TheRecipeDiary Terms of Service

The effective date of this agreement is April 27th, 2009.

This agreement contains the terms and conditions (the "Terms of Service") under which TheRecipeDiary ("TheRecipeDiary", "we" or "us") offers you (the "user" or "you"), access to its website www.therecipediary.com (the "Site") and TheRecipeDiary's Services (as defined below). Among other things, these Terms of Service describe the user's responsibilities and limit TheRecipeDiary's liability. Before using any of the Services, please read all these Terms of Service and the Site carefully. In the event of any conflict between these Terms of Service and any other provisions set forth in the Site, these Terms of Service will control.

1. User Acceptance

By using the Services and/or visiting the Site, you state your agreement to be legally bound and to abide by the following terms and conditions. If you do not agree to these terms and conditions, you must not use the Site or the Services. These terms and conditions include TheRecipeDiary's Privacy Policy (the "Privacy Policy") that is posted on the Site.

2. Changes to Terms of Service

TheRecipDiary reserves the right, in its sole discretion, to amend these Terms of Service at any time upon posting the amended terms on the Site, or upon providing notice thereof by electronic or conventional mail or any other reasonable means. The amended terms shall automatically be effective. You should visit this page from time-to-time to review the then-current terms, because they are binding to you. The user's continued use of the Site and the Services following TheRecipeDiary's posting of any changes will constitute the user's acceptance of such changes.

3. TheRecipeDiary Services

TheRecipeDiary's Services, which are available on the Site help you find and browse information related to food and dining, and allow you to submit food and dining information to the Site in the form of photos, videos, reviews, comments, votes and a wide variety of other content for your own use and for viewing by other users (the "Services"). Your access to or use of these Services constitutes your acceptance of all the provisions of these Terms of Service.

These Terms of Service apply to any user of the Site and Services, regardless of whether or not the user submits content for public display on the Site. The Site may also contain links to third party websites that are not owned or controlled by TheRecipeDiary. TheRecipeDiary has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites. TheRecipeDiary will not censor or edit the content of any third-party websites. By using the Site, you expressly relieve TheRecipeDiary from any and all liability arising from your use of any third-party website.

4. Rights to Use

Subject to the Restrictions on Rights to Use in these Terms of Service, TheRecipeDiary hereby grants you permission to use the Site and Services, provided that

i) your use of the Site as permitted is solely for personal, non-commercial use,

ii) you will not copy or distribute any part of the Site without TheRecipeDiary's written permission,

iii) you will not alter or modify any parts of the Site, and

iv) you will comply with the Terms of Service and Privacy Policy.

5. User Submissions

We encourage you to submit to the Site a variety of content forms including but not limited to videos, photos, reviews, recipes, ("User Submissions").

You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that:

(i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize TheRecipeDiary to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Site and these Terms of Service; and

(ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Site and these Terms of Service.

In connection with User Submissions, you further agree that you will not:

(i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant TheRecipeDiary all of the license rights granted herein;

(ii) publish falsehoods or misrepresentations that could damage TheRecipeDiary or any third party;

(iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate;

(iv) post advertisements or solicitations of business; nor

(v) impersonate another person.

TheRecipeDiary does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and TheRecipeDiary expressly disclaims any and all liability in connection with User Submissions. TheRecipeDiary reserves the right to remove User Submissions without prior notice. TheRecipeDiary will also terminate a User's access to the Site, if they are determined to be repeat offenders. TheRecipeDiary also reserves the right to decide whether User Submissions are appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. TheRecipeDiary may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.

You understand that when using the Site, you will be exposed to User Submissions from a variety of sources, and that TheRecipeDiary is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against TheRecipeDiary with respect thereto, and agree to indemnify and hold TheRecipeDiary, its owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Site.

6. Intellectual Property Rights

The content on the Site, with the exception of User Submissions, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to TheRecipeDiary, subject to copyright and other intellectual property rights.

Content on the Site is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. TheRecipeDiary reserves all rights not expressly granted in and to the Site and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Site for any commercial purposes. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Site or the Content therein.

You retain all of your ownership rights in your User Submissions. However, by submitting the User Submissions to TheRecipeDiary, you hereby grant TheRecipeDiary a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Site and TheRecipeDiary's (and its successor's) business, including without limitation for promoting and redistributing part or all of the TheRecipeDiary Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Site a non-exclusive license to access your User Submissions through the Site, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Site and under these Terms of Service.

7. Copyright Infringement Policy

TheRecipeDiary does not permit copyright infringing activities and infringement of intellectual property rights on its Site, and TheRecipeDiary will remove any Content or User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights.

It is TheRecipeDiary's policy to block access to or remove any material that it believes in good faith to be copyrighted material that has been illegally copied and distributed on the Site, and to remove repeat offenders from the Site and to deny them access to the Services

8. TheRecipeDiary MAKES NO WARRANTIES THAT ITS SITE OR SERVICES, OR THE SERVICES AVAILABLE THROUGH THE SITE, WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR OR BE FREE OF SOFTWARE ERRORS OR COMPUTER VIRUSES. NOR DOES TheRecipeDiary MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SERVICE;

9. No Agency

You and TheRecipeDiary are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms of Service.

10. Indemnification

You agree to indemnify and hold TheRecipeDiary, and its affiliates, directors, officers, employees and representatives, harmless from and against any loss, cost, claim, damages, liability and expense, including reasonable attorneys' fees, and further including any injuries to third parties arising out of or relating to

(a) your breach of these terms of service,

(b) any fraud, manipulation, deception or misrepresentation by you,

(c) any wrongdoing, willful misconduct or negligence on your part with respect to your use of the Site or Services, and

(d) any violation of applicable federal or state laws or regulations.

11. Termination

TheRecipeDiary may, in its sole discretion, terminate these Terms of Service and your use or access to the Site immediately and without notice for any reason.

Our Privacy Policy:

Your privacy is important to us. To demonstrate our commitment to our users' privacy, we have agreed to disclose our information practices.

In summary:

We will not collect personal information without your knowledge and permission;

We will not knowingly disclose your personal information to third parties, except as provided in this Privacy Policy;

We will allow you to view, correct or remove your personal information; and

We will take reasonable steps to protect the security of the personal information we collect from you.

Consent

BY SUBMITTING PERSONAL INFORMATION TO US, AND/OR BY USING OUR SITE, YOU AGREE THAT WE MAY COLLECT, USE AND DISCLOSE SUCH PERSONAL INFORMATION IN ACCORDANCE WITH THIS PRIVACY POLICY AND AS PERMITTED OR REQUIRED BY LAW.

If you do not agree with these terms, do not provide any personal information to us. If you refuse or withdraw your consent, or if you choose not to provide us with any required personal information, we may not be able to provide you with services that can be offered on our Site.

Legal Disclaimer

Although we make every effort to preserve your privacy, TheRecipeDiary may be required by law to disclose information you have provided in obtaining our services. TheRecipeDiary may also disclose information against someone who poses a threat to TheRecipeDiary's interests (such as customer fraud) or whose activities could bring harm to others.

Notification of Changes

If we decide to change our policies, we will add those changes to this Privacy Policy and other places on the Site we deem appropriate so you are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. We will use information in accordance with the Privacy Policy under which the information was collected.

If, however, we are going to use your personally information in a manner different from that stated at the time of collection, we will notify you via email. Users will have a choice as to whether or not we use their information in this different manner.