TERMS AND CONDITIONS OF USE
PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING
RUNORDER INCORPORATED owns and operates this website (RUNORDER.com) and the related mobile sites and/or selected other domains (collectively, the "Sites"). As used in this Agreement, "RUNORDER," "we," "us," or "our" shall mean RUNORDER INCORPORATED, its subsidiaries and affiliates, and their officers, directors, employees, agents or representatives. By accessing or using the Sites or using any service provided by or referenced in the Sites, you (A) signify your assent to the terms and conditions of use and the privacy policies contained on or referenced in the Sites (the "Agreement") and (B) represent and warrant that you are age 18 years or older. If you do not agree to this Agreement or if you are not age 18 or older, please do not use the Sites. As a condition of this Agreement, you further acknowledge that we may, in our sole discretion, modify this Agreement at any time. All modifications to this Agreement will be effective immediately upon our posting of any modifications on this site, and you hereby agree to any modifications. You affirm that you will review this Agreement periodically, so that you are aware of any and all modifications made to this Agreement.
Registration; Customer Accounts; Use of Sites and Services.
You are responsible for maintaining the confidentiality of your account information, including your password, and for all activity that occurs under your account. You agree to notify RUNORDER immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by RUNORDER or any other user of the Sites due to someone else using your password or customer account.
a. Use of Passwords. You may not use anyone else's password or customer account at any time or attempt to gain unauthorized access to the Sites. You agree to provide us with accurate, current and complete information about yourself and your billing/payment information as prompted by the registration process or any conversion and redemption process. If you are a business entity, you represent that (i) you have the authority to bind the entity to this Agreement; (ii) the address you use when registering is the principal place of business of such business entity; and (iii) all other information submitted to RUNORDER while setting up your account and at all times is true, accurate, current and complete. You may update any of your account information by following the procedures set forth on the Sites. You may not use any automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy, probe, index, manipulate, test or monitor any portion of the Sites or in any way reproduce or circumvent the navigational structure or presentation of the Sites to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Sites. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Sites or any of the systems or networks comprising or connected to the Sites.
b. Termination of Access. You also agree that RUNORDER may, in its sole discretion and without prior notice to you, terminate your access to the Sites and your account for any reason, including without limitation: (1) any attempts to overcome any software security features limiting use of or protecting any content, (2) discontinuance or material modification of the Sites or any service offered on or through the Sites, (3) any suspected or actual violation of this Agreement, (4) suspected or actual copyright infringement, (5) unexpected operational difficulties, (6) inactivity for more than 12 months, or (7) requests by law enforcement or other government agencies. Without limiting any of its rights or remedies, if RUNORDER determines that you have directly or indirectly attempted or committed fraudulent activity with respect to RUNORDER, RUNORDER may immediately suspend or terminate your account and charge your credit card on file to recover any damages and costs incurred in connection with such fraudulent activity. In addition, any such fraudulent activity is a criminal offense and violators will be prosecuted to the fullest extent of the law. You agree that RUNORDER will not be liable to you or to any third party for termination of your account and/or access to the Sites. For purposes of clarity, upon any termination of your account for any reason, all licenses granted to you hereunder shall immediately terminate, but all other portions of this Agreement shall survive such account termination.
Consent to Our Communication With You By E-Mail.
By establishing an account with us, you grant permission for RUNORDER to contact you at your e-mail address. To stop receiving our marketing emails, send an e-mail to us at support@RUNORDER.com or follow the opt-out procedures set forth in such marketing emails. Please note that RUNORDER will still need to communicate with you via email regarding your transactions and other account related issues, and that these emails are not marketing emails and are not eliminated through the foregoing opt-out procedures.
Transactions Between Buyers and Vendors
Through the Sites, we provide an electronic web-based platform for exchanging information between sellers, food manufacturers and food distributors of local food products and services (Collectively, “Vendors”) and buyers. RUNORDER does not represent Vendors or the buyer in any specific transactions, and therefore does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered on the Sites or the ability of the Vendors to complete a sale or the ability of buyers to complete a purchase.
You are hereby made aware that there are risks of dealing with people acting under false pretenses. RUNORDER verifies the accuracy of certain information you provide us when you register on the Sites. However, because verification of your information on the Internet is difficult, RUNORDER cannot and does not confirm your purported identity. We encourage you to use the various tools, as well as common sense, to evaluate the parties or individuals with whom you are dealing.
You acknowledge that you are fully assuming the risks of purchase and sale transactions when using the Sites to conduct transactions, and that you are fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are the subject of transactions using the Sites. Such risks shall include, but are not limited to, misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents. Such risks also include the risks that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Sites may violate or may be asserted to violate third party rights, and the risk that you may incur costs of defense or other costs in connection with third parties' assertion of their rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by third party claimants. Such risks also include the risks that consumers, other purchasers, end-users of products, or others claiming to have suffered injuries or harms relating to product originally obtained by you from the Sites as a result of purchase and sale transactions in connection with using the Sites may suffer harm and/or assert claims arising from their use of such products. All of the foregoing risks are hereafter referred to as "Transaction Risks." You agree that RUNORDER shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with any Transaction Risks.
You are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of the Sites, including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage.
If any dispute arises between or among any parties to an agreement or order using RUNORDER, then RUNORDER shall not have any responsibility or liability whatsoever with respect to that dispute. Without limiting the generality of the foregoing, RUNORDER will not have any obligation to assist in mediating any such dispute, to locate any other party to the agreement, or otherwise to facilitate a resolution of the dispute.
RUNORDER posts product descriptions as provided by the Vendors/members on the Sites. RUNORDER makes no representations in connection with the products on the Sites or the related description of such products. RUNORDER does not warrant that product descriptions or other content of the Sites are accurate, complete, reliable, current, or error-free.
Restrictions on Use of Materials
The Sites, including, but not limited to, the text, content, photographs, images, video, audio, graphics, and any software (including any files or images incorporated in or generated by the software, or any data accompanying the software) available on or through the Sites, or contained on the Sites ("Materials") are owned and operated by RUNORDER. The Sites and the Materials are protected by copyright, trademark, trade dress, domain name, patent, trade secret, international treaties and/or other proprietary rights and laws of the United States and other countries. By accessing and using the Sites, you acknowledge and agree to abide by all applicable intellectual property laws, as well as any additional notices or restrictions contained on the Sites. No Materials from the site may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way, except that you may download one copy of the Materials on any single computer for your non-commercial use only, provided that you keep intact all copyright and other proprietary notices. Modification of the Materials or unauthorized use of the Materials for any other purpose is a violation of RUNORDER trademark, copyright, trade dress and other proprietary rights. The use of any such Material on any other site or networked computer environment is prohibited. Except as otherwise indicated on the Sites and except for the trademarks, service marks and trade names of other companies that are or may be displayed on the Sites, all trademarks, service marks and trade names are proprietary to RUNORDER. Nothing contained on the Sites should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the Materials or proprietary content without the express written permission of RUNORDER or such other party as may own the proprietary rights. By accessing or using the Sites, you acknowledge that third party service providers or vendors may impose additional terms and conditions of use set forth elsewhere in this Agreement or on such third party’s site. Your use of Materials provided by such third party service providers or vendors is also subject to those additional terms and conditions of use. In the event that you download any software from the Sites, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the "Software") is non-exclusively licensed to you by RUNORDER. RUNORDER does not transfer title to the Software to you. RUNORDER retains full and complete title to the Software, and all intellectual property rights therein. You shall not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.
You may not contact Vendors or other members of the Sites in a manner that: 1) constitutes SPAM; or 2) RUNORDER believes, in it’s sole discretion, is improper.
Unless otherwise noted, all Materials are owned, licensed or controlled by RUNORDER or the party credited as the provider of the Materials ("Third Party Provider"). You agree that you will not sell, license, rent, modify, print, copy, reproduce, download, transmit, distribute, disseminate, publicly display, publicly perform, publish, edit, adapt, compile, decompile, reverse engineer, disassemble or create derivative works from any Materials or otherwise transfer any of the Materials to any third person without the express written permission of RUNORDER or the appropriate Third Party Provider. Except as specifically permitted by this Agreement, any use of the Materials contained or provided through this Website is strictly prohibited.
The trademarks, service marks, domain names and trade dress displayed on the Sites, whether registered or unregistered, are owned by RUNORDER unless otherwise noted, and are protected by trademark laws in the United States and other countries. RUNORDER marks, names, logos and trade dress include, but are not limited to, the following: RUNORDER; RUNORDER.com Website trade dress. The use or misuse of these trademarks/service marks or any other Materials, except as permitted herein, is expressly prohibited and may be in violation of trademark laws, unfair competition laws and/or other relevant laws. Please be advised that RUNORDER actively and aggressively enforces its intellectual property rights to the fullest extent of the law.
You agree that you and each other party to an agreement or order that you execute or place through RUNORDER are responsible for (i) determining the amount of sales, use or other taxes that you may owe as a result of any such agreement or order, and (ii) collecting, reporting, and remitting any sales, use or other taxes required under applicable law. You agree that RUNORDER has no responsibility to collect, report or remit sales, use or any other applicable taxes in connection with your agreements or orders, and further agree to indemnify, defend and hold RUNORDER harmless from any and all claims, demands, damages, awards, fines, costs, expenses and liability in any way associated with foregoing.
You agree to indemnify and hold harmless RUNORDER and its parents, sister companies, subsidiaries, affiliates, service providers, other users, distributors, licensors, officers, directors and employees from any claim or demand, including reasonable attorneys' fees, made by any third party arising out of or related to any claim, demand or allegation which if true would constitute your violation of these Terms, or your violation, infringement or misappropriation of any law, regulation or third-party right.
THE MATERIALS IN THE SITES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, RUNORDER AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES DISCLAIM WITH RESPECT TO THIS WEBSITE AND THE MATERIALS HEREIN ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. RUNORDER DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. RUNORDER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS IN THE SITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, CURRENTNESS, OR OTHERWISE. YOU (AND NOT RUNORDER) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Limitation of Liability
Under no circumstances, including, but not limited to, negligence, shall RUNORDER or its officers, directors, employees, agents or representatives be liable to you or any third party for any special, consequential, incidental, direct, indirect, or punitive damages or any other loss or injury that result from the use of, or the inability to use, the Materials in the Sites, even if RUNORDER or a RUNORDER authorized representative has been advised of the possibility of such damages. In no event shall RUNORDER have any liability to you for damages, losses and causes of action (whether in contract, tort (including, but not limited to, negligence), or otherwise) for accessing or using the Sites or engaging the services of or purchasing product(s) of a third party through or after accessing the Sites.
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of RUNORDER and its affiliates shall be limited to the fullest extent permitted by law.
Use of Links
The Sites may contain links to other websites which are developed, sponsored and/or maintained by third parties. RUNORDER does not review, monitor, operate or control any such third party website accessible through these links, and is not responsible for the content available on or through such third party websites. By providing access to the linked websites, RUNORDER is not recommending or endorsing the products or services provided by the sponsor or owner of those websites. RUNORDER makes no guarantees, representations or warranties as to, and shall have no liability for, any electronic content delivered by any third party, including, without limitation, the accuracy or subject matter of any electronic content, or the use of any personal information you provide to any such website. You acknowledge and agree that use of such links is entirely at your own risk. RUNORDER reserves the right to discontinue links to any other website at any time and for any reason.
Procedure for Making Copyright Infringement Claims
RUNORDER respects the intellectual property of others, and we ask all of our users to do the same. If you believe that your copyrighted work has been copied and is accessible on the Sites or a website through which our services may be accessed in a way that constitutes copyright infringement, please provide RUNORDER Copyright Agent with the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. 512: 1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 2. Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; 3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material, e.g., the specific web page address on the Sites; 4. Information reasonably sufficient to permit us to contact the complaining party; 5. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and 6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For copyright inquiries under the Digital Millennium Copyright Act please contact: RUNORDER INCORPORATED, Attention: Copyright Agent, 20 Orchard Street Suite 3R, New York, New York 10002.
No Unlawful or Prohibited Use/Monitoring of Website
By using and accessing this Website, you agree that you will not use the site for any unlawful purpose or engage in any use prohibited by this Agreement. You further agree that you will not use the Website in any manner that could damage, disable, overburden or impair any RUNORDER server, or the network(s) connected to any RUNORDER server, or interfere with any other party’s use and enjoyment of the Sites. You may not attempt, through any means, to gain unauthorized access to any part of the Sites or any service, other account, computer system or network connected to any RUNORDER server. RUNORDER reserves the right, in its sole discretion, to monitor any and all use of the Sites.
Violations of and Changes to the Agreement
RUNORDER reserves the right to seek all remedies available at law and in equity for violations of the Agreement, including the right to block access from a particular Internet address to the Sites. RUNORDER reserves the right, in its sole discretion, to revise and amend the Agreement at any time. You acknowledge and agree that you are bound by any changes or modifications to this Agreement upon publication of such changes or modifications on our site. Accordingly, we recommend that you review the Agreement before providing us with any information.
You hereby agree that RUNORDER would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.
The headings used in this TOS are inserted for convenience only and shall not affect the meaning or interpretation of this TOS.
No delay or failure to take action under these Terms shall constitute any waiver by RUNORDER of any provision of these Terms. If any provision of these Terms is invalid or unenforceable under applicable law, then the remainder of such provision and these Terms shall be enforced to that maximum extent permitted by applicable law, and the remaining provisions of these Terms will continue in full force and effect. These Terms are personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate these Terms shall be null and void. RUNORDER may freely assign these Terms without consent or notice. Subject to the foregoing, these Terms will be binding upon and inure to the benefit of RUNORDER and you and its and your respective successors and assigns. Any claim under these Terms must be brought within one (1) year after the cause of action arises. These Terms shall be governed by the laws of the State of New York without regard to or application of any conflict of laws provisions. You acknowledge that these Terms have been entered into, and performance under these Terms shall occur, in the City of New York, New York, and therefore hereby consent to the exclusive jurisdiction of the Supreme Court in and for New York County, the State of New York, and the United States Federal District Court in and for the Southern District of New York. These Terms constitute the complete and exclusive agreement between RUNORDER and you with respect to the subject matter hereof and supersede all prior oral or written understandings, communications or agreements not specifically incorporated herein.
Upon any claim or dispute between the parties hereto and arising out of, or in connection with, this Agreement or the relationship created between said parties as a result of this Agreement shall first be submitted to non-binding mediation. Should mediation prove unsuccessful, the dispute shall be only settled by arbitration in accordance with the rules of the American Arbitration Association (“AAA”) then in force. The arbitration hearings shall be held in the AAA office in the closest city in which RUNORDER’S principal office is then located. The decision of the arbitrator shall be final and binding upon the parties, both as to law and to fact, and shall not be appealable to any court in any foreign or domestic jurisdiction. The expense of the arbitration shall be born by the party not prevailing in arbitration or as determined by the arbitrator.