Terms & Conditions

Last updated: February 2021

Acceptance of the Terms of Use

Welcome to the website for Monogram Food Solutions LLC. This website is a service of Monogram Food Solutions LLC, together with its subsidiaries, agents and licensors (collectively “Monogram Food“) (Monogram Food may also be referred to in this Terms of Use as “we,” “us,” or “our“) The following terms and conditions (the “Terms of Use”) govern your access and use of the Monogram Food website, including any content, functionality, services, or solutions offered on or through the Monogram Food website (collectively the “Website”), as well as any electronic transmission sent, received, posted, accessed, or stored on or through the Website. Certain products or services offered through the Website may have additional terms and conditions, which govern in the event of any inconsistency with the terms below. These Terms of Use form a legal agreement entered into between you and Monogram Food (the “Agreement”). You represent and warrant that you have full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which you are a party.

These Terms of Use apply to all users who access or use the Website in any capacity. For the purposes of these Terms of Use, unless otherwise specifically stated, the terms “you” or “your” shall collectively refer to you, the user of the Website or any legal entity for whom you are an authorized employee or agent on behalf of when you are using or accessing this Website.

Please read these Terms of Use carefully before you start to use the Website. These terms explain the policies that govern your access to and use of our Website, including the actions that we may take, within our sole discretion, for any use that we deem unacceptable. By using or accessing the Website you accept and agree to be bound and abide by these Terms of Use, all applicable laws and regulations, as well as our Privacy Policy, which is incorporated herein by reference (collectively, the “Policy and Agreement”), as we may modify them from time to time. If you do not accept and agree with the Policy and Agreement, you shall not use or access the Website.

Eligibility

In order to use this Website, you need to: (1) be 18 years of age or older or 13 years of age or older and have your parent or guardian’s consent and (2) have the power to enter into a binding contract with us and not be barred from doing so under any applicable laws. By accessing the Website, you represent and warrant that you are at least 18 years of age or older or 13 years of age and have our parent or guardian’s consent and are fully able and competent to enter into the terms, conditions, representations, and warranties set forth in the Policy and Agreement. You may not use or access the Website if you do not agree to the Policy and Agreement or you are accessing the Website from outside of the United States.

Accessing the Website and Account Security

In order to access the Website or some of the resources the Website offers, you may be required to register and create an account and provide certain registration details or other information such as your full name, phone number, and email address. It is a condition of your use of the Website that all of the information you provide on the Website is correct, current, and complete. You are responsible for: (1) making all arrangements necessary for you to have access to the Website and (2) ensuring that all persons who access the Website through your internet connection are aware of the Policy and Agreement and comply with them.

You will create or be provided with a username and password to access the Website. You must treat your username, password, or any other piece of information utilized as part of our security procedures as confidential, and you must not disclose it to any other person or entity. You acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you logout and exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your username, password, or other personal information.

We maintain the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of the Policy and Agreement.

We reserve the right to withdraw or amend this Website, and any service, product, solution, or material we provide on the Website. We will not be liable if for any reason all or part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to you.

Authorized Users

If you create an account on the Website in the name of a legal entity, you represent that you have full corporate power and authority to enter into the Policy and Agreement on behalf of the legal entity and to bind the legal entity to the obligations in the Policy and Agreement. By using this Website and/or creating a user account, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you shall not be provided access to use the Website and you shall not otherwise access or use the Website.

Technical Data; License to Your Data; Communications.

Monogram Food shall have the right to collect and analyze data and other information relating to the provision, use and performance of the Website and related systems and technologies, and we will be free to (i) use such information and data to improve and enhance the Website and for other development, diagnostic, and corrective purposes in connection with the Website and other service offerings; (ii) disclose such data in aggregated or de-identified from in connection with its business; and (iii) otherwise use and disclose such data as set forth in our Privacy Policy.

In order for Monogram Food to provide the Website and associated services, you grant us a non-exclusive right and license to use, copy, distribute, and transmit information entered by you in creating and registering for a user account on the Website as well as technical information collected via the Website to the extent necessary to provide the Website and our services.

By providing your information via the Website, including while creating and registering for a user account, you authorize Monogram Food, its affiliates, and their respective employees, agents, and contractors to initiate electronic communications by email, telephone calls to numbers (including to cellular phones) that are provided through the Website or as part of the registration process on the Website, and text messages (SMS or MMS) to cellular phone numbers that are provided through the Website or as part of registering and creating a user account to provide updates or other purposes related to the Website and services provided by Monogram Food. Your carrier may charge for these incoming calls or messages. You consent to such communications, which may occur by use of an automatic telephone dialing system. Telephone calls may be recorded, standard data and message rates may apply for SMS and MMS alerts, whether you send or receive such messages, and you agree to be responsible for all such charges. Do not submit your information if you do not consent to being contacted by telephone, text, or email.

Changes to the Terms of Use

We may revise and update the Policy and Agreement from time to time in our sole discretion. All changes are effectively immediately when we post them on the Website. Your continued use of the Website following the posting of revised Policy and Agreement means that you accept and agree to the changes. You are expected to check this page on the Website so you are aware of any changes, as they are binding on you. For certain types of updates and revisions, we may decide, in our sole discretion, to notify you of such changes via email or other method of written notice.

Website Ownership and Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by and the exclusive property of Monogram Food, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You acknowledge and agree that you do not acquire any ownership rights to the Website, or any services offered through the Website, through the Policy and Agreement, or by use of the Website, and no use or other rights are granted with respect to these trademarks without the express, written approval of Monogram Food.

Additionally, logos, trademarks and service marks of third parties may also appear on this Website, and such are the exclusive property of their respective owners and no use or other rights are granted with respect to these trademarks without the express, written approval of the trademark/service mark owner. You may view, copy and print pages from the Website only: (1) for personal use, provided that you maintain all copyright, trademark, and other proprietary rights or notices; (2) as a personal shopping resource; (3) for communicating with Monogram Food about a company product or service; or (4) for placing an order with Monogram Food. You may not otherwise use, reproduce, download, store, post, broadcast, transmit, modify, sell or make available to the public content from the Website without the prior written approval of Monogram Food.

You acknowledge and agree that Monogram Food has and retains exclusive and valid ownership of all anonymized statistical information regarding use of the Website. Any unauthorized use, reproduction, modification, distribution, transmission, republication, display or performance of the Website and any component thereof is strictly prohibited.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Policy and Agreement, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by Monogram Food. Any use of the Website not expressly permitted by the Policy and Agreement is a breach of the Policy and Agreement and may violate copyright, trademark, and other laws.

Making Copyright Infringement Claims

Monogram Food respects the rights of copyright holders. If you are a copyright holder or agent and believe your work’s copyright has been infringed, your notice of infringement must be provided to our Copyright Agent and include ALL of the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. 512:

A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed;

A description of the copyrighted work(s) that you claim have been infringed and identification of the material in such work(s) that you claim to be infringing, or if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that Website;

Identification of the material (sufficient to enable us to locate it) that you claim is infringing and that you want us to remove or disable access to;

Information reasonably sufficient to permit us to contact you, such as your physical address, telephone number, and email address;

A statement by you that you have a good faith belief that the use of the material identified in your notice is not authorized by the copyright owner, its agent, or the law; and

A statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the copyright owner.

The Copyright Agent for Monogram Food may be reached as follows:

legal@monogramfoods.com

901-685-7167

User Conduct

You may use the Website only for lawful purposes and in accordance with the Policy and Agreement. Transmitting, distributing, or storing any material that violates any applicable law or the Policy and Agreement is prohibited. You agree not to use the Website:

In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, ay laws regarding the export of data or software to and from the United States or other countries), or promote any illegal activity, or advocate, promote or assist any unlawful act.
To transmit, or procure the sending of, any advertising or promotional material, including any “spam” or any other similar solicitation or post any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, invasive of privacy or publicity rights, or otherwise objectionable.
To impersonate or attempt to impersonate Monogram Food, a Monogram Food employee, another user or any other person or entity (including, without limitation, by using email addresses identifying information associated with any of the foregoing).
To make any representations that are likely to deceive any person or give any impression that materials or content emanate from or are endorsed by us or any other person or entity, if this is not the case.
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm Monogram Food or users of the Website or expose them to liability.
To infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person. Infringement may result from the unauthorized copying, distribution and/or posting of pictures, logos, software, articles, musical works, and videos.
To post any content that violates the legal rights of others or contains any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with the Policy and Agreement.
For competitive research or to send or post commercial communications.
To advertise or perform any commercial solicitation.
To violate any U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce.

Additionally, you agree not to:

Directly, indirectly, alone, or with another party, (i) copy, download, disassemble, reverse engineer, or decompile the Software or otherwise attempt to discover the source code or underlying ideas or algorithms of the Software; (ii) modify, create derivative works based upon, or translate the Software; (iii) transfer or otherwise grant any rights in the Software in any form to any other party, nor shall you attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder.
Use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying of the material on the Website.
Use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent.
Use any device, software, or routine that interferes with the proper working of the Website.
Introduce any viruses, trojan horses, worms, logic bombs, keystroke logger, or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to or associated with the Website.
Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
Screen scrape, monitor, mine, copy, or mirror the Website.
Conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction, and data harvesting) on or in relation to the Website without our express written consent.
Otherwise attempt to interfere with the proper working of the Website.
User Submissions

You may transmit or publish content through the Website. You understand and acknowledge that you, not Monogram Food, shall be solely responsible for such content, including its legality, reliability, accuracy, and appropriateness, and the consequences of its transmission or publication. You represent and warrant that you own and control all rights in and to any content posted by you on the Website or are licensed to use and reproduce such content on the Website.

If you make any copyrighted content available on the Website, you affirm that you have the authorization to make such content available. Further, by making any content available, you expressly agree that Monogram Food will have the right to block access to or remove such content for any or no reason in its sole discretion.

Any communication or material you transmit to Monogram Food through this Website, by electronic mail or otherwise, including any data, questions, comments, ideas, suggestions, or the like is, and will be treated as, non-confidential and non-proprietary. Anything you transmit or post may be used by Monogram Food for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. Furthermore, Monogram Foods is free to use any ideas, concepts, know-how, techniques or other information contained in any communication you send us for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information.

Monogram Food will not compensate you in any way for any such information, nor will the information be returned to you. Any such submission constitutes your irrevocable assignment and transfer, without additional consideration, to Monogram Food of all right, title and interest in all information included in the submission, including, but not limited to, all copyrights, trademarks and/or other intellectual property rights.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. The content on the Website may be updated from time to time. It may not necessarily be complete or up-to-date at any given time. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website includes content provided by third parties, including materials provided by other users. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Monogram Food, are solely the responsibility of the person or entity providing those materials. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Linking To The Website And Content

To ensure that information regarding Monogram Food products and services is communicated accurately to the public, please adhere to the following linking guidelines:

You may not hyperlink to our Website or use any trademark, logo or other proprietary graphic appearing on this Website or that is owned by or licensed to Monogram Food to link to the Website (or for any other purpose) without our prior written approval;

Monogram Food does not approve of any deep linking;

Monogram Food does not approve of inline linking or framing. Do not import content from the Website or link to images on servers on which the Website is hosted for the purpose of placing the content or images on any other web pages or sites; and

Monogram Food does not approve of remote or hot linking.

Health Related Information

Information accessible on this Website is for information only and any health-related information that may be posted is not intended to be a substitute for professional medical advice. Monogram Food does not endorse or warrant the validity of any such health-related statements found on this Website or in any in third party sites referenced in the Website. Information is general in nature and may be helpful to some persons but not others, depending upon their personal medical needs. You should always consult with your physician prior to changing or undertaking a new diet or exercise program. Never disregard professional medical advice or delay in seeking it because of something you have read on the Website.

DISCLAIMER OF WARRANTIES

THE WEBSITE, CONTENT, AND ALL MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE, THE CONTENT, AND ALL MATERIALS, YOUR USE OF THE WEBSITE, THE CONTENT, OR MATERIALS OBTAINED THROUGH THEM IS AT YOUR OWN RISK. MONOGRAM FOOD, ITS AGENTS, AND ITS LICENSORS DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE WEBSITE. YOU ACCESS SUCH CONTENT OR INFORMATION AT YOUR OWN RISK

WE DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND (EXPRESS OR IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE) WITH RESPECT TO THE WEBSITE, THE CONTENT, OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT WE KNOW, HAVE REASON TO KNOW, HAVE BEEN ADVISED, OR OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM, OR USAGE IN THE TRADE, BY COURSE OF DEALING, OR OTHERWISE NEITHER US OR NOR ANY PERSON ASSOCIATED WITH US MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE OR THE CONTENT.

YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY MATERIAL DOWNLOADED FROM OR OTHERWISE PROVIDED THROUGH THE WEBSITE. YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE INTERNET OR THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO OUR WEBSITE FOR ANY RECONSTRUCTION OF LOST DATA. FURTHERMORE, MONOGRAM FOOD DOES NOT REPRESENT OR WARRANT THAT THIS WEBSITE, THE CONTENT OR INFORMATION ON THIS WEBSITE AND/OR ITS FILES WILL BE SECURE AND/OR COMPATIBLE WITH YOUR BROWSER OR OTHER WEB SITE-ACCESSING PROGRAM. MONOGRAM FOOD DOES NOT GUARANTEE THAT ITS WEBSITE WILL BE ERROR-FREE, OR CONTINUOUSLY AVAILABLE, OR THAT IT WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS

TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, RANSOMWARE, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR DUE TO YOUR DOWNLOADING OF ANY CONTENT POSTED ON IT, OR ON ANY SITE LINKED TO IT.

THE INFORMATION PRESENTED ON OR THROUGH THE WEBSITE IS MADE AVAILABLE SOLELY FOR INFORMATIONAL PURPOSES. WE USE REASONABLE EFFORTS TO UPDATE THE INFORMATION ON THE WEBSITE, AND THE CONTENTS OF THE WEBSITE ARE SUBJECT TO CHANGE WITHOUT NOTICE. MONOGRAM FOOD DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THIS INFORMATION (INCLUDING ANY PRODUCT, SERVICE, DESCRIPTION, PHOTOGRAPH, FUNDRAISING CAMPAIGN, OR OTHER INFORMATION). ANY RELIANCE PLACED ON SUCH INFORMATION IS STRICTLY AT YOUR OWN RISK. MONOGRAM FOOD DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER USER OF THE WEBSITE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. IN SUCH INSTANCES, THE LIABILITY OF MONOGRAM FOOD, AND ITS AFFILIATES, AGENTS AND LICENSORS IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH LAW.

LIMITATION ON LIABILITY

UNDER NO CIRCUMSTANCES WILL MONOGRAM FOOD, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES THAT ARISE FROM THE USE OF THIS WEBSITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND (FOR EXAMPLE, COMPENSATORY, SPECIAL, DIRECT, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, INCREASED COSTS, DIMINUTION IN VALUE, LOSS OF USE, LOSS OF GOODWILL OR REPUTATION, USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY, LOSS OF OR DAMAGE TO PROPERTY, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, AND CLAIMS OF THIRD PARTIES) WHETHER IN BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, MISREPRESENTATIONS OR UNDER NAY OTHER LEGAL THEORY, EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IN THE EVENT YOU ARE ENTITLED TO DAMAGES FOR ANY CLAIM ARISING FROM THE USE OF THIS WEBSITE, YOU AGREE THAT THE AGGREGATE LIABILITY OF MONOGRAM FOOD, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS, WILL NOT EXCEED THE GREATER OF AMOUNT YOU SPECIFICALLY PAID TO ACCESS THIS WEBSITE OR $100.00. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF MONOGRAM FOOD, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.

Indemnification

You agree to indemnify, defend, and hold harmless Monogram Food and our successors and assigns and all of their respective officers, directors, agents, employees, and affiliates from and against any claims, liabilities, judgments, awards, losses, obligations, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or related to (i) your breach of the Policy and Agreement; (ii) your violation of any third party’s right including, without limitation, any copyright, trademark, property right, or privacy right, (iii) any violation of applicable law by you; (iv) information or content that you submit, post, transmit or make available through our Website; (v) your use of the Website; (vi) any claim that content provided by you caused damage or loss to a third party, or (vii) any of your acts or omissions. This defense and indemnification obligation will survive your use of the Website and any termination of the Policy and Agreement.

Governing Law and Jurisdiction

This Policy and Agreement is governed by and must be construed under the laws of the State of Tennessee, without regard to principles of conflicts of laws. By offering this Website and its contents, no solicitation is made by Monogram Food to any person or entity to access and/or use this Website and its contents in jurisdictions where the provision of such Website and/or its contents is/are prohibited by law. If you elect to access, browse and/or use this Website and its contents from outside of the United States, you do so on your own initiative and you are responsible for compliance with local laws.

All matters relating to the Website and the Policy and Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule (whether of the State of Tennessee or any other jurisdiction). Ay claims or actions regarding or arising out of the Policy and Agreement must be brought exclusively in a court of competent jurisdiction sitting in Memphis, Tennessee, and each party to this Agreement submits to the jurisdiction of such courts for the purposes of all legal actions and proceedings arising out of or relating to the Policy and Agreement. Specifically, Monogram Food and you specifically waive, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such action in such court and any claim that any such action, suit, or proceeding has been brought in an inconvenient forum.

LIMITATION ON TIME TO FILE CLAIMS

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE POLICY AND AGREEMENT OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR FROM THE DATE THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY WAIVED AND BARRED.

Waiver and Severability

No waiver by Monogram Food of any term or condition set forth in the Policy and Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Monogram Food to assert a right or provision under the Policy and Agreement shall not constitute a waiver of such right or provision.

If any provision of the Policy and Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the maximum extent such that the remaining provision of the Policy an Agreement will continue in full force and effect.

Entire Agreement

These Policy and Agreement constitute the sole and entire agreement between you and us with respect to the Website and supersede all previously written or oral agreements regarding the Website. However, the Policy and Agreement do not supersede or amend any other agreement you have with us.

Modification

We reserve the right to modify this Policy and Agreement at any time, effective upon its posting, as modified, on this Website. You agree to the Policy and Agreement, including any modifications, by accessing or using our Website. We may also terminate your access to this Website at any time and for any reason, with or without notice.

Miscellaneous

Neither the course of conduct between the parties nor trade practice will act to modify any provision in this Policy and Agreement. Monogram Food may assign its rights and duties under these terms to any party at any time without notice to you. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions so that it does not affect the validity and enforceability of any remaining provisions.

Privacy Policy

Monogram Food respects the privacy of visitors to our Website. Please take a few minutes to review our Privacy Policy.

Questions and Comments

We invite you to send in your questions or comments about our site, bring to our attention any material you believe to be inaccurate, or report any violations of the Policy and Agreement.

Monogram Food Solutions, LLC

Attention: Law Department

530 Oak Court Dr., Suite 400

Memphis, TN 38117