Effective: January 21, 2012

ATTENTION: PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE. USING THIS WEBSITE INDICATES THAT YOU AND YOUR COMPANY SHALL BE DEEMED TO HAVE ACCEPTED AND AGREED TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE, YOU MAY NOT USE THIS WEBSITE.

TERMS OF USE

1. Acceptance.

The following terms of use ("Terms of Use") apply to all users of this website (the "Site") and constitute a legal agreement between (a) Mrs. Cubbison's Kitchen, LLC (the "Company") and (b) you, and if accessing the Site on behalf of your company, then also your company. By using the Site you represent and warrant that: (i) you are thirteen (13) years of age or older; (ii) you have, or if applicable, an appropriate representative of your company has read, understands and agrees to be bound by the Terms of Use and you have the power, authority and legal right to use the Site in accordance with these Terms of Use on behalf of yourself and if applicable, your company; (iii) if using this Site on behalf of your company, such use has been duly authorized by all requisite action, corporate or otherwise; and (iv) these Terms of Use are a valid, legal and binding obligation of you and your company, enforceable in accordance with its terms. If you or, as applicable, your company do not agree to these Terms of Use, you cannot use the Site. The Company may amend these Terms of Use from time to time, without notice, which amendments will be posted on the Site and will become effective upon posting. It is your responsibility to review these Terms of Use to determine if there have been any changes, which will be indicated by a revision to the effective date posted above. Your continued use of the Site after posting shall constitute your, and if applicable your company's, acceptance of and agreement to be bound by the amended Terms of Use. The Terms of Use supplements and is in addition to: (y) the Company's Privacy Policy ("Privacy Policy"); and (z) any written agreement(s) between the Company and you or your company; (the items referenced in (y) and (z) are all applicable and are collectively referred to as the "Other Terms"). In the event there is any conflict between these Terms of Use and the terms contained within any other applicable document, the terms which are more favorable to The Company, as determined by The Company, shall apply. Reference to the terms "you", "your" or "yourself" in the remainder of these Terms of Use refers to both you and your company, collectively, unless otherwise expressly indicated.

2. Scope of License.

The Site is intended solely for users who are 13 years of age or older. If you are under the age of 13, you are not permitted to use the Site. You acknowledge that all information (including, without limitation, text, layout, design elements, trademarks, recipes, images, product information, promotional information, and interactive software) published or otherwise made available on this Site (collectively, the "Information") is protected in the United States and internationally by a variety of laws including, without limitation, copyright laws, trademark laws, patent laws, and other proprietary rights laws. Accordingly, any unauthorized use of any such Information may violate any of such or other laws. You acknowledge that the Company, its affiliates, or licensors are the sole and exclusive owners of all right, title, and interest in the Site and the Information. The Information is provided by the Company as an accommodation to its customers, and may be used by you only to promote your purchase of the Company's products (the "Purpose"). This is a license, not a transfer of title. You acknowledge that there may be situations where the Information is subject to change, qualifications, variations, adjustments or modifications without notice. Moreover, you acknowledge and agree that the Site and the Information contained thereon may contain errors, omissions, inaccuracies, mistakes or deficiencies. Accordingly, you hereby acknowledge and agree that these risks and exposures exist while utilizing this Site, that your use of this Site is subject to such risks and exposures, and that the Company will have no liability on account of any of the foregoing, and that this Site should be used as a guideline only. The Company reserves the right to change, suspend, remove, or disable access to the Site or any feature thereof, at any time without notice. In no event will the Company be liable for any removal of or disabling of access to any portion of the Site.

You may not: (a) modify, distribute, publish or transmit the Information for any public or commercial purpose; (b) reproduce the Information in any form, or by any means, without the Company's express permission; (c) remove any copyright or other proprietary notices from the Information or on any copy authorized by the Company; (d) allow or permit access to, or use of the Site, or any component thereof, by any unauthorized third parties or for any unlawful purpose; (e) engage in any conduct that in the Company's sole and absolute discretion, restricts, inhibits or impacts any other authorized user from using the Site; (f) engage in any activities or practices that disrupt, circumvent or otherwise interfere with the operation of the Site; (g) access or attempt to access, without authorization, any password protected information on this Site or attempt to circumvent access restrictions or any other security measures; (h) perform any act or omission that would violate these Terms of Use; (i) use the Information to compete with the Company or otherwise in any way directly or indirectly detrimental to the Company; (j) use automated scripts to collect information from or otherwise interact with the Site; (k) use the Site to make available any content that is or may be harmful, threatening, false, inaccurate, misleading, unlawful, defamatory, disparaging, libelous, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically, or otherwise objectionable; (l) use the Site to make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, including but not limited to time bombs, Trojan horses, and worms; (m) use the Site to make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law, including without limitation providing any advice that requires a professional license or certification under applicable law; (n) impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age, or your affiliation with any person or entity; (o) express or imply that any statements you make are endorsed by the Company; (p) decipher, decompile, disassemble or reverse engineer any of the software comprising of, or in any way making up all or part of the Site; or (q) unless prior permission is granted by the Company, deep link, hot link, frame or otherwise make available content provided by the Site in any fashion so as to avoid the standard processes for viewing content through the Site.

Without limiting the Company's rights under section 11, the Company may terminate this license at any time if you are in breach of these Terms of Use.

3. User Provided Content.

This Site might include discussion forums or other interactive areas where users may post content, including, but not limited to, bulletin boards, and recipe storage and exchange areas. All such forums and interactive areas shall be used only for non-commercial purposes. You are solely liable for any material you upload or make available in these interactive areas of this Site. You represent, warrant and agree that no materials of any kind submitted through your account or otherwise made available on or through the Site by you will misappropriate, violate, or infringe upon the rights of any third party, including copyright, patent, trademark, trade secret, privacy, publicity, or other personal or proprietary rights; or contain libelous, defamatory, or otherwise unlawful material; or contain material that otherwise violates these Terms of Use. By submitting or posting content on the Site, you grant the Company, its parent, affiliates, subsidiaries, assigns, agents, and licensees the irrevocable, perpetual, worldwide, royalty-free right to reproduce, display, perform, distribute, adapt, and promote such content in any medium.

4. Confidentiality.

You acknowledge that Information accessed through secure areas of the Site (i.e. areas requiring a user name and password) is confidential and proprietary to the Company ("Confidential Information"), and you agree: (i) not to reveal, report, publish, copy, disclose or transfer Confidential Information to any third party without the Company's prior written consent, or permit any third party to examine and/or make copies of any of the Confidential Information; (ii) not to use or copy the Information for any purpose except the Purpose; and (iii) to hold the Confidential Information in strict confidence and to take all reasonable precautions to protect the Confidential Information. Confidential Information shall not include any information that is or becomes generally available to the public.

You acknowledge and agree that the Confidential Information is proprietary to and is the sole and exclusive property of the Company and that you have no right, title or interest therein. You acknowledge and agree that the Confidential Information is a trade secret and is not readily accessible to competitors of the Company and that such Confidential Information has been acquired and assembled at significant expenditures of time and other resources. You additionally acknowledge and agree that such Confidential Information: (i) provides the Company with a competitive advantage over those who do not know or use it; (ii) is kept in a safe place and the Company has taken and is taking all reasonable precautions to protect the secrecy of the Confidential Information and the Company's legitimate interest in the Confidential Information; (iii) would be difficult for competitors of the Company or others to duplicate; and (iv) may be used by the Company in any manner it determines in order to aid in the marketing, sales and distribution of its products.

5. Acceptable Use.

You agree to: (a) use the Site as an authorized user, only for the Purpose and only in accordance with the Terms of Use; (b) take all precautions necessary to maintain the secrecy and security of any passwords and user IDs that may be issued by you and be solely responsible for any use, misuse, theft or loss of any such passwords and user IDs, including unauthorized access by third parties; (c) comply with any and all applicable rules governing transactions on and through the Site; and (d) comply with all applicable laws and regulations that pertain to your use of the Site. In the event of any unauthorized use of the Site or should any unauthorized use of the Site be reasonably suspected by you or your company, you must notify the Company immediately by telephone and concurrently provide written notice of the circumstances surrounding the event.

6. Disclaimer.

THE Information CONTAINED IN THIS Site IS PROVIDED (AND THIS Site IS MADE AVAILABLE) "AS IS", "WITH ALL FAULTS" AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, ALL OF WHICH ARE HEREBY WAIVED. THE Company DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AS TO WHETHER THE Company's PRODUCTS, SOFTWARE OR THIS Site OR THE Information THEREIN ARE FREE FROM CLAIMS OF THIRD PARTIES CONCERNING INFRINGEMENT OR THE LIKE. THE Company DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE Site OR Information, AND MAKES NO COMMITMENT TO UPDATE THE Site OR Information CONTAINED HEREIN. THE Company CANNOT GUARANTEE OR WARRANT THAT THE Site IS FREE OF VIRUSES, TIME BOMBS, TROJAN HORSES, WORMS AND OTHER DAMAGING COMPUTER PROGRAMMING ROUTINES OR HARMFUL COMPONENTS. THE Company CANNOT GUARANTEE OR WARRANT THAT THIS Site IS FREE OF SAME WHEN IT IS ACCESSED BY A USER, NOR DOES IT MAKE ANY SUCH REPRESENTATION OR WARRANTY, AND SAME ARE HEREBY WAIVED. USERS BROWSE AND USE THIS Site AND Information CONTAINED HEREIN AT THEIR OWN RISK. Information CONTAINED IN THIS Site IS PROVIDED WITH THE EXPRESS UNDERSTANDING THAT THE Company IS NOT RENDERING PROFESSIONAL OR NUTRITIONAL ADVICE OR OPINIONS ON SPECIFIC FACTS AND MATTERS AND, ACCORDINGLY, THE Company ASSUMES NO LIABILITY IN CONNECTION WITH THE USE OF THIS Site OR THE Information. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE Company BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, DIRECT, INDIRECT OR SPECIAL DAMAGES, OR LOST PROFITS OR EXPENSES OF WHATSOEVER KIND AND NATURE, IMPOSED UPON, INCURRED BY OR ASSERTED OR AWARDED AGAINST YOU, DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO OR RESULTING FROM: (I) THE Site; (II) YOUR USE, YOUR INABILITY TO USE, OR ANY RESULT OF YOUR USE OF THIS Site OR ANY WEBSITES THAT ARE LINKED TO OR FROM THIS Site; (III) YOUR USE (OR RELIANCE ON ANY) OF THE Information CONTAINED IN THIS Site OR ANY SITE LINKED TO OR FROM THIS Site; (IV) ANY BREACH OF WARRANTY, EXPRESS OR IMPLIED, UNDER THESE Terms of Use OR OTHERWISE; OR (V) ANY OTHER BREACH OF ANY OBLIGATION OR DUTY OWED BY THE Company HEREUNDER OR UNDER APPLICABLE LAW, REGARDLESS OF WHETHER THE LIABILITY RESULTED FROM ANY GENERAL OR PARTICULAR REQUIREMENT OR NEED WHICH THE Company KNEW OR SHOULD HAVE KNOWN OF. THIS LIMITATION OF LIABILITY WILL APPLY TO ANY CLAIM WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER THE Company HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT ANY TERM OF ANY AGREEMENT BETWEEN YOU AND THE Company IS FOUND UNCONSCIONABLE OR UNENFORCEABLE FOR ANY REASON, THIS PROVISION OF WAIVER BY AGREEMENT OF CONSEQUENTIAL DAMAGES SHALL NEVERTHELESS CONTINUE IN FULL FORCE AND EFFECT.

All Information relating to descriptions, nutritional values, and characterizations of products contained on this Site ("Product Data") are provided solely for purposes of identifying the products in question and for illustrative purposes and do not constitute a warranty that our products will conform to such Product Data, and the Company hereby waives any and all liability in connection therewith.

7. Trademarks.

Any trademarks, logos, slogans, product designations, service marks, and trade dress (collectively "Marks") displayed on this Site are the property of the Company or other third parties. You are not permitted to use these Marks without the prior written consent of the Company or such third party that may own any such Mark. This Site may contain information and disclosures of products which may be the subject of intellectual property protection owned by the Company. Notwithstanding anything to the contrary herein contained, nothing on this Site is to be construed as granting any license whatsoever, by implication or otherwise, to any Marks.

8. Promotions.

From time to time, the Company may conduct promotions on or through the Site, including without limitation, contests, sweepstakes and other promotions ("Promotions"). Each Promotion may have additional terms and/or rules of participation ("Promotion Rules"), which will be posted or otherwise made available to you. The Promotion Rules for each Promotion in which you participate will be deemed incorporated into and form a part of these Terms of Use for each such Promotion. It is your responsibility to read the applicable Promotion Rules to determine whether or not your participation, registration, or entry will be valid or restricted, and to determine your participation requirements.

9. Third Party Sites.

This Site may contain links to third party websites ("Third Party Sites") or offer content from Third Party Sites. The Company makes no representations about any Third Party Sites or the content thereof which you may access through this Site. You acknowledge that the Company has not reviewed these Third Party Sites, has no control over such Third Party Sites or the content thereof, and is not responsible for any of these sites or their content. Accordingly, you acknowledge and agree that access to any Third Party Site, or content thereof, is at your own risk and the Company shall have no liability therefor. The Company is not responsible for the accuracy, reliability or completeness of any information, data, opinions, advice or statements made on these Third Party Sites. The Company shall not be liable for any damages or injury arising out of or relating to the content of any Third Party Site, content from any Third Party Site, or your use thereof, and same are hereby waived. The Company provides these links and content merely as a convenience and the inclusion of thereof does not imply an endorsement, sponsorship or recommendation by the Company of anything contained on Third Party Sites, or its products or services. The Company reserves the right to terminate any Third Party Site link or content at any time.

Moreover, a Third Party Site may provide a link to this Site ("Links"). This does not indicate an endorsement, authorization, sponsorship, affiliation, joint venture or partnership by or with the Company. In most cases, the Company is not aware that a third party has linked to this Site. You acknowledge and agree that the Company shall not be liable for any damages or injury arising out of or relating to your use of this Site resulting from a Link to this Site from a Third Party Site, and same are hereby waived.

The Company cannot guarantee that any of the Third Party Sites, content thereof, or Links will be free from any viruses, time bombs, Trojan horses, worms or any other damaging computer programming routines or harmful components. Moreover, the Company does not make, and you hereby expressly waive, any and all representations and warranties with respect to the availability, use, accuracy, reliability, or the results of the use of, the Third Party Sites, content thereof, and the Links, and same are hereby waived. Accordingly, the Company hereby disclaims all warranties, express or implied, arising by operation of law or otherwise, including, but not limited to, the warranties of merchantability, fitness for a particular purpose and warranties concerning infringement or the like, all of which are hereby waived.

If you purchase a Company product from a contracted Third Party Site retailer, you acknowledge that all orders placed with such retailer will be fulfilled by the third party retailer and not the Company. The retailer will be responsible for all processing, shipping, returns and customer service related to your order. Products purchased from a retailer can only be returned to that retailer in accordance with its return policy and cannot be returned to the Company. Each retailer's shipping information, return policy, customer service information and privacy policy can be found on that retailer's website.

10. Downloading.

To access certain Information on this Site, you may need to download such Information onto your own computer. You acknowledge and agree that your right to download Information from this Site is strictly limited to the Purpose and for no other purpose whatsoever. Information which is downloaded may only be displayed by you for the Purpose, provided it is not modified in any way and that all notices are maintained without change including, without limitation, copyright notices. As more particularly stated in section 6, the Company is not responsible for the completeness, accuracy and reliability of Product Data downloaded onto your systems or the use of such Information. You also acknowledge and agree that any Information downloaded from this Site is done at your own discretion and risk and you are solely responsible for any loss of data or damage to your computer that may result from the download of such Information.

11. Termination of Access.

The Company shall have the right to terminate, limit or suspend your access to all or any part of the Site at any time, with or without notice, for any reason or no reason, including without limitation, for any conduct that the Company believes is in violation of these Terms of Use or any applicable laws or is harmful to the interests of another user, any third party or the Site. Moreover, the Company reserves the right to discontinue the availability of the Site or any portion thereof at any time, and you agree the Company will have no liability for doing so.

12. Procedure for Making Claims of Copyright Infringement.

The Company is committed to complying with U.S. copyright law. It is our policy to terminate subscriptions and accounts (if applicable), of any user who has been found to violate copyright law by making material available on or through our website in a way that infringes upon the intellectual property rights of others.

If you believe that your copyrighted work is made available on the Site in violation of your copyright rights, you may provide notice to us pursuant to ยง 512(c)(3) of the Digital Millennium Copyright Act ("DMCA"). The DMCA notice should be sent to Myron Stein, who is our "Designated Agent" and can be contacted as follows:

By Mail: 950 3rd Avenue, #21, New York, NY 10022

By Telephone: 212-753-6900

By Email: mstein@sugarfoods.com

The DMCA notice should include all of the following:

  1. Identification of the copyrighted materials claimed to have been infringed.
  2. Identification of the material that is claimed to be infringing, and information reasonably sufficient to permit us to locate the material.
  3. A statement that the sender 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.
  4. A statement by the sender that the information in the DMCA notice is accurate, and under penalty of perjury, that the sender is the copyright owner (or if not the owner, is authorized to act on behalf of the owner).
  5. The sender's contact information, such as an address, telephone number, and, if available, an electronic mail address (so that we may contact the sender regarding the DMCA notice).
  6. The sender's signature (physical or electronic).

13. User Submissions.

By submitting any questions, comments, suggestions, ideas, feedback, recipes, reviews, images, videos, or other information or content ("Submissions") to the Company, either online of offline, and whether or not solicited by the Company, you hereby grant to the Company, its parent, affiliates, subsidiaries, assigns, agents, and licensees, an irrevocable, nonexclusive, perpetual, worldwide, royalty-free right and license to use, display, publicly perform, modify, reproduce, publish, distribute, make derivative works of, sublicense, and otherwise commercially and non-commercially exploit your Submissions and all copyright, trade secret, trademark, or other intellectual property rights therein, in any manner or medium now existing or hereafter developed, without compensation or attribution of any kind to you or any third party.

You represent, warrant and agree that (i) you have all necessary right, power, and authority to grant the license set forth herein to your Submissions; (ii) your Submissions will be true and accurate; (iii) Submissions do not and will not violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity, or other personal or proprietary rights; and (iv) will not contain material that otherwise violates these Terms of Use, applicable laws, rules or regulations. You agree to take, at the Company's expense, any further action (including without limitation execution of affidavits and other documents) reasonably requested by the Company to effect, perfect, and confirm the license granted to the Company for your Submissions as stated herein.

Publication or use of any Submissions is at the sole discretion of the Company and the Company is under no obligation to publish or use any Submission. If your Submission is published, used and/or posted on the Site or otherwise used by the Company, we may include your name, likeness, photo or biographical information in conjunction with such publication, posting, or use. By submitting, disclosing, or offering a Submission, you hereby grant the Company the right to use your name in connection with the publication, use or posting of your Submission.

14. Contact the Company.

If you need to contact us regarding these Terms of Use, we may be reached by emailing us at mstein@sugarfoods.com.

15. Miscellaneous.

  1. This Site is administered by the Company from its offices in New York, New York. The Company makes no representation that Information in this Site is appropriate or available for use outside the United States. Access to this Site is prohibited in any territories where the content of this Site is illegal.

  2. You acknowledge and agree that the Terms of Use shall be a contract made in the United States, State of New York. All questions pertaining to the validity, construction, execution and performance of the Terms of Use shall be construed and governed in accordance with the domestic laws of the State of New York (including, without limitation, the UCC), without giving effect to principles of (i) comity of nations or (ii) conflicts of law. The Terms of Use shall not be governed by the provisions of the U.N. Convention on Contracts for the International Sale of Goods. Subject to either party's right to seek arbitration under the provisions of this section 15(b), any action commenced in connection with the Information, this Site or these Terms of Use, shall be brought in a federal or state court located in the United States of America, State of New York, County of New York, and to the extent not otherwise subject to the jurisdiction of such courts, you agree to waive any objection to such jurisdiction and to subject yourself to the jurisdiction of such courts. You further agree that service of process for any such action may be made by certified mail, return receipt requested, or by courier service that regularly maintains records of its pick-ups and deliveries, at your last known address, in addition to any other method of service of process authorized by applicable law. Any controversy or claim arising out of or relating to the Information, this Site or these Terms of Use shall be settled by binding arbitration in accordance with the Federal Arbitration Act, 9 U.S.C Sec. 1 et seq., and administered by the American Arbitration Association in accordance with its commercial arbitration rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitration proceedings shall be conducted in English, before a panel of three (3) neutral arbitrators. The place of the arbitration shall be in New York, New York. Any award in an arbitration initiated under these Terms of Use shall be in accordance with New York law and may be entered into a federal or state court located in the United States of America, State of New York, County of New York. In any arbitration initiated hereunder, the arbitrators will have no authority to award to you any consequential, exemplary, incidental, indirect or special damages, lost profits or punitive or other damages against the Company.

  3. Failure or delay by the Company to enforce compliance with any term or condition of these Terms of Use shall not constitute a waiver of such term or condition.

  4. These Terms of Use and the Other Terms constitute and contain the entire agreement between the Company and you with respect to your access to and use of this Site and its content and supersedes and replaces all prior agreements, prepared or otherwise, whether written or oral, concerning your access to and use of this Site.

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