• Welcome to the website (the "Website") of VivaBowl Cookery, LLC ("VivaBowl"). Please carefully review these General Terms & Conditions, the VivaBowl Store Terms & Conditions and the VivaBowl's Privacy Policy (collectively, the "Terms & Conditions"), all of which collectively govern your use of and access to all of the Website and any and all content, data and information contained therein and your purchase of any products from this Website.
• YOUR USE OF ANY PORTION OF THIS WEBSITE, YOUR PURCHASE OF ANY PRODUCTS FROM THIS WEBSITE, AND/OR, WHERE APPLICABLE, YOUR AFFIRMATIVE CONSENT WHEN PROMPTED, CONSTITUTES YOUR UNCONDITIONAL ACCEPTANCE OF THE TERMS & CONDITIONS AND YOUR WILLINGNESS TO BE BOUND BY THESE TERMS & CONDITIONS, AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME BY VIVABOWL, IN ACCORDANCE WITH THESE TERMS & CONDITIONS. UNLESS YOU AGREE TO ALL OF THE TERMS & CONDITIONS CONTAINED HEREIN, YOU ARE STRICTLY PROHIBITED FROM USING OR ACCESSING THIS WEBSITE OR MAKING A PURCHASE.
Solely Intended for United States Users
• Unless otherwise explicitly specified on the Website, the information on all of the Website is solely for use and access by persons residing in the United States, its territories, and possessions. VivaBowl controls and operates its Website from offices located in the United States and makes no representations or warranties that the information, products, or services contained on the Website is appropriate for use or access in other locations. Anyone using or accessing any of the Website from other locations does so on their own initiative and are responsible for compliance with local United States laws, if and to the extent applicable. VivaBowl makes no representation that the materials in the Website or the products described thereby are appropriate or available for use in other locations. If you access the Website from outside the United States, be advised the Website may contain references to products and services that are not available or are prohibited in your country.
Modifications of This Terms & Conditions
• VivaBowl reserves the right to change, modify, amend, and/or update these Terms & Conditions at any time with or without prior notice. Your use of this Website following any such changes, modifications, amendments, and/or updates, and/or, where applicable, your affirmative consent when prompted, constitutes your unconditional agreement to follow and be bound by these Terms & Conditions as so changed, modified, amended, and/or updated. You are responsible for reviewing these Terms & Conditions each time you use or access any portion of this Website, and at any time you are prompted to do so.
Links
• VivaBowl is not affiliated or associated with the sponsors, owners, or producers of any third-party websites linked to or from this Website. These linked sites are not under our control and VivaBowl explicitly disclaims any responsibility for the accuracy, content, or availability of the information, products, and/or services found on or through such third-party sites. VivaBwl urges you to review the terms and conditions and privacy policy posted on any site you visit before using the site or providing any personal data about yourself. VivaBowl does not endorse and has not taken any steps to confirm the accuracy or reliability of any of the information, products, or services contained on or through such third party sites. VivaBowl does not make any representations or warranties as to the security of any information (such as credit card and other sensitive information) you might give on any third-party site.
Use and Proprietary Rights
• The Website and its contents are intended solely for personal, non-commercial use. Unless otherwise explicitly specified, all materials that are included in or are otherwise contained on this Website constitute the copyrights, patents, trademarks, trade dress, and/or other intellectual property owned, controlled, or licensed by VivaBowl or by third parties who have licensed their materials to VivaBowl and are protected by U.S. and international intellectual property laws. The compilation (i.e., the collection, arrangement, and assembly) of all materials on this Website is the exclusive property of VivaBowl or its licensors and is protected by U.S. and international copyright laws. Except as solely provided in the next sentence, no material from any portion of this Website may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, shape, or form. All rights not expressly granted herein are reserved by VivaBowl. You may download one copy of the materials on any single computer for your personal, non-commercial use only, provided that: (a) you keep intact all copyright and other proprietary notices; (b) you do not use the materials in a manner that suggests an association with any of our products, services, or brands; and (c) you make no modifications to the materials.
• VivaBowl reserves the right at any time to: modify, suspend, or discontinue the Website or any service, content, feature, or product offered through the Website, with or without notice. You agree that VivaBowl shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Website, or any service, content, feature, or products offered through the Website.
• In addition, you agree not to: (a) use or access this Website for any purpose that is unlawful or prohibited by these Terms & Conditions; (b) use or access this Website in a manner that could damage, disable, overburden, or impair any VivaBowl server or the networks connected to any VivaBowl server; (c) interfere with the proper operation of the Website or any third party's use and enjoyment of this Website; (d) attempt to gain unauthorized access to accounts, computer systems, or networks connected to any VivaBowl server through hacking, password mining, or by any other means, or use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Website in a manner that sends more request messages to the Website servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; or (e) to upload, post, or transmit any material that infringes on the rights of any third party or contains defamatory, libelous, abusive, obscene, or otherwise objectionable material (as determined by us in VivaBowl's sole discretion).
• The Website is not intended for use by anyone under the age of 13. YOU MUST BE AT LEAST 13 YEARS OF AGE TO ACCESS AND USE THE WEBSITE. By accessing, using, and/or submitting information to or through the Website, you represent that you are at least 13 years of age. Anyone between age thirteen (13) and eighteen (18) may only use the Website under the supervision of his/her parent or a legal guardian. IF YOU ARE A PARENT/LEGAL GUARDIAN AND YOU PROVIDE YOUR CONSENT TO YOUR TEENAGER'S ACCESS TO AND USE OF THE WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS & CONDITIONS.
• The products sold on the Website are offered exclusively to individuals 18 years of age and older, who possess a valid credit card issued in their name. If you are under 18 years of age, you may use the Website only with involvement and oversight of a parent or guardian. VivaBowl and its affiliates reserve the right to refuse service or cancel orders in its sole discretion.
• You acknowledge and agree that VivaBowl may decline to provide access to the Website or stop (permanently or temporarily) providing the Website or the products offered on the Website (or any feature, program, or content within the Website) to you or other users at VivaBowl's sole discretion, without notice or liability to you. You acknowledge and agree that if VivaBowl disables access to your account, you may be prevented from accessing the Website, your account details, or any files or other content that is contained in your account.
User Ids/Passwords
• Use of certain features on the Website might be limited and/or require registration. VivaBowl will review and determine, in VivaBowl's sole discretion, whether to accept your registration. VivaBowl shall have the right, in its sole discretion, to refuse or restrict anyone from accessing the Website(s) at any time, for any reason. Upon acceptance of your registration by VivaBowl, you may select your user ID and password (collectively "Password") for accessing and using the applicable portion of the Website. When registering for your Password, you must provide accurate and complete information.
• VivaBowl reserves the right to require you to periodically change your Password. You agree to use your best efforts to maintain the security of your Password. You shall not disclose your Password to anyone else, and you shall not use anyone else's Password. You agree to notify VivaBowl immediately about any unauthorized use of your Password or any breach of security. You further agree that VivaBowl shall not be responsible for your failure to comply with this Section or any loss or damage arising out of, or related to, your use of your Password by you or anyone other than VivaBowl. You also agree to take responsibility for all purchases and other activities on or under any account registered to you, and you accept all risks for any unauthorized use of your account.
Charges and Payment
In certain instances, VivaBowl may charge a user fee, subscription fee, or other fee. In such instances where a fee may be charged, VivaBowl will notify you of the fee prior to your incursion of charges.
Disclaimer
• TO ANY APPLICABLE WARRANTIES OF THEIR RESPECTIVE MANUFACTURERS, DISTRIBUTORS, AND SUPPLIERS, IF ANY, AND THIS WEBSITE IS PROVIDED BY VIVABOWL ON AN "AS IS" AND "AS AVAILABLE" BASIS. VIVABOWL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS WEBSITE OR THE INFORMATION INCLUDED ON THIS WEBSITE. VIVABOWL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL COMPONENTS. VIVABOWL DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN OR ON THIS WEBSITE WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES THE WEBSITE WILL BE AVAILABLE AND FREE FROM ANY HARMFUL COMPONENTS, INCLUDING VIRUSES OR OTHER HARMFUL COMPONENTS.
• VIVABOWL DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ALL PRODUCT DESCRIPTIONS, PHOTOGRAPHS, PRICING, PROMOTIONS, OFFERS, AVAILABILITY, OR THAT THE INFORMATION ON THIS WEBSITE IS ACCURATE, COMPLETE, CURRENT, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE, ERROR-FREE, OR OTHERWISE. IF ANY INFORMATION IN OR ON THE WEBSITE IS INACCURATE, INCOMPLETE, OR OUT OF DATE, VIVABOWL RESERVES THE RIGHT TO CORRECT, CHANGE, OR UPDATE SUCH INFORMATION OR TO CANCEL ORDERS RELATED TO SUCH INFORMATION WITHOUT PRIOR NOTICE (INCLUDING AFTER YOU HAVE SUBMITTED AN ORDER). YOU ACKNOWLEDGE, BY YOUR USE OF THIS WEBSITE, THAT YOU ARE DOING SO AT YOUR OWN RISK.
Limitation of Liability
• UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, SHALL THE "VIVABOWL PARTIES" (WHICH IS DEFINED TO INCLUDE VIVABOWL, ROARK CAPITAL MANAGEMENT, LLC, ROARK CAPITAL ACQUISITION LLC, ROARK CAPITAL PARTNERS IV L.P. (THE "JIMMY JOHN'S ENTITIES");
• ENTITIES THAT ANY OF THE VIVABOWL ENTITIES OR ANY OF THEIR AFFILIATES MAY ACQUIRE, PURCHASE, OR ABSORB IN THE FUTURE; AND ANY JOINT VENTURES NOW EXISTING OR HEREAFTER CREATED BY THE VIVABOWL ENTITIES OR ANY OF THEIR AFFILIATES; ALONG WITH THEIR PRESENT, PAST, AND FUTURE DIRECT AND INDIRECT PARENT COMPANIES, SUBSIDIARIES, DIVISIONS, AFFILIATES, AND RELATED ENTITIES; AS WELL AS EACH OF THE PRESENT, PAST, AND FUTURE OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, SHAREHOLDERS, OWNERS, INVESTORS, FUNDS, VENDORS, ATTORNEYS, INSURERS, REPRESENTATIVES, AGENTS, INDEMNITORS, SUCCESSORS, PREDECESSORS (INCLUDING ENTITIES THEY HAVE ACQUIRED, PURCHASED OR ABSORBED), ASSIGNS, HEIRS AND FAMILY MEMBERS OF ANY OF THE FOREGOING; AND EACH OF ALL OF THEIR RESPECTIVE DIRECT AND INDIRECT OWNERS, MANAGEMENT, CONTROLLING PARTIES, ENTITIES UNDER COMMON CONTROL, OFFICERS, MEMBERS, PARTNERS, DIRECTORS, SERVANTS, AGENTS, EMPLOYEES, INCORPORATORS, SHAREHOLDERS, INVESTORS, MANAGERS, PRINCIPALS, INVESTMENT ADVISORS, CONSULTANTS, EMPLOYEES, REPRESENTATIVES, ATTORNEYS, ACCOUNTANTS, LENDERS, UNDERWRITERS, INSURERS, VENDORS, AND SERVICE PROVIDERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF, OR IN CONNECTION WITH, THE USE OF OR ACCESS TO OR INABILITY TO USE OR ACCESS THIS WEBSITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, DAMAGE TO YOUR OR A THIRD PERSON'S COMPUTER AND/OR ITS CONTENTS, EVEN IF AN AUTHORIZED REPRESENTATIVE OF VIVABOWL HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT YOU, AND NOT VIVABOWL, SHALL ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE. IN NO EVENT WILL ANY OF THE VIVABOWL PARTIES BE LIABLE FOR ANY DAMAGES IN EXCESS OF ONE HUNDRED UNITED STATES DOLLARS ($100.00) FOR ANY CLAIMS ARISING FROM OR RELATED TO THESE TERMS & CONDITIONS.
Indemnification
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD THE VIVABOWL PARTIES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS, AND EXPENSES, INCLUDING ATTORNEYS' FEES, ARISING FROM OR RELATED TO (I) YOUR USE OF THIS WEBSITE OR ANY PRODUCTS OBTAINED THROUGH THIS WEBSITE AND/OR (II) YOUR BREACH OF ANY OF THE TERMS OR CONDITIONS CONTAINED HEREIN.
Term and Termination
• VivaBowl shall have the right to terminate your access to, and use of, the Website and to block or prevent future access to and use of the Website and to delete your account and any related information immediately, if, in its sole discretion, Jimmy John's believes that your conduct fails to conform with these Terms & Conditions.
• VivaBowl also reserves the right to investigate suspected violations of these Terms & Conditions, including without limitation any violation arising from any submission, posting, or e-mails you make or send to the Website. Upon termination of these Terms & Conditions, all rights granted to you under these Terms & Conditions will cease immediately, and you agree that you will: (a) immediately discontinue use of the Website(s); and (b) as applicable, pay any amounts owed to VivaBowl in full within thirty (30) days from the date of such termination.
Applicable Laws
These Terms & Conditions shall be governed by and construed under the laws of the State of Oregon, without regard to conflicts of laws principles.
Arbitration
You agree that any dispute, claim, or controversy arising from or otherwise related to your use of the Website, purchases from the Website, these Terms & Conditions or the breach thereof, including disputes about the validity, scope, or enforceability of this arbitration provision, shall be resolved individually, without resort to any form of class action, and exclusively submitted to binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The Arbitration shall take place in Multnomah County, Oregon, before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered and enforced in any court having jurisdiction over the subject matter..
Commencement of Actions
ANY CAUSE OF ACTION OR CLAIM THAT YOU MAY HAVE WITH RESPECT TO THIS WEBSITE MUST BE COMMENCED WITHIN ONE-YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.
Miscellaneous
• The failure of VivaBowl to act with respect to a breach of these Terms & Conditions by you or others does not constitute a waiver and shall not limit VivaBowl rights with respect to such breach or any subsequent breaches. Neither the course of conduct between the parties nor trade practice shall act to modify these Terms & Conditions.
• VivaBowl may assign its rights and duties hereunder to any party at any time without any notice to you. These Terms & Conditions may not be assigned by you without VivaBowl's prior written consent. If any provision of these Terms & Conditions shall be unlawful, invalid, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms & Conditions and shall not affect the validity and enforceability of any remaining provisions. These Terms & Conditions may not be modified except in writing, signed by both parties.
Forward-Looking Statements
These Terms & Conditions and the documents incorporated by reference herein, if any, may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements are based on management's current expectations and assessments of risks and uncertainties and reflect various assumptions concerning anticipated results, which may or may not prove to be correct. Some of the factors that could cause actual results to differ materially from estimates or projections contained in such forward-looking statements include the pattern of brand sales, including variations in sales volume within periods; competition within the relevant product markets, including the ability to develop and successfully introduce new products, ensuring product quality, pricing, promotional activities, introduction of competing products, and continuing customer acceptance of existing products; loss of distributorship rights; risks inherent in acquisitions and strategic alliances; the loss of one or more key employees; the effects of a prolonged United States or global economic downturn or recession; changes in costs, including changes in labor costs, raw material prices, or advertising and marketing expenses; the costs and effects of unanticipated legal or administrative proceedings; and variations in political, economic, or other factors such as currency exchange rates, inflation rates, tax changes, legal and regulatory changes, or other external factors over which VivaBowl has no control. VivaBowl has no obligation to update any forward-looking statement in these Terms & Conditions or any other document incorporated herein.
These Terms & Conditions were last updated on November 17, 2017.
