Terms Of Use

Effective Date: December 18, 2012

 

Welcome! You have arrived at one of Papa’s Pizza & Barbecue Management, LLC (“Papa’s Pizza” or “we,” “our” or “us”) family of websites, mobile sites, interactive features, applications and downloads that are operated by us and available through our websites (each a “Site”, and collectively, the “Sites”) whether accessed via computer, mobile device, tablet or other technology (each a “Device”). While we hope you enjoy our Sites, it is important that you carefully read these Terms of Use (“Terms”) before using the Sites, as they affect your legal rights and obligations and govern your use of the Sites. You agree to these Terms by accessing or using our Sites. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, DO NOT USE THE SITES.

 

In some instances, both these Terms and a separate terms of service or sale document setting forth other terms may applyto your use of the Sites or to a product offered via our Sites (in each instance, and collectively, “Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. You consent to the collection and use of your data in accordance with the Sites’ Privacy Policy.

 

1. CONTENT, OWNERSHIP AND LIMITED LICENSE

 

A. Content. The Sites contain: (i) materials and other items relating to Papa’s Pizza and our products and services, including, without limitation, all layout, information, text, data, files, images, scripts, designs, graphics, characters, button icons, instructions, illustrations, games, activities, photographs, audio clips, music, sounds, pictures, videos, animation, URLs, technology, software, interactive features, and the “look and feel” of the Sites, (ii) trademarks, logos, trade names, service marks, and trade identities of Papa’s Pizza and other parties; and (iii) other forms of intellectual property owned by us or other third parties (all of the foregoing, collectively, “Content”).

 

B. Ownership. The Sites (including past, present, and future versions) and the Content are owned by Papa’s Pizza or our licensors. All right, title, and interest in and to the Content available via the Sites is the property of Papa’s Pizza, our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, patent, or other intellectual property rights and laws to the fullest extent possible.

 

C. Limited License. As long as you comply with these Terms, we grant you a limited, non-exclusive, revocable, non-assignable, and non-transferable license to: download (temporary storageonly), display, view, use, play, and/or print one (1) copy of the Content on a Device for your personal, non-commercial use only. The license does not give you any ownership of, or any other intellectual property interest in, any Content, and may be immediately suspended or terminated for any reason, in Papa’s Pizza’s sole discretion, and without advance notice or liability. All rights not expressly granted to you are reserved by us and other third parties. Any unauthorized use of any Content or the Sites for any purpose is prohibited.

 

 

 

2. CONTENT SUBMITTED BY YOU

 

A. User Content.Papa’s Pizza may offer users of the Sites the opportunity to post, upload, display, or otherwise make available through the Sites messages, text, illustrations, images, graphics, photos, comments, videos, information, questions, suggestions, or other content (collectively, “User Content”). You agree that: (a) your User Content will be treated as non-confidential and non-proprietary and will not be returned, and (b) Papa’s Pizza does not assume any obligation of any kind to you with respect to your User Content.

 

B. License to Papa’s Pizza of Your User Content.By uploading your User Content, you grant to us the unrestricted, unconditional, non-exclusive, unlimited, worldwide, irrevocable, perpetual and royalty-free right and license to host, use, copy, distribute, reproduce, sell, sub-license, display, transmit, broadcast, modify, translate, archive, store, or otherwise exploit in any manner whatsoever, your User Content for any purpose whatsoever in all formats; on or through any media, software, or medium now known or hereafter developed; and with any technology or devices now known or hereafter developed and to advertise, market and promote the same. You further agree that we are free to use any ideas, concepts, know-how or techniques contained in any User Content that you send to a Site or us, for any purposes whatsoever, including, developing and marketing products and or services using your User Content, and without compensation to you of any kind. You further perpetually and irrevocably grant us the unconditional right to use and exploit your name, persona and likeness included in any User Content without any obligation or compensation to you. You also grant us the right to transfer to, sub-license and authorize others exercise any of the rights granted to us under these Terms; and each such third party will be entitled to benefit from the rights and licenses granted to us under these Terms. You waive any moral rights you may have in any User Content you submit.

 

C. Papa’s Pizza’s Exclusive Right to Manage All User Content.We do not have any obligation to prescreen, monitor, or remove any User Content that is posted on the Sites but we have the right to protect and enforce our and our licensor’s licensed rights with respect to your User Content. However, we retain the right (but not the obligation), in our sole discretion and for any reason, to review, prescreen, monitor, edit, block access, remove, or move any User Content submitted to the Sites without notice or liability; provided, however, Papa’s Pizza reserves the right to treat User Content on the Sites, as content stored at the direction of users for which Papa’s Pizza will not exercise editorial control except to enforce the rights of third parties and the content restrictions set forth below when notice of such violations are directed to our attention.

 

 

 

3. SITE AND CONTENT USE RESTRICTIONS

 

A. Sites Use Restrictions. You agree that you will not: (a) use the Sites for any commercial or political purpose; (b) use any meta tags or any other “hidden text” utilizing any Papa’s Pizza trademarks or trade names; (c) engage in any activities through or in connection with the Sites that seek to attempt to or do harm to us, the Sites or any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal, or that violate any right of any third party or are otherwise objectionable to Papa’s Pizza; (d) reverse engineer, decompile, disassemble, or modify any Sites source or object code or any software or other products accessible through any portion of the Sites; (e) engage in any activity that interferes with any users’ access to the Sites or the proper operation of the Sites; (f) interfere with or circumvent any security feature of the Sites or any feature that restricts or enforces limitations on use of or access to the Sites, the Content, or the User Content; or (g) otherwise violate these Terms.

 

B. Content Use Restrictions.You also agree that, in using the Content: (a) you will not monitor, gather, copy, or distribute such Content by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, or any other automatic device, utility, or manual process of any kind; (b) you will not frame to enclose any such Content; (c) you will keep intact all trademark, copyright, and other intellectual property notices contained in such Content; (d) you will not use such Content in a manner that suggests an unauthorized association with any of our products; or (e) you will not modify, reproduce, archive, sell, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, to any third party or on any third-party website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms.

 

 

 

4. REGISTRATION

 

Certain areas of our Sites may require registrationor may otherwise ask you to provide information to participate in certain features, such as to receive newsletters or mobile alerts, purchase merchandise, to access certain Content or post User Content. The decision to provide this information is purely optional; however, if you elect not to provide such information, you may not be able to access some Content or participate in certain features. When you provide information to the Sites, you agree to provide only true, accurate, current and complete information. If you register on the Sites, you agree to accept responsibility for all activities that occur under your account or password, if any, and you agree you will not sell, transfer or assign your account. We reserve the right to terminate your account or otherwise deny you access in its sole discretion without notice and without liability.

 

 

 

5. LINKING TO OUR SITES

 

We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the Sites, so long as: (a) the links only incorporate text, and do not use any trademark graphics that are owned by Papa’s Pizza, (b) the links and the content on your website do not suggest any affiliation with Papa’s Pizza or cause any other confusion, and (c) the links and the content on your website do not portray Papa’s Pizza or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is inappropriate for children or that is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal or that violate any right of any third party or are otherwise objectionable to Papa’s Pizza. Papa’s Pizza reserves the right to suspend or prohibit linking to the Sites for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.

 

6. LINKED WEBSITES

 

The Sites may contain links to third-party websites (“Linked Websites”), including websites operated by certain other third parties who may have business relationships with Papa’s Pizza. Papa’s Pizza does not have control over the content, operations, policies, terms, or other elements of Linked Websites, and Papa’s Pizza does not assume any obligation to review any Linked Websites. Any activities you engage in connection therewith are subject to the privacy and other policies, terms and conditions of use, and rule issued by the operator of the Linked Websites. Papa’s Pizza disclaims all liability in connection therewith.

 

 

 

7. SWEEPSTAKES AND CONTESTS

 

Any sweepstakesor contest that may be offered via the Sites may be governed by a separate set of “official rules” It is your responsibility to read the in order to determine whether or not you are eligible and want to participate, register, and/or enter.

 

8. WIRELESS FEATURES

 

The Sites may offer certain features and services that are available to you via your wirelessDevice which may include the ability to access the Sites’ features and upload User Content to the Sites, receive messages from the Sites, and download applications to your Device (collectively, “Wireless Features”). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on our wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.

 

You agree that as to the Wireless Features for which you are registered for, we may send communications to your wireless Device regarding us or other parties. If you have registered via the Sites for Wireless Features, then you agree to notify Papa’s Pizza of any changes to your wireless number (including phone number) and update your account on the Sites to reflect the changes.

 

 

 

9. GOVERNING LAW, JURISDICTION AND NO CLASS ACTIONS

 

A. Governing Law/Jurisdiction.THESE TERMS AND THE INTERPRETATION OF THESE TERMS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MICHIGAN, WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES. YOU AGREE THAT JURISDICTION OVER AND VENUE IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SITES, THE USE OR ACCESS THEREOF, OR THESE TERMS MUST BE IN THE STATE OR FEDERAL COURTS LOCATED IN WAYNE COUNTY AND YOU HEREBY CONSENT AND SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS LOCATED IN OAKLAND COUNTY FOR ANY SUCH LEGAL PROCEEDING.

 

B. No Class Actions.To the fullest extent permitted by applicable law, you agree that any and all disputes, claims and causes of action you may have in connection with or related to the Sites will be resolved individually, without resort to any form of class action.

 

C. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE WITH RESPECT TO ANY SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.

 

 

 

10. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.

 

YOUR ACCESS TO AND USE OF THE SITES IS AT YOUR SOLE RISK. THE SITES ARE PROVIDED ON AN “AS IS” “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, Papa’s Pizza and its parents, affiliates, subsidiaries and each of their respective employees, directors, franchisees, managers, shareholders, agents, vendors, licensors, licensees, contractors, successors, and assigns (collectively, the “Papa’s Pizza Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:

 

(a) the Sites (including the Content and the User Content);

 

(b) the functions, features, or any other elements on, or made accessible through, the Sites;

 

(c) any products, services, or instructions offered or referenced at or linked through the Sites;

 

(d) security associated with the transmission of your User Content transmitted to Papa’s Pizza or via the Sites;

 

(e) whether the Sites or the servers that make the Sites available are free from any harmful components (including viruses, trojan horses, and other technologies that could adversely impact your internet device);

 

(f) whether the information (including any instructions) on the Sites is accurate, complete, correct, adequate, useful, timely, or reliable;

 

(g) whether any defects to the Sites will be repaired; and

 

(h) whether your use of the Sites is lawful in any particular jurisdiction.

 

EXCEPTING ONLY AS MAY BE SPECIFICALLY SET FORTH IN ANY ADDITIONAL TERMS, THE PAPA’S PIZZA PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

 

Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.

 

 

 

11. LIMITATIONS OF LIABILITY

 

UNDER NO CIRCUMSTANCES WILL ANY PAPA’S PIZZA PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:

 

(a) the Sites (including the Content and the User Content);

 

(b) your use of or inability to use the Sites, or the performance of the Sites;

 

(c) any action taken in connection with an investigation by Papa’s Pizza Parties or law enforcement authorities regarding your access to or use of the Sites;

 

(d) any action taken in connection with copyright or other intellectual property owners or other rights owners;

 

(e) any errors or omissions in a Site’s technical operation; or

 

(f) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.

 

The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if the Papa’s Pizza Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action of contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Sites).

 

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.

 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PAPA’S PIZZA PARTIES’ TOTAL LIABILITY TO YOU IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SITES AND YOUR RIGHTS UNDER THESE TERMS EXCEED AN AGGREGATE OF $10.00 FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION.

 

 

 

12. INDEMNITY

 

 You agree to indemnify and hold harmless the Papa’s Pizza Parties from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of or access to the Sites, the Content or User Content, including but not limited to claims arising out of (i) your violation of these Terms; (ii) your violation of any third-party right including any copyright, trademark, trade secret, or privacy right; (iii) your User Content; (iv) any misrepresentation made by you; and (v) Papa’s Pizza’s use of your information. You agree to cooperate fully with Papa’s Pizza in the defense of any claim. Papa’s Pizza reserves the right to assume the exclusive defense and control of any claim indemnified under this section by you.

 

13. GENERAL PROVISIONS

 

A. Updates to Terms.Papa’s Pizza reserves the right to modify these Terms and any Additional Terms, at any time without prior notice (“Updated Terms”) and they will be effective as of the time we post them on the home page. You agree that we may notify you of the Updated Terms by posting them on the Sites so that they are accessible via a link on the home page of the Sites, and that your use of the Sites after we post the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms.

 

B. Operation of Sites; International Issues.Papa’s Pizza controls and operates the Sites from its Corporate Office in Farmington Hills, Michigan in the United States, and Papa’s Pizza makes no representation that the Sites are appropriate or available for use outside of the United States. If you use the Sites from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply.

 

C. Severability; Interpretation. If any provision of these Terms is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter.

 

D. Investigations; Cooperation with Law Enforcement; Termination; Survival. Papa’s Pizza reserves the right to: (i) investigate any suspected breaches of its Sites security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms, (iii) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (iv) prosecute violators of these Terms, and (v) discontinue the Sites, in whole or in part, or suspend or terminate your access to it, in whole or in part, including any accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Papa’s Pizza under these Terms. Upon suspension or termination of your access to the Sites, or upon notice from Papa’s Pizza, all rights granted to you under these Terms will cease immediately, and you agree that you will immediately discontinue use of the Sites. The provisions of these Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Papa’s Pizza in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, and no class action.

 

E. Assignment.Papa’s Pizza may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice.

 

F. No Waiver.Except as expressly set forth in these Terms, no failure or delay by you or Papa’s Pizza in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy.