CONTENT OF ONLINE MATERIAL
Opinions, advice, statements, offers, or other information or content made available through any public portion of the Site are those of their respective authors and not of Miami Foods, and should not be relied upon. Such authors are solely responsible for such content. Miami Foods does not guarantee the accuracy, completeness, or usefulness of any such information on the Site, and neither adopts nor endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on or available through such services. Under no circumstances will Miami Foods be responsible for any loss or damage resulting from anyone's reliance on information or other content posted on the Site or transmitted to any user of such Services. Miami Foods may change the content of the Site at any time and without prior notice.
DOWNLOADING OF DATA OR FILES AT YOUR PERIL
You expressly recognize that Miami Foods cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection, viruses, worms, time bombs, Trojan Horses or other code that manifests contaminating or destructive properties. You are solely responsible for implementing sufficient procedures to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to Miami Foods for the reconstruction of any lost data. You also expressly recognize that the Internet contains unedited materials, some of which may be unlawful, indecent, or offensive to you, and access to such materials by you is done at your sole risk.
YOUR RIGHT TO TERMINATE OR CANCEL
In order to purchase products offered on the Site, Miami Foods has enlisted the services of PayPal? as its authorized, independent agent to process any selections or orders that you make using the Site. As such, you will be be bound by the terms and conditions as set forth in PayPals User Agreement which may or may not outline specific terms such as termination or cancellation which Miami Foods encourages you to review prior to making any purchase from the Site.
MIAMI FOODS RIGHT TO TERMINATE OR CANCEL
Except as otherwise required by law, upon notice to you, Miami Foods may terminate or discontinue your order without liability to you for any of the following reasons if you fail to comply with any material provision of the Agreement, and such noncompliance continues for one (1) day after Miami Foods notifies you of such noncompliance. Notwithstanding the following, and except as otherwise provided by law, Miami Foods may immediately and without notice or liability to you cancel or discontinue any access to the Site or order placed therefrom in the event of any use by the Site, its contents and/or any of the products or services sold thereon by Miami Foods that is determined by Miami Foods, in its sole discretion, to adversely affect it, the Site, its customers or any other third parties or otherwise affecting, indirectly or directly with the Internet and/or other websites or use of the Site in an unlawful manner by you or others.
LIMITATIONS ON MIAMI FOODS' LIABILITY
This Section describes the Miami Foods's liability to you for any claims in connection with your use of the Site and any products and/or services purchased thereon: A.MIAMI FOODS LIABILITY ARISING OUT OF OR RELATED TO YOUR USE OF THIS SITE, INCLUDING ANY PROBLEMS THAT OCCUR IN CONNECTION WITH YOUR USE OF ANY PRODUCTS OR SERVICES SOLD THEREON, SHALL NOT EXCEED THE AMOUNT YOU ARE CHARGED FOR THE AFFECTED PRODUCT OR SERVICE SOLD DURING THE AFFECTED PERIOD. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY DAMAGES ARISING OUT OF MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, ERRORS, UNAVAILABILITY OR DEFECTS IN THE TRANSMISSION OF THE PRODUCTS OR SERVICES EVEN IF MIAMI FOODS WAS ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. HOWEVER, AND IN NO EVENT, SHALL MIAMI FOODS AGGREGATE LIABILITY EXCEED $100.00 FOR ANY ONE PARTY PER ANY ONE SUIT. YOU AND MIAMI FOODS AGREE THAT THIS IS A FAIR ALLOCATION OF RISK BASED UPON THE MANNER AND COST BY WHICH MIAMI FOODS SERVICES AND PRODUCTS ARE PROVIDED TO YOU, AND TAKING INTO ACCOUNT YOUR ABILITY TO TAKE OTHER MEASURES OR CONSULT OTHER RESOURCES IN CONNECTION WITH PURCHASING GOODS AND SERVICES ONLINE. B.EVEN IF MIAMI FOODS® WAS ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, MIAMI FOODS® IS NOT RESPONSIBLE TO YOU OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATED TO MIAMI FOODS'S PROVISION OR FAILURE TO PROVIDE SERVICES OR PRODUCTS FROM THE SITE, FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO DIRECT, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES. CONSEQUENTIAL, SPECIAL, INCIDENTAL AND INDIRECT DAMAGES WHICH INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR ANY LOSS OF PROFIT, REVENUE OR BUSINESS OPPORTUNITY, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF DATA. C.MIAMI FOODS IS NOT LIABLE FOR ANY FAILURE OF PERFORMANCE DUE TO CAUSES BEYOND ITS CONTROL, INCLUDING, BUT NOT LIMITED TO, ACTS OF GOD OR ANY PUBLIC ENEMY, FIRES, METEOROLOGICAL PHENOMENA, FLOODS, HURRICANES, SEVERE WEATHER OR OTHER NATURAL DISASTERS; NATIONAL EMERGENCIES, INSURRECTIONS, RIOTS OR WARS, ACTS OF TERRORISM; STRIKES, LOCKOUTS, WORK STOPPAGES, OR OTHER LABOR DIFFICULTIES; ACTS OF THE UNITED STATES OR ANY STATE OR POLITICAL SUBDIVISION THEREOF; ACTS OF THIRD PARTIES, INCLUDING BUT NOT LIMITED TO INCUMBENT LOCAL EXCHANGE CARRIERS, INTEREXCHANGE CARRIERS OR OTHER LONG DISTANCE SERVICE PROVIDERS OR FOREIGN TELEPHONE COMPANIES; AND ANY LAW, ORDER, REGULATION OR OTHER ACTION OF ANY GOVERNMENTAL ENTITY. D.THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. EXCLUSIONS TO MIAMI FOODS LIABILITY DESPITE ANY WORDING TO THE CONTRARY IN THIS AGREEMENT, MIAMI FOODS IS NOT LIABLE FOR CLAIMS OR DAMAGES ARISING FROM OR RELATED TO: THE USE OF THE SERVICES BY YOU (OR ANYONE AUTHORIZED BY YOU), IN A FRAUDULENT, UNLAWFUL OR OTHER MANNER THAT IS NOT CONSISTENT WITH THIS AGREEMENT; CLAIMS BY ANY THIRD PARTY ARISING OUT OF OR RELATED TO THE USE OF THE SERVICES BY YOU (OR ANYONE AUTHORIZED BY YOU), INCLUDING, BUT NOT LIMITED TO CLAIMS FOR INFRINGEMENT OF ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS; THE FAULT, NEGLIGENCE OR FAILURE TO PERFORM THE OBLIGATIONS UNDER THIS AGREEMENT BY YOU (OR ANY PARTY AUTHORIZED BY YOU); CLAIMS FOR ACTS OR OMISSIONS OF ANY PARTY OTHER THAN MIAMI FOODS; CLAIMS ARISING OUT OF OR RELATED TO A BREACH IN THE PRIVACY OR SECURITY OF COMMUNICATIONS TRANSMITTED OVER MIAMI FOODS'S NETWORK, UNLESS CAUSED BY MIAMI FOODS'S INTENTIONAL ACT OR OMISSION; CLAIMS DUE TO UNAUTHORIZED USE OF THE PRODUCTS OR SERVICES PROVIDED TO YOU. NO WARRANTIES/ DISCLAIMER BY USING THE SITE, YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE USE OF THIS SITE AND THE INTERNET GENERALLY. THE MATERIALS ARE PROVIDED "AS IS." MIAMI FOODS MAKES NO EXPRESS OR IMPLIED WARRANTIES ABOUT ITS SERVICES OR PRODUCTS THAT ARE NOT EXPRESSLY CONTAINED IN THIS AGREEMENT. MIAMI FOODS DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MIAMI FOODS ALSO MAKES NO WARRANTY THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU MAY NOT RELY ON STATEMENTS OF WARRANTY ABOUT MIAMI FOODS SERVICES OR PRODUCTS THAT ARE NOT OTHERWISE CONTAINED IN THIS AGREEMENT; SUCH STATEMENTS ARE NOT AUTHORIZED BYMIAMI FOODS AND ARE NOT A WARRANTY BY MIAMI FOODS. IN NO EVENT SHALL MIAMI FOODS BE LIABLE FOR ANY ERRORS OR OMISSIONS IN THE MATERIALS, INCLUDING, WITHOUT LIMITATION, ERRORS IN PRICING OR AVAILABILITY OF SERVICES OR PRODUCTS. IN THE EVENT THAT THE PRICE OF A PRODUCT OR SERVICE IS LISTED INCORRECTLY, MIAMI FOODS SHALL HAVE THE RIGHT TO REFUSE OR CANCEL ANY ORDERS PLACED FOR SUCH PRODUCT OR SERVICE AT THE INCORRECT PRICE, WHETHER OR NOT, IF AN ORDER HAS BEEN CONFIRMED AND YOUR CREDIT CARD CHARGED FOR THE PURCHASE. IF YOUR CREDIT CARD HAS BEEN CHARGED AND YOUR ORDER IS SUBSEQUENTLY CANCELED BY MIAMI FOODS, MIAMI FOODS SHALL PROMPTLY ISSUE A CREDIT TO YOUR CREDIT CARD. PRICES AND AVAILABILITY OF PRODUCTS AND SERVICES ARE SUBJECT TO CHANGE WITHOUT NOTICE. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE STATE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE LIMITATIONS ONMIAMI FOODS'S LIABILITY MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE STATEMENTS REGARDING THE PRODUCTS OFFERED ON THE SITE FOR SALE BY MIAMI FOODS HAVE NOT BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION. THESE PRODUCTS ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE. THE INFORMATION ON THIS WEB SITE OR IN E-MAILS IS DESIGNED FOR EDUCATIONAL PURPOSES ONLY. IT IS NOT INTENDED TO BE A SUBSTITUTE FOR INFORMED MEDICAL ADVICE OR CARE. YOU SHOULD NOT USE THIS INFORMATION TO DIAGNOSE OR TREAT ANY HEALTH PROBLEMS OR ILLNESSES WITHOUT CONSULTING A PHYSICIAN. PLEASE CONSULT A DOCTOR WITH ANY QUESTIONS OR CONCERNS YOU MIGHT HAVE REGARDING YOUR CONDITION OR THE CONDITION OF OTHERS FOR WHOM THE PRODUCT WAS PURCHASED FOR. RESULTS MAY VARY. YOUR LIABILITY TO MIAMI FOODS You will indemnify, defend and hold Miami Foods harmless from and against any and all claims and demands by third parties for loss or damages arising out of or related to the use of the Site and/or any of the products and/or services purchased by you or a party authorized by you. This includes, but is not limited to claims of the infringement or unauthorized use of any intellectual property right including, without limitation, copyright, trademark, trade name, service mark, or patent (related to use of the same in any manner not contemplated by this agreement); claims of libel, and slander; and all other claims arising out of or related to any act or omission in connection with the same by you or anyone authorized by you to use the Services.
LINKS TO THIRD PARTY SITES
The Site may contain links to third party sites. These links are provided for convenience purposes only and are not under the control of Miami Foods or its affiliates. Miami Foods does not make any representations and warranties, express or implied, regarding the content of any of these linked sites. These links do not constitute or imply an endorsement, authorization, sponsorship or affiliation by Miami Foods with respect to any third party, any third party's web site, the content of any third party's web site, or any products or services provided by a third party.
YOUR TRANSMISSIONS AND SUBMISSIONS TO MIAMI FOODS
You shall not transmit or submit, to any e-mail address provided on the Site, "bulk" or unsolicited advertisements for goods or services commonly known as "spamming" messages. You shall not transmit or submit, or cause to be transmitted or submitted, to Miami Foods or to or through the Site, or to any email address provided on the Site, information that contains any viruses, worms, Trojan horses, trap doors, back doors, easter eggs, time bombs, cancelbots or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, computer program, data or personal information. Any information (excluding personally identifiable information), including but not limited to remarks, suggestions, ideas, graphics or other submissions you communicate to Miami Foods through the Site shall be the exclusive property of Miami Foods. You acknowledge the originality of any submission communicated to Miami Foods and accept responsibility for its accuracy, appropriateness and legality. Miami Foods may use any information submitted for any purpose without restriction or compensation to the person sending the submission.
ACCESS AND USE BY MINORS
The Site is not intended to be accessed or utilized by persons under the age of 18. Miami Foods does not intend or purposefully attempt to gather information from children under the age of 13.
NOTICE TO MIAMI FOODS
Unless otherwise required by law, rule, regulation, ordinance or government action, all notices, communications, demands, waivers or otherwise required or permitted to be given to Miami Foods under this agreement shall be in writing (including electronic transmission) and shall be (as elected by the person giving such notice) hand delivered by messenger or courier service, electronically transmitted, or mailed (airmail if international) by registered or certified mail (postage prepaid), return receipt requested, addressed to: [INSERT] With a copy to: [INSERT] Notices shall be deemed delivered to Miami Foods upon receipt by it of such notice.
NOTICE TO YOU
Except as otherwise required by law, regulation ordinance or other government action, all notices, communications, demands, waivers or otherwise required or permitted to be given to you under this agreement will be made in at least one of the following ways: postcard or letter mailed to the most recent address on your account, e-mail to an address provided by you, message on your monthly bill, bill insert, posting on the Site, or call to your billed telephone number and speaking to you or leaving a voicemail message. Notices to you shall be deemed delivered three (3) days after deposit of any postcard, letter or bill in the U.S. mail, properly addressed to the most recent address on your account with postage prepaid; one (1) day after posting on the Site or transmittal via electronic mail; or on the day a Miami Foods representative contacts you by phone or leaves a voicemail message.
FLORIDA LAW GOVERNS THIS AGREEMENT
This agreement shall be construed under the laws of the State of Florida, without reference to principles of conflicts of laws. Venue shall lie exclusively in the courts (state and/or federal, as applicable) situated in Miami-Dade County, Florida. YOU EXPRESSLY WAIVE ANY AND ALL OBJECTIONS YOU MAY HAVE TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, EACH OF THE PARTIES CONSENT TO THE SERVICE OF PROCESS BY PERSONAL SERVICE OR ANY MANNER IN WHICH NOTICES MAY BE DELIVERED HEREUNDER. SEVERABILITY OF UNEFORCEABLE PROVISIONS The provisions of this agreement shall be severable, and if any of them are held invalid or unenforceable because of duration, geographic scope, scope of activity or other reason, such provision shall be adjusted to the minimum extent necessary to cure such invalidity. The invalidity or unenforceability of one provision shall not affect any other. NO WAIVER Any delay or forbearance by Miami Foods in exercising any right hereunder shall not be deemed a waiver of that right. EQUITABLE REMEDIES You acknowledge that Miami Foods will be irreparably damaged (and damages at law would be an inadequate remedy) if this agreement is not specifically enforced. Therefore, in the event of a breach or threatened breach by any party of any provision of this agreement, then Miami Foods shall be entitled, in addition to all other rights or remedies, to an injunction restraining such breach, and/or to a decree for specific performance of the provisions of this agreement without the necessity of posting a bond, even if otherwise required.
You may not use any service mark or trademark or other proprietary mark of Miami Foods including, but not limited to, [INSERT] without its express written permission. Any trademarks or service marks identified on the Site are the property of their respective owners (e.g. PayPal? is a trademark of PayPal, Inc.). The material printed on the Site is protected by copyright law, except for those works of the U.S. Government pursuant to 1 U.S.C. Section 105. The selection, arrangement and presentation of all materials (including information in the public domain) and the overall design of the Site are copyright ? Miami Foods and Products, Inc. Permission is given to view and print for the non-commercial purpose for viewing, reading and retaining for reference. Any other copying, distribution, retransmission or modification of information or materials on and/or acquired from the Site including, but not limited to, software, products or services, whether in hard-copy or electronic form without the express written permission of Miami Foods, is strictly prohibited. Miami Foods reserves all other rights. software, products or services obtained from the Services.
PREVAILING PARTY ENTITLED TO COSTS
In any action brought to enforce this agreement, the prevailing party will be entitled to costs and reasonable attorneys' fees.
TITLES AND SUBTITLES ARE FOR CONVENIENCE ONLY
The titles and subtitles used in this agreement are used for convenience only and are not to be considered in construing or interpreting this agreement.
You may not assign your rights under this agreement. Miami Foods may assign its rights under this Agreement without notice and without permission by you.
Any and all conditions and terms contained herein which, by way of operation of law should survive, shall so survive.
This agreement contains the entire agreement of the parties and supersedes all prior negotiations, correspondence, agreements and understandings, whether written and/or oral, between the same regarding the specific subject matter of this Agreement.