Terms & Conditions of Use
Last Updated: March, 24th 2016
Welcome to joincake.com (the "Site") owned and operated by Cake LLC (the "Company," "us" or "we"). Please read these Terms and Conditions of Use ("Agreement") carefully before using our web site. This Agreement sets forth the legally binding terms and conditions for your use of joincake.com, and any other features, content, or applications offered from time to time in connection with the Site (collectively, the "Services"). By viewing or otherwise using any of the Sites or Services, you agree to be bound by this Agreement. Use of the Sites and Services are subject to acceptance without modification of (a) all of the terms and conditions contained in this Agreement, (b) all other operating rules, policies and procedures that may be published from time to time on the Sites and (c) all additional terms and conditions that may be promulgated by us from time to time with respect to certain services offered by us on the Sites, which are all incorporated into this Agreement by this reference.
The Sites and Services are available only to individuals who are at least 13 years old. You represent and warrant that if you are an individual, you are (i) at least 13 years old and (ii) if you are between the ages of 13 and 18, you have parental permission to enter into this Agreement and to use the Sites and Services. We may, in our sole discretion, refuse to offer any portion of or all of the Sites and/or Services to any person or entity or change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Sites and Services is revoked in such jurisdictions.
We reserve the right in our sole discretion to (A) change, modify, add, or delete portions of this Agreement, (B) change, suspend, limit or discontinue any portion of or all of the Sites and/or Services (including, without limitation, the availability of any feature, database or content), and/or (C) charge for any portion of or all of the Sites and/or Services, in each case, at any time. We will provide notice of such changes only by posting the updated Agreement on our Sites and changing the "last updated" date listed above, by posting a notice on the Sites or by sending you an email. This Agreement applies exclusively to your access to, interaction with, and use of, the Sites and Services and does not alter in any way the terms or conditions of any other agreement you might have with us for certain products or services, or otherwise. We encourage you to review our Agreement each time you visit any of our Sites to see if it has been updated since your last visit. Your continued use of the Sites and/or Services following our notice of any such changes constitutes acceptance of those changes.
If you have any questions regarding the use and features of the Sites, please refer to the "Frequently Asked Questions" section of our Sites. All other questions or comments about the Sites should be directed to CustomerService@joincake.com.
In order to access or use some features of the Sites, you will have to create a user account. If you are under the age of 13, then you are not permitted to register as a user or otherwise submit personal information to us. To create a user account, you must provide true, accurate and complete registration information and, if such information changes, promptly update the relevant registration information. During registration, you will create a user name and password (an "Account"), which may permit you access to certain areas of the Sites not available to non-account users. We reserve the right to refuse registration of, or cancel an Account, in our sole discretion.
You are responsible for safeguarding and maintaining the confidentiality of your Account. You are solely responsible for the activity that occurs under your Account, whether or not you have authorized the activity. You agree to notify us immediately at our customer support address (CustomerService@joincake.com) of any breach of security or unauthorized use of your Account.
All materials on the Sites other than the Submitted Items (as defined below), including, without limitation, the Cake logo, design, text, graphics, other files, and the selection and arrangement thereof are the proprietary property of the Company or its affiliates or licensors. You may electronically copy and print to hard copy portions of the Sites for the sole purpose of using materials on the Sites for informational, non-commercial, personal and internal use only, provided you keep all copyright and other proprietary notices intact. Any other use of such materials, including any commercial use or reproduction for purposes other than described above, or modification, distribution, republication, display, or performance of such materials, without our prior written consent is strictly prohibited.
Trademarks and Other Intellectual Property
"joincake.com," "Cake," and other trademarks on the Sites are trademarks or service marks of the Company or its affiliates or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written consent of the Company. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of the Company, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.
The Company might have patents, trademarks, service marks, copyrights, or other intellectual property rights covering subject matter in the pages of the Sites and any software part of the Sites. Except to the extent we may have granted you licenses to certain intellectual property in this Agreement, our providing you with such web pages or any software does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.
Hyperlinks and RSS Feeds
You are granted a limited, nonexclusive right to create a hyperlink to the Sites except where user login is required, provided such link does not portray the Company or any of its products or services in a false, misleading, derogatory, or otherwise defamatory manner. This limited right may be revoked at any time. You may not use, frame or utilize framing techniques to enclose any Company trademark, logo, or other proprietary information, including the images found on the Sites, the content of any text, or the layout/design of any page or form contained on any page of the Sites, without Company's prior written consent. Except as noted above or as otherwise expressly provided in this Agreement, you are not conveyed any right or license, by implication, estoppel or otherwise, in or under any patent, trademark, copyright, or proprietary right of the Company or any third party.
The Company may provide access to portions of its Sites via RSS feeds; for the purposes of this Agreement, such access constitutes use of the Sites. We ask that you use these features respectfully, as outlined in this Agreement. You may not use these or any other features or the Sites themselves to allow the display of a substantial portion of or reproduce, duplicate or copy any of the Sites. We reserve the right to change these features at any time and to disable access to the feeds at any time for any reason.
Third-Party Content & Services
The Company has no control over any third-party content, services, business practices or privacy policies ("Third-Party Content"). The Company does not endorse or adopt any Third-Party Content and can make no guarantee as to its accuracy or completeness. The Company does not warrant the accuracy of any information contained on, and undertakes no responsibility to update or review, any Third-Party Content. Users use these hyperlinks and Third-Party Content contained therein at their own risk, including being exposed to content that you may consider offensive or inappropriate. You agree that your only recourse is to stop using the Site. You acknowledge that the Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of Third-Party Content, or for any damage or loss caused or alleged to be caused by your use of or reliance on any Third-Party Content.
By submitting, disclosing, or offering any comment, feedback, postcard, suggestion, idea, note, drawing, concept, and/or other information, content, material or other item (each, a "Submitted Item") to us, either online or offline and whether or not solicited by us, including, without limitation, through your participation in a discussion forum or in an interactive area of the Sites, you hereby grant and agree to grant to us an irrevocable, nonexclusive, perpetual, worldwide, royalty-free, fully paid-up, sublicensable and transferable right and license to use, display, perform, modify, reproduce, publish, distribute, make derivative works of, and otherwise commercially and non-commercially exploit your Submitted Items (and all copyright, trade secret, trademark, or other intellectual property rights therein), in any medium now existing or hereafter developed (including but not limited to print, film, or electronic storage devices), in connection with the Sites, the Services and/or the Company's (and its successors' and assigns') business, including without limitation for promoting and redistributing part or all of the Sites (and derivative works thereof) or the Services in any media formats and through any media channels (including, without limitation, third party websites), in each case, without compensation of any kind to you or any third party. You also hereby grant and agree to grant each user of the Sites and/or the Services a non-exclusive license to access your Submitted Items through the Sites and the Services and to use such Submitted Items as permitted through the functionality of the Sites and the Services and under this Agreement.
YOU HEREBY REPRESENT AND WARRANT THAT (A) YOU HAVE ALL NECESSARY RIGHT, POWER, AND AUTHORITY TO GRANT THE LICENSE SET FORTH HEREIN TO YOUR SUBMITTED ITEM, AND (B) USE OF YOUR SUBMITTED ITEM BY THE COMPANY AND THE USERS OF THE SITES AND/OR SERVICES (INCLUDING, WITHOUT LIMITATION, PUBLISHING CONTENT ON OR AT THE SITES) WILL NOT VIOLATE, MISAPPROPRIATE, OR INFRINGE ANY COPYRIGHT, TRADE SECRET, TRADEMARK, PRIVACY, PUBLICITY, CONTRACT OR OTHER RIGHTS OF ANY THIRD PARTY. YOU WILL TAKE, AT YOUR OWN 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 TO YOUR SUBMITTED ITEM AS SET FORTH HEREIN.
Publication or use of any Submitted Items is at the sole discretion of the Company and the Company is under no obligation to publish or use any Submitted Item. If your Submitted Item is published and/or posted on any of the Sites or otherwise used by the Company we may include your user name in conjunction with such publication, posting, or other use. By submitting, disclosing, or offering a Submitted Item, you hereby grant the Company the right to use your user name in connection with the publication, posting or other use of your Submitted Item. You must include your full name and e-mail address with your Submitted Item so we can contact you if we have any questions about your Submitted Item; however, only your user name will be published with your Submitted Item. The Company may include your name, likeness, photo, biographical information and/or other information in connection with the publication of your Submitted Item, if agreed upon by you.
The Company does not endorse and has no control over any Submitted Items. The Company has the right, but not the obligation, to monitor the Sites, Services and/or Submitted Items. The Company may remove any Submitted Items at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Submitted Items), or for no reason at all. Under no circumstances will the Company be liable in any way for any Submitted Items, including, but not limited to, any errors or omissions in any Submitted Items, or any loss or damage of any kind incurred in connection with use of or exposure to any Submitted Items posted, emailed, accessed, transmitted or otherwise made available via the Sites and/or Services.
The Company is explicitly not responsible for the manner or circumstances by which third parties access or use public content and is under no obligation to disable or otherwise restrict this access.
The Sites include discussion forums and other interactive areas. All such forums and interactive areas shall be used only for non-commercial purposes. You are solely liable for any Submitted Items you upload or transmit to and for your activity in connection with the discussion forums or interactive areas of the Sites. By way of example, and not as a limitation, you agree not to use any of the Sites to do any of the following:
- 1.1 Upload, post, e-mail, transmit, publish or otherwise distribute or make available any message, information, text or other material ("Material") that may be considered to be unlawful, harmful, libelous, tortious, defamatory, obscene, vulgar, pornographic, indecent, lewd, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, hateful, or racially, ethnically or otherwise objectionable;
- 1.2 Upload, post, e-mail, transmit, publish or otherwise distribute or make available any Material that would constitute or encourage 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, the regulations of the U.S. Securities and Exchange Commission, any rules of any securities exchange such as the New York Stock Exchange, the American Stock Exchange, or the NASDAQ;
- 1.3 Upload, post, e-mail, transmit, publish or otherwise distribute or make available any Material that might infringe any patent, trademark, trade secret, copyright, right of publicity or other right of any party;
- 1.4 Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
- 1.5 Without Company's written permission, upload, post, e-mail, transmit, publish or otherwise distribute or make available any unsolicited or unauthorized promotions, advertising or solicitations for funds, goods or services, including junk mail, spam, and chain letters;
- 1.6 Harm minors in any way; or
- 1.7 Upload, post, e-mail, transmit, publish or otherwise distribute or 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 or to damage or obtain unauthorized access to any system, data, password or other information of the Company or any third party.
Additionally, you shall not: (a) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or its third party providers') infrastructure; (b) interfere or attempt to interfere with the proper working of any of the Sites and/or Services; (c) bypass any measures we may use to prevent or restrict access to any portion of the Sites and/or Services (or other accounts, computer systems or networks connected to any of the Sites and/or Services); or (d) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Sites.
Furthermore, you shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Sites or Services, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Sites or Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any or all of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
THE SITES, SERVICES AND THE CONTENT AVAILABLE ON OR THROUGH SUCH SITES AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND YOU AGREE USE OF THE SITES, SERVICES AND CONTENT AVAILABLE ON OR THROUGH SUCH SITES AND SERVICES IS AT YOUR SOLE RISK. The COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE COMPANY DOES NOT REPRESENT OR WARRANT CONTENT AVAILABLE ON OR THROUGH THE SITES AND SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. THE COMPANY ALSO DOES NOT REPRESENT OR WARRANT THAT (A) THE SITES OR THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR (C) THESITES AND SERVICES ARE FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.
THE SITE IN NO WAY OR FORM SUPPLIES ANY ADVICE THAT SHOULD BE CONSTRUED AS LEGAL ADVICE OR COUNSEL.
Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, and supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by the Company.
Limitation of Liability
TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL The COMPANY OR ITS AFFILIATES OR LICENSORS (INCLUDING, WITHOUT LIMITATION, CONTENT PROVIDERS), OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, STOCKHOLDERS, CREDITORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS, OR SUPPLIERS BE LIABLE FOR ANY (A) SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR RELIANCE DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR (B) DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $1.00, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SITES OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, USE OF, OR INABILITY TO USE, THE SITES OR CONTENT CONTAINED ON, OR ACCESSED THROUGH, THE SITES, IN EACH CASE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
The Company is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers, or providers, computer equipment, software, failure of any e-mail or redemption to be received by the Company on account of technical problems or traffic congestion online or on the Sites or at any web site, or any combination thereof including any injury or damage to entrant's or any other person's computer related to or resulting from downloading any materials from the Sites. If, for any reason, the Sites are not capable of running online as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the control of the Company that threatens or corrupts or adversely affects the administration, security, fairness, integrity or proper conduct of any of the Sites, We reserve the right, in our sole discretion, to cancel, terminate or suspend the use of the Sites and Services. CAUTION: ANY ATTEMPT BY YOU TO DELIBERATELY DAMAGE ANY OF THE SITES OR SERVICES OR UNDERMINE THE LEGITIMATE OPERATION OF ANY OF THE SITES OR SERVICES MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, WE WILL TERMINATE YOUR USE OF THE SITES AND SERVICES AND RESERVES THE RIGHT TO SEEK DAMAGES FROM YOU TO THE FULLEST EXTENT PERMITTED BY LAW.
You agree to defend, indemnify and hold harmless the Company, its affiliates, and all of its and their officers, directors, agents, suppliers, and licensors from and against any and all claims, damages, costs and expenses, including attorneys' fees, arising from or related to (a) your use of any of the Sites or Services or any Materials or Submitted Items you provide, including, but not limited to, any claim by a third party that any Materials or Submitted Items you provide infringe or violate such third party's rights or interests and/or (b) your breach of this Agreement. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
Removal and Disclosure
We reserve the right to, at our sole discretion, remove, take down, destroy or delete any Material and/or Submitted Items at any time and for any reason, including, but not limited to Material and Submitted Items that we deem inappropriate or which we believe might subject us to any liability. We may access, use and disclose transaction information about your use of our Sites and Services, and any Material and Submitted Items transmitted by you via or in connection with our Sites, to the extent permitted by law, in order to comply with the law (e.g., a lawful subpoena), to initiate, render, bill and collect for our products and services, to protect our rights or property, or to protect users of our Sites from fraudulent, abusive, or unlawful use of our Sites and Services. INDIRECT OR ATTEMPTED VIOLATIONS OF THIS AGREEMENT OR ANY RELATED POLICY, GUIDELINE OR AGREEMENT, AND ACTUAL OR ATTEMPTED VIOLATIONS BY A THIRD PARTY ON YOUR BEHALF, SHALL BE CONSIDERED VIOLATIONS OF THIS AGREEMENT BY YOU.
These terms and conditions shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its choice of law principles to the contrary. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Boston, Massachusetts, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state and federal courts residing in Boston, Massachusetts, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any such suit, action, or proceeding arising out of this Agreement. Use of the Sites and Services is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this Section.
The Company reserves the right, without notice and in its sole discretion at any time, to terminate your license to use any or all of the Sites and Services, to block or prevent future access to and use of any of the Sites and Services, and to remove and discard any Material and Submitted Items. If you wish to terminate your account, you may do so by contacting us at CustomerService@joincake.com. Any fees paid hereunder are non-refundable. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
The Agreement is the entire agreement between you and the Company with respect to the use of the Sites and Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and the Company with respect to the use of the Sites and Services. All waivers must be in writing. The Company shall not be liable for any failure to deliver products or services or otherwise perform its obligations hereunder where such failure results from any cause beyond the Company's reasonable control. The Agreement is personal to you, and is not assignable, transferable or sublicensable by you except with the Company's prior written consent. The Company may assign, transfer or delegate any of its rights and obligations hereunder without consent. Any attempted transfer in violation hereof will be void and of no effect. This Agreement will be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the parties. No agency, partnership, joint venture, or employment relationship is created as a result of the Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. Except as otherwise provided herein, all notices under the Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.