Terms and Conditions

IMPORTANT! PLEASE CAREFULLY READ THESE TERMS OF USE AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS.

Please read carefully the following provisions of these Terms of Use (the “Agreement” or “Terms of Use”). This is a legal agreement between you and BARFACTORY INC. (“BarFactory”, “we” or “us) regarding the use of the bar-empire.com website, the mobile and touch versions and any individual sites or merchant-specific, city-specific, or other area-specific sites we have now or may have in the future (collectively the “BarFactory Service”). In order to use the BarFactory Service, you must agree to our Terms of Use.

1. ACCEPTANCE OF TERMS OF USE

By using the BarFactory Service you (“you” or “User”) agree to these Terms of Use, our Privacy Policy, and any additional terms applicable to certain programs in which you may elect to participate or with respect to any portion of the BarFactory Service, as any of the same may exist from time to time. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MUST IMMEDIATELY STOP ACCESSING OR USING THE BARFACTORY SERVICE.

2. CHANGE IN THE TERMS OF SERVICE

We reserve the right at all times to discontinue or modify any part of these Terms of Use as we deem necessary or desirable. We suggest that you revisit our Terms of Use from time to time to ensure that you stay informed of any such changes to the BarFactory Service. Your use of the BarFactory Service after we update these Terms of Use will constitute acceptance of the modified Terms of Use. We also reserve the right to change or discontinue any aspect or feature of the BarFactory Service including, but not limited to, requirements for access or use.

3. OWNERSHIP OF THE BARFACTORY SERVICE

As between you and us, you own Your Content. We own our Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, mobile applications, aggregate user review ratings, and all other elements and components of the BarFactory Service excluding Your Content, User Content and any other Content posted on the BarFactory Service. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (“IP Rights”) associated with the our Content and the BarFactory Service, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of our Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights and all rights in and to the BarFactory Service are retained by us.

4. USING THE BARFACTORY SERVICE

A. Eligibility

To access or use the BarFactory Service, you must be of minimum legal age to consume alcohol in the jurisdiction of your residence; provided that you must be at least 18 years or older. You must also have the requisite power and authority to enter into this Agreement. Any use or access to the BarFactory Service by anyone under 18 is strictly prohibited and in violation of these Terms of Use. If you are under 18, please do not attempt to register for the BarFactory Service or send any information about yourself to us, including your name, address, telephone number, or email address. If we learn that we have collected personal information from anyone under age 18, we will delete that information as quickly as possible. You may not access or use the BarFactory Service if you are a competitor of ours or if we have previously banned you from the BarFactory Service or closed your account.

B. Permission to Use the BarFactory Service.

We grant you permission to use the BarFactory Service subject to the restrictions in these Terms of Use. Your use of the BarFactory Service is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.

C. Site Availability.

The BarFactory Service may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.

D. User Accounts

You must create an account and provide certain information about yourself or your Business in order to use some of the features that are offered through the BarFactory Service. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account. You may never use another User’s account without permission. We reserve the right to close your account at any time for any or no reason.

The BarFactory Service is available through Facebook, Twitter, and Google Plus services, which requires an active account with the applicable service, and you hereby represent and warrant that you have read and agreed to be bound by all applicable policies governing the use of such service and will act in accordance with those policies, in addition to your obligations under these Terms of Use. If you sign into BarFactory Service through Facebook, Twitter, or Google Plus service, you will provide your account credentials with such service to BarFactory, and you are consenting to have the information in that account transmitted into your BarFactory account, and you agree that you shall only use the accounts owned by you, and not by any other person or entity.

a. Additional Terms of Use for Businesses (e.g, bars).

You hereby agree that by creating, updating, and monitoring this profile that you are the owner of the said business (the “Business”) or have the explicit written consent of the Business authorizing you to handle the Business on behalf of the owner of the said Business, and that you are at least 18 years of age or older. You agree that we only authorize the owner of the Business or the agent of the owner to create, update and monitor this profile. If any dispute whatsoever arises due to the ownership or authorized agent for the ownership of any Business, we will suspend the profile at our discretion until we have investigated the dispute and made a determination in our sole discretion, and you hereby agree that we have the sole control over whether or not a profile of any kind will be displayed on the BarFactory Service. You agree on behalf of the Business that the Business will not use the BarFactory Service to promote or facilitate any activities that are considered illegal by local, state, and federal authorities with jurisdiction over the Business. You further agree on behalf of the Business that the Business does not and will not have any involvement whatsoever of any kind with any person under the applicable minimum drinking age in your jurisdiction, and in no event under age of 18, and understand acknowledge that if we learn of any involvement of the Business with any person under the age of 18 or under the applicable minimum drinking age in your jurisdiction, that we may (but are under no obligation) notify the local, state, and federal authorities with jurisdiction, regarding such involvement. By accepting these terms and conditions you agree that you will not permit any other person to use, update, or monitor this profile. In the event that you create an sign-in profile for other authorized agents of the Business (e.g., to help manage and handle online reservations, create or change products, post news, events, promotions), you agree that such agent will agree to these same terms and conditions prior to being granted access to your profile. In any event, you remain responsible for the conduct of that agent.

You also agree and state that you have the permission by local, state, and federal authorities to sell the products that you offer or will offer, or advertise to offer, on this site represented by a current certificate of occupancy, mercantile license, and/or health license issued by the relevant governing authority with jurisdiction. Furthermore, if you create a product for sale on this site that has alcohol or implies that it has alcohol as part of the sale, whether or not in conjunction with the sale of other products, you hereby agree that you are selling the alcohol in accordance with all local, state and federal laws regulating the sale of alcohol and that you have a valid license to sell that alcohol, and that you will not sell or advertise alcohol to any person under the minimum drinking age in your jurisdiction. You also hereby waive any liability associated with the sale of alcohol by us and agree to hold us harmless of any liability, and agree to defend us in any civil action that may arise at your sole cost. You further hereby state that you have an existing and current liquor liability insurance policy based on your actual gross receipts, and that if any judgment should be entered against us, that that judgment will be paid in full by your policy, and that you have added us to your insurance as an additional payee. You agree to follow all local, state, and federal rules regarding the serving of alcohol and will keep any records in support of the proper sale of alcohol. You hereby also agree that the products you create for sale through BarFactory Service or any other venue whatsoever are your products, not the products of ours, and will be created and offered for sale in accordance with all local, state, and federal laws. You may only create products for sale that include a reservation fee such as a table or bottle service, and agree that any product being sold and the fee collected is not in lieu of any other product or service.

It will be your sole responsibility to apply, charge, collect, account for and pay any and all local and/or state sales taxes applicable to the sales of the products your Business offers.

E. Business Promotion.

a. BarFactory Service may be utilized by your Business by

1. creating products and services on through the BarFactory Service (on your Business profile)

2. allowing Users to make reservations for tables, special events, etc.

F. Responsibility for Your Content

You alone are responsible for Your Content, and once published, it cannot always be withdrawn. You assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. You represent that you own, or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by the BarFactory. For purposes of these Terms of Use, the term “Your Content” means any information, messages, images, photos, videos, files, personal or technical data, or any other type of information that you transmit or post through the BarFactory Service, including but not limited on your Business profile.

You agree not to transmit Your Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, obscene, pornographic, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current.

You agree that Your Content does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. We reserve the right, but are not obligated, to reject and/or remove any of Your Content that we believe, in our sole discretion, violates these provisions. For the purposes of these Terms of Use, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

You further agree that you will not use the BarFactory Service to collect Content from anyone, whether for commercial use or any other kind of use, without first obtaining their consent and first making it clear that you (and not us) are the one collecting their Content.

We take no responsibility and assume no liability for any of Your Content that you or any other User or third party posts or sends over the BarFactory Service. You shall be solely responsible for Your Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of Your Content. You understand and agree that you may be exposed to Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that we shall not be liable for any damages you incur or allege to incur as a result of any Content posted on the BarFactory Service.

G. Our Right to Use Your Content

We may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms (“Other Media”). As such, you hereby irrevocably grant us world-wide, non-exclusive, royalty-free, sublicensable, transferable rights to use Your Content for any purpose. You also irrevocably grant the users of the BarFactory Service and any Other Media the right to access Your Content in connection with their use of the BarFactory Service and any Other Media. Finally, you irrevocably waive, and cause to be waived, against us and our Users any claims and assertions of moral rights or attribution with respect to Your Content. By “use” we mean use, copy, publicly perform or display, distribute, modify, translate, and create derivative works of Your Content.

H. Advertising

We and our licensees may publicly display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.

I. RESTRICTIONS

We are under no obligation to enforce the Terms of Use on your behalf against another User. While we encourage you to let us know if you believe another User has violated the Terms, we reserve the right to investigate and take appropriate action at our sole discretion.

You agree not to, and will not assist, encourage, or enable others to use the BarFactory Service to:

• Violate our content guidelines, for example, by writing a fake or defamatory review, trading reviews with other Businesses, or compensating someone or being compensated to write or remove a review;
• Violate any third party’s rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
• Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
• Use the BarFactory Service for commercial purposes, except as expressly permitted by these Terms of Use;
• Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the BarFactory Service’s search results or any third party website;
• Solicit personal information from minors, or submit or transmit pornography; or
• Violate any applicable law.

You also agree not to, and will not assist, encourage, or enable others to:

• Violate the Terms of Use;
• Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the BarFactory Service or any Content posted on the BarFactory Service (other than Your Content), except as expressly authorized by us;
• Use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the BarFactory Service or any Content posted on the BarFactory Service;
• Reverse engineer any portion of the BarFactory Service;
• Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the BarFactory Service or on any materials printed or copied from the BarFactory Service;
• Record, process, or mine information about other users;
• Access, retrieve or index any portion of the BarFactory Service for purposes of constructing or populating a searchable database of Business reviews;
• Reformat or frame any portion of the BarFactory Service;
• Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our technology infrastructure or otherwise make excessive traffic demands of the BarFactory Service;
• Attempt to gain unauthorized access to the BarFactory Service, user accounts, computer systems or networks connected to the BarFactory Service through hacking, password mining or any other means;
• Use the BarFactory Service or any Content posted on the BarFactory Service to transmit any computer viruses, worms, defects, trojan horses or other items of a destructive nature (collectively, “Viruses”);
• Use any device, software or routine that interferes with the proper working of the BarFactory Service, or otherwise attempt to interfere with the proper working of the BarFactory Service;
• Use the BarFactory Service to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the BarFactory Service or Content posted on the BarFactory Service; or
• Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the BarFactory Service, features that prevent or restrict the use or copying of Content posted on the BarFactory Service, or features that enforce limitations on the use of the BarFactory Service.

J. PRIVACY POLICY

You represent that you have read and understood our Privacy Policy as set forth in this Section 10. Please note that we may disclose information about you to third parties if we have a good faith belief that such a disclosure is reasonably necessary to (i) take action regarding suspected illegal activities; (ii) enforce or apply our Terms of Use and Privacy Policy; (iii) comply with legal process or other government inquiry, such as a search warrant, subpoena, statute, judicial proceeding, or other legal process served on us; or (iv) protect our rights, reputation, and property, or that of our users, affiliates, or the public. If you use the BarFactory Service outside of the United States, you consent to having your personal data transferred to and processed in the United States.

This Privacy Policy describes our policies on the collection, use, and disclosure of your information in connection with your use of the BarFactory Service. When you use the BarFactory Service, you consent to our collection, use, and disclosure of your information as described in this Privacy Policy.

INFORMATION YOU SUBMIT

We may store the information you submit to or through the BarFactory Service. We use the information to fulfill your requests, provide BarFactory Service functionality, improve BarFactory Service quality, personalize your experience, display relevant advertising, provide customer support, message you, back up our systems, allow for disaster recovery, and comply with legal obligations. Among the information you submit to or through the BarFactory Service, please note: Account Registration: You must provide a valid email address in order to sign up for an Account on the BarFactory Service. In addition, you may provide us with your full name, gender, and birth date. When you sign up for an account, we opt you in to receive emails from other Users, Business owners and us by default. You can manage your email preferences and modify some of the information associated with your account by contacting us. Note that you cannot opt out of receiving required administrative or legal notices. If you feel that an unauthorized account has been created depicting you or your likeness, you can request its removal by contacting us.

Public Content: Your reviews, tips, photos, check-ins, message board posts, bookmarks, friends, lists, compliments, account profile (including your first name and last initial, but excluding your other account registration information), and other content you post to the BarFactory Service are meant for public consumption. We may display this content on the BarFactory Service, and further distribute it to a wider audience through third party sites and services.

Contacts: You can invite your friends to join the BarFactory Service by providing their contact information, or by allowing us to use your address book from your computer, mobile device, or other sites. If you invite a friend to join and connect with you on the BarFactory Service, we may use and store your friends’ contact information long enough to process your requests.

Credit Card Purchases:If you purchase Business advertising, Business products, or other products or services through the BarFactory Service, we may collect and store billing and credit card information. This information will only be shared with third parties who perform tasks required to complete the purchase transaction (such as fulfilling orders and processing credit card payments). When you submit credit card numbers, we encrypt that information using industry standard technology.

PayPal Purchases: We also accept payment via the PayPal payment processing. When you select PayPal to make payments, the transaction is re-directed from our website to PayPal’s payment site. When PayPal is used, your financial information is not shared with us. Once directed to PayPal site, PayPal is charged with protecting your personal and financial information. Your PayPal account and any activities related thereto shall be subject to PayPal’s terms and conditions (which may be found here: https://www.paypal.com/webapps/mpp/ua/useragreement-full) and any information provided to PayPal in relation thereto will be governed by PayPal’s privacy policy.

For more information on controlling your personal data, please see below.

INFORMATION WE COLLECT

In addition to the information you submit to or through the BarFactory Service, we also collect and store information from and about you in the course of your use of the BarFactory Service. We use this information to analyze and track user behavior, personalize your experience, associate it with other information about you, provide the functionality and improve the quality of the BarFactory Service, and may use it to display relevant advertising.

For example:

Location: We may collect and store information about your location if you enable your computer or mobile device to send us location information. You may be able to change the settings on your computer or mobile device to prevent it from providing us with such information.

Activity: We may collect and store information related to you and your use of the BarFactory Service, such as your browser type, IP address, unique device identifier, the phone numbers and names of Businesses that you call through the BarFactory Service, requested URL, referring URL, browser language, the pages you view, and the date and time of your visit.

Cookies: We may use cookies, web beacons, local shared objects (sometimes called “flash cookies”), and similar technology in connection with your use of the BarFactory Service (“Cookies”). Cookies may have unique identifiers, and reside, among other places, on your computer, in emails we send to you, and on our web pages. Cookies may transmit information about you and your use of the BarFactory Service, such as your browser type, search preferences, data relating to advertisements that have been displayed to you or that you have clicked on, and the date and time of your use. You can disable some (but not all) Cookies in your device or browser settings, but doing so may affect your ability to use the BarFactory Service. To learn how to manage privacy and storage settings for local shared objects in particular, click here.

THIRD PARTIES

We do not rent, share, sell or trade personally identifiable information with third parties for their direct marketing purposes. That said, we work with third parties and they may have access to some of your information:

Advertising: We allow third parties who provide advertising services to use Cookies, as defined above, in connection with your use of the BarFactory Service. As a result, they may collect and store the same type of information and use it for the same type of purposes as described for Cookies above, and they may be able to associate the information they collect with other information they may have about you. We do not necessarily have access to or control over the Cookies they use.

Service Providers: We outsource some of our technical and customer support, tracking and reporting functions, quality assurance testing, payment processing functions, and other services to third parties. We may share information from or about you with them so that they can perform their services.

Aggregate Information: We may share user information in the aggregate with third parties, such as advertisers and content distributors. For example, we may disclose the number of users that have been exposed to, or clicked on, advertisements.

Business Transfers: We may share information from or about you with subsidiaries, joint ventures, or other companies under common control, in which case we will require them to honor this Privacy Policy. If another company acquires us or all or substantially all of our assets, that company will possess the same information, and will assume the rights and obligations with respect to that information as described in this Privacy Policy.

Investigations: We may investigate and disclose information from or about you if we have a good faith belief that such investigation or disclosure is (a) reasonably necessary to comply with legal process and law enforcement instructions and orders, such as a search warrant, subpoena, statute, judicial proceeding, or other legal process served on us; (b) helpful to prevent, investigate, or identify possible wrongdoing in connection with the BarFactory Service; or (c) protect our rights, reputation, property, or that of our users affiliates, or the public.

Links: the BarFactory Service may contain links to unaffiliated third party websites. Except as set forth herein, we do not share your personal information with them, and are not responsible for their privacy practices. We suggest you read the privacy policies on all such third party websites.

Facebook, Google Plus, Twitter: If you are logged into Facebook, Twitter, or Google Plus (“Social Networks”) and you access but are not logged into the BarFactory Service, we may receive information from the applicable Social Network to make it easier for you to create an account on the BarFactory Service and show you relevant content from your friends and followers at the applicable Social Network. This information personalizes your experience and helps you create an account. To learn more about this feature and how to block aspects of it, please click here. You can also connect your BarFactory account to your accounts on third party services like the Social Networks, in which case we may collect and store information identifying your account with the third party service. We use the information to help you connect and share public content with your friends and followers.

CONTROLLING YOUR PERSONAL DATA

Other Users may be able to identify you, or associate you with your account if you include personal information in Your Content. You can reduce the risk of being personally identified by using the BarFactory Service anonymously, though doing so could detract from the credibility of your contributions to the BarFactory Service.

Please also note that the messages you send or receive using the BarFactory Service are only private to the extent that you and the sender/recipient keep them private. For example, we do not have any control over whether a recipient of one of your personal messages publicly posts it or its contents.

DATA RETENTION AND ACCOUNT TERMINATION

The information we obtain from or about you may be processed and stored in the United States of America. We may keep it as long as is permitted or required under the law. If you terminate your account, we will remove your Public Content from the BarFactory Service, but may (but are under no obligation to) retain your data for a period of 5 years (or longer if required by law) in our active systems in order to ensure our ability to satisfy the authorized uses under this Privacy Policy. For example, we may use retained data to prevent, investigate, or identify possible wrongdoing in connection with the BarFactory Service or to comply with legal obligations. Please note that information may exist in backup storage even after it has been removed from our active databases. You can request that your account be terminated here. When logged into your account, you can remove or edit reviews that you have uploaded to the BarFactory Service by clicking on the respective links below the review.

We will respond to requests relating to personal data sent from within the European Union according to the procedures mandated by the member state from where the request is sent.

SECURITY

We follow generally accepted industry standards to protect the personal information submitted to us, both during transmission and once we receive it. No method of transmission over the Internet or via mobile device, or method of electronic storage, is 100% secure, however. Therefore, while we strive to use commercially acceptable means to protect your personal information, we cannot guarantee its absolute security.

MODIFICATIONS TO THIS PRIVACY POLICY

We may revise this Privacy Policy from time to time. The most current version of the Privacy Policy will govern our use of your information and will be located here. If we make material changes to this Privacy Policy, we will notify you by email or by posting a notice on the BarFactory Service prior to the effective date of the changes. By continuing to access or use the BarFactory Service after those changes become effective, you agree to be bound by the revised Privacy Policy.

K. LIMITATION OF LIABILITY

PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF BARFACTORY INC. AND ITS SUBSIDIARIES, AFFILIATES, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, AND LICENSORS (COLLECTIVELY, THE “BARFACTORY INC. ENTITIES”). EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED. THE BARFACTORY SERVICE IS MADE AVAILABLE TO YOU ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. YOUR USE OF THE BARFACTORY SERVICE IS AT YOUR OWN DISCRETION AND RISK. THE BARFACTORY INC. ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE BARFACTORY SERVICE, ITS SAFETY OR SECURITY, OR THE BARFACTORY SERVICE CONTENT. ACCORDINGLY, THE BARFACTORY INC. ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, OR REVIEWS.

THE BARFACTORY INC. ENTITIES MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES LISTED ON THE BARFACTORY SERVICE OR THE BARFACTORY SERVICE’S USERS. ACCORDINGLY, THE BARFACTORY INC. ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER END USER MISUSES YOUR CONTENT OR IDENTITY, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES LISTED ON THE BARFACTORY SERVICE. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE BARFACTORY SERVICE IS AT YOUR OWN DISCRETION AND RISK.

THE BARFACTORY INC. ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE BARFACTORY SERVICE, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED TO YOU BY A REPRESENTATIVE OF ONE OF THE BARFACTORY INC. ENTITIES SHALL CREATE A REPRESENTATION OR WARRANTY.

YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE BARFACTORY SERVICE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE BARFACTORY SERVICE. THE BARFACTORY INC. ENTITIES’ MAXIMUM AGREGGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE BARFACTORY SERVICE OR THESE TERMS OF USE IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE BARFACTORY INC. ENTITIES IN CONNECTION WITH THE BARFACTORY SERVICE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $50.

THE BARFACTORY INC. ENTITIES DISCLAIM LIABILITY AND SHALL NOT BE LIABLE FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA. IN NO EVENT SHALL BARFACTORY INC. ENTITIES BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, WHICH ARISES OUT OF OR IS ANY WAY CONNECTED WITH (I) ANY USE OF THE BARFACTORY SERVICE OR THE CONTENT POSTED ON THE BARFACTORY SERVICE, (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE ANY COMPONENT OF THE SERVICES OR THE BARFACTORY SERVICE FOR RESERVATIONS), (III) THE PERFORMANCE OR NON-PERFORMANCE OF ANY BUSINESS IN CONNECTION WITH THE SERVICES. IN ADDITION, ALL END USERS SPECIFICALLY UNDERSTAND AND AGREE THAT ANY THIRD PARTY DIRECTING END USERS TO THE BARFACTORY SERVICE BY REFERRAL, LINK OR ANY OTHER MEANS IS NOT LIABLE TO USER FOR ANY REASON WHATSOEVER, INCLUDING BUT NOT LIMITED TO DAMAGES OR LOSS ASSOCIATED WITH THE USE OF THE BARFACTORY SERVICEE OR THE CONTENT POSTED ON THE BARFACTORY SERVICE. BARFACTORY INC. ENTITIES ARE NEITHER AGENTS OF NOR ARE CONNECTED WITH ANY BUSINESS FEATURED ON THE BARFACTORY SERVICE.

L. INDEMNITY.

You agree to defend, indemnify and hold harmless BARFACTORY INC. Parties, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the BarFactory Service, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any claims or damages that arise as a result of any of Your Content or any that is submitted via your account; or (vi) any other party’s access and use of the BarFactory Service with your username, password or other appropriate security code.

M. TERMINATION

You may terminate the Terms of Use at any time by closing your account, discontinuing your use of the BarFactory Service, and providing BARFACTORY INC. with a notice of termination here. Please review our Privacy Policy for information about what we do with your account when terminated.

We may close your account, suspend your ability to use certain portions of the BarFactory Service, and/or ban you altogether from the BarFactory Service for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your account, the BarFactory Service, Your Content, or any other related information.

In the event of any termination, whether by you or us, these Terms of Use will continue in full force and effect, including our right to use Your Content.

N. ARBITRATION

Any dispute arising from or relating to the subject matter of these Terms of Use shall be finally settled by arbitration in Santa Clara County, California, using the English language in accordance with the Streamlined 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 Streamlined Arbitration Rules and Procedures of JAMS. 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. Any arbitration under these Terms of Use will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND US ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Notwithstanding the foregoing, each party shall have the right to institute an action at any time in a court of proper jurisdiction for injunction or other equitable relief.

5. END USER LICENSE GRANT

A. BARFACTORY SERVICE

Subject to the terms and conditions of these Terms of Use, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the BarFactory Service for your personal, non-commercial use, except as otherwise permitted by these Terms of Use. BarFactory reserves all rights not expressly granted herein in the BarFactory Service and the BarFactory Content (as defined below). BarFactory may terminate this license at any time for any reason or no reason.

B. MOBILE SOFTWARE

We make available software to access the BarFactory Service via a mobile device (“Mobile Software”). To use the Mobile Software you must have a mobile device that is compatible with the Mobile BarFactory Service. We do not warrant that the Mobile Software will be compatible with your mobile device. We hereby grant you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Software for one BarFactory account on one mobile device owned or leased solely by you, for your personal, non-commercial use, except as provided in these Terms of Use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (v) delete the copyright and/or other proprietary rights notices on the Mobile Software. You acknowledge that we may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of these Terms of Use will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Software or any copy thereof, and we or our third party partners or suppliers retain all right, title, and interest in the Mobile Software (and any copy thereof).

C. MOBILE SOFTWARE FROM APPLE APP STORE

This paragraph is intended to apply to you if you have downloaded the Mobile Software from the Apple App Store. You and us acknowledge that these Terms of Use is concluded between us and you only, and not with Apple Inc. (“Apple”), and as between us and Apple, we, not Apple, is solely responsible for the Software and BarFactory Service and the content thereof. You acknowledge that Apple, Inc. has no obligation whatsoever to furnish any maintenance and support services with respect to the Mobile Software. You acknowledge that you have reviewed the App Store Terms and Conditions (located online at http://www.apple.com/legal/itunes/us/terms.html#APPS). You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government “watch list” of prohibited or restricted parties, including the Specially Designated Nationals list published by the Office of Foreign Assets Control of the U.S. Treasury or the Denied Persons List published by the U.S. Department of Commerce.

This Agreement incorporates by reference the Licensed Application End User License Agreement (the “LAEULA”) published by Apple, Inc. (located online at http://www.apple.com/legal/itunes/appstore/dev/stdeula/). For purposes of these Terms of Use, the “Mobile Software” is considered the “Licensed Application” as defined in the LAEULA and “BarFactory” is considered the “Application Provider” as defined in the LAEULA. If any terms of these Terms of Use conflict with the terms of the LAEULA, the terms of these Terms of Use shall control.

D. MOBILE SOFTWARE FROM GOOGLE ANDROID MARKET

This paragraph is intended to apply to you if you have downloaded the Mobile Software on a device powered by the Android operating system. BarFactory and you, the end?user of the Mobile Software and BarFactory Service, acknowledge that these Terms of Use are entered into by and between us and you. We are solely responsible for the Software and BarFactory Service. Should you have downloaded the Software from the Google Android Market located online at http://www.android.com/market/. You acknowledge that you have reviewed the Android Market Terms of Service (located online at http://www.google.com/mobile/android/market?tos.html) and the Android Market Business and Program Policies (located online at http://www.google.com/mobile/android/market?policies.html). You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government “watch list” of prohibited or restricted parties, including the Specially Designated Nationals list published by the Office of Foreign Assets Control of the U.S. Treasury or the Denied Persons List published by the U.S. Department of Commerce

6. MISCELLANEOUS

A. USER DISPUTES

We are not responsible for addressing any disputes between any Users. In the event of a concern, claim or dispute, Users shall communicate directly with the other party in resolving such concern, claim or dispute. In the event we receive complaints about a User, we will investigate the complaint at our sole discretion and may direct the User to respond to the other party directly.

B. ENTIRE AGREEMENT / SEVERABILITY

These Terms of Use, together with any amendments and any additional agreements you may enter into with us in connection with the BarFactory Service, shall constitute the entire agreement between you and us concerning the BarFactory Service. If any provision of thee Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect.

C. NO WAIVER

No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

D. THIRD PARTY BENEFICIARIES AND AGREEMENTS

If you downloaded the Mobile Software from the Apple App Store, you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use, and that, upon your acceptance of the terms and conditions of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third party beneficiary hereof. You agree to comply with, and your license to use the Mobile Software and BarFactory Service is conditioned upon your compliance with, all applicable third-party terms of agreement, as may be applicable, when using the Mobile Software and/or BarFactory Service.

E. ASSIGNMENT

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction or notice.

F. SPECIAL PROVISIONS APPLICABLE TO USERS OUTSIDE THE UNITED STATES.

The following provisions apply to users outside the United States: You consent to having your personal data transferred to and processed in the United States. If you are located in a country embargoed by the United States, or are on the U.S. Treasury Department’s list of Specially Designated Nationals you will not engage in commercial activities using the BarFactory Service.

G. THIRD PARTY LINKS

The BarFactory Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by us. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third party website from the BarFactory Service, such as through Facebook Connect or Twitter, you do so at your own risk, and you understand that these Terms of Use and Privacy Policy do not apply to your use of such sites. You expressly release us from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers and Businesses found on the BarFactory Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such third parties. You agree that we shall not be responsible for any loss or damage of any sort relating to your dealings with such third parties

H. NOTICES

We may provide notices, whether such notices are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, Apple App Store or Google Android Marketplace, as determined by us in our sole discretion. We reserve the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in these Terms of Use.

I. GOVERNING LAW

The laws of State of California, excluding its conflicts-of-law rules, govern this Agreement. To the extent applicable, you expressly agree that exclusive jurisdiction for any claim or action arising out of or relating to this Agreement shall be the federal or state courts that govern Santa Clara County, California, and you expressly consent (to the extent applicable) to the exercise of personal jurisdiction of such courts in connection with any dispute, including any claim involving us or our affiliates, subsidiaries, contractors, vendors and content providers. Please note that your conduct may also be subject to other local, state, national, and international laws. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to this Agreement or to any dispute or transaction arising out of this Agreement.

J. CONTACT US

Should you wish to contact us with any questions, complaints or claims with respect to the BarFactory Service, you should visit our website at bar-empire.com or email us at support@barfactory.com.