Welcome to the NEW YORK FOOD COMPANY, INC. ("NYFC") Website ("our Website" or the "Website"). We provide our Website as a service to our customers ("you" or "BUYER"). Please review the following basic rules which constitute our "Terms & Conditions Governing Purchases & Website Use" ("Terms and Conditions"), which govern your use of our Website. By using our Website you agree to be bound by the terms and conditions set forth below, and our Privacy Policy and all disclaimers or other terms and conditions that appear elsewhere on our Website (collectively the "Agreement"). Your use of our Website constitutes your agreement to follow and be bound by the Agreement. If you do not agree to be bound by the Agreement, please do not use our Website. Although you may "bookmark" a particular portion of our Website and thereby bypass the Agreement, your use of (or clicking onto) any portion or page of our Website still binds you to the Agreement. Since we may revise the Agreement at any time, we recommend that you visit these pages periodically to review the Agreement.

ONLINE SHOPPING: Our Website offers the ability to purchase products and services directly from NYFC. Each transaction completed on our Website for an order of products and/or services is a binding contract. Individuals must be of legal age (18 years of age) in order to enter into a binding agreement in the state of California; therefore, BUYER must be at least 18 years of age to make any such purchases. Additionally, the images and descriptions of all items offered are represented to the best of our ability within our Website. However, colors, dimensions, and other details, including allowing our chef's creative license in both content and presentation, may cause our finished and delivered product to vary from what you may see on your computer monitor.

PAYMENT TERMS: BUYER shall pay to NYFC all amounts due hereunder at the time an order is placed. All orders are considered binding once submitted to NYFC via our Website. BUYER agrees to compensate NYFC accordingly, and will not contest charges for online orders that have been prepared and delivered according to the submitted request. BUYER agrees to assume responsibility for all purchases made via our Website. BUYER will NOT be given the opportunity to submit and utilize multiple credit cards for catering orders (one card per order, split charges must be requested via customer service phone lines only). BUYER assures NYFC that it has permission and authorization to use any submitted credit card(s). All credit card orders will be processed through VeriSign, and additional terms and conditions associated with use of this Service may apply.

PROPRIETARY RIGHTS: Unless otherwise noted, all written and/or other materials that are part of our Website, including information, images, illustrations, designs, icons, data, software, photographs, graphs, videos, typefaces, graphics, music, sounds and other material (collectively "Content"), are protected by copyright, trademark, patent or other proprietary rights, and these rights are valid and protected in all forms, media and technologies existing now or developed in the future. Except as expressly authorized or licensed, you may not copy, modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale, lease or rental of, create derivative works from or in any way exploit any of the Content, in whole or in part. All Content is copyrighted as a collective work under the U.S. and international copyright laws, and NYFC owns, to the fullest extent allowed by such laws, the copyright in the selection, coordination, arrangement, and enhancement of all Content. The NYFC trademarks, logos and other trademarks on our Website are the property of their respective owners and are owned by, licensed to, or, where required, used with permission of NYFC, and, as such, may not be reproduced, copied, or manipulated in any manner without the express, written approval of the trademark owner.

YOUR LICENSE: Notwithstanding the foregoing, NYFC grants you permission to display, copy, distribute, download and print hard copies of menus or other portions of the Website for the purposes of placing orders with NYFC, and to use the Website as a shopping resource. However, our Website and the Content are intended solely for your personal, non-commercial use. While you may download or copy the Content and/or other downloadable materials displayed on the Website for your personal use, we ask that you also retain all copyright, trademark and other proprietary notices contained in the Content, and that you do not modify or alter the Content, post the Content on any network computer, or broadcast the Content in any media. It is strictly prohibited to modify, transmit, distribute, reuse, repost, "frame" or use the Content for public or commercial purposes without written permission from an authorized representative of NYFC. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Content, the Website or any related intellectual property. You agree that if NYFC, in our sole and unfettered discretion, requests in writing that you remove any link or links to our Website, you will promptly do so. You agree that we may, in our sole discretion, and at any time, terminate your access to and use of our Website, or any part thereof, with or without notice. Your breach of the provisions contained in this paragraph would cause irreparable injury to NYFC, that damages as a matter of law would be inadequate to remedy, and NYFC, in addition to any other remedies available, shall be entitled to seek and obtain injunctive relief.

AREA OF SERVICE/DELIVERY: NYFC's corporate catering services are offered for delivery to companies within the defined delivery areas, seven days a week with the occasional closure for holidays and/or special events. Deliveries to corporate clients outside our defined delivery area may be available for an additional delivery fee and/or for higher guest count minimums. Order requests for "out of area" deliveries can only be placed by speaking with a customer service representative at 310-643-6151. Deliveries to non-business locations (even if the event is considered a business gathering) are not covered by the prices, descriptions or terms and conditions defined under this agreement. NYFC maintains a division, Celebrations, which can arrange for deliveries to homes, parks, or other locations. Prices, variety, and services will vary from that offered within the corporate catering menu. Contact Customer Service for more information.

SHIPPING/DELIVERY PROCEDURES: BUYER shall pay all shipping/delivery costs. To complete an order online, BUYER must select a series of two fifteen minute windows for delivery. NYFC will do it's best to assure BUYER's purchases arrive within the selected times; however, NYFC cannot be responsible or liable for delays caused by conditions outside NYFC's control, including any factor that may affect the ebb and flow of traffic on our city streets including unexpected traffic delays, road closures, accidents (involving or affecting) NYFC's drivers, in addition to detours, acts of nature, or other unforeseen or unknown variables. Drivers carry two-way radios and every attempt will be made to notify BUYER in advance of possible delays to deliveries. NYFC shall not accept responsibility for goods lost or damaged in transit once picked up by any BUYER or its agent.

FORCE MAJEURE: NYFC shall be excused from performance under these Terms and Conditions if NYFC is prevented, forbidden or delayed from performing, or omits to perform, any act or requirement under these Terms and Conditions by reason of: (a) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, (b) any act or omission of a third party, or (c) any act of God, emergency condition, war, computer or telecommunications failure or other circumstance beyond the control of NYFC.

CANCELLATIONS AND CHANGES: All requests to change or cancel an order, once submitted, may only be performed by contacting NYFC's customer service department via telephone and speaking with a "live" customer service representative. (Available Monday-Friday, 8 am-5 pm CST, offices may be closed on selected major holidays). A change or cancellation number will be provided for your records. Clients disputing charges, not in possession of a valid change or cancellation number are responsible for payment in full for Website orders that have been prepared and/or delivered according to the submitted request.

SECURITY: Tampering with our Website, misrepresenting the identity of a user, using buying agents or conducting fraudulent activities on our Website are prohibited. Users are prohibited from violating or attempting to violate the security of our Website, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; (b) using our Website for unintended purposes or trying to change the behavior of our Website; (c) attempting to probe, scan or test the vulnerability of a system or network or breach security or authentication measures without proper authorization; (d) attempting to interfere with service to any user, host or network, including without limitation via means of submitting a virus to our Website, overloading, "flooding," "spamming," "mailbombing" or "crashing"; (f) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of system or network security may result in civil or criminal liability; or (g) forging communications on behalf of our Website (impersonating our Website), or to our Website (impersonating as a legitimate user). Sending unsolicited and unauthorized e-mail on behalf of NYFC, including promotions and/or advertising of products or services, is expressly prohibited. You agree not to use any device, software or routine or data to interfere or attempt to interfere with the proper working of our Website or any activity being conducted on this site. You agree, further, not to use or attempt to use any engine, software, tool, agent, data or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search our Website other than the search engine and search agents provided by us (if any) or by generally publicly available and acceptable browsers. If and when requested, you agree to provide true, accurate and complete user information to NYFC, and to refrain from impersonating or falsely representing your affiliation with any person or entity.

KIDS' PRIVACY: Our Website is intended for use by individuals 13 years of age or older. Our Website is not directed to children under the age of 13. Users under the age of 13 must use the assistance of a parent or guardian before they use or visit our Website.

ERRORS, CORRECTIONS AND CHANGES: Occasionally there may be information on our Website that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, and availability. We reserve the right (and we will use commercially reasonable efforts) to correct any errors, inaccuracies or omissions. Additionally, we reserve the right to change or update information at any time without prior notice. In that vein, NYFC will from time to time, make changes in Content, variety, and pricing of the products and services offered on our Website, including, additions to the Terms and Conditions. By using our Website you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then current terms to which you are bound.

INFORMATION & CONTENT YOU SUBMIT TO US: By using our Website, you agree that any information (except for purchase information as applicable), materials, suggestions, ideas or comments you send to us or any other third party using our Website is not confidential. By submitting any solicited or unsolicited information using our Website, you grant to NYFC and its affiliates ("NYFC" as used herein) an irrevocable and unrestricted license to use, modify, reproduce, transmit, display and distribute such materials, information, suggestions, ideas or comments for any purpose whatsoever, to the extent permitted by law.

THIRD PARTY WEBSITES & LINKS: Our Website may contain links to other Websites that are not under our control ("Third-Party Websites"). We provide links solely for the convenience and information of our Website users. We do not warrant or make any representation about the substance, quality, functionality, accuracy, fitness for a particular purpose, merchantability or any other representation about any Third-Party Website or its content. A link to a Third-Party Website on our Website does not constitute sponsorship, endorsement, approval or responsibility for any Third-Party Website. We make no representation or warranty as to any products or services offered on any Third-Party Website. The conditions of use and privacy policy of any Third-Party Website may differ substantially from the Terms and Conditions that apply to your use of our Website. Please review the conditions of use for all Third-Party Websites for more information about the terms and conditions that apply to your use of Third-Party Websites.

NO WARRANTIES; LIMITATION OF LIABILITY: YOUR USE OF AND RELIANCE UPON ANY AND ALL INFORMATION, INCLUDING BUT NOT LIMITED TO THE CONTENT IS AT YOUR SOLE RISK. SUCH INFORMATION IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NYFC MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, OR GUARANTEES WITH REGARD TO THE APPROPRIATENESS, ACCURACY, SUFFICIENCY, CORRECTNESS, VERACITY, VALUE, COMPLETENESS, OR TIMELINESS OF SUCH INFORMATION. NYFC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL NYFC AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH PRODUCTS OR SERVICES ORDERED VIA THIS WEBSITE OR THE USE OR PERFORMANCE OF OUR WEBSITE, WITH THE DELAY OR INABILITY TO USE OUR WEBSITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF OUR WEBSITE, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE, EVEN IF NYFC OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR WEBSITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING OUR WEBSITE.

INDEMNITY: You agree to indemnify, defend and hold harmless NYFC, its partners, affiliates, subsidiaries and suppliers from any liability, loss, claim and expense (including attorneys' reasonable fees) related to your violation of this Agreement.

APPLICABLE LAW & OTHER TERMS: Our Website is created, operated and controlled by NYFC in the state of California, in the United States of America. The laws of the State of California will govern the Agreement without giving effect to any principles or conflicts of laws. You hereby consent to the exclusive jurisdiction and venue of courts sitting in California, County of Los Angeles and/or Central District of California in all disputes arising out of or relating to the use of our Website. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. Unless otherwise specified herein, this Agreement constitutes the entire agreement between you and NYFC with respect to our Website, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and NYFC with respect to our Website. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

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