Effective May 25 2018
Please be aware that these Terms constitute a binding legal agreement between you and Dawn outlining your legal rights, obligations, and remedies arising from your use of the Services. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority and are able to form this contract binding your employer, or the applicable entity, to these terms conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. By accessing or using the Services, you (the “User”) signify that you have read, understand, and agree to be bound by these Terms, and by the terms of Dawn’s Privacy Notice, which provides information concerning our collection and use of your personal information. These Terms apply to anyone who accesses or uses the Service, whether or not you have registered for an account with Dawn. By using the Services you are indicating your acceptance of the terms and conditions of the Terms and Privacy Notice, including any dispute resolution, arbitration, limitation of damages, and choice of law provisions.
Dawn knows you care about your privacy. To learn more about how Dawn collects, uses and shares your information when you use our products and services, please review Dawn’s Privacy Notice, which is incorporated into your agreement with Dawn by this reference.
Dawn’s Services are not directed to minors under the age of 18. You may not use the Services if you are under the age of 18. If a child has provided us with personal information, a parent or guardian of that child may contact us at 1-800-248-1144 from 8:00 am to 5:00 pm Eastern time, Monday to Friday, or e-mail us at Web-Admin@Dawnfoods.com to request that this information be removed from our records. We will use reasonable efforts to remove the child's information from our existing files.
By using the Services, you expressly represent and warrant that you are legally entitled to enter into this Agreement. If you reside in a jurisdiction that restricts the use of the Services because of age, or restricts the ability to enter into agreements such as this one due to age, you must abide by such age limits and you must not use the Services. By using the Services, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement. If you are using the Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind such organization to these Terms and you agree to be bound by these Terms on behalf of such entity, organization, or company. When using the Services, you agree to comply with all applicable laws from your home nation and the country, state and city in which you are present while using the Services.
By using the Services, you represent, warrant, and agree that:
Registering for a Dawn Account: In order to use or access certain Services or features of the Services, we may require you to register for a user account (a “Dawn Account”) and become a registered user of the Services (a “Registered User”). If you obtain a Dawn Account and become a Registered User, you agree to: (1) provide accurate, current, and complete information about yourself and/or the Registered User during the registration process; (2) maintain and promptly update such information to keep it accurate, current, and complete; (3) maintain the security of your password and login information, and that you will not disclose your password or login information to any third party; (4) accept full responsibility for all use any Dawn Account you register, and for any actions that arise from your Dawn Account or take place using your Dawn Account, whether or not you have authorized such activities or actions; and (5) immediately notify Dawn of any unauthorized use of your Dawn Account. Failure to abide by this Agreement shall constitute a breach of the Terms, which may result in immediate termination of your Dawn Account.
Your Dawn Account Information: You may not select or use a Dawn Account name, handle, or login that: (1) is comprised of or includes the name of another person with the intent to impersonate that person; (2) is subject to any rights of a person other than you without appropriate authorization; (3) suggests a false association between you and Dawn; or (4) that, in Dawn’s sole discretion, is offensive, vulgar, or obscene. Dawn reserves the right to refuse registration of a Dawn Account, or cancel any account name, in its sole discretion.
Dawn’s Termination of Access to the Services: Dawn maintains the right to suspend or disable your access to the Services and any Dawn Account you may have created, or terminate these Terms, at its sole discretion and without prior notice to you if you breach the Terms, or if Dawn otherwise determines such action is warranted. Dawn reserves the right to revoke your access to and use of the Services at any time, with or without cause.
Your Cancellation of Your Dawn Account or Use of the Services: You may cancel your Dawn Account or your access to the Services at any time by contacting Dawn using the information below. Upon cancellation of your Dawn Account, Dawn may: (1) retain your information and content indefinitely; (2) continue to use your information for research purposes indefinitely; and (3) retain, use, and continue to show information about your use of the Services.
As a condition of your use of the Services, you agree not to use the Services: (1) for any illegal purpose; (2) for any purpose that is prohibited by these Terms; or (3) for any other purpose not reasonably intended by Dawn as typical or expected use of the Services consistent with the purpose for which the Services were created.
You specifically agree you will not do any of the following:
There are various types of content involved in providing and operating the Services. Throughout the remainder of these Terms, we will use the term “Content” to mean all text, links, graphics, images, photos, music, software, audio, video, information, software, copyrights, trademarks, trade dress, and other materials and intellectual properties comprising or included within the Services. “Dawn Content” means Content that Dawn makes available to you through the Services, including any Content licensed to Dawn from a third party (excluding User Content). “User Content” means Content posted, uploaded, published, submitted, transmitted, or otherwise made available through the Services by you, the User, whether or not you are a Registered User, or whether or not a User owns or created the Content, including all copyrights, inventions, and other Intellectual Property rights. “Collective Content” collectively refers to all of the Content available through the Services, including Dawn Content and User Content.
All Dawn Content is owned by Dawn or its third party licensor partners. Your use of the Services does not grant you any rights to the use or control of any of the Dawn Content, except those rights expressly granted by this Agreement. Any copying, republication, redistribution, or creation of derivative works based upon the Dawn Content, including by caching, framing or any similar means, without the prior written consent of Dawn is strictly prohibited.
The Services and Dawn Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms, Dawn and its licensors exclusively own all right, title and interest in and to the Services and Dawn Content, including all associated Intellectual Property rights. You may not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Dawn Content. Dawn or its partners shall retain all worldwide rights in and to all Intellectual Property comprising or included within the Dawn Content, including, but not limited to all trademarks, graphics, logos, designs, page headers, button icons, scripts, service names, software code, the “look and feel” of the Services, and copyrighted works associated with the Service is common law and/or registered copyrights, trademarks, and/or trade dress of Dawn.
You should assume that everything you read or see on the Services is copyrighted or otherwise protected and owned by Dawn, or a third party who licensed the right to use such content to Dawn. Unless otherwise expressly noted, nothing that you read or see on the Services or other Collective Content, or any of the source code or HTML code that Dawn uses to generate the Services may be copied, reproduced, modified, distributed, transmitted, republished, displayed, or performed for commercial use without the prior written consent of Dawn or the appropriate Content owner without prior written consent, except as provided in these Terms or otherwise permitted by relevant law.
No Collective Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Dawn’s prior written permission, with the exception of your own User Content that you legally post on the Services. Except for your own User Content, you may not upload or republish Collective Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Collective Content is strictly prohibited.
Dawn is not the publisher or speaker of User Content, or any other information on the Services provided by third party content providers, and Dawn is not liable for any claims related to such information. Any mention in the Services of products or Services provided by third parties is for informational purposes only and constitutes neither an endorsement nor a recommendation by Dawn. Dawn assumes no responsibility for those products or Services.
Subject to your compliance with these Terms, Dawn grants you, to the extent it is able to do so, a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, download, print, and otherwise use the Services and the Collective Content.
You agree you will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise except for the licenses and rights expressly granted in these Terms. Any use of the Services or the Collective Content other than as specifically authorized herein, without the prior written permission of Dawn, is strictly prohibited and will immediately terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to Intellectual Property rights, whether by estoppel, implication or otherwise. This license is revocable by Dawn at any time without notice and with or without cause.
Certain features of the Services may permit our Users to post, upload, publish, submit, or transmit User Content they created, owned, or are authorized to use, to be made available through the Services. By making available User Content through the Services, you hereby grant to Dawn and its respective subsidiaries, affiliates, successors, assigns, licensees, resellers, sub-licensees, and other such parties as Dawn may designate from time to time, which may include any or all other users of the Services, an irrevocable, worldwide, perpetual, non-exclusive, transferable, sublicensable, royalty-free license, to use, reproduce, access, view, copy, adapt, import, edit, modify, reformat, translate, post, distribute, license, sell, offer to sell, transfer, commercialize, publicly display, publicly perform, transmit, stream, broadcast, create derivative works from, and otherwise utilize such User Content, in whole or in part, for any purpose whatsoever, in any and all media and distribution methods (now known or later developed), including, without limitation, on or within the Services, or for advertising or marketing of the Services, as well as a license to use your name and likeness in marketing materials and in the Services to promote your use of the Services. You agree and acknowledge that this license cannot be terminated, and the waiver cannot be revoked by you once you have submitted User content within the Services.
Your grant of this license to Dawn to utilize your User Content and any derivative works of the User Content created by using the Services does not displace your ownership of the User Content, or any license or authority you may have from any third parties to utilize the Content you share as User Content. Dawn does not claim ownership rights in your User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such User Content.
You acknowledge and agree that you are solely responsible for all User Content that you make available through the Services. Accordingly, you represent and warrant that: (1) you either are the sole and exclusive owner of all User Content that you make available through the Services, or that you have all rights, licenses, consents, and releases necessary to utilize and share the User Content, and to grant Dawn the rights in such User Content contemplated under these Terms; (2) neither the User Content, your posting, uploading, publication, submission, or transmittal of the User Content, or Dawn’s use of the User Content (or any portion thereof) on, through, or by means of the Services will infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights, or other Intellectual Property rights, or rights of publicity or privacy, or contractual rights or agreements, or result in the violation of any applicable law or regulation; and (3) any persons identified, depicted, or shown in your User Content, in whole or part, if any, (and if a minor, the parent or guardian of the minor) has provided consent to the use of the User Content on and through the Services.
We do not approve, control or endorse your or anyone else’s User Content and have no obligation to do so. However, we reserve the right (but assume no obligation) to remove or modify any User Content from the Services at any time, for any reason.
Dawn respects the Intellectual Property of others. It is our policy to respond expeditiously to legitimate claims of copyright and other Intellectual Property infringement. We will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable Intellectual Property laws. Upon receipt of notices complying or substantially complying with the DMCA, we may act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. We may terminate access for Users of the Services who are infringers.
To provide Dawn with notice of an infringement, you must provide a written communication to the attention of “Dawn: DMCA Notification Department” at Web-Admin@Dawnfoods.com that sets forth the information specified by the DMCA (which may be available at: http://www.copyright.gov/title17/92chap5.html#512). Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is infringing your copyright.
We must receive the following information from you:
If we remove or disable access to content in response to an infringement notice, we may make reasonable attempts to contact the owner or administrator of the affected content. If your material has been removed and you feel that your material does not constitute infringement, you may provide us with a counter notification by written communication to the attention of “Dawn: DMCA Counter Notification Department” at that sets forth the information specified by the DMCA (which may be available at: that sets forth all of the necessary information required by the DMCA (which may be available at: http://www.copyright.gov/title17/92chap5.html#512). Please note that you may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is not infringing the copyrights of others. If you are uncertain whether an activity constitutes infringement, we recommended seeking advice of an attorney.
Dawn and its licensors and partners own all rights, titles, and interests in and to the Services, and all related Intellectual Property rights, including all registered and unregistered trademarks, trade dress, graphics, logos, designs, page headers, button icons, scripts, service names, software code, inventions, copyrights, and copyrightable works, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services, excluding User Content (collectively, the “Dawn IP”). Dawn IP may not be used in connection with any product or service in any manner that is likely to cause confusion or otherwise violate the rights granted to us in Dawn IP, including use of any Dawn IP as part of third party trademarks, trade dress, and/or as part of domain names, email addresses, account names or handles, or other digital properties.
This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Services, or any Intellectual Property rights owned by Dawn. The Dawn name, the Dawn logos and designs, and the product and Service names associated with the Services are trademarks of Dawn or its affiliated third parties, and no right or license is granted by this Agreement to you to use the Dawn IP for purposes not directly related to your use of the Services.
Dawn grants you a limited, revocable, and nonexclusive right to create a hyperlink to the webpages of the Services, so long as the links do not portray Dawn or its products or Services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any of Dawn’s logo or other proprietary graphics or trademarks as part of the link without express permission. “Framing” or “mirroring” the Services or any of their content is prohibited without the prior written consent of Dawn.
The Services may provide links to other sites or resources. Because Dawn has no control over such sites or resources, you acknowledge and agree that Dawn is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Dawn shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or Services available on or through any such site or resource.
As part of your use of the Services, you may be asked to elect to receive email notifications from Dawn and its partners. These messages may include event updates and other promotions. Your election to receive such messages represents your express written consent to receiving emails from Dawn related to the Services. You may opt-out of receiving certain notifications in association with the Services by completing the opt-out process provided to you with each email message or by logging into your Dawn Account and modifying your settings to no longer receive further messages. By opting out of receiving notifications, you understand that we may not be able to communicate important information to you. Please note we may still need to contact you regarding certain important service announcements or notifications. Please review a href="/privacy-notice">Dawn’s Privacy Notice to learn more about how Dawn collects, uses and shares your information when you use our products and services.
You consent to receive from Dawn all communications, including notices, agreements, legally required disclosures or other information in connection with the Services (collectively, "Notices") electronically. Dawn may provide such Notices by posting them on or within the Services, by electronic mail to your email address on record in Dawn’s account information, or by written communication sent by first class mail or pre-paid post to your address on record. You agree that we may communicate with you regarding Dawn and other entities by electronic means to your mobile device and that certain information about your usage of the Services may be communicated to us. In the event you change or deactivate your mobile device, you agree to promptly update your Dawn Account information to ensure that your messages are not sent to the person that acquires your old device.
Dawn may change, suspend or discontinue the Services for any reason, at any time, including the availability of any Services, features, or Content, without notice to you. Dawn may also impose limits on certain Services, features, or Content, or restrict your access to parts or all of the Services with or without notice to you.
Dawn may also terminate or suspend your use of or access to the Services at any time, immediately, without notice, and without refund, for any reason we deem appropriate, in our sole and absolute discretion. Upon such termination or suspension, you must immediately cease accessing or using the Services, and agree not to access, re-download, re-register or otherwise make use of, or attempt to use, the Services.
Dawn may also remove or disable access to any Collective Content and suspend or ban your access to the Services or any Dawn Account 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 content), or for no reason at all. To report violations of the Terms, please contact Dawn using the information below. You are solely responsible for your interactions with other Users of the Services. Dawn reserves the right, but has no obligation, to monitor disputes between you and other Users.
You acknowledge that we reserve the right to take action, technical, legal, or otherwise, to block, nullify, or deny your ability to access the Services. You understand that we may exercise this right in our sole discretion, and this right shall be in addition to and not in substitution for any other rights and remedies otherwise available to Dawn. Continued use of the Services, its components, databases, or documentation, or any part thereof, after termination is a breach of the terms of this Agreement and a violation of copyright laws. You acknowledge that we may disable access to, refuse to post, or modify or remove any information or content, in whole or in part, for any reason or no reason at all. All provisions of this Agreement, which by their nature should survive termination, shall survive the termination of this Agreement, including, without limitation, provisions regarding ownership, warranty disclaimers, indemnity, and limitations of liability.
You may terminate your Dawn Account at any time, with or without cause, by contacting us using the contact information below.
You agree to comply fully with all U.S. and foreign export laws and regulations to ensure that neither the Services, nor any technical data related thereto, nor any direct product thereof, is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the Services, you represent and warrant that: (1) 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 (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
The Services are controlled and operated by Dawn from within the United States. Dawn makes no representations that materials contained within the Services are appropriate or available for use in other locations, and access to the Services from locations where such activity is illegal is prohibited. Those who choose to use the Services from other locations do so on their own initiative and are solely responsible for compliance with all applicable laws.
You agree you shall indemnify and hold harmless Dawn, and any parents, subsidiaries, affiliates, customers, vendors, officers, and employees from any liability, damage or cost (including reasonable attorneys’ fees and costs) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, violation of the Terms, or the infringement by you of any Intellectual Property or violation of any right of any person or entity by you or any third party using your Dawn Account, login information, or password.
Access to the information provided by the Services is provided by Dawn as a service to its customers, website visitors, and Users of its Services, without warranty of any kind. References herein to any product, process, or service does not constitute or imply endorsement or recommendation by Dawn. While Dawn makes an effort to present accurate and reliable information on the Services, Dawn does not approve or certify such information and does not guarantee the accuracy, completeness, efficacy, timeliness, or sequencing of such information. Your use of such information is voluntary, and reliance on it should only be undertaken after an independent review of its applicability, accuracy, completeness, efficacy, and timeliness with regard to your specific needs and uses. Dawn (including its employees and agents) is not responsible for, and expressly disclaims all liability for, damages of any kind arising out of use, reference to or reliance on the information available through the Services. No approvals, recommendations, endorsements, guarantees, or warranties, including, but not limited to, any express or implied warranties of merchantability or fitness for any particular use or purpose of products or services named through the Services is made by Dawn.
You acknowledge that Dawn has no control over, and no duty to take any action regarding: (1) which Users gain access to or use the Services; (2) what effects the content on the Services may have on you; (3) how you may interpret or use the content on the Services; or (4) what actions you may take as a result of having been exposed to the content on the Services.
You release Dawn from all liability for you having acquired or not acquired Content through the Services. The Services may contain, or direct you to sites containing, information that some people may find offensive or inappropriate. Dawn makes no representations concerning any content contained in or accessed through the Services, and Dawn will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. Dawn makes no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness or completeness of that information and assumes no responsibility for any errors or omissions therein. Dawn cannot guarantee that you will obtain the results you seek or warrant that Services will be error-free. Dawn makes no representation or warranty of any kind with respect to use of Services or the use or accuracy of the information on the Services.
USER ACCESSES THESE SERVICES AT HIS OR HER OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO THE DESCRIPTION, QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COMPLETENESS OF ANY SERVICES PROVIDED HEREUNDER OR DESCRIBED HEREIN, OR AS TO ANY OTHER MATTER, ALL OF WHICH WARRANTIES BY DAWN ARE HEREBY DISCLAIMED. NEITHER DAWN NOR ANY OF ITS PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, LICENSORS, EMPLOYEES OR AGENTS WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE AND NO WARRANTY IS MADE AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE. THIS DISCLAIMER IS APPLICABLE TO ANY DAMAGE OR INJURY RESULTING FROM NEGLIGENCE OR OMISSION OF DAWN, COMPUTER VIRUS OR OTHER SIMILAR ITEM, TELECOMMUNICATIONS ERRORS, OR UNAUTHORIZED ACCESS TO OR USE OF USER INFORMATION THROUGH THEFT OR ANY OTHER MEANS. IN NO EVENT WILL DAWN OR ANY OF ITS AFFILIATES, AGENTS, EMPLOYEES, ASSIGNS OR THIRD PARTY CONTENT PROVIDERS BE HELD LIABLE FOR ANY CRIMINAL, TORTIOUS, OR NEGLIGENT ACTIONS OR OMISSIONS, OR ILLEGAL CONDUCT OF USERS OF THE SERVICES.
EXCEPT TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF ITS LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, NEITHER DAWN NOR ITS AFFILIATES, EMPLOYEES, AGENTS OR THIRD PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY LOSS RESULTING FROM USE OR UNAVAILABILITY OF INFORMATION OR CONTENT ON THESE SERVICES, INCLUDING BUT NOT LIMITED TO, ANY LOST PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF OR DAMAGE TO DATA OR INFORMATION OF ANY KIND, DAMAGE TO EQUIPMENT, HARDWARE OR OTHER PROPERTY OF USER, PERSONAL INJURY, OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, COMPENSATORY OR INCIDENTAL DAMAGES (WHETHER THE CLAIM IS BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT OR OTHER LEGAL THEORY) ARISING OUT OF THIS AGREEMENT OR IN CONNECTION WITH USE OF THE SERVICES OR CONTENT, OR FOR ANY DIRECT DAMAGES IN EXCESS OF $100 (IN THE AGGREGATE), EVEN IF THEY HAVE 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 “Disclaimer” and “Limitation of Liability” provisions of this Agreement are for the benefit of Dawn as defined herein, and each of these individuals or entities shall have the right to assert and enforce these provisions directly against you on its own behalf.
Entire Agreement: The Terms, including Dawn’s Privacy Notice, constitutes the entire agreement between Users of the Services and Dawn regarding users’ use of and access to the Services. Your use of the Services is intended for your enjoyment and benefit and the provision of the Services to you constitutes the sole and sufficient consideration that you are entitled to receive for any content or other contributions you have made to the Services.
Waiver & Severability: Failure of Dawn, to exercise any remedy or enforce any portion of the Terms at any time shall not operate as a waiver of any remedy or of the right to enforce any portion of the Agreement at any time thereafter. Any waiver or modification of the terms herein by Dawn must be in a writing signed by an authorized officer of Dawn and expressly referencing the applicable provisions of the Agreement. If any provision of the Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.
Controlling Law & Jurisdiction: These Terms and any action related thereto will be governed by the laws of the State of Michigan without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in the federal or state courts located in Jackson County, Michigan, United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any enactment of the Uniform Computer Information Transactions Act shall apply to this Agreement. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.
Binding Arbitration: Any dispute relating in any way to your use of the Services shall be submitted to confidential arbitration in Jackson County, Michigan, United States, except that to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the State of Michigan. You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Michigan. Arbitration under this Agreement shall be conducted pursuant to the Commercial Arbitration Rules then prevailing at the American Arbitration Association. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. Dawn operates the Service from its offices in the State of Michigan.
Transfer & Assignment: This Agreement and the rights and obligations hereunder may not be assigned, in whole or in part, by you without the written consent of Dawn. Dawn may assign this Agreement upon ten (10) days prior written notice to you. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.
No Independent Contractor or Joint Venture: The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
The Services that Dawn provides are always evolving and the form and nature of the Services Dawn provides may change from time to time without prior notice to you. Dawn may modify these Terms from time to time. The most current version of our Terms will govern our use of your information and will be located at http://www.dawnfoods.com/terms-of-use. Modifications to the Terms are effective upon the posting of an amended Terms to the Services. We may also notify you of changes to the Terms, particularly if we deem the changes to be material. By continuing to access or use the Services after changes become effective, you agree to be bound by the revised Terms.