Last Updated: February 26, 2021
Welcome to Panos FitMeals, a division of Panos Restaurant LLC!
Please read this Agreement carefully. Your use of our Site and Service is conditioned on your acceptance of and compliance with this Agreement. This Agreement applies to all visitors, users and others who access or use Panos Restaurant LLC Site and Service. The disclaimers, terms, and conditions in this Agreement are of general application and may be supplemented by additional policies, procedures, disclaimers, guidelines, rules, terms, and conditions of specific application that we disclose. We may modify this Agreement from time to time at our sole discretion. We will make the revised version available on our Site. Your continued access to or use of our Site and Service after any posted modification to this Agreement indicates your acceptance of the modifications. If you do not agree, stop using our Site and Service.
IMPORTANT NOTICE: YOUR USE OF OUR SITE AND SERVICE IS SUBJECT TO AN ARBITRATION PROVISION IN SECTION 10 OF THIS AGREEMENT, REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION AND WAIVING ALL CLASS ACTION SUITS. PLEASE CAREFULLY REVIEW SECTION 10 OF THIS AGREEMENT FOR MORE INFORMATION.
1. ACCESS TO OUR SITE
1.1 Grant of Limited License. On the condition you comply with your obligations under this Agreement, and subject to additional terms of any third-party licenses applicable to third-party software included in our Site, we hereby grant to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use our Site solely in connection with your personal, individual use. We reserve all rights not otherwise expressly granted by this Agreement. If you do not comply with this Agreement, we reserve the right to revoke any license granted in this Agreement and limit your access to our Site. Any use of our Site that exceeds the rights expressly granted in this Agreement is strictly prohibited and constitutes a violation of this Agreement, which may result in the suspension or termination of your right to access and use our Site.
1.2 Modification. We may discontinue or alter any aspect of our Site, restrict the time our Site is available, and restrict the amount of use permitted at our sole discretion and without prior notice or liability to you. We may also install bug fixes, updates, patches, and other upgrades to our Site without prior notice or liability to you. Your only remedy is to discontinue using our Site if you do not want a modification we make to our Site.
1.3 Removal of Access. Your access to our Site is provided on a temporary basis with no guarantee of future availability. You agree that we may immediately suspend or terminate your access to our Site or any part thereof. Cause for such measures include, without limitation: (1) breach or violation of this Agreement or other incorporated agreements or guidelines; (2) discontinuance or material modification to our Site; (3) unexpected technical or security issues or problems; or (4) your engagement in fraudulent or illegal activities. You further agree that such measures may be taken in our sole discretion and without liability to you or any third party.
1.4 Defects and Availability. We use commercially reasonable efforts to maintain our Site, but we are not responsible for any defects or failures associated with our Site, any part thereof, or any damages (direct or indirect) that may result from any such defects or failures. Our Site may be inaccessible or inoperable for any reason, including, without limitation: (1) equipment malfunctions; (2) periodic maintenance procedures or repairs which we may undertake from time-to-time; or (3) causes beyond our reasonable control or which we could not reasonably foresee. You understand that our Site is provided over the Internet and hosted by a third party provider, so the quality and availability of our Site may be affected by factors outside of our control. Our Site is not intended to be available 100% of the time and we do not make any guarantees regarding the reliability or availability of our Site. We will not be liable to you or any third party for damages or losses related to our Site being unavailable.
1.5 Restrictions. You may not: (1) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party any portion of our Site in any way; (2) copy, modify, adapt, alter, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which our Site is based; (3) use our Site or Panos Restaurant LLC Content to develop a competing Site or product; (4) use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of our Site, servers, or networks connected to our Site or take any other action that interferes with any other person’s use of our Site; (5) decrypt, transfer, create Internet links to our Site, or “frame” or “mirror” our Site on any other server or wireless or Internet-based device; (6) use or merge our Site or any component thereof with other software, databases, or Sites not provided or approved by us; (7) circumvent or attempt to circumvent any electronic protection measures in place to regulate or control access to our Site; (8) use our Site for any fraudulent or otherwise unlawful purposes or in violation of this Agreement; (9) develop, distribute, or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with our Site; (10) use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on our Site for any reason; (11) access or attempt to access any other user’s account; (12) use any Panos Restaurant LLC made available through our Site in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party; (13) introduce into our Site any virus, rogue program, Trojan horse, worm or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to or disable, erase, or otherwise harm our Site, or perform any such actions; (14) introduce into our Site any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of an unauthorized person; (15) delete, modify, hack, or attempt to change or alter our Site, Panos Restaurant LLC Content, notices on our Site; (16) connect to or access any Panos Restaurant LLC computer system or network other than our Site; (17) impersonate any other person or entity to use or gain access to our Site; or (18) conduct or otherwise participate in any distributed denial-of-service attack or similar malicious attack intended or designed to artificially delay, disrupt or otherwise adversely affect our Site or any other user’s access to or use of our Site. We reserve the right to investigate and prosecute violations of any of the above to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement.
1.6 Mobile Terms. Your contract with your mobile network provider (“Mobile Provider”) will continue to apply when accessing or using our Site on your mobile, handheld device. You understand that your Mobile Provider may charge you fees for your use of its network connection services while accessing or using our Site, for data downloading, e-mail, roaming, and other Mobile Provider or third party charges. YOU ACCEPT RESPONSIBILITY FOR ALL MOBILE PROVIDER FEES. As applicable to your device, you agree to be bound by the then-current Apple Media Service Terms and Conditions (located at: https://www.apple.com/ca/legal/internet-services/itunes/ca/terms.html), or Google Play Terms of Service (located at: https://play.google.com/about/play-terms/index.html). You acknowledge and agree that neither Apple, nor Google have any obligation whatsoever to furnish any maintenance and support services with respect to our Site, and that in the event of a conflict between their terms and this Agreement, their terms will prevail. You may provide us with a telephone number. All calls to and from Panos Restaurant LLC may be recorded.
If you elect to receive marketing text messages from us, either via our website or by sending a text message indicating your consent, you are providing your prior express written consent to receive recurring marketing or promotional SMS text messages from us (each, a “Text Message”) sent through an automatic telephone dialing system. These may include cart reminder messages. Message frequency varies. This service is optional and is not a condition for purchase. You can opt out of receiving any further Text Messages from us at any time by replying “STOP” to any Text Message you receive from us. For help, reply “HELP” to any Text Message you receive from us or email [email protected]
In addition to any fee of which you are notified, your mobile provider’s standard message and data rates may apply to our confirmation Text Message and all subsequent Text Message correspondence according to your individual rate plan provided by your wireless carrier. Please consult your mobile service carrier’s pricing plan to determine the charges for browsing data and sending and receiving Text Messages. Under no circumstances will we or our affiliates or our third party data service providers be responsible for any SMS messaging or wireless charges incurred by you or by a person that has access to your wireless device or telephone number. If your carrier does not permit SMS messages, you may not receive the Text Messages.
If you change or deactivate the phone number you provided, you have an affirmative obligation to update your account information and the phone number(s) attached to your account to prevent us from inadvertently communicating with anyone who acquires any phone number(s) previously attributed to you, and any new phone number(s) you attach to your account may receive our standard marketing Text Messages unless you also unsubscribe via the above procedures.”
1.7 Account Registration. Access to certain parts of our Site requires you to be registered with us via a Panos Restaurant LLC-generated registration form. This form will require you to provide certain requested information about yourself. Once Panos Restaurant LLC receives such information, you will be provided with an account and login information, including a username and password, to successfully complete the registration process. As the account owner, you are the only person authorized to access and use your account. As a part of the account verification process, Panos Restaurant LLC may require you to provide additional identification information. PANOS RESTAURANT LLC SHALL NOT, UNDER ANY CIRCUMSTANCE, BE LIABLE FOR ANY DIRECT OR INDIRECT CLAIMS, DAMAGES, OR ACTIONS ARISING FROM, OR RELATED TO, YOUR ACCOUNT. PANOS RESTAURANT LLC PROVIDES NO GUARANTEES OR WARRANTIES REGARDING THE ACTIONS OF ANY USER. YOU HEREBY RELEASE PANOS RESTAURANT LLC FROM THE ACTIONS OF ANY USER OPERATING UNDER YOUR ACCOUNT AND ANY FAILURE ON THE PART OF SUCH USER TO PROTECT THE CONFIDENTIALITY, INTEGRITY, OR SECURITY OF YOUR USER CONTENT.
1.8 Unauthorized Use and Information Changes. You must immediately notify us if your registration information changes or you learn of or have reason to suspect any unauthorized use of your account or any other breach of security. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password. You also agree that you will provide truthful and accurate information during the registration process. We may refuse to grant you a particular username for any reason, including, without limitation, if we have reason to believe that such username impersonates someone else, is protected by trademark or other proprietary rights, or is vulgar or otherwise offensive.
1.9 Storing Credentials. Our Site may allow you to store your login credentials in your web browser so that you can be automatically logged in each time you access our Site. If someone else has access to your computer or web browser, the automatic login feature will allow that person to have access to your account. You are responsible for any damages to Panos Restaurant LLC or our Site resulting from unauthorized access to our Site from your account and we will have no liability to you or any third party for damages or loss related to such unauthorized access or use.
2. CONTENT ON OUR SITE
2.1 Panos Restaurant LLC Content. Our Site may include or provide access to information, software, photos, videos, text, graphics, music, sounds, and other material or information provided by us or third parties (collectively, the “Panos Restaurant LLC Content”) that are protected by copyrights, trademark, or other intellectual property laws. You understand and agree that these rights in any Panos Restaurant LLC Content are valid and protected in all forms, media, and technologies existing now or developed in the future. You may not obscure or remove any proprietary rights notices contained in or on the Panos Restaurant LLC Content. We cannot and do not assume any responsibility for your use or misuse of Panos Restaurant LLC Content, or any other information transmitted, monitored, stored, or received while using our Site. We reserve the right to amend or delete any Panos Restaurant LLC Content (along with the right to terminate or restrict use of or access to our Site) in our sole discretion.
2.3 User Content Limited License. By submitting User Content to our Site yourself or through a third party, you grant Panos Restaurant LLC a limited, nonexclusive, transferable (in the case of an assignment or a change of control), royalty-free right and license to securely copy, retain, display, delete, upload, download, and archive User Content for the limited purpose of providing our Site to you. Panos Restaurant LLC, as the Site operator, reserves the right to remove User Content at any time and for any reason without notification to you. YOU AGREE THAT YOU WILL EVALUATE AND BEAR ALL RISK RELATED TO THE USE OF, OR ANY ACTIVITIES ASSOCIATED WITH, USER CONTENT THAT YOU PROVIDE THROUGH OUR SITE. THE RESULTS OF ANY ACTIONS YOU TAKE BASED ON USER CONTENT OR OTHER CONTENT YOU FIND ON OUR SITE ARE SOLELY YOUR RESPONSIBILITY. UNDER NO CIRCUMSTANCES WILL PANOS RESTAURANT LLC BE LIABLE IN ANY WAY FOR USER CONTENT SUBMITTED, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF, THE TRANSMISSION OF ANY USER CONTENT THROUGH OUR SITE.
2.4 User Content Restrictions. You may not upload, post, or transmit any User Content that: (1) would violate or infringe the proprietary, privacy, publicity, or intellectual property rights of Panos Restaurant LLC or any third party; (2) is obscene, defamatory, threatening, harassing, abusive, libelous, hateful, or harmful to any other person or entity; (3) violates any applicable law, statute, ordinance, or regulation; (4) puts in jeopardy the security of your account, Fresh n’ Lean or our Site; or (5) promotes or displays any of the following content: (a) pornography; (b) violence; (c) racial intolerance or advocacy against any individual, group, or organization; (d) profanity; (e) hacking or cracking; (f) illicit drugs and drug paraphernalia; (g) sale of alcohol, tobacco, or tobacco-related products; or (h) the sale of weapons or ammunition.
2.5 Feedback. We welcome your comments, feedback, information, or materials regarding our Site or any of our other products or services (collectively, “Feedback”). Your Feedback will become our property upon your submission to us. By submitting your Feedback to us, you agree to assign, and hereby irrevocably assign to us, all right, title, and interest in and to the Feedback and all copyrights and other intellectual property rights embodied in such Feedback on a worldwide basis. We will be free to use, copy, distribute, publish and modify your Feedback on an unrestricted basis, without compensation to you. Moreover, you hereby assign or waive, as the case may be, any moral rights that you may have in or to the Feedback.
3. OUR SERVICE
3.1 Availability. Our Service is intended for use by individuals in the United States of America (“Serviced Countries”). At this time, we do not accept orders from individuals outside the Serviced Countries. As such, by placing an order through our Service, you warrant that you: (1) are legally capable of entering into this Agreement; (2) are at least 18 years old; (3) are a resident of a Serviced Country; and (4) are accessing the Service from a Serviced Country.
3.2 Ingredients. Given the perishable nature of many of our ingredients, and market conditions and product supply beyond our control, we reserve the right to adjust the quantity of any ingredients in a Meal Kit, to discontinue the use of any ingredient or product, or to substitute any ingredients or entire Meal Kits, all without notice. While we make every effort to ensure that you are provided with the very best ingredients for our Meal Kits, these switches may occasionally be required. If such a substitution is required, we will make reasonable efforts to notify you prior to shipment. If you have any issues with any substitution, or either an ingredient or a Meal Kit, please contact us at [email protected]
3.3 ‘A la Carte’ Orders. ‘A la Carte’ orders are one-time standalone orders. This feature allows you to order the meals you choose from our current selection in any combination you want. All of our meals are made fresh every week, and ‘A la Carte’ orders are subject to availability.
3.4 Gift Cards. Panos Restaurant LLC gift cards are not redeemable through Panos FitMeals. Gift cards are not redeemable for cash or credit, except to the extent required by applicable law. Panos Restaurant LLC is not responsible for lost or stolen gift cards. Lost or stolen gift cards cannot be replaced (except as required by law). All sales of gift cards are final and nonrefundable.
3.5 Promotions. When subscribing to our Rewards program and using promotions, you are responsible for reading the terms and conditions of the promotion as advertised by Panos Restaurant LLC. If the terms and conditions of the promotion are not clear to you, you may contact Panos Restaurant LLC to seek clarification about the terms and conditions associated with the promotion you sign up for. Panos Restaurant LLC promotions are advertised with simple terms and conditions, however, promo codes are often shared on blogs, message boards, and third party sites without permission and/or any explanation of the promotion.
3.6 Vouchers. Panos Restaurant LLC may offer discount promotions, free/discounted meals, or other types of vouchers (“Vouchers”). In order to utilize the offer on the Voucher, users need to create an account through the Site and input their information and the code found on the Voucher (“Voucher Code”) to redeem. If you purchase any Voucher, Voucher is deemed to have been sold at the time of payment for it. The discount found on the Voucher only lasts for the time specified on the Voucher. Similarly, a Voucher may only be used once and may not be copied, reproduced, distributed, or published either directly or indirectly in any form or stored in data retrieval systems without our prior written approval. Panos Restaurant LLC reserves the right to withdraw or deactivate any Voucher (other than one which has been purchased) for any reason, at any time. Vouchers may only be redeemed through our Site, and not through any other website or method of communication. To use your Voucher, you will be required to enter its unique code at the online checkout and use of such code will be deemed to confirm your agreement to this Agreement and any special conditions attached to the Voucher.
3.7 Nutrition Information. Nutrition information for our Service is presented on our Site and other places to the best of our current knowledge and latest testing. The nutritional information for meals at the time of their preparation is reflected on the labels on our containers and website images. We cannot guarantee the accuracy of any nutritional information. As such, we cannot be responsible for any loss or damage resulting from your reliance on nutritional information. Always check the ingredients associated with any products that you receive from Panos Restaurant LLC to avoid adverse reactions. Promptly contact your health care provider if you have any concerns.
3.8 Recipes. Panos Restaurant LLC Content on our Site or elsewhere may contain recipes, recommendations, advice (collectively, the “Advice”). Ask your physician or healthcare professional before adopting any Advice. Always check the ingredients associated with any Advice to avoid potential allergic reactions. If you have or suspect that you have an allergic reaction, contact your health care provider immediately.
4. PICKUPS, DELIVERY, AND RETURNS
4.1 Panos Restaurant LLC, Panos FitMeal Pickups. Pickups are on Tuesday and Friday. You are responsible for scheduling your pick-up time and abiding by the time you selected.
4.2 Delivery. All orders which select delivery are delivered via a third-party service, and we do our best to ensure great service, but we do not have control over their service. Use at your own risk and discretion. Your meals should be immediately placed into a cooler upon receipt.
4.3 No Returns. All sales are final. Any meals or products purchased through and from Panos Restaurant LLC Site, over the phone, or through any of Panos Restaurant LLC partners or affiliates are often perishable food items and cannot be returned for a refund.
5. PAYMENT TERMS
5.1 Payment Method. To make a purchase, you will be required provide a credit card or other payment method accepted by Panos Restaurant LLC (“Payment Method”). By providing a Payment Method, you are expressly agreeing that we are authorized to keep such Payment Method on file and charge you the fees, charges, or other amounts described in your purchases. You represent and warrant to Panos Restaurant LLC that any information you provide in connection with a Payment Method is true and that you are authorized to use the Payment Method which you provided. If you want to use a different Payment Method than the one you signed up to use during registration, or if there is a change in your credit card validity or expiration date, you may edit your Payment Method information by logging in to your account and viewing your account details. When you provide a Payment Method, our system may attempt to verify the information you entered. You shall be responsible for all taxes associated with the Plan other than U.S. taxes based on Panos Restaurant’s net income.
5.2 Price Adjustments. We reserve the right to adjust prices in our sole discretion, at any time and without notice to you. All prices shown on the Site are in U.S. dollars. Prices, taxes or other fees may vary geographically.
6. USER REPRESENTATIONS
6.2 Feedback. In the event you provide any Feedback via our Site, you hereby make the following additional representations and warranties to us: (1) you are owner of such Feedback or otherwise have the right to grant us the licenses or assignments granted pursuant to this Agreement; (2) you have secured any and all consents necessary to provide the Feedback and to grant the foregoing licenses or assignments; (3) the Feedback does not violate the rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party, and such Feedback does not contain any personally identifiable information about third parties in violation of such parties’ rights; (4) the use of any Feedback will not result in harm or personal injury to any third party; and (5) all factual information contained in the Feedback is true and accurate.
7. DISCLAIMER OF WARRANTIES
7.1 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR SITE AND SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITATION, WE MAKE NO WARRANTY THAT OUR SITE WILL MEET YOUR REQUIREMENTS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE FOREGOING OR ANY INFORMATION OR CONTENT FOUND ON OUR SITE WILL BE ACCURATE OR RELIABLE, THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF OUR SITE OR SERVICE WILL BE CORRECTED, THAT OUR SITE OR SERVICE AND ANY CONTENT OR INFORMATION FOUND ON OUR SITE OR SERVICE WILL BE VIRUS-FREE, OR THAT THE QUALITY OF ANY INFORMATION, CONTENT, OR OTHER MATERIALS OBTAINED THROUGH OUR SITE OR SERVICE WILL MEET YOUR EXPECTATIONS. ANY CONTENT OR OTHER MATERIALS UPLOADED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SITE OR SERVICE IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. FURTHER, PLEASE NOTE THAT NO INFORMATION, OBTAINED BY YOU THROUGH OUR SITE OR SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
7.2 Specifications Related to Warranties. WE ATTEMPT TO DISPLAY THE PRODUCTS YOU WILL RECEIVE IN YOUR MEAL KITS AND OTHER MATERIALS AND INFORMATION YOU VIEW ON THE SITE, INCLUDING PRICING AND NUTRITIONAL INFORMATION, AS ACCURATELY AND RELIABLY AS POSSIBLE. HOWEVER, WE DO NOT GUARANTEE THE ACCURACY OF SUCH MATERIALS AND INFORMATION. IN THE EVENT OF AN ERROR, WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION AND SUBJECT TO THIS AGREEMENT, TO CORRECT SUCH ERRORS AND REVISE YOUR ORDER ACCORDINGLY (INCLUDING CHARGING THE CORRECT PRICE) OR TO CANCEL YOUR ORDER AND ISSUE YOU A CREDIT REFUND. YOU FURTHER AGREE THAT THE PRODUCTS AND OTHER MATERIALS YOU RECEIVE IN YOUR MEAL BOX MAY VARY FROM THE PRODUCTS AND MATERIALS DISPLAYED ON THE SITE DUE TO A NUMBER OF FACTORS, INCLUDING, WITHOUT LIMITATION, SYSTEM CAPABILITIES AND CONSTRAINTS OF YOUR COMPUTER, MANUFACTURING PROCESS OR SUPPLY ISSUES, THE AVAILABILITY AND VARIABILITY OF PRODUCTS, DISTINCT COOKING OR OTHER PREPARATION METHODS AND VARIABILITY OF COOKING EQUIPMENT AND APPLIANCES. THE SITE MAY CONTAIN INFORMATION ABOUT PRODUCTS THAT ARE NOT AVAILABLE IN EVERY LOCATION. A REFERENCE TO A PRODUCT ON THE SITE DOES NOT IMPLY OR GUARANTEE THAT IT IS OR WILL BE AVAILABLE IN YOUR LOCATION OR AT THE TIME OF YOUR ORDER.
7.3 Allergen Information. PLEASE NOTE THAT THE EIGHT MAJOR ALLERGENS, AS DETERMINED BY THE US FOOD AND DRUG ADMINISTRATION, WHICH ARE WHEAT, EGG, SOY, MILK, TREENUTS, PEANUTS, FISH, AND SHELLFISH, MAY BE STORED, PORTIONED, AND PACKAGED IN PANOS RESTAURANT LLC FACILITIES. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT WE STORE, PORTION AND PACKAGE THESE PRODUCTS, AND WHILE PANOS RESTAURANT LLC TAKES PRECAUTIONS TO LIMIT ANY CROSS-CONTAMINATION, CROSS-CONTAMINATION MAY OCCUR BETWEEN FOOD PRODUCTS, AND THUS, THE RESPECTIVE MEAL KITS, MAY CONTAIN SOME OR ALL OF THE ALLERGENS LISTED. YOU ARE ALSO SOLELY RESPONSIBLE FOR KNOWING ABOUT ANY FOOD ALLERGIES YOU MAY HAVE AND VERIFYING THE PRODUCTS AND THEIR CONTENTS BEFORE HANDLING, PREPARING, USING OR CONSUMING SUCH PRODUCTS. PANOS RESTAURANT LLC DOES NOT REPRESENT OR WARRANT THAT THE NUTRITION, INGREDIENT, ALLERGEN, AND OTHER PRODUCT INFORMATION ON OUR SITE OR APP IS ACCURATE OR COMPLETE SINCE THIS INFORMATION IS PROVIDED BY THE PRODUCT MANUFACTURERS OR SUPPLIERS AND ON OCCASION MANUFACTURERS MAY MODIFY THEIR PRODUCTS AND UPDATE THEIR LABELS. WE RECOMMEND THAT YOU DO NOT RELY SOLELY ON THE INFORMATION PRESENTED ON OUR SITE.
8. INDEMNITY; LIMITATION OF LIABILITY
8.1 Indemnity. You agree to defend, indemnify, and hold harmless Panos Restaurant LLC, our officers, employees, suppliers, contractors, and agents from and against any and all claims, liabilities, damages, losses, demands, or expenses, including attorney’s fees and costs and expenses, arising out of or in any way connected with: (a) your use of our Site and Service, (b) your violation of this Agreement, (c) any User Content you provide through our Site, (d) your violation of any law or the rights of any third party, and (e) your negligence or willful misconduct.
8.2 Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL PANOS RESTAURANT LLC BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE OUR SITE OR SERVICE. IF YOU ARE DISSATISFIED WITH OUR SITE OR SERVICE, OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING OUR SITE OR SERVICE. IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT FOR THE USE OF ANY OR ALL PARTS OF OUR SITE OR SERVICE IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100.00).
8.3 For California Residents. IF YOU ARE A CALIFORNIA RESIDENT OR COULD OTHERWISE CLAIM THE PROTECTIONS OF CALIFORNIA LAW, YOU FURTHER EXPRESSLY WAIVE THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO THE CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND SECTION 1542 OF THE CALIFORNIA CIVIL CODE, AND YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER THAT SECTION AND ANY LAW OF ANY JURISDICTION OF SIMILAR EFFECT WITH RESPECT TO YOUR RELEASE OF ANY CLAIMS YOU MAY HAVE AGAINST PANOS RESTAURANT LLC.
9. DISPUTE RESOLUTION AND GOVERNING LAW, JURISDICTION AND COSTS
9.1 Governing Law. This Agreement will be governed by and construed, interpreted, and enforced in accordance with the laws of the State of Pennsylvania without reference to its conflicts or choice of law principles. Any arbitration or court proceeding will take place in Erie, Pennsylvania and you hereby consent to the exclusive jurisdiction and venue of the state or federal courts in Erie County, Pennsylvania. You irrevocably submit and consent to the personal jurisdiction of such courts.
9.2 Dispute Resolution. To the extent feasible, the parties desire to resolve any dispute, claim or controversy arising out of or relating to your use of or access to our Site or Service, or Panos Restaurant LLC Materials (defined below in Section 11.1), this Agreement, or the breach, termination, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this agreement to arbitration (a “Dispute”) through discussions and negotiations between each other. The parties agree to attempt to resolve any Disputes by negotiation with the other party (by phone, electronic correspondence, or written correspondence). If we are not able to resolve any Dispute ourselves, you and Panos Restaurant LLC agree to resolve such Dispute through confidential binding arbitration as set forth below.
9.3 Binding Arbitration. If you and Panos Restaurant LLC are unable to resolve a Dispute through informal negotiations, either you or Panos Restaurant LLC may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA Rules”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”) both of which are available at the AAA website www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement you and Panos Restaurant LLC may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
9.4 Waiver of Rights. You hereby agree that you understand the consequences of agreeing to binding arbitration under this Section, including giving up any constitutional rights to have the Dispute determined by a court of law or by a jury under applicable law. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE PROVIDER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER PROVIDER OR USER.
10.1 Ownership of Intellectual Property. Unless otherwise specifically noted in this Agreement, images, trademarks, service marks, logos and icons displayed on our Site, are the property of and/or its licensors and may not be used without our prior written consent. Our Site, including our systems, databases, information, data, documents, materials, works, Panos Restaurant LLC Content, our Service, and all intellectual property rights in and to the foregoing (collectively, the “Panos FitMeals Materials”) shall at all times remain the exclusive property of Panos Restaurant LLC and its third-party licensors. You are not acquiring any rights in or to the Panos FitMeals Materials other than a non-exclusive right to access and use our Site and Service solely in accordance with the terms of this Agreement. Our Panos FitMeals Materials are our intellectual property and may not be reproduced, recreated, modified, accessed, or used in any manner or disseminated or distributed to any other party in violation of this Agreement. Any unauthorized use of any Panos FitMeals Materials, whether owned by us or other parties, may violate copyright laws, trademark laws, privacy and publicity laws and communications regulations and statutes. Any third-party software included in our Panos FitMeals Materials is licensed subject to the additional terms of the applicable third-party license. Trademarks owned by third parties are the property of those respective third parties.
10.2 Term. This Agreement is effective upon your acceptance and will continue in full force until terminated. You may terminate this Agreement at any time by immediately discontinuing all access to our Site. Termination or cancellation of this Agreement will not affect any right or relief to which we may be entitled at law or in equity, including specifically our right to collect outstanding fees for your Plan. We reserve the right to terminate this Agreement at any time and for any reason without prior notice to you. Further, you agree that we will not be liable to you or any third-party for any termination or suspension of your access to our Site or any part thereof.
10.3 Consent to Do Business Electronically. You agree not to contest the authorization for, or validity or enforceability of, electronic records and electronic signatures, or the admissibility of copies thereof, under any applicable law.
10.4 DMCA. If you believe any materials accessible on this Site to infringe on your copyright, you may request removal by contacting Panos Restaurant LLC. Please provide: Information about the work that you believe to be infringed; information about the material that you believe to be infringing; your name, address and contact information; and a signature or the electronic equivalent from the copyright holder or authorized representative.
10.5 Equitable Relief. You agree that breach of the provisions of this Agreement would cause irreparable harm and significant injury to us which would be both difficult to ascertain and which would not be compensable by damages alone. As such, you agree that we have the right to enforce the provisions of this Agreement by injunction (without necessity of posting bond), specific performance, or other equitable relief without prejudice to any other rights and remedies we may have for your breach of this Agreement.
10.6 Entire Agreement. This Agreement constitutes the entire agreement between you and Panos Restaurant LLC with respect to the subject matter hereof and supersedes all prior agreements, both oral and written. We may revise and update this Agreement from time to time, and will post the updated Agreement to our Site. UNLESS OTHERWISE STATED IN THE AMENDED VERSION OF THIS AGREEMENT, ANY CHANGES TO THIS AGREEMENT WILL APPLY IMMEDIATELY UPON POSTING. Although we are not obligated to provide you with notice of any changes, any changes to this Agreement will not apply retroactively to events that occurred prior to such changes. Your continued use of our Site will constitute your agreement to any new provisions within this revised Agreement.
10.7 Waiver; Severability. Our failure to enforce any provision of this Agreement will not be deemed to be a waiver of our right to enforce them. If any term or provision of this Agreement will be held to be invalid, illegal, or unenforceable, the remaining terms and provisions of this Agreement will remain in full force and effect, and such invalid, illegal, or unenforceable term or provision will be deemed not to be part of this Agreement.
10.8 Assignment. You may not assign, transfer, or sell (voluntarily or by operation of law) your rights or obligations under this Agreement without our prior written consent. Any purported assignment without our consent will be void and will constitute a breach of this Agreement. We may assign this Agreement or delegate or subcontract our obligations under this Agreement at any time.
10.9 Survival. The provisions of this Agreement that by their content are intended to survive the expiration or termination of this Agreement, including, without limitation, provisions governing ownership and use of intellectual property, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination, and interpretation of this Agreement, will survive the expiration or termination of this Agreement for their full statutory period.
10.10 Contact Us. If you have questions about this Agreement, email us at [email protected]