U.S. Terms and Conditions – sushisamba.com
Last Revised September 19, 2017
Orange Brands Management (“OBM”) operates the website located at www.sushisamba.com (the “Website”), as well as other online channels and social media, including but not limited to Facebook, Instagram, Pinterest and Twitter (collectively, the “Social Media”, and together with the Website, the “Sites”).
By using the Sites, you confirm that you have read, understood, and agree to be bound by these Terms and Conditions (“Terms”). If you do not agree to be bound by these Terms, then you are not authorized to use, browse, or access the Sites and should stop immediately. You are not authorized to use the Sites if (a) you are not of legal age or otherwise do not have the legal capacity to form a binding contract with OBM; or (b) you are a person barred from using the Sites either: (i) under the laws of the country in which you reside or from which you are attempting to access the Sites; or (ii) due to prior violations of these Terms. If you are not authorized to use the Sites, please do not attempt to use the Sites and do not provide your name, contact details or any other information about yourself.
YOU AND OBM UNDERSTAND AND AGREE THAT THE ARBITRATION PROVISION CONTAINED IN SECTION 6 PROVIDES THAT WE EACH AGREE TO RESOLVE ANY DISPUTES BETWEEN US THROUGH BINDING ARBITRATION INSTEAD OF IN COURTS OF GENERAL JURISDICTION TO THE FULLEST EXTENT PERMITTED BY LAW, AND YOU HEREBY AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL AND THAT NO CLAIM OR ARBITRATION PROCEEDING UNDER THESE TERMS SHALL BE JOINED TO ANY OTHER CLAIM OR ARBITRATION PROCEEDING, AND NO CLASS PROCEEDINGS SHALL BE PERMITTED.
OBM may change these Terms from time to time. Accordingly, you should check the Terms regularly for updates. You can determine when the Terms were last revised by referring to the “Last Revised” legend at the top of this page. Any changes in these Terms take effect upon posting and only apply to use of the Sites after that date. Each time you access, use or browse the Sites, you signify your acceptance of the then-current Terms.
Proprietary Rights
All right, title, and interest in and to the Sites, including without limitation any patents, copyrights, trademarks, trade secrets, inventions, know-how, and all other intellectual property rights, are owned by OBM and/or its licensors. You agree not to use, copy, share, distribute, or republish or exploit for any commercial purpose, any portion of the Sites other than as expressly authorized in advance by OBM in writing.
So long as you agree and comply with the Terms, you are permitted to use, copy, share, distribute, or republish materials on the Sites solely for non-commercial purposes in support of your interaction with OBM’s services and with attribution to OBM. You agree that you will not remove or modify any acknowledgements, credits or legal notices contained on the Sites or in the Content.
Use of the Sites in any way not expressly permitted by these Terms is prohibited, and may be actionable under United States or international law. You agree not to access the Sites by any means other than through a standard web browser. You shall not harvest or otherwise collect any data, information or content from the Sites, including by using manual or automated software, devices, or other processes to “crawl”, “scrape” or “spider” any page of the Website to copy, obtain, propagate, distribute or misappropriate any content.
Your Submission
Any content you submit to OBM via the Sites is hereafter referred to as “Your Submission”. By submitting Your Submission, you grant to OBM, and its parent companies, subsidiaries, partners, and affiliates and their successors, assigns and licensees (collectively, the “OBM Grantees”) the unqualified, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, non-exclusive, and royalty-free right, license, authorization, and permission, to use Your Submission, in any form or format, on or through any media and with any technology or devices now known or hereafter developed or discovered, in whole or in part, including without limitation to host, cache, store, maintain, reproduce, distribute, display, exhibit, perform, publish, broadcast, transmit, modify, prepare derivative works of, adapt, reformat, translate, incorporate into any other content and otherwise exploit through the Sites and any other channels, services, and other distribution platforms through all types of media, whether currently existing or existing or developed in the future (collectively, the “Platforms”), for any purpose whatsoever including, without limitation, for any promotional or marketing purposes without any inspection, notification, credit or obligation of compensation to you, and the right to license and sub-license and authorize others to exercise any of the rights granted hereunder to the OBM Grantees, in our sole discretion, including without limitation the right to distribute and synchronize all or any portion of Your Submission in timed relation to any other visual elements; to web cast, pod cast, re-publish, re-broadcast, re-platform, port, syndicate, route, and link to and from all or any portion of Your Submissions; to encrypt, encode and decode, and compress and decompress all or any portion of Your Submissions; to edit, mix, combine, merge, distort, superimpose, create or add special effects, illusions and/or other material to or of all or any portion of Your Submissions; to create composite, stunt, comic or unusual photographs, videos, animations, motion pictures and/or voice reproductions from all or a portion of Your Submissions; and to excerpt and/or extract portions of Your Submissions in order to host, store, index, categorize and display Your Submissions on or through the Platforms. OBM has no obligation to post, retain or make any use of Your Submission, and will not return to you any copies of or materials relating to Your Submission.
The submission of Your Submission confirms your acceptance of, and agreement to be bound by, all the terms and conditions of these Terms. By submitting Your Submission, you represent and warrant that: (a) you are the exclusive owner of all rights to Your Submission and have the right to grant all of the authorizations, permissions, approvals, consents, rights and licenses as described in these Terms, or have all necessary authorizations, permissions, approvals, consents, rights and licenses from the other owner(s) of or persons or property depicted in any part of Your Submission to perform and comply with all of the provisions of these Terms; (b) Your Submission is your original work; (c) it has not been previously published; (d) you are the age of majority in your jurisdiction and have the legal right and capability to enter into, perform and comply with these Terms, or if you are between 13 – 17 years of age, you have the permission of your parent or guardian to submit Your Submission and your parent or guardian agrees to these Terms; (e) Your Submission is correct, complete, and current to the best of your knowledge; (f) Your Submission and its use as permitted in these Terms does not violate these Terms, any rights of any other party, or any of your obligations, and does not infringe or misappropriate any intellectual property, privacy, publicity or other rights of any third party, or otherwise violate any law or regulation; (g) the submission of Your Submission is not subject to or under the jurisdiction of any guild or union collective bargaining agreement and none of the OBM Grantees shall be obligated or responsible for providing any guild or residual payments, or payments to any manager, agent, or other representative in connection with Your Submission; and (h) Your Submission does not contain any obscene, abusive, discriminatory, profane, violent, unlawful, sexually explicit, or defamatory material. OBM may remove any of Your Submissions from the Sites and may suspend or delete your account at any time at its own discretion.
The OBM Grantees are not responsible for: (a) unauthorized human intervention in any part of the process for submitting Your Submission; (b) printing, typographical, technical, computer, network or human error which may occur in the administration of the submission process; (c) lost, undeliverable, or damaged submissions; or (d) any injury or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from Your Submission. The OBM Grantees are not responsible for misdirected or undeliverable submissions or for any technical problems, malfunctions of computer systems, servers, providers, hardware/software, lost or unavailable network connections or failed, incomplete, garbled or delayed computer transmission or any combination thereof. The OBM Grantees are not responsible for any unauthorized third party use of Your Submission.
Notice and Procedures for Making Claims of Copyright or Intellectual Property Infringement
If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide OBM’s Copyright Agent a Notice containing the following information:
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Website (providing URL(s) in the body of an email is the best way to help locate content quickly);
your name, address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
OBM’s Copyright Agent for Notice of claims of copyright or other intellectual property infringement can be reached in the following ways:
Copyright Agent, Orange Brands Management
17 East 16th Street, 2nd Floor
New York, NY 10003
212.604.0600
Email: webmaster@sushisamba.com
Your Information and Privacy
OBM views the protection of your privacy as an important responsibility. By using the Sites, you consent to the collection and use of your Personal Information by OBM as described in the Privacy Policy. If you do not agree with the Privacy Policy, you are not authorized to use the Sites.
Notice Required By California Law
Pursuant to California Civil Code Section 1789.3, users are entitled to the following specific consumer rights notice:
The name and address of the provider of the Website is: Orange Brands Management, 17 East 16th Street, 2nd Floor, New York, NY 10003. Complaints regarding the Website or requests to receive further information regarding use of the Website may be sent to the above address or to webmaster@sushisamba.com.
The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite S202, Sacramento, CA 95834 or by telephone at (916) 574-7950 or (800) 952-5210.
Release; Indemnification
YOU AGREE TO RELEASE AND HOLD HARMLESS EACH OF THE OBM GRANTEES AND ANY OF THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, LICENSORS, PARENT COMPANIES, AFFILIATES, SUBSIDIARIES, PARTNERS, AGENTS, EMPLOYEES, CONSULTANTS, REPRESENTATIVES, SERVICE PROVIDERS, SUPPLIERS, ADVERTISING/ PROMOTION AGENCIES, AND ALL THIRD PARTIES TO WHOM THE OMB GRANTEES HAVE LICENSED OR ASSIGNED ANY OF THE RIGHTS OBTAINED THROUGH THESE TERMS, AND EACH OF THEIR RESPECTIVE PARENT COMPANIES AND EACH SUCH COMPANY’S OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE “OBM PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTIONS OR SUITS ARISING OUT OF THE USE OF THE SITES INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, DEATH OR DAMAGE TO OR LOSS OF PROPERTY, AND THOSE ARISING IN CONNECTION WITH YOUR SUBMISSION, INCLUDING, WITHOUT LIMITATION, ANY AND ALL LIABILITY FOR ANY USE OR NONUSE OF YOUR SUBMISSION OR OTHER CONTENT, DEFAMATION, LIBEL, SLANDER, INVASION OF PRIVACY, RIGHT OF PUBLICITY, DIRECT OR INDIRECT TRADEMARK INFRINGEMENT, UNFAIR COMPETITION, DIRECT OR INDIRECT PATENT INFRINGEMENT, DIRECT OR INDIRECT COPYRIGHT INFRINGEMENT, PSYCHOLOGICAL HARM, EMOTIONAL DISTRESS OR ECONOMIC LOSS. EACH OF THE OBM PARTIES HAS THE RIGHT TO ASSIGN, TRANSFER, CONVEY, LICENSE, SUB-LICENSE AND OTHERWISE TRANSFER, SUB-CONTRACT, DELEGATE, OUTSOURCE OR ENGAGE THIRD PARTIES TO PERFORM OR BENEFIT FROM ALL OR ANY PORTION OF ITS OR THEIR RIGHTS AND/OR OBLIGATIONS TO ANY ONE OR MORE OTHER PARTIES, WITHOUT ACCOUNTING, REPORTING, OR NOTIFYING YOU OR ANY OTHER OBLIGATION OR LIABILITY TO YOU WHATSOEVER, NOW OR IN THE FUTURE. YOU ALSO FOREVER WAIVE AND RELINQUISH ALL MORAL RIGHTS OR DROIT MORAL NOW OR HEREAFTER RECOGNIZED IN CONNECTION WITH YOUR SUBMISSION AND THE RIGHTS GRANTED TO THE OBM PARTIES.
You agree to indemnify, hold harmless, and defend the OBM Parties, directors, employees, and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person, arising out of or relating to: (a) these Terms and/or any breach by you thereof; (b) your use of the Sites, including any data, content, or work transmitted or received by you; (c) any unacceptable or objectionable use of the Sites, as OBM determines at its sole discretion; and (d) any negligent or willful misconduct by you.
Disclaimers and Limitation of Liability
THE SITES ARE PROVIDED “AS IS” WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. YOUR USE OF THE SITES INCLUDING WITHOUT LIMITATION SUBMISSIONS FEATURES IS SOLELY AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR YOUR SUBMISSIONS AND FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM YOUR USE OF THE SITES OR LINKS CONTAINED THEREIN. OBM EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, TO YOU REGARDING THE SITES, INCLUDING WITHOUT LIMITATION WARRANTIES CONCERNING ACCESS TO AND/OR THE AVAILABILITY, ACCURACY, USEFULNESS AND/OR SECURITY OF THE WEBSITE, ANY CONTENT, MATERIAL, SOFTWARE, INFORMATION, DATA, SOFTWARE, CAPABILITIES, RESOURCES, FACILITIES, PRODUCTS AND/OR SERVICES MADE AVAILABLE TO YOU THROUGH THE SITES, AND ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SITES WILL FUNCTION OR PERFORM IN ANY PARTICULAR MANNER. THE SITES INCLUDING ALL CONTENT ARE MAINTAINED ON SERVERS IN THE UNITED STATES INTENDED FOR USERS THAT ARE NOT RESTRICTED OR PROHIBITED BY LAW OR REGULATION TO ACCESS AND USE THE SITES IN THE UNITED STATES.
UNDER NO CIRCUMSTANCES SHALL THE OBM PARTIES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THESE TERMS. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. YOUR SOLE AND EXCLUSIVE CUMULATIVE REMEDY FOR ANY CLAIMS OR DISPUTES RELATING TO THE OBM GRANTEES OR THE SITES SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).
OBM makes no representation that images on the Sites are accurate or available; images on the Sites may not reflect OBM’s actual menus, products, services, seating, availability or prices. In the event of any mistake, error, or other inadvertent communication or incorrect information, however arising, OBM has no responsibility to honor inaccurately disclosed or described information. OBM shall not be liable for any delay or failure to communicate resulting from causes outside its reasonable control or unforeseen circumstances such as acts of nature or God, fire, flood, earthquake, accidents, strikes, war, terrorism, governmental act, failure of or interruption in common carriers (including, without limitation, Internet service providers and web hosting providers) or utilities, or shortages of transportation facilities, fuel, energy, labor or materials, and is not responsible for site unavailability or technical failure of any kind, including but not limited to malfunctions, interruptions or disconnections in phone lines or network hardware or software.
Arbitration; Governing Law; NO CLASS CLAIMS; NO JURY TRIAL; Timely Filing of Claims
Any controversy or claim arising out of or relating to these Terms or a breach thereof, with the exception of any injunctive or equitable relief sought by OBM for any violation of these Terms, shall be submitted to binding arbitration in New York, New York in accordance with the rules and procedures of the American Arbitration Association (“AAA”), with the exception of any conflicts-of-law provisions.
These Terms are made in, and shall be governed by, the laws of New York, excluding its conflicts-of-law provisions. If, for any reason, this Arbitration provision shall be found to be invalid or unenforceable in any respect, or you decide to challenge the arbitrator’s decision or these Terms, or OBM initiates equitable proceedings, all actions, claims, or disputes arising under or relating to these Terms shall be brought exclusively in the federal or state courts of New York. You irrevocably submit and consent to the exercise of subject matter jurisdiction and personal jurisdiction over you by the federal and/or state courts in New York. You hereby irrevocably waive any and all objections which you may now or hereafter have to the exercise of personal and subject matter jurisdiction by the federal or state courts in New York and to the venue of any such suit, action, or proceeding brought in any federal or state court in New York. You agree to waive trial by jury in any action, proceeding or counterclaim brought by against the OBM Parties on any matter whatsoever arising out of, relating to, or in any way connected with these Terms.
The non-prevailing party in such proceedings shall pay the prevailing party’s costs and expenses, including but not limited to reasonable attorneys’ fees. NO CLAIM OR ARBITRATION PROCEEDING UNDER THESE TERMS SHALL BE JOINED TO ANY OTHER CLAIM OR ARBITRATION PROCEEDING, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. Notwithstanding the foregoing, either you or OBM may apply to any court of competent jurisdiction for injunctive relief or enforcement of this arbitration provision, without breach of this arbitration provision. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM THAT YOU MAY HAVE AGAINST ANY OF THE OBM PARTIES WHICH ARISES OUT OF OR IS RELATED TO YOUR USE OF THE SITES OR THESE TERMS MUST BE FILED BY YOU PURSUANT TO THIS SECTION WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR IS CLAIMED TO HAVE ARISEN.
Miscellaneous
You may not assign or transfer your rights or obligations under these Terms without the prior written consent of OBM, and any assignment or transfer in violation of this provision shall be null and void. These Terms may be assigned by OBM, in its sole discretion, to a third party, and such an assignment will inure to the benefit of OBM’s successors, assigns and/or licensees.
Unless otherwise indicated on the Sites, these Terms and the Privacy Policy constitute the entire agreement between you and OBM regarding your use of the Sites and supersede all prior agreements and arrangements between us in relation to your use of the Sites. If any provision or part of these Terms is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of all of the other provisions and parts of these Terms will not be impaired and shall continue in full force and effect, and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of OBM and you. No failure or delay by OBM in exercising or enforcing any right, power or remedy which arises under these Terms shall operate as a waiver of that or any other right, power or remedy. No waiver by OBM shall be effective unless in writing and signed by an authorized representative of OBM. Any written notice required under these Terms may be provided by means of electronic mail to you at the last known email address or residential address you have provided and to OBM at webmaster@sushisamba.com.
Please direct any questions about the Sites or these Terms to OBM at webmaster@sushisamba.com.