Terms of Use

Last Updated and Effective as of: January 1, 2020

Welcome to https://www.giantspoon.com/ (the “Website”).  This Website is maintained and operated by Giant Spoon LLC (“Company”, “we”, “our” or “us”). YOUR ACCESS AND USE OF THE WEBSITE IS SUBJECT TO THE FOLLOWING TERMS OF USE (THE "TERMS OF USE") AND ALL APPLICABLE LAWS.  BY ACCESSING OR USING ANY PART OF THE WEBSITE, YOU ACCEPT, WITHOUT LIMITATION OR QUALIFICATION, THESE TERMS OF USE.  IF YOU DO NOT AGREE WITH ALL OF THE TERMS SET FORTH BELOW, YOU MAY NOT USE ANY PORTION OF THE WEBSITE.

THESE TERMS OF USE CONTAIN AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. PLEASE READ THEM CAREFULLY, SINCE THEY AFFECT YOUR LEGAL RIGHTS.

Accessibility: If you are having any trouble accessing these Terms of Use or the Website, please contact us at (888) SPOON-50.

Authorized Use of Website:  This Website is provided for your personal and non-commercial use and for informational purposes only. Any other use of the Website requires the prior written consent of Company. By using the Website, you further represent and warrant that you (i) are located inside the U.S., or (ii) are located outside the EEA and agree to be bound by U.S. laws. This Website is intended for users situated in the United States and Canada only.

Unauthorized Use of Website:  You may not use spiders, robots, data mining techniques or other automated devices or programs to catalog, download or otherwise reproduce, store or distribute content available on the Website. Further, you may not use any such automated means to manipulate the Website, such as automating what are otherwise manual or one-off procedures. You may not take any action to interfere with, or disrupt, the Website or any other user's use of the Website, including, without limitation, via means of overloading, “flooding”, “mailbombing” or “crashing” the Website, circumventing security or user authentication measures or attempting to exceed the limited authorization and access granted to you under these Terms of Use. You may not frame portions of the Website within another Website. You may not resell use of, or access to, the Website to any third party without our prior written consent.

Proprietary Rights: Company is the owner of or otherwise licensed to use all parts of the Website, including all copy, software, graphics, designs and all copyrights, trademarks, service marks, trade names, logos, and other intellectual property or proprietary rights contained therein. Some materials on the Website belong to third parties who have authorized Company to display the materials, such as certain third party licensors.  By using the Service, you agree not to copy, distribute, modify or make derivative works of any materials without the prior written consent of the owner of such materials.  Except as expressly set forth in these Terms of Use, no license is granted to you and no rights are conveyed by virtue of accessing or using the Website.  All rights not granted under these Terms of Use are reserved by Company.

No Ideas Accepted: We do not accept any unsolicited ideas to this Website from outside the company including without limitation suggestions about advertising or promotions, or merchandising of any products, additions to our services, or changes in methods of doing business.  We may already be working on or may in the future work on a similar idea. This policy eliminates concerns about ownership of such ideas. If, notwithstanding this policy, you submit an unsolicited idea to this Website, you understand and acknowledge that such idea is not submitted in confidence and we assume no obligation, expressed or implied, by considering it. You further understand that we shall exclusively own all known or hereafter existing rights to the idea everywhere in the world, and that such idea is hereby irrevocably assigned to us.  Without limiting the foregoing, to the extent any such assignment is deemed unenforceable, and or to the extent necessary for Company to utilize your submission, you hereby grant Company an irrevocable, perpetual, world-wide license to use the idea and any associated intellectual property in any manner, in any medium now known or hereafter developed, without compensation to you. 

Comments or Materials Posted by You. Certain pages on the Website may allow you (and other third parties) to post text comments (“Content”). You may only post Content that you created or which the owner of the Content has given you permission to post.  If Content depicts any person other than yourself, you must have permission from that person or, if that person is a minor, permission from that person’s parent or legal guardian, before you post the Content. You may be required to provide proof of such permission to Company.  You may not post or distribute Content that is illegal or that violates these Terms of Use.  By posting or distributing Content to the Website, you represent and warrant that (a) you own all the rights to the Content or are authorized to use and distribute the Content to the Website and (b) the Content does not and will not infringe any copyright, right of publicity, or any other third-party right nor violate any law or regulation.

Materials Posted by Others: Under no circumstances will Company be liable in any way for any content or materials posted by any third parties, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Company does not pre-screen content, but that Company and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Website. Without limiting the foregoing, Company and its designees will have the right to remove any Content that violates these Terms of Use or is deemed by Company, in its sole discretion, to be otherwise objectionable.

We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted on the Website or endorse any opinions expressed therein. You understand that by using the Website, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise in appropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive.

Third Party Links: This Website may contain links to other Websites not maintained by us. Other Websites may also reference or link to our Website. We encourage you to be aware when you leave our Website and to read the terms of use and privacy statements of each and every Website that you visit.  We are not responsible for the practices or the content of such other Websites.

No Warranties:  WHILE COMPANY USES REASONABLE EFFORTS TO INCLUDE UP-TO-DATE INFORMATION ON THE WEBSITE, EXCEPT FOR THE EXPRESS WARRANTIES STATED ON OUR WEBSITE, COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF INFORMATION ON THE WEBSITE. TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, INCLUDING ALL CONTENT MADE AVAILABLE ON OR ACCESSED THROUGH THE WEBSITE, IS PROVIDED "AS IS" AND COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR THE CONTENT ON THE WEBSITE. FURTHER, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMPANY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR THE USE OF THE WEBSITE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN.

IN NO EVENT WILL COMPANY BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST DATA, LOST OPPORTUNITIES, COSTS OF COVER, EXEMPLARY, PUNITIVE, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DIRECT DAMAGES EXCEEDING THE GREATER OF THE FEES YOU PAID TO COMPANY FOR PRODUCTS AND SERVICES IN THE TWELVE MONTHS PRECEEDING THE CLAIM OR ONE HUNDRED UNITED STATES DOLLARS.

Changes:  All information posted on the Website is subject to change at any time.  In addition, these Terms of Use may be changed at any time; provided, any material modifications will only be applied prospectively. We will make such changes by posting them on the Website. You should check the Website for such changes frequently.  Your continued access of the Website after such changes demonstrates your acceptance of those changes.

Indemnification:  You agree to indemnify, defend and hold harmless Company, its employees, directors, officers, agents, business partners, affiliates, contractors, distribution partners and representatives from and against any and all claims, demands, liabilities, costs or expenses, including attorney’s fees and costs, arising from, or related to (i) your use of the Website, (ii) any breach by you of any of these Terms of Use or (iii) any violation of applicable law. 

Severability:  If any part of these Terms of Use shall be held or declared to be invalid or unenforceable for any reason by any court of competent jurisdiction, such provision shall be ineffective but shall not affect any other part of these Terms of Use, and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

Waiver; Remedies:  The failure of Company to partially or fully exercise any rights or the waiver of Company of any breach of these Terms of Use by you shall not prevent a subsequent exercise of such right by Company or be deemed a waiver by Company of any subsequent breach by you of the same or any other term of these Terms of Use.  The rights and remedies of Company under these Terms of Use and any other applicable agreement between you and Company shall be cumulative, and the exercise of any such right or remedy shall not limit Company's right to exercise any other right or remedy.

Governing Law; Dispute Resolution; Arbitration:  The laws of the State of New York shall govern these Terms of Use. While we will make reasonable efforts to resolve any disagreements you may have with Company, if these efforts fail you agree that all claims, disputes or controversies against Company arising out of these Terms of Use, or the purchase of any products or services ("Claims") shall be exclusively submitted to binding arbitration (except for matters that may be taken to small claims court), no matter what legal theory they are based on or what remedy (damages, or injunctive or declaratory relief) they seek. This includes Claims based on contract, tort (including intentional tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other sources of law; Claims made as counterclaims, cross-claims, third- party claims, interpleaders or otherwise; and Claims made independently or with other claims. The party filing arbitration must submit Claims to the American Arbitration Association and follow its rules and procedures for initiating and pursuing arbitration. Any arbitration hearing that you attend will be held at a place chosen by the American Arbitration Association in the same city as the U.S. District Court closest to your then current residential address, or at some other place to which you and Company agree in writing, and the arbitrator shall apply New York law consistent with the Federal Arbitration Act. YOU SHALL NOT BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST OTHER USERS OR TO ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. You may obtain copies of the current rules, and forms and instructions for initiating arbitration by contacting the American Arbitration Association at using the contact information noted below.

American Arbitration Association

Website: www.adr.org

A single, neutral arbitrator will resolve Claims. The arbitrator will be either a lawyer with at least ten (10) years’ experience or a retired or former judge, selected in accordance with the rules of the American Arbitration Association. The arbitration will follow the procedures and rules of the American Arbitration Association which are in effect on the date the arbitration is filed unless those procedures and rules are inconsistent with these Terms of Use, in which case these Terms of Use will prevail. Those procedures and rules may limit the discovery available to you or us. The arbitrator will take reasonable steps to protect your customer account information and other confidential information if requested to do so by you or us. Each party to the arbitration will bear the expense of that party's attorneys, experts, and witnesses, and other expenses, regardless of which party prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines. The arbitrator's award is final and binding on the parties.

ANY CLAIM YOU HAVE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE DATE THE CLAIM ARISES. AS NOTED ABOVE, YOU AND COMPANY HEREBY VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT EITHER MAY HAVE TO A JURY TRIAL.

We will not choose to arbitrate any Claim you bring in small claims court. However, if such a Claim is determined by the court to be outside its jurisdiction, the parties agree that the dispute shall then be submitted to arbitration.

Privacy Policy:  Use of the Website is also governed by our Privacy Policy, which is incorporate herein by reference.

Questions:  Should you have any questions regarding these Terms of Use you may contact us at privacy@giantspoon.com.