1. Definitions & Agreement to be Bound:
References to “You,” “Your” and/or “User” mean a general user of our application and/or website, whether as a registered member, email list subscriber or general website user. References to “Us,” “We,” “Services” or “Critic” shall mean Critic.
1.2. Agreement to be Bound
2. General Provisions
2.1. Nature of business
The user agrees and acknowledges that our application is called “Critic”, while our website is www.usecritic.com, with a business address at 2 Union Plaza, Suite 200, New London, Connecticut 06320 (United States).
The Critic application allows users to create food reviews for posting on social media, including, but not limited to, taking photos, editing photos, and adding metadata such as textual descriptions, tagging restaurant locations, and star ratings.
2.3. Prohibited Uses of Application and/or Website
In addition to the other restrictions on use set forth herein, You agree and acknowledge that You shall not use the application and/or website: (a) for any unlawful purpose; (b) to solicit users to perform or participate in any unlawful acts or to engage in acts that are unrelated to the purpose(s) of the application and/or website; (c) to violate any international, governmental, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the application and/or website; (h) to collect or track the Personal Data of others; (i) to interfere with or circumvent the security features of the application and/or website. We reserve the right to terminate Your use of the application and/or website for violating any of the prohibited uses or for any other reason in our sole and exclusive decision.
3. Intellectual Property
Except as provided, You may not copy, reproduce, publish, transmit, transfer, sell, rent, modify, create derivative works from, distribute, repost, perform or display the materials, nor may You infringe upon any of the copyrights or other intellectual property rights contained in the application and/or website. You may not remove or alter, nor cause to be removed or altered, any copyright, trademark, or other proprietary notices or visual marks and logos from the application and/or website.
By using the Critic application, the user agrees that We are free to use the written and visual reviews/content/posts that You create for our own purposes, including (but not limited to): advertising, marketing and for display on our website. Additionally, the user agrees that We may track, disclose and share the user’s personal data (name, email) and usage information to the following:
- Service Providers (which include IT and cloud hosting companies, payment providers, transactions reporting providers, customer relationship management, email marketing providers, analytics providers, and providers of administrative services)
- Restaurant Clients
- Restaurant Delivery Partners (Delivery partners who have a direct relationship with Restaurant Clients)
- Social Networks
- End-Users (other users of the application)
- Acquirers in the context of a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of our assets.
5. How We Use Your Personal Data (name, email address)
We may use or disclose the Personal Data We collect for one or more of the following commercial or business purposes (each, a “Business Purpose”):
- To meet or fulfill the reason You provided the information to Us, such as performing services on Your behalf, including maintaining or servicing accounts, providing customer service, verifying customer information, providing advertising or marketing services, providing analytic services, or providing similar services on behalf of the business or our service providers.
- To communicate with You about the Services, including Service announcements, updates or offers.
- To provide support and assistance for the Services.
- To create and manage Your account or other user profiles.
- To personalize website content and communications based on Your preferences, including targeted offers and ads served through the Services.
- To respond to user inquiries and fulfill user requests.
- To improve and develop the Services, including testing, research, analysis and product development.
- To detect security incidents, and to protect against or deter fraudulent, illegal or harmful actions and maintain the safety, security and integrity of our Services, and to prosecute those responsible for such activity.
- To conduct auditing related to a current interaction and concurrent transactions, including, but not limited to, counting ad impressions to unique visitors, verifying positioning and quality of ad impressions, and auditing compliance with this specification and other standards.
- To debug, identify and repair errors that impair existing intended functionality.
- To undertake internal research for technological development and demonstration.
- To verify or maintain the quality or safety of a service or device that We own, manufacture (or that was manufactured for us) or control.
- To comply with our legal or contractual obligations, resolve disputes, and enforce our Terms of Service.
- To respond to law enforcement requests and as required by applicable law, court order, or governmental regulations.
- To evaluate or consummate a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which Personal Data is among the assets transferred.
- For any other business purpose as disclosed to You when collecting Your personal data or as otherwise set forth in applicable data privacy laws.
- We will not collect additional categories of personal data or use the personal data We collected for materially different, unrelated, or incompatible purposes without providing You notice.
6. User Account
You will be required to register for an account to use parts of our application and/or website. You must provide accurate, current, and complete information during the registration process and at all other times when You use the Services, and to update the information to keep it accurate, current, and complete. You are the sole authorized user of any account You create through the Services. You are solely and fully responsible for all activities that occur under Your password or account. You agree that You shall monitor Your account to prevent use by minors (those under the age of 16 years), and You will accept full responsibility for any unauthorized use of Your password or Your account. You may not authorize others to use Your User status, and You may not assign or otherwise transfer Your User account to any other person or entity. Should You suspect that any unauthorized party may be using Your password or account, You will notify Us immediately. We will not be liable and You may be liable for losses, damages, liability, expenses, and fees incurred by Us or a third-party arising from someone else using Your account, regardless of whether You have notified us of such unauthorized use. If You provide any information that is untrue, inaccurate, not current, or incomplete, or We have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, We have the right to suspend or terminate Your account and refuse any and all current or future use of the Services (or any portion thereof). We may enable or require You to use a single pair of login credentials to use the application and/or website. You agree not to create an account or use the Services if You have been previously removed by Critic, or if You have been previously banned from use of the Services.
6.1 You Agree To The Following Account Terms
- You are at least 18 years of age.
- You are to provide accurate information when using our Services including, but not limited to, information required to register with Critic.
- You must accurately represent Yourself when using our Services; other people, automated computer programs (“bots”), deceased individuals, or anything of the sort may not use our Services on Your behalf.
- You are not to access and use data not intended for You, such as logging into an account You are not authorized to access.
- You are to legitimately use the service for Your own use and enjoyment.
- You are responsible for maintaining the security of Your account and password. Critic will not be liable for any loss or damage from Your failure to comply with this security obligation.
- You may not use the Services for any illegal, fraudulent, false, speculative, or unauthorized purposes not permitted by this Agreement. You must not violate any Federal or State laws when using the Services.
- You must not act maliciously or illegally against any participating businesses using Critic’s Services.
- You are responsible for all content posted and activity that occurs under Your account.
- Profanity, obscenities, or the use of **asterisks** or other “masking” characters to disguise such words, is not permitted.
- You may not use or upload obscene, lewd, slanderous, pornographic, abusive, violent, insulting, indecent, threatening and harassing language, videos, images or photos of any kind, as determined by us in our sole discretion.
- You will not share account Personal Data with other users.
- You will not transmit or upload any copyrighted, or trademarked materials in messages, photos, images or postings.
- Information disclosed in chat rooms, message boards, and posting any content including text, images, photos and videos is revealed to the public, and We are not responsible for information You choose to disclose to others.
- You may not attempt to impersonate or deceive another user for the purposes of illicitly obtaining passwords, account information etc. (aka “scamming”).
- You may not make any commercial use of any of the information provided in any Critic service nor make any use of Critic services for the benefit of a business.
6.2 Your Content
You acknowledge that Critic is a passive conduit for user content and that We do not pre-screen user content or communications. We do not control, verify or pay for any user content or communications. We do not endorse, and specifically disclaim any responsibility or liability for, any publicly-posted content. In addition, We may terminate Your access to Critic at any time without notice, for any reason whatsoever, and/or delete, move or edit content submitted publicly, in whole or in part. You may only upload, send, and receive messages, videos, images, photos and any other material that complies with applicable laws, and conforms to any additional terms of service We post in Critic. You may not upload to, distribute, or otherwise publish any content, information, or other material that (a) violates or infringes the copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person; (b) is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under U.S. or international law; or (c) includes any bugs, viruses, worms, trap doors, Trojan horses or other harmful code or properties. Submissions or opinions expressed by users are that of the individual expressing such submission or opinion and may not reflect our opinions. Subject to the foregoing, We may edit, refuse to post, or to remove any information or materials that You submit to us, in our sole discretion. You may not use a false phone number, pretend to be someone other than Yourself or otherwise mislead us or third-parties as to the origin of Your submissions or content. We may, but shall not be obligated to, remove or edit any of Your submissions or content for any reason.
7. Disclaimer of Warranties and Representations
CRITIC’S SERVICES AND MATERIALS ARE PROVIDED “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS,” AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CRITIC AND ITS LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CRITIC DOES NOT WARRANT THAT ACCESS TO THE CRITIC WEBSITE, FUNCTIONALITY OF CRITIC BEACONS, OR CRITIC APPLICATIONS, PROGRAMS AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS, IF ANY, WILL BE CORRECTED; NOR DOES CRITIC MAKE ANY REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, COMPLETENESS, USEFULNESS, PERFORMANCE, SECURITY, LEGALITY OR SUITABILITY OF THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF CRITIC SERVICES AND RELIANCE UPON CRITIC SERVICE, AND/OR CRITIC MATERIALS IS AT YOUR SOLE RISK.
8. Limitations of Liability
To the maximum extent permitted by applicable law, Critic is not liable to you for damages of any kind, including, without limitation, any punitive, exemplary, consequential, incidental, indirect, or special damages arising from or in connection with use of Critic Services and Programs, whether under a theory of breach of contract, negligence, strict liability, malpractice, or otherwise, even if Critic has been advised of the possibility of such damages
You agree to indemnify, hold harmless, and defend Critic and its suppliers, officers, directors, employees, agents, affiliates, and subsidiaries, from and against any and all liability, loss, claim, damages, expense, or costs (including, but not limited, to attorneys’ fees), incurred in connection with your use of Critic Services.
Any notice, request, demand, or other communication required or permitted hereunder shall be delivered in writing and shall be sent by courier service or mailed by registered or certified mail, transmitted by facsimile, or emailed, addressed to the other party. Notices to you shall be sent by such method to their listed physical address, facsimile number, or email address provided during the registration of Critic Services.
11. Force Majeure
Critic will not be held liable for any loss or damage suffered to Critic Services as a direct result of cause beyond its control including an Act of God, pandemic, accident, war, riot, lockout, strike, flood, fire, power failure, breakdown of plant or machinery, delay in transit, postal delay, terrorism, or any other unexpected or exceptional cause or circumstance.
12. Governing Law
This Agreement shall be subject to and construed in accordance with the laws of the State of Connecticut, and the parties hereby submit to the exclusive jurisdiction of the state of Connecticut courts.