The CarryOut Directory web site (the "Site") is operated by CarryOut Directory, a Maryland Entity. By accessing and using the Site, You accept and agree to these Terms and Conditions. CarryOut Directory reserves the right to modify or revise these Terms of Use and Operation or other applicable policies at any time in its sole discretion. Modifications to these Terms of Use and Operation shall become automatically effective upon posting to the Site. Continued use of the Site after posting of modifications shall constitute your acceptance of the modified Terms of Use and Operation. In the event that you do not agree to the Terms of Use and Operation at any time, you should NOT continue to access or use the Site.

License and Site Access

CarryOut Directory grants you a non-exclusive right and license to access and use the Site for the purpose of conducting research to identify potential restaurants of personal interest. This license does not permit you to collect or re-use or repurpose any menu listings or restaurant information, descriptions or prices other than as expressly authorized herein; to make any derivative use of the Site or its contents; or conduct any data mining activity, whether automatically with robots or spiders or manually using data gathering and extraction techniques. The Site or its contents, in whole or in part, may not be reproduced, duplicated, copied, sold, utilized or otherwise exploited for any unauthorized commercial purpose without the express written consent of CarryOut Directory.

Unauthorized use under these Terms and Conditions and Operation shall cause the immediate and automatic termination of any license you may have previously had, and may subject you to civil and/or criminal prosecution. You may not use any CarryOut Directory subsidiary, affiliate, partner or other logo, graphic or trademark contained on the Site without the advance written consent of CarryOut Directory or appropriate third party.

CarryOut Directory makes no representation or warranty that you will have continuous, uninterrupted or secure access to the Site.

Content

CarryOut Directory makes no representation or warranty that the restaurant descriptions, identification, contact information, menu listings, price information, availability, hours of operation, delivery options and terms, or any other information provided on the Site, regardless of its source, is accurate, complete, reliable, current or error-free. Site content is provided for personal information and research purposes only, and does not constitute an endorsement by CarryOut Directory of the suitability of any restaurant, seller, service or product, whatever the respective source of information. CarryOut Directory disclaims all liability for any inaccuracy, error or incompleteness in the Site content, whether arising from the original content or CarryOut Directory incorporation of such data into the Site.

CarryOut Directory and its affiliates may have relationships with some of the merchants or third parties which are part of the Site content. CarryOut Directory reserves the right to determine placement of Site content and may provide preferential placement to merchants or third parties with which it has a business relationship. CarryOut Directory may also receive transaction, promotional or other fees from merchants or third parties in connection with the activity conducted on the Site or relating to services provided by CarryOut Directory or its affiliates.

CarryOut Directory may provide links from the Site to services provided by CarryOut Directory or its affiliates, or to third-party businesses. These links are provided as a convenience to you, and do not constitute an endorsement by CarryOut Directory of the content of such third-party sites nor of the business practices of such third-party businesses. CarryOut Directory does not examine or evaluate, or warrant or accept responsibility for, the products, services, offerings or business practices of any third party business. CarryOut Directory has no control over the quality, safety or legality of any product or service sold by third parties identified on the Site.

IN THE EVENT OF A DISPUTE BETWEEN YOU AND AN ENTITY ON THE SITE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE CARRYOUT DIRECTORY, ITS SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LEGAL REPRESENTATIVES FROM AND AGAINST CLAIMS AND DAMAGES OF ANY KIND, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH A DISPUTE.

If you are a California resident, by using the Site, you explicitly waive the rights granted to you under California Civil Code 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

IP Ownership and Copyright Infringement

CarryOut Directory disclaims responsibility for the content of third parties contained on the Site ("Third Party Content"). CarryOut Directory will respond to notices that Third Party Content on the Site allegedly infringes the rights of a content owner sent pursuant to, and in accordance with, the Digital Millennium Copyright Act ("DMCA"). Upon receiving such notice, CarryOut Directory may remove or disable access to the Third Party Content claimed to be the subject of infringement or other improper activity. Only those notices hereunder which are properly sent to CarryOut Directory and which comply with the requirements of the DMCA will be acted upon.

Infringement Notification

Written notification must be submitted to the following Designated Agent:

By Mail:

CarryOut Directory

1200-C Agora Drive # 159

Bel Air, MD 21014

To be effective, an infringement notification must include the following:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

2. Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single web site are covered by a single notification, a representative list of such works at that web site;

3. Identification of the material (i.e., the Third Party Content) that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit CarryOut Directory to locate the material;

4. Information reasonably sufficient to permit CarryOut Directory to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;

5. A statement, as follows: "I have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law"; and

6. A statement, as follows: "The information in this notification is accurate, and under penalty of perjury, I swear that I am the copyright owner or that I am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."

Upon receipt of the written notification containing the information as outlined in the above steps:

1. CarryOut Directory shall remove or disable access to the Third Party Content that is alleged to be infringing;

2. CarryOut Directory shall forward the written notification to the alleged infringer ("Submitter of Content");

3. CarryOut Directory shall take reasonable steps to promptly notify the Submitter of Content that it has removed or disabled access to the Third Party Content.

Counter Notification

To be effective, a Counter Notification must be a written communication provided to CarryOut Directory's designated Agent that includes substantially the following:

1. Physical or electronic signature of the Submitter of Content;

2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

3. A statement, as follows: "I swear under penalty of perjury that it is my good faith belief that the material identified above was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled";

4. The Submitter of Content’s name, address, and telephone number, and a statement that the Submitter of Content consents to the jurisdiction of Federal District Court for the judicial district in which the Submitter of Content’s address is located, or if the Submitter of Content’s address is outside of the United States, for any judicial district in which CarryOut Directory may be found, and that the Submitter of Content will accept service of process from the person who provided notification or an agent of such person.

Upon receipt of a Counter Notification containing the information as outlined in 1 through 4 above, the DMCA provides that the removed material will be restored or access re-enabled and CarryOut Directory will comply with this requirement within a reasonable time (or as otherwise required by law), provided CarryOut Directory’s Designated Agent has not received notice from the original complaining party that an action has been filed seeking a court order to restrain Submitter of Content from engaging in infringing activity relating to the material on CarryOut Directory’s network or system.

Content Submission

By contributing or submitting any content to the Site, You warrant that you are the owner of the intellectual property rights thereto or have the appropriate license or sublicense rights from the owner, and you grant CarryOut Directory a worldwide, perpetual, irrevocable, royalty-free, transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such materials and/or incorporate such materials into any form, medium or technology, and you also grant to CarryOut Directory the right to sublicense any and all of the foregoing rights to third parties, in all cases without compensation to you. In contributing or submitting any content to the Site, You agree not to provide any misleading information as to the origin of any content that you submit. You agree to indemnify CarryOut Directory (and third parties) for liabilities arising from the content You submit as set forth below.

Disclaimer of Warranties and Limitation of Liability

THE SITE IS PROVIDED BY CarryOut Directory ON AN "AS IS" AND ON AN "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CarryOut Directory MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, GRAPHICS, LINKS, MATERIALS, PRODUCTS, OR SERVICES INCLUDED ON THE SITE, OR THEIR ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS. IN ADDITION, THIRD PARTIES PROVIDE SOME OF THE MATERIAL ON THE SITE; TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CarryOut Directory SHALL NOT BE RESPONSIBLE FOR ANY SUCH THIRD PARTY MATERIAL. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE OR ANY TRANSACTION RESULTING THEREOF IS SOLELY AT YOUR OWN RISK. CarryOut Directory DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE OR THE SERVICES. OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF CarryOut Directory’s CONTROL.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CarryOut Directory DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY OR THIRD PARTY RIGHTS REGARDING THE SITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CarryOut Directory MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES REVIEWED ON THE SITE OR BOUGHT AND/OR SOLD USING THE SITE, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED BY THEM, OR THAT THE SITE, ITS SERVERS, OR E-MAIL SENT FROM CarryOut Directory ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CarryOut Directory WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RELATED TO LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES.

CERTAIN STATE LAWS IN THE UNITED STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. IF YOU ARE DISSATISFIED WITH ANY OF THE CONTENTS OF THE SITE, OR DO NOT AGREE WITH THESE TERMS AND CONDITIONS OR ANY OTHER POLICIES OF THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE YOUR USE OF THE SITE.

Indemnity

To the maximum extent permitted by applicable law, You agree to defend, indemnify and hold CarryOut Directory, its subsidiaries, affiliates and their respective officers, directors, employees and agents free and harmless from and against any claims, actions and demands, including, without limitation, any legal and accounting fees resulting from Your use of the Site and/or your breach of the Terms of Use and Operation resulting from any and all content you submit to the Site. CarryOut Directory shall provide notice to you of any such claim, suit or proceeding.

Governing Law and Exclusive Jurisdiction

These Terms of Use and Operation are governed by and construed in accordance with the laws of the State of Maryland, without regard to principles of conflicts or choice of law. In addition, the application of the United Nations Convention on Contracts for the International Sale of Goods, including any amendments thereto, is expressly excluded hereby. You hereby agree with and consent that exclusive jurisdiction and appropriate venue for all disputes arising out of or related to these Terms of Use and Operation or Your use of the Site shall be in the state and federal courts located in Harford County, Maryland.

General

If any provision of these Terms of Use and Operation is held to be invalid, void or unenforceable for any reason, such provision shall be struck and the remaining provisions shall remain enforceable to the fullest extent of the law. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The failure of CarryOut Directory to act with respect to a breach by you or others does not waive CarryOut Directory’s right to act with respect to subsequent or similar breaches. You agree that these Terms of Use and Operation and all agreements and notices incorporated herein may be automatically assigned by CarryOut Directory, in its sole discretion, to a third party. You may not assign your obligations to any other entity.

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