TERMS OF SERVICE

ABOUT THE SITE AND ON-LINE SERVICES

 

We hope you enjoy your visit to our website (the “Site”). By installing, accessing or using this Site, any mobile apps, email newsletters and subscriptions, and other digital properties, including all content (collectively with the Site, and including all or any part of the foregoing, the “On-line Services”), you are entering into a binding agreement with Skyline Chili, LLC, Skyline CEM Holdings, LLC and their respective affiliates (collectively “Skyline”, “we”, “us”, or “our”) to be bound by these Terms of Service. Skyline controls and operates the On-line Services from its headquarters in Fairfield, Ohio. If you do not agree to all of these Terms of Service, do not use the On-line Services.

 

The On-line Services are not intended or designed to attract children under the age of 13. We do not collect personally identifiable information from any person we actually know is a child under the age of 13.

 

You are responsible for any devices, software and services needed to use the On-line Services. Skyline does not guarantee that the On-line Services will fully function on any particular device or with any particular software. You are also responsible for any messaging and data charges, fees and taxes for your use of the On-line Services, including when we communicate with you by text, email or other means that you choose. If Skyline offers text messaging as part of any On-line Services and you opt to receive text messages, Skyline will not charge for text messages; however, your mobile carrier’s message and data rates may apply.  You should contact your mobile carrier with any questions regarding your text messaging plan.

 

Skyline reserves the right to change these Terms of Service at any time in its sole discretion. Each time you access or use of any the On-line Services, such access or use shall be subject to the Terms of Service posted on this Site at the time of such access or use.  Any changes to these Terms of Service will be posted on this Site.  You agree that no other notification of changes to these Terms of Service is required and that all changes will apply to your access or use of the On-line Services on and after such changes are posted.  If you do not agree to the changed terms, then you must immediately stop using the On-line Services and request that Skyline close any account you may have created on the On-line Services. Skyline reserves the right, in its sole discretion, to restrict, suspend or terminate your access to all or any part of this Site, at any time, for any reason without prior notice or liability. Skyline may change, suspend or discontinue all or any aspect of this Site at any time, including the availability of any feature, database or product line, without prior notice or liability.

 

PRIVACY POLICY

 

By accepting these Terms of Service, you understand and consent to Skyline’s Privacy Policy, which is incorporated into, and part of, these Terms of Service. Our Privacy Policy describes how we collect, use and share information.

 

SKYLINE CHILI RESTAURANTS

 

Some Skyline Chili restaurants are operated by Skyline or its affiliates, but most Skyline Chili restaurants are instead owned and operated by independent franchisees of Skyline.  While Skyline operates and controls the On-line Services, it is not responsible for any websites or on-line services that may be operated by its independent franchisees.  Likewise, Skyline is not responsible for the operation of Skyline Chili restaurants owned and operated by independent franchisees. Each restaurant owned by a franchisee of Skyline is an independent business and is solely responsible for its legal and regulatory compliance, for any issues relating to service and supply of products to you and for any employment related matters in the restaurant.

 

USER COMMENTS, SUBMISSIONS AND UNSOLICITED IDEAS

 

We encourage you to share your comments and questions with us and other users. We read the e-mails you send to us, but we may not be able to respond to all of them. By sending us a message in the e-mail area you agree that we may post your comments (along with your name and city of residence) for public viewing both here and in other promotional and advertising materials of Skyline and our affiliates in any manner or media whatsoever, worldwide, without notice or compensation to you. You further fully release and waive any and all claims for the use, alteration, distortion or illusionary effect or use in any composite form of your comment, story or name and agree that you shall have no right of approval or right to compensation in connection with such uses. All messages that do get posted here represent the opinions of the person posting such messages and may not represent the ideas or opinions of Skyline. You may copy them as much as you’d like for personal use, but redistribution in any way requires the permission of Skyline. In consideration of this authorization, you agree that any copy of this information that you make shall retain all copyright and other proprietary notices contained herein. Also, please remember that you are responsible for whatever material you submit, and that you, and not Skyline, have full responsibility for your messages, including their content, reliability, originality and copyright.

 

We do not accept new ideas for our business (like product or advertising ideas) via unsolicited e-mail and will not incur any liability as a result of any similarities with any recipes, ideas or information you submit to us that may appear in future Skyline products, programs, advertising or promotions.  However, if you choose to submit a recipe, idea or other information to us, whether solicited or unsolicited, then by making such submission you agree that the following terms shall apply, regardless of any contrary statements accompanying your submission:

 

• We will have no obligation with respect to your submission, including, but not limited to, reviewing, evaluating, using, acknowledging or returning any materials related to your submission;
• We will have no obligation to keep your submission confidential;
• You warrant that, (i) you own all right, title and interest in your submission, (ii) you have the right to make such submission, (iii) that no part of such submission is covered by any registered or issued copyright, patent, trademark or other intellectual property registration right, and (iv) that no part of such submission infringes or misappropriates the intellectual property rights of any third party;
• You assign to us all right, title and interest in and to your submission and all intellectual property rights embodied therein, and agree that Skyline may disclose, distribute, copy, modify, commercially exploit and use all or any part of your submission for any purpose and in any way without any compensation or other obligations to you or any third party;
• We will have no obligation to provide any attribution to you with respect to your submission; and
• You hereby release and covenant not to sue Skyline and its affiliates and their respective owners, managers, directors, officers, employees and agents from any liability for the review, evaluation, disclosure or use of your submission for any purpose and in any way.

THIRD PARTY WEBSITES

 

To the extent any of the On-line Services contains links to outside websites, services or resources, these are provided solely for your convenience. Skyline neither controls these websites nor makes any representations or warranties regarding the content or availability of these websites, services or resources. Any concerns regarding these websites, services or resources, or any link associated thereto, should be directed to the particular outside website, service or resource. Neither Skyline nor its affiliates shall be liable for any damages of any kind arising out of the access or use of any website, service or resource linked to any of the On-line Services.

 

Your use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use for those websites, and not by Skyline’s Terms of Service or Privacy Policy. Links to external websites or inclusions of advertisements do not constitute an endorsement by Skyline of such websites or the content, products, advertising or other materials presented on such websites, but are solely for your convenience. You access such third party websites at your own risk.

 

LIMITATIONS OF LIABILITY AND DISCLAIMERS

 

YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE ON-LINE SERVICES IS AT YOUR SOLE RISK. THE MATERIAL AND INFORMATION YOU FIND ON THE ON-LINE SERVICES IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY WITH RESPECT TO INFORMATION, SERVICES, OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE ON-LINE SERVICES AND SKYLINE HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, EXPECTATION OF PRIVACY OR NON-INFRINGEMENT. SKYLINE DOES NOT WARRANT OR MAKE ANY REPRESENTATION THAT THE ON-LINE SERVICES WILL BE ACCURATE, RELIABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE ON-LINE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR SOLE REMEDY AGAINST SKYLINE AND ITS AFFILIATES FOR DISSATISFACTION WITH ON-LINE SERVICES IS TO STOP USING THEM. THESE WARRANTY EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT THAT APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES.

 

YOU FURTHER ACKNOWLEDGE AND AGREE THAT NEITHER SKYLINE NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR ANY DIRECT OR INDIRECT LOST PROFITS, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES, INCLUDING LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO OR ARISING OUT OF YOUR ACCESS OR USE OF THE ON-LINE SERVICES.  NOTHING IN THIS SECTION IS INTENDED TO LIMIT OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE LIMITED OR ALTERED UNDER APPLICABLE LAW.

 

This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of or use of record, whether for breach of contract, tortious behavior, negligence or under any other cause of action.

 

You specifically acknowledge that Skyline and its affiliates are not liable for the defamatory, offensive or illegal conduct of third parties. You agree to indemnify, defend and hold Skyline and its affiliates, and their respective officers, directors, owners, agents, information providers and licensors (collectively “Skyline Parties”) harmless from and against any and all claims, liability, losses, costs and expenses (including attorneys’ fee) incurred by any Skyline Parties in connection with your use of this Site, whether this use is authorized by you or not.

 

All promotions offered in the Skyline Site apply only to the United States unless otherwise noted and are void where prohibited by applicable law.

 

DISPUTE RESOLUTION

You and Skyline will in good faith attempt to amicably resolve any controversy or claim arising out of or relating to your access or use of the On-line Services (a “Claim”).  If any such Claim cannot be resolved by good faith negotiation within thirty (30) days following its occurrence, then it shall be resolved solely and exclusively by binding arbitration governed by the Federal Arbitration Act and administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules using the Expedited Procedures (the “Rules”), subject to the further terms and conditions set forth herein.  The place of arbitration shall be the AAA offices located in Cincinnati, Ohio. The arbitration shall be governed by the laws of the State of Ohio without regard to conflicts of law principles that would result in the application of the laws of any state other than the State of Ohio.  Claims shall be heard by a single arbitrator selected by the parties. If the parties cannot agree on an arbitrator within fifteen (15) business days after filing of a demand for arbitration with the American Arbitration Association, a single arbitrator will be chosen pursuant to the Rules.  The arbitrator, you and Skyline agree that arbitration shall be conducted in accordance with the following rules and procedures which shall supersede the Rules in the event of any conflict: (1) no discovery other than an exchange of documents will be permitted in connection with the arbitration unless it is expressly authorized by the arbitrator upon a showing of substantial need by the party seeking discovery; (2) no claims shall be arbitrated on a class or representative basis and you hereby waive the right to assert claims in any class or representative action; (3) you and Skyline  agree that the arbitrator may not consolidate or join the claims of any other person or party to an arbitration between you and Skyline under this provision; (4) you and Skyline empower the arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of these terms or formation of this contract, including the arbitrability of any dispute and any claim that all or any part of these terms are void or voidable; (5) the arbitrator will have no authority to award punitive or other damages not measured by the prevailing party’s actual damages, except as may be required by statute; (6) the arbitrator will have no authority to award special, indirect, consequential, exemplary or incidental damages in any arbitration initiated under these Terms of Service; (7) the arbitrator will have the authority to allocate the costs of the arbitration process between you and Skyline, but will only have the authority to allocate attorneys’ fees if a particular law permits them to do so; and (8) the existence and terms of any arbitration initiated under these Terms of Service shall be confidential and except as may be required by law, neither you nor Skyline nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder.  The arbitrator shall agree to these limits prior to accepting appointment.  Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  Notwithstanding the preceding, nothing shall prevent Skyline from instituting or pursuing litigation for equitable relief to preserve the status quo, protect any trademarks, service marks, copyrights or other intellectual property, or to avoid irreparable harm.

With respect to any Claim not subject to arbitration, you agree to bring such Claim exclusively in either the state or local courts of Hamilton County, Ohio or the United States District Court for the Southern District of Ohio, Western Division at Cincinnati, Ohio, and you hereby irrevocably (i) submit to the exercise of personal jurisdiction over you by those courts, and (ii) waive any jurisdictional, venue, or inconvenient forum objections to such courts.

Notice of arbitration or the filing of any permitted legal action must be made within a reasonable time after the claim has arisen, but in no event later than one (1) year after the occurrence of the facts giving rise to the claim and you and Skyline agree that any claim not brought within such period shall be deemed to have been waived and any arbitration or litigation thereof barred.

 

WITHOUT LIMITING THE OBLIGATION OF YOU AND SKYLINE TO RESOLVE ALL CLAIMS BY ARBITRATION, IF ANY CLAIM IS LITIGATED IN COURT, BOTH YOU AND SKYLINE AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY.

 

OWNERSHIP AND LICENSES FOR THE SITE AND ON-LINE SERVICES

Subject to these Terms of Service, you are granted a personal, non-exclusive, non-transferable and revocable license to use the Site solely for your own personal, non-commercial purposes and solely in accordance with these Terms of Service. For purposes of clarity, “use” includes access, interact with and display.  Mobile applications and On-line Services other than the Site may be subject to additional or different licenses, terms and conditions as may be set forth therein.  No licenses or rights are granted to you by implication or otherwise, except for the licenses and rights these Terms of Service expressly grant to you. Skyline reserves all other rights.

 

If you create an account on any of the On-line Services, you are responsible for keeping the account secure and for all activity under the account. You can only use one account on our On-line Services and must keep your account information accurate at all times.

 

All text, graphics, editorial content, data, formatting, graphs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively, “Proprietary Material”) that you see or read on the On-line Services is owned by Skyline or is used with permission. This Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Skyline owns or has permission to use all Proprietary Material as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. With the exception of uses allowed by these Terms of Service you may not copy, download, use or re-transmit anything from the On-line Services without Skyline’s prior express written permission. In addition, the On-line Services contain material protected by the domestic and international laws of copyright, patents or other proprietary rights and laws. Any use of such Proprietary Material, other than as permitted herein, is expressly prohibited without the prior permission of Skyline and/or the relevant right holder.

 

Trademarks, service marks and all graphical elements, including the look and feel appearing on the On-line Services, are distinctive and protected trademarks, service marks or trade dress of Skyline or its licensors.  The On-line Services may also contain various third-party names, trademarks, and service marks that are the property of their respective owners. You acknowledge the rights of Skyline and the respective third parties in those marks. You may not copy or use any of these marks, logos or trade names without the prior written permission of the owner except as expressly allowed by these Terms of Service.

 

UNACCEPTABLE USES AND RESTRICTIONS

With respect to the On-line Services (which includes content), you may not, and may not allow third parties, to:

 

• Use the On-line Services for any purpose that is unlawful or prohibited by these Terms of Service; or
• Delete or change any copyright, trademark or other proprietary notices; or
• Attempt to obtain ownership or title to the On-line Services, including the content; or
• Use, copy, distribute, republish, display, disclose, upload, post or transmit the On-line Services in any commercial manner; or
• Rent, lease, sell, sub-license, loan, translate, merge, adapt, assign or transfer the On-line Services, or combine them with, or incorporate them into, any other programs or services; or
• Disassemble, decompile, reverse-engineer, copy in source or object code format or create derivative works based on the On-line Services; or
• Transfer, provide, export or re-export the On-line Services in violations of an embargo, trade sanction or other technology control or export laws and regulations; you also represent and warrant that you are not (i) located in a country subject to a U.S. Government embargo, or designated by the U.S. Government as a “terrorist supporting” country; or (ii) listed on any U.S. Government list of prohibited or restricted parties; or
• Use or launch any unauthorized technology or automated system to access the On-line Services or extract content from the On-line Services, including but not limited to spiders, robots, screen scrapers or offline readers; or
• Use the On-line Services while driving or while behind the wheel or controls of a vehicle that is not parked – in the interest of safety at all times, you should only use the On-line Services when it is lawful and safe to do so; or
• Attempt to disable, damage, overburden, impair or gain unauthorized access to the On-line Services, Skyline’s network or any other person’s accounts associated with the On-line Services.

 

DMCA/COPYRIGHT NOTICE

 

Skyline will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”). If you believe that your copyrighted work is infringed by content appearing on the Site or in the On-line Services, please provide a written DMCA notice to Skyline at: Skyline Chili, Inc., Attn: DMCA Copyright Administrator, (513) 874-1188 or by email to dmca@skylinechili.com.

 

Please include the following information in your notice to us, along with your full name, address, telephone number and email address:

 

• A detailed description of the copyrighted work that you believe has been infringed.
• A detailed description of the content on the On-line Services that you believe infringes the copyrighted work, including information reasonably sufficient to permit Skyline to locate the alleged infringing content (e.g., the page on the On-line Services where the alleged infringing content is located).
• The following statement, signed by the copyright owner or a person authorized to act on behalf of the copyright owner of an exclusive right that is allegedly infringed: “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. I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the copyright owner of an exclusive right that is allegedly infringed.”

 

GENERAL PROVISIONS

 

These Terms of Service, and all other aspects of use of the On-line Services, shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflicts of law principles that would result in the application of the laws of any state other than the State of Ohio.

 

These Terms of Service and the other policies, terms and conditions referred to herein constitute the entire agreement between you and Skyline with respect to the On-line Services, and supersede all prior or contemporaneous agreements or understandings, whether written or oral, between you and Skyline with respect to the On-line Services.

 

If Skyline fails to insist that you perform any of your obligations under these Terms of Service, or if Skyline does not enforce its rights against you, or delays in doing so, that will not mean that Skyline has waived its rights against you and will not mean that you do not have to comply with those obligations.

 

On termination of these Terms of Service or of your permission to use the On-line Services, all rights granted to you under these Terms of Service shall cease; however, these Terms of Service will continue to apply to your prior use of the On-line Services and anything relating to or arising from such use. Upon termination, all rights of Skyline and its affiliates, including all intellectual property rights, proprietary rights, and licenses in these Terms of Service shall survive, as well as all restrictions on use, all limitations on liability and disclaimers, and the requirements with respect to arbitration, waiver of jury trial, time limits to file an arbitration claim and waiver of the right to combine your dispute with others in a class action.

 

Skyline may transfer its rights and obligations under these Terms of Service to another organization or entity, but this will not affect your rights or our obligations under these Terms of Service. You may only transfer your rights or obligations under these Terms of Service to another person if Skyline agrees in writing.  These Terms of Service inure to the benefit of Skyline, its successors and assigns.

 

Except as otherwise provided, each of the provisions of these Terms of Service are severable and operate separately.  If any provision of these Terms of Service is found to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

 

CONTACTING SKYLINE

 

If you have any questions or comments regarding the On-line Services or these Terms of Use, please contact us with your question or comment at:

 

Skyline Chili, LLC

Attention: Customer Relations

4180 Thunderbird Lane

Fairfield, Ohio 45014

help@skylinechili.com

 

 

4849-8863-9368.3