Napoli Foods Terms of Service
Revised: June 11, 2018
These Terms of Service constitute a legally binding agreement (this “Agreement”) between you and Napoli Foods, Inc. (“Napoli,” “we,” “us”, or “our”) that govern your use of the Napoli website, application (whether accessed through the Napoli website or the Napoli mobile app), and technology platforms (referred to all together as “Napoli Platform”).
By using the Napoli Platform, you are saying that you understand this Agreement and accept all its terms, including our Privacy Policy. If you don’t agree, your option is not to use or access the Napoli Platform.
The Napoli Platform is offered for use solely by adults who are located in the U.S. and who use the Napoli Platform for lawful business purposes only.
1. The Napoli Platform
The Napoli Platform provides a convenient way for foodservice businesses such as pizzerias, delicatessens, food stores, restaurants, and food distributors and manufacturers (which we refer to here as “Users”, “you”, “your”, or “yourself”) to access Napoli’s fine Italian food products and services.
2. Changes to this Agreement
We may revise and update the terms of this Agreement from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Napoli Platform thereafter. Your continued use of the Napoli Platform following the posting of revised Terms of Service means that you accept and agree to the changes.
3. Limited License Grant
Subject to the terms of this Agreement, Napoli grants you a limited, non-exclusive, and nontransferable license to: (a) download, install, and use the Napoli Platform on a mobile device or personal computer owned or otherwise controlled by you (“Your Device”) strictly in accordance with our apps’ documentation; and (b) access, stream, download, and use on Your Device the content and services made available in or otherwise accessible through the Napoli Platform, strictly in accordance with this Agreement.
4. Reservation of Rights
You acknowledge and agree that the Napoli Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the Napoli Platform under this Agreement, or any other rights thereto other than to use the Napoli Platform in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Napoli and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Napoli Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
5. Eligibility, Access, and Security
We reserve the right to withdraw or amend the Napoli Platform, and any service or material that we provide through the Napoli Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Napoli Platform is unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the Napoli Platform to Users.
If you choose, or are provided with, a User name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You agree to notify us immediately of any unauthorized access to or use of your User name or password or any other breach of security.
6. Payment and Refund Policy
Within the context of your use of the Napoli Platform, Napoli will separately communicate to you the terms of payment (including cancelations and refunds) you agree that such terms are hereby incorporated into this Agreement as if fully stated herein. All prices that we publish or otherwise communicate to you are denominated in United States dollars unless we state differently.
To the extent you place an order through the Napoli Platform, you agree that your order is an offer to buy, under these terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.
7. Intellectual Property Rights
All contents, features, and functionality of the Napoli Platform (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Napoli, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
8. Trademarks
Napoli Foods, Inc. and all related names, logos, product and service names, designs, and slogans are trademarks of Napoli or its affiliates or licensors (referred to here as the “Napoli Marks”). Napoli may provide you with Napoli Marks for the sole purpose of identifying yourself as a purveyor or distributor of Napoli Brand food products on your website, social media, and print media. You must not use Napoli Marks for any other purpose without Napoli’s prior written permission. All other names, logos, product and service names, designs, and slogans in the Napoli Platform are the trademarks of their respective owners.
9. Your Information
“Your Information” is any information that you provide, publish, or post to or through the Napoli Platform. Our collection and use of personal information in connection with the Napoli Platform is as provided in our Privacy Policy http://napolifoodsinc.
To enable Napoli to use Your Information for the purposes described in the Privacy Policy and this Agreement, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute Your Information to prepare derivative works, or incorporate into other works, Your Information, in any media now known or not currently known.
10. Napoli Communications
By entering into this Agreement or using the Napoli Platform, you agree to receive communications from us, including via e-mail, calls, and push notifications. Communications from Napoli, its affiliated companies and/or Users, may include but are not limited to: operational communications concerning your User account or use of the Napoli Platform, updates concerning new and existing features on the Napoli Platform, communications concerning promotions run by us or our third-party partners, and news concerning Napoli and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.
11. Prohibited Uses
You may use the Napoli Platform only for lawful purposes and in accordance with this Agreement. In connection with your use of the Napoli Platform, you acknowledge that you will not:
violate in any way any federal, state, local, or international law or regulation;
post, send, solicit, or obtain anything defamatory, fraudulent, violent, threatening, pornographic, racist, hateful, or otherwise objectionable in Napoli’s sole opinion;
impersonate any individual or entity, or infringe any person’s intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights;
engage in any other conduct that restricts or inhibits any person’s use or enjoyment of the Napoli Platform, or which, as determined by us, may harm Napoli or its Users, or expose us or them to liability or reputational harm;
transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation;
hack or compromise in any way the integrity and security of the Napoli Platform or the computers or devices of any of Napoli’s Users;
“frame” or “mirror” any part of the Napoli Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose;
modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Napoli Platform;
rent, lease, lend, sell, redistribute, license or sublicense the Napoli Platform;
use any robot, spider, or other automatic means to access the Napoli Platform;
use any manual process to monitor or copy any of the material in the Napoli Platform or for any other unauthorized purpose without our prior written consent;
allow any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful, to be introduced in to the Napoli Platform;
attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Napoli Platform, the servers on which they operate, or any server, computer, or database to which the Napoli Platform is connected;
transfer or sell your User account, password and/or identification to any other party; or
cause any person to engage in the foregoing prohibited activities.
12. Platform Changes and Updates
We may from time to time in our sole discretion develop and provide updates to the Napoli Platform, which may include content updates, upgrades, bug fixes, patches, error corrections, and/or new features (together, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Napoli has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.
You shall promptly download and install all Updates and acknowledge that the Napoli Platform or portions thereof may not properly operate should you fail to do so. You agree that all Updates will be deemed part of the Napoli Platform and will be subject to this Agreement.
13. Linking to the Napoli Platform and Social Media Features
You may link to the Napoli website, provided you do so in a way that is fair and legal, does not damage our reputation or take advantage of it, and does not suggest any form of association, approval, or endorsement on our part without our express written consent.
The Napoli Platform may provide certain social media features that enable you to:
Link from your own or certain third-party websites or apps to certain content in the Napoli Platform;
Send emails or other communications with certain content, or links to certain content, in the Napoli Platform;
Cause limited portions of content in the Napoli Platform to be displayed or appear to be displayed on your own or certain third-party websites or apps.
You may use these features solely as they are provided by us and solely in accordance with any additional terms and conditions that we provide with respect to such features. Any other linking activity or use of social media features without prior written permission from Napoli is strictly prohibited.
The website or app from which you are linking, or on which you make certain content accessible, must comply in all respects with the Prohibited Uses set out above in Section 11 of this Agreement.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
14. Links from the Napoli Platform
If the Napoli Platform contain links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. You access any of the third-party websites or apps linked to the Napoli Platform entirely at your own risk and subject to their terms and conditions of use.
15. Geographic Restrictions
Napoli is based in the state of Connecticut in the United States. We provide the Napoli Platform for use only by persons located in the United States. We make no claims that the Napoli Platform or any of its content is accessible or appropriate outside of the United States. If you access the Napoli Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
16. Disclaimer of Warranties
No Warranties
TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE NAPOLI PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THEM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY WEBSITE OR APP LINKED TO THEM.
YOUR USE OF THE NAPOLI PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THEM IS AT YOUR OWN RISK. THE NAPOLI PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THEM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER NAPOLI NOR ANY PERSON ASSOCIATED WITH IT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE NAPOLI PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER NAPOLI NOR ANYONE ASSOCIATED WITH IT REPRESENTS OR WARRANTS THAT NAPOLI PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THEM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE NAPOLI PLATFORM OR THE SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE NAPOLI PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THEM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, NAPOLI HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Acts of Others
Under no circumstances, including termination or cancellation of your use of the Napoli Platform, will we be liable for any losses related to actions of other Users.
Apple App Store
This paragraph applies to any version of the Napoli Platform that you acquire from the Apple App Store. This Agreement is entered into between you and Napoli. Apple, Inc. (“Apple”) is not a party to this Agreement and shall have no obligations with respect to the Napoli Platform. Napoli, not Apple, is solely responsible for the Napoli Platform and the content thereof as set forth hereunder. However, Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement. Upon your acceptance of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof. This Agreement incorporates by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control.
17. Limitation of Liability
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL NAPOLI, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE NAPOLI PLATFORM, ANY WEBSITES OR APPS LINKED TO IT, ANY CONTENT ON THE NAPOLI PLATFORM OR ON SUCH OTHER LINKED WEBSITES OR APPS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
18. Indemnification
You agree to defend, indemnify, and hold harmless Napoli, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of this Agreement or your use of the Napoli Platform, including, but not limited to, any use of the Napoli Platform content, services, and products other than as expressly authorized in this Agreement or your use of any information obtained from the Napoli Platform.
19. Term and Termination
The term of this Agreement commences when you access, download, or install the Napoli Platform. The term will continue in effect until terminated by you or Napoli as set forth in this section.
You may terminate this Agreement by deleting the Napoli Platform and all copies thereof from Your Device.
Napoli may terminate this Agreement at any time without notice, with or without cause.
Upon termination:
except as provided in Sections 2, 4, 7-11, and 16-23, which shall survive any expiration or termination of this Agreement, all rights granted to you under this Agreement will also terminate; and
you must cease all use of the Napoli Platform and delete all copies of the Napoli Platform.
Termination will not limit any of Napoli’s rights or remedies at law or in equity.
20. Governing Law and Jurisdiction
All matters relating to the Napoli Platform and this Agreement and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Connecticut without giving effect to any choice or conflict of law provision or rule (whether of the State of Connecticut or any other jurisdiction).
Any legal suit, action, or proceeding arising out of, or related to, this Agreement or the Napoli Platform shall be instituted exclusively in the U.S. District Court for the District of Connecticut or the courts of the State of Connecticut. Napoli retains the right to bring any suit, action, or proceeding against you for breach of this Agreement in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
21. Waiver and Severability
No waiver by Napoli of any term or condition set out in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Napoli to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.
If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.
22. Entire Agreement
This Agreement, our Privacy Policy, and any documents or communications referenced in this Agreement and our Privacy Policy, constitute the sole and entire agreement between you and Napoli regarding the Napoli Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Napoli Platform.
23. Your Comments and Concerns
The Napoli Platform is operated by Napoli Foods, Inc., 10 Knotter Drive, Cheshire, Connecticut 06410.
Feedback, comments, requests for technical support, and other communications relating to the Napoli Platform should be directed to: contact@NapoliFoodsInc.com.
