1. GENERAL CONDITIONS You may use the Sites, including the content on it solely for the purposes stated on the Sites, as described in these Terms. You understand and agree that the Sites are provided “as-is” and that Talpa assumes no responsibility for the availability or functionality of the Sites, or for the deletion, mis-delivery, or failure to store any user communications or personalization settings.
The Sites include a broad array of content and functionality. All user interfaces, software, and other information and content, or portion or combination thereof, provided and made available by or for Talpa in connection with the Sites (“Site Content”) are to be used for only individual, non-commercial purposes. You agree not to use the Sites for commercial purposes. We retain all of our rights, title, and interest in and to Site Content. This includes, but is not limited to all copyrights, trademarks, patents, derivative works, moral rights, trade secrets, and proprietary information in all content that appears on the Sites (other than the content of our third-party business partners who have permission to appear on the Sites), and in all software that we develop in connection with the Sites. Nothing on the Sites shall be construed as granting any license or right to use any image, trademark, service mark, or logo. Downloading, copying, or printing individual pages and/or parts of the Sites is allowed for personal, non-commercial use only, and will not transfer title to any software or material on the Sites to you. You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Sites without express written permission from us.
2. USE OF SITES, SITE CONTENT, AND PROPRIETARY RIGHTS The Sites include a broad array of content and functionality. All user interfaces, software, and other information and content, or portion or combination thereof, provided and made available by or for Talpa in connection with the Sites (“Site Content”) are to be used for only individual, non-commercial purposes. You agree not to use the Sites for commercial purposes. We retain all of our rights, title, and interest in and to Site Content. This includes, but is not limited to all copyrights, trademarks, patents, derivative works, moral rights, trade secrets, and proprietary information in all content that appears on the Sites (other than the content of our third-party business partners who have permission to appear on the Sites), and in all software that we develop in connection with the Sites. Nothing on the Sites shall be construed as granting any license or right to use any image, trademark, service mark, or logo. Downloading, copying, or printing individual pages and/or parts of the Sites is allowed for personal, non-commercial use only, and will not transfer title to any software or material on the Sites to you. You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Sites without express written permission by us.
3. LICENSE FROM TALPA Talpa grants you a limited, revocable, non-exclusive, non-transferable, and non-sub-licensable right to access and make personal use of the Sites. Explicit attribution to Talpa must be made in the event that Site Content, or any part thereof, is reproduced in any form, written or electronic. Furthermore, any reproduction, re-publication, or distribution of this material requires the express consent of Talpa.
4. PROHIBITED USES You agree not to, directly or indirectly:
a) Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity in connection with your use of the Site;
b)) Use or access the Sites (i) from a jurisdiction where such use or access is not authorized, (ii) for any illegal purpose, or (iii) in violation of any local, state, national, or international law;
c) Use the Sites to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
d) Reverse engineer, disassemble, decompile, modify, or translate any software or other components of the Sites;
e) Distribute viruses or other harmful computer code through the Site;
f) Use scrapers, robots, or other data-gathering devices not provided by Talpa on or through the Site;
g) Attempt to gain unauthorized access to the Sites, other accounts, computer systems or networks connected to the Sites,
h) Through hacking, password mining, or any other means.
i) Remove or modify any proprietary notice, copyright notice, or trademark legend, author attribution, or other notice placed on or contained within any of the Sites or Site Content or attempt to disable, bypass, modify, defeat, or otherwise circumvent any digital rights management or security system used as part of the Sites or Site Content;
I) Upload to the Sites the personal information of others that you are not authorized to provide or using the Sites to collect or track the personal information of others.
j) Provide any content, data, or information to Talpa that contains viruses or malicious code or is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy or right of publicity, hateful, or racially, ethnically or otherwise objectionable.
k) Use the Sites or Site Content in a way that suggests you are a representative of Talpa;
l) Use the Sites or Site Content as a platform for external applications, or to develop applications, services, websites, or any other functionalities that leverage the Sites or Site Content;
m) Infringe or misappropriate the intellectual property, proprietary or privacy rights of any third party;
n) Interfere with or disrupt the proper functioning of the Sites or Site Content, Talpa’s or any third party’s systems used to host the Sites, or other equipment or networks used to provide the Sites or Site Content;
o) Communicate the Site Content to the public, provide or make available any links, hypertext (Universal Resource Locator (URL) address) or otherwise grant access (other than a “bookmark” from a web browser) to the Sites, or any part thereof;
p) Circumvent the security of the Sites or any host, network, or account related thereto;
q) Use any application programming interface to access the Sites or Site Content;
r) Fail to use commercially reasonable efforts to prevent the unauthorized license, access, sale, transfer, lease, transmission, distribution, or other disclosure of the Sites or Site Content;
s) Allow any individual to use any account log-in credentials (e.g., user identification(s), code(s), password(s), procedure(s), and user keys) issued to, or selected by, Talpa for someone other than the individual identified in the account information;
t) Cause damage to Talpa’s business, reputation, employees, members, facilities, or to any other person or legal entity;
u) Otherwise use the Sites or Site Content in any manner that exceeds the scope of use granted above; or
v) Attempt to do any of the acts described in this Section 4 or assist or permit any person to engage in any of the acts described in this Section 4.
Any use which violates these terms, gives Talpa the right (without notice or liability) to revoke the aforementioned license, cancel any order, or to refuse, restrict, terminate, or discontinue your access to the Sites or Site Content (or any portions, components, or features thereof). We shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site.
5. ACCOUNT REGISTRATION AND USE You may choose to sign up for an account or loyalty membership on the Sites. When you create an account, you will be required to select a username and password. You agree to provide us with accurate and complete registration information, and we disclaim any liability arising from your failure to do so. You are responsible for safeguarding your account information, including your password for your account. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You agree to immediately notify Talpa of any unauthorized use of your password. Users are the sole creators of their membership accounts and Talpa may not independently verify the information provided. Talpa does not process payment information. Payment information is handled by third-party vendors. By using the Sites, you agree to your financial or payment information being shared with the third-party payment processor. We reserve the right to refuse registration of, or cancel your account at our sole discretion.
6. ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION ON THE SITES Although Talpa attempts to provide accurate product descriptions and other information, we are not responsible if information made available on the Sites is not accurate, complete or current. The material on the Sites is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on the Sites is at your own risk. The Sites may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of the Sites at any time, but we have no obligation to update any information on the Sites. You agree that it is your responsibility to monitorchanges to the Sites.
7. THIRD-PARTY LINKS Certain content, products and services available via our Sites may include materials from third parties. Third-party links on the Sites may direct you to third-party websites that are not affiliated with us, such as Instacart, DoorDash, and UberEATS. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services ofthird-parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
8. DISCLAIMER OF WARRANTIES;LIMITATION OF LIABILITY We do not guarantee, represent or warrant that your use of the Sites will be uninterrupted, timely, secure or error-free. You agree that from time to time we may remove the Sites for indefinite periods of time or shut down the Sites at any time, without notice to you. You expressly agree that your use of, or inability to use, the Sites is at your sole risk.We do not guarantee or warrantthe security of your information or any information you disclose or transmit to us. We are not responsible for the acts of those who gain unauthorized access, and we make no warranty, express, implied or otherwise, that we will prevent such access, and we are not responsible for any damages or liabilities relating to any such incidents to the fullest extent permitted by law. THE SITES AND ALL PRODUCTS ANDSERVICES DELIVERED TO YOU THROUGH THE SITES ARE (EXCEPT AS EXPRESSLY STATED BYUS) PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’ FOR YOUR USE, AND WE HEREBY DISCLAIMANY REPRESENTATION, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, ANDNON-INFRINGEMENT. TALPA DOES NOT WARRANT THAT THE SITES OR ANY PORTION OF THE SITES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS.IN NO CASE SHALL TALPA, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, INTERNS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANYDIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OFANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSTSAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASEDIN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE,ARISING FROM YOUR USE OF ANY OF THE SITES, OUR SERVICES, OR ANY PRODUCTSPROCURED USING THE SITES, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USEOF THE SITES OR ANY PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OROMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS ARESULT OF THE USE OF THE SITES OR ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED,OR OTHERWISE MADE AVAILABLE VIA THE SITES, EVEN IF ADVISED OF THEIRPOSSIBILITY. BECAUSE SOME STATES ORJURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FORCONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OURLIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU MAY HAVEOTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.IN NO EVENT SHALL TALPA BELIABLE, UNDER ANY LEGAL THEORY (CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OROTHER TORT, STRICT LIABILITY, OR OTHERWISE) UNDER THESE TERMS OR OTHERWISE FORANY DAMAGES IN EXCESS OF ONE HUNDRED DOLLARS ($100). SUCH LIMITATION SHALLEXTEND TO ALL LIABILITY OR POTENTIAL LIABILITY, INCLUDING FOR PERSONAL INJURYOR WRONGFUL DEATH.EACH PROVISION OF THESE TERMSTHAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OREXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THEPARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASISOF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE ANDINDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. TO THE FULLEST EXTENTPERMISSIBLE UNDER APPLICABLE LAW, THE LIMITATIONS IN THIS SECTION WILL APPLYEVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
9. INDEMNIFICATION You agree to indemnify, defend and hold harmless Talpa and its subsidiaries, partners, officers, directors,agents, contractors, licensors, service providers, subcontractors, suppliers,and employees, harmless from and against any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of:(a) your violation of these Terms, the documents they incorporate by reference,or any applicable law, (b) your violation of the rights of a third-party, (c)your access to or use of the Sites, (d) any dispute or issue between you andany third party concerning the Site; and (e) all claims pertaining to the Sitesor your use of the Sites that arise from or allege negligence, fraud, or intentional misconduct committed by you. Without limiting the foregoing, wereserve the right, at our own expense, to assume the exclusive defense andcontrol of any matter otherwise subject to indemnification by you (withoutlimiting your indemnification obligations with respect to that matter), and inthat case, you agree to cooperate with our defense of that claim.
10. SEVERABILITYIn the event that any provisionof these Terms is determined to be unlawful, void or unenforceable, suchprovision shall nonetheless be enforceable to the fullest extent permitted byapplicable law, and the unenforceable portion shall be deemed to be severedfrom these Terms, such determination shall not affect the validity andenforceability of any other remaining provisions.
11. CONTROL OF THE SITES;MODIFICATION OF TERMS; TERMINATIONWe reserve the right at any timeto modify or discontinue the Sites (or any part or content thereof) withoutnotice at any time. The obligations and liabilities of the parties incurredprior to the termination date shall survive the termination of these Terms forall purposes. These Terms are effective unless and until terminated by either you or us. If in our sole judgment you fail, or we suspect that you havefailed, to comply with any of these Terms, we also may terminate these Terms atany time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you accessto the Sites (or any part thereof).We reserve the right to change these Terms on a going-forward basis at any time. Please check these Termsperiodically for changes. If a change to these Terms materially modifies anyuser rights or obligations, we will endeavor to post notice of the modificationon the Sites for a reasonable period of time. Any disputes concerning orrelated to the Sites will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
12. ENTIRE AGREEMENT The failure by us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. These Terms and any policies or operating rules posted by us on the Sites or in respect to the Sites constitute the entire agreement and understanding between you and us and governs your use of the Sites, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but notlimited to, any prior versions of these Terms).
13. GOVERNING LAW These Terms and any separate agreements shall be governed by and construed in accordance with the laws ofthe State of Georgia without regards to its conflicts of law provisions. The Sites are controlled andoperated from within the United States. We make no representation that the Sitesare appropriate or available in locations outside the United States. Anyonechoosing to access the Sites from other locations are responsible for compliance with applicable laws. International visitors must comply with alllocal rules regarding online conduct and acceptable content, including lawsregulating the export of data from the United States or your country ofresidence.
14. CONTACT INFORMATION The Sites are offered by Supermercados Talpa. You may contact us by emailing us at email@example.com.