Terms & Conditions


General

Welcome to the website (the "Website") of Northwoods Family Grille, LLC ("Northwoods"). Please carefully review these terms and conditions ("Terms of Use"), the Privacy Policy, and the terms and conditions on the Website that govern particular offers or features (e.g. requests for information) ("Additional Terms and Conditions," together with these Terms of Use and the Privacy Policy, form the "Terms & Conditions") all of which collectively govern your use of and access to all of the Website and any and all content, data and information contained therein. YOUR USE OF ANY PORTION OF THIS WEBSITE CONSTITUTES YOUR UNCONDITIONAL TERMS & CONDITIONS TO FOLLOW AND BE BOUND BY THIS TERMS & CONDITIONS, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME BY Northwoods, IN ACCORDANCE WITH THIS TERMS & CONDITIONS. IN THE EVENT OF ANY INCONSISTENCY OR CONFLICT BETWEEN THESE TERMS OF USE, THE PRIVACY POLICY AND THE ADDITIONAL TERMS AND CONDITIONS, THE FOLLOWING ORDER OF PRECEDENCE SHALL CONTROL: (1) TERMS OF USE, (2) PRIVACY POLICY AND (3) ADDITIONAL TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS TERMS & CONDITIONS, YOU ARE NOT PERMITTED TO USE OR ACCESS THIS WEBSITE.

Modifications of This Terms & Conditions

Northwoods reserves the right to change, modify, amend and/or update this Terms & Conditions at any time with or without prior notice. Your use of this Website following any such changes, modifications, amendments and/or updates constitutes your unconditional agreement to follow and be bound by this Terms & Conditions as so changed, modified, amended and/or updated. You are responsible for reviewing this Terms & Conditions each time you use or access any portion of this Website.

Links

Northwoods is not affiliated or associated with the sponsors, owners or producers of any third party websites linked to or from this Website. These linked sites are not under our control and Northwoods explicitly disclaims any responsibility for the accuracy, content or availability of the information, products, and/or services found on or through such third party sites. Northwoods does not endorse and has not taken any steps to confirm the accuracy or reliability of any of the information, products or services contained on or through such third party sites. Northwoods does not make any representations or warranties as to the security of any information (such as credit card and other sensitive information) you might give on any third party site.

Solely Intended for United States Users

Unless otherwise explicitly specified on the Website, the information on all of the Website is intended solely for use and access by persons residing in the United States, its territories and possessions. Northwoods controls and operates its Website from offices located in the United States and makes no representations or warranties that the information, products or services contained on the Website is appropriate for use or access in other locations. Anyone using or accessing any of the Website from other locations does so on their own initiative and are responsible for compliance with local United States laws, if and to the extent applicable.

Use

The Website and its contents are intended solely for personal use. Unless otherwise explicitly specified, all materials that are included in or are otherwise a part of this Website are copyrights, patents, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by Northwoods or by third parties who have licensed their materials to Northwoods and are protected by U.S. and international intellectual property laws. The compilation (i.e., the collection, arrangement and assembly) of all materials on this Website is the exclusive property of Northwoods or its licensors and is protected by U.S. and international copyright laws. Except as solely provided in the next sentence, no material from any portion of this Website may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way. You may download one copy of the materials on any single computer for your personal use only, provided that: (a) you keep intact all copyright and other proprietary notices; (b) you do not use the materials in a manner that suggests an association with any of our products, services or brands; and (c) you make no modifications to the materials.

In addition, you agree not to: (a) use or access this Website for any purpose that is unlawful or prohibited by this Terms & Conditions; (b) use or access this Website in a manner that could damage, disable, overburden, or impair any Northwoods server or the networks connected to any Northwoods server; (c) interfere with any third party's use and enjoyment of this Website; or (d) attempt to gain unauthorized access to accounts, computer systems or networks connected to any Northwoods server through hacking, password mining or any other means.

The Website sells products to adults, who can purchase with a credit card. If you are under 18, you may use the Website only with involvement of a parent or guardian. Northwoods and its affiliates reserve the right to refuse service or cancel orders in their sole discretion.

User Ids/Passwords

Use of certain features on the Website might be limited and/or require registration. Northwoods will review and determine, in Northwoods sole discretion, whether to accept the your registration. Northwoods shall have the right, in its sole discretion, to refuse or restrict anyone from access to the Website(s) at any time for any reason. Upon acceptance of your registration by Northwoods, you may select your user ID and password (collectively "Password") for access to and use of the applicable portion of the Website. When registering for your Password, you must provide accurate and complete information.

Northwoods reserves the right to require you to periodically change your Password. You agree to use your best efforts to maintain the security of your Password. You shall not disclose your Password to anyone else, and you shall not use anyone else's Password. You agree to notify Northwoods immediately about any unauthorized use of your Password or any breach of security. You further agree that Northwoods shall not be responsible for your failure to comply with this Section or any loss or damage arising out of, or related to, your use of your Password by you or anyone other than Northwoods.

Charges and Payment

In certain instances, Northwoods may charge a user, subscription or other fee. In those instances where a fee may be charged, Northwoods will notify you of the fee prior to your incursion of charges.

Disclaimer

THIS WEBSITE IS PROVIDED BY NORTHWOODS ON AN "AS IS" AND "AS AVAILABLE" BASIS. NORTHWOODS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS WEBSITE OR THE INFORMATION INCLUDED ON SUCH WEBSITE. NORTHWOODS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. NORTHWOODS DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THIS WEBSITE WILL BE ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES THE WEBSITE AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS INCLUDING VIRUSES. NORTHWOODS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION ON THIS WEBSITE IS ACCURATE, COMPLETE, CORRECT, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE. YOU ACKNOWLEDGE, BY YOUR USE OF THIS WEBSITE, THAT YOUR USE IS AT YOUR SOLE RISK.

Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL NORTHWOODS OR ANY OF ITS EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS, OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR ACCESS TO OR INABILITY TO USE OR ACCESS THIS WEBSITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF NORTHWOODS HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT YOU, AND NOT NORTHWOODS, SHALL ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE. IN NO EVENT WILL NORTHWOODS BE LIABLE FOR ANY DAMAGES IN EXCESS OF ONE HUNDRED UNITED STATES DOLLARS ($100.00) FOR ANY CLAIMS ARISING FROM OR RELATED TO THIS TERMS & CONDITIONS.

User Submissions, Postings and Email Communications

All submissions, postings and email communications to or through the Website shall be subject to the Northwoods Policy Regarding Submissions, Postings and Other Communications, which is incorporated into this Terms & Conditions by this reference.

Online Copyright Infringement Notification Policy

If you believe that this Website(s) contains materials that constitute copyright infringement, please notify Northwoods in accordance with our Online Copyright Infringement Notification Policy.

Indemnification

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD NORTHWOODS AND ITS OWNERS, AFFILIATES, SUBSIDIARIES, DIRECTORS, SHARE HOLDERS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS, AND EXPENSES, INCLUDING ATTORNEYS' FEES, ARISING FROM OR RELATED TO (I) YOUR USE OF THIS WEBSITE AND/OR (II) YOUR BREACH OF ANY OF THE TERMS OR CONDITIONS OF THIS TERMS & CONDITIONS.

Term and Termination

Northwoods shall have the right to terminate your access to, and use of, the Website immediately, if, in its sole discretion, Northwoods believes that your conduct fails to conform with this Terms & Conditions. Northwoods also reserves the right to investigate suspected violations of this Terms & Conditions, including without limitation any violation arising from any submission, posting or e-mails you make or send to the Website. Upon termination of this Terms & Conditions, all rights granted to you under this Terms & Conditions will cease immediately, and you agree that you will: (a) immediately discontinue use of the Website(s); and (b) as applicable, pay any amounts owed to Northwoods in full within thirty (30) days from the date of such termination.

Applicable Laws

This Terms & Conditions shall be governed by and construed under the laws of the State of Minnesota, without regard to conflicts of laws principles. YOU AGREE THAT JURISDICTION OVER AND VENUE IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS WEBSITE OR THE USE OR ACCESS THEREOF MAY BE IN THE STATE OR FEDERAL COURTS LOCATED IN LAKE COUNTY, MINNESOTA.

Commencement of Actions

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE WITH RESPECT TO THIS WEBSITE MUST BE COMMENCED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.

Miscellaneous

The failure of Northwoods to act with respect to a breach of this Terms & Conditions by you or others does not constitute a waiver and shall not limit Northwoods rights with respect to such breach or any subsequent breaches. Neither the course of conduct between the parties nor trade practice shall act to modify this Terms & Conditions. Northwoods may assign its rights and duties hereunder to any party at any time without any notice to you. This Terms & Conditions may not be assigned by you without Northwoods prior written consent. If any provision of this Terms & Conditions shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Terms & Conditions and shall not affect the validity and enforceability of any remaining provisions. This Terms & Conditions may not be modified except in writing, signed by both parties.

Forward-Looking Statements

This Terms & Conditions and the documents incorporated by reference herein, if any, may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements are based on management's current expectations and assessments of risks and uncertainties and reflect various assumptions concerning anticipated results, which may or may not prove to be correct. Some of the factors that could cause actual results to differ materially from estimates or projections contained in such forward-looking statements include the pattern of brand sales, including variations in sales volume within periods; competition within the relevant product markets, including the ability to develop and successfully introduce new products, ensuring product quality, pricing, promotional activities, introduction of competing products and continuing customer acceptance of existing products; loss of distributorship rights; risks inherent in acquisitions and strategic alliances; the loss of one or more key employees; the effects of a prolonged United States or global economic downturn or recession; changes in costs, including changes in labor costs, raw material prices or advertising and marketing expenses; the costs and effects of unanticipated legal or administrative proceedings; and variations in political, economic or other factors such as currency exchange rates, inflation rates, tax changes, legal and regulatory changes or other external factors over which Northwoods has no control. Northwoods has no obligation to update any forward-looking statement in this Terms & Conditions or any incorporated document.

NORTHWOODS POLICY REGARDING SUBMISSIONS,
POSTINGS AND OTHER COMMUNICATIONS

Submissions

All remarks, suggestions, ideas, graphics, or other information communicated by you to Northwoods through the Website (collectively, the "Submission") will forever be the property of Northwoods and you waive all of your rights, including but not limited to moral rights, therein if applicable, provided that you will continue to be responsible for the content of the Submission including, without limitation, any indemnification obligations related to such Submissions. Northwoods will not be required to treat any Submissions as confidential (unless required by law or if Northwoods has agreed to treat it as confidential in other documentation), and will not be liable for any ideas for its business (including without limitation, product or advertising ideas) and will not incur any liability as a result of any similarities that may appear in future Northwoods operations. Without limitation, Northwoods will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere and will be entitled to use the Submission for any commercial or other purpose whatsoever without compensation to you or any other person sending the Submission. Northwoods retains the right to review, edit or delete from the Website any Submission which Northwoods in its sole discretion considers illegal, offensive, in violation of a third party right or otherwise inappropriate.

Email and Other Communications

In connection with your use of the Website, you consent to Northwoods recording any communication, electronic or otherwise, between you and Northwoods and retaining any information and data you submit while using the Website.

In using the Website, you may be permitted to communicate electronically with Northwoods by sending electronic mail to Northwoods; however, you acknowledge and agree that only general information or inquiries may be submitted to Northwoods via electronic mail and any other submissions or communications on or through the Website (e.g., the placement of orders) may be submitted only in accordance with the express instructions set forth on the Website for such submissions or communications. Please do not send any time-sensitive communications to Northwoods via e-mail as Northwoods cannot be responsible for responding to any such communications.

Investigations

Northwoods may seek to gather information from the user who is suspected of violating this Terms & Conditions, and from any other user. Northwoods may suspend any users whose conduct or postings are under investigation and may remove such material from its servers as it deems appropriate and without notice. If Northwoods believes, in its sole discretion, that a violation of this Terms & Conditions has occurred, it may edit or modify any submission, posting or e-mails, remove the material permanently, cancel postings, warn users, suspend users and passwords, terminate accounts or take other corrective action it deems appropriate. Northwoods will fully cooperate with any law enforcement authorities or court order requesting or directing Northwoods to disclose the identity of anyone posting any e-mails, or publishing or otherwise making available any materials that are believed to violate this Terms & Conditions. YOU WAIVE AND HOLD HARMLESS NORTHWOODS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY NORTHWOODS DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER NORTHWOODS OR LAW ENFORCEMENT AUTHORITIES.

ONLINE COPYRIGHT INFRINGEMENT NOTIFICATION POLICY

If you believe that the Website contains materials that constitute copyright infringement, please notify our Designated Agent, Floyd Baker, in writing using the following contact information:

Name of Designated Agent to Receive Notification of Claimed Infringement: Floyd Baker

Full Address of Designated Agent to Which Notification should be Sent: 6 Shopping Center Drive Silver Bay, MN 55614

Under Title 17, United States Code, Section 512(c)(3)(A), your notice of a claimed copyright infringement to our Designated Agent must be in the form of a written communication that includes the following information:

  1. Your address, telephone number and e-mail address;
  2. Identification of the copyrighted work (or works) that you claim has been infringed;
  3. A description of the material that you claim is infringing the copyrighted work;
  4. A clear description of where the infringing material is located on the Website, including its URL, so that Northwoods can locate the material;
  5. A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
  6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
  7. An electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest.