Terms and Conditions of Use

Last Updated: October 29, 2009

These Terms and Conditions of Use, along with 3 Spoons LLC’s (referred to as “3 Spoons” or “us” or “we” or “our”) Privacy Policy and our Terms and Conditions of Sale govern your use of this website (referred to as the “Website”).

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. YOUR CONTINUED USE OF THIS WEBSITE WILL INDICATE YOU ARE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU CANNOT USE THIS WEBSITE.

ANY RIGHTS NOT EXPRESSLY GRANTED BY THESE TERMS AND CONDITIONS OF USE ARE RESERVED BY 3 SPOONS.

1. YOUR AGREEMENT TO 3 SPOONS TERMS AND CONDITIONS OF USE

The Website and related goods and services of 3 Spoons are provided subject to your compliance with the terms and conditions set forth herein. By simply using the Website or registering for an account (referred to on the Website as “My Account” but referred to in these Terms and Conditions of Use as “Your Account”), you agree to these Terms and Conditions of Use.

In order to use the Website, place, purchase and receive delivery of (a) menu items selected by you (referred to as a “Menu Item” or “Menu Items”); (b) three (3) days of Menu Items for lunch, dinner or both meals, selected by 3 Spoons for you (referred to as a “Meal Club Order” or “Meal Club Orders”); and/or © any other 3 Spoons’ goods or services (referred to as “Other Goods or Services Offered by 3 Spoons” and collectively referred to as our “Goods and Services”), you must truthfully provide all of the required information requested on the Website including your real name, delivery address, mailing address, billing information (such as your valid credit card information and billing address), telephone number(s), email address, special delivery instructions, date of birth, employment information (such as your employer’s name, your job title and department) and any other information necessary for its execution and fulfillment or to otherwise engage in any activities on the Website.

2. CHILDREN UNDER THE AGE OF EIGHTEEN (18)

This Website is intended for adults only. CHILDREN UNDER THE AGE OF EIGHTEEN (18) ARE NOT PERMITTED TO USE OR ACCESS THE WEBSITE AT ANY TIME OR IN ANY MANNER.

3. WEBSITE USE

3 Spoons grants you a limited, revocable, nonexclusive license to use the Website solely for your own personal (non-commercial) use and not for republication, redistribution, retransmission, modification, reprinting, assignment, sublicense, sale, preparation of derivative works or any other use. For that reason, copying, redistribution, retransmission, modification or reprinting of any such content or any part of the Website is prohibited without the express written permission of 3 Spoons. Under no circumstances will you acquire any ownership rights or other interest in any content by or through your use of the Website.

Because you are authorized to use the Website, place orders and purchase our Goods and Services solely for your own use, you agree not to act on behalf of a third party or allow a third party to access Your Account to place orders or purchase Goods and Services.

By transmitting/sending information or materials to 3 Spoons, you grant us an unrestricted, irrevocable, world-wide, royalty free license to use, reproduce, display, perform, modify, transmit and distribute those materials or information. You further agree that 3 Spoons is free to use any ideas, concepts, know-how or techniques that you transmit/send to us for any purpose.

4. USER REPRESENTATIONS

As a condition of your use of the Website, you warrant and agree that:

You understand, will abide and agree to be bound by these Terms and Conditions of Use in addition to any changes, modifications and/or alterations thereto; and

You understand, will abide and agree to be bound by the Website’s Terms and Conditions of Sale in addition to any changes, modifications and/or alterations thereto; and

You understand and agree to be bound by the Website’s Privacy Policy in addition to any changes, modifications and/or alterations thereto; and

You understand and consent to the collection, use and disclosure of your information by 3 Spoons as set forth in our Privacy Policy; and

Any information provided by you is truthful and accurate to the best of your knowledge; and

There are adequate funds available in connection with a valid, unexpired credit card issued to you and branded with the MasterCard, VISA or Discover Card logo to pay for our Goods and Services; and

You will not use 3 Spoons’ Menu Items, ingredients (including but not limited to herbs, spices, meats, poultry, fish, seafood, nuts, fruits, vegetables, any other produce, dairy goods, grains, flours, oils, condiments and sauces (collectively referred to as “Ingredients”), Goods and Services, or this Website for any purpose that is unlawful, prohibited by these Terms and Conditions of Use or the Terms and Conditions of Sale; and

You will comply with all applicable laws and regulations regarding your use of the Website; and

You will not engage in any fraudulent, speculative, deceptive, manipulative or bad faith act or practice (or otherwise misuse the Website) when registering for and creating Your Account, placing orders for Goods and Services, or communicating with 3 Spoons; and

You will maintain the confidentiality of the username and password for Your Account; and

You recognize that any errors contained in information provided by you when using the Website, registering for and creating Your Account or placing orders and purchasing Goods and Services are solely your responsibility and such errors do not excuse your obligation to consummate one or more transactions on the terms and conditions stated within the Website including but not limited to the Terms and Conditions of Use and Terms and Conditions of Sale; and

You will not attempt to reverse engineer, break or otherwise hack the Website.

5. WEBSITE AVAILABILITY

You acknowledge that it is technically impossible to provide a website free from faults and that 3 Spoons does not undertake to do so; that faults may lead to the temporary unavailability of the Website; and that the operation of the Website may be adversely affected by conditions, circumstances or performances outside our control including but not limited to transmission and telecommunications links between 3 Spoons and you and/or between 3 Spoons and other systems and networks.

6. OWNERSHIP AND COPYRIGHT PROTECTION

All content included within, and downloads from, the Website are and shall continue to be the property of 3 Spoons (including its members, managers, officers, directors, employees and contractors), and/or its agents, sponsors, licensors, affiliated companies, service providers, vendors, suppliers, wholesalers, retailers, distributors, partners, middlemen and other representatives (collectively referred to as “Affiliates”) and is protected under applicable copyright, patent, trademark and other proprietary rights.

If you believe any materials accessible on or from the Website infringe your copyright, you may request removal of those materials from this Website (or access thereto) by providing us with all of the following information:

Identification of the materials that you believe to be infringing. Please describe the materials with particularity and provide us with a URL or any other pertinent information that will allow us to locate the materials;

Your name, address, telephone number and email address;

A statement that you have a good faith belief that the use of the materials is not authorized by the copyright owner, its agent or the law;

A statement that the information you have supplied is accurate and that you “declare under penalty of perjury under the laws of the State of California” that you are the copyright owner or are authorized to act on the copyright owner’s behalf; and

A signature or the electronic equivalent from the copyright holder or authorized representative.

The information may be sent to us at any time by using one of the following methods of communication:

Website: Selecting “Contact Us” from the Website’s navigation menu (located at the top of all pages within the Website) and then choosing the “Copyright” heading from the list of email “Subject” options once at the “Contact Us” page

Email: Sending an email to customerservice@3spoons.com (for spam filtering purposes please include “COPYRIGHT” in ALL CAPS in the subject line of your email)

Mail: Sending a letter delivered by first class U.S. postal mail (with postage prepaid) or overnight courier to:

3 Spoons LLC

ATTN: COPYRIGHT

2948 Folsom Street

San Francisco, CA 94110

7. HEALTH AND NUTRITION DISCLAIMER

Any information related to nutrition that is provided within the Website or otherwise communicated to you from 3 Spoons is designed only to enable you to select from various Menu Items when ordering our Goods and Services.

Menu Items, Ingredients and/or our Goods and Services are not intended to diagnose, treat, cure or prevent any diseases, specific health problems or medical conditions, nor are they a substitute for medical care from a qualified medical practitioner.

3 Spoons is not a medical organization and you should not rely on the Website or 3 Spoons for medical advice or diagnosis. You are advised to regularly consult with your medical practitioner on any and all matters pertaining to physical and mental health including without limitation any symptoms which may require medical diagnosis or attention.

Please be advised that no statement regarding our Menu Items, Ingredients and/or Goods and Services has been evaluated by the Food and Drug Administration or any medical or regulatory authority.

8. YOUR RESPONSIBILITY TO PROTECT YOUR ACCOUNT

When you use the Website or register for and create Your Account, you will be asked to choose a unique username and password. You are entirely responsible for: (a) maintaining the confidentiality of your username and password; (b) all activity made by you or anyone allowed to use Your Account; and © safeguarding Your Account from access by others.

No representative of 3 Spoons will ever ask you for your password, nor does any representative of 3 Spoons have the ability to “look up” or otherwise determine your password. If you forget your password, you must have it “reset” by following the instructions provided within the Website.

9. LINKS OR POINTERS TO OTHER WEBSITES

These Terms and Conditions of Use apply only to the Website and not to the websites or resources of any other person or entity. 3 Spoons makes no representations whatsoever about any other website or resources that you may access though this Website. When you access a third party website or resource, please understand that it is independent from 3 Spoons and that we have no control over such content. In addition, 3 Spoons is not responsible for the availability of external websites or resources and does not endorse (and is not responsible or liable for) any content, advertising, goods or other materials on such websites or resources.

It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, trojan horses and other items of a destructive nature. Under no circumstances will 3 Spoons be held responsible or liable, directly or indirectly, for any loss or damage that is caused or alleged to have been caused in connection with your use of or reliance on content, advertisements, goods or other resources available on any third party website (regardless of whether we directly or indirectly link to such content, advertisements, goods or resources).

10. DISCLAIMER OF WARRANTIES

THIS WEBSITE, INCLUDING BUT NOT LIMITED TO ANY INFORMATION, CONTENT AND/OR MATERIALS INCLUDED WITHIN OR IN ANY WAY RELATED TO THE WEBSITE ARE PROVIDED BY 3 SPOONS ON AN “AS IS” AND “AS AVAILABLE” BASIS. 3 SPOONS MAKES NO REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, AND TO THE FULLEST EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, EFFECTIVENESS AS TO THE OPERATION OF THE WEBSITE AND NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS WEBSITE, WEBSITE-RELATED SERVICES AND HYPERLINKED WEBSITES OF THIRD PARTIES.

3 Spoons cannot and does not warrant against human and machine errors, omissions, delays, interruptions or losses, including loss of data. 3 Spoons cannot and does not guarantee or warrant that files, content or material available for downloading from the Website will be free of infection by viruses, worms, trojan horses or other codes that manifest contaminating or destructive properties. 3 Spoons does not warrant or guarantee that the functions, activities or services performed within the Website will be uninterrupted, error-free or that defects in the Website will be corrected.

Although 3 Spoons attempts to ensure the integrity and accurateness of the Website, it makes no warranty or guarantees whatsoever as to the reliability, accuracy, correctness, timeliness, usefulness, adequacy, completeness or suitability of the Website. It is possible that the Website could include inaccuracies or errors and that unauthorized additions, deletions and alterations could be made to the Website by third parties. In the event that an inaccuracy arises, please inform 3 Spoons so that it can be corrected. Information contained within the Website may be changed or updated by 3 Spoons in its sole and exclusive discretion without notice to you.

NO ADVICE OR INFORMATION OBTAINED BY YOU FROM 3 SPOONS OR THROUGH THIS WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS AND CONDITIONS OF USE.

YOU MAY HAVE ADDITIONAL RIGHTS UNDER CERTAIN LAWS (INCLUDING CONSUMER LAWS) WHICH DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, THE EXCLUSIONS OR LIMITATIONS IN THESE TERMS AND CONDITIONS OF USE THAT DIRECTLY CONFLICT WITH SUCH LAWS MAY NOT BE APPLICABLE TO YOU.

11. LIMITATION OF LIABILITY

3 SPOONS’ ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO USE OF THE WEBSITE, DISSATISFACTION WITH THE WEBSITE, WEBSITE-RELATED SERVICES AND/OR HYPERLINKED WEBSITES OF THIRD PARTIES IS TO DISCONTINUE YOUR USE OF THE WEBSITE AND/OR THOSE SERVICES.

3 SPOONS AND ITS AFFILIATES ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES UNDER ANY LEGAL OR EQUITABLE THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE WEBSITE, YOUR WEBSITE USE, WEBSITE-RELATED SERVICES, CONTENT OR OTHER INFORMATION CONTAINED WITHIN THE WEBSITE AND/OR ANY HYPERLINKED WEBSITE OF A THIRD PARTY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THESE EXCLUSIONS FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES INCLUDE WITHOUT LIMITATION DAMAGES FOR HEALTH-RELATED ISSUES, LOST PROFITS, LOSS OF BUSINESS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, ANY OTHER INTANGIBLE LOSSES, LITIGATION OR THE LIKE, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, THE LIABILITY OF 3 SPOONS AND ITS AFFILIATES SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

12. INDEMNIFICATION

You agree to indemnify, defend and hold 3 Spoons and its Affiliates harmless from and against any and all liabilities, losses, claims, actions, proceedings, damages, costs, expenses, demands and settlements including without limitation legal and accounting fees related to, or arising from, or resulting from, or alleged to relate to or arise or result from: (a) your use of the Website; (b) your violation of these Terms and Conditions of Use; © any fraud, manipulation, deception or misrepresentation by you; (d) any other wrongdoing, willful misconduct or negligence on your part with respect to your use of the Website; (e) any claims, including claims of infringement, related to any content or information posted or provided to the Website; (f) someone else using Your Account, username or password as a result of your failure to use reasonable care to safeguard such information; and/or (g) any violation of applicable federal or state laws or regulations.

13. NOTIFICATION OF CHANGES

3 Spoons reserves the right to change these Terms and Conditions of Use at any time and in its sole and exclusive discretion. Any such changes, modifications or alterations (as reflected by the “Last Updated” date at the top of the Terms and Conditions of Use) shall be effective immediately upon notice thereof by our posting such revisions within the Website.

You acknowledge and agree that it is your responsibility to review this Website and check the Terms and Conditions of Use periodically to stay abreast of any revisions. Each use of the Website by you following the posting of revised Terms and Conditions of Use (as reflected by the above-mentioned “Last Updated” date) shall constitute and be deemed your unconditional acceptance of the then-current Terms and Conditions of Use and agreement be bound by any future changes thereto.

IF YOU DO NOT AGREE TO BE BOUND BY THE THEN-CURRENT TERMS AND CONDITIONS, YOUR ONLY REMEDY IS TO DISCONTINUE USING THE WEBSITE.

14. MISCELLANEOUS TERMS

Termination and Suspension of Your Account, Access to and/or Use of the Website

3 Spoons reserves the right at any time and in its sole and exclusive discretion to suspend and/or terminate (a) Your Account; (b) your access to the Website; and/or © your use of all or a portion of the Website. For example, 3 Spoons will take action if we consider your Website use to be unacceptable or in the event of any breach by you of the Terms and Conditions of Use (either directly or through a breach of any other terms and conditions or operating rules applicable to you). 3 Spoons may, but shall be under no obligation to, provide you with a warning prior to taking such action.

Assignment of Rights and Obligations

You may not assign these Terms and Conditions of Use or any of your rights and obligations hereunder to a third person without first obtaining the express written consent of 3 Spoons.

3 Spoons may assign its rights and obligations under these Terms and Conditions of Use which will inure to the benefit of our successors, assigns and licensees.

Governing Law

3 Spoons is a limited liability company formed under the laws of the state of Delaware and owns the Website. If you choose to access and/or use the Website, you do so on your own initiative with the knowledge that you are doing business with a Delaware limited liability company. These Terms and Conditions of Use are entered into, and all aspects of the relationship and dealings between you and 3 Spoons, shall be governed by and construed in accordance with the laws of the State of California, exclusive of its conflict of laws rules. If you are unwilling to have California law applied, do not use the Website.

Jurisdiction and Venue

You expressly agree and hereby submit to the exclusive personal jurisdiction and venue of the state and federal courts sitting in the County of San Francisco in the State of California, for any actions, claims, proceedings or disputes arising directly or indirectly out of, under or related to these Terms and Conditions of Use, your use of the Website, Menu Items, Ingredients and/or our Goods and Services. You also expressly agree to waive any jurisdictional, venue or inconvenient forum objections to such courts.

Attorney Fees

If any legal action, including but not limited to an action for declaratory relief, is commenced or prosecuted to enforce or interpret any term, covenant or condition of these Terms and Conditions of Use, the prevailing party will be entitled to reasonable attorneys’ fees, costs (including expert costs) and necessary disbursements in addition to any other relief to which that party may be entitled. This provision shall be construed as applicable to the entire Terms and Conditions of Use.

Entire Agreement

These Terms and Conditions of Use, along with the Terms and Conditions of Sale, our Privacy Policy and any materials expressly incorporated by reference constitute the entire and sole agreement between 3 Spoons and you with respect to the subject matter hereof and there are no other promised representations or warranties affecting it.

Severability

In the event that any portion of these Terms and Conditions of Use are held by a court or other tribunal of competent jurisdiction to be void or otherwise unenforceable, said portion shall be limited or eliminated to the minimum extent necessary so that these Terms and Conditions of Use will otherwise remain in full force and effect.

Waiver

The failure of either you or 3 Spoons to insist upon or enforce the strict performance of the other party with respect to any provision of these Terms and Conditions of Use, or to exercise any right under these Terms and Conditions of Use, will not be construed as a waiver or relinquishment to any extent of such party’s rights or remedies.

No Agency

You and 3 Spoons are independent contractors and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms and Conditions of Use.

Notices and Contact Information

3 Spoons may deliver notice to you under these Terms and Conditions of Use by posting a general notice on the Website, sending an email to your address on record with 3 Spoons or written communication delivered by first class U.S. postal mail to your mailing address on record with 3 Spoons.

You may give notice to 3 Spoons by using one of the following methods of communication:

Website: Selecting “Contact Us” from the Website’s navigation menu (located at the top of all pages within the Website) and then choosing the “Notice” heading from the list of email “Subject” options once at the “Contact Us” page

Email: Sending an email to customerservice@3spoons.com (for spam filtering purposes please include “NOTICE” in ALL CAPS in the subject line of your email)