INTRODUCTION

Welcome to City Joints, an online center of restaurant information and recommendations. By using the City Joints web site (the "Web site") you signify that you have read, understand and agree to be bound by these Terms of Use (this "Agreement"). We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice. If we do this, we will post the changes to these Terms of Use on this page and will indicate at the top of this page the Terms of Use's effective date. Your continued use of the Web site after any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to abide by these or any future Terms of Use, please do not use or access Web site. It is your responsibility to regularly review these Terms of Use.

DESCRIPTION OF SERVICE

Subject to full compliance with the Terms of Use, City Joints may offer to provide certain services and content. Services shall include, but not be limited to, any service and content City Joints performs for you, as well as the offering of any materials displayed or performed on the Site (including, but not limited to text, user comments, messages, information, data, graphics, news articles, photographs, images, illustrations, software, audio clips and video clips, also known as the "Content") on the Site. City Joints may change, suspend or discontinue the Services including any Content for any reason, at any time, including the availability of any feature or content. City Joints may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability.

YOUR REGISTRATION OBLIGATIONS

As a condition to using Services, you are required to register with City Joints and select a password and screen name ("City Joints Username"). You may not (i) select or use as a City Joints username a name of another person with the intent to impersonate that person; (ii) use as a City Joints username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a City Joints username a name that is otherwise offensive, vulgar or obscene. City Joints reserves the right to refuse registration of, or cancel a City Joints username in its discretion. You shall be responsible for maintaining the confidentiality of your City Joints password.

Services are available only to individuals who are at least 13 years old, whether acting on their own behalf or as an authorized employee or representative of a corporation or other business entity. If you do not so qualify, do not attempt to register for or use the Services.

USER CONDUCT

You understand that the Web site is available for your personal, non-commercial use only. As a condition of use, you promise not to use the Services for any purpose that is unlawful or prohibited by these Terms of Use, or any other purpose not reasonably intended by City Joints.

By way of example, and not as a limitation, you agree not to use the Services:

1. to abuse, harass, threaten, impersonate or intimidate other City Joints users;
2. to contribute any Content that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive or otherwise violates any law or right of any third party;
3. for any illegal or unauthorized purpose. If you are an international user, you agree to comply with all local laws regarding online conduct and acceptable content;
4. to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any City Joints user;
5. to create or submit unwanted email ("Spam") to any other City Joints users or any URL;
6. to violate any laws in your jurisdiction (including but not limited to copyright laws);
7. to submit descriptions or reviews linking to affiliate programs, multi-level marketing schemes, sites/blogs, or off-topic content;
8. With the exception of accessing RSS feeds, you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not:
1. take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure;
2. interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or
3. bypass any measures we may use to prevent or restrict access to the Site;
9. to create separate user accounts with the intention of artificially inflating the review count, or any other City Joints service.

City Joints may remove any Content and City Joints accounts at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all. To report Terms of Use abuse, please email: abuse@cityjoints.com

PROPRIETARY RIGHTS

You are solely responsible for the content, photos or profiles Content that you publish or display (hereinafter, "post") on the Service, or transmit to other Members (collectively the "Member Content"). You understand and agree that City Joints may review and delete or remove any Member Content that in the sole judgment of City Joints violate this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Members.

By posting Member Content to any part of the Web site, you automatically grant, and you represent and warrant that you have the right to grant, to City Joints an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, perform, display, reformat, translate, excerpt (in whole or in part) and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing.

All trademarks, logos, trade dress and service marks on the Web site are either trademarks or registered trademarks of City Joints or its licensors and may not be copied, imitated, or used, in whole or in part, without the prior written permission of City Joints.

COPYRIGHT POLICY

City Joints respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please email abuse@cityjoints.com.

LINKS TO OTHER WEBSITES

The Web site contains links to other web sites. City Joints is not responsible for the content, accuracy or opinions express in such web sites, and such web sites are not investigated, monitored or checked for accuracy or completeness by us. Inclusion of any linked web site on City Joints Web site does not imply approval or endorsement of the linked web site by City Joints. If you decide to leave the City Joints Web site and access these third-party sites, you do so at your own risk.

MEMBER DISPUTES

You are solely responsible for your interactions with other City Joints Members. City Joints reserves the right, but has no obligation, to monitor disputes between you and other Members.

PRIVACY

City Joints cares about the privacy of its members. Click HERE to view the Web site's Privacy Policy.

INDEMNITY

You will indemnify and hold harmless City Joints, its parents, subsidiaries, affiliates, customers, vendors, officers and employees from any liability, damage or cost (including reasonable attorneys. fees and cost) from (i) any claim or demand made by any third party due to or arising out of your access to the Site, use of the Services, violation of the Terms of Use by you, or the infringement by you, or any third party using your account or City Joints username, of any intellectual property or other right of any person or entity.

WARRANTY DISCLAIMERS

You acknowledge that City Joints has no control over, and no duty to take any action regarding: which users gain access to the Site; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release City Joints from all liability for you having acquired or not acquired Content through the Site. The Site may contain, or direct you to sites containing, information that some people may find offensive or inappropriate. City Joints makes no representations concerning any content contained in or accessed through the Site, and City Joints will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site. THE SERVICE, CONTENT, AND SITE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATION ON LIABILITY

EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT WILL GRUBURGE BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ALSO LOST PROFITS ARISING FROM YOUR USE OF THE WEB SITE OR THE SERVICE, EVEN IF GRUBURGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, GRUBURGE'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO GRUBURGE FOR THE SERVICE DURING THE TERM OF MEMBERSHIP.

TERMINATION

City Joints may terminate or suspend any and all Services and your City Joints account immediately, without prior notice or liability, if you breach any of the terms or conditions of the Terms of Use. Upon termination of your account, your right to use the Services will immediately cease. If you wish to terminate your City Joints account, you may simply discontinue using the Services. All provisions of the Terms of Use, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

MISCELLANEOUS

No agency, partnership, joint venture, or employment is created as a result of the Terms of Use and you do not have any authority of any kind to bind City Joints in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. City Joints shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond City Joints's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). If any provision of the Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms of Use shall otherwise remain in full force and effect and enforceable. The Terms of Use is not assignable, transferable or sub-licensable by you except with City Joints's prior written consent. City Joints may transfer, assign or delegate the Terms of Use and its rights and obligations without consent. The Terms of Use shall be governed by and construed in accordance with the laws of the state of Pennsylvania, as if made within Pennsylvania between two residents thereof, and the parties submit to the exclusive jurisdiction of the Superior Court of Philadelphia County. Notwithstanding the foregoing sentence, (but without limiting City Joints's right to seek injunctive or other equitable relief in any court of competent jurisdiction), any disputes arising with respect to this Agreement shall be referred to an arbitrator affiliated with JAMS. The arbitrator shall be selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, which arbitrators shall jointly select a third such arbitrator to resolve the dispute. The written decision of the arbitrator shall be final and binding on the parties. The arbitration proceeding shall be carried on and heard in Philadelphia, Pennsylvania using the English language and pursuant to the rules of JAMS. In any action or proceeding to enforce rights under the Terms of Use, the prevailing party will be entitled to recover costs and attorneys' fees. Both parties agree that the Terms of Use is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Terms of Use, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein.