Last Updated: March 4, 2020 

Website Usage!

Please read these Terms and Conditions of Service (“Terms”, “Terms and Conditions”) carefully before purchasing any services through [WEBSITE ADDRESS] and before using Nosh and Gather, operated by Nosh and Gather, LLC. (“Nosh and Gather”, “us”, “we”, or “our”).

USE OF THIS WEBSITE. By using or interacting with Nosh and Gather through this Website or with any tools, websites, applications or other electronic destinations accessible through this Website or  Nosh and Gather by  Nosh and Gather, you are agreeing to all of the provisions of these Terms and Conditions, the Privacy Policy of  Nosh and Gather and the terms of service or terms and conditions of any of the tools, websites, applications or other electronic destinations you access through this Website. 

IF YOU DISAGREE WITH THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THIS WEBSITE. 

UPDATED TERMS.  These Terms may be updated from time to time, at Nosh and Gather’s sole discretion. It is your responsibility, as the viewer or customer, to check these Terms regularly to see if any terms have changed, and to alert Nosh and Gather if you do not agree with the changes that have been made.  

INTELLECTUAL PROPERTY. This Website, its contents and services offered, are owned by or licensed to Nosh and Gather. Users have no legal rights to our Website content. You should assume that material contained on our Website, any services we offer and any tools, websites, applications or other electronic destinations accessible through this Website, are proprietary and either trademarked or copyrighted. 

DATE CHANGE.  In the event You are forced to change the date of the Services, reasonable effort will be made by Nosh and Gather to work with any third-party vendors and Nosh and Gather’s subcontractors to see if they can accommodate the new date. You agree that in the event of a date change, any expenses including, but not limited to, deposits and fees, which are non-refundable and non-transferable are Your sole responsibility. If Nosh and Gather is unable to accommodate this change, it may keep all fees paid to it by that date.

PHOTO RELEASE. You agree that Nosh and Gather may use any images from the Services for Nosh and Gather’s portfolio, advertising, website, blog and magazine submissions and any other means of promotion of Nosh and Gather. You waive any right to payment, royalties or any other consideration for the use of the images. You waive the right to inspect or approve the finished product, including written or electronic copy, wherein Your likeness appears. You agree to hold Nosh and Gather harmless and release and forever discharge it from all claims, demands, and causes of action which You, Your heirs, representatives, executors, administrators, or any other persons acting on Your behalf or on behalf of Your estate have or may have, by reason of this authorization. 

ELECTRONIC COMMUNICATIONS. Visiting [WEBSITE ADDRESS] or sending emails to Nosh and Gather constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

RESTRICTION ACCESS. Nosh and Gather reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Minnesota and you hereby consent to the exclusive jurisdiction and venue of courts in Minnesota in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

LIMITATION OF LIABILITY. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, ABSENT NOSH AND GATHER’S INTENTIONAL OR WILLFUL MISCONDUCT, NOSH AND GATHER’S MAXIMUM TOTAL LIABILITY FOR ANY CLAIMS, BREACHES OR DAMAGES BY REASON OF ANY ACT OR OMISSION, INCLUDING BREACH OF CONTRACT AND NEGLIGENCE, SHALL BE LIMITED SOLELY TO THE DOLLAR AMOUNT OF THE FEES PAID BY YOU TO NOSH AND GATHER UNDER THIS AGREEMENT. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, ABSENT NOSH AND GATHER’S INTENTIONAL OR WILLFUL MISCONDUCT,  NOSH AND GATHER SHALL NOT BE LIABLE FOR ANY CLAIMS FOR PUNITIVE DAMAGES, CONSEQUENTIAL DAMAGES, INDIRECT DAMAGES, PERSONAL INJURY OR SICKNESS, EMOTIONAL DISTRESS, MENTAL ANGUISH, LOST PROFIT, LOSS OF ENJOYMENT, LOST REVENUES AND/OR REPLACEMENT COSTS. NOSH AND GATHER IS NOT RESPONSIBLE FOR ANY DEFECTIVE PRODUCTS OR IMPERFECT RESOURCES PURCHASED ON YOUR BEHALF OR THAT NOSH AND GATHER PROVIDES THAT MAY NEGATIVELY IMPACT OR AFFECT THE SERVICES OR THAT CAUSE ANY TYPE OF INJURY, AND YOU WAIVE ANY RIGHT TO PURSUE ANY CLAIM, DEMAND OR CAUSE OF ACTION AGAINST NOSH AND GATHER FOR SUCH INJURY OR DAMAGE. NOSH AND GATHER IS NOT RESPONSIBLE FOR ANY VENDOR’S PERFORMANCE, OR LACK THEREOF, AND YOU EXPRESSLY AGREE TO WAIVE ANY CLAIMS, DEMANDS OR CAUSES OF ACTION AGAINST NOSH AND GATHER WITH RESPECT TO THE GOODS OR SERVICES OF ANY VENDOR, VENUE OR OTHER THIRD-PARTIES IDENTIFIED OR RECOMMENDED BY NOSH AND GATHER. THIS LIMITATION OF LIABILITY APPLIES TO YOU, ANYONE CLAIMING ON BEHALF OF YOU AND ANYONE CLAIMING BASED ON YOUR INJURIES OR DAMAGES, INCLUDING SUBROGATION CLAIMS. YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS REFLECT A FAIR ALLOCATION OF RISK AND THAT NOSH AND GATHER WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. ANY CLAIM AGAINSTNOSH AND GATHER MUST BE COMMENCED WITHIN ONE YEAR OF THE FACTS GIVING RISE TO THE CLAIM.

INDEMNIFICATION. You agree to indemnify, defend and hold harmless Nosh and Gather and its employees, agents, independent contractors, officers, directors, members and/or managers for any injury, property damage, liability, claim or other cause of action arising out of or related to Your Services, unless caused by the willful or intentional misconduct ofNosh and Gather. You agree to indemnify and hold harmless Nosh and Gather and its employees, agents, independent contractors, officers, directors, members and/or managers for any injury, property damage, liability, claim or other cause of action arising out of or related to the any of Your acts during the Services. 

FORCE MAJEURE. No Party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to, acts of God (such as hurricanes, earthquakes, flooding), fire, Government restrictions, wars, terrorist acts, insurrections and/or any other cause beyond the reasonable control of the Party whose performance is affected. Should Your Services be cancelled, postponed or otherwise adversely impacted as a result of a force majeure event, there shall be no refunds for payments already received by Nosh and Gather, but Nosh and Gather will use all reasonable efforts to work with You to deliver Services at a later date if necessary, subject to Nosh and Gather’s availability; a substitute representative may be present on Nosh and Gather’s behalf on any rescheduled date. 

NO IMPLIED WAIVER. The failure of any Party to require strict compliance with the performance of any obligations, terms and/or conditions of this Agreement shall not be deemed a waiver of that Party’s right to require strict compliance in the future or construed as consent to any breach of the terms of this Agreement.

MODIFICATIONS. Any modification or amendment to this Agreement requires the mutual consent of the Parties and must be made in writing and signed by all Parties. The Parties may modify or amend this Agreement by way of email, so long as all Parties provide proper acknowledgment of receipt of the email and indicate their acceptance of the revised terms of the Agreement by way of an electronic signature in the following form: “/s/ Party Name”. Email modifications shall not become binding until all Parties have complied with these requirements. 

NOTICES. Any notice or official communication provided for in this Agreement (such as notices of termination of the Agreement due to cancellation of the Services or Your change of heart regarding Nosh and Gather’s Services, or notices of postponement or date change) shall be via email, to the address You provided in your submission details. 

CONTROLLING LAW; JURISDICTION. The validity, construction and enforceability of this Agreement shall be governed in all respects by the laws of the State of Minnesota, and the Parties expressly agree that any dispute requiring resolution by a court shall be subject to the exclusive venue and jurisdiction of the state and federal courts serving Hennepin County, Minnesota. 

DISPUTE RESOLUTION. Any dispute or claim arising under or in any way related to this Agreement, with the exception of recovery by Nosh and Gather of any unpaid Fees or unreimbursed expenses from You (which may be recovered by Nosh and Gather via collections, small claims court action, or any other legal remedy available to Nosh and Gather), shall be submitted to neutral, non-binding mediation prior to the commencement of arbitration or any other proceeding before a trier of fact. (Both Parties would have to agree to arbitration.) The Parties to the dispute or claim agree to act in good faith to participate in mediation, and to identify a mutually acceptable mediator in Hennepin County, Minnesota. All Parties to the mediation shall share equally in its cost. If the dispute or claim is resolved successfully through the mediation, the resolution will be documented by a written agreement executed by all Parties. If the mediation does not successfully resolve the dispute or claim, the mediator shall provide written notice to the Parties reflecting the same, and the Parties may then proceed to seek an alternative form of resolution of the dispute or claim, as they wish. 

SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited. 

ASSIGNABILITY AND PARTIES OF INTEREST. No Party may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other Parties. Nothing in this Agreement, express or implied, will confer upon any person or entity not a Party to this Agreement, or the legal representatives of such person or entity, any rights, remedies, obligations, or liabilities of any nature or kind whatsoever under or by reason of this Agreement, except as expressly provided in this Agreement. 

ELECTRONIC SIGNATURES. By signing below, each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign such record, including facsimile or email electronic signatures, pursuant to the Minnesota Uniform Electronic Signatures Transactions Act (Minn. Stat. §325L.01 et seq.) as amended from time to time. 

ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements whether oral or written concerning the subject matter of this Agreement.

By ordering services through this website and accepting and acknowledging these terms upon purchase, you are agreeing to the terms herein.