CITY SPOON TERMS OF SERVICE

These terms and conditions (the "Terms of Service") oversee your access to and use of CitySpoon's websites and mobile applications that link to or reference these Terms of Service (collectively, the "Service"). By accessing or using the Service, you are agreeing to these Terms of Service and concluding a legally binding contract with CitySpoon Inc. ("CitySpoon"). Do not access or use the Service if you are unwilling or unable to be bound by the Terms of Service.

1. Definitions

1. Parties

"You" and "your" refer to you, as a user of the Service. A "user" is someone who accesses, browses, purchases, spoons, forks or in any way uses the Service. "We", "us", and "our" refer to CitySpoon.

2. Content

"Content" means text, images, photos, audio, video, location data, and all other forms of data or communication. "Your Content" means Content that you submit or transmit to, through, or in connection with the Service, such as ratings, reviews, events, posts, purchases of vouchers, use of coupons, invitations, check-ins, messages, and information that you publicly display or displayed in your account profile. "User Content" means Content that users submit or transmit to, through, or in connection with the Service. "CitySpoon Content" means Content that we create and make available in connection with the Service. "Third Party Content" means Content that originates from parties other than CitySpoon or its users, which is made available in connection with the Service. "Site Content" means all of the Content that is made available in connection with the Service, including Your Content, User Content, Third Party Content, and CitySpoon Content.

2. Changes to the Terms of Service

We may adjust the Terms of Service from time to time. When we make alterations, we will inform you by making the revised versions available on this webpage, and indicate at the top of this page the date that revisions were last made. You should regularly see the Terms of Service on a regular basis as revised versions will be binding on you. Any such modification will be effective upon our posting of new Terms of Service. You understand and agree that your continued access to or use of the Service after any posted modification to the Terms of Service indicates your acceptance of the modification.

3. Translation

We may translate these Terms of Service into other languages for your convenience. The English version governs your relationship with CitySpoon, and any inconsistent translations among the different versions will be resolved in favor of the English version.

4. Equipment

End User shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of this Site and all charges related thereto. CitySpoon shall not be liable for any damages to the End User's equipment resulting from the use of this Site.

5. Using the Service

1. Eligibility

To access or use the Service, you must be 18 years or older and have the requisite power and authority to enter into these Terms of Service. You may also access in the future CitySpoon Kids if you're under 18 with parent or guardian permission. You may not access or use the Service if you are a competitor of ours, our enemy, or if we have previously banned you from the Service or closed your account.

2. Permission to Use the Service

We allow you permission to use the Service subject to the restrictions in these Terms of Service. Your use of the Service is at your own risk, including the risk that you might be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.

3. Site Availability

The Service may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability.

4. User Accounts

You must create an account and provide certain information about yourself in order to use some of the features that are offered through the Service. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason.

There are two types of accounts:

1. A "Personal User Account" is an account for your personal, non-commercial use only. In creating a Personal Account, we ask that you provide complete and exact information about yourself to underline your credibility as a contributor to the Service. You may not impersonate someone else (ea.: assume the identity of a celebrity, your next-door neighbor, or anyone else other than yourself), generate or use an account for anyone other than yourself, provide an email address other than your own, or create multiple Personal Accounts. If you use a pseudonym, take care to note that others may still be able to identify you if, for example, you include identifying information in your reviews, use the same account information on other sites, or allow other sites to share information about you with CitySpoon.

2. A "Business Account" is an account to be used solely for the purpose of representing your business in connection with the Service. In creating or updating a Business Account, you must be an approved representative of the business in question, and you must provide complete and accurate information about yourself and the business you represent, including an unobstructed photo of yourself to be displayed in connection with your Business Account. You may not provide an email address that is not your own. If you are no longer an authorized representative of the business in question, you must close your Business Account immediately.

5. Communications from CitySpoon and other Users

By creating an account, you agree to receive certain communications in connection with the Service. For example, you might receive notifications, deals, or friend requests from other Users. You will also receive our weekly e-mail newsletter about happenings in your neighborhood. You can opt-out of non-essential communications here

6. Content

1. Responsibility for Your Content

You alone are responsible for Your Content, and once published, it cannot always be withdrawn. You take responsibility for all risks associated with Your Content, including anyone's reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. You represent that you own, or have the essential permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by CitySpoon.

You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.

2. Our Right to Use Your Content

We may use Your Content in a number of different ways, including publicly displaying it, reformatting it, including it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms ("Other Media"). As such, you hereby irreversibly grant us world-wide, non-exclusive, royalty-free, sub licensable, transferable rights to use Your Content for any purpose. You also irreversibly grant the users of the Service and any Other Media the right to access Your Content in connection with their use of the Service and any Other Media. Finally, you irreversibly relinquish, and cause to be relinquished, against CitySpoon and its users any claims and assertions of moral rights or attribution with respect to Your Content. By "use" we mean use, copy, publicly perform or display, distribute, adjust, translate, and create derivative works of Your Content.

3. Ownership As between you and CitySpoon, you own Your Content. We own the CitySpoon Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate user review ratings, and all other elements and components of the Service excluding Your Content, User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world (the "IP Rights") associated with the CitySpoon Content and the Service, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not change, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the CitySpoon Content in whole or in part except as expressly authorized by us. Except as expressly and unmistakably provided herein, we do not grant you any express or implied rights, and all rights in and to the Service and the CitySpoon Content are retained by us. 4. Advertising CitySpoon and its licensees may publicly display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you. 5. Other We reserve the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion and without notice to you. For example, we may remove a review if we believe it violates our Content Guidelines. We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content.

7. Restrictions

We are under no obligation to administer the TOS on your behalf against another user. While we encourage you to let us know if you believe another user has violated the TOS, we reserve the right to investigate and take appropriate action at our singular discretion.

1. You agree not to, and will not assist or enable others to use the Service to: 1. Violate our Content Guidelines, for example, by writing a fake or defamatory review, trading reviews with other businesses, or writing a review that you were paid for either directly or indirectly by the business being reviewed; 2. Violate any third party's rights, including any breach of confidence, Bill of Rights, Amendment Rights, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; 3. Threaten, stalk, harm, sexually harass, or harass others, or promote bigotry or discrimination; 4. Promote a business or other commercial venture or event, or otherwise use the Service for commercial purposes, except in connection with a Business Account and as expressly permitted by CitySpoon; 5. Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Service's search results or any third party website; 6. Solicit personal information from minors, or submit or transmit pornography; or 7. Violate any applicable law. 2. You also agree not to, and will not assist or enable others to: 1. Violate the Terms of Service; 2. Modify, adapt, appropriate, duplicate, distribute, translate, make unoriginal works or adaptations of, publicly display, sell, trade, or in any way exploit the Service or Site Content (other than Your Content), except as expressly authorized by CitySpoon; 3. Use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Service or any Site Content; 4. Reverse engineer any portion of the Service; 5. Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Service or on any materials printed or copied from the Service; 6. Record, process, or mine information about other users; 7. Access, retrieve or index any portion of the Service for purposes of constructing or populating a searchable database of business reviews; 8. Reformat or frame any portion of the Service; 9. Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on CitySpoon's technology infrastructure or otherwise make excessive traffic demands of the Service; 10. Attempt to gain unauthorized access to the Service, user accounts, computer systems or networks connected to the Service through hacking, password mining or any other means; 11. Use the Service or any Site Content to spread any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, "Viruses"); 12. Use any device, software or routine that interferes with the proper working of the Service, or otherwise attempt to interfere with the proper working of the Service; 13. Use the Service to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Service or Site Content; or 14. Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of Site Content or features that enforce limitations on the use of the Service. The restrictions above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to them (even if permissible under applicable law) without providing 30 days' prior written notice to us here, together with any information that we may reasonably require to give us an opportunity to provide alternative remedies or otherwise accommodate you at our sole discretion.

8. Terms Of Purchases

1. Sale Conditions
Vouchers printed or used through mobile and wireless devices are promotional and may be purchased from participating merchants (the term "merchants" are divided through retail where it is a voucher for with a monetary value for item(s) of value e.g. clothing, electronics, etc. or "servicer" where a business offers a service. E.g. spas, auto repair, etc.) to be used in exchange for goods and services at a discount from their actual cost. By purchasing or ordering vouchers from merchants through CitySpoon you make an offer to purchase the Vouchers you have selected on the terms and conditions stated below. You are required to create an account in order to purchase any vouchers. The purpose of this is so we can provide you easy access to print orders, review past purchases, modify your preferences, and to ensure permissible use of the voucher. The voucher you purchase through CitySpoon is redeemable for goods and services by the Merchant. The Merchant is the seller of the goods and services. CitySpoon is the means of purchasing the voucher.

2. Terms and Conditions for Food and Beverage Specific Vouchers
This section refers Food and Beverage specific merchants as Restaurants, Nightclubs, Bars and any entity that offers food and//or beverages in their occupancy of business for sale available to purchasers of vouchers.
• Redemption frequency is determined by the merchants and will be contained in the Voucher offer on the CitySpoon site.
• Use of Food and Beverage Vouchers for alcoholic beverages is at the sole discretion of the merchant and is subject to the compliance with applicable law
• Vouchers cannot be combined with any other merchant voucher, third party coupons, certificates, or promotions unless specified by the merchant
• Food and Beverage Vouchers cannot be used for taxes tips or prior balances unless permitted by the merchant
• Valid for dine in only unless otherwise stated or sole discretion of merchant
• The issuing of credit is at the sole discretion of the merchant unless otherwise required by applicable law
• Neither CitySpoon or the merchant is responsible for lost or stolen vouchers or merchant voucher reference numbers
• Reproduction, sale or trade of Food and Beverage Specific vouchers is prohibited unless done so in compliance with applicable law
• Any attempted redemption not consistent with the terms and conditions will render the Food and beverage specific voucher void
• Void to the extent prohibited by law
• If you redeem the Voucher for less than its face value, you will only be entitled to a credit or cash from the merchant, equal to the difference between the face value and the amount you redeemed, if required by applicable law. You will only be entitled to a remaining redemption value as noted above if the amount that you paid for the Voucher exceeds the amount you redeemed. For example, if you paid $20 for a Voucher which entitles you to purchase $50 of product by May 1, 2011 and you make a purchase for $40 on April 30, 2011, you will only be entitled to a credit or cash equal to the difference between the $50 face value and the amount you redeemed from the Merchant (i.e., $10) if required by applicable law. You will not have any redemption value either because the amount you redeemed is more than what you paid for the Voucher.
• All purchases of Vouchers for Food and Beverage may have statutory limitations on the amount of the Voucher value that can be redeemed for alcoholic beverages. Compliance with state statutes or codes is the responsibility of the merchant. CitySpoon's only role in the transaction is a marketing representative for the merchant voucher. The applicability and compliance with any relevant statute or code is solely determined and concluded by the merchant and CitySpoon has no role in such determination or action on the part of the merchant. Contact the merchant for terms and conditions.

3. Terms and Conditions for Non Food and Beverage Merchant Vouchers
Defining non Food and Beverage merchants include: retail stores and applications, retail websites, services or service providers, attractions, music venues, theme parks, travel, and recreation.
• Merchant Vouchers may only applied to the merchandise, services, attractions, admission or tickets sold by the merchant and may not be applied to shipping or handling charges.
• Taxes applied to those vouchers are redeemed accordingly to merchant's discretion.
• Limit one voucher per redemption. Only one voucher can be used per order unless specified by merchant.
• The issuing of credit is the sole discretion of the merchant unless otherwise required by law
• CitySpoon or the merchant is not responsible for stolen or lost vouchers or voucher reference numbers.
• Any attempted redemption not consistent with the terms and conditions will render the voucher void
• Void to the extent prohibited by law
• Any attempted redemption not consistent with these terms and conditions will render the voucher null and void.
• Merchant Vouchers are subject to their own terms and conditions. Compliance with state statutes or codes is the responsibility of the merchant. CitySpoon's only role in the transaction is a marketing representative for the merchant voucher. The applicability and compliance with any relevant statute or code is solely determined and concluded by the merchant and CitySpoon has no role in such determination or action on the part of the merchant. Contact the merchant for any terms regarding travel, blackout dates, etc.

4. Additional Terms and Conditions for all CitySpoon Vouchers
All Vouchers are subject to terms and conditions of CitySpoon and participating merchants. The Merchants are the sellers of the goods, services, or attractions you are purchasing. The holder and the issuer of the Food and Beverage Specific Voucher are the Food and Beverage Establishment. The holder and issuer of the merchant voucher is the merchant. As holder and issuer of the voucher, the establishment is fully responsible for any and all injuries, illnesses, damages, claims, liabilities, and costs suffered by or in respect of a customer. If caused in whole or partly by the restaurant or merchant as well as for any unclaimed property liability arising from unredeemed vouchers or portions thereof. This also includes blackout days, cancellation of events due to accidents, rain, fire, flood, or any acts of God. You waive and release CitySpoon and its officers, directors, contractors, employees and agents from any claim, liabilities, damages, or injury arising from or relation to any act or oversight of the Merchant or Food and Beverage establishment in connection with a voucher or the services/ goods provided in connection as it relates to the compliance with applicable unclaimed property and other laws relating to the redemption of the vouchers or any portion thereof. The vouchers are redeemable in their entirety and on a one time basis only and may not be redeemed incrementally if purchased in bulk and used in accordance to merchant terms and conditions. According to applicable law, the merchant may be responsible for allowing you to redeem your voucher for the cash value based on the money you actually paid for your voucher, for a period of time that extends beyond the expiration date on the voucher. The expiration date on the voucher dictates the last date that you can use your voucher at the merchant establishment. The promotional offer stated with CitySpoon, applicable law may provide that the merchant is responsible for honoring the cash value that you paid for your voucher for a period of time past the expiration date stated in the voucher. You should be allowed to redeem the cash value or purchase price of your voucher up until the greater of the voucher's expiration date or the minimum length of time allowed by the applicable law for a voucher to expire. In the event of expired voucher and would the merchant allow the redemption of it, and we have instructed the merchant to do so. If the merchant refuses to redeem the cash value of your expired voucher and applicable law entitles you to redemption, then please contact CitySpoon and explain your situation in writing. CitySpoon will refund the purchase price of the voucher in US dollar amount or cred for purchases for future vouchers from CitySpoon.


9. Terms of Coupons

Coupons printed or used through mobile and wireless devices are promotional and may be redeemed from participating merchants (the term "merchants" are divided through retail where it is a voucher for with a monetary value for item(s) of value e.g. clothing, electronics, etc. or "servicer" where a business offers a service. E.g. spas, auto repair, etc.) to be used in exchange for goods and services at a discount from their actual cost. By redeeming coupons from merchants through CitySpoon you signed up as a member of CitySpoon so you have selected on the terms and conditions stated below. You are required to create an account in order to purchase any vouchers and print coupons. The purpose of this is so we can provide you easy access to print orders, review past purchases, modify your preferences, and to ensure permissible use of the voucher and coupon. The coupon you print or use electronically through CitySpoon is redeemable for goods and services by the Merchant. The Merchant is the seller of the goods and services. CitySpoon is the means of marketing for the merchant and providing the deals and coupons the merchants offer. The redemption of coupons printed from our site should be treated like vouchers and can be redeemed solely at the merchant's discretion regardless of Food and Beverage Merchant or Non Food and Beverage Merchant meaning any other entity. The coupons may fall under the same Terms as applicable to vouchers minus the monetary value due to coupons have none.

10. Guidelines and Policies

1. Content Guidelines You represent that you have read and understood our Content Guidelines. 2. Privacy You represent that you have read and understood our Privacy Policy. Note that we may disclose information about you to third parties if we have a good faith belief that such a disclosure is reasonably necessary to (i) take action regarding suspected illegal activities; (ii) enforce or apply our Terms of Service and Privacy Policy; (iii) comply with legal process or other government inquiry, such as a search warrant, subpoena, statute, judicial proceeding, or other legal process served on us; or (iv) protect our rights, reputation, and property, or that of our users, affiliates, or the public. If you use the Service outside of the United States, you consent to having your personal data transferred to and processed in the United States. 3. Copyright And Trademark Disputes Please see our Infringement Policy for information about copyright and trademark disputes.

11. Suggestions and Improvements

By sending us any ideas, suggestions, documents or proposals ("Feedback"), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, publish, distribute and sublicense the Feedback.

12. Third Parties

The Service may include links to other websites or applications (each, a "Third Party Site"). We do not control or endorse any Third Party Site. You agree that we are not responsible for the availability or contents of such Third Party Sites. Your use of Third Party Sites is at your own risk. Some of the services made available through the Service are provided in connection with third parties and subject to additional terms posted here which are incorporated herein by reference.

13. Indemnity

You agree to insure and hold CitySpoon, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party due to or arising out of (i) your access to or use of the Service, (ii) your violation of the Terms of Service, or (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. CitySpoon reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of CitySpoon. CitySpoon will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

14. Disclaimers and Limitations of Liability

PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF CITYSPOON AND ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS (COLLECTIVELY, THE "CITYSPOON INC. ENTITIES"). EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED.
1. THE SERVICE AVAILABLE IS MADE AVAILABLE TO YOU ON AN "AS IS" BASIS. YOUR USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK.
2. THE CITYSPOON INC. ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE CONDUCT OF THIRD PARTIES. ACCORDINGLY, THE CITYSPOON INC. ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER MISUSES YOUR CONTENT OR IDENTITY, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES LISTED ON THE SERVICE.
3. THE CITYSPOON INC. ENTITIES MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, AND REVIEWS, OR THE SAFETY OR SECURITY OF THE SERVICE. ACCORDINGLY, THE CITYSPOON ENTITIES ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF THE BUSINESS LISTINGS, RATINGS, OR REVIEWS, OR THE SAFETY OR SECURITY OF THE SERVICE.
4. THE CITYSPOON INC. ENTITIES SPECIFICALLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
5. YOU AS AN END USER SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.
6. THE CITYSPOON INC. ENTITIES' MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICE OR THESE TERMS OF SERVICE IS LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO THE CITYSPOON INC. ENTITIES IN CONNECTION WITH THE SERVICE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100.
7. THE CITYSPOON INC. ENTITIES DISCLAIM ALL LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) LOSS OF OR DAMAGE TO REPUTATION OF CITYSPOON INC. OR ANY THIRD PARTY, OR (v) LOSS OF INFORMATION OR DATA.

15. Choice of Law and Venue

Nevada law will govern these Terms, as well as any claim, cause of action or dispute that might arise between you and Claim (a "Claim"), without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN CLARK COUNTY, NEVADA.

16. Termination

1. You may terminate the Terms of Service at any time by closing your account, discontinuing your use of the Service, and providing CitySpoon with a notice of termination here. If you close your account, we may continue to display Your Content where it implicates other users.
2. We may close your account, suspend your ability to use certain portions of the Service, and/or ban you altogether from the Service for any or no reason, and without notice or liability of any kind. Any such action could prevent you from accessing your account, the Service, Your Content, Site Content, or any other related information.
3. In the event of any termination, whether by you or us, Sections 1, 5, 6, 10 - 14 of these Terms of Service will continue in full force and effect, including our right to use Your Content as detailed in Section 5.

17. General Terms

1. We reserve the right to modify, update, or discontinue the Service at our sole discretion, at any time, for any or no reason, and without notice or liability.
2. We may provide you with notices, including those regarding changes to the Terms of Service by email, regular mail or communications through the Service.
3. Except as otherwise stated in Section 9 above, nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.
4. The Terms of Service contain the entire agreement between you and us regarding the use of the Service, and supersede any prior agreement between you and us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms of Service.
5. Any failure on CitySpoon's part to exercise or enforce any right or provision of the Terms of Service does not constitute a waiver of such right or provision. 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.
6. If any provision of the Terms of Service is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms of Service shall otherwise remain in full force and effect and enforceable.
7. The Terms of Service are not assignable, transferable or sub licensable by you except with CitySpoon's prior written consent, but may be assigned or transferred by us without restriction. Any assignment attempted to be made in violation of the Terms of Service shall be void.
8. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect.

18. Sweepstakes Rules

"The Great Spoon Giveaway" – Official Rules

This promotion is not sponsored, endorsed or administered by, or associated with Facebook, Twitter, or WordPress. You understand that you are providing your information to CitySpoon Inc. and not to Facebook, Twitter, or WordPress. The information you provide will only be used for administering and communicating with you about CitySpoon Inc. and the CitySpoon Inc. promotion you are participating in.

Eligibility: CitySpoon's "The Great Spoon Giveaway" ("Giveaway") is open only to residents of the United States and the District of Columbia over the age of 18 with internet access during the giveaway and prize-award period. All employees of CitySpoon Inc. and their immediate family members, and household members are ineligible to participate in the giveaway. All applicable federal, state, and local laws and regulations apply. Giveaway is void where prohibited or restricted by law. Entry in the Giveaway constitutes your full and unconditional acceptance of these Official Rules.

NO PURCHASE NECESSARY. A PURCHASE WILL NOT IMPROVE YOUR CHANCES OF WINNING.

Giveaway Period: The giveaway entry period begins at 12:01 a.m. PDT on August 12, 2011 and ends at the discretion of CitySpoon Inc ("giveaway period").

To qualify as "registered User," individual must create a CitySpoon User profile at:
CitySpoon Registration Form. Once User profile is verified, User will be entered into giveaway. To qualify as "registered Vendor," individual must create a CitySpoon Vendor profile at https://secure.cityspoon.com/select_registration.php and upload in CitySpoon Events and/or CitySpoon Coupons Once Vendor profile and upload to CitySpoon Events and/or CitySpoon Coupons is verified, Vendor will be entered into giveaway. To qualify as a "registered Adverstiser," written agreement with CitySpoon Inc. to adverstise on CitySpoon must be completed by agreeing parties and approved by CitySpoon Inc.

All Winners will be randomly selected from entries properly submitted and timely received during the giveaway period.

Publicity: As a condition of entry into the giveaway, all prize winners must submit photograph of winner with gift certificate to be mailed to winner except where prohibited by law. CitySpoon Inc. reserves right to deny winner(s) prize if photograph is not submitted or deemed acceptable at the discretion of CitySpoon Inc. Each entrant and each winner by accepting a prize grants CitySpoon Inc. its affiliates, legal representatives, assigns and licensees, all right, title and interest in to publicize, broadcast, display and/or otherwise use the giveaway entrant's name, city, state, and biographical material (collectively, "Licensed Rights") in any media now or hereafter known throughout the world in perpetuity for advertising and publicity purposes, without additional review, compensation, permission, or approval of the winner except where prohibited by law. Where necessary, the winner agrees to execute and return an Affidavit of

Eligibility/Liability and Publicity Release within five (5) business days of attempted notification or the winner may be disqualified and an alternate winner selected.

Selection of Giveaway Winners/Odds: The potential prize winners will be selected in at random as giveaway criteria is met as stated in terms and conditions. Winner will be selected from entries received during the giveaway period. Odds of winning will depend on the number of eligible entries received during the giveaway period prior to drawing. The potential winner will be notified via email to the email address submitted with the potential winner's entry within (2) weeks after the drawing. The drawing will be conducted by CitySpoon Inc., the judge of the giveaway, whose decisions on all matters relating to the giveaway shall be final and binding. In the event that a potential winner is disqualified for any reason, CitySpoon Inc. may, in its sole discretion, award the applicable prize to an alternate winner selected at random. Any return of prize notification or prize email as undeliverable will result in forfeiture of any prize and an alternative winner may, at CitySpoon Inc.'s discretion, be randomly selected.

Prize: By entering giveaway, participants acknowledge CitySpoon Inc. is not responsible for compensation of prize(s) in the event that giveaway criteria is not met. No cash value. No substitutions allowed. Any additional expenses, of any nature, are solely the winner's responsibility.


1. For every 50 registered Users, one (1) User will be randomly selected to receive a $5.00 Visa/MC gift card.
2. For every 500 registered Users, one (1) User will be randomly selected to receive a $100.00 Visa/MC gift card.
3. For every 25 registered Vendors, one (1) Vendor will be randomly selected to receive a $5.00 Visa/MC gift card.
4. For every 250 registered Vendors, one (1) Vendor will be randomly selected to receive a $100.00 Visa/MC gift card.
5. For every 25 registered Advertisers, (1) Advertiser will be randomly selected to receive a $5.00 Visa/MC gift card.

General Rules: By entering or participating in the giveaway, participants agree to be bound by these official rules, and by the decisions of CitySpoon Inc., which are final and binding in all respects. Giveaway entities are not responsible for: (1) any incorrect or inaccurate information or technical failures of any kind, (2) unauthorized human intervention in any part of the entry process of the giveaway; or (3) any other computer, network, technical, human or other error, problem or malfunction that may occur in connection with the administration of the giveaway, the processing of entries, or the selection or notification of winners. If, for any reason, the giveaway is not capable of running as planned for reasons outside the control of CitySpoon Inc. which, in the sole opinion of CitySpoon Inc., may corrupt or affect the administration, security, fairness, integrity or proper conduct of the giveaway (or portion thereof), CitySpoon Inc. reserves the right, at its sole discretion, to cancel, terminate, modify or suspend the giveaway (or portion thereof). CitySpoon Inc. also reserves the right at its sole discretion to disqualify the entry of any individual found to be (a) tampering or attempting to tamper with the entry process or the operation of the giveaway or any website operated by the giveaway entities; (b) using any robotic, macro, automatic, programmed or like entry methods, which will void all such entries;

(c) violating these official rules or the terms of service, conditions of use, and/or general rules of any sponsor property or service; or (d) acting in an unsportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten, or harass any other person. Giveaway entities are not responsible for claims, injuries, losses or damages of any kind resulting, in whole or in part, directly or indirectly, from the awarding, delivery, acceptance, use, misuse, possession, loss or misdirection of the prize; participation in this giveaway or in any activity or travel related there to or from any interaction with, or downloading of, computer giveaway information.

Participant Obligations: By participating in the giveaway, you agree to be bound by these official rules and the decisions of CitySpoon Inc. By accepting the prize, the winner agrees to release and hold City Spoon Inc. and all and any partner(s) and their agents and affiliates harmless from and against any and all losses, damages, rights, claims, actions and liabilities of any kind in connection with the giveaway or receipt or redemption of the prize. The winner assumes all liability for any injury, death, or damage caused, or allegedly caused, by participating in the giveaway or use or redemption of the prize. Any disputes that may arise hereunder shall be governed in all respects by the laws of the State of Nevada without regard to the conflicts of laws principles of any jurisdiction. Venue with respect to any such disputes shall be had in the state and federal courts of the State of Nevada.

Personal Information: The personal information collected through the giveaway is subject to CitySpoon Inc. Privacy Policy, located at
CitySpoon Privacy by entering the giveaway, you agree to the use of your personal information as described in the above Privacy Policy.

RULES/WINNERS LIST REQUESTS: To obtain a copy of these official rules or for notification of the winners, send a self-addressed stamped envelope to: CitySpoon "The Great Spoon Giveaway" Official Rules/Winners List Request, 3975 Durango Drive. Suite 101, Las Vegas NV 89147. Requests for winners' lists must be received within thirty days after the end of the giveaway period.

SPONSOR: CitySpoon Inc. 3975 Durango Drive. Suite 101, Las Vegas NV 89147