User Agreement

PROGRAM TERMS ( MEMBERSHIP TERMS)

TERMS OF SERVICE AGREEMENT

This agreement (hereinafter, the "Agreement") between START FRESH FOODS, LLC D/B/A STARTFRESH.COM (hereinafter, "SF.COM", "us" or "we") and you sets forth the terms and conditions which govern your use of the SF.com website (hereinafter, the "Site") and/or the services (hereinafter, the "Services") thereon which are provided by SF.com.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SITE AND/OR SERVICES. BY ACCESSING OR USING THE SITE AND/OR SERVICES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. SF.com MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON NOTICE, WHICH MAY BE ACCOMPLISHED BY POSTING THE MODIFIED AGREEMENT ON THE SITE OR VIA EMAIL. YOUR USE OF THIS SITE AND/OR SERVICES FOLLOWING SUCH NOTICE SHALL BE DEEMED YOUR ACCEPTANCE OF SUCH CHANGES. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE OF THE SITE AND/OR THE SERVICES SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.

1. Limited License; Use of Services.

SF.com grants to you a limited personal, non-exclusive and non-transferable right and license to access the Site and use the Services thereon. Unless otherwise specified in writing, the Services are for your personal and non-commercial use.

SF.com Services may contain, without limitation, email services, bulletin and message boards, chat areas, forums, communities, calendars, and various other message communication applications.

2. Billing and Renewal Transactions and Policies.

Certain products or Services may be offered for sale on the Site. In the event you wish to purchase or to subscribe for any of these products or Services, you will be asked by SF.com or an authorized third party to supply certain information, including without limitation, your full name, address, telephone number and credit card information. You agree to provide SF.com or such third party with the foregoing information as well as any other mandatory information that is accurate, complete and current, and to comply with the terms and conditions of any agreement that you may enter into governing your purchase of the product or Service. You shall be responsible for all charges incurred through your account as well as for paying any applicable taxes. Your personal information is protected by Secure Socket Layer (SSL) encryption and by our Privacy Policy

If you open a subscription-based account with SF.com, you hereby agree to pay all charges to your account, including any applicable taxes, in accordance with billing terms in effect at the time the fee or charge becomes payable. SF.com reserves the right to change the amount of, or basis for determining, any fees or charges for Services we provide, and to institute new fees, charges or terms effective upon notice to subscribers. We reserve the right to terminate any account at any time for any reason.

Please note that we only accept credit card payments and do not accept debit card payments at this time. You agree to notify SF.com immediately in writing or via email CustomerService@StartFresh.com if you discover that the card number you provided to SF.com when you signed up for membership is actually a debit card number.

Automatic Renewal Terms
Your membership will be automatically renewed and your credit card will be automatically charged every twenty eight (28) days for as long as you remain a member. You agree that SF.com will not be obligated to send you any renewal or advance billing notices or confirmations that your credit card has been charged.

Your right to use the Service or a specific product is conditional upon our receipt of payment. If payment cannot be charged to your credit card or if a charge is refunded for any reason, including chargeback, we reserve the right to immediately and without notice, either suspend or terminate your access and account, thereby terminating this Agreement and all SF.com obligations hereunder. You are required to pay any amounts still owed to us at the time your account is suspended or terminated.

Membership dues are billed every twenty eight (28) days. Your credit card will be charged $49.95 for the first four weeks of your membership at the time of registration, and then $39.96 every twenty-eight (28) days thereafter. Cancel anytime to discontinue your membership. You can call 800-226-5000 Monday-Thursday 9:00 am to 4:00 pm to cancel. You can also email us at CustomerService@StartFresh.com with your request for cancellation. Cancellation becomes effective at the end of the then effective 28 day billing cycle.

If you are experiencing difficulty with the program or have questions, we will work efficiently to help you resolve your problems or concerns.

To contact us regarding any other customer service issue, or any concern involving what we've stated above, please do not hesitate to e-mail us through CustomerService@StartFresh.com at your convenience and we will reply as thoroughly and expeditiously as we can.

3. Prohibited Activities.

In connection with your use of the Site and/or the Services, you acknowledge and agree that you will not:

a. copy, reverse engineer, reverse assemble, otherwise attempt to discover the source code, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, software, products or services obtained through the Site or the Services;

b. access the Site or Services by any means other than through the standard industry-accepted or SF.com -provided interfaces;

c. transmit any message, information, data, text, software or image, or other content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable which may invade another's right of privacy or publicity;

d. impersonate any person or entity, including without limitation, a SF.com official, forum leader, chat room monitor, guide or host, or falsely state or otherwise misrepresent your affiliation with such a person or entity;

e. post or transmit any material that contains a virus or corrupted data;

f. use of any Site or Service's communications features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous postings of repetitive text);

g. post or transmit any unsolicited advertising, promotional materials, "junk mail", "spam," "chain letters," "pyramid schemes" or any other form of solicitation or any non-resume information such as opinions or notices.

h. register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any SF.com product or Service if you are not expressly authorized by such party to do so; or

n. use the Sites and/or the Services for any purpose that is unlawful or prohibited by these terms and conditions. You may not use the Site or the Services in any manner that could damage, disable, overburden or impair SF.com 's servers or networks, or interfere with any other user's use and enjoyment of the Sites and/or the Services. Furthermore, you may not attempt to gain unauthorized access to any of the Site, Services, accounts, computer systems or networks connected to SF.com through hacking, password mining or any other means.

DISCLAIMER

4. Professional Advice Disclaimer.

SF.com 'S SITE DOES NOT PROVIDE MEDICAL OR COUNSELING ADVICE. NOTHING STATED OR POSTED ON ANY SITES OR AVAILABLE THROUGH ANY SERVICES ARE INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL OR COUNSELING CARE. FOR PURPOSES OF THIS AGREEMENT, THE PRACTICE OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH CARE TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE. OUR SITES ARE CONTINUALLY UNDER DEVELOPMENT AND SF.com MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR CONTENT.

5. Disclaimer Regarding Links.

The links on any of the Site and/or Services will let you leave the particular Site or Service you are accessing in order to access a linked site (the "Linked Sites"). SF.com provides these links as a convenience, but we neither control nor endorse these Linked Sites. You acknowledge and agree that SF.com shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any of the links, content, goods or services available on or through the Linked Sites.

6. Disclaimer of Warranties.

THE SITES AND THE SERVICES, AND ANY CONTENT, TOOLS, PRODUCTS OR SERVICES DISPLAYED, ACCESSED OR OBTAINED ON OR THROUGH THE SITES AND SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE", AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SF.com AND ITS AFFILIATES, SUPPLIERS, AND AGENTS DO NOT WARRANT AND EXPRESSLY DISCLAIM THAT: (i) YOUR USE OF THE SITES AND/OR SERVICES AND ACCESS TO AND USE OF ALL OF THE TOOLS AND FEATURES THEREON WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, (ii) THAT ANY INFORMATION OBTAINED THEREIN IS ACCURATE, RELIABLE OR COMPLETE, (iii) THAT DEFECTS WILL BE CORRECTED, or (iv) THAT ANY SOFTWARE, SERVICES, SITES OR SERVER(S) ON WHICH THE SERVICES AND SITES ARE HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE SITES AND THE SERVICES AND ANY INFORMATION OR MATERIALS PROVIDED ON OR THROUGH THE SITES AND SERVICES ARE ENTIRELY AT YOUR OWN RISK.

MAINTENANCE

7. Message Boards and Chat Rooms.

SF.com may host message boards, chats and other public forums on its Site. Any user failing to comply with the terms and conditions of this Agreement may be expelled from and refused continued access to, the message boards, chats or other public forums in the future.

Information and content posted within these public forums may be provided by SF.com staff, SF.com 's outside contributors, or by users not connected with SF.com, some of whom may employ anonymous user names. SF.com expressly disclaims all responsibility and endorsement and makes no representation as to the validity of any opinion, advice, information or statement made or displayed in these forums by third parties, nor are we responsible for any errors or omissions in such postings, or for hyperlinks embedded in any messages. Under no circumstances will we, our affiliates, suppliers or agents be liable for any loss or damage caused by your reliance on information obtained through these forums. The opinions expressed in these forums are solely the opinions of the participants, and do not reflect the opinions of SF.com or any of its subsidiaries or affiliates.

8. Monitoring.

SF.com has no obligation whatsoever to monitor any of the content or postings on the message boards, chat rooms or other public forums on the Site. However, you acknowledge and agree that we have the absolute right to monitor the same at our sole discretion. In addition, we reserve the right to alter, edit, refuse to post or remove any postings or content, in whole or in part, for any reason and to disclose such materials and the circumstances surrounding their transmission to any third party in order to satisfy any applicable law, regulation, legal process or governmental request and to protect ourselves, our clients, sponsors, users and visitors.

Materials posted and/or uploaded to the various public forums may be subject to size and usage limitations. You are responsible for adhering to such limitations.

9. Accounts, Passwords and Security.

If any of the Sites or Services require you to open an account, you must complete the registration process by providing SF.com with current, complete and accurate information, as prompted by the applicable registration form. You acknowledge that by providing any information to SF.com which is untrue, inaccurate, not current or incomplete, SF.com reserves the right to terminate this Agreement and your continued access and use of the Site and/or the Services.

As part of the registration process, you will be asked to select a username and password. You are entirely responsible for maintaining the security and confidentiality of your account and password. FURTHERMORE, YOU ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL ACTIVITIES AND CONDUCT, WHETHER BY YOU OR ANYONE ELSE, THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. You agree to notify SF.com immediately of any unauthorized use of your account or any other breach of security. SF.com will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you may be held liable for any losses incurred by SF.com or another party due to someone else using your account or password.

CHILDREN

10. Dealings with Third Parties.

Your participation, correspondence or business dealings with any third party found on or through our Sites and Services, regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that SF.com shall not be responsible or liable for any loss, damage, or other matters of any sort incurred as the result of such dealings.

11. Proprietary Rights.

You acknowledge and agree that the Site and Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws, and are the sole property of SF.com or its licensors. You further acknowledge and agree that any content contained in advertisements or information presented to you through advertisers concerning SF.com or otherwise is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.

By sending or transmitting to us creative suggestions, ideas, notes, concepts, information, or other materials (collectively, " Submission Materials") or by posting such Submission Materials on the Sites, you hereby grant to us and our designees a worldwide, non-exclusive, sublicensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Submission Materials in any media now known or hereafter devised, for any purpose whatsoever, commercial or otherwise, without compensation to you, the provider of the Submission Materials. None of the Submission Materials disclosed or posted via message boards, chats or other public forums shall be subject to any obligation, whether of confidentiality, attribution, or otherwise, on SF.com 's part and we shall not be liable for any use or disclosure of any such Submission Materials.

12. Privacy.

SF.com 's policy with respect to the collection and use of your personally identifiable information is set forth at http://www.startfresh.com/ privacy. By accepting these Terms of Service, you acknowledge this policy.

13. Limitation of Liability.

NEITHER SF.com NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR SPONSORS ARE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO (i) THE USE OF OR INABILITY TO USE THE SITES OR THE SERVICES; (ii) ANY CONTENT CONTAINED ON THE SITES AND/OR THE SERVICES; (iii) STATEMENTS OR CONDUCT POSTED OR MADE PUBLICLY AVAILABLE ON THE SITES AND/OR THE SERVICES; (iv) ANY PRODUCT OR SERVICE PURCHASED OR OBTAINED THROUGH THE SITES; (v) ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY INFORMATION AVAILABLE ON THE SITES OR THE SERVICES; (vi) ANY DAMAGE CAUSED BY LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF ANY CONTENT ON THE SITES OR THE SERVICES, or (vii) ANY OTHER MATTER RELATING TO THE SITES AND/OR THE SERVICES. IN NO EVENT SHALL SF.com 'S TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT [INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE], STATUTORY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR USING ANY OF THE SERVICES OR THE SITES.

14. Indemnification.

You agree to indemnify, defend, and hold SF.com and its subsidiaries, affiliates, officers, directors, agents, co-branders or other partners, employees, and representatives harmless from and against any and all claims, damages, losses, costs or expenses (including reasonable attorneys' fees and disbursements) which arise directly or indirectly out of or from (i) your breach of this Agreement, (ii) any allegation that any materials that you submit to SF.com or post on any forums (e.g., message boards, chat rooms) infringe or otherwise violate the copyright, trade secret, trademark or other intellectual property rights of a third party, and (iii) your access or use of the Sites and/or the Services. This Section 17 shall survive in the event this Agreement is terminated for any reason.

15. Jurisdictional Issues.

SF.com makes no representation or warranty that the content and materials on the Sites and/or the Services are appropriate or available for use in locations outside the United States. Those who choose to access the Sites or use the Services from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent applicable. SF.com reserves the right, at any time in our sole discretion, to limit the availability and accessibility of the Sites and/or the Services to any person, geographic area, or jurisdiction we so desire, and to limit the quantities of any such Service or products that we provide.

16. Termination.

This Agreement shall remain effective until terminated in accordance with its own terms and conditions. You agree that SF.com, in its sole discretion, may terminate your password, account (in whole or in part), or use of the Sites or Services, and remove and discard any content within the Sites, at any time and for any reason. You agree that any actions taken under this Section 19 may be effective without prior notice to you. In the event of termination, however, those Sections in this Agreement which provide for continuing obligations on your part shall survive indefinitely.

17. General Information.

This Agreement constitutes the entire agreement and understanding between you and SF.com and governs your use of the Site and the Services, superseding any prior agreements between you and SF.com. This Agreement and the relationship between you and SF.com shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. You and SF.com irrevocably agree to submit to the personal and exclusive jurisdiction of the federal and state courts located within the county of New York, in the State of New York, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. The failure of SF.com to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severed herefrom and shall not affect the validity and enforceability of any remaining provisions. The section titles in this Agreement are for convenience purposes only and have no legal or contractual effect. This Agreement is not assignable, transferable or sub-licensable by you except with our prior written consent. However, we may assign this Agreement to any third party whom we choose without your consent. No waiver by SF.com of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default.