Umami Terms and Conditions of Use

Adopted June 1st, 2014, Updated on 12/1/15

The following Terms and Conditions apply to and govern your use of Umami and any services offered through Umami (umami.site or thefifthflavor.com), including forums, personal profile pages, commentary pages, blogs, RSS feeds, food and restaurant reviews, newsletters, classes, products, and events, among other offerings (the "Services").

Your use of Umami and its Services signifies your agreement to be bound by these Terms and Conditions. You also agree to use Umami and its Services in a manner consistent with all applicable laws and regulations and in accordance with the Terms and Conditions outlined below and otherwise set forth on Umami.  If you do not agree to these Terms and Conditions, you may not access or use Umami or umami.site or the Services.

Please review Umami’s Privacy Policy

License to Use the Site
Umami grants you a limited, non-exclusive and non-transferable right to access, use and display Umami and the materials thereon, and use the Services, for your personal purposes only, provided that you comply fully with these Terms and Conditions. You shall not interfere or attempt to interfere with the operation of Umami or the Services in any way through any means or device, including but not limited to spamming, hacking, uploading computer viruses or time bombs, or by any other means.

Some areas of thefifthflavor.com (the “Site”) may require registration. By registering, accepting these Terms & Conditions you represent and warrant to Umami the following: (a) all of the information provided by you to Umami to enroll and participate in the Forums is correct and current; (b) you hold and will continue to hold the necessary rights, including but not limited to all copyrights, trademark rights and rights of publicity in the Submitted Content to enter into this Agreement and to grant the rights granted herein; (c) you are the creator of the Submitted Content you upload to the Site (or are specifically authorized to upload the Submitted Content by the copyright holder), and did not take any of its elements from a source such as another Web site, publication, recording, film, or video; (d) you have made any required payments to guilds, performing rights societies, or to any other body or group representing authors, composers, musicians, artists, and other participants in the production of the Submitted Content, or other entities having legal or contractual rights of any kind to payments as a result of distribution or exhibition of the Submitted Content; and (f) you have the legal right and authority to agree to, perform the acts required of you, and to grant the rights and licenses described in these Terms & Conditions.

Ownership Restrictions
Umami owns, controls, and licenses, or otherwise has the right to use and provide, thefifthflavor.com and all material thereon, including without limitation all text, images, articles, photographs, illustrations, audio and video clips contained therein (collectively, the "Site Material"). Umami is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyright laws, international conventions and other intellectual property laws. Umami Publications is the owner of the copyright in and to thefifthflavor.com and the Services, and the selection, coordination, arrangement and enhancement of each of them. You agree to abide by any and all copyright notices, rules and restrictions displayed therein.

Except as provided in these Terms and Conditions, you may not use, modify, republish, frame, print, display, perform, reproduce, license, transfer, sell, assign, post, transmit, distribute, reverse-engineer, create derivative works from, or otherwise exploit any of the Site Material or any part of thefifthflavor.com without the prior written consent of Umami Publications. You may download one (1) copy of Site Material for your personal use, provided that you maintain all copyright, attribution and other notices contained in such Site Material, including without limitation the trademarks and service marks of Umami and its affiliates or the copyright holder identified in the individual Site Material's copyright notice. You acknowledge that you do not acquire any ownership rights by downloading copyrighted material. You are responsible for complying with all applicable laws, rules and regulations regarding your use of any such downloaded Site Material. In the event of any permitted copying, redistribution or publication of material from Umami, you may not make any changes in or deletions of author attributions, trademarks, or copyright notices.

Umami’s logos are trademarks and/or service marks of Umami and may not be used without the permission of Umami. All rights reserved. Any other marks appearing on Umami are the property of their respective owners and may not be used without permission.

Changes to These Terms and Conditions
Umami reserves the right to change, modify, add or remove any portion of these Terms and Conditions, in whole or in part, at any time, in its sole discretion. Changes to these Terms and Conditions will be effective when posted. Your continued use of Umami after any changes to these Terms and Conditions are posted will be considered acceptance of those changes.

Changes to Umami
Umami shall have the right for any reason, in its sole discretion, to terminate, change, suspend or discontinue any aspect of Umami, including but not limited to the Site Material, Services features, or hours of availability.

You acknowledge and agree that Umami may preserve Communications and may also disclose Communications if authorized by you, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms and Conditions and/or the Privacy Policy; (c) respond to claims that any Communication violates the rights of any third party; and/or (d) protect the rights, property, or personal safety of Umami, its users and/or the public.

Monitoring, Editing and Disclosure of Communications
You agree that Umami has the right, but not the obligation, to monitor Communications posted by you or others at any time in its sole discretion, and for its own purposes (including its efforts, to assure compliance with these Terms and Conditions and any other operating rules that Umami may establish from time to time). Notwithstanding this right, Umami does not and cannot review all Communications, and Umami is not responsible for any Communications. Umami reserves the right at all times to edit, disclose, refuse to post, request removal of, or remove any Communication as may be necessary to comply with any law, regulation or government or agency request, or if, in Umami’s sole discretion, such Communication is in violation of these Terms and Conditions or is otherwise objectionable.

Umami expressly disclaims any liability for any the Communications of third parties. You acknowledge and agree that Umami shall have the right (a) to include any third-party Communications in Umami’s content and in any and all forms of advertising, promotion, and publicity for Umami, and (b) to broadcast and otherwise exploit your Communications, either together with or without comments by third parties, in any manner and in any media, whether now existing or hereafter developed.

Umami’s Rights in Materials Provided by Users
Umami welcomes your comments. However, any and all Communications provided by you to us may be included in a database owned by Umami and its subsidiaries and affiliates, and in which we possess all rights and interest, including but not limited to, a compilation copyright. We reserve the right to use any Communication you provide to us, or any information or materials contained therein or that we otherwise obtain through your use of Umami, in any manner and to the fullest extent permitted by law.

By using Umami, you grant to Umami Publications, LLC a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use (including use for promotional and advertising purposes), copy, license, sublicense, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit any Communications that you post, and any ideas or original materials contained in such communications, in all media now known or hereafter developed. This grant shall include the right to exploit any and all proprietary rights in such Communications, including without limitation any and all rights under the copyright, trademark, service mark or patent laws of any relevant jurisdiction. You waive all rights you may have to inspect and/or approve of any use by Umami of any material or idea submitted by you in any Communication, or to receive any compensation for such use. You waive all right to assert any claim against Umami for any alleged or actual infringement of any proprietary right, right of privacy or publicity, moral rights, or right of attribution in connection with such Communications. You agree and understand that Umami has no obligation to use any material or ideas submitted by you in any Communication in any way whatsoever.

No Responsibility for Transmitted Material
You acknowledge that transmissions to and from Umami are not confidential, and to that extent your Communications may be read or intercepted by others. You acknowledge that by submitting any Communication to Umami, no confidential, fiduciary, contractually implied or other relationship is created between you and Umami or any Umami Publications, LLC affiliate or subsidiary, other than pursuant to these Terms and Conditions. Umami shall not be responsible for the payment of any amounts to any party in connection with Umami's use of Communications submitted by you.

Copyright Complaints
Umami respects the intellectual property of others, and we ask our users to do the same. Umami may, in appropriate circumstances and at its unfettered discretion, terminate the access of users, subscribers and account holders who infringe the intellectual property rights of others.

If you believe that your work has been copied and made accessible on Umami or any of the Services in a way that constitutes copyright infringement, or that Umami contains links or other references to another online location that contains material or activity that infringes your copyright rights, you may notify Umami by providing the information required under the Online Copyright Infringement Liability Limitation Act (a section of the Digital Millennium Copyright Act, the “DMCA”), 17 U.S.C. Section 512, to Umami’s copyright agent, the Site Administrator. Click here to contact the Site Administrator.

To file a notice of infringement, you must provide a written notice that includes each of the following items:

— Detailed identification of the copyrighted work that you believe has been infringed;

— Detailed identification of the material you claim infringes this copyrighted work;

— Information reasonably sufficient to permit Umami to contact you (e-mail address is preferred);

If we receive a notice of infringement from you, we will contact the allegedly infringing user and give that user an opportunity to respond to your notice, pursuant to the requirements of the DMCA.

Indemnification
You shall indemnify, defend and hold harmless Umami, its affiliates, and all of their respective officers, directors, owners, agents, employees, Site Material providers, licensors and licensees (collectively, the "Indemnified Parties") from and against any and all losses, damages, liabilities, and claims and all fees, costs, expenses, of any kind related thereto (including, without limitation, reasonable attorneys' fees) incurred by the Indemnified Parties in connection with any claim arising out of, based upon or resulting from your use of Umami or its Services, including but not limited to any Communications attributable to you. Umami reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any matter without the written consent of Umami.

Links to Other Web Sites
Umami contains links to third party sites and resources (the "Linked Sites"). Unless otherwise noted, links to and from any Linked Site do not constitute an endorsement by or association with Umami or any of its subsidiaries and affiliates of any third party resources or their contents. Links do not imply that Umami or Umami's sponsors are affiliated or associated with, or are legally authorized to use, any trademark, trade name or logo displayed in or accessible through the links, or that any Linked Sites are authorized to use any trademark, trade name, logo or copyright symbol of Umami or any of its affiliates.

You should direct any concerns regarding any Linked Site to such Linked Site's site administrator or webmaster. Umami does not represent or endorse the accuracy or reliability of, and expressly disclaims, any advice, opinion, statement, or other information displayed or distributed through any Linked Site. You acknowledge that any reliance upon any opinion, advice, or information displayed on or otherwise available through any Linked Site shall be at your sole risk.

Disclaimer of Warranties and Damages; Limitation of Liability
Umami, including all Services, content, functions, materials, and information made available on or accessed through Umami, is provided as an “as is,” “as available basis” without representation or warranties of any kind whatsoever.

Umami does not warrant that Umami or any of its services will be uninterrupted, error-free, or free of viruses and other harmful or that defects will be corrected. Umami does not warrant or represent the accuracy or reliability of thefifthflavor.com or the content thereof, the services used on or accessed through thefifthflavor.com or any other products or services, hypertext links to third-party web sites.

Umami shall not be liable for any breach of security associated with the transmission of sensitive information through Umami or any linked site, including but not limited to session ID data, or for any other reason arising from the use of Umami or its services, under direct or indirect circumstances, including but not limited to Umami’s negligence.

If you are dissatisfied with Umami or any of the services offered, your sole remedy is to discontinue using Umami and/or the Services.  Certain content may be considered objectionable or inappropriate by some individual users.  Therefore, each user must exercise their discretion in using and allowing minors or others to use Umami.

Under no circumstances shall Umami or its subsidiaries, affiliates, advertisers or content providers be liable for any special, incidental, indirect, exemplary, or consequential damages that are directly or indirectly related to the use of, or the inability to use, Umami’s content, materials, and functions, including without limitation loss of revenue or anticipated profits or lost business, even if the claimant entity or an authorized representative thereof has been advised of the possibility of such damages.

You agree that any claim or cause of action arising out of your use of Umami or any services must be filed within one year after such claim or cause of action arose, or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary.

Passwords
To use certain features of Umami, you may need a username and password, in which event will be created through a registration process. You will be responsible for maintaining the confidentiality of any such password and account, and responsible for all activities that occur under your password and account. You agree to notify us immediately of any unauthorized use of such password or account, or any other breach of security, and to make sure that you exit from your account at the end of each online session. Umami cannot and will not be liable for any loss or damage arising from your failure to protect any password or account information.

Notice to Users Outside the United States and Canada
Umami makes no representation that Umami or the Services are appropriate or available for use in locations other than the United States and Canada, and the European Community. Those who choose to access Umami from locations outside of the U.S., Canada or the European Community do so upon their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

General Provisions
These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to conflicts of laws provisions. The sole and exclusive jurisdiction for any action or proceeding arising out of or related to these Terms and Conditions, or the use of Umami or any its Services, shall be an appropriate State or Federal court located in Hennepin County in the State of Minnesota, and you hereby irrevocably consent to the jurisdiction of such courts. If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions, or portion thereof, to be unenforceable, such provision shall be enforced to the maximum extent permissible so as to give effect to the intent of these Terms and Conditions, and the remainder of these Terms and Conditions shall continue in full force and effect. The section headings used herein are for convenience only and shall not be accorded any legal significance.

Acknowledgement
You acknowledge (a) that you have read and understood these Terms and Conditions; and (b) that these Terms and Conditions have the same force and effect as a signed agreement.

Contacting Umami
If you have any questions regarding these Terms and Conditions and/or our Sites in general, please feel free to contact us at: [email protected].

These Terms and Conditions are effective as of June 1, 2014