These Terms of Use along with any additional terms and conditions that are referenced herein or that are presented elsewhere on the Sites (as defined below) in relation to a specific service or feature (collectively, "Terms of Use") and the Cafe Rio Privacy Policy, set forth the terms and conditions that govern your use of Cafe Rio, Inc.’s (“Cafe Rio”) current and future online and mobile websites, platforms, services, applications (including the Cafe Rio App (as defined below)), and networks owned or operated by Cafe Rio, including without limitation, caferio.com and/or for which Cafe Rio currently or in the future provides services and/or technology (the "Site" or "Sites"). Please take the time to read the full Terms of Use. You accept and agree to be bound by these Terms of Use when you use any of the Sites, including without limitation, when you view, post, or access content or videos on any of the Sites.  If you do not agree to these Terms of Use you should not access or use the Sites.  Your breach of any obligations under these Terms of Use may result in immediate suspension or termination of your access to the Site.   

  1. General Rules.
    1. Governing Terms. Governing Terms. Cafe Rio may terminate or suspend these Terms of Use at any time without notice to you. Without limiting the foregoing, Cafe Rio shall have the right to immediately terminate Your Account (as defined below) and/or use of the Sites in the event of any conduct by you that Cafe Rio, in its sole discretion, considers to be unacceptable, or in the event of any breach by you of these Terms of Use. The material provisions of these Terms of Use shall survive termination of these Terms of Use.
    2. Changes to Terms of Use. Changes to Terms of Use. Cafe Rio may modify the Terms of Use, or any part thereof, or add, change, or remove terms at any time, and such additions, changes, deletions, or other modifications are effective immediately upon posting. Your use of the Site after such posting shall be deemed to constitute acceptance by you of such additions, changes, deletions, or other modifications.
    3. Changes to Site. Changes to Site. Cafe Rio may change or discontinue any aspect, service or feature of the Site at any time, including, but not limited to, content, hours of availability, and equipment needed for access or use.
    4. Equipment. You are responsible for obtaining and maintaining all connectivity, computer software, hardware and other equipment needed for access to and use of the Site and all charges related to the same.
  2. Online Ordering.
    1. Order Placement.  For certain Cafe Rio locations, you may place orders online through Your Account for Cafe Rio menu items.  All menu items may not be available at all locations.  The Cafe Rio location selected by you when you place your order is responsible for fulfilling your order and for communicating with you regarding your order.
    2. Payment and Billing.  Prices and fees will be identified as you place your order.  The full cost of all items will be paid for using the credit or other payment card information provided at the time of placing the order.  You acknowledge and agree to assume all liability for any order placed using Your Account and authorize Cafe Rio to charge the amount specified at the time of the order using such payment information provided and agree to pay the full cost for all items, regardless of whether you actually receive the items.
  3. Cafe Rio Content; Trademarks; Copyrights; Other Intellectual Property.
    1. Property of Cafe Rio. Except as explicitly provided in these Terms of Use, nothing herein shall be construed as granting or conferring on you any license or right, by implication, estoppel or otherwise, under any law (whether common law or statutory), rule or regulation, including, without limitation, those related to copyright or other intellectual property rights. You acknowledge and agree that title, ownership and all rights (including intellectual property rights) in and to the content of, and materials published on, the Sites are and shall remain the property of Cafe Rio (or such other third party that may have granted Cafe Rio rights in such content).
    2. Among others, Cafe Rio and Cafe Rio Mexican Grill are registered trademarks of Cafe Rio, Inc. All of Cafe Rio's trademarks, service marks, and trade names, and the goodwill associated therewith shall remain the sole and exclusive property of Cafe Rio and, except as otherwise explicitly provided in these Terms of Use, may not be used by you without the express prior written consent of Cafe Rio.
    3. All content published, provided, and distributed by Cafe Rio are protected by copyright pursuant to U.S. and international copyright laws. Except as explicitly provided in these Terms of Use or with the express prior written consent of Cafe Rio (which may be granted or withheld in Cafe Rio's sole and absolute discretion), you may not modify, publish, republish, transmit, retransmit, reproduce, participate in the transfer or sale of, reproduce, create new works from, distribute, perform, display, or in any way exploit or otherwise use, any of the content of the Sites, including any images contained in the content of the Sites, including but not limited to downloading or using content as stand-alone files, software or other computer-readable or computer-executable code, in whole or in part (collectively, the "Use Restrictions"). To the extent any action or use constituting a violation of the Use Restrictions is otherwise explicitly permitted or authorized pursuant to these Terms of Use, such authorization is not intended to and shall not vest in you any ownership interests or other rights of any kind beyond those expressly granted herein. Unauthorized use of the Site, including usage of the Site in violation of the Use Restrictions, shall be a material breach of these Terms of Use and may subject you to legal action. You agree to abide by any and all additional copyright notices or restrictions contained in any content accessed via the Site.
    4. Digital Millennium Copyright Act ('DMCA') Notice. he Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you have a good faith belief that materials hosted by Cafe Rio infringe your copyright, you (or your authorized representative) may send Cafe Rio a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly being infringed upon; (b) identification of the copyrighted work claimed to have been infringed upon (or if multiple copyrighted works located on the Site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Cafe Rio to locate the material on the Site; (d) the name, address, telephone number, and e-mail address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed with Cafe Rio against you, the DMCA permits you to send Cafe Rio a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.copyright.gov for details. Notices and counter-notices with respect to the sites should be sent to Cafe Rio, Inc., Attn: Legal Counsel, Kirton McConkie, 1800 World Trade Center, 60 E. South Temple, Salt Lake City, UT 84111, termsofuse@caferio.com.  Cafe Rio suggests that users consult their legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA. It is Cafe Rio's policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others.
  4. User Content and Use of Sites.
    1. Interactive Site Areas. The Site may contain comments sections, discussion forums or threads, or other social media and interactive features (collectively "Interactive Areas") in which you may post, publish, link, or upload user-generated content, including but not limited to comments, video, photos, messages, other materials or items (collectively, "User Content"). You are solely responsible for your use of any Interactive Areas and you use them at your own risk. Through your use of Interactive Areas, you may be exposed to content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, or other unwanted interactions.  By using Interactive Areas, you assume all associated risks.

Interactive Areas are available for individuals aged 18 years or older. By submitting User Content to an Interactive Area, you represent that you are 18 years of age or older or, if you are under the age of 18, that you either are an emancipated minor, or have obtained the legal consent of your parent or legal guardian to enter into these Terms of Use, submit content, view content, interact on the Site, and are able to comply with the Terms of Use, which forms a binding contract between you and Cafe Rio.    You understand and agree that with respect to any User Content, Cafe Rio and the Site act merely as a passive conduit for any and all communication and/or distribution of information, and Cafe Rio does not control the User Content. Cafe Rio cannot and will not evaluate, and shall not be responsible for, the accuracy, reliability, completeness, veracity or suitability of any User Content or for verifying the identity of anyone posting, publishing, or uploading User Content. While Cafe Rio will endeavor to monitor User Content, and flag and/or remove User Content which Cafe Rio finds unsuitable (as determined in its sole and absolute discretion), Cafe Rio shall be under no obligation to do so and shall have no liability to any individual or entity for failure to monitor or remove any User Content. Prior to being granted access to post, publish, link, or upload User Content, individuals may be required to input or provide certain data or information, including but not limited to their name, email address, or other identifying information which may be displayed in connection with their User Content.
Cafe Rio may, in its sole discretion, to remove, edit, or otherwise alter User Content.  Cafe Rio retains and reserves the right, in its sole discretion, to discontinue, freeze, remove, terminate, or otherwise restrict Your Account or User Content for any reason whatsoever.

    1. User Rules of Conduct
    2. License Granted to Cafe Rio to User Content. By submitting User Content to the Site, you automatically grant Cafe Rio and any of its subsidiary and/or parent companies, the royalty-free, perpetual, irrevocable, non-exclusive right and license, but not the obligation, to use, publish, reproduce, modify, adapt, edit, translate, create derivative works from, incorporate into other works, link, distribute, sub-license and otherwise exploit such User Content (in whole or in part) worldwide in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such User Content, without payment to you or to any third parties. You further grant Cafe Rio the right, but not the obligation, to pursue at law any person or entity that violates your or Cafe Rio's rights in the User Content by a breach of these Terms of Use.
  1. Third Party Sites.  Certain aspects of, or links contained on, the Site may link to websites, social media, or services operated by parties other than, and unaffiliated with, Cafe Rio. Such links are provided for convenience only. Cafe Rio does not control such third-party websites or social media and is not responsible for any content thereon, including with respect to any comments posted on such third-party websites or social media. Cafe Rio's inclusion of links to such third-party websites and/or social media does not amount to or imply any endorsement or warranty of the material on such sites or media or any association with their owners or operators. You agree that Cafe Rio is not responsible for any such third-party websites or social media and services or any content thereon and agree to hold Cafe Rio harmless from any and all claims or liability arising from your use of such third-party websites, social media, or services. Any concerns or questions related to third-party websites or social media should be directed to the webmaster or other appropriate contact person for such third party.
  2. Gift Cards.
    1. Redeeming Gift Cards. Cafe Rio gift cards are redeemable at any participating Cafe Rio restaurant in the United States. For a list of participating restaurants contact Cafe Rio at (801) 441-5000. After entering your gift card during checkout, the balance will immediately be deducted from the order total. If your purchase exceeds the amount of the gift card, you will need to pay the balance. When redeeming online or by telephone, this balance must be paid by credit card.
    2. Expiration.
    3. . Cafe Rio gift cards never expire.
    4. Viewing Your Balance
    5. Returns.Gift cards cannot be returned or cancelled after purchase.
    6. Lost or Stolen Gift Cards. Gift cards cannot be replaced if lost or stolen without proper proof of purchase.
    7. Fraud. Cafe Rio reserves the right to refuse, cancel, or hold gift cards and orders for suspected fraud, for cards mistakenly issued in an incorrect denomination or for other violations of these Terms of Use.
    8. Reloading Value. You can reload your gift card at any participating Cafe Rio restaurant in the United States.
    9. Miscellaneous. Gift cards may be purchased at www.caferio.com, participating Cafe Rio restaurants nationwide or via phone from the Cafe Rio corporate office at (801) 441-5000. Coupons and/or Rewards Points (as defined below) may not be used to purchase gift cards.

No taxes are charged on the purchase of gift cards. Applicable taxes are charged when gift cards are redeemed.
Gift cards may not be resold. Gift cards purchased though any unauthorized resellers, e-bay or other internet auction sites are not guaranteed by Cafe Rio. Information that you provide when purchasing a gift card is subject to Cafe Rio's Privacy Policy.
Information that you provide when purchasing a gift card is subject to Cafe Rio's Privacy Policy.

  1. Mobile Gift Card and Rewards Program.
    1. Cafe Rio Rewards Program. Cafe Rio Rewards Program. The Cafe Rio mobile application (the "Cafe Rio App") may be used to participate in our Rewards Program. You must use Your Account (as defined below) to log into the Cafe Rio App and to be able to earn "Rewards Points." You may earn one (1) Reward Point for every one (1) dollar you spend on Cafe Rio menu items. Rewards Points are rounded up or down to the nearest dollar. Every one hundred (100) points you earn will unlock $10.00 worth of credit that may be used on Cafe Rio menu items. You may not earn Rewards Points on the full price of discounted items (however, Rewards Points may be earned on the remaining balance after a discount is applied), sales tax, transactions using your Rewards Points, or gift card purchases or reloads. Reward Points have no cash value, are not redeemable for cash and are not transferable.

 

    1. Redeeming Your Mobile Gift Card and Reward Points. Your Cafe Rio mobile gift card and Rewards Points are redeemable at any participating Cafe Rio restaurant in the United States. For a list of participating restaurants, contact Cafe Rio at (801) 441-5000. You may redeem your mobile gift card and/or Reward Points by presenting your Cafe Rio App with associated QR upon checkout. The balance will immediately be deducted from the order total. If your purchase exceeds the amount stored on your mobile gift card and/or Rewards Points, you will need to pay the balance. When redeeming online or by telephone, this balance must be paid by credit card. Rewards Points may not be redeemed for catering services.
    1. Expiration. Your Rewards Points will expire if you have earned 99 Rewards Points or less and there has been no activity on your Cafe Rio App account for a period of 180 calendar days (i.e., you do not earn or redeem any Rewards Points for a 180-day period). If you have earned 100 Rewards Points or more, your Rewards Points will be banked and they will not expire.

 

    1. Viewing Your Balance and Tracking Rewards Points. You may check the available balance on your mobile gift card and track your Rewards Points by logging into the Cafe Rio App.  The Cafe Rio App home page will display your Rewards Points. You can check the balance of your mobile gift card by visiting the Gift Card Menu within the Cafe Rio App. Any remaining balance on your mobile gift card can be used for future purchases. Balances cannot be redeemed or exchanged for cash, except where required by applicable law.
    1. Returns. Mobile gift cards cannot be returned or cancelled after purchase.

 

    1. Lost or Stolen Mobile Gift Cards and Forgotten Passcode. Mobile gift cards cannot be replaced if lost or stolen without proper proof of purchase. If you forget your 4-6 digit security passcode to access your mobile gift card or Rewards Points, you can use the "Forgot Passcode" option within the Cafe Rio App and receive an e-mail with instructions on how to update your security passcode. You must know your username to login into the Cafe Rio App to redeem your mobile gift card or Rewards Points. Cafe Rio is not responsible for forgotten usernames.
    1. Fraud

 

    1. Reloading Value. You can reload your mobile gift card through the Cafe Rio App using the "Reload" option. Mobile gift cards may only be reloaded through the Cafe Rio App using a credit card.

 

      1. Miscellaneous. Coupons or Rewards Points may not be used to purchase mobile gift cards. Mobile gift cards may be purchased through the Cafe Rio App. No taxes are charged on the purchase of mobile gift cards. Applicable taxes are charged when mobile gift cards are redeemed. Mobile gift cards may not be resold. Mobile gift cards purchased though any unauthorized resellers, e-bay or other internet auction sites are not guaranteed by Cafe Rio. Information that you provide when purchasing a mobile gift card or when earning or redeeming Rewards Points through the Cafe Rio App is subject to the Cafe Rio Privacy Policy and PUNCHH PUNCHH.
  1. Accounts, Security, and Privacy.
    1. You may be given the opportunity to register online to create a user account ("Your Account") that may allow you to receive information from Cafe Rio and/or to participate in certain features on our Site, including the Cafe Rio App and Interactive Areas.  As part of the creating Your Account, you will be required to provide Cafe Rio with certain registration information, all of which must be accurate and updated, and which may include, without limitation, an authorized contact person's name; business address; business phone number; facsimile number; e-mail address; etc.
    2. Cafe Rio is committed to protecting your privacy and will use the information you provide in accordance with the Cafe Rio Privacy Policy. Cafe Rio uses the information it collects about clients to enhance the quality of the services that it provides. Technologies are rapidly changing as are the services that Cafe Rio offers. Therefore, these policies are subject to change. By using the Site, you consent to the collection and use of this information by Cafe Rio. Sometimes, Cafe Rio may request that you verify the information collected, either by sending you an e-mail to check an online database or by mail, facsimile or telephone. Cafe Rio does not sell, trade, or rent its subscribers' personal information to others. Cafe Rio may provide aggregate statistics about its customers, sales, traffic patterns, and related site information to others, but these statistics will include no personally identifying information. Notwithstanding the foregoing, Cafe Rio may release account information when it believes, in good faith, that such release is reasonably necessary to (i) comply with law, (ii) enforce or apply the terms of any user agreements or (iii) protect the rights, property or safety of Cafe Rio, its users, or others.
    3. Cafe Rio may offer you certain rewards or benefits through Your Account and the Sites.  Any such offers have no cash value.  Such offers may not be duplicated, photocopied, or otherwise reproduced and you many not resale or distribute such offers online or otherwise.
    4. You hereby agree to maintain as confidential and not disclose any username or password to any person. Cafe Rio may change your password at any time, provided that Cafe Rio shall provide you with written notice of such change prior to, or as soon as reasonably practicable after, such change.
    5. You agree and acknowledge that under certain circumstances, Cafe Rio may store your IP address(es) or other information transmitted by your computer(s) or network as are reasonably necessary for Cafe Rio to identify you and provide access to the Site.
    6. You agree and acknowledge that under certain circumstances, Cafe Rio may store your IP address(es) or other information transmitted by your computer(s) or network as are reasonably necessary for Cafe Rio to identify you and provide access to the Site.
  2. Representations and Warranties; Disclaimer of Warranty.
    1. YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. NEITHER CAFE RIO, ITS PARENT, SUBSIDIARIES, ITS OTHER AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, REPRESENTATIVES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE SITE.
    2. YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. NEITHER CAFE RIO, ITS PARENT, SUBSIDIARIES, ITS OTHER AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, REPRESENTATIVES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE SITE. YOU AGREE THAT THE USE OF AND ACCESS TO THE SITE IS STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND CAFE RIO SPECIFICALLY AND EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES OF TITLE, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, WITH RESPECT TO THE OPERATION OF THE SITE, THE CONTENT OR INFORMATION CONTAINED THEREIN, OR THE SITE. NO WARRANTY OF ANY KIND IS IMPLIED REGARDING REIMBURSEMENT FOR LOSSES OF INCOME DUE TO DISRUPTION OF SERVICE BY CAFE RIO OR USE OF THE SITE BY YOU. CAFE RIO MAKES EVERY REASONABLE EFFORT TO ASSURE THAT ALL INFORMATION PUBLISHED BY IT IS CORRECT; HOWEVER, CAFE RIO DISCLAIMS ANY LIABILITY FOR ERRORS IN THE SITE. YOU ASSUME THE RISK OF POSSIBLE ERRORS CONTAINED IN THE SITE. YOU AGREE TO INDEPENDENTLY VERIFY ANY INFORMATION YOU INTEND TO RELY UPON, AND, IF REASONABLY NECESSARY, YOU SHOULD SEEK THE ASSISTANCE OF AN ATTORNEY IN DOING SO. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS OF USE, THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY AND IN NO EVENT SHALL CAFE RIO AND ITS SUBSIDIARIES, PARENT COMPANIES, AFFILIATES, SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, SUCCESSORS, AND ASSIGNS ("THE CAFE RIO PARTIES") BE LIABLE, JOINTLY OR SEVERALLY, TO YOU OR ANY OTHER PERSON OR ENTITY AS A RESULT OF YOUR ACCESS OR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, FOR INDIRECT, PERSONAL INJURY, PROPERTY DAMAGE, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, LOST PROFITS, LOST SAVINGS, AND LOST REVENUES, OR OTHER PECUNIARY LOSS (COLLECTIVELY, "THE DAMAGES"), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR ANY OTHER THEORY OF LAW AND/OR LIABILITY, EVEN IF ANY OF THE CAFE RIO PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY, ARISING OUT OF USE OF THE SITE OR ANY ALLEGED FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN SERVICE, OPERATION, OR TRANSMISSION OF THE SITES, OR ANY ALLEGED COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF PROPERTY, AND/OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF OR POSTING OF ANY RECORD, CONTENT, OR TECHNOLOGY, PERTAINING TO OR ON THE SITES. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE CAFE RIO PARTIES' LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.
    3. Unauthorized Access. Cafe Rio disclaims any and all liability of any kind for any unauthorized access to or use of your personally identifiable information. By accessing the Site, you acknowledge and agree to Cafe Rio's disclaimer of any such liability. If you do not agree, you should not access or use the Site.
    4. Indemnification. You agree to indemnify, defend, and hold harmless Cafe Rio and its subsidiaries, parent companies, officers, directors, employees, affiliates, agents, representatives, licensors and suppliers from and against all claims, actions, proceedings, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising or resulting from use of the Site by you or Your Account, which includes but is not limited to: (i) the use of or reliance on any information, material, or content of the Site by you or any third party to whom You have provided such information, material, or content, regardless of whether or not such information, material or content contained any errors or omissions and whether or not Cafe Rio was aware or should have been aware of any such errors or omissions; (ii) Your violation or breach of these Terms of Use; (iii) Your negligent acts or omissions or willful misconduct; or (iv) any allegation that Your use of or access to the Site infringes upon the patent, trademark, copyright, trade name, trade secret, or other proprietary and/or intellectual property rights of any third party. Your duty to indemnify, defend and hold harmless Cafe Rio under these Terms of Use shall survive the termination, cancellation, or expiration of your use of the Site.  Cafe Rio reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this Section. In such event, you shall provide Cafe Rio with such cooperation as is reasonably requested by Cafe Rio.
  3. Miscellaneous.
    1. Governing Law and Venue. These Terms of Use shall be governed by and shall be construed in accordance with the laws of the State of Utah, without regard to its conflicts of law principles. Any action or proceeding between you and Cafe Rio relating to or arising out of these Terms of Use or your use of the Site shall be commenced and maintained exclusively in the state or federal courts in the State of Utah, and you hereby consent to the exclusive jurisdiction and venue of any state or federal court in the State of Utah.
    2. No Third-Party Beneficiaries. No Third-Party Beneficiaries. These Terms of Use shall be binding upon and inure solely to the benefit of the Parties and their respective permitted successors or assigns. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever.
    3. Assignment. Cafe Rio may assign these Terms of Use for any reason, in whole or in part, without your consent, including without limitation as a result of an event of a reorganization, merger, consolidation or sale of all or substantially all of its assets or stock. You may not assign these Terms of Use without Cafe Rio's prior written consent.  Any assignment in violation of this section is null and void, ab initio.
    4. Severability. . If any provision of these Terms of Use is declared void or unenforceable by any court of competent jurisdiction in a final, non-appealable order or judgment, then all remaining provisions of these Terms of Use shall remain in full force and effect unless otherwise agreed to in writing by the Parties.
    5. Waiver; Remedies Cumulative. The rights and remedies of the Parties are cumulative and not alternative. Neither any failure nor any delay by Cafe Rio in exercising any right, power, or privilege under these Terms of Use or any of the documents referred to in these Terms of Use will operate as a waiver of such right, power, or privilege or any future exercise thereof, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power or privilege, or the exercise (or future exercise) of any other right, power, or privilege.
    6. Headings. Headings or titles to sections or subsections in these Terms of Use are for convenience of reference only and shall not affect the meaning or interpretation of these Terms of Use or any part hereof.
    7. Compliance with Laws. You shall ensure that any activities undertaken by you, or any person authorized by you, pursuant to these Terms of Use and any use of or access to the Services shall comply with all laws, rules, and regulations of the United States and other applicable jurisdictions, as such may be amended and in effect from time to time. Without limiting the foregoing, you recognize the global nature of the Internet, and further agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you may reside or access the Site.
    8. Consent to Communication. You agree that Cafe Rio reserves the right to send electronic or paper mail to you for the purpose of informing you of changes or additions to the Site or the Terms of Use. You further agree that from time to time Cafe Rio may contact you via electronic or paper mail for the purpose of soliciting feedback or participation in user surveys relating to the Site. Any information obtained from you will not be shared with any third parties except in aggregate form, in which case you will not be identified in any manner as a respondent. You shall have no obligation to participate in or respond to any such survey.
    9. Entire Agreement. These Terms of Use and all other documents or agreements referenced herein, including without limitation the Cafe Rio Privacy Policy, constitute the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings of the Parties, whether written or oral. There are no representations, promises, warranties, covenants, or undertakings other than those contained in these Terms of Use and the Cafe Rio Privacy Policy.

 

These Terms of Use were last updated May 11, 2017