TERMS & CONDITIONS

Villa Enterprises Management Ltd, Inc. (“Villa Enterprises”) owns and/or operates various Websites, social media, and social media accounts and pages for the benefit of itself and related or affiliated companies, including without limitation, the “Villa Companies” as defined below (collectively, “Villa Websites”).  Your use of Villa Websites, including without limitation, Villa Websites which link to this agreement (“Agreement” or “Terms of Service”), is conditioned on your agreeing to these Terms of Service.

1. Binding Agreement.  You agree to be bound by these Terms of Service.  Your access to and use of Villa Websites” and any services offered or provided by or through Villa Websites (“Services”) and any products offered or provided by or through Villa Websites (“Products), are  subject to this Terms of Service.  If you do not agree to these Terms of Service, do not access or use Villa Websites.  These Terms of Service are subject to change from time to time, without notice, by updating or revising these Terms of Service.  You are responsible for reviewing the Web Site for any modifications to these Terms of Service, including the Privacy Policy (see Paragraph No. 6 below), that may affect your rights or obligations. Any access or use after changes to these Terms of Service will constitute acceptance of the revised Terms of Service.  In addition, specific pages on Villa Websites may set out additional Terms of Service, all of which are incorporated by reference into these Terms of Service.  In the case of inconsistencies between these Terms of Service and information included in off-line materials (for example, promotional materials and mailers) as to the Services and Products, these Terms of Service will control. You should periodically check these online Terms of Service page to make sure you are up to date.
   
   

2. “Villa Companies”, in the plural, and “Villa Company”, in the singular, means Villa Enterprises Management Ltd, Inc. and any and all related and affiliated companies, including without limitation, subsidiaries, parents, companies with common or partial common ownership of Villa Enterprises Management Ltd., Inc.
   
   

3. Persons Under 13 Not Allowed. You must be 13 years of age or older to use Villa Websites.
   
   

4. Inappropriate Content.  While Villa Enterprises appreciates comments and feedback  from the users of Villa Websites and with respect to the services and products provided by the restaurants owned or operated by the Villa Companies, you shall not post or otherwise publish  inappropriate content (“Inappropriate Content”) on Villa Websites.  Inappropriate Content includes, without limitation:Villa Enterprises, and any Villa Company, at its sole discretion, may delete, remove, discard, block, take down, eliminate, or otherwise prohibit the use, access, publication, display or performance of any content which it determines, in its sole discretion, to be such Inappropriate Content. Villa Enterprises, and any Villa Company have the sole discretion to determine whether content is Inappropriate Content, and any content submitted to any Villa Websites may be subject to inspection prior to posting or publication for being Inappropriate Content.  Villa Companies are not obligated to review any or all content submitted or transmitted to it.  Villa Companies may, at their sole discretion, delete, remove, edit materials or content for any reason, at any time, without notice.   By viewing the Web Site you may be exposed to material or content that you consider to be offensive or inappropriate. You take sole responsibility for such exposure.
   
   

• content which is abusive, pornographic, obscene, offensive, false, deceptive, misleading, defamatory, derogatory, disparaging or otherwise inappropriate;
  
  

• copyrighted material used without the express permission of the owner;
  
  

• material which violates or infringes on the rights of others, including without limitation, the intellectual property rights of any person or entity, including without limitation, as to any copyright, trademark, patent or trade secret;
  
  

• material which contains viruses, worms, corrupt files, Trojan horses and other forms of corruptive code, or any other content which may compromise the Service;
  
  

• content which advocates illegal activity;
  
  

• content that harms anyone, including minors; or
  
  

• content that provides a link to or refers to any Web site containing any of the above.
  
  

5. Villa Enterprises, and any Villa Company, at its sole discretion, may delete, remove, discard, block, take down, eliminate, or otherwise prohibit the use, access, publication, display or performance of any content which it determines, in its sole discretion, to be such Inappropriate Content. Villa Enterprises, and any Villa Company have the sole discretion to determine whether content is Inappropriate Content, and any content submitted to any Villa Websites may be subject to inspection prior to posting or publication for being Inappropriate Content. Villa Companies are not obligated to review any or all content submitted or transmitted to it. Villa Companies may, at their sole discretion, delete, remove, edit materials or content for any reason, at any time, without notice. By viewing the Web Site you may be exposed to material or content that you consider to be offensive or inappropriate. You take sole responsibility for such exposure.
   
   

6. Privacy Policy.  We respect the privacy of your information and therefore, Villa Enterprises has taken specific steps to protect it.  These Terms of Service incorporate by reference our privacy policy (“Privacy Policy”) (click here link).
   
   

7. Providing Information.  Villa Websites may advertise, market, promote or sell products and services available at or through restaurants and other establishments owned or operated by Villa Companies or their  franchisees, including without limitation, menus.  Villa Companies and their franchisees may discontinue or change the services or products, and may change prices  without prior notice, and without such discontinuances or changes being reflected on Villa Websites. Such Menu items, services and products are offered only while supplies last.  Inadvertent errors in advertised description of products, services and prices are not binding on Villa Companies.
   
   

8. Idea Submission.   Any ideas or suggestions that you transmit to Villa Companies  will be on a non-confidential basis.  Villa Companies will be free to reproduce, use, disclose and distribute such ideas or suggestions without limitation or obligation, or compensation to you.
   
   

9.  Villa Companies are not responsible for the availability, content, security, policies or practices of linked sites, including without limitation, the accuracy of content on linked sites and the privacy policies and practices of linked sites..  Villa Companies has no responsibility for the third-party Websites.  The information and content contained on such other Websites do not necessarily reflect the views of Villa Companies.  Such links are provided solely for the convenience of the users of Villa Websites and should not be considered as endorsing said Websites, the owners or operator of said Websites or the information contained on said Website, and does not constitute sponsorship, or approval by Villa Companies  of the content, policies or practices of such linked Websites.
   
   

10. No Commercial Use. You will not (i) reproduce, duplicate, copy, sell, resell or exploit any part of Villa Websites or the Services or Products, and (ii) use or access Villa Websites, Services or Products for any commercial purpose.  Your use of Villa Websites as well as the Services and Products, are for your own personal use.
    
    

11. Rights in Your Content. If you submit or post content to be published or posted on Villa Websites, or social media or social media account owned or operated by Villa Companies, you represent and warrant that you have the legal right to do so, and that you hereby grant Villa Companies and its service providers, a world-wide, non-exclusive, royalty-free right to copy, display, modify, transmit, make derivative works of and distribute your content. You represent and warrant to Villa Companies that you either own your content or have written permission from the copyright owner to make such content available to the Service or to grant these rights to Villa Companies.  You also represent and warrant that your use of the content and the transmitting of the content to Villa Companies does not violate the rights of any person whose name or likeness appears on or in the content. You shall not post to, publish on, submit to, upload to or otherwise transmit to Villa Companies, Villa Websites, or any social media or social media account which is owned or operated by Villa Companies, any content for which you do not have the legal right to do so or for which you do not have the legal right to use.  You are solely responsible for any violations as to copyright law, or laws with respect to right of publicity or right of privacy regarding your use, duplication, distribution, display, performance, publication or uploading or transmittal of any content in connection with This Web site, or social media or social media accounts owned or operated by Villa Companies.
    
    

12. Termination.  Villa Companies may, in its sole discretion, terminate or restrict (i) your right to use Villa Websites and may delete, remove and/or discard any content at any time, without notice, for any reason, including, without limitation, for (a) conduct that violates these Terms of Service, or policies, rules or guidelines set forth by Villa Companies on Villa Websites, or social media or social media accounts owned or operated by Villa Companies or their franchisees, or (b) conduct Villa Enterprises believes is harmful to other Villa Companies, the business of Villa Companies, or franchisees of Villa Companies.  Villa Companies will not be liable to you or any third-party for any termination or restriction of your or access to the Web site.
    
    

13. TRADEMARKS
    
    

• Nothing contained on Villa Websites should be construed as granting, by implication or otherwise, any license or right to use any trademark or service mark belonging to any Villa Company (“Villa Trademark”), including without limitation any, Villa Trademark displayed on Villa Websites. Villa Trademarks may not be used without the express written consent of Villa Enterprises or the Villa Company that owns the trademark or service mark.
  
  

• Villa Companies has numerous trademarks, many of which registered with the United States Patent and Trademark Office, as well as with foreign governments.  Villa Companies will aggressively enforce their intellectual property rights, including without limitation, infringement of its trademarks and copyrights to the fullest extent of the law.
  
  

14. COPYRIGHT; RIGHTS OF PUBLICITY; PERSONAL USE
    
    

• The copyright in the materials and other content, including without limitation, images and videos (“Material) on Villa Websites are owned by or licensed to one or more Villa Company.  You are authorized to use this Material only for personal, non-commercial purposes. You may copy, download, print and store this Material for your own personal non-commercial use.  Images or video of people or places displayed on Villa Websites may be property of, or used with permission by Villa Companies, and the use of such images or videos which are the property of Villa Companies or used with permission by Villa Companies by you, or anyone authorized by you, is prohibited except as permitted above in this Section for your own personal use, or as consented in a signed writing by Villa Enterprises.  Any unauthorized use of the Material may violate copyright laws, trademark laws, rights of privacy or publicity, and communications regulations and statutes.
  
  

• Villa Companies’ rights in works of authorship, including without limitation, their works or content appearing on Villa Websites and incorporated in any design trademarks, are protected by copyright laws of the United States, including without limitation, protection against the unauthorized copying, distributing, displaying, performing and making derivative works, as well as by international laws and treaties, where applicable. Villa Trademarks and content belonging to Villa Companies may not be copied or used without the express written permission of Villa Enterprises, or otherwise permitted by the preceding paragraph.
  
  

• Users of Villa Websites are prohibited from modifying, publishing, transmitting, displaying, participating in the transfer or sale, creating derivative works, or in any way exploiting, any of the content of this site, in whole or in part, except for your own personal non-commercial use as set forth above in this subsection a.
  
  

• Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of any content or material on the Web Site is permitted without the express written permission of Villa Enterprises.  In the event that permission is granted by Villa Enterprises, no changes in or deletion of author attribution, trademark notice and copyright notice shall be made.
  
  

• Users of Villa Websites who are granted permission to copy, redistribute or publish any of the copyrighted material acknowledge and agree that they do not acquire any ownership rights by downloading copyrighted material.
  
  

• You acknowledge that the use of the Villa Trademarks, or content or material belonging to the Villa Companies without the permission of Villa Enterprises or in violation of this Agreement will likely cause immediate and irreparable harm to one or more Villa Company, and that the resulting injury and damage would not be capable of compensation by an award of money damages.  Accordingly, you further acknowledge that Villa Companies would be entitled to an injunction from any court of competent jurisdiction to prevent the infringement or violation of the intellectual property rights of Villa Companies or further violation of this Agreement, including without limitation, temporary, preliminary and permanent injunctive relief.  Such rights to injunctive relief shall be cumulative and in addition to, and not in limitation of, any other rights or remedies that Villa Companies may have at law or in equity.
  
  

15. DMCA Copyright Claim Notice.  If you believe that your work or the work of another has been copied in a way that constitutes copyright infringement, Villa Companies has a process in place to respond to your concerns. Please see the Villa Enterprises Digital Millennium Copyright Act Agent Notice:
    
    

    Digital Millennium Copyright Act Copyright Agent Notice
    
    

    This notice is provided in accordance with the Digital Millennium Copyright Act.   If you believe your copyright has been infringed in connection with Villa Websites or the services provided on or through Villa Websites, then provide Villa Enterprises’ Copyright Agent with the following information in a written notice:
    
    

    • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
      
      

    • a description of the copyrighted work that you claim has been infringed;
      
      

    • a description of where the material that you claim is infringing is located on the site;
      
      

    • your address, telephone number, and e-mail address;
      
      

    • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
      
      

    • a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
      
      

    Claims of copyright infringement by Villa Companies should be addressed to:
    
    

    Copyright Agent 

    Villa Enterprises, 

    25 Washington Street 

    Morristown, NJ 07960 
    
    

    Or e-mail claims of infringement to: customerservice@villarestaurantgroup.com
    
    

16. DISCLAIMER OF WARRANTY
    
    

    DISCLAIMER OF WARRANTY. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, VILLA COMPANIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VILLA COMPANIES MAKE NO WARRANTY THAT VILLA WEBSITES, OR SOCIAL MEDIA OR SOCIAL MEDIA ACCOUNTS OWNED OR OPERATED BY VILLA COMPANIES, OR THE PRODUCTS OR SERVICES PROVIDED THROUGH VILLA WEBSITES OR BY VILLA COMPANIES, INCLUDING WITHOUT LIMITATION, ANY CONTENT, ANY DOWNLOADED OR UPLOADED CONTENT, SOFTWARE OR INFORMATION, (I) WILL BE PROVIDED IN A MANNER THAT IS UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (II) WILL BE FREE OF VIRUSES WORMS, OR TROJAN HORSES OR OTHER HARMFUL COMPONENTS, (III) WILL MEET YOUR REQUIREMENTS, OR (IV) CONTAIN ACCURATE INFORMATION.  VILLA COMPANIES  MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO SOFTWARE, GOODS, OR SERVICES THAT ARE PURCHASED, ACCESSED, OR OBTAINED THROUGH THE WEB SITE OR THAT ARE ADVERTISED ON THE WEB SITE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED FROM VILLA COMPANIES BY OR THROUGH THE USE OF VILLA WEBSITES, OR SOCIAL MEDIA OR SOCIAL MEDIA ACOUNTS OWNED OR OPERATED BY VILLA COMPANIES, OR RELATED PRODUCTS OR SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. VILLA WEBSITES, THE SOCIAL MEDIA AND SOCIAL MEDIA ACCOUNTS OWNED OR OPERATED BY VILLA COMPNANIES, THE PRODUCTS AND THE SERVICES PROVIDED BY OR THROUGH THE WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE".
    
    

17. LIMITATION OF LIABILITY AND EXCLUSION OF DAMAGES.
    
    

    TO THE TO THE FULLEST EXTENT PERMITTED UNDER LAW, VILLA COMPANIES AND VILLA COMPANIES’ RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, CONTRACTORS, SERVICE PROVIDERS, LICENSORS, SUPPLIERS, INFORMATION PROVIDERS, AND AGENTS (COLLECTIVELY "VILLA COMPANY AGENTS") SHALL HAVE NO OBLIGATION OR LIABILITY (EXCEPT AS TO BODILY INJURY ), WHETHER ARISING IN CONTRACT OR TORT, FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LIABILITIES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSS, OR EXEMPLARY DAMAGES OR PUNITIVE DAMAGES (EXCEPT FOR STATUTORY EXLEMPARY DAMAGES OR STATUTORY ATTORNEYS’ FEES), ARISING OUT OF OR RELATING TO YOUR USE OF VILLA WEBSITES, SERVICE OR PRODUCT, EVEN IF VILLA COMPANIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR OF ANY LIMITED REMEDY. THIS LIMITATION APPLIES TO DAMAGES ARISING FROM (i) USE OR INABILITY TO USE THE VILLA COMPANIES WEBSITE, SERVICE OR PRODUCT, (ii) COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS BY THIRD PARTIES, (iv) THIRD PARTY CONTENT MADE AVAILABLE TO YOU THROUGH THE SERVICE, OR (v) ANY OTHER MATTER RELATING TO THE WEBSITE, PRODUCT OR SERVICE. SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITIES OR EXCLUSION OF DAMAGES, SO ALL OR PART OF THE ABOVE-LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
    
    

18. SEVERABILITY OF PROVISIONS.
    
    

    IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR DISCLAIMER OF WARRANTIES OR LIMITATION OF LIABILITIES OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH, TO THE FULLEST EXTENT PERMITTED BY LAW.
    
    

19. INDEMNFICATION.
    
    

    YOU WILL INDEMNIFY, DEFEND AND HOLD HARMLESS VILLA COMPANIES AND VILLA COMPANY AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS' FEES, RESULTING FROM (1) ANY VIOLATION OF THESE TERMS OF SERVICE OR YOUR CONDUCT, INCLUDING WITHOUT LIMITATION, YOUR NEGLIGENT OR WRONGFUL CONDUCT, OR (2) ANY CLAIM BY A THIRD PARTY FOR VIOLATION OR INFRINGEMENT OF HIS, HER OR ITS RIGHTS ARISING OUT OF OR IN CONNECTION WITH ANY CONTENT YOU PROVIDED TO VILLA COMPANIES, INCLUDING WITHOUT LIMITATION, COPYRIGHT, TRADEMARK, TRADE SECRET, PATENT, RIGHT OF PUBLICITY, RIGHT OF PRIVACY, DEFAMATION, OR DISPARAGEMENT.
    
    

20. No Offer of Franchise. Nothing contained on Villa Websites is intended as being an offer, including without limitation, an offer to purchase a franchise or to become a franchisee.
    
    

21. GENERAL
    
    

• Choice of Law; Forum. You agree to submit to the jurisdiction of state courts located within the State of New Jersey, Morris County and the federal courts located within the State of New Jersey, Newark vicinage, and agree that any cause of action against any of the Villa Companies must be brought in these courts and venues.  You also agree that this Agreement shall be governed by and construed under the laws of the State of New Jersey without reference to its conflicts of law principles.  In the event of any conflicts between foreign law, rules, and regulations, and United States of America law, rules, and regulations, then United States of America law, rules, and regulations shall prevail and govern.
  
  

• Modification of Terms.  Villa Enterprises reserves the right to amend these Terms of Service at any time, for any reason, and without notice, including, without limitation, the right to terminate the Service or any part of the Service. Any amendments or modifications made by Villa Companies will be prospective only.
  
  

• Entire Agreement.   These Terms of Service constitute the entire agreement between you and Villa Companies governing your use of the Villa Websites. In the case of inconsistencies between these Terms of Service and any information included in off-line materials (for example, promotional materials and mailers) concerning the Villa Website, these Terms of Service will always control. You may also be
  
  

• No Waiver.   The failure of Villa Companies to exercise or enforce any provision of these Terms of Service will not constitute a waiver of such provision. If any provision is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect.
  
  

• Severability.    It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this Agreement, that this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.
  
  

• No Third-Party Beneficiary.  Except for any all Villa Companies and their franchisees, this agreement does not create any third-party beneficiary rights, including without limitation as to any user of Villa Websites.
  
  

• INFORMATION ON VILLA WEBSITES, INCLUSING WITHOUT LIMITATION THIS TERMS OF SERVICE IS SUBJECT TO CHANGE WITHOUT NOTICE.  USERS ARE RESPONSIBLE TO RE-VISIT VILLA WEBSITES TO KEEP APPRISED OF CHANGES, INCLUDING WITHOUT LIMITATION, TO THIS TERMS OF SERVICE.