The following terms of use ("Terms") govern access by you (“you”, “your”, “yours”) to and use of the application program interfaces, software, code, specifications and documentation and related materials (the "Chomp API"), which are made available and provided by Chomp Foods LLC (“Chomp”) through Chomp’s web site, ChompThis.com, (the "Site"), and to use Chomp’s database search and data services so as to provide users the opportunity to discover nutritional information, and other information, for food ("Chomp Database"). You understand that any grant of rights to you to use or access the Chomp API and/or the Chomp Database is conditioned upon and subject to your acceptance of these Terms and you acknowledge and understand that by accessing and/or using the Chomp API, you consent to be bound by these Terms.

Chomp’s Privacy Policy is incorporated as if fully recited herein and controls Chomp’s collection and use of personal information submitted by you and you acknowledge and agree that Chomp, from time to time, may send you certain communications related to the Chomp API that are mandatory for your use of the Chomp API and which you cannot opt out from.

Subject to these Terms, Chomp grants you a limited, non-exclusive, non-assignable, non-transferable license under Chomp’s intellectual property rights during the Term of this agreement to use the Chomp API to develop, test, and support your application, web site, or other platform, and to let your customers use your integration of the Chomp API within your application, web site, or other platform.

2. Non Commercial Use and Fees for Commercial Uses

You acknowledge and agree the "Limited" version of the Chomp API is intended for personal or not-for-profit use and that, accordingly, you are prohibited from using the "Limited" version of the Chomp API in connection with a commercial or business purpose or in manner that is commercial or business oriented without Chomp’s express authorization.

You agree that you may use the "Standard" and "Premium" versions of the Chomp API for commercial or business purposes as long as you have supplied a Project URL during registration and provide a link back to the Chomp API web site.

You agree that data obtained through an annual data license is governed by the Terms outlined in this document and that you may use this data for commercial or business purposes with written consent from Chomp.

These Terms may be amended or modified at any time from time to time by Chomp in its sole discretion, by posting notice on the Site or by otherwise providing notice to you. Your continued use of or access to the Chomp API after any such changes constitutes your acceptance of the amendments to these Terms and should you not accepts such changes, you agree that your only recourse is to terminate this license at such time as such changes are implemented.

You hereby agree to abide by the following non-exclusive list of terms and conditions in using or accessing the Chomp API and/or the Chomp Database and acknowledge that the license granted under these Terms is conditioned upon such compliance:

• You hereby acknowledge and agree that Chomp reserves the right to restrict access to, modify, suspend, or terminate the Chomp API or any or all of the Chomp Database and that the availability of Chomp API and/or the Chomp Database is not guaranteed and is subject to change.
• You are prohibited from selling or reselling the right to users to access or use the Chomp Database.
• You are prohibited from selling or transferring ownership of any part of the Chomp Database, without Chomp's prior written consent.
  
• You are prohibited from copying or archiving any part of the Chomp Database and/or collecting any data from the Chomp Database, without Chomp’s prior written consent.
• You are prohibited from using or accessing the Chomp API in order to monitor or benchmark the performance, availability, or functionalities of the Site or any services offered by and through Chomp.
• Chomp reserves the right to transmit advertisement and promotional materials in connection with the Chomp Database. You are prohibited from removing, altering, disabling, circumventing and/or hiding any such advertisement and promotional materials without the prior written consent of Chomp.
• You agree to use the Chomp API in a manner that complies with all applicable laws, rules, and/or regulations and you are prohibited from modifying, adapting, appropriating, reproducing, distributing, translating, creating derivative works or adaptations of, publicly displaying, republishing, repurposing, selling, trading, or in any way exploiting the Chomp API, Chomp Database, or Site except as expressly authorized by Chomp by these Terms.
• Chomp reserves the right in any and all instances to request you provide examples and/or other information or materials concerning any proposed use of the Chomp API, prior to or after any use or access by you of the Chomp API and to give or revoke approval for any such use or access, in its sole discretion.

• You hereby acknowledge that Chomp owns all rights, title, and interest, including all intellectual property rights, in and to, the: 1) Chomp API, and all elements, components, code, modules, and executables of the Chomp API; 2) any and all of the Chomp Database made available by and through the Chomp API; 3) the Site; and 4) any Chomp branding, logos, or other trademarks or goodwill (collectively, all such materials shall be herein referred to as the “Chomp Materials”). Except for the express licenses granted in these Terms, Chomp does not grant you any right, title, or interest in any of the Chomp Materials.
• Chomp welcomes your ideas, concerns, comments, suggestions, or feedback regarding the Chomp API (collectively, "Feedback"), and you hereby agree that Chomp is permitted and fully authorized to use, disclose, reproduce, license or otherwise distribute, and exploit any or all such Feedback in its sole discretion, entirely without any fees, obligations or restrictions including but not limited to any intellectual property rights of yours.

• As a condition for your use of and access to the Chomp API, you agree to include and feature any logo provided by Chomp and hyperlink(s) to the Site (or other site as Chomp may specify) in connection with your use of the Chomp API and/or the Chomp Database.
• As a condition for your use of and access to the Chomp API, you agree to include and feature any names of data providers featured in any part of the Chomp Database and hyperlink(s) to any such provider’s website(s) or other website(s) Chomp may specify, in connection with your use of the Chomp API and/or the Chomp Database.
• You agree that, without your prior consent and even if you no longer use the Chomp Database, Chomp may publicly refer to you as a licensee of the Chomp API, orally or in writing, and that Chomp may also publish your name and logo, on the Site, in press releases, and in Chomp promotional materials, with or without mention of or link to your use or application that incorporates the Chomp API or Chomp Database.
• As a condition for your use of and access to the Chomp API, you agree not to remove, change, or otherwise hide any Chomp or third party copyright or other proprietary notice or any hyperlinks included within any part of the Chomp Database.
  
• The product photos are available under the Creative Commons Attribution ShareAlike license. They may contain elements that are subject to copyright, trademark rights or other rights, that may in certain cases be reproduced ("fair use", information or quotation rights).

Chomp reserves the right, from time to time, to update, modify, or alter the Chomp API. You understand and acknowledge that such updates, modifications, or alterations can or may adversely impact any of your applications or other uses that incorporate or access the Chomp API and that, in such instances, you bear sole responsibility, at your own expense, for making any updates, modifications, or alterations to any of your applications or other uses that incorporate or access the Chomp API. Chomp will attempt to (but does not guarantee) provide up to a month’s notice to you of updates, modifications, or alterations to the Chomp API in those instances where such updates, modifications, or alterations that substantially affect the functionality or compatibly of the Chomp API, by posting notice on the Site. However, you acknowledge that in some cases Chomp may have to make immediate updates, modifications, or alterations to the Chomp API, in which case Chomp will attempt to provide you with a reasonable amount of advance notice under the circumstances.

• The rights duties and obligations under these Terms shall commence on the date upon which you agree to these Terms and shall continue until such time as you discontinue using the Chomp API or Chomp terminates your access to the APIs, Chomp terminates this agreement, or both.
• Chomp reserves the right to discontinue the availability of the Chomp API at any time, for any reason whatsoever. We may also impose limits on certain features and services or restrict your access to some or all of the APIs or our Website. All of our rights in these Terms may be exercised without prior notice or liability to you. Chomp reserves the right, in its sole discretion, to suspend or terminate your use of the Chomp API at any time if we believe you have violated these Terms or, if Chomp, in its sole discretion, determines the use or access to the Chomp API by you or your application is inconsistent with Chomp’s business interests or the interests of any users.
• In the event this agreement between you and Chomp under these Terms is terminated for any reason: 1) all rights and licenses granted to you under these Terms shall immediately cease and terminate with no further effect; 2) you shall forthwith destroy any and all Chomp Confidential Information in your possession or control; and 3) you shall forthwith and permanently delete all parts of the Chomp Database which you used and/or stored/archived in connection with your use of the Chomp API. Chomp may request that you certify in writing your compliance with this section. You agree that Chomp shall bear no liability by virtue of terminating this agreement.

You understand that as a result of your use of the Chomp API, from time to time, you may receive or be given access to various items non-public information, code, software, documentation and/or other materials relating to the Chomp API or Chomp’s business and Chomp’s products, which is confidential and proprietary to Chomp (the "Confidential Information"). Your use of any such Confidential Information is strictly limited to that which is necessary in exercising your rights granted in these Terms and you understand that you are restricted from disclosing any such Confidential Information to any third party without Chomp’s prior written consent. You hereby undertake to use a reasonable level of care, and in no event less that the level of care you use in protecting your own confidential and proprietary information, to safeguard against the unauthorized use, access, or disclosure of the Confidential Information.

In order to be granted the License under these Terms, you represent and warrant that you have all necessary power and authority to enter into this agreement and be bound by these Terms, either on your own behalf or on the behalf of an employer and/or an entity and that you (or such employer and/or entity) will comply with these Terms.

You agree to defend, hold harmless and indemnify Chomp, and its affiliates, and their respective directors, officers, agents, employees, advertisers, and partners, from and against any third party claim arising from or in any way related to your use of the Chomp API, any part of the Chomp Database made available by and through such API and any other Chomp materials or intellectual properties, violation of these Terms, or any other actions connected with your use of the Chomp API, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and reasonable attorneys’ fees, of every kind and nature.

While Chomp endeavors to make the Chomp API continuously available, Chomp cannot and does not guarantee any up-time or availability for the Chomp API and/or the Chomp Database, or Chomp Materials.

THE CHOMP MATERIALS ARE PROVIDED “AS IS” WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE, AND NON-INFRINGEMENT. SOME OF THE CHOMP MATERIALS ARE EXPERIMENTAL AND HAVE NOT BEEN TESTED IN ANY MANNER. WE DO NOT REPRESENT, WARRANT OR MAKE ANY CONDITION THAT THE CHOMP MATERIALS ARE FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID. YOUR USE OF THE CHOMP MATERIALS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM USE OF THE CHOMP MATERIALS INCLUDING FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR WEBSITE OR OUR SERVICES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.

YOU AGREE TO THE FOLLOWING LIMITATION OF LIABILITY TO THE EXTENT PERMITTED BY APPLICABLE LAW: YOU EXPRESSLY UNDERSTAND AND AGREE THAT CHOMP WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF CHOMP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OR THE INABILITY TO USE THE CHOMP MATERIALS; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN THE CHOMP MATERIALS OR ANY CHOMP SERVICES; OR (5) ANY OTHER MATTER RELATING TO THE CHOMP MATERIALS OR ANY CHOMP SERVICES. UNDER NO CIRCUMSTANCES WILL CHOMP’S AGGREGATE, CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, UNDER ANY THEORY OF LIABILITY, EXCEED U.S. ONE HUNDRED DOLLARS (U.S. $100).

• These Terms constitute the entire and only agreement between Chomp and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Chomp API, the Chomp Database, and the products or services provided by or through the Site, and the subject matter of this Agreement. Any modification to these Terms by you must be agreed to by the parties in a signed writing. You may not assign any of the rights or obligations granted hereunder, except with the express written consent of Chomp, and any attempted assignment in violation of this paragraph is void. Chomp may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
• Subject to the arbitration clauses included below, if there is any dispute arising out of the Site and Chomp API, by using the Chomp API, you expressly agree that any such dispute shall be governed by the laws of the State of Wisconsin, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of Wisconsin, in Dane County, for the resolution of any such dispute. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under these Terms shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (”JAMS”) by arbitrators appointed in accordance with such rules. The arbitration shall take place in Verona, Wisconsin in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement and these Terms shall be entitled to costs and attorneys' fees. If any part of this Agreement or these Terms are held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of these Terms or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
• You understand that nothing contained in these Terms shall create or imply any partnership, employment relationship, agency or joint venture.