The website at www.Recipe2Shop.com (the “Website”) is owned and operated by The U Group & Co Limited (ABN 68 610 817 831) (“we” or “us” or “our”). By using the Website, or by registering an account to Recipe2Shop.com, you indicate that you accept and agree to be bound and abide by these Terms and Conditions (these “Terms”). You further consent to our privacy practices as described in our Privacy Policy at https://www.recipe2shop.com/privacy-policy. If you do not agree with these Terms and our Privacy Policy, you must not access or use the Website.

Changes to the Terms
We may revise these Terms from time to time in our sole discretion by posting changes on the Website. All revisions are effective immediately when we post them. We recommend that you check these Terms periodically so you are aware of any changes, as they are binding on you. If you do not agree to these Terms or any changes to them, you should immediately cease using the Website. Your continued use of the Website following the posting of revised Terms means that you accept and agree to the changes.

Content of the Website
While we make commercially reasonable efforts to ensure the accuracy of information and content provided on the Website, we make no express or implied representation or warranty that the information or content contained on the Website are complete, accurate, up-to-date, or fit for a particular purpose. To the extent permitted by law, we will not be liable for any errors or omissions in such information or content.

Artificial Intelligence Features
From time to time, Recipe2Shop.com may offer features powered by artificial intelligence (AI) technologies to enhance user experience within the Website (“AI Features”). The AI Features provide you with advanced capabilities regarding your data stored and processed in the Website, including personalised responses and improved interaction capabilities. The AI Features may be provided using third-party AI tools, and the specific providers (collectively, “Third-Party AI Service Providers”) may change as we evaluate different technologies. Your feedback regarding your experience using the AI Features is welcome.

By using the AI Features, you acknowledge and agree that interactions with the AI Features may include automated responses based on your data. Responses enabled by the AI Features are provided for informational purposes only and should not be relied upon as professional, financial, legal or health-related advice. 

We reserve the right to modify, suspend, or discontinue the AI Features at any time. You will be notified of significant changes affecting the AI Features. Continued use of the AI Features after any such changes constitutes acceptance of updated terms.

In order to use certain parts of the Website, you must register with us and create an account (“Account”).

Accounts may only be set up by the individual who is the subject of the Account. You may not create an Account or use the Website on behalf of any third party, and you may not allow any third party to create an Account or use the Website on your behalf. Creation of Accounts and use of the Website is strictly limited to users who are 18 years of age or over. If you are under 18, you are not permitted to use the Website, register an Account, or send personal information to us. We do not review Accounts for authenticity and are not responsible for any unauthorised Accounts. For any dispute as to Account creation or authenticity, we shall have the sole right, but are not obligated, to resolve such dispute as we determine appropriate without notice.

You must provide a valid email address when you register to use the Website and create an Account. 

We may immediately suspend or terminate your registration of an Account or your access to the Website (permanently or temporarily) if you breach any of these Terms, for any reason, or for no reason. We may also impose restrictions on the length and manner of usage of any part of the Website for any reason whatsoever. If restrictions are imposed on you personally, you must not attempt to use the Website under any other name or user or on any other device.

You are solely responsible and liable for the security and confidentiality of your Account access credentials, for restricting access to your device(s), and for all activity under your Account. You must keep your Account password confidential at all times. You are responsible for all transactions made on the Website using your Account or otherwise under your Account. We are not liable for any loss or damage arising out of the unauthorised use of your Account.

The Website service is currently only available in Australia.

When you use the AI Features, you acknowledge and agree that your data and your interactions with the AI Features will be processed by Third-Party AI Service Providers that provide the AI tools enabling the AI Features. Content generated by the AI Features does not constitute a binding offer, guarantee, or representation by us. We ensure that the Third-Party AI Service Providers do not retain or use your data for training or improving its models. By using AI Features, you grant us a non-exclusive, revocable right to process and analyze your interactions in accordance with the Recipe2Shop.com’s Privacy Policy and for the purpose of improving the functionality of the Website. Subject to the Website rights described above, you retain ownership of both your inputs into the AI Features (e.g., queries and prompts) and the outputs generated by the AI Features.

Any inappropriate activity, as described below, will result in immediate suspension or termination of your Account.

Communications
Your communications with us and under your Account must not constitute offensive behaviour, including (but not limited to) threatening, derogatory, abusive or defamatory statements, or racist, sexually explicit, pornographic, obscene or offensive language.

Third-Party Websites
We are not responsible for third parties or their content, advertisement(s), apps or sites (“Third-Party Services”). Certain links available via the Website may include materials from Third-Party Services. Links on the Website may direct you to Third-Party Services that are not affiliated with us. We accept no responsibility for Third-Party Services. We are not responsible for examining or evaluating the content or accuracy of information provided to you by a third party, and we do not expressly or impliedly warrant and will not have any liability or responsibility for any Third-Party Services or for any other materials, products, or services of third parties. Please review carefully the policies and practices of Third-Party Services and make sure you understand them before you engage in any transaction via Third-Party Services. Complaints, claims, concerns, or questions regarding third party products and services should be directed to the relevant third party. 

Ownership
The Website and all of its content (“Content”), including all copyrights, patents, trademarks, service marks, trade names and all other intellectual property rights therein (“Intellectual Property”), are owned or controlled by The U Group & Co Limited, our licensors, and certain other third parties. The U Group & Co Limited owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Website.

Rights to Use the Website and the Content
You acknowledge that these Terms and your use of the Website do not convey any interest of a proprietary nature, and do not transfer any interest in any of our Intellectual Property.

You represent and warrant to us that:you will not take any action that harms or diminishes the value of, and goodwill associated with, our Intellectual Property;

• you will not infringe the Intellectual Property rights of any third party in uploading materials to the Website;

• you will respect the Intellectual Property and rights of others; and

• you understand that your unauthorized use of the Content may violate the rights of others and applicable laws and may result in your civil and criminal liability.

Your right to use the Website and the Content is subject to your strict compliance with these Terms. Your right to access and use the Website and the Intellectual Property shall automatically terminate upon any violations of these Terms. These rights are non-exclusive, limited, and revocable by us at any time in our sole discretion without advance notice or liability. As your right to access and use the Website and the Content is personal to you, you may not assign nor transfer this right; any attempt to do so is void. You may, for your personal, non-commercial, lawful use only, do the following:

• Display, view and use the Content on a computer, mobile or other internet enabled or permitted device and/or print one copy of the Content (excluding source and object code in raw form or otherwise) as it is displayed to you;

• If made available to you, obtain a registered personal account (and/or related username and password) on the Website and interact with the Website in connection therewith;

• Link to the Website from another website or online service, so long as: (a) the links only incorporate text, and do not use any of the Website logos or images, and (b) the links and the content on the other website or online service do not suggest any affiliation with the Website or endorsement by us.

Reservation of Rights 
These Terms grant only limited rights to use and access the Website and the Content. No other right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU ARE RESERVED BY THE U GROUP & CO LIMITED AND ITS LICENSORS AND OTHER THIRD PARTIES. 

You agree that you will not: (i) use the Website for any political or commercial purpose (including, without limitation, for purposes of advertising and soliciting funds); (ii) use any meta tags or any other “hidden text” utilising any Intellectual Property; (iii) engage in any activities through or in connection with the Website that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, violent, threatening, harassing, or abusive, or that violate any right of any third-party, or are otherwise objectionable to us; (iv) decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Website by any means whatsoever or modify any Website source or object code or any products, services, or processes accessible through any portion of the Website; (v) engage in any activity that interferes with any other user’s access to the Website or the proper operation of the Website, or otherwise causes harm to the Website or other users of the Website; (vi) interfere with or circumvent any security feature (including any digital rights management mechanism, device or other content protection or access control measure) of the Website or any feature that restricts or enforces limitations on use of or access to the Website; (vii) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Website, including email addresses), without the express consent of such users; or (viii) otherwise violate these Terms.

Specifically with regard to your use of any AI Features that the Website may provide, you agree that you will not: (i) use the AI Features to generate harmful, offensive, illegal, or misleading content; (ii) rely on AI responses for legally binding agreements, financial decisions, or critical business transactions; or (iii) share personally identifiable or sensitive data through interactions with the AI Features. You must abide by the Website Usage Guideline when using the AI Features, as described here.

We reserve the right to limit or revoke access to the AI Features if misuse is detected. We may monitor your interactions with the Website, including the AI Features, to prevent misuse and ensure adherence to the restrictions of this section.

You also agree that, in using the Website, you: (i) will not monitor, gather, copy, or distribute the Content (except as may be a result of standard search engine activity or use of a standard browser) on the Website by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; (ii) will not frame or utilise framing techniques to enclose the Content (including any images, text, or page layout); (iii) will keep intact all Intellectual Property notices and other notices contained in the Content; (iv) will not use the Content in a manner that suggests an unauthorised association with any of our or our licensors’ products, services, or brands; (v) will not make any modifications to the Content (other than to the extent of your specifically permitted use of the Content; (vi) will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit the Content in any way for any purpose except as specifically permitted by these Terms or with our prior written consent; and (vii) will not insert any code or product to manipulate the Content in any way that adversely affects any user experience or the Website.

In our sole discretion without advance notice or liability, we may immediately suspend or terminate the availability of the Website (and any elements and features of the Website or the Content), in whole or in part, for any reason, in our sole discretion, and without advance notice or liability.

AS PERMITTED BY APPLICABLE LAW, YOUR ACCESS TO AND USE OF THE WEBSITE IS AT YOUR SOLE RISK AND THE WEBSITE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. To the fullest extent permissible by applicable law, The U Group & Co Limited and its direct and indirect parents, subsidiaries, affiliates, and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “U Group Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, in connection with, or otherwise directly or indirectly related to, without limitation, the Content or our products or services, except as set forth below. To the maximum extent permitted by law, you release all U Group Parties from all claims, demands and damages (actual and consequential) of any kind and nature, including (but not limited to) damage such as loss of revenue, unavailability of systems or loss of data, arising out of:

• any advertising emails or survey invitation email sent to you by us or on our behalf;

• your registration of an Account;

• your use of or inability to use the Website;

• the quality of goods and/or services purchased from third parties by you;

• any merchant or product descriptions contained on the  Website or contained in advertising email sent to you by us or on our behalf; or

• any failure or default beyond our reasonable control.

You assume all responsibility and risk with respect to your use of the Website, and you understand and agree that, to the maximum extent permitted by law, we exclude all warranties, conditions, representations and guarantees (express or implied) in relation to the provision of goods and services by us under these Terms or in connection with the Website.

Nothing in these Terms shall be interpreted to allow us to do anything that is contrary to Australian law, or limits or excludes any liability (or statutory warranties, conditions or guarantees) that cannot be limited or excluded by law or limits any party’s rights under the Australian Consumer Law. The Website includes service guarantees that cannot be excluded under the Australian Consumer Law. To the maximum extent permitted by law, our liability in connection with these Terms and/or the Website for breach of any representation, warranty, guarantee or condition (express or implied) imposed by law that cannot be excluded is limited (at our option) to:

• supplying the Website again; or

• paying the cost of having the Website supplied again.

Under applicable law, you may also be entitled to be compensated for any other reasonably foreseeable loss or damage. In the case of any failure of the Website that does not amount to a major failure, you are entitled to have problems with the Website rectified in a reasonable time or cancel your Account with us.

Without limiting the foregoing, you acknowledge and agree that the Website provides the AI Features and AI-generated content "as is" without warranties or guarantees regarding accuracy or reliability. The Website and the Third-Party AI Service Providers disclaim liability for errors, omissions, or potential misinterpretations resulting from use of the AI Features and AI-generated responses. Users should independently verify critical information before making decisions based on use of the AI Features.

We are committed to respecting the rights of others in regard to their Intellectual Property and complying with Australian copyright law.

We will respond to any notice of alleged copyright infringement reported to us in accordance with the Australian Copyright Act 1968 (Cth) as follows.

If you believe that any of the Content featured on the Website has infringed your copyright, please notify us and send us the following information (as specified in the Copyright Act 1968 (Cth)):

• An electronic signature or physically made signature of the individual authorised to act in the interests of the copyright owner who claims the work that they allege has been infringed.

• Identification of the copyrighted work that has allegedly been infringed, or, if multiple of your works have been infringed, a detailed list of what and where these infringements are.

• Description of the specific material that is alleged to have been copied or contains infringing activity that is to be removed or have its access disabled. You must also include information that is accurate enough to permit us to locate the material that is being infringed upon.

• Information to allow us to contact you or the aggrieved party, such as a phone number, email address, home address etc.

• A statement in good faith that you or the aggrieved party has a genuine belief that the use of the works in the infringing manner described does not have the authorisation of the copyright owner or is not otherwise legally authorised.

• A statement confirming that the information you have provided is truthful, and under risk of perjury, that the issuing party has the authorisation to act on behalf of the copyright owner of the allegedly infringed works.

Please send all the relevant documents to contact@recipe2shop.com, or The U Group & Co Limited, ℅, Capital Square Tower 3, Level 25, 1 Spring Street, Perth WA 6000, Australia.

You agree to indemnify, defend and hold harmless The U Group & Co Limited, and each of our related bodies corporate, related entities, and any of our respective officers, directors, employees, agents representatives, licensors, advertisers, suppliers, and operational service providers (“Indemnified Persons”) against any and all losses, claims (including third party claims), demands, damages, liabilities, costs (including legal costs), expenses, penalties or suits incurred by the Indemnified Persons as a result of or consequential upon your use of the Website in violation of any of these Terms.

We may, in our sole discretion at any time, temporarily or permanently suspend your Account or your access to the Website if we reasonably suspect that you are not complying with these Terms. We reserve the right to otherwise restrict, suspend or terminate your ability to access or use the Website if we determine in our sole discretion that you pose a threat to the Website or its users or that your conduct is inconsistent with our brand values. We will not be liable for any cost, expense or damages whatsoever arising out of the termination of these Terms.

If these Terms are terminated, the parties are released from the obligations to continue to perform under these Terms, except those obligations that expressly, or by their nature, survive termination, and each party retains the rights and claims it has against the other party for any past breach of these Terms.

Our Consent or Approval
As to any provision in these Terms that grants us a right of consent or approval or permits us to exercise a right in its “sole discretion,” we may exercise that right in our sole and absolute discretion. No consent or approval will be deemed to have been granted by us without being in writing and signed by an officer of The U Group & Co Limited.

Your Consent to Electronic Communications
When you use the Website, including signing up to receive email, you consent to receive electronic records from us and consent to us contacting you electronically. We will try to promptly respond to all inquiries, but we are not obligated to do so. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that any time you electronically transact, agree or consent via the Website it is intended to be an electronic signature which binds you as if you had signed on paper. You agree that your use of the Website, other than to read the Terms and Privacy Policy, constitutes agreement to the Terms without further action by you. In order to withdraw your consent, update your contact information, or request access to your electronic records, please complete The U Group Privacy Rights Request Form. If you would like to obtain paper copies of electronic records, we may charge up to $.10 per page, plus the cost of shipping. We will disclose that cost to you prior to sending you electronic records. Your consent to receive electronic records applies to your use of the Website, including any email programs. Your devices must be able to review websites and receive electronic records, depending on whether you are using the Website, or subscribing to email messages.

Severability
If any part of these Terms is or becomes illegal, invalid or otherwise unenforceable, then to the extent permissible by law, that term which is found to be illegal, invalid or unenforceable, shall be severed and deleted and the remaining Terms shall survive and remain in full force and effect and continue to be binding and enforceable.

Investigations; Cooperation with Law Enforcement; Termination; Survival
As permitted by applicable law, we reserve the right, without limitation, to: (i) investigate any suspected breaches of the Website security or our information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms, (iii) use any information obtained by us in accordance with our Privacy Policy in connection with reviewing law enforcement databases or complying with applicable laws and use and/or disclose any information obtained by us to comply with law enforcement requests or legal requirements in accordance our Privacy Policy, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms, and (vi) discontinue the Website, in whole or in part, or, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to us under these Terms. Upon suspension or termination of your access to the Website, or upon notice from us, all rights granted to you under these Terms will cease immediately, and you agree that you will immediately discontinue use of the Website.

Survival
The provisions of these Terms which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to us in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.

Notice
You agree that any notice or communication we give to you pursuant to these Terms may be given to the email address we have recorded for you or by posting such notice or communication on the Website. A notice so given shall be deemed received by the intended recipient on the date the notice is sent or posted (as the case may be).

Assignment
We may assign, novate or transfer in whole or in part any of the rights or obligations under these Terms without your consent (and if we do so we will provide notice on  Website). These Terms are personal to you and so you may not assign, novate or sublicence in whole or in part any of your rights or obligations under these Terms without our prior written consent.

Complete Agreement; No Waiver
These Terms reflect our complete agreement regarding the Website and supersede any prior agreements, representations, warranties, assurances or discussion related to the Website. Except as expressly set forth in these Terms, (i) no failure or delay by you or us in exercising any of our rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.

Governing Law
These Terms are governed by and shall be construed in accordance with the laws of the State of Western Australia, and you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of Western Australia located in Perth, Australia.

Your comments and concerns
All feedback, comments, requests for technical support, and other communications relating to the Website should be directed to us at contact@recipe2shop.com.