1. You represent that you have read and agree to be bound by the terms and conditions of service ("TERMS") for lbirinyi.com. You further agree (a) to comply with U.S. law regarding the transmission of any data obtained from the Service (as defined herein) in accordance with the TERMS, (b) not to use the Service for illegal purposes and (c) not to interfere or disrupt networks connected to the Service.

2. Intellectual Property. This service, including but not limited to text, content, photographs, video, audio, and graphics (the "Service"), is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. The Service is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. All individual articles, columns, and other elements making up the Service are also copyrighted works. You agree to abide by all additional copyright notices or restrictions contained in the Service.

3. Restrictions on Use. You may not use the Service for any illegal purpose or in any manner inconsistent with the TERMS. You agree to use the Service solely for your own noncommercial use and benefit, and not for resale or other transfer or disposition to, or use by or for the benefit of, any other person or entity. You agree not to use, transfer, distribute, or dispose of any information contained in the Service in any manner that could compete with the business of Birinyi. You acknowledge that the Service has been developed, compiled, prepared, revised, selected and arranged by Birinyi through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort and money and constitutes valuable intellectual property and trade secrets of Birinyi. You agree to protect the proprietary rights of Birinyi (and any others having rights in the Service) during and after the term of this agreement and to comply with all reasonable written requests made by Birinyi or its suppliers of content, equipment or otherwise ("Suppliers") to protect their and others' contractual, statutory and common law rights in the Service. You agree to notify Birinyi in writing promptly upon becoming aware of any unauthorized access or use of the Service by any party or of any claim that the Service infringes upon any copyright, trademark, or other contractual, statutory or common law rights.

4. Further Restrictions on Use. YOU MAY NOT COPY, REPRODUCE, RECOMPILE, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, DISTRIBUTE, PUBLISH, DISPLAY, PERFORM, MODIFY, UPLOAD TO, CREATE DERIVATIVE WORKS FROM, TRANSMIT, OR IN ANY WAY EXPLOIT ANY PART OF THE SERVICE, EXCEPT THAT YOU MAY DOWNLOAD MATERIAL FROM THE SERVICE AND/OR MAKE ONE PRINT COPY FOR YOUR OWN PERSONAL, NONCOMMERCIAL USE; PROVIDED THAT YOU RETAIN ALL COPYRIGHT AND OTHER PROPRIETARY NOTICES. THE ANALYSIS AND PRESENTATION INCLUDED IN THE SERVICE MAY NOT BE RECIRCULATED, REDISTRIBUTED OR PUBLISHED BY YOU WITHOUT BIRINYI' S PRIOR WRITTEN CONSENT. MODIFICATION OF THE SERVICE'S CONTENT WOULD BE A VIOLATION OF BIRINYI'S COPYRIGHT AND OTHER PROPRIETARY RIGHTS. ADDITIONALLY, YOU MAY NOT OFFER ANY PART OF THE SERVICE FOR SALE WITHOUT THE PRIOR WRITTEN CONSENT OF BIRINYI. THE SERVICE AND THE INFORMATION CONTAINED THEREIN MAY NOT BE USED TO CONSTRUCT A DATABASE OF ANY KIND. NOR MAY THE SERVICE BE STORED (IN ITS ENTIRETY OR IN ANY PART) IN DATABASES FOR ACCESS BY YOU OR ANY THIRD PARTY OR TO DISTRIBUTE ANY DATABASE SERVICES CONTAINING ALL OR PART OF THE SERVICE. YOU MAY NOT USE THE SERVICE IN ANY WAY TO IMPROVE THE QUALITY OF ANY DATA SOLD OR CONTRIBUTED BY YOU TO ANY THIRD PARTY. FURTHERMORE, YOU MAY NOT USE ANY OF BIRINYI'S TRADEMARKS, TRADE NAMES OR SERVICE MARKS IN ANY MANNER WHICH CREATES THE IMPRESSION THAT SUCH NAMES AND MARKS BELONG TO OR ARE ASSOCIATED WITH YOU OR ARE USED WITH BIRINYI’S CONSENT, AND YOU ACKNOWLEDGE THAT YOU HAVE NO OWNERSHIP RIGHTS IN AND TO ANY OF THESE NAMES AND MARKS.

5. License. You acquire absolutely no rights or licenses in or to the Service and materials contained therein other than the limited right to utilize the Service in accordance with the TERMS. Should you choose to download content from the Service, you must do so in accordance with the TERMS. Such download is licensed to you by Birinyi ONLY for your own personal, noncommercial use in accordance with the TERMS and does not transfer any other rights to you.

6. Rights Reserved. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Service (the "Intellectual Property Rights") shall, as between you and Birinyi, at all times be and remain the sole and exclusive property of Birinyi. All present and future rights in and title to the Service (including the right to exploit the Service and any portions of the Service over any present or future technology) are reserved to Birinyi for its exclusive use. Except as specifically permitted by the TERMS, you may not copy or make any use of the Service or any portion thereof. Except as specifically permitted herein, you shall not use the trademarks, trade names, service marks, trade dress, logos or titles of Birinyi or the Service, or the names of any individual participant in, or contributor to, the Service, or any variations or derivatives thereof, for any purpose, without Birinyi's prior written approval.

7. Disclaimer and Limitation of Liability. You agree that your use of the Service is at your sole risk and acknowledge that the Service and anything contained therein, including, but not limited to, content, services, goods or advertisements (the "Items") are provided "AS IS" and that Birinyi makes no warranty of any kind, express or implied, as to the Items, including, but not limited to, merchantability, noninfringement, title or fitness for a particular purpose or use. Birinyi does not warrant that the Service is compatible with your equipment or that the Service is free of errors or viruses, worms or "Trojan horses" and is not liable for any damage you may suffer as a result of such destructive features. You agree that Birinyi, its Suppliers and its third-party agents shall have no responsibility or liability for (i) any injury or damages, whether caused by the negligence of Birinyi, its employees, subcontractors, agents, Suppliers or otherwise arising in connection with the Service and shall not be liable for any lost profits, losses, punitive, incidental or consequential damages or any claim against Birinyi by any other party or (ii) any fault, inaccuracy, omission, delay or any other failure in the Service caused by your computer equipment or arising from your use of the Service on such equipment. The content of other Web sites, services, goods or advertisements that may be linked to the Service is not maintained or controlled by Birinyi. Birinyi is therefore not responsible for the availability, content or accuracy of other Web sites, services or goods that may be linked to, or advertised on, the Service. Birinyi does not (a) make any warranty, express or implied, with respect to the use of the links provided on the Service, (b) guarantee the accuracy, completeness, usefulness or adequacy of any other Web sites, services, goods or advertisements that may be linked to the Service or (c) make any endorsement, express or implied, of any other Web sites, services, goods or advertisements that may be linked to the Service. Birinyi is also not responsible for the reliability or continued availability of the telephone lines and equipment you use to access the Service. You understand that Birinyi and/or third-party contributors to the Service may choose at any time to inhibit or prohibit their content from being accessed under the TERMS.

8. Further Disclaimer and Limitation of Liability. You acknowledge that (i) the Service is provided for information purposes only and is not intended for trading purposes, (ii) the Service includes information taken from various public and proprietary sources and (iii) Birinyi does not guarantee the sequence, accuracy, completeness or timeliness of the Service. Accordingly, anything to the contrary herein set forth notwithstanding, Birinyi, its officers and employees, general partner, affiliates, subsidiaries, successors and assigns, Suppliers and its third-party agents shall not, directly or indirectly, be liable, in any way, to you or any other person for (i) any inaccuracies or errors in or omissions from the Service including, but not limited to, quotes and financial data, (ii) any delays, errors or interruptions in the transmission or delivery of the Service or (iii) any loss or damage arising therefrom or occasioned thereby, or by any reason of nonperformance.

9. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL BIRINYI, ITS SUPPLIERS OR ITS THIRD PARTY AGENTS BE LIABLE TO YOU FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES EVEN IF AN AUTHORIZED BIRINYI REPRESENTATIVE HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM USE OF OR INABILITY TO USE THE SERVICE OR ANY PROVISION OF THE TERMS, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages. In no event shall Birinyi's total liability to you for all damages, losses, and causes and action (whether in contract or tort, including but not limited to negligence) exceed the amount paid by you, if any, for accessing this site.

10. Indemnification. You agree, at your own expense, to indemnify, defend, and hold harmless Birinyi, and its employees, representatives, Suppliers, and agents, against any claim, suit, action, or other proceeding brought against Birinyi, its employees, representatives, Suppliers, and agents, by a third party, to the extent that such claim, suit, action or other proceeding brought against Birinyi, its employees, representatives, Suppliers, and agents is based on or arises in connection with the Service, including but not limited to (i) your use or someone using your computer's use of the Service; (ii) a violation of the TERMS by you or anyone using your computer; (iii) a claim that any use of the Service by you or someone using your computer infringes any Intellectual Property Right (as herein defined) of any third party, or any right of personality or publicity, is libelous or defamatory, or otherwise results in injury or damage to any third party; (iv) any deletions, additions, insertions, or alterations to, or any unauthorized use of, the Service by you or someone using your computer; (v) any misrepresentation or breach of representation or warranty made by you contained herein; or (vi) any breach of any covenant or agreement to be performed by you hereunder. You agree to pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees, expenses and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action or proceeding attributable to any such claim.

11. Termination. Either you or Birinyi may terminate the TERMS with or without cause at any time and effective immediately. You may terminate the TERMS by discontinuing use of the Service and destroying all materials obtained from the Service. These TERMS will terminate immediately without notice from Birinyi if you, in Birinyi's sole discretion, fail to comply with any provision of these TERMS. Upon termination by you or upon notice of termination by Birinyi, you must destroy promptly all materials obtained from the Service and any copies thereof. Sections two through ten (2-10) and twelve (12) shall survive any termination of the TERMS.

12. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the United States and the State of New York, without giving effect to conflicts of law principles thereof. You agree to submit to the personal jurisdiction of the state and federal courts located in New York County in the State of New York with respect to any legal proceedings that may arise in connection with the Service or from a dispute as to the interpretation or breach of the TERMS.

13. Access Outside the United States. Birinyi does not represent that materials in the Service are appropriate or available for use in countries outside the United States. If you choose to access the Service from outside the United States, you are responsible for compliance with foreign and local laws. Software from the Service is further subject to United States export controls and may not be downloaded, exported, or reexported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, or Syria, Sudan, or any other country to which the U.S. has embargoed goods or (ii) to anyone on the U.S. Treasury Department's Table of Deny Orders. By using the Service, you represent and warrant that you are not located in, controlled by, or a national or resident of any such country or on any such list.

14. Cancellations and Refunds. Refunds are issued pro-rata on a monthly basis, with a minimum charge of one month.

15. Miscellaneous. You accept that Birinyi has the right to change the content or technical specifications of any aspect of the Service at any time at Birinyi's sole discretion. You further accept that such changes may result in your being unable to access the Service.

16. Headings. The section titles in the TERMS are used solely for the convenience of you and Birinyi and have no legal or contractual significance.

17. Severability. If any provision of the TERMS is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of the TERMS will remain in force.

18. Entire Agreement. The TERMS are the entire agreement between you and Birinyi.

19. Contact Information. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given to Birinyi at P.O. Box 711, Westport, CT 06881, Attention: President.