TERMS OF USE

These Terms & Conditions of Use govern your use of the Calios, Inc. (Calios) and The Food Guys, Inc. (The Food Guys) website, including online ordering. References to 'website' include the following: http://www.caliosonline.com or any other site, services (including web-services), software, application or media managed by Calios. Your use of the Calios website constitutes your acceptance of these Terms & Conditions of Use.

Subject to law, Calios may, in its discretion, from time to time amend or otherwise modify the Terms & Conditions of Use. Calios recommends you carefully read, each time you visit the website, the Terms & Conditions of Use as they may affect your rights.

If you do not agree with the Terms & Conditions of Use, do not use the website or order online.

PRIVACY POLICY

The Calios Privacy Policy forms part of the Terms & Conditions of Use http://www.caliosonline.com/privacypolicy

THE WEBSITE

These Terms & Conditions of Use apply to all users of the Calios website. The Calios website may include content, information or links to third parties or third party websites. By accepting these Terms & Conditions of Use you agree to relieve Calios from any liability whatsoever arising from your use of information from a third party or your use of any third-party website. Calios recommends that before you disclose any personal information to a third party that you first read and accept the third party's privacy policy and terms and conditions of use (if applicable) of their website.

YOUR ACCESS TO THE WEBSITE

Calios hereby provides its permission for you to access its website in accordance with these Terms & Conditions of Use, provided that (1) your use of the website is solely for your individual, personal, commercial and non-commercial use, and (2) you will not copy, distribute or publish any part of the website other than as may be reasonably necessary to use the website for its intended purpose, and (3) you will otherwise comply with the Term & Conditions of Use.

You agree not to use or launch, or cause to be used or launched, any automated system or program in connection with the Calios website or online ordering, including without limitation, publishing or distributing vouchers or codes, "robots", "spiders", "offline readers" and the like. Notwithstanding the foregoing, Calios grants the operators of public search engines permission to use spiders to copy materials from the website for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Calios reserves the right to revoke these exceptions either generally or in specific cases.

You agree not to collect or harvest any personally identifiable information from the website or use the communication systems provided by the website for any commercial solicitation purposes. You agree not to solicit for any reason whatsoever any users of the website with respect to their submissions to the website.

INTELLECTUAL PROPERTY RIGHTS

The website contains many valuable trademarks owned and used by Calios and its subsidiaries. These trademarks are used to distinguish Calios quality products and services. These trademarks and related proprietary property are protected from reproduction and and are not to be copied without the prior express written permission of Calios.

The text, graphics, and Calios html code (including flash files and java script) contained in the website are the exclusive property of Calios. The text, graphics and html code contained here may not be copied, distributed, displayed, reproduced, or transmitted in any form or by any means without the prior express written permission of Calios.

The website may link to sites not maintained by or related to Calios. Hyper-text links are provided as a service to users and are not sponsored by or affiliated with this website or Calios. Calios has not reviewed the sites hyper-linked to or from this website and is not responsible for the content of any other site. These links are to be accessed at the user's own risk. Calios makes no representations or warranties about the content, completeness, or accuracy of these links or the sites hyper-linked to this website. Furthermore, Calios does not implicitly endorse third-party sites hyper-linked to this website.

The content on the Calios website, except all User Submissions (as defined below), including, without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Calios, subject to copyright and other intellectual property rights under law. Content on the website is provided to you as is for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Calios reserves all rights not expressly granted in and to the website and the Content. You agree not to engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the website for any commercial purposes. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the website or the Content therein.

USER SUBMISSIONS

The Calios website, application/s or software may now or in the future permit the submission of written works, photos, audio files, videos or other communications submitted by you and other users of the website ("User Submissions") and the hosting, sharing and/or publishing of the User Submissions. Once the User Submissions are submitted to our website or through social media managed by Calios, the submissions become property of Calios. You understand that whether or not such User Submissions are published on the website, Calios does not guarantee any confidentiality with respect to any submissions. You agree that Calios may publish your name and submissions on the Calios website, Calios-managed social media or in any other press releases of media items.

In connection with your own User Submissions, you affirm, represent and/or warrant that: you own or have the necessary licenses, rights, consents and permissions to use and authorize Calios to use all patent, trade mark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the website and Terms & Conditions of Use; and you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every identifiable person to enable inclusion and the use of the User Submissions in the manner contemplated by the User Submissions become the property of Calios. By submitting the User Submissions to Calios, you hereby grant Calios a perpetual, worldwide, royalty-free, transferable license to use, reproduce, distribute, prepare derivative works of, display and perform the User Submissions in connection with the website and the Calios business, including without limitation for promoting and redistributing all or part of the website (and any derivative works) in any media formats and through any media channels. You also hereby grant each recipient of any User Submission a non-exclusive license to access your User Submissions through the website and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the website under these Terms & Conditions of Use; and in connection with your User Submissions, you agree that you will not (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Calios all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Calios or any third party; (iii) submit material that is unlawful, obscene, defamatory, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business: (v) impersonate another person.

Calios does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Calios expressly disclaims any and all liability in connection with User Submissions. Calios does not permit copyright infringing activities and infringement of intellectual property rights on its website, and Calios will block and remove all content and User Submissions if properly notified that such content or User Submission infringes on another's intellectual property rights. Calios reserves the right to remove content and User Submissions without prior notice.

Calios may also terminate, without notice, a user's access to its website, if they are determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity twice and/or has had a User Submission removed from the website. Calios also reserves the right to decide whether content or a User Submission is appropriate and complies with these Terms & Conditions of Use for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. Calios may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms & Conditions of Use at any time, without prior notice and at its sole discretion. In addition, you agree that you will not email any of your User Submissions or links to your User Submissions to individuals with whom you are not acquainted.

ONLINE ORDERING

If the website is used (including for online ordering), you are responsible for maintaining the confidentiality of your personal details, password and payment details. You agree to accept full responsibility for all your activities on our website and online ordering. If you order online we may send you an email confirming the details of your order. The Calios online ordering system must only be used by persons over the age of eighteen (18) years, or otherwise under the supervision of an adult or guardian. Calios reserves the right to refuse service, terminate your access to the website or online ordering, remove or edit any content or cancel your order/s in its sole discretion and without prior notice to you. In making the Calios online ordering system available for use, The Food Guys:

merely acts as an agent of sub-franchisee stores from which the products or services will be provided (as selected by you or determined based on proximity to the delivery address);

in its capacity as agent, collects and processes any online payments and remits this amount to the store from which the products or services are provided;

does not provide you with any goods or services;

makes no warranties or representations regarding the goods and services to be provided (including availability and delivery);

does not guarantee that the website and online ordering system will be error-free or that any errors will be corrected. Calios and The Food Guys does not guarantee that the website or online ordering system will be free from viruses or other harmful components;

and reserves the right to alter the agreed price if an incorrect price was caused by a software fault, error or malicious attack.

In using Calios online ordering system you:

acknowledge that all online orders are treated as an express intention to purchase the nominated goods or services for the agreed online prices;

acknowledge that you contract with the individual store from which you order and not The Food Guys and therefore you have no claim against The Food Guys;

indemnify The Food Guys from all claims relating to a failure of the online ordering system; acknowledge orders placed may be denied at the store’s discretion;

agree you are the authorized cardholder and authorize Calios or its affiliated franchisees to charge the credit card provided;

agree to pay for and receive orders placed upon completing an online transaction;

acknowledge that refunds will only be given if the store accepts fault for undeliverable items;

acknowledge that your IP address will be tracked to further authenticate the user; agree that the user is liable for payment for any orders placed.

INDEMNITY

You agree to defend, indemnify and hold harmless Calios, The Food Guys, related corporations, affiliates, and the officers, directors, employees and agents of these entities, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to legal fees) arising from: (i) your use of and access to the website; (ii) your violation of any term of these Terms & Conditions of Use; and (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; and (iv) any claim that one of your User Submissions caused damage to a third party.

ABILITY TO ACCEPT TERMS & CONDITIONS OF USE

You affirm that you are 18 years of age or older, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms & Conditions of Use, and to abide by and comply with these Terms & Conditions of Use.

GENERAL

These Terms & Conditions of Use shall be governed by the laws of the United States of America. Any claim or dispute between you and Calios and/or The Food Guys that arises in whole or in part from the Calios website shall be decided exclusively by a court of competent jurisdiction located in Brisbane, Queensland. These Terms & Conditions of Use, together with the Calios website Privacy Policy and any other legal notices published by Calios and/or The Food Guys on the website, shall constitute the entire agreement between you and Calios and/or The Food Guys concerning the website.

If any provision of these Terms & Conditions of Service or Privacy Policy is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms & Conditions of Service and/or Privacy Policy as applicable, which shall remain in full force and effect. No waiver of any term of these Terms & Conditions of Use shall be deemed a further or continuing waiver of such term or any other term, and the failure by Calios to assert any right or provision under these Terms & Conditions of Use shall not constitute a waiver of such right or provision.