These User Terms of Use (the “Terms of Use” or “Agreement”) are made and entered into by and between you (“Consumer”, “User”, “you” or “your”) and Chefville LLC, a Florida limited liability company, doing business as Chefpost (referred to in these Terms of Use as “Chefpost”, “we”, “us” or “our”). This Agreement sets forth the legally binding terms and conditions for your use of our website at www.chefpost.com (the “Website”), mobile application (the “App”), and other services made available through the Website and App that allow Users to book a private chef as well as caterers, decorators, and other similar service providers (each a “Service Provider”) (such services, the Website, and the App, collectively, “Services”). All users of our Services, including you, are also referred to collectively as “Users”.

BEFORE YOU PROCEED, PLEASE READ THESE TERMS OF USE CAREFULLY. THIS AGREEMENT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY ACCESSING, DOWNLOADING, OR USING ANY OF OUR SERVICES, YOU ACCEPT AND AGREE TO THESE TERMS OF USE HEREOF WITHOUT ANY MODIFICATIONS, ADDITIONS OR DELETIONS. YOU AGREE TO ABIDE BY AND BE BOUND BY THE TERMS DESCRIBED HEREIN AND BY ALL TERMS, POLICIES, AND GUIDELINES INCORPORATED BY REFERENCE AS WELL AS ANY ADDITIONAL TERMS AND RESTRICTIONS PRESENTED IN RELATION TO SPECIFIC CONTENT OR A SPECIFIC PRODUCT, SERVICE OR FEATURE OFFERED THROUGH THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU ARE NOT AUTHORIZED TO USE OUR WEBSITE, APP, OR ANY OTHER SERVICES.

Acceptance of these Terms of Use. 

By visiting the Website or App, registering for a User Account (as defined below), or otherwise using the Services, you are agreeing to be bound by these Terms of Use and any other terms that may be contained or embedded in the Service, from time to time.

About Chefpost.

Chefpost provides its web-based service that allows you to secure the in-person services and goods of our Service Providers, including private chefs, caterers, decorators, and other similar providers at a time and location you specify. Users may search for Service Providers by inputting criteria into the “search” feature of the Website or App, such as the date, time, location, number of guests, and preferred cuisine type for an upcoming meal or event. Users may then view profiles of matched Service Providers, including a listing of their services and associated pricing. If a User finds a satisfactory Service Provider, the User may add selected services to a “cart” which will display all fees and taxes (“Fees”) and allow the User to input any special instructions and add a tip. To finalize the transaction, payment then must be made through the Website or App by credit or debit card, as further detailed below.

You acknowledge and agree that while Chefpost provides a platform to connect you with Service Providers, we do not manage or arrange any events for which you obtain the services of a Service Provider. As a result, any part of an actual or potential transaction involving you and a Service Provider beyond completing a booking for such transaction, including the quality of the meal, ingredients used, food prepared, menu served, safety and condition of the venue provided, and the truth or accuracy of any Service Provider listings (including the content thereof or any ratings and reviews) are ultimately your and such Service Provider’s responsibility. Further, while Chefpost may take reasonable actions, as determined in its sole discretion, including conducting background checks (as provided for below), to review or confirm the quality of services provided by such Service Providers, Chefpost ultimately has no control over, and hereby disclaims all liability for, the quality of the services provided by the Service Providers, the truth or accuracy of the information provided by Service Providers, or the ability of a Service Provider to complete the services in a timely manner, if at all.

User Accounts.

In order to complete a transaction with a Service Provider, you will be required to register an account with us and provide certain information as requested in connection therewith (“User Account”). You may also create a User Account at any time prior to finalizing a transaction, although a User Account is not required to search for Service Providers.

In creating a User Account, you agree that you shall (i) provide true, accurate, current, and complete information about yourself as requested during the registration process, and (ii) maintain and promptly update such information to ensure that it is true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, Chefpost may, at its sole discretion, suspend or terminate your User Account and refuse any and all current or future use of the Services or any portion thereof.

You agree to comply with all local laws regarding online conduct and acceptable content, as well as all other operating rules, policies, and procedures that may be published from time to time on the Services by Chefpost, each of which is incorporated herein by reference and each of which may be updated by Chefpost from time to time without notice to you.

You may also be permitted to create or associate your User Account with your login credentials from certain social media providers, including Facebook. If you log in or otherwise associate your User Account with such social media accounts, we may receive information about you from such social media providers, in accordance with their own terms and conditions (e.g., terms of use and privacy policy). Chefpost is not responsible for the contents or transmission of any information or content shared with a social media provider.

Our collection and sharing of your personal information are governed by the terms of our Privacy Policy, as further defined below, to which you expressly agree.

Payment.

All Fees for any transaction you make through the Services must be pre-paid at the time of booking, in the amount presented to you at such time, in advance of receiving any services or goods from a Service Provider. Once your payment transaction is complete you will receive a confirmation email. You represent, warrant, and covenant that all information you provide to us related to payment is true, accurate, and complete.

Chefpost uses the third-party service Stripe for collecting and receiving payment of Fees. By making any payments on or through the Services, you agree to Strip’s terms, conditions, and privacy policies located at https://stripe.com/us/privacy and further authorize Chefpost to share with Stripe any information and payment instructions to provide as necessary to complete your transactions.

Promotions and Discounts. 

From time to time, Chef post may offer certain promotions and discounts related to the Services. To qualify for such promotional discounts, you may be required to enter a unique code prior to finalizing your order. Certain Services or payment options may not be eligible, and any further rules and restrictions will be disclosed at the time promotional offers are presented to you. By participating in a promotion or discount, you agree to any such applicable rules and restrictions. If you have any questions regarding promotional offers, please contact us at privacy@chefpost.com.

Gift Cards.

Chefpost may allow you to purchase gift cards for use towards future purchases through the Services. Users may give gift cards to third parties as personal or business gifts. Gift cards may not be resold, returned, or refunded. Risk of loss of a gift card passes to the purchaser upon electronic transmission or physical delivery to a carrier, whichever is applicable. If you lose a gift card you must immediately notify Chefpost, and subject to our internal investigation, in our sole discretion, we may choose to cancel the gift card and issue you a new gift card with the remaining balance. You agree to all terms and conditions presented in connection with any such gift cards and/or rewards, which are incorporated into and made part of these Terms.

Cancellations and Refunds

Chefpost’s Cancellation Policy may be accessed here and is incorporated herein by reference. Chefpost reserves the right to change and/or modify its Cancellation Policy at any time.

Service Provider Background Checks.

Chefpost uses third-party providers to perform certain background checks on Service Providers at the initiation of the application and onboarding process for every Service Provider. While Chefpost strives to ensure the safety of its consumers by thoroughly vetting Service Providers, we cannot make any representation or warranty as to the accuracy or completeness of the information provided by such background checks. You agree that Chefpost shall not be responsible for any claims or damages related to information obtained, or not obtained, from a background check as well as any tortious, criminal, or other wrongful acts committed by a Service Provider. Please contact us at privacy@chefpost.com if you have any questions regarding our background check procedures.

PLEASE NOTE: CHEFPOST PERFORMS ITS INITIAL SCREENING OF SERVICE PROVIDERS AT THE START OF ITS ONBOARDING PROCESS, AND MAY CONDUCT ADDITIONAL SCREENING ANY TIME THEREAFTER AT ITS SOLE DISCRETION. AS SUCH, INFORMATION FOR A SERVICE PROVIDER MAY CHANGE OR EXPIRE DURING THE PERIOD BETWEEN SCREENINGS. ADDITIONALLY, CHEFPOST PERFORMS ITS SCREENING SOLEY BASED UPON THE PERSONAL INFORMATION PROVIDED BY SERVICE PROVIDERS. CHEFPOST DOES NOT REPRESENT OR WARRANT THAT ANY BACKGROUND CHECK AND/OR INFORMATION ON A SERVICE PROVIDER’S PROFILE IS CURRENT OR ACCURATE. CHEFPOST DOES NOT HAVE AN OBLIGATION TO UPDATE SUCH INFORMATION FOR SERVICE PROVIDERS. WE STRONGLY ENCOURAGE YOU TO VERIFY THAT INFORMATION PRESENTED ON THE SERVICE PROVIDER’S PROFILE IS CURRENT AND ACCURATE PRIOR TO INITIATING ANY TRANSACTION.

Electronic Communication.

During the registration process and through your User Account, Chefpost allows Users to opt-in to receive electronic communication containing updates, new promotions, discounts, and other communications in writing (“Communications”) regarding services offered through the Website or App. Providing your e-mail address and accepting these Terms of Use confirms your ability and consent to receive Communications electronically, rather than in paper form. To withdraw your consent to receive electronic communications, please write us by e-mail at privacy@chefpost.com with the subject line: “Unsubscribe from Electronic Communications.” In addition, our communications themselves may include the opportunity to opt-out.  For example, our e-mails include an unsubscribe link.

Text Messages.

In your User Account, Chefpost may allow Users to opt-in to receive automated text messages containing new promotions, discounts, and other notifications regarding our Services. By checking the opt-in box in your User Account, you agree to receive text messages until you tell us to stop sending them. You may also elect to change the frequency of your notifications.

If your rate plan charges you for each text, then you will be charged by your carrier for these text messages from Chefpost at your normal rate. To stop receiving our text messages simply reply STOP to any text message. One final message will be sent to your number confirming the cancellation, but no more messages will be sent after that one.

For support or information about Chefpost’s text message program, you may e-mail us at privacy@chefpost.com. 

Chefpost will never, under any circumstances, sell or distribute your cell phone number to third parties. Chefpost will never directly market to you any services for which you have not opted in, either by cell phone, text message, or email. Chefpost will never distribute any personal information about you, including your phone number, name, billing information, or any other piece of identifying information, other than as per our Privacy Policy.

Eligibility and Territory. 

Persons who are under eighteen (18) years of age, or who are under the applicable legal age of majority in their jurisdiction, are not eligible for User Accounts or to otherwise use the Services and may not do so. The Services are only available to Users in the United States of America (“Territory”). You are not authorized to access our Website or App, use the Services or register for a User Account if you are outside of the Territory.

Privacy Policy and Cookie Policy. 

In connection with your use of the Service, you expressly agree to our Privacy Policy and our Cookie Policy. Please read the Privacy Policy and Cookie Policy carefully in order to learn more about how we use the information we collect from you when you access, visit or use the Service. The Privacy Policy and Cookie Policy are part of and is governed by these Terms of Use and by agreeing to the Terms of Use, you agree to be bound by the terms of the Privacy Policy and Cookie Policy, and you agree that we may use information collected from you in accordance with the Privacy Policy and Cookie Policy.

Prohibited Activities. 

You may not access or use our Service for any purpose other than the purpose for which we make it available to you. We may prohibit certain activities in connection with the Service at our discretion.  These prohibited activities include, without limitation, the following:

• Criminal or tortious activity, including fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, copyright infringement, patent infringement, trademark infringement, or theft of trade secrets.
• Using any information obtained from the Service in order to contact, advertise to, solicit or sell any products or services to any User without their prior explicit consent.
• Interfering with, disrupting or creating an undue burden on the Service or the networks or services connected to the Service.
•  Attempting to impersonate another User or person or using the User I.D. or account of another User.
•  Misrepresenting eligibility for Cash Rebates;
•  Using any information obtained from the Service in order to harass, abuse or harm another person.
•  Using the Service in a manner inconsistent with any and all applicable laws and regulations.
• Using or otherwise accessing the Service for any reason other than a good faith interest in purchasing the identified Vehicle. 
•  Undertaking any activity which infringes on our or any third-party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity and privacy.
• Posting or submitting any content which is libelous, defamatory, threatening, harassing, invasive of privacy, abusive, tortious, hateful, discriminatory, pornographic or obscene.
• ransmitting any trade secret or other material, non-public information about any person, company or entity without the authorization to do so;
• Restricting or inhibiting any other visitor from using the Website, including without limitation, by means of “hacking” or defacing any portion of the Website.
•  Modifying, adapting, sub-licensing, translating, selling, reverse engineering, decompiling, or disassembling any portion of the Website.
• Removing any copyright trademark or other proprietary rights notices contained on the Website.
• Distributing any virus, worm or other similar or deleterious files, scripts or programming routines through the Website.
• Using any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine” the Website or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents, authentications and security measures; or
• Harvesting or collect information about any Users or Consumers without their express consent.
• Attempting to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to the Services;
• Modifying, translating, or creating derivative works based on the Services; or
•  Removing any proprietary notices or labels on the Website.

Non-Circumvention.

By using our Services, you represent, warrant, and covenant that you and your agents, representatives, assignees, successors, and any other similar persons or entities, shall not directly or indirectly interfere with, circumvent, attempt to circumvent, avoid or bypass Chefpost in connection with any transactions between yourself and any third party to whom you are introduced through the Services, including but not limited to Service Providers, or obviate or interfere with the relationship between Chefpost and such third parties for the purpose of gaining any benefit, whether such benefit is monetary or otherwise. You also agree not to make use of any third party to do so. Violation of this provision may result in Chefpost taking legal action against you, including but not limited to the pursuit of monetary compensation, legal fees, penalties, injunctive relief or any other equitable relief under the law. Chefpost highly advises Users not to hire, or make any payments to, any Service Providers outside of the Services.

You acknowledge and agree that any violation of any of the covenants contained herein would cause substantial, irreparable damage to Chefpost, the full extent of which would not be capable of calculation with mathematical precision. In view of the circumstances, you agree that Chefpost will be entitled to seek any and all damages applicable by law in addition to an injunction. You acknowledge and agree that this paragraph is beneficial to both you and Chefpost, in that without its protection Chefpost would be unable to give you all of the rights and benefits contemplated in these Terms of Use.

Intellectual Property Rights.

The Service and its contents, and the trademarks, service marks and logos contained on the Service, including, but not limited to, CHEFPOST™, are the intellectual property of Chefpost or its licensors and constitute trademarks, patents, copyrights, and other intellectual property rights of Chefpost or its licensors under the U.S. and foreign laws and international conventions. The Service, its contents, and any data generated or produced using the Service may only be used for your informational, personal, non-commercial use and may not be used, copied, reproduced, distributed, transmitted, broadcasted, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the express wrote consent of Chef post. No right, title, or interest in or to the Service or materials provided therewith is granted or transferred to you except as expressly set forth herein. You do not acquire any ownership rights to the Service or to any contents contained on the Service through your use thereof. All rights not expressly granted in these Terms of Use are reserved by Chefpost and its respective licensors, affiliates, and contractors.

Copyright Complaints.

Chefpost respects the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and at our discretion, in addition to our other remedies, terminate, discontinue, suspend and/or restrict the account/profile or ability to access, visit, and/or use the Service of users who infringe the copyright rights of others, and we may choose to remove, delete, erase, or disable access to Content deemed to be infringing. It is our policy to terminate the access of repeat infringers.

If you have reason to believe that your content has been copied and/or is accessible on the Service in a way that constitutes copyright infringement, or that the Service contains links or other references to another site, application, destination, or service that contains content or activity that infringes your copyright rights, you may notify us by providing a document via e-mail that includes the following information (as required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. sec. 512) to our copyright agent set forth below:

i. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

ii. Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at the Service are covered by a single notification, a representative list of such works at the Service;

iii. Identification of the copyrighted work that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate such copyrighted work;

iv. Information reasonably sufficient to enable us to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;

 v.  A statement that the complaining party has a good faith belief that use of the copyrighted work in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

vi.  A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

IMPORTANT: MISREPRESENTATIONS MADE IN A NOTICE CLAIMING THAT CONTENT OR ACTIVITY IS INFRINGING VIOLATE THE DIGITAL MILLENNIUM COPYRIGHT ACT AND MAY EXPOSE YOU TO LIABILITY FOR DAMAGES (INCLUDING COSTS AND ATTORNEYS’ FEES). COURTS HAVE FOUND THAT YOU MUST CONSIDER COPYRIGHT DEFENSES, LIMITATIONS, OR EXCEPTIONS BEFORE SENDING A NOTICE. ACCORDINGLY, IF YOU ARE NOT SURE WHETHER CONTENT RESIDING ON OUR SERVICE INFRINGES YOUR COPYRIGHT, WE SUGGEST THAT YOU FIRST CONTACT AN ATTORNEY. IN ADDITION, PLEASE DETERMINE WHETHER THE CONTENT YOU ARE SENDING A NOTICE ABOUT IS ACTUALLY RESIDING ON OUR SERVICE BEFORE SENDING THE NOTICE.

Copyright Agent:

DiSchino & Schamy, PLLC

Email: admin@dsmiami.com

Only copyright complaints should be sent to our Copyright Agent. No other communications will be accepted or responded to.

Restriction of Access to Services; Cancellation of User Accounts. 

Chefpost may permanently or temporarily suspend or terminate your use of the Services or your User Account if you violate these Terms of Use, or at any time, at our sole discretion.  We may also impose limits on or restrict your access to parts or all of the Service without notice or liability.  This Agreement will survive the termination of your User Account.

Termination of your User Account by You.

You may close your User Account at any time by going to your account settings and disabling your User Account or by notifying us, with seventy-two (72) hours advanced notice, at privacy@chefpost.com. This Agreement will survive the termination of your User Account.

User Content. 

You are solely responsible for any data, information (including personal), text, messages, photographs, videos, or other materials you upload or submit to or through the Services (“User Content”).  You agree that any User Content: (i) will be accurate; (ii) will not violate or facilitate the violation of any law or regulation; (iii) will not violate any right of a third party; and (iv) will not cause injury to any person or entity. You are solely responsible for the User Content you submit in connection with the Services, and Chefpost assumes no liability for any User Content submitted by you.  For any User Content, you submit, you grant to Chefpost a non-exclusive, fully paid-up, perpetual, irrevocable, royalty-free, transferable right and license to use, display, perform, transmit, copy, modify, delete, adapt, publish, translate, create derivative works from, and distribute such User Content all without compensation to you, solely as necessary to provide the Service to you. You represent and warrant that you have all rights necessary for you to grant the licenses granted in this section.  Information that can be used to personally identify you that you provide in connection with the Service will not be considered User Content and will be handled accordingly with our Privacy Policy.

Chefpost may seek your consent to use photographs, for example, the interior or exterior of your residence or that include your likeness, or to use your biographical information, correspondence or endorsements regarding the Services, or other materials that identify you personally relating to your use of the Services (collectively, “User Marketing Content”). If you consent to our use of such User Marketing Content, you grant to us a non-exclusive, perpetual, royalty-free, fully paid up, worldwide, fully sublicensable right and license to use, reproduce, display, distribute, make derivative works of, and otherwise use the User Marketing Content, including information that may identify you personally, for any lawful trade, marketing, promotional or advertising purpose in connection with our Services, anywhere in the world, in any medium, whether now known or later developed, including but not limited to social media platforms such as Facebook, Instagram, and Twitter.

Additionally, if you consent to our use of such User Marketing Content, you (i) waive any legal right to inspect, approve or receive additional compensation for any use of your name, likeness, biographical material, correspondence, or endorsement and (ii) expressly release Chefpost and our officers, employees, agents, and licensees from and against any and all past, present and future claims for compensation or liability that your or your successors, assigns or estate may have for violation of the right of privacy or publicity, defamation, libel or any other claim or cause of action arising out of such use of your name, likeness, biographical material, correspondence or endorsement.

You may revoke your consent with respect to our future use of any User Marketing Content as provided hereunder by sending an e-mail to privacy@chefpost.com.

Monitoring and Complaints.

Chefpost strives to provide an enjoyable online experience for our users, so we or the technology we employ may monitor activity on or through the Services to foster compliance with these Terms. You hereby specifically agree to such monitoring. Nevertheless, we do not make any representations, warranties, or guarantees that: (1) the Services, or any portion thereof, will be monitored for accuracy or unacceptable use, or (2) we will take any specific action (or any action at all) in the event of a challenge or dispute regarding compliance or non-compliance with these Terms of Use.

Notwithstanding the foregoing, Users agree that Chefpost has the right to fully cooperate with any law enforcement authorities or court order requesting or directing disclosure of the identity of any Users or other information of anyone posting any materials on or through the Services. YOU AGREE TO HOLD HARMLESS CHEFPOST AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM, AND WAIVE, ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY CHEFPOST DURING, OR AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER CHEF POST OR LAW ENFORCEMENT AUTHORITIES.

Feedback.

If you provide us with any comments, bug reports, feedback, or modifications proposed or suggested by you to the Website (“Feedback”), we shall have the right to use such Feedback at our discretion, including, but not limited to the incorporation of such suggested changes into the Services. You hereby grant us a perpetual, irrevocable, non-exclusive license under all rights necessary to incorporate and use your Feedback into our Services for any purpose.

Dietary Advice and Options; Food Allergies and Ingredient Intolerances.

Blog posts, newsletters content, and other information provided through the Services may contain recipes, meal recommendations, general health information and dietary advice (collectively, the “Dietary Advice”) and the food products delivered in connection with the Services (collectively, the “Dietary Options”) will contain various ingredients. The Dietary Advice and/or Dietary Options may include ingredients that you are allergic to.

PLEASE NOTE THAT THE SERVICES DO NOT PROVIDE MEDICAL OR OTHER LICENSED PROFESSIONAL ADVICE. NOTHING STATED OR POSTED ON THE WEBSITE OR APP OR OTHERWISE AVAILABLE THROUGH ANY SERVICES ARE INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE. THE CONTENT AND INFORMATION OBTAINED FROM THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY. THE SERVICES ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING A MEDICAL CONDITION OR BEFORE ADOPTING ANY DIETARY ADVICE OR PARTAKING IN ANY DIETARY OPTIONS, WHETHER OFFERED THROUGH OR BY THE SERVICES OR OTHERWISE. NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF INFORMATION YOU HAVE OBTAINED THROUGH THE SERVICES.

You should always check the ingredients associated with any Dietary Advice and Dietary Options to avoid potential allergic reactions. If you have or suspect that you have an allergic reaction or other adverse health events, promptly call 911 or contact your health care provider

Disclaimer of Warranties.

THE WEBSITE, APP, SERVICES, AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR THIRD-PARTY SITES MADE AVAILABLE IN CONJUNCTION THEREWITH ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CHEFPOST, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES, AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

WITHOUT LIMITING THE FOREGOING, CHEFPOST DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS AS TO (I) THE CONTENT POSTED BY OR PROVIDED BY ANY THIRD-PARTY, INCLUDING A SERVICE PROVIDER, ON THE WEBSITE, APP, OR OTHERWISE THROUGH THE SERVICES, (II) ANY PRODUCTS OR SERVICES PROVIDED TO YOU BY A THIRD-PARTY, INCLUDING A SERVICE PROVIDER, IN CONNECTION WITH OUR SERVICES, AND (III) THE QUALITY OR CONDUCT OF ANY THIRD-PARTY, INCLUDING ANY SERVICE PROVIDER, YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF OUR WEBSITE, APP, OR SERVICES; NOR DOES CHEFPOST REPRESENT OR WARRANT (X) THAT THE WEBSITE OR APP, AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR SITES MADE AVAILABLE IN CONJUNCTION THEREWITH, WILL BE UNINTERRUPTED OR ERROR-FREE, (Y) THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR APP, AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR SITES MADE AVAILABLE IN CONJUNCTION THEREWITH, OR THE SERVER THAT MAKES THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (Z) REGARDING THE USE OF THE WEBSITE OR APP, AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION THEREWITH, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. ANY MATERIAL OR DATA THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE WEBSITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.

IN ADDITION, CHEF POST DOES NOT MAKE ANY WARRANTY, REPRESENTATION, OR COVENANT AS TO THE HEALTH AND SAFETY OF ANY MEALS PREPARED BY A SERVICE PROVIDER. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CHEFPOST OR THROUGH OR LINKED FROM THE SERVICES SHALL CREATE ANY WARRANTY EXPRESS OR IMPLIED. 

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Limitation of Liability.

IN NO EVENT SHALL CHEF POST BE LIABLE FOR ANY DAMAGES, LOSSES OR LIABILITIES INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES, LOSSES OR EXPENSES, INCLUDING ANY LOST PROFITS, LOST DATA, OR LOST SAVINGS, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE USE OF THE SERVICES, OR RELIANCE ON, OR USE, OR INABILITY TO USE, THE INFORMATION, MATERIALS OR SERVICES PROVIDED THROUGH THE SERVICES; NOR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF CHEFPOST OR ITS SERVICE PROVIDERS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES. IN NO EVENT WILL CHEFPOST’S AGGREGATE LIABILITY FOR ANY CLAIM EXCEED THE AMOUNT OF FEES YOU HAVE PAID TO CHEF POST RELATED TO SUCH CLAIM IF ANY. 

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF LIABILITY SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU.

Indemnification. 

You agree to fully indemnify, defend, and hold Chefpost and its subsidiaries, affiliates, partners, officers, directors, employees, agents, and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees), and other expenses that arise directly or indirectly out of or from: (i) your access to, use of, or alleged use of, the Website, App, or otherwise through the Services; (ii) your breach or violation of these Terms of Use, including any representation, warranty, or covenant referenced herein, or any applicable law or regulation; (iii) any allegation that any materials you submit to us or transmit to the Website or App or through the Services infringe or otherwise violate the copyright, patent, trademark, trade secret, or other intellectual property or other rights of any third-party; (iv) your activities in connection with the Website or App and any other websites or apps to which they are linked; (v) any transaction or interaction with a Service Provider in connection with the Services, including their presence at a location you specify and any meals or other food items provided or prepared by such Service Provider; (vi) any negligent act or omission or any willful misconduct by you; and/or (vii) any inaccuracies in the information you provide to us, including User Content.

Governing Law and Jurisdiction.

You agree that your use of the Service shall be governed by and construed in accordance with the laws of Florida, without regard to conflict of law rules. The courts of Miami-Dade County Florida shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement that is not subject to Arbitration.

Arbitration. 

For purposes of this Agreement, you and Chefpost are each referred to as a “Party” and collectively, as the “Parties”. The Parties shall use their best efforts to settle any dispute, claim, question, or disagreement related to this Agreement and/or the Services, including the Website and App, directly through consultation and good faith negotiations, which shall be a requirement prior to either party initiating a lawsuit or arbitration. All claims arising out of or relating to these Terms of Use (including its formation, performance, and breach) and the Service shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the provisions of its Consumer Arbitration Rules, excluding any rules or procedures governing or permitting class actions.  The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to, any claim that all or any part of these Terms of Use is void or voidable. The arbitrator shall be empowered to determine the validity of any claim and to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the Parties and may be entered as a judgment in any court of competent jurisdiction. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, we will pay the additional cost. The exclusive seat or place of jurisdiction shall be Miami-Dade County, Florida.

The Parties understand that absent this mandatory provision, they would have the right to sue in court and have a jury trial.  They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

Class Action Waiver. 

The Parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the Parties expressly waive their right to file a class action or seek relief on a class basis.  If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the Parties shall be deemed to have not agreed to arbitrate disputes.

Exception – Litigation of Small Claims Court Claims. 

Notwithstanding the Parties’ decision to resolve all disputes through arbitration, either Party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction. 

Thirty-Day Right to Opt-Out. 

You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in this Agreement by sending written notice of your decision to opt-out to the following email address: privacy@chefpost.com.  Attention: Accounts Department. The notice must be sent within thirty (30) days of registering to use the Service, otherwise, you shall be bound to arbitrate disputes in accordance with the terms set forth above.  If you opt-out of these arbitration provisions, we also will not be bound by them. In addition, if you elect to opt out of these arbitration provisions, we may terminate your use of the Service. 

Amendments. 

These Terms of Use may be amended by Chefpost from time to time.   You agree that you will review these Terms of Use prior to registering for any Bucket and that your registration, participation, and continued use of the Service will constitute acceptance of these Terms of Service, as they may be amended from time to time. The new version of this Agreement will take effect on (i) the date falling thirty (30) calendar days after the date of such posting (or such later date as we indicate in the relevant posting) if any of the changes are to an operative provision of this Agreement which is capable of adversely affecting you, or (ii) immediately upon the date of posting or such later date as we indicate in the relevant posting if the changes are not capable of adversely affecting you, examples of which would include, without limitation: (a) changing the name of the web address for the Website or (b) the refinement of provisions that are already included or referred to in this Agreement. In either case, if you do not wish to be governed by the new version of this Agreement, you must disable your User Account as set forth herein and immediately cease to use the Website. We shall not have any liability to you in such an event.

No Oral Modifications.  

Employees of Chefpost are not authorized to modify this Agreement, either verbally or in writing.  If any employee of Chefpost offers to modify these Terms of Use, he or she is not acting as an agent for Chefpost or speaking on our behalf.  You may not rely on, and should not act in reliance on, any statement or communication from an employee of Chefpost or anyone else purporting to act on our behalf. 

Third Parties. 

These Terms of Use are between you and Chef post. The foregoing notwithstanding, please note that the Services enables access to third-party services, products, and content, and it offers interactions with third parties over which we ultimately have no control, including but not limited to Service Providers. We assume no responsibility for, nor do we endorse or verify the services, products, or other offerings of third parties, including Service Providers, made available through the Services. A third-party’s, including a Service Provider, participation or availability on the Services does not amount to endorsement or verification by Chefpost. We make no warranties or representations with respect to the accuracy, completeness, or timeliness of any content posted on the Services by anyone, including Users and Service Providers.

No Agency Created. 

Nothing contained in this Agreement creates any agency, partnership, joint venture, or employment between you and Chefpost. Users shall not have the authority of any kind to bind Chefpost.

Non-Waiver.

The failure of either Party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. 

Force Majeure.

Chefpost shall not be liable for any failure to perform its or a Service Provider’s obligations hereunder where the failure results from any cause beyond Chefpost’s reasonable control, including, without limitation, any mechanical, electronic, or communications failure or degradation or any other cause whatsoever, which is beyond our reasonable control.

Severability.

If any provision of these Terms of Use is found to be unenforceable or invalid, that provision shall be limitedor eliminated to the minimum extent necessary so that these Terms of Use shall otherwise remain in full force and effect and enforceable. 

Assignment.

These Terms of Use are not assignable, transferable or sublicensable by you except with our prior written consent.  We may transfer, assign or delegate these Terms of Use and our related rights and obligations without obtaining your consent. 

Entire Agreement.

These Terms of Use supersede all prior and contemporaneous agreements, representations, and warranties, and understandings, whether oral or written, with respect to the Service or its contents.  Modifications to the Terms of Use that are not posted on the Service are not valid unless made in writing and signed by an authorized representative of Chefpost.

Notices.

You consent to receive notices and other communications regarding these terms and conditions and/or other aspects of the Service through posting of notices on the Service.  You agree that all agreements, notices, disclosures, and other communications that Chefpost provides to you in accordance with the prior sentence satisfy any legal requirement that such communications be in writing.

Contact Us. 

If you have any questions about these Terms of Use or your User Account, you may contact us by email at privacy@chefpost.com.

Last Updated: March 11, 2021