Last Updated November 18, 2020
These Terms of Service and any terms expressly incorporated herein (these “Terms”) apply to any access to, or use of, any services made available by or through MealBrowse, LLC, together with its subsidiaries and affiliates (“MealBrowse”, “we”, “us”, or “our”), including without limitation, our website (currently, https://mealbrowse.com), and any software, downloadable application, and any information or services made available therein or to you in connection with the same (collectively, the “Services”). For the purposes of these Terms, the terms “you”, “your”, and “yourself” refers to the user of the Services.
BY USING THE SERVICES, YOU ARE AGREEING TO THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE DO NOT ACCESS OR USE THE SERVICES.
NOTICE OF ARBITRATION: THESE TERMS CONTAIN AN ARBITRATION CLAUSE. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND MEALBROWSE AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY, BINDING ARBITRATION, AND YOU AND MEALBROWSE WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
1. Changes to these Terms. We retain the exclusive right and option, in our sole and absolute discretion, to make changes to these Terms, from time to time. Your continued access to and use of the Services constitutes your agreement to be bound by, and your acceptance of, the Terms then posted and in effect. You acknowledge and agree that you accept these Terms (and any amendments to these Terms) each time you access your Account (defined below), or access or use the Services in any other manner or fashion. Accordingly, MealBrowse encourages you to review these Terms regularly.
2. MealBrowse Services; Meal Engagements.
2.1 MealBrowse Services. MealBrowse is a communications platform that enables those seeking to obtain private, local meal preparation and delivery services (“Clients”) to engage with local chefs (“Chefs”) to prepare and, and Clients’ option, deliver meals either via a recurring meal subscription service (a “Meal Package”) agreed to between a Client and a Chef, or a one-time meal order (a “Meal”). Clients and Chefs may also connect and communicate with one another regarding general interest matters and/or the Services through the MealBrowse platform. Clients and Chefs together are hereinafter referred to as “Users.”
2.2 MealBrowse is a Platform/Marketplace.
a. MealBrowse operates as an online marketplace that connects Clients and Chefs to one another as set forth herein. MealBrose does not prepare, sell, or offer to sell Meal Packages or Meals in any manner or fashion, and MealBrowse does not employ anyone to do the same. Chefs operate entirely independently of MealBrowse. MealBrowse does not control or direct Chefs’ performance of their services or set the time, place, and/or manner of their work. Chefs provide their services under their own name or business name, and not under the MealBrowse brand or under any person or entity operating at MealBrowse’s direction. Chefs use their own materials, supplies and ingredients to prepare Meals and/or Meal Packages. Chefs are free to maintain clients without any restrictions from MealBrowse and are free to offer and provide their services via other media, including via platforms that compete with MealBrowse. MealBrowse does not set Chefs’ hours or terms of work. Chefs are free to accept or reject Clients in their own discretion. Chefs are not penalized for declining to engage with a Client; provided however, that if a Chef accepts a Meal Package or Meal engagement with a Client, it is expected that the Chef will fulfill all obligations associated with this engagement. Chefs set their own rates for services performed via the MealBrowse marketplace.
b. Use of the MealBrowse Services may enable you to engage and interact with a third-party food courier as arranged pursuant to a Service Agreement (defined below). Any interactions or disputes between you and a third-party food courier shall be solely between you and such third-party food courier. You expressly acknowledge and agree that MealBrowse shall have no obligation with respect to such disputes between you and such third-party food courier.
c. MealBrowse is not an employment agency service or business and MealBrowse is not an employer of any User. Chefs acknowledge and confirm that they are responsible for exercising their own business judgment in entering into agreements with Clients and performing Meal and/or Meal Package services and that, depending on how they exercise such business judgment, there is a chance for individual profit or loss.
2.3 User Contracts.
a. You acknowledge and agree that a legally binding contract with another User (the “Service Agreement”) is formed when you and that User agree on the terms of a Meal or Meal Package service. The terms of the Service Agreement include the terms set forth in this section, the engagement terms proposed and accepted by the Chef and its Client in connection with the Meal or Meal Package service, and any other contractual terms accepted by both the Chef and its Client to the extent such terms do not conflict with these Terms, including those in this section, and do not expand MealBrowse’s obligations or restrict MealBrowse’s rights under these Terms.
It is expressly acknowledged and agreed that MealBrowse is not a party to any Service Agreement and the formation of a Service Agreement will not, under any circumstances, create an employment or other service relationship between MealBrowse and the Chef, nor will it create an employment relationship between the Client and the Chef. Users do not have any authority to enter into written or oral — whether implied or express — contracts on behalf of MealBrowse. MealBrowse does not guarantee the performance or quality of performance by Users. Clients are solely responsible for any and all compliance with all applicable employment and other related laws in connection with any employment or other relationship they establish (including without limitation all applicable laws pertaining to payroll, tax and wages, and verifying the age and eligibility to work in the United States of any Chef selected). MealBrowse has no role beyond enabling connections between Clients and Chefs via its web-based communications platform. MealBrowse disclaims any other agency or authority to act on behalf of the Chef, and assumes no liability or responsibility for any acts or omissions of the Chef, either within or outside of the Services.
b. It is expressly acknowledged and agreed that Clients, in their sole discretion, determine the suitability of Chefs with whom they engage in Service Agreements and are responsible for investigating the adequacy of any Chef. MealBrowse neither refers nor recommends Chefs or Clients. Clients are solely responsible for selecting the Chef they desire for their Service Agreements. As well, Chefs are solely responsible for the Service Agreements to which they agree. MealBrowse does not have control over, and makes no representations or warranties of any kind whatsoever regarding, the fitness, suitability, reliability or any other aspect of services provided by Chefs, or of the responsibility, honesty, reliability, actions or omissions of Chefs or Clients. MealBrowse is not responsible for the conduct of Chefs, occurring by means of access to the Services, in performing their obligations under any Service Agreement, or otherwise.
c. Client agrees that it will pay all Fees (defined below) owed pursuant to the Service Agreements to which Client has agreed.
3. Your Account.
3.1 Account Eligibility.
a. By using the Services, you state that you are above the age of 18 years old. No one under the age of 18 years old is allowed to create an Account (as defined below) or use the Services. Additionally, we must not have previously disabled your account for a violation of law or any of our policies. By using the Services, you will comply with these Terms and all applicable local, state, national, and international laws, rules, and regulations. If you are accepting these Terms on behalf of another legal entity, including a business or a government, you represent that you have full legal authority to bind such entity to these Terms.
b. The Services are based in the United States and are provided primarily for access and use by persons located in the United States. While you may have the ability to access the Services from outside the United States, we are not responsible for compliance with local laws, customs, or directives outside of the United States. You acknowledge that you may not be able to access the Services outside of the United States and that access outside of the United States may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you are responsible for compliance with local laws.
3.2 Account Activation. To access and use the Services, you must register and establish an account (an “Account”). To register for an Account, you must: (i) be at least eighteen (18) years of age or older; (ii) have paid the applicable sign-up fee (if any); (iii) complete the Account registration form, providing true, accurate, current and complete information in the form requested by us (collectively, the “Registration Data”); and (iv) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Although MealBrowse is not responsible for verifying Registration Data, if MealBrowse has reasonable grounds to suspect that any of your Registration Data is untrue, inaccurate, stale or incomplete, MealBrowse may suspend or terminate your Account and prohibit you from accessing or using the Services.
3.3 Your Responsibility. You are solely responsible for any and all activities conducted under your Account. You agree to notify us immediately of any unauthorized use or any other breach of security on your Account. We shall not be liable for any loss incurred in connection with or resulting from any party’s unauthorized use of a password or an Account. You acknowledge and agree that losses incurred by us or another party due to the unauthorized use of your Account or password are solely at your liability – accordingly, you are solely responsible for maintaining the confidentiality of your Account password, username, and any other credentials relating to your Account. Unauthorized use of another’s Account or password is strictly prohibited.
3.4 Number of Accounts. You agree that you will not create more than one Account or create an Account for anyone other than yourself.
a. When you create an Account, you agree to pay the applicable fees for the Services (the “Fees”), pursuant to any Services Agreement to which you have agreed (in the case of Clients), and which such fees include or may include platform usage, convenience, and processing fees which are paid to MealBrowse and/or its payment partner(s) then in use. MealBrowse has no obligation to itemize Fees if it elects to publish Chef prices through the Services and reserves the right to modify Fees in addition to a Chef’s listed prices at any time, at its discretion. All applicable taxes are calculated based on the billing information that you provide to us at the time of payment. Unless otherwise denoted, all Fees are assessed in U.S. Dollars ($). Failure to pay may result in the termination of your Account. Unless expressly stated to the contrary, MealBrowse does not provide refunds for dissatisfaction or any other reason.
3.6 Disabling Account. MealBrowse reserves the right to disable your Account at any time, including if you have failed to comply with any of the provisions of these Terms, or if activities occur on your Account which, in our sole and absolute discretion, would or might cause damage to or impair the Services or infringe or violate any third party rights, or violate any applicable laws or regulations.
3.7 Account Deletion. If you no longer want to use our Services and would like your Account to be deleted, please contact MealBrowse via email at email@example.com and MealBrowse will provide you with further assistance and guide you through the process. Once you choose to delete your Account, you will not be able to reactivate your Account or retrieve any of the content or information you have added, unless permitted by law.
4. Public Area; Acceptable Use.
4.1 Public Areas.
a. The Services may contain profiles, email systems, blogs, message boards, reviews, ratings, Meal and/or Meal Package postings, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Areas”) that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and materials that are relevant and proper to the applicable forum. For the safety and integrity of the Services, you should not share your personal contact information with other Users.
b. You understand that all submissions made to Public Areas will be public and that you will be publicly identified by your name or login identification when communicating in Public Areas. MealBrowse will not be responsible for the action of any Users with respect to any information or materials posted in Public Areas.
4.2 Acceptable Use.
a. Your access to and use of the Services is subject to these Terms and all applicable laws and regulations. By using the Services, you represent, warrant, covenant, and agree that:
i. You will not access or use the Services if you are not fully able and legally competent to agree to these Terms;
ii. You will not create or submit User Content (as defined below) that violates these Terms or attempts to circumvent any content-filtering techniques we may use;
iii. You will not use the Services to violate applicable law or infringe any person or entity’s intellectual property or any other proprietary rights;
iv. You will not attempt to gain unauthorized access to another User’s Account or to the Services (or to other computer systems or networks connected to or used together with the Services);
v. You will not upload, transmit, or distribute to or through the Services any computer viruses, worms, or other software intended to interfere with the intended operation of a computer system or data;
vi. You will not use the Services to harvest, collect, gather or assemble information or data regarding the Services or Users of the Services except as permitted in these Terms or in a separate agreement with us;
vii. You will not use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services or that could damage, disable, overburden, or impair the functioning of the Services in any manner;
viii. You will not intentionally negate any User’s actions to delete or edit their User Content on the Services;
ix. You will not use any robot, spider, manual, meta tag, “hidden text”, agent, script, and/or automatic processes or devices to data-mine, data-crawl, scrape, collect, mine, re-publish, re-distribute, transmit, sell, license, download, manage or index the Services, or the electronic addresses or personal information of others, in any manner;
x. You will not make unauthorized copies, modify, adapt, translate, reverse engineer, disassemble, decompile or create any derivative works of the Services or any content included therein, including any files, tables or documentation (or any portion thereof) or determine or attempt to determine any source code, algorithms, methods or techniques embodied by the Services or any derivative works thereof;
xi. You will not distribute, license, transfer, or sell, in whole or in part, any of the Services or any derivative works thereof;
xii. You will not market, rent or lease the Services for a fee or charge, or use the Services to advertise or perform any commercial solicitation;
xiii. You will not use the Services, without our express written consent, for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming;
xiv. You will not upload content to the Services that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals;
xv. You will not upload content that provides materials or access to materials that exploit people in an abusive, violent or sexual manner;
xvi. You will not use the Services to solicit for any other business, website or service, or otherwise contact Users for employment, contracting or any purpose not related to use of the Services as set forth herein;
xvii. You will not use the Services to collect usernames, email addresses, or other personal information of Users by electronic or other means;
xviii. You will not use the Services in a manner that is false or misleading (directly or by omission or failure to update information), or for the purpose of accessing or otherwise obtaining MealBrowse’s trade secret information for public disclosure or other purposes;
xix. You will not attempt to circumvent the Fees in any way including, but not limited to, making or processing payments outside of the Services, providing inaccurate information on invoices, or otherwise invoicing in a fraudulent manner;
xx. You will not register under different usernames or identities after your account has been suspended or terminated, or register under multiple usernames or false identities, or register using a false or disposable email or phone number;
xxi. You will not impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content you upload, post, transmit, distribute or otherwise make available emanates from the Services;
xxii. You will not use the Services in a manner that may create a conflict of interest or undermine the purposes of the Services, such as trading reviews with other users or writing or soliciting fake reviews; and
xxiii. You will not use the Services to distribute any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other prohibited form of solicitation.
b. MealBrowse reserves the right, at any time and without prior notice, to remove or disable access to content at our discretion, for any reason or no reason. For example, MealBrowse may remove or disable access to content upon finding the content objectionable, in violation of these Terms, or otherwise harmful to the Services or our users.
5. User Representations and Warranties.
a. All Users represent and warrant that:
i. You are at least of the legally required age in the jurisdiction in which you reside (eighteen (18) years of age or older for U.S. based Users), and are otherwise capable of entering into legally binding contracts;
ii. You have the right, authority and capacity to enter into these Terms and to abide by the terms and conditions contained herein, and that you will so abide;
iv. You will respect the privacy (including, without limitation, private family and home life), property, and data protection rights of all other Users;
v. You will act professionally and responsibly in your interactions with other Users;
vi. You will use your real name or business name and an up-to-date photo in connection with your Account and Account profile;
vii. When using or accessing the Services, you will act in accordance with all applicable local, state, provincial, national, or international law or custom, and in good faith;
viii. You will not use the Services for the purchase or delivery of alcohol, or any other controlled or illegal substances or services;
ix. Where you enter into these Terms on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to a legal agreement; and
x. Other than as fully and promptly disclosed in writing to MealBrowse, you do not have any motivation, status, or interest that MealBrowse may reasonably wish to know about in connection with the Services, including, without limitation, if you are using or will or intend to use the Services for any journalistic, academic, investigative, or unlawful purpose.
xi. You expressly agree to use best efforts and practices to keep your Account and password secure. You agree to notify us immediately of any compromise or unauthorized use of your Account.
b. Chefs additionally represent and warrant that:
i. When using the Services, you are operating as a sole proprietor, partnership, limited liability company, limited liability partnership, corporation or other business entity;
ii. You have the unrestricted right to work in the jurisdiction in which you will be performing under Service Agreements;
iii. If the your obligations under a Service Agreement are performed in a jurisdiction that requires you to have a business license or business tax registration, you have the required business license or business tax registration;
iv. You are responsible for identifying and obtaining any required licenses, permits, or registrations before offering services and entering into Service Agreements;
v. You have any and all insurance required to operate your business and provide your services; and
vi. You will only offer and provide services for which you have the necessary skills and expertise, and will provide those services safely and in accordance with all applicable laws.
6. Intellectual Property Rights.
6.1 Rights We Reserve for Ourselves. MealBrowse expressly and exclusively reserves for itself any and all registered and unregistered rights (whether or not registrable) granted, applied for, or otherwise now or hereafter in existence under or related to any patent or patentable subject matter, copyright or copyrightable subject matter, trademark or trademarkable subject matter, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (the “Intellectual Property Rights”) that are created, generated, acquired, or used in connection with the Services. Nothing herein shall be deemed to grant any rights or licenses to our Intellectual Property Rights to you, except as is expressly required for you to use the Services (but not apart from your use thereof).
6.2 Rights You Grant Us.
a. You hereby grant to MealBrowse a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any text, information, data, materials, images, or other content you provide to MealBrowse using the Services or submit or post to the Services and that is not Feedback (as defined below) owned by MealBrowse (the “User Content”). You are solely responsible for User Content, and MealBrowse acts merely as a passive conduit for your online distribution and publication of your User Content. You acknowledge and agree that MealBrowse is not involved in the creation or development of User Content, disclaims any responsibility for User Content, and cannot be liable for claims arising out of or relating to User Content. Further, you acknowledge and agree that MealBrowse has no obligation to monitor or review User Content but reserves the right to limit or remove User Content if it is not compliant with the terms of this Agreement.
b. You hereby represent and warrant to MealBrowse that your User Content (i) will not be false, inaccurate, incomplete or misleading; (ii) will not be fraudulent or involve the transfer or sale of illegal, counterfeit or stolen items; (iii) will not infringe on any third party’s privacy, or copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or personality (to the extent recognized by law in the country obligations under the Service Agreement are performed); (iv) will not violate any law, statute, ordinance, code, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, incitement of hatred or false or misleading advertising, anti-spam or privacy); (v) will not be defamatory, libelous, malicious, threatening, or harassing; (vi) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (vii) will not contain any viruses, scripts such as Trojan Horses, SQL injections, worms, time bombs, corrupt files, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (viii) will not claim or suggest in any way that you are employed or directly engaged by or affiliated with MealBrowse or otherwise purport to act as a representative or agent of MealBrowse; and (ix) will not create liability for MealBrowse or cause MealBrowse to lose (in whole or in part) the services of its Internet Service Providers (ISPs) or other partners or suppliers.
c. The Services hosts User Content relating to reviews and ratings of specific Chefs and/or Clients (“Reviews”). Reviews reflect such User’s opinion and not the opinion of MealBrowse and has not been verified or approved by MealBrowse. You agree that MealBrowse is not responsible or liable for any Reviews or other User Content. MealBrowse encourages each User to give objective, constructive and honest Reviews about the other Users with whom they have transacted. MealBrowse is not obligated to investigate any remarks posted by Users for accuracy or reliability or to consider any statements or materials posted or submitted by Users about any Reviews but may do so at its sole and absolute discretion. You agree that Reviews enables Users to post and other Users to read about Users’ expression of their experiences and that you will not complain or take any action merely because you happen to disagree with such Reviews.
d. We welcome your suggestions, comments, or other feedback about our Services (collectively, “Feedback”). You agree that MealBrowse will own all Feedback and you hereby assign to MealBrowse all right, title and interest to Feedback together with all associated intellectual property rights. You will not be entitled to, and hereby waive any claim for, acknowledgment or compensation based on any Feedback or any modifications made based on any Feedback.
6.3 Rights We Grant You.
a. Subject to your full compliance with these Terms and any other usage policies that MealBrowse may enact, from time to time, MealBrowse grants you a personal, non-exclusive, revocable, worldwide, royalty-free, non-assignable, non-transferrable, and non-sublicensable license to use the MealBrowse website and downloadable software application (if applicable) for the sole purpose of accessing and using the Services.
b. You may not copy, modify, distribute, sell, or lease any part of our Services, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit these restrictions or you have our written permission to do so.
6.4 Copyright Policy.
a. MealBrowse honors copyright laws, including the Digital Millennium Copyright Act (17 U.S.C. § 512) (the “DMCA”). MealBrowse therefore takes reasonable steps to expeditiously remove from our Services any infringing material that it becomes aware of. If MealBrowse becomes aware that one of its Users has repeatedly infringed copyrights, MealBrowse will take reasonable steps, within our power, to terminate the User’s Account.
b. MealBrowse makes it easy for you to report suspected copyright infringement. If you believe that anything on the Services infringes a copyright that you own or control, please report it by filing a notice with MealBrowse’s designated agent:
c. If you file a notice with MealBrowse’s Copyright Agent, it must comply with the requirements set forth at 17 U.S.C. § 512(c)(3). That means the notice must:
i. Contain the physical or electronic signature of a person authorized to act on behalf of the copyright owner;
ii. Identify the copyrighted work claimed to have been infringed;
iii. Identify the material 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 let us locate the material;
iv. Provide your contact information, including your address, telephone number, and an email address;
v. Provide a personal statement that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
vi. Provide a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
8. Third Party Links, Sites, and Services. The Services may contain links (such as hyperlinks) to third-party websites. Such links do not constitute any endorsement by MealBrowse or association with those websites, their content or their operators. Such links (including, without limitation, external websites that are framed by the Services as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. MealBrowse does not control any such websites, and is not responsible for their availability, accuracy, content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that MealBrowse is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites, and cannot be liable for claims arising out of or relating to third-party websites. Further, you acknowledge and agree that MealBrowse has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the Services at its sole discretion. The use of any website controlled, owned or operated by a third party is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. MealBrowse expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the Services. You hereby agree to hold MealBrowse harmless from any liability that may result from the use of links that may appear on the Services.
9. Account Termination.
9.1 Closure of Your Account by You. You may close your Account by providing MealBrowse with written notice of your intent to do so at firstname.lastname@example.org. Upon our confirmation to you of the closure of your Account, you will have no further rights to access or use the Services.
9.2 Termination of Your Account by Us. We may terminate your Account and/or Services access, at any time for any reason (or no reason), in our sole and absolute discretion. Reasons for termination may include, but are not limited to, (i) violation of the Terms or of any terms and conditions or policies applicable to the Services or any of our other websites or service or those of its affiliates or partners; (ii) abuse of the Services resources or attempt to gain unauthorized entry to the Services or its resources; (iii) use of the Services in a manner inconsistent with its intended purpose as a user hereunder; or (iv) as required by law, regulation, court or governing agency order. The termination of your access to the Services may be effective immediately. MealBrowse shall not be liable to you or any other third party for termination of your Account.
9.3 Survival Upon Termination. Upon the closure of your Account by you or termination of the same by us, you continue to be bound by those of these Terms that survive termination, either expressly or by virtue of reasonable construction of their nature.
10. Confidential Information.
a. You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of MealBrowse and agree that you will not, for the lifetime of your Account on the Services plus five (5) years thereafter in the case of Confidential Information that is not a trade secret, and in the case of trade secrets, for so long as such Confidential Information continues to be a trade secret, disclose, transfer, or use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than use of the Services in accordance with these Terms. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information pursuant to confidentiality obligations at least as restrictive as those contained in these Terms. You will use your best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You will promptly notify MealBrowse, in writing, of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You will return all originals and any copies of any and all materials containing Confidential Information to MealBrowse promptly upon deactivation of your Account or termination of these Terms for any reason whatsoever.
b. The term “Confidential Information” means any and all of MealBrowse’s trade secrets, confidential and proprietary information, and all other information and data of MealBrowse that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary materials and confidential information relating to MealBrowse or MealBrowse’s business, operations or properties, including information about MealBrowse’s staff, Users or partners, or other business information disclosed or obtained directly or indirectly in writing, orally or by drawings or observation.
11. Indemnity. You shall indemnify, defend, and hold harmless MealBrowse, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, demands, costs, liabilities, losses, expenses, and damages including reasonable attorney’s and collection fees (“Losses”) arising out of: (a) third-party claims alleging that the User Content uploaded to the Services (or any other materials provided by you to MealBrowse for use in connection with the Services) is inaccurate, untimely, incomplete, misleading, or infringes or violates any intellectual property rights of a third party; (b) failure by you to comply with any applicable laws, regulations, and rules, including in connection with the use of the Services or any associated services or in connection with any Service Agreement or other relationship established between you and any other User; (c) failure by you to obtain any required authorizations or consents from the commercial licensee through which you were provided access to, or use of, the Services and Services, as may be applicable, or any third party from whom authorization is required; (d) claims made by any User in connection with your misuse or unlawful use of the Services, including without limitation any activity ascribed to your Account; or (e) disputes with or between you and any other User, including without limitation, any claim or controversy that may arise out of any relationship established between you and any other User; or (f) the violation by you of these Terms.
12.1 Disclaimer of Warranties. NEITHER MEALBROWSE, ITS AFFILIATES, LICENSORS OR SUPPLIERS, NOR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, MEMBERS, MANAGERS, AGENTS, OR REPRESENTATIVES MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO YOU OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO THE SERVICES, ANY ASSOCIATED SERVICES, OR OTHERWISE REGARDING THESE TERMS, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, OR STATUTORY. THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR THE PERMITTED USES SET FORTH HEREUNDER ONLY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. NO WARRANTY IS MADE THAT USE OF THE SERVICES WILL BE TIMELY, ERROR FREE, OR UNINTERRUPTED, THAT ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES WILL OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEMS OR DATA, WHETHER OR NOT PROVIDED BY MEALBROWSE, OR THAT THE SERVICES FUNCTIONALITY WILL OTHERWISE MEET ANY SPECIFIC USER EXPECTATION OR USE CASE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES AND YOUR RELIANCE UPON ANY OF ITS CONTENTS IS SOLELY AT YOUR OWN RISK AND RESPONSIBILITY. IN ADDITION TO AND WITHOUT LIMITING, THE FOREGOING, MEALBROWSE MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS, QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF THE SERVICES OR ANY SERVICES PROVIDED BY CHEFS, AND MEALBROWSE WILL NOT BE RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY RESULT FROM ANY MEAL OR MEAL PACKAGE PROVIDED TO ANY PERSON BY ANY CHEF, CLIENT, OR OTHER USER.
12.2 Responsibility for Data. AS BETWEEN YOU AND US, YOU AGREE THAT YOU SHALL BE SOLELY AND FULLY RESPONSIBLE AND LIABLE FOR ANY DAMAGE, LOSS OF DATA, LOSS OF USER CONTENT, DISCLOSURE OF DATA, OR ANY IMPROPER USE OR DISCLOSURE OF INFORMATION CAUSED BY YOU OR ANY PERSON USING YOUR ACCOUNT. MEALBROWSE CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY INTERNET OR SERVER CONNECTION OR MIS-CONNECTION, OR FOR YOUR USE OR MISUSE OF ANY PERSONAL INFORMATION, ADVICE, IDEAS, INFORMATION, INSTRUCTIONS OR GUIDELINES ACCESSED THROUGH THE SERVICE.
12.3 Client Release. THE CLIENT AGREES AND ACKNOWLEDGES THAT SERVICES ANY SERVICES PROVIDED BY CHEFS WILL BE PROVIDED BY CHEFS WHO ARE INDEPENDENT PROVIDERS OF THEIR OWN SERVICES AND ARE NOT INDEPENDENT CONTRACTORS, EMPLOYEES, OR AGENTS OF MEALBROWSE. MEALBROWSE HAS NO CONTROL OVER CHEFS WHATSOEVER. AS SUCH, THE CLIENT WAIVES AND FOREVER RELEASES MEALBROWSE FROM ANY CLAIMS OR DAMAGES WHICH MAY RESULT FROM ANY ACTIONS, OMMISSIONS, OR EVENTS OUTSIDE THE SCOPE OF THESE TERMS, INCLUDING, BUT NOT LIMITED TO, INJURIES, EMOTIONAL DAMAGES, PHYSICAL HARM, AND ALL OTHER CONSEQUENTIAL, INCIDENTIAL, EXEMPLARY, INDIRECT AND SPECIAL DAMAGES, ALL OF WHICH ARE EXPRESSLY EXCLUDED UNDER THESE TERMS.
13. Limitation of Liability. MEALBROWSE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, DISCLOSURE OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES OR ANY ASSOCIATED SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY USER OR ANY OTHER THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR USER CONTENT. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MEALBROWSE’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS RELATING TO THE SERVICES, USER CONTENT, OR ANY ASSOCIATED SERVICES EXCEED THE GROSS TOTAL AMOUNT OF ONE HUNDRED U.S. DOLLARS (US$100.00).
14. Arbitration, Class-Action Waiver, and Jury Waiver.
14.1 Applicability of Arbitration Agreement. You and MealBrowse agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these Terms or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis, except that you and MealBrowse are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. For clarity: the phrase “all claims and disputes” also includes claims and disputes that arose between us before the effective date of these Terms.
14.2 Initiating Arbitration. Before you commence arbitration of a claim, you must provide us with a written notice (a “Notice of Dispute”) that includes your name, residence address, username, email address or phone number you use for your Account, a detailed description of the dispute, and the relief you seek. Any Notice of Dispute should be sent to us by mail to 3284 Stanford Circle, Lawrenceville, GA 30044. Before we commence arbitration, we will send you a Notice of Dispute to the email address you use with your Account, or by other appropriate means. If we are unable to resolve a dispute within thirty (30) days after the Notice of Dispute is received, you or we may commence arbitration.
14.3 Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through JAMS and will be governed by their commercial arbitration rules, which are then in effect. If JAMS is not available to arbitrate, the parties will select an alternative customary arbitral mechanism. The rules of the arbitral mechanism will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. The seat of arbitration shall be Gwinnett County, Georgia. Any claims or disputes where the total amount sought is less than $10,000 may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount sought is $10,000 or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
14.4 Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.
14.5 Fees. We will pay all arbitration filing fees, administration and hearing costs, and arbitrator fees for any arbitration we bring. For all other claims, the costs and fees of arbitration shall be allocated in accordance with the arbitration provider’s rules, including rules regarding frivolous or improper claims.
14.6 Authority of the Arbitrator. The arbitrator will decide the rights and liabilities, if any, of you and MealBrowse. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum’s rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and MealBrowse.
14.7 Waiver of Jury Trial. YOU AND MEALBROWSE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and MealBrowse are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and MealBrowse over whether to vacate or enforce an arbitration award, YOU AND MEALBROWSE WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by a judge.
14.8 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 17.1.
14.9 Right to Waive. Any rights and limitations set forth in this arbitration provision set forth in Section 14 may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration provision.
14.10 Opt-out. You can opt out of this provision within thirty (30) days of the date that you agreed to these Terms. To opt out, you must send your name, residence address, username, email address or phone number you use for your Account, and a clear statement that you want to opt out of this arbitration agreement, and you must send them here: 3284 Stanford Circle, Lawrenceville, GA 30044.
14.11 Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with MealBrowse.
15. Contact Us. All feedback, comments, requests for technical support and other communications relating to the Services should be directed to: email@example.com.
16.1 Governing Law. The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Services, will be governed by and construed and enforced in accordance with the laws of State of Georgia, without regard to conflict of law rules or principles (whether of Georgia or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding related to the enforcement or validity of our Intellectual Property Rights in any court having jurisdiction. With respect to any other proceeding that is not subject to arbitration under these Terms, the federal and state courts located in Gwinnett County, Georgia will have exclusive jurisdiction. You waive any objection to venue in any such courts.
16.2 No Conflicts. These Terms shall govern and any conflicting, inconsistent, or additional terms contained in such documents shall be null and void.
16.3 Assignment. These Terms are binding upon and inure to the benefit of the permitted successors and assigns of each party. You may not assign, subcontract, delegate or otherwise convey these Terms, or any of its rights and obligations hereunder. Notwithstanding anything to the contrary in these Terms, we may assign, transfer, and delegate this agreement (these Terms) and its obligations hereunder at any time, in our sole and absolute discretion.
16.4 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any such provision in every other respect and the remaining provisions of these Terms will be unimpaired and these Terms will continue in full force and effect, unless the provisions held invalid, illegal, or unenforceable will substantially impair the benefits of the remaining provisions hereof.
16.5 Waiver. The failure of either party to insist upon strict performance or to seek remedy for breach of any term of these Terms, or to exercise any right, remedy or election herein or permitted by law or equity, will not constitute nor be construed as a waiver or relinquishment in the future of such term, condition, right, remedy, or election. Any consent, waiver, or approval by either party of any act or matter will not be effective unless made in writing and signed by an authorized representative of the consenting, waiving, or approving party.
16.6 No Third-Party Beneficiaries. These Terms are personal to you and to us, and no third party shall be considered a beneficiary hereof, for any purpose.
16.7 No Agency or Employment. No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by these Terms.
16.8 Equitable Relief. You acknowledge and agree that your breach of these Terms may cause irreparable harm to us, for which money damages alone may be inadequate. In addition to damages and any other remedies to which we may be entitled, you acknowledge and agree that we may seek and shall be entitled to injunctive relief hereunder to prevent the actual, threatened or continued breach of these Terms.
16.9 Entire Agreement; Order of Precedence. These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the parties regarding the Services. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms and is fully executed by the parties hereto or their authorized representatives.