Welcome to The Culinistas! The Culinistas provides a full-service, in-home chef platform, which facilitates and enhances chef services and makes healthy eating easy and accessible. PLEASE READ THIS TERMS OF USE AGREEMENT (“AGREEMENT”) CAREFULLY. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU AND THE CULINISTAS, INC. (“THE CULINISTAS,” “WE,” “US” OR “OUR”).

SECTION 13 OF THIS AGREEMENT IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 13 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT IF YOU DESIRE TO DO SO.

By accessing or using theculinistas.com directly, or through any other website with an authorized link to this Agreement (“Website”), registering an account or accessing or using any content, information, services, features, or resources available or enabled via the Website (collectively, the “Platform”), or taking any action to signify your acceptance of this Agreement, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published through the Platform; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract; and (3) represent that you have the authority to enter into this Agreement personally. The term “you” refers to the individual identified as the user when you register on the Website, whether as a “Platform User” or “Chef” (as defined in Section 1 below). Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Platform.

Your use of the Platform is also subject to any additional terms, conditions and policies that we separately post on the Platform and any agreements that you have separately executed with The Culinistas (“Supplemental Terms”) which are incorporated by reference into this Agreement. To the extent there is any conflict between this Agreement and the Supplemental Terms, the Supplemental Terms will control with respect to the subject matter of such agreement. For example, if you are a Chef (as defined below) who has executed an Agreement Between The Culinistas and Chef for Use of The Culinistas’ Professional Services and Technology Platform (“Platform Agreement”), the terms of that Platform Agreement will control and supersede this Agreement with respect to the subject matter of such Platform Agreement.

Subject to Section 2.1 of this Agreement, The Culinistas reserves the right to modify this Agreement or its policies relating to the Platform at any time, effective upon posting of an updated version of this Agreement or any applicable Supplemental Terms on the applicable Platform. You should regularly review this Agreement, as your continued use of the Platform after any such changes constitutes your agreement to such changes.

1. How The Culinistas’ Platform Works

The Platform facilitates connections between households or businesses (“Platform Users”) seeking independent professional chefs (each, a “Chef” and collectively, the “Chefs”) seeking to provide in-home, chef experiences (the “Chef Services”). The Chefs arrive with groceries, cook, and leave Platform Users with dishes to mix and match for the week or to serve for any occasion. The Chef Services may include weekly meal prep visits or occasions complete with table service. Platform Users can book Chef Services through the Platform (“Booking”).  Each instance of a Chef Service in an automatically renewing Chef Service program, such as Weekly Meal Prep Service, shall be treated as a separate Booking for the purposes of this Agreement. Please review our FAQs here for more details on the Chef Services. The Culinistas’ responsibilities to Platform Users are limited to logistics, menu planning, and Chef procurement.

PLEASE NOTE THAT, AS STATED ABOVE, THE PLATFORM IS INTENDED TO BE USED TO FACILITATE THE CONNECTION OF PLATFORM USERS AND CHEFS FOR THE PURPOSES OF ARRANGING IN-HOME, CHEF VISITS THROUGH THE WEBSITE, BUT YOU AGREE THAT THE CULINISTAS HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY CHEF EXPERIENCE OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. ANY CHEF SERVICES ARE PROVIDED BY CHEFS AND NOT BY THE CULINISTAS, AND PLATFORM USERS ACCEPT CHEF SERVICES AT A PLATFORM USER’S OWN RISK. PLATFORM USERS ARE SOLELY RESPONSIBLE FOR OBTAINING INSURANCE COVERAGE SUFFICIENT TO PROTECT THEMSELVES AND THEIR HOMES.

CHEFS ARE NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, OR FRANCHISEES OF THE CULINISTAS. THE CULINISTAS DO NOT PERFORM THE CHEF SERVICES AND DOES NOT EMPLOY OR ENGAGE CHEFS TO PERFORM SUCH OBLIGATIONS. USERS HEREBY ACKNOWLEDGE THAT THE CULINISTAS DOES NOT SUPERVISE, DIRECT, CONTROL OR ACCEPT ANY RESPONSIBILITY FOR CHEF SERVICES BUT MAY MONITOR AND FACILITATE CHEF SERVICES MADE THROUGH THE PLATFORM.

2. Use of the Platform

The Platform, and any parts thereof, are protected by copyright laws throughout the world. Subject to this Agreement, The Culinistas grants you the right to access and use the features and functionality of the Platform, as well as a limited license to use the Platform for your personal, non-commercial purposes. Unless otherwise specified by The Culinistas in a separate license, your right to use the Platform is subject to this Agreement.

Updates and Modifications

The Culinistas may from time to time develop patches, bug fixes, updates, upgrades and other modifications to the Platform (“Updates”). These Updates may be automatically implemented without providing any additional notice or receiving any additional consent. Under this Agreement, you consent to these automatic updates. If you do not want such Updates, your exclusive remedy is to terminate your Account (as defined below). If you do not terminate your “Account”, you will receive Updates automatically. Your continued use of the Platform is your agreement to this Agreement with respect to the Platform, including all updates. The Culinistas reserves the right to modify or discontinue the Platform at any time (including by limiting or discontinuing certain features of the Platform), temporarily or permanently, without notice to you. We will have no liability on account of any change to the Platform or any suspension or termination of your access to or use of the Platform.

Certain Restrictions

The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Platform or any portion of the Platform; (b) you shall not frame or use framing techniques to enclose any trademark, service mark, or logo (including images, text, page layout or form) of The Culinistas; (c) you shall not use any metatags or other “hidden text” using The Culinistas' name, service marks, or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Platform except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from the Platform (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the Platform to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Platform; (i) you shall not interfere with or attempt to interfere with the proper functioning of the Platform or use the Platform in any way not expressly permitted by this Agreement; and (j) you shall not attempt to harm our Platform, including but not limited to, by violating or attempting to violate any related security features, introducing viruses, worms, or similar harmful code into the Platform, or interfering or attempting to interfere with use of the Platform by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing”, or “crashing” the Platform. Any unauthorized use of the Platform terminates the licenses granted by The Culinistas pursuant to this Agreement. Any future release, Update or other addition to the Platform shall be subject to the Agreement. The Culinistas, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use, or suspected unauthorized user, of the Platform terminates the rights and licenses granted by The Culinistas pursuant to the Agreement. You agree to indemnify “The Culinistas Parties” (as defined in Section 7 below) in the event of any claims against The Culinistas based on or arising from your violation of the foregoing.

3. Registration

Registration Data

In registering an account through the Platform (“Account”), you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) at least eighteen (18) years old; (ii) of legal age to form a binding contract; and (iii) not a person barred from using the Platform under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Platform by minors. You may not share your Account or password with anyone, and you agree to (x) notify The Culinistas immediately of any unauthorized use of your password or any other breach of security; and (y) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or The Culinistas has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, The Culinistas has the right to suspend or terminate your Account at any time for any reason or for no reason and refuse any and all current or future use of the Platform (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform at any given time. You agree not to create an Account or use the Platform if you have been previously removed by The Culinistas, or if you have been previously banned from the Platform.

Necessary Equipment

In order to receive the Chef Services, you must provide certain tools and equipment for cooking (“Required Tools, Equipment & Facilities”), including, but not limited to, a cutting board, spatula, whisk, blender, several mixing bowls, pots, pans, tongs, a baking sheet, a working oven, stove, refrigerator, running water, and functioning toilet. Moreover, for Chef Services that include multi-meal preparation (“Weekly Meal Prep Service”), you must provide several storage containers, which may be available for sale by The Culinistas. Please review and adhere to the best practices here for more information on preparing for your in-home chef visit.

4. Fees and Purchase Terms.

Payment Terms for Chefs

Please refer to your Platform Agreement for information on any project fees.

Payment Terms for Platform Users

Platform User agrees to paying a fee for each Booking (“Total Fee”).  Upon Booking a Chef Service, The Culinistas may pre-authorize and charge your Payment Method (as defined below) in an amount deemed appropriate by The Culinistas to cover the Chef Services for the period to which you have initially ordered such Chef Services, inclusive of, without limitation, estimated grocery cost, sales tax, travel reimbursement and standard 20% tip. Thereafter, prior to each Chef Service, The Culinistas may charge a pre-authorization for similar charges for each Chef Service, and then for the actual Total Fee thereof after the Chef Service. You, as a Platform User, agree to pay the Total Fee in connection with your Account for any requested Chef Services. Further, in addition to the 20% tip included in Chef Services, you may elect to tip the Chef an additional amount, but you acknowledge that The Culinistas does not mandate any such tip or gratuity. You hereby agree to pay the amount you authorize as a tip for the applicable Chef.  You, as a Platform User, will be responsible for paying any applicable taxes relating to your payments and will indemnify and hold harmless The Culinistas from any and all taxes, including sales tax, based on any payments made by you via the Platform. The Culinistas does not make any representation or render any advice as to the potential tax implications of any payments made via the Platform, and you should consult your tax professional with regards to the same. Except as otherwise set forth herein or agreed to by The Culinistas, all fees paid by Platform Users are non-refundable.

Automatic Renewal; Cancellation Policy

Some Chef Services, including, but not limited to, Weekly Meal Prep Service, will continue indefinitely unless you skip, pause, or deactivate such Chef Services (each, a form of “cancellation”) by following the Skipping, Pausing, or Deactivation processes set forth below.

(i) Weekly Meal Prep. You are able to skip, pause, or deactivate your weekly service at any time using your client dashboard prior to 48 hours before your next service time (the “Cancellation Window”).  After the Cancellation Window expires, your service is confirmed and your full service fee is nonrefundable.  If you cancel your service after the Cancellation Window expires, you will be charged the full service fee, plus any incremental costs incurred by the chef inclusive of groceries and travel, at our sole discretion.  Our chefs need a menu to grocery shop and plan, and without advance notice, your service cannot be properly executed.  Therefore, you must select your weekly menu at least 24 hours before your weekly service. If you have not selected your weekly menu at least 24 hours in advance, your chef will not be confirmed and you will still be charged the full service fee.  If someone in your household is sick or in case of medical emergency, we will attempt to reschedule at the chef’s convenience within 6 days of your original service date.  This is upon our sole discretion and you may be held to the full service fee.  If the chef is unavailable for such rescheduled service, we will send you a different chef of our choosing.  If you are unable to reschedule within 6 days of your original service date, you will be charged the full service fee.

(ii) Occasions and All Other Bookings.  You are able to cancel your service at any time at least 48 hours before your next service time free of charge by emailing q@theculinistas.com.  If you cancel for any reason within 24 -48 hours before your service time, you will be charged 50% of the service fee to partially compensate your chef for holding their time.  If you cancel for any reason less than 24 hours before your service time, you will be charged the full service fee plus any incremental charges incurred by the chef inclusive of groceries and travel, in our sole discretion.

Skipping a Booking

You may skip any Booking, including Bookings that are part of an automatically renewing Chef Service, provided that you click “Skip” within the Platform interface (to “Skip” or the act of “Skipping”).  You will be responsible for the Total Fee for that Booking if you fail to provide the required notice of Skipping. If you Skip a Booking that is part of an automatically renewing Chef Service, subsequent Bookings will be unaffected unless also Skipped, you Pause the program, or you Deactivate your Account, according to Section 4.5 and 4.6 below.

Pausing an Automatically Renewing Chef Service

You may pause any automatically renewing Chef Service, provided that you click Pause within the Platform interface (to “Pause” or the act of “Pausing”). Such Pausing shall immediately suspend all Bookings related to automatically renewing Chef Services that are scheduled to occur more than forty-eight (48) hours after such notice of Pausing is sent to The Culinistas. No future Bookings shall occur until you provide The Culinistas with written notice that you no longer wish to have your Chef Services Paused, or as of the date you tell The Culinistas your Paused status should end in your written notice to Pause.  You may Pause an auto-renewing Chef Service indefinitely.

Deactivating Account

You may deactivate your Account at any time, provided that you click “Deactivate” within the Platform interface (to “Deactivate” or the act of “Deactivation”).  Such Deactivation shall terminate your Account and immediately suspend all Bookings that are scheduled to occur more than forty-eight (48) hours after such notice of Deactivation is sent to The Culinistas. You must create a new Account to make future Bookings after Deactivation.

Third Party Payment Method

The Culinistas uses a third-party payment processor (the “Payment Processor”) for payment services (e.g., card acceptance, merchant settlement, and related services). The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to this Agreement.  Currently, we use Stripe, Inc. as our Payment Processor.  You can access Stripe’s Terms of Service at: https://stripe.com/legal/ssa and their Privacy Policy at https://stripe.com/privacy. We are not responsible for any error by, or other acts or omissions of, the Payment Processor.  By reserving the Chef Services, you agree to pay us, through the Payment Processor, all charges in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”).  You agree to make payment using your selected Payment Method.

Free Trials and Other Promotions

Any free trial or other promotion that provides access to the Platform must be used within the specified time of the trial or promotion. At the end of the specified period, your use of that Chef Service will expire and any further use of the Service is prohibited unless you pay the Total Fee.

Payment Information

All information that you provide to us or to the Payment Processor must be accurate, current, and complete. By requesting any Chef Services, you authorize The Culinistas to charge your Payment Method in accordance with this Section 4. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT METHOD USED TO PAY ANY FEES. As a Platform User, you agree to pay all charges incurred through your Account.

Anti-Circumvention

Platform Users shall not engage Chefs and Chefs shall not solicit Platform Users outside of the Platform, whether directly or indirectly, for the Chef Services. In the event a Chef induces, suggests, or otherwise solicits any Platform User’s request for Chef Services outside the Website, or a Platform User attempts to engage the Chef for Chef Services outside of the Platform, without limiting any available other remedies, The Culinistas shall have the right to immediately terminate the Platform User and/or Chef Accounts, as applicable, without notice, with no liability and no further obligation to either the Platform User or Chef. If Platform User engages Chef outside of the Platform, Platform User shall pay The Culinistas amount lost as a result of the engagement (i.e., the Total Fee less the suggested Chef Fee for the Chef Service).

5. Ownership.

Platform

You agree that The Culinistas and its suppliers own all rights, title and interest in the Platform, and all parts thereof. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website or Platform.

Trademarks

“The Culinistas” and other related graphics, logos, service marks and trade names used on or in connection with the Platform are the trademarks of The Culinistas and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Platform are the property of their respective owners.

The Culinistas Content

You agree that you have no right or title in or to any The Culinistas content that appears on or in the Platform.

Feedback

You agree that submission of any ideas, suggestions, documents, and/or proposals to The Culinistas through its suggestion, feedback, wiki, forum or similar pages or via email (“Feedback”) is at your own risk and that The Culinistas has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to The Culinistas a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Platform. You also acknowledge and agree that if and to the extent the material submitted by you identifies you by name, likeness, voice or otherwise (“Name and Likeness”), the foregoing license granted by you will automatically be deemed to cover and extend our use of your Name and Likeness in connection with our use of the material submitted by you. In addition, you warrant that all so-called “moral rights” have been waived.

Interactions with Other Platform Users

Platform Users and Chefs are solely responsible for their interactions with each other, and any other parties with whom they interact; provided, however, that The Culinistas reserves the right, but has no obligation, to intercede in disputes. Platform Users and Chefs agree that The Culinistas will not be responsible for any liability incurred as the result of such interactions. YOU UNDERSTAND THAT THE CULINISTAS MAY, BUT IS NOT OBLIGATED TO CONDUCT CRIMINAL BACKGROUND CHECKS OR EVALUATE THE CREDENTIALS OF ANY PLATFORM USER OR CHEF. THE CULINISTAS MAY, BUT IS NOT OBLIGATED TO, INQUIRE INTO THE BACKGROUNDS OF ITS PLATFORM USERS OR CHEFS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS PLATFORM USERS OR CHEFS. THE CULINISTAS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF PLATFORM USERS OR CHEFS. THE CULINISTAS RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES) AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.

Indemnification

You agree to indemnify and hold The Culinistas, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “The Culinistas Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a)  your use of, or inability to use, the Platform; (b) your violation of the Agreement; (c) your violation of any rights of another party, including any other Platform Users or Chefs; and (d) your violation of any applicable laws, rules or regulations. The Culinistas reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with The Culinistas in asserting any available defenses. This provision does not require you to indemnify any of The Culinistas Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or Platform provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement or your access to the Platform.

8. Disclaimer of Warranties and Conditions

As Is

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK, AND THE PLATFORM AND THE CHEF SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE CULINISTAS PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE PLATFORM.

(i) THE CULINISTAS PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE PLATFORM WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; (2) THE INFORMATION, CONTENT, AND DATA ON THE PLATFORM IS ACCURATE, COMPLETE, OR CURRENT; (3) YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (4) ANY ERRORS ON THE PLATFORM WILL BE CORRECTED; (5) YOUR USE OF THE PLATFORM WILL NOT EXPOSE YOUR HARDWARE OR NETWORKS TO ADDITIONAL SECURITY RISK; OR (6) THE PLATFORM WILL BE COMPATIBLE WITH YOUR DEVICES.

(ii) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE PLATFORM IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE PLATFORM, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

(iii) THE PLATFORM MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.  THE CULINISTAS MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO PLATFORM, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF PLATFORM.

No Liability for Conduct of Third Parties

YOU ACKNOWLEDGE AND AGREE THAT THE CULINISTAS PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE CULINISTAS PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

9. LIMITATION OF LIABILITY; INSURANCE

Disclaimer of Certain Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE CULINISTAS PARTIES BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE OR FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF DATA, PRODUCTION, OR USE, BUSINESS INTERRUPTION OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT THE CULINISTAS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The Culinistas Parties do not guarantee the quality, suitability, safety or ability of Chefs, and each Platform User agrees that the entire risk arising out of their use of Chef Services remains solely with such Platform User, to the maximum extent permitted under applicable law. The Culinistas is not responsible for the conduct, whether online or offline, of any Chefs, and will not be liable for any claim, injury or damage arising in connection with any Chef Services.

Cap on Liability

UNDER NO CIRCUMSTANCES WILL THE CULINISTAS PARTIES BE LIABLE TO YOU FOR MORE THAN THE LESSEROF (A) THE TOTAL AMOUNT PAID OR PAYABLE BY THE CULINISTAS DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES; OR (C) ONE HUNDRED DOLLARS ($100). THE LAWS OF SOME STATES DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE LIMITATIONS SET FORTH IN THIS SUBSECTION MAY NOT APPLY TO YOU AND YOU MIGHT HAVE OTHER RIGHTS.

Basis of the Bargain

The limitations of damages set forth above are fundamental elements of the basis of the bargain between The Culinistas and you.

9.4. Liability for Chef’s Actions; Indemnification and Insurance Protection

(i) Notwithstanding the above, The Culinistas desires to share with Platform Users the protections from third party liability and insurance benefits that may be available under The Culinistas’ commercial general liability insurance coverage (the “Insurance”). The  Insurance may include coverage for direct or vicarious liability for bodily injury or property damage caused by a Chef’s actions (“Liabilities”).

(ii) Accordingly, subject to the Chef's performance of Chef Services procured via the Platform and subject to the other conditions set forth herein, The Culinistas agrees to indemnify and hold Platform Users’ harmless from Liabilities suffered that are caused by a Chef's negligence during his or her performance of Chef Services procured with the Platform to the extent covered by Insurance (which is expressly subject to change from time to time), provided that the Chef's actions are within the scope of the Chef Services and are performed in a lawful manner that is consistent with the behavior of a reasonable and prudent person. By way of example only, this indemnification does not include Liabilities relating to any crimes, illegal activity or other actions that violate a Platform User’s legal rights. No statements or documentation provided by The Culinistas herein or otherwise made or provided to a Platform Users regarding Insurance shall constitute a representation or warranty regarding the status, enforceability or terms of Insurance.

(iii) In addition, neither this Agreement nor any statements and documentation regarding Insurance shall constitute any form of representation or warranty that The Culinistas has any insurance whatsoever. Each Platform User acknowledges that Insurance, if any, will include many conditions and limitations and that, if The Culinistas purchases Company Insurance (which The Culinistas has not promised to purchase under this Agreement), the insurance company issuing Insurance may not pay claims relating to a Platform User’s Chef’s actions for a variety of reasons, in which case the Platform User will have no source of payment for any damages you suffer as a result of the Chef’s actions.

(iv) Each Platform User agrees to cooperate with the insurance company (and its agents) that issues Insurance, if any, in connection with the insurance company’s investigation all matters relating to all occurrences and incidents in which the Platform User’s Chef is involved as a condition to the Platform User’s eligibility for any benefits under Insurance, regardless of whether or not The Culinistas is named in a suit, demand, or action.

(v) The limitations and disclaimer in this section do not purport to limit liability or alter a Platform User’s rights as a consumer that cannot be excluded under applicable law.

10. Limitations of the Platform

Third-Party Services

The Platform may contain links to third-party websites (“Third-Party Websites”) and advertisements for third parties (“Third-Party Ads”). When you click on a link to a Third-Party Website or Third-Party Ad, we will not warn you that you have left the Platform and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Ads are not under the control of The Culinistas. The Culinistas is not responsible for any Third-Party Websites or Third-Party Ads. The Culinistas provides these Third-Party Websites and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Ads, or their products or services. You use all links in Third-Party Websites and Third-Party Ads at your own risk. When you leave our Website, our Agreement and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

Release

You hereby release The Culinistas Parties from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Platform and Chef Services, including but not limited to, any interactions with or conduct of Chefs or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of Platform. Should you, as a Platform User, have a dispute with respect to the Platform or any Chef Services, you may address such dispute with The Culinistas, but the Chef retains sole responsibility for issues arising during Chef Services or during communication pertaining to Chef Services outside of the Platform. You, as a Platform User, hereby agree to release The Culinistas Parties from any losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage that is either directly or indirectly related to or arises from or in any way connected with such disputes and your dealings with Chefs.  If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

11. Termination AND DEACTIVATION

Termination of Account

This Agreement will remain in full force and effect until your Account is terminated as provided herein. You may delete your Account at any time for any reason through the settings in your Account on the Platform. The Culinistas may terminate or suspend your Account if (a) you are in breach of the Agreement; (b) if The Culinistas decides in its sole discretion to stop facilitating the provision of the applicable Chef Services; or (c) for any or no reason, without giving you notice. You understand that any termination of this Agreement and your Account may involve deletion of your Account information from our live databases and all the information stored for such Account. The Culinistas will not have any liability whatsoever to you for any termination or suspension of your Account or related deletion of your information.

Effect of Termination or Deactivation

Deactivation includes removal of Platform User’s access to such Platform and barring of further use of the Platform. Upon Deactivation of the Platform, your right to use such Platform will automatically terminate immediately. The Culinistas will not have any liability to you for any suspension or termination.  All provisions of the Agreement which by their nature should survive, shall survive termination of the Platform, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

International Platform Users

The Platform can be accessed from countries around the world and may contain references to services and content that are not available in your state or country. These references do not imply that The Culinistas intends to announce such services and content in your state or country. The Platform is controlled and offered by The Culinistas from its facilities in cities and states where it chooses to operate in the United States of America. The Culinistas makes no representations that the Platform is appropriate or available for use in other locations. Those who access or use the Platform from other states or countries do so at their own volition and are responsible for compliance with local law.

Dispute Resolution

Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with The Culinistas and limits the manner in which you can seek relief from us.

Applicability of Arbitration Agreement

You agree that any dispute or claim relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with The Culinistas, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (b) you or The Culinistas may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.

IF YOU AGREE TO ARBITRATION WITH THE CULINISTAS, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST THE CULINISTAS ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST THE CULINISTAS IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.

Arbitration Rules and Forum

The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent: Business Filings Incorporated, 108 West 13th Street, Wilmington, DE 19801. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, The Culinistas will pay them for you. In addition, The Culinistas will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, The Culinistas will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Authority of Arbitrator

The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and The Culinistas. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall 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 us.

Waiver of Jury Trial

YOU AND THE CULINISTAS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and The Culinistas are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 13.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class or Consolidated Actions

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court as set forth in Section 14.6.

30-Day Right to Opt Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: PO Box 70942, Chevy Chase, MD 20813, within 30 days after first becoming subject to this Arbitration Agreement Your notice must include your name and address, the email address you used to set up your Account, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

Severability

If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

Survival of Agreement

This Arbitration Agreement will survive the termination of your relationship with The Culinistas.

Modification

Notwithstanding any provision in this Agreement to the contrary, we agree that if The Culinistas makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice to The Culinistas.

14. General Provisions

Electronic Communications

The communications between you and The Culinistas use electronic means, whether you visit the Platform or send The Culinistas e-mails, or whether The Culinistas posts notices on the Platform or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from The Culinistas in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that The Culinistas provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

Assignment

The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without The Culinistas’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The Culinistas shall have the right to freely assign this Agreement, in whole or in part, without your prior consent.

Force Majeure

The Culinistas shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

Questions, Complaints, Claims

If you have any questions, complaints or claims with respect to the Platform, please contact us at: q@theculinistas.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

Exclusive Venue

To the extent the parties are permitted under this Agreement to initiate litigation in a court, or in the event this Section 14.5 is held to be unenforceable for any reason, both you and The Culinistas agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in New York, New York.

Governing Law

The AGREEMENT and any action related thereto will be governed and interpreted by and under the laws of the STATE OF NEW YORK, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement.

Notice

Where The Culinistas requires that you provide an e-mail address, you are responsible for providing The Culinistas with your most current e-mail address. In the event that the last e-mail address you provided to The Culinistas is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, The Culinistas’ dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to The Culinistas at the following address: PO Box 70942 Chevy Chase, MD 20813.

Waiver

Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Severability

If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

Export Control

You may not use, export, import, or transfer the Platform except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Platform, and any other applicable laws. In particular, but without limitation, the Platform may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Platform, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Platform for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by The Culinistas are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer The Culinistas products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

Consumer Complaints

In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

Entire Agreement

This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.