COOKONNECT COOK TERMS OF USE

Welcome to www.cookonnect.com (the “Site”, which also includes any associated mobile websites, applications, forums, blogs, email notifications and correspondence, or other informational sites owned and operated by Cookonnect Inc., and any mobile application through which we provide Cookonnect Services (as defined below) (“Mobile Apps”)). The Terms of Use stated herein together with any documents they expressly incorporate by reference (collectively, “Agreement”) constitute a legal agreement between Cookonnect Inc. (“Cookonnect”, “we”, or “us”) and individuals seeking to provide food preparation services through the Site (“you”, or “Cook” or “Cooks” when you and other cooks are referenced together in general).  The Cookonnect customers who will use the Site to purchase in-home meal preparation services will be referred to as “Clients”.

NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, SET FORTH BELOW, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH COOKONNECT. PLEASE READ IT CAREFULLY.

THIS AGREEMENT INCLUDES THE COOKONNECT INC. PRIVACY POLICY, WHICH IS INCORPORATED HEREIN. IF YOU OBJECT TO ANYTHING IN THESE TERMS OF USE, THE PRIVACY POLICY OR ANY APPLICABLE ADDITIONAL TERMS, DO NOT USE THE SITE OR THE SERVICES.

When you download a Mobile App or when you sign up for an Account (as defined herein below) and click to accept the Terms of Use, you hereby acknowledge that you have read and understood the Agreement and agree to be bound by the terms and conditions stated herein. You acknowledge and agree that we may revise and update the Agreement from time to time; all changes or updates to the Agreement are effective immediately when we post them and will apply to your access to and use of the Site. 

If you do not want to agree to be bound by the terms of the Agreement, you must not click that you accept the Terms of Use or access or use the Site.

  1.  Eligibility for Use. By using and accessing the Site, you state that you (a) are at least 18 years old, (b) have the right, authority and capacity to enter into this Agreement, and abide by the terms and conditions of this Agreement, (c) are legally entitled to enter into this Agreement, (d) possess the required certifications and references, and (e) are not prohibited by law from accessing or using the Site. If you cannot state that the foregoing are true, you may not use or access the Site. Without limiting the foregoing, the Site is not available to anyone under the age of 13 and if you are under the age of 13, you may not use the Site under any circumstances or for any reason. You agree to immediately notify Cookonnect of any change in your eligibility to use the Site. We may change the eligibility requirements for the Site at any time or refuse to offer the Site to any person or entity. As a Cook (as defined below), you must be permitted to legally work within the United States.  You represent and warrant that neither you nor any member of your household may have ever been:

    1. the subject of a conviction, arrest, charge, complaint, restraining order or any other legal action involving:

      1. any felony; or

      2. any other criminal offense involving violence, physical, sexual, or emotional abuse or neglect, or theft, drugs, or;

      3. any offense, violation, or unlawful act that involves endangering the safety of others, fraud, dishonesty, or reckless or negligent conduct; or     

      4. registered, or currently required to register, as a sex offender with any government entity.

2. Our Site and Services.

a. The Site is a Venue. The Site provides a venue for Clients to request a cook such as yourself to shop for ingredients and provide in-home food preparation services (“Cook(s)”). In accordance with the terms of this Agreement, Cookonnect evaluates Cooks generally for the purpose of reviewing their ability to provide the food preparation services. Cookonnect may provide certain booking, payment management, menu development, and other services in connection with the food preparation services through the Site or the Mobile App (“Cookonnect Services”), but Cookonnect is not a referral, matching or placement service and does not provide, refer, place, offer or seek to obtain employment for any Cooks.

b. Evaluation of Cooks. Although Cookonnect is not obligated to conduct any background checks of you or any other Cooks, you agree to allow Cookonnect to conduct a background check as referenced in this paragraph and to otherwise generally evaluate you as referenced in this Agreement. You consent to have Cookonnect evaluate you as follows: Cookonnect may (i) interview you, with the interview to include a cooking and tasting exercise, (ii) order a background check of your adult criminal history through a third-party, online-only criminal background verification service (“Verification Service”) in compliance with the Fair Credit Reporting Act and other comparable state requirements, (iii) verify that you have third-party certified qualifications for using the Cookonnect Services (e.g., Serve Safe certification), (iv) check and clear all references provided by you, and (v) require you to represent and demonstrate that you are eligible to work in the United States. You understand and agree that background checks ordered by Cookonnect will be in compliance with all applicable local, state and federal laws, and as such the number of years for which a background check will provide results may vary; Cookonnect will have no liability if a background check fails to report criminal history not included in a report due to such limitations. Notwithstanding the foregoing, Cookonnect does not: (1) screen or independently verify the training, experience, or other resume details of Cooks, (2) guarantee, endorse, have any control over, or make any representations regarding the quality, accuracy, completeness or reliability of the information provided by a Verification Service, (3) independently verify the results of any criminal background check report from a Verification Service, or (4) reject Cooks on the basis of criminal history that only includes traffic violations. Any inaccuracies or disputes regarding information contained in a background check report must be addressed with the Verification Service that provided the report (and not Cookonnect).      

c. Cookonnect Does Not Employ Any Cooks.  You understand and agree that (I) YOU ARE, AT ALL TIMES, AN INDEPENDENT CONTRACTOR AND (II) YOU ARE NOT EMPLOYED BY COOKONNECT. We do not control, monitor, supervise, or oversee the quality, timing, hours, legality, or any other aspect of services delivered by Cooks, nor do we require Cooks to accept any Booking Requests or deliver any services at all.

You are free to be an employee of a third party and otherwise hold working engagements, including jobs that pertain to chef/cooking and meal preparation services, as long as any such jobs do not involve Clients that were found, sourced or initiated through the Site or otherwise through Cookonnect.  You acknowledge that Cookonnect is not an employment service and does not serve as your employer. As such, you understand and agree that because Cookonnect does not control the behavior of Cooks (specifically, your behavior) or of Clients, you and the Client(s) must resolve any issues, disputes or concerns directly with each other, except for any issues regarding payments, which are addressed in Section 4 of this Agreement. As set forth in Section 15 of this Agreement, you agree to hold Cookonnect harmless from any claims or liability that may arise from any disputes between you and any Client as further referenced in this Agreement.

d. Additional Identification Information. If requested by Cookonnect, you agree to provide Cookonnect with such identification documents (including copies of a driver’s license) or other information as may be needed or requested by Cookonnect.

e. Site Rules. Without limiting any of the terms and conditions stated herein, as a condition of your access to and use of the Site, you agree that: (a) you will only use the Site for lawful purposes; (b) you will not use the Site for any purpose that is prohibited by this Agreement; (c) you are responsible for all of your activity in connection with the Site; (d) you will not use the Site to cause nuisance, annoyance or inconvenience; (e) you will not try to harm the Site in any way whatsoever; (f) you will only use the Site for your own use and will not resell your Account to a third party; (g) you will not attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Site; (h) you will not run any form of auto-responder or “spam” on the Site, use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site, or harvest or scrape any content from the Site; (i) you will not treat the Clients inappropriately or in an inconsiderate manner; and (j) you will not access content or data not intended for you, or log onto a server or account that you are not authorized to access. Cookonnect reserves the right to terminate your Account in accordance with Section 12 if you violate these terms. If your rating/Feedback falls too low (e.g., 3 out of 5 stars), you fail to maintain qualifications for using the service (e.g., Serve Safe certification), or you provide consistent poor service (e.g., missing appointments, arriving late to appointments, damaging kitchen equipment) in the discretion of Cookonnect, Cookonnect reserves the right to terminate your Account in accordance with Section 12.

3. Cook Appointments and Your Account.

a. Setting up a Cook Appointment. The Site allows a Client to request a Cook such as yourself to provide menu preparation services at the time and on the date of their choosing (each, a “Booking Request”). After you set up an Account (as described below), you will be able to accept Booking Requests. Cookonnect’s assistance through the Site with managing Booking Requests shall be considered part of the Cookonnect Services. All Booking Requests with Clients that you find on the Site must be made through the Site at all times, i.e., YOU ARE NOT ALLOWED TO BOOK ANY CLIENTS OUTSIDE OF THE SITE, OR OTHERWISE PROVIDE MEAL PREPARATION SERVICES TO SAID CLIENTS EVEN IF YOU HAVE PROVIDED SERVICES TO THEM PREVIOUSLY THROUGH THE SITE.

b. Your Account. In order to receive Booking Requests and secure Cook Appointments, you must create an account with Cookonnect (“Account”). You must also provide payment detail information and other related information regarding your payment source in your Account (“Pay Account”). When creating an Account, you agree to provide true, accurate, current, and complete data about yourself, including Pay Account information  (“Your Information”). You agree to promptly update Your Information if any of Your Information changes in order to keep it true, accurate, current, and complete, including making sure you have a valid      Pay Account on file. Each Cook may only have one Account with Cookonnect, and you may not create multiple Accounts for one individual. If you create multiple accounts for the same individual or do not keep Your Information accurate and current, we may suspend your access to and use of the Site, deactivate your Account(s), and/or terminate this Agreement. You are solely responsible for maintaining the confidentiality of your Account and Your Information, and, except as otherwise required by applicable law, you are solely responsible for any use of your Account, whether or not you authorize that use. The Site is intended to be used by Clients who want to find, select, review and connect with Cooks so they can receive the food preparation services  and Cooks to help you gain meal service bookings and manage the bookings easily with business services handled by Cookonnect; any use of this Site for any other purpose, (including but not limited to using the Site or information obtained from the Site to solicit, advertise to or contact Clients or other Cooks for any other purpose) is prohibited. You may never use another person’s Account for or in connection with accepting a Booking Request or setting up a Cook Appointment without permission from us. You agree to immediately notify us of any unauthorized use of your Account or any other breach of security related to your use of the Site. You may not assign or otherwise transfer your Account to any other person or entity.

c. General Description of Cook Services.

Once you accept a Booking Request, you will shop for and purchase the ingredients for the menu selected (“Ingredients”) for the number of people indicated by the Client. You will keep the receipt(s) for the costs of the ingredients (“Ingredient Costs”) and upload it to the Site. You will arrive at the Client’s home and conduct the food preparation services. If the Client does not provide a clean and safe area for you, you will document the kitchen area in photos and upload them to the Site. After completion of the food preparation services, you will plate and/or package and store the meal for easy reheating or freezing per the Client’s direction,      and return the Client’s kitchen to its original condition at the inception of the Cook Appointment. 

d. COVID-19 & Other Safety Measures. You agree to wear face coverings during the time that you are cooking and providing the food preparation services at a Client’s home until Cookonnect advises otherwise.  In addition, you agree to select one of two Covid-19 management options – (i) proof of Covid-19 vaccination or (ii) proof of a negative Covid-19 test within 48 hours of service. You may be required to hold additional safety certifications such as covid-related training for the culinary field as Cookonnect deems appropriate. Without limiting the requirements and responsibilities set forth above which may change from time to time depending upon the then-current circumstances, you acknowledge and agree that the obligations under this Agreement include your responsibility for taking all appropriate health, safety and hygiene measures to protect yourself and any Clients with whom you interact from the spread or potential spread of infectious diseases or conditions, or any other unhealthy, unsafe, or unsanitary conditions. For more information on how to stay safe, please review the WHO and/or CDC‘s applicable guidance which may be more or less restrictive than the requirements in this Section 3d. and which may be updated from time to time. While Cookonnect sets forth certain measures designed to keep you and the Clients safe, Cookonnect cannot, and does not, guarantee any services or conditions or take any responsibility or liability for (a) your failure to put forward safe, healthy, and sanitary services or accommodations while providing the services, (b) unsafe, unhealthy, or unsanitary conditions at Clients’ homes or at grocery stores even if the measures are followed, or (c) any spread or potential spread of infectious diseases or conditions or any other unhealthy, unsafe, or unsanitary conditions actually or allegedly arising out of or resulting from use of the Cookonnect Services or your services to any Clients in any manner. Cookonnect also does not represent or warrant, and expressly disclaims, that it has reviewed or reached any conclusions as to the applicability of any WHO, CDC, or federal, state, county, or local laws or regulations regarding Covid-19 protocols in connection with your use of the Site or Cookonnect Services.

e. Assumption of Risk & Insurance.      While Cookonnect takes certain steps to help promote the safety of our Site, connecting Cooks with Clients via an online platform like ours comes with certain inherent risks. We do not provide any training, supervision, or monitoring of Clients, and we cannot guarantee that all of your interactions with Clients will always be 100% safe and respectful. You also understand that Cookonnect does not vet or screen Clients and/or their Content, or otherwise to promote the safety of the Site and Cookonnect Services, Site visitors, their families, or others associated with them. You agree to assume all risks when using the Site and the Cookonnect Services, including but not limited to injury, illness, death, and all other risks associated with any online or offline interactions with Clients, other Cooks and users of the Site or the Cookonnect Services. 

AS STATED ABOVE, THE COOKONNECT SERVICES ARE INTENDED TO BE USED TO FACILITATE CLIENTS AND COOKS CONNECTING AND BOOKING APPOINTMENTS, AND YOU AGREE THAT COOKONNECT HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY CCOK APPOINTMENT MADE THROUGH THE COOKONNECT SERVICES OR TO ANY SERVICES PROVIDED BY YOU OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. COOKONNECT CANNOT AND DOES NOT CONTROL THE INFORMATION OR CONTENT CONTAINED IN ANY BOOKINGS (OTHER THAN THE ARRANGEMENT AND DISPLAY OF SUCH CONTENT) OR THE LEGALITY, SAFETY OR SUITABILITY OF ANY APPOINTMENTS. YOU HEREBY ACKNOWLEDGE      THAT COOKONNECT DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR THE MANNER IN WHICH YOU SHOP FOR FOOD INGREDIENTS OR CONDUCT THE FOOD PREPARATION SERVICES AT A CLIENT’S HOME DURING A      COOK APPOINTMENT. COOKONNECT IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL COOK APPOINTMENTS. ACCORDINGLY, ANY BOOKING REQUESTS AND COOK APPOINTMENTS AT CLIENTS’ HOMES WILL BE ACCEPTED AT YOUR OWN RISK     .

By using this Site or our Cookonnect Services, you hereby represent, understand, and expressly agree to release and hold Cookonnect (and Cookonnect's officers, directors, shareholders, employees, parents, subsidiaries, other affiliates, successors, assignees, agents, representatives, advertisers, marketing partners, licensors, ("Affiliates")) harmless from any claim or controversy that may arise out of:

  1. the actions or inactions of, or the interaction (including any disputes) between you and any Client or other user(s) of the Site online or offline or otherwise in connection with a Cook Appointment; and

  2. any information, instruction, or advice referenced by any Client in connection with a Booking Request or Cook Appointment.

Cookonnect, including its Affiliates, expressly disclaims any liability whatsoever for any damage, suits, claims, and/or controversies that have arisen or may arise, whether known or unknown, from the above.

     YOU SHALL BE RESPONSIBLE TO PAY FOR ANY AND ALL DAMAGES CAUSED BY YOU THAT ARISE OUT OF OR RESULT FROM COOK APPOINTMENTS, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY (INCLUDING DEATH) AND PROPERTY DAMAGE. YOU MUST PAY FOR SUCH DAMAGES THAT ARE ASSESSED AGAINST COOKONNECT WITHIN THIRTY (30) DAYS OF THE IMPACTED COOK APPOINTMENT. YOUR PAY ACCOUNT MAY BE CHARGED ACCORDINGLY IF YOU DO NOT OTHERWISE MAKE PAYMENT.

Cookonnect may procure liability insurance to cover its potential liabilities under this Agreement, but in no event shall Cookonnect’s insurance cover your potential liabilities under this Agreement.  We strongly recommend that you obtain general liability insurance in the amounts and types that are sufficient to cover your liability and risks associated with using the Site and providing food preparation services under this Agreement, and your failure to do so will not excuse your obligations and liabilities under this Agreement.

4. Payment Terms.

a. Fees. Clients will be charged a dollar amount per meal which is rounded and derived from the booking package that Clients select based on the number of people and meals (“Meal Fee”). The Meal Fee includes your fee for shopping, cooking, and cleaning, the cost of all ingredients, and a Cookonnect platform service fee.  Your fee for each Cook Appointment will be based on pre-determined project rates that account for the approximate number of hours of work required for you to complete each service (“Cook Fee”).                              b. No Direct Payments for Cook Fees or Gratuity. You acknowledge that all payments for your food preparation services and the Cookonnect Services must be made by Clients through the Site.  You understand that gratuity is not included in the fees collected by Cookonnect.  Clients may pay you gratuity at the Client’s sole option, but any tips or gratuities must be provided to you through the Site. NO PAYMENTS MAY BE MADE DIRECTLY TO YOU BY THE CLIENT OR ANYONE IN CONNECTION WITH THE CLIENT.  UNDER NO CIRCUMSTANCES ARE YOU ALLOWED TO ACCEPT OR OTHERWISE COLLECT ANY MONIES DIRECTLY FROM THE CLIENT WHETHER YOU ARE AT THE HOME OF THE CLIENT DURING A COOK APPOINTMENT OR OTHERWISE.

c. Payment Processing. 

Once a Cook Appointment is over, all receipts for the ingredient costs and any necessary documentation are uploaded to the Site, and the completion of such Cook Appointment is confirmed by you, Cookonnect will  pay you the Cook Fee as soon as possible with a goal of      processing payment within 48 hours of completion. In order to be paid, you must ensure that your  Pay Account is up to date.  We may link your Pay Account to your Account, but we do not store your Pay Account information; it is stored by our third-party payment processors (as further described in our Privacy Policy). By providing your Pay Account, you state that: (i) you are legally authorized to provide such information to us; and (ii) you are legally authorized to receive payments to such accounts. You acknowledge and agree that we may use certain third-party vendors and service providers to process payments, manage and store your Pay Account information, as well as to detect and prevent fraud.

At all times, you shall be solely responsible for the accuracy of the Pay Account provided in connection with your Account.  To the extent permitted by law, Cookonnect hereby disclaims any liability to you with respect to the use of your Pay Account and the payments flowing to you.  Furthermore, you shall pay any currency conversion fees, or other applicable banking transaction fees, associated with the payment process.  

Except to the extent the law requires us to take on the following responsibilities, Cookonnect is not responsible or liable for (i) any payments made through the Site using your Pay Account, or (ii) any errors made by the third-party payment processor. If you notify us in writing of alleged errors or mistakes made by our third-party payment processor, we will request that the third-party payment processor investigate and correct  errors or mistakes . You understand and agree that the processing of payments will be subject to the terms, conditions and privacy policies of our third-party payment processors, in addition to this Agreement. The terms of your payment will also be based on your Pay Account and may be affected and determined by agreements between you and the financial institution, debit/credit card issuer or other provider of your chosen Pay Account.

d. Limitations. Cookonnect is an independent contractor for all purposes and is not your payment agent. Cookonnect is not liable for any payments made to you through the Site that are not completed because: (i) you have not provided us with correct Pay Account information; (ii) your Pay Account has expired; or (iii) of circumstances beyond our control that prevent the execution of the transaction.

e. Cook Incentives. Cookonnect may offer incentives and rewards from time to time, subject to terms that Cookonnect establishes. You agree that incentives and rewards: (i) will be used for the intended purpose and in a lawful manner; (ii) may not be duplicated, sold or transferred, unless expressly permitted by us; (iii) may be disabled by us at any time or expire; and (iv) may not be valid for cash unless otherwise approved by us. We may suspend your Account if we determine that the use or redemption of an incentive or reward was illegal or violated the established terms.

f. Cook Platform Fee.  As of the initial launch of the Site, Cookonnect will not charge you a fee to use the Site.  Cookonnect reserves the right to modify this provision and may charge Cooks who sign up to use the Site in the future a platform usage fee which will be determined by Cookonnect in its sole discretion.

g. Tax Withholding/Income Reporting.  You are solely responsible (and Cookonnect is not responsible), for any tax, workers’ compensation insurance, withholding or reporting, including, but not limited to, unemployment insurance, social security or payroll withholding tax or income reporting in connection with any meal preparation services provided by you under this Agreement. You understand and agree that if Cookonnect is found to be liable for any tax, workers’ compensation insurance, withholding tax or reporting obligation in connection with any services provided by you, then you will immediately reimburse and indemnify Cookonnect for all costs, expenses and liabilities (including any interest and penalties) relating to the same.  At the end of every tax year, Cookonnect will provide you with the applicable 1099 tax form in connection with the meal preparation services you provide under this Agreement.

          

5     Privacy and Security.

a. Information We Collect.  We may collect three basic types of information and data from Cooks and Clients: personal information (e.g., email, name, physical address, phone number, credit card, and pay account information), non-personal information, and data regarding your usage of the Site.

b.  Our Commitment. We care about the privacy of our users. You understand that by using the Site and the Services you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed in the United States. We will only share your personal information with third parties for the purpose of providing the Cookonnect Services. We care about the integrity and security of your personal information, however, you understand and agree that we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk and as further described in our Privacy Policy.

c. Your Receipt of Client Personal Information. You may receive personal information about Clients limited only to their names and physical addresses. Any such personal information you receive may only be used for the specific purpose it was provided to you in connection with the Site and the Cookonnect Services, i.e., to provide the location(s) for Cook Appointments. The Site may feature in-app messaging functionality to allow Cooks and Clients to communicate without using their personal information.  Cooks may not contact Clients and Clients may not contact Cooks for any purpose other than asking a question, providing information, or making arrangements related to a Cook Appointment through the in-app messaging functionality on the Site. YOU SHOULD NEVER TAKE/USE ANY PERSONAL/CONTACT INFORMATION FROM ANY CLIENT, WHETHER OR NOT THE CLIENT REQUESTS THAT YOU DO SO AND WHETHER OR NOT YOU ARE SPEAKING TO A CLIENT AT THE CLIENT’S HOME WHERE MEAL PREPARATION SERVICES ARE BEING PROVIDED. You agree that you (a) will use the Site as the sole manner to communicate with the Clients; (b) will not provide your direct contact information to any Client or another person that you identified or were identified by through the Site; (c) will not use contact information of a Client to attempt to or to communicate with, solicit, contact, or find the contact information of another person outside of the Site; (d) will not ask for, provide, or attempt to identify through public means the contact information of a Client; and (e) will not include your direct contact information or means by which your contact information could be discovered in any profile, proposal, or communication through the Site’s communications services.

6. Liquidated Damages. As referenced in Sections 3a., 4b. and 5, all Booking Requests with Clients that you find on the Site must be made through the Site at all times, i.e., YOU ARE NOT ALLOWED TO BOOK ANY CLIENTS OUTSIDE OF THE SITE, OR OTHERWISE PROVIDE MEAL PREPARATION SERVICES TO OR ACCEPT PAYMENT OR CONTACT INFORMATION FROM SAID CLIENTS EVEN IF YOU HAVE PROVIDED SERVICES TO THEM PREVIOUSLY THROUGH THE SITE. 

You acknowledge and agree that a substantial portion of the compensation Cookonnect receives for making the Site available to you is collected through the fees described in Section 4 and that in exchange the Booking Requests are a substantial value to you for compensation. Cookonnect only receives the Meal Fee when a Client and a Cook pay and receive payment through the Site. Therefore, you agree to use the Site as your exclusive method to receive all payments for meal preparation services performed. 

By way of illustration and not in limitation of the foregoing, you agree not to:

• Offer or solicit or accept any offer or solicitation from Clients identified through the Site to contract, hire, invoice, pay, or receive payment in any manner other than through the Site.

• Refer a Client whom you identified on the Site to a third-party who is not a Client of the Site for purposes of making or receiving payments other than through the Site.

You agree to notify Cookonnect immediately if a Client suggests to you making or receiving payments other than through the Site in violation of Section 4 and this Section 6 or if you receive unsolicited contact outside of the Site. 

It is understood that Cookonnect is relying upon your agreement to refrain from outside bookings and that any failure to abide by this provision will result in serious losses to Cookonnect. You and Cookonnect acknowledge that the amount of those losses is and will be difficult to determine. It is agreed, therefore, that upon any repudiation of this provision by you, Cookonnect will not be responsible for any amounts that are otherwise due and payable to you as of the time of your breach, and you shall pay to Cookonnect, as liquidated damages to compensate for such losses, either (i) One Thousand & Five Hundred Dollars ($1500) per affected Client or (ii) Thirty Per Cent (30%) of the expected annualized fees from an affected Client, whichever amount is greater, as calculated by Cookonnect (“Liquidated Damages Amount”). The Liquidated Damages Amount is confined to losses resulting from your breach of this provision, and you and Cookonnect agree that it is not a penalty, but instead is intended by the parties to be, and shall be deemed, liquidated damages. You acknowledge and agree that a violation of any provision in Sections 3a., 4b., and this Section 6 is a material breach of this Agreement and your Account may be permanently suspended and your Pay Account charged the Liquidated Damages Amount.  Cookonnect also reserves the right to exercise any of its other remedies under this Agreement.

 

7. SMS and Text Messages from Cookonnect. By providing us with your mobile phone number when you sign up for the Site and create an Account, you are expressly opting-in to receive SMS and text messages from us relating to the Site. For example, we may send you SMS or text messages about your Account and your scheduled upcoming Cook Appointments. You acknowledge that messaging and data rates may apply depending on your mobile phone service provider and that you are solely responsible for paying for any such SMS text messaging fees. You may opt-out of receiving SMS text messages at any time by emailing us at letscookonnect@gmail.com. However, by opting-out of receiving text messages, we may have to temporarily suspend your Account, during which time you will no longer be able to schedule Cook Appointments.

8. Content.

a. Feedback. You acknowledge that Clients may from time to time rate you and other Cooks, or provide suggestions, comments or other feedback with respect to your food preparation services either directly to Cookonnect or through the Site, including 1-5 star ratings from Clients, and you may from time to time rate Clients as well (“Feedback”).  You agree that all Client Feedback is and shall be given entirely voluntarily. Feedback, even if designated as confidential by the party offering the Feedback, shall not be deemed to constitute confidential information or to impose any confidentiality or privacy obligations on Cookonnect. 

b. Content. You will be required to upload the following to the Site: (i) a photo of yourself, i.e., a head shot; and (ii) a video to introduce yourself as a Cook.  You may also upload photos and videos of meals or dishes you have prepared.  For the purposes of this Agreement, any content, including your Information, photos, videos, Feedback, or any other data or information that you upload through the Site shall be “Content.” We reserve the right to remove any Content that we feel, in our sole discretion, violates this Agreement or Cookonnect’s guidelines. We shall be free to use, disclose, reproduce, license or otherwise distribute and exploit any Content entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.

c. Content Restrictions. You will not post on the Site, transmit to Clients, or communicate any Content (including links to content), or otherwise engage in any activity on the Site or through the Cookonnect Services, that:

     i.     contains photographs or images of another person, unless you are that person’s parent or legal guardian;

     ii.     contains others’ copyrighted content unless you have written permission from the copyright owner;

     iii.     contains or discloses another person’s personal information without his or her written permission, or collects or solicits another person’s personal information for commercial or unlawful purposes;

     iv.     implies that the Content is in any way endorsed or sponsored by Cookonnect;

      v.     is implicitly or explicitly offensive, such as Content that engages in, endorses or promotes racism, bigotry, discrimination, hatred or physical harm of any kind;

     vi.       is intended to harass, annoy, threaten or intimidate any other users of the Site;

     vii.     is false, misleading, defamatory, inaccurate, abusive, obscene, profane, sexually oriented, or otherwise objectionable;

     viii.     involves the transmission of junk mail, chain letters, or unsolicited mass mailing or spamming, phishing, trolling or other similar activities;

      ix.     contains any malware (including but not limited to viruses, time bombs, trojan horses, cancelbots, worms or other harmful, or disruptive codes, components or devices);

       x.     is off-topic, meaningless, or otherwise intended to annoy or interfere with others' use of the Site;

      xi.     uses scripts, bots or other automated technology to access the Site;

      xii.     attempts to circumvent Cookonnect’s messaging tools or booking platform, or attempts to avoid applicable Cookonnect fees;

      xiii.     otherwise violates (A) the rights of third parties, including rights of privacy or publicity, or (B) violates applicable laws and regulations.

d. DMCA Notice and Takedown. We respect the intellectual property of others, and we ask you do the same. It’s our policy, in appropriate circumstances and at our discretion, to disable and/or terminate the Accounts of users of the Site who may infringe or repeatedly infringe the copyrights or other intellectual property rights of Cookonnect and/or others. If you are a copyright owner or an agent thereof and believe any content on the Site infringes your copyrights, you may submit a notification of claimed infringement under the Digital Millennium Copyright Act (“DMCA”) by providing notice to our Designated Copyright Agent (“Designated Copyright Agent”) containing the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of a copyright that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of 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 permit us to locate the material; (d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) 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 owner of an exclusive right that is allegedly infringed. Cookonnect’s Designated Copyright Agent to receive notifications of claimed infringement is: ZenBusiness Inc., 611 South DuPont Highway, Suite 102, Dover, DE 19901. Please send only DMCA notices to our Designated Copyright Agent. You acknowledge that if you don’t comply with all of the requirements of this Section, we may not be able to properly process or address your DMCA notice.

9. Ownership.

a. Our Intellectual Property Rights to the Site. The Site and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Cookonnect, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. If you wish to make any use of material on our Site other than that set out in this section, please contact us at letscookonnect@gmail.com. We grant you a limited, non-exclusive, non-transferable license: (i) to view, download and print any content on the Site solely for your purposes; and (ii) to view any content on the Site to which you are permitted access solely for your purposes, and solely as permitted by the features of the Site. You have no right to sublicense the license rights granted in this section. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site or its content except as expressly permitted in this Agreement. If you breach the terms of this Section we may, in our sole discretion, deactivate your Account or cease to allow you access to the Site. No right, title or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by Cookonnect.

b. Trademarks. Cookonnect’s name, logo and all related names, logos, product and service names, designs and slogans are our trademarks or its marks and logos of our affiliates, or licensors. You may not use such marks without our prior written permission. All other names, logos, product and service names, designs and slogans on this Site are the trademarks of their respective owners.

c. Your Content/Recipes. Other than the non-exclusive license granted to Cookonnect with respect to Content (described above in Section 7b.), Cookonnect will not acquire an ownership interest in the Content you post.  Cookonnect will provide recipes for your use in connection with your meal preparation services under this Agreement.  You may use your own recipes (along with photos or videos of dishes and meals you have prepared in accordance with your recipes) (together, “Recipes”) in connection with your services under this Agreement, provided that (i) said Recipes meet Cookonnect quality and costing standards, and (ii) you hereby agree to grant a non-exclusive, irrevocable, transferable license to Cookonnect and its other Cooks to use said Recipes on the Site in connection with the Cookonnect Services and other Cooks’ services in perpetuity, even after you leave the Site and/or no longer perform any meal preparation services under this Agreement.

10. Linking to the Website. You may not link to our homepage without our prior, written consent. Please contact letscookonnect@gmail.com regarding linking to our Site. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any links at any time without notice in our discretion.

11. Links from the Website. If the Site contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use/service for such websites.

12. Termination. We may terminate your access to all or any part of the Site at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Account. If your Account has been terminated by Cookonnect, you may not re-register without Cookonnect’s consent (and if you are permitted to re-register, your previous information and activity, including any fee credits, may no longer be available). If you wish to terminate your Account, you may do so by emailing us at letscookonnect@gmail.com. Any fees paid hereunder are non-refundable. Upon the termination of your Account, you will no longer have access to the portions of the Site that require Account registration. If your Account is terminated, Content you have posted or transmitted (e.g., Reviews or Feedback) may or may not (in our sole discretion) remain on the Site. If following the termination or cancellation of your Account, you continue to access and use other portions of the Site, your use will continue to be governed by these Terms of Use. All provisions of this Agreement, which by their nature should survive termination, shall survive termination, including, without limitation, licenses of Feedback, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

13. Disclaimer of Warranties. You understand that we cannot and do not guarantee or warrant that the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR ON ANY WEBSITE LINKED TO IT.

THE SITE, ITS CONTENT, AND ANY COOKONNECT SERVICES IN CONNECTION WITH THE SITE ARE USED AT YOUR OWN RISK AND ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER COOKONNECT NOR ANY PERSON ASSOCIATED WITH US MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY OF SOURCED FOOD INGREDIENTS OR SERVICES, ACCURACY OR AVAILABILITY OF THE SITE OR THAT ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE.  THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

14. Limitation of Liability. 

COOKONNECT WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE (INCLUDING PROPERTY DAMAGE) OR PERSONAL INJURY, INCLUDING DEATH, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SITE, THE COOKONNECT SERVICES, THE BEHAVIOR OF THE CLIENTS OFFLINE AND ONLINE, ANY OCCURRENCE AT A COOK APPOINTMENT, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR THE QUALITY OR CONDITION OF THE FOOD INGREDIENTS THAT WILL BE PROCURED BY YOU AT VARIOUS GROCERY RETAILERS. WITH RESPECT TO SUCH FOOD INGREDIENTS, YOU AND THE CLIENTS SHOULD LOOK TO THE GROCERY RETAILER AND/OR TO THE MANUFACTURER OF THE FOOD INGREDIENTS TO RESOLVE ANY PRODUCT/FOOD LIABILITY CLAIMS.

EXCEPT TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY, THE MAXIMUM LIABILITY OF COOKONNECT FOR DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR ANY MOBILE APP OR OTHER SITE, WHETHER SUCH LIABILITY ARISES FROM A CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL THEORY, SHALL NOT UNDER ANY CIRCUMSTANCE EXCEED, IN THE AGGREGATE, ONE HUNDRED U.S. DOLLARS ($100.00). COOKONNECT SHALL ALSO NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE COOKONNECT SERVICES, THE BEHAVIOR OF THE CLIENTS, ANY OCCURRENCE AT A COOK APPOINTMENT, ANY MOBILE APP OR OTHER SITE OR OTHERWISE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF COOKONNECT HAS BEEN ADVISED OF SUCH DAMAGES (OR KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE) AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF THIS AGREEMENT.

15. Indemnification. You agree to defend, indemnify and hold Cookonnect and its Affiliates, licensors and service providers (and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns) and the Clients harmless, from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to (i) your violation of this Agreement or your violation of any rights of a third party, (ii) your use or misuse of, or inability to use, the Site or Cookonnect Services, (iii) any materials and Content you submit, post or transmit through the Site, (iv) your interactions with or conduct towards any Clients, including any claims or disputes with any Clients, or other Cooks or users of the Site, (v) your violation of any applicable law, rules or regulations, (vi) information contained in any background or verification report, and (vii) the failure of any of your representations made under this Agreement to be accurate.

16. Export Law Compliance. Use of the Site may be subject to laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations in connection with your use of the Site.

17. Auxiliary Services. Use of the Site requires Internet access through your computer or mobile device. You are responsible for all mobile carrier charges resulting from your use of the Site, including from any notifications provided by Cookonnect in connection with your use of the Site and purchase and use of Appointments. We do not guarantee that the Site will be compatible with all devices or will be supported by all mobile carriers. OUR SITE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS; WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

18. Beta Features. From time to time, we may offer new “beta” features or tools with which Clients or Cooks may experiment with on the Site. Such features or tools are offered solely for experimental purposes and may be modified or discontinued at Cookonnect’s sole discretion. The provisions in Section 13 regarding Disclaimer of Warranty apply to such features or tools.

19. Mobile Application Terms. 

Apple App Store

In the case where we make the Services available through a Site consisting of a Mobile App that is made available for you to download through the Apple App Store (an “ioS App”), the following terms will apply in addition to all other terms contained in the Agreement:

  1. Subject to your compliance with the Terms of Use, COOKONNECT grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the COOKONNECT mobile application on a single mobile device or computer that you own or control and to run such copy of the application solely for your own personal or internal business purposes. Furthermore, with respect to any application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the application on a shared basis within your designated family group.

  2. You acknowledge and agree that the availability of the COOKONNECT mobile application and the Services is dependent on the third party from whom you received the application license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that the Terms of Use are between you and COOKONNECT and not with the App Store. COOKONNECT, not the App Store, is solely responsible for the COOKONNECT mobile application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the COOKONNECT mobile application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the application. You agree to comply with, and your license to use the COOKONNECT mobile application is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using the application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms of Use and will have the right to enforce it.

  3. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:

(a) You acknowledge and agree that (i) the Terms of Use is concluded between you and COOKONNECT only, and not Apple, and (ii) COOKONNECT, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.

(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between COOKONNECT and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of COOKONNECT.

(d) You and COOKONNECT acknowledge that, as between COOKONNECT and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

(e) You and COOKONNECT acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between COOKONNECT and Apple, COOKONNECT, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms of Use.

(f) You and COOKONNECT acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Terms of Use as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms of Use as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.

(g) Without limiting any other terms of the Terms of Use, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

Google Play Sourced App

The following applies to any Google Play Sourced Application accessed through or downloaded from Google Play:

  1. You acknowledge and agree that (i) the Terms of Use are concluded between you and COOKONNECT only, and not Google, Inc. (“Google”), and (ii) COOKONNECT, not Google, is solely responsible for the Google Play Sourced Application and content thereof. Your use of the Google Play Sourced Application must comply with the Google Play Agreement of Service.

  2. Google is only a provider of Google Play where you obtained the Google Play Sourced Application.

  3. COOKONNECT, and not Google, is solely responsible for its Google Play Sourced Application;

  4. Google has no obligation or liability to you with respect to COOKONNECT’s Google Play Sourced Application or these Terms of Use; and

  5. You acknowledge and agree that Google is a third-party beneficiary to these Terms of Use as it relates to COOKONNECT’s Google Play Sourced Application.

20. Resolution of Disputes – Mandatory Arbitration and Class Action Waiver

We offer the following process to help you resolve a complaint or Dispute (as defined below) that you may have with COOKONNECT or the use of the Site. Please read this section carefully. You can reach us at letscookonnect@gmail.com so that we can help you resolve most of your concerns. If we are unable to informally resolve your complaint or Dispute, you agree to take the following steps to resolve any Dispute you may have with us.

Step 1. Notice of Dispute

You must first try to resolve any complaint or Dispute with us through our Notice of Dispute process. You begin by submitting a “Notice of Dispute” with any supporting documents or other information by U.S. Mail to:

Cookonnect Inc.

ATTN: Notice of Dispute

c/o Registered Agent- ZenBusiness Inc.

611 South DuPont Highway, Suite 102

Dover, DE 19901

 

A “Notice of Dispute” is a written form in which you provide your name, address, contact information, email address, the facts regarding your Dispute, and the relief you are requesting from us. Once we receive your Notice of Dispute, you and we will attempt to resolve any Dispute through informal negotiation within forty-five (45) days from the date the Notice of Dispute is received by us. If an agreement cannot be reached within forty-five (45) days of receipt of the Notice of Dispute, you or we may initiate an arbitration proceeding or small claims action as described below.

You agree that the term “Dispute” in these Terms of Use will have the broadest meaning possible. It applies to any dispute, action, or other controversy between you and us relating to the Website, the Services, the Terms of Use (or any breach thereof) – whether in contract, warranty, tort, laws or regulation. The term also applies to any dispute over the validity, enforceability, or scope of this arbitration provision.

Step 2: Arbitration

If your Dispute is not resolved to your satisfaction within 45 days from when we received your Notice of Dispute, you and we agree to arbitrate all Disputes between us. As we explain below, you and we may also have the right to bring an individual action before a Small Claims Court for certain claims. You agree that arbitration or a small claims action will be your sole and exclusive remedy to resolve any dispute with us. The Federal Arbitration Act applies to this Agreement.

By agreeing to arbitrate, you are giving up the right to litigate (or participate in as a party or class member) any and all Disputes in a court before a judge or jury (except Small Claims Court). Instead, a neutral arbitrator will resolve all Disputes.

To read more about arbitration, visit www.adr.org. The American Arbitration Association (“AAA”) will conduct any arbitration under its Consumer Arbitration Rules in effect at that time. You can review the Consumer Arbitration Rules here: AAA Rules, Forms & Fees | ADR.org . You may begin an arbitration with us by completing a Demand for Arbitration form, available by clicking here: Commercial_Demand_for_Arbitration.pdf (adr.org) The completed form(s) should be returned directly to the AAA. The AAA will assign someone to manage your case. You will be contacted with instructions for continuing the arbitration process. Be sure to keep a copy of everything you send to the administrator of your arbitration or us. If, for any reason, the AAA is unavailable, the parties shall mutually select another arbitration forum which will be governed by the AAA Consumer Arbitration Rules. The AAA rules will determine whether the arbitration will take place through written submissions by you and us, by telephone, or in person.

Class Action Waiver

YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Class arbitrations, class actions, private attorney general actions, consolidation of your Dispute with other arbitrations, or any other proceeding in which either party acts or proposes to act in a representative capacity or as a private attorney general are not permitted and are waived by you, and an arbitrator will have no jurisdiction to hear such claims. If a court or arbitrator finds that the class action waiver in this section is unenforceable as to all or some parts of a Dispute, then the class action waiver will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this Dispute resolution section is found to be illegal or unenforceable, that provision will be severed with the remainder of this section remaining in full force and effect.

Costs

If you initiate an arbitration with the AAA, we will promptly reimburse you for any standard filing fee you may have been required to pay by the AAA, once you have notified us in writing and provided a copy of the arbitration demand. However, if we are the prevailing party in the arbitration, we will be entitled to seek and recover our attorneys’ fees and costs, subject to the arbitrator’s determination and applicable law.

Choice of Law and Forum Selection

You agree that the laws of the State of Delaware govern this Agreement and any claim or Dispute or issues arising from it, without regard to Delaware’s conflict of laws rules.

Unless you and we agree otherwise, in the event that the Agreement to arbitrate above is found not to apply to you or to a particular claim or Dispute as a result of a decision by the arbitrator or a court order, you agree that any Disputes or claims that you may have against us reside in and will be resolved by a state or federal court located in Fulton      County      in the State of Georgia      and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.

21. Equitable Relief. You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and/or confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce the Agreement. We may, without waiving any other remedies under the Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above.

22. General Clauses. 

a. Governing Law. Use of the Site and any claim relating to Cookonnect shall be governed by the laws of the State of Delaware and litigated in the State of Georgia without giving effect to any choice or conflict of law provision or rule. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement, including Terms of Use or the Site shall be subject to the exclusive jurisdiction of the state and federal courts located in Georgia. The choice of law of and exclusive venue apply to you regardless of where you are accessing the Site from.

b. Assignments. You may not assign, delegate or transfer this Agreement or your rights or obligations hereunder without written consent from us. Any purported assignment in violation of this section shall be void. Cookonnect reserves the right to use third-party providers in the provision of the Cookonnect Services. We may transfer, assign, or delegate this Agreement and any of our rights and obligations without your consent.

c. Headings. The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation.

d. Waiver. No waiver by either party of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of a party to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

e. Severability. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.

f. Notice. We may give you notice by means of a general notice on or through the Site, electronic mail to your email address on record for your Account, or by written communication sent by first class mail or pre-paid post to your address on record for your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Cookonnect (such notice shall be deemed given when received by Cookonnect) at any time by sending a letter, delivered by nationally recognized overnight delivery service or first-class postage prepaid mail, to Cookonnect Inc. at the following address: Cookonnect Inc.,  c/o Registered Agent-ZenBusiness Inc., 611 South DuPont Highway, Suite 102, Dover, DE 19901.

g. Complete Agreement. This Agreement represents the parties’ entire understanding relating to the use of the Site and supersedes any prior or contemporaneous, conflicting or additional, communications. Cookonnect reserves the right to change the Terms of Use or policies relating to the Cookonnect Services at any time and from time to time, and such changes will be effective upon being posted on the Site. You should visit this page from time to time to review the then current Terms of Use because they are binding on you. Certain provisions of the Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages of the Site, which may be posted from time to time. Your continued use of the Cookonnect Services after any such changes and/or postings shall constitute your consent to such changes. If any provision of the Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.