Terms and Conditions

These Terms and Conditions are entered into by and between you ("you," "your," or "User") and Chef2Nite LLC ("Company," “Chef2Nite,” "we," "us). The following Terms and Conditions, together with any documents (such as our Privacy Policy, incorporated herein by reference) (collectively, "Terms and Conditions" or “Terms”), govern your access to and use of https://chef2nite.com and its sub-domains, including any content, functionality, and services offered on or through https://chef2nite.com, our mobile optimized websites, mobile applications or blogs (together the "Website" or “Site”), whether as a Host, a registered User or a Chef.

Acceptance of the Terms and Conditions

PLEASE READ THE TERMS AND CONDITIONS CAREFULLY BEFORE YOU START TO USE THE WEBSITE – THEY ARE IMPORTANT AND AFFECT YOUR LEGAL RIGHTS.

BY ACCESSING OR USING ANY CONTENT, INFORMATION, SERVICES, FEATURES OR RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE AND PROPOSALED BY COMPANY THROUGH THE WEBSITE YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH COMPANY AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS AND CONDITIONS PERSONALLY OR ON BEHALF OF COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THESE TERMS. THE TERM "YOU" REFERS TO THE INDIVIDUAL OR LEGAL ENTITY AS APPLICABLE, IDENTIFIED AS THE USER OF THE WEBSITE, WHETHER AS A HOST, REGISTERED USER OR AN OWNER OF A CHEF ACCOUNT, AS APPLICABLE. YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS AND CONDITIONS, AND OUR PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT WANT TO AGREE TO THESE TERMS AND CONDITIONS, OR THE PRIVACY POLICY YOU MUST NOT ACCESS OR USE THE WEBSITE.

1. The Website

The Website is an online website through which participating chefs (“Chefs”) may create profiles containing information uploaded by the Chef to the Website related to its User profile, including without limitation. their biographical information, description of their cooking and event planning services, as well as photos of their meals and appropriate pricing therefor (“Chef Profile”) which will be visible in such a public Chef Profile and that the Website users that have a registered Host Account (“Hosts”) may learn more about and request that a particular meal be prepared for them at their home or in a location mutually agreed upon, by using the “Request a Proposal” function of the Website, subject to the terms contained herein and the cancellation and refund policies selected by a particular Chef in their Chef Profile (“Services”). Company has no control over the conduct of Chefs, Hosts, their guests, or other users of the Site and Services.

2. Accounts

In order to utilize specific features on the Website, individuals will need to become a Registered User (“User” or “Registered User”) by registering an account on the Website (“Account”), that will provide you with either a Host Account or Chef Account functionality (as explained below). The term “User” refers to both Chefs and Hosts throughout these Terms, depending on the applicable context. In creating an Account, you will be prompted to create a Username and password and, will be required to enter certain personally identifiable information. In order to take advantage of some of the paid features available through the Website, you will be prompted to input a payment method.

As noted in our Privacy Policy, this information is received and held by a third-party payment processor who, subject to their terms, will store your payment information for future use through the Website. You may not choose a Username that may falsely represent you as someone else or a name that may otherwise be in violation of the rights of any other individual or entity. We reserve the right to disallow the use of Usernames or cancel, at any time, the membership of any User who uses their selected Username in violation of these Terms or in any other way we deem inappropriate in our sole discretion. You are solely responsible for any and all activities conducted and purchases made through your Account.

With respect to Accounts which have more than one age-verified User, the person in control of the Account is deemed to be the person whose email address is associated with the Account, unless there is payee information associated with the Account, in which case the payee is deemed to be the person in control of the Account. Material changes to Accounts may only be made at the request of the person deemed to be in control of the account. Material changes include changes to the email address associated with the Account, changes to payee information, and changes to two-factor authentication settings. You understand and agree that the person deemed to be in control of any such Account will have full access to and control over all information associated with the Account, including all information collected on such Account. For more information about information we collect, please see our Privacy Policy.

You are solely responsible for maintaining the confidentiality of your Username and password and are fully responsible for all activities that occur under your Username and password, including without limitation any unauthorized access to the Website caused by you, including access which may violate applicable laws and/or subject you to criminal prosecution. This will result in your immediate ban from the Website and deactivation of your Account. We will not release your password for security reasons. You agree to (i) immediately notify us of any unauthorized use of your Username or password or any other breach or suspected breach of security, and (ii) ensure that you log out of your Account each time you stop interacting through the Website. We highly encourage all Hosts to turn on two-factor authentication to ensure the security of their Account.

Hosts are able to request a particular meal to be prepared by a Chef, using the appropriate “Request a Proposal” function of the Website, subject to the following limitations: (a) Company may limit the amount of bandwidth dedicated to any account; and (b) Company reserves the right to display advertising on Account pages. Please consult the Chef2Nite Privacy Policy for special terms as they relate to Accounts. Accounts are governed by these Terms and Conditions, including, without limitation, sections on prohibited user conduct, and you are encouraged to review these terms carefully. Under no circumstances may Accounts be used to infringe the copyright or any other right of any person or entity. Chefs are encouraged to maintain back-up copies of the content Chefs post on their Chef Profiles. The Account service may only be used by people who are at least 18 years old.

These are the following Types of Accounts that you can create:

1) Host Account – basic profile allowing you to contact Chefs by using the appropriate “Request a Proposal” function of the Website, view Chef profiles, place orders for the meals and Services available in the Chef profile section of the Website (subject to the terms established by the Chef that a particular Service is associated with), use the “Messages” or “Contact a Chef” function to communicate with a Chef, view orders previously performed via the Website in the “Bookings” section and add Chefs to “Favorites” tab in the appropriate section of their Account. Host agrees and acknowledges that any transaction entered into with an individual Chef is subject to the individual Chef’s cancellation and refund policy governing such transactions, as stipulated on the Chef Profile.

2) Chef Account – a profile that allows a User to have additional functions in presenting their persona to other Hosts, like creating their Chef Profiles, identify the Services and meals that will be available to Hosts to choose from, posting photos of their meals and appropriate pricing therefor that the Hosts may learn more about and request that a particular meal be prepared for them (either as provided on the appropriate image provided by the Chef, or independently of the images provided, upon a specific request for a particular meal) at their home or in a location mutually agreed upon, as well as use the “Messages” tab to communicate with a Host, and send “Proposals” to Hosts in response to their requests, subject to the terms contained herein and the cancellation and refund policies selected by Chefs and located on the Chef Profile, - subject to the provisions of these Terms and Conditions, including, without limitation, sections on prohibited user conduct.

Please choose carefully the information you post on your Account and that you provide to other members. The information provided by other Hosts in their Accounts may contain inaccurate, inappropriate or offensive material, products or services for which Company assumes no responsibility or liability. Company reserves the right, at its sole discretion, to reject, refuse to post or remove any content posted by you, and to restrict, suspend, or terminate your access to all or any part of Chef2Nite, at any time, for any or no reason, with or without prior notice, and without liability.

3. Services

Individual Chef Accounts may contain links to various meals and services that Hosts can order from the Chefs. By submitting an order to purchase any goods or services from Chefs, Hosts are obligated to complete such transactions, subject to the individual Chef’s cancellation and refund policy governing such transactions, as stipulated on the Chef Profile. Hosts are prohibited from submitting orders where they do not intend to complete such transactions. Upon submitting an order to request any Services from Chefs, Hosts agree to have their payment method charged for the amount equal to the installment fee associated with said Services, subject to Section 17 below - such amount to be placed in escrow subject to the Terms of our Payment Processor (said Terms are accessible at the checkout before the payment is processed), to be transferred to the payment method associated with the appropriate Chef Account subject to Section 17 below. The price, delivery, refund, processing and any other terms of the transaction are governed solely by the terms and conditions of said Chef, and the Host hereby acknowledge that:

BY SUBMITTING AN ORDER TO PURCHASE SERVICES FROM AN INDIVIDUAL CHEF, YOU ACKNOWLEDGE THAT YOU ARE ENTERING INTO A TRANSACTION WITH THAT CHEF, AND THAT CHEF2NITE.COM AND THE COMPANY ARE NOT PARTIES TO THE TRANSACTION.

That means that the Company is not responsible for examining or evaluating, and does not warrant, the Proposals of any of the Chefs. Company does not assume any responsibility or liability for the actions, product, and content of these and any other third parties. You should carefully review their privacy statements and other conditions of use. Hosts are obligated to submit information that is true, accurate, current, and complete. By accepting these Terms and Conditions, you represent and warrant that all information submitted by you is true, accurate, current, and complete. Hosts are also required to maintain and update all such information in order to ensure that it remains true, accurate, current, and complete. Each time you update such information, you represent and warrant that such information is true, accurate, current, and complete.

Hosts may not purchase goods or Services from individual Chefs that they are prohibited from purchasing or possessing by any law applicable to them in their jurisdictions. The responsibility for ensuring compliance with all applicable laws shall be the Host’s alone. By submitting an order to purchase goods or services, you represent and warrant that you have the legal right to purchase and possess such goods or Services.

Company has no partnership, joint venture, employer-employee, or franchisor-franchisee relationship with any Chefs accessible through Chef2Nite. Company cannot confirm the truth or accuracy of any statements, photos or Proposals made by Chefs or control whether Chefs who post such statements, photos or Proposals on Chef2Nite will act in accordance with those statements. Company will not get involved in any dispute between Hosts and Chefs who use Chef2Nite.com to provide Hosts with their Services. The platform is provided only as a convenience, and the inclusion of any Service or link to a product by a Host or Chef does not imply affiliation, endorsement, or adoption by Company of the linked site or any information contained therein.

4. Your Privacy Rights

When you use the Website, we collect and process certain personally identifiable and other data about you. Our use of this information is governed by our Chef2Nite Privacy Policy, which is incorporated by reference herein. You are encouraged to read this policy as it contains important information on how we collect and use this information and your rights regarding the same. Additionally, the Website utilizes cookies and certain technology that tracks usage, performance and your geographic location which are more fully described in our Privacy Policy.

5. Prohibited User Conduct

You agree to use our site only for lawful purposes. You shall not use the Website, either directly or indirectly, to:

• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• Post or submit any unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, hateful, or racially or ethnically objectionable Content.
• Post or submit any Content or take any other action which might reasonably be expected to harass, threaten, embarrass, or cause distress, unwanted attention or discomfort for another User or other user of our Website or any other person or entity.
• Harass, stalk, abuse, or threaten any of the Chefs or Hosts on or associated with our Website.
• Provide any of your personal contact information to any User on or associated with our Website (and in the event that you do so, you agree that we have no liability for any results or events which occur because you did so).
• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• Disrupt the normal flow of dialogue in a chat room or otherwise act in a manner that negatively affects other Hosts, Chefs, individuals or entities.
• Transmit, or procure the sending of, any advertising or promotional, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
• Impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
• Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or Hosts of the Website, or expose them to liability.
• Post or submit (or cause to be posted or submitted) a chain letter or pyramid scheme.
• Post or submit (or cause to be posted or submitted) any unsolicited advertising, promotional materials, or other forms of solicitation to other Hosts, individuals or entities, or collect or harvest screen names of other Hosts, without permission.
• Post or submit (or cause to be posted or submitted) any communication or solicitation designed or intended to obtain a password of an account or private or financial information from any User or other person.
• Spread or distribute any viruses, bugs of any type whatsoever.
• Create a new account in order to access the Website after your account or access has been terminated by the Company.
• Purchase any goods or services that you are prohibited from purchasing or possessing by any law applicable to you in your jurisdiction. The responsibility for ensuring compliance with all such laws shall be the User’s alone. By submitting an order to purchase goods or services, you represent and warrant that you have the legal right to purchase such goods or services.
• Advertise, Proposal for sale on any other section of the Website, or sell any of the following items:
1. Any firearms, explosives, or weapons.
2. Any items that are hateful or racially, ethnically or otherwise objectionable, that contain child pornography, or are harmful to minors.
3. Any controlled substances or pharmaceuticals.
4. Any counterfeit or stolen items.
5. Any goods or services that do not, in fact, exist.
6. Any registered or unregistered securities.
7. Any items that violate or infringe the rights of other parties.
8. Any items that you do not have the legal right to sell.
9. Any items, where paying the Company any of the required transactional or listing fees would cause the Company to violate any law.
• Take anything any other person has uploaded, posted, or emailed to you on Company and re-post such Content anywhere outside of Company without the expressed written permission of the person who uploaded, posted or emailed the Content to you.
• Upload, post, email, or otherwise transmit private conversations between two people in any public forum on Website without the expressed written consent of the people who are involved in said private conversation.
• Post, directly or indirectly, any personally identifying information about another member without their consent. Personally identifying information can include, but is not limited to, a person's full name, first name, last name, email address, profession, phone number, address and place of work.
• Use Website to do any academic or corporate research without the expressed written consent of Company.
• Cross-post the same message, be it by one person or multiple people, more than 3 times in a day.
• Use Website for any fraudulent purposes.
• Collect or store personally identifying information about any other User(s) for commercial purposes without the expressed consent of those User(s) or for any unlawful purposes.
• Impersonate any person or entity, including, but not limited to, a Company or Company official, employee, consultant, or otherwise, or falsely state or otherwise misrepresent Your affiliation with a person or entity.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.
• Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Website that you are not authorized to access.
• Develop any third party applications that interact with User Contributions or the Website without our prior written consent.
• Use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
• Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in AUP or our Terms and Conditions, without our prior written consent.
• Use or attempt to use another User’s account without authorization from such User and Company.
• Reverse engineer any aspect of the Website or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Company Content, area or code of the Website.
• Use any device, software, or routine that interferes with the proper working of the Website.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Engage in any harassing, threatening, intimidating, predatory or stalking conduct.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Website.

We have and enforce a repeat infringer policy. We will terminate the Accounts of any User and/or Chef who is determined to be a repeat infringer.

6. Specific Instructions for Chefs

You acknowledge that you are solely responsible for the content of the Proposal that you submit through the Website. Therefore, you acknowledge and guarantee the veracity and precision of all the information included in your Chef Profile (such as images, description of services, pricing therefor and any other relevant information), and you agree to perform the Service under the conditions described in your Proposal. Chef2Nite reserves the right to require that your Chef Profile have a minimum number of images of a certain format, size and resolution.

Your Proposal, which must comply with these Terms, will be sent to the Host in response to their Request for Proposal. Chef2Nite reserves the right, at its sole discretion and without prior notice, not to send or delete, at any time, any element of the Proposal that does not comply with these Terms or that it considers may damage its image or the image of the Company. You are responsible for keeping the information of your Proposal updated at all times, and cancel it if it is no longer available by the indicated date.

As a Chef, as long as you meet the conditions established below, you can offer private chef services to Hosts who place and Order (as defined below) for your Services. You can only respond to a Host’s Request for Proposal with your Proposal if you meet each and every one of the conditions indicated below:

• you are of legal age.
• you have extensive professional experience in the gastronomic field as a cook, minimum of two (2) years.
• you are familiar with the legal regulations on food handling, hygiene and sanitary conditions, and therefore you are in possession of the appropriate licenses, if required by your local statutes.
• you comply with the legal requirements demanded by the current local labor legislation, either as a mercantile company or as a self-employed worker.
• you have civil liability insurance against any damage that may occur in the provision of private chef services, concerning to eventual food poisoning, as well as damage to movable and immovable property used during the provision of services, as well as to damage to real property that is in the domicile of the Host and that could suffer damage during the time you are managing the Service.
• you comply with the applicable legislation in your territory regarding the transport of raw materials, cooked or not, guaranteeing the hygiene and food safety conditions required by the corresponding authority within the geographical location where the Service is provided.
• you use utensils in good conditions and take the necessary measures to guarantee their correct hygiene.
• you guarantee the good condition of the raw materials used during the provision of services.

You need to expressly indicate what you will need from Host in order to provide your Services, including but not limited to, electricity, tap water, a functional kitchen sink, gas appliances like ovens, a residential gas connection and/or a trash can. You also need to indicate whether such basic utilities are to be provided by customer at good will. The general rule is that anything that is not previously agreed among the parties, must be provided by Chef with no intervention or cost on behalf of Host.

You are exclusively responsible for setting a price (including taxes, if applicable) in your Proposal. When setting the price, and before submitting your Proposal, the Website will always indicate the percentage corresponding to Company Fees (as explained below). This way, you can set the price you deem appropriate, and for greater clarity you will have a calculation table that will show you which final amount of the price you set corresponds to the Chef's fee and to Company Fees. Once a Host accepts your Proposal, you will not be able to demand that the Host pay a Price higher than the one set in your Proposal.

When you send the Proposal in response to a Request and the Host confirms the Booking, you will be signing a legally binding contract with the latter, which forces you to provide the Service in accordance with the conditions described in your Proposal. You also agree to pay the corresponding Company Fees and applicable taxes.

Chef2Nite recommends that Chefs take out adequate insurance for the Service provided to the Hosts. Please review the corresponding insurance policy carefully, and make sure in particular to know and understand any exceptions and reductions that may apply to said insurance policy, including, without limitation, whether or not it covers the actions or inactions of the Hosts during the performance of the Service.

7. Section 230 of the Communications Decency Act

The Website is a User-driven interactive website with content provided by its Hosts and Chefs, and pursuant to Section 230 of the Communications Decency Act, the Company is immune from suit for materials published through the Website by Hosts or Chefs. As such, we are not liable for content published by Hosts or Chefs. As we operate an online Website and we are not in the business of producing or presenting culinary services, we have endeavored to keep our rules to a minimum imposing only those we feel are necessary for the safety of Hosts, to comply with applicable law, and the continued operation of the Website.

8. Trademarks

“Chef2Nite,” the Chef2Nite logo and any other Chef2Nite product or service names, logos, designs or slogans that may appear on the Website are trademarks of Chef2Nite and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “Chef2Nite” or any other name, trademark or service name of Chef2Nite without our prior written permission. In addition, the look and feel of the Website and Company Content, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Chef2Nite and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Website or Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Chef2Nite.

9. Linking to the Website

You are granted a limited, nonexclusive, nontransferable right to create a text hyperlink to the Website for noncommercial purposes, provided that such link does not portray Company or any of our services in a false, misleading, derogatory or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time.

You may link to our Website, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part.

10. Advertisers and Content Linked to the Website

Company may provide, or third parties may provide, links to other sites or resources located on the World Wide Web by allowing a user to leave Company to access third-party material or by bringing the third party material into this Website via "inverse" hyperlinks and framing technology. Company has no control over such sites and resources. You acknowledge and agree that Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Company Content, products and/or services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Company shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers in the Content, products and/or services.

11. Prohibited Solicitations

Although we do not control Chefs and other Hosts' use of the Website, you may not use the Website to promote or advertise any third-party products, sites, or services that deliver similar culinary booking or event planning services. Although, of course, Chefs and other Hosts are free to operate on other sites, you may not use the Website to solicit any User to utilize another product, site, or service that delivers similar culinary booking or event planning services.

12. Intellectual Property of The Company

Nothing within these Terms shall be construed as conferring any license under any of the Company's or under any third party's intellectual property rights, whether by estoppel, implication, waiver, or otherwise. Without limiting the generality of the foregoing, you acknowledge and agree that certain content available through and used to operate the Website is protected by copyright, trademark, patent, or other proprietary rights of the Company and its affiliates, licensors and service providers (“Company Content”). Except as expressly permitted to the contrary, you agree not to modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available by the Company in connection with the products (if any) and services. You agree not to hold yourself out as in any way sponsored by, affiliated with, or endorsed by the Company, any of the Company’s affiliates, or any of the Company’s service providers. You agree not to use any of the trademarks or service marks or other Company Content accessible through Company for any purpose other than the purpose for which such Company Content is made available to Hosts by the Company. You agree not to defame or disparage the Company, the trademarks or service marks of Company, or any aspect of the products (if any) and services. You agree not to adapt, translate, modify, decompile, disassemble, or reverse engineer the products and services or any software or programs used in connection with the products and services or the Company. All marks that appear throughout the products and services belong to Company or the respective owners of such marks, and are protected by U.S. and international copyright and trademark laws. Any use of any of the marks appearing throughout the products and services without the express written consent of Company or the owner of the mark, as appropriate, is strictly prohibited. Company may provide, or third parties may provide, links to other sites or resources located on the World Wide Web by allowing a user to leave the Website in order to access third-party material or by bringing third-party material into this Website via "inverse" hyperlinks and framing technology. The Company has no control over such third-party sites and resources. You acknowledge and agree that the Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Company Content, advertising, products, or other materials on or available from such third-party sites or resources. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Company Content, goods or services available on or through any such site or resource.

In order to maintain the privacy and security of your user profile, you hereby grant Company a limited, non-exclusive, worldwide, royalty-free license to any and all copyrightable content posted by you on or through Chef2Nite. You also grant and assign Company or its affiliates the right and authority to enforce your Digital Millennium Copyright Act (“DMCA”) and any and all intellectual property rights against alleged infringers at your request. This provision does not constitute or represent in any way a partnership, joint venture or any other fiduciary relationship between you and Company. Further, Company does not warrant or guarantee that it can or will enforce your intellectual property rights against alleged infringers. Company reserves the right through this limited license to enforce your rights at your request; however, it remains the sole and primary responsibility of each member, the Content creator and owner, to police and enforce your rights against alleged infringers.

13. User Contributions

The Website may contain chat rooms, personal web pages or profiles, forums, messaging boards, and other interactive features that allow its Users to post, submit, publish, display, or transmit to other Users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website. All User Contributions must comply with the standards set out in these Terms and Conditions.

If you submit content you own, you retain your ownership of your intellectual property rights. We do not claim any ownership interest in your User Contributions. However, by uploading, posting or submitting User Contributions to the Website you hereby grant the Company a nonexclusive, royalty-free, worldwide, perpetual, irrevocable and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and publicly display your User Contributions, in any manner or media and for any purpose whatsoever at our sole discretion, including, without limitation, for publicity, promotional, advertising, trade, business, illustration, artistic and other commercial and noncommercial purposes. In connection with the exercise of these rights, you grant Company, and anyone authorized by Company, the right to identify you as the author of your User Contributions by your screen name on the Website, as we deem appropriate. Hosts will not receive any compensation of any kind for the use of their User Contributions.

By uploading, posting or submitting User Contributions to the Website you represent and warrant that (a) such User Contributions are nonconfidential, (b) you own and control all of the rights to the User Contributions or you otherwise have all necessary rights to post such User Contributions, (c) you authorize Company to use such User Contributions for the purposes described in these Terms, (d) the User Contributions are accurate and not misleading or harmful in any manner, and (e) the User Contributions, and your use and posting thereof, do not and will not violate these Terms or any applicable law, rule, regulation or third party right.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Website. Chef2Nite has no obligation to pre-screen any content. You use all User Contributions and interact with other Hosts at your own risk. Without limiting the foregoing, Chef2Nite reserves the right, but not obligation, in its sole discretion to pre-screen, refuse, or remove any content. Chef2Nite shall have the right to remove any content that violates these Terms or is otherwise objectionable.

14. Chef Content

Chefs may create or otherwise make available photo, text or other content containing materials and intellectual property that they own or have a license to use ("Chef Content") in their respective Chef Accounts. In making available Chef Content, Chefs agree to grant and represent that Chefs have the right to grant Website Users a perpetual, irrevocable license to access and view such content through the Website.

We do not endorse or recommend, nor do we have or assume any obligation to monitor any Chef Content posted or otherwise shared through the Website by any Chef; and, we hereby disclaim any and all liability with respect to Chef Content. We do not permit any copyright infringing activities or any Chef Content that infringes on our intellectual property rights or those of any party or third party. We will remove any Chef Content where we are properly notified of such infringement as set forth below. We may remove any such Chef Content without any notice. Our means of identifying Chef Content that may infringe upon a third party's rights or which is illegal or violates our code of conduct, is dependent on properly presented notifications from third parties claiming that their rights have been violated. For Chef Content which is offensive or which you believe is illegal, notify us at complaints@chef2nite.com. For infringing content, please follow the procedures set out in Copyright Violations Section of these Terms.

15. Chef Status

Chef understands and agrees that, in registering a Chef Account, and in operating as a Chef on the Website, Chef has, and shall have, the status of an independent contractor and nothing herein contained shall constitute Chef to be as Company’s employee or agent. Accordingly, Company shall have no obligation to (a) withhold any monies payable to Chef hereunder in respect of any taxes, insurance, social security payments or other contributions or payments to or in respect of Chef, or (b) provide Chef with any workmen’s compensation, disability or other similar insurance coverage.

16. Information on the Website

As noted in our Privacy Policy, we cannot ensure the security or privacy of information (including, without limitation, text, images, and videos) you provide or share through the Website. We are not responsible for, and cannot control, the use of any information, by anyone, that you provide or make available to other parties through the Website. Use caution in deciding what personal information you share with others through the Website. We cannot assume any responsibility for the content of any message sent by any User on the Website. You release us from any and all liability in connection with the content(s) of any communication(s) you may receive from other Hosts.

As noted in our Privacy Policy, all information and/or content you choose to post and/or share through your profile on the Website, through chat (including private chat or "direct message"), and all content you stream or otherwise share through the Website is considered public information. You agree to limit the information you share through the Website keeping in mind we cannot control the use of such information by those with whom you share your information.

17. Payment and Billing Information

In order to complete a transaction on the Chef2Nite Website, you must provide our Payment Processor with accurate and complete billing information in accordance with the Payment Processor’s Terms and Conditions.

THE COMPANY DOES NOT RETAIN ANY OF THE PAYMENT INFORMATION PROVIDED BY YOU TO THE PAYMENT PROCESSOR, AND YOU HEREBY WAIVE ALL AND ANY CLAIMS OF LIABILITY AGAINST COMPANY ARISING FROM THE MISUSE OF SUCH INFORMATION BY SUCH THIRD-PARTY PAYMENT PROCESSOR. Notwithstanding the foregoing, only the last 4 digits of your credit/debit card may be stored on the Website to let you know which card you are using. The Company shall not be liable for any payment or similar issues that arise due to the third-party service. The Company may change the third-party service from time to time.

By providing a credit card or other payment method that our Payment Processer accepts, you represent and warrant that you are authorized to use the designated payment method and that you authorize our third-party payment processor to charge your payment method for the total amount of your proposal placed with a particular Chef via the Website, to be performed in installments, as follows:

1. If the Event is to occur within thirty (30) calendar days from the placement of the Order – Hundred Percent (100%) of the total Order Amount and the Host Fee will be charged to your payment method upon the placement of the Order.
2. If the Event is to occur between thirty (30) and one hundred eighty (180) calendar days from the placement of the Order – Fifty Percent (50%) of the total Order Amount and the Host Fee will be be charged to your payment method upon the placement of the Order and Fifty Percent (50%) of the total Order Amount is to be charged to your payment method thirty (30) calendar days before the date of the Event.
3. If the Event is to occur more than one hundred eighty (180) calendar days from the placement of the Order – Thirty Four Percent (34%) of the total Order Amount and the Host Fee will be charged to your payment method upon the placement of the Order, Thirty Three Percent (33%) of the total Order Amount will be charged to your payment method sixty (60) calendar days before the date of the Event and Thirty Three Percent (33%) of the total Order Amount will be charged to your payment method thirty (30) calendar days before the date of the Event.

(collectively “Order”)

WHEN YOU PLACE AN ORDER ON THE WEBSITE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (A) OUR THIRD-PARTY PAYMENT PROCESSOR IS AUTHORIZED TO CHARGE YOU INSTALLMENT PAYMENTS SUBJECT TO THIS SECTION (IN ADDITION TO ANY APPLICABLE TAXES) UP UNTIL THE PERFORMANCE OF THE SERVICES BY A CHEF, AND (B) YOU MAY CANCEL YOUR INSTALLMENT PAYMENTS IN ACCORDANCE WITH A CANCELLATION AND REFUND POLICIE SECTION OF THE CHEF PROFILE OR IT MAY BE SUSPENDED OR CANCELLED BY COMPANY IN ACCORDANCE WITH THESE TERMS, IF WE TERMINATE OR SUSPEND YOUR ACCOUNT.

If the payment method cannot be verified, is invalid or is otherwise not acceptable, your Order may be suspended or cancelled. The Company may request User to substitute the method of payment by using electronic means of communication. You must resolve any payment method problems before we proceed with your Order. If you want to change or update your payment method information, in your Account You agree to immediately update your Account information in the event of any change in your payment information. The Company reserves the right at any time to change its billing methods.

If a payment is not successfully settled and you do not edit your payment method information or cancel any Order, or terminate your Account, as applicable, you remain responsible for any uncollected amounts and, with respect to your unpaid Order, authorize us to continue billing the payment method, as it may be updated. You acknowledge that the amount billed may vary due to promotional Proposals, preferences you select, changes you make to your Order or changes in applicable taxes or other charges, and you authorize us (and our third party-payment processor) to charge your payment method for the corresponding amount.

If you are paying dollar-based fees in a currency other than U.S. dollars, your bank or financial institution may impose fees for currency exchange and for international transactions. For example, Visa and MasterCard typically charge a processing fee on international transactions, and most card-issuing banks add their own small additional fees, generally a percentage of your overall purchase price. Similar considerations apply when there is a difference between the currency in which fees are quoted on the Website and the dollar exchange rate of the currency in which you make your actual payment. You are responsible for all charges associated with connecting to or using our Website and all amounts owed to your internet service provider. You agree that all such charges incurred by you are entirely your responsibility. For example, depending on your particular location and chosen internet service provider, you may be responsible for long-distance charges and/or other communication surcharges. Funds transferred to your account, as well as discounts and promotional pricing associated with your account, will expire as applicable, except where prohibited by applicable laws. We reserve the right to set the expiration date of these items in our sole discretion.

If you believe that you have been erroneously billed, please notify us immediately of such error. If we do not hear from you within 30 days after such billing error first appears on any account statement, such fee will be deemed accepted by you for all purposes, including resolution of inquiries made by your credit card issuer. You release us from all liabilities and claims of loss resulting from any error or discrepancy that is not reported to us within 30 days of its publication. We reserve the right to impose transaction limits on Hosts based upon a variety of factors including, without limitation, length of membership to the Website, location, change in access information, and amount of refund requests. Please note that abuse of special Proposals, including creating multiple accounts to take advantage of such Proposals, is a violation of these Terms.

Payment to Chefs is to be performed within three (3) business days from the date of the Event using the payment information provided for in the Chef’s Account.

18. Company Fees

We charge no fees for unlimited and unrestricted access of our Website’s Hosts to our Chef Profiles, Messages function, and all other free User-only services.

However, certain functions of our Website, such as placement of an Order with a Chef by a Host requires payment to be performed in accordance with the pricing established by a particular Chef (subject to Section 17 above), and a payment of a 5% (five percent) fee to the Company (by the Host) (“Host Fee”) upon the placement of an Order by the Host and payment of an 18% (eighteen percent) fee to the Company (by the Chef) (“Chef Fee”) upon the performance of a payment to the Chef (collectively, - “Company Fees”). Company Fees will be fully disclosed to you before you place an Order with a Chef. No charge or transfer will be made to your debit/credit card, or related to your alternative payment method, without your authorization for payment by your placement of an Order.

19. Prices on the Website

We reserve the right to adjust Company Fees and conversion rates as we may determine in our sole discretion, at any time and without notice, including without limitation, as based on any criteria as we may establish from time to time; provided, however, that if we change the amounts or other charges associated with our various Company Fees, we will provide advance notice of such changes by sending an email to the email address associated with your Account, or by any other means deemed reasonable by us in our sole and absolute discretion.

If any such change is unacceptable to you, you may terminate your Account as provided below. Your continued use of our Website following the effective date of any such change shall constitute your acceptance of any such change.

20. Refunds

If you place an Order and the Chef Account or a Service previously available in the Chef Account (both a “Service” for the purposes of this Section) is discontinued or otherwise becomes unavailable for any reason, Company reserves the right to (i) cancel your Order and provide you a refund for the amount paid for the Service (if the Service is a one-time Transaction), (ii) substitute the Service with a similar Service or (iii) issue you a pro rata refund – a choice of said options (or none of the options at all) being at the sole and absolute discretion of Chef2Nite. If the Company elects, at its sole discretion to provide you with a refund, you hereby agree and acknowledge that Company does not refund any interest or transaction fees that might have been charged to you by your financial institution or the Payment Processor, and you agree that Company is not liable to you for such interest or fees.

OTHERWISE, WEBSITE MAINTAINS A STRICT NO-REFUND POLICY IN REGARD TO ITS COMPANY FEES. ALL PURCHASES MADE OR ORDERS PLACED ON THE WEBSITE ARE FINAL. IF YOU CHOOSE TO PLACE AN ORDER ON THE WEBSITE, YOU AGREE THAT ABSOLUTELY NO REFUNDS, EITHER FULL OR PARTIAL, WILL BE ISSUED FOR ANY REASON OR FOR ANY COMPANY FEES. THE REFUNDS ASSOCIATED WITH THE ORDER AMOUNTS PLACED WITH A CHEF ARE SUBJECT TO THE PARTICLAR CHEF’S CANCELLATION AND REFUND POLICIES AS STIPULATED

21. Cancellations of Orders

You may cancel your Order online by pressing the “Book Cancellation” button in your Account at any time or by emailing cancellations@chef2nite.com and following the instructions in our response.

Cancellations must be set in your Account or communicated to the Company by emailing cancellations@chef2nite.com. Hosts will not receive a refund for the Company Fees already paid, unless the Company decides to provide such a refund in accordance with the Refunds Section of these Terms, but Hosts may be able to receive a refund of the Order Amount, pursuant to the choice of a cancellation policy selected by a Chef, when setting up their Chef Account, out of the options stipulated in www.chef2nite.com/cancellation-policies/

22. Feedback

Hosts may be offered the opportunity to provide feedback (“Feedback”) and/or ratings about the Chefs they connect with using the Services (“User Ratings”). You agree to provide fair and accurate User Ratings. You also agree that we may publicly disclose any User Ratings that you submit about Chefs. Chef2Nite does not necessarily actively monitor feedback and ratings left by our users. Chef2Nite reserves the right to modify or delete User Ratings that it deems, in its sole discretion, to be inappropriate or in violation of these Terms. You acknowledge and agree that all Feedback and User Ratings will be the sole and exclusive property of Chef2Nite and you hereby irrevocably assign to Chef2Nite and agree to irrevocably assign to Chef2Nite all of your right, title, and interest in and to all User Ratings and Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At Chef2Nite’s request and expense, you will execute documents and take such further acts as Chef2Nite may reasonably request to assist Chef2Nite to acquire, perfect, and maintain its intellectual property rights and other legal protections for the User Ratings or Feedback.

23. Account Termination

Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate or suspend your right to access or use the Website and the Account, at any time and for any or no reason, including, without limitation, any violation of these Terms.

If you have materially breached any provision of these Terms, or if the Company is required to do so by law, the Company has the right to, immediately and without notice, suspend or terminate any services provided to you. You agree that all terminations for cause shall be made in Company’s sole discretion and that Company shall not be liable to you or any third party for any termination of your Account. We reserve the right to suspend or stop providing access to the Website (or any features or functionality of the Website) at any time without notice and without obligation or liability to you.

If your registration, Account with or ability to access the Website is discontinued by Company due to your violation of any portion of these Terms, then you agree that you shall not attempt to re-register with or access the Website through use of a different member name or otherwise, without written consent from Company, and you acknowledge that you will not be entitled to receive a refund for fees related to those Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, Company reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

Active Users may not allow former Users or other agents whose Accounts have been terminated to use their Accounts. Any delinquent or unpaid accounts with unresolved issues with us must be fully paid or otherwise resolved before you may re-register with our Website. Hosts using multiple accounts without prior express written permission from us shall have their Accounts terminated. Even after your right to use the Website is terminated, these Terms will remain enforceable against you.

You may terminate your Account any time by pressing the “Permanently Deactivate” button in your Account Settings or contacting our customer support at info@chef2nite.com. You agree to be personally liable for any and all charges incurred by your Account, Username, and password until terminated as provided herein. If you are a Chef and determine to terminate your Account, before completion of the Order, any funds remaining in escrow by our Payment Processor at the time of termination will be disbursed to the payment information on file for the Host’s Account subject to the Terms of Use of our Payment Processor and appropriate cancellation and refund policies selected by you upon setting up your Chef Profile. Upon our processing of your request to terminate your Account, you will no longer have access to the non-public areas of the Website nor will you have access to any Chef Content in your Account.

You accept that when you cancel your Account you will be automatically locked out of the Website, and will no longer be able to access your Account, including any and all Bookings or Orders placed. You also agree and accept that upon termination of your Account, we have no obligation to maintain or store any content, mail or other materials connected to or in your Account and that such information may be irretrievable.

We reserve the right to terminate your Booking if your behavior or that of any members of the group is likely in our opinion to cause distress, damage, danger or annoyance to Chef’s customers, other members of the party, employees, property or anyone else. If you are prevented from travelling or participating in any activity because we or any person in authority thinks you appear to be unfit to travel or likely to cause discomfort to or disturb other participants, you will not be able to complete your Bookings and we will not be liable for any refund, compensation or any costs you have to pay. You agree to make sure that all members of the party act at all times in a safe and responsible manner and abide by all safety procedures, pay attention and be present at all safety and information briefings which are applicable to the arrangements booked, make any persons in authority without delay aware of any equipment or site deficiencies or concerns, dress suitably for any activity as advised by Hosts or Chefs and observe and obey all laws, requests, terms of use of any Chef, including accommodation and entertainment venues.

24. Disclaimers

YOUR USE OF THE WEBSITE OR OUR SUBSCRIPTION OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

IF YOU RELY ON ANY DATA OR INFORMATION OBTAINED THROUGH OUR WEBSITE OR SERVICE YOU DO SO AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF SUCH DATA OR INFORMATION.

THE COMPANY PROVIDES CHEFS WITH AN ABILITY TO POST NUTRITIONAL INFORMATION ABOUT THEIR PRODUCTS AND RECIPES. THE COMPANY DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY NUTRITIONAL INFORMATION MADE AVAILABLE THROUGH THE WEBSITE AND THE SERVICE. UNDER NO CIRCUMSTANCES WILL THE COMPANY BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON NUTRITIONAL INFORMATION PROVIDED BY THE CHEFS AND FOR ENSURING THAT THE FOOD THE CHEFS, THEIR STAFF OR THE MEMBERS OF YOUR HOUSEHOLD PREPARE OR CONSUME ARE IN ACCORDANCE WITH YOUR SPECIFIC DIETARY NEEDS AND RESTRICTIONS. YOU SHOULD ALWAYS SEEK THE ADVICE OF A PHYSICIAN OR REGISTERED DIETITIAN FOR YOUR OWN SPECIFIC CONDITIONS OR DIETARY NEEDS. THE COMPANY WILL NOT BE LIABLE FOR ANY HEALTH ISSUES RESULTING FROM THE CONSUMPTION OF INGREDIENTS TO WHICH YOU OR A MEMBER OF YOUR HOUSEHOLD IS ALLERGIC OR THAT IS HARMFUL TO YOU IN ANY WAY.

25. Limitation on Liability

BY USING THE WEBSITE OR ATTENDING ANY EVENT ORGANIZED BY A CHEF, OR HOSTED BY A HOST (EACH AN “EVENT”), YOU ACKNOWLEDGE AND AGREE THAT YOU AND NOT COMPANY WILL BE RESPONSIBLE FOR AND LIABLE FOR ALL ACTS AND OMISSIONS OF HOSTS OR CHEFS DURING ANY EVENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CHEF2NITE, ITS PAST, PRESENT AND FUTURE LICENSORS, EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, CONSULTANTS, EQUITY HOLDERS, SUPPLIERS, VENDORS, SERVICE PROVIDERS, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, PREDECESSORS, SUCCESSORS AND ASSIGNS (COLLECTIVELY “CHEF2NITE PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF GOODWILL, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE) ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS TO OR USE OF THE WEBSITE OR CONTENT (INCLUDING, BUT NOT LIMITED TO, USER CONTENT, THIRD PARTY CONTENT AND LINKS TO THIRD PARTY WEBSITE), OR THE ORDER, EVENT, RECEIPT OR USE OF ANY SERVICE, OR OTHERWISE RELATED TO THESE TERMS OR EVENTS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM ANY CHEF2NITE PARTY, OR FROM EVENTS BEYOND THE CHEF2NITE PARTIES’ REASONABLE CONTROL, SUCH AS SITE INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS OR OMISSIONS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE CHEF2NITE PARTIES’ RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED) OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU, ON BEHALF OF YOUR HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL AND PERSONAL REPRESENTATIVES, HEREBY RELEASE, WAIVE, ACQUIT AND FOREVER DISCHARGE THE CHEF2NITE PARTIES FROM AND AGAINST, AND COVENANT NOT TO SUE ANY SUCH CHEF2NITE PARTY FOR, ALL CLAIMS YOU HAVE OR MAY HAVE ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

BY USING THE WEBSITE OR ATTENDING ANY EVENT, YOU ALSO ACKNOWLEDGE AND AGREE THAT YOU UNDERSTAND THAT THE NOVEL CORONAVIRUS, CORONAVIRUS/COVID-19, HAS BEEN DECLARED A WORLDWIDE PANDEMIC BY THE WORLD HEALTH ORGANIZATION. CORONAVIRUS/COVID-19 IS EXTREMELY CONTAGIOUS AND IS BELIEVED TO SPREAD MAINLY FROM PERSON-TO-PERSON CONTACT. YOU UNDERSTAND THE CONTAGIOUS NATURE OF CORONAVIRUS/COVID-19 AND VOLUNTARILY ASSUME THE RISK THAT YOU MAY BE EXPOSED TO OR INFECTED BY COVID-19 WHILE USING THE SERVICES OR PARTICIPATING IN THE EVENTS AND THAT SUCH EXPOSURE OR INFECTION MAY RESULT IN PERSONAL INJURY, ILLNESS, PERMANENT DISABILITY, AND DEATH. YOU HEREBY RELEASE, COVENANT NOT TO SUE, DISCHARGE, AND HOLD HARMLESS THE COMPANY, ITS OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES, OF AND FROM ANY AND ALL CLAIMS, INCLUDING ALL LIABILITIES, CLAIMS, ACTIONS, DAMAGES, COSTS OR EXPENSES OF ANY KIND ARISING OUT OF OR RELATING THERETO. YOU UNDERSTAND AND AGREE THAT THIS RELEASE INCLUDES ANY CLAIMS BASED ON THE ACTIONS, OMISSIONS, OR NEGLIGENCE OF THE COMPANY, ITS OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES, WHETHER A CORONAVIRUS/COVID-19 INFECTION OCCURS BEFORE, DURING, OR AFTER THE EVENT BOOKED THROUGH THE WEBSITE.

UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT THE CHEF2NITE PARTIES ARE LIABLE TO YOU EXCEED THE LESSER OF (A) THE TOTAL AMOUNT ACTUALLY PAID TO CHEF2NITE BY YOU DURING THE SIX-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY, (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE OR REGULATION UNDER WHICH SUCH CLAIM ARISES, OR (C) ONE HUNDRED DOLLARS ($100).

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CHEF2NITE AND YOU. THE CHEF2NITE PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CHEF CONTENT, USER CONTRIBUBTIONS OR PERSONALIZATION SETTINGS.

THE LIMITATIONS SET FORTH IN THIS SECTION SHALL NOT AFFECT LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW/JURISDICTION.

26. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

27. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Chef2Nite, and our Chef2Nite Parties from and against all actual or alleged Chef2Nite Party or third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses and costs of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) any use or misuse of the Website, Company Content or Chef Content by you or any third party you authorize to access or use the Website Company Content or Chef Content, (b) any User Contributions you create, post, share or store on or through the Website (c) your violation of these Terms, and (d) your violation of the rights of another. You agree to promptly notify Chef2Nite of any third-party Claims, cooperate with the Chef2Nite Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees and expenses, court costs, costs of settlement and costs of pursuing indemnification and insurance). You further agree that the Chef2Nite Parties shall have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Chef2Nite.

28. Copyright Violations

Company respects the intellectual property of others. It is Company's policy to respond expeditiously to claims of copyright and other intellectual property infringement. Company will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, Company may act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and may act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Company will terminate access for Hosts who are repeat infringers.

Notifying Company of Copyright Infringement:

To provide Company notice of an infringement, you must provide a written communication to the attention of "DMCA Infringement Notification Dept." to copyright @chef2nite.com that sets forth the information specified by the DMCA (http://www.copyright.gov/title17/92chap5.html#512). Please note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is infringing your copyright.

Providing Company with Counter-Notification:

If you feel that your material does not constitute infringement, you may provide Company with a counter-notification by written communication to the attention of "DMCA Counter-Notification Dept." at copyright@chef2nite.com that sets forth all of the necessary information required by the DMCA (http://www.copyright.gov/title17/92chap5.html#512). Please note that you may be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is not infringing the copyrights of others. If you are uncertain whether an activity constitutes infringement, we recommended seeking advice of legal counsel.

29. Promotional Communications from Us

We may from time to time send promotional or marketing communications to you if you have registered with us. If you receive any such communication, you will be given the opportunity to unsubscribe from future communications by following the instructions you receive from us. If you otherwise have any issues concerning any communication you receive from us, please contact us by using the email address indicated in the Contact Us section of these Terms.

Some of our trusted partners may communicate with a registered user to present special offers. However, we do not allow spam, illegal or misleading communications relating to our Website. Please contact us by using the email address indicated in the Contact Us section of these Terms. If you receive any such spam or misleading communication in any way related to our Website. If we become aware of any such communication, we will take appropriate disciplinary or corrective action. our disciplinary or corrective action may include termination of services, expulsion from our Website, forfeiture of payments, and others.

30. Monitoring and Enforcement

The Company has the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms and Conditions, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of Hosts of the Website or the public, or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website.
• Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms and Conditions.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

You understand that by using the Website you may be exposed to User Contributions that you may find offensive, indecent, incorrect or objectionable, and you agree that under no circumstances will the Company be liable in any way for any User Contributions, including any errors or omissions in any User Contributions, or any loss or damage of any kind incurred as a result of your use of any User Contributions.

We do not undertake to review material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

31. Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material. We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Website (or any features or parts thereof) at any time. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier, vendor or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by us.

32. Geographic Restrictions

Company is based in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

33. Governing Law and Jurisdiction

All matters relating to the Website and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be construed, interpreted and enforced in accordance with, and shall be governed by, the laws of the State of Florida applicable to agreements entered into and to be wholly performed therein. In the event of any conflict between any provisions hereof and any applicable laws to the contrary, the latter shall prevail, but these Terms shall be deemed modified only to the extent necessary to remove such conflicts, and the remaining clauses shall be interpreted so as to effect as nearly as possible the original intentions of the Parties.

34. Dispute Resolution

Only the courts (state and federal) sitting in Miami-Dade County, Florida will have jurisdiction of any controversies regarding these Terms. Any action or other proceeding which involves such a controversy will be brought in those courts and not elsewhere, and the Parties hereby waive any objection they may have to the appropriateness, jurisdiction and venue of such courts (including without limitation any objections based on the doctrine of forum non conveniens). Any process in any such action or proceeding may, among other methods, be served by delivering it or mailing it, by certified mail, or by US Mail Priority Mail, directed to the address first above written or such other address as the addressee has designated from time to time. Any such delivery or mail service shall be deemed to have the same force and effect as personal service within the State of Florida.

35. Electronic Communications

The communications between you and Chef2Nite use electronic means, whether you visit the Website or send Chef2Nite e-mails, or whether Chef2Nite posts notices on the Website or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Chef2Nite in an electronic form; and (2) agree that all terms, agreements, notices, disclosures, and other communications and documents that Chef2Nite provides to you electronically will have the same legal effect that such communications or documents would have if they were set forth in "writing." The foregoing sentence does not affect your statutory rights.

36. Assignment

These Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Chef2Nite' prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

37. Force Majeure

Chef2Nite 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, epidemic, pandemic, riots, protests, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

38. Notice

Where Chef2Nite requires that you provide an e-mail address, you are responsible for providing Chef2Nite with your most current e-mail address. In the event that the last e-mail address you provided to Chef2Nite is not valid, or for any reason is not capable of delivering to you any notices required/permitted by these Terms, Chef2Nite dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Chef2Nite at the address of 800 E Broward Blvd Ste 607, Ft. Lauderdale, Florida, 33301. Such notice shall be deemed given when received by Chef2Nite by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.

39. Complaints

To resolve or report a complaint regarding the Website, Chefs or Hosts, send an email detailing your complaint to complaints@chef2nite.com. In appropriate circumstances, we will take immediate action in order to help resolve the problem. You agree that in attempting to resolve any complaint you send to us we may, in our sole and exclusive determination, share your complaint in part or in whole with other individuals involved and/or otherwise implicated in the complaint.

40. Miscellaneous

No waiver by the Company of any term or condition set out in these Terms 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 the Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms 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 Terms will continue in full force and effect. These Terms and all the documents incorporated herein (such as our Privacy Policy) constitute the sole and entire agreement between you and the Company regarding the Subscription to and use of Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.

41. Changes to these Terms

We may update our Terms from time to time. If we make material changes to these Terms we will notify you by posting the new Terms on this page. We will let you know via email and/or a prominent notice on our Website, prior to the change becoming effective and update the "Last Modified" date at the top of these Terms. You are responsible for ensuring we have an up-to-date active and deliverable email address for you, and for periodically visiting our Website and these Terms to check for any changes. You are advised to review these Terms frequently for any changes. Changes to these Terms are effective when they are posted on this page.

42. Contact Us

All other feedback, comments, requests for technical support, and other communications relating to the Website or these Terms should be directed to:

Chef 2 Nite Inc.

8 the Green, Suite A, Dover, DE, 19901

info@chef2nite.com