User Terms of Service

We may modify these Terms by providing notice of such changes, such as by sending you an email, providing notice through the Services, or updating the “Last Updated” date at the top of these Terms. By clicking on an “I Agree” button or checkbox presented with the modified Terms, or by continuing to access or use of the Services, you confirm your agreement to the modified Terms. If you do not agree to any modification to these Terms, you must stop using the Services. We encourage you to frequently review the Terms to ensure you understand the terms and conditions that apply to your access to, and use of, the Services. If you have any question regarding the use of the Services, please contact us in accordance the section titledNotices” hereof

The Company provides an all-in-one digital Platform that revolutionizes how food and cooking enthusiasts discover, watch, and recreate recipes from their favorite cooking influencers (the “Cooks”), including being able to “follow” various Cooks on the Platform and view their posted recipes, recipe tutorial videos, and other content. Further, the Services offer advanced advanced nutritional information and data, AI recipe recommendations, dynamic shopping lists, general, recipe pricing.

To use the Services, you must provide all information we reasonably request to establish, register and confirm your account (an “Account”). We may offer to you the ability to create and manage your account online, via the Services; in which case you will: (a) create a unique password; (b) provide complete and accurate information; (c) promptly update any information you have provided to us so that the information is complete and accurate at all times; (d) maintain the security of your Account by protecting your password from unauthorized access or use; (e) promptly notify us if you discover or suspect any unauthorized access or use of your Account or any security breaches related to your Account; and (f) be responsible for all activities that occur under your Account, and accept all risks of any authorized or unauthorized access to your Account.

As part of your registration, we may require you to verify your email address. In addition, we may require you to provide or validate other information about yourself in the future, if we have a reasonable need for the information to provide the Services or to perform under (or to exercise our rights under) the Terms. We have the right to refuse your registration or suspend or terminate your use of the Services if you fail to provide the requested information and to keep it current, complete, truthful and accurate at all times.

You are responsible for keeping your Account and your password secure. You agree to notify us immediately of any unauthorized access to or use of your Account, username, or password or any other breach of security. You are responsible for all activity occurring under your Account, including for all charges under your Account. You should use particular caution when accessing your Account so as not to provide third parties with your Account credentials. We will not be liable for any loss that you incur as a result of someone else accessing and using your Account, either with or without your knowledge.

You agree that you will not create more than one Account or create an Account for anyone other than yourself.

You are responsible for obtaining the access necessary to use the Services, which may include network access. Your mobile network&#39s data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. We do not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

By using the Services, you state that you are above the age of eighteen (18) years old. If you are under the age of eighteen (18) years old but are thirteen (13) years of age or older, then, in order to create an Account, or otherwise access or use the Services, your parent/legal guardian is expressly agreeing to these terms on your behalf. Additionally, we must not have previously disabled your Account for a violation of law or any of our policies. By using the Services, you will comply with these Terms and all applicable local, state, national, and international laws, rules, and regulations.

We reserve the right to disable your Account at any time, including if you have failed to comply with any of the provisions of these Terms, or if activities occur on your Account which, in our sole discretion, would or might cause damage to or impair the Service or infringe or violate any third-party rights, or violate any applicable laws or regulations.

Except as set forth herein, all content available through the Service, including designs, text, graphics, images, data, information, software, audio and other files, and their selection and arrangement (the “Services Content”), are the proprietary property of the Company or our licensors. You may use the Services Content, solely as authorized by us in connection with your use of the Services for so long as we permit you to continue to access the Services. You shall not directly or indirectly: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services or Services Content; (b) attempt to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Services; (c) access all or any part of the Services and Services Content in order to build a product or service which competes with the Services and/or the Services Content; (d) provide any other person with access to or use of your Account; (e) interfere with or disrupt the Services, networks, or servers connected to the systems or violate the regulations, policies, or procedures of such networks or servers, including unlawful or unauthorized altering of any of the information submitted through the Services; (f) remove or obscure any copyright, trademark, or other proprietary notice from the Services; (g) use or interact with the Services (including via distribution of materials) in a manner that infringes, misappropriates, or otherwise violates the Intellectual Property Rights or any other rights of anyone else; or (h) use the Services or Services Content in violation of law applicable to you. We have no obligation to monitor your use of the Services; however, we reserve the right, at all times, to monitor such use, and to review, retain, and disclose any information as necessary to ensure compliance with the terms of these Terms, and to satisfy or cooperate with any applicable law, regulation, legal process, or governmental request.

All Services Content, including, but not limited to, any Cook Generated Content, other recipes and recipe videos, nutritional information and data, allergen analysis, glycemic load, glycemic index analysis, AI recipe recommendations, dynamic shopping lists, recipe pricing, estimates, dietary tags, imperial and metric conversions, servicing size adjustment tools, etc., Which is provided on the Platform is for informational purposes only and is not intended to substitute for professional dietary or medical advice, and, as such, the Company shall have no liability towards the User with respect to any Services Content whatsover. While the Company makes reasonable efforts to ensure the accuracy of the Services Content, variations in ingredients, preparation methods, and other factors may affect the actual nutritional values. Therefore, the Company does not warrant or guarantee the accuracy, completeness, or reliability of any Services Content, including, but not limited to, nutritional information and data, such as allergen analysis, glycemic load, glycemic index analysis, etc. Users are solely responsible for any and all food decisions, including, but not limited to, checking ingredient labels and ensuring that any food items meet their dietary needs or allergy restrictions. For the avoidance of doubt, the Company shall not be liable for any inaccurate recipes, nutrition calclulations, allergen identification, dietary tags, glycemic calculation, etc., for any allergic reactions or adverse effects that a User may experience resulting from the preparation or consumption of any recipe, or otherwise, for any Services Content or Cook Generated Content, . Users with food allergies or dietary concerns should consult with a qualified healthcare professional or dietitian before trying any recipes. By using the Services, you acknowledge and agree that the Company shall not be liable for any claims, losses, or damages resulting from reliance on any Services Content.

You understand, acknowledge, and agree that all “Cook” generated content (that is, non-Company content), i.e., content, such a recipes and recipe tutorial videos that are created and posted on the Platform by Cooks (the “Cook Generated Content”), posted or displayed on or through the Services is the sole responsibility of the party from whom such content originated. This means that each Cook is entirely responsible, and, for the avoidance of doubt, not the Company, for all Cook Generated Content that that Cook makes available through the Services, or otherwise provides to the Company, whether online or offline. Company has no obligation to pre-screen any Cook Generated Content. You agree to use all Cook Generated Content and interact with any Cook or other user at your own risk.

Our Services may allow for users to rate and leave reviews on/for Cook Generated Content, as well a such certain other interaction capabilities which may be offered or provided by the Company from time to time. You are solely responsible for the User Content (as defined below) that you publish or display via the Services to other users through any media form. “User Content” means any text, information, photos, data, materials, images, or other content that you submit or post to the Services or otherwise which you provide to us, including, but not limited to, rating and reviews on/for Cook Generated Content, and that is not Feedback (as defined below) owned by us. You should not provide any personal information within your User Content. As such, you hereby release the Company, its affiliates, and our and their managers, directors, officers, equity holders, agents, contractors, and representatives from any and all claims, demands, damages (actual, consequential, nominal, punitive, or otherwise), equitable relief, and any other legal, equitable, and administrative remedy, of every kind and nature, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, past, present, or future, arising out of or in any way connected with your or any other person’s User Content, your interactions with our Services, Cooks, or other users.

You hereby grant to us a royalty-free, fully paid-up, sublicensable, transferable, assignable, perpetual, irrevocable, non-exclusive, royalty-free, and worldwide right and license to use, copy, modify, adapt, reproduce, create derivative works of, display, perform, publish and distribute (internally and externally), in any form, medium or manner, your User Content and derivatives thereof, and authorize our vendors, suppliers, agents, and sub-contractors to do any of the foregoing.. You represent and warrant that: (a) you own the User Content or have the right to grant the rights and licenses in these Terms, and (b) the User Content and use by us of the User Content as licensed herein does not and will not violate, misappropriate or infringe on the rights of any third party. We may remove any User Content from the Services for any reason at our discretion. You also grant to us a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, assignable, transferable and sub-licensable right and license to compile, use, reproduce, and disclose the information contained in or derived from your Related Data (defined below), on an anonymous (de-identified) basis only (on an aggregated or un-aggregated basis), for statistical, analytical, research, marketing, product/service improvement, and similar purposes, and other purposes as set forth in our Privacy Policy. “Related Data” means data or information associated with or arising out of your User Content or your use of Services (including without limitation data associated with usage of, requests made to, and responses generated in connection with, Services). Without limitation, the foregoing licenses permit us to use your User Content and Related Data to the extent reasonably necessary: (i) to allow you to participate, at your election, in interactive features offered through the Services, including those that that involve third parties or third party products or services; (ii) to provide you with information that you request from us; (iii) to provide you with notices about your Account and changes to the Services; (iv) to carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection; and (v) to fulfill any specific request you provide it or pursue any other purpose you to which you consent. NEITHER WE NOR ANY OF OUR AFILIATES OR SUBLICENSEES WILL HAVE ANY DUTY TO COMPENSATE OR ACCOUNT TO YOU FOR OR IN CONNECTION WITH THE EXERCISE OF ANY OF THE FOREGOING RIGHTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY, USE OF ALL OF YOUR USER CONTENT AND RELATED DATA ARE AT ALL TIMES SUBJECT TO THE TERMS OF OUR PRIVACY POLICY AND COMPLIANCE WITH APPLICABLE LAWS, RULES OR REGULATIONS. THIS SECTION WILL SURVIVE THE EXPIRATION OR TERMINATION OF THESE TERMS.

You understand and agree that the Company may, but has no obligation to, moderate, review and delete any User Content, in each case in whole or in part, that in the sole judgment of the Company, violates these Terms, might be offensive or illegal, or that might violate the rights or safety of other users.

The following is a partial list of the kind of User Content that is illegal or prohibited on, via, or through the Services. The Company reserves the right to investigate and take appropriate legal action, in its sole discretion, against anyone who violates this provision, including without limitation, removing the offending communication from the Services and terminating the Subscription Plan of such violators. It includes, but is not limited to, User Content that:

• Is patently offensive to the online community, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual or which harasses or advocates harassment of another person;
• Involves the transmission of “junk” or “spam” communications;
• Promotes information that you know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, profane, offensive, sexually-oriented, racially offensive, defamatory or libelous;
• Promotes an illegal or unauthorized copy of another person’s copyrighted work, such as providing pirated computer programs or links or providing pirated images, audio or video, or links to pirated images, audio or video files;
• Contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);
• Provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under the age of 18;
• Provides instructional information about illegal activities such as making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses;
• Solicits passwords or personal identifying information for commercial or unlawful purposes from other users; or
• Engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes.

All sweepstakes, contests, and other promotions conducted on or through the Services will be governed by the official rules applicable to that promotion, whereby, unless otherwise noted, these Terms shall be will be incorporated by reference into the official rules applicable to any such promotion.

You agree that, as between you and us, we (and our licensors, where applicable) own all right, title and interest, including any and all registered and unregistered rights (whether or not registrable) granted, applied for, or otherwise now or hereafter in existence under or related to any patent or patentable subject matter, copyright or copyrightable subject matter, trademark or trademarkable subject matter, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (the “Intellectual Property Rights”) that are created, generated, acquired, or used in connection with the Services, all content in or on the Services (other than your User Content, Cook Generated Content, or Third Party Content, as defined below), all proprietary technology owned or used by us, or made available to you by us, and all modifications, enhancements and improvements to any of the foregoing. We hereby reserve all rights not specifically granted to you in these Terms, and you agree that you will not make any use of any of the foregoing in any manner or for any purpose whatsoever except as expressly permitted by these Terms. Without limitation, the “OnlineCook” name and logo, the other product and service names, trademarks, service marks and logos associated with us or the Services are trademarks or service marks of ours or of third parties, no right or license is granted to you to use them for any purpose whatsoever, and any goodwill arising from the use thereof will inure to the benefit of their respective owners. This Section does not limit any other rights or remedies we may have.

You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about us or our Services (collectively, “Feedback”). You hereby assign to us all right, title and interest to Feedback together with all associated Intellectual Property Rights. You will not be entitled to, and you hereby waive any claim for, acknowledgment or compensation based on any Feedback or any modifications made based on any Feedback.

The Services may contain links to third party websites, advertisers, services, products, special offers, or other events or activities not owned by us (“Third-Party Websites), or otherwise display, include, or make available content, data, information, services, products, advertisements, applications, or materials from third-parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Materials are not under the control of the Company, and the Company is not responsible or liable for any Third-Party Websites or for any Third-Party Content. When you click on a link to, or access, view, or use, a Third-Party Website, though we may not warn you that you have left our Platform, you are subject to the terms and conditions (including privacy policy(ies)) of another website or destination. The Company provides links to these Third-Party Websites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to any Third-Party Websites or their associated products or services. Third-Party Websites may request that you provide certain information such as credit card numbers, bank account numbers, and other sensitive financial information, to use such Third-Party Websites or to purchase their associated products or services. You agree that your decision to make available any sensitive or confidential information to any Third-Party Websites at your sole risk and that we are not responsible for any Third-Party Websites use of your information. For the avoidance of doubt, Third-Party Content, on the Platform, may contain advertisements or promotional content for third-party products and services. The Company does not endorse, warrant, or assume any responsibility for the accuracy, quality, safety, or effectiveness of any products or services advertised on the Platform. Any interactions, purchases, or transactions that you choose to engage in with these third-party advertisers are solely between you and the third party, and the Company shall not be liable for any claims, losses, damages, or injuries arising from or related to these advertisements or any other Third-Party Content. You are advised to exercise your own discretion and conduct due diligence when considering any advertised products or services.

The following pricing and payment terms apply to all Services:

Certain Services may be offered free of charge (the “Free Services”). The Company reserves the right to determine which Services are provided for free and may modify, limit, or discontinue any Free Services at any time without notice. Users acknowledge and agree that access to Free Services is a privilege granted by the Company and does not constitute a contractual right.

If you are a new user, we may elect, from time to time and in our sole discretion, to make available to you the ability to use and evaluate our Paid Services (as defined below) at no cost (a “Free Trial Subscription”). Unless we expressly agree otherwise in writing, the period of the Free Trial shall be seven (7) days from the date on which we grant you with access to the Paid Services (the “Free Trial Period”). To request and access a Free Trial subscription, we may require you to sign up for a Subscription Plan (as defined below). Further, we may require you to provide us with a valid Payment Card (as defined below), and you expressly authorize us to charge the full amount of the amount of the Subscription Fees applicable to your Subscription Plan on the date following the conclusion of your Free Trial Period, unless you notify us of your desire to cancel your Free Trial Subscription before that date., FOR THE AVOIDANCE OD DOUBT, FOLLOWING THE CONCLUSION OF THE FREE TRIAL PERIOD, YOU WILL AUTOMATICALLY BE TRANSITIONED, DEPENDING ON YOUR PRIOR ELECTION TO AN ANNUAL OR MONTHLY SUBSCRIPTION PLAN THAT IS SUBJECT TO AN ANNUAL OR MONTHLY PAYMENT MODEL. You expressly acknowledge, agree, and consent to us charging the Payment Card that you provide for the full amount of the Subscription Fees of your Subscription Plan, following the conclusion of the Free Trial Period. We reserve the right to limit access to Free Trial Subscriptions to only new users who have not previously used or accessed Services (and who have not been granted a prior Free Trial Subscription). We further reserve the right to terminate any active Free Trial Subscriptions, and to deny any Free Trial Subscriptions, to anyone, for any reason and at any time, in our sole discretion.

The Company offers a paid subscription to the Services, which provides users with various premium Services, features, and capabilities, as elected/provided by the Company (the “Paid Services”). Unless otherwise expressly stipulated by us in a separate and duly executed agreement with you, all Paid Services are on a recurring subscription basis. By electing to use and access the Paid Services under one of our paid subscription plans (each, a “Subscription Plan”), you agree to pay the Subscription Fee (as defined below) pursuant to the Subscription Plan that you select.

Additionally, the Company may, from time to time, offer Users the ability to receive the premium Services, features, and capabilities of the Paid Services, or a portion thereof, for free or at a reduced cost upon the User meeting, in the Company’s sole discretion, certain requirements set by the Company, and which may cancelled, terminated, modified, updated, or replaced, by the Company, from time to time, such as, for example purposes only, the User posting on the Platform a certain number of reviews of Cook Generated Content. The Company reserves the right to terminate any such Users receipt of/access to the premium Services, features, and capabilities of the Paid Services, where such User does not have an active Subscription Plan, at any time in the Company’s sole discretion.

You agree to pay us all fees (the “Subscription Fees”) for your access to, and use of, the Paid Services, in accordance with the payment terms set forth in this Section 9. Our current Subscription Fees are available on the Services pricing page on the Platform, through a personalized payment page or order form on the Platform, or viewable on an applicable app store, such as the Apple App Store or Google Play Store (in each case, an “Order Page”) .

Each Subscription Plan that we offer shall be subject to a specific term for which such Subscription Plan will be in effect (the “Subscription Period”), and you may have the ability to select one or more Subscription Period options for your Subscription Plan, including a monthly or year Subscription Plan. The Subscription Period for your Subscription Plan begins on the earlier of (i) the date on which we provide you with access to the Services; (ii) the date on which your Free Trial Period to the Services concludes (if available and if you elected to use a Free Trial Subscription, as defined below); or (iii) the Subscription Period commencement date set forth on the Order Page for your Subscription Plan that you accept (the “Subscription Start Date”). Upon conclusion of your Subscription Period then in effect, your Subscription Plan shall automatically renew for a subsequent Subscription Period equal in the concluded Subscription Period, unless you elect to change, terminate, or non-renew you Subscription Plan, as provided in these Terms. We will automatically charge you the applicable Subscription Fee for the next Subscription Period upon each renewal, pursuant to the payment terms of your Subscription Plan.

Unless otherwise expressly stipulated by us on the Order Page or in a separate and duly-executed agreement with you, the Subscription Fees will be based upon the Subscription Period that you select, and shall be due and payable on a monthly basis, or on any other basis which we may offer from time to time. Each monthly payment shall be due in advance, initially on the Subscription Start Date, and subsequently on the same date each subsequent month while your Subscription Plan is in effect. We reserve the right to amend or cancel the month-to-month option, or any other option which we may provide from time to time, for our Subscription Plans at any time, in our sole discretion, provided that the foregoing changes will not take effect during your current Subscription Period.

We expressly reserve the exclusive right to make changes to the prices of any of our Subscription Plans, and to our pricing structure generally, at any time and in our sole discretion; provided however, we will provide you with at least thirty (30) days’ advance notice of any such fee or pricing policy changes in accordance with the section titled “Notices” hereof. Notwithstanding the foregoing, however, changes to the Subscription Fees due or payable by you will take effect on a going-forward basis only, following notice to you.

Payment of all monthly or annual Subscription Fees, or Subscription Fees associated with any other payment intervals/models, are due in advance, unless otherwise noted in the applicable Order Page. We have no obligation to perform under these Terms during any period in which all applicable fees due have not been paid in full.

To use our Paid Services, you must provide to us and maintain at all times a valid, current credit or debit card (a “Payment Card”) and related billing information as a condition to using the Paid Services, and we will automatically charge your Payment Card for any Subscription Fees due, without the requirement of your signature or any additional action on your part. You expressly authorize us to charge your Payment Card for all Subscription Fees owed to us in connection with the Services. Except purchases made through an applicable app store, payments of Subscription Fees are processed by Stripe, or other similar third-party service provider selected by us, from time to time, and such payment services are governed by Stripe’s terms of service and privacy policy. Your Payment Card information is never stored by the Company or on the Company’s servers.

Our Subscription Fees do not include, and we are not responsible for, (i) any additional fees, charges, or duties imposed on you by any third party due to your use of the Services, including without limitation, any financial institution fees or processor or intermediary fees; or (ii) any taxes, levies, or duties or similar amounts related to the fees or your use of Services. You are responsible for paying all of the foregoing. YOUR OBLIGATIONS TO PAY AMOUNTS DUE WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON.

The Company may, at its sole discretion, provide refunds on a case by case basis. All Services are accurately represented and explained; therefore, it is the sole responsibility of the user to read and understand what Services are being offered prior to purchasing a certain Subscription Plan.

You may elect not to renew your Subscription Plan, or elect to cancel your Free Trial Period, by providing notice to us, in accordance with the section titled “Notices” hereof, at any time prior to the conclusion of the Subscription Period or Free Trial Period then in effect. If you cancel your Subscription Plan for convenience before the end of the current Subscription Period, the Subscription Fees for that Subscription Period are non-refundable and remain due.

• Financial transactions for purchasing a Subscription Plan or electing to receive a Free Trail Subscription made in our Apple App, are processed by a third-party service (Apple or another provider) in compliance with their terms and conditions, privacy policy and any applicable payment terms. The Company is not responsible for the actions or omissions of any third-party payment processor. We recommend that you familiarize yourself with Apple’s terms of payment and Apple’s in-app subscription terms. If a purchase is made from our App, a refund is only possible in compliance with the App Store policy.
• All Subscription Plans are renewed automatically. You can cancel the renewal option in the Apple App Store within at least 24 hours before the end of your Free Trial Period or the end of the current Subscription Period. The cancellation comes into effect at the end of the current Subscription Period, Free Trial Period, or otherwise the current billing period. At the same time, you retain access to the Paid Services from the period upon cancellation and until the end of the current Subscription Period, Free Trial Period, or otherwise the current billing period.
• Accounts may be charged for renewal up to 24 hours before the end of the current Subscription Period, Free Trial Period, or otherwise the current billing period.

• Financial transactions for purchasing a Subscription Plan or electing to receive a Free Trail Subscription made in our Android App, are processed by a third-party service (Google Play or another provider) in compliance with their terms of service, privacy policy and any applicable payment terms, in particular the Google Play Refund Policy. The Company is not responsible for the actions or omissions of any third-party payment processor. We recommend that you familiarize yourself with Google Play’s terms of payment and Google Play’s in-app subscription terms. If a purchase is made from our Android App, the refund is only possible in compliance with Google Play policies.
• All Subscription Plans are renewed automatically. You can cancel the renewal option in the Google Play Store within at least 24 hours before the end of your Free Trial Period or the end of the current Subscription Period. The cancellation comes into effect at the end of the current Subscription Period, Free Trial Period, or otherwise the current billing period. At the same time, you retain access to the Paid Services from the period upon cancellation and until the end of the current Subscription Period, Free Trial Period, or otherwise the current billing period.
• Accounts may be charged for renewal up to 24 hours before the end of the current Subscription Period, Free Trial Period, or otherwise the current billing period.

Notwithstanding anything in these Terms to the contrary, we reserve the right to suspend our performance hereunder and/or suspend or limit your access to or use of Services, or to terminate these Terms, immediately and without any liability to you in the event of (i) a breach of these Terms by you (including failure to make any payment when due) or (ii) any act or omission of by you (a) that constitutes a violation of these Terms, (b) in our reasonable discretion, poses a risk of disruption or interference with any portion of the Services (or the security thereof) or with any other user’s use of the Services (or any portion thereof), or (c) constitutes (in our reasonable discretion) an unreasonable, excessive or abusive use of Services, our systems or resources. Neither termination of these Terms or suspension of your use of the Service relieves you of your obligation to pay amounts due to us. ANY PROVISION HEREOF THAT IS EXPRESSED TO SURVIVE EXPIRATION OR TERMINATION OF THESE TERMS (OR THAT, BY THEIR NATURE ARE INTENDED TO SURVIVE TERMINATION, OR MUST SURVIVE IN ORDER TO GIVE FULL EFFECT THERETO) WILL SURVIVE IN FULL FORCE AND EFFECT (INCLUDING ANY DISCLAIMER OF DAMAGES, LIMITATION OF LIABILITY, OR LIMITED REMEDY).

Please refer to our Privacy Policy, located on our Platform and as updated from time to time, for information about how we collect, use, and share your information. By using and providing information to or through the Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

You will defend, indemnify and hold harmless us, our affiliates, subsidiaries, licensors, successors, assigns, and our and their managers, directors, officers, equity holders, employees, attorneys, agents, representatives, suppliers and contractors (collectively, “Indemnified Parties”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) your use of, or conduct in connection with, the Services; (b) any User Content that you provide; (c) your breach or violation of these Terms; or (d) your violation of any applicable law or the rights of any other person or entity. If you are obligated to indemnify any Indemnified Party, we (or, at our discretion, the applicable Indemnified Party) will have the right, in its sole discretion, to control any action or proceeding and to determine whether we wish to settle, and if so, on what terms.

YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. IN ADDITION, THE COMPANY MAKES NO WARRANTY OR REPRESENTATION AND DISCLAIMS ALL RESPONSIBILITY FOR WHETHER THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (II) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (III) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. THE COMPANY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON THE SERVICES OR ANY SERVICES CONTENT, COOK GENERATED CONTENT, THIRD-PARTY WEBSITE, OR THIRD-PARTY CONTENT. WHILE THE COMPANY ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES SAFE, THE COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO INFORMATION, WHETHER ORAL OR OBTAINED FROM THE COMPANY OR THROUGH THE SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD THE COMPANY RESPONSIBLE FOR ANY BREACH OF SECURITY.

YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. IN NO EVENT WILL THE COMPANY, OUR AFFILIATES, OUR AND THEIR MANAGERS, DIRECTORS, OFFICERS, EQUITYHOLDERS, EMPLOYEES, ATTORNEYS, AGENTS, AND REPRESENTATIVES BE LIABLE TO YOU FOR ANY COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, WEBSITE/SERVICES INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, ARISING OUT OF OR IN CONNECTION WITH: (I) THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES; (II) THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES; (III) DELAYS OR DISRUPTIONS TO THE SERVICES; (IV) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING THE SERVICES; OR (V) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND ON THE SERVICES, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY SHALL NOT BE LIABLE TO YOU FOR YOUR ACTIONS OR COMMUNICATIONS TRANSMITTED THROUGH THE SERVICES. THE COMPANY SHALL NOT BE LIABLE FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE SERVICES OR OUTSIDE THE SERVICES OR FOR ANY INFORMATION OBTAINED THROUGH USE OF THE SERVICES, REGARDLESS OF THE FORM OF ACTION OR BASIS OF ANY CLAIM.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OF WARRANTIES OR LIMITATIONS ON DAMAGES, SO SOME OF THESE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU; IN SUCH JURISDICTIONS, THE AGGREGATE LIABILITY OF THE COMPANY SHALL BE LIMITED IN ACCORDANCE WITH THESE TERMS TO THE FULLEST EXTENT PERMITTED BY LAW.

WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ONE HUNDRED DOLLARS ($100.00) OR THE PROCEEDS WE RECEIVED FROM YOU, AS A USER, IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE CIRCUMSTANCS GIVING RISE TO YOUR CLAIM, WHICHEVER IS GREATER. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY.

You and the Company agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these Terms or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis, except that you and the Company are not required to arbitrate any dispute in which either Party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. For clarity: the phrase “all claims and disputes” also includes claims and disputes that arose between us before the effective date of these Terms.

Before you commence arbitration of a claim, you must provide us with a written notice (a “Notice of Dispute”) that includes your name, residence address, username, e-mail address or phone number you use for your Account, a detailed description of the dispute, and the relief you seek. Any Notice of Dispute should be sent to us by mail to Online Cook LLC, ATTN: Arbitration Filing, 247 West 46th Street, Apt 3404, New York, NY 10036. Before we commence arbitration, we will send you a Notice of Dispute to the email address you use with your account, or by other appropriate means. If we are unable to resolve a dispute within thirty (30) days after the Notice of Dispute is received, you or we may commence arbitration.

The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through American Arbitration Association (“AAA”) and will be governed by their commercial arbitration rules, which are then in effect. If AAA is not available to arbitrate, the Parties will select an alternative customary arbitral mechanism. The rules of the arbitral mechanism will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. The seat of arbitration shall be Atlanta, Georgia. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the Party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the Party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.

We will pay all arbitration filing fees, administration and hearing costs, and arbitrator fees for any arbitration we bring. For all other claims, the costs and fees of arbitration shall be allocated in accordance with the arbitration provider’s rules, including rules regarding frivolous or improper claims.

The arbitrator will decide the rights and liabilities, if any, of you and the Company. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages, as well as attorney fees, and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum’s rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.

YOU AND THE COMPANY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Company are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and the Company over whether to vacate or enforce an arbitration award, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL and elect instead to have the dispute be resolved by a judge.

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 20.1.

Any rights and limitations set forth in this arbitration agreement may be waived by the Party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.

You can opt out of this provision within thirty (30) days of the date that you agreed to these Terms. To opt out, you must send your name, residence address, username, email address or phone number you use for your account, and a clear statement that you want to opt out of this arbitration agreement, and you must send them here: Online Cook LLC., ATTN: Arbitration Opt-out, 247 West 46th Street, Apt 3404, New York, NY 10036.

THIS ARBITRATION AGREEMENT WILL SURVIVE THE TERMINATION OF YOUR RELATIONSHIP WITH THE COMPANY.

You acknowledge and agree that, in addition to or in lieu of arbitration pursuant to this Section 17, we may initiate a proceeding related to the enforcement or validity of our Intellectual Property Rights in any court of law or other forum having jurisdiction.

All feedback, comments, requests for technical support and other communications relating to the Services should be directed to: help@onlinecook.com.

We may deliver any notice required or permitted hereunder (i) via a notice appearing in your Account or on the Services or (ii) via electronic mail to your contact information on record with us in your Account information, which notice will be deemed received by you when posted or transmitted by us. Where we permit notices to be given to us via a feature or functionality of the Services (for example, changes to your account or billing information or cancellation of an active Subscription Plan), you may give such notice through such feature or functionality and it will be deemed effective upon actual receipt by us, but only to the extent the notice is of a type for which the feature or functionality is intended to convey (for example, using your account page to update your contact information or to cancel and active Subscription Plan). Otherwise, all notices to us under these Terms (including notices of claims or disputes or to initiate arbitration) must be delivered in writing in hard-copy (paper) to us by (i) personal delivery by hand, (ii) registered mail, (iii) certified mail, return receipt requested, or (iv) reputable national or international mail courier with proof of delivery. Our current address is:

Online Cook LLC
Attn: Terms Notices
247 West 46th Street, Apt 3404
New York, NY 10036

We may change this notice address by updating these Terms or by listing a new address on the applicable Services or website(s) associated with them. You are responsible for making sure that you are sending notices to our most current address. Notices given to our address will be deemed effective upon the first normal business day (non-weekend/non-holiday) following actual receipt by us at such address. THIS SECTION WILL SURVIVE TERMINATION OF THESE TERMS FOR ANY REASON.

The interpretation and enforcement of these Terms, and any dispute related to these Terms or the Services, will be governed by and construed and enforced in accordance with the laws of State of Delaware, without regard to conflict of law rules or principles (whether of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

These Terms are binding upon and inure to the benefit of the permitted successors and assigns of each party. You may not assign, subcontract, delegate or otherwise convey these Terms, or any of its rights and obligations hereunder. Notwithstanding anything to the contrary in these Terms, we may assign, transfer, and delegate this agreement (these Terms) and its obligations hereunder at any time, in its sole discretion.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any such provision in every other respect and the remaining provisions of these Terms will be unimpaired and these Terms will continue in full force and effect, unless the provisions held invalid, illegal, or unenforceable will substantially impair the benefits of the remaining provisions hereof.

The failure of either Party to insist upon strict performance or to seek remedy for breach of any term of these Terms, or to exercise any right, remedy or election herein or permitted by law or equity, will not constitute nor be construed as a waiver or relinquishment in the future of such term, condition, right, remedy, or election. Any consent, waiver, or approval by either Party of any act or matter will not be effective unless made in writing and signed by an authorized representative of the consenting, waiving, or approving Party.

We will not be responsible or liable to you or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder (including the temporary unavailability or inaccessibility of the Services) where such failure is the result of Force Majeure. As defined herein, “Force Majeure” means any (a) acts of God, flood, fire, wind, storm, drought, earthquake, or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riot, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination, or sonic boom; (e) any law or any action taken by a government or public authority; (f) collapse of building, breakdown of plant or machinery, fire, explosion, or accident; (g) any labor or trade dispute, materials or transport, strike, industrial action or lockout; (h) interruption or failure of utility service; or (i) or any other cause, whether similar or dissimilar to those enumerated, that is beyond our reasonable control and without our fault or negligence.

Termination of these Terms will not affect the provisions that, by their nature, are intended to survive the termination hereof, including without limitation, Sections 6, 7, 9 and 10–20.

These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the Parties regarding the Services. In the event of any conflict between these Terms and any other agreement you may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.