AUNTIECHEF.COM TERMS OF USE

Version Date: February 9, 2010

TERMS OF USE AGREEMENT

This Terms of Use Agreement (“Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“user” or “you”) and auntieChef, LLC and its affiliated companies (collectively, the “Company” or “we” or “us” or “our”), concerning your access to and use of the www.auntiechef.com website as well as any other media form or media channel related or connected thereto (collectively, the “Website”). The Website allows users to market and offer for sale prepared meals and other food items or search for and order prepared meals and other food items, access information relating to food preparation, utilize other services offered through the Website from time to time, or simply view the Website (“Company Services”). The Company Services are hosted in the United States.

All persons who are minors in the jurisdiction in which they reside (generally under the age of 18) are not permitted to register for the Website or use the Website Services.

YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT BY ACKNOWLEDGING SUCH ACCEPTANCE DURING THE REGISTRATION PROCESS (IF APPLICABLE) AND ALSO BY CONTINUING TO USE THE WEBSITE. IF YOU DO NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO MODIFICATIONS THAT THE COMPANY MAY MAKE TO THIS AGREEMENT IN THE FUTURE, DO NOT USE OR ACCESS OR CONTINUE TO USE OR ACCESS THE COMPANY SERVICES OR THE WEBSITE.

People using the Company Services to purchase food items are referred to herein as “buyers” and people using the Company Services to sell food items are referred to herein as “sellers.” Both buyers and sellers are referred to collectively as “users.”

OUR PURPOSE AND YOUR RESPONSIBILITIES

We have created the Website to serve as a marketplace. The Company is not a seller of food and the Company does not serve in any capacity as an agent of the sellers. Rather this marketplace provides buyers the ability to search for and find local cooks and to purchase from them a wide variety of prepared meals and other food items. This marketplace similarly provides a venue for cooks to connect with persons interested in purchasing their prepared meals and other food items.

However, the benefits that this Website provides come with responsibility that is placed on both sellers and buyers. In order for this marketplace to operate successfully and safely, both sellers and buyers must be committed to comply with the rules set out below in this Agreement as well as applicable laws and regulations. The Company merely provides the Website, which is the platform for the marketplace. The success of the Website solely depends upon the conduct of the users.

This Agreement obligates sellers to comply with, and prepare, sell and provide all foods in strict compliance with all federal, state and local laws, rules, regulations, and standards, including those pertaining to food preparation, sale, marketing and safety, such as the FDA Model Food Code and similar laws, as may be enacted in any jurisdiction (collectively referred to as “Applicable Laws”). Applicable Laws often require that all food prepared for sale to the public be prepared or produced at a commercially licensed kitchen or that a residential kitchen certification be obtained.

SELLERS ACKNOWLEDGE THAT, IN THE INTEREST OF PROTECTING THE PUBLIC, AND AS NECESSARY FOR COMPANY TO COMPLY WITH APPLICABLE LAWS, COMPANY INTENDS TO COOPERATE WITH FEDERAL, STATE AND LOCAL HEALTH AND OTHER GOVERNMENT AGENCIES. ACCORDINGLY, SELLERS AGREE AND CONSENT TO THE DISCLOSURE BY COMPANY TO ANY SUCH GOVERNMENT AGENCIES OF INFORMATION POSSESSED BY COMPANY RELATING TO SELLERS THAT MAY BE USEFUL OR NECESSARY FOR VERIFYING OR ENFORCING COMPLIANCE WITH APPLICABLE LAWS.

HOWEVER, IT IS CRITICAL FOR USERS TO UNDERSTAND THAT THE COMPANY DOES NOT IN ANY WAY INDEPENDENTLY VERIFY THE CREDENTIALS, REPRESENTATIONS OR PRODUCTS OF SELLERS, THE INGREDIENTS OR THE QUALITY OF ANY PRODUCTS, OR THAT A SELLER IS IN COMPLIANCE WITH APPLICABLE LAWS. “BUYER BEWARE” SHOULD BE THE APPROACH OF BUYERS – AND BUYERS MUST MAKE THEMSELVES COMFORTABLE THROUGH INFORMATION PROVIDED BY SELLERS ON THE WEBSITE OR AS REQUESTED BY BUYERS DIRECTLY FROM SELLERS AS TO THE QUALITY AND RELIABILITY OF THE SELLERS, AS WELL AS TO THEIR COMPLIANCE WITH APPLICABLE LAWS. FOR THIS PURPOSE, THE WEBSITE INCLUDES TOOLS ALLOWING FOR DIRECT COMMUNICATION BETWEEN BUYERS AND SELLERS.

The Company does not in any way guaranty the quality of any food or that any food complies with Applicable Laws. In addition, a seller may represent that food preparation is in accordance with special standards such as “organic,” “kosher,” “macrobiotic” or allergen-specific standards such as “nut-free,” “gluten-free,” or “lactose-free.” However, the Company does not independently investigate or verify such representations. The Company shall not be liable or responsible for any prepared food or services offered by sellers that is unhealthy, is the cause of injury, that is otherwise unacceptable to buyers or that does not meet the expectation of buyers in any manner. Likewise, any in-person meeting between users is done at users’ own risk. Users are expected to take reasonable safety precautions when meeting users in-person. The fact that the Company facilitates transactions in your geographic location should not be taken as an endorsement of compliance with Applicable Laws. Buyers and sellers are solely responsible for verifying the accuracy of delivery and pick up addresses and time schedules, and the Company shall have no liability or responsibility for any such erroneous addresses or time schedules.

Please direct all complaints concerning sellers and buyers to Company’s attention as indicated on the Website.

ORDERING, PAYMENT AND REFUNDS

Buyers are billed through an Amazon Payments billing account for purchases of products (see https://payments.amazon.com/sdui/sdui/index.htm) (“Amazon Payments”). The Company will provide simple instructions for sellers and buyers for establishing Amazon Payments accounts. When using Amazon Payments, all payments are made directly from buyers to sellers and no payments are made by buyers to the Company. As stated earlier, the Company is not a seller of food or products through the Website. The Website is merely a platform which facilitates transactions between buyers and sellers.

The ordering and Amazon Payments process is as follows:

• The buyer places an order with a seller and payment is reserved in accordance with the buyer’s designated payment method.
• The seller must confirm the order within 24 hours or the reserved payment is cancelled. In the case of orders placed less than 24 hours prior to a scheduled delivery/pick-up, the reserved payment will be cancelled if the seller does not confirm the order before the scheduled delivery/pick-up.
• Payment is released to the seller when the seller confirms the order. Note that this occurs prior to food receipt by the buyer; the buyer is paying in advance.
• The seller may cancel or request rescheduling of delivery/pick-up for a confirmed order up to 48 hours prior to the original scheduled delivery/pick-up. The buyer may cancel or request rescheduling of delivery/pick-up for a confirmed order up to 48 hours prior to the original scheduled delivery/pick-up. Cancelled pre-confirmed orders will result in the Company requesting a refund from Amazon on behalf of the buyer. Execution of payments/refunds depends solely upon Amazon's terms of service and processing (e.g., the Company can request a payment, but it typically takes Amazon 3 days to execute - this is not the Company’s responsibility).
• The Company may, in its sole discretion, assist with resolution of disputes between sellers and buyers; however, dispute resolution shall primarily be conducted in accordance with the then-current Amazon A to Z Guarantee Protection plan (see http://www.amazon.com/gp/help/customer/display.html/?nodeId=537868), and dispute resolution is the sole responsibility of the sellers and buyers.

Sellers are solely responsible for charging, collecting and paying any sales, use or similar taxes that may be due for the sale of food products in the jurisdiction where the sellers are located.

Except as set forth above, there are no refunds for purchases made by buyers from sellers, unless otherwise permitted or agreed to by sellers.

Seller Payments

Sellers are required to pay a monthly Marketplace Subscription Fee plus a Transaction Fee. Please see our current Fee Schedule for current fees. Fees may be changed at anytime upon 30 days’ prior notice which may be effected by posting such changes to the Fee Schedule, sending an email to the email address contained in a seller’s account settings or by any other method determined reasonable by the Company.

Monthly Marketplace Subscription Fees will be paid through Amazon Payments. The Company reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment. By entering into this Agreement, sellers acknowledge that Marketplace Subscription Fees are recurring payments and sellers accept responsibility for all recurring charges prior to cancellation. The Company may submit monthly Marketplace Subscription Fees to Amazon Payments without further authorization from sellers, until a seller provides prior notice that a seller has terminated this authorization or wishes to change its payment method. To terminate your authorization or change your payment method, go to your account settings. Terminations must occur no less than 5 days prior to the renewal date in order to be effective for the following billing period. If you terminate, the termination will become effective at the end of the then-current paid Marketplace Subscription Fee period and your storefront presence will not be renewed after your then-current term expires.

Transaction Fees are automatically withdrawn from your Amazon Payments account in accordance with the Amazon Payments procedures.

There are no refunds paid to sellers for Marketplace Subscription Fees.

REFERRAL PROGRAM

The Company may, from time to time, offer a Referral Program allowing users to earn credits by referring sellers to the Website, or in consideration of some other promotional activity. Please see the Website for more details.

USER REPRESENTATIONS

General

By using the Company Services, you represent and warrant that:

• all registration information you submit is truthful and accurate;
• you will maintain the accuracy of such information;
• you will keep your password confidential and will be responsible for all use of your password and account;
• you are not a minor in the jurisdiction in which you reside; and
• your use of the Company Services does not violate any applicable law or regulation.

You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Website’s registration form and (b) maintain and promptly update registration data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or the Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, the Company has the right to suspend or terminate your account and refuse any and all current or future use of the Website (or any portion thereof).

Seller Warranties

Each seller hereby warrants and represents that it will:

• comply with, and prepare, sell and provide all foods in strict compliance with all Applicable Laws;
• not market, advertise, prepare, sell or provide food until the seller has become fully knowledgeable on the Applicable Laws;
• not offer for sale any potentially hazardous food, alcoholic beverage or tobacco product or any other item prohibited by law or Amazon Payments (see current Amazon Payments prohibitions which may change from time to time: https://payments.amazon.com/sdui/sdui/about?nodeId=6023;
• take reasonable precautions in all interactions with buyers and will bear all risk to their person or property arising from having direct contact with the buyers and waive any claims relating thereto against the Company;
• not offer buyers more favorable pricing or other terms offline as opposed to online via the Website; and
• not make public on any area of the Website seller’s contact information, such as telephone number, email address, website address, etc.

Buyer Warranties

Each buyer hereby warrants and represents that it will:

• bear full responsibility for investigating and verifying the credentials of sellers, and compliance by sellers with all Applicable Laws, prior to purchasing any foods; and
• take reasonable precautions in all interactions with sellers and will bear all risk to their person or property arising from having direct contact with the sellers and waive any claims relating thereto against the Company.

Regarding Content You Provide

You are entirely responsible for the content of, and any harm resulting from, your postings to the interactive portions of the Website (“Contribution”). When you create or make available a Contribution, you thereby represent and warrant that:

• the creation, distribution, transmission, public display and performance, accessing, downloading and copying of your Contribution does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret or moral rights of any third party;
• you are the creator and owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize the Company and the Website users to use your Contributions as necessary to exercise the licenses granted by you under this Agreement;
• your Contribution does not contain any viruses, worms, Trojan horses, malicious code or other harmful or destructive content;
• your Contribution is not obscene, lewd, lascivious, filthy, violent, harassing or otherwise objectionable (as determined by the Company), libelous or slanderous, does not advocate the violent overthrow of the government of the United States, does not incite, encourage or threaten immediate physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party;
• your Contribution does not contain material that solicits personal information from anyone under 18 or exploit people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health or wellbeing of minors;
• if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to make available the Contribution, or (ii) secured from your employer a waiver as to all rights in or to your Contribution;
• your Contribution does not violate any state or federal law designed to regulate electronic advertising;
• your Contribution does not amount to trolling, or the making of controversial statements for the sole purpose of generating responses by others;
• your Contribution does not constitute, contain, install or attempt to install or promote spyware, malware or other computer code, whether on the Company’s or others’ computers or equipment, designed to enable you or others to gather information about or monitor the online or other activities of another party;
• your Contribution does not inundate the Website with communications or other traffic suggesting no serious intent to use the Website for its stated purpose;
• your Contribution does not otherwise violate, or link to material that violates, any provision of this Agreement or any applicable law or regulation; and
• your Contribution does not contain pictures, data, audio or visual files, or any other content that is excessive in size, as determined by the Company in its sole discretion.

CONTRIBUTION LICENSE

By posting Contributions to any part of the Website, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide license to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Contributions for any purpose, commercial, advertising, or otherwise, on or in connection with the Website or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Contributions, and to grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels for the purpose of publishing and promoting your Contributions in connection with services offered or to be offered by the Company. Such use and distribution license will apply to any form, media, or technology now known or hereafter developed. By uploading your Contributions, you hereby warrant that your Contributions are free of any digital rights management, including any software designed to limit the number of times the Contributions may be copied or played. You may remove Contributions from the Website at any time, however this feature might not be available for all Contributions. The Company may retain archived copies of your Contributions. The Company does not assert any ownership over your Contributions; rather, as between us and you, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions.

The Company has the right, in our sole and absolute discretion, to (i) edit, redact or otherwise change any Contributions, (ii) re-categorize any Contributions to place them in more appropriate locations or (iii) pre-screen or delete any Contributions that are determined to be inappropriate or otherwise in violation of this Agreement.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Website or the Company Services ("Submissions") provided by you to the Company are non-confidential and the Company (as well as any designee of the Company) shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

PROHIBITED ACTIVITIES

You may not access or use the Website for any other purpose other than that for which the Company makes it available. The Website is for the personal use of users only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by the Company. Prohibited activity includes, but is not limited to:

• criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, copyright infringement, patent infringement, or theft of trade secrets;
• advertising to, or solicitation of, any user to buy or sell any products or services, unless authorized by the Company;
• systematic retrieval of data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from the Company;
• making any unauthorized use of the Company Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email;
• engaging in unauthorized framing of or linking to the Website;
• transmitting chain letters or junk email to other users;
• using any information obtained from the Website in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent;
• engaging in any automated use of the system, such as using scripts to add friends or send comments or messages, or using any data mining, robots or similar data gathering and extraction tools;
• interfering with, disrupting, or creating an undue burden on the Website or the networks or services connected to the Website;
• attempting to impersonate another user or person;
• using the username of another user;
• selling or otherwise transferring your profile;
• using any information obtained from the Website in order to harass, abuse, or harm another person;
• using the Company Service as part of any effort to compete with the Company or to provide services as a service bureau;
• deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Website;
• attempting to bypass any measures of the Website designed to prevent or restrict access to the Website, or any portion of the Website;
• harassing, annoying, intimidating or threatening any Company employees or agents engaged in providing any portion of the Company Services to you;
• displaying an advertisement, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Website on behalf of that person, such as posting blogs or bulletins with a commercial purpose;
• deleting the copyright or other proprietary rights notice from any Contribution or Company Content; and
• using the Website in a manner inconsistent with any and all applicable laws and regulations.

SOFTWARE

The Company Services may include software for use in connection with the Company Services. If such software is accompanied by an end user license agreement ("EULA"), the terms of the EULA will govern your use of the software. If such software is not accompanied by a EULA, then the Company grants to you a non-exclusive, revocable, personal, non-transferable license to use such software solely in connection with the Company Services and in accordance with these Terms of Use.

INTELLECTUAL PROPERTY RIGHTS

The content on the Website (“Company Content”) and the trademarks, service marks and logos contained therein (“Marks”) are owned by or licensed to the Company, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Company Content, includes, without limitation, all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics. All Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, common law trademarks or trade dress of the Company in the U.S. and/or other countries. The Company's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company. Company Content on the Website is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Systematic retrieval of data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from the Company is prohibited. Provided that you are eligible to use the Website, you are granted a limited license to access and use the Website and the Company Content and to download or print a copy of any portion of the Company Content to which you have properly gained access solely for your personal, non-commercial use. The Company reserves all rights not expressly granted to you in and to the Website and Company Content and Marks. If you download or print a copy of the Company Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Website or features that prevent or restrict use or copying of any Company Content or enforce limitations on use of the Website or the Company Content therein.

THIRD PARTY WEBSITES AND CONTENT

The Website contains (or you may be sent through the Website or the Company Service) links to other websites ("Third Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Content"). Such Third Party Websites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Website or any Third Party Content posted on, available through or installed from the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Website or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Website and access the Third Party Websites or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Website or relating to any applications you use or install from the Website. Any purchases you make through Third Party Websites will be through other websites and from other companies, and the Company takes no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.

SITE MANAGEMENT

The Company reserves the right but does not have the obligation to:

• monitor the Website for violations of this Agreement;
• take appropriate legal action against anyone who, in the Company’s sole discretion, violates this Agreement, including without limitation, reporting such user to law enforcement authorities;
• in the Company’s sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s Contribution or any portion thereof that may violate this Agreement or any Company policy;
• in the Company’s sole discretion and without limitation, notice or liability to remove from the Website or otherwise disable all files and content that are excessive in size or are in any way burdensome to the Company’s systems;
• terminate the accounts of repeat infringers; and
• otherwise manage the Website in a manner designed to protect the rights and property of the Company and others and to facilitate the proper functioning of the Website.

PRIVACY

We care about the privacy of our users. Please review the Company Privacy Policy. By using the Website or the Company Services, you are consenting to have your personal data transferred to and processed in the United States. By using the Website or the Company Services, you are consenting to the terms of Privacy Policy.

PROVISIONS FOR ADVERTISERS

You can target specific audiences by buying ads on the Website. These additional terms apply to you if you place an order for ads on the Website (“Order”). When you place an Order, you will tell us the type of advertising you want to buy, the amount you want to spend, and your bid, if applicable. If we accept your Order, we will deliver your ads as inventory becomes available. You will pay for your Orders in accordance with our payment terms in effect at the time of your Order. The amount you owe will be calculated based on our tracking mechanisms. Your ads must comply with our advertisement guidelines in effect at the time of your Order. Unless otherwise agreed with us, we will determine the size, placement, and positioning of your ads. We do not guarantee the activity that your ads will receive, such as the number of clicks you will get. We cannot control how people interact with your ads, and are not responsible for click fraud or other improper actions that affect the cost of running ads. You will not offer any contest or sweepstakes without our prior written consent. If we consent, you take full responsibility for the contest or sweepstakes, and will follow our applicable guidelines in effect at the time of the Order and all applicable laws. You can cancel your Order at any time by contacting us using the contact information below, but it may take several days before the ad stops running, during which period the applicable charges will continue to accrue. Please contact us for information on the current expected lag time from early termination to cessation of an ad running. Our license to run your ad will end when we have completed your Order. You understand, however, that if users have interacted with your ads, your ads may remain until the users delete it. We can use your ads and related information for marketing or promotional purposes. You will not issue any press release or make public statements about your relationship with the Company without written permission. We may reject or remove any ad for any reason. If you are placing ads on someone else's behalf, you warrant that you have permission to place the ads and you will be primarily responsible for the payment due for such ads. Additionally, if you fail to make any such payments, we may seek payment directly from the advertiser. You and the advertiser, jointly and severally, agree to defend, indemnify and hold harmless the Company from and against any claims, actions, proceedings, liabilities, costs, expenses (including attorneys’ fees) and damages arising from or relating to any ads you place on the Website. You warrant that you have the legal authority to bind the advertiser to this provision. You agree that if the advertiser you represent violates this provision, we may hold you responsible for that violation.

TERM AND TERMINATION

This Agreement shall remain in full force and effect while you use the Website or are otherwise a user of the Website. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings.

WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, THE COMPANY RESERVES THE RIGHT TO, IN THE COMPANY’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE WEBSITE AND THE COMPANY SERVICES, TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION, AND THE COMPANY MAY TERMINATE YOUR USE OR PARTICIPATION IN THE WEBSITE AND THE COMPANY SERVICES, DELETE YOUR PROFILE AND ANY CONTENT OR INFORMATION THAT YOU HAVE POSTED AT ANY TIME, WITHOUT WARNING, IN THE COMPANY’S SOLE DISCRETION.

In order to protect the integrity of the Website and Company Services, the Company reserves the right at any time in its sole discretion to block certain IP addresses from accessing the Website Company Services.

Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.

YOU UNDERSTAND THAT CERTAIN STATES ALLOW YOU TO CANCEL THIS AGREEMENT, WITHOUT ANY PENALTY OR OBLIGATION, AT ANY TIME PRIOR TO MIDNIGHT OF THE COMPANY’S THIRD BUSINESS DAY FOLLOWING THE DATE OF THIS AGREEMENT, EXCLUDING SUNDAYS AND HOLIDAYS. TO CANCEL, CONTACT A COMPANY REPRESENTATIVE DURING NORMAL BUSINESS HOURS USING THE CONTACT INFORMATION LISTING BELOW IN THIS AGREEMENT OR BY ACCESSING YOUR ACCOUNT SETTINGS. THIS SECTION APPLIES ONLY TO INDIVIDUALS RESIDING IN STATES WITH SUCH LAWS.

MODIFICATIONS

To Agreement

The Company may modify this Agreement from time to time. Any and all changes to this Agreement will be reflected on the Website and revisions will be indicated by date. You agree to be bound to any changes to this Agreement when you use the Company Services after any such modification is posted on the Website. The Company may also, in its discretion, choose to alert all users with whom it maintains email information of such modifications by means of an email to their most recently provided email address. It is therefore important that you regularly review this Agreement and keep your contact information current in your account settings to ensure you are informed of changes. Modifications to this Agreement shall be effective when posted but shall not apply retroactively. Additionally, modifications made to this Agreement applicable to dispute resolution shall not apply to disputes arising prior to the effective date of the modification.

To Services

The Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Company Services (or any part thereof) with or without notice. You agree that the Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Company Services.

DISPUTES

Between Users

If there is a dispute between users of the Website, or between users and any third party, you understand and agree that the Company is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release the Company, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Company Services.

With Company

All questions of law, rights, and remedies regarding any act, event or occurrence undertaken pursuant or relating to this Website or the Company Services shall be governed and construed by the law of the State of New York, excluding such state’s conflicts of law rules. Any legal action of whatever nature by or against the Company arising out of or related in any respect to this Website and the Company Services shall be brought solely in either the applicable federal or state courts located in or with jurisdiction over Kings County, New York; subject, however, to the right of the Company, at the Company's sole discretion, to bring an action to seek injunctive relief to enforce this Agreement or to stop or prevent an infringement of proprietary or other third party rights (or any similar cause of action) in any applicable court in any jurisdiction where jurisdiction exists with regard to a user. You hereby consent to (and waive any challenge or objection to) personal jurisdiction and venue in the above-referenced courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement. In no event shall any claim, action or proceeding by you related in any way to the Website and/or the Company Service (including your visit to or use of the Website and/or the Company Service) be instituted more than two (2) years after the cause of action arose.

CORRECTIONS

Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information. The Company reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice.

DISCLAIMERS

The Company cannot control the nature of all of the content available on the Website or food products sold via the Website. By operating the Website, the Company does not represent or imply that the Company endorses any sellers, sellers’ products, blogs, Contributions or other content or products available on or linked to by the Website, including without limitation content hosted on third party websites, or that the Company believes food products, Contributions, blogs or other content to be accurate, useful or non-harmful. We do not control and are not responsible for unlawful or otherwise objectionable products or content you may encounter on the Website or in connection with any sellers or Contributions. The Company is not responsible for the conduct, whether online or offline, of any user of the Website or Company Services.

YOU AGREE THAT YOUR USE OF THE WEBSITE AND COMPANY SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY, ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND THE COMPANY SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE AND THE COMPANY SERVICES, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. THE COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND THE COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

The Company reserves the right to change any and all content, software and other items used or contained in the Website and any Company Services offered through the Website at any time without notice.

LIMITATIONS OF LIABILITY

IN NO EVENT SHALL THE COMPANY OR ITS DIRECTORS,MEMBERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR COMPANY SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR THE COMPANY SERVICES DURING THE PERIOD OF 3 MONTHS PRIOR TO ANY CAUSE OF ACTION ARISING.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

INDEMNITY

You agree to defend, indemnify and hold the Company, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any party due to or arising out of your Contributions, use of the Company Services, including, without limitation use in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above. Notwithstanding the foregoing, the Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Company, and you agree to cooperate, at your expense, with the Company’s defense of such claims. The Company will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

SWEEPSTAKES

From time to time, the Company may conduct sweepstakes that entitle the winners to prizes. Each sweepstakes has its own terms and conditions, set forth in the official rules for that sweepstakes.

NOTICES

Except as explicitly stated otherwise, any notices given to the Company shall be given by email to info@auntiechef.com. Any notices given to you shall be given to the email address you provided during the registration process, or such other address as each party may specify. Notice shall be deemed to be given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. We may also choose to send notices by regular mail or discussion forum postings.

U.S. EXPORT CONTROLS

Software from this Website is further subject to United States export controls. No software may be downloaded from the Website or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other Country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

MISCELLANEOUS

This Agreement constitutes the entire agreement between you and the Company regarding the use of the Company Services. The failure of the Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. This Agreement and your account may not be assigned by you without our express written consent. The Company may assign any or all of its rights and obligations to others at any time. The Company shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond the Company's reasonable control. If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

CONTACT US

In order to resolve a complaint regarding the Company Services or to receive further information regarding use of the Company Services, please contact the Company as set forth below or, if any complaint with us is not satisfactorily resolved, and you are a California resident, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 "R" Street, Sacramento, California 95814 or by telephone at 1-916-445-1254.

auntieChef, LLC
P.O. Box 486
New York, NY 10028
Email: support@auntiechef.com
Phone: 347-AUNTIE-1 or (347) 286-8431