TERMS OF SERVICE AGREEMENT
THE SITE AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH CHEFS (DEFINED BELOW) MAY CREATE LISTINGS (DEFINED BELOW) FOR SERVICES (DEFINED BELOW) AND CLIENTS (DEFINED BELOW) MAY LEARN ABOUT AND BOOK SERVICES. YOU UNDERSTAND AND AGREE THAT CXC IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN CHEFS AND CLIENTS, NOR IS CXC AN INSURER. CXC HAS NO CONTROL OVER THE CONDUCT OF CHEFS, CLIENTS, GUESTS AND OTHER USERS OF THE SITE AND SERVICES OR ANY ACCOMMODATIONS, AND DISCLAIMS ALL LIABILITY IN THIS REGARD.
Capitalized terms shall have the meaning set forth below or in the body of the Terms if not defined in the table below
- “CXC Content” means all Content that CXC makes available through the Site or Services, including any Content licensed from a third party, but excluding Member Content.
- “Collective Content” means Member Content and CXC Content.
- “Content” means any and all text, graphics, images, music, software, audio, video, information or other materials.
- “Client” means a Member who requests a booking of a Chef Service via the Site or Services, or a Member who partakes in Chef Services and is not the Client for such Services.
- “Chef” means a Member who creates a Listing via the Site and Services.
- “Listing” means a Service or Services that are listed by a Chef as available for hire via the Site and Services.
- “Member” means a person who completes CXC’s account registration process, including, but not limited, to Chefs and Clients, as described under “Registration”.
- “Member Content” means all Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Site or Services.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE OR THROUGH THE SERVICES, OR BY PARTICIPATING IN THE REVIEW OF THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ THESE TERMS, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, SERVICES, OR COLLECTIVE CONTENT OR TO PARTICIPATE IN THE REVIEW OF THE SERVICES. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
CXC reserves the right, at its sole discretion, to modify the Site or Services or to modify these Terms, including the Service Fees and the Booking Client Fees, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site or provide you with notice of the modification. By continuing to access or use the Site or Services after we have modified the Terms, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site and Services. CXC encourages you to periodically review the Terms to stay informed of our updates.
The Site and Services are intended solely for persons who are 18 or older. Any access to or use of the Site or Services by anyone under 18 is expressly prohibited unless they have the permission of a guardian.
SITE AND SERVICES
The Site and Services can be used to facilitate the listing and booking of Chefs and other culinary services (“Services”). You may view Listings as an unregistered visitor to the Site and Services; however, if you wish to book a Service or create a Listing, you must first register to create a CXC account registration (defined below).
As stated above, CXC makes available a platform or marketplace with related technology for Clients and Chefs to meet online and arrange for bookings of Services. CXC is not an owner or operator of an agency, including, but not limited to, chefs, catering services, restaurants, food professionals or Services, nor is it a provider of properties, including, but not limited to, event venues, public halls, other lodgings or Services and CXC does not own, sell, resell, furnish, provide, rent, re-rent, manage and/or control equipment and ingredients used by Chefs or Clients in the conduct of purchasing Services. CXC’s responsibilities are limited to (i) facilitating the availability of the Site and Services and (ii) serving as the limited agent of each Chef for the purpose of accepting payments from Clients on behalf of the Chef.
PLEASE NOTE THAT, AS STATED ABOVE, THE SITE AND SERVICES ARE INTENDED TO BE USED TO FACILITATE THE BOOKING OF SERVICES. CXC CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY SERVICES. CXC IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND SERVICES. ACCORDINGLY, ANY BOOKINGS WILL BE MADE AT THE CLIENT’S OWN RISK.
In order to access certain features of the Site and to book a Service or create a Listing, you must register to create an account (“CXC Account”) and become a Member. You may register to join the Services directly via the Site or as described in this section.
We will create your CXC Account and your CXC Account profile page for your use of the Site based upon the personal information you provide to us. You may not have more than one (1) active CXC Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. CXC reserves the right to suspend or terminate your CXC Account and your access to the Site and Services if you create more than one (1) CXC Account or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your CXC Account, whether or not you have authorized such activities or actions. You will immediately notify CXC of any unauthorized use of your CXC Account.
As a Chef, you may create Listings. To this end, you will be asked a variety of questions about the Services to be listed. Listings will be made publicly available via the Site and Services. Members will be able to book your Services via the Site and Services based upon the information provided in your Listing. You understand and agree that once a Client requests a booking of your Services, the price for such booking may not be altered except with the prior consent of the Client and the Chef.
You acknowledge and agree that you are responsible for any and all Listings you post. Accordingly, you represent and warrant that any Listing you post and the booking of, or Client engagement, with Services in a Listing you post (i) will not breach any agreements you have entered into with any third parties and (ii) will (a) be in compliance with all applicable laws, tax requirements, and rules and regulations that may apply to any accommodation included in a Listing you post, and (b) not conflict with the rights of third parties. Please note that CXC assumes no responsibility for a Chef’s compliance with any applicable laws, rules and regulations. CXC reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that CXC, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms, or otherwise harmful to the Site or Services.
You understand and agree that CXC does not act as an insurer or as a contracting agent for you as a Chef. If a Client requests a booking of your Services and retains your Services, any agreement you enter into with such Client is between you and the Client; and CXC is not a party thereto. Notwithstanding the foregoing, CXC serves as the limited authorized agent of the Chef for the purpose of accepting payments from Clients on behalf of the Chef and is responsible for transmitting such payments to the Chef.
You acknowledge and agree that, as a Chef, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who retain your Services or are otherwise present at the place of Service at your request or invitation, excluding the Client (and the individuals the Client invites to the place of Services, if applicable.)
CXC recommends that Chefs obtain appropriate insurance for their Services.
BOOKINGS AND FINANCIAL TERMS
a. Bookings and Financial Terms for Chefs
The fees displayed in each booking are comprised of the Services Fees (defined below) and the Client Booking Fee (defined below.) Where applicable, taxes may be charged in addition to the Services Fees and Client Booking Fees. The Services Fees, the Client Booking Fees and applicable taxes are collectively referred to in these Terms as the “Total Fees”. The amounts due and payable by a Client solely relating to a Chef’s Services are the “Chef’s Fee”. Please note that it is the Chef and not CXC which determines the Chef’s Fees.
CXC will collect the Total Fees at the time of booking confirmation and will initiate payment of the Chef’s Fees (less CXC’s commission (defined below)) to the Chef.
b. Appointment of CXC as Payment Agent for Chef
Each Chef hereby appoints CXC as the Chef’s limited agent solely for the purpose of collecting payments made by Clients on behalf of the Chef. Each Chef agrees that payment made by a Client to CXC shall be considered the same as a payment made directly to the Chef and the Chef will make the Services available to Client in the agreed upon manner as if the Chef has received the Chef’s Fees. Each Chef agrees that, CXC may, in accordance with the cancellation policy selected by the Chef and reflected in the relevant Listing, (i) permit the Client to cancel the booking and (ii) refund to the Client that portion of the Chef’s Fees specified in the applicable cancellation policy. In accepting appointment as the limited authorized agent of the Chef, CXC assumes no liability for any acts or omissions of the Chef.
c. Bookings and Financial Terms for Clients
The Chefs, not CXC, are solely responsible for honoring any confirmed bookings and making available any Services reserved through the Site and Services. If you, as a Client, choose to enter into a transaction with a Chef for the booking of a Service, you agree and understand that you will be required to enter into an agreement with the Chef and you agree to accept any terms, conditions, rules and restrictions associated with such Services imposed by the Chef. You acknowledge and agree that you, and not CXC, will be responsible for performing the obligations of any such agreements, that CXC is not a party to such agreements, and that, with the exception of its payment obligations hereunder, CXC disclaims all liability arising from or related to any such agreements. You acknowledge and agree that, notwithstanding the fact that CXC is not a party to the agreement between you and the Chef, CXC acts as the Chef’s payment agent for the limited purpose of accepting payments from you on behalf of the Chef. Upon your payment of amounts to CXC which are due to the Chef, your payment obligation to the Chef for such amounts is extinguished, and CXC is responsible for remitting such amounts, less CXC’s Fees, to the Chef. In the event that CXC does not remit any such amounts to a Chef, such Chef will have recourse only against CXC.
Bookings for Services will specify the Total Fees. You agree to pay CXC for the Total Fees for any booking requested in connection with your CXC Account if such requested bookings are confirmed by the applicable Chef. In order to establish a booking pending the applicable Chef’s confirmation of your requested booking, you understand and agree that CXC, on behalf of the Chef, reserves the right, in its sole discretion, to obtain a pre-authorization via your credit card for the Total Fees. Once CXC receives confirmation of your booking from the applicable Chef, CXC will collect the Total Fees in accordance with the terms and conditions of these Terms and the pricing terms set forth in the applicable Listing. Please note that CXC cannot control any fees that may be charged to a Client by his or her bank related to CXC’s collection of the Total Fees, and CXC disclaims all liability in this regard.
In connection with your requested booking, you will be asked to provide customary billing information such as name, billing address, and credit card information either to CXC or its third party payment processor. You agree to pay CXC for any confirmed bookings made in connection with your CXC Account in accordance with these Terms. You hereby authorize the collection of such amounts by charging the credit card provided as part of requesting the booking directly by CXC. Once your confirmed booking transaction is complete you will receive a confirmation email summarizing your confirmed booking.
d. Service Fees
In consideration for providing the Services, CXC collects service fees from Chefs (“Service Fees”). Service Fees are made up of a fee that is charged to the Chef based upon a percentage of the amount of the Chef’s Fees (“Chef Payment Fees”). Where applicable, taxes may also be charged. Chef Payment Fees are deducted from the Total Fees before remitting the Chef’s Fees to the Chef.
Balances will be remitted by CXC to Chefs via check, PayPal, direct deposit or other payment methods described on the Site. Except as otherwise provided herein, Service Fees are non-refundable.
e. Booking Client Fees
In consideration for providing the Services, CXC collect booking fees from Client (the “Booking Client Fees”). Booking Client Fees are made up of a fee that is charged to the Client based upon a percentage of the Chef Fees. Where applicable, taxes may also be charged. Booking Client Fees are deducted from the Total Fees. Except as otherwise provided herein, the Booking Client Fees are non-refundable.
GENERAL BOOKING AND FINANCIAL TERMS
Cancellations and Refunds
If, as a Client, you wish to cancel a confirmed booking made via the Site and Services, prior to the date of Services, the cancellation policy of the Chef contained in the applicable Booking will apply to such cancellation. Our ability to refund the Chef Service Fees and other amounts charged to you will depend upon the terms of the applicable cancellation policy.
Flexible: Full refund up to 2 days prior to event, except Foodie Service fees.
Moderate: Full refund up to 1 week before the event, 50% refund up to 2 days prior to event, except Foodie Service fees.
Strict: No refund after booking is made.
If a Chef cancels a confirmed booking made via the Site and Services, (i) CXC will refund the Total Fees for such booking to the applicable Client within a commercially reasonable time of the cancellation and (ii) the Client will receive an email or other communication from CXC containing alternative Listings and other related information. If the Client requests a booking from one of the alternative Listings and the Chef associated with such alternative Listing confirms the Client’s requested booking, then the Client agrees to pay CXC the Total Fees relating to the confirmed booking for the accommodation in the alternative Listing, in accordance with these Terms. If a Chef cancelled a confirmed booking and you, as a Client, have not received an email or other communication from CXC, please contact firstname.lastname@example.org.
DAMAGE TO SERVICES
As a Chef, you are responsible for leaving the premises of Services in the condition it was in when you arrived. You acknowledge and agree that, as a Chef, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who you invite to, or otherwise provide access to, the premises of Service. In the event that a Client claims otherwise and provides evidence of damage, including but not limited to, photographs, you agree to pay the cost of replacing the damaged items with equivalent items.
CXC does not endorse any Members or any Services. In addition, although these Terms require Members to provide accurate information, we do not attempt to confirm, and do not confirm, any Member’s purported identity. You are responsible for determining the identity and suitability of others who you contact via the Site and Services. CXC is not responsible for any damage or harm resulting from your interactions with other Members.
By using the Site or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from CXC with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Site and Services regarding any bookings or Listings made by you.
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Site, Services and Content. In connection with your use of our Site and Services, you may not and you agree that you will not:
- violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, tax regulations;
- defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;
- publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents;
- upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; advertise or offer to sell or buy any goods or services for any business purpose, unless the Site and the Services specifically allows such messages;
- conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another Member that you know, or reasonably should know, cannot be legally distributed in such manner;
- falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded, restrict or inhibit any other user from using and enjoying the Site and the Services;
- use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Site, Services or Content;
- use the Site or Services for any commercial or other purposes that are not expressly permitted by these Terms;
- copy, store or otherwise access any information contained on the Site, Services or Content for purposes not expressly permitted by these Terms;
- use our Site or Services in connection with the distribution of unsolicited commercial email ("spam");
- register for more than one CXC Account or register for an CXC Account on behalf of an individual other than yourself;
- contact a Chef for any purpose other than asking a question related to a booking, such Chef’s Services or Listings;
- contact a Client for any purpose other than asking a question related to a booking or such Client’s use of the Site and Services;
- when acting as a Client or otherwise, recruit or otherwise solicit any Chef or other Member to join third party services or websites that are competitive to CXC, without CXC’s prior written approval;
- impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
- use automated scripts to collect information or otherwise interact with the Site or Services;
- use the Site and Services to find a Chef or Client and then complete a booking of an accommodation transaction independent of the Site or Services in order to circumvent the booking via the Site of the Services;
- as a Chef, submit any Listing with a false or misleading price information, or submit any Listing with a price that you do not intend to honour;
or post, upload, publish, submit or transmit any Content that:
o infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
o violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
o is fraudulent, false, misleading or deceptive;
o is defamatory, obscene, pornographic, vulgar or offensive;
o promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
o is violent or threatening or promotes violence or actions that are threatening to any other person; or
o promotes illegal or harmful activities or substances.
- systematically retrieve data or other content from our Site or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
- use, display, mirror or frame the Site or any individual element within the Site or Services, CXC’s name, any CXC trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without CXC’s express written consent;
- access, tamper with, or use non-public areas of the Site or CXC’s computer systems, or the technical delivery systems of CXC’s providers;
- attempt to probe, scan, or test the vulnerability of any CXC system or network or breach any security or authentication measures;
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by CXC or any of CXC’s providers or any other third party (including another user) to protect the Site, Services or Collective Content;
- forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services or Collective Content to send altered, deceptive or false source-identifying information;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or Collective Content; or
- advocate, encourage, or assist any third party in doing any of the foregoing.
CXC will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. CXC may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that CXC has no obligation to monitor your access to or use of the Site, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. CXC reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that CXC, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site or Services. CXC reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in CXC's sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children when using the Site, Services or Collective Content. CXC does not control or endorse the content, messages or information found in the Collective Content, therefore, CXC specifically disclaims any liability with regard to the Collective Content and any actions resulting from your participation in any Collective Content. Managers and hosts are not authorized CXC spokespersons, and their views do not necessarily reflect those of CXC.
NO UNLAWFUL OR PROHIBITED USE/INTELLECTUAL PROPERTY
You are granted a limited, non-exclusive, non-transferable, revocable license to access and view any CXC Content strictly in accordance with Terms. As a condition of your use of the Site, you warrant to CXC that you will not use the Site and the Services for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site and the Services.
All content included as part in the Site, Services and Collective Contents, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of CXC or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site and the Services. CXC Content is not for resale. Your use of the Site, Services and Collective Content does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the Collective Content without the express written permission of CXC and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of CXC or our licensors except as expressly authorized by these Terms. You have no right to sublicense the license rights granted in this section.
The Site may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of CXC and CXC is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. CXC is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by CXC of the site or any association with its operators.
Certain services made available via the Site are delivered by third party sites and organizations. By using any product, service or functionality originating from the Site, you hereby acknowledge and consent that CXC may share such information and data with any third party with whom CXC has a contractual relationship to provide the requested product, service or functionality on behalf of the Members.
CXC respects copyright law and expects its users to do the same. It is CXC’s policy to terminate in appropriate circumstances the CXC Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time: (a) terminate these Terms or your access to our Site and Services, and (b) deactivate or cancel your CXC Account. In the event CXC terminates these Terms, or your access to our Site and Services or deactivates or cancels your CXC Account you will remain liable for all amounts due hereunder. Please note that if your CXC Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Site and Services, including, but not limited to any reviews.
THIRD PARTY ACCOUNTS
You will be able to connect your CXC Account to third party accounts. By connecting your CXC account to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.
MEMBERS AGREE THAT USE OF THE SITE AND THE SERVICES IS ENTIRELY AT YOUR OWN RISK. CLIENTS AGREE THAT INTERACTIONS WITH CHEFS FOUND ON OR THROUGH THE SERVICES, INCLUDING PAYMENT AND DELIVERY OF GOODS OR SERVICES, AND ANY OTHER TERMS, CONDITIONS, WARRANTIES OR REPRESENTATIONS ASSOCIATED WITH SUCH DEALINGS, ARE SOLELY BETWEEN CLIENTS AND THE CHEFS, REGARDLESS OF WHETHER CXC ACTS AS AN INTERMEDIARY FOR MEMBERS' COMMUNICATION WITH THE CHEFS OR MEMBERS' PAYMENT FOR CHEF SERVICE. MEMBERS AGREE THAT MEMBERS WILL MAKE WHATEVER INVESTIGATION MEMBERS FEEL NECESSARY OR APPROPRIATE BEFORE PROCEEDING WITH ANY TRANSACTION WITH ANY CHEFS.
THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, CXC DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE SITE AND THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, CXC DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE OR SERVICES, OR ACCESSED THROUGH ANY LINKS ON THE SITE. TO THE FULLEST EXTENT PERMITTED BY LAW, CXC DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE SITE OR THE SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CXC OR THROUGH THE SITE, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY CHEFS OR CLIENTS. YOU UNDERSTAND THAT CXC DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR SERVICES OR TO REVIEW OR VISIT ANY ACCOMMODATIONS. CXC MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, CLIENTS AND CHEFS. NOTWITHSTANDING CXC’S APPOINTMENT AS THE LIMITED AGENT OF THE CHEFS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM CLIENTS ON BEHALF OF THE CHEFS, CXC EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY CLIENT OR OTHER THIRD PARTY.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CXC BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA; PROFITS OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT CXC 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.
EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE CHEFS PURSUANT TO THESE TERMS, IN NO EVENT WILL CXC’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE AND SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE AND SERVICES AS A CLIENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A CHEF, THE AMOUNTS PAID BY CXC TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED DOLLARS ($100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CXC AND YOU.
You agree to indemnify, defend and hold harmless CXC, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or the Services, your Member Content, your creation of a Listing, your violation of any terms of the Terms or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. CXC reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with CXC in asserting any available defence.
These Terms will be interpreted in accordance with the laws of England & Wales, without regard to its conflict-of-law provisions.
In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The Emergency Arbitrator Provisions shall not apply. The place of arbitration shall be London.
CLASS ACTION WAIVER
Any arbitration under these Terms will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and CXC as a result of these Terms or use of the Site or the Services.
If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining provisions in the Agreement shall continue in effect.
The failure of CXC to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of CXC. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by CXC (i) via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
CXC welcomes your questions or comments regarding the Terms:
Email Address: email@example.com
ChefXchange Rgistered Address
Mill Mall, Suite 6
Wickhams Cay 1
PO Box 3085
Road Town, Tortola
British Virgin Islands