Last Updated: February 16, 2017
Welcome to Raddish! You’re reading our Terms of Service (“Terms”), an agreement between you and Raddish, Inc. (“Raddish”) for your use of our online platform and service. Our online platform and service empowers people to cook and discover local food by connecting local cooks (“Cooks”) and individuals seeking locally prepared meals (“Clients”), together, “Members”. The platform is available at www.eatraddish.com (the “Site”) and through our mobile app (“Raddish App”). To make these Terms easier to read, our platform, the Site and the Raddish App are collectively called the “Services.”
You’ll notice that some words appear in quotes in these Terms. They’re called “defined terms,” and we use them so we don’t have to repeat the same language over and over again, and to make sure that the Terms are consistent. We’ve included the defined terms throughout to make the Terms easier for you to read.
What We Do and What We Don’t Do
We want to make it clear that Raddish is a technology services and platform provider and not a restaurant or catering company. Rather, through the Services, we offer a technology service and platform to allow Cooks and Clients to connect. Cooks can sign up to the Services to offer prepared meals to Clients (a “Meal”) by posting a listing on the Services (a “Listing”).
Raddish does not prepare, resell, provide, inspect or control any Meals. Our responsibilities under these Terms are limited solely to facilitating the availability of our technology services and platform. Your access to the Services and your purchase of Meals offered by Cooks through the Services is at your own risk and we disclaim all warranties, express or implied, and limit our liability in these Terms.
Agreement to Terms
By using the Services, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use Services.
Changes to Terms or Services
We may modify these Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site, posting a notice on the Raddish App, or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have told you that the Terms have been modified, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services anymore.
Because the Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
YOU ACKNOWLEDGE AND AGREE THAT ALL DISPUTES BETWEEN YOU AND RADDISH WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING UNLESS: (I) YOU ARE ACCESSING OR USING THE SERVICES ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY; (II) YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “DISPUTE RESOLUTION” SECTION BELOW; OR (III) A DISPUTE BETWEEN YOU AND RADDISH IS A LITIGABLE ACTION (AS DEFINED IN THE “DISPUTE RESOLUTION FOR CONSUMERS” SECTION BELOW).
Who May Use the Services
You may use the Services only if you are 18 years or older and capable of forming a binding contract with us, and are not barred from using the Services under applicable law.
Registration and Your Information
It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at firstname.lastname@example.org. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
We don’t endorse or vouch for any Clients, Cooks, Listings or Meals. We don’t have an obligation to conduct background checks on or otherwise verify any Member, but we might do so on a discretionary basis to the extent permitted by applicable laws. We’re not responsible for any damage or harm resulting from your communications or interactions with other Members.
By using the Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of any other Member or other third parties will be limited to a claim against the particular Member or other third parties who caused you harm and you agree not to attempt to impose liability on us, or seek any legal remedy from us with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with the other Member regarding any Meals purchased or sold through the Services.
Cooks are not employees, agents or otherwise contractors of Raddish, but are independent people who want to connect with Clients to offer their Meals. We do not, in any way, supervise, direct, or control a Cook’s work or Meals in any manner.
The Services may permit Members to communicate and interact with other Members through the Services or otherwise. You are solely responsible for all of your communications and interactions with other Members, on or off the Services. You understand that we do not make any attempt to verify the statements made by other Members. You agree to take reasonable precautions in all your communications and interactions with other Members. We don’t control or endorse any Member and your communication or interaction with any Member is entirely at your own risk.
You acknowledge that any communications between Members accomplished through the Services are not confidential. Although we’re not obligated to monitor communications between Members, any such communications may be recorded and reviewed for fraud prevention, risk assessment, customer support purposes or to help us improve our Services. By using the Services, you agree that we may, in our sole discretion, review, scan, analyze, delete, and store your communications, whether done manually or through automated means.
Your Obligations as a Client
How Much Do I Have to Pay for a Meal?
If you purchase a Meal via the Services (a “Purchase”), you agree to pay the (i) Meal Price and (ii) any applicable Service Charge. The “Service Charge” is a fee that we will charge you for your use of the Services. The “Meal Price” is the price included in a Listing for a particular Meal, as determined by the applicable Cook. We’ll tell you what the actual Service Charge will be before you make a Purchase, and it will be added to the Meal Price to calculate the total price charged to you as a Client (“Total Price”), which may include applicable taxes.
If you make a Purchase, you agree that (a) our third-party payment processor, Stripe (www.stripe.com) (the “Payment Processor”) may charge your credit card for the Total Price for verification, pre-authorization and payment purposes and (b) you agree to bear any additional charges that your bank or other financial service provider may levy on you as well as any taxes that may apply to you. You’ll receive a confirmation email once the transaction is complete. If you have any concerns or objections regarding charges, you agree to raise them first with us and you agree not to cancel or reject any credit card charges unless you have made a reasonable attempt at resolving the matter directly with us or the Cook.
Who’s Responsible for Meals?
Cooks, not us, are responsible for honoring any Purchase and making the applicable Meals available. As a Client, you agree that the Cook might require you to enter into a contract and you agree to accept any terms, conditions, rules and restrictions imposed by the Cook. You acknowledge and agree that you, and not us, will be responsible for performing the obligations of any contracts with the Cooks, and we are not a party to such contracts and disclaim all liability arising from or related to such contracts.
What if you aren’t happy with a Meal?
We hope that you’ll find all the Meals satisfying and delicious! However, as detailed in the “Warranties” section below, we make no warranty as the quality, condition, suitability or timeliness of any Meal, or that any Meal will meet your expectations. Nor do we endorse any of the Meals listed on the Services. If you aren’t happy with a Meal, you should take this up directly with the Cook and try to resolve your concern with the Cook directly.
That said, if you are unable to resolve your concern with the relevant Cook, you can make a formal complaint to us and we’ll decide how to address such complaint as we think appropriate given the circumstances.
Your Obligations as a Cook
How do I Become a Cook?
If you want to become a Cook and offer your Meals to Clients through the Services, you must submit an application through our Site or the Raddish App. We don’t have an obligation to conduct background checks on or otherwise verify any Cook, but may do so in our sole discretion. Without limiting the foregoing, our review of your application may include a kitchen inspection, a taste test of your Meals and any other inspection we deem necessary.
In addition, to become and remain as a Cook you must obtain a food preparation and handling permit, and any other permits or licenses required by applicable laws, for the city or jurisdiction in which you are operating in connection with providing Meals and your activities as a Cook (collectively, “Permits”). You represent and warrant that you have and will maintain all such Permits while using the Services as a Cook.
Raddish may approve or deny your application to become a Cook in its sole discretion. In addition, we may terminate your status as a Cook at any time, in our sole discretion. If you are not an approved Cook, you may not offer Meals for sale through the Services.
How do I create a Listing?
A Cook can create a Listing to offer his or her Meals for sale through the Services. Before you can make a Listing for a Meal, the particular Meal you wish to offer must have been approved by Raddish. Raddish may, in its sole discretion, require you to submit a sample of such Meal for tasting and approval prior to any such approval.
When you create a Listing you’ll need to provide certain information about your Meal, including a description, expected timeframe for the Meal to be ready, the pickup location and the Meal Price. As a Cook, you decide what to charge Clients for your Meals.
It’s important that the information you provide in a Listing be complete and accurate. You agree that you’re responsible for all Listings you post. We want to be able to publish as many Listings as possible, but we reserve the right to reject a Listing for any reason in our absolute discretion. We will notify you if we reject your Listing, and in our absolute discretion, we may give you an opportunity to amend your Listing into a form that we can publish.
What Does it Cost to Use the Services?
We will charge you a fee calculated as a percentage of the Meal Price (“Cooking Fees”) for your use of the Services. We’ll tell you what the actual Cooking Fees will be before you make your Listings. The Cooking Fees and applicable Taxes (“Deductions”) will be deducted from the Meal Price before the funds are remitted to you.
How Do I Get Paid?
Payment processing services on the Services are provided by the Payment Processor and are subject to the Stripe Connected Account Agreement (https://stripe.com/us/connect-account/legal), which includes the Stripe Terms of Service (https://stripe.com/us/legal) (collectively, the “Payment Processor Terms”). By agreeing to these Terms or continuing to operate as a Cook on the Services, you agree to be bound by the Payment Processor Terms, as the same may be modified by the Payment Processor from time to time. As a condition of Raddish enabling payment processing services through the Payment Processor, you agree to provide Raddish accurate and complete information about you and your business, and you authorize Raddish to share such information and transaction information related to your use of the payment processing services provided by the Payment Processor. For additional information on the Payment Processor, please visit https://stripe.com.
When do I Get Paid?
We will use commercially reasonable efforts to have the Payment Processor remit funds to you via your account with the Payment Processor on weekly basis. We or the Payment Processor may delay or cancel these payments in cases where we suspect fraud or other misuse of the Services. The amount of time it takes for you to receive your funds will vary depending on the payment method you select.
We reserve the right to charge you an additional fee if you cancel a Purchase (see the “Cancellation” section below), if your Meal does not meet the description in your Listing, or if the Client cancels for cause based on applicable law. These charges may be deducted from the Meal Price at the time of remittance to you or charged at a later date.
What Happens with Taxes?
As a Cook, you have to determine your own Tax reporting and payment requirements. You can do this in consultation with a tax advisor if you like. We don’t and can’t offer Tax-related advice to any Cooks – we leave that to Tax experts! Please note that you are responsible for determining any applicable Taxes on your Meals or on the amounts collected by us on your behalf and for including applicable Taxes in Listings. We are not responsible for determining the amount of, or invoicing Clients for, Taxes. “Tax” or “Taxes” mean sales taxes, value added taxes (VAT), goods and services taxes (GST), and other similar municipal, state and federal direct, indirect or other withholding and personal or corporate income taxes imposed on a Cook or on amounts collected from Clients.
Contract with Clients
You understand and agree that we don’t act as your insurer, broker, contracting agent or other representative. If a Client purchases a Meal, any contract that you enter into with the Client, written or oral, will be between you and the Client only. You acknowledge and agree that you, and not us, will be responsible for performing the obligations of any contracts with Clients, and we are not a party to such contracts and disclaim all liability arising from or related to such contracts.
If you want to cancel a Purchase, as a Client or a Cook, without penalty, you must do so at least 12 hours before the scheduled Meal pickup time provided in the Listing at the time of the Purchase. If either party cancels a Purchase at least 12 hours before the Meal pickup time, we or the Payment Processor will refund the Total Price to the Client and neither the Client nor the Cook will be charged the Service Fees or the Cooking Fees, respectively.
Client Cancellations Within 12 Hours
If a Client cancels a Purchase less than 12 hours before the pickup time, the Client will be charged a cancellation fee of [$2] (the “Cancellation Fee”). If you are a Client, you acknowledge and agree that the Payment Processor is authorized to charge your credit card on file the Cancellation Fee. If you are a Cook who has a Client cancel a Purchase less than 12 hours before the pickup time, we may, in our sole discretion, remit to you a portion of the Cancellation Fee.
Cook Cancellations Within 12 Hours
If a Cook cancels a Purchase less than 12 hours before the pickup time, we or the Payment Processor will refund the Total Price paid for the Purchase to the Client within a commercially reasonable time after the cancellation. If you are a Cook who cancels within 12 hours of the pickup time, we reserve the right to charge you an additional fee and or terminate your Account on the Services. If a Cook fails to provide the applicable Meal at the pickup time, such failure is deemed a cancellation on the part of the Cook.
Content and Content Rights
For purposes of these Terms, “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services.
Some of the Content belongs to us – for example if we have a photographer take photographs of your Meals, Raddish owns those photographs. If, on the other hand, you provide photographs for your Listing or upload a profile picture to your Account, then we don’t own those images. Any Content that a Member (including you) provides to us is called “Member Content”. Your Member Content (not surprisingly!) is yours and nothing in these Terms restricts any rights that you have to use it now and forever. We do, however, need to get some permissions (also called “rights”) from you to make your Member Content (e.g., Listings) available via the Services. These permissions are described below.
Content Ownership, Responsibility and Removal
We do not claim any ownership rights in any UserMember Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your UserMember Content. Subject to the foregoing, we exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
Rights in UserMember Content Granted by You
By making any Member Content available through the Services you hereby grant to us a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, distribute, publicly display, publicly perform and distribute your Member Content in connection with operating and providing the Services and Content to you and to other Members.
You are solely responsible for all your Member Content. You represent and warrant that you own all your Member Content or you have all rights that are necessary to grant us the license rights in your Member Content under these Terms. You also represent and warrant that neither your Member Content, nor your use and provision of your UserMember Content to be made available through the Services, nor any use of your Member Content by us on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You can remove your Member Content by specifically deleting it. However, in certain instances, some of your Member Content may not be completely removed and copies of your Member Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your Member Content.
Rights in Content Granted by Us
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and view the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.
Rights and Terms for Apps
Rights in App Granted by Us
Subject to your compliance with these Terms, we grant you a limited non-exclusive, non-transferable, non-sublicenseable license to download and install a copy of the Raddish App on a mobile device or computer that you own or control and to run such copy of the Raddish App solely for your own personal non-commercial purposes. You may not copy the Raddish App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the Raddish App; (ii) distribute, transfer, sublicense, lease, lend or rent the Raddish App to any third party; (iii) reverse engineer, decompile or disassemble the Raddish App; or (iv) make the functionality of the Raddish App available to multiple users through any means. We reserve all rights in and to the Raddish App not expressly granted to you under these Terms.
Additional Terms for App Store Apps
If you accessed or downloaded the Raddish App from the Apple App Store, then you agree to use the App only: (i) on an Apple-branded product or device that runs iOS (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” set forth in the Apple Store Terms of Service.
If you accessed or downloaded the Raddish App from any app store or distribution platform (like the Apple App Store or Google Play) (each, an “App Provider”), then you acknowledge and agree that:
- These Terms are concluded between you and Raddish, and not with App Provider, and that, as between Raddish and the App Provider, Raddish, is solely responsible for the Raddish App.
- App Provider has no obligation to furnish any maintenance and support services with respect to the Raddish App.
In the event of any failure of the Raddish App to conform to any applicable warranty, you may notify App Provider and App Provider will refund the purchase price for the Raddish App to you (if applicable) and, to the maximum extent permitted by applicable law, App Provider will have no other warranty obligation whatsoever with respect to the Raddish App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the Raddish App to conform to any warranty will be the sole responsibility of Raddish.
App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the Raddish App or your possession and use of the Raddish App, including, but not limited to: (i) product liability claims; (ii) any claim that the Raddish App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
In the event of any third-party claim that the Raddish App or your possession and use of the Raddish App infringes that third party’s intellectual property rights, Raddish will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
App Provider and its subsidiaries are third-party beneficiaries of these Terms as related to your license of the Raddish App, and that, upon your acceptance of the terms and conditions of these Terms, App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the Raddish App against you as a third party beneficiary thereof.
You must also comply with all applicable third-party terms of service when using the Raddish App.
You agree to comply with all U.S. and foreign export laws and regulations to ensure that neither the Raddish App nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the Raddish App, you represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
We want you to use the Services responsibly. You agree not to do any of the following:
- Use the Services for any commercial, governmental or other purposes that are not expressly permitted by these Terms;
- Contact a Cook for any purpose other than asking a question related to a Purchase or that Cook’s Meal;
- Use the Services to find a Cook or Client and then complete a purchase independent of or outside of the Services in order to circumvent the obligation to pay any fees related to our provision of the Services;
- Post, upload, publish, submit or transmit any Member Content that: (i) 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; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.
- Use, display, mirror or frame the Services or any individual element within the Services, our name, any of our trademarks, logos or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent;
Access, tamper with, or use non-public areas of the Services, our computer systems, or the technical delivery systems of our providers;
Attempt to probe, scan or test the vulnerability of any of our systems or networks or breach any security or authentication measures;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our providers or any other third party (including another Member) to protect the Services or Content;
Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by us or other generally available third-party web browsers;
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
Use any meta tags or other hidden text or metadata utilizing our trademarks, logos, URL or product name without our express written consent;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
Interfere with, or attempt to interfere with, the access of any userMember, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
Collect or store any personally identifiable information from the Services from other UserMembers without their express permission;
Impersonate or misrepresent your affiliation with any person or entity;
Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing.
Our Enforcement Rights
Although we’re not obligated to monitor access to or use of the Services or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Links to Third Party Websites or Resources
The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at email@example.com. Upon any termination, discontinuation or cancellation of your Account, the following provisions will survive: ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.
THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
WE MAKE NO WARRANTY THAT THE SERVICES, INCLUDING BUT NOT LIMITED TO THE LISTINGS OR ANY MEALS, WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS. WE MAKE NO WARRANTY THAT CREATING A LISTING WILL RESULT IN ANY PURCHASES. WE MAKE NO WARRANTY REGARDING THE QUALITY, CONDITION, SUITABILITY OR TIMELINESS OF ANY MEALS OR THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES.
WE MAKE NO WARRANTY AS TO THE IDENTITY, CHARACTER OR CONDUCT OF MEMBERS OF THE SERVICES AND ASSUME NO RESPONSIBILITY FOR A MEMBER’S COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER MEMBERS OF THE SERVICES WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION CLIENTS AND COOKS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON, REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY RADDISH. WE EXPLICITLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY CLIENT, COOK, OR OTHER THIRD PARTY.
You will defend, indemnify and hold Raddish and its affiliates and subsidiaries, and their respective officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services or Content, including without limitation your creation and posting of a Listing; (ii) any Meals you cook; (iii) your breach of these Terms; or (iv) your Member Content.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES, AND ANY CONTACT YOU HAVE WITH OTHER MEMBERS, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU.
NEITHER RADDISH NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY LOST PROFITS OR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES CAUSED BY LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER MEMBERS OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE 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. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EXCEPT FOR OUR OBLIGATION TO PAY AMOUNTS TO APPLICABLE COOKS OR TO REFUND AMOUNTS TO THE APPLICABLE CLIENTS PURSUANT TO THESE TERMS, IN NO EVENT WILL OUR TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, AND YOUR USE OF THE SERVICES, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER MEMBERS OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, EXCEED THE AMOUNTS YOU HAVE PAID TO RADDISH FOR SERVICE FEES OR COOKING FEES, OR ONE HUNDRED DOLLARS ($100) IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO US, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.
Dispute Resolution for Entities
If you are accessing and using the Services on behalf of a company or other legal entity, any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Services or Content (collectively, "Disputes") will be brought solely in the state and federal courts located in the Northern District of California, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
Dispute Resolution for Consumers
Agreement to Arbitrate
If you are accessing and using the Services not on behalf of a company or other legal entity, you and we agree that any Disputes (as defined above) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights (the action described in the foregoing clause (ii), an "IP Protection Action"). (The actions described in clauses (i) and (ii) are the “Litigable Actions.”). Without limiting the preceding sentence, you will also have the right to litigate any Dispute if you provide us with written notice of your desire to do so by email at firstname.lastname@example.org or regular mail at 930 Irving St. Suite C. San Francisco, CA. 94114 within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide us with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except for Litigable Actions. The exclusive jurisdiction and venue of any IP Protection Action, or any other Dispute if you timely provide us with an Arbitration Opt-out Notice, will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide us with an Arbitration Opt-out Notice, you acknowledge and agree that you and we are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and we otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution for Consumers" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution for Consumers" section will survive any termination of these Terms.
The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution for Consumers" section. (The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location and Procedure
Unless you and we otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and we submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. We will not seek, and hereby waives all rights we may have under applicable law to recover, attorneys' fees and expenses if we prevail in arbitration.
Your responsibility to pay any AAA filing, administrative, and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, we will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Notwithstanding the provisions of the "Changes to Terms or Services" section above, if we change this "Dispute Resolution for Consumers" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to email@example.com) within 30 days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and us in accordance with the provisions of this "Dispute Resolution for Consumers" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
These Terms constitute the entire and exclusive understanding and agreement between Raddish and you regarding the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Raddish and you regarding the Services. If for any reason any provision of these Terms is found to be invalid or unenforceable (either by an arbitrator or by court of competent jurisdiction, but only if you are accessing and using the Services on behalf of a company or other legal entity or timely opt out of arbitration by sending us an Arbitration Opt-out Notice in accordance with the terms set forth above), that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without Raddish’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Raddish may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given: (i) by us via email; or (ii) by posting to the Site or the Raddish App. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Raddish’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Raddish. 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 you have any questions about these Terms or the Services, please contact us at firstname.lastname@example.org.