TERMS OF USE
Last updated on December 18, 2017

By using or accessing DishDivvy.com and/or a subdomain thereof (Site), you acknowledge that you agree to and are subject to the following terms and conditions, which also include our privacy policy (Terms). If you do not fully agree to the Terms, you are not authorized to access or otherwise use the Site, and you should discontinue your access to the Site immediately. Under these Terms, “use” or “access” of the Site specifically includes any direct or indirect access or use of the Site or any cached version of the Site and any direct or indirect access or use of any information or content on the Site, regardless of how obtained and the term “Site” includes, without limitation, any cached version thereof.

You should read through all the Terms carefully. The Terms constitute a legally binding agreement between you and us.  You are not authorized to use this Site unless you are at least 18 and able to enter into legally binding contracts.  We do not knowingly collect the information of anyone under the age of 18.

If you arrived on the Site after having been re-directed or otherwise clicking on another website, you agree that these Terms shall govern your use of this Site.

The Site is operated by DishDivvy, Inc., a Delaware corporation, also referred to here as “we”, “our”, “ours”, and “us”.

References in the Terms to “you”, “your”, “yours”, and/or “yourself” refer to you. Depending on whether you use the Service as a Neighbor and/or HomeCook, references to Neighbor and/or HomeCook herein may also refer to you, as relevant.

DEFINITIONS.

Account A personal account of a User on the Site where the User can access different features of the Site, modify settings, interact with other Users, and generally use the Service

Earnings The monies a HomeCook earns through being hired by Neighbors via the Service to prepare Meals, equal to the balance of the subtotal payment paid by the Neighbor after deducting the Service Fee

Home The residence of a HomeCook the kitchen of which has undergone inspection by DishDivvy and is being used to prepare Meals upon hire

HomeCook A User who is hired by Neighbors in her/his neighborhood, community, or circle through the Service to prepare home-made Meals

Meal Food prepared by the HomeCook at Home upon hire by a Neighbor

Neighbor A User who is hiring a HomeCook in her/his neighborhood, community, or circle through the Service to prepare Meals

Service The service of connecting Neighbors with HomeCooks, through which Neighbors can hire HomeCooks in their neighborhood, community, or circle to prepare Meals for them, and related auxiliary services, provided through the online platform, acting as a marketplace, developed by DishDivvy

Service Fee The fee charged by DishDivvy to HomeCooks for using the Service, equal to fifteen percent (15%) of the subtotal of the payment received by DishDivvy from the Neighbor when hiring the HomeCook to make a Meal

Site www.dishdivvy.com and/or a subdomain thereof

User A person who accesses the Site and/or uses the Service, whether or not such person has an Account

All defined terms encompass both singular and plural forms, and a term used in the plural shall also mean the singular, and a term used in the singular shall also mean the plural.

  1. DISHDIVVY.
    1. We are an online platform, acting as a marketplace, providing the service of connecting persons seeking to hire someone in their neighborhood, community, or circle to prepare home-made Meals for them (Neighbors) to persons who are offering their services of purchasing ingredients and preparing home-made Meals for those in their neighborhood, community, or circle (HomeCooks). To facilitate this service, we perform certain auxiliary functions such as, without limitation, providing a digital space to HomeCooks to showcase their meal-preparing services for hire, including the ingredients they use and the Meals they can prepare, to present their skills and backgrounds as well as a digital space for Neighbors to learn more about the HomeCooks, express interest in their Meals, and hire the HomeCooks to prepare those Meals. The service provided by us shall be called, collectively, the Service. We do not provide any other service except as explicitly laid down in these Terms.
    2. For the purpose of providing the Service, we have developed a website located at www.dishdivvy.com (including all subdomains, collectively, the Site).
    3. As part of our Service, we are engaged exclusively in the following activities: (a) developing the Site and providing the Service; (b) acting as a limited payment collection agent for each HomeCook for the sole purpose of collecting payments from Neighbors on behalf of the HomeCook, and remitting the payments to the HomeCook, net our Service Fee; (c) reviewing the HomeCook’s application to use the Service, which includes a Home kitchen inspection, face-to-face interview, and sample taste test; (d) for the purpose of reviewing the HomeCook’s application, requesting, maintaining, and using information and documents (copies thereof) provided by the HomeCook; and (d) to maintain uniformity of the experience of the Service, providing the HomeCook with the containers which shall be used in delivering the home-made Meals to Neighbors, such containers being paid for by Neighbors through the transaction fee.
    4. We may also perform general business functions such as, without limitation, promoting the Service and Site, advertising, entering into deals, introducing certain persons to our HomeCooks and Neighbors, introducing our HomeCooks and Neighbors to one another and to others. Any and all activities performed by us are done so for the exclusive purpose of providing the Service and developing the Site, and do not create and shall not mean to create any special relationship between you and us, other than explicitly provided in these Terms.
    5. You acknowledge and agree that we do not vet or otherwise verify the identify, quality, legality of activity, integrity, or other characteristic of HomeCooks, Neighbors, or any User. This includes not looking into the conduct, character, background, profile or other personal information of HomeCooks, Neighbors, or other Users. Further, we do not check the legitimacy, accuracy, or other qualification of any material, content, communication, or other information provided by HomeCooks, Neighbors, or other Users on the Site and/or to you. Our approval of any Account application, or the existence of any User Account, whether Neighbor, HomeCook, or other, does not amount to any endorsement by us of such person or the legality of their activities on or off the Service or Site. Users acknowledge and agree that Neighbors and HomeCooks are independent individuals acting at their own accord, at their own expense, through their own resources, and at their own risk. For the avoidance of doubt, we do not guarantee the quality or safety of the Meals or service provided by HomeCooks. We also do not guarantee the ability of Neighbors to pay for the HomeCook’s services.
    6. You shall exercise reason and caution in all your interactions with HomeCooks, Neighbors, and other Users.
    7. We grant you a worldwide, limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access the Site for the sole and exclusive purpose of using the Service, for your personal use. Such License shall be revoked upon the termination of your access to the Site and your use of the Service, or otherwise at any moment that these Terms are no longer applicable to you. Other than this License, we do not grant any other license to you or transfer any rights or interests to you, in whole or in part, including, without limitation, any license to use or rights or interests in our name, logo, texts, pictures, information, material, communications available on our Site or through the Service, or any of our interests or rights in any intellectual property.
    8. We respect your privacy and the privacy of the users of our Service, and our handling of your privacy is governed by our privacy policy hereunder.
  2. TERMS SPECIFIC TO HOMECOOKS.
    1. By applying for a HomeCook Account, the HomeCook acknowledges and agrees that s/he will be holding her/himself out to Neighbors as a person who can be hired to prepare home-made Meals for Neighbors through the Site as part of our Service. The HomeCook also agrees that the ingredients for the Meals will be purchased by her/him personally, and the Meals will be prepared by her/him personally, at her/his home which s/he has listed in her/his application and which has been inspected by us as part of the application review (Home). The HomeCook agrees that s/he will not engage third-party services, with or without pay, for the purpose of preparing the Meals.
    2. The HomeCook further acknowledges and agrees that by using the Service, s/he consents to Users providing public feedback on her/him and her/his Meals which may be visible to those using the Service, accessing the Site, or otherwise (Feedback), and that the HomeCook may or may not be given the opportunity to respond to such Feedback directly on the Site. Such Feedback may be in the form of star ratings, individual comments, and/or any other feedback mechanism at our sole and exclusive discretion. The HomeCook further acknowledges and agrees that such Feedback may be provided by Users on other digital platforms other than the Site as well as in real life.
    3. The HomeCook also agrees that as part of each Meal, s/he will consider providing a sample of her/his choice as a special surprise treat to her/his Neighbor (we call these Fortune Goodies). By way of suggestion, the Fortune Goodie can be in the form of a tiny tasting slice of the HomeCook’s famous homemade cherry pie or a small scoop of one of her/his popular side dishes.
    4. The HomeCook is responsible for all of her/his costs and expenses related to her/his use of the Service, and the HomeCook shall use her/his own tools, equipment, facilities, resources at her/his expense, and groceries, ingredients, and materials purchased by her/him at the Neighbor’s expense; provided, however, that all Meals shall be made at the HomeCook’s Home, and that we will only provide the HomeCook with the containers which shall be used to deliver her/his Meals, which we do for the exclusive purpose of maintaining uniformity across the Service in terms of portions (or Helpings, as we call them). These containers are paid for by the Neighbor through the transaction fee the Neighbor pays upon hiring a HomeCook. We do not have any obligation to pay the HomeCook any monies – in cash, in kind, or otherwise – other than submitting to the HomeCook the payment made by Neighbor(s) and collected by us on the HomeCook’s behalf, net our Service Fee.
    5. As long as the HomeCook maintains the standards of quality required by us and is in compliance with these Terms and all applicable laws, regulations, and industry standards – which are necessary conditions to the HomeCook’s continued use of our Service and Site – the HomeCook has the ultimate control over how frequently s/he prepares her/his Meals, when s/he prepares them, when s/he offers them, how s/he offers them, how s/he prices them, and how s/he prepares them in terms of recipe, groceries, and materials used, and preparation process.
    6. At DishDivvy, we take food safety very seriously. Therefore, as HomeCook, you commit to following the high standards of safety and cleanliness that we provide – not only during the Home kitchen inspection, but at every instance that you prepare a Meal when hired through the Site. These standards are almost entirely adopted from current and prospective laws and include, among other topics, general food safety requirements, cleaning and sanitizing of equipment and utensils, and facilities and personal cleanliness. For example, a HomeCook shall not display her/his availability for hire and shall not engage in preparing a Meal when diagnosed with an infectious agent or illness, or displaying symptoms thereof, or otherwise considered infectious.
  3. HOMECOOK’S ACCOUNT APPLICATION.
    1. The HomeCook acknowledges that by opening a HomeCook Account on the Site, the HomeCook is becoming part of a community of persons motivated in solving the “dinner dilemma” caused by lack of access to home-made, wholesome food. The community shares common interests of healthy living and seeking and providing home-made, wholesome food whenever practicable. The community also recognizes the health benefits that stem from ensuring persons in one’s neighborhood, community, or circle are eating healthy.
    2. We hold quality standards in high regard and want to make sure that both HomeCooks and Neighbors get the best experience from using our Service. For this purpose, we have a process in place for reviewing and deciding upon the HomeCook’s Account application, with three main steps: (i) Home kitchen inspection; (ii) interview; and (iii) sample taste test.
    3. As part of the HomeCook’s Account application and on an ongoing basis if and after your application is approved, we request information on you, including your name, your Home address, your bio, and your background and qualifications as a HomeCook. We may also request information on your Meals, photographs, descriptions, and other information of potential interest to Neighbors. Any such information you provide us is considered User Content as defined in these Terms, and subject to the license granted to us on User Content.
    4. The HomeCook’s Account application will not be complete unless and until the HomeCook provides us with copies of the following documents and information: (a) Government-issued identification card; (b) PayPal account details; (c) Food Handler Card (or Food Protection Manager certification); and (d) Seller’s Permit. By applying for an Account and providing us with copies of these documents or information, the HomeCook agrees for us to hold on to these copies for as long as we find necessary to ensure our compliance with applicable laws, regulations, and industry standards.
    5. Submitting the HomeCook’s Account application to us and our review of the application does not guarantee that it will be reviewed in full or approved. Conducting the application review process, in whole or in part, and the decision on the HomeCook’s Account application is in all aspects subject to our sole and absolute discretion, and that discretion may be exercised with or without cause or reason.
    6. Upon complete and successful approval of the HomeCook’s Account application to us, the HomeCook will receive an active account on the Site (Account), allowing the HomeCook to provide respective information to be displayed on the Site. Any such information the HomeCook chooses to display on the Site or otherwise provides us shall be considered User Content, subject to the license granted to us under these Terms.
    7. The HomeCook may only offer to prepare, and actually prepare when hired, Meals made at the Home kitchen which has undergone inspection and been approved by us. A change of Home address (and thus Home kitchen) by the HomeCook must be registered with us as soon as reasonably possible, by updating the respective HomeCook Account or, if one is not yet set up, by an official notice to us considered received by us only upon our confirmation of receipt. This change of Home kitchen will prompt an inspection of the new Home kitchen. The HomeCook shall not offer to prepare, or actually prepare when hired, Meals through the Service at the new Home kitchen unless and until the Home kitchen has undergone inspection and been approved by us.
  4. TERMS SPECIFIC TO NEIGHBORS.
    1. The Neighbor acknowledges that by opening a Neighbor Account on the Site, the Neighbor is becoming part of a community of persons motivated in solving the “dinner dilemma” caused by lack of access to home-made, wholesome food. The community shares common interests of healthy living and seeking and providing home-made, wholesome food whenever practicable. The community also recognizes the economic benefits that stem from hiring persons locally to help solve this “dinner dilemma.”
    2. Further, by opening a Neighbor Account on the Site, the Neighbor acknowledges and agrees that s/he will be accessing the Site and using the Service exclusively for the purpose that the Service is offered – that is, acting as an online platform to connect HomeCooks offering their Meal-preparation services for hire and Neighbors interested in hiring HomeCooks to prepare home-made Meals for them – and shall remain in compliance with the Terms at all times. All use of the Service shall be for personal purposes.
    3. Further, the Neighbor agrees to have an active payment card or other payment means (each, a Payment Method) on file while using the Service. The Payment Method will be used by us to charge the Neighbor for all fees arising from the Neighbor’s use of the Service, and the Neighbor consents to being so charged. The Payment Method will be charged upon ordering the Meal, and the charge is nonrefundable.
    4. By hiring a HomeCook, the Neighbor agrees to pay for the Meal as presented on the Site and in accordance with these Terms, and that the Neighbor shall follow through with all express and implied commitments made while hiring the HomeCook, including, without limitation, arriving at the designated location on time, taking all necessary action to pick up the Meal, as well as paying the HomeCook.
    5. The Neighbor acknowledges and agrees that HomeCooks are independent individuals and they may refuse service to anyone based on their own discretion, including if the Neighbor violates these Terms.
    6. The Neighbor further acknowledges and agrees that by using the Service, s/he consents to Users providing public feedback on her/him and her/his conduct which may be visible to those using the Service, accessing the Site, or otherwise (Feedback), and that the Neighbor may or may not be given the opportunity to respond to such Feedback directly on the Site. Such Feedback may be in the form of star ratings, individual comments, and/or any other feedback mechanism at our sole and exclusive discretion. The Neighbor further acknowledges and agrees that such Feedback may be provided by Users on other digital platforms other than the Site as well as in real life.
  5. YOUR REPRESENTATIONS AND WARRANTIES.
    1. You represent and warrant that: (a) you are at least eighteen (18) years of age and have the necessary right and authority to agree to these Terms; (b) any information, material, documents, and/or other content (copies thereof) (collectively, Content) you submit to us or make available through the Service is true and accurate, and you have the right to submit such Content to us for us to use in accordance with these Terms and generally as assumed by the nature of the Service and Site, without breaching any third-party rights (such as, without limitation, intellectual property, privacy, or confidentiality); (c) any commitments, whether express or implied, you make through the Service – such as, without limitation, the Meals you offer for preparation, the price of a Meal if hired to prepare, the date, time, and place at which it is being offered for hire and pickup, other terms regarding hiring the HomeCook, agreeing to hire a HomeCook, agreeing to pick up the Meal, each as relevant and applicable – shall be complied with by you exactly as committed; (d) you have the right to access the Site and use the Service, and such access and use is legal; and (e) you will respect the privacy, property, and data protection rights of other Users; and you will act civilly and reasonably in your interactions with other Users.
    2. If you are a HomeCook, you further represent and warrant that you bear the right to offer your services for hire through the Service and, if hired by Neighbors, you bear the right to prepare Meals at Home, and that your use of the Service is legal; this includes having and maintaining, for as long as these Terms are in effect for you, all necessary licenses, qualifications, and certifications, complying with all legal requirements, including, without limitation, all applicable laws, regulations, and industry standards, maintaining business licenses, permits, applicable food handling requirements, fire codes, zoning requirements, and any required health and safety inspections.
    3. Breach of the representations and warranties in Sections 5.1 and 5.2, as relevant and applicable, is a ground for terminating these Terms toward you and/or suspending, deactivating, limiting or otherwise restricting your Account and your access to the Service or Site.
    4. You further acknowledge and agree that you shall not connect with, solicit, or otherwise engage with other Users for any reason other than as envisioned by the Service. This includes, without limitation, (a) the HomeCook not connecting with, soliciting, or otherwise engaging with current or prospective Neighbor(s) – that is, those already using the Service or those who could possibly use the Service – to hire the HomeCook’s services outside of this Service, thus avoiding any Service Fees that otherwise would have been paid or payable to us; and (b) the Neighbor not connecting with, soliciting, or otherwise engaging HomeCook(s) or other Neighbor(s) for any business or other reasons, thus avoiding any Service Fees that would otherwise have been paid or payable to us.
    5. You are solely responsible for the validity of your representations and warranties throughout the term of these Terms’ application toward you, especially for your compliance with all applicable laws, regulations, and industry standards. If you are a HomeCook, this includes, without limitation, calculating, collecting, and remitting any and all applicable taxes and other fees or payments, completing and filing all necessary reports, maintaining in good standing all necessary permits, licenses, and other certifications that may be relevant to your use of the Service and your activities in this regard. We are not the HomeCook’s tax agent and we have no obligation to calculate, collect, and remit taxes or other fees and payments, or make any filings or submit reports, on the HomeCook’s behalf. Nothing that we or a shareholder, director, officer, employee, or agent of ours tell you, as a HomeCook – whether in these Terms or otherwise – may be construed as an opinion, recommendation, approval, or other communication regarding the legality of your use of the Service and related activities or generally as legal, tax, or other professional advice. Further, by offering the Service and the Site we make no warranty or representation about the legality of the same or related activities. You are encouraged to seek the advice of legal, tax, or other professional counsel on this and related matters affecting the legality of your use of the Service and related activities. You are further encouraged to seek professional advice on the necessity of obtaining insurance coverage for your use of the Service and related activities.
  6. PAYMENT, BILLING, AND FEES.
    1. Opening an Account on the Site is free.
    2. By using our Service, you hereby acknowledge and agree that you are using a paid service provided by us. As compensation for using our Service, including for us to act as the HomeCook’s limited payment collection agent, we shall charge to the HomeCook a fifteen percent (15%) fee on the subtotal of all payments received by us from Neighbors on the HomeCook’s behalf (Service Fee). In this regard, subtotal shall mean the price of the Meals, not including any applicable sales or other taxes or fees. The balance (payments collected on the HomeCook’s behalf net the Service Fee) shall be remitted to the HomeCook (Earnings).
    3. For the avoidance of doubt, the price of the Meal presented on the Site is the subtotal and does not include applicable sales or other taxes or fees. This price includes the cost of ingredients purchased on the Neighbor’s behalf and the fee for the HomeCook’s Meal-preparation services. This price does include a transaction fee, used to provide containers to HomeCooks. Upon check-out, the price shall be updated to reflect the applicable sales tax.
    4. Earnings will be remitted to the HomeCook once a week, until the Friday of the succeeding week. If said Friday is not a business day, then the last day for remitting the Earnings for said week shall be the next business day.
    5. We reserve the right to make any changes in the Service Fee at our sole and absolute discretion. Any change in the Service Fee that results in a detriment to the HomeCook shall be subject to the thirty (30) day notice period otherwise applicable for changes to these Terms. However, any change that results in a benefit to the HomeCook (for example, a reduction in the Service) will take effect automatically upon notice to the HomeCooks. As a benefit, we may decide to change the Service Fee or waive it. We may also decide to offer incentives, discounts, new services and/or other promotions; similarly, if such offering is a benefit to HomeCooks, then such change shall take effect immediately. Such offerings may be subject to additional terms and conditions, in which case the regular thirty (30) day notice period shall apply.
    6. All payment information that you provide as a HomeCook and/or Neighbor must be accurate, active, and complete; such payment information may be in the form of an account for receiving payments and/or Payment Method. By offering Meal-preparation services, the HomeCook agrees and authorizes us to credit Earnings to the HomeCook’s account for receiving payments, as entered in the HomeCook’s Account. By hiring a HomeCook to prepare Meal(s), the Neighbor agrees and authorizes us to charge the Payment Method entered in the Neighbor’s Account. You hereby represent and warrant that your use of the payment information – whether by means of an account for receiving payments or Payment Method – is legal, that you have the right to use such payment information as a way to pay for a HomeCook’s services or receive payment for your services as HomeCook.
    7. If upon the termination of these Terms toward you, you owe monies and/or are owed monies related to your or another User’s use of this Service, then you agree to pay such monies and/or receive payment of such monies, and you agree for us to take all necessary and reasonable steps to that effect. In this regard, your representations, warranties, and consents provided in Section 6.6 shall continue to remain in effect for as long as necessary.
  7. USER CONTENT.
    1. “User Content” means any and all Content that you submit to or share on the Service or Site, or otherwise provide us, at any time while accessing the Site or using the Service or otherwise related to your access to the Site or use of the Service.
    2. You hereby grant DishDivvy an irrevocable, perpetual, worldwide, royalty-free, unlimited, non-exclusive, fully sublicenseable (with unlimited layers of sublicensing), fully transferable license to license, reproduce, distribute, modify, adapt, publicly display and perform, and otherwise use your User Content as we find appropriate for the purpose of providing the Service and developing the Site or in any way related to our Service and/or Site. For the avoidance of doubt, we may use User Content by displaying it on the Site or on other platforms, including, without limitation, social media, blogs, videos, external links, and we may share it digitally or in real life, publicly or privately, generally or selectively, standalone or in conjunction with other User Content or other material and information, such as other photographs, videos, or texts. We may share it with third parties, and we may refrain from naming or identifying you as the author, creator, or otherwise the source of the User Content. You acknowledge and agree that the recipient of such User Content as used by DishDivvy in accordance with this license may be under the impression that such User Content belongs to DishDivvy. You hereby acknowledge and agree to waive to exercise any rights that you may have in such User Content against DishDivvy, including moral rights (for example, authorship rights). You represent and warrant you have the right to grant such license to DishDivvy. This license shall be irrevocable and shall remain in force indefinitely.
    3. You are solely responsible for your User Content, and you assume all risk associated with your User Content. DishDivvy takes no responsibility for such content if it is deleted and does not backup any User Content, and you hereby acknowledge and agree that we are in no way liable for any damage that this action or omission may cause you. Furthermore, DishDivvy does not endorse or sponsor any User Content — whether provided by you or other Users.
    4. You acknowledge and agree that DishDivvy bears no responsibility for the User Content, its accuracy and legality, and that all liability for such User Content lies with the original author(s) thereof.
    5. You hereby represent that you are the sole owner of the User Content that you provide, and by submitting it to or sharing it on the Service or Site, or otherwise providing it to us, you are not violating any third party’s intellectual property rights.
    6. DO NOT INCLUDE ANY INFORMTION THAT WOULD VIOLATE ANY PRIOR OBLIGATIONS WITH THIRD PARTIES. KEEP IN MIND OTHER USERS CAN ACCESS ANY INFORMATION YOU PROVIDE.
    7. You acknowledge and agree that while DishDivvy has no obligation to vet, monitor, or control User Content, DishDivvy reserves the right to refuse publishing certain Content on its Service or Site and/or remove any User Content at its sole and absolute discretion, with or without cause. You hereby acknowledge and agree that we are in no way liable for any damage that this action or omission may cause you.
  8. INDEPENDENT RELATIONSHIP.
    1. You acknowledge and agree that you and we are not entering into an employment agreement, joint venture, partnership, or other relationship which gives rise to any rights and obligations other than those explicitly laid out in these Terms, and nothing in these Terms shall be construed as creating such a relationship between you and us. You and we are acting on an independent, arms-length basis. This means that you are liable for filing any reports and tax returns, calculating and paying any taxes (including sales tax, where applicable), and taking any and all actions to make sure that you are acting in full compliance with applicable laws, regulations, and industry standards, as provided or entailed by these Terms.
    2. You and we are also not entering into an agency agreement, other than to the exclusive, limited extent of us acting as the HomeCook’s limited payment collection agent for the sole purpose of collecting payments by Neighbors on the HomeCook’s behalf and remitting the same to the HomeCook, net our Service Fee. You and we are also not partners of one another. You may not incur any obligations on behalf of us, you may not bind us, and you may not hold yourself out as representing us in any capacity or manner. Notwithstanding the foregoing, you may state that you are using the Service provided by us, subject to these Terms.
  9. INDEMNIFICATION, RISK, LIABILITY, AND INSURANCE.
    1. Indemnification. You agree to indemnify, hold harmless and defend DishDivvy, its officers, directors, shareholders, employees, affiliates, representatives, agents, attorneys, licensees, distributors, successors and assigns from and against any and all losses, costs, damages, claims, suits, actions, judgments, demands, obligations, debts, liabilities, agreements and expenses whatsoever (including, without limitation, attorneys’ fees, court costs and reasonable investigation expenses) (each, an Action) arising from, or on account of, or related to the following: (i) any breach by you of your duties, covenants, representations and warranties or any other breach of these Terms; (ii) as a HomeCook, any Meal prepared by you, including in case an Action is made by a Neighbor(s) or other entity or person, relating to any damage, loss, costs, injury, death, or other occurrence; (iii) violation of any applicable laws, regulations, or industry standards; (iv) your negligence or misconduct; (v) your use of, or inability to use, the Service or Site; (vi) your interaction with another User of the Service; and (vii) infringement of any personal property, intellectual property or other rights of any third party based on any Content made available to us or our affiliates or other actions or omissions of yours in relation to your use of the Service or Site. Your indemnification obligation shall not apply to Actions arising from, or on account of, or related to our gross negligence or intentional misconduct.
    2. Indemnification Procedure. We will make all reasonable efforts to inform you upon becoming aware of any Action subject to indemnification under these Terms and will provide reasonable cooperation to you in the defense of the claims. Failure to notify you does not relieve you of any liability that you may have to indemnify. At our sole decision, and at your expense, we may choose to control our defense and all negotiations for any settlement or compromise. You acknowledge and agree that you do not have the right, without our written consent, to settle any Action.
    3. NO REPRESENTATION OR WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE (I) MAKE NO REPRESENTATION OR WARRANTY TO YOU AS TO THE SERVICE OR SITE, ANY TECHNOLOGY INCLUDED THEREIN OR ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICE OR SITE; (II) DO NOT REPRESENT OR WARRANT THAT THE SERVICE OR SITE OR ANY TECHNOLOGY INCLUDED THEREIN WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE OR SOFTWARE; AND (III) EXPRESSLY AND CONSPICUOUSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, ACCURACY, SATISFACTORY QUALITY, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. FOR THE AVOIDANCE OF DOUBT, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE AND SITE, IN ALL APPLICABLE INSTANCES, SHALL BE AT YOUR SOLE RISK AND THAT THE SERVICE AND SITE, WITH ALL INFORMATION AND CONTENTS, ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE.” NO ORAL OR WRITTEN ADVICE OR ASSURANCES GIVEN BY DISHDIVVY, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, AGENTS, EMPLOYEES SHALL CONSTITUTE OR CREATE ANY WARRANTY BY DISHDIVVY.
    4. ASSUMPTION OF RISK. YOUR USE OF THE SERVICE AND SITE IS DONE VOLUNTARILY AND AT YOUR SOLE RISK. YOU ACKNOWLEDGE THAT SOME INTERACTIONS THROUGH OR RELATED TO THE SERVICE MAY CARRY INHERENT RISK, AND BY USING THE SERVICE, YOU CHOOSE TO ASSUME THOSE RISKS VOLUNTARILY AND KNOWINGLY. FOR EXAMPLE, THE MEALS THE HOMECOOK PREPARES FOR A NEIGHBOR MAY CARRY RISK OF ILLNESS, BODILY INJURY, OR DEATH, THUS BEING THE CAUSE OF ACTION, OR THE HOMECOOKS AND/OR NEIGHBORS YOU INTERACT WITH MAY VIOLATE YOUR RIGHTS, AND YOU FREELY AND WILLFULLY ASSUME THOSE RISKS BY CHOOSING TO USE THE SERVICE. YOU ASSUME FULL RESPONSIBILITY FOR THE CHOICES YOU MAKE BEFORE, DURING, AND AFTER YOUR USE OF THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO RELEASE AND HOLD HARMLESS DISHDIVVY FROM ALL LIABILITIES AND CLAIMS THAT ARISE IN ANY WAY FROM ANY INJURY, DEATH, LOSS OR HARM IN ANY WAY RELATED TO YOUR USE OF THE SERVICE.
    5. LIMITATION ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISHDIVVY, ITS AFFILIATES, AND ANY OF THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, AGENTS OR OTHER REPRESENTATIVES SHALL NOT BE LIABLE FOR ANY DAMAGES – DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE, INCLUDING, WITHOUT LIMITATION, LOSS OF INCOME OR PROFIT – REGARDLESS OF LEGAL THEORY, CAUSE, OR GROUND, WHETHER BASED ON BREACH OF CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF YOUR USE OF THE SERVICE OR SITE, EVEN IF DISHDIVVY WAS ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY IN CASE OF ANY GRIEVANCE, ACTION, OR COMPLAINT IN REGARDS TO THE SERVICE OR SITE OR BREACH BY US OF THESE TERMS IS TO DISCONTINUE YOUR USE OF THE SERVICE OR SITE. NOTWITHSTANDING ANYTHING CONTRARY IN THESE TERMS, OUR (AND OUR AFFILIATES’) LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (UNDER ANY LEGAL THEORY, CAUSE, OR GROUND, WHETHER IN CONTRACT, TORT, OR OTHERWISE), WILL AT ALL TIMES BE LIMITED TO FIFTY US DOLLARS ($50). THIS LIMIT SHALL REMAIN IN EFFECT EVEN IF THERE IS MORE THAN ONE CLAIM. THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES MAY NOT BE VALID IN CERTAIN JURISDICTIONS, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS. THIS CLAUSE IS A FUNDAMENTAL PART OF YOUR AGREEMENT WITH DISHDIVVY (THROUGH THESE TERMS) AND YOUR USE OF THE SERVICE AND SITE.
    6. Injury to Others. By using this Service, you acknowledge that injury may be caused to persons who are not Users and thus not directly subject to these Terms. For example, as a HomeCook, your family member may be injured through an interaction with a Neighbor. Similarly, as a Neighbor, you may hire a HomeCook to prepare a Meal and share the Meal with your friends who may be injured by the Meal. You, as a User, hereby acknowledge and agree that by using the Service, you assume the risk that such injury may be inflicted on others and you agree to defend and hold harmless DishDivvy from any Action so arising. As a Neighbor, you agree to share these Terms with persons who are not Users and obtain their consent prior to sharing any Meal with them.
  10. PRIVACY POLICY.
    1. We respect your privacy and the privacy of other Users.
    2. All activities in which you may engage on this Site are voluntary. You are not required to provide any personal information to us unless you choose to access features on the Site which require the information. If you do not agree with the Terms, then you should immediately discontinue using the Service and Site.
    3. We may ask you for certain information referred to on this Site as “personal information,” which includes information that pertains to your identity. Such information may include, without limitation, your name, address, date of birth, age, gender, e-mail address, telephone number, credit card or debit card number or other Payment Method information. If you do not provide the requested personal information, you may not be able to access or use the features of the Site where such information is requested.
    4. We will primarily use the personal information you provide and any general information we receive from you to provide the Service to you, including, without limitation, the following:
      1. To administer a content promotion survey and to provide you with the relevant Meals, deals, promotions, current or new products or services;
      2. To send you information or materials via e-mail about products, offers, and news we think might interest you. This information may relate to products, offers, and news of DishDivvy or its licensees or selected commercial partners. We send you this only if you have double-opted-in to receive e-mails from DishDivvy. If you no longer wish to receive any e-mails from us, or if you want to modify your personal data or want your personal data to be deleted from our database, you should notify us accordingly;
      3. To analyze visits to the Site and learn about the interests of our Users in aggregate and also on a personal level, to better understand your interests and needs so we can improve our products and services and deliver to you the type of content, features and promotions that you are most interested in.
    5. DishDivvy will release personal or general information without your consent for security purposes, when required by law, or to prevent imminent harm to any person or entity. We will disclose personal or general information upon receipt of a court order or subpoena, or to cooperate with a law enforcement investigation, which may include responding to requests and court orders from jurisdictions outside the United States. We fully cooperate with law enforcement agencies in identifying those who use our services for illegal activities. We reserve the right to report to law enforcement agencies any activities that we in good faith believe to be unlawful, as determined in our sole discretion. Release of your personal data for security purposes, as described in these Terms to any person or entity under any circumstances shall be based on a determination made solely by us, exercising our own discretion, permission for which is expressly granted by you to us in accordance with these Terms.
    6. A cookie is a small string of information that the website you visit transfers to your computer for identification purposes. Cookies can be used to follow your activity on the website and that information helps us to understand your preferences and improve your website experience. Cookies are also used for such activities as remembering your user name and password, if you use such a feature on this Site. You can turn off all cookies, in case you prefer not to receive them. You can also have your computer warn you whenever cookies are being used. For both options you have to adjust your browser settings (such as Chrome, Safari, Firefox, Internet Explorer, or other browser). There are also software products available that can manage cookies for you. Please be aware, however, that when you choose to reject cookies, this choice may limit the functionality of the website you visit and you may lose access to some of its features.
    7. We encourage you promptly to update your personal information when it changes. You may delete your Account at any time, and you may opt out of receiving any e-mails from DishDivvy. Additionally, you can choose to have all your personal information deleted from our database. You delete your Account, or delete or modify your personal information, by visiting the settings of your Account and following the instructions provided. Please note that failure to instruct us to delete your personal information accordingly will be interpreted as your consent to maintain your personal information on our database. Further note, that deleting personal information will not affect the license you grant us toward User Content under these Terms.
    8. We reserve the right to transfer your personal information to third parties, and by accessing the Site and/or using the Service, you hereby acknowledge and agree to such transfer.
    9. The security of your information is very important for us, and we undertake necessary steps to keep your Information protected. However, we do not guarantee that the information cannot be breached. If there is any breach, we will notify Users who have an Account with an active email address about it within forty-eight (48) hours starting from the moment that we find out about the breach. The notifications may include necessary instructions.
  11. COPYRIGHT POLICY.
    1. We respect the intellectual property rights of others and expect our Users to do the same. Content found to be infringing on the intellectual property rights of others will be removed in accordance Digital Millenium Copyright Act of 1998. If you believe copyright is being unlawfully infringed upon by a User(s) on or through the Site, and if you have the authority to act (e.g., you are a copyright owner, or are authorized to act on behalf of one, or authorized to act under any exclusive right under copyright), then please report the alleged copyright infringements taking place on or through the Site by completing the following notice in accordance with 17 U.S.C. § 512(c) and delivering it to our Designated Copyright Agent. Upon receipt of the notice as described below, we will take whatever action we deem appropriate in our sole discretion, including removal of the infringing material from the Site.
      1. The notification must include the following information:
        1. Identify the copyrighted work(s) that you claim has been infringed;
        2. Identify the infringing material which you request us to removed;
        3. Provide your mailing address, telephone number, and e-mail address;
        4. Include a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law;
        5. Include a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner; and
        6. Provide your full legal name and your physical or electronic signature.
    2. DishDivvy’s Copyright Agent to receive such notifications is [ ].
    3. Pursuant to 17 U.S.C. §512(f), the complaining party is subject to liability for any costs, attorney’s fees, and damages incurred by DishDivvy in connection with the notification if the notification contains any misrepresentation of material fact.
  12. PROHIBITED USE POLICY.
    1. Users are prohibited from using the Service or Site for any unlawful purpose, which includes but is not limited to: violations of a third party’s rights, acts of violence or harassment, invasions of privacy, fraudulent statements, and other tortious behavior. Any such use may not violate the Terms or applicable laws.
    2. All use of the Service or Site should be personal use, and Users may not act as a proxy for others or use the Service or Site for purposes other than those envisioned by the nature of the Service as described in the Terms and on the Site. This includes, without limitation, using the Service or Site to collect information, compromise the experience of other Users in using the Service or Site, connect with, solicit, or otherwise engage other Users for purposes not envisioned by the nature of the Service or Site.
    3. Users are prohibited from introducing software intended to, in any way, interfere, damage, or alter the Service or Site or violate the safety and security of the Service or Site and its Users.
    4. Users agree to act civilly and reasonably in all their interactions with other Users, both on the Site and off the Site, whether during the use of the Service or otherwise. This includes acting civilly and reasonably on areas of the Site where Users can post feedback, comments, Content, or otherwise interact with or view the Content posted by other Users. We may publish rules pertaining to User activity and conduct on the Service and Site, and you agree to abide by all such rules.
  13. TERM AND TERMINATION.
    1. These Terms shall be in effect for as long as you use the Service and Site in any manner.
    2. You may terminate the application of these Terms toward you at any time by discontinuing any and all use of the Service and Site and deleting your Account. You acknowledge that upon such discontinuing of your use of the Service and Site and deleting your Account, we may decide, at our sole and absolute discretion, to delete and/or no longer maintain any Content that you have provided us. You hereby acknowledge and agree that we are in no way liable for any damage that this action or omission may cause you.
    3. We may terminate the application of these Terms toward you at any time by deleting your Account and removing your right of access to the Service and Site, at our sole and absolute discretion, which may be exercised with or without reason or cause. Further, we reserve the right to suspend, deactivate, limit, or otherwise restrict your Account and your access to the Service or Site, in whole or in part, at our sole and absolute discretion, which may be exercised with or without reason or cause. You hereby acknowledge and agree that we are in no way liable for any damage that this action or omission may cause you.
    4. In conjunction with the foregoing and not as an exclusion, your Account will terminate, and your access to the Service and Site will be discontinued, immediately upon any termination of the application of these Terms toward you.
    5. Sections 1.5, 1.6, 2.2, 3.3, 3.6, 4.5, 4.6, 5. 6.7, 7, 8, 9, 10, 12, 13.5, 14, and 15 shall survive any termination of these Terms.
    6. After the termination of these Terms toward you on any ground, you, as a HomeCook, shall return to us in a reasonable time any unused containers that we have provided to you as part of our Service.
  14. DISPUTE RESOLUTION: NEGOTIATION, MEDIATION, ARBITRATION.
    1. There may be disputes between you and us during your use of our Service and Site. Before starting mediation or arbitration as provided by these Terms, you and we agree to seek an informal, friendly resolution to the dispute. If after a good faith effort to negotiate you or we feel the dispute has not and cannot be resolved informally, you and we agree to start mediation as the next step of seeking to resolve our dispute.
    2. Mediation shall be performed by one neutral mediator, to be selected from the pool of mediators provided by ADR Services, Inc. (http://www.adrservices.com). You shall put forth three candidates for neutral mediator, and the final neutral mediator will be decided by us. Before starting mediation, the party seeking mediation shall notify the other in writing. If after a good faith effort to mediate you or we feel the dispute has not and cannot be resolved through mediation, you and we agree to submit the dispute to binding arbitration as the next step of seeking to resolve our dispute.
    3. Arbitration will be administered by the American Arbitration Association (https://www.adr.org) using its specially designed Consumer Arbitration Rules. Notwithstanding anything to the contrary, such arbitration shall be held in Los Angeles, in English. Before starting arbitration, the party seeking arbitration shall notify the other party in writing. You and we mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the Service and Site (collectively, Disputes) will be settled by binding arbitration (Arbitration Agreement), subject to these Terms. If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and we agree that the arbitrator will decide that issue.
    4. You and we each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
    5. 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 with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
    6. You and we acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
    7. You and we acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and we both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.
  15. GENERAL TERMS.
    1. Entire Agreement. These Terms constitute the entire agreement between you and us. All prior agreements, understandings, and communications, whether written or oral, express or implied, that relate to the matters contemplated herein shall be deemed to be merged herein and superseded hereby.
    2. Amendment. These Terms may be modified unilaterally by us, at our sole and absolute discretion. You will be put on notice of such change by means of email at the email address you then have on file with us, if any (in the case an email address is not present or is malfunctioning for any reason, you hereby waive your right to notice via email hereunder), and the modification will enter into effect within thirty (30) days of such email notice; however, any modified Terms shall be effective immediately for new users of the Service and Site. Should any such modification be unacceptable for you, your sole and exclusive remedy will be discontinuing your use of the Service and Site and deleting your Account; continuing to use the Service and Site and maintaining your Account shall be construed as acceptance of any modification to these Terms.
    3. Waiver of Breach. The waiver by any party of a breach of any provision of these Terms by the other party shall not operate or be construed as a waiver of any subsequent breach by such other party.
    4. Severability. If any provision of these Terms, including the Arbitration Agreement, shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a competent tribunal or adjudicator finds that any provision of these Terms is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
    5. No Assignment. These Terms shall be binding on the parties and their successors and permitted assigns. You shall not assign, transfer, or delegate any of your rights, duties, or obligations under these Terms, or any part thereof, whether by operation of law or otherwise, without our prior written consent, which may be withheld, conditioned or delayed in our sole and absolute discretion. Any assignment in violation of this section shall be void.

Applicable Law and Choice of Forum. These Terms shall be construed in accordance with the Federal Arbitration Act and California substantive law. Any Dispute arising hereunder shall be governed exclusively by the laws of the State of California, including the law of the Ninth Circuit, if applicable, without regard to its conflicts of law principles. You irrevocably and unconditionally agree that you are and will continue to be subject to the exclusive jurisdiction of the state courts of the State of California in Los Angeles County and subject to service of process in the State of California. You shall not commence any litigation in any court other than the state courts of the State of California in Los Angeles County, and you waive any objection to the venue of any such litigation being the state courts of the State of California in Los Angeles County.

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