Last Updated: August 1, 2019
WoodSpoon, Inc. (“WoodSpoon,” “we,” “us,” “our”) provides its services (described below) to you through its website located at https://www.eatwoodspoon.com (the “Site”) and through its mobile applications and related services (collectively, such services, including any new features and applications, and the Site, the “Service(s)”), subject to the following Terms of Service (as amended from time to time, the “Terms of Service”). We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. If you do not agree to abide by these or any future Terms of Service, do not use or access (or continue to use or access) the Service.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST WOODSPOON ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
Access and Use of the Service
Services Description: The Service is a technology platform that provides an online marketplace in which personal chefs, caterers and other individuals list, offer, and sell food items to the general public. Users who purchase food items through the Service are "Customer(s)," and users who list, prepare and sell food items through the Service are "Chef(s)." A user may be both a Customer and Chef. All purchases are made directly (and any contract for purchase and sale is) between the Customer and Chef.
WoodSpoon offers a marketplace, it is not itself a Chef. The Service includes pricing assistance and delivery, but we are not a party to any purchase or sales transaction. We may also help facilitate the resolution of disputes between our Customers and Chefs, but WoodSpoon has no control over and does not guarantee (a) the existence, quality, safety, authenticity, or legality of food items offered or sold on the Service; (b) the truth or accuracy of a Chef’s content or listings on the Service; (c) the ability of a Chef to sell food items through the Service and deliver food items within required delivery windows; (d) the ability of Customers to pay for food items purchased through the Service; or (e) that a Customer or Chef will actually complete a transaction, effectuate trouble-free delivery and shipping, or return a food item through the Service.
Each Chef is solely responsible for complying with all applicable laws, rules and regulations and standards, including but not limited to those pertaining to the preparation, sale, marketing, and packaging of all food items ordered through WoodSpoon, and updating details and prices relating to the food items offered. Each Chef is solely liable for the quality, safety, and freshness of its products, and WoodSpoon does not verify the credentials, representations, products, services or prices offered by any Chefs, and does not guarantee the quality of the product or services, or that Chefs or food items comply with applicable laws. WoodSpoon will not be liable or responsible for any food items provided by Chefs that are a cause of injury or that do not meet your expectations in any manner.
Member Account and Security: You are responsible for maintaining the confidentiality of your account, if any, and are fully responsible for any and all activities that occur under your account. You agree to (a) immediately notify WoodSpoon of any unauthorized use of your account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. WoodSpoon will not be liable for any loss or damage arising from your failure to comply with this Section.
Modifications to Service: WoodSpoon reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that WoodSpoon shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
General Practices Regarding Use and Storage: You acknowledge that WoodSpoon may establish general practices and limits concerning use of the Service. You agree that WoodSpoon has no responsibility or liability for the deletion or failure to store any data or other content maintained or transmitted by the Service. You acknowledge that WoodSpoon reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that WoodSpoon reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Mobile Services: The Service may include certain services that are available via a mobile device, including (i) the ability to upload content (including food items options or Chef or Customer information) to the Service via a mobile device, (ii) the ability to browse the Service and the Site from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding WoodSpoon and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your WoodSpoon account information to ensure that your messages are not sent to the person that acquires your old number. You acknowledge and agree that your use of the Service must be in accordance with the usage rules established by your mobile device platform or service provider.
By registering for and using WoodSpoon and providing your contact information, you are consenting to be contacted by WoodSpoon or any of its business partners by telephone, text message (which may be automated), email, fax, telephone or any means, even if you have opted in to the National Do Not Call List, any state equivalent Do Not Call List or the internal Do Not Call List of any company. In the event you no longer want to receive communications from WoodSpoon or its business partners, you can opt-out by emailing email@example.com
Conditions of Use
User Conduct: You are solely responsible for all descriptions, pictures, listings, information, data, text, music, sound, graphics, video, messages or other materials (“Content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Service. The following are examples of the kind of content and/or use of the Service that is illegal or prohibited by WoodSpoon. WoodSpoon reserves the right to investigate and take appropriate legal action against anyone who, in WoodSpoon’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:
sell, post or otherwise transmit any content or information relating to a food items offering or any other content that (i) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another‘s privacy, hateful racially, ethnically or otherwise objectionable; (ii) you do not have a right to sell or transmit under any law or under contractual or fiduciary relationships; (iii) poses or creates a privacy or security risk to any person; (iv) infringes any intellectual property or other proprietary rights of any party; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "contests," "sweepstakes," or any other form of solicitation; (vi) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (vii) in the sole judgment of WoodSpoon, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose WoodSpoon or its users to any harm or liability of any type;
impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
solicit personal information from anyone under the age of 18;
harvest or collect email addresses or other contact information of other users from the Service or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
advertise or offer to sell or buy any goods or services other than food items intended to be prepared, sold and purchased through the Service;
use the Service to request, make or accept food items independent of the Service, to circumvent any fees that would otherwise apply to such transaction;
interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
violate any applicable local, state, national or international law, or any regulations having the force of law;
engage in any activities that violate the Telephone Consumer Protection Act, 47 U.S.C. § 227 et seq. and its regulations at 47 C.F.R. § 64.1200; the Do-Not-Call Implementation Act, 15 U.S.C. § 6101 et seq.; or any similar anti-spam, data protection, or privacy legislation in any jurisdiction;
further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.
Chef’s Facilities: In addition to the foregoing conduct restrictions, to the extent you are a Chef, you represent and warrant that your use of the Services to market, advertise and sell food items does not violate any applicable law or regulation, you further represent and warrant that you are in compliance with the terms of WoodSpoon, which requires that:
You have successfully (i) passed an approved and accredited food safety certification examination, (ii) passed an inspection
Your food items are prepared, cooked and served to Customers on the same day;
Your food items are consumed offsite if the food delivered within a safe time period;
Your food items preparation does not involve processes that require or handle raw milk or require a HACCP plan;
Your food items do not include raw oysters;
Ingredients and Allergens: For any particular Meal and related content posted using the Service, a Chef shall provide a comprehensive list of ingredients contained in or otherwise used to prepare the Meal, including any known allergens. WoodSpoon is not responsible for the accuracy of the information and labeling of Meals delivered to Customer. Customers should be advised that Meals may be prepared in facilities using the same equipment that is used to prepare Meals containing other allergens even if the allergen is marked as being absent from the food. WoodSpoon shall not be liable for any illness, health problem, or other damages that may result from any order or consumption of any Meals and related items purchased through the Service.
Customer Review Guidelines: To the extent you are a Customer, WoodSpoon may allow you to upload content and leave reviews regarding your purchase of food items. WoodSpoon may accept, reject or remove reviews and any associated content in its sole discretion. WoodSpoon has absolutely no obligation to screen or to delete reviews or associated content, even if anyone considers reviews objectionable or inaccurate. Those Customers posting reviews should comply with the following criteria: (1) reviewers should have firsthand experience with the person/entity being reviewed; (2) reviews should not contain: offensive language, profanity, or abusive, racist, or hate language; discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation or disability; or references to illegal activity; (3) reviewers should not be affiliated with competitors if posting negative reviews; (4) reviewers should not make any conclusions as to the legality of conduct; and (5) reviewers may not post any false statements or organize a campaign encouraging others to post reviews, whether positive or negative. Reviews are not endorsed by WoodSpoon and do not represent the views of WoodSpoon or of any affiliate or partner of WoodSpoon. WoodSpoon does not assume liability for any review or for any claims, liabilities or losses resulting from any review. Any review you post will be considered User Content (as defined below).
Marketplace Risk: WoodSpoon is not affiliated with or endorsed by any Chef, restaurant or other meal preparation service made available through the Service. Beyond its capacity as a marketplace and technology platform, WoodSpoon is not involved in any transaction between Customers and Chefs, and does not act as a Customer, Chef (or affiliate for a Customer or Chef) or broker with respect to any transactions. There are risks that you assume when dealing with other users (including those who may be acting under false pretenses) and all of these risks are borne by you, and not WoodSpoon. We encourage you to use the various functionalities of the Service (e.g., Chef profiles, meal options, and user reviews) to help evaluate the user with whom you are dealing.
Chefs as Independent Contractors: Users of the Service acting in the capacity of a Chef do so in their personal capacity as an independent contractor and not as an employee of WoodSpoon. As a Chef, you agree that: (i) you will accept any directions issued by WoodSpoon pertaining to the goals to be attained and the results to be achieved by Chefs generally, but you shall be solely responsible for the manner and hours in which your services are performed; (ii) you are responsible for and will comply with all applicable laws and registration requirements, including those applicable to independent contractors and maximum working hours regulations; (iii) these Terms of Service do not create an association, joint venture, partnership, franchise, or employer/employee relationship between you and WoodSpoon, or you and a Customer; (iv) you will not represent yourself as an employee or agent of WoodSpoon or any Customer; (v) you will not be entitled to any of the benefits that a WoodSpoon may make available to its employees, such as vacation pay, sick leave, and insurance programs, including group health insurance or retirement benefits; and (vi) you are not eligible to recover contributor's compensation benefits in the event of injury. As a Chef, you will not engage a Customer in any way that may jeopardize your status as an independent contractor.
WoodSpoon does not control the behavior of users of the Service or the information or User Content (defined below) provided by other users. As a result, WoodSpoon does not guarantee or endorse the legality, authenticity, quality, or safety of any food items offered or sold, the truth or accuracy of any listings, or the ability of Chefs to sell Meals or of Customers to buy Meals. We do not assure that all transactions will be completed. Additionally, WoodSpoon does not guarantee the ability or intent of users to fulfill their obligations in any transactions. WoodSpoon reserves the right to delay the completion of any transaction for a reasonable period of time for purposes of fraud detection and otherwise protecting WoodSpoon and its users from illegal or wrongful activities or other violations of these Terms of Services.
Special Notice for International Use; Export Controls: Software (defined below) available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.
Commercial Use: Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
Purchase and Sale Transactions
Fees: Registering for the Service is free; however, WoodSpoon charges certain fees for various transactions effected through the Service. Unless otherwise stated, all fees are quoted in U.S. dollars.
Taxes; Shipping Costs; Customer Responsibility: Meals purchased by and delivered to Customers in locations in the U.S. may be subject to applicable state or local sales or use tax, privilege tax or similar transaction-based taxes required in the food services industry of a particular location ("Taxes"). The amount of Taxes is based on a number of factors, including but not limited to a Customer’s designated delivery address, and/or the location of the Chef.
Customers are responsible for paying to a Chef the applicable purchase price for a purchased Meal, as well as any delivery costs and paying applicable Taxes associated with the purchase and sale of any Meals through the Service. Delivery costs and Taxes attributable to the sale of any Meals are not included in the listed price for any Meals listed by Chefs through the Service but will be displayed to Customers before confirmation of any purchase.
Chefs are responsible for paying WoodSpoon’s commission as well as their own taxes imposed or measured by such Chef’s net income, net profits, income, profits, and/or revenues associated with the sale of any Meals through the Service.
Fee Modifications: WoodSpoon reserve the right to change or discontinue, temporarily or permanently, some or all of the fees for the Service. Any change will be effective upon posting of a revised Fee Policy. Your continued use of the Service after the fee change becomes effective constitutes your agreement to pay the changed amount.
Promotions; Credits: WoodSpoon may from time to time offer Customers certain promotions or credits towards the purchase of Meals, and Customers may use such promotions or credits in accordance with their terms. Depending on the type of promotion or credit used, it may reduce the amount of taxes that apply to a Customer’s order. The application of the promotion or credit will be reflected at the time of checkout and on the receipt of purchase.
Payment processing services for Customers or Chefs on WoodSpoon are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this agreement or continuing to operate as a Customer or a Chef on WoodSpoon, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of WoodSpoon enabling payment processing services through Stripe, you agree to provide WoodSpoon accurate and complete information about you and your business, and you authorize WoodSpoon to share it and transaction information related to your use of the payment processing services provided by Stripe.
Third-Party Distribution Channels
WoodSpoon offers Software applications that may be made available through the Apple App Store, Android Marketplace or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Service are between you and WoodSpoon only, and not with the Distribution Channel. To the extent that you utilize any other third party products and services in connection with your use of WoodSpoon’s Services, you agree to comply with all applicable terms of any agreement for such third party products and services.
With respect to Software that is made available for your use in connection with an Apple-branded product (such Software, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:
WoodSpoon and you acknowledge that these Terms of Service are concluded between WoodSpoon and you only, and not with Apple Inc. (“Apple”), and that as between WoodSpoon and Apple, WoodSpoon, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App Store Terms of Service.
Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS Product that you own or control, as permitted by the Usage Rules set forth in the App Store Terms of Service.
Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be WoodSpoon’s sole responsibility, to the extent it not be disclaimed under applicable law.
WoodSpoon and you acknowledge that WoodSpoon, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software 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 Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between WoodSpoon and Apple, WoodSpoon, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
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.
If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to firstname.lastname@example.org
WoodSpoon and you acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms of Service with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you with respect to the Apple-Enabled Software as a third party beneficiary thereof.
Intellectual Property Rights
Service Content, Software, and Trademarks: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by WoodSpoon, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service, you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by WoodSpoon from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of WoodSpoon, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by WoodSpoon.
The WoodSpoon name and logos are trademarks and service marks of WoodSpoon (collectively the “WoodSpoon Trademarks”). Other WoodSpoon, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to WoodSpoon. Nothing in this Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of WoodSpoon Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of WoodSpoon Trademarks will inure to our exclusive benefit.
Third-Party Material: Under no circumstances will WoodSpoon be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that WoodSpoon does not pre-screen content, but that WoodSpoon and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, WoodSpoon and its designees will have the right to remove any content that violates these Terms of Service or is deemed by WoodSpoon, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
User Content Transmitted Through the Service: With respect to the content or other materials you upload through the Service or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any User Content you hereby grant and will grant WoodSpoon and its affiliated companies a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Service or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service (“Submissions”), provided by you to WoodSpoon are non-confidential and non-proprietary, and WoodSpoon will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that WoodSpoon may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of WoodSpoon, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Copyright Complaints: WoodSpoon respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify WoodSpoon of your infringement claim in accordance with the procedure set forth below.
WoodSpoon will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to WoodSpoon’s Copyright Agent at email@example.com (Subject line: “DMCA Takedown Request”). You may also contact us by mail at:
5 West 91st St
New York, NY 10024
To be effective, the notification must be in writing and contain the following information:
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:
your physical or electronic signature;
identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or misidentification of the content; and
your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal courts located within the District of New York and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, WoodSpoon will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, WoodSpoon has adopted a policy of terminating, in appropriate circumstances and at WoodSpoon's sole discretion, users who are deemed to be repeat infringers. WoodSpoon may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement
The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. WoodSpoon has no control over such sites and resources and WoodSpoon is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that WoodSpoon will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third-party, and you agree that WoodSpoon is not liable for any loss or claim that you may have against any such third party.
In addition, WoodSpoon is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with third party services. As such, WoodSpoon is not liable for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party service. WoodSpoon enables these features merely as a convenience and the inclusion of such features does not imply an endorsement or recommendation.
Indemnity and Release
You agree to release, indemnify and hold WoodSpoon and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee.
Disclaimer of Warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WOODSPOON EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
WOODSPOON MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WOODSPOON WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WOODSPOON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL WOODSPOON’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID WOODSPOON IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
Dispute Resolution By Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
a. Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and WoodSpoon, whether arising out of or relating to this Terms of Service (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Terms of Service, you and WoodSpoon are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND WOODSPOON AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WOODSPOON AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
c. Pre-Arbitration Dispute Resolution
WoodSpoon is always interested in resolving disputes amicably and efficiently, and most customer concerns are resolved quickly and to the customer’s satisfaction by emailing customer support at firstname.lastname@example.org. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to WoodSpoon should be sent to 5 West 91st St, Suite 2E, New York, NY 10024 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If WoodSpoon and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or WoodSpoon may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by WoodSpoon or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or WoodSpoon is entitled.
d. Arbitration Procedures
The arbitration will be conducted by a neutral arbitrator in accordance with the Ameri Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes be found at the AAA’s consumer arbitration page,http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator award the same damages and relief on an individual basis that a court award to an individual under the Terms of Service and applicable law. Decisions by the arbitrator are enforceable in a court and may be overturned by a court only for very limited reasons.
Unless WoodSpoon and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, WoodSpoon agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, WoodSpoon will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, WoodSpoon will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, WoodSpoon will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.
h. Future Changes to Arbitration Agreement
Notwithstanding any provision in this Terms of Service to the contrary, WoodSpoon agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending WoodSpoon written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
You agree that WoodSpoon, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if WoodSpoon believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Service, may be referred to appropriate law enforcement authorities. WoodSpoon may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that WoodSpoon may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that WoodSpoon will not be liable to you or any third party for any termination of your access to the Service.
You agree that you are solely responsible for your interactions with any other user in connection with the Service and WoodSpoon will have no liability or responsibility with respect thereto. WoodSpoon reserves the right but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
These Terms of Service constitutes the entire agreement between you and WoodSpoon and govern your use of the Service, superseding any prior agreements between you and WoodSpoon with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party content or third party software. These Terms of Service will be governed by the laws of the State of New York without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and WoodSpoon agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within New York County, New York. The failure of WoodSpoon to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms of Service without the prior written consent of WoodSpoon, but WoodSpoon may assign or transfer this Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service.
Questions? Concerns? Suggestions?
Please contact us at email@example.com to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Service.