Terms of Service for Kitchens

Kitchen2Tables Terms of Service for Kitchens

Date:  September 28, 2019

This Terms of Service document is a legal agreement (“Agreement”) between your kitchen business and Kitchen2Tables, Inc. (“K2T,” “we,” “us,” or “our”).   THE AGREEMENT COVERS THE TERMS AND CONDITIONS UNDER WHICH YOU USE THE K2T WEBSITE (the “Site”), the K2T MOBILE APPLICATION (“App”), AND/OR THE K2T ONLINE MARKETPLACE SERVICE (the “Service”).  CAREFULLY READ ALL OF THE AGREEMENT’S TERMS AND CONDITIONS BEFORE ENROLLING AS A REGISTERED USER OF THE SERVICE AND/OR VIEWING THE SITE. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO USE THE SITE OR THE SERVICE, AND ANY ACCESS BY YOU SHALL CONSTITUTE UNAUTHORIZED ACCESS.  BY CHECKING THE BOX NEXT TO “I Accept” WHEN REGISTERING FOR THE SERVICE AND/OR USING THE SITE, YOU ARE DEEMED TO HAVE AGREED TO THIS AGREEMENT. YOU ACKNOWLEDGE THAT THIS AGREEMENT IS AS ENFORCEABLE TO THE SAME EXTENT AS ANY WRITTEN AGREEMENT ON PAPER SIGNED BY YOU.

  • DISPUTES WILL BE ARBITRATED; NO CLASS ACTIONS.  YOU ACKNOWLEDGE THAT THIS AGREEMENT, IN SECTION 23 BELOW,  CONTAINS AN AGREEMENT TO ARBITRATE DISPUTES BETWEEN YOU AND K2T.  EXCEPTED FOR LIMITED EXCEPTIONS, THIS AGREEMENT TO ARBITRATION WILL REQUIRE THAT YOU AND K2T SUBMIT DISPUTES BETWEEN US TO BINDING AND FINAL ARBITRATION.  THIS AGREEMENT TO ARBITRATE COVERS CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU ENTERED INTO THIS AGREEMENT WITH K2T. YOU HAVE THE RIGHT TO OPT OUT OF THE ARBITRATION AGREEMENT.  UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (a) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST K2T ON AN INDIVIDUAL BASIS, AND NOT AS APLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (b) YOU ARE WAIVING YOUR RIGHT TO PURSUE CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND YOU ARE WAIVING YOUR RIGHT TO HAVE A JURY TRIAL ON YOUR CLAIMS.
  • The Service; Eligibility for Enrollment; Independent Status.
    • K2T’s sharing economy online marketplace Service connects businesses looking to start a microenterprise home kitchen operation (“MEHKO”) for selling meals prepared by talented cooks to customers looking for new food choices.  When food customers seek food choices, K2T refers kitchens to them offering food options that may interest them. Customers ready to make a purchase use K2T’s Service to pay for the food. K2T is not itself a kitchen or in the food business.  Preparing food is not part of K2T’s regular business. Rather, K2T is an online referral platform to connect kitchens with food customers.
    • Use of the K2T Service is void where prohibited.
    • K2T does not do business with individual cooks.  Instead, it does business only with kitchen businesses, which may be a sole proprietor, a partnership, a corporation, a limited liability company, or other form of business organization.
    • To become a kitchen user of the Service, you must be an authorized representative of the kitchen, you must be at least 18 years of age, your kitchen business must have a current microenterprise home kitchen operation permit, and your business must have a current insurance policy or policies with coverages that meet the requirements in Section 9(d).  Your business must also have kitchen facilities that meet MEHKO requirements in accordance with state, county, and local standards. Your business must also have a current business license from your local city or municipality and be qualified as a business under California law and, to the extent necessary under California law, registered with the California Secretary of State.
    • Your business and its employees or contractors shall perform the provisions of this Agreement as independent contractors and shall not be considered agents of K2T, nor shall you or any of your business’s employees or contractors be considered employees of K2T.  Your business is solely responsible (i) for the safety and supervision of its employees and contractors, (ii) for the payment of wages, salaries, and other amounts due to its employees or contractors in connection with your operations, (iii) for all reports and obligations respecting its employees and contractors relating to social security, Federal, State and local personal income tax and withholding, payroll taxes, unemployment and disability insurance, worker’s compensation, and similar matters.  Nothing contained in this Agreement shall be construed to (i) constitute the parties as “partners” within the meaning of the law of partnership, joint venturers, co-owners, or otherwise as participants in a joint or common undertaking, or (ii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.
    • Your business is solely responsible for the performance of this Agreement, and shall receive no assistance, direction, or control from K2T.  You will have sole discretion and control of your kitchen operations and and the manner in which your business operates its kitchen.
    • Your business must supply, at its sole expense, all appliances, equipment, tools, utensils, materials, ingredients, and other supplies needed to perform its kitchen operations.
    • Your business is free to perform kitchen operations and prepare food for individuals or businesses other than K2T without restriction, including any other referral agency.
    • Your own business is responsible for its own profits or losses.  Your business may set fees for the food your business prepares within its sole discretion.
  • Enrollment.  After you enter into this Agreement on behalf of your kitchen business, K2T will contact you to complete the enrollment and registration process.  K2T will review your kitchen’s MEHKO permit, view your kitchen facilities, and interview you. You must provide enrollment information to K2T about your facilities and operations that is accurate, current, and complete.  K2T is entitled to approve or reject your kitchen’s permit, kitchen facilities, and operations in its sole discretion. K2T will notify you by email upon approval or rejection of your enrollment. If K2T rejects your enrollment, this Agreement will terminate without liability on the part of K2T.
  • Providing The K2T Service.  If K2T approves your enrollment, K2T will provide you access to K2T’s online marketplace Service during the term of this Agreement.  As part of the Service, your kitchen will have a listing on the Site and App in the name of your business. K2T is entitled to add, discontinue, or change portions of the Service, without liability to you or any third party.
  • Fees.  After your business prepares each meal and informs K2T via the Service that the food customer has received it, K2T will pay your business the cost of the meal less K2T’s fee.  Your business is paid by the meal, not by the amount of time you or others in your business do work.
  • Privacy.  K2T is committed to maintaining the privacy of your personal information.  K2T protects the privacy of its users, as described in its Privacy Policy, linked here.  This Agreement, your use of the Site, App, and Service are subject to the K2T Privacy Policy, which is incorporated by reference in this Agreement.
  • Support.  Although K2T seeks to maximize the availability of the Site and Service, on behalf of your business, you acknowledge that the Site or Service may be unavailable if K2T or its service providers are maintaining or upgrading the Site or Service, or if other Site or Service outages occur.  K2T cannot guarantee that the Site and Service will be available 100% of the time. K2T will provide reasonable support for the Site and Service by email, but has no obligation to provide any other support.
  • Content.
    • “User Content” means text, images, graphics, video, sound, music, links, software, and other information generated or placed on the Site, App, or Service by you, someone in your business, or someone using your account.
    • “K2T Content” means text, images, graphics, video, sound, music, links, software, and other information generated or placed on the Site, App, or Service by K2T or its licensors.
  • Your Kitchen’s Obligations.
    • “California Retail Food Code” means Part 7 of Division 104 of the California Health & Safety Code.  “MEHKO Law” means Chapter 11.6 of the California Retail Food Code (Health & Safety Code Sections 114367-114367.6).  “Retail Food Code Requirements” means all applicable requirements of, Chapters 1 to 9 inclusive of the California Retail Food Code (Health & Safety Code Sections 113700-114289.5), Chapter 12.6 of the California Retail Food Code (Health & Safety Code Section 114377), and Chapter 13 (Health & Safety Code Sections 114380-114437), except as otherwise provided in the MEHKO Law.
    • Your business must maintain kitchen facilities and food safety practices that meet all applicable MEHKO state, county, and local standards (including but not limited to the MEHKO Law and Retail Food Code Requirements), your business must maintain a safe environment for meal pickups free of hazards, and your business must not act or fail to act in any way that may lead to food poisoning, bodily injury, or other harm or injury to third parties, including but not limited to food customers.
    • Your business must maintain a MEHKO permit and keep it current and in force during the term of this Agreement.
    • Your business must maintain the following insurance coverages during the term of this Agreement:  (i) commercial general liability insurance with bodily injury and property damage limits of not less than $1 million per occurrence and $2 million general aggregate, and (ii) food contamination insurance with a limit of not less than $25,000.  Your business must have an “additional insured” endorsement from your business’s insurance carrier naming K2T, and its officers, directors, shareholders, employees, agents, and assigns as additional insureds under that insurance policy. Your business must arrange for its insurance carrier to provide K2T a 30-day notice of cancellation or non-renewal of coverage under its insurance policy.  If it is consistent with its insurance policy, on its own behalf and on behalf of anyone claiming through your business, by way of subrogation or otherwise, your business hereby waive your business’s right of recovery against K2T for any loss insured by the foregoing insurance now or hereafter existing for your business’s benefit but only to the extent of the net insurance proceeds payable under such policy or policies.  Your business must obtain any special endorsements required by its insurer to evidence compliance with the aforementioned waiver. Upon request, your business must provide a certificate of insurance to K2T. Failure to maintain this insurance coverage is a violation of the Agreement, and K2T is entitled to terminate the Agreement for such failure.
    • You must maintain the security of your password, and must not share account access with anyone else.  You must also inform K2T immediately by email sent to support@Kitchens2Tables.com, if you have reason to believe that the security of your password has been compromised.  You must update your account to make sure K2T always has accurate, current, and complete account information from you.
    • Your business must maintain kitchen facilities that meet state, county, and local MEHKO standards.
    • Your business is free to decline to accept an order without restriction or penalty.  However, if your business accepts an order for a meal, your business must prepare the meal in accordance with the description of the meal posted to the Service and, when the meal is completed, report to the Service that the meal is ready for pickup.  Once the meal has been picked up, your business must update the order status using the Service to show it has been delivered.
    • Payments are distributed to your business approximately once a week.  K2T withholds a 20% fee from payments as compensation for providing the Service to your business.
    • Although your business may a cancel a meal before its expected completion up until 9 a.m. local time on the delivery date, cancellation of a meal means that your business must pay a cancellation fee, which is a portion of the fee paid by the food customer for the meal consisting of the cost of processing the refund to the customer.  The cancellation fee is 2.9% of the price of the meal plus $0.33. K2T will set off such cancellation fees from future payments to your business.
    • Your business hereby grants K2T a royalty-free, worldwide, non-exclusive irrevocable license to reproduce, distribute, and publicly perform and display the User Content provided via your business’s account in connection with use of the Site, App, or Service, and to make derivative works and compilations of such User Content for purposes of displaying it on the Site or App.
    • Your business must not generate or place any User Content on the Site, App, or Service unless your business has the rights or permissions to do so.  Your business must not generate or place any User Content on the Site, App, or Service that is or may be false or misleading.
    • Your business must not:
      • Obtain or attempt to obtain unauthorized access to the accounts of other users or to K2T’s servers;
      • Impersonate another user or attempt to do so;
      • Provide or submit User Content or engage in conduct on the Site, with the App, or with the Service that is pornographic, threatening, harassing, defamatory, unlawful, fraudulent, racist, bigoted, or in violation of the Intellectual Property Rights (defined below) of third parties;
      • Harvest or collect email or other contact information for the purpose of sending or initiating unsolicited communications, whether written, oral, or electronic;
      • Harvest or collect K2T Content for the purpose of creating a database of information or posting or publishing it elsewhere;
      • Use, copy, or republish the Site or K2T Content to provide services or for commercial purposes;
      • Use the Site, App, or Service to communicate any unsolicited or unauthorized advertisements, solicitations, or mass mailing, including but not limited to, communications commonly known as spam, spim, junk mail, or chain letters;
      • Violate or encourage the violation of any applicable law in your K2T Content or by your business’s conduct on the Site, with the App, or with the Service;
      • Violate the privacy rights of anyone, by posting sensitive personal information of another on the Site, on the App, or otherwise;
      • Provide or submit User Content or engage in conduct on the Site, with the App, or with the Service that falsely states or implies that such User Content or conduct is sponsored or endorsed by K2T or that your business is somehow sponsored, endorsed, or affiliated with K2T;
      • Provide or submit User Content or engage in conduct on the Site, with the App, or with the Service constituting a breach of, or threat to, the security of the Site, App, or Service, including but not limited to any electronic information containing software designed to damage or disrupt a system, such as a virus, worm, or Trojan Horse; or
      • Engage in conduct that K2T believes, in its sole judgment and discretion, inhibits or limits another user’s use or enjoyment of the Site, App, or Service.
  • Control of the Site.  K2T reserves the right to remove any User Content and to change any content on the Site or displayed by the App it believes is necessary to remove or change in the course of its administration of the Site and App in its sole discretion, including any User Content that violates Section 9.
  • Copyright Complaints.  If your business believes that any User Content or K2T Content on the Site, App, or Service violates its copyright rights, please send K2T a written, signed “take down” request notice through the link for reporting copyright complaints on the Site here or by sending a notice to K2T under Section 21 below.  Any such request must be in the form of a sworn statement made under penalty of perjury, and must include information sufficient to identify the work your business claims to have been infringed, to provide K2T with means to communicate with your business, to confirm that the use your business reports is unauthorized, and a statement that you or your business is the copyright owner or acting as a duly authorized representative of the owner.
  • Intellectual Property Rights.  “Intellectual Property Rights” means all forms of intellectual property rights and protections, now known or hereafter established, that may be obtained for, or may protect, K2T Content, User Content, the Site, the Service, or other technology, which includes, but is not limited to, all right, title, and interest in U.S. and foreign patents and patent applications; trade secret and nondisclosure rights; copyrights; authors’ rights; and trademarks, service marks, trade names, product names, and brand names.  On behalf of your business, you represent and warrant that any User Content your business generates or places on the Site, App, or Service by you, your business, or someone using your account does not violate any Intellectual Property Rights of third parties. The K2T Content and the code in the App and used to deliver the Service (collectively, “K2T Materials”) are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. K2T owns all right, title, and interest in and to the K2T Materials, and all Intellectual Property Rights in the K2T Materials shall remain the sole and exclusive property of K2T and its licensors.  Except for the usage rights your business has in the Service during the term of the Agreement, all rights are reserved by K2T. Your business must preserve and not remove any proprietary marks, legends, and copyright notices that appear in the K2T Materials, or any portion thereof. This Agreement does not grant your business any rights in connection with any trademarks or service marks of K2T.
  • K2T Warranty.  K2T warrants that the Service delivered by the Site and App meet all of K2T’s published descriptions and specifications of the Service.
  • GENERAL DISCLAIMER OF WARRANTY.  ON BEHALF OF YOUR BUSINESS, YOU ACKNOWLEDGE THAT YOUR BUSINESS’S USE OF THE SITE, APP, AND SERVICE ARE AT YOUR BUSINESS’S OWN SOLE RISK, AND YOUR BUSINESS IS SOLELY RESPONSIBLE FOR ANY DAMAGE YOUR BUSINESS CAUSES BY YOUR BUSINESS’S USE OF THE SITE, APP, OR SERVICE, ITS KITCHEN OPERATIONS, OR THE FOOD IT PREPARES.  EXCEPT AS WARRANTED IN SECTION 13, THE SITE, APP, SERVICE, AND K2T CONTENT ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTY OF ANY KIND, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, K2T AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.  YOUR BUSINESS IS ARE RESPONSIBLE FOR DETERMINING THAT THE SITE, APP, AND SERVICE MEET YOUR REQUIREMENTS, AND HAVE THE QUALITY THAT YOUR BUSINESS NEEDS, AND K2T DISCLAIMS ANY SUCH RESPONSIBILITY. K2T MAKES NO WARRANTY THAT THE SITE, OPERATION OF THE APP, AND SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, FREE OF MALICIOUS SOFTWARE, OR ERROR-FREE, THAT THE K2T CONTENT (INCLUDING BUT NOT LIMITED TO RATINGS OF KITCHENS) WILL BE ACCURATE OR RELIABLE, OR THAT ANY ERRORS IN THE SITE, APP, OR SERVICE WILL BE CORRECTED.  K2T IS NOT RESPONSIBLE FOR THE USER CONTENT ON THE SITE OR APP, CONTENT FROM OTHER USERS, OR THE ACTS OR OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY USERS OF THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.
  • DISCLAIMER REGARDING LOCAL LAW.  THIS AGREEMENT AND THE SERVICE ARE SUBJECT TO APPLICABLE LAW.  YOUR BUSINESS MUST NOT USE THE SITE, APP, OR SERVICE TO THE EXTENT THEY, OR ANY ASPECTS OF THE SERVICE, ARE PROHIBITED BY APPLICABLE LAW.
  • OTHER SPECIFIC DISCLAIMERS.
    • YOU AND YOUR BUSINESS ARE SOLELY RESPONSIBLE FOR YOUR PERSONAL SAFETY AND THE SAFETY OF OTHER WORKERS IN YOUR KITCHEN WHEN MEETING FOOD CUSTOMERS, AND YOUR BUSINESS MUST EXERCISE REASONABLE CARE WHEN YOUR OR OTHER WORKERS ARE HANDING MEALS TO FOOD CUSTOMERS.  IF YOU OR OTHER WORKERS HAVE ANY CONCERNS ABOUT PERSONAL SAFETY WHEN INTERACTING WITH FOOD CUSTOMERS, LEAVE MEALS FOR PICKUP WHILE STAYING IN A SAFE LOCATION.
    • ON BEHALF OF YOUR BUSINESS, YOU ACKNOWLEDGE AND AGREE THAT FOOD CUSTOMERS CAN RATE YOUR BUSINESS AND OTHER KITCHENS AND PROVIDE FEEDBACK ON YOUR KITCHEN’S MEALS; THAT K2T DOES NOT ATTEMPT TO EDIT OR MODERATE SUCH FEEDBACK EXCEPT TO REMOVE CONTENT THAT VIOLATES SECTION 9; AND THAT SUCH FEEDBACK MAY BE POSITIVE OR NEGATIVE AND MAY BE HELPFUL OR UNHELPFUL.  K2T IS NOT RESPONSIBLE FOR DAMAGES CAUSED BY SUCH FEEDBACK.
    • MEHKO RESTRICTIONS MEAN THAT YOUR BUSINESS IS LIMITED TO SELLNG ONLY 30 MEALS PER DAY.
    • IF YOUR BUSINESS FAILS TO PREPARE AND/OR DELIVER A MEAL AFTER AGREEING TO PREPARE AND DELIVER IT USING THE PLATFORM, AND K2T MUST PROVIDE A REFUND TO THE FOOD CUSTOMER, K2T WILL CHARGE BACK COMPENSATION K2T HAS ALREADY PAID YOUR BUSINESS PLUS A CANCELLATION FEE.  THE CANCELLATION FEE IS 2.9% OF THE PRICE OF THE MEAL PLUS $0.33. K2T WILL SET OFF THESE CHARGED BACK AMOUNTS FROM FUTURE PAYMENTS TO YOUR BUSINESS.
  • LIMITATION OF LIABILITY.  UNDER NO CIRCUMSTANCES WHATSOEVER SHALL K2T OR ITS LICENSORS BE LIABLE TO YOU, YOUR BUSINESS, OR ANY THIRD PARTY, FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; WRONGFUL DEATH OR ANY BODILY INJURY; LOST PROFITS; LOST DATA; LOST SAVINGS; OR THE COST OF PROCURING SUBSTITUTE SERVICES, EVEN IF K2T OR ONE OF ITS LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.  IN NO EVENT SHALL K2T’S LIABILITY FOR ANY AND ALL CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF OR RELATING TO, IN WHOLE OR IN PART, THIS AGREEMENT, THE SITE, THE APP, THE SERVICE, OR THE K2T MATERIALS, WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE, OR OTHERWISE, EXCEED THE GREATER OF (a) $500 OR (b) THE AMOUNT OF THE COMPENSATION K2T HAS PAID YOUR BUSINESS IN THE PRECEDING 12-MONTH PERIOD. THE FOREGOING LIMITATIONS AND EXCLUSIONS OF DAMAGES SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
  • Claims.  “Claims” mean, collectively, claims, demands, suits, losses, damages, liabilities, costs, actions, judgments, and expenses (including reasonable attorney’s fees).
  • Indemnity.  Your business must indemnify, hold harmless, and defend K2T and any parent, subsidiary, or affiliate of K2T, as well as any of their respective officers, directors, members, employees, and agents (each of whom is referred to as an “Indemnified Party”) against all Claims and any judgment, civil money penalties, fines, or settlement disbursements awarded against or incurred by any of them, as a result of or arising from:
    • Your business’s breach of any warranty or provision in this Agreement or any false representation;
    • Any violation of law by your business;
    • Any User Content your business posts on or shares using the Site or App;
    • Any and all Claims by third parties against one or more Indemnified Party:
      • Based on allegations that User Content from your business infringes upon any Intellectual Property Rights;
      • Based on allegations Relating to your business’s use of the Site, App, or Service, or your business’s acts or omissions during your business’s use of the Site, App, or Service; or
      • Based on allegations (without limiting subsection (d)(ii)):
        1. That any meal your business prepared is unsafe or defective, whether under strict product liability, negligence, breach of contract, statute, or otherwise;
        2. That your business’s acts or omissions caused wrongful death, bodily injury, property damage, or loss of use of any property; or
        3. Claiming fraud, false advertising, unfair or deceptive trade practices, defamation, or trade libel.
  • Term and Termination.  This Agreement shall remain in effect until terminated.  Your business may terminate this Agreement at any time by providing notice to K2T at support@kitchens2tables.com.  In addition, K2T shall be entitled to terminate this Agreement upon notifying your business at any time, for any or no reason, with our without prior notice or explanation, and without liability.  Without limiting the generality of the foregoing, K2T is entitled to terminate this Agreement if your business violates any term of this Agreement, if your business breaches any warranty in this Agreement, or if any representation you make is false.  After termination of this Agreement, your business must stop using the Site, App, and Service. This sentence and Sections 1, 2(e), 9(j)-(l), 10, 11, 12, 14, 15, 16, 17, 19, 21, 23, and 24 shall remain in effect even if this Agreement is terminated for any reason.
  • Notices.  All notices and communications required or permitted under this Agreement shall be in writing by email and sent to the following address:
    • If to your business:  To your email address of record
    • If to K2T:  To support@kitchens2tables.com.
    • A notice is deemed given the business day after it is emailed.
  • Changes to the Agreement.  K2T may, from time to time, make changes to this Agreement by posting a new Agreement to its Site and App.  Your continued use of the Site, App, or Service after posting of the new Agreement constitutes your acceptance of the changes to the Agreement.  If your business does not agree to changes to the Agreement, your business must terminate this Agreement, and discontinue use of the Site, App, and Service.
  • Agreement to Arbitrate.
    • ANY DISPUTE, CLAIM, OR CONTROVERSY (collectively, “Claims”) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SITE, THE APP, OR THE SERVICE, OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, OR VALIDITY OF THE AGREEMENT, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY BINDING ARBITRATION, WHICH SHALL BE THE SOLE AND EXCLUSIVE FORUM FOR ADJUDICATING ANY SUCH CLAIMS.  Arbitration will be administered by JAMS, Inc. pursuant to its Streamlined Arbitration Rules and Procedures (the “Rules”) by a single arbitrator appointed in accordance with the Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be Santa Clara County, California U.S.A. The language of the arbitration shall be English.
    • Nothing in this Agreement shall be construed to preclude a party from bringing an individual action in small claims court.
    • Nothing in this Agreement shall be construed to preclude a party from seeking injunctive relief, damages, or other relief based on a breach of Section 12, or an infringement of a party’s Intellectual Property Rights.
    • Except for small claims court suits permitted under subsection (b), the parties irrevocably consent to the jurisdiction of the federal and state courts located in Santa Clara County, California U.S.A. for the purpose of resolving any action at law or in equity not subject to arbitration arising out of or relating to this Agreement, or brought by party arising out of or relating to such Intellectual Property Rights or a breach of Section 12.
    • To the maximum extent permitted by applicable law, each party agrees to waive the right to trial by jury, each party agrees that no arbitration or claim under this Agreement shall be joined with any other arbitration or claim, no class arbitration proceedings shall occur, and each party waives any rights to class arbitration.
    • The arbitrator’s award will state the essential findings of fact and conclusions or law upon which the arbitrator based the award.  The arbitrator’s award of damages must be consistent with Section 17, which limits the categories and amounts of damages for which a party may be liable.  The arbitrator will have the authority to award attorney’s fees to the prevailing party in the arbitration award.
    • The parties may vary the dispute resolution procedures in this section by a later written agreement.
    • Your business is entitled to opt out of the terms of this Agreement to Arbitrate in this Section 23 or any amendment to this Section 23 by sending a written notice to K2T at support@kitchens2tables.com within thirty days after first becoming subject to this Agreement to Arbitrate in Section 23 or any amendment of it under Section 23.  Opting out of an amended version of this Agreement to Arbitrate does not affect your business’s agreement to arbitrate disputes under this Section 23 before the date K2T receives your opt out notice. Your business must provide a contact name, email address associated with your business’s account, postal address, and user name. Opting out of the Agreement to Arbitrate in this Section 23 shall not affect any other section of this Agreement.
  • Miscellaneous.  This Agreement shall be governed by the internal laws of the State of California without giving effect to its conflicts of laws principles.  This Agreement constitutes the entire agreement and understanding between the parties and supersedes all prior agreements, whether oral or written, between the parties with respect to the subject matter of this Agreement.  Except as set forth in Section 22, no amendment, modification, or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by you or other representative on behalf of your business and an authorized representative of K2T.  The unenforceability of any provision or provisions of this Agreement shall not render unenforceable or impair its remainder. If any provision of this Agreement is deemed invalid or unenforceable in whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary, the invalid or unenforceable provision to render it valid, enforceable, and, insofar as possible, consistent with the original intent of the parties.  The headings in this Agreement are solely for the convenience of reference and shall not be given any effect in the construction or interpretation of this Agreement. K2T may assign this Agreement any successor in interest. Your business may not assign this Agreement or delegate its duties under this Agreement. This Agreement will be binding upon, and inure to the benefit of K2T, your business, and their respective permitted successors and assigns, as well as your heirs and representatives if you are a sole proprietor.