Terms of Service for Food Customers

Kitchen2Tables Terms of Service for Food Customers

Date:  October 4, 2019

This Terms of Service document is a legal agreement (“Agreement”) between you (“you” or “your”) 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.  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.
  • The K2T Service.  After you enroll, K2T will provide you access to K2T’s online marketplace Service during the term of this Agreement.  The Service allows you to place orders for food with a kitchen. KITCHENS MAY A CANCEL A MEAL BEFORE ITS EXPECTED COMPLETION UP UNTIL 9 A.M. LOCAL TIME ON THE DELIVERY DATE.  K2T is entitled to add, discontinue, or change portions of the Service, without liability to you or any third party.
  • Fees.  Kitchens charge fees for food they provide.  You must pay the kitchen using K2T’s payment service for a food order before the Service will schedule a food order for pickup.  K2T transmits payment to the kitchen, less K2T’s platform fee.
  • Cancellation: K2T will refund your payment:
    • In full if you choose to cancel the order at least two days ahead of the delivery date OR the kitchen cancels the order without making an alternative arrangement with you after 9 a.m. local time on the delivery date;
    • Partial refund if it is one day before the delivery date
    • No refund if you cancel the day of delivery
    • You have reason to believe the food is unsafe or not the item that you ordered;
    • If, for any reason, you are dissatisfied with your food order, provided that K2T is entitled to suspend or terminate your account:
      • If you request a refund under this subsection (e) three or more times in a calendar month, or
      • if, following an investigation of the reasons for your refund request, K2T reasonably believes you did not request a refund in good faith.
    • Please contact support at support@kitchens2tables.com to request a refund.
  • 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 hereThis 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, 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 at support@kitchens2tables.com, 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 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 Obligations.
    • 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.
    • If you place an order for a meal, and for any reason are unable to pick it up, please contact the kitchen.  However, you will not be entitled to a refund for any orders you place that the kitchen has not canceled.
    • You hereby grant K2T a royalty-free, worldwide, non-exclusive irrevocable license to reproduce, distribute, and publicly perform and display the User Content provided via your 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.
    • You must not generate or place any User Content on the Site, app, or Service unless you have the rights or permissions to do so.  You must not generate or place any User Content on the Site, app, or Service that is or may be false or misleading.
    • You 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 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 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 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 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 you are somehow sponsored, endorsed, or affiliated with K2T;
      • Provide 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 You believe that any User Content or K2T Content on the Site, app, or Service violates your 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 you claim to have been infringed, to provide K2T with means to communicate with you, to confirm that the use you report is unauthorized, and a statement that you are 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.  You represent and warrant that any User Content you generate or place on the Site, app, or Service by you 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 you have in the Service during the term of the Agreement, all rights are reserved by K2T. You shall 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 You 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.  K2T also warrants that it has verified that kitchens have a valid MEHKO permit from a state, county, or local regulator.
  • GENERAL DISCLAIMER OF 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.
  • WARRANTY.  YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE, APP, AND SERVICE ARE AT YOUR OWN SOLE RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE YOU CAUSE BY YOUR USE OF THE SITE, APP, OR SERVICE.  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.  YOU ARE RESPONSIBLE FOR DETERMINING THAT THE SITE, APP, AND SERVICE MEET YOUR REQUIREMENTS, AND HAVE THE QUALITY THAT YOU NEED, 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 COOKS) 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.  YOU 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 ACKNOWLEDGE THAT KITCHENS PREPARING FOOD ARE INDEPENDENT BUSINESSES FROM K2T.  K2T DOES NOT SUPERVISE OR AUDIT THE QUALITY OF FOOD FROM KITCHENS LISTED ON THE SERVICE.  ACCORDINGLY, YOU ACKNOWLEDGE THAT YOUR PURCHASE AND CONSUMPTION OF FOOD VIA THE SERVICE ARE AT YOUR OWN SOLE RISK, AND K2T DOES NOT WARRANT OR GUARANTEE THE QUALITY OR SAFETY OF FOOD, OR USE OF THE SITE, APP, OR THE SERVICE.  K2T IS NOT RESPONSIBLE FOR ANY BODILY INJURY, PROPERTY DAMAGE, OR ANY OTHER DAMAGES CAUSED BY A KITCHEN OR ITS WORKERS, WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE, OR OTHERWISE.
    • K2T DOES NOT WARRANT THAT ANY GIVEN KITCHEN WILL BE AVAILABLE TO PROVIDE ANY CERTAIN FOOD ITEM AT ANY GIVEN TIME.  THE AVAILABILITY OF KITCHENS TO PREPARE MEALS IS LIMITED BY LAW AND SUBJECT TO THE AVAILBILITY OF INGREDIENTS, SERVICES NEEDED TO PREPARE MEALS, AND THE SCHEDULES OF BUSINESSES OPERATING KITCHENS.
    • YOU ARE SOLELY RESPONSIBLE FOR YOU PERSONAL SAFETY WHEN PICKING UP FOOD FROM A KITCHEN, AND YOU MUST EXERCISE REASONABLE CARE WHEN YOU ARE TRAVELING TO AND INTERACTING WITH KITCHEN WORKERS.  IF YOU HAVE ANY CONCERNS ABOUT YOUR PERSONAL SAFETY WHEN INTERACTING WITH A KITCHEN, ASK THAT THE KITCHEN LEAVE MEALS FOR PICKUP WHILE YOU ARE IN A SAFE LOCATION.
    • YOU ACKNOWLEDGE AND AGREE THAT KITCHENS CAN RATE YOU AND PROVIDE FEEDBACK ON THEIR INTERACTIONS WITH YOU; 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.
    • NOTHING IN THE SITE, APP, OR SERVICE, INCLUDING BUT NOT LIMITED TO RATINGS ON THE SITE OR APP, SHALL CONSTITUTE A RECOMMENDATION OR ENDORSEMENT OF PARTICULAR KITCHENS, KINDS OF FOOD, DIET CHOICES, OR ANY CONDUCT, INFORMATION, RECIPES, OR COOKING METHODS RECOMMENDED BY YOU OR OTHERS ON THE SITE OR APP.
    • K2T SHALL NOT BE LIABLE TO ANY PARTY ARISING OUT OF YOUR OR ANOTHER PARTY’S ACTS OR OMISSIONS IN RELIANCE ON THE INFORMATION ON THE SITE OR APP, INCLUDING BUT NOT LIMITED TO RATINGS ON THE SITE OR APP.
    • K2T MAKES NO WARRANTY THAT THE INFORMATION PROVIDED BY OTHER USERS OR KITCHENS (INCLUDING BUT NOT LIMITED TO RATINGS) IS ACCURATE, CURRENT, COMPLETE, TIMELY, OR APPLICABLE TO YOUR PARTICULAR DIETARY NEEDS.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, K2T MAKES NO WARRANTY THAT THE INFORMATION ON THE SITE OR APP SUGGESTING CERTAIN KITCHENS, KINDS OF FOOD, OR TYPES OF FOOD FOR CERTAIN SITUATIONS MATCHES USERS’ ACTUAL DIETARY NEEDS, AND THE INFORMATION ON THE SITE AND APP DOES NOT CONSTITUTE ADVICE TO OBTAIN ANY KIND OF FOOD.  USERS ARE SOLELY LIABLE FOR ANY LIABILITY OR EXPENSE ARISING OUT OF THEIR FAILURE TO PROVIDE ACCURATE, CURRENT, COMPLETE, OR TIMELY INFORMATION.
  • LIMITATION OF LIABILITY.  UNDER NO CIRCUMSTANCES WHATSOEVER SHALL K2T OR ITS LICENSORS BE LIABLE TO YOU 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 YOU HAVE PAID FOR FOOD USING THE SERVICE 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.  You agree to 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 breach of any warranty or provision in this Agreement or any false representation;
    • Any violation of law by you;
    • Any User Content you post on or share using the Site or app;
    • Any and all claims by third parties against one or more Indemnified Party based on allegations:
      • That Your User Content infringes upon any Intellectual Property Rights;
      • Relating to your use of the Site, app, or Service, or Your acts or omissions during Your use of the Site, app, or Service; or
      • Your acts or omissions that cause wrongful death, bodily injury, property damage, or loss of use of any property.
  • Term and Termination.  This Agreement shall remain in effect until terminated.  You may terminate this Agreement at any time by providing notice to K2T or following the instructions on the Site or app.  In addition, K2T shall be entitled to terminate this Agreement upon notifying you 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 you violate any term of this Agreement, if you breach any warranty in this Agreement, or if any representation you make is false.  After termination of this Agreement, you will stop using the Site, app, and Service. This sentence and Sections 1, 2(e), 9(c)-(e), 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 you:  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 You do not agree to changes to the Agreement, you 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.  All disputes relating to or arising out of this Agreement shall be resolved in a state or federal court located in San Jose, California, and the parties consent to the jurisdiction of such courts.  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 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. You may not assign this Agreement or delegate the duties under this Agreement. This Agreement will be binding upon, and inure to the benefit of K2T, its successors and assigns, you, your heirs, your representatives, and your permitted successors and assigns.