Terms of Service
Last Updated: January 2, 2018
These are the Terms of Service (the “Terms of Service” or “TOS”) that govern our relationship with users and others who interact with SideChef (“you” or “your”), as well as SideChef brands, SideChef websites, mobile applications, and other existing and future products and services, owned, operated or offered by SideChef Inc., a Delaware corporation or its affiliates (“SideChef” or “we” or “us”) (each a “Service” and collectively “SideChef Services” or “Services”).
ARBITRATION NOTICE: THESE TERMS OF SERVICE CONTAIN AN ARBITRATION CLAUSE NEAR THE END. EXCEPT FOR CERTAIN TYPES OF DISPUTES MENTIONED IN THAT ARBITRATION CLAUSE, YOU AND SIDECHEF AGREE THAT DISPUTES BETWEEN YOU AND SIDECHEF WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND SIDECHEF WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
We reserve the right, in our sole discretion, to change these Terms of Service at any time, and will publish a revised version of these Terms of Service on the Service with the new “Last Updated” date as indicated at the end of these Terms of Service. Continued access to and use of the Service (which includes publishing recipes through our Services) following any such change means you accept and will abide by the changes. In the event of a material change that may directly affect your account, we will notify you such as by posting a pop-up message in the Service, or updating the “Last Updated” date below.
1. Acceptance of Terms
Because SideChef provides a wide range of Services, we may ask you to review and accept supplemental terms that apply to your interaction with a specific Service. To the extent those supplemental terms conflict with these TOS, the supplemental terms associated with the app, product, or service govern with respect to your use of such app, product or service to the extent of the conflict.
You must be able to form a binding agreement (in most jurisdictions, 18 years old) on your own behalf, or on your entity’s behalf, to be eligible to use the SideChef Services.
You may use the SideChef Services only if (a) you can (a) form a binding contract with SideChef, and only in compliance with these TOS and all applicable local, state, national, and international laws, rules and regulations and (b) you are not a person who is barred from receiving the Services under the laws of any country including the country in which you are a resident or from which you are using the Services. Any use of the Services by anyone under 13 is strictly prohibited and in violation of these TOS.
If you open an account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms of Service, and that you agree to these Terms of Service on the entity’s behalf.
4. Account Registration Rules
When creating an account with SideChef, you agree to the following:
- You will not provide any false personal information on SideChef, or create an account for anyone other than yourself or your company without permission.
- You will not create more than one personal or company account without our permission.
- If we disable your account, you will not create another one without our permission.
- You will update your contact information thereafter as necessary.
- You will not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account. You will promptly notify us immediately of any unauthorized use of your password or any other breach of the security of your account.
- You will not transfer your account to any person or entity without first getting our written permission.
- If you select a username or similar identifier for your account, we reserve the right to remove or reclaim it if we believe it is inappropriate.
5. Mobile Service
The SideChef Services include the SideChef mobile application (the “SideChef App”). In the event that you are using the SideChef App, you are responsible for any fees, including data, access and usage fees by an internet provider or mobile carrier, that you incur when accessing the Services.
6. User Content
The Services will provide you with the ability to upload, submit, create, publish, share or otherwise transmit (hereafter, “posting”) content such as recipes, images, videos, audios, messages, comments, likes and other communications, to the Services (the “User Content”). You own all of the User Content.
- By posting User Content on the Services, you represent and warrant that:
- You own the rights or licenses to your User Content. You own, or have the necessary licenses, rights, consents, and permissions to use and authorize SideChef to use, all patent, trademark, copyright, or other proprietary rights in and to any and all User Content to enable inclusion and use of User Content in the manner contemplated under these Terms of Service, and to grant the rights and license set forth in this Section.
- Your User Content does not infringe third party rights or violate laws. Your User Content, SideChef’s use of such User Content pursuant to these Terms of Service, and SideChef’s exercise of the license rights set forth in this Section, do not and will not: (A) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (B) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (C) violate any applicable law or regulations.
- No payment needed. There is no need for any payment to any other person or entity, to use, and to authorize us to use, your User Content in all manners contemplated by these Terms of Service (including the User Content License set forth below);
- Protection and Enforcement of your User Content. Any protection and enforcement of any intellectual property rights which exist or pertain to the User Content are entirely your responsibility and SideChef is not obligated to protect and enforce the User Content on your behalf.
- User Content License. You grant to SideChef a non-exclusive, royalty-free, perpetual, irrevocable, transferable, sub-licenseable, worldwide, under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights you own or control, to use, copy, reproduce, transmit, perform, display, exhibit, distribute, index, comment on, adapt, modify, translate, digitize, reformat, create derivative works based upon, perform and otherwise exploit your User Content, in whole or in part, alone or in combination with other content or material, in all media formats and channels now known or hereafter devised (including by way of example but in no way a limitation, the internet, mobile devices, and through any future means or methods of downloading and/or transmission now known or hereinafter devised) in connection with SideChef Services (the “User Content License“). You grant SideChef the right to use your name and SideChef username that you submit in connection with such User Content. You also agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You also hereby grant to each user of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, distribute, modify, adapt, translate, prepare derivative works of, display, and perform such User Content as permitted by the functionality of the Services and these Terms of Service.
- Attorney-in Fact. You hereby appoint us as your agent with full power to enter into and execute any document and/or do any act we may consider appropriate to confirm the grant of rights, consents, agreements, assignments and waivers set forth in these Terms of Service.
SideChef and its business partners strive to deliver advertising and other commercial or sponsored content that is valuable to our users. In consideration for SideChef granting you access to and use of the Services, and/or distribute your User Content through SideChef Services, you agree to give us permission to place such advertising, commercial or sponsored content in connection with your User Content, which may include information about you such as your username, name, profile picture and/or link to your site as we deem appropriate. This means, for example, that you permit a business or other entity to pay us or our business partners to display your User Content, which may include information about you such as your username, profile picture and/or link to your site, without compensation to you.
8. Ownership of Service and SideChef Content
All content or derivative works therefrom you see using SideChef Services, unless submitted by you, are owned or licensed by SideChef or third parties. Your use of the Service does not give you ownership to those content.
You agree that the Service contains SideChef Content specifically provided by SIDECHEF, its business partners and other SideChef users and that such SideChef Content is protected, (individually or as a collective work or compilation) by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, US and international. The elements of the SideChef Content (collectively, “SideChef Content”) include without limitation, the user interface, interactive features, button icons, content, software, code, data, art, graphics, animation, videos, images, text, music, videos, sound effects, all audio and audiovisual elements, look-and-feel, design, layout, organization, presentation, navigation, compilation, trade dress and stylistic convention of the Services and other materials you may view on or access through the Services. Your use of the Services does not give you ownership of any SideChef Content.
9. Use of SideChef Content
You do not have rights to use SideChef Content or derivative works therefrom in any manner other than those explicitly authorized under these TOS.
You shall not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, create derivative works from, or otherwise exploit any SideChef Content or third party submissions or other proprietary rights not owned by you, (i) without the consent of the respective owners or other valid right, or (ii) in any way that violates any third party right.
Subject to your complete and ongoing compliance with these TOS, SideChef hereby grants you a limited, revocable, exclusive, non-transferable, non-sublicensable, royalty-free and worldwide right and license to access and use the Services for your personal, non-commercial use solely during the term of these TOS and solely in strict compliance with the provisions of these TOS. You will not remove any proprietary notice language corresponding to the Services.
Your use of the Service does not grant you any license or right to use trademarks owned by SIDECHEF or third parties unless authorized under these TOS.
All trademarks, logos, service marks, trade names and trade dress, which includes “SIDECHEF” and the ladle logo (collectively, the “Trademarks”) displayed on the Services or on SideChef Content are registered or unregistered trademarks of SIDECHEF, its business partners and/or others, and may not be used unless authorized by the Trademark owner. Nothing contained on the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Services.
11. User Submission
When you submit ideas to SideChef, we are not obligated to use your ideas, nor are we obligated to compensate you if we use your ideas, nor are we obligated to keep your ideas confidential.
You may choose to or we may invite you to submit comments or ideas about the SideChef Services (“User Submission”). By submitting any User Submission, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place SideChef under any fiduciary or other obligation, and that you grant to SideChef an irrevocable, worldwide, perpetual and royalty-free license to use, incorporate, modify, improve upon, and create derivative works of the User Submission without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, SideChef does not waive any rights to use similar or related ideas previously known to SideChef, or developed by its employees, or obtained from sources other than you.
12. Prohibited User Conduct
You warrant and agree that, while accessing or using the Services, you will not, nor will you assist or permit any person, to:
- use the Services that SideChef find, in its sole discretion, to use SideChef’s resources or SideChef Content with the effect of competing with SideChef Services;
- post unauthorized commercial communications (such as spam) on SideChef Services;
- copy, aggregate, display, distribute, perform or derive use of SideChef.com, SideChef App or other SideChef Services or any content posted on SideChef.com, SideChef App or other SideChef Services whether done directly or through intermediaries (including but not limited to by means of spiders, robots, crawlers, scrapers, framing, iframes or RSS feeds);
- frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of SideChef and our business partners without their express prior written consent, or use any meta tags or any other “hidden text” utilizing SideChef’s name or trademarks without our prior written permission.
- engage in unlawful multi-level marketing, such as a pyramid scheme, on SideChef Services;
- solicit login information or access an account belonging to someone else;
- make the functionality of the Services available to multiple users through any means;
- use SideChef Content or Trademarks or any confusingly similar marks, except with our prior written permission;
- bully, intimidate, or harass any user;
- post content that: is hate speech, harmful, obscene, threatening, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence;
- develop or operate a third-party application containing alcohol-related, dating or other mature content (including advertisements) without appropriate age-based restrictions;
- use SideChef Services to do anything illegal, misleading, malicious, or discriminatory;
- upload viruses or other malicious code;
- do anything that could disable, disrupt, or impair the proper working of SideChef Services, such as a denial of service attack or interference with other SideChef Services functionalities;
- modify, translate, adapt, merge, create derivative works of, disassemble, reverse engineer, decompile, or otherwise attempt to extract source code from SideChef (or any part of it), unless you are expressly permitted to do so under an open source license, or we give you express priorwritten permission;
- comply with and follow all instructions made available to you by SideChef in connection with the Services; and
- gain unauthorized access to any portion or feature of the Services, or any other systems or networks connected to the Services or to any SideChef server, or to any of the services offered on or through the Services, by hacking or any other illegitimate means.
You alone are responsible for the consequences of any of your activities while you are visiting or using the Services. SideChef has no obligation to monitor your access to or use of the Services but has the right to do so for the purpose of operating the Services to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
13. DMCA Copyright Take-Down Policy
SideChef respects copyright law and expects its users to do the same. It is SideChef’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see SideChef’s Copyright Policy for further information.
14. Links From The Service to Third Party Sites
The Services may contain links to third-party services such as third party websites, applications, or ads (“Third-Party Links“). When you click on such a link, we will not warn you that you have left the Services. SideChef does not control and is not responsible for Third-Party Links. SideChef provides these Third-Party Links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to them, or any content, products or services accessible through such links. Your use of all Third-Party Links is at your own risk.
15. Agreement not with App Stores
You acknowledge and agree that the availability of the SideChef App is dependent on the third party from which you received the SideChef App, e.g., the Google Play or Apple App Store (each, an “App Store”). When you download a SideChef App through the App Store, you agree that: (i) these Terms of Service are concluded between you and SideChef and not between you and the App Store, and that we (not the App Store), are responsible for our software; (ii) the App Store has no obligation to furnish any maintenance and support services with regards to the SideChef App or handle any warranty claims; (iii) the App Store is not responsible for addressing any claims you have or any claims of any third party relating to SideChef App, such as, product liability, consumer protection claims, intellectual property claims, or any claim that SideChef App fails to conform to any applicable legal or regulatory requirement; (iv) the App Store is a third party beneficiary of these Terms of Services as related to your license of SideChef App, and the App Store will have the right to enforce these Terms of Service as related to your license of SideChef App against you; and (v) you must also comply with all applicable third party terms of service when using SideChef App.
YOU AGREE TO INDEMNIFY AND HOLD HARMLESS SIDECHEF AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSEES, SPONSORS, ADVERTISERS AND REPRESENTATIVES OF ANY OF THEM FROM (individually or collectively, the “SIDECHEF Indemnified Party”) ANY AND ALL CLAIMS, LOSSES, OBLIGATIONS, DAMAGES, LIABILITIES, COSTS, DEBT, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) ARISING OUT OF (I) YOUR USE OR MISUSE OF THE SERVICE; (II) YOUR VIOLATION OF THESE TERMS OF SERVICE; AND (III) YOUR CONTENT ON SIDECHEF SERVICES. SIDECHEF Indemnified Party RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY SIDECHEF Indemnified Party AND YOU AGREE TO COOPERATE WITH SIDECHEF Indemnified Party’s DEFENSE OF THESE CLAIMS. YOU AGREE NOT TO SETTLE ANY MATTER GIVING RISE TO YOUR INDEMNIFICATION OBLIGATIONS WITHOUT THE PRIOR WRITTEN CONSENT OF SIDECHEF Indemnified Party. SIDECHEF WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE OF IT, provided that failure by the sidechef indemnified party to give prompt notice will not relieve you of any liability hereunder.
WE TRY TO KEEP SIDECHEF SERVICES UP, BUG-FREE, AND SAFE, BUT YOU USE IT AT YOUR OWN RISK. WE ARE PROVIDING SIDECHEF SERVICES AS IS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT SIDECHEF SERVICES WILL ALWAYS BE SAFE, SECURE OR ERROR-FREE OR THAT SIDECHEF WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS OR IMPERFECTIONS.
SIDECHEF ASSUMES NO RESPONSIBILITY FOR THE DELETION, MISDELIVERY OR FAILURE TO STORE ANY CONTENT, USER COMMUNICATIONS OR PERSONALIZATION SETTINGS, SUCH AS THE COOKBOOK FEATURE.
SideChef makes no representation or warranty regarding the accuracy, timeliness, truthfulness, completeness or reliability of any SideChef Content provided through the Services, any information, goods or services promoted or displayed through the Services or any transactions entered into through the Services. The SideChef Content, including the recipes and all related information and commentary made available through the Services is for informational purposes only and is not intended to be (and does not constitute) dietary advice or recommendations specifically for you and no advice or information, whether oral or written, obtained from SideChef or through the Services will create any warranty not expressly made herein. You are solely responsible for all of your communications and interactions with other users of the Services and with other persons with whom you communicate or interact as a result of your use of the Services.
18. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SIDECHEF AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, BUSINESS PARTNERS AND LICENSEES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTIAL SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMTIATION, LOSS OF PROFTS, DATA, USE, GOODWILL, ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, AN DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (III) ANY SIDECHEF CONTENT OBTAINED FORM THE SERVICES; (IV) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES AND (V) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSION OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT SIDECHEF HAS BEEN INFORMED OF THE POSSIBLITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, SIDECHEF’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
19. Interstate Nature of Communications
When you visit our Service, you acknowledge that in using the Services, you will be causing communications to be sent through SideChef’s computer networks, portions of which may be located in various locations in the United States and portions of which are located abroad. As a result, and also as a result of SideChef’s network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature will result in the transmission of U.S. interstate communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to these Terms of Service, you acknowledge that use of the service results in U.S. interstate data transmissions.
20. Void Where Prohibited
SIDECHEF controls and operates the Services from offices in the United States. We make no representation that SideChef Content is appropriate or authorized for use in all countries, states, provinces, counties or any other jurisdictions. Any content, offer or service on the website is void where prohibited and the user automatically indemnifies SIDECHEF from any legal or statutory outcomes resulting from their decision or action. SIDECHEF reserves the right to block access to the Service by certain international users. When you access the Service, you are responsible for compliance with all applicable local laws and regulations.
21. Special Note to International Users
The Services are hosted in the United States. You consent to having your personal data transferred to and processed in the United States. If you are located in a country embargoed by the United States, or are on the U.S. Treasury Department’s list of Specially Designated Nationals you will not engage in commercial activities on our Services or any other third party services to which our Services link to (such as advertising or payments) or operate a platform application or website. You will not use our Services or any other third party services to which our Services link to if you are prohibited from receiving products, services, or software originating from the United States.
SIDECHEF may terminate, change, limit or suspend your access to the Service and/or these TOS with or without reason. We will notify you by email or at the next time you attempt to access your account. You may terminate these TOS by deleting your account or by providing notice of termination to us at any time.
Upon termination, SideChef may retain a copy of your User Content for backup, archival, or audit purposes and may continue to use, store, display, reproduce, modify, create derivative works, perform and distribute any of your User Content that other users or business partners have stored or shared through the Services.
All provisions of the Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitation of liability.
23. Electronic Communications
When you use our Services, or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on SideChef.com or SideChef App. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required /permitted under these Terms of Services, SideChef’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may provide SIDECHEF with notices only by mail to the address indicated below:
3413 MIRA VISTA CIRCLE
SAN JOSE, CA 95132
24. Governing Law; Jurisdiction.
These Terms of Services is governed by California law, without regard to conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You and SideChef agree that, except as provided in Section 26, the state and federal courts located in the County of Los Angeles, California will have exclusive jurisdiction of all disputes arising out of or related to these Terms of Services or your use of our Services and agree to submit to the personal jurisdiction and venue of these courts. Notwithstanding the foregoing, SideChef shall be allowed to apply for equitable remedies (including injunctions) in any court of competent jurisdiction.
YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE OR THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
25. Class Action Waiver
You agree to resolve disputes with SideChef on an individual basis. You agree not to bring a claim as a plaintiff or a class member in a class, consolidated or representative action. You are expressly waiving any right to participate in class actions and private attorney general actions.
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU AND SIDECHEF TO AGREE TO RESOLVE ALL DISPUTES BETWEEN you and SideChef THROUGH BINDING INDIVIDUAL ARBITRATION.
- Applicability of Arbitration Agreement. You and SideChef agree that all claims and disputes (whether contract, tort, or otherwise), including all statutory claims and disputes, arising out of or relating to these Terms of Service or the use of the Services that cannot be resolved in small claims court will be resolved by binding arbitration on an individual basis, except that you and SideChef are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. To be clear: The phrase “all claims and disputes” also includes claims and disputes that arose between you and SideChef before the Last Updated date of these Terms of Service.
- Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA”) and will be governed by the AAA Consumer Arbitration Rules, available here (https://www.adr.org/sites/default/files/Consumer%20Rules.pdf) as of the date of these Terms, or by calling the AAA at 1-800-778-7879. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The arbitration will be conducted by a single neutral arbitrator. Any claims or disputes where the total amount sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
- Additional Rules for Non-appearance Arbitration. If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.
- Authority of the Arbitrator. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and SideChef. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum’s rules, and these Terms of Service. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and SideChef.
- Waiver of Jury Trial. YOU AND SIDECHEF WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and SideChef are instead electing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and SideChef over whether to vacate or enforce an arbitration award, YOU AND SIDECHEF WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
- Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS SECTION 26 MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 24.
- Right to Waive. Any rights and limitations set forth in this Section 26 may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.
- Opt-out. You may opt out of this Section 26. If you do so, neither you nor SideChef can force the other to arbitrate. To opt out, you must notify SideChef in writing no later than 30 days after first becoming subject to this Section 26. Your notice must include your name and address, your SideChef username and the email address you used to set up your SideChef account (if you have one), and an unequivocal statement that you want to opt out of this Section 26. You must either mail your opt-out notice to this address: SideChef, Inc., ATTN: Arbitration Opt-out, 3413 Mira Vista Circle, San Jose, CA 95132, or email the opt-out notice to email@example.com
- Small Claims Court. Notwithstanding the foregoing, either you or SideChef may bring an individual action in small claims court.
- Survival. This Section 26 will survive the termination of your relationship with SideChef.
- These Terms of Service makes up the entire agreement between you and SideChef regarding SideChef Services, and supersedes any prior agreements.
- If any portion of these Terms of Service is found to be unenforceable, the remaining portion will remain in full force and effect.
- If we fail to enforce any of these Terms of Service, it will not be considered a waiver.
- Any amendment to or waiver of these Terms of Service must be made in writing and signed by us.
- You will not transfer any of your rights or obligations under these Terms of Service to anyone else without the prior written consent of SideChef.
- All of the rights and obligations of SideChef under these Terms of Service are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
- Nothing in these Terms of Service shall prevent us from complying with the applicable laws.
- Unless otherwise expressly set forth herein, these Terms of Service do not confer any third party beneficiary rights.
- We reserve all rights not expressly granted to you.
- You will comply with all applicable laws when using or accessing SideChef Services.
- A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent as other business documents and records originally generated and maintained in printed form.