Terms and Conditions
Last updated: July 30th, 2023
PLEASE READ THE TERMS (THE “TERM”) CAREFULLY. THIS TERM CONSTITUTE A LEGAL TERM BETWEEN COOKOUT INC. AND ITS REPRESENTATIVES AND AFFILIATES (COLLECTIVELY, “COOKOUT”, “WE”, “US” OR “OUR”) AND YOU AND THE ENTITY (AS DEFINED BELOW) YOU REPRESENT, AS APPLICABLE (“YOU” OR “YOUR”). BY ACKNOWLEDGING THIS TERM AND/OR USING THE COOKOUT SERVICES (AS DEFINED BELOW), YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE WITHOUT LIMITATION OR QUALIFICATION TO BE BOUND BY THIS TERM AND YOU ACCEPT ALL OF ITS TERMS.
CookOut Technologies Inc. (“CookOut,” “we,” “us,” “our”) provides its services (described below) to you through its website located at https://www.cookoutdelivery.com/ (the “Site”) and through its mobile applications and related services (collectively, such services, including any new features and applications, and the Site, the “Service(s)”), every person who uses the Services are “User(s)”.
CookOut reserves the right, at our sole discretion, to change or modify the Terms and Conditions at any time. Effective upon posting an updated version of this Term through the Service. You should review this Term from time to time, as you continue to use the Service after the date of an updated version of the Term is released. If you no longer accept an updated version of the Terms, your access and use of the Service will be ceased.
The Service is a technology platform that provides an online marketplace in which personal chefs, caterers and other persons may list, offer and sell and deliver food items and related products and services (collectively, the “Meal(s)”) to the general public. Users who purchase Meals through the Service are “Customers” and Users who list, prepare and sell Meals through the Service are “Chefs” or “Food Creators”. Throughout this Agreement, the terms 'Food Creator', 'Chef', 'Chefs', and 'Food Creators' are used interchangeably and refer to any individual, business, or entity that creates and provides food for sale through the CookOut platform. 'Food Creator' and 'Chef' are singular forms, referring to one individual, business, or entity, while 'Food Creators' and 'Chefs' are plural forms, referring to more than one. A User may be both a Customer and a Food Creators. All purchases of Meals are made directly between the Customer and the Food Creator. CookOut offers a marketplace and is not itself a Food Creator. CookOut may help with the process of transactions and logistics, but has no control over and does not guarantee (a) the existence, quality, safety, authenticity or legality of Meals offered or sold on the Service; (b) the truth or accuracy of a Food Creator’s content or listings on the Service; (c) the ability of a Food Creator to sell Meals through the Service and deliver Meals within required delivery windows; (d) the ability of Customers to pay for Meals purchased through the Service; or (e) that a Customer or Food Creator will actually complete a transaction, effectuate trouble-free delivery and shipping or return a Meal through the Service.
Food Creators on CookOut
Food Creators are independent business owners and independent contractors. Food Creators are not employees, partners, representatives, agents, joint venturers, dependent contractors or franchisees of CookOut. CookOut does not prepare, cook, package or deliver Meals.
Couriers
Depending on the jurisdiction, CookOut may enter into Terms with courier service providers (“Courier(s)”). If a Chef or Customer chooses to use a Courier to deliver a Meal, CookOut is not offering such delivery services. There is no liability or responsibility for the actions or inactions of any Courier. CookOut will not be liable or responsible for any delivery services provided by a Courier or any errors, omissions or misrepresentations made by a Courier. Couriers are required to comply with all Applicable Laws.
Each Chef is solely responsible for complying with all local, provincial, national or international applicable laws, rules and regulations and standards that apply in the jurisdiction(s) in which the Chef is located and/or conducts business (“Applicable Law”), including but not limited to those pertaining to the preparation, sale, marketing, and packaging of all Meals listed, offered and sold through the Service. Each Chef is solely liable for the quality, safety, freshness and accuracy of its Meals. While CookOut does require its Chefs to pass food and safety certifications, kitchen inspections and food tastings, we do not verify in each instance all credentials, representations, products, services or prices offered by Chefs, the quality or accuracy of the Meals or whether Chefs or Meals comply with Applicable Law. CookOut will not be liable or responsible for any Meals provided by Chefs that are a cause of damages or injury or that do not meet your expectations in any manner.
CookOut Commercial Kitchen
CookOut may offer Chefs in certain jurisdictions access to commercial CookOut facilities for the preparation of Meals to be sold through the Service (“CookOut Commercial Kitchen”). Chef is solely responsible for its use of and conduct at the CookOut Commercial Kitchen, and comply all Applicable law and the CookOut Chef Policy. Cookout is not guaranteeing nor making any representation or warranty with respect to the CookOut Commercial Kitchen or its suitability for the Chef’s operations. Neither CookOut nor any of its third party landlords will be liable or responsible for any damages or injury suffered or caused by the Chefs in connection with its use of CookOut Commercial Kitchen or by any Meals prepared by Chefs using CookOut Commercial Kitchen.
Mobile service
The Service may include certain services that are available via a mobile device, including but not limited to (a) the ability to upload User, Chef or Customer content to the Service via a mobile device; (b) the ability to access or browse the Service or the Site via a mobile device; and (c) the ability to access certain features through a mobile application downloaded and installed onto a mobile device (collectively, the “Mobile Services”). To the extent you access any Mobile Services, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing or using certain Mobile Services may be prohibited or restricted by your wireless service carrier, and not all Mobile Services may work with all wireless service carriers or mobile devices.
By using the Mobile Services, you agree that we may communicate with you regarding the Service by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your account information to ensure that any messages from CookOut intended to be sent to you are being delivered to the correct person. You acknowledge and agree that your use of the Mobile Services must be in accordance with the usage rules established by your wireless service carrier and mobile device platform or service provider.
Your Registration Obligations
You may be required to register an account with CookOut in order to access and use certain features of the Service. If you choose to register an account, you agree to provide and maintain true, accurate, current and complete information about yourself, registration data and certain other information about you are governed by our Privacy Policy.
The Service is only available to individuals and Entities who form legally binding contracts under Applicable Law. Without limiting the foregoing, the Service is not available to minors (people under the age of majority in the state or province of residence) or to Users who are temporarily or permanently suspended from the Service. If you are not qualified, you are expressly prohibited from using the service. Also, CookOut reserves the right to refuse access to or use of the Service. CookOut reserves the right to refuse access to or use of the service, to anyone who breaches this Term or for reasons related to the CookOut. You are only authorized to create and use one account for the Service and are prohibited from using alter egos or other disguised identities when using the Service.
You are responsible for maintaining the confidentiality of your password and account and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify CookOut of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you securely log off from your account at the end of each session when accessing the Service. CookOut will not be liable for any loss or damage arising from your failure to comply with this Section.
Modification
CookOut reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that CookOut shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
Communications
By registering an account with CookOut and providing your contact information, you are consenting to be contacted by CookOut or any of its business partners by telephone, text message, email, fax, telephone or any other means.
General Practices Regarding Use and Storage
You acknowledge that CookOut may establish general practices and limits concerning use of the Service. You agree that CookOut has no liability or responsibility for the deletion or failure to store any data or other content maintained or transmitted by the Service. You acknowledge that CookOut reserves the right to suspend or terminate accounts that are inactive for an extended period of time. You further acknowledge that CookOut reserves the right to change its general practices and limits at any time, in its sole discretion, with or without notice.
User Conduct
You are solely responsible for all descriptions, pictures, listings, information, data, text, music, sound, graphics, video, messages or other materials (“Content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Service. The following are examples of the kind of content and/or use of the Service that is illegal or prohibited by CookOut. CookOut reserves the right to investigate and take appropriate legal action against anyone who, in CookOut’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:
You agree not to use the Service to:
sell, post or otherwise transmit any Content that (i) is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libellous, invasive of another‘s privacy, hateful or otherwise considered objectionable in CookOut’s sole discretion; (ii) you do not have a right to use, sell or transmit under any law or under any contractual or fiduciary relationship; (iii) poses or creates a privacy or security risk to any person; (iv) infringes any intellectual property or other proprietary rights of any party; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "contests," "sweepstakes" or any other form of solicitation; (vi) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications tools or equipment; or (vii) in CookOut’s sole discretion, is considered objectionable or which restricts or inhibits any other User or prospective user from using or enjoying the Service, or which may expose CookOut or its Users to any harm or liability of any type;
impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity;
solicit personal information from anyone under the Minimum Age;
harvest or collect email addresses or other contact information of Users through the Service or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service
further or promote any criminal activity or enterprise, or provide instructional information about illegal activities;
violate any Applicable Law or any rule, regulation or standard having the force of law;
interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
use the Service to request, make or accept a Meal independent of the Service for any purpose, including but not limited to circumventing any fees that would otherwise apply to such transaction;
advertise or offer to sell or buy any goods or services other than Meals intended to be prepared, sold and purchased through the Service;
Representations, Warranties and Agreements
You are at least of the legally required age in the jurisdiction in which you reside and are otherwise capable of entering into binding contracts:
you will act professionally and responsibly in your interactions with other Users;
when using or accessing the Service, including when preparing, packaging, delivering (if applicable), providing or receiving Meals, you will act in accordance with all Applicable Laws and in good faith
you will use your real name and/or business name and photo on your profile
you will respect the privacy (including but not limited to private, family and home life) and data protection rights of Users with whom you communicate through the Service
you will fulfil the commitments you make to other Users, communicate clearly and respectfully, provide or accept Meals at the agreed time and only utilize the third party payment service provider specified or approved by the Company to make or receive payment through the Service.
you do not have any motivation, status or interest that CookOut may reasonably wish to know about in connection with the Service, including without limitation, if you are using or will or intend to use the Service for any competitive, journalistic, academic, investigative, unlawful or otherwise bad faith purpose.
If you are a Chef, you additionally represent and warrant that:
you sell and offer to sell Meals through the Service as a sole proprietor, partnership, limited liability company, limited partnership, corporation or other business entity;
you will use your real name or business name on your account profile and an up-to-date photo on your profile
you will honour your commitments to other Users, including by fulfilling product orders on time and as agreed upon with your Customer and providing timely, high-quality food to your Customers
you will only sell and offer to sell Meals safely and in accordance with all Applicable Law
for each Meal you sell or offer to sell, you will disclose each and every ingredient to your Customers including but not limited to each major allergen as defined by local, state or federal law and as prescribed by Health Canada.
you agree not to market your Meals in a false or misleading manner, including but not limited to not making false representations or claims about the nutritional value of your Meals.
you will only cook food in a location where you are permitted under permitted Law to cook food;
you agree that we may (but are not required to) obtain information about you, including but not limited to your criminal records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the Term’s effective period
you will pay all applicable federal, provincial and local taxes based on income earned for your sale of Meals (note, the Service platform will collect and remit taxes for the sale of Meals where applicable)
Chef Facilities
If you are a Chef, you additionally represent and warrant that with respect to your Chef facilities:
your use of the Service to market, advertise, sell and offer to sell Meals does not violate any Applicable Law
you are in compliance with this Term, which includes but are not limited to the following requirements;
you have reviewed and agreed to the CookOut Chef Policy;
you have successfully passed an approved and accredited food safety certification;
you have been issued all Licenses as required by Applicable Law;
you have passed a food tasting;
you have performed the health and safety attestation prior to opening your kitchen or for purposes of your engagement as a Chef for the day;
you have passed a virtual home kitchen inspection and all period inspections thereafter.
Ingredients and Allergens
For any particular Meal and related goods and services offered or made available through the Service, Chefs shall provide a comprehensive list of ingredients contained in or otherwise used to prepare the Meal, including any known allergens, as prescribed by Health Canada. CookOut is not liable or responsible for the accuracy of the information and labelling of any Meals.
Customers should be advised that Meals may be prepared in facilities using the same equipment that is used to prepare Meals containing other allergens, even if the allergen is marked as being absent from the particular Meal. CookOut shall not be liable for any illness, health problem or other damages, injury or loss that may result from any order, purchase, acquisition or consumption of any Meals and related goods or services acquired through the Service.
Chef Insurance
If you are a Chef, CookOut recommends that you obtain appropriate insurance to cover the operation of your food facility and the preparation and sale of your Meals. CookOut maintains insurance for its own business operations, but it does not maintain insurance for the actions of Chefs or Customers. CookOut recommends that you obtain appropriate insurance to cover the operation of your food facility and the preparation and sale of your Meals. Please review any respective insurance policy carefully, and in particular, make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including but not limited to whether or not your insurance policy will cover the actions or inactions of Customers or any third party.
Customer Reviews
To the extent you are a Customer, CookOut may allow you to submit reviews regarding your purchase of Meals, and are considered Content. CookOut has no obligation to screen or to delete reviews or related Content, even if anyone considers a review objectionable or inaccurate. CookOut does not assume liability or responsibility for any review or for any claims, liabilities or losses resulting from any review.
Customers posting reviews must comply with the following criteria:
reviewers must have firsthand experience with the Chef or Meal being reviewed;
reviews must not contain offensive language, profanity, abusive, discriminatory or hateful language or references to illegal activity;
reviewers must not post any false statements or organize a campaign encouraging others to post reviews, whether positive or negative.
reviewers must not be affiliated with competitors if posting negative reviews;
reviewers must not make any conclusions as to the legality of conduct;
Marketplace Risks
CookOut is not affiliated with or endorsed by any Chef, restaurant or other meal preparation service made available through the Service. Beyond its capacity as a marketplace and technology platform, CookOut is not a party to or involved in any transaction between Customers and Chefs through the Service, and does not act as a Customer, Chef (or affiliate of a Customer or Chef) or broker with respect to any transactions made through the Service. There are risks that you assume when dealing with other Users (including those who may be acting under false pretenses) and all such risks are borne by you, and not CookOut. We encourage you to use the various functionalities of the Service (e.g., Chef profiles, Customer reviews) to help evaluate the User with whom you are dealing.
CookOut does not control or actively monitor Content or the behaviour of Users. As a result, CookOut does not guarantee or endorse the legality, authenticity, quality or safety of any Meals offered or sold, the truth or accuracy of any Content or the ability of Chefs to sell Meals or of Customers to purchase Meals. CookOut reserves the right to delay the completion of any transaction for a reasonable period of time for purposes of fraud detection and otherwise protecting CookOut and its Users from illegal or wrongful activities or other violations of this Term. CookOut does not guarantee the ability or intent of users to fulfil their obligations in any transactions.
Chefs as Independent Contractors
Users using the Service in their capacity as a Chef do so in their personal capacity as an independent contractors and not as an employee of CookOut.
As a Chef, you agree that:
you are an independent contractor and not an employee of CookOut;
you shall be solely responsible for determining the means and manner of the work performed to create the goods you sell through the Marketplace
this Term does not create an association, joint venture, partnership, franchise or employer/employee relationship between you and CookOut, or you and any Customer;
you will not represent yourself as an employee or agent of CookOut or any Customer;
you are not eligible to recover contributor's compensation benefits in the event of injury; and
you will not engage a Customer in any way that may jeopardize your status as an independent contractor.
Commercial Use
Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service or access to the Service.
International Use; Export control
Canada and the United States control the export of products and information. You agree to comply with such restrictions and not to export or re-export any part of the Service to countries or persons prohibited under export control laws. By accessing or using the Service, you expressly agree that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export and re-export of the Service.
Transactions Fee
Registering an account with CookOut and accessing the Service is free. However, CookOut may charge certain fees for various transactions effected through the Service. Unless otherwise stated, all fees are quoted in Canadian dollars.
CookOut reserves the right to change or discontinue, temporarily or permanently, some or all of the fees associated with use of the Service from time to time. Your continued use of the Service after the fee change becomes effective constitutes your Term to pay the new fee.
Taxes
Meals purchased by and delivered to Customers in locations in Canada may be subject to applicable federal, provincial or local sales or use tax or other transaction-based taxes required in the food services industry of a particular location ("Taxes"). The amount of Taxes is based on a number of factors, including but not limited to a Customer’s designated delivery address, and/or the location of the Chef.
Customer Responsibility
Customers are responsible for paying to a Chef the applicable purchase price for a purchased Meal, any applicable delivery costs and any applicable Taxes associated with the purchase and sale of any Meals and/or delivery service through the Service. Delivery costs and Taxes attributable to the sale of any Meals will be displayed to Customers before confirmation of any purchase.
Chef Responsibility
Chefs are responsible for paying the applicable amount CookOut commission fees as well as a Chef’s own taxes imposed or measured by such Chef's net income, net profits, income, profits, and/or revenues associated with the sale of any Meals through the Service.
Payment
Payment processing services for Customers or Chefs on CookOut are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Agreements (collectively, the “Stripe Services Agreements”). By agreeing to this Term or continuing to operate as a Customer or a Chef on CookOut, you agree to be bound by the Stripe Services Term, as the same may be modified by Stripe from time to time. As a condition of CookOut enabling payment processing services through Stripe, you agree to provide CookOut accurate and complete information about you and your business, and you authorize CookOut to share it and transaction information related to your use of the payment processing services provided by Stripe.
Promotions and Credits
CookOut may from time to time offer Customers certain promotions, incentives or credits ("Promotions") towards the purchase of Meals and/or fees associated with the use of the Service, and Customers may use such Promotions in accordance with their terms. Depending on the type of Promotion used, it may reduce the amount of taxes that apply to a Customer’s order. The application of the Promotion will be reflected at the time of checkout and on the receipt of the purchase.
Promotions are personal to the Customer that they are offered to and may not be shared or redeemed by anyone else unless it is explicitly permitted by the terms of that Promotion.
Chefs may also offer Promotions to their customers through the Service and are solely responsible for any costs associated with the redemption of that Promotion.
CookOut Intellectual Property Rights: License
During the Term and in accordance with this Term, CookOut grants you a limited, revocable, non-exclusive, non-assignable, non-transferable and non-sublicensable license to access and use the Service.
Service Content, Software, and Trademarks
You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by CookOut, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own that you legally upload to the Service. In connection with your use of the Service, you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by CookOut from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of CookOut, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by CookOut.
The CookOut name and logos are trademarks and service marks of CookOut (collectively, the “CookOut Trademarks”). Except as expressly authorized by CookOut, you agree not to modify, copy, frame, scrape, rent, lease, loan, distribute, sell, re-sell, assign, sublicense, transfer, create derivative works of, reverse engineer, reverse assemble or otherwise attempt to discover any source code of the CookOut Technology, Usage Data and CookOut Trademarks (collectively, the “CookOut IP”), in whole or in part. In connection with your use of the Service, you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by CookOut from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or CookOut IP other than as specifically authorized herein is strictly prohibited. Any rights not expressly granted herein are reserved by CookOut.
Nothing in this Term or the Service should be construed as granting, by implication, estoppel or otherwise, any license or right to use any CookOut Trademarks without our prior written consent in each instance, which may be withheld in our sole discretion. All goodwill generated from the use of CookOut Trademarks will inure to our exclusive benefit.
Other names and logos used and displayed through the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to CookOut.
Third Party Content
Under no circumstances will CookOut be liable or responsible in any way for any materials of any third party (including Content) (“Third Party Content”), including but not limited to any errors or omissions in any Third Party Content or any loss or damage of any kind incurred as a result of the use of any such Third Party Content. You acknowledge that CookOut does not pre-screen Third Party Content, but that CookOut and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any Third Party Content that is made available through the Service. Without limiting the foregoing, CookOut and its designees will have the right to remove any Third Party Content that breaches this Term or is deemed by CookOut, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Third Party Content, including but not limited to any reliance on the accuracy, completeness or usefulness of such Third Party Content.
Copyright Complaints
CookOut respects the intellectual property of others, and we ask our Users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement or that your intellectual property rights have been otherwise violated, you should notify CookOut of your infringement claim at info@cookoutdelivery.com with the subject line: “Copyright Complaint”.
CookOut will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act and other applicable intellectual property laws with respect to any alleged or actual infringement.
Third party Distribution Channels
CookOut offers Software applications that may be made available through the Apple App Store, Android Marketplace or other mobile application distribution channels (“Distribution Channels”). If you download or otherwise gain access to the Mobile App through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. This Term is between you and CookOut only, and not with the Distribution Channel. To the extent that you utilize any other third party products and services in connection with your use of CookOut’s Services, you agree to comply with all applicable terms of any Term for such third party products and services.
Limitation of Liability
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $10,000.00 CAD. CERTAIN CANADIAN LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Disclaimer
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
Indemnification
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Site; (3) breach of these Terms and Conditions; (4) any breach of your representations and warranties set forth in these Terms and Conditions; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification under the section. Based on the above, you agree to corporate and assist CookOut’s defense on such matter, with any reasonable request from CookOut.
Dispute Resolution
Except where prevented by the Relevant Law, you consent that all disputes, disagreements or claims emerging from, associated with, or connected to this Agreement or your utilization of the Services, will be administered by the law of Ontario, disregarding its rules on conflict of laws, and shall be resolved exclusively via definitive and binding arbitration, as per the Arbitration Act, 1991 (Ontario) (and, to the degree that the Arbitration Act, 1991 (Ontario) does not apply, under the International Commercial Arbitration Act (Ontario)) (the “Arbitration Statute”). By consenting to this Agreement, you acknowledge that you and CookOut both waive the privilege of a jury trial or participation in a class action. Your entitlements will be ascertained by an unbiased arbitrator, not a judge or jury. Unless you and CookOut mutually consent otherwise, the arbitrator shall not amalgamate or join multiple claims or procedures into a single arbitration, and shall not oversee any form of a consolidated, representative or class proceeding. Additionally, the arbitrator can grant remedies (including financial, injunctive, and declaratory remedies) solely in favor of the party initiating the arbitration and only to the extent essential to provide the relief warranted by that party's individual requests for relief.
Arbitration will be conducted by a single neutral arbitrator in accordance with the ADR Institute of Canada’s (“ADRIC”) rules and procedures (the “ADRIC Rules”), as modified by this Section. If there is any inconsistency between any term of the ADRIC Rules and any term of this Section, the applicable terms of this Section will control. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, jurisdiction, and arbitrability of this Arbitration Term. The arbitrator can award the same damages and relief on an individual basis that a court can award to an party under this Term and Applicable Law. Unless you and CookOut agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location for the arbitration hearings, the determination shall be made by ADRIC. If your claim is for $10,000 or less, CookOut agrees that you may choose whether the arbitration will be conducted in writing, through a telephonic hearing or by an in-person hearing. If your claim exceeds $10,000, the method of hearing will be determined by the arbitrator. Regardless of the method in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision and arbitral award sufficient to explain the essential findings and conclusions on which the award is based.
Cost of Arbitration
Each party shall bear their own costs of arbitration.
Confidentiality
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Term
The Terms shall begin on the date you entered into this Term and shall continue until terminated in accordance with them.
Termination
You agree that CookOut, in its sole discretion, may suspend or terminate your account (or any part thereof) or your access to or use of the Service and may remove and discard of any content (including Content) within the Service. If CookOut believes that you have violated or acted inconsistently with the letter or spirit of this Term. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Service may be referred to appropriate law enforcement authorities. CookOut may also, in its sole discretion and at any time, discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to or use of the Service under any section of this Term may be affected without prior notice, and you acknowledge and agree that CookOut may immediately terminate your account and all related information and files in your account and/or bar any further access to or use of such files or the Service. Further, you agree that CookOut will not be liable to you or any third party for any termination of your access to or use of the Service.
General
This Term constitutes the entire Term between you and CookOut and governs your use of the Service, superseding any prior Terms between you and CookOut with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software.
This Term will be governed by the laws of the Province of Ontario. With respect to any disputes or claims not subject to arbitration, as set forth above, you and CookOut agree to submit to the personal and exclusive jurisdiction of the provincial and federal courts located within Toronto, Ontario.
The failure of CookOut to exercise or enforce any right or provision of this Term will not constitute a waiver of such right or provision. If any provision of this Term is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Term remain in full force and effect.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Term must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this Term and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Term to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
You may not assign this Term without the prior written consent of CookOut, but CookOut may assign or transfer this Term, in whole or in part, without restriction.
The section titles in this Term are for convenience only and have no legal or contractual effect.
Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to this Term or other matters by displaying notices or links to notices generally on the Service.
Contact us
Please contact us at the following address to report any violations of these Terms or to pose any questions regarding these Terms and Conditions or the Service.
Attention: Cookout Technologies Inc.
Address: 1 Yorkville Ave, Toronto, Ontario M4W 0B1 Canada
Email: info@cookoutdelivery.com