Terms and Conditions of Use
Last updated: November 1st, 2016
1. Description of Platform, Acceptance of Terms, Modification
Welcome to Culinary Agents Inc. (“we,” “us,” or “Culinary Agents”)! Through our site located at www.culinaryagents.com and our mobile application, we provide access to and use of our platform which connects individuals seeking professional opportunities (“Talent”) with businesses seeking candidates for such opportunities (“Businesses”); allows for communication by and among users; allows for the posting, linking to or uploading of User Content (as defined below); and provides other features, functions and services (collectively, the “Platform”).
These Terms and Conditions of Use (this “Agreement”) set out the legally binding terms relating to your use of the Platform. By using the Platform as a Visitor (as defined below), you acknowledge and agree that you have read and accept the terms and conditions of this Agreement. In order to register as a Registered User (as defined below), you will need to affirmatively accept this Agreement prior to completing the registration process. In either event, you agree to abide by all of the terms and conditions of this Agreement. If you are not willing to abide by the terms and conditions of this Agreement, then you are not permitted to use the Platform as a Visitor or a Registered User. We may change, add or remove portions of this Agreement at any time, but if we do, we will inform you of such changes through the Platform.
IF ANY OF THE TERMS OR CONDITIONS CONTAINED IN THIS AGREEMENT, OR ANY FUTURE CHANGES, ARE UNACCEPTABLE TO YOU, YOU ARE NOT PERMITTED TO USE THE PLATFORM. YOUR CONTINUED USE OF THE PLATFORM NOW, OR FOLLOWING THE POSTING OF NOTICE OF ANY CHANGES IN THIS AGREEMENT, WILL INDICATE ACCEPTANCE AND AGREEMENT BY YOU OF SUCH TERMS AND CONDITIONS, CHANGES, OR MODIFICATIONS.
We may change, suspend or discontinue any aspect of the Platform at any time, including the availability of any Platform feature, database, or content. We may also impose limits on certain features and services or restrict your access to all or any part of the Platform without notice or liability.
In addition, your use of particular Platform features or functionality may be subject to additional terms, guidelines or rules applicable to such services, which may be posted from time to time. All such additional terms, guidelines and rules are hereby incorporated by reference into this Agreement. Also, we may offer other services from time to time that are governed by different terms and conditions.
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
3. Using the Platform
We provide Visitors and Registered Users with access to and use of the Platform as described below.
“Visitors.” Visitors, as the term implies, are people who do not register with us, but want to explore the Platform. No login is required for Visitors. Visitors can: (i) view all content and access all publicly-available features and functionality of the Platform; (ii) subscribe to our communications, alerts, and other notifications; and (iii) contact us.
“Registered Users.” Registered Users can do all the things that Visitors can do, and: (i) access non-public features and functionality of the Platform available only to Registered Users; (ii) create, access, manage, and update their own personal accounts on the Platform; (iii) provide User Content through their accounts; and (iv) interact with other Registered Users. A Registered User may be either Talent or a Business. If you are a Business, then, in addition to the terms set forth herein, you agree to be bound by our Additional Business User Terms, which incorporated into this Agreement by reference and can be found here.
As a Registered User, you will receive a password and a username designation upon completing the Platform's registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You shall not to share your username and password with anyone. You shall (i) immediately notify us of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 4.
When registering as a Registered User, you shall provide true, accurate, current and complete information about yourself as prompted by the registration form (such information being the “Registration Data”). If you do not done so, or we have reasonable grounds to suspect that you have not done so, we have the right to immediately suspend or terminate your account and refuse any and all current or future access to and use of the Platform.
We reserve the right to approve any user at any time for any reason with any conditions at our sole discretion. We reserve the right to terminate or restrict access to or use the Platform by any user at any time for any reason with any conditions in our sole discretion.
Access to and use of the basic Platform is currently provided to Talent at no charge; however, we reserve the right to charge a fee for Talent’s access to and use of the basic Platform in the future. In addition, we may charge a fee to Talent, determined in our sole discretion, for access to certain Platform features or functionalities (“Premium Features”), which fees you will be made aware of and have to agree to pay prior to being permitted to access such Premium Features.
Access to and use of the Platform is provided to Businesses for a charge, as set forth in the Additional Business User Terms.
4. United States Use Only
The Platform is intended to be used only by users who are residents of the United States. If you access or use the Platform from outside the United States, you do so at your own initiative and risk, and you are responsible for compliance with all applicable laws. You agree to not use the Platform, or export any portion thereof, including, without limitation, any of Our Content or any User Content, in violation of U.S. export regulations. You also represent and warrant that you are not prohibited from receiving U.S. origin products, including services or software. You are responsible for adhering to all relevant local and national laws wherever you are.
5. User Content
Please choose carefully the words, information, content, messages, text, files, images, photos, video, sounds, profiles, works of authorship or any other materials you post, upload, link to, publish, exchange, or display through the Platform and any such content that you provide or make available to other users of the Platform (collectively, “User Content”). You are responsible for all User Content, and we assume no liability for any User Content.
User Content provided by other users may contain inaccurate, inappropriate or offensive material, products or services, and we assume no responsibility or liability for this material.
We reserve the right, in our sole discretion, to reject, refuse to post or remove or modify any of your User Content, or to restrict, suspend, or terminate your access to all or any part of the Platform at any time, for any or no reason, with or without prior notice, and without liability.
You retain all copyrights and other intellectual property rights in and to your User Content. You do, however, hereby grant us and our sublicensees a non-exclusive, royalty-free, freely sublicensable, irrevocable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your User Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised. You also grant us and our sublicensees the right, but not the obligation, to use your User Content, your username, name, likeness, and photograph in connection with any use of the related User Content permitted by the previous sentence.
Each submission by you of User Content constitutes a representation and warranty to us that such User Content is your original creation (or that you otherwise have the right to provide the User Content), that you have the rights necessary to grant to us the license to the User Content as set forth above, and that the User Content and use thereof by us and third parties as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates this Agreement.
6. Intellectual Property Rights in the Site and the Platform
The Platform contains material, such as software, text, graphics, images, designs, sound recordings, audiovisual works, and other material provided by or on behalf of us (collectively referred to as “Our Content”). Our Content may be owned by us or third parties and is protected under both United States and foreign laws. Unauthorized use of Our Content may violate copyright, trademark, and other laws. You have no rights in or to Our Content, and you will not use Our Content except as expressly permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original on any copy you make of Our Content. You may not sell, transfer, assign, license, sublicense, or modify Our Content, or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use Our Content in any way for any public or commercial purpose. The use or posting of Our Content on any other website or in a networked computer environment for any purpose is expressly prohibited.
The trademarks, service marks, and logos of Culinary Agents (the “Culinary Agents Marks”) used and displayed on the Platform are registered and unregistered trademarks or service marks of ours. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (the “Third-Party Marks,” and, collectively with Culinary Agents Marks, the “Marks”). Nothing herein or on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Marks, without our prior written permission specific for each such use. Use of the Marks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Culinary Agents Marks inures to our benefit.
Elements of the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors.
7. Code of Conduct
By accessing and/or using the Platform, you agree to comply with the following restrictions on use:
- You will comply with all applicable laws in your use of the Platform, and you will not use the Platform for any unlawful or otherwise fraudulent purpose;
- You will not upload, post, e-mail, transmit, or otherwise make available any User Content that:
- infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity;
- constitutes promotion or advertising of any third-party website, product or service; or
- is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
- discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information.
- You will not “stalk,” threaten, or otherwise harass another person;
- You will not collect or store personally-identifiable data about other users;
- You will not contact, advertise to, solicit or sell to any other user without such user’s prior explicit consent;
- You will not access or use the Platform to collect any market research for a competing business;
- You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- You will not interfere with or attempt to interrupt the proper operation of the Platform through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Platform through hacking, password or data mining, or any other means;
- You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Platform;
- You will not use any robot, spider, scraper, or other automated means to access the Platform for any purpose without our express written permission;
- You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
- You will inform us of any inappropriate User Content of which you become aware.
We have the right, but not the obligation, to review and reject or remove User Content that, in our sole discretion, does not adhere to these restrictions. We also reserve the right, in our sole and absolute discretion, to deny you access to the Platform, or to any portion thereof, without notice.
You are solely responsible for your User Content and for your interactions with other users. We reserve the right, but we have no obligation, to monitor disputes between you and other users.
8. Use & Storage
You acknowledge that we may establish general practices and limits concerning use of the Platform, including without limitation the maximum number of days that User Content will be retained by or made available through the Platform, the maximum disk space that will be allotted on our servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Platform in a given period of time. You agree that we have no responsibility or liability for the blocking, deletion or failure to store any User Content maintained or transmitted by the Platform. You acknowledge that we reserve the right to cancel accounts that are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.
9. Third-Parties, Links and Syndication
We may terminate this Agreement, and your access to and use of the Platform, at any time for any reason. Sections 4 through 19 shall continue in full force and effect upon any termination of this Agreement.
11. Representations & Warranties
In addition to representations and warranties made by you elsewhere in this Agreement, you hereby represent and warrant as follows:
You represent and warrant that you have the full authority to act on your behalf and on behalf of any and all prior owners of any right, title and interest in and to any User Content you post, submit, transfer or link to.
You represent and warrant that you are 13 years of age or older, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, or, if you are under the age of majority in your jurisdiction, that this Agreement is entered into on your behalf by your parent or guardian. You represent and warrant that you will abide by and comply with this Agreement and have obtained all necessary third-party consents, licenses and permissions necessary to enter into and fully perform your obligations herein. If you are under 13 years of age, then please do not use the Site or the Platform. Your membership or access to the Site and Platform may be deleted or blocked without warning if it is found that you are misrepresenting your age. Your membership is solely for your personal use, and you shall not authorize others to use your account. You represent and warrant that you will maintain only one Registered Users account at any given time.
You represent and warrant that you are solely responsible for all User Content submitted through your Registered User account, including any messages, and for your interactions with other users. You shall be solely responsible for your User Content and the consequences of making it available through the Platform. In connection with User Content, you affirm, represent, and/or warrant that: (i) no User Content or any use thereof by us shall defame any third party or infringe upon or violate any other rights of any third party, including without limitation, any patent, trademark, copyright, trade secret right, contractual right, right of publicity or right of privacy; (ii) you own or have the necessary licenses, rights, consents, and permissions to grant the license to us to use the User Content in the manner contemplated by this Agreement; (iii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Content to use the name or any likeness of each and every such identifiable individual person to enable inclusion and use of the User Content in the manner contemplated herein; and (iv) you have fully paid any and all royalties which may be due to any person or entity which may be due pursuant to your submission of any and all User Content.
You represent and warrant that you shall not act in any manner, or post or upload any User Content, that conflicts or interferes with any existing commitment or obligation of yours, and that no agreement previously entered into by you will interfere with your performance of your obligations under this Agreement.
You represent and warrant that your use of the Platform shall be in compliance with any applicable laws, rules and regulations of any governmental authority.
You represent and warrant that you will not use the Platform to upload, post, link to, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or any telecommunications equipment.
12. Disclaimers; Limitation of Liability
The views expressed on or through the Platform, including, without limitation, through User Content, are not the views of Culinary Agents. You acknowledge that any reliance on any User Content or other information made available to you through the Platform, or any opinion, advice or statement contained therein, is at your sole risk. We do not represent or endorse the accuracy, correctness, or reliability of any User Content or other information made available to you through the Platform. We make no warranty as to the quality, accuracy, completeness, and validity of any User Content or other information made available to you through the Platform. We do not warrant that the functions contained on the Platform will be uninterrupted or error-free, or that defects will be corrected.
The Platform acts as a platform for connecting Businesses with Talent. We are not obligated to screen or censor the job opportunities, resumes, profiles or other User Content provided by any Business or Talent, and we shall not be liable for omission to do so. We shall not under any circumstances be considered to be an employer of any user of the Platform.
YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT (i) THE PLATFORM WILL MEET YOUR REQUIREMENTS, (ii) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY USER CONTENT, JOB OFFERS, RESUMES OR OTHER INFORMATION OR MATERIAL MADE AVAILABLE TO YOU THROUGH PLATFORM WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE PLATFORM WILL BE CORRECTED.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE ARE NOT INVOLVED IN ANY ACTUAL COMMUNICATION BY AND AMONG USERS OR BUSINESSES AND TALENT, AND THEREFORE WE MAKE NO REPRESENTATIONS OR GUARANTEES REGARDING THE TRUTHFULNESS, ACCURACY, LEGALITY, COMPLETENESS, TIMELINESS, RELIABILITY OR OTHERWISE OF ANY USER CONTENT OR ANY FORM OF COMMUNICATION OR INTERACTION BY AND AMONG USERS OR BUSINESSES AND TALENT. WE ASSUME NO RESPONSIBILITY OR LIABILITY FOR ANY OF THE FOREGOING. ALL COMMUNICATIONS AND INTERACTIONS BY AND AMONG USERS OR BUSINESSES AND TALENT WILL BE AT YOUR OWN RISK. WE CANNOT GUARANTEE THAT USERS, TALENT OR BUSINESSES ARE WHO THEY CLAIM TO BE. YOU SHOULD BE AWARE THAT THERE ARE RISKS OF DEALING WITH INDIVIDUALS ONLINE, INCLUDING RISKS OF PHYSICAL HARM AND FALSE PRETENSES. USER CONTENT AND CONDUCT MAY BE OFFENSIVE, HARMFUL, INACCURATE, MISLABELED OR DECEPTIVE. YOU ASSUME ALL RISKS DEALING WITH OTHER USERS, TALENT AND BUSINESSES WITH WHOM YOU COME IN CONTACT THROUGH THE PLATFORM, AND YOU HEREBY RELEASE US AND OUR AFFILIATES, AND US AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES (COLLECTIVELY, THE “CULINARY AGENTS PARTIES”) FROM CLAIMS, ACTIONS, DEMANDS, PROCEEDINGS AND DAMAGES OF EVERY KIND AND NATURE, KNOWN OR UNKNOWN, ARISING OUT OF OR RELATED TO ANY DISPUTE YOU HAVE WITH OTHER USER(S), TALENT OR BUSINESSES. WE MAKE NO REPRESENTATIONS OR GUARANTEES AT ANY TIME THAT THE PLATFORM WILL MEET YOUR EMPLOYMENT OBJECTIVES OR NEEDS. WE DO NOT GUARANTEE THAT YOUR USE OF THE PLATFORM WILL RESULT IN EMPLOYMENT, OR POSITIONS BEING FILLED OR EMPLOYEES BEING RETAINED, AND WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY OF YOUR BUSINESS, EMPLOYMENT HIRING AND/OR SALARY DECISIONS, FOR WHATEVER REASON.
NONE OF THE CULINARY AGENTS PARTIES WILL HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM YOUR USE OR INABILITY TO ACCESS OR USE THE PLATFORM OR OTHERWISE ARISING FROM THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF THE CULINARY AGENTS PARTIES SHALL BE LIMITED TO THE AMOUNT YOU HAVE PAID US IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
You agree to defend, indemnify, and hold the Culinary Agents Parties and all successors, licensees, and assigns harmless from and against any claims, actions, or demands, and all related costs, expenses and other losses, including, without limitation, reasonable legal and accounting fees, arising or resulting from (i) your breach of any representations, warranties or other obligations or commitments set forth in this Agreement; (ii) any User Content provided through your account; and (iii) your access to, use, or misuse of the Platform, Our Content or any User Content of any other user. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
14. Applicable Law
This Agreement and the relationship between you and us, and any disputes arising from this Agreement or the relationship between you and us, shall be governed by the laws of the State of New York without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the State and County of New York.
16. Copyright Infringement
We respect the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied or used in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our copyright agent with the following information (“Notice”): (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (2) a description of the copyrighted work or other intellectual property that you claim has been infringed; (3) a description of where the material that you claim is infringing is located on the Platform; (4) your address, telephone number, and email address; (5) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Our designated copyright agent under the Digital Millennium Copyright Act (the “DMCA”) for the receipt of Notices which may be given under the DMCA is as follows:
- Culinary Agents
- 1204 Broadway, 3rd Floor
- New York, NY 10001
- Email: [email protected]
17. Binding Arbitration
In the event of a dispute arising under or relating to the Platform or this Agreement (each, a “Dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL. DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA. Any court in New York, New York may enforce the arbitrator’s award. The arbitration shall be administered by the Judicial Arbitration and Mediation Platforms (“JAMS”) pursuant to JAMS’ Streamlined Arbitration Rules and Procedures, if applicable, or otherwise pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules (the “JAMS Rules”). Such disputes will be resolved by the arbitrator as determined under the JAMS Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in New York, New York. The parties may litigate in court to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. In addition, we may litigate in court to seek injunctive relief.
18. Class Action Waiver
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Copyright 2016 Culinary Agents Inc. All rights reserved.
Additional Business User Terms
In consideration for your use of the Platform, you shall pay us the fees set forth on our pricing page, in accordance with the payment schedule set forth therein.
Confidentiality of Talent Personal Information
The Platform allows you to access and receive Personal Information (which may include social security numbers) relating to Talent. You acknowledge the sensitivity of this information and you agree to (i) hold all such Personal Information in confidence, using the same degree of care that you use to protect your own confidential information, but in no event less than a reasonable degree of care; (ii) not share any such Personal Information with any third party; and (iii) use such Personal Information for the sole purpose of evaluating the Talent for the employment opportunity(ies) for which Talent applied and for no other purpose whatsoever.
For the avoidance of doubt, your indemnity obligations under Section 13 of the Agreement apply to any and all claims, actions, or demands, and all related costs, expenses and other losses, including, without limitation, reasonable legal and accounting fees, arising or resulting from your failure to maintain the confidentiality of any Talent Personal Information or any other breach of your obligations set forth above.