Culinary Agents Terms and Conditions of Use Agreement
Last update: July 16, 2013
1. Description of Service, Acceptance of Terms, Modification
Culinary Agents Inc. (“Company”) provides users (“Users”) of the web pages located at www.culinaryagents.com (the “Site”) with a platform for connecting Users seeking professional opportunities in the food and beverage industry (“Talent”) to Users seeking candidates for such opportunities (“Talent Seekers); communication by and between Users; the posting, linking to or uploading of User Content (defined below) and other features, functions or services on the Site (collectively, the “Service”). The Service may include web hosting for storing User Content, the creation of web pages for personalized User web pages, and the cataloging and indexing of User Content.
This Terms and Conditions of Use Agreement (the “Agreement”) sets out the legally binding terms between you and Company. This Agreement applies to all Users of the Site or Service, including Users who submit any content, information or other materials on the Site. If you choose to use the Site or Service, you will be agreeing to abide by all of the terms and conditions of the Agreement. Company may change, add or remove portions of this Agreement at any time, but if it does so, it will post such changes on the Site.
IF ANY OF THESE RULES OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT USE THE SERVICE. YOUR CONTINUED USE OF THE SERVICE NOW, OR FOLLOWING THE POSTING OF NOTICE OF ANY CHANGES IN THIS AGREEMENT, WILL INDICATE ACCEPTANCE AND AGREEMENT BY YOU OF SUCH RULES, CHANGES, OR MODIFICATIONS.
Company may change, suspend or discontinue any aspect of the Service at any time, including the availability of any Service feature, database, or content. Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.
In addition, when using particular Company services, you and Company may be subject to any 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, Company may offer other services from time to time that are governed by different terms of service.
Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new Company properties and additional promotional activities to benefit the User, shall be subject to this Agreement.
3. License and Site Access
Company grants you a limited license to access and make personal use of the Site and the Service. You agree not to download (other than page caching) or modify the Site, or any portion of it, except with express written consent of Company. This license does not include any resale or commercial use of the Site, the Service, or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. Illegal and/or unauthorized use of the Site or Service, including collecting usernames, email addresses or User Content of other Users by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the Site or other illegal purposes will be investigated. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from posts or accounts without notice and may result in termination of membership privileges. Company will take appropriate legal action for any illegal or unauthorized use of the Site or the Service. The Site, Service, or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Company. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, content, text, page layout, or form) of Company and our affiliates or other Users without express written consent, except as otherwise provided and made available through the Site or the Service.You may not use any meta tags or any other “hidden text” utilizing Company’s name or trademarks without the express written consent of Company. Any unauthorized use terminates the permission or license granted by Company. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to Company so long as the link does not portray Company, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive manner. You may use the Company logo or other proprietary graphic or trademark of Company as part of the link, subject to Company’s usage requirements and Company’s right to revoke such permission in its sole discretion.
4. Using the Service
a) You will receive a password and a username designation upon completing the Service'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. Certain Site features and Services may require a subscriber or registration fee to gain access. Users agree not to share their username and password with anyone. You agree to (i) immediately notify Company 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. Company cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 4.
c) Company reserves the right to approve any application for a User account at any time for any reason with any conditions at the sole discretion of Company. Company reserves the right to terminate any User account at any time for any reason with any conditions at the sole discretion of Company.
d) Company may charge a fee, either on a one-time or subscription basis, as a flat fee or a percentage of a transaction consummated between Users, for certain features, functionalities, or services (“Premium Services”). You authorize Company, or its designated payment processor, to charge your specified credit card, debit card or other payment method for such fees. You acknowledge that Company’s Premium Services are subject to this Agreement and any additional terms related to the provision of the Premium Service, as may be stated elsewhere throughout the Site and Service. You agree to pay Company timely for any fees applicable to Premium Services you purchase or that are purchased through your account due plus all related taxes, and to reimburse us for all collection costs, including any collection agency and legal fees, and interest for any overdue amounts. You agree that Company may use all legal means available to collect unpaid fees should our attempts to process your fees fail for any reason. Except as required by law, all fees are nonrefundable. Payments and purchases may not be canceled by the user, except as required by law. Nonetheless, Company reserves the right but not the obligation to offer a refund or discount or other consideration (“Credits”) to Users at any time, and for any reason. The amount and form of such Credits, and the decision to provide them, are at Company’s sole discretion. The provision of Credits in one instance does not entitle you to Credits in the future for similar instances, nor does it obligate Company to provide Credits in the future, under any circumstance.
e) The Company may provide Users with a venue and a set of tools to engage in sales of certain goods or products with each other (a “Marketplace”). Notwithstanding anything in this Agreement, Company does not take title to any such goods or products at any time and shall not be held to transfer legal ownership of items from one User to another. Company does not guarantee the quality, safety or legality of goods or products offered via any Marketplace, the truth or accuracy of Marketplace listings, the ability of Users to provide items offered in the Marketplace, the ability of Users to provide pay for items purchased in any Marketplace, or that a User will actually complete a transaction.
f) You may not use the Site for transactions that (1) show the personal information of third parties in violation of applicable law, (2) are false, deceptive, misleading, deceitful, misinformative, or constitute “bait and switch”; (3) employ misleading email addresses, forged headers or otherwise manipulate identifiers in order to disguise the origin of content transmitted through the Site; or (4) would violate securities laws, rules or regulations.
g) You may not use the Site or Service for activities that relate to sales of (1) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (2) drug paraphernalia, (3) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (4) items that promote hate, violence, racial intolerance, or the financial exploitation of a crime, (5) items that are considered obscene, (6) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (7) certain sexually oriented materials or services, or (8) certain firearms, firearm parts or accessories, ammunition, or weapons.
You agree to not use the Site or export any portion of the Site, including the User Content (defined below) 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.
6. Uploaded 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 on the Site or through the Service and any such content that you provide or make available to other Users through the Site (collectively, “User Content”). You are responsible for all User Content, as set forth below.
Information or User Content provided by other Users may contain inaccurate, inappropriate or offensive material, products or services, and Company assumes no responsibility or liability for this material.
Company reserves the right, in its sole discretion, to reject, refuse to post or remove or modify any posting by you, or to restrict, suspend, or terminate your access to all or any part of the Site and/or the Service at any time, for any or no reason, with or without prior notice, and without liability.
User Content shall not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, violate any confidentiality agreement or other contract or be otherwise injurious to third parties or objectionable and shall not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any User Content. Company has the right but not the obligation to remove or edit User Content, but does not regularly review User Content. Company takes no responsibility and assumes no liability for any User Content.
The following is a partial list of the kind of User Content that is illegal or prohibited on the Site and the Service. Company reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending User Content from the Site or Service and terminating the membership of such violators. Prohibited User Content includes content that: (i) is obscene, patently offensive, or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (ii) harasses or advocates harassment of another person; (iii) involves the transmission of "junk mail", "chain letters," or unsolicited mass mailing or "spamming"; (iv) consists of information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (v) consists of an illegal or unauthorized copy of a copyrighted work, such as sound recordings, musical compositions and videos in which you do not personally own the copyright or otherwise do not have the necessary authority from the copyright owner(s); (vi) computer programs or links to them or providing information to circumvent manufacturer-installed copy-protect devices, or infringing materials; (vii) contains restricted or password-only access pages or hidden pages or images (those not linked to or from another accessible page); (viii) provides material that exploits people under the age of 18 or solicits personal information from anyone under 18; (ix) provides instructional information about illegal activities; (x) solicits passwords or personal identifying information for commercial or unlawful purposes from other Users; (xi) involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, advertising, or pyramid schemes; or (xii) uses any unfair, misleading or deceptive content intended to draw traffic to the profile.
7. Intellectual Property
As between you and the Company, the Company is the owner of all intellectual property rights, including all copyrights, patents, trademarks associated with the Site and the Service, including all associated software, logos, text, and graphics. You agree not to use any Company intellectual property without Company’s prior permission. You grant the Company a nonexclusive, irrevocable, worldwide, perpetual, unlimited, fully paid up and royalty-free right to us to copy, prepare derivative works of, improve, distribute, publish, use and commercialize, in any way now known or in the future discovered, including without limitation for the purposes of promoting the Company, any User Content you upload through the Service or to the Site or otherwise provide to Company.
a) You agree to abide by the terms of this Agreement, and to not use the Service to: (i) interfere with, manipulate, or take any actions that may undermine the integrity of any rating system used on the Service; (ii) 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; (iii) collect or store personal data about other Users; (iv) harass, abuse, or harm another person, or (v) in order to contact, advertise to, solicit, or sell to any other User without their prior explicit consent.
b) Without limiting other remedies, Company and its affiliates may immediately warn Users of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide the Service to you if: (i) you breach this Agreement or the documents it incorporates by reference; (ii) we are unable to verify or authenticate any information you provide to us; or (iii) we believe that your actions may cause financial loss or legal liability for you, us or our Users. Your membership will be terminated and you will be denied access to the Service if you breach this Agreement or any other agreement between you and Company in any way.
c) You are solely responsible for your interactions with other Users of the Site. Company reserves the right, but has no obligation, to monitor disputes between you and other Users.
9. Use & Storage
You acknowledge that Company may establish general practices and limits concerning use of the Service, including without limitation the maximum number of days that User Content will be retained by or made available through the Service, the maximum disk space that will be allotted on Company's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that Company has no responsibility or liability for the blocking, deletion or failure to store any User Content maintained or transmitted by the Service. You acknowledge that Company reserves the right to cancel accounts that are inactive for an extended period of time. You further acknowledge that Company reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
10. Third-Parties, Links and Syndication
Company may terminate this Agreement at any time for any reason. Sections 6, 7, 12, 13, 14, 15, 16, 17 and 18 shall continue in full force and effect upon any termination of this Agreement.
12. Representations & Warranties
a) 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.
b) You represent and warrant that you are more than 16 years of age, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement. 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 Service. Your membership or access to the Site and Service 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 User account at any given time.
d) 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.
e) You represent and warrant that your use of the Site and Service shall be in compliance with any applicable laws, rules and regulations of any governmental authority.
f) You represent and warrant that you will not use the Service 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.
The views expressed on the Site or through the Service are not the views of Company. You acknowledge that any reliance on any opinion, advice, statement, or information available on the Site or the Service is at your sole risk. The Site and the Service contain views, opinions, statements, and recommendations of third-party individuals and organizations, and Company does not represent or endorse the accuracy, correctness, or reliability of any advice, opinion, statement, or other information displayed, uploaded, or distributed through the Site or the Service. Company makes no warranty as to the quality, accuracy, completeness, and validity of any materials on the Site or the Service and does not warrant that the functions contained on the Site will be uninterrupted or error-free, or that defects will be corrected.
Company acts as a platform for Talent Seekers to post job opportunities and search for and evaluate candidates and for Talent to post resumes, profiles and search for and evaluate job opportunities. Company is not obligated to screen or censor the job opportunities, resumes, profiles or other User Content and is not liable for omission to do so. Company is not to be considered to be an employer with respect to your use of the Site and Service.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY EXPRESSLY DISCLAIMS 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. COMPANY MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY IS NOT INVOLVED IN ANY ACTUAL COMMUNICATION BETWEEN USERS AND THEREFORE MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE TRUTHFULNESS, ACCURACY, LEGALITY, COMPLETENESS, TIMELINESS OR RELIABILITY OF ANY USER CONTENT OR ANY FORM OF COMMUNICATION BETWEEN USERS. COMPANY ASSUMES NO RESPONSIBILITY OR LIABILITY FOR SUCH CONTENT OR COMMUNICATIONS. ANY RELIANCE ON USER CONTENT OR COMMUNICATION BETWEEN USERS WILL BE AT YOUR OWN RISK. COMPANY CANNOT GUARANTEE THAT USERS 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 WITH WHOM YOU COME IN CONTACT THROUGH THE SERVICE AND RELEASE COMPANY AND ITS AFFILIATES 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 USER(S). COMPANY MAKES NO REPRESENTATIONS OR GUARANTEES AT ANY TIME THAT THE SERVICES WILL MEET YOUR EMPLOYMENT OBJECTIVES OR NEEDS. COMPANY DOES NOT GUARANTEE THAT THE SERVICES WILL RESULT IN EMPLOYMENT, POSITIONS BEING FILLED OR EMPLOYEES BEING RETAINED AND IS NOT RESPONSIBLE OR LIABLE FOR ANY OF YOUR BUSINESS, EMPLOYMENT HIRING AND/OR SALARY DECISIONS, FOR WHATEVER REASON.
14. Indemnification, Limited Liability
a) You hereby indemnify and hold harmless, and upon Company’s request, defend, Company and its affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) arising out of any claim, action, or proceeding brought by a third party based on: (i) a breach of any warranty, representation, covenant or obligation of yours under this Agreement; or (ii) any allegation that any User Content provided, uploaded, syndicated, linked to or authorized by or on behalf of you hereunder or Company’s or any User’s use thereof violates or infringes the rights of another party. You will reimburse Company and its affiliates on demand for any actual payments made in resolution of any liability or claim that is subject to indemnification under this Section 14, provided that Company attempts to obtain your written consent prior to making such payments, and such consent is not unreasonably withheld, delayed or conditioned. Company shall promptly notify you of any such claim, and you shall assume control of the defense of such claim upon Company’s request. Company shall have the right, at its expense, to participate in the defense thereof under your direction.
b) EXCEPT PURSUANT TO YOUR INDEMNITY OBLIGATION IN SECTION 14(a), AND EXCEPT FOR A BREACH OF YOUR REPRESENTATIONS AND WARRANTIES IN SECTION 12, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICE DURING THE TERM OF MEMBERSHIP.
15. Applicable Law
This Agreement and the relationship between you and Company shall be governed by the laws of the State of New York without regard to its conflict of law provisions. You and Company agree to submit to the personal and exclusive jurisdiction of the courts located within the State and County of New York.
17. Copyright Infringement
Company respects 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 Company’s 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 Site; (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. Any Notice of claims of copyright or other intellectual property infringement must be sent to Company at:
- Culinary Agents
- 79 Madison Ave. 2nd flr
- New York, NY 10016
- Email: [email protected]
Please note that this procedure is exclusively for notifying Company and its affiliates that your copyrighted material has been infringed.
b) The failure of Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
c) If any provision of this Agreement 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 Agreement remain in full force and effect.
d) 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 Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
e) The section titles in this Agreement are for convenience only and have no legal or contractual effect.