TERMS OF USE

TERMS OF USE " COOK WITH OSCAR"

He website located at www.cookwithoscar.com (the “Website”) is a copyrighted work belonging to The Perfect Cook LlC (“Cookwithoscar”, “us”, “our”, and “we”). The Website provides a way for people to connect with professional Chef outside of a restaurant setting, through cooking classes, meals, and culinary tours, guests experience personal and alternative culinary experiences. Certain features of the Website may be subject to additional guidelines, terms, or rules, which will be posted on the Website in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into this Agreement.

THESE TERMS OF USE (“TERMS”) SETS FORTH THE LEGALLY BINDING TERMS FOR YOUR USE OF THE WEBSITE. BY ACCESSING, DOWNLOADING, OR USING THE WEBSITE, YOU ARE ACCEPTING THESE TERMS AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT. YOU MAY NOT ACCESS OR USE THE WEBSITE OR ACCEPT THESE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS AND/OR USE THE WEBSITE.

1. HOW COOKWITHOSCAR WORKS

The COOKWITHOSCAR Website is a platform of cooking classes and culinary live clases (with a “chef” as a professor) with users who enjoy attending and participating in such food class (each, a “Guest”). Chef create online profiles which feature their food preferences, meals they enjoy cooking, ingredients used, dates and menus for their upcoming food class and photos of previous and planned meals.

Chef may choose to host their own class or to cater the private class of their Guests (each, an “Class”). In the class, the chef will create and post a menu of the meal to be served, and the date and time of the Class. If a Guest decides they want to attend the chef’s Class, the Guest can request a reservation to attend the chef’s Class. Upon acceptance of such reservation by the chef (such reserved Class, a “Booked Class”), Cookwithoscar will make available to the Guest, the necessary information for attendance of the Class and charge the Guest’s Member Account (as defined below) in accordance with Section 4 below.

In the class a chef chooses to cater a private class at a location designated by a Guest (a “Private Class”), the Guest will provide the chef certain information about the desired Private Class, such as the date of the proposed Private Class, number of people who will attend, and any dietary restrictions. If a chef decides that they are willing to host the proposed Private Class, the chef will designate a fee for such Private Class. Upon acceptance of the proposed terms of the Private Class, including the applicable fees, by the Guest, Cookwithoscar will charge the Guest’s Member Account, at which time the Private Class will be deemed a Booked Class.

2. MEMBER ACCOUNTS

In order to use certain features of the Website, you will have to create an account with Cookwithoscar (“Member Account”) and provide certain information about yourself as prompted by the Website. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Member Account at any time, for any reason, by following the instructions on the Website. For more information on how your personal information is shared between the Website and Facebook, please read our Privacy Policy. You may never use another’s Member Account without permission. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.

Chef may choose to host their own class or to cater the private class of their Guests (each, an “Class”). In the class, the chef will create and post a menu of the meal to be served, and the date and time of the Class. If a Guest decides they want to attend the chef’s Class, the Guest can request a reservation to attend the chef’s Class. Upon acceptance of such reservation by the chef (such reserved Class, a “Booked Class”), Cookwithoscar will make available to the Guest, the necessary information for attendance of the Class and charge the Guest’s Member Account (as defined below) in accordance with Section 4 below.

In the class a chef chooses to cater a private class at a location designated by a Guest (a “Private Class”), the Guest will provide the chef certain information about the desired Private Class, such as the date of the proposed Private Class, number of people who will attend, and any dietary restrictions. If a chef decides that they are willing to host the proposed Private Class, the chef will designate a fee for such Private Class. Upon acceptance of the proposed terms of the Private Class, including the applicable fees, by the Guest, Cookwithoscar will charge the Guest’s Member Account, at which time the Private Class will be deemed a Booked Class.

3. YOUR USE OF THE WEBSITE

Subject to these Terms, you are granted a limited license to (a) use Website and the functionality provided by the Website to upload, store, display, aggregate, organize, and share your photographs, descriptions, reviews, ratings, comments and other material (“Content”), (b) to copy, display, and use the functionality, materials, features, and services provided by the Website (collectively the “Materials” and as further defined in Section 7) solely for your personal, non-commercial use, and (c) share, copy and display any photographs, artwork, and illustrations appearing on the Cookwithoscar Website, provided your use is for your personal non-commercial use and you attribute the work to Cookwithoscar. The design and layout of the Website are specifically excluded from the Materials.

4. CLASS FEES & REFUNDS

(a) Guest Payments. Each Guest will pay the fees for each Class (the “Contribution”) in advance. By reserving admission to an Class, you agree to that your payment card or other payment means may be charged for the full amount of the Contribution prior to the Class.

(b) Chef Compensation. If you are a chef, following the Class Cookwithoscar will remit the total amount of the Contributions it has collected from each Guest for that Class, less Cookwithoscar Commission (as described in you Member Account profile page) and Rental Fees (as described in Section 4(f) below), if any.

(c) Payment Information. All information that you provide to us or our third party payment processor must be accurate, current and complete. By attending any Class, you authorize Cookwithoscar to charge your payment card in accordance with this Section 4. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT CARD(S) OR OTHER PAYMENT MEANS USED TO PAY ANY CONTRIBUTION. You agree to pay all charges incurred by you or any users of your Member Account and payment card (or other applicable payment mechanism). Verification of information applicable to payments made by Guests may be required prior to your attendance of any Class.

All payments are made via our third party payment processor, who will remit a fee to Cookwithoscar in accordance with Sections 4(d) and 4(e) below, and the remainder to the Class chef. You will be responsible for paying any applicable taxes relating to your payments and will indemnify and hold harmless Cookwithoscar from any and all taxes, including sales tax, based on any payments made by you via the Website. Cookwithoscar does not make any representation or render any advice as to the potential tax implications of any payments made via the Website, or Class, and you should consult your tax professional with regards to the same.

(d) Cancellation Fees. If you, as a Guest, cancel your Booked Class:

  • Up to 48 hours before the scheduled time of the Class (the “Start Time”), you will receive a full refund;
  • Less than 48 hours of the Start Time, you will not receive any refund.

(e) Cookwithoscar Fees. Joining the Website, creating a user profile and creating and searching for Class is free. If you are a chef, however Cookwithoscar does, however, charge a commission (as described in Section 4(b)) for any payments made via the Cookwithoscar service, which are listed in your profile page available via your Member Account. (g) Refunds. Cookwithoscar’s third party payment processor will hold all pre-paid amounts in escrow up until twenty four hours after the scheduled end-time for such Class, at which time the pre-paid amount will be paid out to the chef in accordance with this Section 4. In the class you, as a Guest, are dissatisfied with any Class that you actually attend, you may submit a complaint within 24 hours of the scheduled end-time of the applicable Class to Cookwithoscar’s customer service department by emailing Cookwithoscar at support@cookwithoscar.com. Please include in your email: your name, contact information, the date and time of the Class you attended, and a description of your complaint. Cookwithoscar reserves the right, in its sole discretion, to issue refunds, and may withhold chef fees in the class of a complaint. Notwithstanding, in the class any Booked Class is cancelled prior to the scheduled date and time, you will be refunded all amounts prepaid by you in connection with such class.

YOU ACKNOWLEDGE AND AGREE DISASTIFACTION WITH THE TASTE OF ANY MEAL PROVIDED DURING, OR OVERALL ENJOYMENT OF, ANY CLASS IS NOT, BY ITSELF, SUFFICIENT GROUNDS TO RECEIVE A REFUND.

(h) Third Party Payment Processors. Cookwithoscar uses Paypal as its third party service provider for payment services (.e.g. card acceptance, and related services). By making or accepting any payments on the Website, you agree to be bound by Paypal’s Privacy Policy at: https://www.paypal.com/us/webapps/mpp/ua/privacy-full  and hereby consent and authorize Cookwithoscar and Paypal to share any information and payment instructions you provide to the minimum extent required to complete your transactions. By making or receiving payments on our Website, you also agree to be bound by Paypal’s services agreement at: https://www.paypal.com/us/webapps/mpp/ua/legalhub-full and Stripe’s connect agreement at: https://www.paypal.com/us/webapps/mpp/ua/legalhub-full .

(i) Non-Circumvention. In order for Cookwithoscar to keep bringing you our services, it is imperative that our users understand and agree that we depend on our users complying with the spirit of these Terms. In particular, we require that all of our Guests and Chef make any payments due between them, through our platform. As such, you acknowledge and agree that you will pay all fees due or owed to any chef or Guest in connection with any Class booked or otherwise arranged through our Services, through our Website, and that you will not pay any other user directly any fees associated with any such Class, or otherwise circumvent the payment process hereunder.

5. INTELLECTUAL PROPERTY OWNERSHIP

(a) Except for your Content, all text, content, documents, names, logos, trademarks, service marks, brand identities, characters, trade names, graphics, designs, copyrights, trade dress, or other intellectual property appearing in the Website, and the organization, compilation, look and feel, illustrations, artwork, videos, music, software and other works on the Website (the “Materials”) are owned by Cookwithoscar and its affiliates or used with permission or under license from a third party (hereinafter collectively referred to as the “Owner”) and are protected under copyright, trademark and other intellectual property and proprietary rights laws. As between Cookwithoscar and you, all right, title and interest in and to the Materials will at all times remain with Cookwithoscar and/or its Owners. The word “Cookwithoscar,” the Cookwithoscar logo, and other marks, logos and titles are registered and/or common law trade names, trademarks or service marks of Cookwithoscar. All Content is the sole responsibility of the user who provided it and is stored upon Cookwithoscar’s servers and/or system solely at the direction of such user. Please see the Digital Millennium Copyright Act section below for more details. Cookwithoscar reserves all other rights. Except as expressly provided herein, nothing on the website shall be construed as conferring any license under Cookwithoscar’s and/or its Owner’s intellectual property rights, whether by estoppel, implication or otherwise. Notwithstanding anything herein to the contrary, Cookwithoscar may revoke any of the foregoing rights and/or your access to the Website, or any part thereof, including the blocking of your IP Address, at any time without prior notice.

(b) You retain ownership of your Content, and you hereby grant (1) Cookwithoscar and its designees a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty-free, fully paid-up, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, and publicly display and perform (publicly or otherwise) your Content, solely in connection with the Website (including without limitation for purposes of promoting the Website), and (2) users of the Website a limited, revocable, non-exclusive, royalty-free, fully paid-up right to reproduce, distribute and publicly display your Content, provided such users give attribution and use your Content solely for their personal, non-commercial purposes. For the avoidance of doubt, you agree that your sole compensation with regards to Cookwithoscar’s use of your Content, including for its own promotional purposes, is your use of the Site in accordance with these Terms, and that you shall not be entitled to any other form of compensation in relation thereto. Please note that, while you retain ownership of your Content, any template or layout in which you arrange or organize such Content through tools and features made available through the Website are not proprietary to you, and can be used by Cookwithoscar and others for any purposes. You acknowledge and agree that you have no rights in any such template and/or layout, and such template or layout shall be the sole and exclusive property of Cookwithoscar. You represent, warrant and covenant that (i) you own or otherwise possess all necessary rights with respect to your Content, (ii) your Content does not and will not infringe, misappropriate, use or disclose without authorization, or otherwise violate any intellectual property or proprietary right of any third party, and are not unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, and (iii) you have the written consent, release, and permission of each and every identifiable person included in your Content to use the name or likeness of such persons and to authorize Cookwithoscar to store, copy, display or otherwise distribute such person(s) name and likeness in connection with the Website.

(c) By using the Website, you hereby grant Cookwithoscar and its designees a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual right and license to use your name, image, , and likeness (your “ Image”), solely in connection with the Website (including without limitation for the purposes of promoting the Website), provided, however, Cookwithoscar shall not use your Image in any manner which implies (directly or indirectly) endorsement, sponsorship, approval or recommendation by you of the Website or Cookwithoscar.

6. LIMITED USE; RESTRICTIONS ON USE

No other use of the Website or Materials is authorized. Framing of the Website or Materials or posting Materials on other web sites is strictly prohibited. The use or misuse of any Materials, except as provided in the Terms of Use of in the Materials, is strictly prohibited. You shall not, without the Cookwithoscar’s express written consent: (a) distribute text or graphics to others, (b) copy and retransmit, disseminate, broadcast, circulate, or otherwise distribute the Materials on any other server, or modify or re-use all or part of the Materials on this system or any other system, (c) use any tradename, trademark, or brand name of Cookwithoscar in metatags, keywords and/or hidden text, (d) copy, distribute, modify, transmit, perform, reuse, re-post, or otherwise display the Materials, in whole or in part, for public or commercial purposes and shall not modify, translate, alter or create any derivative works thereof, (e) create derivative works from the Materials or commercially exploit the Materials, in whole or in part, in any way, and (f) use the Website, the Materials, and/or any portion thereof, in any manner that may give a false or misleading impression, attribution or statement as to Cookwithoscar, the Owner, or any third party referenced therein. You shall use the Materials, and/or any services and products on the Website or accessible via the Website for lawful purposes only. We reserve all other rights. You do not acquire ownership rights to any Materials viewed or accessed, and Cookwithoscar’s posting of the Materials on the Website does not constitute a waiver of any right in such Materials. You shall not alter, remove or obscure any copyright notice, digital watermarks, proprietary legends or any other notice included in the Materials.

7. ACCEPTABLE USE

Your use of the Website is conditioned upon your compliance with the following rules (“Acceptable Use Restrictions”):

(a) You shall not upload to, transmit through, or display via the Website any Content that: (i) that promotes drinking and driving or irresponsible consumption of alcohol, disparages competitive products, is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes our or any third party’s intellectual property or other rights; (ii) contains confidential, proprietary, or trade secret information of any third party; (iii) would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law, including, without limitation, material that depicts child-pornography, acts of violence, drug use or would violate the regulations of the U.S. Securities and Exchange Commission or any rules of a securities exchange such as the New York Stock Exchange, the American Stock Exchange or the NASDAQ; (iv) impersonates any person or entity, falsely states or otherwise misrepresents your affiliation with any person or entity, or uses any fraudulent, misleading or inaccurate email address or other contact information; (v) makes any statement, express or implied, that you are endorsed by Cookwithoscar; (vi) contains any unsolicited promotions, political campaigning, advertising or solicitations; (vii) discloses the private information of any third party, including, without limitation, addresses, phone numbers, email addresses, health information, Social Security numbers and credit/debit card numbers; or (viii) in our sole judgment is inappropriate or objectionable or which restricts or inhibits any other person from using or enjoying the Website, or which may expose the Cookwithoscar, any of its officers, directors, or employees, or other users to any harm or liability of any type.

(b) You shall not use the Website to engage in any of the following activities: (i) accessing, using, or uploading Content to, or attempting to access, use, or upload Content to another user’s account without permission; or (ii) transmitting, uploading, or downloading, any software or other materials that contain any viruses, worms, trojan horses, defects, date bombs, time bombs or other items of a destructive nature.

(c) You shall not: (i) modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Website; (ii) remove any copyright, trademark or other proprietary rights notices contained in or displayed on any portion of the Website; (iii) “frame” or “mirror” any portion of the Website, or link to any Material other than via the homepage of the URL located at http://www.cookwithoscar.com or the URLs provided by us to you for such purposes, without our prior written authorization; (iv) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, «data mine» or in any way reproduce or circumvent the navigational structure or presentation of the Website; or (v) harvest or collect information about or from users of the Website without their express consent and, if such consent is provided, only pursuant to applicable law. Cookwithoscar does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Cookwithoscar expressly disclaims any and all liability in connection with User Content. Cookwithoscar does not permit copyright infringing activities and infringement of intellectual property rights on the Website, and Cookwithoscar reserves the right to remove Content without prior notice and/or to terminate a User’s access to the Website, if the User has been notified of infringing activity and has had Content removed from the Website more than twice. Cookwithoscar also reserves the right to decide whether Content is appropriate and complies with these Acceptable Use Restrictions at any time, without prior notice and at its sole discretion.

(d) The Website allows users to post reviews, ratings and comments about Class, Chef and Guests (collectively, “Reviews”). Cookwithoscar shall have the right, but not the obligation to monitor or review any Reviews at any time for any readily apparent violation of these Terms, including for the purpose of identifying and rejecting Reviews which violate Section 10(a). Notwithstanding the foregoing, you acknowledge that Cookwithoscar is under no obligation to edit or modify any information available in any Reviews or decide any dispute or disagreement between the posters and shall have no liability to you for any content posted in a Review. The Website enables you to publish, store, reproduce and perform Reviews and you are solely responsible for any content, opinion, statement, recommendation or advice contained therein. You acknowledge that any opinions, statement, recommendation, ratings, offers, advice or other information presented or disseminated in any Review are those of their respective authors who are solely responsible and liable for their content. Cookwithoscar reserves the right to refuse to post or remove any material submitted or posted in any Review.

(e) For safety, all written communications must be conducted via the Website.

8. SUBMITTED IDEAS

While Cookwithoscar appreciates your interest in Cookwithoscar and the Website, Cookwithoscar does not want and cannot accept any ideas or information you consider confidential and/or proprietary. Except with respect to your personally identifiable information (as expressly provided for in the Privacy Policy), all comments, suggestions, ideas, notes, drawings, concepts, or other information disclosed or offered to us by you through the Website or in response to solicitations on the Website shall be deemed to be non-confidential and non-proprietary and shall be the exclusive property of Cookwithoscar. Further, you understand and acknowledge that Cookwithoscar employs both internal and external resources which may have developed or may in the future develop ideas identical to or similar to your suggestions or comments to suggestions and that Cookwithoscar is only willing to consider the suggestion on these terms. In any class, you acknowledge and agree that Cookwithoscar assumes no obligation of confidentiality or nondisclosure, express or implied by considering your suggestion or idea. Without limitation, Cookwithoscar shall exclusively own, and you hereby irrevocably transfer and assign to Cookwithoscar, all now known or hereafter existing rights in and to the suggestion, and Cookwithoscar shall be entitled to unrestricted use of the suggestion for any purpose whatsoever, commercial or otherwise without any form of compensation.

9. COOKWITHOSCAR ONLINE PRIVACY POLICY

Cookwithoscar takes your privacy very seriously. Cookwithoscar’s online Privacy Policy describes the collection, use, and sharing of certain personally identifiable information that may be provided in connection with the use of the Website. Please read and understand our Privacy Policy before accessing our using the Website.

10. DIGITAL MILLENNIUM COPYRIGHT ACT

Cookwithoscar is committed to respecting and protecting the legal rights of copyright owners. As such, Cookwithoscar adheres to the following notice and take down policy, in full compliance with Section 512(c)(3) of the DMCA (17 U.S.C. § 512 et seq.). If you believe any of the Content infringes upon your intellectual property rights, please submit a notification alleging such infringement (hereafter a “DMCA Takedown Notice”). To be valid, a DMCA Takedown Notice must (i) be provided to Cookwithoscar’s designated agent, (“Copyright Agent”), as set forth below, and (ii) include the following:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works;
  • Identification of the material claimed to be infringing or to be the subject of infringing activity and that is to be removed or access disabled and information reasonably sufficient to permit the service provider to locate the material;
  • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that, under penalty of perjury, the information in the notification is accurate and you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed. Cookwithoscar’s Copyright Agent to receive DMCA Takedown Notices is: Cookwithoscar Legal, email: support@cookwithoscar.com. For clarity, only DMCA Takedown Notices should go to the Copyright Agent; any other feedback, comments, online purchases or other communications should be directed to the applicable customer service links posted on the Website. You acknowledge that in order for Cookwithoscar to be authorized to takedown any Content, your DMCA Takedown Notice must comply with all of the requirements of this Section.

11. UNITED STATES ONLY

By using the Website, you agree and acknowledge that the Website is hosted in the United States. If you are attempting to access the Website from a physical location within the European Union, Asia, or any other region with laws or regulations governing personal data collection, use, and disclosure that differ from United States laws, please be advised that through your continued use of this Website, which is governed by U.S. law, this Terms of Use, and the Cookwithoscar Privacy Policy, you are transferring your personal information to the United States and you consent to (i) such transfer, (ii) the application of the laws of the United States and/or the State of Florida with respect to any dispute arising from or related to the Privacy Policy and/or your use of the Website, other than such rules, regulations, case law, and/or international treaties that would result in the application of the laws of a jurisdiction other than the United States or the State of Florida, and (iii) the exclusive jurisdiction of the courts of the United States and the State of Florida. Any claim or dispute between you and Cookwithoscar that arises in whole or in part from your use of the Website or in connection with the Privacy Policy shall be decided exclusively by a court of competent jurisdiction located in Florida, U.S.A. Each party hereby agrees that such court shall have in personam jurisdiction and venue with respect to such party, and each party hereby submits to the in personam jurisdiction and venue of such courts and waives any objection based on inconvenient forum.

12. DISCLAIMERS

Cookwithoscar’s Website acts solely as a venue to allow food lovers, and people who enjoy entertaining and participating in Class to connect and meet. Cookwithoscar makes no representation relating to and does not offer any opinion, recommendation, or advice regarding the legality of, tax implications and liabilities of, or any licenses, permits or other consents that may be necessary to host and otherwise provide, any Class. Should you have any questions related to the legality of or consents necessary to host any Class, you should consult your own legal counsel. As such, you agree that you, as a chef, are solely responsible for your Class and agree to indemnify, defend and hold harmless Cookwithoscar from any claims, suits, losses, damages, costs and expenses (including reasonable attorneys’ fees) relating to or arising from your Class, including any violation of any applicable laws, rules, regulations and local ordinances, including without limitation, necessary permits, alcohol licenses, fire codes, and health and safety inspections, or other taxes and payments which may be applicable to your Class.

WITHOUT LIMITING THE FOREGOING, THE MATERIALS AND ALL OTHER FEATURES ON THE WEBSITE ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND WITH RESPECT TO THE WEBSITE AND/OR MATERIALS, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. SHOULD APPLICABLE LAW NOT PERMIT THE FOREGOING EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, THEN COOKWITHOSCAR HEREBY GRANTS THE MINIMUM EXPRESS OR IMPLIED WARRANTY REQUIRED BY SUCH APPLICABLE LAW. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COOKWITHOSCAR, ITS EMPLOYEES, AGENTS, SUPPLIERS OR ANY OTHER PERSONS SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS SECTION. ADDITIONALLY, COOKWITHOSCAR DOES NOT MAKE ANY WARRANTIES THAT THE WEBSITE WILL BE UNINTERRUPTED, SECURE OR ERROR FREE OR THAT YOUR USE OF THE WEBSITE WILL MEET YOUR EXPECTATIONS, OR THAT THE WEBSITE, CONTENT, OR ANY PORTION THEREOF, IS CORRECT, ACCURATE, OR RELIABLE. COOKWITHOSCAR RESERVES THE RIGHT TO CHANGE ANY PART OF THE WEBSITE AT ANYTIME WITHOUT NOTICE.

13. LIMITATION OF LIABILITY

YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. NEITHER COOKWITHOSCAR, ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS OR OTHER REPRESENTATIVES WILL BE LIABLE FOR ANY DAMAGES, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME, PROFIT OR GOODWILL, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES ARISING OUT OF YOUR ACCESS TO OR USE OF THE WEBSITE OR ARISING OUT OF ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY CONTENT OR OTHER INFORMATION AVAILABLE ON THE WEBSITE, HOWEVER CAUSED, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PROPRIETARY RIGHTS INFRINGEMENT, PRODUCT LIABILITY OR OTHERWISE. THE FOREGOING SHALL APPLY EVEN IF COOKWITHOSCAR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU BECOME DISSATISFIED IN ANY WAY WITH THE WEBSITE OR ITS TERMS OF USE OR PRIVACY POLICY, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP YOUR USE OF THE WEBSITE AND ITS SERVICES. YOU HEREBY WAIVE ANY AND ALL CLAIMS AGAINST COOKWITHOSCAR AND ITS AFFILIATES, AGENTS, REPRESENTATIVES AND LICENSORS ARISING OUT OF YOUR USE OF THE WEBSITE. BECAUSE SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, THESE PROVISIONS MAY NOT APPLY TO YOU. IF ANY PORTION OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF COOKWITHOSCAR AND ITS AFFILIATES SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.) THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE WEBSITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY, DISCLAIMERS AND EXCLUSIVE REMEDIES SPECIFIED HEREIN WILL SURVIVE EVEN IF FOUND TO HAVE FAILED IN THEIR ESSENTIAL PURPOSE.

14. CHOICE OF LAW AND ENFORCEMENT

Your access to the Website as well as the terms and conditions and the agreement they create are governed and interpreted by the laws of the State of Florida, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of Florida.

15. TERMINATION

Cookwithoscar may cancel, suspend or block your use of the Website or Service without notice for any reason, at our sole discretion, including if there has been a violation of these Terms. Your right to use the Website will end once your registration is terminated, and any data you have stored on the Website, including any profile information or any information related to Class which you have hosted, unless Cookwithoscar is required to retain it by law. You may terminate your registration at any time. Cookwithoscar is not responsible or liable for any records or information that is made unavailable to you as a result of your termination of registration. YOU AGREE THAT COOKWITHOSCAR WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE WEBSITE OR SERVICE. Any limitations on liability that favor Cookwithoscar will survive the expiration or termination of these Terms for any reason.

16. ABILITY TO ACCEPT TERMS OF USE

You affirm that you are more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in the Terms of Use, and to abide by and comply with the Terms of Use.

17. NO ARCHIVE

Notwithstanding anything contained herein, the functionality provided to you by the Website and the Cookwithoscar’s systems, networks and servers are not an archive and Cookwithoscar shall have no liability to you or any other person for loss, damage, or destruction to your Content or any other information submitted to or via the Website. You shall be solely responsible for (i) uploading your Content, (ii) prclassing any loss or damage to your Content, and (iii) maintaining independent archival and backup copies of any Content.

18. ASSIGNMENT

The Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Cookwithoscar without restriction.

19. NOTICE

Your affirmative act of using the Website or registering for Member Account constitutes your electronic signature to these Terms and your consent to enter into agreements with Cookwithoscar electronically. You also agree that Cookwithoscar may send any notices, disclosures, reports, documents, communications or other records regarding the Website (collectively, “Notices”) in electronic form to: (1) the e-mail address that you provided during registration, or (2) by posting the Notice on the Website. The delivery of any Notice from is effective when sent by Cookwithoscar, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Notices electronically by canceling your Member Account. You must give notice to us in writing via email to support@cookwithoscar.com or as otherwise expressly provided.

20. MISCELLANEOUS

Cookwithoscar’s failure to enforce any provision of the Terms of Use shall not be deemed a waiver of such provision nor of the right to enforce such provision. If any part of the Terms of Use is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms of Use shall continue in effect. A printed version of the Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

COOKWITHOSCAR CODE OF CONDUCT

Membership in www.cookwithoscar.com (the “Website”) is a privilege that is contingent upon your continued observance of our code of conduct. In addition, when you became a member of Website, you agreed to be responsible for ensuring that any guests you bring to a Host’s Class comply with our code of conduct and to be financially liable for any damages caused by any of your guests to any property or person at a Host’s Class. Capitalized terms used but not defined herein shall have the meaning given to them in the Terms of Use.

The purpose of this code of conduct is simple; to ensure the safety, comfort, and enjoyment of each attendee, including yourself and your guests when attending Class.

To ensure that every person attending has a good time, we ask that all members keep the following in mind when on outings:

  1. Please keep swearing to a minimum as some may find it offensive.
  2. Treat others in attendance with respect, fairness and equality.
  3. Use appropriate volume when at an Class (No yelling please)
  4. Respect other people’s personal space.
  5. Avoid disruptive behavior
  6. No Harassment.
  7. No Physical intimidation of others.
  8. No Malicious gossip.
  9. No Unwanted sexual attention.
  10. No violent, aggressive or bullying behavior.

All members are asked to respect each other and behave in an appropriate manner during the Class. Members who do not meet these guidelines may receive a warning or have their membership terminated. A full copy of the code of conduct is available on request.

MEMBER RESPONSIBILITIES

Being a member of the Website comes with a responsibility to yourself, Cookwithoscar and the attendees of Class. Members should:

Treat others in attendance at any Class with respect, equality and fairness;

Behave responsibly during such Class;

Respect the reasonable requests of those in attendance, such as requests for privacy;

Follow any reasonable direction or requirement given to them by Cookwithoscar or Hosts of any Class; and

Seek to promote an atmosphere that is welcoming and enjoyable for those in attendance at any Class.

Members should avoid using offensive, vulgar and obscene language or behavior, which is likely to make others feel uncomfortable, embarrassed or offended. The following guidelines specify other behaviors that members should avoid as they are inconsistent with the purpose of this Code of Conduct and values of Cookwithoscar. Any member who does not meet these guidelines may receive a warning or have their membership termination. In addition, intentionally attempting or assisting in these behaviors may be considered as serious as engaging in the behavior. Members must not engage in the following behaviors:

Abuse/Endangerment or Bullying of a Person: Physically harming, threatening to harm, intentionally or recklessly causing harm to any person or creating a condition that endangers the health and safety of others.

Sexual Misconduct or Abuse: Attempted or actual unwanted sexual activity and attention, such as sexual touching or fondling, or other unwanted sexual advances. This including the touching of an unwilling person’s intimate body parts or forcing an unwilling person to touch another’s intimate body parts.

Harassment: Behavior that is sufficiently severe or pervasive so as to threaten an individual or substantially interfere with the individual’s privacy or enjoyment of any Class.

Disruptive Behavior: Engaging in disorderly, disruptive, lewd or indecent conduct. This item includes but is not limited to: being visibly or noticeably intoxicated, inciting or participating in a riot or group disruption; failing to leave the scene of a riot or group disruption when instructed by officials; disruption of Class or the enjoyment of Class by its attendees; creating unreasonable noise; or creating a physically hazardous or physically offensive condition.

Discriminatory Behavior: Behavior that discriminates against other individuals because of such individual’s race, color, religion, sex, handicap, age, national origin, sexual orientation.

Members must not under any circumstances:

Possess, carry or use any weapon, ammunition, explosive or fireworks during any Class;

Steal, vandalize, damage, destroy or deface any property, personal or otherwise; and

Enter or trespass onto any area which is “off limits”, or that the member does not have permission to enter.

BREACHES OF THE Cookwithoscar’S CODE OF CONDUCT

Conflict brought about by any breach or breaches of the clubs “Code of Conduct” by any Website member or their guests addressed and resolved by Cookwithoscar in its sole discretion. Any observed or reported breach or breaches of the Cookwithoscar’s “Code of Conduct” by any member(s) or their guests will be investigated, discussed and dealt with by Cookwithoscar by either a suspension or the revoking of membership.

COOKWITHOSCAR, INC. GUEST AGREEMENT

I understand and agree that by attending this social class (“Class”) hosted by a Cookwithoscar, Inc. (“Cookwithoscar”) member (the “chef”), I may be photographed during such Class, and that my name, image, likeness and statements may be posted at the website www.cookwithoscar.com (the “Website”) for promotional purposes. I hereby authorize the chef and Cookwithoscar, and/or their agents, contractors, service providers or assigns (collectively, “Photographer”) to take photographs of me (each a “Photograph” and collectively the “Photographs”) in connection with this Class, and to use, display and perform such Photographs on the Website for promotional purposes. I understand and agree that, as between Cookwithoscar and me, Cookwithoscar shall own all right, title and interest in such Photographs.

By my signature below, (i) I grant to the Photographer the right to take the Photographs; and (ii) I grant to the Cookwithoscar and any party authorized by Cookwithoscar the right to reproduce, publish, display, distribute and otherwise use my name and likeness, and the Photograph(s) in connection with the Website (including to market the Website and future Class), worldwide and in perpetuity without the payment of any consideration, provided, Cookwithoscar shall not use any Photographs in any manner which implies (directly or indirectly) my endorsement, sponsorship, approval or recommendation of the Website or Cookwithoscar. This Authorization and Release shall apply to any media (including the Internet) now known or later developed that is suitable for the Class or Website.

I understand and agree that the Photographer will be the owner of such Photograph(s) that include my name, voice, likeness, and statements, and that the Cookwithoscar has the exclusive right to use and edit the Photographs(s) as necessary and appropriate for the Website, and I waive any rights of privacy and/or publicity that I might otherwise have with regard to the Photographs(s) and/or any derivative work(s) of the Photographs(s).

I understand and agree that I will not receive any compensation as a result of, and will have no approval rights regarding, any use of the Photographs(s) by Cookwithoscar or any parties authorized by the Cookwithoscar. I further understand and agree that the Cookwithoscar will not have any obligation to include me in, or make any use of, any Photograph.

I also acknowledge and agree that I am responsible for my own actions and those of my guests (“Guests”) while in attendance of this Class, and that I and my Guest(s) will conduct ourselves in accordance with Cookwithoscar’s Code of Conduct, attached hereto. As such I agree to indemnify, defend and hold harmless the Cookwithoscar from and against from any demand, claim, loss, suit, judgment, or proceeding (“Claim”) made by any third party due to or arising out of my and/or my Guests’ alleged (i) breach or violation of any terms and conditions in the Code of Conduct, (ii) negligence of misconduct, and/or (iii) violation of any applicable law while in attendance of this Class. I further agree to indemnify, defend and hold harmless Cookwithoscar from and against any Claim made by my Guest(s) arising out of or in connection with any Class, including any losses, personal injuries, death, or any other occurrence or class whatsoever. Notwithstanding the foregoing, I and Cookwithoscar agree that I shall have no indemnification obligation under this Authorization and Release with respect to any Claims based upon or arising in whole or in part from the gross negligence or willful misconduct of Cookwithoscar.