Vendor Terms of Service

VENDOR TERMS OF SERVICE

Please Read Carefully.

Updated:  August 11, 2021

These terms of service (“Agreement”) is between Here Here Inc. (“Company,” “we,” “our,” and “us”) and the vendor that is participating in the e-commerce partner program with Company (“Vendor,” “you” and “your”).  This Agreement and the Payment Terms govern (a) your sale of food and food-related products directly to consumers and businesses on the Services, (b) your sale of food and food-related products to Company to resell to consumers and businesses on the Services, and (c) your access to and/or use of (i) Company’s platform that enables chefs, sommeliers, mixologists, bakers, and other talent to schedule and/or host events for businesses and consumers  and upload and share content related thereto, and (ii) any mobile versions, applications, content, products, services and any sites Company has now and/or in the future (collectively, the “Services”),. You also agree to Company’s privacy policy, located at https://hereheremarket.com/policies/privacy-policy (“Privacy Policy“) and consent to any personal information we may obtain about you being collected, stored and/or otherwise processed in accordance with the Privacy Policy and this Agreement. The term of this Agreement shall commence on acceptance executed by Vendor (“Effective Date”) and shall continue thereafter until either party terminates this Agreement in accordance with the terms and conditions set forth herein.

By participating in the e-commerce partner program and/or by accessing and/or using the Services, you acknowledge and agree that you have read, understand and agree to be bound by all of the terms and conditions of this Agreement, as well as all other applicable rules or policies, terms and conditions and/or agreements that are and/or may be established by Company from time to time and the foregoing shall be incorporated herein by reference.  If you agree to this Agreement on behalf of an entity, or in connection with providing services on behalf of an entity, you represent and warrant that you have authority to bind such entity to this Agreement including without limitation any subsidiaries and/or affiliates associated with you.  In such event, “Vendor,” “you” and “your” as used herein will refer and apply to such entity and/or any additional subsidiaries and/or affiliates that use the Services.  The terms and conditions of this Agreement and Order Form will exclusively govern your access to and/or use of the Services.  If you do not accept this Agreement, now or in the future, please stop your use of the Services immediately, in which case any continuing access and/or use of the Services is unauthorized.

ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND COMPANY WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT AND/OR CLASS-WIDE ARBITRATION.

1. USE OF THE SERVICES

Access to Services.  Company retains the right, in our sole discretion, to deny service and/or access to and/or use of the Services to anyone at any time and for any reason.  While we use reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time.  You understand and agree that there may be interruptions to the Services due to circumstances within Company’s control (e.g., routine maintenance) and outside of Company’s control.  You acknowledge and agree that the use of the Services is at your own risk, including without limitation the risk that you might be exposed to content that is offensive, indecent, inaccurate and/or objectionable.  The Services may be modified, updated, suspended and/or discontinued at any time as determined by Company in its sole and absolute discretion and without notice and/or liability.  You are solely responsible for obtaining, maintaining, installing and supporting all ‘Internet’ access, computer hardware, software, telecommunications capabilities and other equipment and services (specifically including responsibility for providing appropriate personal computers and mobile devices) needed for you and your authorized users to access and/or use the Services. 

Eligibility. To access and/or use the Services, you must be eighteen (18) years or older or have the requisite power and authority to enter into this Agreement.

Creating an Account.  Vendor may establish an account through the Services with Company’s assistance.  Vendor shall provide Company with its name, bio, photo, product pricing, hourly rate for events, social media handles  and any other information required during the enrollment process, as determined by Company in its sole and absolute discretion.  Company may allow Vendor to have multiple authorized users as determined through the applicable Services level chosen.  If and when the foregoing functionality is offered by Company, Vendor may have the ability to determine the administrative user authorized to control Vendor’s account access and/or controls.  In any event, Vendor will ensure that its users of the Services abide by the terms and conditions of this Agreement and Vendor acknowledges and agrees that it shall be fully liable for any breach of the terms set forth herein.  Vendor will determine the access controls for its users and will be liable for activity occurring under Vendor’s account, including without limitation compliance with the terms and conditions of this Agreement.

Communications from Company.  You agree to receive certain communications in connection with the Services.  When you access and/or use the Services, you are communicating with us and other users electronically, and you consent to receive communications from us and other users electronically.  We will communicate with you by e-mail and/or by posting notices on the Services.  You acknowledge and agree that all agreements, notices, disclosures and/or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Your Conduct and Responsibilities. Company grants you the rights set forth herein, subject to the following conditions:

• You shall not modify, disassemble, reverse engineer and/or otherwise reduce to human-perceivable form all or any part of the Services;
• You shall not use or permit the use of, reproduce and/or otherwise duplicate, disclose, distribute, modify, encumber, time-share, license, sublicense, rent, lease, and/or transfer the Services, any portion thereof, and/or any of your rights thereto;
• You agree not to submit and/or transmit any emails and/or materials through the Services that contain a virus, worm, Trojan horse and/or any other harmful component;
• You may not access all or any part of the Services in order to build a product and/or service which competes with the Services;
• You shall not merge the Services or any portion thereof with any other program and/or materials;
• You shall not copy and/or imitate part or all of the design, layout and/or look-and-feel of the Services and/or individual sections of it, in any form and/or media;
• You are responsible for the accuracy and quality of the data and content that you submit and will not violate the intellectual property rights of anyone;
• You agree to act in accordance with all applicable laws, rules and regulations;
• You shall not submit content that is offensive, including without limitation, bigotry, racism, discrimination, hatred and/or profanity;
• You shall not imply that Vendor Content is in any way sponsored and/or endorsed by Company;
• You agree not to intentionally hold Company and/or their employees and/or directors up to public scorn, ridicule and/or defamation;
• You agree not to adapt, translate, localize, port, and/or otherwise modify the Services and/or any other compiled software provided or made available by Company hereunder;
• You will not promote and/or provide information about illegal activities and/or physical harm or injury to any group, individual, institution and/or property;
• You will use commercially reasonable efforts to prevent unauthorized access to and/or use of the Services, and notify Company promptly of any such unauthorized access and/or use;
• You will not attempt to do any of the following: access data not intended for you, monitor the Services for purposes of gathering data about other vendors and their products and/or services, and/or interfere with the Services in relation to any user in any manner;
• You shall not use the Services for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the Services provided; and/or
• You will not permit any other person and/or entity to engage in any of the foregoing conduct.

Company shall not be subject to any obligations of confidentiality regarding any information and/or materials submitted through the Services except as otherwise specified in this Agreement and/or the Privacy Policy and/or as set forth in any additional terms and conditions relating to specific products and/or services utilized by Company in conjunction with the Services, and/or as otherwise required by law.  The commercial use, reproduction, transmission and/or distribution of any information, software and/or other material available through the Services without the prior written consent of Company is strictly prohibited.

2. VENDOR GUIDELINES

General. You shall provide valid and accurate descriptions of your products and/or services (which may include, without limitation, food products, virtual and/or live chef cooking events) advertised on the Services.  Vendor is solely and exclusively responsible for the products and/or services it provides to customers, ensuring the quality and safety of such products and/or services, and any and all claims arising out of or relating to such products and/or services, including without limitation the use of such products and/or services by businesses and consumers. Company does not investigate and/or vet vendors or their products or services, and is not responsible for any performance and/or quality claims associated with any products and/or services. Company may refuse to process, and/or may cancel a transaction, as reasonably deemed necessary, to comply with applicable law and/or to respond to a case of misrepresentation, fraud and/or known and/or potential violations of the law and/or this Agreement.  You are responsible for paying all fees associated with using the Services and all applicable taxes.  Unless otherwise stated, all fees are quoted in U.S. dollars. 

Verification.  You understand that Company acts only as a marketing and e-commerce platform between vendors, chefs and businesses and consumers.  Because user authentication on the ‘Internet’ is difficult, Company cannot and does not confirm each user’s purported identity.  Any opinions and/or statements expressed by a user are those of the user alone, and are not to be attributed to Company.  Company cannot and does not assume responsibility for the accuracy, completeness, safety, reliability, timeliness, innocuousness, legality and/or applicability of anything said, written, posted, displayed and/or otherwise made available by any user. You acknowledge and agree that Company will not be responsible and/or liable for any loss and/or damage of any sort incurred as the result of any such dealings with such user on the Services.  Furthermore, Company will not be liable for any products and/or services offered by you and/or purchased by the user.  We do not verify the qualifications of users, nor do we evaluate and/or control any ongoing manner exchanges between users.  Any opinions and/or statements expressed by a user are of those of the user alone, and shall not to be attributed to Company in any way.  We cannot and do not assume responsibility for the accuracy, completeness, safety, reliability, timeliness, innocuousness, legality and/or applicability of anything said, written, posted, displayed and/or otherwise made available by any user.

Listing Restrictions. Company prohibits the listing, sale and/or providing of any products and/or services that are illegal to sell under any applicable law, statute, ordinance and/or regulation.  Company also restricts listing, sale and/or providing of alcohol related products to users under 21 years of age.  You also agree to comply with fair trade guidelines, as determined by Company, where applicable, and otherwise comply with all applicable laws including without limitation privacy laws.  You must describe your products, services and pricing and are responsible for the accuracy and content of the products and services offered.  Your descriptions may only include text, graphics, pictures, and other content relevant to the products and services. Company reserves the right to remove Vendor Content (as defined in Section 6), items, descriptions and/or listings as determined by Company in its sole and absolute discretion. 

Selling.  If you accept an offer by a user and/or receive the applicable fee for the products and/or services, you are obligated to complete the transaction with the user unless there is an exceptional circumstance, such as the transaction is prohibited by law and/or this Agreement, and in such case you are required to refund any amounts paid for products and/or services not provided. You are responsible for gathering any other information you need from the user, such as information needed for customized orders and location and timing of the event. 

Manipulation of Information.  The price and description must be an accurate representation of your products and services.  You may not (i) intentionally state one price in the description but charge a higher price to the user and/or (ii) alter the price prior to a sale for the purpose of avoiding Company transaction fees.  The foregoing conduct is strictly prohibited.  

Purveyor Basket Program and Similar Resale Programs.  From time to time, Company may offer programs under which Company will agree to purchase certain products from you for purposes of reselling such products on the Services.  If your products are eligible for a particular program, you may elect to participate in such program at your sole discretion.  

3. FEES

Fees.   In consideration of the provision of Services described herein and/or in Payment Terms, you shall pay Company the percentage of the fees identified in the applicable Payment Terms for the products, services and/or events you market and/or sell on the Services (“Vendor Service Fee”) and in the event you are selling products and/or services directly to us, you agree to provide such products and/or services at the wholesale rates identified in the Payment Terms (“Wholesale Product Rates”).

User orders will be processed by Company via PayPal, Shopify, Bill.com or another third-party payment processor. You agree that Company is not responsible for any transaction costs incurred as a result of such processing. A Vendor Service Fee of 3% shall automatically be deducted from the total amount of each sale made through the Services. Notwithstanding anything herein to the contrary, You acknowledge and agree that such Vendor Service Fee is non-refundable.  When you make a sale through the Services, you will be responsible for any additional third-party fees you may incur separately, including but not limited to payment processing fees and/or taxes related thereto. In the event you are selling products and/or services directly to us, you shall provide us with an invoice stating the wholesale cost.  Each state’s tax laws specify what purchases are subject to sales tax. When buying wholesale, company acts as an authorized reseller and in most cases taxes may not apply. You acknowledge that you will have sole responsibility for all taxes, duties and other fees and charges relating to your products and/or services and you agree to pay all applicable amounts. Company may choose to temporarily change its policy related to fees and the fees for Company’s services for promotional events, if any.  In such event, changes shall be effective when Company posts the information and/or changes on the Services.  Company may, in its sole discretion, change some or all of the Services at any time and/or offer additional services.  In the event Company introduces a new service, the fees for such service are effective at the launch of the service.

Additional Charges.  Users of the Service sometimes dispute transactions, which may lead to a payment transaction being reversed or returned (hereinafter a “Chargeback”).  You agree that you will be responsible for any Chargebacks and any fees, fines or penalties assessed to Company and/or to you by any card and/or payment network as a consequence of your use and/or misuse of the Services and/or your card processing activities. You agree that Company may collect fees and other amounts owed under this Agreement including, but not limited to, by netting against the proceeds of your processing activity, by debiting any account you may have at any financial institution, and/or exercising any other legal rights and remedies Company may have under law or equity. You agree that Company may collect reasonable fees (including attorney's fees) arising out of, and/or related to, Company’s efforts to collect fees and/or other amounts from you.

4. ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on the Services that contain typographical errors, inaccuracies, and/or omissions that may relate to descriptions, pricing, promotions, offers, and availability.  We reserve the right to: (i) revoke any stated offer; (ii) correct any errors, inaccuracies, and/or omissions; and/or (iii) make changes to prices, Company Content, promotion offers, descriptions, specifications, and/or other information without obligation to issue any notice of such changes (including after an order has been submitted, acknowledged and/or received, except as prohibited by law).

5. PROPRIETARY RIGHTS AND LICENSES

Ownership.  The Services, Company Content on the Services and the infrastructure used to provide the Services are proprietary to Company, our affiliates and other content providers.  By using the Services and accepting this Agreement: (a) Company grants you a limited, personal, nontransferable, nonexclusive, revocable right to access and/or use the Services pursuant to this Agreement and to any additional terms and policies set forth by Company; and (b) you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell and/or re-sell any content, software, products and/or services obtained from and/or through the Services without the express written permission of Company.

Reservation of Rights.  The materials, headers, videos, illustrations, photographs, graphics, icons, trade dress and/or other content on the Services that are provided by Company (“Company Content”), as well as the organization and/or layout of the Services, are copyrighted and are protected by United States and international copyright laws and treaty provisions and Company retains all rights, title and interest related thereto and/or has the rights necessary use and/or display the foregoing.  Company owns, controls, lawfully uses and/or licenses the Company Content on the Services.  Company’s name and logo may not be copied, imitated and/or used, without Company’s prior written permission.  Subject to the limited rights expressly granted hereunder, Company and/or its third party providers reserve all right, title and interest in and to the Services and Company Content, including without limitation all related worldwide intellectual property rights.  No rights are granted to you hereunder other than as expressly set forth herein.

Vendor Content.  During the course of your access to and/or use of the Services, you may provide a description, photo(s), variations available, menus, pricing, social content, marketing materials and other content related thereto and any store and/or business logos, trademark, service mark, brand, taglines and/or other intellectual property uploaded by you and used in connection with the Services (collectively, “Vendor Content”) through communication facilities that may be offered on, through, and/or in connection with the Services from time to time.  You shall have exclusive title and ownership rights, including all intellectual property rights, throughout the world in all Vendor Content. You hereby grant Company a worldwide, perpetual, non-exclusive, royalty-free, irrevocable, assignable, sub-licensable, transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the Vendor Content in connection with the Services and our (and our successors' and assigns') businesses, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third-party websites and feeds), and including after your termination of the Services.  You further hereby irrevocably grant the users of the Services, the right to access and/or use Vendor Content in connection with their use of the Services.  You alone are responsible for Vendor Content, and once published, it cannot always be withdrawn.  You assume all risks associated with Vendor Content, including anyone’s reliance on its quality, accuracy and/or reliability by you.  You also represent that you own, and/or have the necessary permissions to use and authorize use of Vendor Content as described in this Agreement.  As part of a transaction, you may obtain personal information, including email address and shipping information, from other users.  This personal information shall only be used for the transaction and/or for Company-related communications, unless otherwise approved by the user in writing.  

Posted Content.  Please carefully choose the information that you post on (or provide for posting), through and/or in connection with the Services and that you provide to other users. By posting or providing Vendor Content on the Services, it may be possible for a third party to re-post that Vendor Content.  You agree to indemnify and hold Company harmless for any dispute concerning the foregoing use.  Company should not be seen as endorsing any Vendor Content in any way.  You acknowledge and agree that you have no expectation of privacy with regard to any Vendor Content. Company may reject, refuse to post and/or delete Vendor Content, in its sole and absolute discretion.  Notwithstanding anything herein to the contrary, Company is not obligated to take any action not required by law. 

Feedback. Please keep in mind that we do not seek any unsolicited ideas and/or materials for the Services.  If you provide us (in a direct mail, email and/or otherwise) with any feedback, suggestions, improvements, enhancements, recommendations and/or feature requests relating to the Services (“Feedback”), then you further grant to Company a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate any such Feedback.  Company has no obligations to review any Feedback and may use and redistribute Feedback for any purpose without restriction in its sole and absolute discretion.

6. PROHIBITED USE

Gathering email addresses from the Services through harvesting and/or automated means is prohibited.  Posting and/or transmitting unauthorized and/or unsolicited advertising, promotional materials and/or any other forms of solicitation to other users is prohibited.  We also prohibit crawling, scraping, caching and/or otherwise accessing any content on the Services via automated means, including but not limited to user profiles and/or photos (except as may be the result of standard search engine protocols and/or technologies used with Company’s express written consent).  You may not use the Services in any manner that could damage, disable, overburden, and/or impair the Services and/or interfere with any other party's use and/or enjoyment of the Services.  You may not obtain and/or attempt to obtain any materials and/or information through any means not intentionally made available and/or provided for through the Services.  You may not interfere with the proper working of the Services, including without limitation by placing an unreasonable load on the Service’s infrastructure. 

7. TERMINATION

You may terminate your use of the Services at any time by contacting Company and providing prior notice.  In such event, you are required to honor any pending transactions.  Company also reserves the right, in its sole and absolute discretion, to terminate your access to the Services or any portion thereof at any time, without cause and/or without notice.  Without limiting any other remedies, Company, without notice, may suspend and/or terminate your access to the Services if Company suspects, in its sole discretion, that you (by information, investigation, conviction, settlement, insurance and/or otherwise) have violated any of Company’s policies set forth in this Agreement, the Privacy Policy, and/or any other policy documents and/or guidelines, and/or you have engaged in an improper and/or fraudulent activity in connection with Company.  In the event you share the access granted with any person or entity, and/or misuse the Services by any means actionable under a federal, state, and/or local statute, code, regulation, law, and/or civil action, Company will consider your access as having been acquired by fraud and/or misrepresentation and will terminate your access immediately.  In such event, Company retains the right to seek civil and/or criminal redress, the entire cost of which shall be borne solely by you.  If Company terminates a listing and/or your access to the Services, if you terminate your use of the Services and/or if the payment of your fees cannot be completed for any reason, you remain obligated to pay Company for all unpaid fees plus any penalties, if applicable.  Your listing shall be removed from Company within seven (7) business days following such suspension and/or termination. We may suspend or terminate your access to and use of the Services and, in such event, you shall be responsible for fees related to collection (including without limitation fees related to retaining collection agencies and legal counsel).  If you have a question and/or wish to dispute a charge made by Company, contact Company support at support@hereheremarket.com. 

   8. INDEMNIFICATION AND WAIVER

You shall indemnify, defend and hold harmless Company, its officers, agents, employees, contractors, subcontractors, suppliers and representatives from and against any and all claims, demands, proceedings, losses, costs, damages, awards, fees, expenses and/or liabilities of any nature (“Claim”) arising out of and/or in relation to (i) any products and/or services sold by you through the Services including without limitation food products, in person or virtual cooking events and  payment of any taxes associated therewith; (ii) Vendor Content submitted and/or posted by you, in connection with the Services, and/or any use of the Services in violation of this Agreement; (iii) your violation of any law and/or the rights of a third party; (iv) your use of the Services and/or any breach of this Agreement by you, your officers, agents, employees, contractors; and/or (v) fraud you commit and/or your intentional misconduct and/or negligence.  You shall give prompt notice to Company upon your receipt of notice of any Claim against you that might give rise to a Claim against Company. 

You are solely responsible for your interactions with buyers and other users of the Services.  To the extent permitted under applicable laws, you hereby release Company from any and all claims and/or liability related to any product and/or service, any action or inaction by a user, including but not limited to any harm caused to you, a user’s failure to comply with applicable law and/or failure to abide by the terms of the offering and any conduct, speech and/or Vendor Content, whether online and/or offline.

   9. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

THE SERVICES, AND ANY CONTENT, ARE PROVIDED BY COMPANY TO YOU ON AN "AS IS," "AS AVAILABLE" BASIS, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT.  COMPANY DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY AND/OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND FROM COURSE OF DEALING, USAGE AND/OR TRADE PRACTICE, ALL OF WHICH COMPANY EXPRESSLY DISCLAIMS.  WITHOUT LIMITING THE FOREGOING, COMPANY AND/OR ITS LICENSORS MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS AND/OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE AND/OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE ACCESS TO AND/OR USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE AND/OR RELIABLE; AND/OR (C) COMPANY WILL NOT BE LIABLE AND/OR OTHERWISE RESPONSIBLE FOR ANY FAILURE OR DELAY IN UPDATING THE SERVICES AND/OR ANY CONTENT.  NO ADVICE AND/OR INFORMATION, WHETHER ORAL AND/OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH YOUR ACCESS TO AND/OR USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT

   10. LIMITATION OF LIABILITY

YOUR USE OF THE SERVICES AND CONTENT IS AT YOUR OWN RISK.  IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, AND/OR SUPPLIERS BE LIABLE TO YOU AND/OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA AND/OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.  THE FOREGOING SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS AND/OR OMISSIONS BY COMPANY, ITS EMPLOYEES, REPRESENTATIVES AND/OR AGENTS.  BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL AND/OR INCIDENTAL DAMAGES, IN SUCH STATES, COMPANY’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, IN THE EVENT YOU ARE DISSATISFIED WITH THE SERVICES AND/OR HAVE ANY OTHER GRIEVANCE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE THE RIGHT TO DISCONTINUE ACCESS TO AND/OR USE OF THE SERVICES.

COMPANY’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES IS LIMITED TO THE LESSER OF (i) THE AMOUNT PAID UNDER THE APPLICABLE ORDER GIVING RISE TO SUCH CLAIM, OR (ii) ONE HUNDRED DOLLARS (US$100.00). 

   11. LINKS

The Services may provide links to various other independent third-party websites (“Linked Sites”) that may be of interest to you and are for your convenience only.  Company does not control or endorse such Linked Sites and is not responsible for their content nor is it responsible for the accuracy and/or reliability of any information, data, opinions, advice and/or statements contained within such Linked Sites.  You will need to make your own independent judgment regarding your interaction with these Linked Sites at your own risk.  We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each Linked Site that you visit.  Company reserves the right to terminate any link and/or linking program at any time in its sole and absolute discretion.  We disclaim all warranties, express and implied, as to the accuracy, validity, and legality and/or otherwise of any materials and/or information contained on such Linked Sites.

You may not link to the Services without our written permission. If you are interested in linking to the Services, please contact support@hereheremarket.com.

  12. SEPARATE AGREEMENTS & CONFLICT

You may have other agreements with Company.  Such agreements are separate and in addition to this Agreement.  This Agreement does not modify, revise or amend the terms of any other agreements you may have with Company unless expressly agreed to by the parties in writing.  In the event of a conflict between this Agreement and the ‘Terms of Service’ consumers and/or businesses agree to, this Agreement shall control as it relates to the Services described herein including without limitation as it relates to you selling the products and services (including without limitation food products, in person and virtual cooking events), by accessing and/or using the Services and/or interacting with customers and/or other users of the Services. 

   13. NO PROFESSIONAL ADVICE

The information available on the Services is intended to be a general information resource regarding the matters covered, and is not tailored to your specific circumstance.  Company does not, will not and cannot refer, recommend and/or endorse any specific service, product and/or procedures that are advertised on the Services.  The Services are not a substitute for professional advice, and you should not construe this as any sort of professional advice.

   14. DMCA COPYRIGHT POLICY AND COPYRIGHT AGENT

Company respects the intellectual property rights of others and expects you to do the same.  We reserve the right to block access to and/or remove material that we believe in good faith to be copyrighted material that has been illegally distributed by you and/or other third parties and remove and discontinue service to repeat offenders. We will respond to clear notices of copyright infringement when you provide the following: 

(i)      A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

(ii)     Identification of the copyrighted work claimed to have been infringed.

(iii)     Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled.

(iv)     Information sufficient to permit Company to contact you, such as your physical address, telephone number, and, if available, an electronic mail address.

(v)     A statement that the complaining party has 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.

(vi)     A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Contact information for Company’s DMCA Agent for notice of claims of copyright infringement is: Here Here Inc. Attn:  Copyright Agent, 222 W. Merchandise Mart Plaza, Suite 575, Chicago, IL  60654. 

The Copyright Agent will not remove content from the Services in response to phone or email notifications regarding allegedly infringing content, since a valid DMCA notice must be signed, under penalty of perjury, by the copyright owner or by a person authorized to act on his or her behalf.  Please submit such notifications by fax or ordinary mail only and as further described by this Article.  The Copyright Agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and that such infringement is occurring on the Services linked to and/or from the Services.  All other inquiries directed to the Copyright Agent will not be responded to.

   15. DISPUTE RESOLUTION

Disputes.  We want to address your concerns without filing a formal legal case.  Before filing a claim against Company, you agree to try to resolve the dispute informally by contacting us at customerservice@virtualdiningchi.com.  We will try to resolve the dispute by contacting you via email, but if we cannot resolve the dispute within thirty (30) days of submission, you and/or Company agree to resolve any claims related to this Agreement through final and binding arbitration, except as forth under ‘Exceptions to Agreement to Arbitrate’ section below and/or you opt out as described below.

Opt-Out.  You can opt-out and decline this agreement to arbitrate by contacting Company within thirty (30) days from the date that you first became subject to this arbitration provision (i.e.: the date you initially accepted this Agreement).  You must write us at Here Here Inc., Attn: Opt-Out Arbitration, 222 W. Merchandise Mart Plaza, Suite 575, Chicago, IL  60654.  If you opt out, neither you nor Company can require the other to participate in an arbitration proceeding.

Arbitration Procedures.  Except in the event the claim meets the requirements set forth in the ‘Exceptions to Agreement to Arbitrate’ section below and/or if you opt out of arbitration as described below, all claims shall be settled by binding arbitration in accordance with the commercial arbitration rules, in effect at the time the proceedings begin, of the American Arbitration Association.  Any such controversy and/or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party.  All information relating to and/or disclosed by any party in connection with the arbitration of any disputes shall be treated by the parties, their representatives, and the arbitrator as proprietary business information and shall not be disclosed without prior written authorization of the disclosing party.  The arbitration shall be held in Cook County, Illinois or any other location we agree to.  Each party shall bear the burden of its own counsel fees incurred in connection with any arbitration proceedings.

Exceptions to Agreement to Arbitrate.  Either you and/or Company may assert claims, if they qualify, in small claims court in Cook County, Illinois. Company may bring a lawsuit solely for injunctive relief to stop unauthorized use and/or abuse of the Services, breach of Company’s confidential information and/or intellectual property infringement (for example, trademark, trade secret, copyright and/or patent rights) without first engaging in arbitration and/or the informal dispute-resolution process described herein.

Judicial forum for disputes. In the event that the agreement to arbitrate is found not to apply to you and/or your claim, you and Company agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Cook County, Chicago, Illinois.  Both you and Company consent to the foregoing venue and jurisdiction

   16. ASSIGNMENT

This Agreement may be assigned by Company at any time and for any reason.  This Agreement shall not be assigned, delegated and/or transferred by you without prior written consent from Company.  This Agreement will be binding upon the parties and their respective legal successors and permitted assigns.

  17. MISCELLANEOUS

Waiver. The failure by either party at any time to enforce any of the provisions of this Agreement and/or any right or remedy available hereunder and/or at law and/or in equity, and/or to exercise any option herein provided, shall not constitute a waiver of such provision, right, remedy and/or option and/or in any way affect the validity of this Agreement.  The waiver of any default by either party shall not be deemed a continuing waiver, but shall apply solely to the instance to which such waiver is directed.

Severability.  If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will be unimpaired and will remain in full force and effect.

Amendment.  No modification of or amendment to payment terms or these terms of service shall be effective unless such modification or amendment is in writing accepted by both parties. Company may amend the terms of this Agreement at any time upon notice to Vendor, and such amendment shall become effective once 14 days have passed. Company will provide notice to Vendor via email and Vendor can opt-out or inform Company of non-acceptance during this time via email or written notice. Any prior agreements or representations, either written or oral, relating to the subject matter of this Agreement are of no force or effect. 

Survival.  Any provision of this Agreement which, by its nature, would survive termination of this Agreement will survive any such termination of this Agreement.

Headings. The headings and titles of the Sections of this Agreement are not part of this Agreement, but are for convenience only and are not intended to define, limit or construe the contents of the provisions contained herein.

Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings between the parties.

  18. CONTACT

If you would like to request additional information regarding this Agreement or for any questions regarding a commercial relationship with Company, please contact us at support@hereheremarket.com.