NUFOODI Terms of Service
PLEASE READ THESE NUFOODI TERMS OF SERVICE (TOS) CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL REMEDIES, RIGHTS, AND OBLIGATIONS. THESE INCLUDE: VARIOUS EXCLUSIONS AND LIMITATIONS; A CLAUSE THAT GOVERNS THE JURISDICTION AND VENUE OF DISPUTES; AND OBLIGATIONS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.
IN PARTICULAR, HOSTS SHOULD UNDERSTAND HOW THE LAWS WORK IN THEIR RESPECTIVE CITIES. SOME CITIES HAVE LAWS RESTRICTING THEIR ABILITY TO HOST PAYING GUESTS FOR DINING EVENTS. THESE LAWS ARE OFTEN PART OF A CITY’S ADMINISTRATIVE CODES OR ZONING LAWS AND CODES. IN MANY CITIES, HOSTS MUST REGISTER, GET A PERMIT, OR OBTAIN A LICENSE BEFORE LISTING A FOOD BASED EVENT OR ACCEPTING GUESTS TO A FOOD BASED EVENT. LOCAL GOVERNMENTS VARY GREATLY IN HOW THEY ENFORCE THESE LAWS. PENALTIES MAY INCLUDE FINES OR OTHER ENFORCEMENT. HOSTS SHOULD REVIEW LOCAL LAWS BEFORE LISTING AN EVENT OR PRODUCT ON NUFOODI.
Updated: August 21, 2016
TERMS OF SERVICE
If you are using the Platform and you reside in the USA, you are contracting with Nufoodi, Inc. with respect to use of the Nufoodi Platform, and with Nufoodi, Inc. with respect to any payments or payouts from or to you conducted through the Platform. (Nufoodi, Inc. is hereinafter referred to as "Nufoodi", "we", "us", or "our").
THE PLATFORM COMPRISE AN ONLINE PLATFORM THROUGH WHICH HOSTS (DEFINED BELOW) MAY CREATE EVENT OR PRODUCT LISTINGS (DEFINED BELOW) FOR EVENTS, PRODUCTS, or MEALS (DEFINED BELOW) AND GUESTS (DEFINED BELOW) MAY LEARN ABOUT AND BOOK RESERVATIONS FOR EVENTS, PRODUCTS, or MEALS DIRECTLY WITH THE HOSTS. YOU UNDERSTAND AND AGREE THAT NUFOODI IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN HOSTS AND GUESTS, NOR IS NUFOODI AN EVENT ORGANIZER, AGENT OR INSURER. NUFOODI HAS NO CONTROL OVER THE CONDUCT OF HOSTS, GUESTS AND OTHER USERS OF THE PLATFORM OR ANY EVENTS, PRODUCTS, or MEALS, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.
Nufoodi Inc ("Nufoodi") reserves the right to change any of the terms and conditions contained in this agreement or any policies or guidelines governing the Applications, Site or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. YOUR CONTINUED USE OF THIS PLATFORM AND THE SERVICES FOLLOWING NUFOODI’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS TERMS OF SERVICE AGREEMENT, DO NOT CONTINUE TO USE THE SERVICES OR THIS PLATFORM.
“Collective Content” means Member Content and Nufoodi Content.
“Content” means audio, graphics, images, information or other materials, music, software (excluding the Application), text, or videos..
“Event or Product Listing” means an Event Reservation that is listed by a Host as available for purchase via the Site, Application, and Services.
“Guest” means a Member who purchases a reservation from a Host for an Event or Product via the Platform, or a Non-Member who attends an Event Reservation and is not the Reservation Purchaser for such Event.
“Host” means a Member who creates an Event or Product Listing via the Platform. Host also means a Nufoodi Coach, Pro, Planner, or Sous who contributes to an Event or Product or Meal.
“Member” means a person who completes Nufoodi’s account registration process or enters a Nufoodi Contest, including but not limited to Hosts and Guests, as described under “Account Registration” below.
“Member Content” means all Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Platform.
“Nufoodi Content” means all Content that Nufoodi makes available through the Application, Site, or Services, including any Content licensed from a third-party, but excluding Member Content.
“Platform” means the Nufoodi Platform provided by Nufoodi.
“Reservation Request Period” means the time period starting from the time when a reservation is requested by a Guest (as determined by Nufoodi in its sole discretion), within which a Host may decide whether to confirm or reject that reservation request, as stated on the Application, Site, or Services. Different Reservation Request Periods may apply to different events or places.
“Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST), transient occupancy taxes, tourist or other visitor taxes, Meal or Event taxes, fees (such as convention center fees) that Event providers may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.
Certain areas of the Application and Site (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these TOS terms and terms and conditions posted for a specific area of the Application, Collective Content, Site, or Services, , the latter terms and conditions will take precedence with respect to your use of or access to that area of the Application, Collective Content, Site, Application, or Services.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE PLATFORM OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE PLATFORM, VIA PLATFORM OR THROUGH THE PLATFORM, OR BY PARTICIPATING IN THE ASSOCIATE PROGRAM, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE PLATFORM. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE PLATFORM, COLLECTIVE CONTENT, OR PLATFORM SERVICES, OR TO PARTICIPATE IN THE ASSOCIATE PROGRAM. If you accept or agree to these TOS terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these TOS terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
Nufoodi reserves the right, at its sole discretion, to modify the Platform or to modify these TOS terms, including the Service Fees, at any time and without prior notice. If we modify these TOS terms, we will post the modification on the Site or via the Application or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these TOS terms. By continuing to access or use the Platform after we have posted a modification on the Site or via the Application or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified TOS terms. If the modified TOS terms are not acceptable to you, your only recourse is to cease using the Platform.
The Platform are intended solely for persons who are 18 or older. Any access to or use of the Platform by anyone under 18 is expressly prohibited. By accessing or using the Platform you represent and warrant that you are 18 or older.
The Platform can be used to facilitate the Event or Product Listing and reservations for that Event or Product Listing or Meal. Such Events, Products, or Meal are included in Event or Product Listings on the Platform by Hosts. You may view Event or Product Listings as an unregistered visitor to the Platform; however, if you wish to book an Event Reservation or create an Event or Product Listing, you must first register to create a Nufoodi Account (defined below).
As stated above, Nufoodi makes available an online platform or marketplace with related technology for Guests and Hosts to meet online and arrange for reservations for Events, Products or Meals directly with each other. Nufoodi is not an owner or operator of dining or event properties, including, but not limited to, restaurants, dining halls, banquet halls, motel rooms, hotel rooms, other possible Event, Product, or Meal locations, nor is it a provider of Events, Products, or Meals, including, but not limited to, restaurants, dining halls, banquet halls, motel rooms, hotel rooms, other Events, Products, or Meals. Nufoodi does not own, sell, resell, furnish, provide, Meals or Event Sundry items, manage and/or control event properties, including, but not limited to, restaurants, dining halls, banquet halls, motel rooms, hotel rooms, other Events, Products, or Meals or transportation or Dining services. Unless explicitly specified otherwise in the Nufoodi platform or application, Nufoodi’s responsibilities are limited to: (i) facilitating the availability of the Platform and (ii) serving as the limited payment collection agent of each Host for the purpose of accepting payments from Member Guests on behalf of the Host.
PLEASE NOTE THAT, AS STATED ABOVE, THE PLATFORM ARE INTENDED TO BE USED TO FACILITATE HOSTS AND MEMBER GUESTS CONNECTING AND RESERVING SEATS AT EVENTS AND MEALS(IF ANY)DIRECTLY WITH EACH OTHER. NUFOODI CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY EVENT OR PRODUCT LISTINGS AND THE CONDITION, LEGALITY OR SUITABILITY OF ANY MEALS. NUFOODI IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL EVENT OR PRODUCT LISTINGS AND MEALS. ACCORDINGLY, ANY RESERVATIONS WILL BE MADE AT THE GUEST’S OWN RISK.
In order to access certain features of the Application and Site, and to book an Event Reservation or create An Event or Product Listing, you must register to create an account (“Nufoodi Account”) and become a Member. You may register to join the Services directly via the Application or Site or as described in this section.
You can also register to join by logging into your account with certain third-party social networking sites (“3PSNS”) (including, but not limited to, Facebook; each such account, a “Third-Party Account”(TPA)), via our Application or Site, as described below. As part of the functionality of the Platform, you may link your Nufoodi Account with TPAs, by either: (i) providing your TPA login information to Nufoodi through the Platform; or (ii) allowing Nufoodi to access your TPA, as permitted under the applicable terms and conditions that govern your use of each TPA. You represent that you are entitled to disclose your TPA login information to Nufoodi and/or grant Nufoodi access to your TPA (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable TPA and without obligating Nufoodi to pay any fees or making Nufoodi subject to any usage limitations imposed by such third-party service providers. By granting Nufoodi access to any TPAs, you understand that Nufoodi will access, make available and store (if applicable) any Content that you have provided to and stored in your TPA (“3PSNS Content”) so that it is available on and through the Platform via your Nufoodi Account and Nufoodi Account profile page. Unless otherwise specified in these TOS terms, all 3PSNS Content, if any, will be considered to be Member Content for all purposes of these TOS terms. Depending on the TPAs you choose and subject to the privacy settings that you have set in such TPAs, personally identifiable information that you post to your TPAs will be available on and through your Nufoodi Account on the Platform. Please note that if a TPA or associated service becomes unavailable or Nufoodi’s access to such TPA is terminated by the third-party service provider, then 3PSNS Content will no longer be available on and through the Platform. You have the ability to disable the connection between your Nufoodi Account and your TPAs, at any time, by accessing the “Settings” section of the Application and Site. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR TPAS ARE GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. Nufoodi makes no effort to review any 3PSNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and Nufoodi is not responsible for any 3PSNS Content.
We will create your Nufoodi Account and your Nufoodi Account profile page for your use of the Application and Site based upon the personal information you provide to us or that we obtain via a 3PSNS as described above. You may not have more than one (1) active Nufoodi Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Nufoodi reserves the right to suspend or terminate your Nufoodi Account and your access to the Platform if you create more than one (1) Nufoodi Account or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third-party and that you will take sole responsibility for any activities or actions under your Nufoodi Account, whether or not you have authorized such activities or actions. You will immediately notify Nufoodi of any unauthorized use of your Nufoodi Account. For-Profit and Not-for-Profit entity accounts must be created by a Qualified existing Nufoodi Member. Entities will be required to be verified prior to the creation of their first Event; periodic reverification may be required at the option Nufoodi. All For-Profit and Not-for-Profit entity accounts are subject to additional verification and TOS terms in addition to the standard TOS terms.
As a Member, you may create Event or Product Listings. To create an Event or Product Listing, you will be asked a variety of questions about the Event, Product, or Meal to be listed, including, but not limited to, the location, capacity, size, features, and availability of the Event, Product, or Meal and pricing and related rules and financial terms. In order to be featured in Event or Product Listings via the Platform, all Events must have valid physical addresses. Event or Product Listings will be made publicly available via the Platform. Other Members will be able to book your Event, Product, or Meal via the Platform based upon the information provided in your Listing. You understand and agree that once a Guest requests a reservation for your Event, Product, or Meal, you may not request the Guest to pay a higher price than in the reservation request.
You acknowledge and agree that you are responsible for any and all Event or Product Listings you post. Accordingly, you represent and warrant that any Listing you post and the reservation of, or for a Guest's enjoyment of, an Event Reservation for an Event or Product Listing you post (i) will not breach any agreements you have entered into with any third parties, such as homeowner association, condominium, lease or rental agreements, and (ii) will (a) be in compliance with all applicable laws (such as zoning laws and laws governing Events, Products, or Meals at commercial, residential and/or other properties), Tax requirements, and rules and regulations that may apply to any Meal included in an Event or Product Listing you post (including having all required permits, licenses and registrations), and (b) not conflict with the rights of third parties. Please note that Nufoodi assumes no responsibility for a Host’s compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. Nufoodi reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Event or Product Listings that Nufoodi, in its sole discretion, considers to be objectionable for any reason, in violation of these TOS terms or Nufoodi’s then-current Policies and Community Guidelines (http://www.Nufoodi.com/help/policies), or otherwise harmful to the Platform.
If you are a Host, you understand and agree that Nufoodi does not act as an insurer or as your contracting agent. If a Guest requests a reservation for your Event, Product, or Meal and dines at your Event, Product, or Meal, any agreement you enter into with such Guest is between you and the Guest and Nufoodi is not a party thereto. Notwithstanding the foregoing, Nufoodi serves as the limited authorized payment collection agent of the Host for the purpose of accepting, on behalf of the Host, payments from Guests of such amounts stipulated by the Host (including cleaning or other fees and/or Taxes).
When you create an Event or Product Listing, you may also choose to include certain requirements which must be met by the Members who are eligible to request a reservation for your Event, Product, or Meal, including, but not limited to, requiring Members to have a profile picture or verified phone number, in order to book your Event, Product, or Meal. Any Member wishing to book Meals included in Event or Product Listings with such requirements must meet these requirements. More information on how to set such requirements is available via the “Hosting” section of the Platform.
If you are a Host, Nufoodi makes certain tools available to you to help you to make informed decisions about which Members you choose to confirm a reservation for your Event, Product, or Meal. You acknowledge and agree that, as a Host, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who reside at or are otherwise present at the Event, Product, or Meal at your request or invitation, excluding the Guest (and the individuals the Guest invites to the Event, Product, or Meal, if applicable.)
Nufoodi recommends that Hosts obtain appropriate insurance for their Events, Products or Meals. Please review any insurance policy that you may have for your Event, Product, or Meal carefully, and in particular please make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy, including, but not limited to, whether or not your insurance policy will cover the actions or inactions of Guests (and the individuals the Guest invites to the Event, Product, or Meal, if applicable) while at your Event, Product, or Meal.
Nufoodi may offer Hosts the option of having photographers take photographs of their Meals. If you as a Host choose to have a photographer do this, the photographs taken will be made available to you to include in your Listing with a watermark or tag bearing the words “Nufoodi.com Verified Photo” or similar wording (“Verified Images”). All images, materials and content created by these photographers provided by Nufoodi, including Verified Images, constitute Nufoodi Content, regardless of whether you include them in your Listing.
Nufoodi does not endorse any Member or any Event, Product or Meal. You understand that Verified Images are intended only to indicate a photographic representation of the Event, Product, or Meal at the time the photograph was taken. Verified Images are therefore not an endorsement by Nufoodi of any Member or any Meal. Members are required by these TOS terms to provide accurate information, and although Nufoodi may undertake additional checks and processes designed to help verify or check the identities or backgrounds of users, we do not make any representations about, confirm, or endorse any Member or the Member’s purported identity or background.
Any references in the Platform to a Member being “verified” or “connected” (or similar language) only indicate that the Member has completed a relevant verification process, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by Nufoodi about any Member, including of the Member’s identity and whether the Member is, safe, suitable or trustworthy. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Platform. We therefore recommend that you always exercise care and due diligence when deciding whether to dine with a Host or to accept a reservation request from a Guest, or to have any other interaction with any other Member. Except as provided in the Nufoodi Host Guarantee Terms and Conditions (“Nufoodi Host Guarantee”, at http://www.Nufoodi.com/terms/host_guarantee), which is an agreement between Nufoodi and Hosts, we are not responsible for any damage or harm resulting from your interactions with other Members.
By using the Platform, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Nufoodi with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other Members on the Site and Services regarding any reservations or Event or Product Listings made by you. This limitation shall not apply to any claim by a Host against Nufoodi regarding the remittance of payments received from a Guest by Nufoodi on behalf of a Host, which instead shall be subject to the limitations described in the section below entitled “Limitation of Liability”.
“Meal Fees” means the amounts that are due and payable by a Guest in exchange for that Guest’s dining of a meal. The Host alone, and not Nufoodi, determines these amounts. The Host may in his or her sole discretion decide to include in these amounts (i) a cleaning fee or any other fee permitted on the Nufoodi platform, or (ii) Taxes that the Host determines that he or she has to collect.
“Guest Fees” means the fee that Nufoodi charges a Guest for the use of its online platform, which is calculated as a percentage of the applicable Meal Fees. The Guest Fees will be displayed to the Guest when the Guest is asked whether to send a reservation request to a Host.
“Host Fees” means the fee that Nufoodi charges a Host for the use of its online platform, which is calculated as a percentage of the applicable Meal Fees. The Host Fees will be displayed to the Host when the Host is asked whether to confirm or reject a reservation request from a prospective Guest.
“Service Fees” means collectively the Guest Fees and the Host Fees.
“Total Fees” means collectively the Event, Product, or Meal Fees and the Guest Fees (plus any Taxes in respect of Guest Fees, such as VAT in Europe).
If you are a Host and a reservation is requested for your Event, Product, or Meal via the Platform, you will be required to either confirm or reject the reservation request within the Reservation Request Period, otherwise the reservation request will be automatically cancelled. When a reservation is requested via the Platform, we will share with you (i) the first and last name of the Guest who has requested the reservation, (ii) a link to the Guest’s Nufoodi Account profile page, (iii) the names of any members of an 3PSNS with whom you are “friends” or associated on the 3PSNS if such individuals are also “friends” or associated with the Guest on such 3PSNS, and (iv) an indication that the name that the Guest provided to Nufoodi when the Guest became a Member matches the name that the Guest provided to the 3PSNSs to which the Guest has linked his or her Nufoodi Account, so that you can view such information before confirming or rejecting the reservation request. If you are unable to confirm or decide to reject a reservation request within the Reservation Request Period, any amounts collected by Nufoodi for the requested reservation will be refunded to the applicable Guest’s credit card and any pre-authorization of such credit card will be released. When you confirm a reservation requested by a Guest, Nufoodi will send you an email, text message or message via the Application confirming such reservation, depending on the selections you make via the Platform.
Nufoodi will collect the Total Fees at the time of reservation confirmation (i.e. when the Host confirms the reservation request) and will initiate payment of the Event, Product, or Meal Fees (less Nufoodi’s Host Fees and any Taxes in respect of the Host Fees, such as VAT in Europe) to the Host within 24 hours of when the Guest arrives at the applicable Meal (except to the extent that a refund is due to the Guest). The time it takes for the Host to receive payouts may depend upon the method for receiving payouts chosen by the Host. Some methods involve the use of third-party payment processors, who may impose their own additional charges for the use of their services on the Host, including by deducting their charges from the payout amount.
If you owe or agree to pay any amount via Nufoodi to Nufoodi (whether as a result of your reservations or actions as a Guest or otherwise), then Nufoodi may (but is not obliged to) withhold the amount owing to Nufoodi from any payout amounts due to you as a Host, and use the withheld amount to setoff the amount owed by you to Nufoodi. If Nufoodi does so, then your obligation to pay Nufoodi will be extinguished to the extent of the amount withheld by Nufoodi, and Nufoodi will cease to owe to you any obligations (including, but not limited to, any obligation to pay you) with respect to the amount withheld.
Appointment of Nufoodi as Limited Payment Collection Agent for Host
Each Host hereby appoints Nufoodi as the Host’s limited payment collection agent solely for the purpose of accepting the Event, Product, or Meal Fees from Guests.
Each Host agrees that payment made by a Guest through Nufoodi, shall be considered the same as a payment made directly to the Host, and the Host will make the Event, Product, or Meal available to the Guest in the agreed-upon manner as if the Host has received the Event, Product, or Meal Fees. Each Host agrees that Nufoodi may, in accordance with the cancellation policy selected by the Host and reflected in the relevant Listing, (i) permit the Guest to cancel the reservation and (ii) refund (via Nufoodi) to the Guest that portion of the Event, Product, or Meal Fees specified in the applicable cancellation policy. Each Host understands that as Nufoodi accepts payments from Guests as the Host’s limited payment collection agent and that Nufoodi’ obligation to pay the Host is subject to and conditional upon successful receipt of the associated payments from Guests. Nufoodi does not guarantee payments to Hosts for amounts that have not been successfully received by Nufoodi from Guests. In accepting appointment as the limited authorized agent of the Host, Nufoodi assumes no liability for any acts or omissions of the Host.
Please note that Nufoodi does not currently charge fees for the creation of Event or Product Listings. However, you as a Host acknowledge and agree that Nufoodi reserves the right, in its sole discretion, to charge you for and collect fees from you for the creation of Event or Product Listings. Please note that Nufoodi will provide notice of any Listing fee collection via the Platform, prior to implementing such an Event or Product Listing fee feature.
The Hosts, not Nufoodi, are solely responsible for honoring any confirmed reservations and making available any Meals reserved through the Platform. If you, as a Guest, choose to enter into a transaction with a Host for the reservation for an Event, Product or meal, you agree and understand that you will be required to enter into an agreement with the Host and you agree to accept any terms, conditions, rules and restrictions associated with such Meal imposed by the Host. You acknowledge and agree that you, and not Nufoodi, will be responsible for performing the obligations of any such agreements, that Nufoodi is not a party to such agreements, and that, with the exception of its payment obligations hereunder, Nufoodi disclaims all liability arising from or related to any such agreements. You acknowledge and agree that, notwithstanding the fact that Nufoodi is not a party to the agreement between you and the Host, Nufoodi acts as the Host’s payment collection agent for the limited purpose of accepting payments from you on behalf of the Host. Upon your payment of the Total Fees to Nufoodi, your payment obligation to the Host for the Event, Product, or Meal Fees is extinguished, and Nufoodi is responsible for remitting the Event, Product, or Meal Fees (less the Host Fees and any Taxes in respect of the Host Fees, such as VAT in Europe), in the manner described in these Terms. In the event that Nufoodi does not remit any such amounts as described in these Terms, such Host will have recourse only against such Nufoodi entity.
The Total Fees payable will be displayed to a Guest before the Guest sends a reservation request to a Host. As noted above, the Host is required to either confirm or reject the reservation request within the Reservation Request Period, otherwise the requested reservation will be automatically cancelled. If a requested reservation is cancelled (i.e. not confirmed by the applicable Host), any amounts collected by Nufoodi will be refunded to such Guest, depending on the selections the Guest makes via the Application and Site, and any pre-authorization of such Guest’s credit card will be released, if applicable.
You as a Guest agree to pay Nufoodi for the Total Fees for any reservation requested in connection with your Nufoodi Account if such requested reservations are confirmed by the applicable Host. In order to establish a reservation pending the applicable Host’s confirmation of your requested reservation, you understand and agree that Nufoodi, on behalf of the Host, reserve the right, in its sole discretion, to (i) obtain a pre-authorization via your credit card for the Total Fees or (ii) charge your credit card a nominal amount, not to exceed one dollar ($1), or a similar sum in the currency in which you are transacting (for example one euro or one British pound), to verify your credit card. Once Nufoodi receives confirmation of your reservation from the applicable Host, Nufoodi will collect the Total Fees in accordance with these Terms and the pricing terms set forth in the applicable Listing. Please note that Nufoodi cannot control any fees that may be charged to a Guest by his or her bank related to Nufoodi’s collection of the Total Fees, and Nufoodi disclaims all liability in this regard.
Hosts may choose to include security deposits in their Event or Product Listings (“Security Deposits”). Each Listing will describe whether a Security Deposit is required for the applicable Event or Product. If a Security Deposit is included in an Event or Product Listing for a confirmed reservation for an Event, Product or Meal, Nufoodi will, in its capacity as the payment collection agent of the Host, use its commercially reasonable efforts to obtain a preauthorization of the Guest’s credit card in the amount the Host determines for the Security Deposit within a reasonable time prior to the Nufoodi Member’s check-in at the applicable Host’s Meal. Nufoodi will also use its commercially reasonable efforts to address Hosts’ requests and claims related to Security Deposits, but Nufoodi is not responsible for administering or accepting any claims by Hosts related to Security Deposits, and disclaims any and all liability in this regard.
In consideration for the use of Nufoodi’s online marketplace and platform, Nufoodi charges the Service Fees. Where applicable, Taxes (such as VAT in Europe) may also be charged in respect of the Host Fees and Guest Fees. Nufoodi deducts the Host Fees from the Event, Product, or Meal Fees before remitting the balance to the Host as described in these TOS terms. Guest Fees are, as noted above, included in the Total Fees.
Balances will be remitted by Nufoodi to Hosts via check, PayPal, direct deposit or other payment methods described on the Site or via the Application, in the Host’s currency of choice, depending upon the selections the Host makes via the Platform. Amounts may be rounded up or down as described the “Rounding Off” section below.
Please note that Nufoodi may impose or deduct foreign currency processing costs on or from any payments or payouts by Nufoodi in currencies other than U.S. dollars. More information on any such costs or deductions will be available via the Application and Site. More information on any such costs or deductions will be available via the Application and Site. More information on Services Fees can be found at http://www.Nufoodi.com/help. Except as otherwise provided herein, Service Fees are non-refundable.
If, as a Guest, you cancel your requested reservation before the requested reservation is confirmed by a Host, Nufoodi will cancel any pre-authorization to your credit card and/or refund any nominal amounts charged to your credit card in connection with the requested reservation within a commercially reasonable time. If, as a Guest, you wish to cancel a confirmed reservation made via the Platform, prior to arriving at the Event, Product, or Meal, the cancellation policy of the Host contained in the applicable Listing will apply to such cancellation. Our ability to refund the Event, Product, or Meal Fees and other amounts charged to you will depend upon the terms of the applicable cancellation policy. Details regarding refunds and cancellation policies are available via the Application and Site. The Guest Fee is non-refundable regardless of the cancellation policy selected by the Host.
If a Host cancels a confirmed reservation made via the Platform, (i) Nufoodi will refund the Total Fees for such reservation to the applicable Guest within a commercially reasonable time of the cancellation and (ii) the Guest will receive an email or other communication from Nufoodi containing alternative Event or Product Listings and other related information. If the Guest requests a reservation from one of the alternative Event or Product Listings and the Host associated with such alternative Event or Product Listing confirms the Guest’s requested reservation, then the Guest agrees to pay Nufoodi the Total Fees relating to the confirmed reservation for the Event, Product, or Meal in the alternative Event or Product Listing, in accordance with these Terms. If a Host cancelled a confirmed reservation and you, as a Guest, have not received an email or other communication from Nufoodi, please contact Nufoodi at http://www.Nufoodi.com/help/contact_us.
If, as a Host, you cancel a confirmed reservation, Nufoodi may apply penalties or consequences to you or your Event or Product Listing, including (i) publishing an automated review on your Event or Product Listing indicating that an Event Reservation was cancelled, (ii) keeping the calendar for your Event or Product Listing unavailable or blocked for the dates of the cancelled reservation, or (iii) imposing a cancellation fee (to be withheld from your future payouts). You will be notified of the situations in which a cancellation fee applies before you decide to cancel.
In certain circumstances, Nufoodi may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed reservation made via the Platform. This may be for reasons set forth in Nufoodi’s Extenuating Circumstances policy at http://www.Nufoodi.com/help/policies/cancellations_and_refunds#extenuating_circumstances or for any other reason. Nufoodi may also determine, in its sole discretion, to refund to the Guest part or all of the amounts charged to the Guest in accordance with the Guest Refund Policy at http://www.Nufoodi.com/terms/guest_refund_policy. You agree that Nufoodi and the relevant Guest or Host will not have any liability for such cancellations or refunds.
In some instances, Guests may be required to make recurring, incremental payments toward the Total Fees owed for a confirmed reservation before beginning his or her enjoyment of the applicable Meal (collectively, “Recurring Payments”). More information on Recurring Payments will be made available via the Platform, if applicable. If Recurring Payments apply to a confirmed reservation, then the Guest authorizes Nufoodi, on behalf of the Host, to collect the Total Fees and the Host agrees that such Nufoodi entity will initiate payouts to the Host, in the increments and at the frequency associated with the applicable Recurring Payments, identified on the Platform.
Nufoodi may, in its sole discretion, round up or round down amounts that are payable from or to Guests or Hosts to the nearest whole functional base unit in which the currency is denominated (for example to the nearest dollar, euro or other supported currency); for example, Nufoodi will round up an amount of $101.50 to $102.00, and $101.49 to $101.00.
Some currencies are denominated in large numbers. In those cases, Nufoodi may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,200 of the currency; the corresponding examples for such currencies would be for Nufoodi to round up an amount of 1,045 up to 1,050 and 1,044 down to 1,040, or 35,450 up to 35,500 and 35,449 down to 35,400, or 837,500 up to 838,000 and 837,499 down to 837,000.
We will take steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payout to or payment by you, so that you end up receiving or paying the correct amount.
Some Hosts may pledge to donate a portion of the funds they receive from confirmed reservations made via the Platform to a particular cause or charity. We do not take any responsibility or liability for whether the Host does in fact make the donation he or she pledged to make. In such cases, the Host in question is responsible for his or her own compliance with all laws and regulations applicable to such pledges and/or fund-raising.
Tax regulations may require us to collect appropriate tax information from our Hosts, or to withhold taxes from payouts to Hosts, or both. For instance, IRS regulations stipulate that we must collect an IRS Form W-9 from our US Hosts, and an appropriate IRS Form W-8 (for example Form W-8BEN) from non-US hosts with at least one Event or Product Listing in the US. You as a Host are solely responsible for keeping the information in your tax forms current, complete and accurate. If you as a Host fail to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold payments to you (for example where you are a US Host and you fail to provide us with a completed IRS Form W-9), we reserve the right in our sole discretion to freeze all payouts to you until resolution, to withhold such amounts as required by law, or to do both.
You as a Host understand and agree that you are solely responsible for determining (i) your applicable Tax reporting requirements, and (ii) the Taxes that should be included, and for including Taxes to be collected or obligations relating to applicable Taxes in Event or Product Listings. You are also solely responsible for remitting to the relevant authority any Taxes included or received by you. Nufoodi cannot and does not offer Tax-related advice to any Members.
Where applicable, or based upon request from a Host, Nufoodi may issue a valid VAT invoice to such Host.
You understand and acknowledge that appropriate governmental agencies, departments or authorities (the “Tax Authority”) where your Event, Product, or Meal is located may require Taxes to be collected by Hosts from Guests on the amount paid for the right to use and/or occupancy of Meals, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these taxes are generally required to be collected and remitted as a percentage of the rent or Meal Fees set by Hosts, a set amount per day, or other variations, and are sometimes called “occupancy taxes,” “hotel taxes,” “lodging taxes,” “transient taxes,” “sales and use taxes,” “value added taxes,” “room taxes” or “tourist taxes” (hereafter, "Occupancy Taxes").
In certain jurisdictions, Nufoodi may decide in its sole discretion to facilitate collection and remittance of Occupancy Taxes from Guests on behalf of and in-lieu of Hosts, if such tax jurisdiction asserts Nufoodi or Hosts have a tax collection and remittance obligation. In any jurisdiction in which we decide to facilitate collection and remittance of Occupancy Taxes, whether you are a Guest or Host you hereby instruct and authorize Nufoodi to collect Occupancy Taxes from Guests on behalf of and in lieu of Hosts at the time Meal Fees are collected, and to remit such Occupancy Taxes to the Tax Authority. When Nufoodi facilitates collection or remittance of Occupancy Taxes in a jurisdiction for the first time, Nufoodi will provide notice to existing Hosts with Event or Product Listings for Meals in such jurisdictions. The amount of Occupancy Taxes collected and remitted through facilitation by Nufoodi, if any, will be visible to and separately stated to both Guests and Hosts on their respective transaction documents. Guests and Hosts agree that in any jurisdiction where Nufoodi facilitates collection and remittance of Occupancy Taxes on behalf of and lieu of Hosts, such Hosts are not permitted to also collect and/or remit such taxes on any portion of the Event, Product, or Meal Fees. Hosts and Guests acknowledge and agree that in some jurisdictions, Nufoodi may not be able to facilitate collection and remittance of Occupancy Taxes. In any jurisdiction in which we have not provided notice of, or are not facilitating collection and remittance of Occupancy Taxes to the Tax Authority in your jurisdiction, Hosts and Guests remain solely responsible and liable for the collection and/or remittance of any and all Occupancy Taxes that may apply to Meals. For any jurisdiction in which we facilitate collection and remittance of Occupancy Taxes, Hosts and Guests expressly grant us permission to transfer data and other information relating to Occupancy Taxes, if any, collected and remitted relating to your transactions.
Whether you are a Guest of Host, you agree that any claim or cause of action relating to collection and remittance of Taxes shall not extend to any supplier or vendor that may be used by Nufoodi in connection with collection and remittance of Occupancy Taxes, if any. Guests and Hosts agree that we may seek additional amounts from you in the event that the Taxes collected or remitted are insufficient to fully discharge your obligations to the Tax Authority, and agree that your sole remedy for Occupancy Taxes collected is a refund of Occupancy Taxes collected by Nufoodi from the applicable Tax Authority in accordance with applicable procedures set by that Tax Authority.
As a Guest, you are responsible for leaving the Event, Product, or Meal in the condition it was in when you arrived. You acknowledge and agree that, as a Guest, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals whom you invite to, or otherwise provide access to, the Event, Product, or Meal. In the event that a Host claims otherwise and provides evidence of damage, including but not limited to photographs, you agree to pay the cost of replacing the damaged items with equivalent items. After being notified of the claim and given forty eight (48) hours to respond, the payment will be charged to and taken from the credit card on file in your Nufoodi Account. Nufoodi also reserves the right to charge the credit card on file in your Nufoodi Account, or otherwise collect payment from you and pursue any avenues available to Nufoodi in this regard, including using Security Deposits, in situations in which you have been determined, in Nufoodi’s sole discretion, to have damaged any Meal, including, but not limited to, in relation to any payment requests made by Hosts under the Nufoodi Host Guarantee, and in relation to any payments made by Nufoodi to Hosts. If we are unable to charge the credit card on file or otherwise collect payment from you, you agree to remit payment for any damage to the Event, Product, or Meal to the applicable Host or to Nufoodi (if applicable).
Both Guests and Hosts agree to cooperate with and assist Nufoodi in good faith, and to provide Nufoodi with such information and take such actions as may be reasonably requested by Nufoodi, in connection with any complaints or claims made by Members relating to Meals or any personal or other property located at an Event Reservation (including, without limitation, payment requests made under the Nufoodi Host Guarantee) or with respect to any investigation undertaken by Nufoodi or a representative of Nufoodi regarding use or abuse of the Site, Application or the Services. If you are a Guest, upon Nufoodi’s reasonable request, and to the extent you are reasonably able to do so, you agree to participate in mediation or similar resolution process with a Host, at no cost to you, which process will be conducted by Nufoodi or a third-party selected by Nufoodi, with respect to losses for which the Host is requesting payment from Nufoodi under the Nufoodi Host Guarantee.
If you are a Guest, you understand and agree that Nufoodi reserves the right, in its sole discretion, to make a claim under your homeowner’s, renter’s or other insurance policy related to any damage or loss that you may have caused or been responsible for or to an Event Reservation or any personal or other property located at an Event Reservation (including without limitation amounts paid by Nufoodi under the Nufoodi Host Guarantee). You agree to cooperate with and assist Nufoodi in good faith, and to provide Nufoodi with such information as may be reasonably requested by Nufoodi, in order to make a claim under your homeowner’s, renter’s or other insurance policy, including, but not limited to, executing documents and taking such further acts as Nufoodi may reasonably request to assist Nufoodi in accomplishing the foregoing.
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Site, Application, Services and Collective Content. In connection with your use of the Site, Application, Services and Collective Content, you may not and you agree that you will not:
violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations;
use manual or automated software, devices, scripts, robots or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Site, Application, Services or Collective Content;
use the Site, Application, Services or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms;
copy, store or otherwise access any information contained on the Site, Application, Services or Collective Content for purposes not expressly permitted by these Terms;
infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
interfere with or damage our Platform, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
use our Platform to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
use our Site, Application, Services or Collective Content in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to lodging in a private residence;
"stalk" or harass any other user of our Site, Application, Services or Collective Content, or collect or store any personally identifiable information about any other user other than for purposes of transacting as a Nufoodi Guest or Host;
offer, as a Host, any Event, Product, or Meal at a location that you do not yourself own or have permission to use as a commercial, residential or other property (without limiting the foregoing, you will not list Event, Product, or Meals as a Host if you are serving in the capacity of a rental agent or listing agent for a third-party location or property);
offer, as a Host, any Event, Product, or Meal location that may not be rented or subleased pursuant to the terms and conditions of an agreement with a third-party, including, but not limited to, a property rental agreement;
register for more than one Nufoodi Account or register for a Nufoodi Account on behalf of an individual other than yourself;
unless Nufoodi explicitly permits otherwise, request or book an enjoyment of any Event, Product, or Meal location if you will not actually be attending or dining at the Event, Product, or Meal yourself;
contact a Host for any purpose other than asking a question related to a reservation, such Host’s Event, Product, or Meal locations or Event or Product Listings;
contact a Guest for any purpose other than asking a question related to a reservation or such Guest’s use of the Platform;
recruit or otherwise solicit any Host or other Member to join third-party services or websites that are competitive to Nufoodi, without Nufoodi’s prior written approval;
impersonate any entity or person, or falsify or otherwise misrepresent yourself or your affiliation with any entity or person;
use automated scripts to collect information from or otherwise interact with the Site, Application, Services or Collective Content;
use the Site, Application, Services or Collective Content to find a Host or Guest and then complete a reservation for an Event Reservation independent of the Platform, in order to circumvent the obligation to pay any Service Fees related to Nufoodi’s provision of the Services or for any other reasons;
as a Host, submit any Listing with false or misleading price information, or submit any Listing with a price that you do not intend to honor;
post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third-party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances; at Nufoodi’s discretion, Nufoodi reserves the right to remove any and all Member Content that may or may not comply with the TOS terms;
systematically retrieve data or other content from our Platform to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
use, display, mirror or frame the Site, Application, Services or Collective Content, or any individual element within the Site, Application, Services or Collective Content, Nufoodi’s name, any Nufoodi trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Platform, without Nufoodi’s express written consent;
access, tamper with, or use nonpublic areas of the Platform, Nufoodi’s computer systems, or the technical delivery systems of Nufoodi’s providers;
attempt to probe, scan, or test the vulnerability of any Nufoodi system or network or breach any security or authentication measures;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Nufoodi or any of Nufoodi’s providers or any other third-party (including another user) to protect the Site, Services, Application or Collective Content;
forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, Application or Collective Content to send altered, deceptive or false source-identifying information;
attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services, Application or Collective Content; or
advocate, encourage, or assist any third-party in doing any of the foregoing.
Nufoodi has the right to investigate and prosecute violations of any of the above to the fullest extent of the law.
Nufoodi may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Nufoodi or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users, such as these Terms and the Nufoodi Host Guarantee (see http://www.Nufoodi.com/terms), (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of Nufoodi , its users, or memebrs of the public . You acknowledge that Nufoodi has no obligation to monitor your access to or use of the Site, Application, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating and improving the Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. Nufoodi reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Nufoodi, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform.
The Site, Application, Services, and Collective Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site, Application, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of Nufoodi and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Application, Services, or Collective Content.
As a Member, you may have the opportunity to enroll into the Nufoodi Associate Program. Nufoodi Associate Rewards are based on the number of new Nufoodi Members signed up by an associate as well as the amount of monthly Nufoodi business executed by the Associate by way of Events or Product Listings that are purchased via the Platform. Once approved if you choose to participate in the Associate Program you will be eligiable for Nufoodi Associate Rewards based on the formula defined and outlined here : http://www.nufoodi.com/Associate-Rewards. Nufoodi Associate Rewards are issued in USD and placed in the Associates Nufoodi Account at the time of issuance..
In order to receive Associate Rewards, each of the following requirements must be met : (i) you must log in to your Nufoodi Account on the Application or Site and create a Nufoodi Event; (ii) using the event registration process within the Platform new members must complete a registration for the event and pay the respective Event, Product, or Services costs, Note that new purchasing members who request a refund on their purchase for any reason are consequently also removed from your Associate Reward program.
For Nufoodi Private Events you agree not to publish or distribute the invitation link, or cause the link to be published or distributed, on or via methods, platforms and media where you have no reasonable basis for believing that all or most of the readers or recipients are your personal friends. All Nufoodi Account creations and confirmed reservation requests resulting from a breach of the above will at the minimum be disregarded for determining eligibility for being a Qualifying Associate Referral and therefore will not eligible during the calculation of one's Associate Referral Rewards, at the maximum this breach of the above may result in the termination of the Associate’s Referral Rewards Account
For Nufoodi Public; you may reach out to both close friends (tier 1 contacts) and non-tier 1 contacts. In doing so; for reaching out to close (tier 1) contacts you agree not to publish or distribute the invitation link, or cause the link to be published or distributed, on or via methods, platforms and media where you have no reasonable basis for believing that all or most of the readers or recipients are your personal friends; for reaching past your tier 1 contacts you agree to limit your promotional reach to 100 miles from Event location. Additionally you agree to submit to Nufoodi for review all methods of Event invitation you are considering and for use for each particular Event prior to you engaging such methods. Written feedback from Nufoodi as to your use of these methods will be provided.
Satisfaction of a Qualifying Associate Referral and the Associate Referral Reward you receive will be reflected in your Nufoodi Account in a commercially reasonable amount of time after the Qualifying Associate Referral purchase has been completed. Associate Referral rewards as they pertain to Products purchased will be processed 60 days in arrears. The Associate Referral Rewards you accrue will be displayed in your Nufoodi Account profile page. Associate Referral Rewards can be accrued solely by you and you may not earn Associate Referral Rewards by permitting another individual to use your Nufoodi Account. Associate Referral Rewards accrued in multiple Nufoodi Accounts may not be combined into one Nufoodi Account. You may not own multiple Associate Accounts. You may not earn Associate Referral Rewards by creating multiple Nufoodi Accounts. Members are responsible for keeping track of the Associate Referral Rewards in their Nufoodi Accounts.
Nufoodi may suspend or terminate the Associate Program or your participation in the Associate Program at any time for any reason. Nufoodi will not grant any further Associate Rewards after the suspension or termination of the Associate Program or your participation in it, but any Referral Rewards already awarded or received will not be affected by the suspension or termination.
Subject to your compliance with these Terms, Nufoodi grants you a limited non-exclusive, non-transferable license to download and install a copy of the Application on a single mobile device or computer that you own or control and run such copy of the Application solely for your own personal use. Furthermore, with respect to any App Store Sourced Application (defined below), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Nufoodi reserves all rights in the Application not expressly granted to you by these Terms.
Subject to your compliance with the terms and conditions of these Terms, Nufoodi grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Nufoodi Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Application, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Nufoodi or its licensors, except for the licenses and rights expressly granted in these Terms.
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Platform, you hereby grant to Nufoodi a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of or to promote or market the Platform. Nufoodi does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to Nufoodi the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Nufoodi’s use of the Member Content (or any portion thereof) on, through or by means of the Site, Application and the Services will infringe, misappropriate or violate a third-party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
The Platform may contain links to third-party websites or resources. You acknowledge and agree that Nufoodi is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Nufoodi of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
All trademarks, service marks, logos, trade names and any other proprietary designations of Nufoodi used herein are trademarks or registered trademarks of Nufoodi. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Platform (“Feedback”). You may submit Feedback by emailing us at legal@Nufoodi.com or through the “Contact” (http://www.Nufoodi.com/help/contact_us) section of the Application and Site. You acknowledge and agree that all Feedback will be the sole and exclusive property of Nufoodi and you hereby irrevocably assign to Nufoodi and agree to irrevocably assign to Nufoodi all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At Nufoodi’s request and expense, you will execute documents and take such further acts as Nufoodi may reasonably request to assist Nufoodi to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
If you dine with or host anyone who you feel is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Nufoodi by contacting us with your police station and report number at legal@Nufoodi.com; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
Nufoodi respects copyright law and expects its users to do the same. It is Nufoodi’s policy to terminate in appropriate circumstances the Nufoodi Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Nufoodi’s Copyright Policy at http://www.Nufoodi.com/terms/copyright_policy, for further information.
We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel your Nufoodi Account. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Nufoodi Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Site, Application, Services, your Nufoodi Account, your Member Content, or receive assistance from Nufoodi Customer Service, (b) any pending or accepted future reservations as either Host or Guest will be immediately terminated, (c) we may communicate to your Guests or Hosts that a potential or confirmed reservation has been cancelled, (d) we may refund your Guests in full for any and all confirmed reservations, irrespective of preexisting cancellation policies, (e) we may contact your Guests to inform them about potential alternate Event, Product, or Meal locations with other Hosts that may be available on the Platform, and (f) you will not be entitled to any compensation for reservations or reservations (even if confirmed) that were cancelled as a result of a suspension, deactivation or termination of your Nufoodi Account. You may cancel your Nufoodi Account at any time via the “Cancel Account” feature of the Services or by sending an email to email@example.com. Please note that if your Nufoodi Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Platform, including, but not limited to, any reviews or Feedback.
IF YOU CHOOSE TO USE THE PLATFORM OR COLLECTIVE CONTENT AND PARTICIPATE IN THE REFERRAL PROGRAM, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT NUFOODI DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, GUESTS AND HOSTS, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THE PLATFORM, COLLECTIVE CONTENT AND REFERRAL PROGRAM ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, NUFOODI EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NUFOODI MAKES NO WARRANTY THAT THE PLATFORM, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE EVENT OR PRODUCT LISTINGS OR ANY EVENT, PRODUCT, OR MEAL LOCATIONS, OR THE REFERRAL PROGRAM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NUFOODI MAKES NO WARRANTY REGARDING THE QUALITY OF ANY EVENT OR PRODUCT LISTINGS, MEALS, YOUR ACCRUAL OF NUFOODI DINING CREDITS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE PLATFORM OR REFERRAL PROGRAM.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NUFOODI OR THROUGH THE PLATFORM OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, ANY HOSTS OR GUESTS. YOU UNDERSTAND THAT NUFOODI DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM OR TO REVIEW OR VISIT ANY EVENT, PRODUCT, OR MEAL LOCATIONS. NUFOODI MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, GUESTS AND HOSTS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY NUFOODI. NOTWITHSTANDING NUFOODI’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF THE HOSTS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM GUESTS ON BEHALF OF THE HOSTS, NUFOODI EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY GUEST OR OTHER THIRD-PARTY.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM AND COLLECTIVE CONTENT, YOUR LISTING OR RESERVATION OF ANY EVENT, PRODUCT, OR MEAL LOCATIONS VIA THE PLATFORM, YOUR PARTICIPATION IN THE REFERRAL PROGRAM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF NUFOODI WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER NUFOODI NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, COLLECTIVE CONTENT OR THE REFERRAL PROGRAM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PLATFORM OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM OR FROM YOUR LISTING OR RESERVATION OF ANY EVENT, PRODUCT, OR MEAL VIA THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT NUFOODI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE HOSTS PURSUANT TO THESE TERMS OR AN APPROVED PAYMENT REQUEST UNDER THE NUFOODI HOST GUARANTEE, IN NO EVENT WILL NUFOODI’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE PLATFORM INCLUDING, BUT NOT LIMITED TO, FROM YOUR LISTING OR RESERVATION OF ANY EVENT, PRODUCT, OR MEAL VIA THE PLATFORM, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, OR COLLECTIVE CONTENT OR YOUR PARTICIPATION IN THE REFERRAL PROGRAM AND IN CONNECTION WITH ANY EVENT, PRODUCT, OR MEAL OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR RESERVATIONS VIA THE PLATFORM AS A GUEST IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A HOST, THE AMOUNTS PAID BY NUFOODI TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.S. DOLLARS (US$100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NUFOODI AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to release, defend, indemnify, and hold Nufoodi and its’ associates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Application, Services, or Collective Content or your violation of these TOS terms; (b) your Member Content; (c) your (i) interaction with any Member, (ii) reservation for an Event, Product, or Meal, or (iii) creation of an Event or Product Listing; (d) the use, condition or rental of an Event Reservation by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a rental, reservation or use of an Event, Product, or Meal; and (e) your participation in the Associate Program or your accrual of any Nufoodi Dining Credits.
You may not use, export, re-export, import, or transfer the Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws. In particular, but without limitation, the Application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using the Platform, you represent and warrant that (i) neither you nor your listed Event, Product, or Meal is located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Platform for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. Nufoodi does not permit Event or Product Listings associated with certain countries due to U.S. embargo restrictions.
You may not assign or transfer these TOS terms, by operation of law or otherwise, without Nufoodi’s prior written consent. Any attempt by you to assign or transfer these TOS terms, without such consent, will be null and of no effect. Nufoodi may assign or transfer these TOS terms, at its sole discretion, without restriction. Subject to the foregoing, these TOS terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any communications or other notices permitted or required hereunder, including those regarding modifications to these TOS terms, will be in writing and given by Nufoodi (i) via email (in each case to the address that you provide) or (ii) by posting to the Application or via the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such emailed notice is transmitted.
Controlling Law and Jurisdiction
These TOS terms will be interpreted in accordance with the laws of the State of New Hampshire and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a state court located in Hillsborough County, Nashua, New Hampshire or a United States District Court, District of New Hampshire located in Concord, New Hampshire for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, patents, trade secrets, trademarks, or other intellectual property rights, as set forth in the Dispute Resolution provision below.
You and Nufoodi agree that any dispute, claim or controversy arising out of or relating to these TOS terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Application or Site (collectively, “Disputes”) will be settled by binding arbitration , except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and Nufoodi are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Nufoodi otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. The entirety of this “Dispute Resolution” section will be deemed void if this specific paragraph is held unenforceable. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these TOS terms.
Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules & SP”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules & SP are available at http://www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.
Arbitration Process. A Member who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified within the AAA Rules & SP. (The AAA Demand for Arbitration is provided at http://www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175 . The arbitrator will be either a retired attorney or retired judge licensed to practice law in the state of New Hampshire and will be selected by the parties from the AAA’s current roster of consumer dispute arbitrators. If within (10) days of delivery of the Demand for Arbitration the parties are unable to agree upon an arbitrator then an arbitrator will be appointed by the AAA in accordance with the AAA Rules & SP.
Arbitration Location and Procedure. Unless you and Nufoodi otherwise agree, the arbitration will be conducted in Hillsborough County, NH . If your claim does not exceed $1,000, then the arbitration will be conducted solely on the basis of documents you and Nufoodi submit to the arbitrator, unless the arbitrator determines that a hearing is necessary or you request a hearing . If your claim exceeds $1,000, your right to a hearing will be determined by the AAA Rules & SP. Subject to the AAA Rules & SP, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules & SP. The arbitrator’s decision will include and detail the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s awarded damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief deemed warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorney fees and expenses, to the extent provided under applicable law. Nufoodi will seek, and hereby retains all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules & SP. However, if your claim for damages does not exceed $75,000, Nufoodi will pay all such fees unless the arbitrator finds that either your claim substance or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b))
Changes. Notwithstanding the provisions of the “Modification” section above, if this “Dispute Resolution” section is altered by Nufoodi after the date you first accepted these TOS terms (or accepted any subsequent changes to these TOS terms), within 30 days of the date such change became effective you may reject any such change by sending us written notice (including by email to legal@Nufoodi.com) as indicated in the “Last Updated Date” above or in the date of Nufoodi’s email to you notifying you of such change. Should you reject any change you are agreeing you will arbitrate any Dispute between you and Nufoodi in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these TOS terms (or accepted any subsequent changes to these TOS terms).
This TOS constitutes the entire and exclusive agreement and understanding between Nufoodi and you regarding the Application, Associate Program, Collective Content, Site, and Services, and this TOS supersedes and replaces any and all prior oral or written understandings or agreements between Nufoodi and you regarding the use of the Application, Associate Program, Content, Site and Services. This TOS will be interpreted in accordance with the laws of the State of New Hampshire and the United States of America. Services refer to any and all services provided to Nufoodi members and their guests; these services include, but are not limited to any and all gig/job board listings, reservations, event listings, product listings and any other services provided by Nufoodi.
Unless stated otherwise in this TOS, if an arbitrator or a court of competent jurisdiction finds any of the terms or provisions in this TOS to be deemed invalid, void, or for any reason unenforceable, such provisions herein shall be deemed severable and shall not affect the enforceability nor the validity of any and all remaining provision(s). Document headings do not limit the scope or extent of such section and are for reference purposes only. The failure of Nufoodi to enforce any provision or right of this TOS will not constitute a waiver by Nufoodi of current or future enforcement of that term, provision or right. The waiver of any such provision or right will be effective only if in writing and signed by a duly authorized representative of Nufoodi.
If you have any questions about these TOS terms or any App Store Sourced Application, please contact Nufoodi at legal@Nufoodi.com.