Terms and Conditions

Cookapp, Inc. and its affiliates (“Company”, “Cookapp”, “we” or "us") welcome those who access our website (“you”) to Cookapp, an online social platform available at https://www.cookapp.com/, which offers an online gathering tool for people interested in participating in private dinner experiences with each other (the “Service”). Typically, such private dinner experience will be initiated by people hosting events (“Hosts”) and who friends (“Guests”) to attend a private dinner party at the Host’s house as a social group. Cookapp connects member Hosts, who offer their hosting skills, food, and home facilities to fellow member Guests seeking to participate in such food driven events. Hosts and Guests, each Cookapp's registered members (“Members”), use the Service to prepare, attend, and/or consume a social meal in a private home and/or use the Service to form or be a part of a distinct group or club that mutually provides, prepares, serves, and consumes food as a group or club (the “Member Sponsored Events”).  Cookapp lets you form your own private event dinner club with like-minded people and helps the Hosts cover the cost of hosting the Members. The registered Members are invited to use Cookapp for the above purposes in accordance with the terms and conditions hereunder.
Acceptance of the Terms 

By logging in to, connecting to, accessing or using Cookapp, you acknowledge that you have read and understood the following terms and conditions (“Terms”) and you agree to be bound by them and to comply with all applicable laws and regulations regarding your conduct on Cookapp. IF YOU DO NOT AGREE TO ANY OF THE TERMS, DO NOT CONNECT TO, ACCESS OR USE COOKAPP IN ANY MANNER. The Terms may be revised and updated from time to time, with or without any notice. The Company shall make reasonable efforts to post a prominent notice in case the Terms shall change substantially. The Company urges you to check the last revised date which appears at the top of the Terms and to review the Terms from time to time. You can review the most current version of the Terms at any time at: https://www.Cookapp.com/en/Terms

By surfing, logging or connecting to, accessing or using Cookapp, you acknowledge that the Terms constitute a binding and enforceable legal contract between the Company and any person connecting to, accessing or using Cookapp.

Registration
Those interested in the food culture revolution can register as Members of Cookapp by either using a third-party account or creating an account with their email. By registering as a Member to the Service with a third-party account (e.g., Facebook), you hereby grant us permission to access and use your information through that service, as permitted by that third party service, and to store your log-in credentials for that service to enable our Service. Without becoming a Member, you may be unable to access all of our features. If you choose to become a Member, you agree to provide truthful, accurate, and complete information about yourself. You also agree to update your personal information to ensure its continued accuracy and completeness.
By registering as a Member of Cookapp and creating a Cookapp Account, you affirm that you are 18 years of age or older. If you are under 18 years of age you may not use the Service on behalf of yourself or any other person or entity, and you must not provide Cookapp with any of your personal details. 
If you are under 21 years old, you may not use the Service on behalf of yourself or any other person or entity for Member Sponsored Events which contain alcoholic drinks, either explained through the Menu or through the House Rules. If a Guest is unsure if an event will contain alcoholic drinks, they may contact Hosts to inquire about the beverages the Host will offer or accept during the Member Sponsored Event. 

Acceptable Use
After registering, Cookapp Members may access the website for the purposes of posting, uploading, or making available content and browsing, viewing, attending, coordinating, and/or reviewing Member Sponsored Events as well as maintaining your personal account. Cookapp does not operate any form of food or dining establishment and has no plans to do so in the future. While using our website, Members agree to only use the Service to prepare, attend, and/or consume a family meal in a private home and/or to form, be part of and enjoy Member Sponsored Events as a group or club that mutually provides, prepares, serves and consumes the food unless a particular Host obtains the necessary permits and licenses and complies with all applicable laws to host a Member Sponsored Event otherwise. Your use of the website and the content you personally create is your sole responsibility. You are required to comply will all applicable domestic and international laws, statutes, ordinances, and regulations including but not limited to provisions restricting the operation of a dining or food establishments and/or the service of alcohol (or applicable exemptions to the Host’s local health and safety requirements for operating a food or dining establishment and/or serving alcohol). Our Service is not intended to permit Hosts to operate food establishments when not permitted.
All content of the website, which may include without limitation, information, text, data, photographs, audio, video, images, graphics, logos, trademarks, service marks, and other content of materials associated with technology and software, and the look and feel of the website, are the proprietary property of Cookapp, which is owned by Cookapp or its licensors. Any rights to the content not expressly granted to you herein are reserved for Cookapp. Unless explicitly stated herein, nothing in theses Terms shall be construed as conferring any license or intellectual property rights, whether by estoppel, implication or otherwise. You agree not to reproduce, modify, copy, frame, display, transmit, distribute, publish, sell, or otherwise commercially exploit the website and/or content in any form or by any means, in whole or in part, without express written permission from Cookapp, and any such use is strictly prohibited, except in regards to your own materials posted on the website in accordance with the Terms or as expressly allowed in these Terms.
By posting, uploading or otherwise distributing your materials on the website, you explicitly consent that other Members of the website may access, display, view, store, and/or download such materials, and post or forward such materials to others who may or may not be registered Members of the website and you hereby grant (and represent and warrant that you have all necessary rights to grant) to Cookapp a perpetual, sublicenseable, transferable, world-wide, non-exclusive, royalty free, license to all of your rights in the materials (including moral rights) or all purposes, including but not limited to use, copy, reproduce, modify, adapt, publish, edit, translate, create derivative works from, transmit, distribute, display, perform, or derive revenue or other remuneration from such materials and incorporate such materials into other works in any form, media, or technology.
You agree that Cookapp has no liability or responsibility for the storage or deletion of any materials that you submit or post or messages you send through the website. Cookapp reserves the right to change its general practices and limits at any time in its sole discretion, with or without notice.

Prohibited Uses
You agree that you will not:
 
1.     Use, display, mirror, or frame the Service, any individual element within the Service, the Cookapp name, trademark, logo or other proprietary information, or the layout and design of any portion of the Service, without our express written consent;
2.     Access the Service by any means other than through interfaces provided by Cookapp and as otherwise expressly authorized under these Terms;
3.     Access, tamper with, or use non-public areas of the Service, our computer systems, or the technical delivery systems of our providers;
4.     Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Cookapp or any of our providers or any other third party (including another Member) to protect the Service;
5.     Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service;
6.     Attempt to access or search the Service or scrape or download content from the Service, or otherwise use, upload content to, or create new links, reposts, or referrals in the Service through the use of any engine, software, tool, agent, device or mechanism (including automated scripts, spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Cookapp or other generally available third party web browsers;
7.     Send any unsolicited or unauthorized spam, advertising messages, promotional materials, email, junk mail, chain letters or other form of solicitation;
8.     Use any meta tags or other hidden text or metadata utilizing the Service or an Cookapp trademark, logo, or URL without Cookapp’s express written consent;
9.     Attempt to decipher, decompile, disassemble or reverse engineer any of the applications or other software used to provide the Service;
10.  Interfere with, or attempt to interfere with, the access of any Member, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Service;
11.  Reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose any portion of the Service (including your Cookapp Account) or your access to or use of the Service;
12.  Collect or store any personally identifiable information from other members of the Service without their express permission;
13.  Stalk or otherwise harass another person or entity;
14.  Impersonate or misrepresent your affiliation with any person or entity;
15.  Dispense, distribute, post, or publish any material which is unlawful, defamatory, libelous, slanderous, pornographic, obscene, abusive, profane, vulgar, sexually explicit, threatening, harassing, harmful, hateful, racially or ethnically offensive or otherwise objectionable, or which encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate;
16.  Violate any applicable law or regulation, including but not limited to provisions restricting the operation of a dining or food establishments and/or the service of alcohol;
17.  Without limiting any other provision of these Terms, allow any other person or entity to use your Cookapp Account; or
18.  Encourage or enable any other individual to do any of the activities prohibited in these Terms.

Booking and Billing Arrangements 

Each Guest is welcome to make an online reservation with any Host offering a Member Sponsored Event on Cookapp ("Reservation" or “Booking”). Guests may pay for their Reservation by using any offered payment service. As part of the Booking process you will confirm the number of guests that will attend the Member Sponsored Event and wait for the Booking Confirmation. The Company will send you a notification once your reservation has been confirmed ("Booking Confirmation") and then will charge you for the full amount of the cost of the Member Sponsored Event, ("Reservation Amount" or "Booking Amount").

The Booking Amount charged to you will be kept faithfully by Cookapp and in compliance with any applicable law, and will only be transferred to the respective Host at a later date, provided the Guest attends the Member Sponsored Event provided by the Host and provided that no cancellation occurs within 24 hours of the Member Sponsored Event. Cookapp’s cancellation policy is described in the section below entitled “Cancellation of Reservation”.

Fees, Payments, and Tax Charges

As a Guest, in order to make an online Reservation on Cookapp, you will be requested to provide the Company with additional personal information, such as phone number, etc. We will not disclose any of your personal information to others, except for your name and contact information, in order to place your Reservation with the respective Host. 

Hosts are required to post prices including all applicable taxes for the Booking of Member Sponsored Events on Cookapp, as such Booking may be subject to taxation, as required or ordered by the applicable tax law in the country in which respective Hosts reside. 

Hosts are solely responsible to determine the applicable taxes and are hereby required to comply with the applicable tax law and pay any taxes including VAT, surcharges, sales taxes, goods and services taxes or other withholding and personal or corporate income taxes imposed and levied in connection with Reservations made of their respective Member Sponsored Events via Cookapp or the payment thereof and they represent and warrant that they will pay such taxes on time and in compliance with the applicable tax law. 

The Company may, at any time and at its sole discretion, convert a free of charge Member service to a fee-based service, and change rates and payment terms. Cookapp may deduct foreign currency processing costs and transaction fees from any payment. Any changes in Cookapp's Member fee schedule will take effect immediately after being posted on Cookapp.

Cookapp may provide a feature through which Members may view costs associated with Member Sponsored Events or Membership in foreign currencies. This information is believed to be accurate, but we do not warrant or guarantee such accuracy. You hereby agree and acknowledge that these views of costs are for your convenience and informational purposes only. You acknowledge that the applicable exchange rate used for currency conversion processing may not be identical to the applicable market rate in effect at the specific time such processing occurs.

In order to establish a booking pending the applicable Host’s confirmation of your requested booking, you understand and agree that Cookapp, on behalf of the Host, reserves the right, in its sole discretion, to (i) obtain a pre-authorization on your credit card for the total cost of the Member Sponsored Event 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 to verify your credit card. Once Cookapp receives confirmation of your booking from the applicable Host, Cookapp will collect the total cost of the Member Sponsored Event in accordance with the terms and conditions of these Terms and the pricing terms set forth in the applicable Listing. Please note that Cookapp cannot control any fees that may be charged to a Client by his or her bank related to Cookapp’s collection of the costs of the Member Sponsored Event, and Cookapp disclaims all liability in this regard.
You agree to pay Cookapp for any confirmed bookings made in connection with your Cookapp Member Account in accordance with these Terms by one of the methods described on the website or application. You hereby authorize the collection of such amounts by charging the credit card provided as part of requesting the booking, either directly by Cookapp or indirectly, via a third party online payment processor or by one of the payment methods described on the website or Application. 
If you are directed to Cookapp’s third party payment processor, you may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices. Please review such terms and conditions and privacy policy before using the services.
For Hosts, IRS regulation, regarding federal tax reporting requirements, stipulates that Cookapp must collect IRS Form W-9 from all property owners in the United States. You understand and agree that you are solely responsible for determining your applicable tax reporting requirements in consultation with your tax advisors. Cookapp cannot and does not offer tax-related advice to any Members of the Cookapp. Additionally, please note that each Host is responsible for determining local indirect taxes and for including any applicable taxes to be collected or obligations relating to applicable taxes in Listings. Where applicable, or based upon request from a Host, Cookapp may issue a valid VAT invoice to such Host.
If you are in a situation where you should be receiving a 1099-K form, you may receive a notification email from us or your payment processor when your form is available to during the tax season, which is typically January of each year. If you did not receive a 1099-K form to assist you with your US Income Tax Return and were expecting one during the current US tax season, please see the IRS website http://www.irs.gov/uac/Form-1099-K,-Merchant-Card-and-Third-Party-Network-Payments for further information. There are situations where hosts will not be receiving a form, depending on amount earned, payout methods used, and the tax information submitted. 


Cancellation of Reservation 

All Bookings are subject to Cookapp's cancellation policy, as stated below:
The Booking Amount will be paid at the moment the Guest books the Member Sponsored Event.
If a Booking is cancelled by a Guest at least 48 hours prior to the applicable Member Sponsored Event date, the Host shall not be paid any of the Booking Amount and the Guest shall be reimbursed the full Booking Amount.
If a Booking is cancelled by a Guest between 24 and 48 hours prior to the applicable Member Sponsored Event date, the Guest shall be charged 50% of the Booking Amount, and the 50% remainder of the Booking Amount minus the booking fees charged by Cookapp, set at Cookapp’s full discretion (“Booking Fees”) and transaction cost shall be paid to the Host.  In this case, the Booking Fees will be charges on the 50% Booking Amount and not on the 100% Booking Amount.
If a Booking is cancelled by a Guest less than 24 hours before the applicable Member Sponsored Event, the Guest shall not be entitled to any return, credit or reimbursement. The Host shall receive the Booking Amount minus the Booking Fees and transaction cost.
The Guest’s Booking shall be deemed canceled only upon receipt and confirmation by Cookapp. 
The Company reserves the right to cancel a Reservation at any time upon returning a full refund of Booking Amount to the Guest. 
In the case where a Host cancels Guest’s Reservation to participate in a Member Sponsored Event, Company will credit Guest with the full Booking Amount such Guest has paid to Cookapp. 
Cookapp shall not bear any liability for any cost, expense, loss or damage that you may suffer or incur as a result of Host’s or Guest’s cancellation of a Booking of Member Sponsored Event.

Additionally, Cookapp reserves the right to charge back from Hosts the Booking Amount they received for organizing certain Member Sponsored Event if upon the receipt of a complaint by a Guest with respect to such Member Sponsored Event, it believes, at its sole discretion, that such Member Sponsored Event was not compatible with Cookapp standards of service or in case of any misconduct of the Host.


Links to Other Websites
The website may contain links to third party websites, resources or data, and other Members of the Service may post links to third party websites, resources or data. You acknowledge and agree that Cookapp is not responsible or liable for the availability of these websites or resources, or for any content, advertising, products, services or other materials on or available through these websites or resources, including payment or delivery of such goods or services from these websites. You also acknowledge that you are solely responsible for and assume all risk arising from the use of any of these websites, resources or data. Links to third party websites on the Service are not intended as endorsements or referrals by Cookapp of any products, services or information contained on the applicable websites.  These Terms do not apply to third party websites, including the content of and your activity on those websites.  You should review all applicable third-party websites’ terms of service, privacy policies and all other website documents, and inform yourself of the regulations, policies and practices of all applicable third-party websites.

Sharing through Third Party Services
The Service may include functionality that allows you to access and post content to third party services regarding your activities on the Service. If you choose to use this functionality, Cookapp may: (i) have access to certain information that you make available through the applicable third party service and that the applicable third party service has made available to Cookapp; or (ii) post status messages, notes, photos, videos and other materials to the applicable third party service on your behalf. By connecting your Cookapp Account with your account on a third party service, you grant us permission to access and use the information that you make available through the applicable third party service and that the applicable third party service has made available to Cookapp, in accordance with the privacy or other settings that are applicable to your third party account.  For more information on how you can manage the information provided to Cookapp by the applicable third party service, please review the privacy settings applicable to your third party account. Third party services are not partners or representatives of Cookapp and Cookapp is not responsible for the acts or omissions of any third party service in connection with your account with the applicable third party service.

Compliance with Third Party Service Policies
In the event that you share or post content to a third party service through the Service, you agree to comply with all terms of use, policies and guidelines established by the applicable third party service with regard to the content you post. You also agree to be solely responsible and liable for any claims arising as a result of sharing or posting any content to any third party service.

Intellectual Property
The intellectual property rights, including but not limited to patent, copyright, trademark, service mark, trade name, trade dress, derivative works, moral rights, trade secrets, and proprietary information and technology, associated with the content and/or the website itself are owned or licensed by Cookapp. Except as expressly provided herein, neither the Service of Cookapp nor its licensors confers upon you by implication, estoppel, or otherwise, any license or right under any such intellectual property. No intellectual property ownership rights are or will be assigned to you. You agree not to infringe or challenge any of the intellectual property rights associated with the content and/or the website.
Cookapp reserves the right to block, disable, or otherwise remove any materials from the website as well as terminate access to the website if you engage in copyright or other intellectual property infringement or for any other reason.
If you believe that any content or materials on the website infringe your copyrights, contact Cookapp's copyright agent, who can be reached by mail at: Cookapp 175 Varick St 4th Floor, New York, NY 10014 United States or at hi@Cookapp.com.
To meet the notice requirements under the Digital Millennium Copyright Act, the notification must be a written communication that includes the following:

1.     A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2.     Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at the Website are covered by a single notification, a representative list of such works;
3.     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, and information reasonably sufficient to permit us to locate the material;
4.     Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
5.     A statement that the signing have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
6.     A statement that the information in the notification is accurate, and under penalty of perjury, that the signing party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringe

Member Feedback 
Cookapp welcomes and encourages Member feedback, but please do not submit any proprietary or confidential information, suggestions or materials via email, the Service or any other method.  By submitting opinions, suggestions, feedback, reviews, and/or proposals through the Service, or through any other communication with Cookapp, you acknowledge and agree that: (i) the suggestions or feedback you provide will not contain confidential or proprietary information; (ii) Cookapp is not under any obligation of confidentiality, express or implied, with respect to the suggestions and feedback you provide; (iii) Cookapp shall be entitled to use or disclose (or choose not to use or disclose) the suggestions and feedback you provide for any purpose, in any way, in any media worldwide; (iv) Cookapp may have similar ideas to the suggestions and feedback you provide already under consideration or in development; (v) the suggestions and feedback you provide will automatically become the property of Cookapp without any obligation of Cookapp to you and you hereby assign all of your rights in the suggestions and feedback to Cookapp; (vi) you are not entitled to any compensation or reimbursement of any kind from Cookapp under any circumstances, and (vii) you will not submit any materials that you do not have the right to make available under any law or contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements). You expressly agree that you will solely bear any liability related to your submission of these materials through the Service or to Cookapp.

No Representations, Warranties, or Endorsements
The content and materials provided on the website or in email messages are gathered from a variety of sources and are intended solely as general information. Inclusion of any content or materials on the website does not constitute or indicate Cookapp's endorsement, representation or warranty of such information (which may include descriptions about Event spaces, past Events, or Event reviews) or its accuracy, completeness, or timeliness. Through the website (including materials, content, and emails), you may receive access to individuals or entities; however, your choice to contact or deal with any of these individuals or entities is your sole responsibility and Cookapp is not involved in any transactions or dealings you have with any third parties.

Indemnity
You agree to indemnify, defend, and hold Cookapp and its respective officers, directors, employees, agents, representatives, and affiliates and (collectively, "Affiliates") harmless from any claim, action, or demand, and associated costs and expenses (including reasonable attorney’s fees) arising out of your (or anyone using your account) materials; use of the website; interaction with any other Member on the website; violation of these Terms; or violation of any third party's intellectual property, privacy or other rights, or violation of applicable local, state, and federal laws as they relate to Member Sponsored Events.

Disclaimer of Warranties
Except if expressly provided otherwise in the Terms, the website (including without limitation, all content, materials (and material linked thereto), advertisements, links, and emails) is provided to you "as is" and "as available" without warranty of any kind. Cookapp does not guarantee or warranty the accuracy, legality, appropriateness, truthfulness, or other qualities of any materials or the related products, equipment, or services. Cookapp hereby disclaims to the maximum extent permitted by law: all warranties either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and noninfringement; and other warranties including but not limited to: uninterrupted use; availability of the website; lack of viruses, worms, trojan horses, or code that manifests contaminating or destructive properties; accuracy, completeness, reliability, timeliness, currency, or usefulness of any information provided on or through the website; and any duties of reasonable care, workmanlike effort or lack of negligence in connection with the website. Cookapp is not engaged in the provision of legal, tax, or other professional advice or services and you agree that the website does not contain any legal, tax, or other professional advice. If you are in need of such services, you should contact the appropriate licensed and qualified professional.

Assumption of Risks
We, at Cookapp, take great measures to provide you with the best experience you can have while a Member of Cookapp; however, Cookapp has no control over the conduct of any Hosts, Guests or any other user of the website and disclaims all liability in this regard. Hosts and Guests are recommended to carefully and thoroughly examine and check with their respective Guests and Hosts all necessary details related to their Member Sponsored Event and Booking prior to any engagement being made.

Your interactions with Members or other third parties are solely between you and such individuals or entities. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Cookapp shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

Participating in Member Sponsored Events or other Member's activities as a result, directly or indirectly, from using Cookapp, is entirely at your own risk. Cookapp is not a party to any agreement entered into between Hosts and Guests in any circumstances nor does it operate as a place of business for vending food of any sort. Member has the sole and ultimate responsibility regarding compliance with all laws, regulations or any other duty relating to the Member Sponsored Event. We do not accept any liability for any loss, damage, cost or expense that you may suffer or incur as a result of or in connection with your participation in any Member Sponsored Event conducted by a Member or a third party. Certain Member Sponsored Events may be subject to separate terms and conditions incurred by their respective Hosts, organizers etc. and we recommend that you review such terms and conditions, as they may be applicable.
You agree to cooperate with and assist Cookapp in good faith, and to provide Cookapp with such information and take such actions as may be reasonably requested by Cookapp, in connection with any complaints or claims made by a Host, another Guest, or a third party relating to your reservation or attendance at an Event or with respect to any investigation undertaken by Cookapp or a representative of Cookapp regarding use or abuse of the Service. Upon Cookapp’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 such Host, such Guest, or such third party.

Liability Limitation
To the maximum extent allowed by law, you agree that neither Cookapp, nor any of its Affiliates will be liable to you and/or any third party for any direct, indirect, consequential, exemplary, special, punitive, or incidental damages (including but not limited to lost profits, loss of privacy, loss of data, deletion or failure to store email messages, damage to Member computer systems) whatsoever that arise out of or are related to: the website (and your use of, or inability to use, the website); the modification, alteration, or termination of the website or your access to it; your Membership with Cookapp; or any breach of these Terms, even if Cookapp has been advised of the possibility of such damages and even in the event of fault, tort, or strict or product liability. Any claims arising from the website must be brought within one year of the date on which liability arose. Neither Cookapp nor its Affiliates are responsible for any violation of the privacy or other rights of any third party due to posting of information, which is the sole responsibility of the Member posting such information.

International Use
This website is controlled and operated from within the United States. Cookapp makes no representation that the website is appropriate or available in locations outside the United States. Those who choose to access the website from other locations do so at their own risk and are responsible for compliance with applicable laws.

Entire Agreements
The Terms, as amended from time to time, constitute the entire agreement between you and Cookapp. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. We reserve the right, at our discretion, to modify these Terms at any time. Changes to these Terms will be posted on the website or sent to you via e-mail. All changes are effective upon posting to the website. Your continued use of the website following a posting of changes is your agreement to the changes and you are bound by the then-current version of these Terms. If any changes to these Terms are unacceptable to you, you must discontinue use of the website. Cookapp reserves the right to suspend or deny, in its sole discretion, your access to all or any portion of the website, including for any violation of any provision of these Terms. Cookapp also reserves the right to change the website without notice to you, at any time.

General
If you are registering on the website as a business entity, you represent that you have the authority to bind the entity to this Agreement. These Terms shall be governed by the laws of the State of New York without regard to its conflict of law provisions. Any disputes arising under or related in any way to these Terms or the Service shall be litigated or otherwise heard in the appropriate court located in Kings County, Brooklyn, New York or a United States District Court, Eastern District of New York, as set forth in the “Dispute Resolution Procedures” below.
Cookapp may assign any of its rights or obligations under the Terms to another party without notice or consent for any reason. You and Cookapp are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.
Dispute Resolution Procedures

A. Arbitration.  The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration. All claims arising out of or relating to these Terms (including its formation, performance and breach) and your use of the Service shall be finally settled by binding arbitration administered by the Mediation Arbitration Professional Systems (“MAPS”) in accordance with the provisions of its Arbitration Rules and the supplementary procedures for consumer related disputes of the MAPS, excluding any rules or procedures governing or permitting class actions.  The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity.  The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, we will pay the additional cost.

The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial.  They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

B. Class Action Waiver.  The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis.  If any court or arbitrator determines that the class action waiver set forth in this section is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

C. Thirty Day Right to Opt Out.  You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth this section by sending written notice of your decision to opt-out to the following address: Cookapp, Inc., 175 Varick St 4th Floor, New York, NY 10014 United States. The notice must be sent within thirty (30) days of registering to use the Service, otherwise you shall be bound to arbitrate disputes in accordance with the terms set forth above.  If you opt-out of these arbitration provisions, we also will not be bound by them. In addition, if you elect to opt-out of these arbitration provisions, we may terminate your use of the Service.

Termination
Cookapp reserves the right, at its sole discretion, to immediately, with or without notice, suspend or terminate your registration, the Terms, and/or your access to all or a portion of the website and/or remove any registration information or materials from the website, for any reason (including if you breach of any of the provisions of the Terms). Upon termination or expiration of the Terms, your obligations and Cookapp's rights and disclaimers survive, but your right to use the website immediately ceases. Cookapp's failure to act with respect to a breach by you or others does not waive Cookapp's right to act with respect to subsequent or similar breaches.

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