Agreement Between Registered and Non-Registered Public Users and MyChefs.com, L.L.C

Parties To The Agreement
This Agreement constitutes the entire agreement between you (hereinafter "you" or "User") and MyChefs.com, L.L.C, the online service provider (hereinafter "MyChefs.com").

Duration Of The Agreement
This Agreement takes effect on the date on which you first visit the Home Page of this site. It ends nine years after your last visit to this site or at any time that MyChefs.com terminates it. Such termination may be done by MyChefs.com without notice.

Acceptance Of Terms Of Use
By using this site, you signify your agreement to all terms, conditions, and notices (for example, our Privacy Policy) contained or referenced herein (the "Terms of Use"). If you do not agree to any of these Terms of Use please do not visit or use this site.

Revision To Terms Of Use
MyChefs.com reserves the right, at its discretion, to update or revise these Terms of Use at any time, without notice. You are responsible for regularly reviewing the Terms of Use for changes. Your continued use of this site following the posting of any changes to the Terms of Use constitutes acceptance of those changes and this agreement in full.

Age Of User
This service is intended for use by adults 18 years or older. If you are a minor (less than 18 years of age), you must have parental permission to utilize this service. Notwithstanding your age, all users are required to comply with this Terms of Use. The parent giving such permission is also individually and jointly responsible for all actions of such a minor.

Registration Information Of User
When you become a Registered User, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You then will choose a password and a user name, which may be your email address. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify MyChefs.com immediately of any unauthorized use of your account or any other breach of security. MyChefs.com will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by MyChefs.com or another party due to someone else using your account or password.

Privacy Of User
See our Privacy policy for disclosures relating to the collection and use of your information.

Purpose Of Use
You agree that you will use this site only to search and find merchants, browse menus and catalogs of merchants and to place orders with relevant requests to merchants for personal use or on behalf of a company that you work in. In case you are a Registered User, in addition to the above, you can apply online for a Purchase Order account set up with a merchant, use Purchase Orders as method of payment, view order status and recall last three orders placed during the last 60 days

Unlawful Acts During Use
Following are considered to be unlawful uses of this site. As such, they are prohibited at all times. In addition to these, all other acts deemed unlawful by a court of law or other jurisdictions are also prohibited.

(1) Infringe on any copyright, trademark, patent, trade secret, or other proprietary right of MyChefs.com or that of another party. You may not modify, copy, distribute, transmit, publicly display, publicly perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, images, designs, software or services obtained from or through MyChefs.com. Transmit or upload any material that contains any material protected by intellectual property laws, rights of privacy or publicity or any other applicable law unless you own or control the rights thereto and have the legal right to do so or have received all necessary consents. Download any file posted by another user or merchant member that you know, or reasonably should know, cannot be legally distributed in such manner. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of any material contained in a file that is uploaded or downloaded.

(2) Publish, post, upload, distribute or disseminate in any form or manner, any threatening, abusive, harassing, libelous, deceptive, fraudulent, invasive of another's privacy, inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful text, image, sound, or other information in any page of the site whether or not on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability.

(3) Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer, network, telecommunications equipment, or obtain unauthorized access to any data or other information of any third party or in any way violate the regulations, policies or procedures. View, intercept, or attempt to intercept email or other communications not intended for you.

(4) Harvest or otherwise collect information about users and merchant members such as name, address, telephone number, fax number, e-mail address and or any other profile information, without the consent of MyChefs.com for any purpose including but not limited to research, transmission of or facilitating transmission of unsolicited bulk email, fax communication, telemarketing or direct mail campaigns. Use your e-mail accounts in the text of unsolicited e-mail messages or Web sites as an address to which users or merchant members can respond.

(5) Engage in unauthorized or unsolicited advertising, junk or bulk email (spamming), chain letters, surveys, contests, pyramid schemes, any other form of unauthorized solicitation of users and merchant members or any form of lottery or gambling. Send unsolicited e-mail or instant messages through third-party mail servers to relay your message or hide the origination of your message or any other message to others.

(6) Impersonate or create a false identity to present as any other person or entity, including any employee or representative of MyChefs.com, its members or users in any communication with another person for any purpose.

(7) Advertise or offer to sell or buy any goods or services for any purpose unless authorized by MyChefs.com in writing.

(8) Use this site in any manner in which you could damage, disable, overburden, or impair any MyChefs.com services or networks or in any manner interfere with a user's or member's use and enjoyment of MyChefs.com. Simultaneous, unattended and continuous inactive connections of unreasonable length of time are prohibited.

(9) Use anyone else's account at any time, without the permission of the account holder. Attempt to login as another Registered User or member in case you know that user's ID and password, attempt to guess another user's ID and or password whether to use the site for authorized or unlawful purposes or, attempt to gain unauthorized access to MyChefs.com's password protected pages, accounts, systems or networks by any means.

(10) Not abiding by all applicable local, state, national and international laws and regulations including, without limitation, laws regarding the transmission of technical data or software exported from the United States.

(11) Use on behalf of another person or entity that is not a MyChefs.com user or merchant member, or download, or otherwise copy, or provide (whether or not for a fee) any information or any part there for any purpose.

Use Of Links To Other Sites
(1) MyChefs.com may provide links to you as a convenience. The inclusion of such a link does not imply endorsement of the linked site by MyChefs.com or imply any association with its operators.

(2) Linked sites may, directly or indirectly already contain or come to contain information or material that some people may find inappropriate or offensive. If you have permitted a minor to use this service, you agree to supervise such minors. These other sites are not under the control of MyChefs.com. You acknowledge that MyChefs.com is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites.

(3) MyChefs.com is not responsible for webcasting, placement of cookies in your hard-drive, monitoring, or any other form of transmission received from any linked site.

(4) You are responsible for viewing and abiding by the privacy statements and terms of use posted at the linked sites.

(5) Any of your dealings with third parties (including advertisers on MyChefs.com), or your participation in any promotions, including the purchase of, delivery of, and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings or promotions, are solely between you and the advertiser or such other third party. MyChefs.com is not responsible or liable to any extent and is not a party to any such dealings or promotions.

Proprietary Rights
(1) You may not reproduce, copy, or redistribute the design or layout of this website, individual elements of the website design, forms and pages, or our logos without express written permission from MyChefs.com. To request such permission please send an email to our Customer Service department. Full and verifiable disclosure, including review of material developed is required prior to permission being granted. MyChefs.com reserves the right to decide on granting such permission and is not obligated to disclose the reason for denial of permission.

(2) You acknowledge and agree that all content and materials available on this site are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as expressly authorized by MyChefs.com, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or content. Notwithstanding the above, you may print or download one copy of the materials or content on this site on any single computer for your personal, non-commercial use, provided you keep intact all copyright and other proprietary notices. Systematic retrieval of data or other content from this site to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from MyChefs.com is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in these Terms of Use is prohibited.

(3) This website contains documents (including product information, help files, articles, etc.), photos, icons, and other copyrighted materials owned by MyChefs.com, merchant members, affiliates, or our content providers. The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

The above information applies only to materials we own. You must contact the copyright owner for permission to use third party materials.

Grant Of License To MyChefs.com
By posting or submitting content to this site, you grant MyChefs.com and its affiliates and licensees the right to use, reproduce, publicly display, publicly perform, adapt, modify, distribute, distribute, transmit, edit, translate, reformat and promote the content in any form, anywhere and for any purpose; and warrant and represent that you own or otherwise control all of the rights to the content and that public posting and use of your content by MyChefs.com will not infringe or violate the rights of any third party. No compensation will be paid with respect to the use of your content, as provided herein.

Whereas MyChefs.com has no obligation to monitor communication or content and is under no obligation to use any content you or anyone else may provide, it reserves the right to review materials posted to the site, decide on whether it should continue to be posted and remove any material at its sole discretion. MyChefs.com reserves the right to terminate your access to any or all of the content at any time, without notice, for any reason whatsoever.

Whereas MyChefs.com has no obligation to monitor anyone's use of the site or retain the content of any user session, it reserves the right at all times and without notice to monitor, review, retain and/or disclose any content or other information in its possession, however obtained, about or related to you, your use of this site or otherwise as it deems necessary or useful to satisfy any applicable law, regulation, legal process, governmental request, or when it believes that there is a physical risk or risk of safety to its assets, associates or related parties.

MyChefs.com reserves complete and sole discretion with respect to the operation of the site. MyChefs.com may, among other things, without any notice: (a) take any action (legal and/or technical) that it deems appropriate to prevent bulk e-mail from entering or leaving any account; (b) delete e-mail or any other information if it has not been accessed by you within a time established by it from time to time, in its sole discretion; (c) not process e-mail or orders due to space limitations; (d) subject to the Privacy policy, make available to third parties information relating to MyChefs.com and its users and members; (e) automatically log off any accounts that are inactive for an extended period of time, as determined by it and, (f) withdraw, suspend, change, or discontinue any functionality or feature of the site.

You acknowledge and agree that MyChefs.com may automatically check the version of browser software and components you are utilizing and may provide upgrades to such software that will be automatically downloaded to your computer. You agree that MyChefs.com is not responsible or liable for the loss, deletion or failure to store or accept messages or other information. The use of any software that would prohibit MyChefs.com's automatic log off system or part thereof from performing as intended is prohibited.

You acknowledge that no joint venture, partnership, employment, or agency relationship exists between you and MyChefs.com as a result of your use of this site. You agree not to represent yourself to be a representative, agent, or employee of MyChefs.com, and that it will not be liable by reason of any representation, act or omission to act by you.

MyChefs.com may immediately terminate any account that it determines, in its sole discretion, is transmitting or is otherwise connected with any 'spam' or other unsolicited bulk e-mail. In addition, because damages are often difficult to quantify, if actual damages cannot be reasonably calculated, you agree to pay MyChefs.com liquidated damages of ten dollars (U.S. $10.00) for each piece of 'spam' or unsolicited bulk e-mail transmitted from or otherwise connected with your account. Otherwise you agree to pay MyChefs.com's actual damages, to the extent such actual damages can be reasonably calculated. You agree that MyChefs.com may charge such damages to your account as specified by you for payment of charges for orders placed, if any.

Disclaimer Of Warranties
All materials, information, software, products, and services included in or available through this site (the "content") are provided "as is" and "as available" for your use. MyChefs.com, its subsidiaries, and its licensees provide this content without warranties of any kind, either express or implied, including but not limited to, implied warranties of merchantability, suitability, reliability, usability, availability (time and location), timeliness, accuracy, completeness of response, workmanlike effort, of lack of negligence, the provision of or failure to provide support services, title and non-infringement; that any defects or errors will be corrected, or that the content is free of viruses or other harmful components. Offers made by MyChefs.com or any other party through this site may be withdrawn at any time and for any reason without notice to you. MyChefs.com does not warrant that such offers will be of any benefit to you. Your use of this site is solely at your risk. Some jurisdictions do not permit the exclusion of certain warranties. So, these exclusions may not apply to you.

Limitation Of Liability
In no event shall MyChefs.com, its affiliates, subsidiaries, licensees, and or merchant members, employees, contractors, officers, and directors

(1) be liable for any direct, indirect, punitive, incidental, special or consequential damages, or any damages whatsoever, including, without limitation, damages for loss of use, enjoyment, data, or profits, arising out of or in any way connected with the use or performance of the site and related services. You specifically agree that your sole and exclusive remedy in all situations is to discontinue using this site and that you release all related parties from all obligations.

(2) be liable for any lost, damaged or destroyed email or the failure to deliver any mail irrespective of alleged value, loss of value or purported damaging effect suffered. You agree that MyChefs.com will not be held liable for any personal, business and or financial information of anyone including your own that may be lost, stolen, misused, abused, destroyed or damaged.

(3) be liable for unauthorized access to your personal information stored in our web server or when transmitted by any means, or unauthorized alteration of your transmissions or data, any material or data sent or received or not sent or received, or any transactions entered into through or using this site or that of other service providers that this site uses.

(4) be liable for any act or omission of any third party including but not limited to any threatening, defamatory, obscene, offensive, or illegal content or conduct of any other party or any infringement of another's rights, including intellectual property rights.

(5) be liable for any content sent using and/or included in the site by you or any third party.

(6) be liable if your computer or network is hacked into during the use of the site.

(7) be liable for any issues whatsoever arising from products and services that you purchase or obtain for free from anyone through this site.

This limitation applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if MyChefs.com has been advised of the possibility of such damage. Since some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, MyChefs.com's liability in such jurisdictions shall be limited to the extent permitted by law.

Indemnification
Upon a request by MyChefs.com, you agree to defend, indemnify, and hold harmless MyChefs.com, its subsidiaries, affiliates, licensees, merchant members, employees, contractors, officers, and directors from all liabilities, claims, and expenses, including attorney's fees, that arise from your use or misuse of this site. MyChefs.com reserves the right, at it own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with MyChefs.com in asserting any available defenses.

International Use
MyChefs.com makes no representation that materials on this site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws.

Choice Of Law
These Terms of Use shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding its conflicts of law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms of Use or your use of this site shall be filed only in the state or federal courts located in the Commonwealth of Massachusetts, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. You and MyChefs.com agree that any cause of action arising out of or related to this site must commence within one (1) year after the cause of action arises; otherwise, such cause of action is permanently barred.

Severability And Integration
Unless otherwise specified herein, this agreement constitutes the entire agreement between you and MyChefs.com with respect to this site and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and MyChefs.com with respect to this site. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Assignment
MyChefs.com may assign this agreement, in whole or in part, at any time with or without notice to you. You may not assign this agreement.

Notices
Notices given by MyChefs.com to you may be given by e-mail, by a general posting on the site, or by postal mail. Notices given by you to MyChefs.com must be given by e-mail to the Customer Service department.

If you have any questions with regard to these Terms of Use, please contact the Customer Service department.