Terms of Service

 

Last updated: December 21, 2020

Thank you for using Chef Market! These Terms of Service (“Terms”) govern your use of the Chef Market services, including Chef Market’s website, Chef Market’s mobile applications, and any websites (or portions thereof) or mobile applications that are operated by Chef Market (collectively, the “Services”), and are entered into by you and Dinexpert Inc. (d/b/a Chef Market), a Delaware corporation (“Chef Market”).

 

By using the Services, you agree to be bound by these Terms and acknowledge and agree to the collection, use and disclosure of your personal and/or business information in accordance with Chef Market’s Privacy Policy.

 

SECTION 7 (“DISPUTES & ARBITRATION”) OF THESE TERMS PROVIDE THAT ANY CLAIMS THAT YOU AND CHEF MARKET HAVE AGAINST EACH OTHER, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THESE TERMS, WILL, WITH LIMITED EXCEPTIONS, BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST CHEF MARKET ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. YOU ALSO WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. PLEASE SEE SECTION 7 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.

 

The Services comprise a platform that presents you with a product options online from a set of one or more suppliers or retail stores from which you can select products for picking and delivery by personal shoppers (“Personal Shoppers”) to your location or, if available, for you to pick up in-store. Picking, packing, or delivery services may be performed by third parties including a retailer or third-party logistics provider (collectively, “Third Party Providers”).

 

Delivery may be conducted by each individual Personal Shopper’s select method of transportation. You acknowledge that some of the transportation or logistics services may be provided by third party independent contractors who are not employed by Chef Market.

 

When you use the Services to place an order for products, you authorize the purchase and delivery of those products from the suppliers or stores you select. Unless otherwise specified, you acknowledge and agree that Chef Market and the Personal Shopper are acting as your agents in the picking, packing, and/or delivery of goods purchased by you and are not the seller of the goods to you. You agree that your purchase is being made from the supplier or stores you have selected, that supplier or store is the merchant of record, and that title to any goods passes to you when they are purchased at the applicable supplier or store. You agree that Chef Market or the applicable supplier or store will obtain a credit card authorization for your credit card on file with Chef Market to cover the cost of the goods you have purchased and any separate Chef Market fees, and your card will be charged for the goods purchased by you and any applicable fees, taxes and/or tips. Your card may be temporarily authorized for an amount greater than the total amount of the purchase appearing in the original check out. This higher authorized amount will be disclosed during the purchase process and is a temporary authorization charge on your order, to deal with situations where your total purchase amount turns out to be higher than the original amount due to special requests, added items, replacement items or weight adjustments.

 

You also acknowledge and agree that, except as expressly provided for otherwise in these Terms or a separate agreement between you and Chef Market, Chef Market does not form any employment or agency relationship with you and does not hold title to any goods that you order through the Services.

 

Unless otherwise indicated, all prices and other amounts are in the currency of the jurisdiction where the delivery takes place.

 

Occasionally there may be information on the Services that contains typographical errors, inaccuracies, or omissions that may relate to pricing, product descriptions, promotions offers, and availability. Chef Market reserves the right to correct any errors, inaccuracies or omissions and to change or update information or refuse or cancel orders if any information on the Services is inaccurate at any time without prior notice (including after you have submitted your order and/or your credit card has been charged). Please note that prices of products on the Services may be different than prices offered for the same products directly by the same supplier or store.

 

  1. Your Use of the Services

Chef Market grants you a limited, non-exclusive, non-transferable, and revocable license to use the Services for their intended purposes subject to your compliance with these Terms and Chef Market’s policies. You may not copy, modify, distribute, sell, resell or lease any part of the Services. Unless such restriction is prohibited by law or you have Chef Market’s written permission, you may not reverse engineer or attempt to extract the source code of the Services. You may only access the Services through the interfaces that Chef Market provides for that purpose (for example, you may not “scrape” the Services through automated means or “frame” any part of the Services), and you may not interfere or attempt to disrupt the Services.

 

Some parts of the Services may allow you to upload or submit content (such as text, images, video, lists, links, and other materials). You retain all rights in any content that you upload or submit and are solely responsible for that content. You grant Chef Market a non-exclusive, royalty-free, worldwide, transferable, sub-licensable license to use, store, publicly display, publicly perform, reproduce, modify, create derivative works from, and distribute any such content for the purposes of operating, providing, and improving the Services. Chef Market may, in its sole discretion, remove or take down any content that you upload or submit to the Services for any reason, including violation of these Terms or any other policies.

 

You may have the option of accessing the Services through downloadable software and this software may update itself automatically on your device. Some software, or portions of software, in the Services may be governed by opensource licenses. In that case, Chef Market will make such licenses available to you and, in the case of conflict between such a license and these Terms, the opensource license will control but only with respect to the software, or portion of the software, to which it applies.

 

If you are using Chef Market on behalf of a business or other entity, you represent and warrant that you have the necessary authority to bind that business or entity to these Terms and that you are agreeing to these Terms on behalf of that business or entity.

 

In order to use the Services, you may need to create a user account. You agree that you are responsible for all conduct and transactions that take place on or using your account and that you will take precautions to keep your password and other account information secure. You also agree that you will comply with all applicable laws when accessing or using the Services and you will respect those who you encounter in your use of the Services, including Personal Shoppers and Chef Market employees or contractors. Chef Market reserves the right to decline orders, refuse partial or full delivery, terminate accounts, and/or cancel orders at any time in its sole discretion.

 

We’re constantly modifying and improving the Services. Chef Market may introduce new features, change existing features, or remove features from the Services at any time and without notice. If you provide Chef Market with any feedback on or comments regarding the Services, you grant Chef Market the right to use such feedback or comments for any purpose without restriction or payment to you.

 

If you have any requests for order cancellations, refunds, or returns, please visit our FAQs or contact us at support@thechefmarket.com. 

 

  1. Chef Market Communications

By creating a Chef Market user account, you agree to accept and receive communications from Chef Market or Personal Shoppers, including via email, text message, calls, and/or push notifications to the cellular telephone number provided to Chef Market. You understand and agree that you may receive communications concerning orders placed through your account on the Services. Message and data rates may apply. If you do not wish to receive promotional emails, text messages, or other communications, you may opt out of such communications by opting out through the email link or contacting us directly.  

 

  1. Third-party Products and Content

You agree that Chef Market does not assume responsibility for any products, content, services, websites, advertisements, offers, or information that is provided by third parties and made available through the Services. If you purchase, use, or access any such products, content, services, advertisements, offers, or information through the Services, you agree that you do so at your own risk and that Chef Market will have no liability based on such purchase, use, or access.

 

  1. SERVICE PROVIDED AS-IS AND RELEASE OF CLAIMS

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHEF MARKET DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, EXPRESS, LEGAL, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHEF MARKET MAKES NO REPRESENTATION, WARRANTY, CONDITIONS, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES, ANY SERVICES PROVIDED BY PERSONAL SHOPPERS OR THIRD-PARTY PROVIDERS, OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES FROM RETAILERS, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. CHEF MARKET DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF PERSONAL SHOPPERS, THIRD PARTY PROVIDERS, OR RETAILERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, ANY SERVICES PROVIDED BY PERSONAL SHOPPERS OR THIRD-PARTY PROVIDERS, OR ANY PRODUCTS REQUESTED BY YOU OR DELIVERED TO YOU, REMAINS SOLELY WITH YOU.

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT NEITHER CHEF MARKET NOR ITS AFFILIATES, RETAIL PARTNERS, LICENSORS, OR SUPPLIERS IS RESPONSIBLE FOR THE FITNESS OR CONDUCT OF ANY PERSONAL SHOPPER OR THIRD-PARTY PROVIDER OR FOR ANY SERVICES PROVIDED BY ANY PERSONAL SHOPPER OR THIRD-PARTY PROVIDER. NEITHER CHEF MARKET NOR ITS AFFILIATES, RETAIL PARTNERS, LICENSORS, OR SUPPLIERS WILL BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH THE ACTS OR OMISSIONS OF ANY PERSONAL SHOPPER OR THIRD-PARTY PROVIDER.

 

If you have a dispute with one or more Personal Shoppers or Third-Party Providers, you agree to release Chef Market (including Chef Market’s affiliates, and each of their respective officers, directors, employees, agents, shareholders, retail partners, licensors, and suppliers) from any claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes.



  1. LIMITATION OF LIABILITY

THIS PROVISION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

 

IN NO EVENT SHALL CHEF MARKET (INCLUDING ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, RETAIL PARTNERS, LICENSORS, AND SUPPLIERS) BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE SERVICES, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, OR THESE TERMS, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF CHEF MARKET OR CHEF MARKET’S AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

IN NO EVENT SHALL CHEF MARKET (INCLUDING ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, RETAIL PARTNERS, LICENSORS, AND SUPPLIERS) BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY AND/OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO PHYSICAL DAMAGES, BODILY INJURY, DEATH AND/OR EMOTIONAL DISTRESS AND DISCOMFORT) ARISING OUT OF YOUR USE OF THE SERVICES, ANY SERVICES PROVIDED BY PERSONAL SHOPPERS OR THIRD PARTY PROVIDERS, OR ANY PRODUCTS REQUESTED BY YOU OR DELIVERED TO YOU, EVEN IF CHEF MARKET OR CHEF MARKET’S AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

CHEF MARKET, ITS AFFILIATES, RETAIL PARTNERS, LICENSORS, SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE FOR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES, ANY SERVICES PROVIDED BY PERSONAL SHOPPERS OR THIRD-PARTY PROVIDERS, OR ANY PRODUCTS REQUESTED BY YOU OR DELIVERED TO YOU FOR MORE THAN THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO CHEF MARKET FOR THE PAST 12 MONTHS OF THE SERVICES.

 

  1. Indemnification

You agree to defend, indemnify and hold harmless Chef Market and its officers, directors, employees, agents, shareholders, affiliates, and retail partners (each, an “Indemnified Party”) from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys’ and experts’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from your unauthorized use of the Services or from any breach by you of these Terms, including without limitation any actual or alleged violation of any law, rule or regulation.

 

  1. Disputes & Arbitration

If you have a dispute with Chef Market arising out of your use of the Services, this Section 7 applies. You agree to contact Chef Market first and attempt to work out any such dispute amicably.

 

For residents of the United States, you agree to the following mandatory arbitration provisions:

 

Mandatory Arbitration: If we’re unable to work out a solution amicably, both you and Chef Market agree to resolve any disputes arising out of your use of the Services or these Terms through binding arbitration or small claims court.

 

CLASS ACTION WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE ACTION, OR NON-PAGA REPRESENTATIVE PROCEEDING (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CHEF MARKET ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

 

In any lawsuit in which (1) the complaint is filed as a class action, collective action or non-PAGA representative action; and (2) the civil court of competent jurisdiction in which the complaint was filed finds the Class Action Waiver is unenforceable (and such finding is confirmed by appellate review if review is sought), the Class Action Waiver shall be severable from this Agreement and in such instances, the class action, collective action and/or non-PAGA representative action must be litigated in a civil court of competent jurisdiction and not as a class, collective or non-PAGA representative arbitration.

 

PAGA WAIVER: TO THE EXTENT PERMISSIBLE BY LAW, THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT, HEARD, OR ARBITRATED ON A GROUP BASIS OR IN ANY ACTION IN WHICH A PARTY SEEKS TO REPRESENT OTHER INDIVIDUAL(S) IN A PRIVATE ATTORNEY GENERAL ACTION (“PAGA WAIVER”). PAGA CLAIMS MAY ONLY BE ARBITRATED ON AN INDIVIDUAL BASIS.

 

In any lawsuit in which (1) the complaint is filed as a private attorney general action seeking to represent any individual(s) other than the named plaintiff; and (2) the civil court of competent jurisdiction in which the complaint was filed finds the PAGA Waiver is unenforceable (and such finding is confirmed by appellate review if review is sought), the PAGA Waiver shall be severable from this Agreement and in such instances, the private attorney general action must be litigated in a civil court of competent jurisdiction and not as a private attorney general arbitration.

 

Notwithstanding any other clause contained in this Agreement, any claim that all or part of the Class Action Waiver or PAGA Waiver is invalid, unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The Class Action Waiver and PAGA Waiver shall be severable when a dispute is filed as an individual action and severance is necessary to ensure that the individual action proceeds in arbitration.

 

Opt-out of Mandatory Arbitration: You can decline this mandatory arbitration provision within 30 days of accepting these Terms by emailing Chef Market at arbitration-opt-out@theChef Market.com with your first and last name or the name of your business and stating your intent to opt-out of the arbitration provision. Note that opting out of this arbitration provision does not affect any other part of these Terms, including the provisions regarding controlling law or in which courts any disputes must be brought.

 

Arbitration Procedures and Location: The arbitration shall be administered by JAMS under its Comprehensive Rules in effect at the time the arbitration demand is made. The current rules, effective July 1, 2014, can be found here: http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS arbitration rules can be found here: http://www.jamsadr.com/rules-clauses/. In the event of any conflict between the rules and this Agreement, this Agreement shall apply. The Parties agree to submit to the jurisdiction of a single neutral arbitrator selected in accordance with the JAMS Comprehensive Rules.

 

The arbitration will be held in the United States county where you live or work, Salt Lake City, Utah, or any other location you and Chef Market mutually agree upon in writing.

 

Arbitration Fees: The JAMS rules will govern payment of all arbitration fees and each party will be responsible for their own fees under those rules. However, Chef Market will pay for your reasonable arbitration fees where: (a) the claim for damages does not exceed $75,000, and (b) the claims are not frivolous under Federal Rule of Civil Procedure 11(b). Chef Market will not seek attorneys’ fees or costs in arbitration unless the arbitrator determines the claims are frivolous under Federal Rule of Civil Procedure 11(b).

 

  1. Termination

You can stop using the Services at any time and without notice to us. Similarly, Chef Market may terminate access to the Services to you or any other users or stop offering the all or part of the Services at any time without notice. In the event of Termination, Section 1 and Sections 4-10 survive and continue to apply to you.

 

  1. Controlling Law

To the extent permitted by applicable law, these Terms will be governed by the laws of the State of Utah for residents of the United States, without respect to its conflicts of laws principles. To the extent permitted by applicable law, any claims arising out of or relating to these Terms or use of the Services that are not subject to Section 7 (Disputes & Arbitration) of these Terms shall be brought exclusively in the federal or state courts of Salt Lake City, Utah, and you and Chef Market consent to the personal jurisdiction of those courts.

 

  1. Entire Agreement & Severability

These Terms, subject to any amendments, modifications, or additional agreements you enter into with Chef Market, shall constitute the entire agreement between you and Chef Market with respect to the Services and any use of the Services. If any provision of these Terms is found to be invalid by a court competent jurisdiction, that provision only will be limited to the minimum extent necessary and the remaining provisions will remain in full force and effect.

 

  1. No Waiver

Chef Market’s failure to monitor or enforce a provision of these Terms does not constitute a waiver of its right to do so in the future with respect to that provision, any other provision, or these Terms as a whole.

 

  1. Assignment

You may not assign any of your rights, licenses, or obligations under these Terms. Any such attempt at assignment by you shall be void. Chef Market may assign its rights, licenses, and obligations under these Terms without limitation.

 

  1. Changes to the Terms

We may make changes to these Terms from time to time. When Chef Market does so, Chef Market will post the most current version of the Terms on Chef Market’s website and, if a revision to the Terms is material, Chef Market will notify you of the new Terms (for example, by email or a notification on the Services). Changes to these terms will not apply retroactively. If you do not agree to the modified terms, you should discontinue your use of the Services.