Legal Notice

TERMS OF USE

 

Please Read Carefully.

Last Updated: January 31, 2019

 

The services that Restaurant Peer LLC and its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, hereinafter “Restaurant Peer,” “we,” “our,” and “us”) provides to you are subject to the terms and conditions set forth herein (“Terms of Use”), which govern your access to and/or use of the mobile application, website and/or use of any mobile versions and/or software downloads, content, products, services and any sites Restaurant Peer may have now and/or in the future (collectively, the “Services”). If you are entering into this Terms of Use on behalf of a company, organization or other legal entity, “you” or “your” shall refer to such entity.  

 

In order to use the Services,you must accept the Terms of Use and Privacy Policy, which are presented to you when you first create an account through the Services, and may be updated from time to time thereafter by Restaurant Peer in its sole and absolute discretion as described herein.By using the Services, you signify your agreement with this Terms of Use and are entering into a legally binding agreement with Restaurant Peer. Please read this Terms of Use carefully. If you do not accept this Terms of Use, now or in the future, please stop your use of the Services immediately, in which case any continuing accessand/or use of the Services is unauthorized. This Terms of Use expressly supersedes prior agreementsand/or arrangements between you and Restaurant Peer.

 

I.           PRIVACY POLICY

You also agree to Restaurant Peer’s privacy policy, located at www.restaurantpeer.com/privacy  (“Privacy Policy”) and consent to any personal information we may obtain about you being collected, stored, and/or otherwise processed in accordance with the Privacy Policy and this Terms of Use.

 

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

 

II.          CHANGES TO TERMS

Subject to the terms and conditions set forth herein, Restaurant Peer may, at any time, for any reason, in its sole and absolute discretion make changes to the Services and/or modify this Terms of Use. If Restaurant Peer makes changes and/or modifications that affect your access to and/or use of the Services, Restaurant Peer will provide a notice of such changes only by posting the updated Terms of Use on the Services and Restaurant Peer will change the “last updated” date listed above. We may also provide you with additional forms of notice of modifications and/or updates as appropriate under the circumstances. If you do not agree with the changes and/or modifications, you shall not use the Services after the effective date of the changes. Please revisit this Terms of Use regularly to ensure that you stay informed of any changes.

 

III.         DESCRIPTION OF SERVICES

General. Restaurant Peer provides an online platform that helps connect small food business owners (“Mobile Restaurateur”) who need access to commercial kitchens and related services with those who have commercial kitchens and provide related services (“Hosts”). The Services help to facilitate this transaction by connectingMobile Restaurateurand Hosts together, provide tools for scheduling, booking, communication and/or payment processing. We further enable peers to provide reviews after services are rendered. 

 

Limitation. Please note that Restaurant Peer is not a property owner, lessor, manager, licensor or broker of any commercial kitchen space and/or real property. Restaurant Peer does not own, sell, resell, furnish, provide, rent, sublet, license, manage or control any commercial kitchen and/or Host. All leases, rentals, or arrangements are entered into solely betweenMobile Restaurateurand Hosts and Restaurant Peer shall not be liable for anything related thereto. 

 

Connecting. 

  1. The Host is solely responsible for providing accurate and up-to-date information via the Services or otherwise related to its commercial kitchen, description thereof, fees, costs and additional services. Hosts will receive a notification when a booking is requested by a Mobile Restaurateur. The Host will have the opportunity to meet or otherwise correspond with the Mobile Restaurateur to discuss the commercial kitchen space and/or additional services available. In the event the Host and Mobile Restaurateur agree to move forward, the Host and Mobile Restaurateur shall secure such arrangement via the Services.
  2. The Mobile Restaurateur shall initiate a connection with a Host of its choice, and such Host shall respond within three (3) days from receiving the initial connection request (“Initial Connection Request”).
  3. The Mobile Restaurateur and Host shall meet with each other within ten (10) days following the Initial Connection Request to review the service offerings, peer packet, and other related information. If the Mobile Restaurateur and Host agree to proceed with the connection, the Host shall then schedule the selected services through Restaurant Peer’s Services.
  4. The Mobile Restaurateur shall approve and otherwise confirm the schedule of hours and the initiation of the start of the related Host services through Restaurant Peer’s Services, and the Host shall confirm the services to be delivered, and schedule the dates of availability. The Mobile Restaurateur and Host shall complete the agreement and scheduling within fifteen (15) days following the Initial Connection Request. 
  5. In the event the Host does not approve the related listing, the Host’s listing shall remain active on the Services. In such event, the Mobile Restaurateur shall email Restaurant Peer at guarantee@restaurantpeer.com , and Restaurant Peer shall use commercially reasonable efforts to assign the Mobile Restaurateur a new Host within forty-five (45) days following the Initial connection Request.

 

IV.         SCOPE OF USE

Eligibility. To accessand/or use the Services, you must be eighteen (18) years or older and have the requisite power and authority to enter into this Terms of Useand meet any other applicable age and residency requirements. You represent that you are over the age of eighteen (18) and are the intended recipient of the Services. You may not accessand/or use the Services for any purpose if either of the representations in the preceding sentence is not true.

 

Use of Services and Availability. Restaurant Peer retains the right, in our sole and absolute discretion, to deny service and/or access to and/or use of the Services to anyone at any time and for any reason without liability. While we use reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time. You understand and agree that there may be interruptions to the Services and/or access to your account due to circumstances both within our control (e.g., routine maintenance) and outside of Restaurant Peer’s control. The Services may be modified, updated, suspendedand/or discontinued at any time without noticeand/or liability.

 

Creating an Account. You may establish an account through the Services as a Host or Restaurateur. Any visitor will be able to browse the website and features without creating an account. However, in order to gain access to information to connect with other peers providing commercial kitchen space and related services and/or to list services for Mobile Restaurateurs and/or Hosts, you will be required to create an account. Without an account, you will only be able to search Restaurant Peer’s listings and you will not be able to request to book and/or book a commercial kitchen space and/or related services and/or list a commercial kitchen space and/or related services. Your account requires you to (i) indicate agreement to this Terms of Use, our Privacy Policy, and the Code of Ethics/Conduct located at www.restaurantpeer.com/peercode , (ii) provide contact information, and (iii) submit any other form of authentication required during the enrollment process, as determined byRestaurant Peerin its sole and absolute discretion. If you establish an account withRestaurant Peer, you agree to provide true, accurate and current information in connection with your account. You are responsible for updating and correcting information you have submitted to create and/or maintain your account. You are solely responsible for maintaining the security and confidentiality of the password you use to access your account. You understand and agree thatRestaurant Peershall have no responsibility for any incident arising out of, or related to, your account settings. Restaurant Peerwill assume that anyone using the Services and/or transacting through your account is you and you are therefore responsible for all acts and/or omissions under your account. Therefore, you further agree to immediately notifyRestaurant Peerof any unauthorized use of your password and/or account and/or any other breach of security. You may only create and hold one (1) account that you are solely responsible for managing and are prohibited from using other disguised identities when using the Services. We may refuse to grant you an account with a name that impersonates someone else, if it may be illegal, vulgar, offensive, and/or if it may be protected by trademark and/or other proprietary rights, as determined byRestaurant Peerin its sole and absolute discretion. Your account is non-transferrable and may not be sold, combined and/or otherwise shared with any other person. If you violate this Terms of Use we may terminate your account immediately. Upon termination, the provisions of this Terms of Use that are by their nature intended to survive termination (including without limitation any disclaimers, limitations of liability and indemnities) shall survive such termination.

 

If we terminate your account, you may not subscribe under a new account unless we formally invite you. If you commit fraud and/or falsify information in connection with your access to and/or use of the Services, your account will be terminated immediately and we reserve the right to hold you liable for any and all damages that we suffer, and we may pursue legal action through relevant local and national law enforcement authorities and may notify your ‘Internet Service Provider’ of any fraudulent activity we associate with you and/or your access to and/or use of the Services.

 

Hosting Agreement. Restaurant Peer recommends that Hosts andMobile Restaurateursconsult with a reputable service provider to enter into any hosting and/or lease agreements for purposes of leasing kitchen space. Any host and/or lease agreements are between Hosts andMobile Restaurateur, and not the responsibility of Restaurant Peer, nor is Restaurant Peer liable for anything related thereto.

 

Communications from Restaurant Peer. By using the Services, you agree to receive certain communications in connection with the Services. When you access and/or use the Services, you are communicating with us electronically, and you consent to receive communications from us electronically including but not limited to notices related to the Services provided to you via email. You agree that all agreements, notices, disclosures and/or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting us. If you withdraw your consent to receive such records and notices electronically, we will revoke your access to the Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal.

 

Your Responsibilities. Restaurant Peer grants you the rights set forth herein, subject to the following conditions:

  1. You shall not modify, disassemble, create derivative works, publicly display, reverse engineer and/or otherwise reduce to human-perceivable form all or any part of the Services;
  2. You agree not to submit and/or transmit any emails, User Content (defined in the User Content Section below) or other materials through the Services that contain a virus, worm, Trojan horse and/or any other harmful componentdesigned to interrupt, destroy and/or limit the functionality of any computer software and/or hardware and/or telecommunications equipment, and/or that is designed to obtain unauthorized access to any information;
  3. You shall not obtain or attempt to obtain any data through any means from the Services, except if we intend to provide and/or make it available to you;
  4. You shall not pretend to be someone else, use someone else’s identify or misrepresent your affiliation with a person or entity;
  5. You shall not copy or imitate part or all of the design, layout, and/or look-and-feel of the Services and/or individual sections of it, in any form or media;
  6. You are responsible for the accuracy of the data and content that you submit;
  7. You shall not submit User Content, in any form, that isharmful, offensive, inaccurate or otherwise inappropriate including without limitation libelous, defamatory, harassing, racially, ethnically and/or otherwise objectionable;
  8. You agree not tointentionally hold Restaurant Peerand/or their employeesand/or directors up to public scorn, ridiculeand/or defamation;
  9. You will not promote and/or provideinformation about illegal activitiesand/or physical harmand/or injury to any group, individual, institution and/or property;
  10. You will not submit User Content that violates, plagiarizes and/or infringes the rights of third parties including, without limitation, copyright rights, trademarks, rights of privacy or publicity and/or any other proprietary right; and/or that is designed to obtain unauthorized access to any information; and
  11. You shall not use the Services for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the Services provided.

 

Exclusivity; Remedy.

a.           Exclusivity. You agree that you shall not directly or indirectly, call on or attempt to call on, and/or solicit any Mobile Restaurateur and/or Host, as applicable, whom you had contact with and/or became acquainted with by virtue of providing services and/or using the Services either for your own benefit and/or for the benefit of any other person, firm, corporation or organization (or of any person or entity through or by which you shall receive a direct or indirect benefit) (“Exclusivity”) during the term of this Terms of Use and for a period of twenty-four (24) months following termination of your account with Restaurant Peer (“Exclusivity Period”). You acknowledge and agree that you shall use the Services as the primary means of communication between Hosts and the Mobile Restaurateur, as applicable. You represent and warrant that you will not attempt to circumvent any of your obligations and will act in accordance with the terms and conditions herein. During the Exclusivity Period, you acknowledge and agree that you shall only work with Mobile Restaurateurs or Hosts, as applicable through the Services and through no other means individually or otherwise. If all or any portion of the foregoing is held to be unreasonable and/or unenforceable by a court or agency having valid jurisdiction in an unappealed final decision to which Restaurant Peer is a party, you expressly agree to be bound by any lesser covenant subsumed within the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant was separately stated in and made a part thereof.  A Host and/or Mobile Restaurateur may not list their kitchens or service or that they are in need of a kitchen while Restaurant Peer is providing Services hereunder.

 

b.           Affidavit of Commissary. Within fifteen (15) daysupon the Mobile Restaurateur’s termination of its account with Restaurant Peer, the Mobile Restaurateur shall provide Restaurant Peer with a new affidavit of commissary from the state where Mobile Restaurateur transacts business, signed by the applicable commissary or commercial kitchen provider.

 

c.           Option to Opt-Out. In the event of a breach of Exclusivity by a Host and/or Mobile Restaurateur, as applicable, the Host and/or Mobile Restaurateur agree that it shall pay Restaurant Peer, upon demand, and as liquidated damages the greater of (i) the applicable fees had the payments been processed through the Services, plus twenty percent (20%) or (ii) Five Thousand Dollars ($5,000) (each, a “Buy-Out Fee”). The Host and/or Mobile Restaurateur may also choose to opt out of the Exclusivity Period by notifying Restaurant Peer in writing and paying Restaurant Peer the Buy-Out Fee. Hosts and/or the Mobile Restaurateur shall notify Restaurant Peer in writing of their intent to pay the Buy-Out Fee and provide Restaurant Peer with a copy of invoices and/or agreement with the Mobile Restaurateur and/or Host. A Host and/or the Mobile Restaurateur, as the case may be, agrees to remit the Buy-Out Fee to Restaurant Peer within fourteen (14) days of the initial notice to buy-out a Mobile Restaurateur or Host, as applicable. The Host and/or Mobile Restaurateur acknowledge and agree that it may be difficult or impossible to determine with precision the amount of damages thatwouldor might be incurred by Restaurant Peer as a result of a Host and/or Mobile Restaurateur’s, as applicable, failure to comply with the exclusivity set forth in this Terms of Use. It is understood and agreed: (i) that Restaurant Peer may be damaged by a Host and/or Mobile Restaurateur’s, as applicable, failure to meet its Exclusivity obligations; (ii) it would be impractical or difficult to fix the actual damages resulting therefrom; and (iii) any Buy-Out Fee and related sums payable under this Terms of Use for failure to meet such obligations are in the nature of liquidated damages, and not a penalty, and are fair and reasonable estimate of compensation for the losses that Restaurant Peer may reasonably anticipate to incur by such failure.

 

V.          USE OUTSIDE DEFINED AREA

Please be aware that our Services are subject to United States laws, including laws governing privacy and security of your information. Those who choose to access the Services from other locations do so at their own risk and are responsible for compliance with applicable local laws. This Terms of Use is written in English. To the extent any translated version of this Terms of Use conflicts with the English version, the English version controls.  In the event you are using the Services outside of the United States, you agree as follows: (i) youconsent to having your personal data transferred to and processed in the United States; (ii) if you are located in a country embargoed by the United States, or are on the U.S. Treasury Department's list of ‘Specially Designated Nationals’ you will not engage in commercial activities on Restaurant Peer (such as advertising or payments); and/or (iii) you will not use Restaurant Peer if you are prohibited from receiving products, services or software originating from the United States.

 

VI.         PURCHASES AND FEES

The Mobile Restaurateur and Host shall abide by the fees for the Services as further set forth below:

 

Mobile Restaurateur Fees. The following terms and conditions in this section relate to the Mobile Restaurateur:

  1. Connection Fee for the Mobile Restaurateur.  By setting up an account and using the Services, a Mobile Restaurateur agrees to pay a monthly recurring subscription fee (“Peer-to-Peer Connection Fee”) agreed to by the Mobile Restaurateur when the Mobile Restaurateur subscribes to the Services and clicks to the box to agree to this Terms of Use. The Peer-to-Peer Connection Fee is due upon completion of a Mobile Restaurateur’s account set-up.  Restaurant Peer reserves the right to change the amount of the Peer-to-Peer Connection Fee and to institute a new fee or terms at any time effective upon notice to the Mobile Restaurateur, which notice may for certainty include the posting of any such changes on the relevant pages of the Services.  
  2. Peer-to-Peer Connection Fee Refund.Unless otherwise agreed to by Restaurant Peer and except as otherwise set forth herein, in the event a Mobile Restaurateur is not booked with a Host within forty-five (45) days following the Initial Connection Request account set-up, Restaurant Peer shall issue the Mobile Restaurateur a refund of the Peer-to-Peer Connection Fee.In the event Mobile Restaurateur is eligible for a refund as set forth in this Section: (i) as a Mobile Restaurateur, you must submit a request to Restaurant Peer with the Subject “Refund Request” and include your username and transaction information to guarantee@restaurantpeer.com ; (ii) the Host and Mobile Restaurateur must have met with each other within the applicable time frames set forth in Section III; and (iii) Mobile Restaurateur is not in breach of this Terms of Use. 
  3. Fees for Kitchen Space. Restaurant Peer provides the Services, which permits the Mobile Restaurateur to send funds to Hosts registered with Restaurant Peer that are due by the Mobile Restaurateur to the Host in relation to the Host providing certain commercial kitchen space and related services to the Restaurateur. If the Mobile Restaurateur connects with a Host via the Services which lead to the Host providing certain commercial kitchen space and related services, the Mobile Restaurateur and Host agree to finalize their booking of such commercial kitchen space and related services through the Services. In such event, the Mobile Restaurateur agrees to pay the Host the pre-set fees listed on the Services based on the number of kitchen hours needed for a minimum of one (1) month usage of the Host’s commercial kitchen space (the “Kitchen Fees”) and any Additional Fees (as defined below) agreed to by the Mobile Restaurateur and Host. 
  4. Additional Fees.  The Mobile Restaurateur may select services in addition to renting commercial kitchen space, including but not limited to storage, kitchen services, parking and cleaning services agreed to between the Host and the Mobile Restaurateur for additional fees as listed on the Services (the “Additional Fees”). The Kitchen Fees and Additional Fees shall collectively be referred to herein as “Fees”. All Fees shall be due and payable monthly in advance. 
  5. Changes. All Fees are mutually agreed upon by the Mobile Restaurateur and Host shall be pre-set for a minimum period of one (1) month and cannot be decreased. The Mobile Restaurateur may, however, choose to increase the kitchen space hours and related services and the fees owed for such month which will be adjusted based on the Restaurateur’s added usage with any additional payment due immediately via the Services upon such change. Such changes shall auto-renew each month thereafter, unless changed or otherwise cancelled by the Host and/or Mobile Restaurateur through the Services. Any decrease in services may be scheduled at any time; provided such decrease shall become effective thirty (30) days following the request for such change.
  6. Price Matching. Restaurant Peer offers price-matching against its competitors (as determined by Restaurant Peer in its sole and absolute discretion) for its Peer-to-Peer Connection Fee, and allows users the opportunity to provide written evidence of a lower fee offered by a competitor and upon Restaurant Peer’s review and approval, Restaurant Peer will adjust the Peer-to-Peer Connection Fee to match such competitor’s fee, as well as provide a credit to the Mobile Restaurateur’s account in the amount of one hundred US dollars ($100.00) to be applied towards commercial kitchen space and/or additional services rendered by Hosts to the Mobile Restaurateurwithin thirty (30) daysfollowing the date of Restaurant Peer’s approval.  
  7. General.  Payment of all Fees and related costs shall be made through the Services andMobile Restaurateur acknowledges and agrees that the Peer-to-Peer Connection Fee, all Fees and other charges will be paid to Restaurant Peer who will remit payment to the Hosts, as applicable. In the event Mobile Restaurateur begins on a day other than the first day of the calendar month, Mobile Restaurateur shall pay the Peer-to-Peer Connection Fee, all Fees and other charges one month in advance plus a prorated amount of the then-current month. Mobile Restaurateuracknowledges and agrees that it shall not make payment to a Host directly for use of their space and/or additional services outlined in this Terms of Use. So long as you make payment to Restaurant Peer for the Fees set forth herein, Restaurant Peer shall handle the payment of all Fees on Mobile Restaurateur’s behalf and no Host shall seek payment from Mobile Restaurateur directly.You will be solely responsible for any Fees incurred under your account.

 

Host Fees.The following terms and conditions in this section relate to the Host:

  1. Authorization; Services Fee. The Host hereby appoints Restaurant Peer as the Host’s agent for receipt of payments from the Mobile Restaurateur. In consideration of Restaurant Peer’s provision of the Services, the Host agrees to pay Restaurant Peer in an amount equal to twenty-five percent (25%) of the then-current Fees (the “Host Fees”).. The then-current amount of the Host Fees is posted on the Services. Notwithstanding anything herein to the contrary, Restaurant Peer reserves the right to deduct the applicable Host Fee from the Fees before remitting payment of the Fees to the Host. Restaurant Peer reserves the right to change the amount of, or basis for determining, any Host Fees, and to institute new Host Fees or terms at any time effective upon notice to you.
  2. Payment. The Fees due to the Host (less the Host Fees in all instances) shall be due and payable by Restaurant Peer on a monthly basis as follows: twenty-five (25%) of the Fees shall be due and payable to the Host one (1) business day following Restaurant Peer’s receipt of payment from the Mobile Restaurateur and the remaining Fees shall be due and payable to the Host at the end of the calendar month. The remaining Fees shall be provided to Host so long as the Host provides all applicable commercial kitchen space and applicable related services to the Mobile Restaurateur. Restaurant Peer shall make such payments via automated clearing house transaction, or by such other means as Restaurant Peer may determine. Notwithstanding anything herein to the contrary, the Host agrees that Restaurant Peer may, in its sole and absolute discretion, provide a refund to the Mobile Restaurateur in the event that the Host (i) is fraudulent, (ii) did not provide the agreed upon commercial kitchen space and/or additional services or (iii) in other situations where Restaurant Peer determines in its sole and absolute discretion that the transaction should be refunded.

 

General Payment Terms for Hosts and Mobile Restaurateurs

 

Payment Processing. You will be required to set up an account through www.RestaurantPeer.com in order to facilitate payments through the Services. Restaurant Peer uses a third party for payment processing which is currently ‘PayPal’ and ‘QuickBooks’, but may be changed from time to time in Restaurant Peer’s sole and absolute discretion. You acknowledge and agree that you will be liable for all fines, chargebacks, refunds and other expenses incurred in the enforcement of any third party provider agreements and further agree to reimburse Restaurant Peer for any and all such fines, chargebacks, refunds and other expenses incurred related thereto. You authorize Restaurant Peer to keep your payment account information on file and to withdraw fees and costs due hereunder. If your payment account information on file with us changes or you close your payment account, or if, for any reason, a charge is rejected by your bank or credit card, as applicable, you must immediately update your payment account information or supply a new payment account number, as appropriate, in your Restaurant Peer account. If a payment is rejected, then Restaurant Peer will send an invoice to your email address on file detailing the amount due. You must pay the amount due in full within seven (7) days from the date of the invoice, or your account will be considered past due and Restaurant Peer may suspend and/or terminate your account, and/or any upcoming services, without liability, and seek all available remedies at law and in equity.

 

Responsibility For Taxes. You are responsible for all forms and types of taxes associated with the Services and your use of the Services including without limitation the collection and remittance of applicable taxes to the appropriate taxing authority. In no event shall Restaurant Peer owe any taxes attributable to your income and/or payroll.

 

Pricing and Promotions. When you use the Services, you will be responsible for any additional third-party fees, including but not limited to payment processing fees, costs and/or taxes related thereto. Notwithstanding anything herein to the contrary foregoing, Restaurant Peer may vary its pricing from time to time and/or offer promotions from time to time, in Restaurant Peer’s sole and absolute discretion, which shall be stated on the Services and applied at checkout. Applicable promotions may be viewed at www.RestaurantPeer.com/promos .

 

Refunds. Except as otherwise provided herein, all Peer-to-Peer Connection Fees, Fees, Host Fees and other costs collected by Restaurant Peer in accordance withthisTerms of Use shall be non-refundable. You may cancel an account at any time, however, refunds will not be provided after a connection has been made as described herein. For any issues regarding payments and/or refunds, please send a request to Restaurant Peer at payments@restaurantpeer.com .

 

Communication. Hosts and Mobile Restaurateurs shall be responsible for communicating directly with each other regarding any exchanges and/or refunds of services and Restaurant Peer is not liable for anything related to the relationship between the users of the Services. If the Host and/or Mobile Restaurateur are engaged in a dispute and such dispute cannot be resolved, you may submit a complaint to Restaurant Peer for Restaurant Peer to investigate at customerservice@restaurantpeer.com

 

VII.        ERRORS, INACCURACIES, OMISSIONS AND PERFORMANCE

Occasionally there may be information on the Services that contain typographical errors, inaccuracies, and/or omissions that may relate to services, contact information, address, and events. We reserve the right to: (i) correct any errors, inaccuracies, and/or omission; and/or (ii) make changes to content, stories, descriptions, service and/or other information without obligation to issue any notice of such changes, except as prohibited by law. We also reserve the right to revise, suspend and/or terminate an event, stories, content and/or promotion at any time without notice and without liability.

 

VIII.      PROPRIETARY RIGHTS AND LICENSES

Ownership:The Services, any contentand/or products on the Services and the infrastructure used to provide the Services are proprietary to Restaurant Peer, our affiliates, and other content providers. By using the Services and accepting this Terms of Use, Restaurant Peer grants you a limited, personal, nontransferable, nonexclusive, revocable right to access and/or use the Services pursuant to this Terms of Use and to any additional terms and policies set forth by Restaurant Peer. Neither this Terms of Use nor your use of the Services conveyand/or grant to you any rights: (i) in or related to the Services except for the limited license granted above; and (ii) to use or reference in any manner Restaurant Peer’s names, logos, product and service names, trademarks or services marks or those of Restaurant Peer’s licensors.

 

Reservation of Rights. The materials, headers, videos, illustrations, photographs, graphics and content on the Services, as well as the organization and layout of the Services, are copyrighted and are protected by United States and international copyright laws and treaty provisions. Subject to the limited rights expressly granted hereunder, Restaurant Peer and/or its third-party providers reserve all right, title and interest in and to the services and content, including all related worldwide intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

 

User Content. Please carefully choose the information that you post on, through and/or in connection with the Services. Upon creating an account, registered users will have the opportunity to upload information and/or photos of their commercial kitchens for use and scheduling purposes related to the connection process. Restaurant Peer also provides a forum and RSS feed that allows users to post questions and/or give advice to other peers. You acknowledge and agree that you have no expectation of privacy with regard to any information, content, advice, discussions, images, photographs, video, audio, sound, descriptions, comments, reviews, responses, posts and/or messages (“User Content”) through communication facilities that may be offered on, through, and/or in connection with the Services from time to time. You assume all risks associated with User Content, including anyone’s reliance on its quality, accuracy, and/or reliability by you. You also represent that you own, and/or have the necessary permissions to use and authorize use of User Content as described in this Terms of Use.  You hereby grant Restaurant Peer a worldwide, perpetual, non-exclusive, royalty-free, irrevocable, assignable, sub-licensable, transferable license to use the User Content for any purpose including after termination of your account. You further hereby irrevocably grant the other users of the Services, the right to access and/or use User Content in connection with their use of the Services in accordance with this Terms of Use. You shall not imply that User Content is in any way sponsored and/or endorsed by Restaurant Peer.

 

Feedback. If you provide us (in a direct mail, email and/or otherwise) with any feedback, suggestions, improvements, enhancements, ratings and reviews, recommendations and/or feature requests relating to the Services (“Feedback”), then you will own this material, however, you grant to Restaurant Peer a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate any such Feedback and material. Restaurant Peer has no obligation to review any Feedback and may use and redistribute Feedback for any purpose without restriction in its sole and absolute discretion.

 

Prohibited Use

Gathering email addresses from Restaurant Peer through harvesting or automated means is prohibited. Posting and/or transmitting unauthorized and/or unsolicited advertising, promotional materials, and/or any other forms of solicitation to other users is prohibited. We also prohibit crawling, scraping, caching, and/or otherwise accessing any content on the Services via automated means (except as may be the result of standard search engine protocols and/or technologies used with Restaurant Peer’s express written consent). You may not use the Services in any manner that could damage, disable, overburden, and/or impair the Services and/or interfere with any other party's use and/or enjoyment of the Services. 

 

IX.         USER DISPUTES; SAFETY

Disputes. Restaurant Peer generally does not, and will not be obligated in any way to, pre-screen,monitor and/or edit any User Content posted by users of the Services. However, Restaurant Peer reserves the right to remove any User Content that, in its sole discretion, does not comply with this Terms of Use and/or is otherwise harmful, offensive, objectionable and/or inaccurate. Restaurant Peer has no liability or responsibility to users of the Services and/or any other person and/or entity forperformance and/or nonperformance of the aforementioned activities. 

 

Safety. We encourage safe communication and interaction through our Services. However, we advise you that the Services are intended to be a safe platform to exchange information, referrals, and make connections but it is still open to the public and you should exercise your best judgment when posting personal information on the Internet.  

 

Verification. Restaurant Peer may, in its sole discretion, verify a user’s identity prior to allowing such user to access and/or use the Services. Restaurant Peer may, without liability, refuse to process, and/or may cancel a connection, service and/or appointment, as reasonably deemed necessary, to comply with applicable law and/or to respond to a case of misrepresentation, fraud and/or known and/or potential violations of the law and/or this Terms of Use.  You understand that Restaurant Peer acts only as a platform and interface that provides users with information on reputable restaurants, various events, and service/promotional opportunities. Restaurant Peer does not itself verify the qualifications of Mobile Restaurateurs or Hosts, nor does it evaluate or control in any ongoing manner exchanges between users. Any reviews, opinions or statements expressed by a user are of those of the user alone, and are not to be attributed to Restaurant Peer and Restaurant Peer does not take on any liability related thereto. Restaurant Peer cannot and does not assume responsibility for the accuracy, completeness, safety, reliability, timeliness, legality and/or applicability of anything said, written, posted, displayed and/or otherwise made available by any user on and/or in relation to the Services. Please use caution and common sense when using Restaurant Peer. 

 

X.          DATA CHARGES AND MOBILE PHONES

You are responsible for any mobile charges that you may incur for using the Services, including but not limited to data charges. If you’re unsure what those charges may be, you should ask your service provider before using the Services.

 

XI.         TERM; TERMINATION

Hostsand/or Mobile Restaurateurs may terminate the Services at any time, for any reason, upon thirty (30) days prior written notice to Restaurant Peer. Upon termination, Hosts agree to immediately discontinue use and/or sharing of its commercial kitchen and related services that were promoted through the Services, and must provide a certified statement indicating compliance with this provision upon Restaurant Peer’s request. If you violate this Terms of Use and/or if we have grounds to suspect that you violated this Terms of Use and/or other use parameters included on the Services, we may refuse use of the Services (or any portion thereof). Restaurant Peer also reserves the right, in its sole discretion, to terminate your access to the Services or any portion thereof at any time, without cause and/or without notice and without liability. In the event you fail to pay for the access granted (if applicable), and/or share the access granted with any personand/or entity,and/or misuse the system by any means actionable under a federal, state,and/or local statute, code, regulation, law, and/or civil action, Restaurant Peer will consider your access as having been acquired by fraudand/or misrepresentation and will terminate your access immediately.  In such a case, Restaurant Peer retains the right to seek civil and/or criminal redress, the entire cost of which shall be borne solely by you.

 

XII.        INDEMNIFICATION AND WAIVER

You shall indemnify, defend and hold harmless Restaurant Peer, its officers, agents, employees, contractors, subcontractors, suppliers and representatives from and against any and all claims, demands, proceedings, losses, costs, damages, awards, fees, expenses, or liabilities of any nature (“Claim”) arising out ofand/or in the relation to (i) use of User Content in the event of an infringement, violation, trespass, contraventionand/or breach of any third party,and/or constitutes the unauthorized useand/or misappropriation of any trade secret of any third party, (ii) your use of Restaurant Peer’s Services; (iii) any breach of this Terms of Use by you, your officers, agents, employees, contractors and/or representatives and/or (iv) fraud you commit and/or your intentional misconduct and/or negligence. You shall give prompt notice to Restaurant Peer upon your receipt of notice of any Claim against you which might give rise to a claim against Restaurant Peer. 

 

You acknowledge and agree that by accessing or using the Services, you may be exposed to materials (including shared group content) from others that you may consider offensive, indecent or otherwise objectionable, and agree to accept that risk.

 

XIII.       DISCLAIMER OF WARRANTIES

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

 

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

 

XIV.                    LIMITATION OF LIABILITY

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

 

RESTAURANT PEER’S MAXIMUM AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF ITS PARTNERS AND LICENSORS, TO YOU IN ANY CIRCUMSTANCE ARISING OUT OF AND/OR RELATING TO THE SERVICES IS LIMITED TO ONE HUNDRED DOLLARS (US$100.00).

 

XV.        SEPARATE AGREEMENTS

You may be required to agree to additional terms and conditions before accessing or using certain areas of the Services (“Additional Agreements”). The terms of any Additional Agreement (which may include payment of additional fees) will apply to the applicable area of the Services in addition to the terms of this Agreement. If there is a conflict between this Agreement and any Additional Agreement, the terms of the Additional Agreement will control with respect to your use of or access to that area of the Services. 

 

XVI.      NO PROFESSIONAL ADVICE

Restaurant Peer does not endorse any Host, Mobile Restaurateur or any other user, posting, User Content or other information providing through the Services. The information available on the Services is intended to be a general information resource regarding the matters covered, and is not tailored to your specific circumstance. Restaurant Peer does not, will not and cannot refer, recommendand/or endorse any specific professional service, productand/or procedures that are advertised on the Services. Hosts may create listings for available kitchen space through the Services and Mobile Restaurateurs may access such available space. Restaurant Peer has no control over the conduct of Hosts,Mobile Restaurateur, third parties or other users of the Services nor does Restaurant Peer control the condition or suitability of any kitchen space. The Services are not a substitute for professional advice, and you should not construe this as legal, tax, financial, medicaland/or other professional advice.

 

XVII.     LINKED SITES

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

 

XVIII.    THIRD PARTY SERVICES

The Services may be made available and/or accessed in connection with third party services and content that Restaurant Peer does not control. Restaurant Peer may post advertisements of third parties through the Services, including without limitation promotions of advertisers, location based-ads, and/or sponsors showing their goods and services. Your correspondence, participation in, and/or any other dealings with third parties found through the Services are solely between you and such third party. Restaurant Peer does not endorse such third-party services and content and in no event shall Restaurant Peer be liable for any products and/or services of such third-party providers. You agree that Restaurant Peer shall not be responsible for any loss and/or damage of any sort incurred as a result of any such dealings and/or as the result of the presence of such third parties through the Services. Moreover, Restaurant Peer shall not be responsible and/or liable for the accuracy, quality, suitability, currency and/or content of the statements and/or conduct of any third party on the Services. You are solely responsible for the costs, expenses and infrastructure required to support your use of the Services. You acknowledge and agree that Restaurant Peer utilizes third party providers to provide the Services and any terms and conditions related to such third party providers products and/or services shall govern the use of such third party providers’ products and/or services. You acknowledge and agree that Restaurant Peer is not liable for the performance of any third party providers’ products and/or services.

 

XIX.       DISPUTE RESOLUTION

Disputes. We want to address your concerns without needing a formal legal case. If a dispute between customers, peers, Hosts and/or Mobile Restaurateurs ensues, we encourage such parties to first try and engage in discussions, using the messaging features in the platform, to resolve the matter on their own. Before filing a claim against Restaurant Peer, you agree to try to resolve the dispute informally by contacting us at customerservice@restuarantpeer.com within fifteen (15) days of the incident that is being reported. We will try to resolve the dispute by contacting you via email, but if we cannot resolve the dispute within thirty (30) days of submission, you and/or Restaurant Peer agree to resolve any claims related to this Terms of Use through final and binding arbitration, except as set forth under ‘Exceptions to Agreement to Arbitrate’ section below and/or your ability to opt out as described below.

 

Opt-Out. You can opt-out and decline this agreement to arbitrate by contacting Restaurant Peer within thirty (30) days from the date that you first became subject to this arbitration provision (i.e.: the date you initially accepted this Terms of Use). You must write us at Restaurant Peer, Attn: Opt-Out Arbitration, 12081 West Alameda Parkway, #485, Lakewood, Colorado 80228.If you opt out, neither you nor Restaurant Peer can require the other to participate in an arbitration proceeding.

 

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

 

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

 

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

 

XX.        DMCA COPYRIGHT POLICY AND COPYRIGHT AGENT

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

  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;
  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;
  4. information sufficient to permit Restaurant Peer to contact you, such as your physical address, telephone number, and, if available, an electronic mail address;
  5. a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

Contact information for Restaurant Peer’s DMCA Agent for notice of claims of copyright infringement is:Restaurant Peer, Attn: Copyright Agent, 12081 West Alameda Parkway, #485, Lakewood, Colorado 80228 ( customerservice@restaurantpeer.com ).

 

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

 

XXI.       MISCELLANEOUS
If any provision and/or term of this Terms of Use shall become and/or be declared illegal, invalid and/or unenforceable for any reason whatsoever, such term and/or provision shall be divisible from the other terms and conditions and shall be deemed to be deleted from it. This Terms of Use shall be governed in all respects by the laws of the State of Colorado, without reference to its choice of law rules. If an applicable law is in conflict with any part of this Terms of Use, this Terms of Use will be deemed modified to conform to the law and the other provisions will not be affected by any such modification. No waiver by either you and/or Restaurant Peer of any breach and/or default and/or failure to exercise any right allowed under this Terms of Use is a waiver of any preceding and/or subsequent breach and/or default and/or waiver and/or forfeiture of any similar and/or future rights under this Terms of Use.

 

Contact us: If you would like to request additional information regarding this Terms of Use, please contact us at customerservice@restaurantpeer.com .