Terms of Service
Last updated: 01/03/17
All access to and use of the Platform is subject to the terms of this Agreement, as may be amended from time to time. By accessing or using any portion of the Platform, You agree to the terms of this Agreement, as it may be amended from time to time. This Agreement includes these terms and conditions and The Food Corridor, LLC policies and rules referenced in these terms and conditions (“Policies and Rules”). By agreeing to this Agreement, You also agree to all such Policies and Rules.
You may be required to agree to additional terms and conditions before access or using certain areas of the Platform (“Additional Agreements”). The terms of any Additional Agreement (which may include payment of additional fees) will apply to the applicable area of the Platform 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 Platform.
Unless You later enter into any Additional Agreement or any other agreement with The Food Corridor regarding the Platform, this Agreement is the complete and exclusive agreement between You and The Food Corridor regarding Your access to and use of the Platform. This Agreement supersedes any prior agreement or proposal, oral or written, and any other communications between You and The Food Corridor relating to the matters covered in this Agreement.
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU AND THE FOOD CORRIDOR AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, AND INCLUDES VARIOUS LIMITATIONS AND EXCLUSIONS.
IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, THE FOOD CORRIDOR IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE PLATFORM AND YOU MUST NOT ACCESS OR USE THE PLATFORM.
The Food Corridor reserves the right, in its sole discretion, to modify or discontinue, temporarily or permanently, the Platform or this Agreement, including the Platform Fees, at any time and without prior notice. If we modify this Agreement in a material manner, we will post the modification on the Site, update the “last modified” date at the top of this Agreement, and/or provide you with other notice of the modification. You should periodically review this Agreement so that you are aware of any changes to which you are bound. Your continued use of the Platform after any such modification constitutes your acceptance of the revised Agreement. If you do not approve of the modified Agreement, do not use or access the Platform; this is your only recourse. The Food Corridor will not be liable to you or any other User or third party for any modification, suspension, or discontinuance of the Platform.
Scope and Limitations of the Platform
The Food Corridor helps companies grow their businesses by assisting Commercial Kitchens with excess Kitchen Space connect with Food Businesses who need Kitchen Space. The Food Corridor itself is not a property owner or a lessor, licensor, manager or broker of any Kitchen Space or other interest in real property. The Food Corridor does not own, sell, resell, furnish, provide, rent, sublet, license, manage or control any Kitchen Space or other interest in real property. All leases, rentals, or arrangements are entered into solely between Commercial Kitchens and Food Businesses.
THROUGH THE PLATFORM, COMMERCIAL KITCHENS MAY CREATE LISTINGS FOR KITCHEN SPACE AND FOOD BUSINESSES MAY LEARN ABOUT AND RENT KITCHEN SPACE. UNLESS EXPRESSLY PROVIDED HEREIN, THE FOOD CORRIDOR IS NOT A PARTY TO ANY AGREEMENT ENTERED INTO BETWEEN COMMERCIAL KITCHENS AND FOOD BUSINESSES OR ANY OTHER PARTY WITH RESPECT TO ANY KITCHEN SPACE OR OTHERWISE. ANY AGREEMENTS WILL BE ENTERED INTO AT THE FOOD BUSINESS’S OWN RISK.
THE FOOD CORRIDOR HAS NO CONTROL OVER THE CONDUCT OF COMMERCIAL KITCHENS, FOOD BUSINESSES OR OTHER USERS OF THE PLATFORM OR ANY THIRD PARTY, AND DISCLAIMS ALL LIABILITY IN THIS REGARD.
WITHOUT LIMITING THE FOREGOING, THE FOOD CORRIDOR CANNOT AND DOES NOT CONTROL ANY CONTENT CONTAINED IN ANY POSTING OR THE PHYSICAL CONDITION OR SUITABILITY OF ANY KITCHEN SPACE, LEGALLY OR OTHERWISE. THE FOOD CORRIDOR IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ALL POSTINGS AND KITCHEN SPACE.
THE FOOD CORRIDOR IS NOT AN AGENT OR INSURER FOR ANY COMMERCIAL KITCHEN, FOOD BUSINESS, PROPERTY OWNER, OR THIRD PARTY. THE FOOD CORRIDOR IS NOT A REAL ESTATE BROKER AND DOES NOT OFFER REAL ESTATE BROKERAGE SERVICES. THE FOOD CORRIDOR IS NOT A LAWYER AND NO LEGAL ADVICE OR LEGAL SERVICES ARE OFFERED. USERS SHOULD CONSULT A REAL ESTATE BROKER AND ATTORNEY LICENSED IN THE STATE WHERE THE KITCHEN SPACE IS LOCATED IF USER REQUIRES BROKERAGE OR LEGAL ADVICE AND LEGAL SERVICES.
Authority & Eligibility
If You are entering into this Agreement on behalf of another entity or organization, You represent and warrant that (a) You are authorized to bind that entity or organization to this Agreement; and (b) the entity on behalf of which You are entering into this Agreement is a duly formed entity existing in good standing in each of the jurisdictions in which the entity transacts business.
You represent and warrant that You: (a) otherwise have all authority, rights, and licenses to enter into and perform this Agreement and to carry out the transactions contemplated herein; (b) this Agreement constitutes Your legal, valid, and binding obligation, enforceable against it in accordance with its terms; (c) your execution, delivery, and performance of this Agreement shall not result in a breach or violation of, or constitute a default under, any material agreement, lease, or instrument to which you are a party or by which your properties may be bound or affected; (d) no suit, action, arbitration, or other legal or administrative proceeding is pending, or to its knowledge has been threatened, against you that would affect the validity or enforceability of this Agreement.
You can only use the Platform if you are able to form a binding contract with The Food Corridor. You must be 18 years or older to access or use the Platform. If you are under 18 years old, you may not access or use the Platform. By accessing or using the Platform, you represent and warrant that you are 18 years old or older.
“Additional Fee” means the fee charged to a Food Business by a Commercial Kitchen for additional services rendered or failure to adhere to kitchen policies and procedures. Examples include, but are not limited to cleaning fees, consulting fees, laundry fees, delivery fees, and storage fees.
“Commercial Kitchen” means any individual, business, or organization with legal access to space designed for the production of food and licensed by a local health department to produce food for resale or consumption by the general public, including but not limited to Commissary Kitchens, Incubator Kitchens, Schools, Churches, Community Centers, and Restaurants.
“Content” means all data, information, and other content, including, without limitation, text, graphics, images, music, sound, photographs, illustrations, logos, messages, audio, video, or other information.
“Deposit Fee” means a select amount, determined by a Commercial Kitchen, provided by a Food Business as security or in part payment.
“Food Business” means any individual, business, or organization that is seeking to lease Kitchen Space from a Commercial Kitchen, including but not limited to Food Manufacturers, Food Trucks, Community Groups, Chefs, and Caterers.
“Food Corridor Content” means all Content that is available through the Platform including any Content licensed from a third party, excluding User Content.
“Intellectual Property Rights” means all trademark, trade dress, copyright, patent, moral rights, goodwill, trade secret rights and any other intellectual property right, including any application or registrations therefore, that may now exist or hereafter come into existence under the law of any state, country or other jurisdiction.
“Kitchen Space” means an area available for lease or rent to a Food Business by a Commercial Kitchen. This space may or may not include specified equipment, some of which may require additional reservation and/or fees.
“Lease” means the permission and privilege granted by a Commercial Kitchen to a Food Business to use personal property in the Kitchen Space in accordance with this Agreement and the terms and conditions of any agreement between the Commercial Kitchen and Food Business.
“Lease Fee” means the fee charged to a Food Business by a Commercial Kitchen for use of personal property.“Net Payment” means the Lease Fee and Additional Fee less the Platform Fee, and if any, (i) Taxes required to be to be collected or withheld by The Food Corridor, (ii) refunds, credits or other discounts provided to a Food Business in accordance with this Agreement, and (iii) other pre-disclosed fees.
“Plan” means the service level plan as outlined at www.thefoodcorridor.comthat a Commercial Kitchen selects for access to booking, scheduling, payment processing, User communication, and other tools offered through the Platform.
“Platform Fees(s)” means the fee that is charged by The Food Corridor for making the Platform available and administration of the Platform. The Platform Fee may be changed from time to time. The current Platform Fee is described below. Except as may otherwise be provided herein, the Platform Fee is non-refundable. Clients paying their kitchen manually (not collected via the platform) will incur a 2% platform fee that is charged to the kitchen quarterly.
“Post” or “Posting” means Content uploaded to the Platform regarding a Kitchen Space offered by a Commercial Kitchen for Lease through the Platform or Content uploaded to the Platform by a Food Business to create a profile.
“Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and Platform taxes (GST) and other similar municipal, state and federal indirect or other withholding.
“TPS” means a Third Party Website.
“User” means any individual or entity that accesses or uses the Platform, including a Commercial Kitchen or a Food Business. “User” also includes any person who is authorized to access or use the Platform by or on behalf of another individual or entity, as may be permitted by this Agreement.
“User Content” means all Content that any User posts, uploads, publishes, emails, submits or transmits to be made available through the Platform including without limitation, profile information, Postings, messages, comments, images, videos, voices, likenesses, and other Content.
Access to the Site
Subject to the terms and conditions of this Agreement (as they may be amended from time to time), during the term of this Agreement, The Food Corridor will provide You with a personal, non-exclusive, limited, non-transferable, freely revocable right to access and use the Site (including all services provided through the Site). All access to the Site will be solely by You for Your own use in connection with Your use of and access to the Platform. If You are an entity or other organization, then Your employees and contractors may also use the Site on Your behalf solely in connection with Your internal business purposes. Your rights to access and use the Site are non-exclusive, non- transferable, and non-sublicensable. You understand that The Food Corridor may from time to time, in its sole discretion, suspend or discontinue the Site or Platform (or any portion thereof, or your access to the Site or Platform) with or without notice.
Access to Accounts
You may be required to establish an account (an “Account”) to access portions of the functionality of the Platform. Approval of Your request to establish an Account will be at the sole discretion of The Food Corridor, and may be revoked at any time. In connection with establishing an Account, You will be asked to submit certain information about Yourself (“Registration Information”). You agree that: (1) all Registration Information You provide will be true and complete; and (2) You will maintain and promptly update Your Registration Information to keep it accurate and current. You may not: (a) select or use an Account ID of another person with the intent to impersonate that person; and (b) use an Account ID that The Food Corridor, in its sole discretion, deems offensive.
Each Account and the User identification and password for each Account (“Account ID”) is personal in nature. Each Account is for Your personal use and each Account ID may be used only by You or, if You are an organization, by an individual employee within Your organization. You may not distribute or transfer Your Account or Account ID or provide a third party with the right to access your Account or Account ID. You are solely responsible for all use of the Platform through Your Account. You will ensure the security and confidentiality of Your Account ID and will notify The Food Corridor immediately if any Account ID is lost, stolen or otherwise compromised. You are fully responsible for all costs, fees, liabilities or damages incurred through the use of Your Account or under any Account ID (whether lawful or unlawful). All Postings, Licenses, and other transactions completed through Your Account will be deemed to have been lawfully completed by You. The Food Corridor will not be liable for the foregoing obligations or the failure by You to fulfill those obligations.
By providing The Food Corridor your email address, you consent to The Food Corridor sending you transactional messages, changes to the Platform or the Agreement, promotions and other notices, including notices required by law, in lieu of communication by postal mail. If you do not wish to receive promotional communications, you may opt out by emailing firstname.lastname@example.org. After creating a Food Corridor Account (Account), you will be required to update all User information. The Food Corridor reserves the right to suspend or terminate your Account and your access to the Platform if any information provided proves not to be accurate or current. You are responsible for maintaining the confidentiality of your password and Account. The Food Corridor will not be liable for any loss or damage as a result of any unauthorized use of your Account. You will immediately notify The Food Corridor of any unauthorized use of your password or Account by emailing us at email@example.com.
Commercial Kitchen Account Creation and Posting
As a Commercial Kitchen, you may upload Posts for Kitchen Space to the Platform and/or utilize the Platform to manage your existing Food Business customers booking, scheduling, and payment processing by selecting a Plan. Prior to doing so, you will be asked to create a listing by entering critical information such as the address of your Kitchen Space, a general description including its amenities, images, a description of your company culture, availability, occupant capacity, price per hour or monthly plans, rules of use (“House Rules”), a unique password and any additional information we may require. You may also choose to provide eligibility requirements for Food Businesses to Lease your Kitchen Space, such as insurance coverage. The Food Corridor charges a Platform Fee for Posting of Kitchen Space and access to booking, scheduling, payment processing, and User communication tools provided to Commercial Kitchens as outlined at www.thefoodcorridor.com. Commercial Kitchens select the Lease Fee, based on hourly rates (on or off peak), monthly or longer term plans. You also understand and agree that The Food Corridor does not act as a broker, insurer or contracting agent for either the Commercial Kitchen or the Food Business. The Food Corridor reserves the right, in its sole discretion, to remove any Post that it considers to be objectionable for any reason or in violation of the Agreement.
You acknowledge and agree that you are responsible for all Posts you create. Accordingly, you represent and warrant that:
- the Kitchen Space is in compliance with all applicable laws and regulations, including without limitation, those related to local health licensing laws.
- you are either:
- the Owner of any Kitchen Space you Post, or,
- have the right, authority or permission from the Property Owner to Post such Kitchen Space, to provide access to the Food Business in the manner contemplated by this Agreement and are the duly authorized agent or representative of such Property Owner for the purpose of engaging in the Lease of such Kitchen Space; and,
- such Lease of such Kitchen Space will not breach any agreement with any third party including any lease or sublease.
Food Business Account Creation
As a Food Business, you may Lease a Commercial Kitchen’s Kitchen Space by requesting a booking using the Platform. You understand and agree that The Food Corridor does not act as a broker, insurer or contracting agent for either the Commercial Kitchen or Food Business in locating Kitchen Space, booking or Leasing Kitchen Space, or managing or administering any Kitchen Space. In order to initiate a booking, you must create an Account and a Listing for your Food Business through the Platform. When creating an account, you will be be required to enter information including the name and address of your company, contact information for a representative of the company, a unique password and any additional information we may request. Prior to submitting a request for booking, you may first wish to message the Commercial Kitchen to learn more about the Kitchen Space, but doing so is not required. You should assure yourself that the Kitchen Space you are considering has all of the facilities you require and sufficient licensing to meet your needs. The Food Corridor makes no representation or warranty regarding the suitability of any Kitchen Space that is listed on the Site. To submit a request for booking of a Commercial Kitchen and to finalize the Lease, you will be required to: (i) confirm the Commercial Kitchen’s acceptance of your application, (ii) provide your name, billing address and payment information, (iii) provide the names and contact information for each Guest, and (iv) provide authorization for The Food Corridor to charge the Deposit Fee against your credit card account, if applicable.
After the booking is approved, you will receive confirmation through the Platform and will have the right to use the Kitchen Space in accordance with the License. You will also be required to comply with any House Rules established by the Commercial Kitchen.
Cancellations are determined by the Commercial Kitchen’s House Rules. The Food Corridor is not responsible for any fees incurred by a food business including but not limited to cancellations, cleaning fees, laundry fees, parking fees, and/or storage fees.
You understand and agree that The Food Corridor is not a real estate broker and does not offer real estate brokerage services. Except with respect to the Commercial Kitchen’s appointment of The Food Corridor as its agent for the collection of the Lease Fee and Additional Fees, The Food Corridor is acting only as a passive conduit for the publication and posting of your User Content.
The Food Corridor recommends that Commercial Kitchens and Food Businesses consult with a reputable service provider to enter into any Lease agreements for the purposes of Leasing Kitchen Space. Any Lease agreements are between the Commercial Kitchen and Food Business, and not the responsibility of The Food Corridor.
You agree to the pricing and payment terms included below as the same may be updated from time to time. The Food Corridor may add additional fees for use of the Platform, or change the fees for existing Platforms at any time in its sole discretion. Please note that there may be fees charged by your bank for any charges processed by The Food Corridor, that The Food Corridor has no control over any such fees and that The Food Corridor disclaims all liability in this regard. By submitting your credit card, you agree to pay any fee that may be incurred by the Commercial Kitchen’s House Rules. The Food Corridor is not responsible for any fees incurred by a food business including but not limited to cancellations, cleaning fees, laundry fees, parking fees, or storage fees.
Payment processing services for The Food Corridor are provided by Stripe and are subject to the Stripe Connected Account Agreement (https://stripe.com/connect/account-terms) which includes the Stripe Terms of Service ( https://stripe.com/us/terms/ (collectively, the “Stripe Services Agreement”). By agreeing to these terms and through your continued use of The Food Corridor, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of The Food Corridor enabling payment processing services through Stripe, you agree to provide The Food Corridor accurate and complete information about you and your business, and you authorize The Food Corridor to share it and transaction information related to your use of the payment processing services provided by Stripe.
Financial Terms for Commercial Kitchens
As a Commercial Kitchen, when you create an account, you will select a service level plan (“Plan”) as outlined at www.thefoodcorridor.com which will grant you access to the Platform tools for booking, scheduling, payment processing, User communication, and other services as described on our website. As long as your Plan is active, We will charge your fees monthly, in advance, on the 1st of every month. You may cancel your Plan at any time.
As a Commercial Kitchen, when you create a Listing, you will be required to provide the Lease Fee you will charge Guests. Lease Fees may be calculated in a variety of forms, including hourly, monthly, on or off-peak hours, or other variations. The Commercial Kitchen is also able to charge monthly plans that included a maximum number of hours at flat rate, plus an hourly overage rate. All Lease Fees must include all anticipated costs including applicable Taxes that you or The Food Corridor may be required to collect or withhold. Additional fees, such as cancellations, cleaning fees, laundry fees, parking fees, or storage fees, may be charged to Food Businesses as they occur.
When a booking is requested by a Food Business, we will message the Commercial Kitchen through the Platform and email. After approving a request for booking, we will message the Food Business through the platform with: (i) confirmation that the application has been submitted to you, and (ii) a link to easily see the status of the pending request. After you receive the message notification, you will have the opportunity to view and accept or reject the Food Business’ request. If you accept the Food Business’s request, you will be prompted to enter the address or bank account to which you wish to receive the Net Lease Fee and if applicable, any other monies to be paid to you by The Food Corridor.
As a Commercial Kitchen, you hereby authorize The Food Corridor to collect all Lease Fees and Additional Fees and remit Net Lease Fees and Additional Fees. After The Food Corridor’s receipt of payment of the entire Lease Fee and Additional Fees, the Commercial Kitchen will not have any claim against the Food Business. Rather, the Commercial Kitchen’s only claim will be against The Food Corridor, and the extent of that claim will be to receive the Net Lease Fee. To allow a Food Business access to and use of the Platform, The Food Corridor charges the Food Business a non-refundable Platform Fee of four percent (4%) of each Lease Fee if the Food Business is on Plan 1, if You internalize the cost. The Platform Fee on Plan 2 is sixteen percent (16%). Within fifteen (15) days of receipt of the Lease Fee by The Food Corridor, The Food Corridor will remit payment of the Net Lease Fee to the Commercial Kitchen in accordance with written instructions ( check, direct deposit or other method of payment offered by The Food Corridor and selected by you). You understand and acknowledge that you are solely responsible for determining your Tax obligations, including the collection and remittance of all applicable taxes to the appropriate taxing authority. We recommend that you consult your tax advisors.
Should a Lease Fee or Additional Fee be disputed by the Food Business, the Commercial Kitchen shall be responsible for providing documentation and assistance to The Food Corridor to resolve the dispute and collect the Lease Fee or Additional Fee. Should the dispute be resolved in favor of the Food Business, the Commercial Kitchen shall not collect the Lease Fee or Additional Fee. If the Lease Fee or Additional Fee has been remitted to the Commercial Kitchen, the amount shall be returned.
Financial Terms for Food Businesses
As a Food Business, you will be required to pay the Lease Fee stated in the Posting that you book plus a Platform fee percentage. If your request for booking for a Kitchen Space is accepted, you will be messaged a notice of acceptance through the Platform. To finalize a booking, you will be required to: (i) confirm the Commercial Kitchen’s acceptance of your request, (ii) provide your name, billing address and credit card information, (iii) provide the names and contact information for each Guest, and (iv) provide authorization for The Food Corridor to collect the Deposit Fee and any other Additional Fees. To verify your credit card, The Food Corridor may charge your credit card a nominal amount, not to exceed one dollar ($1). Once a booking is accepted you are responsible for any fees incurred by cancellation per the House Rules of the Commercial Kitchen. The Food Corridor is not responsible for any fees incurred by a food business including but not limited to cancellations, cleaning fees, laundry fees, parking fees, or storage fees.
On the day of your approved booking or mutually agreed time, you will be charged: (i) the Lease Fee for the Kitchen Space, (ii) a Platform Fee, calculated as the Lease Fee * applicable Plan % and (iii) if applicable, any Taxes and other Additional Fees. You hereby authorize the collection of all amounts described above by the method you select through the Platform. Except as otherwise provided herein, all fees collected by The Food Corridor in accordance with these Lease Rules are non-refundable, including without limitation, the Lease Fee, Platform Fee, Additional Fees, Deposit Fee and Taxes.
You acknowledge and agree that all Lease Fees, Platform Fees, Additional Fees, Deposit Fees and other applicable charges will be paid to The Food Corridor who will remit payment of Net Lease Fee to the Commercial Kitchen.
All payments related to the Lease must be made through the Platform by one of the methods described in the Lease. You may not make payments of the Lease Fee or any other fee to use the Kitchen Space directly to a Commercial Kitchen, Property Owner or other third party. Provided that you remit payment of all amounts due related to the Lease through the Platform, the Commercial Kitchen will have recourse only against The Food Corridor for such payment, not you. If you dispute any charge taken by The Food Corridor, you must contact The Food Corridor within forty-five (45) days from the date of such charge by emailing firstname.lastname@example.org. The Food Corridor will determine in its sole discretion whether to issue you a refund of any amounts. Notwithstanding any statute of limitations to the contrary or contractual claims limitation provided herein, if you fail to contact The Food Corridor within the 45-day period, you will be ineligible for a refund.
Damages to Kitchen Space
As a Food Business, you are responsible for your own acts and omissions as well as those of your invitees, staff, hired help or other individuals to whom you provide access to the Kitchen Space (collectively, the “Guests”). As a Commercial Kitchen, you are responsible for your own acts and omissions and for the acts and omissions of your personnel and invitees, excluding the Food Businesses and their invitees (collectively, the “Host Parties”). When as a Food Business, you depart (your approved booking time ends) you must leave the Kitchen Space in the condition it was provided to you. If you fail to leave the Kitchen Space in the condition in which it was provided or damage was caused to the Kitchen Space or any property in which the Kitchen Space is located by any Guests, you will pay the actual cost for any fees for cleaning, repairing or replacing any such property. If a Commercial Kitchen or any of its personnel or invitees damage any personal property owned by a Food Business, or invitees, the Commercial Kitchen will pay the actual cost for cleaning, repairing or replacing any such property.
The Food Corridor has no responsibility or liability for any damage caused by either Host Parties or Guests. However, if either Commercial Kitchens or Food Businesses believes that the other party caused any damage to the Kitchen Space, personal property or other injury of either party, such party must contact The Food Corridor at email@example.com within forty eight (48) hours of learning of such circumstances, and provide evidence of the same, including photographs. The Food Corridor will provide the other party with notification of any such claim through the Platform and the primary email address attached to such party’s Food Corridor account and such party will be required to respond to such claim within forty eight (48) hours after notification. The Food Corridor will not be required to undertake any investigation of claimed damage, but if it determines to do so, Food Businesses and Commercial Kitchens agree to cooperate in good faith and provide The Food Corridor with all information and to take such actions as may be reasonably requested by The Food Corridor, with respect to any such investigation. The Food Corridor will not be liable for any damage or to compensate any party for any reason related to any damage, however if The Food Corridor determines in its sole discretion that a party is liable for any property damage, The Food Corridor will have the right to (i) report such party to law enforcement authorities, (ii) in the case of damage caused by a Food Business party, collect the replacement value of any property damage by applying the Deposit Fee, charging the Food Business’s credit card, or by charging or deducting through other payment methods, and (iii) suspend or terminate the applicable Food Corridor User Account. If The Food Corridor is unable to charge the credit card on file or otherwise collect payment from the party against whom the claim was made, such party agrees to remit payment for any damage to The Food Corridor. The Food Corridor will remit payment collected for damage under this paragraph less any The Food Corridor fees, if applicable, to the party claiming damage. The Food Corridor does not indemnify any party, including without limitation, Commercial Kitchens, Food Businesses for any damage, including but not limited to property damage or theft. All notifications and communications stated above in this paragraph must be provided through the System.
If you are a Food Business, you understand and agree that The Food Corridor reserves the right, in its sole discretion, to make a claim under your general liability, property damage, business owners’, renter’s or other insurance policy related to any damage or loss that you may have caused or been responsible for to a Kitchen Space or any personal or other property located in a Kitchen Space or the property in which it is situated. As a Food Business, you agree to cooperate with and assist The Food Corridor in good faith, and to provide The Food Corridor with such information as may be reasonably requested by The Food Corridor in order to make a claim under such insurance policies, including, but not limited to, executing documents and taking such further acts as The Food Corridor may reasonably request to assist The Food Corridor in accomplishing the foregoing.
You understand and agree that The Food Corridor does not act as an insurer or an agent of any type irrespective of whether The Food Corridor provides any guarantee. The Food Corridor recommends that Commercial Kitchens obtain insurance for their Kitchen Space in accordance with the recommendation of a reputable insurance provider. The Food Corridor also recommends that Food Businesses obtain insurance for their personal property and general liability insurance upon the recommendation of a reputable insurance provider. It is important that you carefully review any insurance policy that you have or obtain and be sure to understand all exclusions to such policies, and any deductibles that may be required, including, but not limited to, whether your insurance policy will cover the actions or omissions of Commercial Kitchens, Food Businesses or their guests and invitees, as applicable.
You understand and agree that appropriate governmental agencies, departments or authorities (the “Tax Authority”) where your Kitchen Space is located may require Taxes to be collected from You on the amount paid for the right to use and/or occupancy of accommodations, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these taxes may be required to be collected and remitted under various rules.
You as a Commercial Kitchen or Food Business understand and agree that you are solely responsible for determining (i) your applicable Tax reporting requirements, and (ii) the Taxes that should be included, and for including Taxes to be collected or obligations relating to applicable Taxes in Postings. You are also solely responsible for remitting to the relevant authority any Taxes included or received by you. The Food Corridor cannot and does not offer Tax-related advice to any Users. Each of You agrees to indemnify, defend and hold The Food Corridor harmless from and against any and all liabilities to, or claims from a Tax Authority due in connection with this Agreement.
Rules of Use
Each User is solely responsible for all User Content and compliance with any and all laws, rules and regulations that may apply to its use of the Platform. In connection with such use, you agree not to do any of the following and not to advocate, encourage, or assist any third party in doing any of the following:
- use manual or automated software, devices, scripts robots, offline readers, crawlers or other means or processes to access, “scrape,” “crawl” or “spider” or other such devices or technologies to access the Platform than a human could reasonably produce manually in the same period of time (except that The Food Corridor grants operators of public search engines a revocable right to use spiders to copy material for the sole purpose of making publicly available search indices);
- exploit, copy or use any component of the Platform for any commercial purpose other than as provided in this Agreement;
- infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights or compromise any person or entity’s contact or financial information;
- interrupt, tamper with, or otherwise interfere with or damage the Platform, or any computer software, hardware, servers or networks connected to the Platform, or telecommunications equipment, including without limitation, the use of viruses, bots, Trojan horses, worms, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing, or similarly harmful software agents;
- post any Kitchen Space you do not yourself own or have permission to Lease (without limiting the foregoing, you will not Post Kitchen Space as a Commercial Kitchen if you are serving in the capacity of a rental agent or posting agent for a third party) or that may not be Leased pursuant to the terms and conditions of an agreement with a third party, including, but not limited to, a lease, common interest community governing documents or regulations, or local law or ordinance;
- register for an Account on behalf of another individual or entity, other than one for which you are authorized or impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, or attempting to hide your identity;
- post any content that may constitute or contribute to any unlawful purpose;
- promote any illegal activity or criminal enterprise;
- violate any municipal, county, state, national, or other law or regulation, zoning restrictions or Tax regulations;
- Use any Commercial Kitchen in a manner that violates any applicable law, ordinance or regulation;
- as a Commercial Kitchen, post any false or misleading information, including price information that you do not intend to honor;
- abuse, stalk, defame, threaten, harass, or invade the privacy of any other User, encourage or act in any unlawful, vulgar, profane, defamatory, violent, obscene, hateful or ethically objectionable way, in The Food Corridor’s sole discretion;
- provide in any Post, a discriminatory preference based on race, color, sex or national origin, religion, familial status or handicap;
- use the Platform to identify a Commercial Kitchen or Food Business and then complete the transaction offline or otherwise recruit or solicit any User to join a third party platform or website that is competitive in any way to the Platform or The Food Corridor;
- modify, edit, copy, use, display, rent, lease, loan, sell, distribute, create derivative works of, mirror, reproduce, transmit, publicly display, publicly perform, adapt, publish, reverse engineer, reverse assemble, or frame any aspect of the Platform or any of The Food Corridor’s trademarks, trade dress, design marks or other proprietary information, including without limitation, the layout and design of any page included in the Platform, The Food Corridor’s source code or otherwise transfer any right or interest in the Platform, without The Food Corridor’s express written consent; or,
- circumvent any technological security measure implemented by The Food Corridor.
We have no obligation and do not routinely monitor User’s access to the Platform and do not review or edit any User Content, but have the right to do so for the purpose of operating the Platform, ensuring compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. The Food Corridor will have the right to investigate and take legal action to enforce its rights against anyone who in our sole discretion violates this provision or any other provision of this Agreement. In its sole discretion and without notice or liability for any reason, The Food Corridor may also (i) remove or disable Content or access to Content that deems is objectionable, offending, harmful or in violation of this Agreement, (ii) suspend or terminate any Account, and/or (iii) report any violations of this Agreement to law enforcement authorities. If your Account is terminated, you will continue to be bound by this Agreement. All Users agree to in good faith cooperate and provide The Food Corridor with information and to take such actions as we may reasonably request with respect to any investigation we undertake regarding use of the Platform.
The Food Corridor does not endorse any User, Kitchen Space or Posting by virtue of any Posting, use of the Platform by any User, or otherwise. The Food Corridor does not screen, review or confirm the accuracy of any User Content, including without limitation, User information or identity, The Food Corridor Account accuracy, or Posting veracity. You are responsible for determining the identity of others with whom you engage and suitability of the Kitchen Space you Lease via the Platform. We encourage you to communicate directly with Users of the Platform with regard to Postings or Leases entered into by you. By using the Platform, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of any Users or other third parties will be limited to claims brought against particular Users or third parties with whom you engage, directly or indirectly, and you will not attempt to impose liability on, or seek any legal remedy from The Food Corridor. Notwithstanding the above, this limitation on liability will not apply with respect to a claim against The Food Corridor by a Commercial Kitchen for the remittance of payments received by The Food Corridor from a Food Business on behalf of a Commercial Kitchen; such liability will be subject to the provisions of the “Limitation of Liability” Section below.
No Professional Advice
If the Platform or this Agreement provides professional information or recommendations (for example, regarding legal, insurance, financial or real estate), such information is for informational purposes only and should not be construed as professional advice. No decision or other action should be made on the basis of such information and no fiduciary or other privileged relationship exists between you and The Food Corridor. The Food Corridor recommends that you seek the advice of a licensed professional qualified to provide advice in such areas.
Ownership of Intellectual Property
All Intellectual Property Rights related to the Platform, The Food Corridor Content, and the technology and software underlying the Platform or distributed in connection therewith, are the exclusive property of The Food Corridor and its licensors. You acknowledge that You are not receiving any ownership interest in or to any of the foregoing, and no right or license is granted to You to use them apart from the rights to access the Platform granted under this Agreement. All trademarks, service marks, logos, trade names and any other proprietary designations of The Food Corridor used herein are trademarks or registered trademarks of The Food Corridor. All goodwill generated from the use of The Food Corridor’s trademarks will inure to the exclusive benefit of The Food Corridor. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of the parties who own them. The Food Corridor reserves all rights not expressly granted herein.
Content and User Content License
All Food Corridor Content and User Content is for informational purposes only. The Food Corridor has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Food Corridor Content or User Content. You are solely responsible for Your use of or reliance on any Food Corridor Content or User Content. Subject to your compliance with this Agreement, The Food Corridor grants you a personal, limited, non- exclusive, non-transferable, freely revocable license to access and view all Food Corridor Content and User Content solely for Your own personal and noncommercial purposes in connection with Your own use of the Platform. You will have no right to sublicense the License. You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Food Corridor Content or User Content; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Food Corridor Content or User Content; or (c) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Food Corridor Content or User Content. Except as stated in this Section, You are granted no other licenses or rights in or to any Food Corridor Content or User Content.
You will be permitted, in our sole discretion, to post, upload, publish, submit or transmit User Content to the Platform. The Food Corridor claims no ownership rights or interest in your User Content. With the exception of payment information, by providing the User Content through the Platform, you hereby grant to The Food Corridor a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, use, view, copy, modify, syndicate, distribute, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, make derivative works of and otherwise exploit such User Content on, through, or by means of the Platform or through any other channel in any format. You also grant each User of the Platform a non-exclusive license to access your User Content through the Platform and to use, reproduce, display and perform the same as permitted through the functionality of the Platform under this Agreement. Publishing your User Content through the Platform is not a substitute for registering it with the United States Trademark Office, United States Copyright Office or any other such agency or office.
The Food Corridor does not assume any liability for any User Content published by you or any other User of the Platform, or for any action, you take in reliance on the User Content published by any other User, including without limitation information contained in any Post. The Food Corridor assumes no responsibility for any User’s compliance with any law, rule or regulation with respect to such User Content.
Accordingly, you acknowledge and agree:
- you are solely responsible for all User Content that you make available through the Platform and the consequences of posting or publishing it, including photographs taken by The Food Corridor for your use;
- all User Content you provide will be accurate;
- you will maintain and update all User Content, including without limitation, as a Commercial Kitchen information regarding the remittance of payments to you;
- The Food Corridor does not screen any Content, but in its sole discretion, will have the right to do so and to remove any Content that violates this Agreement or is otherwise objectionable in its sole discretion;
- that the technical process and transmission of the Platform, including User Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices;
- The Food Corridor does not have any control over the conduct of Commercial Kitchens, Food Businesses or other Users of the Platform; and,
Additionally, you represent and warrant that:
- you either are the sole and exclusive owner of all User Content or you have all necessary rights to grant The Food Corridor the rights you agree to so grant herein with respect to such User Content;
- your User Content will not violate any law or the Intellectual Property Rights or other rights of any other person or entity;
- all of your User Content, including without limitation all information relating to any Post and Account Content is truthful and accurate and in compliance with all laws of the local, state and federal jurisdictions, including without limitation real estate laws; and,
- no Posting you provide on the Platform will breach any agreement or conflict with the rights of any third party.
The Food Corridor may establish general practices and limits concerning use of the Platform, including without limitation the maximum period of time that Postings, data or other Content will be retained by the Platform and the maximum storage space that will be allotted on The Food Corridor’s servers on your behalf. The Food Corridor will have no responsibility or liability for the deletion or failure to store any data or other Content maintained or uploaded to the Platform. You further acknowledge that The Food Corridor reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Links and Third Party Websites
The Platform may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by The Food Corridor, including without limitation offering products and services. You acknowledge and agree that by virtue of the fact that such TPSs are accessible through the Platform or maintain a presence therein, The Food Corridor does not endorse such TPSs and is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, services or products available from such websites or resources. You agree to abide by the terms and conditions, privacy policies and other terms of all TPSs.
TThe Food Corridor respects the intellectual property rights of artists and Content owners and ask that our Users do the same. If you believe that your copyrighted work which is accessible through the Platform has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify The Food Corridor as provided below. In its sole discretion, The Food Corridor will investigate claims of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act of 1998 (“DMCA”) and other applicable intellectual property laws.
A notification of claimed copyright infringement should be emailed to The Food Corridor’s Legal Department at firstname.lastname@example.org. You may also contact us by mail at:
The Food Corridor, LLC
Attn: Legal Department
242 Linden St
Fort Collins, Colorado 80524
The notification must be in writing and contain the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property;
- a description of the copyrighted work or other intellectual property you allege is infringed;
- a detailed description of where the claimed infringing material is located on the Platform (screenshots preferred);
- the complaining party’s address, telephone number, and email address;
- a statement by the claimant that they believe in good faith that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and,
- a statement, made under penalty of perjury, that the above information is accurate and that the claimant is the copyright or intellectual property owner or authorized to act on the owner‘s behalf.
In accordance with the DMCA and other applicable law, The Food Corridor has adopted a policy of limiting access to the Platform or terminating Users who it deems to be repeat infringers in its sole discretion.
Suspension and Termination
For any reason in its sole discretion, with or without cause or prior notice and without liability to you, The Food Corridor may suspend or terminate in whole or in part this Agreement, the Platform or your Account. The Food Corridor will not be liable to You or any third-party for any such suspension or termination. You will remain liable for any amounts due in accordance with this Agreement after any such suspension or termination relating to the period prior to the termination. You may cancel your Account at any time by sending an email email@example.com. If you cancel your Food Corridor Account, we may retain all Content you provided to the Platform, including without limitation, any product or Platform reviews. If your Food Corridor Account or this Agreement are cancelled, suspended or terminated, The Food Corridor will pay you, in accordance with this Agreement, any monies it determines in its sole discretion you are owed.
YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK. ADVICE OR INFORMATION, OBTAINED FROM THE FOOD CORRIDOR OR THROUGH THE PLATFORM, WILL NOT CREATE ANY WARRANTY OTHER THAN AS STATED IN THIS AGREEMENT. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE FOOD CORRIDOR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. THE FOOD CORRIDOR DOES NOT WARRANT THAT THE PLATFORM, ANY POSTING OR KITCHEN SPACE WILL (I) MEET YOUR REQUIREMENTS, (II) BE UNINTERRUPTED, SECURE, TIMELY, VIRUS-FREE OR ERROR- FREE; (III) BE ACCURATE, CORRECT, TRUTHFUL, OR RELIABLE; OR (IV) THE QUALITY OF ANY KITCHEN SPACE, PRODUCT, PLATFORMS, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS. YOU ARE SOLELY RESPONSIBLE FOR ANY ACTION YOU TAKE IN RELIANCE ON ANY CONTENT POSTED ON THE PLATFORM. THE FOOD CORRIDOR EXPLICITLY DISCLAIMS LIABILITY FOR ALL ACTS OR OMISSIONS OF ANY HOST, GUEST OR OTHER THIRD PARTY.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE EXTENT PERMITTED BY LAW, THE FOOD CORRIDOR AND ITS AFFILIATES, AGENTS, DIRECTORS, MANAGERS, MEMBERS, EMPLOYEES, SUPPLIERS, AND OTHER REPRESENTATIVES WILL NOT BE LIABLE FOR ANY RISK RELATED TO YOUR ACCESS AND USE OF THE PLATFORM OR CONTENT, YOUR POSTING OR BOOKING OF ANY KITCHEN SPACE, OR ANY INTERACTION BETWEEN YOU AND OTHER USERS OF THE PLATFORM.
WITHOUT LIMITING THE FOREGOING, THE FOOD CORRIDOR WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, AND WHETHER THE FOOD CORRIDOR HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING WITHOUT LIMITATION: (I) LOST PROFITS, USE, CONTENT, GOODWILL, PLATFORM INTERRUPTION, OR ANY OTHER INTANGIBLE LOSSES; (II) LOSSES RESULTING FROM COMPUTER DAMAGE, HACKING, TROJAN HORSES, DATA, BUGS, VIRUSES, TAMPERING, UNAUTHORIZED USE OF YOUR ACCOUNT OR USER CONTENT; (III) ANY ERRORS OR OMISSIONS IN ANY CONTENT; (IV) THE USE OF ANY CONTENT OR COMMUNICATIONS ACCESSED OR TRANSMITTED THROUGH THE PLATFORM, INCLUDING STATEMENTS OR CONDUCT OF ANY USER OR OTHER THIRD PARTY; (V) SPACE, GOODS, PLATFORMS, TRANSACTIONS ENTERED INTO THROUGH THE PLATFORM, DAMAGE TO PERSONAL OR REAL PROPERTY; (VI) ANY REPLACEMENT COSTS OF SUBSTITUTE GOODS OR PLATFORMS RESULTING FROM YOUR ACCESS OR USE OF THE PLATFORM; OR (VII) ANY DAMAGES FOR PERSONAL PROPERTY, BODILY INJURY OR EMOTIONAL DISTRESS RELATED TO THIS AGREEMENT, THE PLATFORM, OR CONTENT.
EXCEPT FOR OUR OBLIGATION TO PAY COMMERCIAL KITCHENS IN ACCORDANCE WITH THIS AGREEMENT, IN NO EVENT WILL THE FOOD CORRIDOR’S TOTAL LIABILITY TO YOU FOR ANY DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE GREATER OF (I) THE AMOUNT YOU HAVE PAID THE FOOD CORRIDOR IN THE 30 DAY PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO ANY CLAIM OF LIABILITY, OR (II) ONE HUNDRED DOLLARS ($100).
THE ABOVE LIMITATION OF LIABILITY MAY NOT APPLY IN ALL JURISDICTIONS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE. THE DISCLAIMERS INCLUDED IN THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
The Platform is developed and operated within the United States and the Content and materials included in the Platform are solely for the use by persons and entities located within the United States. The Application may not be exported and persons or entities who access or use the Platform from other jurisdictions are obligated to comply with United States and local laws and regulations. You are not permitted to use the Platform or post any Kitchen Space if you are, or the Kitchen Space is situated in a jurisdiction that the United States has an embargo against or has been designated by the U.S. Government as a “terrorist supporting” country, or if you are included on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List.
You agree to release, defend, indemnify and hold The Food Corridor and its affiliates and subsidiaries, and their licensors, officers, directors, managers, members, employees and agents, harmless from and against any claims, costs, liabilities, rights, damages, losses, and expenses, including, without limitation, reasonable attorney’s fees, arising from (i) your access or connection to, or use of the Platform, including all Content and User Content; (ii) your breach of this Agreement or a third-party right (including intellectual property rights); (iii) your interaction with any User, (iv) your violation of any law, rule or regulation; (v) the use or License of a Space by you, including, but not limited to any injuries, losses, or damages of any kind arising in connection with or as a result of the License, booking or use of a Space; or (vi) any other person or entity’s access or use of the Platform with your User login and password. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
This Agreement constitutes the entire and exclusive agreement between The Food Corridor and you regarding the Platform, Content, and any Postings, bookings or Licenses made through the Platform, and supersedes any prior agreements between you and The Food Corridor with respect to the same. The Food Corridor may modify this Agreement from time to time in its sole discretion and any such modifications will be binding upon each User and will act to modify any License effective as of the first day of the next Term after the date of such modification.
This Agreement and any agreements, rights and licenses created or granted herein may not be transferred or assigned by You, whether by operation of law or otherwise, without The Food Corridor’s prior written consent. Any attempted transfer or assignment without such consent will be null and void. The Food Corridor may assign or transfer this Agreement in its sole discretion, without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
All notices required to be provided to The Food Corridor under this Agreement will be provided by You in writing and shall be delivered by hand, certified U.S. mail (return receipt requested), or overnight delivery service (with confirmation of receipt) to The Food Corridor, LLC, 242 Linden St, Fort Collins, Colorado 80524 or the address for The Food Corridor set forth on the Site. All notices sent to The Food Corridor will be deemed to have been received by The Food Corridor upon confirmed receipt.
Any notices or other communications permitted or required hereunder by The Food Corridor, including those regarding modifications to this Agreement, will be in writing and given by The Food Corridor in its sole discretion (i) via email, (ii) regular mail, or (ii) by posting to the Site or via the Platform. For notices made by e- mail, the date of receipt will be deemed the date on which such notice is transmitted. The Food Corridor is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email or physical address you provide us.
If you feel that any User engaged in inappropriate behavior or acted illegally, you should immediately report such person to law enforcement authorities. In addition, please also notify The Food Corridor by emailing us with your police station and report number at firstname.lastname@example.org. Your report to us will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
Controlling Law and Jurisdiction
You agree that: (i) the Platform will be deemed to be solely based in the State of Colorado and the United States of America; and (ii) the Platform will be deemed to be a passive one that does not give rise to personal jurisdiction over The Food Corridor in jurisdictions other than the State of Colorado. This Agreement will be interpreted in accordance with the laws of the State of Colorado and the United States of America, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a state court located in Denver County, Denver, Colorado or a United States District Court, located in Denver, Colorado for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s intellectual property rights, as set forth below. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
If any dispute arises between you and The Food Corridor, you agree to contact us at email@example.com and attempt to resolve the dispute informally prior to filing any cause of action against The Food Corridor. If you and The Food Corridor are unable to resolve the dispute informally, you agree that any dispute, claim or controversy arising out of or relating to this Agreement or the Platform (collectively, “Disputes”) will be settled exclusively in the U.S. District Court for the District of Colorado (unless that court does not have subject matter jurisdiction to hear the dispute, in which case we will resolve our dispute exclusively in state court in Denver, Colorado), and each of us irrevocably submits to the sole and exclusive jurisdiction of these courts to hear any such dispute. The prevailing party in any such dispute will be entitled to recover its reasonable attorneys’ fees and costs Parties hereby mutually agree to waive jury trial for any dispute relating to this Agreement. The law applying to contracts made and fully performed in Colorado will govern this Agreement, without giving effect to conflict of law principles.
The failure of The Food Corridor to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of such right or provision. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Platform or this Agreement, must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this Agreement and any notice provided in electronic form hereunder, will be admissible in administrative or judicial proceedings to the same extent and subject to the same conditions as other business documents or records originally generated and maintained in printed form. Whenever this Agreement provides that The Food Corridor has a certain right, that right is absolute and you intend that The Food Corridor’s exercise of that right will not be subject to any limitation or review.
If you have any questions on this Agreement, please contact The Food Corridor at firstname.lastname@example.org.