Terms and Conditions

Last updated: 08/05/22

The Food Corridor, Corporation

Last updated: 08/05/22

Contents Requirements Needed

General Terms of Use

Modification

Scope and Limitations of the Platform

Authority

Eligibility

Key Terms

Access to the Site

Access to Accounts

Commercial Kitchen Account Creation

Food Business Account Creation

Lease Agreement

Financial Terms

Financial Terms for Commercial Kitchens

Financial Terms for Food Businesses

Damage to Kitchen Space

Insurance

Taxes

Rules of Use

No Endorsement

No Professional Advice

Ownership of Intellectual Property

Content and User Content License

User Content

Links and Third Party Websites

Privacy

Suspension and Termination

No Warranty

Limitation of Liability

Foreign Jurisdictions

Indemnification

Entire Agreement

Assignment

Notices

Reporting Misconduct

Controlling Law and Jurisdiction

Dispute Resolution

General

Notice to Users of Certain States

Contacting TFC

Standard Lease/Licensing Agreement

The Food Corridor

General Terms of Use

Welcome to thefoodcorridor.com! The Food Corridor provides an online platform that connects commercial kitchens (kitchens licensed by their local health department to produce food) “Commercial Kitchens” who have kitchen assets “Kitchen Space” available for rent to connect with “Food Businesses” seeking to rent Kitchen Space. We provide tools for scheduling, booking, document storage, compliance tracking, invoicing, payment processing, and User communication between Commercial Kitchens and Food Businesses (collectively, the “Platform”). “The Platform” is accessible at app.thefoodcorridor.com and any other websites through which The Food Corridor, Inc. makes the Platform available (collectively, the “Site”). These General Terms of Use form an agreement (the “Agreement”) between The Food Corridor, Inc. (“The Food Corridor,” “TFC,” “us,” “our,” or “we”) and you individually, or if you represent an entity or other organization, that entity or organization (in either case “You”).

All access to and use of the Platform is subject to the terms of this Agreement, as may be amended from time to time without prior notice. 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, Inc. 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 Agreement”). 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.

Modification

The Food Corridor reserves the right, in its sole discretion, to modify or discontinue, temporarily or permanently, the Platform or this Agreement, including the Subscription Fees, Platform Fees, Chargeback Fees, and Dispute 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 manage their businesses by assisting Commercial Kitchens with 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.

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 ACCOUNT 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 ACCOUNTS 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.

Key Terms

“Account” 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.

“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 Fees less the Platform Fee, and if any, (i) Taxes required to be collected by The Food Corridor on behalf the Commercial Kitchen, (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 Software as a Service (SaaS) level subscription plan as outlined at www.thefoodcorridor.com that 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 ongoing administration of running the Platform, including payment processing fees. The Platform Fee may be changed from time to time. The current Platform Fee is 2% of a Food Business’s Lease Fee and Additional Fees for payments collected via the Platform through ACH, 4% for payments collected via the Platform through a credit card, and 8% for any payments made to Commercial Kitchens on the Starter Plan. Except as may otherwise be provided herein, the Platform Fee is non-refundable. Food Businesses paying their Commercial Kitchen manually (not collected via the Platform’s payment processing system) will incur a 2% Manual Platform Fee that is charged to the kitchen once the kitchen accrues more than $5.00 in fees, on a rolling monthly basis. If a Commercial Kitchen internalizes the Platform Fees, the kitchen is required to pay the Platform Fees. If a Commercial Kitchen externalizes the Platform Fees, the Platform Fees are added to the Food Business’s Fees and they are required to pay the Platform Fees.

“Preferred Listing” refers to a listing on The Kitchen Door that shows up first in the rankings. These listings are exclusively offered to Food Corridor clients that are on a monthly subscription and actively billing clients.

“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 and listing information, 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 Content 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 [email protected]. 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, current, or falls outside the intended User scope. 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 protected].

Commercial Kitchen Account Creation

As a Commercial Kitchen, you may upload Content for your Kitchen Space to the Platform and utilize the Platform to manage your existing Food Business customers’ booking, scheduling, and payment processing by selecting a Plan. Upon 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, your company culture, availability, occupant capacity, price per hour or monthly plans, and/or rules of use (“House Rules”); images; a unique password; and any additional information we may require. You may also choose to include eligibility requirements for Food Businesses to Lease your Kitchen Space, such as insurance coverage. The Food Corridor charges the selected Plan price for Account and listing creation, granting access to booking, scheduling, payment processing, and User communication tools provided to Commercial Kitchens as outlined at www.thefoodcorridor.com. Commercial Kitchens deem their own Lease Fees (based on hourly rates, monthly or longer term plans) and Additional Fees.

As a Commercial Kitchen, when you create a listing, you will be asked to provide the general Lease Fee you will charge Food Businesses. 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 able to charge hourly plans (pay as you go) as well as monthly plans that include a base number of hours at flat rate, plus hourly overage rates. All Lease Fees must include all anticipated costs including applicable Taxes that you 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 on a recurring basis and/or 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 a booking, we will message the Food Business through the platform with: (i) confirmation that the booking 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 approve or decline the Food Business’s request. If you approve the Food Business’s request, they will be notified through the Platform and email or text.

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 Account 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 Content you create. Accordingly, you represent and warrant that:

(i) the Kitchen Space is in compliance with all applicable laws and regulations, including without limitation, those related to local health licensing laws.

(ii) you are either:

(a) the Owner of any Kitchen Space you list, or, (b) have the right, authority or permission from the Property Owner to create an Account for 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, (c) 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 upon approval of the Commercial Kitchen on 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 establish Lease of a Kitchen Space, you must create an Account and add listing information for your Food Business through the Platform. When creating an account, you will 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. You will also be asked to request the respective Kitchen Space as your home kitchen. You should assure yourself that the Kitchen Space you are requesting 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 begin booking and use of a Commercial Kitchen, and to finalize the Lease, you will be required to: (i) confirm the Commercial Kitchen’s approval of your home kitchen request, (ii) provide names and contact information for additional Account Users, (iii) provide your payment information or otherwise be set to manual payment processing, and (iv) and verify your ACH account, if applicable. By providing your payment information, you are authorizing The Food Corridor to charge the Commercial Kitchen’s Lease Fee, Additional Fees, and/or The Food Corridor Platform Fee against your checking account, debit card or credit card.

After the Commercial Kitchen approves your request, you will receive confirmation through the Platform and will have the right to use the Kitchen Space in accordance with the Lease. 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 Additional Fees incurred by a Food Business including but not limited to cancellations, cleaning fees, laundry fees, parking fees, and/or storage fees.

Lease Agreement

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. The Food Corridor additionally recommends that the Commercial Kitchen maintain operating policies and procedures that are made available to Food Businesses as part of the Lease Agreement. Any Lease Agreements are between the Commercial Kitchen and Food Business, and not the responsibility of The Food Corridor.

Financial Terms

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 or checking account information, 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 for your selected service level plan (“Plan”) as outlined at www.thefoodcorridor.com, you gain access to the associated 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 Plan fees monthly in advance, on the day your account is created, and every month thereafter. You may also choose to pay your Plan fees annually. Contact [email protected] if you wish to pay annually in advance. If a subscription payment fails or is otherwise unpaid, The Food Corridor will contact the kitchen and charge any past-due subscription payments to the payment method on file until successful. A $25.00 service fee will be added to the outstanding balance for every month the subscription is past-due. We retain the right to cancel your subscription and deactivate your account if your subscription payment fails 3 times or continues to fail indefinitely.

You may cancel your Plan or additional feature subscription at any time with a written 30 days notice to our staff. Contact [email protected] to cancel your Plan. If your subscription billing date falls before the 30 day notice, you will be charged for the final month of service. All outstanding platform fees will be collected on the 1st of the following month. If you have an annual subscription that has been prepaid, you may cancel your plan with 30 days notice and we will refund 50 percent of the unused portion of your annual subscription.

The Plan pricing may be changed from time to time on not less than 30 days notice. Your use of the Platform after the effective date of the new Plan Pricing shall constitute your consent to the new pricing. The current Plan pricing for The Professional Plan is $229.00 USD ($293 CAD) per month plus 2-4% Platform Fees; the current pricing for the Annual Plan is $206.00 USD ($264 CAD) per month, billed annually, plus 2-4% Platform Fees; the current pricing for the Starter Plan is $49.00 USD ($63 CAD) per month, plus 8% Platform Fees; and the current pricing for The Per User Plan is $19 USD ($26 CAD) per Active User per month.

An Active User is considered a Food Business Account that is set to Active status or In Progress status at any point throughout that Commercial Kitchen’s 30-day subscription billing period.

If an account holder is not using the Platform to generate payments by a) setting calendar rates and/or User billing plans to $0.00; b) generating bills and processing payment outside the system; c) setting all active Users to “manual” and not recording payments; d) utilizing the core features of The Platform without setting the account to “live”; or e) other attempts to avoid paying for features rendered; the account will be set to the Per User Plan within the Commercial Kitchen’s 30-day subscription billing period. We retain the right to cancel your subscription and deactivate your account if we deem you are attempting to defraud the company of services rendered. In addition, we retain the right to collect for fees on past services rendered.

As a Commercial Kitchen, when you create an account, you will be required to set up a Stripe Connect Account through the Platform. This is how you will collect Net Lease Fees and Additional Fees paid by Food Businesses and if applicable, any other monies to be paid to you by The Food Corridor. Enter the address, employer identification number or social security number, and bank account to which you wish to receive these monies. 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 a Platform Fee of two percent (2%) or four percent (4%) of each Fee incurred by a Food Business. If You internalize the cost, your kitchen is required to pay the Platform Fees. If You externalize the cost, the Platform Fees are added to the Food Business’s Fees and they are required to pay the Platform Fees. Within two (2) to ten (10) days of successful payment of the Lease Fee and Additional Fees in Stripe, the Net Lease Fee and Additional Fees will be deposited into the Commercial Kitchen’s connected bank account via Stripe. 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.

Once a kitchen on a monthly or annual subscription is actively billing clients, they become eligible for a Premiere Listing on our sister site, www.thekitchendoor.com. If a client downgrades their subscription, cancels, or stops using our services, the Premiere Listing will automatically be downgraded to a Basic Listing.

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. The Commercial Kitchen will be charged the disputed amount plus any Additional Fees until the dispute is resolved. Should the dispute be resolved in favor of the Food Business, the Commercial Kitchen shall not collect the Lease Fee or Additional Fee. Should the dispute be resolved in favor of the Commercial Kitchen, and the Lease Fee or Additional Fee has been remitted to The Food Corridor, the amount shall be returned to the Commercial Kitchen.

Financial Terms for Food Businesses

As a Food Business, you will be required to pay the Lease Fee and Additional Fees as stated in writing by the Commercial Kitchen from whose Kitchen Space you are Leasing, plus a Platform Fee percentage if the Commercial Kitchen externalizes the Platform Fees.

To begin booking and Leasing the Commercial Kitchen, and to finalize the Lease, you will be required to: (i) confirm the Commercial Kitchen’s approval of your home kitchen request, (ii) provide names and contact information for additional Account Users, (iii) provide your payment information or otherwise be set to manual payment processing, and (iv) verify your ACH account, if applicable. To initiate the verification process of an ACH account, The Food Corridor may charge or deposit a nominal amount in your checking account, not to exceed one dollar ($1). By providing your payment information, you are authorizing The Food Corridor to charge the Commercial Kitchen’s Lease Fee, Additional Fees, and/or The Food Corridor Platform Fee against your checking account, debit card or credit card.

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. Any issues pertaining to such fees should be taken up directly with the Commercial Kitchen.

Upon use of the Kitchen Space or a mutually agreed time, you will be charged: (i) the Lease Fee for the Kitchen Space, (ii) a Platform Fee, if applicable, calculated as the Lease Fee * the applicable Platform Fee %, and (iii) if applicable, any Taxes and other Additional Fees. For single charges under $30.00 paid through the Platform by credit card or debit card, a $0.30 fee will be added on. You hereby authorize the collection of all amounts described above by the payment method you add 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 via The Food Corridor Platform, unless you are authorized by the Commercial Kitchen to manually make payments outside of the Platform, and the payment of the Net Lease Fee and Additional Fees will be deposited into the Commercial Kitchen’s bank account through Stripe.

All payments related to the Lease must be made through the Platform by one of the methods described in the Lease. You may choose to manually make payments related to the Lease 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.

Damages to Kitchen Space

The Food Corridor has no responsibility or liability for any damage caused by Commercial Kitchens, Food Businesses, or their Guests. The Food Corridor will not compensate any party for any reason related to any damage.

Insurance

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 requires that Commercial Kitchens obtain insurance for their Kitchen Space in accordance with the recommendation of a reputable insurance provider. The Food Corridor also requires 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.

Taxes

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. 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 use 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;

● list any Kitchen Space you do not yourself own or have permission to Lease (without limiting the foregoing, you will not list Kitchen Space as a Commercial Kitchen if you are serving in the capacity of a rental agent or listing 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 listing, 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;

attempt to circumvent the platform to generate bills (by either a) setting calendar rates and/or User billing plans to $0.00, by b) generating bills and processing payment outside the system by setting all active Users to “manual”, or by c) utilizing the core features of the The Platform without setting the account to “live”. If this occurs, the account will be set to the Per Client Plan within the Commercial Kitchen’s 30-day subscription billing period;

● 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.

No Endorsement

The Food Corridor does not endorse any User, Kitchen Space or listing by virtue of any listing, 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 listing 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 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. As a Commercial Kitchen, we grant you the right to use select Food Corridor logos that are available here for download (without alteration), during the term of this Agreement, to include on your website as a partner and/or to link to pages (such as the signup or login pages) within The Food Corridor Platform for the purpose of providing easy access to Food Business Users. 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 related 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.

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:

(i) 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; (ii) all User Content you provide will be accurate; (iii) you will maintain and update all User Content, including without limitation, as a Commercial Kitchen information regarding the remittance of payments to you; (iv) 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; (v) 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; (vi) 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:

(i) 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; (ii) your User Content will not violate any law or the Intellectual Property Rights or other rights of any other person or entity; (iii) all of your User Content, including without limitation all information relating to any listing 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, (iv) no Content 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 listings, 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.

The manner in which your information is used, stored, and disclosed by each TPS is governed solely by the policies of such TPS, and The Food Corridor will have no liability or responsibility for the privacy practices or other actions of any TPS. In addition, The Food Corridor is not responsible for the accuracy, availability, or reliability of any information, content, goods, data, opinions, advice, or statements made available in connection with any TPS. As such, The Food Corridor is not liable for any damage or loss caused, or alleged to be caused, by or in connection with use of or reliance on any content available through any TPS. The Food Corridor does not endorse or assume any responsibility for any TPS or advertisements, services, special offers, events, resources, products, or otherwise. If you access a TPS from the Platform, you do so at your own risk and understand that this Agreement and The Food Corridor’s Privacy Policy do not apply to your use of such sites.

The Food Corridor respects the intellectual property rights of artists and Content owners and asks 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 [email protected]. You may also contact us by mail at:

The Food Corridor, Inc. Attn: Legal Department PO Box 1314 Fort Collins, Colorado 80522

The notification must be in writing and contain the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property; 2. a description of the copyrighted work or other intellectual property you allege is infringed; 3. a detailed description of where the claimed infringing material is located on the Platform (screenshots preferred); 4. the complaining party’s address, telephone number, and email address; 5. 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, 6. 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 laws, 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.

Privacy We respect the privacy of our Users at The Food Corridor. You understand that by using the Platform you consent to the collection, use, and disclosure of your personally identifiable non-sensitive information and aggregate data as set forth in our Privacy Policy. By using the Platform, You consent to our collection and use of data and information you may provide to The Food Corridor or through the Platform as outlined therein. We also cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper means. You acknowledge and agree that you provide your personal information at your own risk.

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 with thirty (30) days notice by sending an email to [email protected]. 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 canceled, 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.

No Warranty

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 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 LISTING OR USE 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.

Foreign Jurisdictions

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 and Canada. 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 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.

Indemnification

You agree to release, defend, indemnify, and hold The Food Corridor and its affiliates and subsidiaries, and their licensors, officers, directors, managers, members, employees, contractors 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, and representation or warranty by you in 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.

Entire Agreement

This Agreement constitutes the entire and exclusive agreement between The Food Corridor and you regarding the Platform, Content, and any use or bookings 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 previous agreement, effective immediately upon such modification or receipt of notice.

Assignment

This Agreement and any agreements and rights 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.

Notices

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, Inc., 320 E Vine Dr, Ste 221, 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 email, 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.

Reporting Misconduct

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 [email protected]. 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.

Dispute Resolution

If any dispute arises between you and The Food Corridor, you agree to contact us at [email protected] 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.

General

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.

Contacting TFC

If you have any questions on this Agreement, please contact The Food Corridor at [email protected].