[POPGRUB.COM – TERMS OF SERVICE]

Welcome to the Popgrub.com site (the “Site”) and Popgrub.com’s / hoodhang llc,] (“Popgrub”, “We” or the “Company”) professional chef listings (“Chefs”) and related services (the “Services”).  Each person that signs up as a member of the Site (“You” or “Member”) that wants to use or access the Service must accept these Terms of Service(collectively, “TOS”):  

  1. Essential Terms of Service
  2. General  Terms of Service
  3. Participating Chefs Terms of Service (applicable to participating Chefs)

BY REGISTERING FOR AND USING THE SERVICES, MEMBERS AND AGREE TO BE BOUND BY THESE TOS.

 Popgrub reserves the right to change any of the TOS or any policies or guidelines governing the Site or Service, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. All notice of changes to these TOS will be posted on the Site for 30 DAYS.  Members are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to Members.  EACH MEMBER’S CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING POPGRUB’S POSTING OF ANY CHANGES WILL CONSTITUTE THE MEMBER’S ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.  IF A MEMBER DOES NOT AGREE TO ANY CHANGES TO THESE TOS, S/HE SHOULD NOT CONTINUE TO USE THE SERVICES OR THIS SITE.

POPGRUB.COM ESSENTIAL TERMS OF SERVICE

Use License Granted to Members

Permission is granted to Members and any other user of this Site, to temporarily download one copy of the materials (information or software) on PopGrub.com for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license You may not:

  1. modify or copy the materials;
  2. use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
  3. attempt to decompile or reverse engineer any software contained on PopGrub.com, web site;
  4. remove any copyright or other proprietary notations from the materials; or
  5. transfer the materials, in whole or in part, to another person or website, or "mirror" the materials on any other server.

This license shall automatically terminate if you violate any of these restrictions and may be terminated by PobGrub  at any time for any reason.  For any significant or material (or continued) violation of these TOS, Popgrub may seek such legal redress against such breach of the terms and conditions of use as my be appropriate under the circumstances. Upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

Disclaimer: Popgrub Not  Responsibility for Chef Services -- Food Preparation & Consumption

  1. The materials on PopGrub.com site are provided "as is”.  PopGrub  makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Popgrub does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.
  2. We're just the middle man. PopGrub.com is a marketplace, enabling Chefs to provide Chef profiles and offer Services and arrange Events with Members . We simply provide a platform that helps our Members to discover some very talented Chefs in your local area and elsewhere. We do not, however, control or formally endorse any of the Chefs listed on the Popgrub.com Site. Nor can we guarantee the ingredient claims regarding meals prepared by Chefs through Services or Events.

    THE RESPONSIBILITY IS WHOLLY YOURS TO TAKE THE NECESSARY MEASURES TO PROTECT YOUR HEALTH AND SAFETY AND THAT OF OTHERS YOU MAY INVITE TO CHEF EVENTS TO SHARE MEALS PREPARED BY PARTICIPATING CHEFS.

  1. We understand that some people do have food allergies. You must understand, we are simply a facilitator and cannot guarantee any claims made by a Chef regarding the ingredients used in their meals. Member/Users concerned with food allergies need to be aware of this risk and must understand that we can not and do not screen the ingredients, health factors, or quality of any Chef-prepared food offered by way of Chef Services & Events through PopGrub.com.
  2. You understand and acknowledge that

  1. we do not control any Chefs listed on our site, or accept responsibility for any prepared food, its quality, or any physical harm such prepared food may cause
  2. any dealings you may have with our Chefs are at your own risk; We will not be liable for any physical injury, or any other loss whatsoever, resulting from your dealings with participating Chefs, including as a result of face-to-face meetings / Events with Chefs.  
  3. we will not be liable or responsible for any prepared food or services offered by our Chefs that is unhealthy or that is the cause of any injury to You or any of your invitees participating in any Chef Services or Events. We cannot monitor the quality, nutritional or health factors associated with food prepared by our Chefs , including any injuries or health issues that may arise in connection with any Chef Events or other Chef-provided Services which you may request.

Food-Related Laws -- The sale and distribution of food, and especially prepared food, may be governed by various international, federal, state and local laws and regulations. It is YOUR responsibility to ensure that you comply with these laws and regulations at all times. In addition, federal, state and local regulations mandate that food to be sold retail be prepared in a health inspected kitchen or at the Member's premises.  Members who want to use Chef Services, together with the Chefs themselves  agree to research and comply with these city, state and local laws and to obtain any necessary licenses or permits when required or advisable. That we facilitate transactions in your geographic location should in no way be taken as an endorsement of legality. It is up to you to conduct the necessary research and ensure compliance with relevant laws and regulations. We reserve the right to hold responsible violators liable, and Members and participating Chefs agree that you will indemnify Us, for any loss to Popgrub, as a result of any such violations.

Alcohol -- If alcohol is to be served at a Chef Event, it is the Member’s obligation to procure all alcohol and the bar setup necessary (e.g., olives, napkins, mixer, etc.) for the Event; however, Chef may assist Member in determining the amount and variety of beer, wine and liquor which may be appropriate given the nature of the Event, and food to be prepared / served by the Chef. While a Chef may assist a Member  in the serving of alcohol, this is done under the strict direction and control of the Member.  It is Member’s sole and absolute obligation to ensure those served are of legal age. Unless Chef  is expressly advised otherwise, it shall be presumed that all attendees at a Member –initiated Chef Event where alcohol is to be served have all been confirmed by Member to be of legal age. Member understands and agrees that Popgrub and the participating Chef will rely exclusively on Member’s active direction in regard to Member and his/her invitees’ use and consumption of alcohol.

ACCORDINGLY, IN NO EVENT SHALL POPGRUB, AND (AS APPLICABLE) POPGRUB'S  OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE, INCLUDING ANY CHEF, IN CONNECTION WITH THE USE OF THE SITE, CHEF SERVICES / EVENTS, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

IN NO EVENT SHALL POPGRUB'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED (A) THE AMOUNT PAID BY YOU TO POPGRUB OR A CHEF, IF ANY, OR (B) $100 (WHICHEVER IS LESS).

YOU AND POPGRUB AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS OF USE ARE MATERIAL, BARGAINED-FOR BASIS OF THIS AGREEMENT, AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT N THE DECISION BY EACH MEMBER AND PARTICIPATING CHEF TO UTILIZE THE POPGRUB SITE. YOU AND POPGRUB AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THESE TERMS OF USE ARE FAIR AND REASONABLE.

IF YOU ARE DISSATISFIED WITH THE SITE OR DO NOT AGREE TO ANY PROVISIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Noninterference with Popgrub Business.

Member agrees not to solicit or induce any Chef,  to terminate or breach any contractual or other relationship of Popgrub.com  with any Chef, which results in the Chef, through Member’s direct or indirect actions, performing services for a third party (i.e., not through Popgrub.com ) directly, or becoming associated with a company other than Popgrub.com  for the performance of substantially similar services as those provided by Chefs through Popgrub.com .  Each Member and Chef recognizes  that it is impossible to fix the damages for breach of this provision, due to a number of factors, including the dollar value on the type and quality of services provided by the departing Chef, the efficacy of any replacement found, the future profits lost to Popgrub.com , the foregone future gratuity and administrative fees, or and other commercial benefits and intangible enterprise value to  Popgrub.com.

As a result, the parties agree that if any Member breaches (or participates directly or indirectly in any breach )this provision of the TOS, and recognizing and agreeing that the terms contained in this provision are reasonable and necessary to protect and preserve the interests and franchise of Pogrub.com  in respect of and as embodied in its Chefs,  loss and damage will be suffered by breach any such covenants and agreements, in addition to other remedies available to it, Popgrub.com shall have the right to seek an immediate injunction and other equitable relief to prevent a breach or contemplated breach by a violating Member (including any participating third person associated with the breaching Member) of any terms of this provision, as well as Popgrub.com pursuing  any other available legal or equitable remedies.  

Force Majeure. Neither Popgrub nor participating Chefs shall be liable in connection with Chef Services and/or Events by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of foul weather, road blockages, power outages, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable control of Popgrub or the Chef.

POPGRUB.COM GENERAL TERMS OF SERVICE

 1. USE OF SERVICES

 Popgrub provides a platform for Members to view listings and profiles of third-party professional chefs (“Chefs”) and negotiate and complete transactions with Chefs for certain predetermined event services for professional chef services offered by the Chefs on their profile (“Chef Service”).  Popgrub grants Members a limited, revocable, non-exclusive license to access the Site and use the Service for each Member’s own personal use.  Use of the Service beyond the scope of authorized access granted to Members by Popgrub immediately terminates said permission or license.  Members understand that all chef listings, profiles or other materials posted on, transmitted through, or linked from the Service, are the sole responsibility of the Chefs from whom such profiles originated.  Members understand that Popgrub does not control, and is not responsible for Chef profiles made available through the Service.  Furthermore, the Popgrub site and Chef profiles available through the Service may contain links to other websites, which are completely independent of Popgrub.  Popgrub makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site.  Members agree that Members must evaluate, and bear all risks associated with, the use of any Chef profiles and that under no circumstances will Popgrub be liable in any way for any Chef profiles or for any loss or damage of any kind incurred as a result of the use of any Chef profiles posted, emailed or otherwise made available via the Service.

 2. BOOKING OF CHEF SERVICES; FEES; PAYMENT

 Members must book a Chef Service within the deadline of booking  of the date of an event.  

Once a Member chooses an event service offered by a Chef on his/her Chef profile, an email request will be sent to the Chef to determine his/her availability for the event.  Popgrub does not collect any payment information from the Member at this time.  The Chef will confirm his/her availability via an email sent through the Service, at which time the Member will have the opportunity to review the event details and confirm the pricing for the event.  It is the Member’s responsibility to review the confirmation email to verify the accuracy of the information relating to the Chef Service.  Once the Member confirms his/her/its reservation through the Service, the Member shall pay in full by providing credit card information and a billing address.  Popgrub will charge the Member’s card for the full amount of payment at that time.  Typically, all Member payments shall be held by Popgrub until the day of the event. For larger events, Popgrub may release a non-refundable security deposit to the Chef before the day of the event in order to cover the Chef’s expenses.  If the member is booking a seat at a ticked event and the minimum number of attendees is met, nobody is charged and the event will not occur.

Members must evaluate, and bear all risks associated with, the use of any Chef Service and that under no circumstances will Popgrub be liable in any way for any Chef Service or for any loss or damage of any kind incurred by a Member as a result of the use of any Chef Service or any failure of the Chefs to perform the Chef Service.

 If the Member cancels his/her/its reservation request, Popgrub will issue a refund in accordance with its cancellation policy.

 3. CANCELLATION POLICY

If you have to cancel your event up to two weeks before it is scheduled, you will be refunded the full amount minus our payment processor’s fees 2.8% - 3.5%.   Within one week of your event, you will be refunded the full amount minus our fee of 15% and our payment processor’s fees of 2.8% - 3.5%.   If you cancel your event within 72 hours of the event, you will forfeit the entire cost of the event. A reservation is not officially canceled until the Member receives a cancellation confirmation e-mail from Popgrub.  If the cancellation e-mail is not received, contact reservations@Popgrub.com.

 

4. PRIVACY AND INFORMATION DISCLOSURE

 Popgrub has established a Privacy Policy to explain to Members how their information is collected and used, which is located at the following web address: http://www.popgrub.com/info/legal.

 Each Member’s use of the Popgrub Site or the Service signifies acknowledgement of and agreement to our Privacy Policy.  Members further acknowledge and agree that Popgrub may, in its sole discretion, preserve or disclose a Member’s information, such as email addresses, IP addresses, timestamps, and other user information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce the TOS; respond to claims that contact information (e.g. phone number, street address) of a third-party has been posted or transmitted without their consent or as a form of harassment; protect the rights, property, or personal safety of Popgrub, its users or the general public.

 5. TERMINATION OF SERVICE

 Members agree that Popgrub, in its sole discretion, has the right (but not the obligation) to delete or deactivate a Member’s account, block a Member’s email or IP address, or otherwise terminate a Member’s access to or use of the Site (or any part thereof), immediately and without notice, for any reason, including, without limitation, if Popgrub believes that Members have acted inconsistently with the letter or spirit of the TOS.  Further, Members agree that Popgrub shall not be liable to any Member or any third-party for any termination of a Member’s access to the Site and the Site-provided Chef Services provided.  Further, Members agree not to attempt to use the Service after said termination.  

 6. PROPRIETARY RIGHTS;  INTELLECTUAL PROPERTY RIGHTS

Users of the Popgrub.com Site must agree to respect all intellectual property rights contained in the Site. This includes any text, software, photos, video, graphics, music, sounds, and other material and services that can be viewed by users on the Popgrub.com Site. When You register for use of the Site or “accept” the Terms and Conditions to visit the Site, You agree to comply with these rights. Breach of these conditions to use will result in termination of all Site privileges and may bring third party liability. Neither Popgrub  nor its affiliates warrant or represent that your use of materials displayed on, or obtained through, this site will not infringe the rights of third parties.  

Accordingly, the contents of the Site, including without limitation Chef profiles, recipes/menu ingredients and the form of Chef Services as presented on this Site, are all protected to the maximum extent permitted by copyright laws and international treaties. Chef profiles displayed on or through the Service are protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the site or the collective work, and/or copying or reproducing the sites or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of Popgrub. Members further agree not to reproduce, duplicate or copy Chef profiles from the Service without the express written consent of Popgrub, and agree to abide by any and all copyright notices displayed on the Service. Members may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Service. Without limiting the foregoing, Members agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Service. Pop Grub” is a trademark of hoodhang, llc

Copyrights protect works of art, photos, music, videos, writings and software, among other works from copying or distribution of any kind without permission of the owner. No registration is needed for copyright protection to apply. To respect copyright law, Popgrub requires Members uploading material to verify that it is their own original content. By taking advantage of the upload feature, Members confirm rights in the content and agree to allow Popgrub to host copies of the material on its servers and have the content appear on the Site. Users may not copy verbiage or images or sounds or content of any kind from the Site except as permitted by the content owner or Popgrub. Use of any content outside of the context of the Services provided on the Site requires a license from Popgrub. To notify Popgrub of a violation, please use the link near the content to flag it or send the specific information regarding the copyrighted work, registration, and the infraction to customerservice@popgrub.com.

If you or any user of this site believes its copyright, trademark or other property rights have been infringed by a posting on this site, you or the user should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed'

2. Identification of the copyrighted work claimed to have been infringed;

3. Information reasonably sufficient to permit us to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;

4. Identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit us to locate the materials;

5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and

6. A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Sec. 512(c), our Designated Agent for Notice of claims of copyright infringement can be reached as indicated below. Service of repeat infringers of copyright or of users about who repeat claims of copyright infringement are received will be terminated.

Designated Agent for Claimed Infringement:  Contact customerservice@popgrub.com.

You acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may immediately remove the identified materials from our site without liability to you or any other party and that the claims of the complaining party and the party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

Trademarks: Trademarks and Service marks are used to promote goods and Services. Use of Popgrub’s service marks requires a written license. Members must agree to represent that they own the right to use any trademarks or service marks that they incorporate into content on the Site. To notify Popgrub of trademark infringement on the Site, please email customerservice@popgrub.com. Nothing in these Terms of Use grants any license to use of Popgrub’s  or its affiliates’ marks.

Right of Publicity: The right of publicity protects a person’s name, signature or likeness from being used without permission. No items may be uploaded to the Site featuring celebrities or any other individual without proof of that individual’s permission. Please use the link near the content to flag this issue or address detailed complaints to customerservice@popgrub.com.

Trade Secrets/Proprietary Information: This is confidential and proprietary information of commercial value. The Site may not be used to post any such information from any third party.

7. DISCLAIMER OF WARRANTIES; RELEASE

 MEMBERS AGREE THAT USE OF THE POPGRUB SITE AND THE SERVICE IS ENTIRELY AT YOUR OWN RISK.  MEMBERS AGREE THAT INTERACTIONS WITH CHEFS FOUND ON OR THROUGH THE SERVICE, INCLUDING PAYMENT AND DELIVERY OF GOODS OR SERVICES, AND ANY OTHER TERMS, CONDITIONS, WARRANTIES OR REPRESENTATIONS ASSOCIATED WITH SUCH DEALINGS, ARE SOLELY BETWEEN MEMBERS AND THE CHEFS, REGARDLESS OF WHETHER POPGRUB ACTS AS AN INTERMEDIARY FOR MEMBERS’ COMMUNICATION WITH THE CHEFS OR MEMBERS’ PAYMENT FOR CHEF SERVICES AND EVENTS.  MEMBERS AGREE THAT MEMBERS WILL MAKE WHATEVER INVESTIGATION MEMBERS FEEL NECESSARY OR APPROPRIATE BEFORE PROCEEDING WITH ANY TRANSACTION WITH ANY CHEFS.  THE POPGRUB.COM  SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND.  ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS  ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.  TO THE FULLEST EXTENT PERMITTED BY LAW, POPGRUB DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE POPGRUB SITE, AND THE CHEF SERVICES.  TO THE FULLEST EXTENT PERMITTED BY LAW, POPGRUB DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE POPGRUB SITE OR THE SITES OR SERVICE, OR ACCESSED THROUGH ANY LINKS ON THE POPGRUB SITE.  TO THE FULLEST EXTENT PERMITTED BY LAW, POPGRUB DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THEPOPGRUB SITE OR THE SERVICE.  Members also waive all similar requirements in other jurisdictions.  Some jurisdictions do not allow the disclaimer of implied warranties.  In such jurisdictions, some of the foregoing disclaimers may not apply to Members insofar as they relate to implied warranties.

8. LIMITATIONS OF LIABILITY

BECAUSE POPGRUB IS NOT INVOLVED IN TRANSACTIONS BETWEEN MEMBERS AND CHEFS, IF A DISPUTE ARISES BETWEEN MEMBERS AND A CHEF, EACH MEMBER RELEASES POPGRUB (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted.  In such jurisdictions, some of the foregoing limitation may not apply to Members.


9. INDEMNITY

 Members agree to indemnify and hold Popgrub, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, harmless from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of a Member’s use of the Service, or a Member’s violation of the TOS, or a Member’s violation of any rights of another.

 10. GENERAL INFORMATION; MISCELLANEOUS

 The TOS constitute the entire agreement between Members, Chefs and Popgrub and govern each Member's and Chefs use of the Site and Chef Services, superseding any prior agreements between Members, Chefs,  and Popgrub. The TOS and the relationship between Members and Popgrub shall be governed by the laws of the State of New York, without regard to its conflict of law provisions. Members, Chefs, and Popgrub agree to submit to the personal and exclusive jurisdiction of the courts located within the county New York, New York. The failure of Popgrub to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. Members and Chefs agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Choice of Law and Forum. Any dispute arising between Popgrub and any Member or Chef from this TOS and Member use of Site and/or Chef Services,  shall be governed by New York State law regardless of any conflict of law provisions, including any laws that direct the application of another jurisdiction's laws, unless rights concerning intellectual property are at issue, in which case federal law shall apply. The parties expressly submit to the jurisdiction of New York in general, and specifically to the jurisdiction of the courts of New York County, New York for any action brought in state court. The parties expressly submit to the jurisdiction of the federal courts located in the Southern District of New York County in general, and the District Court located in New York, New York specifically, with respect to actions brought in federal court.

POPGRUB – PRIVACY POLICY

Popgrub provides this Privacy Policy to inform you of our policies and procedures regarding the collection, use and disclosure of personal information we receive from users ofwww.POPGRUB.com (the 'Site'). This Privacy Policy applies only to information that you provide to us through this Site.

 Popgrub reserves the right to change any of the terms and conditions contained in this Privacy Policy or any policies or guidelines governing the Site or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. All notice of changes to this Privacy Policy will be posted on the Site for thirty (30) days. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to You.

YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING POPGRUB’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS PRIVACY POLICY, DO NOT CONTINUE TO USE THE SERVICES OR THIS SITE. Unless otherwise defined in this Privacy Policy, terms used in this Privacy Policy have the same meanings as in our Terms of Service (http://www.Popgrub.com/terms).

 As used in this policy, the terms 'using' and 'processing' information include using cookies on a computer, subjecting the information to statistical or other analysis and using or handling information in any way, including, but not limited to collecting, storing, evaluating, modifying, deleting, using, combining, disclosing and transferring information within our organization or among our affiliates within the United States or internationally.

 1. INTERNATIONAL TRANSFER

 YOUR INFORMATION MAY BE TRANSFERRED TO - AND MAINTAINED ON - COMPUTERS LOCATED OUTSIDE OF YOUR STATE, PROVINCE, COUNTRY OR OTHER GOVERNMENTAL JURISDICTION WHERE THE PRIVACY LAWS MAY NOT BE AS PROTECTIVE AS THOSE IN YOUR JURISDICTION. IF YOU ARE LOCATED OUTSIDE THE UNITED STATES AND CHOOSE TO PROVIDE INFORMATION TO US, POPGRUB TRANSFERS PERSONAL INFORMATION TO THE UNITED STATES AND PROCESSES IT THERE. YOUR CONSENT TO THIS PRIVACY POLICY FOLLOWED BY YOUR SUBMISSION OF SUCH INFORMATION REPRESENTS YOUR AGREEMENT TO THAT TRANSFER.

 2. INFORMATION COLLECTION AND USE.

 Our primary goals in collecting information are to provide and improve our Site, services, features and content, to administer your Membership (together, the 'Service') and to enable Member/users to enjoy and easily navigate the Site.

 3. PERSONALLY IDENTIFIABLE INFORMATION.

 When you register with us through the Site and become a Popgrub Member and/or a Popgrub Chef (collectively “Popgrub Users”), when you choose to request a Chef, or when you wish to contact a Popgrub Member, we will ask you for personally identifiable information. This refers to information about you that can be used to contact or identify you ('Identity Information'). Identity Information includes, but is not limited to, your name, phone number, email address and home postal address, but does not include your credit card number or billing information. In order to process some of your transactions through the Site, we may also ask for your credit card number and billing information ('Billing Information') (Identity Information and Billing Information together, 'Personal Information'). However, if the address of a listing you post matches that of your credit card billing address, that address would be considered Identity Information. We use your Personal Information mainly to provide the Service and administer your inquiries.

 We also collect the other information that you provide as part of registration and the administration and personalization of your profile webpage (e.g., without limitation, zip code (on its own) and individual preferences or demographic information) ('Non-Identifying Information').

 We use your Personal Information (in some cases, in conjunction with your Non-Identifying Information) mainly to provide the Service, complete your transactions, and administer your inquiries.

 Certain Non-Identifying Information would be considered a part of your Personal Information if it were combined with other identifiers (for example, combining your zip code with your street address) in a way that enables you to be identified. But the same pieces of information are considered Non-Identifying Information when they are taken alone or combined only with other non-identifying information (for example, your demographic information). We may combine your Personal Information with Non-Identifying Information and aggregate it with information collected from other Popgrub Users (defined below) to attempt to provide you with a better experience, to improve the quality and value of the Service and to analyze and understand how our Site and Service are used. We may also use the combined information without aggregating it to serve you specifically, for instance to deliver a product to you according to your preferences or restrictions.

 We also use your Personal Information to contact you with Popgrub newsletters, marketing or promotional materials and other information that may be of interest to you.  If you decide at any time that you no longer wish to receive such communications from us, please follow the unsubscribe instructions provided in any of the communications or update your 'user preferences' information. (See 'Changing or Deleting Information,' below.) Please note that we may also use your Personal Information to contact you with information related to your use of the Service; you may not opt out of these notifications.

 4. LOG DATA.

 When you visit the Site as a Popgrub User, our servers automatically record information that your browser sends whenever you visit a website ('Log Data'). This Log Data may include information such as your computer's Internet Protocol ('IP') address, browser type or the webpage you were visiting before you came to our Site, pages of our Site that you visit, the time spent on those pages, information you search for on our Site, access times and dates, and other statistics. We use this information to monitor and analyze use of the Site and the Service and for the Site's technical administration, to increase our Site's functionality and user-friendliness, and to better tailor it to our visitors' needs. We also use this information to verify that visitors to the Site meet the criteria required to process their requests. We do not treat Log Data as Personal Information or use it in association with other Personal Information, though we may aggregate, analyze and evaluate such information for the same purposes as stated above regarding other Non-Identifying Information.

 5. COOKIES.

 Like many websites, we use 'cookies' to collect information. A cookie is a small data file that we transfer to your computer's hard disk for record-keeping purposes. We use cookies for two purposes. First, we utilize persistent cookies to save your registration ID and login password for future logins to the Site. Second, we utilize session ID cookies to enable certain features of the Site, to better understand how you interact with the Site and to monitor aggregate usage by Popgrub Users and web traffic routing on the Site. Unlike persistent cookies, session cookies are deleted from your computer when you log off from the Site and Service and then close your browser. Third party advertisers on the Site may also place or read cookies on your browser. You can instruct your browser, by changing its options, to stop accepting cookies or to prompt you before accepting a cookie from the websites you visit. If you do not accept cookies, however, you may not be able to use all portions of the Site or all functionality of the Service.

 6. WEB BEACONS

 Our Web pages contain electronic images known as Web beacons (sometimes called single-pixel gifs) and are used along with cookies to compile aggregated statistics to analyze how our site is used and may be used in some of our emails to let us know which emails and links have been opened by recipients. This allows us to gauge the effectiveness of our customer communications and marketing campaigns.

 7. EMAILING THROUGH A POPGRUB ACCOUNT

 As part of the Service, Popgrub Users may communicate with other Popgrub Users through use of the 'Contact Chef' feature on the site. Where Popgrub Users have selected the option of adding one or more email addresses to an online form, the message they create in the corresponding template will be sent from Popgrub to those email addresses on their behalf. These email addresses will be used only for the purpose of sending the email communication to the addressee.

 8. PHISHING

 Safeguarding information to help protect you from identity theft is a top priority of Popgrub. We do not and will not, at any time, request your credit card information, your account ID, login password, or national identification numbers in a non-secure or unsolicited e-mail or telephone communication. For more information about phishing, visit the Federal Trade Commission's website at http://www.ftc.gov.

 9. INFORMATION SHARING AND DISCLOSURE

 a. Overview – Popgrub is designed to allow Chefs to list their services which can be purchased by Popgrub Members. Services posted by Chefs, ratings and reviews of Chefs and Members, and the Profile Information (as defined below) of Chefs and Members, are visible to any visitor to the site. If a Chef and a Member enter into a confirmed transaction with one another (the Chef accepts the Member's request, and the Member's payment details are collected and processed), then the Member and the Chef's Identity Information are shared with each other in order to facilitate the event reservation. In no event is a Member's Billing Information shared with the Chef.

 b. Popgrub Members and Users – When you register through the Site and submit your Personal Information to create an account, Popgrub Users will see your first name and last initial ('Required Member Identifiers'). You can choose what other Personal Information you provide as part of your profile ('Other Member Information') (together, your 'Profile Information'). We will display your Profile Information in your profile page and elsewhere on the Site, and, with your prior permission, on third party sites. Any information you choose to provide as part of your profile should reflect how much you want other Popgrub Users to know about you. We recommend that you guard your anonymity and sensitive information and we encourage members to think carefully about what information about themselves they disclose in their profile pages. You can review and revise your profile information at any time.

 As a Chef, if you post an event service, we may publish that event service anywhere on the Site and may enable third parties to publish your event service on their site through the use of an HTML 'widget'. We may also display the geographical location of your event service in the form of a map so that Popgrub Members can see the general area and neighborhood of your listing, but your actual street address will not be disclosed until you enter into a confirmed transaction with a Popgrub Member. If you enter into a confirmed transaction with a Popgrub Member, you will have access to that Member's Identity Information, and that Member will have access to your Identity Information. Note that Members will never have access to your Billing Information.

 10. AGGREGATE INFORMATION AND NON-IDENTIFYING INFORMATION

 We may share aggregated information that does not include Personal Information and we may otherwise disclose Non-Identifying Information and Log Data with third parties for industry analysis, demographic profiling and other purposes. Any aggregated information shared in these contexts will not contain your Personal Information.

 11. SERVICE PROVIDERS

 We may employ third party companies and individuals to facilitate our Service, to provide the Service on our behalf, to perform Site-related services (e.g., without limitation, maintenance services, database management, web analytics and improvement of the Site's features) or to assist us in analyzing how our Site and Service are used. These third parties may have access to your Personal Information; if they do, this access is only so that they may perform these tasks on our behalf and they are obligated not to disclose or use it for any other purpose. We may also provide Personal Information to our business partners or other trusted entities for the purpose of providing you with information on goods or services we believe will be of interest to you. You can, at any time, opt out of receiving such communications. Third party vendors, including Google, use cookies to serve ads based on a user's prior visits to Popgrub. You can disable these specific cookies that track prior visits for the sake of follow-up advertising by opting out at http://www.google.com/privacy_ads.html.

 12. COMPLIANCE WITH LAWS AND LAW ENFORCEMENT

 Popgrub cooperates with government and law enforcement officials and private parties to enforce and comply with the law. We will disclose any information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal process (including but not limited to subpoenas), to protect the property and rights of Popgrub or a third party, to protect the safety of the public or any person, or to prevent or stop activity we may consider to be, or to pose a risk of being, any illegal, unethical or legally actionable activity.

 13. BUSINESS TRANSFERS

 Popgrub may sell, transfer or otherwise share some or all of its assets, including your Personal Information, in connection with a merger, acquisition, reorganization or sale of assets or in the event of bankruptcy.

 14. CHANGING OR DELETING YOUR INFORMATION

 All Members may review, update, correct or delete the Personal Information in their registration profile by contacting us at support@Popgrub.com or editing the relevant part of their profile. If you would like us to delete your record in our system, please contact us and we will attempt to accommodate your request if we do not have any legal obligation to retain the record. See below for privacy contact information.

 15. SECURITY

 Popgrub is very concerned with safeguarding your information. When you enter sensitive information (such as credit card number and/or social security number) on our registration or order forms, we encrypt that information using secure socket layer technology (SSL). We follow generally accepted industry standards to protect the personal information submitted to us, both during transmission and once we receive it. No method of transmission over the Internet, or method of electronic storage, is 100% secure, however. Therefore, we cannot guarantee its absolute security. If you have any questions about security on our Web site, you can contact us at support@Popgrub.com .

 We will make any legally required disclosures of any breach of the security, confidentiality, or integrity of your unencrypted electronically stored 'personal data' (as defined in applicable state statutes on security breach notification) to you via email or conspicuous posting on this Site in the most expedient time possible and without unreasonable delay, insofar as consistent with (i) the legitimate needs of law enforcement or (ii) any measures necessary to determine the scope of the breach and restore the reasonable integrity of the data system.

 16. LINKS TO OTHER SITES

 Our Site contains links to other websites. If you choose to visit an advertiser by 'clicking on' a banner ad or other type of advertisement, or click on another third party link, you will be directed to that third party's website. The fact that we link to a website or present a banner ad or other type of advertisement is not an endorsement, authorization or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information security policies or practices. We do not exercise control over third party websites. These other websites may place their own cookies or other files on your computer, collect data or solicit personal information from you. Other sites follow different rules regarding the use or disclosure of the personal information you submit to them. We encourage you to read the privacy policies or statements of the other websites you visit.

Further, We do not monitor or review the content of other party’s websites which are linked to from this website. Opinions expressed or material  appearing on such websites are not necessarily shared or endorsed by us and should not be regarded as the publisher of such opinions or material. Please be aware that we are not responsible for the privacy practices, or content, of these sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these sites. You should evaluate the security and trustworthiness of any other site connected to this site or accessed through this site yourself, before disclosing any personal information to them. This Company will not accept any responsibility for any loss or damage in whatever manner, howsoever caused, resulting from your disclosure to third parties of personal information.

 17. TESTIMONIALS

 With your consent we may post your testimonial along with your name. If you want your testimonial removed please contact us at support@Popgrub.com.

 18. OUR POLICY TOWARD CHILDREN

 This Site is not directed to children under 18. We do not knowingly collect personally identifiable information from children under 13. If a parent or guardian becomes aware that his or her child has provided us with Personal Information without their consent, he or she should contact us at support@Popgrub.com. If we become aware that a child under 13 has provided us with Personal Information, we will delete such information from our files.

 19. CONTACTING US

 If you have any questions about this Privacy Policy, please contact us at support@Popgrub.com.

PARTICIPATING CHEFS TERMS OF SERVICE

Participating Chefs, by providing Submissions (as outlined below) thereby and hereby agree to faithfully adhere to the terms of the TOS, and not to engage in any activities in the course of providing Chef Services & Events, which would compromise, or cause any Member to compromise, the terms of the TOS. Without limiting the foregoing, each Chef specifically agrees and acknowledges the following:

  1. Chef User License Grant to Popgrub. Each Chef  grants Popgrub, its affiliates, and related entities a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, copy, modify, display, archive, store, publish, transmit, perform, distribute, reproduce and create derivative works from all materials, images & Chef likenesses, food preparation-related and all other materials and information provided Popgrub by the Chef specifically for use and posting on the Site (collectively, “Chef Submissions” or  “Submissions”)  Members provided to Popgrub in any form, media, software or technology of any kind now existing or developed in the future. Without limiting the generality of the previous sentence, Members authorize Popgrub to include the Submissions  provided in a searchable format that may be accessed by users of the Sites. Members also grant Popgrub and its and related entities the right to use any Personally Identifiable Information (as that term is defined in Popgrub's Privacy Policy) included with any Submission in connection with the use, reproduction or distribution of such Submission. Members also grant Popgrub the right to use the Submission and any facts, ideas, concepts, know-how or techniques ("Information") contained in any Submission or communication you, as participating Popgrub Chef, send to Popgrub for any purpose whatsoever, including but not limited to, developing, manufacturing, promoting and/or marketing Chef Services & Events. You grant all rights described in this paragraph in consideration of your use and consent to posting of your Chef profile and Services & engaging/arranging Chef Events through Members’ accessing and contacting You, as Chef,  by reason of this Site, without compensation from Popgrub of any sort to you (other than by way of Popgrub acting as intermediary in facilitating Member payments to You for Your providing a Member Chef Services / Events) . Popgrub does, however, not claim ownership of Submissions.
  2. Chef as  Independent Contractor .  Chef agrees and acknowledges to Popgrub that Chef is acting in all matters concerning his/her relationship with Popgrub and Chef’s provisions of Services and Events – and manner of compensation – as an independent contractor, and not as (i) “employee” of Popgrub, or (ii) in partnership or joint venture with Popgrub.
  3. Disclaimer of Responsibility for Material. Members and Chef, by use of this Site and provision of Services and Events,  acknowledge and agree that Submissions are not endorsed by Popgrub, and do not represent the views of Popgrub or its affiliates, agents, officers or directors. Member acknowledge, and agree that Popgrub does not control all Submissions, and disclaims any responsibility for such Submissions. Popgrub specifically disclaims any duty, obligation, or responsibility, to review, screen, refuse to post, remove, or edit any Submissions. In addition, Popgrub does not represent or warrant that any other content or information accessible via the Site is accurate, complete, reliable, current or error-free including any menu/recipe content, product/service availability.  Popgrub assumes no responsibility or liability for any errors or omissions in the content of the Sites.

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