IDEFIX, INC. Terms of USE

1. Services

1.1 To the extent you use our Services or Site to offer and sell products, you are a “Provider” hereunder. To the extent you use our Services or Sites to view offerings by or purchase products from Providers, you are a “Consumer” hereunder.

1.2 MadChef provides advertising and marketing services to independently operated Providers on our Site and through our Services. The Services may permit you to communicate with Providers, Consumers, and other Users (as applicable) of the Services through a variety of means, including direct messaging and meetings.  

1.3 Providers are solely responsible for complying with all applicable laws, rules and regulations and standards, including but not limited to those pertaining to the preparing, sale of, marketing, and packaging of all products ordered through MadChef, and updating your respective product or ordering information, availability, and pricing, in each case as applicable. MadChef is not liable or responsible for the accuracy of any content posted by any User, including Provider’s offerings or Consumer’s orders. Each Provider is solely liable for the quality, safety, and freshness of its products, and MadChef does not verify the credentials, representations, products, services or prices offered by the Providers, and does not guarantee the quality of the product or services, or that any Provider or Provider product or service complies with applicable laws. MadChef is not liable or responsible for any products or services provided by Providers that are a cause of injury or that are unacceptable to or do not meet a Consumer’s expectations in any manner. 

1.4 Consumers are solely responsible for complying with all applicable laws, rules and regulations and standards, including but not limited to those pertaining to the purchase of products through MadChef and payment therefor. MadChef is not liable or responsible for ordering decisions. Each Consumer is solely liable for the order and payment of any products, and MadChef does not verify nor guarantee Consumer’s credentials, representations, or ability to pay Provider. MadChef is not liable or responsible for any acts or omissions of any User.

1.5 The Services may leverage third party services (which may include third party apps, third party databases, and the like) (“Third Party Components”). MadChef has no responsibility or liability for any act, omission, or occurrence that is at all associated with any Third Party Component or third party services, and your use of any Third Party Component shall be subject to the terms and conditions applicable thereto.

1.6 MadChef may charge fees for use of the Services (“Fees”), which shall be due and payable in such amounts and at such times as are described in the Services from time to time. You acknowledge and agree that all aspects of purchases beyond the Services that we provide, as well as all engagement and interactions between each Provider and you, are solely the responsibility of the respective Provider.

1.7 MadChef may use a third party payment service to process your payment of Fees. By submitting your payment account information, you grant us the right to store and process your information with the third party payment service and agree that we will not be responsible for any failures of the third party to adequately protect such information. The processing of payments will be subject to the terms, conditions and privacy policies of such third party payment service in addition to this Agreement.

1.8 Purchases and payment transactions with Providers that you make through our Services are transactions between you and the Provider only, not with MadChef or any of our affiliates. We are not the seller of any product or service offered by Providers and are not a party to any payment transaction facilitated through the Services. 

2. User Information

2.1 You agree to our Privacy Policy located at www.madchef.com (“Privacy Policy”), which describes our collection, use and disclosure of data and information in connection with the Services. We may update our Privacy Policy from time to time, in accordance with its terms. Our Privacy Policy is expressly incorporated into this Agreement, and by using the Services you agree to the collection, use and disclosure practices in our Privacy Policy. 

2.2 You must open an account with us (an “Account”) to use the Services. During registration, we will ask you for information, including your name, email and other information. You must provide accurate and complete information in response to our questions and you are solely responsible for keeping that information current. In order to create your Account you will be required to set a password. You agree that you are responsible for keeping your password confidential and secure, and further understand that you are solely responsible and liable for any activities that occur under your Account. We will assume that if your login or payment method are used to access the Services, the User has the legal authority to use such login or payment method.

2.3 You may provide to MadChef or to other Users information about yourself in connection with your use of the Services (collectively the “User Information”). You acknowledge and agree that you are free to share — or not share — User Information in connection with your use of the Services, and that to the extent you choose to provide User Information to us or to other Users, you do so with full understanding of (i) our rights to use such information under this Agreement (including for purposes of delivering and improving the Services) and (ii) the fact that we do not control third parties such as other Users.  

2.4 By providing User Information, you acknowledge and agree that you may receive emails, phone calls, text messages, push notifications, or other communications from us or from other Users regarding the Services or about your use of our Services, and you may also receive marketing materials from us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically shall be deemed to satisfy any legal communication requirements to the extent permitted under applicable law. These communications may contain User Information or information from other Users. To opt out of receiving any marketing communications from us, please follow the unsubscribe link in the applicable correspondence. Note that you may continue to receive communications related to the Services. 

2.5 Except as necessary to provide the Services and operate our Sites, we agree to keep the User Information confidential and not to disclose it to any third party. Notwithstanding the foregoing, we shall have no obligation of confidentiality whatsoever to the extent the User Information (i) is or becomes generally available to the public through no act or omission of MadChef, (ii) was in MadChef’s lawful possession prior to the disclosure, (iii) is lawfully disclosed to MadChef by a third party without restriction on disclosure, or (iv) is disclosed by operation of law.  

2.6 You hereby grant to MadChef a perpetual, irrevocable, royalty-free, worldwide right and license to copy, display, make derivative works of and otherwise use your User Information to provide the Service and to develop or improve any MadChef product or service (subject in all respects to MadChef’s confidentiality obligations in Section 2.5).

3. Ownership; Proprietary Rights

3.1 The Services are owned and operated by MadChef. All content and all other elements (whether written or otherwise) of the Services (collectively, the “Materials”), as well as their selection and arrangement, and all intellectual property and other rights relating to Materials, are the property of MadChef. You agree not to directly or indirectly sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.

3.2 You may provide feedback, ideas and suggestions to MadChef (collectively, “Suggestions”). If you provide any Suggestions, you agree that: (i) your Suggestion(s) become our property and you are not owed any compensation in exchange; (ii) none of the Suggestion(s) contain confidential or proprietary information of any third party; (iii) we may use or redistribute Suggestion(s) for any purpose and in any way; (iv) there is no obligation for us to review your Suggestion(s); and (v) we have no obligation to keep any Suggestions confidential.

4. Suspension; Violations; Termination

4.1 You agree that MadChef may suspend or terminate your use of any Services or any portion thereof at any time, for any or no reason, and you agree that MadChef will not be liable to you or any third party for any such termination. You acknowledge and agree that MadChef has invested in finding and engaging Providers as part of the Services, and therefore that use of the Providers outside of the Services (or other contact with the Providers that is intended to, or has the effect of, avoiding Fees that would otherwise be payable) will cause substantial harm to MadChef for which monetary damages may be assessed, but for which monetary damages alone may not be sufficient. Any suspected inappropriate, fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies MadChef may have at law or in equity.

4.2 Upon termination of your Account you lose all access to the Service and any portions thereof, including, but not limited to, your Account. In addition, we may delete all information and data stored in or as a part of your Account including, but not limited to, data files, email, and preferences without further liability. 

5. Disclaimers; No Warranties

5.1 THE SERVICES ARE MADE AVAILABLE “AS IS”, “AS AVAILABLE”, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. MADCHEF DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. MADCHEF DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

5.2 We cannot and do not assure that other Users are or will be complying with the limitations on use and rules of conduct or any other provisions of these Terms, and, as between you and us, you assume all risk of harm or injury resulting from any such lack of compliance. We do not assume any obligation or liability with respect to any disputes between Users. We are not liable or responsible for performance by any User.

6. Indemnification

You agree to indemnify, defend, and hold MadChef (and its affiliated companies, contractors, employees, director, officers, and agents) harmless from any and all claims, suits, actions, losses, costs, damages, and any other liabilities, including attorneys’ fees, brought by a third party arising out of or related to (i) your use or misuse of the Services generally; (ii) any violation of the rights of any other person or entity by you; (iii) any breach or violation by you of this Agreement. MadChef reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. 

7. Limitation of Liability and Damages

7.1 YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL MADCHEF (OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, DIRECTORS, OFFICERS, OR AGENTS) BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, RELIANCE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, EVEN IF MADCHEF OR A MADCHEF AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 7 WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL MADCHEF (OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, DIRECTORS, OFFICERS, OR AGENTS’) TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), WARRANTY OR OTHERWISE) EXCEED THE GREATER OF (i) THE FEES PAID UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY AND (ii) FIFTY U.S. DOLLARS ($50).

7.2 APPLICABLE LAW IN YOUR STATE MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT MADCHEF’S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR STATE.

10. Disputes

10.1 This Agreement, and any dispute between you and us, shall be governed by the laws of the Commonwealth of Massachusetts without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction, except that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions set forth below. Unless you and we agree otherwise, in the event that Section 10 is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt out of arbitration or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state court located in Suffolk County, Massachusetts or a federal court located in Boston, Massachusetts, except that you or we are permitted (i) to bring small claims actions in state court in the county in which you reside if such court has a small claims procedure; (ii) to bring claims for injunctive relief in any court having jurisdiction over the parties; or (iii) to seek enforcement of a judgment in any court having jurisdiction over the parties. To the extent permitted by law, you and we agree to waive trial by jury in any court proceeding.

10.2 Except for items (i)-(iii) set forth in Section 10.1, you agree that all disputes between you and us (whether or not such dispute involves a third party) arising out of or relating to this Agreement, our Services and/or our Privacy Policy shall be finally resolved by arbitration conducted in the English language in Boston, Massachusetts, U.S.A. under the Commercial Arbitration Rules of the American Arbitration Association (AAA) and you and we hereby expressly waive trial by jury. You and we shall appoint one arbitrator mutually agreed upon by you and us or, if you and we cannot agree within thirty (30) days of either party’s request for arbitration, such arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, application may be made to any court for a judicial acceptance of the award or order of enforcement. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with this Agreement.

10.3 Any claims brought by you or us must be brought in that party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this Agreement. You hereby waive any and all rights to bring any claims related to this Agreement and/or our Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on your own behalf.

10.4 You may opt out of arbitration. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within thirty (30) days after the date that you first accepted this Agreement. The opt out notice must state that you do not agree to arbitrate and must include your name, address, phone number, your Account to which the opt out applies and a clear statement that you want to opt out of arbitration. You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt out of arbitration. You must use this address to opt out: support@madchef.com.

10.5 Notwithstanding any provision in this Agreement to the contrary, you and we agree that if we make any change to the arbitration procedures (other than a change to any notice address or link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to remove the arbitration procedures from this Agreement, such removal shall not be effective until thirty (30) days after the version of this Agreement not containing the arbitration procedures is posted to our Site, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal. This agreement to arbitrate will survive the termination of your relationship with us.

11. Miscellaneous

11.1 Severability, Waiver. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.

11.2 Notices. MadChef may provide you with notices, including those regarding changes to this Agreement, by email, regular mail or postings provided through any Services. You must provide notice to MadChef by email or regular mail using the information on the Site.

11.3 Assignment. This Agreement and any rights and licenses granted hereunder may not be transferred or assigned by you. MadChef may at any time, for any reason and without restriction, transfer or assign this Agreement and the obligations contained in this Agreement to a third party. You hereby acknowledge and agree that if another company acquires MadChef or substantially all of our assets (by sale, merger, or otherwise), that transaction may include a sale or transfer of your User Information and you agree to such transfer without further action or confirmation.

11.4 Survival. Any and all provisions related to or regarding limitation of liability, disclaimers, and indemnification, as well as any other provisions which by their nature are intended to survive expiration or termination of this Agreement, hereby do survive any expiration or termination of this Agreement or any termination of your use of access to any Services.

11.5 Headings; Entire Agreement. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof. The word “including” means “including without limitation”. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing, signed by both you and MadChef, or in accordance with Section 11.7 below.

11.6 Claims. YOU AND MADCHEF AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO ANY SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

11.7 Modification. We may change, modify, add or remove portions of this Agreement (each, an “Update”) at any time and in our sole discretion upon notice to you, and such Updates will be effective immediately. If we make Updates to this Agreement, we will change the “Last Updated” date above, which shall constitute notice to you. Your continued use of the Services is deemed to confirm your acceptance of the Update. We encourage you to frequently review this Agreement to ensure you understand the latest terms and conditions associated with use of the Services. If you do not agree to the Update, you must discontinue using the Services.