Terms of Use

Acceptance of Terms

Culinary Digital Inc., a Delaware corporation (“Culinary Digital,” “us,” or “we”), makes its Culinary Suite EssentialHub Inventory application https://inventoryapp.culinarysuite.com/ (together, the “Site”) available to you subject to the following Terms of Use (“Terms”), which may be updated by Culinary Digital from time to time without notice. These Terms are a binding contract between you and Culinary Digital. By using this Site and Culinary Digital’s services, you acknowledge that you have read, understood, and agree to these Terms. If you do not agree to the Terms, please do not use this Site. Please check these Terms periodically for changes. Your continued use of this Site following the posting of any changes to the Terms constitutes acceptance of those changes. You may not access or use the Site or services if you are not at least eighteen (18) years old. If you do not agree with all of the provisions of the Terms and our Privacy Policy, do not access and/or use the Site or services.

Privacy Policy

Any information including personal information (e.g., your name, address, telephone number, e-mail address) you transmit to this Site will be used by us in accordance with this Site’s Privacy Policy, which can be found here

The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under thirteen (13). We do not knowingly collect or solicit personally identifiable information from children under thirteen (13); if you are a child under thirteen (13), please do not attempt to create an account or send any personal information about yourself to us. If you believe that a child under thirteen (13) may have provided us personal information, please contact us at info@culinarysuite.com.

Use of the Site

Subject to the Terms, Culinary Digital grants you a limited, non-transferable, non-exclusive, license (without the right to sublicense) to use the Site solely for your personal, non-commercial use. Your use of the Site for any other purpose is permissible only upon the express prior written consent of Culinary Digital. Without limiting the foregoing, you may not: (a) use the Site in a commercial manner, including by distributing, transmitting or publishing the Site or any of its content; (b) interfere with others’ use of the Site; (c) impair the Site’s operation or interfere with or disrupt the servers or networks on which it operates; (d) infringe or interfere with Culinary Digital’s exercise of its intellectual property rights; (e) frame or otherwise co-brand the Site or any of its content; (f) deep-link to any portion of the Site; or (g) use the Site for any illegal purpose. We reserve the right in our sole discretion to terminate or restrict your use of the Site, without notice, for any or no reason, and without liability to you or any third party. In such event, we may inform your Internet service provider of your activities and take appropriate legal action.

You agree to provide accurate information and to use Culinary Digital’s services in an ethical, responsible and lawful manner. You agree that at all times you shall keep confidential, maintain and control all usernames and passwords used to limit your access to the Site, and that you are exclusively responsible for all activities that occur in connection with such usernames and passwords. You agree to immediately notify Culinary Digital of any disclosure to, or use of, any such usernames or passwords by any other individuals. Culinary Digital will not be liable for any loss or damage of any kind, under any legal theory, caused by your failure to comply with the foregoing obligations.

Site Content

You acknowledge and agree that Site contains certain information, such as text, graphics, images, links, and other material contained on this Site (collectively, “Site Content”) that is protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. You may not reproduce, distribute, republish, or retransmit any Site Content or materials posted on this site without the prior written permission of Culinary Digital. Except as expressly authorized by Culinary Digital, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or Site Content. Notwithstanding the above, you may print or download one copy of the Site Content or materials on this Site on any single computer for your personal, non-commercial use, provided you keep intact all copyright and other proprietary notices. Systematic retrieval of data or other Site Content from this site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from Culinary Digital is prohibited.

Third Party Sites/Information

This Site may provide links to, or information gathered from, other sites on the Internet. Culinary Digital makes no representations whatsoever about these sites or this information. Other sites linked to this Site may contain information or material that some people may find inappropriate or offensive. The provision of links to, or information gathered from, other sites on the Internet should not imply Culinary Digital’s endorsement of any such sites or any association between Culinary Digital and these other sites’ operators. These sites are not under the control of Culinary Digital, and you acknowledge that Culinary Digital, its affiliates, and its licensors are not responsible for the accuracy, legality, decency, copyright compliance, or any other content of, or gathered from, such sites. You also acknowledge that Culinary Digital, its subsidiaries, its affiliates, and its licensors shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on the content, goods or services available on or through any sites linked to this Site, or your transmission of information, including personal data, to third-parties through such other sites.

User Submissions

Anything you post, upload, share, store, or otherwise provide through the Site is your “User Submission.” For all User Submissions, you hereby grant Culinary Digital a royalty-free, perpetual, sublicensable, irrevocable, worldwide license to translate, modify (for technical purposes), reproduce, display, perform, distribute, and otherwise act with respect to such User Submissions, in each case to enable us to operate the Site. You understand that your User Submissions may remain fully viewable to other users even after you delete your account.

You represent, warrant, and agree that you will not contribute any User Submissions or otherwise use the Site in a manner that: (a) infringes or violates the intellectual property rights or any other rights of anyone else; (b) violates any law or regulation; (c) is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectional; (d) jeopardizes the security of your account or anyone else’s; (e) violates the security of any computer network; (f) runs any form of “spam” or process that interferes with the proper working of the Site;

Disclaimer of Warranties

The content on this Site is for informational purposes only. ALL CONTENT INCLUDING, WITHOUT LIMITATION, MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THIS SITE, IS PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE. THE CONTENT IS PROVIDED WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. CULINARY DIGITAL, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS COMPLETE, ACCURATE, RELIABLE OR CORRECT; THAT THIS SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THIS SITE IS SOLELY AT YOUR RISK. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THIS SITE IS DONE AT YOUR OWN DIRECTION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.

BY AGREEING TO USE THE SITE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT CULINARY DIGITAL IS NOT RESPONSIBLE FOR THE RESULTS OF YOUR DECISIONS RESULTING FROM THE USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, YOUR CHOOSING TO TAKE (OR NOT CHOOSING TO TAKE) A SPECIFIC COURSE OF ACTION BASED ON THE INFORMATION PROVIDED.

Culinary Digital does not control, review, or assume responsibility for the information provided by our clients through the Site. While our experience has been that clients generally strive to provide information that is accurate and up to date, we cannot guarantee that the information is correct or complete. The content of the Site is not intended as a substitute for discussions with you. The Site is intended to serve as a guide only. If you have any questions regarding the information on this Site, you should contact your service provider.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL CULINARY DIGITAL, ITS AFFILIATES, OR ITS LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, PUNITIVE, INCIDENTAL OR SPECIAL DAMAGES, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CULINARY DIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) INCLUDING, WITHOUT LIMITATION, ANY THAT RESULT FROM: (a) THE USE OF, OR INABILITY TO USE, THIS SITE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (c) YOUR RELIANCE UPON MENUS, FOOD ITEMS, DESCRIPTIONS, ALLERGEN LISTS POSTED ON THE SITE; (d) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (e) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (f) ANY OTHER MATERIAL RELATING TO THE SITE. CULINARY DIGITAL, ITS AFFILIATES AND ITS LICENSORS SHALL ONLY BE LIABLE TO THE EXTENT OF ACTUAL DAMAGES INCURRED BY YOU, NOT TO EXCEED THE PURCHASE PRICE RECEIVED BY CULINARY DIGITAL FOR THE SERVICE GIVING RISE TO THE LIABILITY. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CULINARY DIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES CULINARY DIGITAL’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. YOU UNDERSTAND THAT INFORMATION PROVIDED IN OR DISPLAYED ON THE SITE IS PROVIDED AS A GUIDE ONLY AND NOT AS A SUBSTITUTE WITH YOUR SERVICE PROVIDER. YOU ACKNOWLEDGE THAT CULINARY DIGITAL IS NOT THE SOURCE OF INFORMATION OR CONTENT ON THE SITE AND AGREE TO RELEASE US FROM ANY AND ALL RESPONSIBILITY FOR OR LIABILITY ARISING FROM SUCH SITE CONTENT.

Indemnity

You agree to indemnify and hold Culinary Digital and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including attorneys’ fees, made by any third party that arise from your use or misuse of this Site, or breach of any warranty, covenant, representation, or term contained in these Terms. Culinary Digital reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Culinary Digital in asserting any available defences.

Claims of Copyright Infringement

Culinary Digital respects the intellectual property rights of others, and requires that the people who use the Site do the same. It is our policy to respond promptly to claims of copyright infringement. If you believe that your work has been copied and is accessible on the Site in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information in writing:

• The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf;
• Identification of the copyrighted work that you claim has been infringed;
• Identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material;
• Your name, address, telephone number, and email address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement made under penalty of perjury that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
• Culinary Digital reserves the right to remove content alleged to be infringing without prior notice and at its sole discretion. Culinary Digital may also terminate a user’s account if the user is determined to be a repeat infringer. Culinary Digital’s designated copyright agent for notice of alleged copyright infringement appearing on the Site is: info@culinarysuite.com.

Modifications to Site

Culinary Digital reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, this Site or some or all of the services offered through the Site, with or without notice. You agree that Culinary Digital shall not be liable to your or to any third party for any modification, suspension, or discontinuance of the Site or some or all of the services offered through it.

Right of Denial

We reserve the right to deny service to any person or entity.

Non-Transferable

You shall not assign the Terms or your account without the express written consent of Culinary Digital. Any attempted assignment in violation of this provision shall be null and void.

Governing Law & Arbitration

These Terms shall be construed in accordance with, and all disputes hereunder shall be governed by, the laws of the Federal and State courts of New York applicable therein, excluding its conflicts of law rules.

READ THE FOLLOWING ARBITRATION PROVISION (“Provision”) CAREFULLY, IT LIMITS CERTAIN OF YOUR RIGHTS, INCLUDING YOUR RIGHT TO OBTAIN RELIEF OR DAMAGES THROUGH COURT ACTION.

Any and all claims, disputes, or controversies of any nature whatsoever (whether in contract, tort or otherwise, including statutory, common law, fraud (whether by misrepresentation or by omission) or other intentional tort, property, or equitable claims) arising out of, relating to, or in connection with (1) the Terms, the Privacy Policy, and/or your use of the Site; or (2) the validity, scope, interpretation, and enforceability of this Provision or the entire agreement (collectively, “Claims”) shall be resolved by binding arbitration. You expressly agree to submit all Claims to binding arbitration, and you understand and agree that neither you will have the right to go to court as an individual plaintiff, or as a member of a class. All Claims will be arbitrated on an individual basis and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in New York in accordance with the rules of the American Arbitration Act and judgment on the arbitration award may be entered into any court having jurisdiction thereof. The award of the arbitrator will be final and binding upon the parties without appeal or review except as permitted by New York law.

Cancelation and Termination

You are free to stop using the Site at any time by cancelling your account. You may do so by logging in Culinary Digital is also free to terminate (or suspend access to) your use of the Site or services, for any reason in our discretion, including your breach of these Terms. Culinary Digital has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Severability and Integration

The Terms, along with Culinary Digital’s Privacy Policy, constitutes the entire agreement between you and Culinary Digital with respect to this Site and supersedes all prior or contemporaneous communications and proposals, whether oral, written, or electronic, between you and Culinary Digital with respect to this Site. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

No Waiver

The failure by either party to enforce any provision of the Terms will not constitute a waiver of future enforcement of that or any other provision and such waiver will only be valid and in enforceable if made by the waiving party in writing.

Contact

If you have any questions about the Site, the Terms, the Privacy Policy, or the services Culinary Digital provides, please contact us: info@culinarysuite.com. If you have any questions about the content provided through the Site, please contact your Service Provider for more information.

Any communication received by us may be used by us in any manner, including, without limitation, reproducing, disclosing, and publishing such communication without compensation to you.