Last Updated: January 5, 2016
Grazer Labs, Inc., d/b/a Homemade, or our subsidiaries or other affiliates (collectively, "Homemade", “We”, or “Us”) connects local chefs (each a "Chef") with users (collectively “Members”) through an online platform (the "Services") allowing Chefs to provide information about meal and food items (the “Meals”) and users to purchase and pickup or have delivered the Meals prepared by Chefs. By using the Services, you agree to be bound by these Terms and all of the terms incorporated herein by reference. If you do not agree to these Terms, you must not access or use the Services.
These Terms expressly supersede any prior agreements or arrangements with you. Homemade may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time, for any reason or no reason.
Homemade may amend the Terms related to the Services from time to time. Amendments will be effective upon Homemade posting such updated Terms at this location or the amended policies or supplemental terms on our Services. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.
THE SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH LOCAL CHEFS MAY CREATE MEAL LISTINGS AND USERS MAY LEARN ABOUT THE MEAL LISTINGS AND SCHEDULE PURCHASE AND PICKUP OR DELIVERY OF THE MEAL(S). YOU ACKNOWLEDGE THAT HOMEMADE DOES NOT PROVIDE FOOD SERVICES OR FUNCTIONS AS A BUSINESS THAT SELLS FOOD AND BEVERAGES. YOU UNDERSTAND AND AGREE THAT HOMEMADE IS NOT A PARTY TO ANY AGREEMENT ENTERED INTO BETWEEN CHEFS AND USERS. HOMEMADE HAS NO CONTROL OVER THE CONDUCT OF CHEFS, USERS AND HOMEMADE ACCOUNT HOLDERS OF THE SERVICES AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.
CHEFS SHOULD UNDERSTAND HOW THE LAWS, RULES AND/OR REGULATIONS WORK IN THEIR RESPECTIVE STATES AND CITIES (COLLECTIVELY, "JURISDICTIONS"). SOME JURISDICTIONS HAVE LAWS, RULES AND/OR REGULATIONS THAT MAY LIMIT A CHEF'S ABILITY TO PROVIDE MEALS AND/OR FOOD SERVICES. THESE LAWS, RULES AND/OR REGULATIONS CAN BE PART OF A JURISDICTION'S ADMINISTRATIVE, AGRICULTURE AND/OR HEALTH CODES. IN MANY JURISDICTIONS, CHEFS MUST REGISTER, GET A PERMIT, AND/OR OBTAIN A LICENSE BEFORE PROVIDING MEALS OR ENGAGING IN AND/OR PROVIDING THE SERVICES. CERTAIN JURISDICTIONS MAY PROHIBIT CHEFS FROM ENGAGING IN AND/OR PROVIDING THESE SERVICES ALTOGETHER. STATE AND LOCAL GOVERNMENTS VARY GREATLY IN HOW THEY ENFORCE THESE LAWS, RULES AND/OR REGULATIONS. PENALTIES MAY INCLUDE FINES OR OTHER ENFORCEMENT. CHEFS SHOULD REVIEW ALL STATE AND LOCAL LAWS, RULES AND REGULATIONS BEFORE USING THE SERVICES.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE WEB SITE, APP OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE WEB SITE, VIA THE APPLICATION OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SERVICE OR HAVE A HOMEMADE ACCOUNT. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE WEB SITE, APP AND SERVICES.
You acknowledge and agree that you alone are responsible for any and all Meals that you provide through the Web Site, App and Services. Accordingly, you represent and warrant that any Meal you post and any Meal provided by Chef via the Web Site, App and Services will be in compliance with all applicable laws, tax requirements, and rules and regulations that may apply to any Meals listed or included via the Service, Web Site and App that you post (including having all required permits, licenses and registrations). Please note that Homemade assumes no responsibility for a Chef's compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. You acknowledge and agree that as a Chef you are responsible for your own acts and omissions. Homemade reserves the right, at any time and without prior notice, to remove or disable access to any Meals posted for any reason, including Meal postings that Homemade, in its sole discretion, considers objectionable for any reason, in violation of these Terms or otherwise harmful to the Web Site, App or Services.
The Services are not targeted toward or intended for use by anyone under the age of 18. By using the Services, you represent and warrant that you (a) are 18 years of age or older, (b) are a legal resident of the United States, (c) have not been previously suspended or removed from the Services, or engaged in any activity that could result in suspension or removal from the Services, (d) do not have more than one Homemade Account, and (e) have full power and authority to enter into these Terms and in so doing will not violate any other agreement to which you are a party.
TERMS OF SALE
You must not use the Service for any unlawful purpose. All information you provide through your Homemade Account, whether on our Services or to a third party, must be truthful, accurate and current. You shall correct any information that is no longer accurate or current. You must not “stalk” or otherwise harass another Member or any other person. You must not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.
Homemade makes a significant effort to require Chefs to describe each Meal accurately on our Services. However, since the Meals are prepared by Chefs and not Homemade, occasionally a Meal that you receive may not look or taste exactly how it was described or depicted to you. You understand that this is normal, and you agree to accept such a Meal, regardless of variation from its description or depiction. We cannot and do not guarantee the accuracy of any description or depiction of any Meal. We reserve the right to change or update any such description or depiction and to correct errors, inaccuracies, or omissions at any time without giving you notice.
Homemade does not endorse any Chef or Meal and Homemade does not represent that a Meal is suitable or safe for your consumption. By using the Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Member or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Homemade with respect to such actions or omissions.
LICENSE TO ACCESS AND USE THE SERVICES
Unless otherwise indicated in writing by us, the Web site, the App and all content and other materials contained therein, including, without limitation, the Homemade logo and all designs, text, graphics, pictures, information, data, software, sound files, User Content (as described herein), other files and the selection and arrangement thereof (collectively, the “Content”) are the proprietary property of Homemade or our licensors or users, as applicable, and are protected by U.S. and international copyright laws.
Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable license to access and use the Services. However, such license is subject to these Terms and does not include any right to (a) sell, resell or use commercially the Services and the Contents, (b) distribute, publicly perform or publicly display any Content, (c) modify or otherwise make any derivative uses of the Services or Content, or any portion thereof, (d) use any data mining, robots or similar data gathering or extraction methods, (e) download (other than the page caching) any portion of the Services or Content, except as expressly permitted by us, and (f) use the Services or Content other than for their intended purposes, which shall be limited to use in furtherance of the Services. Any use of the Services or Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated by us, nothing in these Terms shall be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights of Homemade or any third party, whether by estoppel, implication or otherwise. This license is revocable at any time.
Notwithstanding anything to the contrary in these Terms, the App and Content may include software components provided by Homemade or a third party that are subject to separate license terms, in which case those license terms will govern such software components.
THIRD-PARTY SERVICES AND CONTENT
We may display content, advertisements and promotions from third parties through our Services, in connection with delivery of the Meals or as part of the Services (collectively, “Third Party Content”). We do not control, endorse or adopt any Third Party Content, and we make no representations or warranties of any kind regarding such Third Party Content, including, without limitation, regarding its accuracy or completeness. You acknowledge and agree that your interactions with third parties providing Third Party Content are solely between you and such third parties, and that Homemade is not responsible or liable in any manner for such interactions or Third Party Content.
REGISTRATION, ACCOUNT AND COMMUNICATION PREFERENCES
In order to use most aspects of the Services, you must register for and maintain an active Homemade account (each an "Homemade Account"). By creating a Homemade Account, you agree to (a) provide accurate, current and complete account information, (b) maintain and promptly update from time to time as necessary your Homemade Account information, (c) maintain the security of your password and accept all risks of authorized access to your Homemade Account and the information you provide to us, and (d) immediately notify us if you discover or otherwise suspect any security breaches related to the Web site, the App or your Homemade Account.
By creating a Homemade Account, you also consent to receive electronic communications from Homemade (e.g., via email or by posting notices to the Web site or the App). These communications may include notices about your Homemade Account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.
The Services may include interactive features and areas that allow users to create, post, share or store content, including, but not limited to, reviews, photos, video, sound, graphics, code, items or other materials (collectively, "User Content"). In the event you decide to share your User Content with others through the Services or third party platforms, you understand that this User Content will be viewable by others in accordance with privacy settings you establish. You agree that you are solely responsible for your User Content and for your use of any interactive features and areas on our Services:
By using the interactive features and areas of our Services, you further agree not to create, post, share or store any of the following:
· User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
· User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
· User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
· User Content that contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
· User Content that impersonates, or misrepresents your affiliation with, any person or entity;
· User Content that references or depicts Homemade or our Services but fails to disclose a material connection to us, if you have one;
· User Content that contains any unsolicited promotions, political campaigning, advertising or solicitations;
· User Content that contains any private or personal information of a third party without such third party’s consent;
· User Content that references alcohol irresponsibly, such as references to overconsumption or use by minors;
· User Content that contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
· User Content that, in our sole judgment, is objectionable or that restricts or inhibits any other person from using or enjoying the our Services, or that may expose Homemade or others to any harm or liability of any type.
We are not responsible or liable for any User Content. Although we have no obligation to screen, edit or monitor User Content, we reserve the right, and have absolute discretion, to remove, screen or edit User Content posted or stored on our Services at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on our Services at your sole cost and expense.
RIGHTS IN USER CONTENT
We do not claim any ownership interest in your User Content. However, by uploading, posting or submitting User Content to our Services or third-party websites, mobile apps or other online platforms connected to our Services, (e.g., Homemade's Facebook page, Instagram page or Twitter feed), you hereby grant Homemade a nonexclusive, royalty-free, worldwide, perpetual, irrevocable and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and publicly display your User Content, in whole or in part, and your name, likeness, voice and persona in any manner or media and for any purpose whatsoever at our sole discretion, including, without limitation, for publicity, promotional, advertising, trade, business, illustration, artistic and other commercial and noncommercial purposes.
By uploading, posting or submitting User Content to Homemade through our Services or third-party websites, mobile apps or other online platforms connected to our Services, you represent and warrant that (a) such User Content is non-confidential, (b) you own and control all of the rights to the User Content or you otherwise have all necessary rights to post such User Content, (c) you authorize Homemade to use such User Content for the purposes described in these Terms, (d) the User Content is accurate and not misleading or harmful in any manner, and (e) the User Content, and your use and posting thereof, does not and will not violate these Terms or any applicable law, rule, regulation or third party right.
Separate and apart from User Content, you can submit questions, comments, suggestions, ideas, original or creative materials or other information about Homemade or the Meals (collectively, “Feedback”). Feedback is non-confidential and shall become the sole property of Homemade. Homemade shall own exclusive rights, including, without limitation, all intellectual property rights, in and to such Feedback and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
NETWORK ACCESS AND DEVICES
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device or when you receive text messages and other communications from Homemade. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. Homemade does not guarantee that our Services, or any portion thereof, will function on any particular hardware or devices. In addition, our Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Homemade, and our past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Homemade Parties”), from and against all actual or alleged Homemade Party or third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of our Services or Content, (b) any User Content you create, post, share or store on or through our Services or any User Content you create, post, share or store on third-party websites, mobile apps or other online platforms connected to our Services, (c) any Feedback you provide, (d) your violation of these Terms, (e) your violation of the rights of another, and (f) any third party’s use or misuse of the Services provided to you. You agree to promptly notify Homemade of any third party Claims and cooperate with the Homemade Parties in defending such Claims. You further agree that the Homemade Parties shall have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Homemade.
HOMEMADE IS ONLY RESPONSIBLE FOR PROVIDING THE WEB SITE, APP AND THE SERVICES UNDER THE TERMS OF THIS AGREEMENT. HOMEMADE SHALL NOT HAVE ANY LIABILITY WITH RESPECT TO ANY MEALS THAT YOU ORDER THROUGH THE SERVICE.
ALL MEALS ARE PROVIDED BY CHEFS WHO USE OUR SERVICES. HOMEMADE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE QUALITY OF ANY CHEF OR MEAL. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE MEALS, THEIR CONTENTS AND/OR INGREDIENTS, AND THE WAY IN WHICH THEY ARE PREPARED AND YOU ARE SOLELY RESPONSIBLE FOR KNOWING ABOUT ANY FOOD ALLERGIES YOU MAY HAVE BEFORE HANDLING, USING OR CONSUMING SUCH MEALS. HOMEMADE IS NOT RESPONSIBLE OR LIABLE FOR ANY ILLNESS OR OTHER RESULTS OR DAMAGES CAUSED BY THE CONSUMPTION OF ANY MEAL, INCLUDING WITHOUT LIMITATION, ANY DEATH, BODILY INJURY OR HEALTH PROBLEMS, OR ANY OTHER NEGATIVE EXPERIENCE WITH ANY MEALS ORDERED THROUGH THE SERVICE. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH THE FOREGOING.
WE REQUIRE CHEFS TO DISPLAY THE MATERIALS, INGREDIENTS AND INFORMATION YOU VIEW ON OUR SERVICES, INCLUDING, BUT NOT LIMITED TO, INGREDIENTS, AS ACCURATELY AS POSSIBLE. HOWEVER, WE DO NOT GUARANTEE THE ACCURACY OF SUCH MATERIALS, INGREDIENTS AND INFORMATION AND ARE NOT RESPONSIBLE FOR ANY CLAIMS ARISING OR RESULTING FROM YOUR RELIANCE THEREON.
YOU FURTHER AGREE THAT THE MEALS YOU RECEIVE IN YOUR ORDER MAY VARY FROM THE MATERIALS AND/OR INGREDIENTS DISPLAYED ON OUR SERVICES DUE TO A NUMBER OF FACTORS, INCLUDING, WITHOUT LIMITATION, SYSTEM CAPABILITIES AND CONSTRAINTS OF YOUR MOBILE DEVICE, THE AVAILABILITY AND VARIABILITY OF MEALS AND/OR INGREDIENTS, DISTINCT COOKING OR OTHER PREPARATION METHODS USED BY THE CHEFS. THE SERVICES MAY CONTAIN INFORMATION ABOUT MEALS THAT ARE NOT AVAILABLE IN EVERY LOCATION. A REFERENCE TO A MEAL ON OUR SERVICES DOES NOT IMPLY OR GUARANTEE THAT IT IS OR WILL BE AVAILABLE IN YOUR LOCATION AT THE TIME OF YOUR ORDER.
ALL SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. HOMEMADE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE WEB SITE, APP, CONTENT, SERVICES, MATERIALS AND MEALS, ANY WARRANTIES THAT ARISE FROM TRADE USAGE OR CUSTOM, AND ANY WARRANTIES THAT THE WEBSITE, APP OR SERVICES WILL BE FREE AND CLEAR FROM ANY ADVERSE LIEN OR SECURITY INTERESTS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM HOMEMADE, OR THROUGH THE WEB SITE, APP, CONTENT, SERVICES, MATERIALS OR MEAL, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
LIMITATION OF LIABILITY; RELEASE
NEITHER HOMEMADE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, PREPARING AND/OR DELIVERING THE SERVICES OR MEALS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, APP OR IN CONSUMPTION OF MEALS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL HOMEMADE'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR FROM ANY MEALS YOU HAVE RECEIVED EXCEED (I) THE AMOUNTS YOU HAVE PAID TO HOMEMADE FOR USE OF OUR SERVICES OR (II) ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO HOMEMADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND HOMEMADE.
MODIFICATION TO THE SERVICES
We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, our Services (or any features or parts thereof) at any time and without liability therefore.
In accordance with the Digital Millennium Copyright Act and other applicable laws, we have adopted a policy of limiting access to the Services by, or terminating the accounts of, users, in appropriate circumstances and in our sole discretion, who infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may file a notification of such infringement with our designated agent as set forth below:
Grazer Labs, Inc. (dba Homemade)
Grazer Labs, Inc.
64 Delancey St. #4
New York, NY 10002
Attention: Copyright Agent
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. You should also note that if you knowingly make any material misrepresentation in your notification that the material or activity is infringing, you will be liable for any damages, including, without limitation, costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
LIMITATION ON TIME TO COMMENCE ACTION, JURISDICTION AND ARBITRATION
You agree that any cause of action arising out of or related to these Terms and our Services must commence by you within one (1) year after the cause of action arose; otherwise, your ability to bring any case or cause or action against Homemade shall be permanently barred. Nothing herein shall be deemed to limit the period during which Homemade may bring any cause of action arising out of this Agreement against you. These Terms will be interpreted in accordance with the laws of the State of New York and the United States of America, without regard to its conflict of law provisions. This Agreement shall inure to the benefit of each party and its successors, assigns and agents. Homemade may assign its rights and duties under this Agreement to any of its subsidiaries or affiliates without giving you notice or to any other entity upon prior written notice to you.
Binding Arbitration. Any dispute or claim between you and Homemade, arising out of, or relating in any way to, the Terms, the Services, or your use of the Services (“Dispute”) shall be resolved exclusively by final, binding arbitration. By virtue of this Agreement you and Homemade are each giving up the right to go to court and have any Dispute heard by a judge or jury.
The provisions of this Section shall constitute your and Homemade's written agreement to arbitrate Disputes under the Federal Arbitration Act (“Agreement”). Any modification to this Agreement shall be in writing and signed by you and Homemade. The arbitration will be administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes, available at http://www.adr.org or by calling 800-778-7879. The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned award. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. All arbitrations are to be conducted in New York County, State of New York.
No Class Action Matters. You and Homemade expressly agree that each shall bring any dispute, in any amount, against the other, in each other’s respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, we each agree that all disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions.
GOVERNING LAW AND VENUE
These Terms, your access to and use of the Services shall be governed and construed and enforced in accordance with the laws of the State of New York, without regard to conflict of law rules or principles (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of New York and United States, respectively, sitting in the State of New York, County of New York, Borough of Manhattan.
Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Services, at any time and for any reason or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.
If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
These Terms constitute the entire agreement between you and Homemade relating to your access to and use of our Services. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Homemade. No waiver of any provision of these Terms will constitute a waiver of such provision in any prior, concurrent or subsequent circumstance, and Homemade's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.