Terms of Use

Please read these Terms of Use (collectively with our Privacy Policy [http://www.umi.kitchen/privacy-policy] the “Terms of Use”) fully and carefully before using www.umi.kitchen (the “Site”), our mobile app (the “App”), and the services, features, content or applications offered by Umi Kitchen, Inc. (“Umi”, “we”, “us” or “our”) (together with the Site and the App, the “Services”). These Terms of Use set forth the legally binding terms and conditions for your use of the Site and the Services.

THE SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH CUSTOMERS CAN ORDER FOOD PRODUCTS FOR DELIVERY FROM PRODUCERS IN THEIR AREA. YOU UNDERSTAND AND AGREE THAT UMI IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN PRODUCERS AND CUSTOMERS, NOR ARE WE AN AGENT OR INSURER. UMI HAS NO CONTROL OVER THE CONDUCT OF PRODUCERS, CUSTOMERS, OR OTHER USERS OF THE SERVICES (COLLECTIVELY, “USERS”) AND DISCLAIMS ALL LIABILITY IN THIS REGARD.

1.     Acceptance of Terms of Use.

a.      By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Site, you agree to these Terms of Use and all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated from time to time with or without notice to you.

b.     Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

c.      These Terms of Use apply to all Users of the Services, including, without limitation, users who complete Umi’s Producer registration process (“Producers”) and Users who order Food Products from Producers (“Customers”).

d.     ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

2.     Eligibility. You represent and warrant that you are at least 18 years of age. If you are under age 18, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. Further, the Services are offered only for your use, and not for the use or benefit of any third party.  YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT THESE TERMS OF USE ARE IN COMPLIANCE WITH ALL LAWS, RULES AND REGULATIONS APPLICABLE TO YOU. IN PARTICULAR, PRODUCERS AND CUSTOMERS ALIKE SHOULD UNDERSTAND HOW COTTAGE FOOD AND FOOD SAFETY LAWS WORK IN THEIR CITY.  SOME CITIES HAVE LAWS THAT REQUIRE COOKS TO OBTAIN PERMITS OR LICENSES TO SELL FOOD OR RESTRICT THE ABILITY TO SERVE FOOD THAT HAS NOT BEEN PREPARED IN A COMMERCIAL KITCHEN.  YOUR RIGHT TO ACCESS AND USE THE SERVICES IS REVOKED WHERE THESE TERMS OF USE OR USE OF THE SERVICES IS PROHIBITED OR TO THE EXTENT OFFERING, SALE OR PROVISION OF THE SERVICES OR YOUR PARTICIPATION THEREWITH CONFLICTS WITH ANY APPLICABLE LAW, RULE OR REGULATION.

3.     How the Services Work

a.      The Services can be used to facilitate the listing, purchase, and delivery of various food products (“Food Products”) prepared by Producers. Producers create listings on our Services offering their Food Products for purchase (each a “Listing”). You may view Listings as an unregistered visitor to the Services; however, if you wish to purchase, or create, a Listing, you must first register to create an Account (defined below).

b.     As stated above, Umi makes available an online platform or marketplace with related technology for Customers and Producers to meet online and arrange for purchases of Food Products directly with each other. Umi is not an owner or operator of any kitchen where Food Products are prepared, nor is it an employer of any Producers. Unless explicitly specified otherwise on our Site or App, our responsibilities are limited to: (i) facilitating the availability of the Site, App and Services and (ii) serving as the limited payment collection agent of each Producer for the purpose of accepting payments from Customers on behalf of the Producer.

c.      PLEASE NOTE THAT, AS STATED ABOVE, THE SITE, APP AND OTHER SERVICES ARE INTENDED TO BE USED TO FACILITATE CUSTOMERS AND PRODUCERS CONNECTING AND ORDERING FOOD PRODUCTS DIRECTLY WITH EACH OTHER. UMI CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY LISTINGS, OR THE CONDITION, LEGALITY, SAFETY, QUALITY OR SUITABILITY OF ANY FOOD PRODUCTS. UMI IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL LISTINGS AND FOOD PRODUCTS. ACCORDINGLY, ANY ORDERS WILL BE MADE OR ACCEPTED AT THE USER’S OWN RISK.

4.     Registration. To place orders for Food Products provided by Producers (“Orders”) or create a Listing, you must register for an account on the Services (an “Account”) with your email address or log in through your Facebook or other social media accounts.  By using the Services through your Facebook or other social media accounts, you permit us to access certain information from such account for use by the Services. You may control the amount of information that is accessible to us by adjusting your account settings on the social media site.  You must provide accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s user account or registration information for the Services without their permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state or local authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You have the ability to delete your Account, either directly on the Services or through a request made to us.

5.     Listings.

a.      Users who have registered to be Producers may create Listings. To register to be a Producer, please email us at tellmama@umi.kitchen or click here.  The registration process requires you to provide certain information about yourself and complete our Producer verification process, which will be described in further detail during the registration process.  Listings will be made publicly available via the Services. Users will be able to view menus and place Orders via the Services based upon the information provided in your Listing. You understand and agree that once a Customer places an Order, the price for Food Products ordered may not be altered.

b.     You acknowledge and agree that you are responsible for any and all Listings you post. Accordingly, you represent and warrant that any Listing you post, and the ordering and delivery to Customers of Food Products in a Listing that you post (i) will not breach any agreements you have entered into with any third parties and (ii) will (a) be in compliance with all applicable laws, tax requirements, and rules and regulations that may apply to any Listing you post, including, but not limited to, food safety laws and cottage food laws and (b) not conflict with the rights of third parties. Please note that Umi assumes no responsibility for a Producer’s compliance with any applicable laws, rules or regulations.  However, Umi reserves the right, at any time and without prior notice, to remove or disable access to any Listing for any reason, including Listings that we, in our sole discretion, consider objectionable for any reason, in violation of these Terms of Use, or otherwise harmful to the Site, Application or other Services.

c.      You understand and agree that Umi does not act as an insurer or as a contracting agent for you as a Producer. If a Customer requests a Food Product from you, Umi is not a party to any agreement you may enter into with such Customer. You acknowledge and agree that, as a Producer, you are responsible for your own acts and omissions and those of your agents.

6.     No Endorsement.

a.      Umi does not endorse any Producer or Food Products. Although these Terms of Use require Customers and Producers to provide accurate information, we may not attempt to confirm any user’s purported identity. You are responsible for determining the identity and suitability of others with whom you come into contact via your use of the Services, and you should exercise caution and common sense to protect your personal health and safety.  Umi is not responsible for any damage or harm resulting from your interactions with other Users AND YOU HEREBY RELEASE UMI FROM ANY LIABILITY RELATED THERETO.

b.     By using the Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users or other third parties will be limited to a claim against the particular User(s) or other third parties who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from, Umi with respect to such actions or omissions. This limitation does not apply to a claim by a Producer against Umi regarding the remittance of payments received from a Customer by Umi on behalf of a Producer, which are instead subject to the limitations described in the section below entitled “Limitation of Liability”.

7.     Content.

a.      Definition. For purposes of these Terms of Use, the term “Content” includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. “Content” also includes all User Content (as defined below).

b.     User Content. All Content added, created, uploaded, submitted, distributed, or posted to the Services by Users (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom.   We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.

c.      Notices and Restrictions. The Services may contain Content provided by us, our partners or Users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.

d.     Use License. Subject to these Terms of Use, we grant each User of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.

e.      License Grant. By submitting User Content through the Services, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Site, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your Account or the Services. You also hereby do and shall grant each User of the Services a non-exclusive, perpetual license to access your User Content through the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content, including after your termination of your Account or the Services.  For clarity, the foregoing license grants to us and our Users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

f.       Availability of Content. We do not guarantee that any Content will be made available through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Use), or for no reason at all and (ii) to remove or block any Content from the Services.

8.     Rules of Conduct.

a.      As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of Use. You are responsible for all of your activity in connection with the Services. 

b.     You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Content, that:

i.      infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;

ii.     you know is false, misleading, untruthful or inaccurate;

iii.   is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;

iv.    constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);

v.     contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;

vi.    impersonates any person or entity, including any of our employees or representatives; or

vii.  includes anyone else’s personal information, including identification documents or sensitive financial information.

c.      In addition, but without limiting the foregoing, you shall not (directly or indirectly):

i.      register for more than one Account or register for an Account on behalf of an individual other than yourself;

ii.     contact a Producer for any purpose other than asking a question related to an Order or such Producer’s provision of Food Products through the Services, such as that Producer’s Listings;

iii.   contact a Customer for any purpose other than asking a question related to an Order or such Customer’s use of the Services;

iv.    when acting as a Customer or otherwise, recruit or otherwise solicit any Producer or other Users to join third party services or websites that are competitive to Umi without Umi’s prior written approval;

v.     use the Services to find a Producer or Customer and then complete an Order or similar transaction independent of the Services in order to circumvent the obligation to pay Service Fees for Umi’s provision of the Services;

vi.    as a Producer, submit any Listing with a false or misleading price, ingredient, nutrition or food preparation information, or submit any Listing with any commitments, including prices, that you do not intend to honor;

d.     You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or “spam” on the Services; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies.

e.      You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

f.       We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.

9.     Third Party Services. The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we 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 the use of or reliance on any such content, goods or services available on or through any such website or resource.

10.   Payments and Billing.

a.      Overview of Fees.  The fees displayed in each Listing are comprised of the Service Fees and the Order Fees (each as defined below, collectively the “Total Fees”).  Where applicable, taxes may be charged in addition to any component of the Total Fees. 

i.      Order Fees:  The amounts due and payable by a Customer solely relating to a Producer’s Food Products are the “Order Fee”.  The Producer, and not Umi, determines the Order Fees.

ii.     Service Fees.  Umi collects service fees (“Service Fees”), which are made up of (i) a service charge amounting to a percentage of the Order Fee, which is collected from the Producer, and (ii) a delivery fee, which is displayed as a separate line item when a Customer places an Order.  Except as otherwise provided herein, Service Fees are non-refundable.

Umi will collect the Total Fees when an Order is confirmed and will initiate payment of the Order Fees (less Services Fees) to the Producer within 24 hours of when the Order is fulfilled, via PayPal, direct deposit or other payment method described on the Services.

b.     Appointment of Umi as Payment Agent for Producers. Each Producer hereby appoints Umi as the Producer’s limited agent solely for the purpose of collecting payments made by Customers on behalf of the Producer. Each Producer agrees that payment made by a Customer to Umi shall be considered the same as a payment made directly to the Producer and the Producer will make their Food Products available to Customer in the agreed upon manner as if the Producer has received the Order Fees. In accepting appointment as the limited authorized agent of the Producer, Umi assumes no liability for any acts or omissions of the Producer.
Umi uses Stripe for payment processing services. By using the Stripe payment processing services you agree to the Stripe Services Agreement available at https://stripe.com/us/legal.

c.      Customer Acceptance of Umi as Payment Agent for Producers

Producers, not Umi, are solely responsible for honoring any confirmed Orders. If you, as a Customer, choose to enter into a transaction with a Producer, you agree and understand that you will be required to enter into an agreement with the Producer and you agree to accept any terms, conditions, rules and restrictions imposed by the Producer. You acknowledge and agree that you, and not Umi, are responsible for performing the obligations of any such agreements, that Umi is not a party to such agreements, and that, with the exception of its payment obligations hereunder, Umi disclaims all liability arising from or related to any such agreements. You acknowledge and agree that, notwithstanding the fact that Umi is not a party to the agreement between you and the Producer, Umi acts as the Producer’s payment agent for the limited purpose of accepting payments from you on behalf of the Producer. Upon your payment of amounts to Umi which are due to the Producer, your payment obligation to the Producer for such amounts is extinguished, and Umi is responsible for remitting such amounts, less Umi’s Fees, to the Producer. If Umi does not remit any such amounts to a Producer, such Producer will have recourse only against Umi.

d.     Customer Billing.

Order confirmations will specify the Total Fees.  Pending the applicable Producer’s confirmation of your Order, you understand and agree that Umi, on behalf of the Producer, reserves the right, in its sole discretion, to (i) obtain a pre-authorization via your credit card issuer or your other chosen payment provider (your “Payment Method”) for the Total Fees or (ii) charge your Payment Method a nominal amount, not to exceed one dollar ($1) to verify it. Once Umi receives an Order confirmation from the applicable Producer, Umi will collect the Total Fees in accordance with the terms and conditions of these Terms of Use and the pricing terms set forth in the applicable Listing.  Any payment terms presented to you in the process of placing an Order are deemed part of this Agreement. 

We may now or in the future use a third-party payment processor (“Payment Processor”) to bill you through a payment account linked to your Account on the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor. You agree to pay us, through our Payment Processor, all charges at the prices then in effect for any Orders placed through your Account in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your Payment Method. You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through our Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Account upon demand.  YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE THROUGH THE SERVICES OR BY EMAILING tellmama@umi.kitchen.  IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY ORDERS UNDER YOUR ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

e.      Cancellations and Refunds.  Confirmed Orders may not be canceled by Customers or Producers.  If a Producer has canceled or failed to deliver a confirmed Order and you, as a Customer, have not received an email or other communication from Umi, please contact Umi at tellmama@umi.kitchen.

11.   Termination. We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Account. If you wish to terminate your Account, you may do so by following the instructions on the Services. All fees paid are non-refundable. All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

12.   Warranty Disclaimer.

a.      IF YOU CHOOSE TO USE THE SERVICES YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT UMI DOES NOT HAVE ANY OBLIGATION TO CONDUCT BACKGROUND, QUALITY OR FOOD SAFETY CHECKS OR MAKE OTHER INQUIRIES ABOUT ANY USER, INCLUDING, BUT NOT LIMITED TO, PRODUCERS, BUT MAY DO SO IN ITS SOLE DISCRETION.

b.     NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM UMI OR THROUGH THE SERVICES, CREATES ANY WARRANTY THAT IS NOT EXPRESSLY MADE HEREIN.

c.      YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY PRODUCERS OR CUSTOMERS. YOU UNDERSTAND THAT UMI DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OR TO REVIEW OR VISIT ANY PREPARATION SITES FOR FOOD PRODUCTS THAT ARE USED BY PRODUCERS.  UMI MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OR ANY CONTENT OR SERVICES THEY PROVIDE THROUGH THE SERVICES.  YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, CUSTOMERS AND PRODUCERS. NOTWITHSTANDING UMI’S APPOINTMENT AS THE LIMITED AGENT OF THE PRODUCERS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM CUSTOMERS ON BEHALF OF THE PRODUCERS, UMI EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY PRODUCERS OR OTHER THIRD PARTY.

d.     WE HAVE NO SPECIAL RELATIONSHIP WITH OR FIDUCIARY DUTY TO YOU. You acknowledge that Umi has no duty to take any action regarding:

i.      which Users access the Services;

ii.     what Content you access via the Services, what Food Products you produce or order, or any other contact you may have with other Users; or

iii.   how you may interpret or use the Content or interact with other Users.

e.      YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. You release us from all liability for you having acquired or not acquired Content or Food Products through the Services. We make no representations concerning any Content or Food Products contained in, accessed through, or delivered as a result of the Services.

f.       THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. UMI MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LISTINGS, FOOD PRODUCTS, THE SERVICES OR CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE SERVICES.

13.   Indemnification. You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Services, Content, Food Products, or otherwise from your User Content, violation of these Terms of Use, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property, privacy, or other right of any person or entity.  We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

14.   Limitation of Liability. IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF the greater of (A) fees paid to us for the particular Services during the immediately previous three (3) month period or (B) $500.00.

15.   ARBITRATION CLAUSE & CLASS ACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS

a.      Arbitration. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THESE TERMS OF USE, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE JAMS, INC. RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES AND YOU AND WE EACH HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT EITHER OF US MAY SEEK INJUNCTIVE RELIEF IN ANY STATE OR FEDERAL COURT HAVING JURISDICTION TO PREVENT AN ACTUAL OR THREATENED VIOLATION OF INTELLECTUAL PROPERTY RIGHTS.  DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court's rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf.  Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event JAMS, Inc. is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the American Arbitration Association. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use.  You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms of Use must be brought within one (1) year after such claim of action arose or be forever banned.

b.     Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with us.

16.   Governing Law and Jurisdiction. These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. Except as otherwise provided herein, you agree that any dispute arising from or relating to the subject matter of these Terms of Use shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of New York County, New York.

17.   Modification. We reserve the right, in our sole discretion, to modify or replace any of these Terms of Use, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms of Use periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Use constitutes acceptance of those changes, which will apply to your continued use of the Services going forward.  Your use of the Services is subject to the Terms of Use in effect at the time of such use.

18.   Miscellaneous.

a.      Entire Agreement and Severability. These Terms of Use are the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder

b.     Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

c.      Assignment. These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

d.     Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect.

e.      Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to tellmama@umi.kitchen with the following included in the subject line: Attn: Legal.  

f.       No Waiver. Our failure to enforce any part of these Terms of Use shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Use. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Use to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

g.     Headings. The section and paragraph headings in these Terms of Use are for convenience only and shall not affect their interpretation.

Contact. You may contact us at the following address: 79 Madison Ave, New York, NY 10016

Effective Date of Terms of Use: Febuary, 2017