TERMS & CONDITIONS

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Last updated May 12, 2023

Welcome to the RecipeKick, a live-streamed, mostly recipe-free cooking platform reigniting the love affair between home cooks and their kitchens.. This website (the “Site”) is owned and operated by RecipeKick PBC a Colorado Public Benefit Corporation with its principal place of business located at 6333 Swallow Lane, Boulder, CO, 80303, US (“we,” “us”). The following terms and conditions (“Terms”) govern your use of the Site, and other platforms we own or control and makes available to you (the “Services”), and any other linked pages or social media platforms, features, content (including any information, text, graphics, photos, comments, reviews, links, or other materials uploaded, downloaded or appearing on, or linked to the Services), or applications offered from time to time by us in connection therewith. By accessing or using the Services you agree to be bound by these Terms.

PLEASE READ THESE TERMS CAREFULLY, AS THEY GOVERN YOUR USE OF THE SITE AND SERVICES, WHICH AFFECTS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN US.

1. GENERAL USE OF THE SITE.

You are solely responsible for your use of the Site, for any content you submit to the Site, and for any consequences thereof. The content you submit will be able to be viewed by us and by third party services in order to provide the Services. You can request that we delete the content and identifiable personal data that you provided, however, in doing so, you may not be able to engage us to provide the Services to you. 

We will only knowingly provide the Services to parties that can lawfully enter into and form contracts under applicable law. You must comply with these Terms, the applicable agreements and policies referred to below, and all applicable laws, regulations and rules when you use the Services and the Site. Us and our licensors solely and exclusively owns all intellectual property and other right, title and interest in and to the Services and Site, except as expressly provided for in these Terms. You will not acquire any right, title or interest therein under these Terms or otherwise. We grant you a limited revocable license to access and use the Site and the Services for its intended purposes, subject to your compliance with these Terms. This license does not include the right to collect or use information or content contained on the Site for purposes prohibited by us; create derivative works based on the Site, Services, or any third-party content available via the Site (which must be agreed to in a separate agreement); or download or copy the Site (other than page caching). If you use the Site in a manner that exceeds the scope of this license or breach these Terms, we may revoke the license granted to you. This Section does not pertain to your intellectual property rights. Any rights relating to materials that you upload to the Site are covered by a separate agreement. We may use third parties to provide certain services accessible through the Site. We do not control those third parties or their services, and you agree that we will not be liable to you in any way for your use of such services. These third parties may have their own terms of use and other policies. You must comply with such terms and policies as well as these Terms when you use these services. If any such terms or policies conflict with these Terms, agreements or policies, you must comply with these Terms, agreements or policies, as applicable.

2. PRIVACY POLICY. 

Please see our Privacy Policy relating to the collection and use of your information. We will treat personally identifying information that you submit through this Site in accordance with our Privacy Policy. You agree that you have read, understood, and accept our Privacy Policy.

3. CONDITIONS OF USE.

3.1 Fees. To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide us information regarding your credit card or other payment instrument. You represent and warrant that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay us the amount that is specified in the payment plan (as well as any applicable taxes) in accordance with the terms of such plan and this Terms. You hereby authorize us to bill your payment instrument in accordance with the terms of the applicable payment plan (as well as any applicable taxes) until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges, you must let us know within sixty (60) days after the date that we charge you. We reserve the right to change our prices. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. You shall be responsible for all taxes associated with the Services other than U.S. taxes based on our net income.

3.2 Recurring Subscriptions. If you select a Service with an auto renewal feature (“Recurring Subscription”), you authorize us to maintain your account information and charge that account automatically upon the renewal of the Service you choose with no further action required by you. In the event that we are unable to charge your account as authorized by you when you enrolled in a Recurring Subscription, we may, in our sole discretion: (i) bill you for your Service and suspend your access to the Service until payment is received, and/or (ii) seek to update your account information through third party sources (i.e., your bank or a payment processor) to continue charging your account as authorized by you.

We may change the price for Recurring Subscriptions from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes for Recurring Subscriptions will take effect at the start of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use your Recurring Subscription after the price change takes effect. If you do not agree with the price changes, you have the right to reject the change by cancelling your Recurring Subscription before the price change goes into effect. Please therefore make sure you read any such notification of price changes carefully.

Payments are nonrefundable and there are no refunds or credits for partially used periods. You may cancel a Recurring Subscription at any time, but if you cancel your subscription before the end of the current subscription period, we will not refund any subscription fees already paid to us. Following any cancellation, however, you will continue to have access to the service through the end of your current subscription period. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our users (“credits”). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.

4. INTELLECTUAL PROPERTY RIGHTS.

4.1 Service Content, Software and Trademarks. You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by us, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by us from accessing the Service (including blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of us, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by us.

The RecipeKick name and logos are trademarks and service marks of Okay, Perfect PBC (collectively the “RecipeKick Trademarks”). Other product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to us. Nothing in this Terms or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of RecipeKick Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of RecipeKick Trademarks will inure to our exclusive benefit.

4.2 Third Party Material. Under no circumstances will we be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that we do not pre-screen content, but that we and our designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, we and our designees will have the right to remove any content that violates these Terms or is deemed by us, in our sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

4.3 User Content Transmitted Through the Service. With respect to the content or other materials you upload through the Service or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein, and that you have all required rights to post or transmit such content or other materials without violation of any third-party rights. By uploading any User Content you hereby grant and will grant us, our affiliated companies and partners (including but not limited to our instructors, practitioners and other third parties providing instructional information through the Services, collectively “partners”) a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, adapt, perform, publish, distribute (through multiple tiers of distribution and partnerships), store, modify and otherwise use and fully exploit your User Content in any and all media, form, medium, technology or distribution methods now known or later developed and for any and all purposes (commercial or otherwise).

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information relevant to the Service (“Submissions”), provided by you to us, our affiliated companies or partners are non-confidential and we, our affiliated companies and partners will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

You acknowledge and agree that we may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or our personal safety, our users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

4.4 Copyright Complaints. We respect the intellectual property of others. If you believe in good faith that any materials on the Sites infringe upon your copyrights, please send the following information to our copyright designated agent at hello@okay-perfect.com:

• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;

• Your address, telephone number, and email address;

• A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;a statement by you, made under penalty of perjury, that the information in your notification is accurate, and that you are the copyright owner or are authorized to act on the copyright owner’s behalf;

• A physical or electronic signature of the copyright owner or the person authorized to act on behalf of the owner of the copyright interest.

4.5 Counter-Notice. If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent: your physical or electronic signature; identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within Colorado and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, we will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

4.6 Repeat Infringer Policy. In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances and at our sole discretion, users who are deemed to be repeat infringers. We may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is 

5. SUBMISSIONS.

When you submit emails, communications, questions, comments, suggestions, ideas, material submitted via web forms, or any other information (“Submissions”), you grant us permission to use such Submissions for marketing and other promotional purposes. You agree that we will have no obligation to keep any Submissions confidential and you will not bring a claim against us based on “moral rights” or the like arising from our use of a Submission.

6. ACCURACY OF INFORMATION.

We attempt to be as accurate as possible when describing our Services on the Site, however, we do not warrant that the information or other content available on the Site are accurate, complete, reliable, current, or error-free. This Site may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions (including after an order has been submitted) and to change or update information at any time without prior notice. 

7. OTHER WEBSITES. 

Users may find content on the Site that links to the sites and services of our clients, partners, suppliers, advertisers, sponsors, licensors and other third parties. We do not endorse or control the content or links that appear on these sites and are not responsible for the practices employed by websites linked to or from the Site. In addition, these sites or services, including their content and links, may be constantly changing. These sites and services may have their own privacy policies and customer service policies. Browsing and interaction on any other website, including websites which have a link to the Site, is subject to that website's own terms and policies. 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 use of or reliance on any content, events, goods or services available on or through any such hyperlinked site or resource.

8. REPRESENTATIONS & WARRANTIES.

You represent and warrant that you: (i) have the full power and authority to enter into and perform under these Terms; (ii) will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity or other legal right of any third party; and (iii) will comply with all applicable laws, rules, and regulations. You further represent and warrant that: (i) there are no claims, demands or any form of litigation pending or, to the best of your knowledge, threatened with respect to any of your Submissions; (ii) we will not be required to make any payments to any third party in connection with its use of your Submissions, except for the expenses that we incur in providing the Services; (iii) the use of any instructions, formulae, recommendations, or the like contained in your Submissions will not cause injury to any third party; and (iv) your Submissions does not contain viruses or any other programs or technology designed to disrupt or damage any software or hardware.

9. COOKIES.

The Site may use “cookies” to enhance your experience. Your web browser places cookies on its hard drive for record-keeping purposes and sometimes to track information about them. You may choose to set your web browser to refuse cookies, or to alert you when cookies are being sent. If you do so, note that some parts of the Site may not function properly.

10. DISCLAIMER OF WARRANTIES.

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

WE MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

11. LIMITATION OF LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR EMPLOYEES, CONTRACTORS, AGENTS AND AFFILIATES, INCLUDING BUT NOT LIMITED TO ANY THIRD PARTIES RESPONSIBLE FOR THE CREATION, MAINTENANCE AND UPKEEP OF THE SITE, SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM THE USE OF THIS SITE OR ANY COMPUTER VIRUSES ON YOUR COMPUTER OR ELECTRONIC DEVICES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100.00). 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE.

12. INDEMNIFICATION AND RELEASE.

You will release, indemnify and hold us and our employees, representatives, agents, affiliates, directors, officers, managers and shareholders (the “Parties”) harmless from any damage, loss, or expense (including without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand or action (“Claim”) brought against any of the parties alleging that you have breached any portion of these Terms. If you have to indemnify us under this Section, we will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without our express written permission.

If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

13. TERMINATION.

You agree that we, in our sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. We may also in our sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that we will not be liable to you or any third party for any termination of your access to the Service.

14. ASSIGNMENT.

We have the right, at our election, to assign these Terms or any of our rights hereunder, or delegate any of our obligations hereunder in whole or in part, to any person, firm, or corporation. You will not have the right to assign or transfer any rights hereunder.

15. ARBITRATION.

If a dispute arises from or relates to these Terms, your use of the Site or Services, or the breach thereof, and if the dispute cannot be settled through direct discussions, you agree that any such unresolved controversy or claim shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator, unless the claim amount exceeds one hundred thousand dollars ($100,000.00), in which case the dispute shall be heard by a panel of three (3) arbitrators. The place of arbitration shall be Boulder, Colorado. The arbitration shall be governed by the laws of the State of Colorado. The prevailing party shall be entitled to an award of reasonable attorney fees, if awarded by the arbitrator(s). 

Notwithstanding the foregoing, if a third-party claim is brought against either party for copyright infringement, violation of rights of publicity, rights of privacy, or other unauthorized use of content which is contrary to the rights granted in these Terms, the parties shall not be bound by this arbitration provision and may defend themselves and make a claim against the other party in the appropriate court of law and/or equity.

In the event of a dispute arising out of these Terms and not subject to the arbitration provision above, the prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys' fees.

16. GOVERNING LAW.

These Terms shall be governed in all respects by the laws of the State of Colorado as they apply to agreements entered into and to be performed entirely within Colorado between Colorado residents, without regard to conflict of law provisions. The parties to these Terms agree that any claim or dispute arising under these Terms must be resolved by a court located in Boulder, Colorado, except as otherwise agreed by the parties or as described in the Arbitration provision above. The parties agree to submit to the personal jurisdiction of the courts located in Boulder, Colorado for the purpose of litigating all such claims or disputes.

17. CONSENT AND CHANGES.

Your use of this Site shall be deemed express approval of all terms of these Terms. If you do not consent to these Terms or any of the above terms, please immediately exit and discontinue use of the Site. We have the discretion to update these Terms at any time. In the event these Terms are updated, we will also update the date set forth below. Please check this page regularly to keep informed of any such updates. 

YOUR CONTINUED USE OF THE SITE SHALL BE DEEMED ACCEPTANCE OF THESE TERMS AND ANY CHANGES THERETO. 

18. MISCELLANEOUS. 

These Terms contains the entire agreement and understanding between the parties regarding the subject matter contained herein and supersedes and replaces all prior negotiations or proposed agreements, written or oral. The undersigned acknowledge that no other party, nor agent or attorney of any other party, has made any promise, representation or warranty whatsoever, express or implied, not contained herein, to induce the undersigned to execute these Terms, and acknowledge that the undersigned have not executed these Terms in reliance upon such promise, representation or warranty not contained herein. You may be subject to additional terms and agreements that may apply when you use affiliate services, third-party content or third-party software. Every provision herein is intended to be severable. In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court of competent jurisdiction, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. 

19. CONTACT.

If you have any questions about these Terms, our practices, or your dealings with this Site, please contact us at hello@okay-perfect.com.