TERMS OF USE LAST UPDATED: July 27, 2022

This Terms of Use Agreement (“TOU”) is a legally binding agreement between The Pampered Chef, Ltd. ( “us,” “we,” “our,” or “TPC” ) and any individual that is using or accessing the TPC virtual party platform (“you”). This TOU governs your use of the virtual part platform (“Services”) offered by TPC.

This TOU constitutes the entire agreement between you and TPC and will govern the use of the Services, superseding any prior version of this TOU. You may also be subject to additional terms and conditions that may apply when you use other TPC services.

Your use of any and all Services associated with TPC is conditioned upon your acceptance of, and compliance with, this TOU. It is your responsibility to read the TOU before proceeding to use the Services. By accessing or utilizing the Services, you agree to be bound by this TOU and all terms incorporated herein. If you do not expressly agree to all of the terms and conditions, or if you are not legally eligible to be bound by these TOU, do not use or access the Services.

TPC is protected by copyright and other intellectual property laws and treaties. Use of the Services is void where prohibited.

Services

You acknowledge and agree that the Services provided by TPC, which include both desktop and mobile versions, are the sole property of TPC.

TPC will provide its Services in accordance with this TOU. TPC may, at its sole discretion and without prior notice, add, modify, or discontinue any and all features of the Services. TPC may also add, modify, or remove any terms in this TOU without prior notice. Unless otherwise stipulated, this TOU will apply to any and all new and modified Services. The date on which this TOU was last updated or modified will be posted at the top of the TOU. You are encouraged to review this TOU periodically to ensure you are aware of all terms currently in effect. Should you find that you do not agree to the terms, you must stop using the provided Services immediately.

You acknowledge and agree that TPC will not be held liable for any such updates, modifications, revisions, suspensions, or discontinuation of any Services, and to the terms of their use. Your continued use of the Services provided will constitute your acceptance of changes to the Services and terms of use, and to this TOU as a whole.

Use of the Services requires a compatible device with Internet access. Your ability to use the Services, and the performance of those Services, may be affected by your hardware, software, and Internet access. You acknowledge and agree that meeting the minimum system requirements, which may occasionally change, is your responsibility.

You acknowledge and agree that the Services offered shall be provided “as is” and “as available” and as such, TPC will not assume any responsibility or obligation for the timeliness, missed delivery, and loss of account contents and settings.

LIMITATIONS ON USE OF SERVICES

Regarding the Services offered by TPC, you agree that you:

  • Will only utilize them for business and personal use;
  • Will not reproduce or resell them without specific permission from under a separate agreement with TPC; and
  • Will not use the Services in any manner that could damage or disrupt the Services, or the servers, networks, and security systems connected to the Services.

YOUR PRIVACY

In addition to this TOU, use of the Services is also subject to, and you hereby agree to abide by, TPC’s Privacy Policy https://table.pamperedchef.com/privacy.

YOUR CONDUCT

“Content” refers to text, data, photographs, graphics, videos, audio, music, messages, hyperlinks, emails, tags, timelines, surveys, and anything else that is produced, transmitted, or displayed on the Services.

You agree not to make use of the Services for the purpose of uploading, posting, displaying, emailing, texting, transmitting, or otherwise making available any Content that:

  • May cause harm to others;
  • Violates any local, state, federal, national, or international law, including, but not limited to, rules, guidelines, and/or regulations decreed by the U.S. Securities and Exchange Commission;
  • Is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or invasive of another’s privacy, or which is hateful and/or racially, ethnically, or otherwise objectionable;
  • Is intended to harass another individual, such as by “stalking” them;
  • Impersonates any individual or entity, or falsely states or otherwise misrepresents any affiliation with or of an individual or entity;
  • May infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party;
  • Offers any unsolicited or unauthorized communication;
  • Offers something that you have no right to offer, or no ability and willingness to fulfill;
  • Contains a software virus or other computer code, files, and/or programs that may interfere with, damage, destroy, or limit the operation of any computer software, hardware, or telecommunication equipment; or
  • Disrupts the normal flow of communication, or otherwise acts in any manner that would negatively affect the ability of other users to use the Services.

Due to the global nature of the Internet, through the use of Services, you agree to comply with all local rules relating to online conduct and that which is considered acceptable Content

TYPES OF USERS

A “Consultant” is an individual who has created an account on the Services and can use it to build, schedule, and run events on the Services.

A “Guest” is an individual, other than the Consultant, who attends an event on the Services.

A “Host” is a special type of Guest in whose name the event is held under on the Services, whose responsibility is generally to invite other Guests, and who then attends the event on the Services. Guests may be asked to provide some information about themselves.

CONTENT OF CONSULTANT COMMUNICATIONS

Consultants, you agree that:

  • You are responsible for the Content created by you, or shared with you and displayed by you, while using the Services. TPC does not verify or guarantee the accuracy, integrity, or quality of such Content, and by using the Services, you agree that TPC is not responsible in any way for your Content;
  • You will not use the Services in a manner that violates the law, could give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense;
  • You will not use the Services to communicate any message or material that is harassing, threatening, excessively violent, obscene, lewd, lascivious, filthy, indecent, libelous, in violation of the rights of any party, or is otherwise unlawful or objectionable;
  • You will not upload or transmit any Content that does or is intended to restrict, disable, damage, destroy, or otherwise adversely affect the performance of the Services in any way;
  • You will not upload or transmit any Content that does or is intended to modify, corrupt, or extract information or data from any hardware, software, or networks owned or used by TPC or other users of the Services; and
  • You agree that any and all use of any information about Guests at any of your events shall be in accordance with TPC’s Privacy Policy https://table.pamperedchef.com/privacy and solely in connection with, and as necessary for events held on the Services. You assume sole liability in connection with your use of such information. In addition, you agree to immediately stop using any user of this platform’s information upon their or TPC’s request, and to purge that information from your records.

TPC reserves the right to observe events held on the Services, to review their Content, and to investigate and take appropriate action against anyone who is suspected of violating this TOU, including, but not limited to, terminating that person’s account and/or reporting that person to law enforcement authorities.

Although TPC is not responsible for any Content in violation of this provision, TPC may delete any such Content on the virtual party platform of which it becomes aware, at any time, without notice.

CONTENT OF GUEST COMMUNICATIONS

During your use of the Services, it is possible that the comments and actions of Hosts and Guests may violate parts of this TOU. It is the Consultant’s responsibility to alert those Hosts and Guests of the violation, so TPC may remove the violating Content as soon as possible, and to insist that no further violations occur. If the violations continue, it is the Consultant’s responsibility to report that Host or Guest to TPC, so that individual can be prevented from posting messages in the event on the Services, or to assume full responsibility for that person’s conduct.

TPC assumes no responsibility or liability for any such violations of this TOU. If you become aware of any violation of this TOU in connection with use of the Services by any person, and you are unable to stop and correct the violations, contact TPC Solution Center at 1-888-687-2433 or email us at Solution_Center@pamperedchef.com to report the violation. At its sole discretion, TPC may investigate any complaints and take action including, but not limited to, issuing warnings, removing the violating Content, and terminating accounts.

TPC shall not be held liable in any way for any Content viewed while using the Services. If you are not happy with the Services, simply cease using the Services.

Guests will not use the Services to communicate any message or material that is harassing, threatening, excessively violent, obscene, lewd, lascivious, filthy, indecent, libelous, in violation of the rights of any party, or is otherwise unlawful or objectionable.

USE AND STORAGE OF CONTENT

TPC may limit the length of time in which it will retain data from past events held on the Services, including event date, time, title, and description text; Consultant, Host, and Guest information; RSVP and event results; event timelines, specific posts used, and products in those posts; chat logs; products starred; or any other Content.

TPC may also limit the quantity of email messages sent, the maximum volume or size of email messages, the maximum disk space allowed to be allocated on TPC’s servers on a Consultant’s behalf, and/or the maximum number of times and/or duration that any Consultant may access the Services in a given period of time.

You agree that TPC has no responsibility or liability for the removal or loss of any Content or other event data. You acknowledge that TPC reserves the right to delete or remove any account, including all Content stored in that account. You also acknowledge that TPC is not obligated to remove the Content of accounts, and may retain said Content indefinitely. TPC reserves the right to modify and/or update these general practices and limits at its sole discretion. All of the foregoing is subject to applicable law.

TEXT MESSAGING

By consenting to TPC’s SMS/text messaging service, you expressly consent and agree to receive recurring SMS/text messages with service-related and promotional messages, including updates, alerts, and information (e.g., status updates, account alerts, etc.) and promotions, specials, and other marketing offers from and on behalf of TPC via SMS/text messages through your wireless provider to the mobile number you provided, even if your mobile number is registered on any state or federal Do Not Call list. Text messages may be sent using an automatic telephone dialing system or other technology.

You understand that you do not have to sign up for this program in order to make any purchases, and your consent is not a condition of any purchase with TPC. Your participation in this program is completely voluntary.

We do not charge for the service, but you are responsible for all charges and fees associated with calls and text messaging imposed by your wireless provider. Message frequency varies. Standard message and data rates may apply from your wireless provider. Check your mobile plan and contact your wireless provider for details. You are solely responsible for all charges related to SMS/text messages, including charges from your wireless provider.

You may opt-out of the service at any time. To unsubscribe from text messages and calls at any time, reply STOP to any text message you receive from TPC or a TPC consultant. You consent that following such a request to unsubscribe, you may receive one final text message confirming your request. For help, text HELP to the number you last received a text message from TPC or a TPC consultant, or contact us at privacy@pamperedchef.com.

HYPERLINKS TO THIRD-PARTY WEBSITES

Content posted on the Services may not contain hyperlinks to websites and/or resources separate from the Services or TPC-related websites. TPC does not endorse content on third-party sites. You acknowledge and agree to not hold TPC responsible for:

  • The availability of any such external sites or resources; or
  • Any content, products, advertising, or any other materials on, or available from, such sites or
resources.

ACCOUNT REGISTRATION

Guests and Hosts can attend events on the Services without providing their credit card or billing information, or pay money directly to TPC.

To register for a Services account, and to use the Services provided by TPC, you must be at least 18 years of age and able to enter into and form a legally binding agreement. In addition, you must be in good standing and not barred from receiving the Services under the laws and statutes of the United States, Canada, or other applicable jurisdictions.

To receive access to the Services, you will be required to register for a Services account and provide at least your name and email.

When you register for an account on the Services, TPC may collect personal information such as your first and last name, email address, and any other information you willing provide in the About section of your Account Settings. You agree that any information you give TPC will be correct, current, and complete according to your personal information. You can edit your account information at any time via your Account Setting page, and you agree to promptly update your registration and profile information when it changes to ensure its accuracy and completeness. You agree not to create or use an account for another person, use another person’s personal information to create or use an account, or knowingly use false information to create or use an account. Any violation of these TOU may result in that person’s account being immediately suspended, terminated, discontinued, limited, and/or other reasonable outcomes as decided solely by TPC.

You must notify TPC immediately if you notice any unauthorized access or use of your account, or any other breach of security. TPC will not be held liable for any loss and/or damage arising from any failure to comply with this term.

You are the sole authorized user of your account. Sharing an account is a violation of this TOU.

ACCOUNT CANCELLATION

If you choose to cancel your account, there are multiple ways to do so. You can request TPC to cancel your account by emailing privacy@pamperedchef.com. Once you select to delete your account, all your personal data will be irrevocably deleted. You can also request TPC to cancel your account by calling our Solution Center at 1-888-687-2433 .

You agree that TPC may, without any prior written notice, immediately suspend, terminate, discontinue, and/or limit your account, and your access to any of the Services, for causes that include, but are not limited to:

  • Any breach or violation of this TOU, TPC’s Privacy Policy, or any other incorporated agreement, regulation, and/or guideline;
  • Requests from law enforcement or any other governmental agencies;
  • The discontinuance, alteration, and/or material modification to the Services, or any part thereof;
  • Unexpected technical or security issues;
  • Any extended periods of inactivity;
  • Engagement by you in any fraudulent or illegal activities;
  • The nonpayment of any associated fees that may be owed by you in connection with your account;
  • Infringement, misappropriation, or violation of any person’s intellectual property or other rights; or
  • Upon termination of Services, TPC has the right to delete any and all information that you have provided and Content that you have created or uploaded to the Services subject to applicable law.

The terms in this TOU survive the termination of your account.

PROPRIETARY RIGHTS

TPC’s Services, and any essential software that may be used in connection with the Services, contain proprietary material that is protected by applicable intellectual property rights and other laws. TPC grants you a non-transferable, non-exclusive license to utilize the Services. You, or a third party through you, may not duplicate, plagiarize work from, reverse engineer, reverse assemble, or otherwise make an attempt to locate or discern any source code of the Services. Further, you agree to not modify or change the Services in any manner, nature, or form, and as such, to not use any modified versions. Last, you agree to not access or attempt to access the Services through any means other than through the interface that is provided by TPC for use in accessing the Services.

TRADEMARK

You acknowledge and agree that all TPC trademarks, trade names, service marks, copyrights, and other TPC logos and brand features are and will remain the property of TPC and its affiliates. You agree not to display and/or use in any manner the TPC logo or marks without obtaining prior written consent from TPC.

COPYRIGHT AND INTELLECTUAL PROPERTY

Any Content that may be presented by and through the Services is protected by copyrights, trademarks, patents, or other proprietary rights and laws. You may not post, modify, distribute, or reproduce copyrighted material, trademarks, or other proprietary rights without obtaining the consent of the owner of such proprietary rights.

If you feel that your, or anyone else’s, Content has been duplicated or used in such a way that would constitute copyright infringement, or if you believe that your, or anyone else’s, intellectual property rights have been violated in any other way, you should notify TPC immediately at 1-888-687-2433 or email us at Solution_Center@pamperedchef.com.

Based on all available information, and without prior notice, TPC reserves the right to remove Content that is or may be infringing on the rights of others. In the event your Content is purposely removed because it is or may be infringing on the rights of others, you will receive notice of the action, and will be given an opportunity to submit a counter-notice. As these notices and counter-notices are distinct from regular Services, they are not subject to TPC’s Privacy Policy, and may be published or shared with third parties at TPC’s discretion, and TPC may produce them pursuant to a legal discovery request. TPC reserves the right to terminate the account and/or block access to the website and the Services with respect to any repeat infringer.

TPC will not lay claim to ownership of any Content submitted by any visitor, member, or user through the Services. Therefore, you grant and allow for TPC a worldwide, royalty-free, non- exclusive license to permit TPC to use, distribute, reproduce, modify, adapt, publicly perform, and/or publicly display the Content submitted or made available for inclusion on the publicly accessible areas of TPC’s Services.

INJUNCTIVE RELIEF

You acknowledge that any use of the Services in violation of the terms of this TOU, or any transfer, sublicensing, copying, or disclosure of technical information or materials related to the Services, may cause irreparable injury to TPC and its affiliates.

Under such circumstances TPC and its affiliates will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief.

WARRANTY DISCLAIMERS

TPC and its subsidiaries, affiliates, officers, employees, agents, independent consultants, partners, and licensors expressly disclaim any and all warranties of any kind, whether expressed or implied, including, but not limited to:

  • Title;
  • Merchantability;
  • Fitness for a particular purpose;
  • Non-infringement;
  • Uninterrupted, timely, secure, or error-free Services; or
  • The accuracy, reliability, and quality of any products, services, information, or other material that may be presented or displayed on the Services.

You acknowledge and agree that the use of the Services is provided on an “as is” and “as available” basis. Any information or material downloaded or otherwise obtained by way of the Services will be accessed at your sole discretion and sole risk, and as such you will be solely responsible for any loss or damage that may result from the accessing of that information or material.

No advice and/or information, whether written or oral, that may be obtained by you or anyone else from TPC or by way of the Services will create any warranty not expressly stated in this TOU.

INDEMNITY

You agree to indemnify, defend, and hold harmless TPC and its subsidiaries, officers, directors, partners, licensors, employees, independent consultants, agents, suppliers, and any other affiliates from third-party claims, liability, damages, and/or costs (including attorneys’ fees) arising from your, or any other user of your account’s, use of the Services, violation of this TOU or TPC’s Privacy Policy, or the infringement or violation of the rights of any person or entity.

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT TPC AND ITS SUBSIDIARIES, OFFICERS, DIRECTORS, PARTNERS, LICENSORS, EMPLOYEES, INDEPENDENT CONSULTANTS, AGENTS, SUPPLIERS, AND ANY OTHER AFFILIATES WILL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES THAT MAY BE RELATED TO THE LOSS OF ANY PROFITS, GOODWILL, USE, DATA, AND OTHER TANGIBLE AND INTANGIBLE LOSSES, EVEN THOUGH TPC MAY HAVE BEEN ADVISED OF THE POSSIBILITY THAT SAID DAMAGES MAY OCCUR INCLUDING, WITHOUT LIMITATION, AS A RESULT FROM:

  • THE USE OR INABILITY TO USE THE SERVICES;
  • THE TIMELINESS OR LACK OF TECHNICAL OR OTHER SUPPORT FOR THE SERVICES;
  • THE COST OF PROCURING SUBSTITUTE SERVICES;
  • THE CONTENTS AND MATERIALS PRESENTED ON THE SERVICES;
  • STATEMENTS OR CONDUCT OF ANYONE ON THE SERVICES;
  • UNAUTHORIZED ACCESS TO YOUR TRANSMISSIONS AND DATA ON THE SERVICES;
  • THE HANDLING AND ALTERATION OF YOUR TRANSMISSIONS AND DATA ON THE SERVICES;
  • GIVEAWAYS, DISCOUNTS, CONTESTS, AND ANYTHING ELSE OFFERED OR PROMISED ON THE SERVICES; OR
  • ANY OTHER MATTER THAT MAY BE RELATED TO THE SERVICES.
  • THE MAXIMUM CUMULATIVE LIABILITY, AND YOUR EXCLUSIVE REMEDY, FOR ANY CLAIMS ARISING OUT OF, OR RELATED TO, THIS TOU WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES THAT GIVE RISE TO SUCH CLAIMS.

RELEASE

In the event you have a dispute, you agree to release TPC and its subsidiaries, officers, directors, partners, licensors, employees, independent consultants, agents, suppliers, and any other affiliates from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected or unsuspected, disclosed and undisclosed, arising out of or in any way connected to such dispute.

EXCLUSION AND LIMITATIONS

Some states and jurisdictions do not allow the exclusion of certain warranties or the limitation of exclusion of liability for damages. Therefore, some of the above limitations of liability and disclaimed warranties may not apply to you.

CHOICE OF LAW AND FORUM

It is at the mutual agreement of both you and TPC with regard to this TOU that the relationship between the parties shall be governed by the laws of the State of Illinois, without regard to its conflict of law provisions, and that any and all claims, causes of action, and/or disputes arising out of, or relating to, this TOU, or the relationship between you and TPC, will be filed within the courts having jurisdiction within DuPage County, Illinois, or the U.S. District Court located in said state. You and TPC agree to submit to the jurisdiction of the courts as previously mentioned, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.

WAIVER AND SEVERABILITY OF TERMS

At any time, should TPC fail to exercise or enforce any rights or provision of this TOU, such failure will not constitute a waiver or forfeiture of such rights or provision. If any provision of this TOU is found by a court of competent jurisdiction to be invalid or unenforceable, the parties nevertheless agree that the court should endeavor to achieve, as nearly as possible, the same economic effect of the original provision. Meanwhile, the other provisions of this TOU remain in full force and effect.

NO RIGHT OF SURVIVORSHIP NON-TRANSFERABILITY

You acknowledge and agree that your account is non-transferable and any rights to the Content within your account will terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated, and all Content therein may be permanently deleted.

STATUTE OF LIMITATIONS

You acknowledge and agree that regardless of any statute or law to the contrary, any claim or action arising out of, or related to, the use of the Services or this TOU must be filed within one (1) year after the cause of action first occurred or shall be forever barred.

VIOLATIONS

Please report any and all violations of this TOU to TPC at 1-888-687-2433 or email us at Solution_Center@pamperedchef.com.