TALKING OVER FOOD
General Terms and Conditions AND RELEASE
Applicability.
These terms and conditions for services (these "Terms") are the only terms that govern the provision of services by CNVRG INC d/b/a Talking over Food ("Service Provider") to the individual registering for the Services (as defined below) through the website www.talkingoverfood.com/registration or its successor site ("Customer").
The accompanying email confirmation of attendance (the "Order Confirmation") and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.
These Terms prevail over any of Customer's general terms and conditions regardless of whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer's terms and conditions and does not serve to modify or amend these Terms.
Services. Service Provider shall provide the services to Customer as described below and in the Order Confirmation (the "Services") in accordance with these Terms:
Service Provider will provide a cooking class to Customer and other registered customers pursuant to South Carolina Regulation 61-25, 8-301.12(A)(17),
Service Provider will provide education and instruction related to preparation of the menu contained in the Order Confirmation, and
Customer and other registered customers shall be the exclusive consumers of the foods prepared by Customer and other registered customers with the assistance of Service Provider.
Performance Dates. Service Provider shall use reasonable efforts to meet any performance dates specified in the Order Confirmation. If Service Provider is unable to meet the performance dates specified in the Order Confirmation, Customer will be offered priority seating for the next available event date in lieu of a refund.
Customer's Obligations. Customer shall:
cooperate with Service Provider in all matters relating to the Services;
inform Service Provider of any dietary restrictions immediately upon receipt of the Order Confirmation;
respond promptly to any Service Provider request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement;
utilize a transportation service to and from the venue where the Services are performed. PARKING IS NOT AVAILABLE AT THE VENUE WHERE THE SERVICES ARE PERFORMED.
Customer's Acts or Omissions. If Service Provider's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
Fees and Expenses; Payment Terms; Interest on Late Payments.
In consideration of the provision of the Services by Service Provider and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the Order Confirmation.
In the event Customer requests and Service Provider agrees to perform the Services at a Customer-designated location, Customer agrees to reimburse Service Provider for all reasonable travel and out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services.
Customer shall pay all amounts due pursuant to the Order Confirmation to Service Provider upon Customer’s receipt of the Order Confirmation. Payment instructions will be provided in the Order Confirmation. All expenses due from Customer pursuant to Section 6(b) of these Terms shall be invoiced separately and are due from Customer upon invoice receipt.
Customer Representations and Warranties.
Customer represents and warrants to Service Provider that the Agreement is a binding contract between Service Provider and Customer, and that Customer is of legal age and of sound mind to enter into the Agreement.
Customer represents and warrants that it understands and accepts that Service Provide is not required to obtain a Retail Food Establishment Permit under South Carolina Regulation 61-25 pursuant to South Carolina Regulation 61-25, 8-301.12(A)(17)
Customer represents and warrants that it will not drive to or from the location where the Services are performed, and Customer will utilize a transportation service to and from the location where the Services are performed.
Customer represents and warrants that it understands and acknowledges that consuming raw or undercooked foods may increase the risk of foodborne illness, and Customer consumes such food at its own risk.
Customer represents and warrants that it will provide Service Provider with any dietary restrictions Customer has immediately upon receipt of the Order Confirmation.
Disclaimer of Warranties. SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS.
Waiver and Release. BY ACCEPTING THIS AGREEMENT AND/OR ACCEPTING THE SERVICES FROM SERVICE PROVIDER, CUSTOMER, ON BEHALF OF ITSELF, ITS REPRESENTATIVES AND SUCCESSORS, ACKNOWLEDGES THAT PARTICIPATION IN OR CONSUMPTION OF THE SERVICES COULD RESULT IN INJURY TO CUSTOMER. CUSTOMER HEREBY RELEASES SERVICE PROVIDER, THE INDIVIDUAL(S) PERFORMING THE SERVICES ON BEHALF OF SERVICE PROVIDER, AND THE OWNER(S) OF THE VENUE WHERE THE SERVICES ARE PERFORMED FROM ANY LIABILITY ARISING BECAUSE OF OR IN CONNECTION WITH CUSTOMER’S PARTICIPATION IN OR CONSUMPTION OF THE SERVICES. CUSTOMER SHALL INDEMNIFY SERVICE PROVIDER, THE INDIVIDUAL(S) PERFORMING THE SERVICES ON BEHALF OF SERVICE PROVIDER, AND THE OWNER(S) OF THE VENUE WHERE THE SERVICES ARE PERFORMED FROM ANY CLAIMS BROUGHT BY ANY THID PARTY FOR DAMAGES BASED ON CUSTOMER’S PARTICIPATION IN OR CONSUMPTION OF THE SERVICES, OR CUSTOMER’S FAILURE TO ABIDE BY ANY OF THE TERMS OF THIS AGREEMENT. by entering into this Agreement, customer fully understands the terms, including the waiver and release, and understands that It has given up substantial rights, for itself and its representatives and successors. customer intends the waiver and release described under this Agreement to be a complete and unconditional release of all liability to the greatest extent allowed by the law.
Limitation of Liability.
IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED PRICE OF THE SERVICES AS DESIGNATRED ON THE ORDER CONFIRMATION.
Termination. In addition to any remedies that may be provided under this Agreement, Service Provider may terminate this Agreement with immediate effect upon written notice to Customer, if Customer:
fails to pay any amount when due under this Agreement and such failure continues for five (5) days after Customer's receipt of written notice of nonpayment;
has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or
Waiver. No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Force Majeure. Service Provider shall not be liable or responsible to Customer, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the Service Provider's control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, epidemic(s) or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) telecommunication breakdowns, utility outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; (h) unavailability of the location where the Services are intended to be performed; and (i) other similar events beyond the control of Service Provider.
Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of South Carolina without giving effect to any choice or conflict of law provision or rule (whether of the State of South Carolina or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of South Carolina.
Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the courts of the United States of America or the courts of the State of South Carolina in each case located in the City of Greer and County of Greenville, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth in the Order Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Disclaimer of Warranties, Waiver and Release, Limitation of Liability, Governing Law, Submission to Jurisdiction, and Survival.
Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.