Terms Of Service

Welcome to Vic’s Scratch Kitchen, located at www.EatVSK.com (our “Site”). Please read these Terms of Use (these “Terms”) carefully because they govern your use of our Site and the other services we provide via our Site (our Site and our other services will be referred to as the “Services”).

 

AGREEMENT TO TERMS

By using our Services, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.

Arbitration notice: unless you opt out of arbitration within 30 days of the date you first agree to these terms by following the opt-out procedure specified the “Dispute Resolution” section, and except for certain types of disputes described in “Dispute Resolution” section, you agree that disputes between you and Vic’s Scratch Kitchen will be resolved by binding, individual arbitration and you are waiving your right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.

 

CHANGES TO TERMS OR SERVICES

We may modify these Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site or have communicated them to you, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you can’t use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

 

WHO MAY USE THE SERVICES

Eligibility

You may use the Services only if you are at least 18 years old and capable of forming a binding contract with Vic’s Scratch Kitchen and are not barred from using the Services under applicable law. If you’re under 18 years old, you may not use any of our Services.

Registration and Your Information

If you want to use certain features of the Services you’ll have to create an account (“Account”). You can do this on our Site or through your account with certain third-party social networking services, such as Facebook or Twitter (each, an “SNS Account”). If you choose the SNS Account option, we’ll create your Account by extracting from your SNS Account certain personal information, such as your name, email address, and other personal information that your privacy settings on the SNS Account permit us to access.

It’s important that you provide us with accurate, complete, and up-to-date information for your Account, so you agree to update such information, as needed, to keep it accurate, complete, and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and that you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them, so please keep your password secret and secure.

We want to keep all our users safe and happy, so we reserve the right, in our sole discretion, to disable, suspend, cancel, or delete any Account for any reason, or to refuse any user access to any of our Services, if we think doing so will help keep things safe and enjoyable for everybody.

 

THE SERVICES

We provide a platform through which users can buy quality prepared meals (the “Prepared Meals”). Prepared Meals are referred to in these Terms as “Meals.” You can purchase Meals at fixed prices on a one off basis. For more information on our Meals, you can visit our FAQs. Our Meal delivery is not currently available in all areas, so please visit our Delivery Zone map to see if we service your area.

We want you to love not just the Meals you find on our Site but also the whole experience you get from using our Services. We’re confident that you’ll love Vic’s Scratch Kitchen, but please understand that you use our Services at your own risk. You agree to hold us, as well as our owners, agents, subsidiaries, joint ventures, and employees (jointly and severally, our “Affiliates”) not liable, to the full extent permissible under all applicable law, for any harm, loss, or damage that may come to you or to anyone else as a consequence of your use of our Services.

We make a conscientious effort to describe and display every Meal accurately on our Site. All our Meals are handcrafted and thoughtfully planned by excellent chefs, however, occasionally a Meal you receive won’t look or taste exactly as it was described or depicted to you due to availability or market conditions beyond our control, for example. You understand that this is normal, and you agree to accept such a Meal, regardless of reasonable variation from its description or depiction. We can’t and don’t guarantee the accuracy or completeness of any description or depiction of any Meal. We reserve the right to change or update any such description or depiction, to substitute specific meal ingredients and to correct errors, inaccuracies, or omissions at any time without giving you notice.

If you have a complaint or dispute concerning a Meal you’ve purchased through our Services, please contact us, and we’ll try to fix the problem in the manner we deem appropriate, in our discretion.

 

BUYING MEALS

General. When you buy a Meal through any of our Services (such purchase, a “Transaction”), we may ask you to supply additional information relevant to your Transaction, including, without limitation, your credit-card number, the expiration date of your credit card, and your address(es) for billing and delivery (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information, whether you provide it in the course of a Transaction or in connection with your Account. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected; you may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information).

All sales are final. But if something unexpected happens in the course of fulfilling your order, we reserve the right to cancel your order for any reason; if we cancel your order we’ll refund any payment you may already have remitted to us.

 

DELIVERY

General. We can’t guarantee that every Meal will arrive exactly within the timeframe we give you when you initiate a Transaction. In particular, in the case of inclement weather or other events beyond our control that interfere with our ability to deliver your Meal, we will attempt to deliver your Meal as soon as reasonably possible. In the event that timely delivery of your Meal is not feasible, we will cancel your Meal delivery for the period so affected and issue you a credit or refund of the purchase price for that Meal. If a Meal arrives early or late, you agree that you will still accept the Meal and release us from all liability for any loss, damage, or inconvenience that you encounter as a result of early or late delivery.

 

FEEDBACK

We welcome feedback, comments, and suggestions for improvements to our Services (“Feedback”). You can submit Feedback by emailing us at info@EatVSK.com. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable, and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon, and otherwise exploit the Feedback for any purpose.

 

CONTENT AND CONTENT RIGHTS

For purposes of these Terms, “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided, or otherwise made available through the Services.

 

CONTENT OWNERSHIP, RESPONSIBILITY, AND REMOVAL

We don’t claim any ownership rights in any Content that you make available through the Services, and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, we and our licensors exclusively own all right, title, and interest in and to the Services, including all associated intellectual-property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary-rights notices incorporated in or accompanying our Services or any Content.

 

YOUR RIGHTS IN OUR CONTENT

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and view the Content solely in connection with your permitted use of our Services and solely for your personal and non-commercial purposes.

 

GENERAL PROHIBITIONS AND OUR ENFORCEMENT RIGHTS

You agree not to do any of the following:

Use, display, mirror, or frame (i) our Site or any individual element within our Site, Services, or App; (ii) Vic’s Scratch Kitchen’s name or any Vic’s Scratch Kitchen trademark, logo, or other proprietary information; (iii) the layout and design of any page or form contained on a page without Vic’s Scratch Kitchen’s express written consent;

Access, tamper with, or use non-public areas of the Site, Vic’s Scratch Kitchen’s computer systems, or the technical delivery systems of Vic’s Scratch Kitchen’s providers;

Attempt to probe, scan, or test the vulnerability of any Vic’s Scratch Kitchen system or network or breach any security or authentication measures;

Avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Vic’s Scratch Kitchen or any of Vic’s Scratch Kitchen’s providers or any other third party (including another user) to protect the Site, Services, or any of their Content;

Attempt to access or search the Site, Services, or any of their Content or download any Content from them through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data-mining tools, and the like) other than the software or search agents provided by us or other generally available third-party web browsers;

Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other form of solicitation;

Use any meta tags or other hidden text or metadata utilizing a Vic’s Scratch Kitchen trademark, logo URL, or product name without our express written consent;

Use the Site, Services, or any of their Content for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms;

Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting or in any way use the Site, Services, or any of their Content to send altered, deceptive, or false source-identifying information;

Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Site, Services, or any of their Content;

Interfere with, or attempt to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site, or Services;

Collect or store any personally identifiable information from the Site, or Services from any other user without the user’s express permission;

Impersonate or misrepresent your affiliation with any person or entity;

Violate any applicable law or regulation;

Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

We’re not responsible for the availability of outside websites or resources linked from our Site. We don’t endorse and aren’t responsible or liable for any content, advertisements, products, or other materials on or available from such websites or resources. You understand and agree that we won’t 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 third-party websites or resources.

 

TERMINATION

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at info@EatVSK.com. Upon any termination, discontinuation, or cancellation of Services or your Account, the following Terms will survive: content ownership, warranty disclaimers, limitations of liability, and dispute resolution.

 

WARRANTY DISCLAIMERS

THE SERVICES AND MEALS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.

 

INDEMNITY

You will indemnify and hold harmless Vic’s Scratch Kitchen and our owner, employees, and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or (ii) your violation of these Terms.

 

LIMITATION OF LIABILITY

NEITHER WE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR MEALS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONSUMPTION OF MEALS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT WILL OUR TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR FROM ANY MEALS YOU HAVE RECEIVED EXCEED THE AMOUNTS YOU HAVE PAID TO VIC’S SCRATCH KITCHEN FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO US, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US.

 

DISPUTE RESOLUTION

Governing Law

These Terms and any action related to them will be governed by the laws of the State of Texas without regard to its conflict of laws provisions.

 

Agreement to Arbitrate

You and we agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide us with written notice of your desire to do so by email at info@EatVSK.com or regular mail at 5380 Old Bullard Rd. Ste. 600 #231, Tyler TX 75703 within thirty (30) days following the date you first accept these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide us with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide us with an Arbitration Opt-out Notice, any Dispute will be the state and federal courts located in the State of Texas and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide us with an Arbitration Opt-out Notice, you acknowledge and agree that you and we are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and we otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

 

Arbitration Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

 

Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

 

Arbitration Location and Procedure

Unless you and we otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and we submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

 

Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. We will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

 

Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, we will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

 

Changes

Notwithstanding the provisions of the section, above, concerning changes to these Terms or to the Services, if we change this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to info@EatVSK.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and we in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

 

GENERAL TERMS

These Terms constitute the entire and exclusive understanding and agreement between you and us regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between you and us regarding the Services and Content. If for any reason a court of competent jurisdiction or an arbitrator finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given: (i) by us via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of us. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

 

Effective November 4, 2018