These Terms of Service (“Agreement” or “Terms”) constitute a binding agreement between you (“End User” or “you”) and What’s For Dinner Technologies, LLC d/b/a Culineer (“Company”). These Terms govern your access to and use of the Culineer web application and related online services (the “Platform”) available at culineerapp.com and any related websites or tools operated by Company. The Platform is licensed, not sold, to you.

The Platform is a two-sided service that helps consumers learn about locally produced food, find producers near them, and connect with like-minded people in the community, and that provides food producers, farmers markets, and other businesses with marketing and connection tools.

BY ACCESSING, REGISTERING WITH, OR USING THE PLATFORM, OR BY CLICKING THE “AGREE” BUTTON, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS, REGISTER WITH, OR USE THE PLATFORM.

1. License Grant

Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, and nontransferable license to:

• access and use the Platform for its intended purposes, including, for consumers, personal use to learn about local food, find producers, and participate in the community, and, for food producers, farmers markets, and other businesses, use of the marketing and connection tools made available through the Platform in connection with your legitimate business activities; and
• access, view, and use the Content and Services (as defined in Section 5) made available in or otherwise accessible through the Platform, strictly in accordance with this Agreement.

2. License Restrictions

You shall not:

• copy the Platform, except as expressly permitted by this license;
• modify, translate, adapt, or otherwise create derivative works or improvements of the Platform;
• reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof;
• remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform, including any copy thereof;
• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform, or any features or functionality of the Platform, to any third party for any reason, except as expressly permitted for legitimate business use of marketing tools by producers and businesses as described in Section 1; or
• remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Platform.

3. Reservation of Rights

You acknowledge and agree that the Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform under this Agreement, or any other rights thereto other than to use the Platform in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

4. Collection and Use of Your Information

You acknowledge that when you access, register with, or use the Platform, Company may use automatic means to collect information about your device and about your use of the Platform. You also may be required to provide certain information about yourself as a condition to registering with or using the Platform or certain of its features or functionality, and the Platform may provide you with opportunities to share information about yourself with others.

Company values data privacy. Company does not sell or share your personal data with third parties for their marketing purposes. Personal data is shared only when you choose to share it or when required by law. Company does track user activity for internal use to improve product development and to gather marketing attribution.

All information we collect through or in connection with this Platform is subject to our Privacy Policy. By accessing, registering with, using, and providing information to or through this Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

5. Content and Services; Community Standards

Your access to and use of the features, functionality, and content accessible on or through the Platform (“Content and Services”) may require you to register with the Platform, and your failure to do so may restrict you from accessing or using certain of the Platform’s features and functionality.

Culineer is intended as a place to learn and connect around locally produced food. Company aims to inform—not to judge. Company does not decide what food is better for users to buy; the Platform is intended to give users insights so they can make informed decisions. Users are expected to be respectful in their communication. The Platform is not a place for divisive communication but instead a place to learn.

You agree not to post or transmit content that is harassing, abusive, defamatory, hateful, or that otherwise violates the rights of others or is inconsistent with the purpose of the Platform.

Company reserves the right to remove content or restrict access that violates these standards or this Agreement.

6. Geographic Restrictions

The Content and Services are based in the Commonwealth of Pennsylvania in the United States, and we make no representation that the Content and Services are appropriate for use in jurisdictions outside of the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.

7. Updates

Company may from time to time in its sole discretion develop and provide Platform updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that the Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You further agree that all Updates will be deemed part of the Platform and be subject to all terms and conditions of this Agreement.

8. Artificial Intelligence Features

Company uses artificial intelligence and related technologies to support development, improve internal business processes, and enhance the Platform. Company plans to use artificial intelligence to provide personalized experiences. AI-generated or AI-assisted content and recommendations are provided for informational purposes and may be incomplete or inaccurate. You should not rely solely on such content for important decisions. Company makes no representation or warranty regarding the accuracy, completeness, or reliability of any AI-generated or AI-assisted output.

9. Third-Party Materials

The Platform may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services (“Third-Party Materials”). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, security, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

10. Term and Termination

The term of this Agreement commences when you acknowledge your acceptance and will continue in effect until terminated by you or Company as set forth in this Section 10.

(a) By You. You may terminate this Agreement by discontinuing use of the Platform and, if applicable, deleting your account. You may make a written request to the Company to delete all of your personal information associated with the Platform. You acknowledge and agree that Company may not be able to delete all of your personal information, but Company will use commercially reasonable efforts to do so.

(b) By Company. Company may terminate this Agreement at any time, for any reason, with or without notice. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

Upon termination all rights granted to you under this Agreement will also terminate and you must cease all use of the Platform. Termination will not limit any of Company’s rights or remedies at law or in equity.

11. Disclaimer of Warranties

THE PLATFORM IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM OR THE CONTENT AND SERVICES FOR:

• PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, DEVICE OR EQUIPMENT FAILURE OR MALFUNCTION, OR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
• DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE PLATFORM.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

13. Indemnification

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Platform or your breach of this Agreement, including but not limited to the content you submit or make available through this Platform.

14. Export Regulation

The Platform may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Platform to, or make the Platform accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Platform available outside the U.S.

15. Severability

If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect; provided, however, that if any fundamental term or provision of this Agreement is invalid, illegal, or unenforceable, the remainder of this Agreement shall be unenforceable.

16. Governing Law

This Agreement is governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania in the United States, excluding any laws that implement the United Nations Convention on Contracts for the International Sale of Goods or the United States Uniform Commercial Code, and excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws. Subject to the following paragraph, you submit to the exclusive jurisdiction of the federal courts of the United States or the courts of the Commonwealth of Pennsylvania, each case located in Harrisburg, Pennsylvania and Dauphin County, although we retain the right to bring any suit, action or proceeding against you for breach of this Agreement in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

17. Limitation of Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

18. Entire Agreement

This Agreement and our Privacy Policy constitute the entire agreement between you and Company with respect to the Platform and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Platform.

19. Waiver

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any other terms, the terms of this Agreement shall govern.

20. Contact

Questions about these Terms may be directed to:

What’s For Dinner Technologies, LLC d/b/a Culineer
Email: support@culineerapp.com
Website: culineerapp.com