Terms and Conditions

The Pro-Chi Cooking Club (“Cooking Club”) is a community of home cooks sharing recipe ideas and culinary inspiration with Pro-Chi.  The Cooking Club is owned and operated by Picasso Foods, LLC  d/b/a Kim Baker Foods (“Kim Baker Foods”).  Any reference to “you” in these Terms and Conditions will refer to Cooking Club Members that have opted into the program by submitting an online form and ordering a Sampler Box on the kimbakerfoods.com website store with the designated promo code.

By becoming a Member of the Cooking Club you acknowledge that you have read and accept and agree to be bound by all of the following terms of use, conditions, and notices (“Terms and Conditions”).  Kim Baker Foods reserves the right at its sole discretion to change these Terms and Conditions at any time or from time to time. If any change is not acceptable to you, you must discontinue your Membership by notifying Kim Baker Foods in writing by emailing kbaker@kimbakerfoods.com.  Maintaining Membership after the date that these Terms and Conditions are changed, constitutes your irrevocable acceptance of such changes.

Members can earn up to a maximum of $500.  Payment will be determined based on orders received through the kimbakerfoods.com website using a unique code (“Promo Code”) assigned to each Member. Members will receive a credit for $5 per order generated on kimbakerfoods.com with your Promo Code, but this can be changed at any time upon notification to Members.  Kim Baker Foods maintains its website in good faith, but assumes no responsibility for technical difficulties, internet or website performance or other e-commerce systems that could interfere with ordering and your respective compensation.  Payments will be mailed to Members by check or Venmo monthly by the 15th of the month for all sales from the month prior.  For example, any sales generated April 1-April 30 will be paid by check mailed or Venmo sent on or before May 15.  If you believe there is an error in processing your compensation, you are responsible for contacting Kim Baker Foods within 24 hours of receiving the monthly sales to remedy the discrepancy.

Membership in the Cooking Club does not create a partnership, joint venture, or employee/employer relationship.  Members are not agents of Kim Baker Foods and agree not to hold themselves out as such.  Nothing pertaining to the Cooking Club will create or confer any rights or other benefits to Members.

Membership can be revoked by either party at any time.

Intellectual Property

You acknowledge that the information, data, text, articles, images logos, design compilation and presentation of information, graphics, or other materials (collectively, the “Content”) that are posted on or otherwise incorporated into the kimbakerfoods.com website or social media channels contain trademarks, copyrights, and other proprietary material, the ownership to which are proprietary to Kim Baker Foods protected by law, including U.S. copyrighted and trademark laws.

Disclaimers Regarding Content Distribution, Local Law, Offers and Solicitations

As a Member of our Cooking Club, you are granted a limited, non-exclusive, non-assignable and non-transferable license to access and view content specifically sent to Members as part of the Cooking Club through print and digital channels. Other than the license granted hereunder, you obtain no right to the website, digital channels, or any other content or otherwise for any other purpose than the Cooking Club.

Lawful Use

The Cooking Club and any content shared may be used only for lawful purposes. As one of the conditions of being a Member of the Cooking Club, you agree that you will in to use (or plan, encourage or help others use) any access or content provided for any purpose or in any manner that is prohibited by law.  All posts, comments and and shares of your own content on social media or other digital channels, must be in accordance with the Terms of Use of the respective sites used and it is your responsibility to ensure that your use of these sites is in compliance.

You agree that you will not:

  1. Transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, slanderous, libelous, vulgar, obscene, sexually explicit, pornographic, lewd, indecent, profane, racially, ethnically, or otherwise objectionable or that may invade another’s right of privacy or publicity or other personal rights;
  2. Post, republish, distribute, or transmit any content that you do not have the right to reproduce, display or transmit under any law or under contractual or fiduciary relationships, or in violation of the rights of any third party.
  3. Violate any applicable local, state, provincial, national or international law or regulation, or use the information provided by Kim Baker Foods for any unlawful purpose.
  4. Attempt to probe, scan or test the vulnerability of any system or network or to breach security.
  5. Post any content that constitutes or contains false or misleading indications of origin or statements of fact, causes injury of any kind to any person or entity, or infringes or violates the intellectual property rights of any third party.

Disclaimer of Warranty and Limitation of Liability

KIM BAKER FOODS PROVIDES PRODUCTS AND SERVICES THROUGH THE COOKING CLUB WITHOUT WARRANTY OF ANY KIND AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, ACCURACY OF DATA OR CONTENT, AND ADEQUACY FOR ANY PARTICULAR USE OR PRODUCTIVENESS.  NOTHING IN THESE TERMS AND CONDITIONS WILL IMPLY THAT THE WEBSITE AND COOKING CLUB WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ERRORS WILL BE CORRECTED AT A CERTAIN TIME.  YOU HEREBY ASSUME THE ENTIRE RISK ASSOCIATED WITH COOKING CLUB MEMBERSHIP.

IN NO EVENT SHALL KIM BAKER FOODS, ITS OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, SUPPLIERS, OR AGENTS HAVE ANY LIABILITY TO YOU UNDER THESE TERMS AND CONDITIONS FOR THE USE OF THE COOKING CLUB (OR ATTEMPTED USE).  TO THE MAXIMUM EXTENT PERMITTED BY LAW, KIM BAKER FOODS WILL NOT BE LIABLE TO YOU AS A MEMBER FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OR INTERRUPTION OF BUSINESS OR LOSS OF PROFITS OR REVENUES) ARISING OUT OF ANY LEGAL OR EQUITABLE THEORY, INCLUDING BUT NOT LIMITED TO BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF KIM BAKER FOODS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

YOUR ACCESS AND USE OF THE COOKING CLUB IS AT YOUR SOLE RISK.

Indemnity

You are entirely liable for activities conducted by you or anyone else in connection with your use of the Cooking Club.  If you are unsatisfied with the Cooking Club or any content  provided, your sole and exclusive remedy is to stop participating in it and the use of products and services provided by Kim Baker Foods.  You agree to defend, indemnify, and hold harmless, Kim Baker Foods,  and its affiliates, officers, directors, members, employees, suppliers, agents, or other partners from any and all liabilities, claims, demands, losses or expenses, including reasonable legal and accounting fees and costs resulting or arising from: your breach of these Terms and Conditions, any action taken or permitted which disrupts, degrades, or damages the Cooking Club, content or kimbakerfoods.com website; your infringement on any intellectual property rights, any activity (including any negligent or wrongful conduct) by you; any materials provided by you to be posted on the website or social media; your violation of the rights any third party; your posting or uploading of any content; or your actual or alleged breach of any federal, state, local or foreign law or regulations.

Termination

The Terms and Conditions are effective until terminated by Kim baker Foods, at any time without notice.  In the event of a termination, the disclaimers and limitations of liabilities set forth in these Terms and Conditions shall survive.

Governing Law

The Terms and Conditions shall be governed by and construed in accordance with federal laws of the United States of America and the internal laws of the Commonwealth of Virginia without giving effect to any principles of conflicts of law.  Your Consent to these terms and Conditions includes your consent to exclusive jurisdiction and venue in the state and federal courts for the Eastern District of Virginia (Richmond Division).  You waive all defenses or lack of jurisdiction, venue or forum non conveniens.

Miscellaneous

If any provision of these Terms and conditions shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions.  Any failure of Kim Baker Foods to exercise or enforce any legal right or remedy set forth in these Terms and Conditions, or otherwise applicable by law, shall not be deemed a waiver of Kim Baker Foods’ rights or remedies, which shall remain available to Kim Baker Foods. The rights granted under these Terms and Conditions may not be assigned to any third-party and shall be binding upon you, your successors and approved assignees.

Policy Changes

We reserve the right to Change our Terms and Conditions at any time.  Date of last update or revision: April 21, 2020.

 

 

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