Terms of Services

Potluck, Inc. Welcomes you. We provide you access to our Website subject to the following terms of use, which may be updated by us from time to time without notice to you. By accessing or using the Website, you acknowledge that you have read, understood, and agree to be legally bound by these terms of use and our privacy policy, which is hereby incorporated by reference. If you do not agree to any of these terms, then please do not use the Website.

 

DESCRIPTION OF SITE AND RESTRICTIONS

We provide visitors and Registered Users with access to the site as described below.

A Visitor, as the term implies, is anyone who does not register with us as a paying user but wants to explore the site. No login is required for Visitors to view all publicly available portions of the Website and email us, but a login may be required for Visitors to rsvp for an event organized by a Registered User.        

RegisteredUsers are paying members and can do all the things that visitors can do, plus access additional features and functionality available only to Registered Users, including creating events and inviting others to the events and create, access, manage, and update their own personal accounts on the Website.

Potluck is under no obligation to accept any individual as a Registered User and may accept or reject any registration in its sole and complete discretion. In addition, Potluck may deactivate or suspend any account at any time, including, without limitation, if it determines that a Registered User has violated this agreement. We reserve the right, in our sole and absolute discretion, to deny you access to the Website, or any portion of the Website, without notice and without reason.

 

COMMUNITY GUIDELINES

Our community, like any community, functions best when our users follow a few simple rules. By accessing the Website, you agree to comply with these community guidelines and that:

·     You will comply with all applicable laws in your use of the Website and will not use the Website for any unlawful purpose.

·     You will not access or use the Website to collect any market research for a competing business.

·     You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.

·     You will not interfere with, or attempt to interrupt the proper operation of, the Website through the use of any virus, device, information collection or transmission.mechanism, software or routine, or access or attempt to gain access to any content(as defined below), data, files, or passwords related to the Website through hacking, password or data mining, or any other means.

·     You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Website.

·     You will not cover, obscure, block, or in any way interfere with any safety features on the Website.

·     You will not use any robot, spider, scraper, or other automated means to access theWebsite for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials.

·     You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure.

·     If you find something that violates our community guidelines, please email details to support@potluck.us and we’ll review it.

REGISTRATION AND UNIQUE IDENTIFIERS 

If you wish to become a Registered User you will be prompted to create an account, which includes your full name (“sign-in name”), a password, and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (“unique identifiers”). When creating your account, you must provide true, accurate, current, and complete information. Each sign-in name and corresponding password can be used by only one Registered User.You are solely responsible for the confidentiality and use of your sign-in name, password, and unique identifiers, as well as for any use, misuse, or communications entered or payments made through the Website using one or more of them. You will promptly inform us of any need to deactivate a password or sign-in name or change any unique identifier. We reserve the right to delete or change your password, sign-in name, or unique identifier at any time and for any reason and shall have no liability to you for any loss or damage caused by such action. Potluck will not be liable for any loss or damage caused by any unauthorized use of your account.

 

INTELLECTUAL PROPERTY

The Website contains material, such as videos, photographs, software, text, graphics, images, sound recordings, and other material provided by or on behalf of Potluck(collectively referred to as the “content”). The content may be owned by us orby third parties. The content is protected under both united states and foreign laws. Unauthorized use of the content may violate copyright, trademark, and other laws. You have no rights in or to the content, and you will not use the content except as permitted under this agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original content on any copy you make of the content. You may not sell, transfer, assign, license, sublicense, or modify the content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the content in any way for any public or commercial purpose. The use or posting of the content on any other Website orin a networked computer environment for any purpose is expressly prohibited.

The trademarks, service marks, and logos of Potluck (the “Potluck trademarks”) used and displayed on the Website are registered and unregistered trademarks or service marks of Potluck. Other company, product, and service names located on the Website may be trademarks or service marks owned by others (the “third-party trademarks,” and, collectively with Potluck trademarks, the “trademarks”). Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the trademarks, without our prior written permission specific for each such use. Use of the trademarks as part of a link to or from any Website is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use ofPotluck trademarks inures to our benefit.

Elements of the Website are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the content may be retransmitted without our express, written consent for each and every instance.

 

USER CONTENT AND LICENSES

The Website and our social media pages may allow you to post and upload content(collectively, “user content”). You expressly acknowledge and agree that once you submit your user content for inclusion into the Website or our social media pages, it will be accessible by others, and that there is no confidentiality or privacy with respect to such user content, including, without limitation, any personally identifying information that you may make available. You, and not Potluck, are entirely responsible for all your user content that you upload, post, email, or otherwise transmit via the Website or our social media pages.

You retain all copyrights and other intellectual property rights in and to your own user content. You do, however, hereby grant us and our sublicensees anon-exclusive, royalty-free, freely sub-licensable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your user content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised. You also grant us and our sublicensees the right, but not the obligation, to use your user content, your social media sign-in name, name, likeness, and photograph in connection with any use of the related user content permitted by the previous sentence and/or to advertise and promote the Website, Potluck, and our products and services. Without limiting the foregoing, you acknowledge and agree that uses of your user content, sign-in name, name, likeness, and photograph permitted by the foregoing rights and licenses may include the display of such user content, sign-in name, name, likeness, and photograph adjacent to advertising and other material or content, including for profit. 

If you submit user content to us, each such submission constitutes are presentation and warranty to Potluck that such user content is your original creation (or that you otherwise have the right to provide the user content),that you have the rights necessary to grant the license to the user content under the prior paragraph (including, without limitation, any sensitive or personally identifiable information contained therein), and that it and its use by Potluck and its content partners as permitted by this agreement does not and will not infringe or misappropriate the intellectual property, privacy, or moral rights of any person or contain any libelous, defamatory, or obscene material or content that violates our community guidelines.

 

COMMUNICATIONS WITH AND SUBMISSIONS TO US

 Although we encourage you to e-mail us, we do not want you to, and you should not, email us any content that contains confidential information. With respect to all e-mails and communications you send to us, including, but not limited to, ratings, feedback, questions, comments, suggestions, and the like, we shall be free to use any ratings data, ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production, and marketing of products and services that incorporate such information without compensation or attribution to you.

 

NO WARRANTIES; LIMITATION OF LIABILITY

 You acknowledge that Potluck does not represent or warrant that the content and any other data or information provided through the Website will be accurate or complete.

 You also acknowledge that the Website may contain bugs, errors, and other problems that could cause system failures. Consequently, the Website and the content are provided “as is” and “as available” without any warranties of any kind, including that the Website or content will operate error-free or that the Website, its servers, or the content are free of computer viruses or similar contamination or destructive features.

 We disclaim all warranties, including, but not limited to, warranties of title, merchantability, non-infringement of third parties’ rights, and fitness for particular purpose and any warranties arising from a course of dealing, course of performance, or usage of trade.

In connection with any warranty, contract, or common law tort claims we and our licensors shall not be liable for any incidental or consequential damages, lost profits, or damages resulting from lost data or business interruption resulting from the use or inability to access and use the Website or the content, even if we have been advised of the possibility of such damages; and any direct damages that you may suffer as a result of your use of the Website or the content shall be limited to fifty United States dollars (USD$50).

Some jurisdictions do not allow the exclusion of certain warranties. Therefore, some of the above limitations on warranties in this section may not apply to you.

Nothing in these terms of use shall affect any non-waivable statutory rights that apply to you.  

 

EXTERNAL SITES

The Website may contain links to third-party Websites (“external sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such external sites. The content of such external sites is developed and provided by others. You should contact the site administrator or webmaster for those external sites if you have any concerns regarding such links or any content located on such external sites. We are not responsible for the content of any linked external sites and do not make any representations regarding the content or accuracy of materials on such external sites. You should take precautions when downloading files from all Websites to protect your computer from viruses and other destructive programs. If you decide to access linked external sites, you do so at your own risk.

 

INDEMNIFICATION

You hereby represent, warrant, and covenant that:

·     You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your user content and any other works that you incorporate into your user content, and all the rights necessary to grant the licenses and permissions you grant hereunder.

·     Use of your user content in the manners contemplated in this agreement shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party.

·     You shall not submit to the Website or any of our social media pages any user content that violates our community guidelines set forth above or any other term of this agreement.

You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, successors, licensees, licensors, and assigns harmless from and against any damages, liabilities, losses, expenses, claims, actions, and/or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this agreement, your misuse of the content or the Website; and/or your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control (at your expense)of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

 

COMPLIANCE WITH APPLICABLE LAWS

Potluck’s servers are based in the United States. We make no claims concerning whether the content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Website or the content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

 

TERMINATION OF THE AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this agreement and your access to all or any part of the Website, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website at any time without prior notice or liability. All Sections Including and below INTELLECTUAL PROPERTY shall survive the termination of this agreement.

 

DIGITAL MILLENNIUM COPYRIGHT ACT

Potluck respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any content deemed to have been posted or distributed in violation of any such laws.

Our designated agent under the digital millennium copyright act (the “act”) for the receipt of any notification of claimed infringement which may be given under that act may be requested by emailing support@potluck.us.

If you believe that your work has been copied on the Website in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the act, including a description of the copyrighted work that has been infringed and the specific location on the Website where such work is located, a description of the location of the original or an authorized copy of the copyrighted work, your address, telephone number and email address, a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law, a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

 

CONTROLLING LAW

 This agreement and any action related thereto will be governed by the laws of the state of Tennessee without regard to its conflict of laws provisions.

 

BINDING ARBITRATION

In the event of a dispute arising under or relating to this agreement, the content, or the Website (each, a “dispute”), either party may elect to finally and exclusively resolve the dispute by binding arbitration governed by the federal arbitration act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. If either party chooses arbitration, neither party shall have the right to litigate such claim in court or to have a jury trial, except either party may bring its claim in its local small claims court, if permitted by that small claims court rules and if within such court’s jurisdiction. Arbitration is different from court, and discovery and appeal rights may also be limited in arbitration. All disputes will be resolved before a neutral arbitrator selected jointly by the parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by jams pursuant to its then current comprehensive arbitration rules and procedures and in accordance with the expedited procedures in those rules, or, where appropriate, pursuant to jams’ streamlined arbitration rules and procedures. All applicable jams’ rules and procedures are available at the jams website www.jamsadr.com.Each party will be responsible for paying any jams filing, administrative, and arbitrator fees in accordance with jams rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information)relevant to the dispute immediately after commencement of the arbitration. Asset forth in section 16 below, nothing in this agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.

 

CLASS ACTION WAIVER

You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually. To the full extent permitted by law, no arbitration or proceeding shall be joined with any other; there is no right or authority for any dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. You agree that you may bring claims against us only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

 

EQUITABLE RELIEF

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this agreement. We may, without waiving any other remedies under this agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the state of Tennessee, Davidson County for purposes of any such action by us.

 

COMMUNICATIONS DECENCY ACT NOTICE

Potluck is a provider of “interactive computer services” as defined under the communications decency act, 47 U.S.C. section 230, and as such, our liability for defamation, libel, product disparagement, and other claims arising out of any user content is limited as described therein. We are not responsible for any user content. We neither warrant the accuracy of the user content nor exercise any editorial control over user content, nor do we assume any legal obligation for editorial control of user content or liability in connection with user content, including any responsibility or liability for investigating or verifying the accuracy of any user content.

 

MISCELLANEOUS

Our failure to act on or enforce any provision of the agreement shall not be construed as a waiver of that provision or any other provision in this agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.Except as expressly agreed by us and you in writing, this agreement constitutes the entire agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.