Legal
Terms of Service.
The terms that govern your use of the Privae platform. Last updated August 20, 2026.
The terms that govern your use of the Privae platform. Last updated August 20, 2026.
IMPORTANT: THESE TERMS CONTAIN WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, INDEMNIFICATION OBLIGATIONS, AND A BINDING INDIVIDUAL ARBITRATION AGREEMENT AND CLASS-ACTION WAIVER IN SECTION 22. PLEASE READ THEM CAREFULLY.
These Terms of Service, together with any policies expressly incorporated by reference (collectively, the "Terms" or this "Agreement"), are a legally binding agreement between you and Pickled Systems, Inc., a Delaware corporation doing business as Privae ("Privae," "we," "us," or "our"). These Terms govern your access to and use of the Privae mobile application, websites, and related features, content, communications, and services (collectively, the "Platform").
If you create an account, request or accept a Booking, or otherwise use a transactional feature of the Platform, you will be required to affirmatively accept these Terms. By clicking or otherwise electronically indicating that you accept these Terms, you acknowledge that you have read, understood, and agree to be bound by them. If you do not agree, do not create an account, request or accept a Booking, or use the Platform.
The Privacy Policy explains how Privae collects, uses, discloses, and protects Personal Information and is incorporated into these Terms to the extent expressly stated. If there is a conflict between these Terms and the Privacy Policy concerning contractual rights or obligations, these Terms control; the Privacy Policy controls as to Privae's stated privacy practices.
Certain provisions apply differently depending on whether you use the Platform as a Client or a Chef. If you use the Platform in both capacities, the provisions applicable to each capacity apply to you when acting in that capacity.
Privae operates an online marketplace and technology platform that connects persons seeking in-home cooking and meal-preparation services ("Clients") with independent private chefs who offer and provide those services ("Chefs"). Clients and Chefs are referred to collectively as "Users."
Privae provides the Platform and related marketplace functionality. Privae is not a chef, caterer, restaurant, food-service establishment, or provider of Chef Services. Except to the extent required by applicable law or expressly stated in these Terms, Privae does not prepare, cook, handle, select, inspect, or serve food and does not direct the culinary methods used by a Chef.
A contract for Chef Services is formed directly between the Client and the Chef when a Booking is confirmed. Privae is not a party to that service contract. Each Chef is responsible for the Chef Services the Chef offers and performs, and each Client is responsible for the Client obligations described in these Terms.
Privae may establish and enforce neutral Platform standards reasonably designed to address safety, fraud prevention, legal compliance, insurance, identity verification, payments, technical interoperability, user conduct, and marketplace integrity. Those Platform standards do not make Privae the provider of Chef Services and do not authorize a Chef to bind Privae.
Privae does not guarantee any User, Booking, listing, menu, review, rating, background-screening result, or outcome of a Chef Service. Users remain responsible for evaluating counterparties and exercising appropriate judgment.
Platform: the Privae app, websites, and related features, content, communications, and services.
Chef Services: the in-home cooking, meal-preparation, and related services that a Chef offers and provides directly to a Client.
Booking: a confirmed request for Chef Services made through the Platform.
Minimum Duration: the minimum chargeable duration for a Booking, as set by the applicable Chef and displayed before confirmation.
Service Rate: the hourly or other service price set by a Chef for Chef Services and displayed to a Client, inclusive of any Privae commission deducted from the Chef's gross service charge but exclusive of any separately disclosed Client service fee, taxes, and optional tip.
Privae Fees: Privae's commission, Client service fee, and any other Platform fee expressly disclosed before it is incurred.
Content: text, photographs, images, video, audio, listings, menus, recipes, ingredient lists, ratings, reviews, and other materials submitted to, created for, or made available through the Platform.
Chef Content: Content provided by, owned by, licensed by, or depicting a Chef, including photographs, images, videos, audio, menus, recipes, dishes, ingredient lists, business names, and profile materials.
Matched User: a User whom you first identify, communicate with, receive a Booking from, book, or otherwise meet through the Platform, excluding a person with whom you can document a material pre-existing service relationship that existed before the Platform introduction.
Third-Party Claim: a claim, demand, action, investigation, or proceeding brought by a person or entity other than the indemnifying User and the indemnified Privae party.
The Platform is available only to persons who are at least eighteen (18) years old, or the age of majority in their jurisdiction if higher, and who can form a legally binding contract. The Platform is offered only to Users located in the United States. By using the Platform, you represent and warrant that you satisfy these requirements and that information you provide is accurate, current, and complete.
If you use the Platform on behalf of a business or other legal entity, you represent that you are authorized to bind that entity, and "you" includes that entity. Privae may require reasonable documentation of authority.
To request or provide Chef Services, you must register for an account. You agree to provide and maintain accurate information, keep your credentials confidential, and promptly notify Privae of suspected unauthorized access.
You may not impersonate another person, create an account using materially false information, transfer your account, or permit another person to use your identity to complete a Booking. Unless Privae expressly permits otherwise, each natural person may maintain only one personal account.
Subject to applicable law and any required notice or process, Privae may refuse, limit, suspend, or terminate an account when Privae reasonably believes the account presents a safety, fraud, legal, payment, or marketplace-integrity risk or that the User has violated these Terms.
Chefs are intended to operate as independent contractors and independent businesses, and not as employees, agents, partners, franchisees, joint venturers, or fiduciaries of Privae. No User has authority to bind Privae or make representations, warranties, or commitments on Privae's behalf.
Subject to the lawful Platform standards described in these Terms, each Chef independently determines whether to offer Chef Services, whether to accept or decline a Booking, the Chef's availability and service area, menus, Service Rate, Minimum Duration, culinary methods, sequence of work, and the equipment and supplies the Chef uses. Privae does not require a Chef to accept any minimum number of Bookings or maintain minimum hours or availability.
Chefs may advertise and provide services to the general public and may provide services through other businesses or competing platforms, provided that they comply with the limited non-circumvention obligations in Section 15 regarding Matched Users.
Each Chef is responsible for the Chef's business expenses, taxes, insurance, licenses, permits, equipment, supplies, and risk of profit or loss arising from the Chef's business, except for any amount Privae expressly agrees in writing to pay.
The parties acknowledge that worker classification is determined by applicable law and the actual facts of the relationship, not solely by contractual labels. Nothing in these Terms waives any non-waivable right or conclusively determines a classification that applicable law requires to be determined otherwise.
If you use the Platform as a Client, you represent, warrant, and agree that you will:
You are responsible for evaluating whether a Chef is suitable for your needs. Profile information, ratings, reviews, identity verification, and background screening are limited tools and are not guarantees of a Chef's future conduct, qualifications, or suitability.
If you offer or provide Chef Services, you represent, warrant, covenant, and agree that you will:
Chef insurance. While you offer Chef Services through the Platform, you will, at your own expense, maintain Commercial General Liability insurance that includes products-completed operations and food-borne illness liability, with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate, issued by an insurer reasonably acceptable to Privae. To the extent commercially available on reasonable terms, the policy will name Pickled Systems, Inc. and its affiliates as additional insureds for claims arising from your Chef Services and will be primary and non-contributory with respect to coverage Privae may maintain. You will provide a Certificate of Insurance at onboarding and upon reasonable request and will promptly notify Privae of cancellation or a material reduction in required coverage.
If you use a vehicle in connection with Chef Services, you will maintain automobile liability insurance meeting all legal requirements and, if Privae has disclosed a higher minimum applicable to your use before the relevant Booking, that higher minimum. If you employ personnel in connection with your business, you will maintain workers' compensation and other employer-required coverage to the extent required by law.
Insurance does not limit your responsibility for liabilities arising from your Chef Services. Privae's verification of a certificate or other insurance information is not a representation that coverage is adequate, valid, or available for a particular claim.
Payment processor. Payments and payouts are processed through Stripe or another payment processor identified by Privae. By making or receiving a payment through the Platform, you authorize Privae and the applicable payment processor to process charges and payouts and to exchange information reasonably necessary to do so, subject to the processor's applicable terms.
Service Rate, commission, and Client service fee. Each Chef sets the Service Rate and Minimum Duration for the Chef Services the Chef offers. The Service Rate displayed to the Client is the full stated price for the Chef Services before taxes, any separately disclosed Client service fee, and any voluntary tip. Privae may deduct a commission from the gross amount charged at the Service Rate before paying the Chef. The commission rate or calculation method applicable to a Chef will be disclosed to that Chef before the Chef accepts a Booking to which it applies. That commission is part of Privae's compensation from the Chef and is not added on top of the displayed Service Rate. A separate Client service fee, if any, will be clearly disclosed before the Client confirms the Booking.
Before a Client confirms a Booking, the Platform will display the material price components then reasonably calculable, including the Service Rate, Minimum Duration or estimated service amount, separately charged Privae service fee, and applicable taxes. If the final amount depends on actual time worked, the Platform will disclose that fact before confirmation. Optional tips are not included unless selected by the Client.
Authorization hold and final charge. At Booking, the Client authorizes Privae and Stripe to place a temporary authorization hold in the amount displayed at checkout (the "Holding Amount"), which may be based on the Minimum Duration or another disclosed estimate. After the Chef Services are completed, the Client authorizes a charge for the actual time or service amount reported in accordance with the Booking, subject to the Minimum Duration, plus the separately disclosed Privae service fee, applicable taxes, and any tip the Client elects to add. If the final amount exceeds the Holding Amount, the Client authorizes the additional charge. If it is lower, the unused portion of the hold will be released or adjusted in accordance with the payment processor's procedures.
Privae as limited payment collection agent. For amounts owed to a Chef for a Booking, the Chef appoints Privae as the Chef's limited payment collection agent solely to facilitate collection through the Platform and settlement through the payment processor. A Client's payment of the Chef portion of a properly charged Booking to Privae or its payment processor satisfies the Client's payment obligation to the Chef for that amount, even if settlement to the Chef is later delayed, withheld, reversed, or adjusted as permitted by these Terms or applicable law.
Chef earnings and settlement. After completion of a Booking and successful payment, the amount payable to the Chef, net of Privae's disclosed commission and any lawful refund, chargeback, reserve, withholding, tax, or adjustment, will be made available for settlement through the payment processor according to the applicable payout schedule and verification requirements. Any balance displayed in the Platform is a bookkeeping record of amounts pending settlement; it is not represented as a bank account, deposit account, stored-value account, or general-purpose wallet, and it may not be used to transmit money to third parties unless Privae separately implements a legally compliant feature expressly permitting that use.
Privae may place a reasonable, risk-based hold or reserve on a payout when necessary to address suspected fraud, chargebacks, disputes, legal requirements, payment-processor requirements, or material breach of these Terms, subject to applicable law. Privae will not unreasonably withhold undisputed amounts.
Tips. Tips are voluntary, are intended for the Chef, and will not be subject to Privae's commission unless Privae clearly discloses otherwise before the tip is submitted.
Taxes and tax forms. Each User is responsible for the User's own tax obligations. Privae, Stripe, or another payment provider may collect tax information, withhold amounts, and issue tax forms where required by law. Nothing in these Terms is tax advice.
Chargebacks, reversals, and adjustments. If a payment is reversed, charged back, refunded, disputed, or found to have been processed in error, Privae may recover or offset the corresponding amount from the User responsible for it, including from future payouts, to the extent permitted by law and the payment processor's rules.
Prospective fee changes. Privae may change its commission or service fee on a prospective basis. Any changed commission rate or calculation method will be disclosed to an affected Chef before it applies to a new Booking, and any Client service fee will be disclosed before the Client confirms the Booking. A fee change will not increase the Privae Fees for a Booking already confirmed unless the affected User expressly agrees to the change or applicable law requires an adjustment.
Client cancellations. A Client may cancel a Booking without a cancellation charge if cancellation is completed at least twenty-four (24) hours before the scheduled start time. If a Client cancels less than twenty-four (24) hours before the scheduled start time, fails to appear, or fails to provide access at the scheduled time, the Holding Amount described in Section 9 may be charged as the late-cancellation amount, subject to applicable law.
Failure to provide required groceries or access. If the Client is responsible for providing groceries or ingredients and the Chef arrives at the scheduled time but the materially required groceries or ingredients are not reasonably available, or if the Chef cannot lawfully or safely access the service location because of a condition within the Client's control, the Booking may be treated as a late cancellation and the Holding Amount may be charged, subject to applicable law.
Chef cancellations. If a Chef cancels a Booking, the Client will not be charged for unperformed Chef Services and any unused authorization hold will be released. Privae may take proportionate account action against repeated or abusive Chef cancellations, subject to applicable law.
Cancellation by Privae. Privae may cancel or suspend a Booking when reasonably necessary for safety, suspected fraud, legal compliance, payment failure, Platform integrity, or material breach. If Privae cancels a Booking before Chef Services are performed, the Client will not be charged for the unperformed Chef Services and any unused authorization hold will be released. To the fullest extent permitted by law, Privae is not responsible for consequential losses caused solely by the cancellation of a Booking; this sentence does not waive liability that applicable law does not permit Privae to waive.
Allocation of cancellation charges. The allocation of a cancellation charge between Privae and the Chef is an internal settlement matter and does not increase the amount charged to the Client beyond the amount disclosed before the Booking was confirmed.
Other refunds. Because the Client and Chef contract directly for Chef Services, disputes about service quality, performance, or other adjustments beyond the express cancellation terms should first be raised through the Platform so Privae can facilitate communication. Nothing in this Section limits any refund or remedy required by applicable law.
Privae may use identity verification and credential verification in connection with Chef onboarding and, at a stage permitted by applicable law, may conduct background screening through one or more third-party providers. Privae may conduct later screening only where lawful and reasonably necessary.
Background screening has inherent limitations. A report reflects only information available to the screening source at a particular time and cannot predict future conduct. Privae does not guarantee that a screening report, identity-verification result, or Chef profile is complete, current, error-free, or a substitute for a Client's own judgment.
Acceptance of these Terms is not, by itself, a stand-alone authorization for Privae to obtain a consumer report where the Fair Credit Reporting Act ("FCRA") or another law requires a separate disclosure or authorization. Where Privae obtains or uses a consumer report for a purpose subject to the FCRA, Privae will use a separate disclosure and authorization process and will provide any pre-adverse-action and adverse-action notices required by applicable law.
Where New York City's Fair Chance Act or another criminal-history law applies to Privae's screening or eligibility decision, Privae will conduct criminal-history inquiries and any resulting adverse-action process only at the stage and in the manner permitted by applicable law. Nothing in these Terms authorizes Privae to consider sealed, expunged, non-conviction, or other information that applicable law prohibits Privae from considering.
A Chef must provide truthful information in a lawful screening process and may be required to correct or update material eligibility information, subject to applicable law. A material misrepresentation may result in account action after any process required by law.
Food preparation and in-home services involve inherent risks, including allergic reactions, cross-contamination, foodborne illness, burns, cuts, slips, property damage, and risks associated with allowing an independent service provider into a residence.
Clients are responsible for accurately disclosing known allergies, intolerances, sensitivities, dietary restrictions, and material conditions of the service location. Chefs are responsible for safe food handling, reasonable care, compliance with applicable food-safety requirements, and responding appropriately to information the Client provides.
Privae does not prepare food, select or inspect ingredients, supervise food handling in a Client's home, or control a Chef's culinary methods. To the fullest extent permitted by law, Privae is not liable for injury, illness, death, or property damage caused by Chef Services or the acts or omissions of a User.
A Client who books Chef Services knowingly accepts the ordinary and inherent risks of receiving in-home cooking services that remain despite reasonable care. This assumption of risk does not excuse a Chef from the Chef's own legal duties and does not apply to loss caused by Privae's gross negligence, willful misconduct, fraud, or other liability that applicable law does not permit Privae to waive or limit.
As between you and Privae, you retain ownership of Content you submit, subject to the licenses you grant in these Terms. You grant Privae a non-exclusive, worldwide, royalty-free, fully paid, sublicensable license to host, store, reproduce, format, adapt, translate, display, perform, distribute, and otherwise use your Content as reasonably necessary to operate, secure, improve, and promote the Platform and to provide the features you request.
Privae may sublicense these rights to service providers, hosting providers, analytics providers, advertising channels, and other vendors acting for Privae, and may transfer the license in connection with a permitted assignment of these Terms or a corporate transaction. Privae will not claim ownership of your underlying Content merely because you submit it to the Platform.
You represent and warrant that you own or control the rights necessary to submit your Content and grant the licenses in these Terms, and that your Content does not violate law or a third party's intellectual-property, privacy, publicity, confidentiality, or other rights.
You may not submit Content that is materially false or misleading, defamatory, infringing, harassing, threatening, discriminatory, obscene, fraudulent, or otherwise unlawful. Privae may moderate, remove, restrict, or decline to display Content when reasonably necessary to enforce these Terms, comply with law, or protect Users or the Platform.
Reviews and ratings must reflect genuine experiences and may not be bought, fabricated, manipulated, or conditioned on an improper benefit. Privae may preserve records of reviews as reasonably necessary for fraud prevention, dispute resolution, and legal compliance.
In addition to the license in Section 13, each Chef grants Privae a non-exclusive, worldwide, royalty-free, fully paid, sublicensable license to use Chef Content for the operation, advertising, marketing, promotion, and improvement of Privae and the Platform. The license includes the right to reproduce, crop, resize, edit, adapt, translate, caption, format, combine with other materials, create derivative works from, display, perform, publish, and distribute Chef Content in digital, print, social-media, audiovisual, and other media.
For Chef Content other than the Chef's personal name, likeness, image, or voice, the foregoing license continues while the Chef maintains an account and thereafter to the extent reasonably necessary for previously created materials, archived Platform records, legal compliance, dispute resolution, and content that has already been incorporated into a published campaign or Platform feature.
Written consent to name, image, likeness, and voice. By affirmatively accepting these Terms as a Chef through Privae's electronic acceptance process, the Chef expressly consents in writing to Privae's use of the Chef's name, business name, portrait, photograph, image, likeness, and voice as embodied in Chef Content for advertising, marketing, promotion, and operation of Privae and the Platform. This consent applies while the Chef account is active and for twenty-four (24) months after account termination for new marketing uses, while previously published materials may remain in circulation, archives, historical records, investor materials, or completed campaigns for a reasonable period thereafter.
AI-assisted modification. The Chef also authorizes Privae to use artificial intelligence and other automated tools to perform ordinary creative and technical modifications to Chef Content, including retouching, resizing, background changes, color correction, formatting, translation, captioning, layout, and stylistic enhancement. Privae will not, without separate express consent, use a Chef's voice or likeness to create a materially deceptive synthetic depiction that reasonably appears to show the Chef making a statement, endorsement, or performance the Chef did not actually make or perform.
Privae may use menus, dishes, ingredient lists, and other Chef Content to generate or assist in generating recipe descriptions, shopping lists, recommendations, and related Platform or marketing content, provided that Privae's use remains subject to rights the Chef or a third party lawfully holds in the underlying material.
To the extent permitted by law, the Chef waives rights of prior inspection or approval of authorized uses and waives moral rights only to the extent those rights are waivable. The Chef represents and warrants that the Chef has obtained all rights and consents necessary for Privae's authorized use of Chef Content, including rights relating to any other identifiable person appearing in the Content.
Privae invests resources in introducing Clients and Chefs and facilitating communications, trust, payments, and Bookings. To protect that legitimate marketplace interest, Users agree to the limited restrictions in this Section.
Restricted conduct. During the Restricted Period, neither you nor a person acting on your behalf may knowingly arrange, solicit, offer, accept, provide, or pay for substantially similar Chef Services with a Matched User outside the Platform when the purpose or reasonably foreseeable effect is to avoid Privae Fees that would otherwise apply to the transaction. You may not use a third party, alternate account, cash payment, external payment link, or other method to accomplish indirectly what this Section prohibits directly.
Restricted Period. The "Restricted Period" begins when you first become a Matched User with the applicable person and ends twelve (12) months after the later of (a) the most recent Booking between you and that Matched User through the Platform or (b) the initial Platform introduction if no Booking occurs. The restriction does not apply to a material service relationship that you can document existed before the Platform introduction, or to an off-Platform arrangement Privae expressly approves in writing.
No restriction on general competition. This Section does not prohibit a Chef from marketing to the general public, serving persons the Chef did not meet through Privae, working for competitors, or operating an independent business. It also does not prohibit a Client from using other chefs or services whom the Client did not meet through Privae.
Remedies. A violation of this Section may cause Privae loss that includes Privae Fees avoided on diverted transactions and may cause harm that is difficult to remedy solely with money damages. To the extent permitted by law, Privae may seek injunctive or other equitable relief and may recover the Privae Fees that would have been payable on proven diverted transactions, together with other direct damages proved with reasonable certainty. Privae will not recover duplicative damages for the same loss.
If the value of a proven diverted transaction is disputed, it may be established from reliable evidence such as communications, agreed Service Rates, scheduled duration, invoices, or payment records. Nothing in this Section authorizes a penalty or damages that applicable law does not permit.
You agree that you will not, and will not knowingly assist another person to:
The Platform, including its software, design, compilation, text, graphics, logos, trademarks, service marks, and other Privae-created content, is owned by Privae or its licensors and is protected by intellectual-property and other laws.
Subject to your compliance with these Terms, Privae grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform for its intended personal or business marketplace purpose. No other rights are granted by implication, estoppel, or otherwise.
The Platform may integrate with or link to third-party services, including Stripe for payments and Instacart for optional grocery ordering. Your use of a third-party service may be governed by that provider's own terms and privacy policy.
Except to the extent Privae is independently responsible under applicable law, Privae is not responsible for the availability, acts, omissions, products, services, security, or content of an independent third-party provider. A link or integration does not by itself constitute Privae's endorsement of every aspect of the third-party service.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." PRIVAE DISCLAIMS WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
PRIVAE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR AVAILABLE AT ALL TIMES, OR THAT ANY USER, CHEF SERVICE, CONTENT, BACKGROUND-SCREENING RESULT, RATING, REVIEW, OR THIRD-PARTY SERVICE WILL BE ACCURATE, COMPLETE, SAFE, SUITABLE, OR SATISFACTORY.
Nothing in this Section disclaims a warranty or statutory right that applicable law does not permit Privae to disclaim.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PRIVAE AND ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY LAW, PRIVAE IS NOT LIABLE FOR PERSONAL INJURY, ILLNESS, DEATH, PROPERTY DAMAGE, OR OTHER LOSS CAUSED BY CHEF SERVICES OR BY THE ACTS OR OMISSIONS OF A USER OR OTHER THIRD PARTY, EXCEPT TO THE EXTENT THE LOSS IS DIRECTLY ATTRIBUTABLE TO PRIVAE'S OWN LIABILITY THAT APPLICABLE LAW DOES NOT PERMIT PRIVAE TO EXCLUDE.
SUBJECT TO THE EXCLUSIONS IN THE NEXT PARAGRAPH, PRIVAE'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PLATFORM OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL PRIVAE FEES PRIVAE RETAINED IN CONNECTION WITH YOUR BOOKINGS DURING THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS (US$100).
The exclusions and liability cap above do not apply to the extent a limitation is prohibited by applicable law, including liability for Privae's gross negligence, willful misconduct, fraud, or other non-waivable liability. The limitations apply only to the maximum extent lawful and are intended to allocate risk between the parties, not to eliminate a remedy that law requires to remain available.
Chef indemnification. To the fullest extent permitted by law, a Chef will defend, indemnify, and hold harmless Privae, its affiliates, and their respective officers, directors, employees, and agents from and against Third-Party Claims, damages, liabilities, judgments, settlements, penalties, costs, and reasonable attorneys' fees arising out of or relating to: (a) the Chef Services or the Chef's acts or omissions in providing them; (b) bodily injury, illness, allergic reaction, death, or property damage allegedly caused by the Chef or Chef Services; (c) the Chef's breach of applicable law, license, permit, certification, insurance obligation, or tax obligation; (d) Chef Content or alleged infringement or violation of third-party rights by Chef Content; or (e) the Chef's material breach of these Terms.
Client indemnification. To the fullest extent permitted by law, a Client will defend, indemnify, and hold harmless Privae, its affiliates, and their respective officers, directors, employees, and agents from and against Third-Party Claims, damages, liabilities, judgments, settlements, penalties, costs, and reasonable attorneys' fees arising out of or relating to: (a) unsafe, unlawful, or materially undisclosed conditions at a service location within the Client's control; (b) the Client's failure to disclose known allergy, dietary, or other material safety information; (c) Client Content or alleged infringement or violation of third-party rights by Client Content; (d) the Client's unlawful conduct or misuse of the Platform; or (e) the Client's material breach of these Terms.
Limitations and procedure. No User is required to indemnify a Privae party to the extent a Third-Party Claim is finally determined to have resulted from that Privae party's gross negligence, willful misconduct, fraud, or other conduct for which indemnification is prohibited by law.
Privae will provide reasonably prompt notice of a Third-Party Claim for which it seeks indemnification, although delayed notice will reduce the indemnifying party's obligation only to the extent the delay materially prejudices the defense. The indemnifying party may control the defense with counsel reasonably acceptable to Privae, subject to Privae's right to participate at its own expense. No settlement may impose an admission, non-monetary obligation, or unreleased liability on an indemnified party without that party's prior written consent, not to be unreasonably withheld.
This Section addresses Third-Party Claims. It does not, by itself, create a prevailing-party attorneys' fee right for direct litigation or arbitration between Privae and a User unless another provision or applicable law expressly provides otherwise.
PLEASE READ THIS SECTION CAREFULLY. EXCEPT FOR THE LIMITED EXCEPTIONS BELOW, IT REQUIRES YOU AND PRIVAE TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION, WAIVES A JURY TRIAL, AND WAIVES PARTICIPATION IN CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTIONS.
Informal resolution first. Before filing arbitration or a non-small-claims court action, the complaining party must send written notice describing the dispute and requested relief to info@privaechef.com and allow thirty (30) days for good-faith informal resolution. The notice must include the User's name, account email, a concise description of the claim, and the relief sought. Applicable limitation periods are tolled during this 30-day period to the extent permitted by law.
Agreement to arbitrate. If the dispute is not resolved informally, you and Privae agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, a Booking, Privae Fees, account action, or the relationship between you and Privae will be resolved by final and binding individual arbitration administered by the American Arbitration Association ("AAA"), except for the exclusions stated below. The Federal Arbitration Act, 9 U.S.C. Sections 1-16, governs the interpretation and enforcement of this arbitration agreement to the maximum extent applicable.
Applicable AAA rules. For a dispute brought by or against a Client arising from personal, family, or household use of the Platform, the AAA Consumer Arbitration Rules and Mediation Procedures and the AAA Consumer Due Process Protocol will apply. For a dispute brought by or against a Chef arising from the Chef's provision of Chef Services or work-related relationship with Privae, the AAA Employment/Workplace Arbitration Rules and Mediation Procedures and applicable due-process standards will apply. Use of the Employment/Workplace Rules for a Chef dispute is procedural only and does not constitute an admission or determination that the Chef is an employee.
If a set of individual demands qualifies for AAA mass-arbitration treatment, the AAA Mass Arbitration Supplementary Rules and applicable fee schedule will apply. If AAA is unavailable or declines to administer a dispute for reasons not caused by a party's failure to comply with AAA rules or pay required fees, the parties will attempt to select a comparable neutral administrator; if they cannot agree, a court with jurisdiction may appoint an arbitrator as permitted by the Federal Arbitration Act.
Arbitrator authority. Except for disputes about whether an arbitration agreement was formed and disputes concerning the enforceability of the class-action waiver below, the arbitrator will decide issues concerning the interpretation, scope, applicability, and enforceability of this Section. The arbitrator may award any individual relief a court could award, subject to these Terms and applicable law, and will issue a reasoned written award if requested by either party.
Fees, hearing, and location. Arbitration fees and arbitrator compensation will be allocated under the applicable AAA rules and fee schedule, except that Privae will pay amounts the applicable rules or law require a business or employer-side party to pay. A hearing may be conducted by video, telephone, documents, or in person as permitted by the applicable rules. Any in-person hearing will occur at a location reasonably convenient to the individual User unless the parties agree otherwise.
Exceptions. Either party may bring an eligible individual claim in small-claims court. Either party may also seek temporary or preliminary injunctive relief in a court of competent jurisdiction when reasonably necessary to preserve the status quo, protect intellectual-property rights, prevent unauthorized access to the Platform, or prevent an ongoing violation of Section 15 pending arbitration. The merits of a dispute otherwise covered by this Section remain subject to arbitration.
Class-action and representative-action waiver. YOU AND PRIVAE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Except as provided by applicable AAA mass-arbitration procedures for separately filed individual claims, an arbitrator may not consolidate the claims of multiple persons without the written consent of all affected parties.
If applicable law prohibits enforcement of this waiver as to a particular claim or remedy, including a non-waivable claim for public injunctive relief, that claim or remedy may proceed in a court of competent jurisdiction while the remaining arbitrable claims proceed in arbitration to the extent permitted by law.
Thirty-day right to opt out. You may opt out of this arbitration agreement by emailing info@privaechef.com within thirty (30) days after the date you first affirmatively accept these Terms. Your notice must state "Arbitration Opt-Out" in the subject line and include your full name, account email address, and a clear statement that you are opting out of Section 22. Opting out will not affect your eligibility to use the Platform. If you validly opt out, Section 23 governs covered disputes.
Jury-trial waiver. For any dispute that proceeds in court rather than arbitration, YOU AND PRIVAE WAIVE A TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW.
These Terms are governed by the laws of the State of New York, without regard to conflict-of-laws principles, except that Section 22 is governed by the Federal Arbitration Act to the extent applicable. This choice of law does not deprive a consumer or worker of a non-waivable protection that applicable law requires to apply.
To the extent a dispute is not subject to arbitration and is not properly brought in small-claims court, the parties agree to the exclusive jurisdiction of the state and federal courts located in New York County, New York, unless applicable law requires a different forum.
These Terms remain in effect while you access or use the Platform. You may stop using the Platform and close your account at any time, subject to unresolved Bookings, payment obligations, disputes, and provisions that survive termination.
Subject to applicable law and any required notice, Fair Chance process, payment process, or other procedural protection, Privae may suspend, restrict, or terminate access when Privae reasonably believes a User has materially violated these Terms, created a safety or fraud risk, failed required verification, failed to maintain required insurance or licensing, engaged in unlawful conduct, or materially threatened Platform integrity.
Termination does not eliminate obligations or liabilities accrued before termination. Sections that by their nature should survive will survive, including Sections 2, 6, 8 through 23, and 27.
You consent to receive agreements, disclosures, receipts, account notices, and other communications electronically to the extent permitted by law. Electronic communications may be provided by email, in-app notice, or another reasonable electronic method.
You are responsible for maintaining a current email address and contact information. A communication is considered received when sent to the contact information associated with your account, subject to applicable law.
Separate consent requirements may apply to marketing text messages, automated calls, or other communications. Nothing in these Terms substitutes for a separate consent that law requires.
Privae may update these Terms from time to time. Changes will apply prospectively. Privae will revise the "Last updated" date and provide additional notice when reasonably appropriate or legally required.
For a material change that affects arbitration, fees, recurring payment authorization, liability allocation, or another right for which applicable law requires affirmative assent, Privae will obtain the level of acceptance required by law before applying the change to that User. A change to Section 22 will not apply retroactively to a dispute that arose before the change unless the affected parties expressly agree.
If you do not agree to an updated version that lawfully requires your acceptance, you must stop using the affected Platform features.
Entire agreement. These Terms, together with policies and booking-specific terms expressly incorporated by reference, constitute the entire agreement between you and Privae concerning the Platform and supersede prior agreements on that subject.
Severability. If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted by law and the remaining provisions will remain effective, subject to any specific severability rule in Section 22.
No waiver. Privae's failure to enforce a provision is not a waiver of that provision or of the right to enforce it later.
Assignment. You may not assign or transfer these Terms without Privae's prior written consent. Privae may assign these Terms in connection with a merger, acquisition, financing, corporate reorganization, sale of substantially all relevant assets, or transfer to an affiliate, subject to applicable law.
Force majeure. Privae is not liable for delay or failure caused by events beyond its reasonable control, including natural disasters, widespread outages, labor disruptions, governmental action, war, terrorism, epidemic or public-health emergency, or failure of third-party infrastructure, except to the extent applicable law provides otherwise.
No third-party beneficiaries. Except for Privae affiliates and indemnified persons expressly identified in these Terms, these Terms do not create rights in a third-party beneficiary.
Interpretation. Headings are for convenience only. "Including" means "including without limitation." Singular terms include the plural where context requires, and references to law include applicable amendments and successor provisions.
Pickled Systems, Inc. (operating as Privae)
447 Broadway, New York, NY 10013
Email: info@privaechef.com