Last Updated:
Sep 8th, 2025
Paxily Corp. (referred to as "Paxily," "we," "us," or "our") is a Delaware corporation with its principal place of business at 16360 Los Gatos Almaden Rd, Los Gatos, CA 95032. This User Agreement ("Agreement") is a legally binding contract between you and Paxily that governs your access to and use of Paxily's website, mobile applications, and services (collectively, the "Platform"). By accessing or using the Platform, you agree to the terms of this Agreement. If you do not agree, you may not use the Platform.
By creating an account or otherwise using the Platform, you confirm that you accept and agree to be bound by this Agreement, as well as our Privacy Policy and any other policies or terms referenced herein. This Agreement applies to all users of the Platform, including both "Chefs" and "Customers" (as defined below), and it governs all interactions and transactions on the Platform. Paxily may update these terms from time to time by posting the revised version on our site, and the updated terms will be effective as of posting. Your continued use of the Platform after changes are posted constitutes your acceptance of the updated Agreement.
Definitions: For purposes of this Agreement,
- "Chef" (also referred to as a "Provider" or "Host") means any user who offers, provides, or sells personal chef, catering, or related food preparation services through the Platform.
- "Customer" means any user who requests, purchases, or receives services from a Chef through the Platform.
- "User" or "you" refers to any person accessing or using the Platform, including both Chefs and Customers.
Paxily provides an online marketplace platform that enables Chefs to offer culinary services and Customers to discover and book those services. Paxily's role is solely to facilitate the connection and coordination between independent third-party Chefs and Customers. Chefs are independent contractors, not employees or agents of Paxily, and they operate their own businesses. Paxily does not provide or perform chef or catering services itself. We do not own, create, sell, resell, or control the services that Chefs provide, nor do we manage or direct the performance of those services. Any agreement for services is solely between the Chef and the Customer – Paxily is not a party to contracts between users. Except as described in Section 7 (Payments), Paxily is not acting as an agent for any user. We do not endorse or guarantee the existence, quality, safety, suitability, or legality of any Chef, Customer, or service offered on the Platform. Any background or identity checks that we may perform on users are for our own purposes and not a warranty of any user's character, safety, or ability. You agree that Chefs are solely responsible for the services they provide, and Customers are solely responsible for evaluating and accepting those services.
No Agency or Employment: This Agreement does not create any joint venture, partnership, employment, or agency relationship between you and Paxily. Chefs are not employees, agents, or representatives of Paxily, and Paxily does not direct or control how Chefs perform their services. Chefs have no authority to act on behalf of Paxily, and you agree that Paxily is not responsible for the acts or omissions of any Chef or any Customer.
Eligibility: You must be at least 18 years old (or the age of legal majority in your jurisdiction) to create an account or use the Platform. By using the Platform, you represent that you are legally competent to enter into this Agreement and that you are not barred from using the Platform under any applicable laws. You may not use the Platform if we have terminated your account or banned you. Chefs additionally represent that they have any licenses, permits, insurance, or certifications required by law to provide their services, and that they will comply with all applicable food safety, health, and other regulations.
Account Registration: To access many features of the Platform, you must register for an account. You agree to provide accurate, current, and complete information during registration and at all other times when using the Platform, and to update your information if it changes. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You are liable for any unauthorized use of your account unless you have promptly notified Paxily of a security breach and we are able to prevent the misuse of your account. If you suspect that someone has gained unauthorized access to your account, you must inform us immediately. We reserve the right to refuse registration or to suspend or terminate your account at our sole discretion, for example if information provided is false or if you violate this Agreement.
All Users (both Chefs and Customers) agree to use the Platform honestly, responsibly, and in compliance with all applicable laws and regulations. By using the Platform, you agree that you will not:
Violate any laws or regulations in connection with your use of the Platform or the services arranged through it (this includes, for Chefs, all laws related to the provision of food, health and safety, and business licensing).
Misrepresent yourself or your services – Chefs must accurately describe their qualifications, experience, and services, and Customers must provide accurate information relevant to obtaining services.
Engage in harmful or abusive behavior – You will not harass, stalk, harm, or intimidate any other user. Hate speech, discrimination, violence, or any offensive conduct is strictly prohibited.
Interfere with the Platform's operation – You will not use robots, scrapers, or other automated means to access the Platform, nor will you attempt to damage or disrupt the Platform (for example, by transmitting viruses or engaging in a denial-of-service attack).
Circumvent the Platform – You will not circumvent our system by arranging with another user to provide or receive services outside of the Platform in order to avoid Platform fees or for any other reason that breaches this Agreement.
Post prohibited content – You will not upload or share any content that is unlawful, infringing, defamatory, obscene, or otherwise violates any third-party rights or our policies. Chefs are responsible for ensuring that any content they post (such as menus, descriptions, or photos) is accurate and does not violate intellectual property rights.
Paxily reserves the right to investigate and take any appropriate action for any suspected violation of these rules or this Agreement. This may include warnings, content removal, account suspension or termination, or contacting law enforcement. You acknowledge that Paxily has no obligation to monitor user conduct, but we may do so to improve the Platform and ensure compliance with this Agreement.
If you are using the Platform as a Chef, you additionally agree to the following:
Quality and Compliance: You will provide services to Customers with a high degree of professionalism, quality, and in compliance with all applicable laws and regulations. You are solely responsible for the services you offer and provide, including preparation of food, food safety, and any tools or ingredients used. Paxily does not supervise or direct your work; you are free to operate your business at your discretion, consistent with your obligations to the Customer.
Independent Contractor: You acknowledge and agree that your relationship with Paxily is as an independent contractor. Nothing in this Agreement is intended to, or shall be deemed to, make you an employee, joint venturer, partner, franchisee, or agent of Paxily. You shall not represent yourself as an employee or agent of Paxily. You are responsible for your own taxes, insurance, and any licenses or permits required to provide your services.
Listings and Pricing: You will create a clear and accurate listing for each service you offer, describing the service and pricing. You will honor the prices and terms you offer to Customers on the Platform. You will not improperly cancel on Customers or fail to show up for a confirmed booking, except in genuine emergency situations or as allowed under our policies.
Insurance: Where appropriate, you are encouraged or may be required to carry adequate insurance coverage for your operations (for example, general liability insurance or other coverage appropriate to cooking services). Paxily does not provide insurance for Chefs, and except as explicitly offered in a Paxily policy, Paxily is not responsible for any injuries, damages, or losses arising from the services you provide.
Interactions with Customers: You agree to treat Customers professionally and courteously. You are solely responsible for deciding whether to accept a booking request from a Customer, and for any obligations you owe to the Customer under your agreement with them (such as delivering the service as described). Any disputes arising from your interactions with Customers are subject to the Dispute Resolution terms in this Agreement.
Payment Processing: Paxily may facilitate the payment process between Customers and Chefs. When a Customer books and pays for a service through the Platform, the Customer will be charged the amount of the Chef's fee (plus any applicable taxes or additional fees disclosed at booking). Paxily (or its designated payment processor) will collect these payments from Customers on behalf of Chefs, and will remit the owed amounts to the Chefs after deducting any service fees due to Paxily. By using the Platform, Chefs appoint Paxily as their limited payment collection agent solely for the purpose of accepting payments from Customers and transmitting those payments to the Chef. Payment to Paxily (as the Chef's agent) will be considered the same as payment made directly to the Chef. Customers' payment obligations to a Chef are satisfied when that payment is successfully made to Paxily, and Paxily is responsible for remitting the funds to the Chef as described in this Agreement. Chefs agree that they will not seek to collect payment or pursue any Customer for fees that have been paid to Paxily. Paxily may refuse or cancel a transaction (for example, due to suspicion of fraud or if the service violates our policies). In such cases, any charges made to the Customer may be refunded as appropriate.
Service Fees: Paxily charges Chefs a service fee (or commission) for each transaction, as compensation for providing the Platform and facilitating the connection. The applicable service fee percentage or amount will be disclosed to Chefs in advance (for example, through the Chef on-boarding materials or fee schedule). Paxily may deduct this fee from the payments collected on behalf of the Chef before remitting the balance to the Chef. We may also charge Customers certain fees (for example, a booking fee or processing fee); any such fee will be disclosed at checkout before a booking is completed. All fees are non-refundable except as expressly stated by Paxily. Paxily reserves the right to change its fees or introduce new fees with advance notice to users, whereupon the new fees will apply to bookings made after the effective date of the change.
Currency and Taxes: All monetary amounts on the Platform are denominated in U.S. Dollars (USD) unless stated otherwise. You are responsible for any taxes that apply to your use of the Platform or to any transactions. Chefs are solely responsible for determining and fulfilling their obligations under tax laws (such as sales tax, VAT, income tax, etc.), including collecting or remitting any applicable taxes on services provided. Paxily may in some jurisdictions be required to collect certain transaction taxes and will do so as required by law (for example, where regulations impose obligations on marketplace facilitators). In such cases, Paxily will remit the collected taxes to the appropriate authorities and will provide Chefs with documentation of taxes collected on their behalf if required.
Refunds and Cancellations: Any cancellation of services or refund of fees will be handled in accordance with Paxily's cancellation and refund policy (which may be described on the Platform or in a separate policy document). Paxily may, in its sole discretion, assist in mediating disputes regarding cancellations or refunds as described in the next section. If a Customer is entitled to a refund under our policies or as required by law, Paxily will refund the Customer on the Chef's behalf (and deduct the corresponding amount from the Chef's payout or recover it from the Chef if already paid). Chefs acknowledge that Paxily may make the final decision on refund requests in its discretion, consistent with this Agreement and our policies.
Paxily encourages Chefs and Customers to resolve any disagreements or disputes between themselves. However, if you encounter a dispute with another user in connection with a booking or services (for example, a disagreement about the quality of services, damages, payment issues, or cancellations), you agree to engage in good faith with the other party to resolve the issue. If you cannot reach a mutually agreeable resolution, you may contact Paxily's customer support or use any dispute resolution tools we make available on the Platform.
Platform Mediation: You understand and agree that Paxily may, but is not obligated to, mediate or facilitate resolution of disputes between users. In our effort to resolve a dispute, Paxily may request information from both parties and propose a resolution (such as a full or partial refund, credit, or other remedy). If both parties agree to Paxily's proposed resolution, you agree that such resolution is binding and final. In certain circumstances, Paxily reserves the right, in our sole discretion, to make a final determination and resolve the dispute (for example, determining that a Customer is entitled to a refund, or that a Chef's payout should be withheld), especially if the parties cannot reach agreement. By using the Platform, you give Paxily the authority to make such final decisions in its sole discretion, and you agree to abide by Paxily's resolution of the dispute.
Release of Paxily: If a dispute arises between you and another user, you agree to release Paxily (and our affiliates, officers, employees, and agents) from any and all claims, demands, and damages of every kind and nature, arising out of or in any way connected with such dispute. This means, for example, that if you as a Customer have a disagreement with a Chef (or vice versa), you will not sue or attempt to hold Paxily liable for any issues arising from that interaction. You expressly waive any protections that would otherwise limit this release to include only those claims which you may know or suspect to exist at the time of agreeing to this release. In particular, if you are a California resident, you hereby waive the protections of California Civil Code § 1542, which states that "a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." You acknowledge that this waiver is an essential term of this Agreement and that without it, the fees charged for the Platform (if any) would be higher.
Paxily's Intellectual Property: The Platform (including our website and apps, and all content, features, and functionality on it) is owned by or licensed to Paxily and is protected by copyright, trademark, and other intellectual property laws. Paxily, the Paxily logo, and any other Paxily trademarks or service marks that may appear on the Platform are the property of Paxily Corp. or its licensors. We grant you a limited, non-exclusive, non-transferable license to access and use the Platform for its intended purposes (i.e. for Chefs to offer services and for Customers to book services) in accordance with this Agreement. You agree not to copy, reproduce, modify, distribute, create derivative works from, publicly display, or otherwise exploit any portion of the Platform or our content, except as expressly permitted by us in writing. All rights not expressly granted to you in this Agreement are reserved by Paxily.
User Content: The Platform may allow users to create, upload, or share content such as profile information, descriptions, photos, reviews, messages, and other materials ("User Content"). You retain any ownership rights that you have in the content you create or provide, but you grant Paxily a worldwide, royalty-free, sublicensable, transferable, and non-exclusive license to use, copy, modify, distribute, publish, and process your User Content for the purposes of operating, promoting, and improving the Platform and our services. This license survives termination of your account to the extent we need to preserve business records or archived copies of the Platform, but if you remove or delete your User Content from the Platform, we will cease displaying it publicly going forward (except to the extent it has been shared and cached by others). You represent and warrant that you have all necessary rights to the User Content you provide and that none of your User Content will violate any law or infringe the rights (including intellectual property and privacy rights) of any third party.
Prohibited Content: You agree not to post any User Content that: (a) is false or misleading; (b) is defamatory, obscene, pornographic, vulgar, or offensive; (c) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (d) is violent or threatening, or promotes violence or illegal activities; or (e) violates any other Paxily policy or any law. We reserve the right (but have no obligation) to remove or disable access to any User Content that we deem to violate these provisions or that is otherwise harmful, at any time and without notice.
Feedback: If you provide us with any suggestions, ideas, enhancement requests, or other feedback about the Platform or our services ("Feedback"), you acknowledge that such Feedback is given voluntarily and that Paxily is free to use, disclose, and exploit it without any restriction or compensation to you.
By You: You may stop using the Platform at any time, and you may request deletion of your account by contacting us (or via any account deletion feature we provide). Deleting your account does not relieve you of any obligations you have incurred (for example, completing a pending service or paying any fees or amounts owed).
By Paxily: We may, in our sole discretion and without liability, suspend, deactivate, or terminate your account or your access to the Platform, with or without prior notice, for any reason, including if: (i) we believe that you have breached this Agreement or any policies incorporated herein; (ii) we believe that you have misused the Platform or violated any applicable law; (iii) your actions cause risk or possible legal exposure for us or other users; or (iv) our provision of the Platform to you is no longer commercially viable. We may also remove or disable any content you post if we determine it is inappropriate or violates this Agreement or our policies. Paxily is not required to disclose the reason for any termination or suspension of an account.
If your account is terminated by us or by you, you remain responsible for any outstanding obligations (such as completing payment for services already received or performing services already booked). Upon termination, you lose access to any features of the Platform requiring an account. Paxily reserves the right to retain certain information or content for record-keeping purposes or to complete transactions that were initiated prior to termination, as permitted by law. Sections of this Agreement that by their nature should survive termination (such as provisions on dispute resolution, arbitration, indemnification, releases, disclaimers, and limitations of liability) will continue to apply to you even after your use of the Platform ends.
Use at Your Own Risk: The Platform and all services booked through it are provided "AS IS" and "AS AVAILABLE," without warranty of any kind. Paxily disclaims all warranties and representations, express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no promise or guarantee that the Platform will always be safe, secure, uninterrupted, or error-free, or that it will meet your expectations or requirements.
No Guarantee of Services or Users: Paxily does not guarantee the quality, suitability, safety, or ability of any Chefs or any services they provide. You agree that the entire risk arising out of your use of the Platform, and any service requested or provided via the Platform, remains solely with you, to the maximum extent permitted under applicable law. Chefs are independent, third-party providers and Paxily does not control, endorse, or take responsibility for any actions or omissions of any Chef or any Customer. We do not guarantee that any Chef has the skill, authorization, or insurance to perform any service, nor do we guarantee that any Customer will be competent to receive services or adhere to their agreements. Any references to a user being "verified" or similar language (if we provide that) indicate only that the user has completed a verification process or identity check, and not an endorsement or warranty by Paxily of their trustworthiness or suitability.
Third-Party Content and Links: The Platform may contain links to third-party websites or resources, or third-party content (including advertising). Paxily is not responsible or liable for (and makes no warranties regarding) any third-party content or websites. Your interactions with third-party resources are at your own risk. Additionally, any information or content provided by users (such as reviews or posts) is solely the opinion of those users, and Paxily does not warrant or endorse the accuracy or reliability of any user-provided content.
No Warranty for Technology: While we try to keep the Platform operational and secure, Paxily does not warrant that the Platform will be uninterrupted, timely, secure, or free of errors, viruses, or other harmful components. You download or obtain content or materials through the Platform at your own discretion and risk. You are solely responsible for any damage to your computer system or loss of data that results from use of the Platform.
Some jurisdictions do not allow the disclaimer of certain warranties, so some of the above disclaimers may not apply to you to the extent prohibited by law. However, in such case, the parties agree that the disclaimers shall apply to the fullest extent permitted by applicable law.
Broad Limitation: To the maximum extent permitted by law, Paxily (including our affiliates, officers, directors, employees, agents, and shareholders) shall not be liable to you for any indirect, incidental, special, exemplary, punitive, or consequential damages. This includes, without limitation, damages for lost profits, lost data, business interruption, or loss of goodwill, service interruption, computer damage, or system failure, or the cost of substitute products or services, arising out of or in connection with: (a) this Agreement or the use of (or inability to use) the Platform, or (b) any services provided via the Platform, or (c) any interactions or meetings with other users of the Platform or other persons (whether online or in person), whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and even if Paxily has been advised of the possibility of such damages. You acknowledge that Paxily is not liable for any acts or omissions of third parties, including any damages caused by the services provided by a Chef or the conduct of any Customer.
Cap on Direct Damages: Paxily's total liability to you for any claims arising out of or relating to this Agreement or your use of the Platform will not exceed the total amount of fees actually paid by you to Paxily in the six (6) months immediately preceding the event giving rise to the liability, or one hundred U.S. dollars (US $100), whichever is greater. If you have not paid any amounts to Paxily in the 6 months period (for example, as a Customer using free aspects of the service, or as a Chef if Paxily has only paid you), Paxily's total liability will be limited to US $100. This limitation of liability is cumulative and not per-incident.
Exceptions: Nothing in this Agreement is intended to limit or exclude liability that cannot be limited by law. For example, certain laws do not allow the exclusion of liability for personal injury caused by products or services, or for gross negligence or willful misconduct. In such jurisdictions, Paxily's liability will be limited to the fullest extent permitted by law. However, you agree that any legal remedy you seek for actions or omissions of other users or third parties regarding the services or content obtained through the Platform will be limited to a claim against those parties (and not against Paxily). You release Paxily from any liability related to any user's conduct or the provision of services by a Chef, to the fullest extent permitted by law.
Some states or jurisdictions do not allow the exclusion or limitation of certain damages (such as incidental or consequential damages), so the above limitations may not apply to you in their entirety. However, in such jurisdictions, the limitations shall apply to the greatest extent permitted by law.
You agree to indemnify, defend (if we so request), and hold harmless Paxily, its parent, affiliates, and their officers, directors, employees, and agents (the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to any claim, suit, proceeding, demand or action by a third party (including any governmental entity) related to: (a) your use of the Platform or services obtained through the Platform; (b) your breach of this Agreement or of any law or the rights of any third party; or (c) any content that you upload or provide through the Platform (including claims that your content infringes or misappropriates third-party intellectual property or privacy rights). This indemnification covers, for example, claims and damages arising from personal injury or property damage caused by a Chef's services, claims from Chefs relating to payments or employment status, or claims by other users or third parties that you caused harm or damage to them in connection with your use of the Platform. You agree to cooperate with us at your expense in the handling of these matters, and you will not settle any such claim without our prior written consent (which will not be unreasonably withheld). Paxily reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (in which case you agree that you will cooperate with our defense of that claim). This indemnity obligation shall continue even after you stop using the Platform or your account is terminated.
PLEASE READ THIS SECTION CAREFULLY – It affects your legal rights. It requires you to arbitrate most disputes with Paxily and limits the manner in which you can seek relief from us. By entering this Agreement, you acknowledge and agree that you and Paxily waive the right to a trial by jury or to participate in a class action for most disputes, as explained below.
Agreement to Arbitrate: You and Paxily agree that any dispute, claim, or controversy arising out of or relating to this Agreement or to your use of the Platform (collectively, "Disputes") will be settled by binding individual arbitration, except as set forth below. This means that you and Paxily are each waiving the right to a trial by jury and that you may not bring claims against Paxily in court (except as specifically provided herein). You and Paxily agree that any Dispute will be resolved only by individual arbitration and will not be litigated in court. You further agree that you waive any right to participate in a class action or representative proceeding against Paxily, either as a plaintiff or class member. In arbitration, there is no judge or jury, and there is less discovery and appellate review than in court, but an arbitrator can award the same damages and relief as a court on an individual basis.
Scope: This arbitration agreement is intended to be broadly interpreted. It includes, but is not limited to: Disputes based on any legal theory (contract, tort, statute, fraud, misrepresentation, or any other legal theory); Disputes arising before this Agreement or after termination; and Disputes against our officers, directors, employees, agents, or affiliates arising from or relating to the Platform or this Agreement. It covers all claims against Paxily arising out of or relating to your use of the Platform or services, or the actions of Paxily or its agents, except for matters that are excluded below.
Exceptions: Notwithstanding the above, the following types of claims may, at the option of the claiming party, be brought in court and not subject to arbitration: (i) claims that qualify for small claims court in a court that has jurisdiction; and (ii) claims seeking injunctive or other equitable relief for alleged unlawful use of intellectual property (such as trademarks, trade dress, copyrights or patents). Additionally, nothing in this arbitration agreement prevents either party from making a report to or filing a claim with a government agency.
Opt-Out: We believe the arbitration agreement is essential to our relationship, but if you are a new user, you may opt out of this arbitration agreement by sending us a written notice of your decision within 30 days of accepting this Agreement. The notice must include your name, address, the email associated with your Paxily account, and an unequivocal statement that you wish to opt out of the arbitration agreement. The notice must be sent to: Paxily Corp., Attn: Legal Department – Arbitration Opt Out, 16360 Los Gatos Almaden Rd, Los Gatos, CA 95032. If you opt out of arbitration, you will still be bound by all other parts of this Agreement. If you do not opt out within 30 days of first accepting this Agreement, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth above.
Arbitrator and Rules: The Federal Arbitration Act (FAA) governs the interpretation and enforcement of this arbitration agreement. Arbitration will be administered by a neutral arbitration provider selected by Paxily, such as the American Arbitration Association (AAA) or Judicial Arbitration and Mediation Services (JAMS), under the provider's consumer arbitration rules. If for any reason the chosen provider is not available, the parties shall mutually select an alternative arbitration forum. If the parties cannot agree on a forum, a court of competent jurisdiction may appoint an arbitrator pursuant to 9 U.S.C. § 5. The arbitrator shall be empowered to grant any relief that would be available in a court under law or in equity, except that the arbitrator may not award relief on a class, consolidated, or representative basis. The arbitrator must follow the law and any applicable statutes of limitations, and can award the same damages and remedies as a court (including attorneys' fees if allowed by statute), but may not award any declaratory or injunctive relief benefiting anyone other than the parties to the arbitration.
Arbitration Location: If you are an individual (i.e., not a business), the arbitration will take place in a mutually convenient location within the county where you reside or another location agreeable to both parties. If your claim is for US $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video hearing, or by an in-person hearing as established by the chosen arbitration rules. If your claim exceeds $10,000, the right to a hearing will be determined by the arbitration rules (for example, the AAA rules). The arbitrator will decide any disputes regarding the manner of arbitration consistent with these requirements.
Arbitration Fees: Payment of all filing, administration, and arbitrator fees will be governed by the arbitration provider's rules. Paxily will reimburse your arbitration filing fees for claims of up to $5,000 unless the arbitrator finds your Dispute frivolous or brought for an improper purpose. Paxily will not seek its attorneys' fees or expenses in arbitration unless the arbitrator determines that your claim is frivolous or brought in bad faith.
Notice and Process: A party who intends to seek arbitration must first send to the other party a written notice of the dispute ("Dispute Notice"). The Dispute Notice to Paxily should be sent to our address of record (Attn: Legal Department, at the address in the Contact section below), and must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. We each agree to negotiate in good faith to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Dispute Notice is received, either party may commence an arbitration proceeding. Any arbitration demand must be made within the statute of limitations applicable to the claim(s) or within one year, whichever is shorter. Failure to demand arbitration within this time frame shall result in the waiver of the claim.
Severability; Enforcement: If any portion of this arbitration agreement (other than the class action waiver) is found to be unenforceable or unlawful, the unenforceable portion shall be severed and the remaining portions shall remain in force. If the class action waiver in this Section is found to be unenforceable, then the entirety of the arbitration agreement shall be null and void, and in such case the parties agree that exclusive jurisdiction and venue described in Section 14 (Governing Law) shall govern any action arising out of or related to this Agreement. This arbitration agreement will survive the termination of your relationship with Paxily.
Governing Law: This Agreement and any Dispute between you and Paxily shall be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without regard to its conflict of laws principles, except to the extent superseded or preempted by U.S. federal law (including the Federal Arbitration Act) or by other applicable law (for example, applicable consumer law that cannot be waived by contract). If you reside outside the United States, you acknowledge that your use of the Platform may be subject to local laws, but that to the extent permitted under your local laws, Delaware law will govern.
Jurisdiction and Venue: Subject to the arbitration agreement above, any legal action (including litigation in court if permitted) will be brought exclusively in the state or federal courts located in Delaware. You and Paxily consent to the personal jurisdiction of those courts. However, if you are a U.S. consumer, this choice of jurisdiction does not override any rights you may have to pursue a claim in a court of competent jurisdiction in your state of residence under any applicable law (for example, in small claims court, as noted above). Use of the Platform is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including, without limitation, this choice of law and arbitration agreement.
California Users: If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
Entire Agreement: This Agreement (along with any incorporated policies or supplemental terms) constitutes the entire agreement between you and Paxily regarding the use of the Platform, and supersedes any and all prior agreements or understandings, whether written or oral, between the parties with respect to the same subject matter. No oral or written information or advice provided by Paxily or any of its agents or employees shall create any warranty or in any way increase the scope of the obligations under this Agreement, unless expressly included herein. You may not rely on any such information or advice.
No Waiver: No failure or delay by Paxily in exercising any right or enforcing any provision of this Agreement shall constitute a waiver of that right or provision. Similarly, the waiver of any breach or default by you will not constitute a waiver of any subsequent breach or default. All waivers by Paxily must be explicitly provided in writing.
Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by an arbitrator or a court of competent jurisdiction, that provision shall be modified or eliminated to the minimum extent necessary to make it enforceable, and the remaining provisions of this Agreement will remain in full force and effect. The parties nevertheless agree that the court or arbitrator should endeavor to give effect to the parties' intentions as reflected in the provision, and if a provision is deemed unenforceable, a suitable and equitable provision shall be substituted to carry out the intent of the original.
Assignment: You may not assign or transfer this Agreement (by operation of law or otherwise) without Paxily's prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and of no effect. Paxily may freely assign or transfer this Agreement without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets, or by operation of law. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their respective permitted successors and assigns.
No Third-Party Beneficiaries: Except as expressly provided in this Agreement, no person or entity who is not a party to this Agreement shall have any right to enforce any term of this Agreement. For the avoidance of doubt, Customers and Chefs are not third-party beneficiaries of any contracts between Paxily and any other party.
Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement shall be deemed to create an employment, partnership, joint venture, franchise, or agency relationship between you and Paxily, except as expressly provided (such as the limited payment agent role for Chefs in Section 6). Neither party has the authority to bind the other or incur obligations on the other's behalf without prior written consent.
Force Majeure: Paxily shall not be liable for any delay or failure in performance of the Platform or services resulting from causes outside its reasonable control, including but not limited to acts of God, labor disputes, strikes, natural disasters, pandemic, war, terrorism, malicious destruction, compliance with any law or governmental order, or any other circumstances that make it impracticable to provide the services or Platform.
Notices: Paxily may provide notices to you by email to the address associated with your account, by postal mail to any address you have provided, by posting a notice on the Platform, or by any other method we reasonably believe will reach you. You are responsible for ensuring that your account information (including your email address) is current and accurate, and you agree that sending a notice to the email or address on your account or posting on our site constitutes sufficient notice to you. You should check for notices regularly. Unless otherwise stated in the notice, notices from Paxily are effective upon sending or posting. You may send notices to Paxily at our mailing address provided below. Notices to Paxily are effective when received. For contractual purposes, you consent to receive communications from Paxily in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures, and other communications that Paxily provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.
If you have any questions about this User Agreement or need to provide notice to Paxily, please contact us at:
Paxily Corp.
16360 Los Gatos Almaden Rd
Los Gatos, CA 95032 USA
Email: admin@paxily.com
By using the Paxily Platform, you acknowledge that you have read, understood, and agree to all of the above terms and conditions, including the waivers of liability, releases, arbitration agreement, and class action waiver. If you do not agree to these terms, you must discontinue use of the Platform immediately. Thank you for reading our User Agreement and for using Paxily!