Terms of Use Agreement

As of May 2013

Notice to Minors: YOU MUST BE AT LEAST 13 YEARS OLD TO REGISTER FOR SERVICES ON THIS SITE OR TO PROVIDE ANY INFORMATION ABOUT YOURSELF THROUGH THIS SITE. REGISTRATION FOR SERVICES BY ANY PERSON UNDER THE AGE OF 13 IS STRICTLY PROHIBITED.

Acknowledgement and Acceptance of Terms of Use Agreement. Welcome to the Rouxbe Video Technologies, Inc. web site (this "Site") and thank you for visiting. The use of this Site and related services (collectively, the "Service"), is governed by this Terms of Use Agreement (this "Agreement"). By using this Site, you acknowledge that,

1. you are at least thirteen (13) years old,
2. you have read this Agreement and the disclaimers and caveats contained in this Site, and
3. you accept and will be bound by the terms thereof and by all applicable laws.

If you do not agree to the terms of the Agreement, you should not use this Site and any violation of this Agreement will automatically result in a termination of your permission to use the Service. The term "Rouxbe" or "us" or "we" refers to Rouxbe Video Technologies, Inc., the owner of this web site, its parent, subsidiaries, and affiliates.

Modification and Revision of this Agreement. Rouxbe may modify this Agreement from time to time without specific notice to you; the latest Agreement will be posted on the Site. Your access and use of the Service subsequent to any revision or modification constitutes an acknowledgment of and acceptance by you of this Agreement as modified and an agreement by you to abide and be bound by this Agreement as modified.

Your Account. You are solely responsible for using the Service reasonably, lawfully, and in accordance with this Agreement. The Service is intended for your personal, noncommercial use only and not for display to groups of individuals or in a classroom setting unless specifically agreed to in writing or you have purchased an Instructor License. You may not authorize others to use the Service, and you are responsible for all uses of your account, whether or not authorized by you. You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You agree to notify Rouxbe immediately of any unauthorized use of your account or password. We reserve the right to refuse Service, terminate accounts, remove, or edit content in our sole discretion.

You agree not to use the Service, including the Embeddable Video Player for any commercial use, without the prior written authorization of Rouxbe. Prohibited commercial uses include any of the following actions taken without Rouxbe’s express approval:

1. sale of access to the Site or its related services on another website;
2. use of the Website or its related services for the primary purpose of gaining advertising or subscription revenue;
3. any use of the Website or its related services that Rouxbe finds, in its sole discretion, to use Rouxbe’s resources with the effect of competing with or displacing the market for Rouxbe or its Services.
4. display to groups of individuals or in a classroom setting unless specifically agreed to in writing or you have purchased an Instructor License.

Description of Service. The Service provides instruction and information via the Internet. We make no guarantee as to the content and content information, including the accuracy, currency, content, success of the recipes, or quality of any such content and content information and we assume no responsibility as to whether the Service provides you with your desired results.

Subscription Services. Some features of or services provided through the Web site require a fee-based subscription (all fee-based subscriptions are referred to as "Subscription Services"). If you elect to purchase Subscription Services you understand that your subscription is personal to you, and you may not transfer or make available your account name and password to others, including without limitation your co-workers. Any distribution by you of your account name and password may result in cancellation of your subscription without refund and in additional charges based on unauthorized use. Subscription Services may change, without prior notice.

Subscription Services include, but are not limited to:

• Cooking Courses. These provide access to instructor-guided certification cooking courses for both a specified period of time or for lifetime access.
• Other Products. Pricing and term will be displayed on the specific product page.

Canceling Subscription Services. You may terminate Subscription Services at any time quick and easy in your personal profile or by contacting our Customer Support at customerservice@rouxbe.com. If you have a dispute with us relating to the Web site or the Subscription Services, you may cancel the Subscription Services. The cancellation of Subscription Services is your only remedy with respect to any such dispute that you may have with us. We will attempt to process all cancellation requests within 72 hours after we receive your request. Any such termination or cancellation is subject to the refund policy described below. Please remember that if we determine, in our sole discretion, that you are not complying with any terms of conditions in this Notice, the Privacy Policy, or other terms and conditions on our Web site, we reserve the right to terminate your Subscription Services. Upon any termination or cancellation of your Subscription Services, we may immediately deactivate or delete your Subscription Service related features and content.

Payment. Prices for all Subscription Services exclude all applicable taxes and telecommunication charges, unless expressly stated otherwise and are in the form of US Dollars. To the extent permissible under law, you are responsible for any applicable taxes, whether or not they are listed on your receipt or statement. If you purchase Subscription Services, you agree to pay, using a valid credit card (or other form of payment that we may accept from time to time), the applicable fees and taxes (if any) set forth on the Web site. We reserve the right, upon prior notice to you, to change the amount of any fees and to institute new fees, effective at the end of your current subscription period. All authorized charges will be billed to your designated credit card account (or other payment method) on the terms described in the specific offer. If payment cannot be charged to your credit card or your payment is returned to us for any reason, we reserve the right to either suspend or terminate your access to the unpaid-for Subscription Services. You must be 18 years of age or over to purchase a Subscription Service.

Free Trial Service. In certain circumstances, a Rouxbe partner may "gift" you access to the Subscription Services for a free trial period. When your free trial period ends, if you wish to continue to use the member and/or subscription-based aspects of the Site, you must subscribe to the Subscription Services. Your free trial will automatically terminate at the end of the trial period. Prior to the end of your free trial period, you may receive information explaining how you can sign up for Subscription Services.

The Embeddable Video Player. You may not modify, enhance, remove, interfere with, or otherwise alter in any way any portion of the Embeddable Video Player, its underlying technology, any digital rights management mechanism, device, or other content protection or access control measure incorporated into the Embeddable Video Player. This restriction includes, without limitation, disabling, reverse engineering, modifying, interfering with or otherwise circumventing the Embeddable Video Player in any manner that enables users to view the Content without: (i) displaying visibly both the Embeddable Video Player and all surrounding elements (including the graphical user interface, any advertising, copyright notices, and trademarks) of the webpage where the Embeddable Video Player is located; and (ii) having full access to all functionality of the Video Player, including, without limitation, all video quality and display functionality and all interactive, elective or click-through advertising functionality.

Embedding a Video Using the Embeddable Video Player. You may embed videos using the Embeddable Video Player, provided you do not embed the Embeddable Video Player on any website or other location that (i) contains or hosts content that is unlawful, infringing, pornographic, obscene, defamatory, libelous, threatening, harassing, vulgar, indecent, profane, hateful, racially or ethnically offensive, encourages criminal conduct, gives rise to civil liability, violates any law, rule, or regulation, infringes any right of any third party including intellectual property rights, is otherwise inappropriate or objectionable to Rouxbe (in Rouxbe’s sole discretion), or (ii) links to infringing or unauthorized content (collectively, "Unsuitable Material"). You may not embed the Embeddable Video Player into any hardware or software application, even for non-commercial purposes. Rouxbe reserves the right to prevent embedding to any website or other location that Rouxbe finds inappropriate or objectionable (as determined by Rouxbe in its sole discretion).

Proprietary and Intellectual Property Rights to Content. You acknowledge that everything featured or displayed on this Site, including, but not limited to text, software, music, sound, photographs, video, graphics, name references or other material contained in sponsor advertisements or search results, provided to or accessed by you via the Service, and other materials related to the Site including, without limitation, the "look and feel" of the Site (the "Content") are protected by applicable copyrights, trademarks, service marks, patents, and other proprietary rights and laws; therefore you are only permitted to use this Content as expressly authorized by this Agreement or by the relevant advertiser, as appropriate. You may not copy, reproduce, rearrange, distribute, transmit, perform, display, or create derivative works of the Content without expressly being authorized to do so in writing by Rouxbe or the relevant advertiser. You do not acquire ownership rights to any content, document, or other materials viewed through this Site. Some of the content on the site is the copyrighted work of third parties.

Service Marks and Trademarks. "Rouxbe.com," "Rouxbe," and certain product names mentioned on the Site are our service marks and/or trademarks. Other product and company names mentioned on the Site may be trademarks and/or service marks of their respective owners.

Links. Rouxbe may provide links to other web sites or resources. You acknowledge and agree that Rouxbe is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You agree that Rouxbe shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on such external sites or resources.

Content Submitted to Rouxbe. Rouxbe does not claim ownership of the recipes, techniques, or other content you place on this Site ("User Content"). By uploading, submitting or otherwise disclosing or distributing content of any kind on the Site or otherwise through the Service, you:

• Grant to Rouxbe and its affiliates a perpetual, irrevocable, fully assignable, non-exclusive, worldwide, royalty-free right and license to use, reproduce, display, perform, adapt, modify, distribute, make derivative works of, and otherwise commercially and non-commercially exploit such User Content (including by making such User Content available to all users of the site) in any form including without limitation, any concepts, ideas, or know-how embodied therein;
• Represent and warrant to Rouxbe that you own or otherwise control all rights to such User Content (including the ability to grant Rouxbe this license) and that disclosure and use of such User Content by Rouxbe (including without limitation, publishing User Content at the Site) will not infringe or violate the rights of any third party; and
• Acknowledge that the User Content may not be treated confidentially.

You agree not to provide Rouxbe with any confidential or proprietary information that you desire or are required to keep secret.

You acknowledge that Rouxbe does not pre-screen User Content, but that Rouxbe and its designees shall have the right (but not the obligation) in their sole discretion to remove or block access to any User Content that is available via the Service. Without limiting the foregoing, Rouxbe and its designees shall have the right to remove any User Content that violates this Agreement or is otherwise objectionable (in Rouxbe’s sole discretion). You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content.

Investor Communications. The Site does not constitute an offer to sell or solicitation of an offer to buy securities of Rouxbe or any other person nor does any content on the site constitute investment advice or recommendations concerning the purchase of any securities. The Site may contain statements about future events, accomplishments, circumstances, trends, expectations, plans, capabilities, and prospects that are forward-looking statements. Actual events, results or developments may differ materially from those expressed or implied in forward-looking statements due to a number of risks and uncertainties.

Unsolicited Submissions/Feedback. Rouxbe does not accept or consider unsolicited ideas, including ideas for new products, services, technologies, processes, marketing plans, or new product names. Please do not send any original artwork, samples, demos, or other works. If you do send such materials, Rouxbe makes no assurances that your ideas and materials will be treated as confidential or proprietary. Any feedback you provide on this Site will be deemed non-confidential and non-proprietary. Rouxbe is free to use such information on an unrestricted basis.

Disclaimer of Warranties. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Rouxbe assumes no responsibility for the timeliness, deletion, misdelivery, or failure to store any of your personalization settings. ROUXBE DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION ON THE SERVICE. ROUXBE DOES NOT WARRANT THAT YOUR USE OF THE SERVICE WILL BE SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, ERROR-FREE OR WILL MEET YOUR REQUIREMENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. YOU UNDERSTAND AND EXPRESSLY AGREE THAT (1) USE OF ROUXBE'S SERVICES ARE AT YOUR SOLE RISK, (2) ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ROUXBE'S SERVICE IS AT YOUR OWN DISCRETION AND RISK, (3) UNDER NO CIRCUMSTANCES WILL ROUXBE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM ANYONE'S USE OF OR RELIANCE ON INFORMATION OR OTHER CONTENT PROVIDED IN THE SERVICE, AND (4) YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA OR LOSS OR DAMAGE TO YOUR PERSON OR YOUR PROPERTY IN CONNECTION WITH YOUR USE OF THE SERVICE.

EXCEPT AS EXPRESSLY SET FORTH ON OUR SITES, ROUXBE DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE. ROUXBE MAKES NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF ROUXBE'S SERVICES, REGARDING THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH ROUXBE'S SERVICE, REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH ROUXBE'S SERVICE, THAT DEFECTS WILL BE CORRECTED, OR THAT ROUXBE'S SERVICES WILL MEET ANY OF YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.

The links to third party sites on this web site are for your convenience only, and the inclusion of such links within this web site does not imply any endorsement, guarantee, warranty or representation by Rouxbe.

FOR YOUR CONVENIENCE, ROUXBE MAY MAKE AVAILABLE ON THIS SITE OR IN ITS CONTENT OR SERVICES CERTAIN MATERIALS FOR USE AND DOWNLOAD. ROUXBE DOES NOT MAKE ANY WARRANTY WITH REGARD TO DOWNLOAD SPEED OR PERFORMANCE QUALITY OF SUCH MATERIALS.

ROUXBE MAKES NO WARRANTY REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ROUXBE OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

The posting of job descriptions and informational materials about Rouxbe employment do not constitute an offer of employment.

Limitation of Liability. ROUXBE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR OTHERWISE, USE, DATA OR OTHER INTANGIBLES, OR PROPERTY, EVEN IF ROUXBE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

UNDER NO CIRCUMSTANCES WILL ROUXBE'S AGGREGATE LIABILITY, ON ANY FORM OF ACT WHATSOEVER IN CONNECTION WITH THIS AGREEMENT EXCEED THE PRICE PAID BY YOU FOR YOUR ACCOUNT, ROUXBE WILL NOT BE RESPONSIBLE FOR ANY DAMAGES OR LOSSES RESULTING FROM ANY CORRESPONDENCE OR BUSINESS DEALINGS WITH THIRD-PARTY ADVERTISERS OR RESULTING FROM THE PRESENCE OF SUCH ADVERTISERS ON THE SERVICE.

Limitations. You agree not to resell the Service. Rouxbe retains the right, at Rouxbe's sole discretion, to determine whether or not your conduct is consistent with the letter and spirit of this Agreement and may terminate your Service if your conduct is found to be inconsistent with this Agreement.

Your Conduct. Your use of the Service is subject to all applicable local, provincial, state, national, and international laws and regulations. You agree: (1) to comply with Canadian law regarding the transmission of technical data exported from Canada through the Service; (2) to comply with US law regarding the transmission of technical data exported from the United States through the Service; (3) comply with applicable international law in the use of the Service; (4) not to use the Service for illegal purposes; (5) not to interfere or disrupt networks connected to the Service; and (6) to comply with all regulations, policies and procedures of networks connected to the Service.

You agree not to post or transmit through the Service any unlawful, unauthorized, harassing, hateful, racist, libelous, abusive, threatening, harmful, vulgar, obscene, or otherwise reasonably objectionable material of any kind or nature. You further agree not to post or transmit any material through the Service that is encrypted, constitutes junk mail, or unauthorized advertising, commercial offers, invades anyone's privacy, or encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, provincial, state, national or international law or regulation. You are responsible for ensuring that any material you provide to or through the Service or post on a bulletin board or forum, including but not limited to text, photographs, video, and audio, does not violate the copyright, trademark, trade secret, or any other personal, moral, or proprietary rights of any third party or is posted with the permission of the owner(s) of such rights.

You agree not to disrupt, overwhelm, attack, modify or interfere with the Service or its associated software, hardware and/or servers in any way, and you agree not to impede or interfere with others' use of the Service. You further agree not to alter or tamper with any information or materials on or associated with the Service.

Attempts to gain unauthorized access to other computer systems are prohibited. Children under the age of 13 are not permitted to use the Service and you may not make recommendations or send invitations to join the Service to non-users who are under the age of 13. Rouxbe requests that children under the age of 13 do not submit or post any information to the site without a parent or guardian's consent. However, Rouxbe will not request or knowingly collect from children under the age of 13 any information online that can be traced to the individual, such as an e-mail address, name, or information about the individual’s family. Rouxbe will not knowingly use information that a child under the age of 13 provides to Rouxbe for any marketing, selling or promotional purposes. Ultimately, it shall be the parent or guardian's responsibility for the acts and actions of the child under the age of 13 with respect to the use of the Service. You shall not interfere with another user's use and enjoyment of the Service or another entity's use and enjoyment of similar services. Rouxbe may, at its sole discretion, immediately terminate the Service should your conduct fail to conform to this Agreement.

Indemnification. You agree to indemnify and hold Rouxbe, its parent, subsidiaries, affiliates, officers, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Service, the violation of this Agreement by you, or the infringement by you, or other user of the Service using your computer, of any intellectual property or other right of any person or entity.

Termination. You may terminate your account with or without cause at any time and effective upon five (5) days' notice to Rouxbe. Rouxbe shall not be liable to you or any third party for termination of Service. Should you object to any terms and conditions of this Agreement or any subsequent modifications thereto or become dissatisfied with the Service in any way, your only recourse is to immediately: (i) discontinue use of the Service; and (ii) terminate Service usership. Upon termination of the Service, your right to use the Service immediately ceases.

Notice. All notices to shall be made either via email to privacy@rouxbe.com or via telephone to (604) 677-6000. Rouxbe may broadcast notices or messages through the Service to inform you of changes to this Agreement, the Service, or other matters of importance; such broadcasts shall constitute notice to you.

Remedy. IF YOU ARE DISSATISFIED WITH THIS SITE, OR ANY PORTION THEREOF, YOUR EXCLUSIVE REMEDY SHALL BE TO CEASE USING THE SITE.

Refunds. If you have purchased a monthly subscription and are not satisfied with the Service we will refund your complete initiation payment if a) you cancel within 7 days of purchase, and b) you have viewed three (3) or fewer lesson videos and/or recipe videos.

If you have purchased a Monthly Tuition Plan you may cancel at any time and we will not charge you for future months. Your payment for the then-current month cannot be refunded.

If you have purchased an individual lesson or a bundle of lessons we unfortunately cannot refund your payment.

Please allow 3 to 4 weeks for your refund to be processed.

Laws. This Agreement shall be interpreted, construed and governed by the laws of the Province of British Columbia, Canada, without reference to its laws relating to conflicts of law. Venue for all disputes arising under this Agreement shall lie exclusively in a provincial court in British Columbia, Canada. In addition, both parties agree to submit to the exclusive personal jurisdiction and venue of such courts. Notwithstanding the foregoing, however, Rouxbe shall have the right to commence and prosecute any legal or equitable action or proceeding before any non-Canadian court of competent jurisdiction to obtain injunctive or other relief in the event that, in the opinion of Rouxbe, such action is necessary or desirable.

International Use. Rouxbe makes no representation of any kind that all content, materials, and services on the Site are appropriate or available for use in all geographic locations, especially some locations outside the United States, and accessing such from certain locations may be illegal and prohibited. Those accessing the Site from such locations act on their own initiative and we are not responsible for their compliance with applicable laws.

Miscellaneous. Rouxbe's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless expressly acknowledged and agreed to by Rouxbe in writing. You and Rouxbe agree that any cause of action arising out of or related to this Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. Some jurisdictions may prohibit the shortening of the time period in which a cause of action must be brought. In all such jurisdictions, the applicable time period shall be the minimum allowed by law. The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. [This Agreement constitutes the entire and only agreement between us and you; supersedes all prior or contemporaneous agreements, representations, warranties, and understandings with respect to the Site, the content, products, or services provided by or through the Site, and the subject matter of this Agreement; and shall survive termination of your account.

Privacy. Rouxbe cares about your privacy. For further information, please see the Rouxbe Privacy Policy, which is incorporated herein by reference.

Notice and Procedure for Making Claims of Copyright Infringement. If you believe that your work has been copied in any way that constitutes copyright infringement, please notify Rouxbe using the following contact information:

Rouxbe.com
Legal Department