Cook Once Academy Membership Agreement
By purchasing and/or participating in the Cook Once Academy (hereafter “COA”), Member(s) are agreeing to the following terms and conditions. Please read this Agreement carefully before purchasing, accessing or using Fed and Fit, LLC. (hereafter the “Company”) proprietary materials which includes any written, audio or visual presentations or documents associated with COA.
If Member(s) do not understand or do not accept this agreement, please do not purchase this membership and do not access any of the Company’s proprietary materials.
This Membership Agreement may be updated at any time. It is the Members’ responsibility to review the most recent version of this Agreement when purchasing classes or services and to remain informed of any changes.
I. COOK ONCE ACADEMY MEMBERSHIP ENROLLMENT TERMS AND CONDITIONS
a) This agreement is for a one-year (1) membership to COA with access to COA Forum/Community Page during the term of enrollment.
b) Members may pay for the COA Membership in the following ways:
o Early Bird Registration. Members may take advantage of “Early Bird” registration by paying for the whole year in one payment of three-hundred and twenty dollars ($320.00) made upon registration. Early Bird registration is valid through December 31, 2020, only. Early Bird registrants will be eligible to receive a hat, e-book, and access to the course materials on January 1, 2021. Hat and e-books will be provided to all Early Bird registrations while supplies last; OR
Standard Registration. Any Members enrolling in COA on or after January 1, 2021, shall be billed on a recurring monthly basis. Members shall be auto-enrolled to pay thirty-two dollars ($32.00) per month, and agree to this automatic charge on their credit cards on the date of enrollment, [then the first of the month thereafter.] OR [and the same date each month thereafter]. Payments shall continue until the COA Membership is complete, or December 31, 2021, whichever occurs first.
c) All COA memberships are final sale. Generally, there are no refunds. However, if you wish to cancel your membership within three (3) days of purchase, please contact COA by email to discuss options.
d) Enrollment in the COA membership is confirmed on receipt of full payment. Upon submission of your enrollment application as well as your payment, you will be sent instructions to access the membership page and Forum/Community Page.
e) Member(s) will be eligible to participate in the COA Monthly Cooking Challenge as further defined below.
f) The COA membership does not auto-renew, and Member(s) must re-enroll at the expiration of one (1) year. Members will receive email notice within fifteen (15) days of their membership expiration for an opportunity to renew.
g) Only residents of the United States and Canada are eligible to become COA Members at this time.
II. THE MONTHLY COOKING CHALLENGE TERMS AND CONDITIONS
a) All COA members will be eligible to participate in the Monthly Cooking Challenge (“The Challenge”). Beginning on the first (1st) day of each month, COA will publish a new specified cooking topic (ex. shredded chicken) on the Member Site along with two (2) demonstration videos and a bank of recipes for inspiration which will be released on the Forum/Community Page.
b) Members will have until the 25th of the month (at 11:59 p.m. PT) to film and upload a 3-5 min video sharing a short introduction of themselves, their lessons learned in the process, and their finished dish. Members’ dishes must be made using the provided monthly cooking topic, however it does not necessarily have to be one of the recipes provided on the Forum/Community Page.
c) 3 winners will be selected – a 3rd Place Winner, 2nd Place Winner, and Grand Prize Winner. Winners are selected by a combination of Company scores (comprises 80% of the score) and Forum/Community Page “votes” (comprises 20% of the score).
d) Winners are eligible for the following prizes:
1. Grand Prize Winner (“GPW”) will receive an invitation to Company "Cook Once Academy Retreat," an all-expenses paid trip to San Antonio, Texas from January 14, 2022 to January 16, 2022. This includes roundtrip airfare to San Antonio, Texas (SAT), hotel stay for 2 nights at the JW Marriot San Antonio 23808 Resort Pkwy, San Antonio, TX 78261, meals (5 meals total), and 2 days of trainings[KR1] .
2. 2nd place will earn a $300 grocery gift card.
3. 3rd place will earn a $150 grocery gift card.
e) If the grand prize winner cannot attend, COA will need to know within thirty (30) days of winner announcement in order to invite runner up (the original GPW will receive a grocery gift card).
f) Members are expected to upload their monthly challenge videos to the Community Page before the deadline. Any submission email reminders are a courtesy only. Members are responsible for their own submissions.
g) Please read and familiarize yourself with COA cancellation and refund policy before paying for a one-year membership with COA.
Prizes are determined by COA and the Company organizations. Terms and conditions may apply. Incidental expenses and all other costs and expenses which are not specifically listed as part of a prize in Section II(d) of this agreement and which may be associated with the award, acceptance, receipt and use of all or any portion of the awarded prize are solely the responsibility of the respective prize winner. ALL FEDERAL, STATE AND LOCAL TAXES ASSOCIATED WITH THE RECEIPT OR USE OF ANY PRIZE IS SOLELY THE RESPONSIBILITY OF THE WINNER.
IV. ADDITIONAL LIMITATIONS
Prize(s) is/are non-transferable. No substitution or cash equivalent of prizes is permitted. Company and its respective parent, affiliate and subsidiary companies, agents, and representatives are not responsible for any typographical or other errors in the offer or administration of the Challenge, including, but not limited to, errors in any printing or posting or these Terms and Conditions, the selection and announcement of any winner, or the distribution of any prize. Any attempt to damage the content or operation of this Challenge is unlawful and subject to possible legal action by Company. Company and its respective parent, and affiliates reserves the right to terminate, suspend or amend the Challenge, without notice, and for any reason, including, without limitation, if Company determines that the Challenge cannot be conducted as planned, COVID-19 restrictions and limitations, or should a virus, bug, tampering or unauthorized intervention, technical failure or other cause beyond Company’s control corrupt the administration, security, fairness, integrity or proper play of the Challenge including video submissions. In the event any tampering or unauthorized intervention may have occurred, Company reserves the right to void suspect submission(s) at issue. [KR2] [CG3] [CG4] Company and its respective parent, affiliate and subsidiary companies, agents, and representatives, and any telephone network or internet service providers, are not responsible for incorrect or inaccurate transcription of video submission information, or for any human error, technical malfunction, lost or delayed data transmission, omission, interruption, deletion, line failure or malfunction of any internet network, computer equipment or software, the inability to access any website or online service or any other error, human or otherwise.
V. COA COMMUNITY/FORUM POLICY
a) Member(s) must have an active membership with COA to participate on the Forum.
b) Member(s) must be the rightful owner of the submission(s) uploaded to the Community Page;
c) Submission(s) must NOT contain any material that infringes or violates any right of a third-party including copyright, patent, trademark, trade secret or other proprietary rights. For example, submissions should NOT contain reference to sports team logos, celebrities, names or logos of businesses, music or lyrics;
d) Submission(s) must NOT include third parties/people, who have not expressly authorized in writing for the Member to feature their name, image, likeness or voice in the submission or otherwise use such name, image, likeness or voice in accordance;
e) Submissions must NOT contain subject matter which is, or could be considered, in the sole discretion of COA, obscene, pornographic, violent, defamatory, libelous, discriminatory (based on race, sex, religion, natural origin, physical disability, sexual orientation or age), illegal, offensive, threatening, profane, hateful, degrading, harassing, or otherwise unlawful, tortious or objectionable;
f) Submissions must NOT contain any content that promotes any particular political agenda or message;
g) Submissions must NOT violate any law;
h) Submissions must NOT contain any content that is protected by copyright (without the express prior written consent of the owner of such right), including any music that is not entirely original to and owned by the Member or include any recognizable locations or include names and/or descriptions of any copyrighted media production, including, without limitation, films, books, television programming, etc., or identifying descriptions of any media property;
i) Members understand that they are posting their submissions at their sole risk. COA and the Company are not responsible for any claims arising from the submissions, specifically including, but not limited to, claims for intellectual property infringement and privacy rights violations, as well as violations of the respective social media platform’s terms and conditions.
VI. NO GUARANTEES
COA cannot guarantee the outcome of the Challenge and our comments about the outcome are expressions of opinion only. COA, its respective parent, affiliates and subsidiary companies, agents, and representatives make no guarantees other than that the Challenge described in Section II shall be provided to Member in accordance with these Terms and Conditions. Member(s) acknowledge that COA cannot guarantee any results of the Challenge(s) as such outcomes are based on subjective factors (including, but not limited to, Members’ participation) that cannot be controlled by COA.
VII. CANCELLATION, REFUND AND MISSED SUBMISSION POLICY
a) Please be aware membership in COA is non-refundable and non-transferable. The membership can be cancelled at any time during the one (1) year membership period with no refund.
b) If Member is unable to upload a Monthly Cooking Challenge Video, please notify COA via email before the submission deadline.
VIII. CONSENT FORM, ASSUMPTION OF RISK, WAIVER AND RELEASE
a) This membership purchased with COA is for the purpose of learning to cook and participating in cooking challenges which involve preparing and cooking food. Like all cooking activities, certain risks and dangers arise, not all of which can be described herein, but may include, without limitation, cuts, scrapes, scratches, puncture wounds, thermal burns, chemical burns, scalds, injuries from using cooking equipment and instruments, eye injuries or irritation, skin irritations, allergic reactions, food poisoning, slips, falls, and choking. Member has read the aforementioned risks and is familiar with the nature of the activities involved in the membership. Member understands and appreciate the inherent risks and the types of injuries that may occur as a result of participation. Member asserts that participation in COA’s activities is voluntary and knowingly assume all risks associated therewith.
b) Member(s) understands that ultimately it is their responsibility for maintaining the quality of the food prepared, cooked and eaten during any activities. Member alone is responsible for protecting against allergic reactions pertaining to food.
c) Member(s) is responsible and assume liability for any and all damages, loss or expenses incurred as a result of their participation in the challenge
d) Further, in consideration of Members’ ability to participate in an activity, Member do hereby waive, release, indemnify and shall hold harmless COA, its respective parent, affiliates and subsidiary companies, agents, representatives and attorneys (collectively, the “Released Parties”), from and against any and all demands, claims, losses, injury, damages, liability, attorney fees, costs, and/or expenses of litigation, in law or in equity, whether known or unknown, that have arisen or may arise from my participation in or attendance at any activities provided by COA, or from my use of any recipe, skill, technique, or method learned from COA or in any of COA’s activities. Further, Member promise not to sue any of the Released Parties for such demands, claims, or liability.
a) Member(s) Information: Member(s) agrees to keep confidential any Confidential Information, as defined in Section IX, shared by fellow Members in COA (herein referred to as “Members”) and shared by COA and Company. Any Confidential Information shared by Members is confidential, Proprietary, and belongs solely and exclusively to the Member who discloses it. Member(s) agrees not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, on the Forum/Community Page or otherwise. Member(s) agrees not to use such Confidential Information in any manner other than in discussion with other Members during the Membership. Confidential Information shall not include information rightfully obtained from a third party. Members’ will keep Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss and theft.
b) Company Information: COA agrees to keep confidential any Confidential Information, as defined in Section IX, shared by Company in COA. Any Confidential Information shared by Company, its employees or contractors is confidential, Proprietary, and belongs solely and exclusively to Company. COA agrees not to disclose, reveal or make use of any Confidential Information or any transactions, during discussions, on the Forum/Community Page or otherwise. COA agrees not to use such Confidential Information in any manner other than in discussion with other Members during the Membership. Confidential Information shall not include information rightfully obtained from a third party. COA will keep Company’s Confidential Information in strictest confidence and shall use the best efforts to safeguard the Confidential Information and to protect it against disclosure, misuse, loss and theft.
c) Non-Disparagement: Member(s) shall, during and after the participation in the COA Membership refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding COA, or any of Company’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.
d) Violations of Confidentiality: COA agrees that if Member(s) violates or displays any likelihood of violating this Section IX the Company and/or the other Program Member(s) will be entitled to injunctive relief to prohibit any such confidentiality violations to protect against the harm of such violations.
X. GRANT OF LIMITED LICENSE RIGHTS
Member(s) hereby irrevocably grants to COA and Company, its designees, affiliates, successors and assigns, the non-exclusive, irrevocable, fully paid, universal license to use, copy, sublicense, transmit, distribute, publicly perform, publish, delete or display the submission(s) in any media now known or hereafter devised including, but not limited to all forms of electronic media, print media and all forms of internet and wireless protocol in perpetuity and throughout the universe for advertising, marketing, publicity and promotional purposes in connection with COA and other promotions. COA and Company shall have the right, in its sole discretion, to edit, composite, morph, scan, duplicate, or alter the submission for any purpose which COA/Company deems necessary or desirable, and each Member irrevocably waives any and all so-called moral rights they may have therein.
XI. INTELLECTUAL PROPERT RIGTHS OF COA/FED AND FIT
Fed and Fit name is federally protected, and a registered mark protected under the United States Code. Any unauthorized use or display of Fed and Fit registered mark will constitute infringement. All other trademarks displayed on this Service or through links to other services are the property of the respective trademark owners.
XII. INDEMNIFICATION AND LIMITATION OF LIABILITY
BY ENTERING THE MONTHLY COOKING CHALLENGE, EACH MEMBER AGREES TO INDEMNIFY, RELEASE AND HOLD HARMLESS COA AND ITS PARENT, AFFILIATE AND SUBSIDIARY COMPANIES, THE FORUM/COMMUNITY PAGE PLATFORM, ADMINISTRATOR, ADVERTISING AND PROMOTIONAL AGENCIES, AND ALL THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS FROM ANY LIABILITY, DAMAGES, LOSSES OR INJURY RESULTING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM THAT MEMBER’S PARTICIPATION IN THE MEMBERSHIP, CHALLENGE, ANY MATERIALS USED/SUBMITTED BY ANY MEMBERS, AND THE ACCEPTANCE, USE OR MISUSE OF ANY PRIZE THAT MAY BE WON. COA AND ITS PARENT, AFFILIATE AND SUBSIDIARY COMPANIES DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONDITION, FITNESS OR MERCHANTABILITY OF THE PRIZE. COA AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, ADVERTISING AND PROMOTIONAL AGENCIES, AND ALL THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS DISCLAIM ANY LIABILITY FOR DAMAGE TO ANY COMPUTER SYSTEM RESULTING FROM ACCESS TO OR THE DOWNLOAD OF INFORMATION OR MATERIALS CONNECTED WITH THE CHALLENGE AND MEMBERSHIP ACCESS TO THE FORUM/COMMUNITY PAGE.
WITH THE EXCEPTION OF LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT BY COMPANY, IN NO EVENT SHALL COMPANY BE LIABLE TO MEMBER OR ANY OTHER PERSON FOR ANY DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT. EXCEPT AS A RESULT OF FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT BY COMPANY, MEMBER AND ITS SUCCESSORS AND ASSIGNS SHALL HAVE NO RECOURSE AGAINST COMPANY, WHETHER BY WAY OF ANY SUIT, DEMAND, PROCEEDING, CLAIM, OR ACTION, WHETHER IN LAW OR EQUITY OR OTHERWISE, FOR ANY LOSS, LIABILITY, DAMAGE, EXPENSE, DEBT, JUDGMENT OR COST THAT LICENSEE OR ANY SUCH PERSON MAY SUFFER OR INCUR AT ANY TIME, IN CONNECTION WITH OR RELATED TO THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE TO MEMBER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT MEMBER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If any complaints or issues arise please contact Company as soon as possible. Member concerns are important to COA thus attempts will be made to resolve any disputes quickly and efficiently. If Company cannot resolve a dispute using our complaint handling procedure, we will:
a) let Member(s) know that Company cannot settle the dispute; and
b) give Member(s) any other such information required by law
XIV. BREACH OF TERMS
If Member(s) breach these Terms and Conditions, then COA and its affiliates may use member(s) personal information to investigate the breach, or to share concerns. COA may issue Member(s) with a formal warning or COA may prevent or suspend Member(s) access to its goods and services if Member(s) do not comply with any part of these Terms and Conditions, or any terms or policies to which they refer to, or any applicable law.
XV. GOVERNING LAW/JURISDICTION
All issues and questions concerning the construction, validity, interpretation and enforceability of these official terms or the rights and obligations of Member(s) or COA in connection with the Challenge and Membership shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other state’s laws.
XVI. TECHNICAL ISSUES
In the event that Member(s) experience technical difficulties or issues while uploading submissions, please contact COA via email at [email protected].