Acceptance of Terms

Welcome to Chicory (the "Site"), a website operated by Recipe Into Reality, Inc. ("Recipe Into Reality", "we", "us", or "our"). We operate the Chicory Product, which analyzes Publisher Content to gain contextual insights about the nature of this content and End User purchase intent and connects this Publisher Content with ecommerce retailers (the "Chicory Product", “Services”). The following terms and conditions (the "Terms of Use") form a binding agreement between you and us whether you are an individual who is viewing, accessing and/or using a recipe publisher’s website and/or the Chicory Product (an "End User") or the owner or operator of a website that makes the Chicory Product available on its website (a "Publisher" and the website a "Publisher Site"). Unless otherwise indicated, "you" means Visitors, End Users and Publishers. We reserve the right to update and change these terms without notice to you. If you do not agree to these terms, you are prohibited from using or accessing this website or Chicory Product. You may not use the services and may not accept the Terms if you are not of legal age to form a binding contract with Recipe Into Reality, Inc., a Delaware Corporation (“Recipe Into Reality”). Before you continue, you should print off or save a local copy of the Universal Terms for your records.

Service & The Chicory Product

Publisher must abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with its use of the Services, including the Privacy Policy and those related to data privacy, international communications and the transmission of technical or personal data. Publisher may not use the Chicory Product in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others.

The Chicory product a) analyzes Publisher Content to gain contextual insights about this content and End User purchase intent and b) allows End Users to easily consolidate and organize a shopping list made up of recipes and then send a list of consumer packaged good products necessary to make these recipes to various ecommerce retailers for checkout. This process includes various steps including but not limited to allowing the consumer to deselect items, consumer packaged good products, save recipes, create accounts, choose an online, and change the serving sizes of recipes. In order to facilitate this process for the End User, the Chicory product may include such shopping lists directly on third party sites and/or buttons that allow consumers to see what consumer packaged good products correspond to a given recipe and then send those consumer packaged goods to an ecommerce retailer for checkout. The Chicory Product includes but is not limited to:

  1. Accounts that allow consumers to save recipes, view previously ordered recipes.
  2. Technology to create food ontology including but not limited to API, API documentation, web scrapers, natural language processing, and all other methods of data capture, integration, analysis, and processing.
  3. Technology to create organized and condensed shopping lists.
  4. Food ontology including but not limited to the following data: recipe name, serving sizes, ingredient measurements, ingredient names, ingredient instructions, ingredient densities, categorization of ingredients including staple ingredients, categorization of recipes, ingredient synonyms, and ingredient substitutes.
  5. Consumer interaction data with any and all interfaces of the Chicory product.
  6. Business interaction data with any and all platforms of the Chicory product.
  7. Technology that allows a consumer to send a list of products to an ecommerce retailer.
  8. Technology that connects ingredients from recipes to products that an ecommerce retailer has in inventory.
  9. Technology that analyzes Publisher content to gain contextual insights about this content and End User purchase intent
  10. The user interface and any code (HTML/CSS/Javascript) that allows consumers to interact with the Chicory product and send a list of consumer packaged good products to an ecommerce retailery basket.

Content

Publishers are responsible for any Content on the Publisher Site. You agree that any Content for which you are responsible will not:

  1. Infringe the copyright, trademark, trade secret, or other intellectual property or proprietary right of others
  2. Violate the privacy, publicity, or other rights of third parties
  3. Be false or inaccurate or become false or inaccurate at any time
  4. Be discriminatory, unlawful, tortious, obscene, fraudulent, defamatory, harmful, threatening, pornographic, indecent, vulgar, harassing, discourteous, hateful, abusive or racially, ethnically, religiously, sexually or otherwise offensive, as determined by us in our sole discretion
  5. Disclose or provide information protected under any law, agreement or fiduciary relationship, including but not limited to proprietary or confidential information of others
  6. Misrepresent the source of the Content
  7. Contain any virus, Trojan horse, worm, time bomb, cancelbot, or other disabling device or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
  8. Advocate or encourage any illegal activity; or
  9. Have the potential to create liability for us or cause us to violate the requirements of or to lose the services, in whole or in part, of our Internet service providers or other suppliers.

As a Publisher, you can download code from Recipe Into Reality that analyzes your content in order to gain contextual insights on this content and End User purchase intent and links this content to products sold by e-commerce retailers, showing a button that End Users can engage with in order to purchase such products ("Publisher Content"). This analysis of content and End Users and linking of content to e-commerce, is designed to improve End User engagement with your content. When you install the code from Recipe Into Reality onto your Site, you authorize us to analyze any and all content on your site and End User engagement with that content including but not limited to page views and times spent on page. Additionally you authorize us to use, reproduce, distribute, publicly display and publicly perform the Publisher Content, including but not limited to recipe name, serving size, ingredient measurements, ingredient names, recipe photos, to the extent necessary or desired for us to provide the Chicory Product or to feature such content on blog.chicoryapp.com or through emails to End Users or other Publishers. We do not endorse any Content or any opinion, recommendation, or advice expressed in any Content, and we expressly disclaim any and all liability in connection with any Content. We may decide whether any Content is inappropriate or not in compliance with these Terms of Use and reserve the right to remove Content and/or suspend or terminate your use of the Services at any time, without prior notice and in our sole discretion.

Recipe Into Reality Satisfaction Guarantee

Recipe Into Reality is not responsible for the selection of or distribution of any tangible items including but not limited to consumer packaged goods (known as the “Processing Activities”). All Processing Activities are handled by ecommerce retailers. Recipe Into Reality does not necessarily have working partnerships with ecommerce retailers even if the website and/or Chicory Product is linked, in any way, to an ecommerce retailery platform. All complaints, support, reimbursement, or feedback regarding the Processing Activities should be directed toward the customer service department of the ecommerce retailer with whom you have purchased products.

  1. modify, copy or use the materials except as expressly authorized by Recipe Into Reality;
  2. use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
  3. attempt to decompile or reverse engineer any software contained on Recipe Into Reality’s website;
  4. remove any copyright or other proprietary notations from the materials; or
  5. transfer the materials to another person or "mirror" the materials on any other server. This license shall automatically terminate if you violate any of these restrictions and may be terminated by Recipe Into Reality at any time. Upon termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

Account Registration

Please review our Privacy Policy for clarification on how we may use your information and other information that you may provide or submit while using the website, Chicory Product and/or offline. You are responsible for maintaining the confidentiality of your password and other account information, and for all activities that occur under your account. In consideration of use of the website and/or Chicory Product, you agree to maintain and update true, accurate, current and complete registration data. If you provide any information that is untrue, inaccurate, not current or incomplete, or if Recipe Into Reality has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the website or any portion thereof. Access to and use of password protected or secure areas of the website is restricted to authorized users only. Unauthorized individuals attempting to access these areas of the website may be subject to prosecution.

Use of Chicory with Ecommerce retailers

By accessing Ecommerce retailer data, including but not limited to inventory information, product information like product name, size, quantity and image, and location information and/or by creating an Ecommerce retailer account (Username and Password) through Recipe Into Reality and/or linking an Ecommerce retailer account to the Chicory Product, you hereby agree to the following: 1) that you have given permission to Recipe Into Reality Inc to have access to, store, and utilize your Ecommerce retailer login information. The only manner in which Recipe Into Reality Inc can utilize your Ecommerce retailer login information is to login into your account, offer products from the Ecommerce retailer that you may intend to order and place items that you intend to order in an Ecommerce retailer's digital shopping cart2) That you agree to Peapod’s Terms of Service and/or other Terms of Service outlined by respective Ecommerce retailers 3) You understand and acknowledge that Recipe Into Reality Inc is in no way affiliated with any Ecommerce retailers including but not limited to Peapod 4) That, by giving Recipe Into Reality access to your Ecommerce retailer account and login information you give Recipe Into Reality permissions to store and access such information and utilize it per the functions intended by Recipe Into Reality’s platforms 5) You assume all risk associated with giving Recipe Into Reality access to such account and login information

Offline Services

Recipe Into Reality does not guarantee that you can order any recipe from any of the recipe websites with which the Chicory Product currently work. The availability and price of tangible products is dependent on your location and the ecommerce retailery merchant who is facilitating your order. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the website without our express written permission

Data Rights and Publisher Privacy Policies

We do not charge End Users or Publishers a fee for accessing or using the Chicory Product. In consideration for the Services, you agree that we may collect data related to an End User's use of the Services including End User's engagement with the Publisher Content (collectively, the "Data"). Our data collection, use and disclosure practices are described more fully in our Privacy Policy and include the use of log information, Cookies, and Pixels that record anonymous (Non-Personally Identifiable Information) about End Users.

When an End User downloads a page that contains the Chicory Product, we may deploy a Cookie or Pixel on our own behalf or on behalf of third parties, to record information about how an End User uses the web, such as the web search that landed the End User on a particular page, categories of the End User's interests, or insights about the content of that page in relation to the End User’s purchase intent. We may use the Data to target advertising toward the End User or authorize others to do the same. You may not enable Recipe Into Reality to collect Data from Sites that are directed to children pursuant to the U.S. Children's Online Privacy Protection Act. If you are a Publisher and prefer that we do not collect, and do not assist others in the collection of, Data about End Users on your Publisher Site, you may email us and we will respond in a reasonable time in order to assist you in discontinuing our placement of Cookies or Pixels related to your Publisher websites. Please be advised, however, that if you cause us to discontinue the placement of cookies related to your Publisher Site, we will not be able to provide you with certain Services. For example, we won't be able to provide you reports and analytics regarding the usage and effectiveness of the Chicory Product on your Publisher Site. If you do not cause us to discontinue the placement of Cookies or Pixels via the Chicory Product, you grant us a non-exclusive, perpetual, worldwide and irrevocable right and license to collect, use and disclose the Data as provided in our Privacy Policy and to allow the synchronization of internal unique identifiers between the Chicory Product and our third party partners to facilitate online behavioral advertising.

Publisher shall conspicuously post a privacy policy that describes how such party collects, uses, stores and discloses end user data. Publisher shall not transfer information to Recipe Into Reality that Recipe Into Reality could use or recognize as personally-identifiable about any end user or other individual. Publisher agrees that it will require the Sites to feature an easy-to-understand privacy policy with a link from the Sites’ home page that contains the word “Privacy”, which shall clearly disclose that:

(i) Publisher works with a third party (i.e. Recipe Into Reality) for provision of shopping list and ingredient ordering services and, if applicable, advertisement delivery;

(ii) the non-personally-identifiable information collected about a consumer’s visits to this and other websites may be used in any manner allowed under Recipe Into Reality’s privacy policy, including in order to provide advertisements about goods and services of interest to the consumer; and

(iii) the consumer has the option not to participate (included with a link to Recipe Into Reality’s privacy policy at http://chicory.co/privacy/, which describes the opt-out process).

Recipe Into Reality may from time to time require Publisher to provide specific additional notice mechanisms consistent with applicable laws or industry self-regulations for the purpose of providing end users with information and choices in connection with online advertising.

Disclaimer of Warranty

ALL CONTENT, PRODUCTS, AND SERVICES ON THE SITE, PLATFORMS, TECHNOLOGY OR OBTAINED FROM A WEBSITE TO WHICH THE SITE IS LINKED (A "LINKED SITE") ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. RECIPE INTO REALITY DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR (A) THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE THROUGH THE SITE BY ANY PARTY OTHER THAN RECIPE INTO REALITY, (B) ANY CONTENT PROVIDED ON LINKED SITES OR (C) THE CAPABILITIES OR RELIABILITY OF ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED SITE. OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER PROTECTION LAW, UNDER NO CIRCUMSTANCE WILL RECIPE INTO REALITY BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER'S RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE OR A LINKED SITE, OR USER'S RELIANCE ON ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED SITE. IT IS THE RESPONSIBILITY OF THE USER TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITE, OR OBTAINED FROM A LINKED SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE, OR OTHER CONTENT.

Limitation of Liability

In no event shall Recipe Into Reality and its subsidiaries, affiliates, officers, employees, agents, partners and licensors be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Recipe Into Reality has been advised of the possibility of such damages), resulting from use of the website, content or any related services.

Indemnity

You agree to indemnify and hold Recipe Into Reality (and its officers, directors, agents, subsidiaries, joint ventures, and employees) harmless from any claim or demand, including reasonable attorneys' fees, or arising out of or related to your breach of these terms, or your violation of any law or the rights of a third party.

External Links and Use of Chicory Product

Recipe Into Reality has not reviewed all of the sites linked to its website nor currently using its technology and is not responsible for the contents of any Linked Site. By providing links to other sites, Recipe Into Reality does not endorse, approve or guarantee the information, recipes or products available on these external sites. Use of any such linked web site is at the your own risk and responsibility.

DIGITAL MILLENNIUM COPYRIGHT ACT

Recipe Into Reality respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any content on our website, any Recipe Into Reality platforms, or offline deemed to have been posted or distributed in violation of any such laws. Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

Recipe Into Reality, Inc.

Attention: DMCA

401 Orienta Avenue

Mamaroneck NY 10543

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

Modifications

Recipe Into Reality reserves the right to make changes to the website, any Recipe Into Reality platforms, services, related policies and agreements, these terms, and the Privacy Policy at any time without notice. When we modify these terms, we will publish the revision date. By using this website, any Recipe Into Reality platforms, or any Recipe Into Reality services you are agreeing to be bound by the then current version of these terms.

Payments

Applicable Publishers shall receive a payment for Engagement Events performed on the Chicory Product installed on the publisher’s website(s). “Engagement Events” are based on Recipe Into Reality’s various agreements with publishers, brands, retailers, and other third parties and may include queries, impressions, clicks, conversions, or other similar events. “Applicable Publishers” are those Publishers that have explicitly requested via email or phone the payment program explained in this Terms of Use and not all Publishers that have installed the Chicory Product on their site(s).Payments to Applicable Publisher shall be sent by Recipe Into Reality within sixty (60) days of the last day of each calendar month if earned balance is fifty U.S. dollars ($50) or more. In the event the Agreement is terminated, Recipe Into Reality shall pay Applicable Publisher’s earned balance within ninety (90) days after the end of the calendar month in which the Agreement is terminated. In no event, however, shall Recipe Into Reality be required to make payments or provide accounting statements so long as Applicable Publisher’s earned balance is less than fifty U.S. dollars ($50). Notwithstanding the foregoing, Recipe Into Reality shall not be liable for any payment which arises in connection with any breach of this Agreement by Applicable Publishers. Recipe Into Reality reserves the right to withhold payment or charge back Applicable Publisher’s account due to any of the foregoing or any breach of this Agreement by Applicable Publisher, pending Recipe Into Reality’s reasonable investigation of any of the foregoing or any breach of this Agreement by Applicable Publisher. To ensure proper payment, Applicable Publisher is solely responsible for providing and maintaining accurate contact and payment information associated with Applicable Publisher’s account. For U.S. taxpayers, this information includes without limitation a valid U.S. tax identification number and a fully-completed Form W-9. For non-U.S. taxpayers, this information includes without limitation either a signed certification that the taxpayer does not have U.S. activities or a fully-completed Form W-8 or other form, which may require a valid U.S. tax identification number, as required by the U.S. tax authorities. Applicable Publishers agree to pay all applicable taxes or charges imposed by any government entity in connection with participation in the program outlined by this Agreement. If Applicable Publisher disputes any payment made under this Agreement, Applicable Publisher must notify Recipe Into Reality in writing within thirty (30) days of any such payment; failure to so notify Recipe Into Reality shall result in the waiver by Applicable Publisher of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by Recipe Into Reality.

General

These terms and the relationship between you and Recipe Into Reality shall be governed by the laws of the State of New York without regard to its conflict of law provisions. You and Recipe Into Reality agree to submit to the personal and exclusive jurisdiction of the local and state courts located within County of Madison, New York, and the federal courts located within the Northern Hamilton, California. The failure of Recipe Into Reality to exercise or enforce any right or provision of these terms shall not constitute a waiver of such right or provision. These terms constitute the entire agreement between you and us and govern your use of the website, superseding any prior agreements (including, but not limited to, any prior versions of these terms).