Terms of service

Terms and Conditions of Service

Last updated: November 05, 2021

These Terms and Conditions of Service (the “Terms and Conditions”) are an agreement between you and Foodot Inc. Along with our representatives, officers, shareholders, subsidiaries, affiliates, parents, employees, and agents (collectively “Banchan365” or “we” or “us” or “our”), we provide the website at https://banchan365.com. These Terms and Conditions govern your use of the https://banchan365.com website and the mobile applications or other online services where these Terms and Conditions are posted (collectively, the “Website”). Unless explicitly stated otherwise, any new tools or applications that alter or improve the current Website will be included in the definition of “Website.” Your use of the Website is subject to these Terms and Conditions, which you acknowledge, agree to and consent to by using the Website. These Terms and Conditions include our Privacy Policy, which is available at https://banchan365.com/privacy-policy/ and which is hereby incorporated by reference, as well as the Terms and Conditions for Purchases/Subscriptions and the Food Safety Considerations.

All meal ingredients and other products made available through the Website will be referred to, collectively, as the “Products.” Please read these Terms and Conditions carefully before ordering any products from us or subscribing to one of our services. When using the Website, you will be subject to all displayed rules and policies. Such rules and policies are hereby incorporated by reference into these Terms and Conditions.

These Terms and Conditions may be amended by us from time to time at our sole discretion. By continuing to use the Website subsequent to us making available an amended version of the Terms and Conditions, you thereby acknowledge, agree to, and consent to such amendment. You cannot create an account, buy our Products or subscribe to our services without agreeing to these Terms and Conditions.

Service Availability

Our Website is intended for use only by people residing in the United States of America. We do not accept orders from individuals outside the United States.

By placing an order through our Website, you warrant that:

• You are legally capable of entering into binding contracts;
• You are at least 18 years old;
• You are a resident of the United States; and
• You are accessing our Website from the United States.

Consent to Electronic Record Keeping

YOU CONSENT TO ENTERING THESE TERMS AND CONDITIONS ELECTRONICALLY, AND TO STORAGE OF RECORDS RELATED TO THESE TERMS AND CONDITIONS IN ELECTRONIC FORM.

Product Descriptions

We make reasonable efforts to display, as accurately as possible, the colors of our Products. However, the actual colors you see depend on your monitor or device, and thus we cannot guarantee that the colors of Products you see when viewing the Website will be accurate.

Product Shipping, Subscription, Guarantee and Return Policies

Please refer to our Terms and Conditions for Purchases/Subscriptions at the bottom of this page for more information on our shipping rates, refund policies, and other policies and procedures, all of which are incorporated herein by reference. The Terms and Conditions for Purchases/Subscriptions include separate provisions regarding warranty disclaimers and liability limitations.

Our Intellectual Property

Banchan365 and our associated logos and names are our trademarks and/or service marks. Other trademarks, service marks, names, and logos used on or through the Website, such as trademarks, service marks, names, or logos associated with third party organizations, are the trademarks, service marks, or logos of their respective owners. You are granted no right or license with respect to any of the foregoing trademarks, service marks, or logos.

Certain materials available on or through the Website are our Works (i.e., Content we own, authored, created, purchased, or licensed). Our Works may be protected by copyright, trademark, patent, trade secret, and/or other laws, and we reserve and retain all rights in our Works and the Website. You may print off one copy of and may download extracts of any pages from our Website for your personal reference. You must not use any part of our copyright materials for commercial purposes without first obtaining a license to do so from us and our licensors.

Prohibited Conduct/Representations and Warranties

You represent and warrant that you will not use the Website to:

• Violate any law (including without limitation laws related to torts, contracts, export controls, patents, trademarks, copyrights, obscenity, rights of publicity, or other rights) or encourage or provide instructions to another to do so;
• Act in a manner that negatively affects other users’ ability to use the Website, including without limitation by engaging in conduct that is harmful, hateful, threatening, abusive, inflammatory, intimidating, violent or encouraging of violence, harassing, invasive of another’s privacy, or racially, ethnically, or otherwise objectionable;
• Post or otherwise submit to us any User Content that we determine in our sole discretion is: (i) unlawful, harmful, harassing, fraudulent, threatening, intimidating, violent, encouraging of violence, abusive, libelous, defamatory, vulgar, obscene, hateful, or racially, ethnically or otherwise discriminatory; (ii) is derogatory or harmful to Banchan365’s reputation; (iii) is harmful to children in any manner; and/or (iv) seeks to or discriminates against any individual based on race, gender, national origin, sexual preference, physical or mental handicap or on any other basis.
• Post or otherwise submit to us any User Content containing unsolicited or unauthorized advertising, promotional materials, spam, junk mail, chain letters, pyramid schemes, or any other form of unauthorized solicitation;
• Post or otherwise submit to us any User Content containing copyrighted materials, or materials protected by other intellectual property laws, that you do not own;
• Post or otherwise submit to us any User Content for which you have not obtained all necessary written permissions and releases;
• Exceed your authorized access to any portion of the Website;
• Collect or store personal data about anyone;
• Obtain or attempt to access or otherwise obtain any Content or information through any means not intentionally made available or provided for through the Website;
• Interfere or attempt to interfere with the proper working of the Website or any activities conducted on the Website, or bypass any measures we may use to prevent or restrict access to the Website.

Indemnification

You will indemnify and hold us harmless from any and all third party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses), relating to or arising under or out of the relationship between you and us described in these Terms and Conditions, including any breach of the representations and warranties contained herein. You hereby agree that we have the sole right and obligation to control the legal defense against any such claims, demands, or litigation, including the right to select counsel of our choice and to compromise or settle any such claims, demands, or litigation.

Notice For California Users

Under California Civil Code Section § 1789.3, users of the Website from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

Limitation of Liability

TO THE EXTENT ALLOWED BY LAW, WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF THE FOLLOWING:

• DELAYING, REJECTING, OR REMOVING ANY OR ALL CONTENT AT ANY TIME FOR ANY OR NO REASON WHATSOEVER WITH OR WITHOUT NOTICE TO YOU;
• MODIFYING OR DISCONTINUING TEMPORARILY OR PERMANENTLY, THE WEBSITE (OR ANY PART THEREOF) WITH OR WITHOUT NOTICE TO YOU FOR ANY OR NO REASON WHATSOEVER;
• IMMEDIATELY TERMINATING YOUR ACCESS TO THE WEBSITE FOR ANY OR NO REASON WHATSOEVER AND WITH OR WITHOUT NOTICE TO YOU;
• THE ACCURACY, USEFULNESS, OR AVAILABILITY OF ANY INFORMATION POSTED TO OR THROUGH THE WEBSITE; OR
• ANY LOSS OR DAMAGE OF ANY SORT INCURRED BY YOU AS A RESULT OF INTERACTIONS YOU HAVE WITH THIRD-PARTIES FOUND ON OR THROUGH THE WEBSITE.

 

Dispute Resolution; Limit on Time to Bring Claim; Arbitration of Claims; Class Action Waiver

ANY CLAIM OR CAUSE OF ACTION RELATING TO, ARISING UNDER OR OUT OF YOUR USE OF THE WEBSITE, INCLUDING ANY SALES MADE THROUGH THIS WEBSITE, MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

Both you and Banchan365 agree, with the limited exceptions noted below, to resolve all disputes between you and Banchan365 through BINDING ARBITRATION as further provided below. ARBITRATION MEANS THAT YOU AND THE COMPANY ARE EACH WAIVING THE RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION.

Any dispute submitted to arbitration under these Terms and Conditions will be governed by the laws of your home state of residence without respect to its choice (or conflict) of laws rules.

Jurisdiction and venue for any dispute will be in Los Angeles, California. Each party submits to personal jurisdiction and venue in that forum for any and all purposes. If this paragraph would render any other paragraph or provision of these Terms and Conditions unenforceable, then jurisdiction and venue will instead be in your home county of residence.

The arbitration will take place in Los Angeles, California, in accordance with the Consumer Arbitration Rules of the American Arbitration Association. Those rules are available at: http://www.adr.org.

Termination of Service

You agree that Banchan365 may, without prior notice, immediately terminate, limit your access to, or suspend your account based on any of the following: (a) breach or violation of these Terms and Conditions; (b) upon request by law enforcement; (c) unforeseeable technical or security issues or problems; (d) extended periods of inactivity; or (e) fraudulent, deceptive, or illegal activity, or other activity which Banchan365 believes is harmful to this Website or its business interests. You agree that termination, limitation of access and/or suspension will be made in Banchan365’s sole discretion and that Banchan365 shall not be liable to you or any third party for the termination, limitation of access, and/or suspension of your account.

Upon termination you will no longer have a right to access your account or your User Content. We will not have any obligation to assist you in migrating your data or your User Content and we may not keep any back up of any of your User Content. We will not be responsible for deleting your User Content.

Miscellaneous

These Terms and Conditions constitute the entire agreement between you and Banchan365, and govern your use of the Website and purchases and subscriptions made thereon.

These Terms and Conditions supersede any prior agreements between you and us with respect to the Website and purchases made thereon.

We each acknowledge that, in entering into these Terms and Conditions, neither of us relies on any representation or warranty (whether made innocently or negligently) that is not set out in these terms and conditions or the documents referred to in them.

These Terms and Conditions and the rights, benefits and obligations contained herein are fully assignable by us and will be binding upon and inure to the benefit of our successors and assigns.

No party, nor any of the parties' respective attorneys, will be deemed the drafter of these Terms and Conditions for purposes of interpreting any provision hereof in any judicial or other proceeding that may arise between the parties.

Any failure by us to exercise or enforce any right or provision of these Terms and Conditions will not constitute a waiver of such right or provision. Any waiver of any right or provision of these Terms and Conditions must be in writing.

If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the court should nevertheless endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms and Conditions remain in full force and effect.

The headings in these Terms and Conditions are for convenience only and have no legal or contractual effect.

Unless otherwise expressly stated herein, the laws of the United States of America and the laws of the State of California, without regard to the principles of conflicts of laws, will govern these Terms and Conditions, your use of the Website, and all matters relating to your access to, and/or use of, the Website, including all disputes between you and us. You also agree that the Website will be deemed solely based in California.

 

Terms and Conditions for Purchases

Risk and Title

Once the Products are delivered to you, ownership and the risk of loss passes to you. Following delivery, you, and not Banchan365, are solely responsible for the proper and safe washing, preparation, storage and cooking of the Products. By ordering any of our Products, you agree to use our Products at your own risk.

Price and Payment

The prices for our Products and delivery, if any, will be as quoted on this Website from time to time, except in cases of obvious error. Applicable sales taxes  be included at checkout. Our prices may change from time to time, but changes will apply only to orders that are confirmed after the changes are stated on our Website.

Although we make reasonable efforts to provide accurate pricing information and Product descriptions, pricing mistakes, typographical errors or mistakes regarding Product availability may occur. We reserve the right to correct such mistakes and errors. We cannot guarantee that information displayed on the Website is 100% accurate. If a Product is listed at an incorrect price or a Product description is inaccurate, we have the right, in our sole discretion, to reject any order or to cancel any orders placed for that Product. In those circumstances, if your credit card has already been charged, we will issue a credit to your credit card within a commercially reasonable amount of time.

Order Limitations

We reserve the right to limit, in our sole discretion, the quantities of any product that may be purchased on a per person or per order basis.

Our Refund Policy

After you accept delivery of a Product from us, if you are not 100% satisfied with the Product (because it is defective or otherwise), you may request a Banchan365 credit redeemable through your account for the future purchase of a Product of equal value thereto (a “Credit”) or a refund therefor within seven days of delivery by sending an email to info@banchan365.com. If part of a Product is defective, we reserve the right to decide in our discretion whether we will provide you with (A) a Credit or a refund in an amount equal to the value of the defective portion(s) or (B) a Credit or a full refund in an amount equal to the full value of the Product. The full refund option does not apply to orders larger than $100 and we reserve the right to reject requests deemed to be fraudulent.

We usually provide refunds using the same method that you used to pay for your purchase.

Limited Product Warranty; Product Disclaimers And Liability Limitation

We warrant to you that any Product purchased from us through this Website will, on delivery, conform with its description, be of satisfactory quality, and be reasonably fit for all the purposes for which products of that kind are commonly supplied. If you feel that we have not met the warranty in the previous sentence, you may request a refund pursuant to our refund policy, as outlined above.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF THE PRODUCTS OR THIS WEBSITE WILL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS. THIS WILL CONSTITUTE OUR SOLE LIABILITY, IF ANY, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY.

Events Outside Our Control

We will not be liable or responsible for any failure to perform or for any delay in performance of any of our obligations under an order that is caused by events outside our reasonable control (“Force Majeure Event”).

A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

• Strikes, lock-outs or other industrial action;
• Civil commotion, riot, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
• Fire, explosion, storm, flood, earthquake, epidemic or other natural disaster;
• Impossibility of the use of public or private telecommunications networks; and
• The acts, decrees, legislation, regulations or restrictions of any government.

Our performance under any order is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable efforts to bring the Force Majeure Event to a close or to find a solution by which our obligations under the order may be performed despite the Force Majeure Event.

 

Food Safety Considerations

You are responsible for the safe handling of all Products made available through Banchan365's websites, mobile applications or blogs and other media (“Banchan365 media”) upon delivery. We recommend immediately inspecting all Products you receive from us for any damage or other issues, and to determine freshness upon delivery. Banchan365 packs all shipping containers with insulated liners and gel packs in an effort to ensure Products are kept in a refrigerated, cold environment during transit, but cannot guarantee that handling during delivery may not shift Product or damage the shipping container or its contents. Therefore, upon receiving your Banchan365 box, you should always promptly inspect your delivery to confirm that the meal ingredients arrive in a cool, refrigerated condition, and the shipping container and its contents are not otherwise visibly damaged.

 

To maintain the quality and safety of the Products, we also recommend that you immediately, upon delivery, refrigerate all perishable Products upon delivery and follow all U.S. Department of Agriculture’s (“USDA”) guidelines on food safety for refrigerated/frozen storage and safe food handling. We also recommend that you wash all fresh produce under running water prior to using. Failure to follow safe food handling practices and temperature recommendations may increase the risk of foodborne illness. In addition, pregnant women, young children, the elderly and individuals with compromised immune systems should follow the U.S. Food and Drug Administration’s recommendations on food consumption for at-risk groups.

All Banchan365 production facilities actively store, portion, and distribute ingredients that contain all eight (8) major food allergens as determined by the U.S. Food and Drug Administration (“FDA”) (milk, wheat, egg, soy, fish, shellfish, peanuts and tree nuts). While Banchan365 takes precautions to reduce the risk of cross-contamination between ingredients and food products, cross-contamination may unintentionally occur during production and transit which may cause meals or other Products offered in connection with the Banchan365 service to contain some or all of those allergens. Wheat, soybean, eggs, fish, shellfish, and milk are allergens that are commonly found in many ingredients, especially some of the sauces that may be used in the Banchan365 recipes (Soy sauce, Fish sauce, Oyster sauce, etc.). If you suspect that you have an allergic reaction or other adverse health event, immediately contact your health care provider. In addition, due to the variable nature of ingredient availability, nutritional information provided by Banchan365 may differ from the nutritional information published.