COOKD AI INC.

TERMS OF SERVICE

Last Updated: July 9, 2026

1. Description of Our Service

Welcome to Cook’d Academy, an AI-enabled career coaching and career-preparation service operated by Cookd AI Inc., a Delaware corporation. Cook’d Academy is made available through websites located at www.cookd.ai or www.cookd.com, and through related platforms, tools, services, and applications operated by Cookd AI Inc. Through Cook’d Academy, we provide career-preparation bootcamps, AI-enabled learning tools, interview-preparation resources, practice materials, career coaching support, and related career-development services designed to help users prepare for recruiting, interviews, networking, and employment opportunities in finance, consulting, and other professional industries.

2. General

2.1. These Terms of Service (the “Terms,” and any specific term or condition that is part of the Terms, a “Term”) constitute an agreement entered into by and between you (“you,” “your,” and, when applicable, “User”) and Cookd AI Inc., a Delaware corporation doing business through its Cook’d Academy brand and platform (“Cook’d AI,” “Cook’d Academy,” “we,” “our,” or “us”). For clarity, Cookd AI Inc. is the legal entity that owns, operates, and provides Cook’d Academy. These Terms, together with any other terms and conditions incorporated by reference (“Additional Terms”), govern your access to and use of Cook’d Academy, the Website, and all other platforms, mobile sites, services, tools, and mobile device applications where these Terms appear or are linked to (collectively, the “Platform”).

2.2. Unless and solely to the extent these Terms expressly state otherwise, these Terms apply to (i) all functionality, features, products, programs, and services made available through the Platform (collectively, the “Services”), including without limitation Cook’d Academy Bootcamps, AI-enabled courses, practice question banks, mock interviews, resume review tools, application tracking tools, market updates, AI Mentor support, human-provided coaching, consultation, networking support, recruiting strategy support, and other career-preparation or career-development services, (ii) all information, materials, software, text, displays, images, video, audio, templates, reports, practice questions, feedback, educational materials, AI-generated outputs, coaching-related materials, and other content made available through or generated by the Platform or Services, and all Intellectual Property Rights therein and thereto (“Cook’d AI Content”), and (iii) your Purchase of any Bootcamp, Credits, Value-Added Service, other Services, Cook’d AI Content, or any other transaction you may conduct on or through the Platform.

3. PLEASE READ CAREFULLY

These Terms contain very important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that might apply to you.

3.1. By creating an Account (defined below), by clicking to accept to these Terms when that option is made available to you on the Platform, or by otherwise accessing or using the Platform, any Services, or any Cook’d AI Content in any way (whether you have created an Account with us or not), you accept and agree to be bound and abide by these Terms, including without limitation Cook’d AI’s Privacy Policy.

3.2. You may not use this Platform, any Services, or any Cook’d AI Content if:

You do not agree to all of these Terms;
You are not at least 18 years of age; or
You are prohibited from accessing or using this Platform, any Services, or any Cook’d AI Content by applicable law.

3.3. In addition, please note that these Terms contain an arbitration provision (set forth in Section 22). Except for certain types of disputes mentioned in the arbitration clause, you and Cook’d AI agree that any disputes, issues, claims, or controversies of any kind arising from, relating to or connected with these Terms, the Platform, any Services, any Cook’d AI Content, any User Content (defined below) any Purchases (defined below) or other transactions occurring on or through the Platform, or any other matters, issues or controversies otherwise arising from, relating to or connected with any other dealings you have or had with us in connection with anything previously listed will be resolved by mandatory binding arbitration, and you waive any right to participate in a class-action lawsuit or class-wide arbitration (collectively, “Cook’d AI Matters”).

4. Privacy

Your privacy is incredibly important to Cook’d AI, and Cook’d AI is committed to protecting it. Our Privacy Policy (the “Privacy Policy”) governs our use of any personal information collected on or in connection with your access or use of the Platform or any Services. Please see the Privacy Policy here. By accessing and using the Platform, any Services, or any Cook’d AI Content, and by providing us with any User Content (defined below), you consent to all actions taken by Cook’d AI concerning your personal information when done in compliance with the Privacy Policy.

5. Users

5.1. The Platform is open to the public, but the ability to use certain Services, including Bootcamps, AI-enabled career-preparation tools, coaching-related services, Credits, Value-Added Services, and other paid or account-restricted features, is available only to an individual who registers with Cook’d AI, creates a user account on the Platform (an “Account”), and agrees to these Terms and the Privacy Policy at the time such Account is created (such an individual, a “User”). As long as you remain a User and your Account remains active and in good standing, you may have:

5.1.1. the ability to access your Account, make Purchases, and use the Services and Cook’d AI Content available to you through the Platform, except to the extent we may prohibit such activities in accordance with these Terms; and

5.1.2. access through your Account to certain Cook’d AI Content made available to you by Cook’d AI as a result of your Purchase or use of Services, such as Bootcamp materials, practice materials, feedback, reports, AI-generated outputs, learning resources, or other content, for so long as such content remains available to you under these Terms and the applicable product description.

6. Accounts

6.1. Account Required to Use any Services. You will need to create and maintain an active Account to use any Services or any Cook’d AI Content stored in your Account, to make any Purchases or to enter into any other transactions on or through the Platform or to access and/or use any portions of the Platform, any Services, or any Cook’d AI Content that is restricted to Users only.

6.2. Setting Up An Account. To create an Account with Cook’d AI, you must be an individual registering an Account for yourself, not for any other individual or legal entity to use. You must also be at least 18 years old or the age of majority, if older, in the country in which you are located or ordinarily reside.

6.3. Maintaining and Updating Account Data. To the extent you have provided any information in order to create or maintain an Account, you represent and warrant that all such information (“Account Data”) is true, accurate, current, and complete. You agree to immediately (i) correct and/or update any Account Data that is no longer true, accurate, current and complete and (ii) provide any additional Account Data (must be true, accurate, current and complete) that Cook’d AI may, in our sole discretion, require you to provide as a condition of maintaining an Account with us. If you provide any Account Data that is, or becomes untrue, inaccurate, not current, or incomplete, Cook’d AI has the right to immediately suspend or terminate your Account and refuse any and all current or future use of the Platform, any Services, any Cook’d AI Content, or any portion thereof.

6.4. Account Security Matters. You will create or receive a password and an Account designation (for example, a username) in connection with creating an Account on the Platform. You are solely responsible for maintaining the confidentiality of the password and Account designation and the security of your Account. You agree to (a) immediately notify Cook’d AI in writing of any unauthorized use of your password or your Account or any other breach of security of your Account or any part of the Platform of which you are aware or strongly suspect, and (b) ensure that you exit (sign out) from your Account at the end of each session of using the Platform.

6.5. Account Required to Make Purchases. Only Users with an active Account may make any Purchase (defined below) or enter into any other transaction on or through the Platform.

6.6. Payment Card. To make Purchases, you must provide a valid credit card, debit card, or other electronic payment method that Cook’d AI indicates is accepted on the Platform (collectively, “Payment Card”). Cook’d AI may accept, decline, or revoke acceptance of any Payment Card in its sole discretion. You must provide current, complete, and accurate Payment Card information in connection with any Purchase and promptly update such information if necessary for any pending transaction, refund, chargeback, dispute, tax, fee, or other payment-related matter. Failure to provide a valid Payment Card may result in your inability to complete a Purchase. Cook’d AI reserves the right to accept or decline certain forms of payment, including “pre-paid” or “reloadable” Payment Cards.

7. Purchases and Payments

7.1. Payment terms are determined by us in our sole discretion. Unless we expressly agree otherwise in advance in writing, Cook’d AI must have confirmed receipt of full payment of all amounts required to purchase any Bootcamp, Credits, Value-Added Service, Services, Cook’d AI Content, or other goods or products we may make available for sale (collectively, a “Purchase”) before we confirm that Purchase and provide such items to you.

7.2. In addition to amounts that Cook’d AI may charge, you agree you are solely responsible for and will pay when demanded by Cook’d AI, a Payment Card Company (defined below), or a Payment Processor (defined below) all applicable taxes (except taxes on Cook’d AI’s own income) and any Payment Card-related charges, fees, and other costs when such are incurred, that result from you or anyone else using your Account (whether you are aware of and/or consent to that or not), including in connection with any Purchase or other transactions made on or through the Platform.

7.3. By using a Payment Card (including by providing us with any Payment Card related information when you create your Account or for any other purpose), you represent and warrant that (i) all Payment Card information you supply or keep on file (i.e., through your Account) with us or any Payment Processor (defined below) is true, accurate, correct, and complete, (ii) you are duly authorized to use such Payment Card for any such Purchase or other transaction that requires use of a Payment Card, (iii) all charges incurred by you will be honored by the applicable Payment Card issuer or provider (“Payment Card Company”), (iv) you will pay all charges incurred by you at the prices we have specified (including all applicable taxes and other amounts (if any)), and (v) you have the full right and authority to make any Purchase or enter into any other transaction on or through the Platform in the manner elected without violating any applicable law, rule, or regulation. As between Cook’d AI and yourself, you will be solely responsible for all fees or charges you may incur in connection with the use of a Payment Card you have provided, whether such use was by you or not, with your knowledge or not, and with your consent or not.

7.4. Notwithstanding any amounts payable to Cook’d AI or any third party through the Platform, Cook’d AI does not itself process payments. Cook’d AI uses a third-party payment processor (a “Payment Processor”) to process payments through the Payment Card linked to your Account or otherwise provided in connection with a Purchase or other transaction. In addition, you authorize any Payment Processor we may use to store your specified Payment Card or payment information as permitted by the Payment Processor’s terms and applicable law. Cook’d AI assumes no liability or responsibility for any payments you make on or through the Platform when such payments are processed by a Payment Processor. Cook’d AI reserves the right to correct any errors or mistakes that a Payment Processor makes, even if it has already requested or received payment. If we, through a Payment Processor, do not receive payment from you for a Purchase, you agree to pay all amounts due in connection with that Purchase upon demand. You authorize us and/or our Payment Processor to attempt repeat charges on your Payment Card if an initial attempt to charge for the applicable Purchase fails. For clarity, unless you separately authorize a new Purchase, this Section does not authorize recurring subscription charges or automatic renewal charges.

7.5. Currently, we use Stripe, Inc. and its affiliates (“Stripe”), a third-party payment processor business, as our Payment Processor. By using the Platform or any of the Services, or by using a Payment Card to make a Purchase, you agree that all payments will be processed through Stripe’s payment platform and will be subject to Stripe’s Payment Terms and Privacy Notice (collectively, the “Stripe Terms”), including as such may be amended, modified, restated, and/or superseded from time to time. Your payment information will be securely processed and stored by Stripe, and your use of Stripe’s payment service is subject to the Stripe Terms, which can be found at https://stripe.com/legal/ssa. You agree to pay all fees and charges incurred for Purchases and other transactions processed through Stripe. We reserve the right to suspend or terminate services by Stripe, as our Payment Processor, where required by Stripe’s policies or applicable law. If you have any questions about any Stripe Terms, please contact Stripe for more information.

7.6. We may choose not to process or accept any Purchase you attempt to complete through the Platform at our sole discretion.

7.7. Should Cook’d AI not receive any amount required for a Purchase when due, your Purchase may be canceled.

7.8. Except if and solely to the extent these Terms (including any Additional Terms) state otherwise, all payments for any Purchases you make and other transactions you enter into via the Platform are nonrefundable unless otherwise required by applicable law.

7.9. All descriptions, images, references, features, content, specifications, and prices for any Services or Cook’d AI Content made available for Purchase through the Platform are subject to change at any time without notice. Certain descriptions may be approximate and, in such cases, are provided for convenience purposes only. The listing of any particular Services or Cook’d AI Content on the Platform does not imply or warrant that such Services or Cook’d AI Content will be available for Purchase. It is your responsibility to ascertain and obey all applicable local, state, federal, and international laws (including minimum age requirements) in regard to the receipt, possession, use, and Purchase of any Services or Cook’d AI Content you obtain through a Purchase. By making any Purchase, you represent that the Services and Cook’d AI Content purchased will be used only in a lawful manner. Cook’d AI reserves the right, with or without prior notice, to do any one or more of the following: (i) limit the available quantity of or discontinue any particular Service or Cook’d AI Content; (ii) impose conditions on the honoring of any coupon, coupon code, promotional code, or other similar promotion that might otherwise be available to you; (iii) bar you from making or completing any or all Purchase(s) or other transactions occurring on or through the Platform; and (iv) refuse to provide you with some or all Services or Cook’d AI Content.

Notwithstanding the foregoing, if Cook’d AI discontinues or materially reduces access to a purchased Bootcamp during its Access Period, or discontinues a Value-Added Service for which you hold unused, unexpired Credits, the remedies described in Sections 8.9 and 9.12 will apply to the extent expressly stated therein.

8. Cook’d Academy Bootcamps

8.1. Bootcamp. Cook’d AI offers paid career-preparation bootcamp packages through Cook’d Academy and the Platform (each, a “Bootcamp”). Each Bootcamp is a fixed-term, track-based AI-enabled career coaching and career-preparation package, such as “Hong Kong IBD 30-Day Offer Bootcamp.” The name, content, price, access period, applicable features, included services, and any included coaching, consultation, live session, community, review, or human-provided services for each Bootcamp will be displayed on the Platform at the time of purchase, in the order confirmation, or in the applicable product description. A Bootcamp is a one-time purchase. It is not a subscription and does not automatically renew.

8.2. Purchase and Access Period. After purchasing a Bootcamp, you will receive access to that Bootcamp from the date of purchase until the expiration of the access period specified for that Bootcamp on the Platform at the time of purchase, in the order confirmation, or in the applicable product description (the “Access Period”). After the Access Period expires, your access to that Bootcamp and its related features will end. The Access Period will not automatically renew or extend unless expressly stated by Cook’d AI or required by applicable law. Certain live sessions, coaching sessions, consultation services, review services, community features, or other time-limited benefits included in a Bootcamp may be available only during a scheduled instructional period, cohort period, booking window, or other period stated on the Platform or in the applicable product description, even if the Access Period for online content, tools, or materials is longer.

8.3. Access to Features Requires Purchase of a Bootcamp. The features, content, tools, and services available through the Platform, including without limitation AI-enabled courses, practice question banks, chapter-based progress modules, mock interviews, interview-preparation questions, historical or practice interview-style questions, resume review tools, application tracking tools, market updates, AI Mentor support, coaching-related content, career-preparation materials, human consultation services, networking guidance, recruiting strategy support, and other related career coaching or career-preparation services, are available only if you have purchased the applicable Bootcamp and only during the applicable Access Period or other applicable service period stated on the Platform or in the applicable product description.

8.4. No Free Access to Bootcamp Features. Unless Cook’d AI expressly states otherwise on the Platform, Cook’d AI does not provide free access to the Bootcamp features described above. You acknowledge and agree that if you have not purchased the applicable Bootcamp, or if the applicable Access Period has expired, you will not be able to access those Bootcamp features.

8.5. Continued Access After Completion of the Bootcamp. Unless otherwise stated on the Platform, after the scheduled instructional period or structured learning period of a Bootcamp ends, your access to the online features, content, and tools associated with that Bootcamp will continue until the expiration of the applicable Access Period. For clarity, unless expressly stated by Cook’d AI, any live sessions, human-provided services, coaching sessions, consultation services, group activities, office hours, community access, review services, networking support, or other time-limited benefits are available only during the applicable scheduled period, cohort period, booking window, or other period stated on the Platform or in the applicable product description, and are not guaranteed to continue after that period ends. Any unused live sessions, coaching sessions, consultation services, review services, or other time-limited benefits may expire if not used or booked within the applicable period. After the Access Period expires, all related benefits will expire and may not be exchanged, extended, restored, or reactivated through Credits or any other method, except as required by applicable law.

8.6. One-Time Payment. Bootcamp fees are charged as a one-time payment. You authorize Cook’d AI and/or its Payment Processor to charge your Payment Card for the price displayed on the Platform at the time of purchase, plus any applicable taxes, fees, and charges. Because Bootcamps do not involve subscriptions or automatic renewals, there will be no recurring renewal charges for a Bootcamp.

8.7. No Refunds; No Proration. Bootcamp fees are non-refundable and non-prorated, except as required by applicable law. Your failure to use all or any portion of the Bootcamp features during the Access Period, or your decision to stop using the Bootcamp before the end of the Access Period, will not entitle you to any refund, credit, exchange, extension, or prorated refund.

8.8. Changes to Bootcamps. Cook’d AI may modify Bootcamp pricing, content, features, benefits, eligibility requirements, or availability from time to time. Any such changes will apply prospectively only, meaning they will apply to purchases made after the effective date of the change. Such changes will not retroactively affect any Bootcamp you have already purchased and that remains within its Access Period, except as otherwise required by applicable law or expressly stated by Cook’d AI.

8.9. Service Availability. Cook’d AI does not guarantee the continued availability of any particular Bootcamp, track, feature, tool, content item, live session, human-provided service, or related benefit. If Cook’d AI discontinues or materially reduces access to a Bootcamp you purchased during its Access Period, Cook’d AI may, where feasible, provide access to a substantially similar replacement Bootcamp or substantially similar replacement features. If no feasible replacement is available, Cook’d AI may, in its sole discretion or as required by applicable law, either (a) extend the Access Period for the affected Bootcamp, or (b) provide a prorated refund or credit.

8.10. Statutory Rights. Nothing in this Section 8 limits any non-waivable rights you may have under applicable consumer protection laws. If applicable law requires Cook’d AI to provide a refund, cancellation right, extension, or other remedy, Cook’d AI will comply with such legal obligation.

9. Credits

9.1. Credits. “Credits” means units of account made available by Cook’d AI that may be used to redeem certain paid add-on services through the Platform that are outside the standard features included in a Bootcamp, such as human-provided career coaching, networking consultation, resume review, mock interview support, recruiting strategy consultation, or other premium career-preparation services designated by Cook’d AI from time to time (each, a “Value-Added Service”). The specific Value-Added Services that require Credits, and the number of Credits required for each Value-Added Service, will be displayed on the Platform at the time of purchase or redemption. Credits have no cash value and may be used only as described in these Terms and as specified on the Platform.

9.2. Separate Purchase. Credits are separate purchase items and are not included in the price of any Bootcamp unless expressly stated on the Platform, in the applicable product description, or in the applicable promotional terms. Standard features included in a Bootcamp may be used during the applicable Access Period without using Credits, unless otherwise expressly stated by Cook’d AI.

9.3. Variable Pricing and Credit Requirements. The number of Credits required to redeem a Value-Added Service, and the price of Credits themselves, may vary based on the type of service, service parameters, provider availability, timing, promotional terms, or other factors. The applicable price and Credit requirement will be displayed on the Platform at the time of purchase or redemption. Cook’d AI reserves the right to adjust Credit pricing and Credit redemption requirements on a prospective basis at any time. Any such adjustment will not retroactively affect Credits you have already purchased or Credits that have already been redeemed.

9.4. Credit Pricing. Cook’d AI may change the price of Credits at any time. Price changes will apply only to Credits purchased after the effective date of the price change. Credits you purchased before the effective date of a price change will not be affected by that price change.

9.5. Redemption and Consumption of Credits. Credits may be redeemed only through the Platform for eligible Value-Added Services. When you choose to start, initiate, book, confirm, or otherwise redeem a Value-Added Service, including by clicking “Start,” “Book,” “Confirm,” or any equivalent action on the Platform, the applicable Credits will be redeemed and consumed. Once redeemed, the applicable Credits will be deemed fully used and consumed, will not be refundable, and will not be returned to your Credit balance, except as required by applicable law or expressly stated by Cook’d AI.

9.6. Human-Provided Services; Cancellations; No-Shows. Certain Value-Added Services may be provided by human coaches, mentors, consultants, advisors, or other service providers and may require scheduling. Any cancellation, rescheduling, lateness, no-show, minimum attendance, or service-duration rules applicable to such Value-Added Services will be displayed on the Platform or otherwise communicated at the time of booking or redemption. Unless otherwise stated by Cook’d AI, if you confirm a scheduled Value-Added Service and then cancel late, fail to attend, arrive late, or fail to satisfy the applicable participation requirements, Cook’d AI may treat the Value-Added Service as redeemed and the applicable Credits as fully consumed.

9.7. Account-Specific; Non-Transferable. Credits are tied to your individual Account and are non-transferable. You may not transfer, sell, gift, assign, share, trade, sublicense, or otherwise dispose of Credits to any other person or to any other User account.

9.8. Expiration. Credits will expire on the expiration date or at the end of the validity period stated on the Platform at the time of purchase, in the applicable product description, in the order confirmation, or in any applicable promotional terms, unless a different period is required by applicable law. The expiration period for Credits applies independently of the Access Period for any Bootcamp, unless Cook’d AI expressly states otherwise. Any unused Credits that expire will be automatically removed from your Account and cannot be restored, refunded, exchanged, or redeemed, except as required by applicable law. If no expiration date or validity period is stated at the time of purchase, the applicable Credits will expire at the end of the default validity period, if any, specified on the Platform or in the applicable product terms. If applicable law prohibits or restricts expiration of certain Credits, or requires a longer expiration period, cash redemption, refund, replacement, or other treatment, the expiration period and treatment of those Credits will be modified to the extent required by applicable law. Promotional Credits may be subject to shorter expiration periods or additional restrictions where permitted by applicable law.

9.9. Account or Agreement Termination. If your Account is terminated or your access to the Platform is suspended or terminated due to your violation of these Terms, fraud, misuse, unlawful conduct, chargeback abuse, or other misconduct, all unused Credits in your Account may immediately expire and will not be refunded or available for use, except as required by applicable law. If your Account is closed at your request or terminated by Cook’d AI for reasons other than your violation of these Terms, any unused, unexpired Credits will be handled in accordance with these Terms, the applicable product description, and applicable law.

9.10. Promotional Credits. Cook’d AI may from time to time offer free, discounted, bonus, promotional, or complimentary Credits (“Promotional Credits”). Promotional Credits may be subject to additional terms, including shorter expiration periods, eligible-use restrictions, limited redemption windows, service-specific limitations, or other restrictions communicated at the time they are issued. Promotional Credits have no cash value and are not refundable.

9.11. No Refunds. Except as required by applicable law, all Credit purchases are final and non-refundable. Once purchased, Credits may not be returned, refunded, exchanged for cash, converted into any other consideration, or applied as a credit against any other purchase, unless expressly stated by Cook’d AI.

9.12. Service Availability. Cook’d AI does not guarantee the continued availability of any particular Value-Added Service. If Cook’d AI discontinues a Value-Added Service for which you hold unused, unexpired Credits, Cook’d AI may, where feasible, provide a substantially similar replacement service. If no feasible replacement is available, Cook’d AI may, in its sole discretion or as required by applicable law, either (a) extend the expiration date of the affected Credits, or (b) provide a prorated refund or credit.

9.13. Technical Failures. If Credits are deducted from your Account due to a technical error or system malfunction and the corresponding Value-Added Service is not successfully delivered or made available, Cook’d AI will, after the error is identified and verified, either restore the affected Credits to your Account or provide access to the corresponding Value-Added Service.

9.14. Statutory Rights. Nothing in this Section 9 limits any non-waivable rights you may have under applicable consumer protection laws. If you are entitled to a refund, cancellation right, extension, or other remedy under applicable law, including laws governing unfair commercial practices or consumer rights, Cook’d AI will comply with such legal obligation.

9.15. Balance Inquiries. You may view your current Credit balance and applicable expiration dates by logging into your Account on the Platform. You are responsible for monitoring your Credit balance, expiration dates, and redemption history.

9.16. No Interest, Dividends, or Stored Value. Credits do not constitute stored value, electronic money, prepaid access, a deposit account, a bank account, a gift card, a gift certificate, a security, or any ownership interest in Cook’d AI. Credits do not accrue interest, dividends, or any other return.

9.17. Changes to the Credit System. Cook’d AI reserves the right, in its sole discretion, to modify, suspend, or discontinue the Credit system at any time. If Cook’d AI discontinues the Credit system entirely, Cook’d AI will, in its sole discretion or as required by applicable law, do one or more of the following: (a) honor existing unused Credits until their expiration date, if any; (b) allow you to use existing unused Credits during a reasonable transition period; or (c) provide a prorated refund or credit for unused Credits.

10. Intellectual Property Matters

10.1. The Platform, all Services, and all Cook’d AI Content, and all Intellectual Property Rights (defined below) therein and thereto are owned by us, our licensors, or other providers of such materials and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. For the avoidance of doubt, “Cook’d AI Content” includes any and all Bootcamp materials, course materials, practice questions, mock interview content, feedback, reports, templates, market updates, written guidance, AI-generated outputs, coaching-related materials, videos, audio, text, graphics, software, tools, workflows, and other materials made available through or generated by the Platform or Services. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, and service mark rights, goodwill, trade secret rights, know-how, database rights, and other intellectual property or proprietary rights as may now exist or hereafter come into existence, and all applications, registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.

10.2. Cook’d AI’s trademarks, service marks, and logos, whether or not registered with, or submitted for registration to, the USPTO or any other US or foreign governmental agency (“Cook’d AI Trademarks”), that are used and displayed in connection with the Platform, the Services, and the Cook’d AI Content are registered and unregistered trademarks and service marks of Cook’d AI. Other business, company, product, and service names located on the Platform or otherwise used in connection with the Platform, the Services, or the Cook’d AI Content may be trademarks or service marks owned by third parties (collectively with the Cook’d AI Trademarks, the “Trademarks”). Nothing on or made available to you on or through the Platform or in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Platform or otherwise used in connection with the Platform, any Services, or any Cook’d AI Content, without our express prior written consent specific for each such use. The Trademarks may not be used to disparage us or any third party, the Platform, any Services, or any Cook’d AI Content, any third party’s business, products, goods, or services, or in any manner that we think may damage any goodwill in any Trademarks. All goodwill generated from the use of any Cook’d AI Trademark will inure to our benefit.

10.3. Except and solely to the extent expressly stated elsewhere in these Terms, you have no right, title, or interest in or to the Platform, the Services, or the Cook’d AI Content (other than any User Content that you provide), and all rights not expressly granted herein are reserved by us or our licensors. Neither the Platform, nor any Services, Trademarks, other Cook’d AI Content, or any portion thereof (other than any User Content you may provide so long as it is in the form you provided it in) may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without our prior written permission in each instance; provided, however, that so long as you remain a User in good standing with us, then subject to these Terms, you are hereby granted a limited license to access and use the Platform, the Services, and the Cook’d AI Content in accordance with these Terms, and to download or print a copy of any reports, feedback, learning materials, templates, or other Cook’d AI Content that Cook’d AI expressly makes available for download or printing through the Platform, in each case, solely for your personal, non-commercial use, provided that you keep all copyright, trademark, and other proprietary notices intact in, on, and otherwise provided in connection with your access, use, downloading, or printing, as applicable, of the Platform, any Services, or any Cook’d AI Content. You may not upload or republish any Cook’d AI Content on the Internet, any intranet or extranet site, or incorporate the information constituting, incorporated into, or derived from any Cook’d AI Content into any other database or compilation, and any other use of any Cook’d AI Content is strictly prohibited. Any use of the Services or the Cook’d AI Content other than as specifically authorized herein, without our express prior written permission in each instance, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including copyright and trademark laws, and applicable communications regulations and statutes. This license is revocable by Cook’d AI in our sole discretion at any time without notice and with or without cause.

10.4. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about the Platform, any Services, or any Cook’d AI Content (collectively, “Feedback”) that you provide to us are non-confidential and we will be entitled to the unrestricted use and dissemination of any such Feedback for any purpose, commercial or otherwise, without your acknowledgment or compensation to you.

10.5. Except and solely to the extent in any Cook’d AI Content you have a license or right to use, use of any Trademarks, including as part of a link to or from the Platform or as part of any social media post, is prohibited without our prior written consent.

10.6. Social Media Posts and User Testimonials.

10.6.1. For purposes of this Section, Cook’d AI Trademarks include trademarks, service marks, logos, trade names, and branding associated with Cook’d AI and Cook’d Academy. Subject to your compliance with these Terms, Cook’d AI grants you a limited, non-exclusive, revocable license to use the Cook’d AI Trademarks solely to accurately identify your use of the Platform, the Services, or any portion thereof, in social media posts, testimonials, website references, and similar communications (“User Testimonials”). You may not modify any Cook’d AI Trademarks or use them in any misleading, disparaging, or unlawful manner. Cook’d AI may require the modification or removal of any use of any Cook’d AI Trademarks at any time. This license shall immediately, automatically, and without notice terminate upon termination of your Account or upon expiration or termination of the agreement formed between Cook’d AI and you by these Terms. This license may also be terminated by Cook’d AI, in its sole discretion, at any time by providing notice of the same to you. All goodwill from your use of the Cook’d AI Trademarks shall inure to our benefit.

10.6.2. By posting, publishing, or otherwise communicating any User Testimonials, you grant Cook’d AI a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable, perpetual, and irrevocable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and publicly display such User Testimonials in any media now known or hereafter developed for Cook’d AI's marketing, promotional, advertising, and business purposes, including on the Platform, in any Cook’d AI Content, and in Cook’d AI sales presentations, marketing materials, case studies, social media channels, and promotional campaigns. You represent, warrant, and covenant that you have obtained or shall obtain all necessary rights, consents, and permissions from any individuals or third parties featured or referenced in such User Testimonials, and that the use of such User Testimonials by Cook’d AI as permitted herein does not and will not violate any third-party rights or applicable law, rule, or regulation. You acknowledge that Cook’d AI may use your name and/or applicable social media monikers, aliases, or identifiers in connection with such User Testimonials for attribution purposes. Cook’d AI shall have no obligation to use any User Testimonial and may remove or cease using any User Testimonial at any time in its sole discretion.

11. User Content

11.1. By participating in any Bootcamp, mock interview, coaching session, AI-enabled exercise, consultation, assessment, practice module, networking-related activity, or other Service, or by otherwise submitting any ratings, reviews, information, data, text, photographs, audio clips, audiovisual works, resumes, cover letters, application materials, interview responses, translations, flashcards, notes, messages, or other materials or information in connection with any use of the Services (collectively, “User Content”), you grant Cook’d AI a worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to use, reproduce, copy, adapt, modify, process, display, create derivative works from, and otherwise use such User Content solely as reasonably necessary to operate, provide, maintain, secure, personalize, support, and improve the Platform, the Services, and Cook’d AI Content; to provide feedback, coaching, analysis, reports, AI-generated outputs, or other Service outputs to you; to comply with applicable law; and as otherwise described in our Privacy Policy. For the avoidance of doubt, any use of User Content to train, fine-tune, evaluate, or improve artificial intelligence models or other technologies will be subject to our Privacy Policy and applicable law. You represent and warrant that you own or have secured all legal rights necessary for the User Content provided by you to be used by Cook’d AI as described in these Terms. You understand that, subject to our Privacy Policy, these Terms, and applicable law, Cook’d AI may process and store User Content in connection with providing and improving the Services.

11.2. You will not upload, display, or otherwise provide on or through the Platform or otherwise to Cook’d AI any User Content that: (i) is libelous, defamatory, abusive, threatening, harassing, hateful, offensive, or otherwise violates any law or infringes upon the right of any third party (including copyright, trademark, privacy, publicity, or other personal or proprietary rights); or (ii) in Cook’d AI’s sole judgment, is objectionable, restricts or inhibits any other person from using the Platform, any Services or any Cook’d AI Content, or may expose Cook’d AI or any visitors or other actual or potential users of the Platform to any harm or liability of any kind.

12. Prohibited User Conduct

You may not engage in any Prohibited User Conduct (defined below) except and solely to the extent expressly permitted elsewhere in these Terms or with our express prior written consent in each instance. “Prohibited User Conduct” means any use of the Platform, any Service, any Cook’d AI Content, or any portion thereof, or making any Purchase or entering into any other transaction or through or in connection with the Platform that:

12.1. violates these Terms, any local, state, federal, or international law, rule, or regulation, or any rules of conduct we post concerning the Platform, any Services, or any Cook’d AI Content;

12.2. reveals or attempts to reveal any personal information about another individual, including another person's address, phone number, e-mail address, credit card number, or any information that may be used to track, contact, or impersonate that individual;

12.3. attempts to impersonate any person, or misrepresent your identity or affiliation with any person or organization, or that gives the impression that they emanate from or are endorsed by Cook’d AI or any other person or entity if this is not the case;

12.4. tricks, defrauds, or misleads us, any other Platform visitors or users, or other third parties, or involves you knowingly providing false or inaccurate information to us, any other Platform visitors or users, or other third parties;

12.5. makes improper use of our support services or submits false reports of technical issues, abuse, or misconduct;

12.6. constitutes unauthorized commercial activities, including reselling, sublicensing, redistributing, or commercially exploiting any Services or Cook’d AI Content, attempting to raise money for anyone, or advertising or promoting a product, service, website, pyramid scheme, or other multi-tiered marketing scheme;

12.7. otherwise interferes or is (as we determine in our sole discretion) likely to interfere with the use and enjoyment of the Platform, any Services, or any Cook’d AI Content by any other Platform visitor or user;

12.8. disparages, tarnishes, or otherwise harms, in our opinion, us, the Platform, any Services, or any Cook’d AI Content;

12.9. introduces (whether intentionally or unintentionally) any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful (collectively, “Viruses”);

12.10. copies or adapts the Platform, any Service, any Cook’d AI Content, or any portion thereof, including any Flash, PHP, HTML, JavaScript, or other code used in the Platform, any Service, any Cook’d AI Content, or any portion thereof, or reverse engineers, decompiles, reverse assembles, modifies, or attempts to discover any software (source code or object code) that the Platform, any Service, any Cook’d AI Content, or any portion thereof, creates to generate web pages, or any software, or other products or processes accessible on or through the Platform;

12.11. except as may be the result of standard search engine or Internet browser usage, uses or launches, develops or distributes any automated system, including any spider, robot, cheat utility, scraper or offline reader that accesses the Platform, any Cook’d AI Content or any portion thereof, or uses or launches any unauthorized script or other software;

12.12. involves scraping, copying, downloading, extracting, or using the Platform, any Services, any Cook’d AI Content, or any portion thereof for training, fine-tuning, developing, or improving any artificial intelligence model, machine learning system, dataset, or similar technology, whether collected manually or automatically. For the avoidance of doubt, these Terms expressly prohibit using, accessing, copying, downloading, scraping, or otherwise interacting with the Platform, any Services, any Cook’d AI Content, or any portion thereof in any manner that involves the use of AI technologies or tools for data mining, model training, analysis, content generation, or any other unauthorized purpose;

12.13. covers or obscures any notice, banner, advertisement, or other branding on or in the Platform or any Cook’d AI Content;

12.14. interferes with or circumvents any security feature of the Platform or any feature that restricts or enforces limitations on the use of or access to the Platform, any Services, or any Cook’d AI Content, or any portion thereof;

12.15. constitutes any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform or on Cook’d AI’s systems or networks, or any systems or networks connected to the Platform’s or Cook’d AI’s systems or networks;

12.16. attempts to interfere with, disrupt or disable the availability or use of the Platform, any Services, any Cook’d AI Content, or any portion thereof, any User, host or network, or other third party including, without limitation, via means of "denial of service" attacks, overloading, "flooding", "mailbombing" or "crashing"; or

12.17. constitutes any action to obtain access to or use of the Platform, any Services, Cook’d AI Content, or any portion thereof, which you are not entitled to access or use for any reason.

For the avoidance of doubt, these Terms concerning Prohibited User Conduct apply not only to Users but also to any other individual or legal entity that, whether in compliance with these Terms or not, accesses or uses the Platform, any Services, any Cook’d AI Content, or any portion thereof, in any way whatsoever (i.e., whether directly or indirectly, whether personally or by a third-party acting at their direction or on their behalf, whether manually or through the use of some automated tool, process, or procedure, etc.).

13. Your Representations and Warranties

In addition to any representations and warranties you make elsewhere in these Terms, you hereby represent and warrant to Cook’d AI that:

13.1. your access and use of the Platform, any Services, and any Cook’d AI Content, will be in accordance with these Terms and with all applicable laws, rules, and regulations of the United States and any other relevant jurisdiction, including the jurisdiction in which you are currently located;

13.2. you are an individual, not a legal entity, and you are at least 18 years old or the age of majority, if that is older than 18 years, in the jurisdiction in which you are located or ordinarily reside;

13.3. you are not (1) located in or otherwise ordinarily resident in a country or territory that is the target of comprehensive U.S. economic or trade sanctions (i.e., an embargo); (2) identiﬁed on a list of prohibited or restricted persons, such as the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons; or (3) otherwise the target of U.S. sanctions; and

13.4. you are not otherwise prohibited from accessing or using this Platform, any Services, or any Cook’d AI Content by any applicable law.

14. Third-Party Links, Sites, and Services

14.1. The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Cook’d AI. Cook’d AI does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third-party website, application, platform, service, or content on or through the Platform, you understand that these Terms and our Privacy Policy do not apply to your use of such website, application, platform, service, or content. You expressly acknowledge and agree that Cook’d AI shall not be responsible or liable, directly or indirectly, for any damage or loss arising from your use of any third-party website, application, platform, service, or content.

14.2. The Platform, the Services, and the Cook’d AI Content may include advertisements by and/or on behalf of Cook’d AI or one or more third parties. The types and extent of advertising by Cook’d AI or others on or in the Platform, the Services, and the Cook’d AI Content are subject to change. In consideration for Cook’d AI granting you access to and use of the Platform, the Services, and the Cook’d AI Content, you agree that Cook’d AI and such third parties may place such advertising in connection with the display of User Content, or other content, information, or other materials submitted by you or others.

15. Responsibility for Computer Equipment and Network Availability

15.1. It is solely your responsibility to ensure that you possess or otherwise have reliable access to, and have the ability and legal right to use, any such technologies, applications, programs, and platforms, including the hardware and software required to access and use the Platform, any Services and/or any Cook’d AI Content which you have the right to use pursuant to these Terms. Any failure by you to meet your responsibility described in the prior sentence will not excuse any failure by you to meet any of your obligations under these Terms. For the avoidance of doubt, Cook’d AI has no responsibility or liability in connection with such requirement.

15.2. You acknowledge and agree that Cook’d AI may, at any time and in its sole discretion, change the technologies, applications, programs, and tools we require for you to access or use the Platform, any Services, any Cook’d AI Content, or any portion thereof.

15.3. You acknowledge and agree that, given the multiplicity of ways that electronic communications and other computer networks and systems may be intentionally or unintentionally accessed by, or information therein disclosed to, third parties (whether such third parties are bad actors or not), Cook’d AI cannot, and does not, make any guarantees that your use of the Platform, any Services, or any Cook’d AI Content, or your provision of any User Content or other information, content, or materials to Cook’d AI, will remain private and not accessible by one or more such third parties (whether such third parties are using legal or illegal methods). Similarly, Cook’d AI shall have no responsibility or liability for any failure to protect the privacy of your access to or your use of the Platform, any Services, or any Cook’d AI Content, any emails, other communications, or other information sent or transferred to or from you through the Internet or any other computer or telephone network you may use beyond Cook’d AI’s obligation to comply with the terms of our Privacy Policy.

16. DISCLAIMER OF AFFILIATION; DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY

16.1. DISCLAIMER OF AFFILIATION; NO GUARANTEE OF CAREER OUTCOMES. THE SERVICES AND COOK’D AI CONTENT MAY CONSIST, IN WHOLE OR IN PART, OF AI-ENABLED CAREER COACHING, CAREER-PREPARATION BOOTCAMPS, MOCK INTERVIEWS, PRACTICE QUESTIONS, RESUME-RELATED TOOLS, APPLICATION TRACKING TOOLS, MARKET UPDATES, NETWORKING GUIDANCE, HUMAN CONSULTATION SERVICES, AND OTHER INFORMATION OR MATERIALS RELATED TO CAREER DEVELOPMENT, RECRUITING, INTERVIEWING, AND EMPLOYMENT OPPORTUNITIES.

COOK’D AI DOES NOT REPRESENT, ENDORSE, OR ACT ON BEHALF OF ANY EMPLOYER, FINANCIAL INSTITUTION, CONSULTING FIRM, UNIVERSITY, RECRUITING PLATFORM, PROFESSIONAL ORGANIZATION, OR OTHER THIRD PARTY. UNLESS EXPRESSLY STATED BY COOK’D AI IN WRITING, COOK’D AI, COOK’D ACADEMY, THE PLATFORM, THE SERVICES, AND THE COOK’D AI CONTENT ARE NOT ASSOCIATED OR AFFILIATED WITH, SPONSORED BY, ENDORSED BY, OR APPROVED BY ANY SUCH THIRD PARTY.

COOK’D AI DOES NOT GUARANTEE ANY INTERVIEW, OFFER, EMPLOYMENT, ADMISSION, BUSINESS OPPORTUNITY, NETWORKING OUTCOME, COMPENSATION OUTCOME, CAREER ADVANCEMENT, OR OTHER CAREER RESULT. ALL CAREER, RECRUITING, NETWORKING, INTERVIEWING, APPLICATION, AND EMPLOYMENT DECISIONS ARE SOLELY BETWEEN YOU AND THE APPLICABLE THIRD PARTIES. YOU AGREE TO CONDUCT YOUR OWN DUE DILIGENCE AND RELY ON YOUR OWN JUDGMENT WHEN PURSUING ANY RECRUITING, NETWORKING, INTERVIEWING, EMPLOYMENT, OR CAREER OPPORTUNITY.

16.2. DISCLAIMER OF WARRANTIES. THE PLATFORM, ALL SERVICES, ALL COOK’D AI CONTENT, OR ANY PORTION THEREOF, OR ANY OTHER INFORMATION, MATERIALS, PROPERTY, AND/OR RIGHTS GRANTED OR PROVIDED TO YOU BY COOK’D AI ARE PROVIDED TO YOU ON AN “AS IS” AND “AT YOUR OWN RISK” BASIS. EXCEPT AND SOLELY TO THE EXTENT EXPRESSLY STATED OTHERWISE IN THESE TERMS, COOK’D AI AND ITS SUPPLIERS AND SERVICE PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE PLATFORM, ANY SERVICE, OR ANY COOK’D AI CONTENT, EITHER EXPRESS OR IMPLIED, AND ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COOK’D AI DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND RELATING TO ACCURACY, SERVICE AVAILABILITY, COMPLETENESS, INFORMATIONAL CONTENT, ERROR-FREE OPERATION, VIRUS-FREE STATUS, RESULTS TO BE OBTAINED FROM USE, OR NON-INFRINGEMENT IN CONNECTION WITH THE PLATFORM, ANY SERVICE, ANY COOK’D AI CONTENT, ANY PURCHASE OR OTHER TRANSACTION OCCURRING ON OR THROUGH THE PLATFORM. WITHOUT LIMITING THE FOREGOING, COOK’D AI DOES NOT WARRANT OR GUARANTEE THAT YOUR USE OF THE PLATFORM, ANY BOOTCAMP, ANY CREDIT, ANY VALUE-ADDED SERVICE, OR ANY COOK’D AI CONTENT WILL RESULT IN ANY INTERVIEW, OFFER, EMPLOYMENT, ADMISSION, BUSINESS OPPORTUNITY, NETWORKING OUTCOME, COMPENSATION OUTCOME, CAREER ADVANCEMENT, OR OTHER CAREER OUTCOME. ACCESS AND USE OF THE PLATFORM, ANY SERVICE, OR ANY COOK’D AI CONTENT MAY BE UNAVAILABLE DURING PERIODS OF PEAK DEMAND, SYSTEM UPGRADES, MALFUNCTIONS, OR SCHEDULED OR UNSCHEDULED MAINTENANCE, OR FOR OTHER REASONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THE SERVICES AND COOK’D AI CONTENT ARE PROVIDED FOR GENERAL CAREER-PREPARATION, EDUCATIONAL, AND INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL, FINANCIAL, IMMIGRATION, TAX, PSYCHOLOGICAL, EMPLOYMENT, RECRUITING, OR PROFESSIONAL ADVICE. YOU REMAIN SOLELY RESPONSIBLE FOR YOUR APPLICATIONS, COMMUNICATIONS, INTERVIEWS, NETWORKING ACTIVITIES, CAREER DECISIONS, AND ANY INFORMATION YOU CHOOSE TO SUBMIT TO EMPLOYERS, RECRUITERS, SCHOOLS, OR OTHER THIRD PARTIES.

16.3. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COOK’D AI BE LIABLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU (WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY) FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THE ACCESS OR USE OF, OR THE LOSS OF USE OR OTHER INABILITY TO ACCESS OR USE, THE PLATFORM, ANY SERVICE, ANY COOK’D AI CONTENT, OR ANY PORTION THEREOF, ANY USER CONTENT, OR ANY PURCHASE OR OTHER TRANSACTION ENTERED INTO ON OR THROUGH THE PLATFORM INCLUDING TO THE EXTENT THAT MAY HAVE OCCURRED AS A RESULT OF ANY ACTIONS OR OMMISSIONS BY US OR ANY OF OUR VENDORS, SERVICE PROVIDERS, PARTNERS, LICENSORS, OR LICENSEES, INACCURATE RESULTS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR DAMAGES STEMMING FROM LOSS, CORRUPTION OF DATA, VIRUSES, OR DATA BEING RENDERED INACCURATE, THE COST OF RECOVERING ANY DATA, THE COST OF SUBSTITUTE SERVICES OR CLAIMS BY THIRD PARTIES FOR ANY DAMAGE TO ANY COMPUTERS, TECHNOLOGY SOFTWARE, HARDWARE, OTHER EQUIPMENT, OR OTHER PROPERTY, EVEN IF COOK’D AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COOK’D AI’S LIABILITY TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COOK’D AI FOR ANY SERVICES AND COOK’D AI CONTENT IN THE TWELVE (12) MONTHS PRIOR TO THE INITIAL ACTION GIVING RISE TO LIABILITY. THIS IS AN AGGREGATE LIMIT. THE EXISTENCE OF MORE THAN ONE CLAIM HEREUNDER WILL NOT INCREASE THIS LIMIT.

16.4. You understand and agree that we have set our prices and entered into these Terms with you in reliance upon disclaimers and limitations set above in this Section 16, which allocate risk between us and form the basis of a bargain between the parties.

17. Indemnification of Cook’d AI

You agree to defend, indemnify and hold harmless Cook’d AI, its affiliates, and its and their directors, managers, managing members, officers, employees, contractors, agents, suppliers, licensors, successors and assigns (collectively, the “Cook’d AI Parties”), from and against any and all losses, claims, causes of action, obligations, liabilities and damages whatsoever, including attorneys' fees, arising out of or relating to your access or use of the Platform, any Service, any Cook’d AI Content, your provision of any User Content to us, and our or our licensees’ use of any such User Content provided such is done in accordance with these Terms (including the Privacy Policy), any false representation made to us (as part of these Terms or otherwise), your breach of any of these Terms, or any claim that the Platform, any Services or any Cook’d AI Content that we provide to you is inaccurate, inappropriate or defective in any way whatsoever.

18. Modifying and Discontinuing the Platform, any Services, or any Cook’d AI Content

Cook’d AI may change or discontinue the Platform, any Services, any Cook’d AI Content, or any portion thereof, or a User’s ability to make any particular Purchases or enter into any other particular transactions, at any time and without notice, at our sole discretion, for any purpose, including to make improvements, address technical needs, and help prevent damage, injury, or disruption to the Platform, any Services, or any Cook’d AI Content, or any individual or legal entity with the right to access or use the Platform, any Services, or any Cook’d AI Content or any portion thereof. You also have the right to stop using the Platform, any Services, or any Cook’d AI Content or any portion thereof at any time. To the extent permitted by applicable laws, we are not responsible for any loss or harm related to your inability to access or use the Platform, any Services, or any Cook’d AI Content or any portion thereof. Notwithstanding the foregoing, if Cook’d AI discontinues or materially reduces access to a purchased Bootcamp during its Access Period, or discontinues a Value-Added Service for which you hold unused, unexpired Credits, the remedies described in Sections 8.9 and 9.12 will apply to the extent expressly stated therein.

19. Terminating Your Access and Use

19.1. We reserve the right to terminate your access and use of the Platform, any Services, or any Cook’d AI Content or any portion thereof immediately at any time, for any reason, and at such time you will have no further right to use the Platform, such Services, and/or such Cook’d AI Content (or the applicable portion thereof). You may terminate your agreement with Cook’d AI formed by these Terms, along with your Account, at any time by following the instructions available on or through the Platform. If your access to the Platform or your Account is terminated due to your violation of these Terms, you may lose access to any active Bootcamp, unused Credits, Value-Added Services, and related Cook’d AI Content, except as required by applicable law. If your Account is terminated or closed for reasons other than your violation of these Terms, any unused Credits or active Bootcamp access will be handled in accordance with Sections 8 and 9, to the extent applicable.

19.2. The Terms shall survive any termination of the agreement formed between you and Cook’d AI by these Terms, the termination of your Account and/or the termination of your right to use the Platform, the Services, and the Cook’d AI Content in their entirety; provided, however, that if you and when you are no longer a User (regardless of why or how this may have occurred), we will no longer have any obligation we might otherwise have pursuant to these Terms to notify you of any modification of these Terms.

20. Changes to these Terms

20.1. We may make changes to these Terms by notifying you of the changes, including by posting the revised Terms on the Platform or, in the case of Users, we also use other methods to provide such notice (including by email or via in-service message). For notices to Users made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. Except as specified in Section 22, disputes arising under these Terms will be resolved in accordance with the version of these Terms in place at the time the dispute arose. Unless we indicate otherwise in our notice, your use of the Platform, any Services, or any Cook’d AI Content following the effective date of any changes to these Terms will constitute your acceptance of such changes. If you do not agree to any such updated Terms, you should immediately terminate your Account and stop any use of the Platform, any Services, and any Cook’d AI Content.

20.2. Except as set forth in Section 19.1, the agreement between you and us formed by these Terms may not be otherwise amended except as expressly agreed to in writing and executed by Cook’d AI and you.

21. Governing Law and Jurisdiction

21.1. All disputes, claims, or controversies related to any Cook’d AI Matters are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.

21.2. Subject to Section 22 (Dispute Resolution & Arbitration), all judicial proceedings relating to, connected with, or arising out of any Cook’d AI Matters shall be subject to the exclusive jurisdiction of the state or federal courts sitting in the County of New York, State of New York. Both you and Cook’d AI hereby consent to the personal jurisdiction of the state and federal courts sitting in the County of New York, State of New York, and waive any objections to venue in those courts.

22. Dispute Resolution & Arbitration

22.1. EXCEPT AS EXPRESSLY STATED ELSEWHERE IN THESE TERMS, ANY DISPUTE OR CLAIM RELATING TO ANY COOK’D AI MATTERS SHALL BE RESOLVED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS ACCORDING TO THIS SECTION.

22.2. Prior to initiating any arbitration, the party seeking arbitration (“Claimant”) must ﬁrst send a written notice of claim (“Claim Notice”) to the other party (“Respondent”) by email, by internationally recognized courier service (e.g., FedEx or UPS), or by USPS Certiﬁed Mail. This Claim Notice must contain the Claimant’s name, address, and contact information; the identity of counsel (if any); the nature and basis of the claim; and the speciﬁc relief sought. Within thirty (30) days of receipt of the Claim Notice, the parties shall engage in at least one good-faith settlement conference by telephone or video conference. An individual party must be personally present at this settlement conference, and a legal entity party must be present at this settlement conference through an officer, director, consultant, or employee with settlement authority, though both parties may bring counsel as well. Arbitration shall be initiated only if no settlement can be reached at this settlement conference.

22.3. The arbitration shall be conducted by a single arbitrator and administered by the American Arbitration Association (“AAA”) according to its Consumer Arbitration Rules, Procedures for the Resolution of Disputes Through Document Submission, Consumer Fee Schedule, and Supplementary Rules for Multiple Case Filings (“AAA Rules”), and the provisions of this section. Where they conﬂict, the provisions of this section shall take precedence over any AAA Rules. If the AAA is unavailable to conduct an arbitration, the parties shall arbitrate through another mutually agreed-upon organization or on an ad hoc basis according to the rules in this section. The arbitration shall be conducted in the English language.

22.4. If a claim is within the jurisdiction of a small claims court, either party may choose to have the case heard in the small claims court on an individual basis, instead of arbitration.

22.5. If twenty-ﬁve (25) or more similar Demands for Arbitration are ﬁled against or on behalf of the same party or related parties, and if representation of the parties is consistent or coordinated across the cases, then the AAA’s Supplementary Rules for Multiple Case Filings shall apply. Counsel ﬁling twenty-ﬁve (25) or more similar Demands for Arbitration against Cook’d AI must comply with the AAA’s Filing Requirements for Multiple Case Filings. There shall be no class or collective arbitration, or joinder of claims, except as provided for in the AAA’s Supplementary Rules for Multiple Case Filings.

22.6. If you do not want to arbitrate disputes with Cook’d AI and you are an individual, you may opt out of this arbitration agreement by sending an email to info@cookd.ai within 30 days of the day you ﬁrst access or use the Services.

22.7. Notwithstanding the above or Section 20.2, either party may apply for and obtain non-monetary, injunctive remedies or urgent relief in any court of proper jurisdiction without engaging in any arbitration or informal dispute resolution process, and not solely in the federal and state courts located in the County of New York, State of New York.

23. Miscellaneous

23.1. Entire Agreement. These Terms (including all Additional Terms) constitute the entire agreement between Cook’d AI and you concerning the subject matter hereof. In the event that any of the Terms are held by an arbitrator, court, or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect. A waiver by Cook’d AI or you of any provision of these Terms or any breach thereof, in any one instance, will not waive such provision or any subsequent breach thereof. Cook’d AI may assign its rights or obligations under these Terms without condition.

23.2. Severability. If any provision or part of a provision of these Terms is held unlawful, invalid, or unenforceable, that provision or part of the provision will be enforced to the maximum extent permissible and is deemed severable from these Terms, and the other provisions of these Terms will remain in full force and effect.

23.3. Waiver and Amendments. Our failure to act on or enforce any of these Terms will not be construed as a waiver of that Term or any other Term. No waiver will be effective against us unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance.

23.4. No Third-Party Beneficiaries. Other than the rights and remedies available to the Cook’d AI Parties as set forth in Section 17 (Indemnification) above, these Terms do not and are not intended to confer any rights or remedies upon any legal or natural person other than those parties specifically identified in these Terms.

23.5. Force Majeure. Cook’d AI shall not be liable for any failure to perform or delay in performance of its obligations under this Agreement if such failure or delay results from events beyond our reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, pandemics, epidemics, war, terrorism, civil disorder, labor strikes (other than by the affected party’s own employees), governmental actions, or any law or regulation, or other similar events.

23.6. Assignment. Any agreement that you are a party to as a result of these Terms is personal to you and is not assignable, transferable, or sublicensable by you except with Cook’d AI’s prior written consent. Cook’d AI may assign or delegate the agreement formed between Cook’d AI and you by these Terms, and any of its rights or obligations hereunder, in its sole discretion, and any such agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees. No agency, partnership, joint venture, or employment relationship is created as a result of such agreement, and neither you nor Cook’d AI has any authority of any kind to bind the other in any respect. These Terms will be binding upon and will inure to the beneﬁt of Cook’d AI and you, and Cook’d AI's and your respective successors and permitted assigns.

23.7. Interpretation. Whenever the words “include”, “includes” or “including” are used in these Terms, they shall be deemed to be followed by the words “without limitation”. The definitions contained in these Terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. When reference is made to a Section, the reference is to a Section of these Terms unless otherwise indicated. Headings contained in these Terms are included for convenience of reference only and shall not affect in any way the meaning or interpretation of these Terms. The words “hereof”, “herein”, and “hereunder” and words of similar import, when used in these Terms, refer to these Terms as a whole and not to any particular provision of these Terms. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to any legal or natural person include the successors and permitted assigns of such person. If an ambiguity or question of intent or interpretation arises, these Terms must be construed as if it is drafted by all the parties to any agreement formed by these Terms, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of authorship of any of the provisions of these Terms.

23.8. Language. This agreement was originally written in English (US). To the extent any translated version of this agreement conﬂicts with the English version, the English version controls.

23.9. California Resident. 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.

24. Notice for Claims of Copyright Violations and Agent for Notice

24.1. If you are a copyright owner and have a good faith belief that any material available on or through the Platform infringes upon your copyrights, you may submit a copyright infringement notiﬁcation to Cook’d AI pursuant to the Digital Millennium Copyright Act by providing us with the following information in writing:

24.1. 1. an electronic or physical signature of the copyright owner or the person authorized to act on behalf of the owner of the copyright interest;

24.1. 2. a description of the copyrighted work that you claim has been infringed;

24.1. 3. a description of where the material that you claim is infringing is located on the Platform, with enough detail that we may ﬁnd it on the Platform;

24.1. 4. your address, telephone number, and email address;

24.1. 5. 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; and

24.1. 6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.

24.2. Please consult your legal counsel for further details or see 17 U.S.C. § 512(c)(3). Cook’d AI’s Agent for Notice of claims of copyright infringement can be reached as follows:

By mail:
Cookd AI Inc.
40 Wall St, 28th Floor
New York, NY 10005
Attn: Copyright Agent
By email:
info@cookd.ai

For clarity, only copyright infringement notices should go to our Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this section, your notice may not be valid.

24.3. If you believe the content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to applicable law, to post and use such content, you may submit a counter-notice to the address listed above containing the following information:

24.3. 1. Your physical or electronic signature;

24.3. 2. Identiﬁcation of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

24.3. 3. A statement that you have a good faith belief that the content was removed or disabled as a result of a mistake or a misidentiﬁcation of the content; and

24.3. 4. Your name, physical address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in the judicial district in which you reside, or if you reside outside of the United States, then that you consent to the state and federal courts located in New York, New York, and a statement that you will accept service of process from the person who provided notiﬁcation of the alleged infringement.

24.4. After we receive your counter-notiﬁcation, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes your personal information. By submitting a counter-notiﬁcation, you consent to having your information revealed in this way. Cook’d AI will not forward the counter-notiﬁcation to any party other than the original claimant.

24.5. After we send out the counter-notiﬁcation, the claimant must then notify us within 10 days that he or she has ﬁled an action seeking a court order to restrain you from engaging in infringing activity relating to the content that was removed or disabled. If we receive such notiﬁcation, we will be unable to restore the material. If we do not receive such notiﬁcation, we may reinstate the material.