COOKD AI INC.

TERMS OF SERVICE

Last Updated: December 24, 2025

1. Description of Our Service

Welcome to Cook’d AI, a service platform with websites located at www.cookd.ai or www.cookd.com (the “Website”) that provides you with the opportunity to use the latest in AI technology to practice and hone your interview skills for employment opportunities at various well-known financial institutions, management consulting companies, and certain other top-tier businesses.

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 (together with any subsidiaries that may exist, “Cook’d AI”, "we," “our,” "us") that, together with any other terms and conditions that are incorporated into these Terms by reference (“Additional Terms,”), govern your access to and use of the Website and all other platforms, mobile sites, services, tools, and mobile device applications, where these Terms (including any Additional Terms) appear or are linked to (collectively, the "Platform"). Please note that the term “User” is further defined in Section 5 below.

2.2. Unless and solely to the extent these Terms expressly state otherwise, these Terms apply to (i) all functionality, features, or services of the Platform (collectively, the “Services”), including any AI-enabled simulated interview sessions (a “Simulated Interview Session”) and our provision of any materials to you in connection with a Simulated Interview Session (for example, a transcript of such Simulated Interview Session along with a report with feedback generated by this Service (such transcript and report, collectively, an “Interview Session Report”)), (ii) all information, materials, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof, and all Intellectual Property Rights (defined below) therein and thereto (“Cook’d AI Content”) and (iii) your Purchase (defined below) of any Simulated Interview Sessions, other Services, any Cook’d AI Content (if made available for Purchase separately), 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, such as the Simulated Interview Sessions, is only available to an individual if and when such individual enters into an agreement with Cook’d AI for the provision of the Services and certain Cook’d AI Content by registering with Cook’d AI, creating a user account on the Platform (an “Account”), and agreeing 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 will continue to have:

5.1. 1. the ability to access your Account, to make Purchases of, and use, Services and Cook’d AI Content, such as a Simulated Interview Session, via the Platform (except to the extent we may prohibit such activities in accordance with these Terms); and

5.1. 2. storage in your Account of any Cook’d AI Content made specifically available to you by Cook’d AI as a result of your Purchase and use of any Services (for example, a copy of any Interview Session Report we generate after you complete a Simulated Interview Session), which Cook’d AI Content can be accessed at all times you remain a User through the Platform when you are logged into your Account.

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.

6.6. 1. To create and maintain an Account and make Purchases, you must maintain a valid credit card, debit card, or other electronic payment method that Cook’d AI indicates are accepted on the Platform (collectively, "Payment Card"). Cook’d AI may accept, decline, or revoke acceptance of any Payment Card in its sole discretion. Failure to maintain a valid Payment Card may result in suspension or termination of Services. In addition, you must maintain current, complete, and accurate information about the Payment Card you have entered into your Account and promptly update such information in the event of Payment Card’s expiration, cancellation, or replacement (e.g. if a credit card is replaced due to expiration or because lost). Cook’d AI may suspend Services if a Payment Card is declined or has expired until you provide a new valid Payment Card. Cook’d AI reserves the right to accept or decline some forms of payment, including, but not limited to, "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 Pro Membership subscription, Cheat Code Credit (as defined below), or to directly purchase any 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.

For the avoidance of doubt, except where the context of a specific provision in these Terms would indicate otherwise, the term ‘Purchase’ will be deemed to also include any instance in which you redeem Cheat Code Credit to obtain a Real Mock Experience or any other Service or feature that Cook’d AI expressly designates on the Platform as redeemable using Cheat Code Credit, instead of purchasing such offering directly.

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 bill you through the Payment Card linked to your Account or otherwise provided in connection with a Purchase or other transaction. In addition, you hereby authorize any Payment Processor we may use to store (and, if applicable, continue billing) your specified Payment Card even after such Payment Card has expired. Cook’d AI assumes no liability or responsibility for any payments you make on or through the Platform when such payments are, in actuality, 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, you agree to pay all amounts due in connection with your Account upon demand. You authorize us to attempt repeat charges on your Payment Card if an initial attempt to charge fails.

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.

8. Pro Membership Subscription

8.1. Pro Membership. Cook’d AI offers a paid subscription membership program currently offered only as “Pro Membership” (“Pro Membership”). Pro Membership is available on a monthly or quarterly subscription basis (each, a “Subscription Term”), as described on the Platform at the time of purchase.

8.2. Recurring Billing; Auto-Renewal. By purchasing Pro Membership, you authorize Cook’d AI and/or its Payment Processor to charge your Payment Card on a recurring basis at the then-current subscription rate, plus applicable taxes and fees, for each Subscription Term. Unless you cancel your Pro Membership before the end of the then-current Subscription Term, Pro Membership will automatically renew for successive Subscription Terms of the same length (monthly or quarterly as applicable), and your Payment Card will be charged at the beginning of each renewal Subscription Term.

8.3. Cancellation; Effect of Cancellation. You may cancel Pro Membership at any time through your Account settings or through any other method made available on the Platform. Cancellation will prevent future renewal charges only and will not affect the current Subscription Term. Upon cancellation, you will retain access to Pro Membership benefits through the end of the then-current Subscription Term, unless otherwise required by applicable law.

8.4. No Refunds; No Proration. PRO MEMBERSHIP FEES ARE NON-REFUNDABLE AND NON-PRORATED. Cancellation does not entitle you to any refund, credit, or proration for the current Subscription Term or for any prior Subscription Term, except as required by applicable law.

8.5. Changes to Pro Membership. Cook’d AI may modify Pro Membership pricing, features, benefits, or eligibility from time to time. Any such changes will apply prospectively and will take effect at the next renewal of your Pro Membership (or as otherwise permitted by applicable law), after any notice required by applicable law has been provided.

8.6. Suspension for Non-Payment. If a charge to your Payment Card fails or is declined for any reason, Cook’d AI may suspend or terminate your Pro Membership and/or related Services until payment is successfully processed, without affecting your obligation to pay any outstanding amounts.

9. Cheat Code Credit

9.1. Cheat Code Credit. “Cheat Code Credit” means a unit of account made available by Cook’d AI that may be purchased only by Users with an active Pro Membership and redeemed, subject to these Terms, solely for access to certain AI-enabled custom mock interview experiences made available through the Platform that are beyond the standard features and benefits included with Pro Membership (each, a “Real Mock Experience”). Cheat Code Credit has no cash value and may be redeemed only as expressly described in these Terms and as specified on the Platform from time to time.

9.2. Pro Membership Required; Separate Purchase. Cheat Code Credit is not included with Pro Membership and is available only as a separately purchased add-on for Pro Members. Cook’d AI reserves the right to modify the Cheat Code Credit requirements for any Service or feature made available through the Platform at any time, provided that such changes will not apply retroactively to Cheat Code Credits you have already purchased.

9.3. Company / Position / Interview-Style Specific; Variable Pricing. Each purchase of Cheat Code Credit is specific to the particular company, position, and interview style (for example, HireVue, First Round Interview, Superday) selected by you at the time of purchase (the “Designated Parameters”). Cheat Code Credit purchased for one set of Designated Parameters: (a) may not be redeemed for a Real Mock Experience with different Designated Parameters; and (b) may not be exchanged, substituted, or “converted” to apply to any other company, position, or interview style. Cheat Code Credit pricing and the number of Cheat Code Credits required to access a particular Real Mock Experience may vary based on the Designated Parameters, features, or other factors and will be displayed on the Platform at the time of purchase. Cook’d AI reserves the right to modify pricing and/or requirements for Cheat Code Credit purchases on a prospective basis at any time; provided, however, that changes will not apply retroactively to Cheat Code Credit you have already purchased.

9.4. Cheat Code Credit Pricing. Cook’d AI reserves the right to change the price of Cheat Code Credits at any time. Price changes will apply only to Cheat Code Credits purchased after the effective date of the change. Cheat Code Credits you have already purchased will not be affected by subsequent price changes.

9.5. Cheat Code Credit Redemption. Cheat Code Credit may be redeemed only through the Platform and only for the applicable Real Mock Experience corresponding to the Designated Parameters. A Cheat Code Credit is redeemed and consumed at the time you choose to start (or initiate) the applicable Real Mock Experience (for example, when you click “Start Interview” or the equivalent action on the Platform). Once redeemed, the applicable Cheat Code Credit is deemed fully used and consumed, is non-refundable, and cannot be returned to your Cheat Code Credit balance.

9.6. Account-Specific. Cheat Code Credits are tied to your individual Account and are non-transferable. You may not transfer, sell, gift, or otherwise dispose of Cheat Code Credits to any other person or another User’s Account.

9.7. Expiration. Cheat Code Credit is subject to an expiration period of six (6) months, unless otherwise specified in the applicable product description at the time of purchase or as required by applicable law. The expiration period applies regardless of whether your Pro Membership remains active, and termination or expiration of your Pro Membership does not affect your ability to redeem previously purchased, unexpired Cheat Code Credit. Any unused Cheat Code Credit that expires will be automatically removed from your Account and cannot be recovered or refunded.

9.8. Account or Agreement Termination. Upon the termination or closure of your Account or the termination of the agreement formed by these Terms (whether because of your violation of these Terms or any other or no reason), all unused Cheat Code Credits in your Account will be immediately forfeited and will not be refunded or available for use, except as may be required by applicable law.

9.9. Promotional Cheat Code Credits. From time to time, Cook’d AI may offer promotional or bonus Cheat Code Credit at no charge or at discounted rates (“Promotional Cheat Code Credit”). Promotional Cheat Code Credit may be subject to additional terms, including shorter expiration periods, restrictions on eligible Designated Parameters, or other limitations communicated at the time it is issued.

9.10. No Refunds. All purchases of Cheat Code Credit are final and non-refundable, except as expressly required by applicable law. Once purchased, Cheat Code Credit cannot be returned, refunded, or exchanged for cash or other consideration.

9.11. Service Availability. Cook’d AI does not guarantee the continued availability of any particular Real Mock Experience or any Designated Parameters. If Cook’d AI discontinues a Real Mock Experience for which you have unused Cheat Code Credit, Cook’d AI may, where feasible, offer a substantially similar alternative Real Mock Experience for the same Designated Parameters. If no such alternative is available, Cook’d AI may, in its sole discretion or as required by applicable law, (a) extend the expiration date of the affected Cheat Code Credit, or (b) provide a pro-rated refund or credit.

9.12. Technical Failures. If Cheat Code Credit is deducted from your Account due to a technical error or system malfunction without the corresponding Real Mock Experience being delivered, Cook’d AI will restore the affected Cheat Code Credit to your Account or provide access to the applicable Real Mock Experience once the error is identified and verified.

9.13. Statutory Rights. Nothing in these Terms affects your statutory rights under applicable consumer protection laws. If you are entitled to a refund under applicable law (such as laws governing unfair commercial practices or consumer rights), Cook’d AI will honor such legal obligations.

9.14. Balance Inquiries. You may view your current Cheat Code Credit balance and expiration dates by logging into your Account on the Platform. It is your responsibility to monitor your Cheat Code Credit balance and expiration dates.

9.15. No Interest or Dividends. Cheat Code Credits do not constitute stored value, are not deposit accounts, and do not accrue interest or dividends.

9.16. Changes to Cheat Code Credit System. Cook’d AI reserves the right to, in its sole discretion, modify, suspend, or discontinue Cheat Code Credit at any time. In the event Cook’d AI discontinues Cheat Code Credit entirely, Cook’d AI will either (a) honor existing Cheat Code Credit until its expiration date (if any), (b) allow you to use Cheat Code Credit under a reasonable transition period, or (c) provide a pro-rated refund for unused Cheat Code Credit, in each case as Cook’d AI determines in its sole discretion or as required by applicable law.

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, the term “Cook’d AI Content” shall be deemed to include any and all Interview Session Reports. "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, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and 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 Cook’d AI Content, or Items 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 Interview Session Report we have generated for you following a Simulated Interview Session, 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, any Interview Session Report or any other 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 Service 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 here 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. 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 the 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 appearing and participating in any Simulated Interview Sessions (including by responding to any questions presenting to you in any Simulated Interview Sessions) or by otherwise submitting any ratings, reviews, information, data, text, photographs, audio clips, audiovisual works, translations, ﬂashcards, or other materials or information in connection with any use of any Services (collectively, “User Content”), you hereby grant to Cook’d AI a full-paid, royalty free, perpetual, irrevocable, worldwide, nonexclusive, transferable, and sublicensable license to use, reproduce, copy, adapt, modify, merge, distribute, publicly display, and create derivative works from such User Content; incorporate such User Content into other works; and sublicense through multiple tiers such User Content; provided, however, that any such use of such User Content shall be subject to the terms of our Privacy Policy. For the avoidance of doubt, you acknowledge that this license includes the right to use any User Content to help us improve the Platform, any Services and any Cook’d AI Content, including by helping us train and otherwise improve any artificial intelligence (“AI”) models and other technologies that we currently or may in the future develop and/or use, whether in connection with the Platform, any Service, any Cook’d AI Content, or otherwise. You acknowledge that this license cannot be terminated by you once your User Content is submitted on or through the Platform or otherwise provided to us. 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 and others as described and otherwise contemplated in these Terms. You understand that, subject to the restrictions on our actions, our obligations, and our other responsibilities set forth in our Privacy Policy, other users might have access to such User Content and that neither they nor Cook’d AI have any obligation to you or anyone else to maintain the conﬁdentiality of such User Content.

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 any commercial activities, including any attempt to raise money for anyone, or advertises or promotes 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 any use of the Platform, any Services, any Cook’d AI Content, or any portion thereof for AI training, use, or any related purposes, whether collected manually or automatically. For the avoidance of doubt, the prior sentence means, without limitation, that these Terms expressly prohibit any 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 (including, without limitation, generative AI, large language models, automated bots, or similar systems), whether for data mining, training, analysis, content generation, or any other 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. THE SERVICES AND COOK’D AI CONTENT MAY CONSIST, IN WHOLE OR IN PART, OF SIMULATED INTERVIEW SESSIONS, INTERVIEW SESSION REPORTS, AND/OR OTHER INFORMATION AND MATERIALS RELATED TO THE PROCESS OF INTERVIEWING FOR VARIOUS KINDS OF EXECUTIVE POSITIONS WITH CERTAIN WELL-KNOWN BUSINESSES IN THE FINANCE AND MANAGEMENT CONSULTING INDUSTRIES (ANY SUCH BUSINESS, A “SIMULATED INTERVIEW BUSINESS”).

COOK’D AI DOES NOT REPRESENT OR ENDORSE ANY SIMULATED INTERVIEW BUSINESS AND MAKES NO WARRANTIES OR GUARANTEES AS TO THE ACCURACY, COMPLETENESS, OR SUITABILITY OF ANY SIMULATED INTERVIEW SESSION, INTERVIEW SESSION REPORT, OTHER COOK’D AI CONTENT, OR ANY OTHER INFORMATION, ADVICE, MATERIALS, PROVIDED TO YOU, FROM YOU, OR DERIVED BY YOU AS A RESULT OF YOUR ACCESS TO AND USE OF ANY SERVICES OR ANY COOK’D AI CONTENT REGARDING ANY SUCH SIMULATED INTERVIEW BUSINESS. FURTHERMORE, COOK’D AI DOES NOT WARRANT OR REPRESENT IN ANY WAY THAT COOK’D AI, THE PLATFORM, ANY SERVICES, OR ANY COOK’D AI CONTENT IS ASSOCIATED OR AFFILIATED WITH, OR ENDORSED BY, ANY SIMULATED INTERVIEW BUSINESS FOR INTERVIEW-TRAINING RELATED PURPOSES OR FOR OR IN CONNECTION WITH ANY OTHER PURPOSE OR MATTER. YOU HEREBY ACKNOWLEDGE THAT ALL INTERACTIONS, INTERVIEWS, AND OUTCOMES YOU MAY ACTUALLY (WHETHER DIRECTLY OR INDIRECTLY) HAVE WITH A SIMULATED INTERVIEW BUSINESS ARE SOLELY BETWEEN YOU, SUCH SIMULATED INTERVIEW BUSINESS, AND/OR ANY OTHER APPLICABLE THIRD PARTY OR PARTIES, AND DO NOT INVOLVE COOK’D AI. YOU LIKEWISE HEREBY AGREE THAT COOK’D AI SHALL NOT BE LIABLE FOR ANY ACTIONS, DECISIONS, POLICIES, OR EMPLOYMENT PRACTICES OF ANY SIMULATED INTERVIEW BUSINESS, NOR FOR ANY LOSS, DAMAGE, OR CLAIM ARISING FROM YOUR ENGAGEMENT, EMPLOYMENT, OR EMPLOYMENT-RELATED INTERVIEWS, NEGOTIATIONS, AND/OR OTHER DISCUSSIONS WITH ANY SIMULATED INTERVIEW BUSINESS OR OTHER THIRD PARTIES. YOU AGREE TO CONDUCT YOUR OWN DUE DILIGENCE AND RELY ON YOUR OWN JUDGMENT WHEN PURSUING AND ENGAGING IN ANY ENGAGEMENTS, EMPLOYMENT AND EMPLOYMENT-RELATED INTERVIEWS, NEGOTIATIONS, AND OTHER DISCUSSIONS WITH ANY SIMULATED INTERVIEW BUSINESS REFERENCED, DISCUSSED, OR SIMULATED BY THE SERVICES.

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. 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.

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.

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.

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 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 10004 Attn: Copyright Agent 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.

[END OF TERMS]