Last Modified: 31.01.2025
Welcome to Chapter Foods! These Terms of Use (the “Terms”) constitute a legal agreement between you (“User,” “you,” or “your”) and Chapter Foods, Inc. (“Chapter Foods,” “we,” “our,” or “us”). These Terms govern your access to and use of the Chapter Foods platform and services (collectively, the “Platform”) provided by Chapter Foods.
By accessing, registering for, or using the Platform, you acknowledge that you have read, understood, and agree to these Terms and our Privacy Policy. If you do not agree to these Terms, you must immediately cease accessing and using the Platform.
Key Platform Participants:
● Brands – Product developers accessing co-manufacturers and suppliers.
● Retailers – Businesses selling consumer products to the public.
● Manufacturers – Providers offering co-manufacturing services to Brands.
● Suppliers – Providers of ingredients, packaging, and related materials.
● Authorized Users – Individuals authorized by Brands, Retailers, Manufacturers, or Suppliers to access the Platform on their behalf.
1. Overview of Chapter Foods Platform
Chapter Foods provides a digital marketplace designed to streamline the commercialization process for consumer goods products. Through the Platform, Brands, Retailers, Manufacturers, and Suppliers can connect and collaborate based on specific requirements, including certifications, ingredient standards, volume, and production capabilities. The Platform is intended to simplify and accelerate the journey from concept to market-ready products, supporting a more transparent, efficient food system.
2. Account Registration and Access
2.1 Eligibility and Account Creation
To use certain Platform features, you must register an account and provide accurate, current, and complete information. Users are responsible for maintaining the security and confidentiality of their login credentials and are fully responsible for all activity that occurs under their account. Chapter Foods may refuse registration or terminate any account in its sole discretion.
2.2 Authorized Users
Brands, Retailers, Manufacturers, and Suppliers may authorize individuals to act on their behalf (“Authorized Users”). All Authorized Users must comply with these Terms, and you are responsible for their actions while using the Platform.
(a) Brand and Retailer Terms
This section applies to you if you are a Brand or Retailer. Upon creating an account on the Chapter Foods Platform, you may provide detailed product and brand information. You represent and warrant that all Brand or Retail and product information you provide is accurate, complete and not misleading. In order to enable relevant features on the Chapter Foods Platform, including connectivity with other Chapter users, you may be required to submit specific information about your product, such as ingredients, standards and certifications. By doing so, you authorize Chapter Foods to identify you as a Brand or Retailer to manufacturers and suppliers on the Platform and to share certain necessary documentation related to your product requirements. Chapter Foods may also identify your engagement and interactions with other users on the Platform as necessary to facilitate connections.
(b) Manufacturer Terms
This section applies if you are a manufacturer. After successfully creating an account, you may provide Chapter Foods with information about your manufacturing capabilities, certifications, and relevant manufacturing details (collectively, “Manufacturing Information”). You represent and warrant that all Manufacturing Information provided is accurate, current and fully representative of your services and capabilities. You agree to secure and maintain all appropriate rights and consents necessary for Chapter Foods to use, display and disclose your Manufacturing Information to potential Brand and Retailer and Supplier Partners on the Platform. Chapter Foods may make your profile (the “Manufacturer Profile”) available to relevant users of the Platform, but will not share it with other Manufacturers or Suppliers without your prior consent. The use and display of your Manufacturer Profile on the Chapter Foods Platform does not constitute an endorsement or recommendation by Chapter Foods, and you shall not claim or imply any such endorsement or recommendation.
(c) Supplier Terms
This section applies if you are a Supplier. Once your account is created, you may provide information about your products, including ingredients, packaging options, certifications, sourcing origin, and any other details relevant to Brands, Retailers and Manufacturers on the Platform (collectively, “Supplier Information”). You agree that all Supplier Information will be accurate and complete, without misleading omissions. While not all details are required, providing comprehensive information can enhance the effectiveness of your connections on the Platform. Chapter Foods reserves the right to limit or suspend access if any of your information is deemed incomplete or misleading. Your profile, including the Supplier Information you have shared, may be available to Brands, Retailers and Manufacturers on the Platform to facilitate connection. However, information you designate as proprietary will not be shared without your consent. The Platform’s display of Supplier Information does not imply any endorsement by Chapter Foods.
3. Use of Platform Services
3.1 Project Posting, Ingredient or Material Search and Matching
Brands and Retailers and Manufacturers can post detailed project specifications, which may include specific ingredient requirements, certifications, and packaging needs. Chapter Foods uses these specifications to match users with suitable Manufacturers and Suppliers.
3.2 Direct Communication and Collaboration
The Platform may facilitate direct and secure communication between matched partners, allowing seamless discussions, negotiations, and project planning.
3.3 Confidentiality of Project Information
Chapter Foods treats all project information with confidentiality. While the Platform enables project postings, your identity and sensitive project information remain protected until a connection is made and both parties consent to further communication.
4. Platform Fees and Payment Terms
4.1 General Fees
Certain Platform services may incur fees, which will be outlined prior to use. By using such services, you agree to pay the applicable fees, which may include charges for posting projects, matchmaking, and transaction facilitation.
4.2 Payment Terms
Fees are due upon invoice issuance or according to any other payment schedule agreed upon by both parties. Failure to pay fees on time may result in suspension or termination of Platform access.
4.3 Taxes
All fees are exclusive of applicable taxes, including sales, use, and other taxes. You are responsible for paying any applicable taxes arising from the use of the Platform.
5. User Conduct and Acceptable Use
5.1 Prohibited Conduct
Users agree not to:
● Use the Platform for any unlawful purpose.
● Interfere with or disrupt the Platform or servers.
● Attempt to gain unauthorized access to any other user accounts or Platform features.
5.2 Compliance with Laws
You agree to comply with all applicable local, state, national, and international laws and regulations while using the Platform. Chapter Foods reserves the right to monitor Platform activity and terminate accounts found to be in violation of these Terms.
6. Confidentiality and Data Security
6.1 Confidentiality Obligations
Each party agrees to treat all non-public information shared through the Platform as confidential. Chapter Foods will not disclose user information to third parties except as required to provide Platform services or as mandated by law.
6.2 Security Measures
Chapter Foods implements commercially reasonable technical and organizational security measures to protect user information and ensure data confidentiality. However, we cannot guarantee absolute security of data transmitted over the internet.
6.3 Data Collection and Privacy
Our Privacy Policy outlines our data collection and usage practices. By using the Platform, you consent to these practices.
7. Intellectual Property Rights
7.1 Platform Ownership
Chapter Foods owns all rights, title, and interest in the Platform, including all underlying technology, content, and trademarks. Except as expressly granted herein, no other rights or licenses are granted.
7.2 User-Generated Content
By uploading content to the Platform, such as product requirements or specifications, you grant Chapter Foods a non-exclusive, worldwide, royalty-free license to use, reproduce, and display this content solely for providing Platform services.
7.3 Trademarks and Branding
Chapter Foods may use your name, logo, or brand elements solely for Platform-related marketing purposes, with prior consent. You retain all rights to your trademarks and branding.
8. Warranties and Disclaimers
8.1 User Representations
You represent and warrant that:
● All information provided is accurate, complete, and up-to-date.
● You have all necessary rights and permissions to use and share any content or materials uploaded to the Platform.
● Your use of the Platform complies with applicable laws and regulations.
8.2 No Warranty
To the maximum extent permitted by law, the Platform is provided “as is” without warranties of any kind. Chapter Foods disclaims any warranties of merchantability, fitness for a particular purpose, and non-infringement.
9. Limitation of Liability
9.1 No Liability for Indirect Damages
Chapter Foods will not be liable for any indirect, incidental, special, or consequential damages arising out of your use of the Platform.
9.2 Maximum Liability
Our liability for any claims arising from your use of the Platform will be limited to the greater of (i) the fees paid by you to Chapter Foods in the twelve (12) months preceding the claim or (ii) $100 USD.
10. Indemnification
You agree to indemnify and hold harmless Chapter Foods, its affiliates, and employees from any claims, damages, liabilities, and expenses arising from your use of the Platform, including any violation of these Terms or third-party rights.
11. Term and Termination
11.1 Termination by User
You may terminate your account at any time by contacting Chapter Foods.
11.2 Termination by Chapter Foods
Chapter Foods may suspend or terminate your account immediately if you breach these Terms. Chapter Foods reserves the right to terminate any account for any reason, with prior notice where applicable.
11.3 Effect of Termination
Upon termination, your right to access the Platform will immediately cease, and all outstanding fees will become due. Chapter Foods is not obligated to retain your data beyond the termination date.
12. Governing Law and Dispute Resolution
12.1 Governing Law
These Terms are governed by the laws of [Your Jurisdiction], without regard to its conflict of law provisions.
12.2 Arbitration
All disputes arising from these Terms shall be resolved through binding arbitration in [Location] in accordance with [Arbitration Rules], with each party bearing its costs. The decision of the arbitrator is final and binding.
13. Changes to Terms
Chapter Foods may modify these Terms at any time by posting updated Terms on the Platform. Your continued use of the Platform after changes have been posted constitutes acceptance of the modified Terms. If you do not agree with any modifications, you must cease using the Platform immediately.
14. Notices
All notices required or permitted under these Terms shall be in writing and delivered by email to the contact information provided by you during registration or as updated. Notices from Chapter Foods will be sent to your registered email address.
15. Miscellaneous
15.1 Entire Agreement
These Terms, along with our Privacy Policy, constitute the entire agreement between you and Chapter Foods regarding the Platform.
15.2 Severability
If any provision of these Terms is found to be unenforceable, that provision shall be limited to the minimum extent necessary, and the remaining provisions shall remain in full force.
15.3 No Waiver
Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provisions.
15.4 Assignment
You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Chapter Foods may assign its rights or obligations without your consent.
15.5 Force Majeure
Chapter Foods shall not be liable for any delay or failure to perform due to circumstances beyond our reasonable control, including natural disasters, strikes, or internet failures.
For further information or support, please contact us at [Contact Email].
By accessing and using the Chapter Foods Platform and Services, you acknowledge that you have read, understood, and agreed to these Terms. If you do not agree, please discontinue use of the Platform and Services.