Terms & Conditions

Last update: 24.11.2023

General

Please carefully review these Terms of Service (“Terms”) as they contain important information about your legal rights, remedies and obligations. By accessing or using BreakBread’s Services (defined below), you agree to comply with and be bound by these Terms.

These Terms (together with the documents referred to herein) informs you of the terms of use on which you may use and access our Site (defined below) and Application(s) (defined below), whether as a guest or a registered user. Use of our site includes accessing, browsing or registering to use our sites. By using our Services (defined below), you confirm that you accept these Terms and that you agree to comply with them. If you do not use these Terms, you must not use our Site and Application.

Thank you for using BreakBread!

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Introduction

These Terms constitute a legally binding agreement ("Agreement") between you and BreakBread (as defined below) governing your access to and use of the Break Bread website, [www.breakbread.com]. including any subdomains thereof, and any other websites or applications through which BreakBread makes its services available (collectively, "Site"), our mobile, tablet and other smart device applications, and application program interfaces (collectively, "Application") and all associated services (collectively, "BreakBread Services"). The Site, Application and BreakBread Services together are hereinafter collectively referred to as the “Platform”. Our User Policies including BreakBread’s [Cancellation Policy / Diner Refund Policy, Nondiscrimination Policy]. and other Policies applicable to your use of the Platform are incorporated by reference into this Agreement.

When these Terms mention “BreakBread,” “we,” “us,” or “our,” it refers to [BreakBread Holdco], a private limited company incorporated under the laws of [BVI / Cayman] with a registered office located at [Address], registered under the company registration number [•] at the [Companies House].

Our collection and use of personal information in connection with your access to and use of the Platform is described in our Privacy Policy.

[Any and all payment processing services through or in connection with your use of the Platform ("Payment Services") are provided to you by one or more Break Bread Payments entities (individually and collectively, as appropriate, "Break Bread Payments") as set out in the Payments Terms of Service("Payments Terms").]

All Users, and Hosts in particular, are solely responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to their Invitations and Experiences (as defined below). For example, some jurisdictions have regulations that restrict their ability to host paying Diners for short periods or provide certain Experiences. In many cities, Hosts may have to register, get a permit or obtain a license before providing certain Experiences (such as serving alcohol whether or not for sale; preparing, serving and labelling food; or using certain venues for particular activities). Host are solely responsible for identifying and obtaining any required licenses, permits, or registrations for any Experiences they offer. Certain types of Experiences may be prohibited altogether. Penalties may include fines or other enforcement.If you have questions about how local laws apply to your Invitation(s) and Host Service(s) on Break Bread, you should always seek independent legal guidance.

Table of Contents

Scope of BreakBread Services
Eligibility, Using the Platform, User Verification
Modification of these Terms
Account Registration
Content
Service Fees
Terms specific for Hosts
Terms specific for Diners
Booking Modifications, Cancellations and Refunds, Resolution Center
Ratings and Reviews
Damage to Experience Venues, Disputes between Users
Rounding off, Currency conversion
Taxes
Prohibited Activities
Term and Termination, Suspension and other Measures
Disclaimers
Liability
Indemnification
Dispute Resolution
Feedback
Applicable Law and Jurisdiction

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General Provisions

1. Scope of BreakBread Services

1.1 The Platform is an online marketplace that enables registered users (“Users”) and certain third parties to create invitations for other Users to participate and share in meals and dining experiences at specified venues (Users and third parties who create Invitations are “Hosts” and the meals and dining experiences they invite other Users to participate in are “Experiences”, the venues where these Experiences are conducted are “Experience Venues”), to publish such invitations to participate in Experiences on the Platform (“Invitations”) and to communicate and transact directly with Users that are seeking to book such Experiences (Users participating in such Experiences are “Diners”).

1.2 As the provider of the Platform, BreakBread does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Invitations or Experiences, nor is Break Bread an organizer or retailer of Experiences. Hosts alone are responsible for their Invitations and Experiences. When Users make or accept a booking, they are entering into a contract directly with each other. BreakBread is not and does not become a party to or other participant in any contractual relationship between Users, nor is BreakBread an employment agent, food retailer, wholesaler, manufacturer or caterer. BreakBread is not acting as an agent in any capacity for any User.

1.3 While we may facilitate dispute resolution between Users, BreakBread has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Invitations or Experiences, (ii) the truth or accuracy of any Invitation descriptions, Ratings, Reviews, or other User Content (as defined below), or (iii) the performance or conduct of any User or third party. BreakBread does not endorse any User, Invitation or Experience. Any references to a User being "verified", “vetted” or any other similar language only indicates that the User has completed relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by BreakBread about any User, including of the User’s identity or background or whether the User is trustworthy, safe or suitable. Users should always exercise due diligence and care when deciding whether to participate in an Experience, accept a booking request from a Diner, or communicate and interact with other Users, whether online or in person. Verified Images (as defined below) are intended only to indicate a photographic representation of the Experience at the time the photograph was taken and are therefore not an endorsement by BreakBread of any Host or Invitation.

1.4 If you choose to use the Platform as a Host, your relationship with BreakBread is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of BreakBread for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of BreakBread. BreakBread does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the Experiences. You acknowledge and agree that you have complete discretion whether to list Invitations and Experiences or otherwise engage in other business or employment activities.

1.5 To promote the Platform and to increase the exposure of Invitations to potential Diners, Invitations and other User Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Users who speak different languages, Invitations and other User Content may be translated, in whole or in part, into other languages. BreakBread cannot guarantee the accuracy or quality of such translations and Users are responsible for reviewing and verifying the accuracy of such translations. The Platform may contain translations powered by Google or other third parties and we hereby disclaim all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.

1.6 The Platform may contain links to third-party websites or resources (“Third-Party Services”) that are subject to different terms and conditions and privacy practices. Break Bread is not responsible or liable for the availability or accuracy of such Third-Party Services, or the content, products, or services available from such Third-Party Services. Links to such Third-Party Services are not an endorsement by BreakBread of such Third-Party Services.

1.7 Due to the nature of the Internet and telephony services, BreakBread cannot guarantee the continuous and uninterrupted availability and accessibility of the Platform. BreakBread may restrict the availability of the Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Platform. BreakBread may improve, enhance and modify the Platform and introduce new BreakBread Services from time to time.

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2. Eligibility, Using the Platform, User Verification

2.1 In order to access and use the Platform or register a User Account, you must be an individual of at least 18 years of age or such other higher age of majority in accordance with your country of residence and able to enter into legally binding contracts.

2.2 BreakBread may make access to and use of the Platform by Users, or certain areas or features of the Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or a User’s booking and cancellation history.

2.3 User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any User’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Users to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Users, (ii) screen Users against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a User, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available).

2.4 Specific policies . The access to or use of certain areas and features of the Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions, before you can access the relevant areas or features of the Platform. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise in the latter terms and conditions.

2.5 Where applicable, should you access or download the Application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement. Some areas of the Platform may implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

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3. Modification of these Terms

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BreakBread reserves the right to modify these Terms at any time at its sole discretion. If we make changes to these Terms, [we will post the revised Terms on the Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective.] If you disagree with the revised Terms, you may terminate this Agreement with immediate effect, and you must stop using the Platform. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Platform will constitute acceptance of the revised Terms.

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4. Account Registration

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4.1 You must register an account ("User Account") to access and use certain features of the Platform, such as publishing or booking an Invitation. If you are registering a User Account for a business, organization or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

4.2 You can register a User Account using an email address and creating a password, or through your account with certain third-party social networking services, such as Google or Facebook ("SNS Account"). You have the ability to disable the connection between your User Account and your SNS Account at any time, by accessing the "Settings" section of the Platform.

4.3 You must provide accurate, current and complete information during the registration process and keep your User Account and public User Account profile page information up-to-date at all times. BreakBread may from time to time request for identification documents or perform any background verification and Users shall ensure that all information supplied to BreakBread is accurate, current and complete.

4.4 You may not register more than one (1) User Account unless BreakBread expressly authorizes you to do so. You may not assign or otherwise transfer your User Account to another party.

4.5 You are responsible for maintaining the confidentiality and security of your User Account credentials and must not disclose your credentials to any third party. You must immediately notify BreakBread if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised in any way or in case of any actual or suspected unauthorized use of your User Account. You are liable for any and all activities conducted through your User Account.

4.6 BreakBread may enable features that allow you to authorize other Users or certain third parties to take certain actions that affect your User Account. For example, we may enable eligible Users or certain third parties to book Invitations on behalf of other Users, or where applicable, we may enable Hosts to add other Users as co-hosts to help manage their Invitations].. These features do not require that you share your credentials with any other person. No third party is authorized by BreakBread to ask for your credentials, and you shall not request the credentials of another User.

4.7 Compliance with laws and regulations . You represent and warrant that by signing up as a User, agreeing to these Terms or by using the BreakBread platform, you shall:

a. not breach or result in the breach of any agreements you have entered into with any third parties, or any rules or regulations that you are bound by, such as applicable rules of any body corporate that manages the use of the common property, any homeowners association, any building management statement, or other agreements, laws or regulations; and

b. comply with all applicable local laws and regulations (including zoning laws, tax requirements, liquor licensing and consumption rules, health and safety regulations, and food safety regulations) and you shall where necessary have obtained all required permits, licenses and registrations.

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5. Content

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5.1 BreakBread may, at its sole discretion, enable Users to (a) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Platform ("User Content"); and (b) access and view User Content and any content that BreakBread itself makes available on or through the Platform, including proprietary BreakBread content and any content licensed or authorized for use by or through BreakBread from a third party ("BreakBread Content" and together with User Content, "Collective Content"). BreakBread has the absolute discretion to edit, modify or delete any User Content.

5.2 The Platform, Break Bread Content and User Content may in its entirety or in part be protected by copyright, trademark, and/or other laws and regulations. You acknowledge and agree that the Platform and BreakBread Content, including all associated intellectual property rights, are the exclusive property of BreakBread and/or its licensors or authorizing third-parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform, BreakBread Content or User Content. All trademarks, service marks, logos, trade names, and any other source identifiers of BreakBread used on or in connection with the Platform and BreakBread Content are trademarks and property of BreakBread. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Platform, BreakBread Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

5.3 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Platform or Collective Content, except to the extent you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by BreakBread or its licensors, except for the licenses and rights expressly granted in these Terms.

5.4 Subject to your compliance with these Terms, BreakBread grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (a) download and use the Application on your personal device(s); and (b) access and view any Collective Content made available on or through the Platform and accessible to you, solely for your personal and non-commercial use.

5.5 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Platform, you grant to BreakBread a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the Platform, in any media or platform. Unless you provide specific consent, BreakBread does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your User Content.

5.6 BreakBread may offer Hosts the option of having professional photographers take photographs of their Experiences, which are made available by the photographer to Hosts to include in their Invitations with or without a watermark or tag bearing the words ["BreakBread.com Verified Photo"] or similar wording ("Verified Images") and additional third party fees may be payable. You are responsible for ensuring that your Experience is accurately represented in the Verified Images and you will stop using the Verified Images on or through the Platform if they no longer accurately represent your Experience, if you stop hosting the Experience featured, or if your User Account is terminated or suspended for any reason. You acknowledge and agree that BreakBread shall have the right to use any Verified Images in accordance with Section 5.5 for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Invitation or otherwise, without further notice or compensation to you. Where BreakBread is not the exclusive owner of Verified Images, by using such Verified Images on or through the Platform, you grant to BreakBread an exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to use such Verified Images for advertising, marketing and/or any other business purposes in any media or platform, whether in relation to your Invitation or otherwise, without further notice or compensation to you. BreakBread in turn grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use Verified Images outside of the Platform solely for your personal and non-commercial use.

5.7 You are solely responsible for all User Content that you make available on or through the Platform. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User Content that you make available on or through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to BreakBread the rights in and to such User Content, as contemplated under these Terms; and (b) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or BreakBread's use of the User Content (or any portion thereof) as contemplated under these Terms will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

5.8 You will not post, upload, publish, submit or transmit any User Content that: (a) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (b) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (c) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (d) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (e) promotes illegal or harmful activities or substances; or (f) violates Break Bread’s Content Policy or any other BreakBread policy. BreakBread may, without prior notice, remove or disable access to any User Content that Break Bread determines to be in violation of applicable law, these Terms or Break Bread’s then-current Policies or Standards, or otherwise may be harmful or objectionable to BreakBread, its Users, third parties, or property.

5.9 BreakBread respects copyright law and expects its Users to do the same. If you believe that any content on the Platform infringes copyrights you own, please notify us at [support@breakbread.com].

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6. Service Fees

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6.1 In consideration for the use of the Platform, BreakBread may charge fees to Hosts ("Host Fees") and/or Diners ("Diner Fees") (collectively, "Service Fees").

6.2 [Any applicable Service Fees (including any applicable Taxes) will be displayed to a Host or Diner prior to publishing or booking an Invitation.] BreakBread reserves the right to change the Service Fees at any time [and will provide Users adequate notice of any fee changes before they become effective. Such fee changes will not affect any bookings made prior to the effective date of the fee change.]

6.3 You are responsible for paying any Service Fees that you owe to BreakBread. The applicable Service Fees (including any applicable Taxes) are collected by [BreakBread Payments / BreakBread UkCo]. BreakBread Payments will deduct any Host Fees from the Invitation Fee before remitting the payout to the Host. Except as otherwise provided on the Platform, Service Fees are non-refundable.

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7. Terms specific for Hosts

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7.1 Terms applicable to all Invitations

7.1.1. When creating an Invitation through the Platform you must:

provide complete, precise and accurate information about your Experience (such as Invitation description, location, date, timing and duration of the Experience, calendar availability, format of the meal, menu, ingredients used in the meal, likelihood of the presence of animals in the hosting venue, maximum number of Diners who may participate in an Experience);
disclose any deficiencies, restrictions (such as house rules) and requirements that apply (such as any minimum age, language proficiency, accessibility or fitness requirements for an Experience); and
provide any other pertinent information requested by BreakBread.

7.1.2. Hosts are solely responsible for setting the compensation sum due from each Diner (including any Taxes if applicable, or charges such as cleaning fees) relating to each Invitation (“Invitation Fee”) that shall be charged to the respective Diner(s), in respect of the time spent and ingredients purchased to prepare the Experience. Once a Diner requests a booking of a Host’s Invitation, a Host may not request that the Diner pays a higher amount than what is specified in the booking request relating to that Invitation.

7.1.3 Any terms and conditions included in your Invitation, in particular in relation to cancellations and refunds (where applicable), must not conflict with these Terms or the relevant cancellation policy for your Invitation.

7.1.4. Accepting a booking request for an Invitation. Unless a Host has allowed for an Invitation to be instantly booked by a Diner, Hosts must accept or decline any booking request submitted by a Diner in relation to an Invitation within 72 hours or such a booking request shall automatically lapse.

7.1.5. In any event, once a booking request relating to an Invitation has been accepted by a Host, an Experience shall not be cancelled by the Host except in accordance with the Cancellation Policy or a cancellation fee (“Cancellation Fee”) may be imposed. [If a Host must cancel an Experience, Hosts agree to pay a Cancellation Fee to compensate Diners and BreakBread

7.1.6. Any videos, pictures, animations or illustrations (collectively, "Images") used in your Invitations must accurately reflect the condition and quality of your Experiences. BreakBread reserves the right to require that Invitations have a minimum number of Images of a certain specifications, format, size and resolution.

7.1.7. The placement and ranking of Invitations in search results on the Platform may vary and depend on various factors, such as Diner search parameters and preferences, Host requirements, price and calendar availability, location, number and quality of Images, customer service and cancellation history, Reviews and Ratings, type of Host Service, and/or ease of booking.

7.1.8. When you accept or have pre-approved a booking request by a Diner, you are entering into a legally binding agreement with the Diner upon the terms contained in the Invitation and are required to provide your Host Experience to the Diner(s) as described in your Invitation when the booking request is made.

7.1.9. For the avoidance of doubt,[ Host Fees shall include any applicable taxes and] Hosts agree to pay BreakBread the applicable Host Fee relating to each confirmed Invitation. The balance due after the Host Fees are deducted from the Invitation Fees shall be paid to the Host after successful completion of the Experience as long as any Diner does not complain to BreakBread that the Experience was not completed in accordance with the terms of the Invitation.

7.1.10. Hosts shall obtain appropriate insurance for their Experiences. Please review any respective insurance policy carefully, and in particular make sure that you are familiar with and understand any exclusions to, and any deductibles that may apply for, such insurance policy including but not limited to whether or not your insurance policy will cover situations where Diners may suffer from harm (e.g. food poisoning) or where Hosts suffer from harm through the actions or inactions of Diners (and the individuals the Diner has booked for, if applicable) while participating in your Experience.

7.1.11. [BreakBread may, but is not obliged to, obtain third party liability insurance for which Hosts may have to pay additional fees for separately.]

7.1.12. Compliance with laws and regulations . You represent and warrant that any Invitation you post and the booking of an Experience shall:

not breach or result in the breach of any agreements you have entered into with any third parties or are bound by, such as homeowners association, condominium, or other agreements; and
comply with all applicable laws and regulations (including zoning laws, tax requirements, liquor licensing and consumption rules, health and safety regulations, and food safety regulations) and you shall where necessary have obtained all required permits, licenses and registrations.

7.1.13. As a Host, you must guarantee the safety of Diners in the premises where the Experience is conducted. You are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who reside at or are otherwise present at the venue where the Experience is conducted, excluding the Diner and any individuals the Diner invites to the Experience.

7.2 Specific Obligations and Payments to Hosts

7.2.1. Hosts agree not to draw a professional income from using BreakBread’s Website, Application and Services. All payments received by Hosts from Diners are strictly compensation for the time and expense incurred in preparation of the Experience.

7.2.2. Hosts undertake not post Invitations and organize Experiences on a regular basis so as not to be considered to be conducting any trade by the relevant authorities. If Hosts are regarded as professional chefs or conducting any other trade by the relevant authorities, Hosts shall comply with applicable regulations and account to the authorities independently for any taxes payable. Should Break Bread be liable to account to any applicable authority for any taxes or other payments due for and on behalf of Host(s), you hereby authorize BreakBread to withhold payments due to you to satisfy these obligations.

7.2.3. Hosts acknowledge and agree:

to guarantee the absolute safety of Diners with regard to the hygiene, quality and conditions of the food and drink provided during the Experience;
to inform Diners of [any accessibility or other requirements for the Experience] with ample notice;
respect and abide by all applicable laws, rules and regulations imposed by the relevant authorities whether these are fiscal, administrative, quasi-governmental or otherwise;
not to offer, propose or serve any alcohol to Diners except in accordance with applicable laws and regulations;
not to charge Diners any fees for alcoholic beverages, or charge any other kind of consideration-in-kind for such alcoholic beverages;
that their use of the Platform does not contravene or infringe any laws, regulations, agreements or third party rights;
to provide us with accurate and updated bank account details at all times; and
to accept any and all risks associated with being a Host, organizing an Experience and/or using BreakBread’s services and that BreakBread shall not be liable for any harm or damage howsoever arising. Hosts warrant that they are have adequate public liability insurance in this regard.

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8. Terms specific to Diners

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8.1 Terms applicable to all bookings

8.1.1. Subject to meeting any requirements (such as completing any identity verification processes or credit card and payment requirements) set by BreakBread and/or the Host, you can book an Invitation available on the Platform by following the respective booking process. All applicable fees, including the Invitation Fee, deposit (if applicable), Diner Feeand any applicable taxes (collectively, “Total Fees”) will be presented to you prior to booking an Invitation. You agree to pay the Total Fees for any booking requested in connection with your User Account.

8.1.2. Break Bread uses a third party (Stripe) as its payment processer who in turn may or may not use various providers, each provider controlling the terms applicable to its own payment processes. You acknowledge and agree to be bound by the terms and conditions of such third party payment processer which can be found at Terms and Conditions of Stripe), which are subject to change at any time, and it is your responsibility to periodically review the terms and relevant documentation in order to ensure that you are aware of, and comply with, the applicable requirements.

8.1.3. Upon confirmation of an Invitation booking, a legally binding agreement is formed between you and your Host, subject to any additional terms and conditions of the Host that apply, including in particular the applicable cancellation policy and any rules and restrictions specified in the Invitation. BreakBread Payments will collect the Total Fees upon confirmation of the Invitation acceptance or upon successful completion of the Experience.

8.1.4. [Once an Invitation is accepted, confirmed Experiences shall not be cancelled less than 48 hours from the commencement of the Experience or cancellation fees determined at BreakBread’s sole discretion may apply.

8.1.5. [If you book a Host Service on behalf of additional Diners, you are required to ensure that every additional Diner meets any requirements set by the Host, and is made aware of and agrees to these Terms and any terms and conditions, rules and restrictions set by the Host. You are not permitted to make a booking for an additional Diner who is a minor.]

8.2 Experience Venues

8.2.1. You understand that a confirmed booking of an Experience is a limited license granted to you by the Host to enter, occupy and use the relevant premises (“Experience Venue”) for the duration of your Experience in accordance with the terms of the Invitation.

8.2.2. You agree to leave the Experience Venue no later than the 1 hour from the time of conclusion of the Experience or such time that the Host specifies in the Invitation, whichever is the [earlier/ later]. If you stay past the agreed upon time without the Host's consent (“Overstay”), you no longer have a license to enter and occupy the Experience Venue and the Host is entitled to make you leave in a manner consistent with applicable law. In addition, you agree to pay, if requested by the Host, for each twenty-four (24) hour period (or any portion thereof) that you Overstay, an additional fee of up to five (5) times the Invitation Fee payable by you to cover the inconvenience suffered by the Host, plus all applicable Diner Fees, taxes, and any legal or administrative expenses incurred by the Host to make you leave (collectively, "Overstay Fees"). If you Overstay at an Experience Venue, you authorize BreakBread to charge and collect Overstay Fees from you.

8.3 Specific Obligations for Diners

8.3.1. You should carefully review the description of any Invitation and Experience you intend to book to ensure you (and any additional Diners you are booking for) meet any minimum age, proficiency, accessibility, fitness or other requirements which the Host has specified in their Invitation. You shall inform the Host of any dietary, medical or physical conditions, or other circumstances that may impact your and any additional Diner’s ability to participate in any Experience. You acknowledge that Hosts may not be able to cater to any special requirements even if you have informed Hosts of such requirements before commencement of the Experience.

8.3.2. In addition, certain regulations like the minimum legal drinking age in the location of the Experience, may also apply. You are responsible for identifying, understanding, and complying with all laws, rules and regulations that apply to your participation in an Experience.

8.3.3. Before and during an Experience, you must at all times adhere to the Hosts’ instructions to ensure your safety and wellbeing.

8.3.4. You shall not bring any additional individuals to an Experience unless such an individual was added by you as an additional Diner during the booking process on the Platform and the Host has been informed in advance.

8.3.5. Diners acknowledge and agree:

to give the Host ample and exhaustive notice of any allergies or dietary restrictions and to make the necessary enquiries to ensure that any food and drink offered, or any part of the Experience is safe for their own consumption;
to assume and accept any and all risk and responsibility associated with being a Guest, participating in an Experience and occupying the Experience Venue, including but not limited to the risk that other Diners or the Host may: damage your person or property, be sick and infect you; divulge and use personal information communicated to them by you (such as your name), and that BreakBread shall not be liable for any damages under any circumstances;
avoid and cancel your Invitation booking in the event that you or any of your fellow Diners are sick or ill, or have reason to suspect that there is a risk of infecting your Host and/or other Guests;
to obtain the necessary personal insurance for yourself and the other Diners you have booked for to participate in the Experience;
that the photographs and description provided by the Host or in an Invitation may not accurately represent the food, drink or Experience that you will be offered;
not to book any Invitations if they have any remaining doubts or questions after verifying details of an Invitation;
to respect the Host and other Diners and participants in the Experience and to treat other individuals in a non-discriminatory manner;
to respect the neighbors and other members of the household at the Experience Venue by not causing a nuisance, excessive noise or otherwise;
to respect all household rules imposed by the Host and to protect any animals and the property belonging to other individuals at the Experience Venue;
do all things reasonably necessary to facilitate an enjoyable Experience for others;
that in the event that you should accept an Experience booking without having obtained prior confirmation from your Host, or in the knowledge of the composition of the meal offered or of one or several of these foods or drinks, then the Invitation Fee and all other applicable fees and taxes shall remain payable. You shall not ask for a dish to be replaced and shall consume the food and drinks offered at your own risk.

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9. Booking Modifications, Cancellations and Refunds, Resolution Center

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9.1. Hosts and Diners are responsible for any modifications to a booking that they make via the Platform or direct BreakBread customer service to make ("Booking Modifications"), and agree to pay any additional Invitation Fees, Host Fees or Diner Fees, administrative fees and/or taxes associated with such Booking Modifications.

9.2. [Diners can cancel a confirmed booking up to 48 hours prior to the commencement of any Experience in accordance with the Cancellation Policy. Unless extenuating circumstances exist, any portion of the Total Fees due to the Host under the applicable cancellation policy will be remitted to the Host by BreakBread Payments pursuant to the Payments Terms.

9.3. If a Host cancels a confirmed booking prior to the commencement of the Experience, the Diner will receive a full refund of any fees paid for such booking. [In some instances, BreakBread may allow the Diner to apply the refund to a new booking, in which case BreakBread Payments will credit the amount against the Diner’s subsequent booking at the Diner’s direction. Further, BreakBread may publish an automated review on the Invitation cancelled by the Host indicating that a booking was cancelled. In addition, BreakBread may (i) keep the calendar for the Invitation unavailable or blocked for the dates of the cancelled booking, and/or (ii) impose a cancellation fee, unless the Host has a valid reason for cancelling the booking (determined at BreakBread’s sole discretion) or has legitimate concerns about the Diner’s behavior.

9.4. If the weather poses a safety risk to Diners, or if circumstances beyond the Host’s control prevents a Host from carrying out an Experience (for example, power failure), Hosts may cancel the Host Service with BreakBread’s prior approval. Hosts may also cancel the Host Service if other conditions exist that would prevent the Host from offering the Host Service safely.

9.5. In certain circumstances, BreakBread may decide, in its sole discretion, that it is necessary to cancel a pending or confirmed booking and initiate corresponding refunds and payouts. This may be (i) for reasons determined solely at BreakBread's discretion such as public health and safety concerns, or (ii) where BreakBread believes in good faith, while taking the legitimate interests of both parties into account, this is necessary to avoid significant harm to BreakBread, other Users, third parties or property, or (iii) for any of the reasons set out in these Terms.

9.6. [In the event of a dispute between a Host and Diner User, you agree to pay all amounts determined by BreakBread in its sole discretion through its dispute resolution processes or investigations (“Resolution Centre”) and you authorize BreakBread to recover such payments through your User Account.]

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10. Ratings and Reviews

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11.0. Within a certain timeframe after completing a booking, Diners and Hosts can leave a public review (“Review”) and submit a star rating (“Rating”) about each other. Ratings or Reviews reflect the opinions of individual Users and do not reflect the opinion of BreakBread. Ratings and Reviews are not verified by BreakBread for accuracy and may be incorrect or misleading.

12.0. Ratings and Reviews posted by Users must be accurate and shall not contain any offensive or defamatory language. For the avoidance of doubt, Ratings and Reviews are subject to Section 5 and must comply with BreakBread’s directions relating to content.

13.0. Users are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about another User.

14.0. Ratings and Reviews are part of a User’s public profile and may also be surfaced elsewhere on the Platform (such as the Invitation page) together with other relevant information such as number of bookings, number of cancellations, average response time and other information relating to the User’s usage of the Platform.]

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11. Damage to Experience Venues, Disputes between Users

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11.1. As a Diner, you are responsible for leaving the Experience Venue (including any personal or other property located at the Experience Venue) in the condition it was in when you arrived. You are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals or other Diners whom you invite to, or otherwise provide access to, the Experience Venue, excluding the Host (and the individuals the Host invites to the Experience Venue, if applicable).

11.2. If a Host or other User claims and provides evidence that you as a Diner have damaged an Experience Venue or any person, animal or other property at an Experience Venue ("Damage Claim"), the Host can seek payment from you through the Resolution Center. If a Host escalates a Damage Claim to BreakBread, the respective Diner(s) will be given an opportunity to respond. If you agree to pay the Host, or BreakBread determines in its sole discretion that you are responsible for such Damage Claim, BreakBread shall collect any such sums from you and/or against the outstanding payments due to you (if applicable) required to cover the Damage Claim. BreakBread also reserves the right to otherwise collect payment from you and pursue any remedies available in this regard in situations in which you are responsible for a Damage Claim.

11.3. Users agree to cooperate with and assist BreakBread in good faith, and to provide BreakBread with such information and take such actions as may be reasonably requested by BreakBread, in connection with any Damage Claims or other complaints or claims made by Users relating to (a) Experience Venues or any personal or other property located at an Experience Venue, (b) Experiences or (c) any use of the Platform. A User shall, upon BreakBread's reasonable request and at no cost to the User, participate in mediation or a similar resolution process with another User, which process will be conducted by Break Bread or a third party nominated by BreakBread or its insurer, with respect to losses for which a User is requesting payment from BreakBread and/or another User.]

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12. Rounding off

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BreakBread generally supports payment amounts that are payable from or to Diners or Hosts to the smallest unit supported by a given currency (i.e., pence, U.S. cents, Euro cents or other supported currencies). Where BreakBread’s third-party payment services provider does not support payments in the smaller unit supported by a given currency, BreakBread may, in its sole discretion, round up or round down the displayed amounts that are payable from or to Diners or Hosts to the nearest whole functional base unit in which the currency is denominated (i.e. to the nearest dollar, Euro or other supported currency); for example, Break Bread may round up an amount of $101.50 to $102.00, and round down an amount of $101.49 to $101.00.

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13. Taxes

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13.1. As a User you are solely responsible for determining your obligations to report, collect, remit or include in your Invitation Fees or otherwise any applicable VAT or other indirect sales taxes, occupancy tax, tourist or other visitor taxes or income taxes ("Taxes").

13.2. Tax regulations may require us to collect appropriate Tax information from Hosts, or to withhold Taxes from payouts to Hosts, or both. If a Host fails to provide us with the required documentation under applicable law (e.g., a tax number) that we determine to be sufficient to discharge our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to withhold payouts as required by law, until resolution.

13.3. You understand that any appropriate governmental agency, department and/or authority ("Tax Authority") where your Experience Venue is located may require Taxes to be collected from Diners or Hosts on Invitation Fees, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the Invitation Fees set by Hosts, a set amount per day, or other variations.

13.4. In certain jurisdictions, BreakBread may decide in its sole discretion to facilitate collection and remittance of Taxes from or on behalf of Diners or Hosts, in accordance with these Terms ("Collection and Remittance") if such government authority in the relevant jurisdiction asserts BreakBread or Users have a Tax collection and remittance obligation. In any jurisdiction in which we decide to facilitate direct Collection and Remittance, you hereby instruct and authorize BreakBread to collect Taxes from Diners on the Host's behalf at the time Invitation Fees are collected, and to remit such Taxes to the relevant tax authorities. BreakBread does not assume any liability for the failure of a participating User to comply with any applicable tax reporting or remittance obligations. [The amount of taxes, if any, collected and remitted by BreakBread shall be visible to and separately stated to Users on their respective transaction documents.]

13.5. Users agree that we may seek additional amounts from you in the event that the Taxes collected and/or remitted are insufficient to fully discharge your obligations to the relevant tax authorities and agree that your sole remedy for taxes collected and paid is a refund of such taxes from the applicable Tax Authority in accordance with applicable procedures set by that Tax Authority.

13.6. Break Bread reserves the right, with prior notice to Hosts, to cease the Collection and Remittance in any jurisdiction for any reason at which point Users are once again solely responsible and liable for the collection and/or remittance of any and all Taxes that may apply to Experience or Experience Venues in that jurisdiction.

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14. Prohibited Activities

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14.1. You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Platform.

14.2. In connection with your use of the Platform, you will not and will not assist or enable others to:

breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms, Policies or Standards;
use the Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies BreakBread endorsement, partnership or otherwise misleads others as to your affiliation with BreakBread;
copy, store or otherwise access or use any information, including personally identifiable information about any other User, contained on the Platform in any way that is inconsistent with BreakBread’s Privacy Policy or these Terms or that otherwise violates the privacy rights of Users or third parties;
use the Platform in connection with the distribution of unsolicited commercial messages ("spam");
offer, as a Host, any Experience Venue that you do not yourself own or have permission to make available to third parties through the Platform;
unless BreakBread explicitly permits otherwise, book any Invitation if you will not actually be using the Experiences yourself;
contact another User for any purpose other than asking a question related to a your own booking, Invitation, or the User's use of the Platform, including, but not limited to, recruiting or otherwise soliciting any User to join third-party services, applications or websites, without our prior written approval;
use the Platform to request, make or accept a booking independent of the Platform, to circumvent any Service Fees or for any other reason;
request, accept or make any payment for Invitation Fees outside of the Platform or BreakBread Payments. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold BreakBread harmless from any liability for such payment;
discriminate against or harass anyone on the basis of race, national origin, ethnicity, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, familial or parental status, income or any other individual attribute or otherwise engage in any violent, harmful, abusive or disruptive behavior;
misuse or abuse any Invitations or services associated with the Platform as determined by BreakBread in its sole discretion;
use, display, mirror or frame the Platform or Collective Content, or any individual element within the Platform, BreakBread's name, any BreakBread trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Platform, without BreakBread's express written consent;
dilute, tarnish or otherwise harm the BreakBread brand in any way, including through unauthorized use of Collective Content, registering and/or using BreakBread or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to BreakBread domains, trademarks, taglines, promotional campaigns or Collective Content;
use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Platform for any purpose;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by BreakBread or any of BreakBread's providers or any other third party to protect the Platform or otherwise;
attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform;
take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Platform; or
violate or infringe anyone else’s rights or otherwise cause harm to anyone through whatever means.

14.3. You acknowledge that BreakBread has no obligation to monitor the access to or use of the Platform by any User or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure and improve the Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Users agree to cooperate with and assist BreakBread in good faith, and to provide BreakBread with such information and take such actions as may be reasonably requested by BreakBread with respect to any investigation undertaken by BreakBread or a representative of BreakBread regarding the use or abuse of the Platform.

14.4. If you feel that any User you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you, or (iii) engages in any other intimidating or disturbing conduct, you should immediately report such person to the appropriate authorities and then to BreakBread by contacting us with your police station and report number (if available). You agree that any report you make will not obligate us to take any action (beyond that required by law, if any).

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15. Term and Termination, Suspension and other Measures

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15.1. This Agreement shall be effective from the time you access our Platform until such time when you or BreakBread terminate the Agreement in accordance with these Terms. Each time you access our Platform, you are renewing your agreement to be bound by these Terms.

15.2. You may terminate this Agreement at any time by giving us thirty (30) days’ notice and sending us an email at support@breakbread.com. If you cancel your User Account as a Host, any confirmed booking(s) will be immediately cancelled and your Diners will not be charged. If you cancel your User Account as a Diner, any confirmed booking(s) will be automatically cancelled and any refund (where applicable) will depend upon the terms of the Invitation’s cancellation policy.

15.3. Without limiting our rights specified below, BreakBread may terminate this Agreement for any reason at any time by giving you thirty (30) days' notice via email to your registered email address.

15.4. BreakBread may immediately, without notice, terminate this Agreement and/or stop providing access to the Platform if (i) you have breached your obligations under these Terms, the Payments Terms, our Policies or Standards; (ii) you have violated applicable laws, regulations or third party rights; (iii) BreakBread believes in good faith that such action is reasonably necessary to protect the personal safety or property of BreakBread, its Users, or third parties (for example in the case of fraudulent behavior of a User); or (iv) you do not comply with BreakBread’s directions in relation to the use of the Platform or Services.

15.5. In addition, BreakBread may take any of the following measures (i) to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body, or if (ii) you have breached these Terms, the Payments Terms, our Policies or Standards, applicable laws, regulations, or third party rights, (iii) you have provided inaccurate, fraudulent, outdated or incomplete information during the User Account registration, Invitation process or thereafter, (iv) you and/or your Invitations or Experiences at any time fail to meet any applicable quality or eligibility criteria, (v) you have repeatedly received poor Ratings or Reviews or BreakBread otherwise becomes aware of or has received complaints about your performance or conduct, (vi) you have repeatedly cancelled confirmed bookings or failed to respond to booking requests with or without reason, or (vii) Break Bread believes in good faith that such action is reasonably necessary to protect the reputation, personal safety or property of BreakBread, its Users, or third parties, or to prevent fraud or other illegal activity:

refuse to surface, delete or delay any Invitations, Ratings, Reviews, or other User Content;
cancel any pending or confirmed bookings;
limit your access to or use of the Platform;
temporarily or permanently revoke any special status associated with your User Account;
temporarily or in case of severe or repeated offences permanently suspend your User Account and stop providing access to the Platform.

In case of non-material breaches and where appropriate, you will be given notice of any intended measure by BreakBread and an opportunity to resolve the issue to BreakBread's reasonable satisfaction.

15.6. If we take any of the measures described above (i) we may refund your Diners in full for any and all confirmed bookings that have been cancelled, irrespective of pre-existing cancellation policies or terms of the Invitation, and (ii) you will not be entitled to any compensation for pending or confirmed bookings that were cancelled.

15.7. When this Agreement has been terminated, you are not entitled to a restoration of your User Account or any of your User Content. If your access to or use of the Platform has been limited or your User Account has been suspended or this Agreement has been terminated by us, you may not register a new User Account or access and use the Platform through an User Account of another User.

15.8. Sections 5 and 16 to 22 of these Terms shall survive any termination or expiration of this Agreement.

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16. Disclaimers

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16.1. If you choose to use the Platform or Collective Content, you do so voluntarily and at your sole risk. The Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.

16.2. You agree that you have the necessary opportunity to investigate the BreakBread Services, laws, rules, or regulations that may be applicable to your Invitations and/or Experiences you are providing or receiving and that you are not relying upon any statement of law or fact made by BreakBread relating to an Invitation.

16.3. If we choose to conduct identity verification or background checks on any User, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a User or guarantee that a User will not engage in misconduct in the future.

16.4. You agree that some Experiences may carry inherent risk, and by participating in such services, you choose to assume those risks voluntarily. For example, some Experiences may carry risk of illness, bodily injury, disability, or death (for example choking or allergic reactions), and you freely and willfully assume those risks by choosing to participate in those Experiences. You assume full responsibility for the choices you make before, during and after your participation in an Experience. If you are bringing an additional Diner to an Experience, you are solely responsible for the supervision of that additional Diner throughout the duration of the Experience and to the maximum extent permitted by law, you agree to release and hold harmless BreakBread from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to the additional Diner(s) during the Experience or in any way related to your Experience.

16.5. The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

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17. Liability

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17.1. You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Platform and Collective Content, your publishing or booking of any Invitation via the Platform, your presence at any Experience Venue, participation in any Experience or any other interaction you have with other Users whether in person or online remains with you.

17.2. Neither BreakBread nor any other party involved in creating, producing, or delivering the Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) from the use of or inability to use the Platform or Collective Content, (iii) from any communications, interactions or meetings with other Users or other persons with whom you communicate, interact or meet with as a result of your use of the Platform, or (iv) from your publishing or booking of an Invitation, including the provision, participation or use of an Experience, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not BreakBread has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.

17.3. [Except for our obligations to pay amounts due to applicable Hosts pursuant to these Terms, in no event will BreakBread’s aggregate liability arising out of or in connection with these Terms and your use of the Platform including, but not limited to, from your publishing or booking of any Invitations via the Platform, or from the use of or inability to use the Platform or Collective Content and in connection with any Experience Venue, Experiences or interactions with any other Users, exceed the amounts you have paid BreakBread or owe for bookings via the Platform as a Diner in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Host, the amounts paid by that particular Host to BreakBread in the twelve (12) month period prior to the event giving rise to the liability, as applicable. The limitations of damages set forth above are fundamental elements of the basis of the bargain between BreakBread and you.]

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18. Indemnification

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To the maximum extent permitted by applicable law, you agree to release, defend (at BreakBread’s option), indemnify, and hold BreakBread and its affiliates and subsidiaries, including but not limited to [BreakBread UkCo] and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Terms or our Policies or Standards, (ii) your improper use of the Platform or any BreakBread Services, (iii) your interaction with any User, entry and stay at an Experience Venue or participation in an Experience including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, visit, participation or use, (iv) BreakBread’s Collection and Remittance of Taxes, (v) your breach of any laws, regulations or third party rights, or (vi) your failure to comply with any directions from BreakBread.

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19. Dispute Resolution and Arbitration Agreement

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19.1. Overview of Dispute Resolution Process. BreakBread is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom Section 19.1 applies: (1) an informal negotiation directly with BreakBread’s customer service team, and (2) a binding arbitration administered by the DIFC-LCIA Arbitration Centre in Dubai [· ] [2].

19.2. Pre-Arbitration Dispute Resolution and Notification . Prior to initiating an arbitration, you and BreakBread each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Break Bread’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.

19.3. Agreement to Arbitrate. You and BreakBread mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or to the use of the Platform, the Experiences or the Collective Content (collectively, “Disputes”) will be settled by binding individual arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and BreakBread agree that the arbitrator will decide that issue.

19.4. Exceptions to Arbitration Agreement. You and BreakBread each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

19.5. In the event of a dispute arising out of or relating to this contract, including any question regarding its existence, validity or termination, the parties shall first seek settlement of that dispute by mediation in accordance with Clause 19.2 above. If the dispute is not settled by mediation within 30 days of the commencement of the mediation, or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the Arbitration Rules of the DIFC-LCIA Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause.

The language to be used in the mediation and in the arbitration shall be English.
The governing law of the contract shall be the substantive law of England and Wales.
In any arbitration commenced pursuant to this clause,
1. the number of arbitrators shall be [one/three]; and
2. the seat, or legal place, of arbitration shall be [Dubai, UAE] .

19.6. Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

19.7. No Class Actions or Representative Proceedings. You and BreakBread acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class User in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding as to all Disputes. Further, unless you and Break Bread both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If the “class action lawsuit” waiver or the “class-wide arbitration” waiver in this Section 19.11 is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute and the Dispute must proceed in court. If the “private attorney general action” waiver or the “representative proceeding” waiver in this Section 19.11 is held unenforceable with respect to any Dispute, those waivers may be severed from this Arbitration Agreement and you and BreakBread agree that any private attorney general claims and representative claims in the Dispute will be severed and stayed, pending the resolution of any arbitrable claims in the Dispute in individual arbitration.

19.8. Severability . In the event that any portion of this Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

19.9. Changes . Notwithstanding the provisions of Section 3 (“Modification of these Terms”), if BreakBread changes this Section 19 (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to support@breakbread.com) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of BreakBread’s email to you notifying you of such change. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and BreakBread (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and BreakBread.

19.10. Survival. This Section 19 will survive any termination of these Terms and will continue to apply even if you stop using the Platform or terminate your User Account.]

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20. Feedback

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We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Platform (“Feedback”). You may submit Feedback by emailing us, through the “Contact” section of the Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.]

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21. Applicable Law and Jurisdiction

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These Terms will be interpreted in accordance with English law, without regard to conflict-of-law provisions.

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22. General Provisions

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22.1. Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire Agreement between BreakBread and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between BreakBread and you in relation to the access to and use of the Platform.

22.2. No joint venture, partnership, employment, or agency relationship exists between you and BreakBread as a result of this Agreement or your use of the Platform.

22.3. These Terms do not and are not intended to confer any rights or remedies upon any person other than Hosts and Diners.

22.4. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions.

22.5. Break Bread’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

22.6. You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without BreakBread's prior written consent. BreakBread may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 14 days prior notice. Your right to terminate this Agreement remains unaffected.

22.7. Unless specified otherwise, any notices or other communications to Users permitted or required under this Agreement, will be provided electronically and given by BreakBread via email, Platform notification, or messaging service (including SMS and WeChat).

22.8. If you have any questions about these Terms please email us at [support@breakbread.com].