Foster ATX Terms of Use

The following terms and conditions constitute a legally binding agreement between Foster ATX, LLC, a Texas limited liability company (“Company” or “We”) and you (“You”), and govern your use of the website www.fosteratx.com (the “Site” and/or events associated with such website (collectively “Foster ATX” or the “Service”) and the services and events associated therewith, whether your use of Foster ATX is as Guest, Host, Chef, Musician or Venue.


1. Definitions

As used in these Terms of Use, the following terms have the meanings specified or referred to in this Section 1: “Chef” – an individual wishing to plan and prepare a Food Event (as defined below). A Chef may also act as a Host (as defined below). “Guest” – an individual wishing to attend a Food Event or Music Event (as defined below). “Host” – an individual wishing to hold private dinner parties (“Food Events”) or private music events (“Music Event”) (Food Events and Music Events are referred to collectively hereinafter as “Events”). “Musician” – an individual wishing to perform at a Music Event. A Musician may also act as a Host. “User” – an individual registering for the Service, whether as a Guest, Host, Chef, Musician, or a business organization registering for the Service as a Venue. “Venue” - a business location wishing to hold Food Events or Music Events.

2. Description of the Service

Foster ATX is a collaborative online platform for Musicians, Chefs, Hosts, Guests and Venues. Foster ATX is not an owner or operator of food establishments and does not cook or provide food materials for Chefs. Chefs have the sole and ultimate responsibility for compliance with all laws, regulations and other obligations regarding the meals. Foster ATX’s role is solely to facilitate the availability of Events. Similarly, Foster ATX is not a contracting agent or representative of any Chef or Musician. Instead, Foster ATX’s role is solely to facilitate the availability of the Host location or Venue for Guests and to provide services related thereto. Foster ATX cannot and does not control the content contained in any meals and the condition, legality or suitability of any meals.

3. Guests

To join as a Guest on the Service, you may register directly by providing us with several details about yourself, including your real name and active email address. You may also join through a third-party account (e.g. Facebook). In the event that you register for the Service with a third-party account, you hereby grant us permission to access and use your information through that account, as permitted by that thirdparty service, and to store your login credentials for that account to enable the Service. Information included in your profile that is marked as public shall be available to other Users on the Service and to all Internet users. The Company has no control over the conduct of any Hosts, Chefs, Musicians, Venues or other Guests. Guests accordingly are advised to carefully and thoroughly examine and check with their respective Hosts regarding all aspects of the Event.

4. Hosts/Chefs/Musicians

In order to become a Host, Chef, or Musician, the first step is to enter the requested information in the applicable registration segment on the Service’s website. The Company will respond to your application and may request additional information, which may include but shall not be limited to a telephonic or in-person meeting, review of existing social media accounts, an on-site visit by a Company representative to your proposed location, credit check, other background check, etc. (collectively an “Intake Review”); provided, however, that: a) the Company is not obligated to perform any Intake Review; and b) if the Company chooses to perform any Intake Review, the details of such review shall be determined by the Company in its sole discretion. You hereby consent to the Company performing an Intake Review as stated above. Information included in your profile that is marked as public shall be available to other Users on the Service and to all Internet users. As a verified Host, you may create Events. To this end, you will be asked a variety of questions about the event to be listed, including, but not limited to, the location, capacity, menu (if applicable), date, and pricing and related rules and financial terms. In order to be featured in Events via the Site, all events must have a valid physical address and must be listed two (2) weeks prior to the event. Events will be made publicly available via the Site. Other members will be able to book your event via the Site. You understand and agree that once a User (as defined below) requests a seat at an Event, the price for such booking may not be altered. You will define, and may supply the content and images to describe and illustrate, your Event and its terms, by completing and submitting, or authorizing an agent to complete and submit our online form located at www.fosteratx.com/___ (accessible with an account). Submission of a request does not obligate Foster ATX to accept the request or any of its contents nor to promote the Event. You are responsible and liable for all Event content and terms, and for our or any Guest’s use or reliance on such content and terms. If we accept your request, we may promote the Event using any method and through any medium that we deem appropriate in our sole discretion, including through email, Facebook, Twitter, mobile applications and any other type of electronic interface or distribution channel owned. When you create an Event you may also choose to include certain requirements which must be met by the Guests who are eligible to request a booking of your Event, including, but not limited to, requiring Guests to have a profile picture or verified phone number, in order to book your Event. Any Member wishing to book Events that include such requirements must meet these requirements. As a verified Host, Foster ATX may make certain tools available to you to help you make informed decisions about which Guests you choose to confirm for your events. You acknowledge and agree that, as a Host/Chef/Musician, 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 Event at your request or invitation. It is the responsibility of the Host to assure that an Event is conducted in compliance with all applicable laws, rules, and regulations, including any tax obligations.

5. Venues

Musicians and Chefs have the option to partner with a local Venue to hold their Events. In this case, the Musician/Chef are responsible for the partnership logistics with the Venue prior to the Event and Foster ATX is not held responsible. Venues will receive 10% of each ticket sold to cover costs. Venues will receive this compensation within 5 days following their food or music gathering.

6. Accurate Information; Passwords

When registering for the Service, all Users: a) must provide the Company only with true, accurate, and complete information; and b) must not disclose the username and password that you choose as part of the registration process to any third party. As a Guest or as a Host, you will be able to edit your personal profile information at any point, adding or removing any information as you see fit. Information included in your profile which is marked as public shall be available to other Users on Foster ATX and all Internet users.

7. Reservation and Billing Arrangements

As a registered User, each Guest is welcome to make an online Reservation for any Event listed on Foster ATX ("Reservation"). At the time of placing your Reservation, you must provide payment information, either by means of credit card or PayPal to Foster ATX or its third party payment processor. You agree to pay Foster ATX for any confirmed bookings made in connection with your Foster ATX Account in accordance with these Terms by one of the methods described on the Site. The cost to each Guest shall be the amount stated in the Event listing on the Service plus a Reservation fee of ten percent (10%) plus taxes if applicable. You hereby authorize the collection of such amounts by charging the credit card provided as part of requesting the booking, either directly by Foster ATX or indirectly, via a third party online payment processor or by one of the payment methods described on the Site. If you are directed to Foster ATX’s third party payment processor, you may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices. Please review such terms and conditions and privacy policy before using the services. Once your confirmed booking transaction is complete you will receive a confirmation email summarizing your confirmed booking.

8. Guest Conduct

Guests agree that a confirmed reservation is merely a license granted by the Host or Venue to the Guest to enter and attend the Event for the limited duration of the confirmed reservation and in accordance with the Guest's agreement with the Host or Venue. Guests further agree: • To arrive on time and at the stated location; no reschedules or credits will be offered. • Not to cause disruption to other people at the Event; you may be ejected from the Venue if, in the reasonable opinion of the Host or Venue, you are a risk to the safety of others at the Event and/or may affect the enjoyment of others at the Event. Examples include being (or appearing to be) drunk, incapable, intoxicated or under the influence of illegal drugs, abusive, threatening, or carrying or having on your person any of the prohibited items set out in breach of any of these Terms of Use. • To leave the Host or Venue location no later than the Event end time that the Host or Venue specifies or such other time as mutually agreed upon between the Host or Venue and Guest, and to leave quietly in consideration of people living in and around the vicinity. • To be responsible for your own acts and omissions and to be responsible for the acts and omissions of any individuals who you invite to, or otherwise provide access to, the Event. Guests further agree not to cause any damage to the person or property of the Host, Venue, Chef, Musicians and other Guests. In the event that any of the foregoing claim otherwise and provide evidence of damage, you agree to pay the cost of replacing the damaged items with equivalent items. After being notified of the claim and given forty eight (48) hours to respond, Foster ATX shall, on behalf of the Host, charge the payment to the credit card on file in your Foster ATX Account, and you and the Host expressly authorize Foster ATX to do so. If we are unable to charge the credit card on file or otherwise collect payment from you, you agree to remit payment for any such damage to the applicable party.

9. Payments to Hosts/Chefs/Musicians/Venues

For Food Events where the Host also serves as Chef, the Company will make payment to the Host of eighty five percent (85%) of the stated Event price per person, less taxes if applicable. For Food Events where different individuals serve as Host and Chef: a) the Company will make payment of ten percent (10%) of the stated Event price to the Host and seventyfive percent (75%) of the stated Event price to the Chef, as applicable; and b) for events occurring at a Venue, the Company will make payment of fifteen percent (15%) of the stated Event price to the Venue and seventy-five percent (75%) of the stated Event price to the Chef or Musician, as applicable.

For Music Events where the Host also serves as Musician, the Company will make payment to the Host of sixty percent (60%) of the stated Event price per person, less taxes if applicable. For Music Events where different individuals serve as Host and Musician: a) the Company will make payment of ten percent (10%) of the stated Event price to the Host and fifty percent (50%) of the stated Event price to the Musician, as applicable; and b) for events occurring at a Venue, the Company will make payment of ten percent (10%) of the stated Event price to the Venue and fifty (50%) of the stated Event price to the Musician, as applicable.

In all cases: a) the applicable payments will be transferred by the Company within five (5) business days of the Event; and b) if a Guest lodges a complaint about such Event, and the Company believes that such Event was not compatible with the Company’s standards of service or was due to any misconduct of the Host, Chef, or Musician, the Company in its sole discretion reserves the right to retain and/or charge back from Hosts, Chefs, and/or Musicians the applicable amount(s). Hosts/Chefs/Musicians/Venues are solely responsible to determine the applicable taxes related to an Event and are hereby required to comply with the applicable tax laws and pay all taxes, including sales and uses taxes, goods and services taxes, and other similar municipal, state, and federal indirect or other withholding taxes imposed and levied in connection with Reservations made of their respective Events via the Service or the payment thereof and they represent and warrant that they will pay such taxes in compliance with the applicable tax law. If a Host fails to pay such taxes or to comply with any provisions of applicable tax laws, Foster ATX may prevent such Hosts from publishing Events and using the Service.

10. Cancellation of Reservation

If a Reservation is cancelled by a Guest at least forty-eight (48) hours prior to the starting time of the applicable Event, the Host shall not be paid any of the Reservation Amount and the Guest shall be reimbursed the full Reservation Amount less any commissions and fees paid by the Company related to that Event. If a Reservation is cancelled by a Guest less than forty-eight (48) hours before the applicable Event, the Guest shall not be entitled to any return, credit, or reimbursement. The Company reserves the right to cancel a Reservation at any time upon returning full refund of Reservation Amount to the Guest. In the event that a Host cancels a Guest’s Reservation to participate in an Event, the Company will credit Guest with the full Reservation Amount such Guest has paid to Foster ATX. Company reserves the right to charge the canceling Host with the Reservation Fees collected. Foster ATX will refund the Total fees for such booking to the applicable guest within a commercially reasonable time of the cancellation. Foster ATX shall not bear any liability for any cost, expense, loss or damage that you may suffer or incur as a result of Host’s or Guest’s cancelation of a Reservation of an Event.

11. Minors

To enjoy the Service in any capacity you must be over the age of twenty-one. By registering with the Service, you affirm that you are twenty-one years of age or older. We reserve the right to request proof of age from anyone using the Service at any time to verify that minors under the age of twenty-one are not using the Service. In the event that it comes to our knowledge that a person under the age of twenty-one is using the Service, we will prohibit and block such User from accessing the Service and will make all efforts to promptly delete any personal information with regard to such User.

12. Compliance with Law

All Users agree to comply with all applicable laws, statutes, regulations and ordinances (collectively “Laws”), and further agree not to use the Service for any illegal, unlawful or unauthorized purpose. In connection with the foregoing agreements, as a Chef, Host, Venue, or Musician, such applicable Laws may include provisions relating to or restricting the operation of dining or food establishments and/ or the service of alcohol. The Service is not intended to permit Hosts or Venues to operate food establishments when not permitted.

13. Use Restrictions

You agree that neither you nor anyone on your behalf will at any time: • Use the Service in connection with any form of spam, unsolicited mail, or similar conduct; • Allow access to your account to anyone other than yourself, including, without limitation, any persons under the age of twenty-one. You accept full responsibility for any unauthorized use of the Service on your behalf, including by minors; • Use the Service for any purpose, whether personal or commercial, other than the intended use; • Interfere with or violate other Users' rights to privacy and other rights, or harvest or collect data and information about other Users, whether manually or automatically; • Post, publish, or otherwise make available through the Service any content or information that is abusive, harassing, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable or offensive; • Provide false, inaccurate, or misleading information to the Service; • Transmit, distribute, display, or otherwise make available through the Service any content that may infringe third party rights, including Intellectual Property rights and privacy rights; • Interfere with or disrupt the operation of the Service, including but not limited to taking any action that imposes, or may impose an unreasonable or disproportionately large load on our platform infrastructure; • Bypass any measures we may use to prevent or restrict access to the Service; • Copy, distribute, sublicense, make available, modify, alter, adapt, make, translate, reverse engineer, decompile, or disassemble any portion of the Service in any way; • Register for more than one Foster ATX Account or register for a Foster ATX Account on behalf of an individual other than yourself; or • As a Host, submit any Event with false or misleading information, including but not limited to false or misleading price information, or submit any Event with a price that you do not intend to honor.

14. Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and Services ("Feedback"). You may submit Feedback by emailing us via the Site. You acknowledge and agree that all Feedback will be the sole and exclusive property of Foster ATX and you hereby irrevocably assign to Foster ATX and agree to irrevocably assign to Foster ATX all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein.

15. Donations

Some Hosts may pledge to donate a portion of the funds they receive from Events offered via the Site or Services to a particular cause or charity. We do not control, and will not take any responsibility or liability for such donations, whether the Host does in fact make the donation he or she pledged to make.

16. Intellectual Property Rights

You acknowledge and agree that the “Intellectual Property” (as defined below) of Foster ATX remains the sole property of Foster ATX, and that no right of use, license, or interest in such property is created by these Terms or by your use of the Service except to the extent such rights of use are specifically stated in these terms. You further agree that you will not remove or delete any copyright or trademark notices, restrictions, and signs indicating proprietary rights of the Service contained in or accompanying the content included in the Service, and that you will abide by all applicable laws in this respect. For purposes of this Agreement, “Intellectual Property” means all inventions, patents, patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs, specifications, methods, procedures, algorithms, technical data, other data, interfaces, interactive features, and software whether in source or object code, related to the Service, other than User Content. Foster ATX may photograph and/or record Guests engaging in an Event, and any such image, recording or video (collectively “Recording”) will be owned exclusively by Foster ATX. You agree that to the extent that your name, likeness, biography and/or voice appears in any such Recording, you grant to Foster ATX an unrestricted, perpetual, worldwide right to use your Image as contained in the Recording in all media now known and later developed for any purpose, including for the purpose of promoting the Site and Services.

17. User Content

Foster ATX allows you to upload, post, publish, and make available your own copyrightable materials such as text, images, photos, and videos ("User Content"). You represent and warrant that you are the rightful owner of the User Content you upload to the Service or that you have and will continue to have all the necessary licenses, rights, and consents that are required to use, and enable Foster ATX to use, the User Content you upload and that such User Content does not infringe any third party's copyright or other rights. When you upload, post, publish, or make available any User Content, you grant to the Company an irrevocable, perpetual, non-exclusive, royaltyfree, transferable, assignable, sub-licensable, and worldwide license, to use, reproduce, distribute, transmit, make derivative works of, display, copy, make available to the public, and perform that User Content.

18. Third Party Web Sites

The Site and Service may contain links to third-party websites or resources. You acknowledge and agree that Foster ATX is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Foster ATX of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.

19. Privacy Policy

We respect your privacy and are committed to protect the information you share with us. You may have designated certain of your information as public when you register for the Service, and your information may be shared with Hosts and vice versa in order to facilitate the Service. In addition, Foster ATX may disclose any of your information if we believe in good faith that it is reasonably necessary: a) to respond to subpoena, government request, or other applicable law, regulation, or legal process; b) to respond to claims asserted against Foster ATX, c) to enforce or administer our agreements with users, such as these Terms, d) for fraud prevention, risk assessment, investigation, customer support, product development and debugging purposes, or e) to protect the rights, property or safety of Foster ATX, its users, or members of the public. Except for the foregoing limited circumstances, we will not share your personal information with other Users or other third parties.

20. Reporting

If you use the service of a Host or provide a service to any Guest who you feel is acting or has acted inappropriately, including but not limited to offensive, violent or sexually inappropriate behavior, who you suspect of stealing from you, or who engages in any other disturbing conduct, you should immediately report such person to Foster ATX, and as appropriate you may also report such person to appropriate authorities. Foster ATX reserves the right, at any time and without prior notice, to remove or disable access to any User Content that Foster ATX, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site or the Service. Both Hosts and Guests agree to cooperate with and assist Foster ATX in good faith, and to provide Foster ATX with such information and take such actions as may be reasonably requested by Foster ATX, in connection with any complaints or claims made by Users relating to Events or any personal or other property located at an Event location or with respect to any investigation undertaken by Foster ATX or a representative of Foster ATX regarding use or abuse of the Site or the Services.

21. Disclaimer and Exclusion of Warranties

The Company has no control over the conduct of any Hosts, Venues, Chefs, Musicians or Guests, and disclaims all liability in this regard; participating in Events is entirely at the risk of all Users. We do not accept any liability for any loss, damage, cost, or expense that you may suffer or incur as a result of or in connection with your use of the Service or your participation in any Event. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: A) WARRANTIES REGARDING THE QUALITY OF AN EVENT; B) WARRANTIES REGARDING THE ACCURACY, COMPLETENESS OR TRUTHFULNESS FO ANY CONTENT OBTAINED THROUGH THE SITE OR SERVICE; C) WARRANTIES OF TITLE OR NON-INFRINGEMENT; OR D) IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

22. Exclusion of Damages; Limitation of Liability

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTIONS RESULTING FROM OR ARISING OUT OF THE SERVICE OR ANY EVENT, OR THE USE OR INABILITY TO USE THE SERVICE, REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIABILITY OF THE COMPANY SHALL NOT EXCEED THE AMOUNT PAID TO THE COMPANY BY THE INDIVIDUAL ASSERTING LIABILITY OF THE COMPANY.

23. Changes to the Service

THE COMPANY MAY CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE, AND MAKE ANY OTHER CHANGES TO THE SERVICE AT ANY TIME, INCLUDING BUT NOT LIMITED TO: A) CHANGES IN PRICING STRUCTURE; B) IMPLEMENTING CHARGES FOR ASPECTS OF THE SERVICE FOR WHICH THE COMPANY DID NOT PREVIOUSLY IMPOSE A CHARGE; AND C) DISCONTINUE DISPLAYING OR PROVIDING ANY CONTENT OR FEATURES; IN EACH CASE WITHOUT NOTICE TO YOU.

24. Amendments to these Terms

The Company may change these Terms from time to time in its sole discretion. Such amendments may take effect immediately upon placement of the updated Terms on the Foster ATX website or at such other time as determined by the Company in its sole discretion. You hereby agree and acknowledge to accept and to be bound by any of the changes made in the Terms; your continued use of the Service after such changes will constitute your acceptance to the new Terms.

25. Account Access

At any time, the Company may block your access to the Service and/or temporarily or permanently limit, suspend, or terminate your personal profile, at its sole discretion and without notice, in addition to any other remedies that may be available to the Company under any applicable law, if the Company determines in its sole discretion that you have breached any of these Terms in any manner.

26. Service Termination

The Company may at any time, at its sole discretion and without notice, cease the operation of the Service or any part thereof, temporarily, or permanently. You agree and acknowledge that the Company does not assume any responsibility with respect to, or in connection with the termination of operation of the Service and loss of any data, including User Content, as a result, as long as your pending Reservation is handled properly.

27. Other Representations and Warranties

You hereby represent and warrant as follows: a) You possess the legal authority to enter into these Terms and to form a binding agreement under any applicable law, to use Foster ATX in accordance with these Terms, and to fully perform your obligations hereunder; and b) your agreement to these Terms does not and will not violate any other agreement to which you are bound or any law, rule, regulation, order, or judgment to which you are subject.

28. Governing Law and Jurisdiction

These terms and conditions shall be interpreted under the laws of the State of Texas without regard to the conflict of law rules of any state. Any dispute arising out of or related to your use of Foster ATX will be subject to the exclusive jurisdiction of the state courts of Travis County, Texas, and the federal court for the Western District of Texas, Austin Division. You hereby irrevocably consent to such personal jurisdiction and waive all objections thereto.

29. Indemnification

You agree to release, defend, indemnify, and hold Foster ATX and its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal fees, arising out of or in any way connected with (a) your access to or use of the Site or the Service or your violation of these Terms; (b) your User Content; and (c) your (i) interaction with any Member, (ii) booking of an Event, (iii) creation of an Event, (iv) the use, condition or rental of an Event by you, including, but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a rental, booking or use of an Event, or (v) injuries, damages or other claims to any persons present at an Event.

30. General

If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, that provision will be deemed severed from these Terms and will not affect the validity and enforceability of all remaining provisions, which shall remain in full force and effect. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. These Terms constitute the entire terms and conditions between you and the Company relating to the subject matter hereof and supersede any and all prior or contemporaneous discussions, understandings, representations, and agreements, whether written or oral, with regard to the subject matter hereof.