EXHIBIT “A”

HONEST KITCHENS LLC’s
TERMS AND CONDITIONS

The Terms and Conditions (“Terms and Conditions”) shall be fully incorporated into any purchase order, sales agreement, sales contract, or any other agreement, oral or written, wherein Honest Kitchens LLC, a Virginia limited liability company, or Honest Kitchens LLC, a Georgia limited liability company (individually and collectively referred to as “Honest Kitchens”) provides any services or products to customer or client (“Client”).

By accepting any product or service from Honest Kitchens, Client explicitly agrees to the following Terms and Conditions:

  1. Acceptance.  By accepting Honest Kitchens’s products or by utilizing Honest Kitchens’s services, Client accepts these Terms and Conditions. To the extent these Terms and Conditions were unknown to Client at the time Client entered into an agreement with Honest Kitchens (e.g., the products were shipped to you per an oral request), then Client’s acceptance of Honest Kitchens’s products and/or services shall nevertheless constitute an acceptance of these Terms and Conditions. To the extent Client rejects such Terms and Conditions, Client must (a) immediately return any product received within five (5) business days, and (b) provide written notice to Honest Kitchens of Client’s rejection of these terms.
  2. Superiority.  To the extent that any conflict exists between the provisions executed in writing by Honest Kitchens in any agreement with Client and these Terms and Conditions, the provisions of any said Agreement shall be deemed controlling.  To the extent that any conflict exists between any other agreement, including but not limited to any purchase order or request, then these Terms and Conditions shall be deemed controlling.
  3. Covered Services. It is understood that these Terms and Conditions apply to any and all services or products provided by Honest Kitchens to Client. This explicitly includes any future, additional, or subsequent services or products provided by Honest Kitchens to Client beyond those contemplated in any original agreement.
  4. Payment. Invoices shall be payable promptly upon any due date specified on any invoice. To the extent no due date is specified, payment must be provided within 30 days from the date of the invoice. Invoices shall be provided monthly.
  5. No Set-Off. Under no circumstances whatsoever may client claim a deduction or a set-off to the price of Honest Kitchens’s products without prior written agreement by Honest Kitchens.
  6. Late Payments.  Late payments will incur a monthly late fee of five per cent (5%) of the outstanding balance, compounded monthly.
  7. Risk of Loss. All products are provided FOB Shipping Point. Client is responsible for all shipping costs and Client takes responsibility for all products when said product leaves Honest Kitchens’s premises. Client may choose to insure the products at Client’s expense or forgo insuring the products at Client’s own peril.
  8. Dispute resolution. Client agrees to provide Honest Kitchens with written notice of any dispute, claim, or controversy, of any sort or nature, arising out of any of Honest Kitchens’s products or services, or otherwise relating to Honest Kitchens, within six (6) months after any such claim, dispute, or controversy arises.  Client must provide written notice via certified mail, return receipt requested, to: Heidari Power Law Group LLC, P.O. Box 79217, Atlanta, Georgia 30357. Any failure to strictly follow the procedures delineated in this section shall constitute an unconditional waiver of any dispute, claims, or controversy that may exist or Client may have against Honest Kitchens, its affiliates, subsidiaries, parent entity, licensors, licensees, owners, shareholders, officers, directors, employees, contractors, and agents. Client agrees to pay Honest Kitchens’s reasonable attorneys’ fees for defending a lawsuit in which the dispute resolution procedure, as defined in this section, has not been strictly followed.
  9. Modification of Services as needed. Honest Kitchens shall be able to modify its products or services, as it determines in Honest Kitchens’s sole discretion, at any time. Client shall have no basis to believe that any Honest Kitchens product or service shall be identical or similar in the future.
  10. Inspection. Client may choose to inspect, at Client’s own expense, any products prior to shipment, and be present upon loading and freight of said products.  Accordingly, Client expressly waives any argument that the products received from Honest Kitchens are non-confirming goods, or otherwise raise any objection to the fact that Honest Kitchens has modified its product or service.
  11. Force Majeure. Honest Kitchens will not be liable for loss, damage, or delay caused by strikes or labor difficulties, lockouts, acts or omissions of any governmental authority, insurrection, riot, war or similar hostility, fires, floods, acts of God, breakdown of essential machinery, accidents, cargo or material shortages, delays in transportation, inability to obtain labor, materials or parts from usual sources or otherwise due to causes beyond  Honest Kitchens’s control. In the event of any such delay, any performance by Honest Kitchens will be postponed by such length of time as may be reasonably necessary under the circumstances
  12. Intellectual Property. Client warranties and represents that any intellectual property Client requests Honest Kitchens utilize is duly owned or licensed by Client, and that Client has all rights to request Honest Kitchens to utilize said intellectual property. Said intellectual property includes, but is not limited to, any packaging or recipes.
  13. Notification of Grievance. In the event Client is unhappy, believes any product is defective, or is otherwise dissatisfied in any way, shape, or form, with any product received, Client must immediately notify Honest Kitchens no later than fifteen (15) days after receipt of product. Client’s failure to notify Honest Kitchens shall constitute an unequivocal waiver, and shall be deemed to constitute Client’s unequivocal acceptance of the goods or services.
  14. Sole Remedy for Product.  Upon notice to Honest Kitchens that Client is unhappy, believes any product is defective, or is otherwise dissatisfied in any way, shape, or form, with any product received, Honest Kitchens and Client shall endeavor to resolve said dispute. Upon written authorization and consent from Honest Kitchens, Client’s sole remedy shall be to return any said product within thirty (30) days of receipt of products for a full or partial refund, at the sole discretion of Honest Kitchens.
  15. Refusal. Honest Kitchens may refuse to provide any products or service to any person or entity, at any time, for any reason or no reason.
  16. Termination. Honest Kitchens may choose to terminate Client’s account at any time, for any reason or no reason. Honest Kitchens shall have no obligation to provide any subsequent, additional, or any future services or products.
  17. Warranties.  Honest Kitchens provides all products and services on an “AS-IS” basis, makes no representation regarding said services or products, and explicitly disclaims any and all warranties and  representations.
  18. Limitation of Liability. IN NO CASE SHALL HONEST KITCHENS, ITS OWNERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EVEN IF HONEST KITCHENS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN NO EVENT WILL THE AGGREGATE OF EACH OF HONEST KITCHENS, ITS OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS’ LIABILITY FOR ANY AND ALL OF CLIENT’S CLAIMS, OR ANY THIRD PARTY CLAIMS, AGAINST HONEST KITCHENS (AND/OR ITS OWNERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND CONTRACTORS), ARISING OUT OF OR RELATED TO, DIRECTLY OR INDIRECTLY, THE PERFORMANCE OR NONPERFORMANCE OF ANY SERVICE OR AGREEMENT, OR BY THE NEGLIGENCE, ACTIVE OR PASSIVE, OF HONEST KITCHENS, EXCEED THE AMOUNT OF FOUR THOUSAND DOLLARS ($4,000.00). THE AFOREMENTIONED LIABILITY CAP EXPLICITLY INCLUDES, BUT IS NOT LIMITED TO, ANY LIABILITY ARISING OUT OF CONTRACT, TORT, OR ANY OTHER THEORY OF RECOVERY, WHATOSOEVER. IT IS INTENDED AND AGREED TO BE ALL-ENCOMPASSING AND AN UNEQUIVOCAL LIABILITY CAP.  CLIENT AGREES THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. THIS ALLOCATION OF RISK AND THE DISCLAIMER OF WARRANTIES HEREIN ARE A FUNDAMENTAL ELEMENT OF THE AGREEMENT.
  19. Legal Agreement. Client hereby warrants and agrees that these Terms and Conditions constitute a legal agreement between Client and Honest Kitchens and governs all services provided by Honest Kitchens to Client. Client hereby irrevocably waives any argument or defense to the contrary, and Client covenants not to set forth any argument or defense to the contrary.
  20. Waiver. Honest Kitchens’s failure to enforce or demand strict compliance of any right or provisions in the Agreement or these Terms and Conditions will not constitute a waiver of such or any other provision.
  21. Notice.  Any notice to Honest Kitchens required under these Terms and Conditions must be sent to Honest Kitchens’s legal counsel via certified mail, return receipt requested, and sent to the following address:                                                                      Heidari Power Law Group LLC
    c/o Yasha Heidari, Esq.
    P.O. Box 79217
    Atlanta, GA 30357
  22. Modifications. These Terms and Conditions may be modified by Honest Kitchens at any time.  Any modifications to these Terms and Conditions shall only bind Client to the extent any new products or services are provided by Honest Kitchens to Client. Client agrees to be bound by any modification in these Terms and Conditions upon successively obtaining any product or services from Honest Kitchens, and that such modified Terms and Conditions shall apply to any previously obtained goods or services.
  23. Unenforceable Provisions. All Terms and Conditions, and any portion thereof, shall be construed in such a way to ensure they are valid under any applicable laws.  If any provision of these Terms and Conditions, or any portion thereof, is held to be invalid and unenforceable, then the remainder of these Terms and Conditions shall nevertheless remain in full force and effect.
  24. Blue-Pencil Modification. It is the explicit intent of the parties and hereby agreed that, if any provision in this Agreement is void and unenforceable, a court or arbitrator shall modify the provision that is void and unenforceable to ensure that such provision is valid and enforceable to the maximum extent provided by law. Provided, however, that no modification shall render the provision more restrictive than as originally specified in this Agreement.
  25. Headings and Titles. The section titles in the Terms and Conditions are for convenience only and have no legal or contractual effect.
  26. Notice precursor to action. Client agrees that prior to initiating or filing any lawsuit, action, or demand for arbitration against Honest Kitchens, Client must provide written notice to Honest Kitchens’s legal counsel, via certified mail, return receipt requested, at Heidari Power Law Group LLC, c/o Yasha Heidari, Esq., P.O. Box 79217, Atlanta, GA 30357, any include a substantive description of any issue that would be subject to such a lawsuit. Such notice requirement shall be strictly construed, and Client’s failure to comply with such notice requirements shall constitute an irrevocable waiver of any claim or cause of action that exists or may exist. Such notice requirement shall be additional to any and all other notices required under these Terms and Conditions. Client agrees to pay Honest Kitchens’s reasonable attorneys’ fees for defending a lawsuit in which the dispute resolution procedure, as defined in this section, has not been strictly followed.
  27. Initiation of Action.  Client agrees that any claim and lawsuit relating to any matter with Honest Kitchens, including but not limited to claims arising out of or related to the Agreement and any services provided by Honest Kitchens to Client, and any demands for arbitration, must be filed no more than six (6) months after the date the action or non-action that is the subject of the claim or lawsuit, or six (6) months after the acceptance of these Terms and Conditions, whichever is later. Client hereby waives any defense or argument pertaining to statute of limitations.  Client agree and warrant that Client’s failure to comply with this section shall serve as an unconditional waiver and release for any and all such claims.
  28. Dispute Resolution. Prior to any lawsuit, action, or demand for arbitration being filed by Client, Client agrees to enter into a bona fide mediation program prior to filing such lawsuit, action, or demand for arbitration. The mediation program shall be paid in half by Client and paid in half by Honest Kitchens.  All payments shall be paid in advance.  The party intending to file a lawsuit, action, or arbitration shall provide notice to the other party as provided in this Agreement, and state its intention to enter into a mediation program. To the extent a party intends to file a lawsuit against Honest Kitchens, a copy of all correspondence and notices as proscribed herein shall also be mailed to Honest Kitchens’s legal counsel at Heidari Power Law Group LLC, c/o Yasha Heidari, Esq., P.O. Box 79217, Atlanta, GA 30357.  Within ten (10) business days, the party receiving the notice shall provide three (3) potential mediators that may be chosen to mediate the dispute. The party intending to file a lawsuit then has ten (10) business days to select such mediator from the list of three (3) potential mediators provided.  Thereafter, the parties shall schedule a mediation at a mutually agreeable time within the next 30 days, and to the extent the mediation cannot be scheduled amicably by the parties, then the mediator shall schedule the mediation within such time period.  Failure by the party intending to file a lawsuit to provide notice of an intention to enter into a mediation program, satisfy the obligations in this section, or participate in a mediation prior to filing a lawsuit shall serve as an unconditional waiver and release of any claims that may exist. Such an unconditional waiver and release shall serve as an unconditional waiver and release of any and all disputes relating to this Agreement in any way, shape, or form, and shall explicitly include an unconditional waiver and release for all persons or entities, whether such person or entity is a party to this Agreement or not, and shall explicitly include any person’s principals, officers, directors, employees, contractors, and agents. Solely by way of example, if Client fails to comply with this mediation section prior to initiating a lawsuit, Client would not only waive any and all claims against Honest Kitchens, but also against all of Honest Kitchens’s members, officers, directors, employees, contractors, and agents. A notice of intention to enter into a mediation program shall toll the section titled “Initiation of Action” by fifty (50) days to allow the mediation. Notwithstanding the foregoing, failure to provide a notice of mediation within the six (6) month period required by the section titled “Initiation of Action” shall serve as an unconditional waiver and release for any and all such claims.  Failure of a party that receives such a notice of an intention to enter into a mediation program to satisfy his or its obligations under this Section, will abrogate the provider of such notice of any requirement of entering into the mediation program.  The provider of such notice may then elect to proceed with its demand to proceed with its lawsuit, action, or demand for arbitration, but the recipient of such notice shall not otherwise have his rights prejudiced in any way.
  29. Acceleration. In the event that Client materially breaches the Agreement, all future payments contemplated by the Agreement shall be considered immediately due and payable in full as of the date of the breach. Client’s failure to provide payment to Honest Kitchens within 45 days of when said payment is due shall be considered a material breach of the Agreement.
  30. Covenant not to Sue Members and Directors. Client hereby covenants not to sue Honest Kitchens’s owners, principals, members, shareholders, officers, directors, agents, contractors, employees, licensees, and invitees for any and all reasons, related to this Agreement or otherwise, for a period of twenty years from the date of this Agreement.
  31. No Beneficiary.  It is understood and agreed that Client and Honest Kitchens are the sole parties to the Agreement, and the services provided pursuant to Agreement by Honest Kitchens for Client is solely for the benefit of Client.
  32. Attorney’s Fees. In the event that Honest Kitchens seeks legal recourse against Client based on a breach or threatened breach of these Terms and Conditions, or any agreement with Honest Kitchens, Client agrees to pay Honest Kitchens’s legal expenses, which includes, but is not limited to, service costs, court costs, expert fees, consultant fees, reasonable attorney’s fees, and administrative costs.
  33. Ambiguity. The Agreement, including these Terms and Conditions, shall be deemed the mutual instrument of both parties, and no ambiguity shall be construed against either Honest Kitchens or Client.
  34. Waiver of Jury trial. Client explicitly agrees to waive Client’s right to a trial by jury for any dispute arising or relating to these Terms and Conditions and/or Honest Kitchens.
  35. Successors and Assigns. These Terms and Conditions shall be binding upon and inure to the benefit of the parties, their successors, assigns, and personal representatives.
  36. Governing Law. The Agreement and Terms and Conditions shall be governed by and construed and enforced in accordance with the laws of the State of Georgia and the United States of America. Any litigation or arbitration between the Parties shall be conducted exclusively in the State of Georgia. Honest Kitchens and Client hereby consent to said jurisdiction. Client hereby waives the defense of lack of jurisdiction.
  37. Venue. Venue for any litigation or arbitration relating to the  Agreement and these Terms and Conditions shall be exclusively in courts of Fulton County, Georgia. Client agrees and consents to such venue, and Client waives any defense pertaining to venue.
  38. Entire Agreement for Subject Matter. These Terms and Conditions constitute the entire agreement between Client and Honest Kitchens with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral.

Last modified: August 18, 2016