IMPORTANT NOTICE: THESE TERMS & CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTIONS BELOW. BY ACCEPTING THESE TERMS & CONDITIONS, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION AND CLASS ACTION WAIVER. PLEASE READ IT CAREFULLY.
We reserve the right to change or modify these Terms at any time and in our sole discretion. Such changes or modifications will be posted as a modified agreement on the Site with an updated “Last updated” date. If the changes include material changes that affect your rights or obligations, we will notify you of the changes by reasonable means, which could include notification through the Site or via email. Your use of our Site and the Products following any such change constitutes your agreement to follow and be bound by the Terms as changed. We encourage you to review the Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Site or order, receive or use the Products. If you do not agree to the revised Terms, you may not access or use the Site or order, receive or use the Products.
We reserve the right to refuse service to anyone for any reason at any time. By agreeing to these Terms, you represent that you are over 18 years old and at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this Site. You warrant and represent that you have all necessary rights, power, and authority to agree to these Terms and perform your obligations hereunder, and nothing contained in these Terms or in the performance of such obligations will place you in breach of any other contract or obligation.
We continually test new features, functionalities, services, user interfaces and products that we are considering adopting. We reserve the right to include or exclude you from these tests without notice.
You may be required to create an account to use some of the features of the Site. You must keep your password confidential and you are solely responsible for maintaining the confidentiality and security of your account, all changes and updates submitted through your account, and all activities that occur in connection with your account. In creating an account, you represent to us that all information you provide in such process is true, accurate and correct, and that you will update your information as necessary to keep it accurate. You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, create multiple accounts except as otherwise authorized by us, or provide or use false information. You agree to be responsible for the acts or omissions of any third party who has authority to access or use the Site on your behalf and to notify us immediately of any unauthorized use of your account by contacting us at firstname.lastname@example.org and to change your password. You may not transfer your account to anyone else without our prior written permission.
By creating an account, you also consent to receive electronic communications from us or our service providers (e.g., via email, text messages or by posting other electronic notices). These communications may include notices about your account or order status (e.g., payment authorizations, password changes, delivery updates and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.
We may communicate with you using email or autodialed or prerecorded calls and text messages, at any telephone number that you provide us, to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires; or (vi) as otherwise necessary to service your account or enforce these Terms, our policies, applicable law, or any other agreement we may have with you.
If at any time you intend to stop using the mobile telephone number that has been used to subscribe to text messaging, including canceling your service plan or selling or transferring the phone number to another party, you agree that you will complete the user opt out process set forth above prior to ending your use of the mobile telephone number. You understand and agree that your agreement to do so is a material part of these Terms. You further agree that, if you discontinue the use of your mobile telephone number without notifying us of such change, you agree that you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by us, or any party that assists in the delivery of the mobile messages, as a result of claims brought by individual(s) who are later assigned that mobile telephone number. This duty and agreement shall survive any cancellation or termination of your account or these Terms.
By using our Products, you acknowledge that you are doing so at your own risk, and have consulted with your doctor or other health professional about your diet change.
We do not claim our meals will alleviate, heal or cure any health condition or symptom. The content of this Site and any Product we offer are not meant to diagnose, treat, prevent or cure any medical condition, and should not be used as a substitute for consulting a doctor or other health professional. Any information that you find on this Site or on websites we link to, receive from our employees, suppliers, or agents by phone, email or other communication channel, or obtain through contacts you make through us should be verified with your doctor. Consult your doctor with any specific health questions or problems you may have. If you think you have a medical emergency or any condition requiring immediate attention, call your doctor or 911 immediately. The statements made by us on this Site and our programs and Products have not been evaluated by the Food and Drug Administration.
Our program is not intended for people with severe allergies. Our kitchen facilities process and regularly use nuts. We do our best to accommodate allergies, but do not provide a product intended for people with medically-necessitated diets or severe allergies.
All prices are shown in U.S dollars, and applicable taxes and other charges, if any, are included. We reserve the right to adjust prices as we may determine in our sole discretion, at any time and without notice; provided, however, that if we change the amounts or other charges associated with our various subscription plans, we will provide our existing subscribers with advance notice of such changes. We will not, however, be able to notify you of changes in any applicable taxes. The shipment of your subscription meals or products to you after our delivery of such notice will confirm your acceptance of such changes, unless you cancel your subscription(s) in accordance with the cancellation policies set forth in the “Cancellation of Subscription” section of these Terms.
All of our Products are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order, to discontinue offering certain Products, to limit the sales of our Products to any person, geographic region or jurisdiction and to substitute Products (including, but not limited to, specific ingredients in a meal or entire meals) without prior notice.
We strive to provide you with high-quality meals, and due to the perishable nature of certain ingredients and market conditions beyond our control, we may be required to make substitutions from time to time. If you are not satisfied with a substitution, please contact us at email@example.com.
All descriptions of Products or Product pricing are subject to change at any time without notice, at our sole discretion. We reserve the right at any time to modify or discontinue our Products (or any part or content thereof) without notice at any time. We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of our Products. Any offer for any Product or service made on this Site is void where prohibited.
By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your subscription or other purchase (including any applicable taxes and other charges) (collectively, as applicable, an “Order”). We may ask you to supply additional information relevant to your Order, including the expiration date of your credit card and your postal addresses for billing. If the payment method cannot be verified, is invalid or is otherwise not acceptable, your Order may be suspended or cancelled. You must resolve any payment method problems before we proceed with your Order. If you want to change or update your payment method information, you can do so at any time by logging into your account. If a payment is not successfully settled and you do not edit your payment method information or cancel your subscription or account, you remain responsible for any uncollected amounts and authorize us to continue billing the payment method, as it may be updated.
You acknowledge that the amount billed may vary due to promotional offers, preferences you select, changes you make to your subscription or changes in applicable taxes or other charges, and you authorize us (or our third party-payment processor) to charge your payment method for the corresponding amount. All payments are non-refundable and non-transferable except as expressly provided in these Terms.
You agree to provide current, complete and accurate purchase and account information for all purchases made on our Site. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
By confirming your purchase at the end of the checkout process, you agree to accept and pay for the item(s). By signing up for a meal program subscription, you acknowledge and authorize us to collect, save, and charge your provided payment method for future transactions on your account regarding your subscription. For more details on recurring billing, please see the section titled “Continuous Subscriptions”.
We will collect applicable sales tax on Products delivered to jurisdictions for which we determine we have a duty to collect sales tax. If an item is subject to sales tax, you agree that the amount of taxes shown at checkout may be adjusted. Several factors may cause this, such as variances between processor programs and changes in tax rates.
You are responsible for inspecting all Products you receive from us for any damage or other issues upon delivery. In addition, you are solely responsible for determining the freshness of the Products you receive. You should always inspect your delivery to confirm that the meal ingredients arrive in a cool, refrigerated condition. We recommend that you use a thermometer to ensure that the temperature zone within the container in which any meat, poultry or seafood Product is located is 40° F or below. In the unlikely event that such temperature zone is above 40° F, or you have any other reason to believe that any other Product in your delivery is not suitable for consumption, contact us at firstname.lastname@example.org and discard the item. To maintain the quality and integrity of the Products, we recommend that you immediately refrigerate all perishable Products upon delivery and follow the U.S. Department of Agriculture’s (“USDA”) instructions on refrigeration and food safety. We recommend that you follow the USDA’s instructions on safe food handling. Failure to follow safe food handling practices and temperature recommendations may increase the risk of foodborne illness. In addition, pregnant women, young children, the elderly and individuals with compromised immune systems should follow the U.S. Food and Drug Administration’s recommendations on food consumption for at-risk groups.
All of our containers are glass, so please exercise caution handling them. We try hard to maintain a zero waste food service, so we ask that all of our customers return all containers, reusable tote bags, and ice packs to us free of any remaining food or waste for us to pick up.
In the case of inclement weather or other events beyond our control that interfere with our ability to deliver your Order, we will attempt to deliver your Order as soon as reasonably possible. In some cases, delivery may occur prior to the scheduled delivery date.
We are not responsible for failed deliveries due to incorrect or incomplete addresses. We are also not responsible for damage or loss of personal property during deliveries if evidence of misconduct by us or our delivery personnel cannot be provided.
If you are traveling, you can reschedule your deliveries by signing into your account, or emailing us at email@example.com for help. Because all meal programs are made to order, we require that you let us know by Wednesday at midnight Seattle time of any changes to be made for programs beginning the following week, including but not limited to paused delivery, delivery address changes, allergy changes, and delivery window changes.
Our delivery partners do their best to get your food to you on time so you may enjoy it at its freshest. Still, they run into delays due to weather, traffic, and other factors that are outside of their control. We cannot guarantee delivery within your selected time slot.
In instances of inclement weather, we reserve the right to cancel our deliveries in order to avoid putting our delivery teams at risk. In such a case, we will notify you as early as possible and your meal program will be automatically extended by the number of days cancelled. If this does not suit your schedule, please let us know and we will do our best to find a better arrangement.
As both traffic and weather are outside of our control, cash refunds will not be issued for affected Orders.
When you register for a meal program subscription, you expressly acknowledge and agree that (a) sourced by public benefit corporation (or our third-party payment processor) is authorized to charge you on a weekly basis for your meal program subscription (in addition to any applicable taxes and other charges) for as long as your meal program subscription continues, (b) the amount you are charged and the number of meals you receive each week may vary depending on the preferences you select, and (c) your meal program subscription is continuous until you cancel it or we suspend or stop providing access to the site or products in accordance with these terms. you may skip your weekly meal program order as often as you’d like by managing your delivery schedule located in your account.
You may cancel your meal program subscription at any time by emailing our wellness team, at firstname.lastname@example.org.
If you are using a promotion or a discount code, please enter it at checkout to receive an immediate discount. Only one promotion or discount code may be used per Order. Promotion or discount codes may be used on already discounted programs; however, we reserve the right to cease this practice at any time without notice. If you are using a discount code on a subscription program, once the first week of the subscription ends, we (or our third-party payment processor) will begin billing your designated payment method on a recurring basis for the non-discounted price of your program (plus any applicable taxes and other charges) for as long as your subscription continues, unless you cancel your subscription prior to the cutoff date for any weeks of your program beyond the discounted week. Instructions for cancelling your subscription are described in the “Cancellation of Subscription” section. Please note that you will not receive a notice from us that the discounted week has ended, or that the full-priced portion of your subscription has begun. Holiday and other special promotions may, at our option, carry specific terms, conditions, and restrictions, and we reserve the right to create, amend, and enforce said terms, conditions, and restrictions.
If you are dissatisfied with a meal or other Product for any reason, please contact us at email@example.com within three (3) days of the date you received the meal. Depending on the circumstances, we may, in our sole discretion, provide you a full or partial refund of the purchase price for that Product, or provide you with Credits for that Product that will automatically be applied to future deliveries under your subscription.
In certain circumstances, such as if we want to thank you for your patience with a delayed delivery or to address another customer service issue, we may provide you customer experience credits of promotional value that will be automatically applied to your next eligible Order under your subscription (“Credits”). Credits may only be redeemed for the type of Product for which they were issued, are promotional in nature, are not transferable, and are not redeemable for cash or other property.
Credits only remain available if you maintain a valid account. That means that if you cancel your account, any outstanding Credits associated with your cancelled subscription will immediately expire. You may only redeem Credits after they are applied to your account. If for some reason you believe that there is a discrepancy regarding your Credit balance, please contact us at firstname.lastname@example.org for Credit inquiries. All decisions regarding your Credit balance will be determined in our sole discretion and are final.
You are not permitted to resell or otherwise use the Products for commercial purposes.
Unless otherwise noted, all materials, including text, graphics, logos, images, illustrations, designs, icons, photographs, video clips, and written and other materials that appear as part of this Site (collectively, the “Contents”) are protected by copyrights, trademarks, trade dress and/or other intellectual property rights owned or controlled by us, our subsidiaries and/or affiliates, our licensors or other content providers. The Site as a whole is protected by copyright and trade dress, all worldwide right, title and interest in and to are owned by us. We may prosecute infringement to the fullest extent permitted under applicable law.
Your access to and use of the Site does not grant you any license or right to use any trademark, logo, or service mark displayed on the Site. We, other content providers, or their licensors retain full and complete title to and reserve all rights in the material on the Site, including all associated intellectual property rights. We neither warrant nor represent that your use of materials on the Site will not infringe rights of third parties.
The Contents of our Site, and the Site as a whole, are intended solely for personal, noncommercial use by the users of our Site. Downloading or copying the Site (including the Content) for other than personal use is expressly prohibited without the prior written permission from us or any other copyright owner. You acknowledge that you do not acquire any ownership rights by accessing, downloading, or copying any of the Site (which includes the Content), nor may you frame or utilize framing techniques to enclose any trademark, logo, or copyrighted material from the Site or use any meta tags or any other hidden text utilizing our names or trademarks, without the express written consent from us. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the Contents, the Site, or any related software.
All software used on the Site is the property of us or our licensors and protected by United States and international copyright laws. Subject to these Terms, we hereby grant you a limited, non-exclusive, non-sublicensable, non-assignable license to use the Site for your personal, noncommercial use only. This license does not include: (i) any resale or commercial use of the Site; (ii) any collection and use of any product listings, descriptions, or prices; (iii) any derivative use of the Site; (iv) any downloading or copying of account information for the benefit of another merchant; or (v) any use of data mining, robots, or similar data gathering and extraction tools. You may not attempt to discover any source code, modify, publish, adapt, transmit, participate in the transfer or sale of, exhibit, distribute, display, reverse engineer, decompile, dissemble, perform, reproduce, create derivative works from, or in any way exploit any of the Site, in whole or in part.
Without our prior permission, you agree not to display or use in any manner our marks.
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate, and otherwise use in any medium any comments that you forward to us. We shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay to user any compensation for any Comments; or (3) to respond to any user Comments.
You agree that no Comments submitted by you to the Site will violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary right(s). You further agree that no Comments submitted by you to the Site will be or contain, in the sole opinion of us or our representatives, libelous or otherwise unlawful, abusive or obscene material. You are and shall remain solely responsible for the content of any Comments you make.
You agree that we may use and/or disclose information about your demographics and use of the Site in any manner that does not reveal your identity.
You agree that you shall indemnify, defend, and hold us harmless from any claim or liability resulting from your failure to notify us of a change in the information you have provided, including any claim or liability under the telephone consumer protection act, 47 u.s.c. § 227, et seq., or similar state and federal laws, and any regulations promulgated thereunder resulting from us attempting to contact you at the mobile telephone number you provided.
We may route phone and text communications through a third-party service provider, and we or the service provider may record telephone conversations you have with us or its agents for quality control and training purposes, or for our own protection.
The images and colors displayed on the Site do not necessarily represent or depict actual meal programs or food offered by us. Meals and meal programs are subject to change without notice.
You agree to use the Site for your own internal and personal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with these Terms, applicable policies and all laws that apply to you. If your use of the Site (including a purchase of any items on the Site) is prohibited by any applicable laws, then you aren’t authorized to use the Site. We are not responsible if you use the Site in a way that breaks the law.
You must not create multiple accounts and you must not let others use your account. You’re responsible for any activity associated with your account.
Any sweepstakes, contests, raffles, surveys, games, or similar promotions (collectively, “Promotions”) made available through the Site may be governed by rules that are separate from these Terms. If the rules for a Promotion conflict with these Terms, the Promotion rules will govern.
When accessing or using the Site, you agree to:
When accessing or using the Site, you agree not to:
We reserve the right to terminate your use of the Site or any related website or service for violating any of the prohibited uses or these Terms.
To the extent that this Site contains links to outside services and resources, the availability and content of which we do not control, any concerns regarding any such service or resource, or any link thereto, should be directed to the particular outside service or resource. We are not responsible and shall not be held liable for the use of any such outside service or resource.
From time to time there may be information on our Site that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, and availability. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after you have submitted your Order).
We do not warrant that information made available on this Site is accurate, complete, reliable, error-free or current. The material on this Site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this Site is at your own risk. We reserve the right to modify the contents of this Site at any time, but we have no obligation to update any information on our Site. You agree that it is your responsibility to monitor changes to our Site.
This disclaimer section is an essential part of these terms.
We do not guarantee, represent or warrant that your use of the site will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the site will be accurate or reliable. You agree that from time to time we may remove the site for indefinite periods of time or cancel our services at any time, without notice to you. We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the site will be corrected. You expressly agree that your use of, or inability to use, the site is at your sole risk.
To the fullest extent allowed by applicable law, this site and all products and services delivered to you through the site are (except as expressly stated by us) provided on an “as is” basis without warranties of any kind, either express or implied, including without limitation warranties of title or non-infringement or implied warranties of merchantability or fitness for a particular purpose. If you rely on any data or information obtained through the site, you do so at your own risk. You are solely responsible for any damage or loss that results from your use of such data or information.
Certain state laws do not allow limitations on implied warranties. If these laws apply to you, some or all of the foregoing disclaimers, exclusions and limitations may not apply to you, and you might have additional rights.
You are solely responsible for, and assume all risks related to, the proper and safe handling, preparation, storage, cooking, use and consumption of the products you receive from us. You are also solely responsible for knowing about any food allergies you may have and verifying the products and their contents before handling, preparing, using or consuming such products. Further, you understand, acknowledge and agree that we may store, portion and package products containing all eight (8) major u.s. allergens (milk, wheat, egg, soy, fish, shellfish, peanuts and treenuts) and cannot guarantee that cross-contamination will not occur between products.
We attempt to display the products and other materials and information you view on the sites, including pricing and nutritional information, as accurately as possible. However, we do not guarantee the accuracy of such materials and information. in the event of an error on our sites, in an order confirmation, in processing or delivering an order or otherwise, we reserve the right to correct such error and revise your order accordingly (including charging the correct price) or to cancel your order and issue you a refund. You further agree that the products and other materials you receive in your order may vary from the products and materials displayed on the sites due to a number of factors, including, without limitation, system capabilities and constraints of your computer, manufacturing process or supply issues, the availability and variability of products, distinct cooking or other preparation methods and variability of cooking equipment and appliances. The sites may contain information about products that are not available in every location. A reference to a product on the sites does not imply or guarantee that it is or will be available in your location or at the time of your order.
To the fullest extent permitted by applicable law, in no event shall the sourced by public benefit corporation, its directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors (the “sourced by parties”) be liable for any indirect, special, incidental, or consequential damages of any kind (including, but not limited to, loss of revenue, income or profits, loss of use or data, loss or diminution in value of assets or securities, or damages for business interruption) arising out of or in any way related to the access to or use of the sites or content (including, but not limited to, user content, third party content and links to third party sites), or the order, receipt or use of any product, or otherwise related to these terms (including, but not limited to, any damages caused by or resulting from reliance on any information obtained from any such party, or from events beyond such parties’ reasonable control, such as site interruptions, deletions of files or emails, errors or omissions, defects, bugs, viruses, trojan horses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to such parties’ records, programs or systems), regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed) or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable).
To the fullest extent permitted by applicable law, in no event shall the maximum aggregate liability of the sourced by parties (jointly) arising out of or in any way related to (a) the order, receipt or use of products purchased from our site exceed the amount paid for such products; and (b) the order, receipt or use of meal ingredients, or access or use of the sites or content, exceed the greater of $250 or the amount you paid to us in the one (1) month period immediately preceding the date on which your claim arose. The foregoing limitations shall apply even in the event your remedies hereunder fail of their essential purpose, and the foregoing shall constitute the sourced by parties’ sole liability and obligation in respect hereof, regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal or equitable theory.
To the fullest extent permitted by applicable law, you, on behalf of your heirs, executors, administrators, legal and personal representatives, hereby release, waive, acquit and forever discharge the sourced by parties from and against, and covenant not to sue any such sourced by party for, all claims you have or may have arising out of or in any way related to these terms.
If you are a California resident, you hereby waive your rights under California Civil Code 1542, which states “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
If you are not a California resident, you waive your rights under any statute or common law principle similar to section 1542 that governs your rights in the jurisdiction of your residence.
The limitations set forth in this section will not limit or exclude liability for personal injury or property damage directly and proximately caused by products you purchase from us, or for our fraud, gross negligence, or intentional, willful, malicious or reckless misconduct.
The exclusions and limitations of damages set forth above are fundamental elements of the basis of the bargain between us and you.
To the fullest extent allowed by applicable law, you agree to indemnify, defend and hold harmless the sourced by Parties, from and against all actual or alleged sourced by Party or third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses and costs of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) any use or misuse of the Content or Products by you or any third party you authorize to access or use such Content or Products, (b) any content you create, post, share or store on or through our pages or feeds on third party social media platforms, (c) any feedback you provide, (d) your violation of these Terms, and (e) your violation of the rights of another. You agree to promptly notify us of any third-party Claims, cooperate with the sourced by Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees and expenses, court costs, costs of settlement and costs of pursuing indemnification and insurance). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and us.
We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. This provision does not require you to indemnify us for any unconscionable commercial practice by us or for our negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact. You agree that the provisions in this section will survive any termination of your account, these Terms or your access to or use of the Site or Products.
Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. it requires you to arbitrate most disputes with us and may significantly affect your legal rights.
You and sourced by Public Benefit Corporation agree that any dispute, controversy, or claim arising out of, or relating to your use of the site, including without limitation any products or services sold or distributed through the site, the program, these terms, or content (a “Dispute” as defined below) shall be resolved only by final and binding, bilateral arbitration, as detailed below.
You and sourced by Public Benefit Corporation agree that these Terms affect interstate commerce and the Federal Arbitration Act, 9 U.S.C. § 1, et seq., and federal arbitration law apply to this agreement and govern all questions as to whether a dispute is subject to arbitration.
Disputes. “Disputes” shall include, but are not limited to, any claims or controversies between you and us against each other related in any way to or arising out of in any way from the Site, the Products or the Content including but not limited to sales, returns, refunds, cancellations, defects, policies, privacy, advertising, or any communications between you and us, even if the claim arises after you or we have terminated use of the Site or a user account or these Terms. Disputes also include, but are not limited to: (a) claims that you bring against our employees, agents, affiliates, or other representatives; (b) claims that we bring against you; (c) claims in any way related to or arising out of any aspect of the relationship between you and us, whether based in contract, tort, statute, fraud, misrepresentation, advertising claims, or any other legal theory; (d) claims that arose before these Terms or out of a prior set of Terms with us; (e) claims that are subject to ongoing litigation where you are not a party or a class member; and/or (f) claims that arise after the termination of these Terms. “Disputes” does not include disagreements or claims concerning patents, copyrights, moral rights, trademarks, and trade secrets, claims of piracy or unauthorized use of intellectual property (collectively, “intellectual property claims”).
Initial Dispute Resolution. Most disputes can be resolved without resort to litigation. You can reach our support department at email@example.com. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with us, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
Binding Arbitration Process and Procedure. Except as provided herein, if we cannot resolve a Dispute informally, any Dispute will be resolved only by binding arbitration to be held in the county in which you reside. For residents outside the United States, arbitration shall be initiated in Seattle, Washington. We and you further agree to submit to the personal jurisdiction of any state or federal court in Seattle, Washington to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
Except for disputes arising out of or related to a violation of the restrictions on access and use section or disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and sourced by Public Benefit Corporation agree that any dispute must be commenced or filed by you or us within one (1) year of the date the dispute arose, otherwise the underlying claim is permanently barred (which means that you and sourced by Public Benefit Corporation will no longer have the right to assert such claim regarding the dispute). You and we agree that (a) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference, and (b) that the state or federal courts of the State of Washington and the United States, respectively, sitting in the State of Washington, County of King, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at http://www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If there is a conflict between the JAMS Rules (or the rules of the alternative arbitral forum selected by the parties) and the rules set forth in this Arbitration Agreement, the rules set forth in this Arbitration Agreement will govern. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the rules of JAMS, or (b) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JURY TRIAL. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to your state’s law.
As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, we will pay the additional cost. We shall also bear the cost of any arbitration fees, unless the arbitrator finds your claims, defenses, or other fee-generating activity to be frivolous or asserted or conducted for an improper purpose. You are responsible for all other additional costs that you may incur in the arbitration including, without limitation, attorney’s fees and expert witness costs unless we are specifically required to pay such fees under applicable law.
If our or your claim is solely for monetary relief of $10,000 or less and does not include a request for any type of equitable remedy, the party bringing the claim may choose whether the arbitration of the claim will be conducted through a telephonic hearing, or by an in-person hearing under the JAMS Rules, solely based on documents submitted to the arbitrator.
These Terms and this Arbitration Agreement do not prevent you from bringing your Dispute to the attention of any federal, state, or local government agency. Such agencies can, if the law allows, seek relief against us on your behalf.
Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable or whether any claims are not subject to arbitration. The arbitrator will decide the rights and liabilities, if any, of you and us. The arbitration proceeding will not be consolidated with any other matters or joined with any other proceedings or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
Waiver of Jury Trial. YOU AND SOURCED BY PUBLIC BENEFIT CORPORATION HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO RESOLVE DISPUTES IN COURT (OTHER THAN SMALL CLAIMS COURT AS PERMITTED HEREIN) AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and sourced by Public Benefit Corporation are instead electing that all covered claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
30-Day Right to Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out. Your notice must be sent via email to firstname.lastname@example.org within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your account (if you have one) and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.
Parents, Subsidiaries, Affiliates. This Arbitration Agreement will also apply to any claims asserted by you against any present or future parent, subsidiary, or affiliated company of us, or any employee, officer, director, or investor of us, and to any claims asserted by any of them against you, to the extent that any such claims arise out of or relate to these Terms (such as with respect to their validity or enforceability), the Site, any person’s access to and/or use of the Site, the provision of content, products, services, and/or technology on or through the Site, or the provision of the Program.
Changes to this Section. We will provide thirty (30) days’ notice of any changes to this section by posting on the Site, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted on the applicable website or sent to you. Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection titled “Changes to This Section” is not enforceable or valid, then this subsection shall be severed from the sections entitled “Arbitration” and “Class Action Waiver” and the court or arbitrator shall apply the first Arbitration and Class Action Waiver sections in existence after you began using the Site.
Severability. Subject to the section titled “Class Action Waiver,” if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
Survival of Agreement. This Arbitration Agreement will survive the termination or expiration of these Terms or your relationship with us.
PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.
Sourced by Public Benefit Corporation and you agree to resolve any dispute in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding. We and you further agree to not participate in any consolidated, class, or representative proceeding (existing or future) brought by any third party arising out of or relating to any dispute with a third party. If an arbitrator or a court determines that applicable law precludes enforcement of this paragraph’s limitations as to a particular remedy, then the portion of the claim seeking that remedy (and only that portion of the claim) must be severed from the arbitration and may be brought in court. All other claims shall remain subject to arbitration solely on an individual basis.
The arbitrator cannot combine more than one person’s or entity’s claims into a single case, and cannot preside over any consolidated, class or representative proceeding (unless we agree otherwise). And the arbitrator’s decision or award in one person’s or entity’s case can only impact the person or entity that brought the claim, not other users, and cannot be used to decide other disputes with other users.
If any court or arbitrator determines that the class/consolidated/representative action waiver set forth in this section is void or unenforceable for any reason or that arbitration can proceed on a class, consolidated, or representative basis, then the disputes, claims, or controversies will not be subject to arbitration and must be litigated in federal court located in Seattle, Washington.
If any clause within this Class Action Waiver Section is found to be illegal or unenforceable, that specific clause will be severed from this section, and the remainder of its provisions will be given full force and effect.
This Class Action Waiver Section will also apply to any claims asserted by you against any present or future parent, subsidiary or affiliated company of us, or any employee, officer, director, or investor of us, and to any claims asserted by any of them against you, to the extent that any such claims is a dispute.
This Class Action Waiver Section shall survive any termination of your account or the Site.
These Terms are effective unless and until terminated by either you or us. You may terminate these Terms at any time by notifying us that you no longer wish to use our Site and Products, or when you cease using our Site and Products. We are also free to terminate (or suspend access to) your use of the Site or your account, for any reason in our discretion, including your breach of these Terms. We have the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Even after your right to use the Site is terminated, these Terms will remain enforceable against you and unpaid amounts you owe to us for items purchased will remain due.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding arbitration and class action waiver.
These Terms are not enforceable by or for the benefit of any third party.
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your account, in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Force Majeure. We shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Choice of Law. These Terms and any dispute of any sort that might arise between you and us will be interpreted in accordance with the law of the State of Washington and the United States of America, consistent with the Federal Arbitration Act, without regard to any conflict-of-law or other principles that provide for the application of the law of another jurisdiction.
Exclusive Venue. Any claim or dispute that between you and us that arises out of or is related to the Site or the Products and is not subject to arbitration or eligible for small claims action, shall be decided exclusively by a court of competent jurisdiction located in Seattle, Washington, and you hereby consent to, and waive all defense of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Seattle, Washington.
Notice. Where we require that you provide an email address, you are responsible for providing us with your most current email address. In the event that the last email address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by these Terms, our dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to us at the following address: sourced by Public Benefit Corporation, 1920 Bigelow Ave. N, Seattle, WA 98109. Such notice shall be deemed given when received by us by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.
Export Control. You may not use, export, import, or transfer the Site or the Products except as authorized by U.S. law, the laws of the jurisdiction in which you used the Site or purchased any Products on the Site, and any other applicable laws. In particular, but without limitation, the Site, including any Products purchased on the Site, may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Site or purchasing or using Products on the Site, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Site or the Products purchased on the Site for any purpose prohibited by U.S. law.
Entire Agreement. These Terms and any policies or operating rules posted by us through the Site constitute the entire agreement and understanding between you and us and govern your use of the Site and the Products, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms). These Terms shall not be modified by any of: (i) course of performance between the parties; (ii) course of conduct or dealing between the parties; or (iii) applicable trade practice.
Waiver. The failure of us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
Severability. Subject to the section titled “Arbitration,” in the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.
Interpretation. Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.
Section Titles. The headings used in the Terms are included for convenience only and will not limit or otherwise affect these Terms.
If you have any questions or concerns with respect to these Terms, the Products or the Site, or to report any violations of these Terms, please contact us at: email@example.com.