Cibo Meals Terms & Conditions

Last updated 4/22/2018

Terms and Conditions of Cibo Meals LLC.

Welcome and thank you for visiting CiboMeals.com (“Site”) and our Terms and Conditions (“Terms”).

PLEASE REVIEW THE TERMS CAREFULLY, PARTICULARLY SECTION 5.3 DETAILING THE AUTO-RENEWAL SUBSCRIPTION LANGUAGE, SECTION 21.1 RELATED TO ALLERGENS, AND SECTION 24 RELATED TO BINDING ARBITRATION. IF YOU DO NOT AGREE TO THE TERMS IN THEIR ENTIRETY, YOU ARE NOT AUTHORIZED TO USE THE CIBO MEALS OFFERINGS IN ANY MANNER OR FORM.

Please note that the Site, Products, Content, Social Media, and Gift Cards, for the purposes of these Terms, are considered to be the “Offerings”. By using and/or accessing the Offerings, you agree to comply with and be bound by the Terms in their entirety. Furthermore, the Terms are inclusive of Cibo Meal’s Privacy Policy (“Privacy Policy”), and all other applicable Cibo Meals operating rules, policies, and other supplemental terms and conditions or documents that may be published on the Site, or which you may be otherwise notified of in writing, all of which are expressly incorporated in the Terms by reference.

You can print a copy of these terms and conditions for future reference.

Please tick the checkbox in the shopping cart to accept these terms and conditions (required to place your order). Please understand that if you refuse to accept these terms and conditions, you will not be able to order any Products from our Site.

1. INFORMATION ABOUT US

Cibo Meals, LLC, (“Cibo Meals”) is a Sole-Ownership Limited Liability Company in the State of Colorado with offices at:

5480 West 51st AvenueDenver, CO 80212

2. SERVICE AVAILABILITY AND YOUR STATUS

The Site, and Offerings, are intended for use by individuals in the state of Colorado. At this time, we do not accept orders from individuals outside of Colorado. As such, by placing an Order through our Site you warrant that you: (1) Are legally capable of entering into these Terms; and (2) Are at least 18 years old.

3. MODIFICATION

In our sole discretion, Cibo Meals shall have the right to change, amend, add to, remove, or supplement the Terms (including the Privacy Policy), without notice to you; provided, however, that: (1) changes to the procedures applicable to the resolution of disputes shall only apply to disputes which arise after the modified or additional provision is published on the Site; and (2) changes to the prices or the manner in which Cibo Meals shall bill customers shall only apply to products delivered after the modified or additional provision(s) is/are published on the Site.

The latest Terms will be posted on the Site, and you should review the Terms prior to using any Products offered by Cibo Meals and from time to time thereafter. By your continued use of Cibo Meals, you hereby agree to comply with, and be bound by, all of the terms and conditions contained within the Terms in effect at the time you access any Offerings offered by Cibo Meals (other than for changes to the price/billing or dispute resolution pursuant to the preceding paragraph). All other amendments or modifications to the Terms shall be effective immediately upon publication on the Site.

4. ACCOUNT CREATION

In order to utilize specific features on the Site, individuals will need to create an account with Cibo Meals. Should you create an account with Cibo Meals, you agree to: (1)provide the accurate and up-to- date information, as well as updating the information as necessary; (2) maintain the security of your password and accept the risks associated with access to your account which is not authorized by you; and (3) notify us as soon as possible either at info@cibomeals.com if you believe there have been any breaches to the security of the Site, or your account information.

5. CIBO MEALS’ SERVICES

Cibo Meals Delivery Service. Our Delivery Service is an optional way to order Cibo Meals Products and Services. As part of the Products Service, each week we offer two options of prepared meals that you may choose from (“Meal Options”). When you place an order, you will receive a ready-to-eat vegetarian meal, packaged in a glass jar with a plastic twist-on lid, including any applicable sides and/or toppings that are included with said Meal Options. Upon your first time ordering, you will receive a free Cooler Bag to keep, in which your meals will be delivered with. Upon subsequent deliveries, Cibo Meals asks that you leave your Cooler Bag outside in a visible place where your new meals may be placed into. Cibo Meals also asks that you leave the glass jar(s) and plastic lid(s) from your previous order(s) inside of the Cooler Bag to be retrieved for sanitation and reuse. If the Cooler Bag is not left out or is not visible to the Delivery Person, your meals will be left in a brown paper bag. Cibo Meals does not take responsibility for the freshness and/or temperature of you meals once they have been delivered. If you feel that your meals are no longer edible within four hours of delivery, please immediately contact Cibo Meals at info@cibomeals.com or call (720) 530-3140. After the four-hour timeframe, Cibo Meals takes no responsibility for the freshness and/or temperature of you meals. If your Delivery is stolen or destroyed because of an act of nature, Cibo Meals cannot be held responsible, however, please contact us within 24 hours of expected delivery at billing@cibomeals.com to discuss the matter. You can find specific details regarding your Meal Options and the Delivery Service by accessing your account details via the Site.

6. PRICING

Price Adjustments. We reserve the right to adjust prices in our sole discretion, at any time and without notice to you; provided, however, that we will provide you with at least seven (7) days’ advance notice of any price changes to our Product rates. Your acceptance of deliveries of the Products after such notice has been delivered to you will constitute your acceptance of such price changes. All prices shown on the Site are in U.S. dollars. Any applicable taxes and other fees or charges are not included and are additional to any prices shown on the Site. Prices, taxes or other fees may vary geographically.

7. DAMAGED MEALS

Given the perishable nature of many of our ingredients, and market conditions and product supply beyond our control, we reserve the right to adjust the quantity of any ingredients in a Meal Kit, to discontinue the use of any ingredient or Product, or to substitute any ingredients or entire Meal Kits, all without notice. While we make every effort to ensure that you are provided with the very best ingredients for our Meal Kits, these switches may occasionally be required. If such a substitution is required, we will make reasonable efforts to notify you prior to shipment. If you have any issues with any substitution, or either an ingredient or a Meal Kit, please contact us at hello@hellofresh.com or call (646) 846-3663. Additionally, please note that, on occasion, HelloFresh will include products from our partners in our meal boxes which may contain some or all of the 8 major allergens (in addition to other ingredients). Please refer to Section 21.1 to review our allergen policy. Additionally, if you have any questions or concerns about any additional products or materials in your Meal Box, please contact Customer Care at hello@hellofresh.com or call (646) 846-3663.

8. GIFT CARDS

You may purchase and/or otherwise receive Gift Cards, in increments of a $20.00 value each, through the Site. You must place an order with a minimum of twenty ($20.00) dollars with Cibo Meals in order to redeem a Gift Card. All orders are subject to the Terms in all respects. Redemption of Gift Cards will result in the validation of the Gift Card, and the Gift Card cannot be used again. Gift Cards are not redeemable for cash or credit, except to the extent required by applicable law. Cibo Meals is not responsible for lost or stolen Gift Cards. Lost or stolen Gift Cards cannot be replaced (except as required by law). All sales of Gift Cards are final and nonrefundable, and coupon codes are not applicable to Gift Cards in any way.

9. DELIVERY

9.1

Cibo Meals Delivery Period. Cibo Meals’ “Delivery Period” begins on Tuesdays between 3:30 through 6:30 p.m., and continues on Wednesdays between 9:00 a.m. through 1:00 p.m. The start of our Delivery Period means that new Meal Options are available to be delivered to your home or office, as specified in your order.

9.2

Meal Option Selection. You have the option of selecting the specific Meal Option(s) you would like to receive, on a weekly basis. Every week, unless otherwise specified, each of the two Meal Options will be available to order in “Regular” (Quart) size, and/or “Piccolo” (Pint) size. There is a minimum of twenty ($20.00) dollars to place an order (excluding sales tax) for any Meal Option Selection, excluding any Promotions or Coupon Codes applied to the order.

For further information, please refer to the diagram below, or email questions to info@cibomeals.com:

9.3

Ordering Deadline & Cancellations. Please note that the order cutoff time is 10:00 a.m. on Mondays. Any orders received after this time may or may not be fulfilled, at the discretion of Cibo Meals. You will be notified if your late order can be completed and delivered or not. Orders placed any time after Sundays at midnight (12:00 p.m.) cannot be cancelled for any reason, unless discussed and voided by Cibo Meals. If you do not cancel your order before the time listed above, you will be charged and receive your order for that week.

9.4

Delivery Specifics. In the case of weather or other unforeseen causes which inhibits the ability to make safe deliveries, 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 on a day other than the general Cibo Meals Delivery Period outlined in section 9.1. If the delivery of your Order is not feasible, we will cancel your delivery for the period so affected and issue you a credit, as determined in our sole discretion, or refund of a part or the whole of the purchase price for that Order. You will be notified of said refund via email, and can contact Cibo Meals with any further issues at billing@cibomeals.com.

10. FORCE MAJEURE

We will not be liable or responsible for any failure to perform, or delay the performance of, any of our obligations that is caused by events outside our reasonable control (“Force Majeure Event”). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes, but is not limited, to the following: (1) Strikes, lock-outs, or other industrial action; (2) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war, or threat or preparation for war; (3) Fire, explosion, storm, flood, earthquake, subsidence, epidemic, or other natural disaster; (4) Impossibility of the use of railways, shipping, aircraft, motor transport, or other means of public or private transport; (5) Impossibility of the use of public or private telecommunications networks; and (6) The acts, decrees, legislation, regulations, or restrictions of any government.

Our performance under these Terms is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable efforts to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms may be performed despite the Force Majeure Event.

11. RECEIPT OF THE MEALS AND FOOD PREPARATION

Cibo Meals refrigerates our meals from cooking completion and jarrign to delivery set-up, upon which meals are kept in insulated containers for delivery, which occurs within a three-hour time period. Upon delivery, the meals will be placed inside the existing Cooler Bag, if present, or inside a brown paper bag. If the Cooler Bag is not present, Cibo Meals cannot confirm the safety of the delivered meals when left in a paper bag. If the Customer prefers to leave their own cooler out for deliveries, this is acceptable to Cibo Meals. If the outside temperature is 50 degrees Fahrenheit or more, Cibo Meals will include a plastic, reusable ice pack with your delivery. However, delivered meals should be brought inside and refrigerated as quickly as possible after delivery to ensure freshness and food safety. Cibo Meals often uses a third party to deliver to customers. Please note that you are responsible for reviewing the Order upon delivery and inspecting all of the Products contained within for any defects or other problems upon delivery. If you are not home when your Order is delivered, the Order will be left at your door or in a common area. Upon the completion of your review of the Order, we recommend that you place all items in your refrigerator to ensure the meals’ integrity. The risk of loss and/or damage passes to you at the time of delivery. We highly recommend that you review the USDA’s instructions on safe food handling, which can be found here: https://www.fsis.usda.gov/wps/portal/fsis/topics/food-safety-education/get-answers/food-safety-fact-sheets/safe-food-handling. All items are solely at your risk from the time of delivery. As such, you are solely responsible for any preparatory steps, storage of the contents of any Orders, and the cooking of all the ingredients of the respective Orders.

For more information, please see the USDA’s website, found here: https://www.usda.gov/

12. RECIPE NOTES

Additionally, please note that each meal will have a corresponding recipe note card included in your delivery. If your delivery does not include one of these recipe note cards, please contact us at info@cibomeals.com. These notes may contain heating and serving suggestions, side and topping options, seasoning suggestions, and protein option recommendations. However, any of the above items included on the recipe note card are simply suggestions on the part of Cibo Meals, and are at the Customer’s discretion to utilize or not.

13. PROPRIETARY RIGHTS

Cibo Meals is the owner and operator of the Site. Additionally, Cibo Meals is the owner of, or duly licensed to utilize, all content, features, and functionality (including, but not limited to, all information, text, graphics, software, video, and audio, and the design, selection, and arrangement thereof) published on the Site, all of which is protected by the United States and international copyright, trademark, trade secret, and other intellectual property or proprietary rights laws.

Users are only permitted to use these materials in order to utilize Cibo Meals’ Offerings for personal, non-commercial use. Any other use of Cibo Meals’ materials, including modification, distribution, or reproduction for purposes other than the personal usage of Cibo Meals’ Offerings, without written approval from Cibo Meals (which can be provided through email at info@cibomeals.com) is prohibited.

14.1

Trademarks. “HelloFresh,” all other HelloFresh marks and logos, and all titles, characters, names, graphics, and button icons are service marks, trademarks, and/or trade dress of HelloFresh or otherwise proprietary to HelloFresh and may not be used by you for any reason other than as expressly permitted by the Terms. All other trademarks, service marks, product names, and company names, logos, designs, or slogans appearing by and through the HelloFresh Offerings are the property of their respective owners and you do not acquire any ownership rights in or to such marks, logos, or names by using and/or accessing the HelloFresh Offerings.

14.2

Copyright Policy. HelloFresh reserves the right to terminate any end-user’s access to the HelloFresh Offerings where that end-user infringes upon third-party copyrights. Please notify us at hello@hellofresh.com if you believe any infringement has occurred.

15. PROHIBITED USES

You may use Cibo Meals Offerings only for lawful purposes and in accordance with these Terms and Conditions. You agree not to use the Offerings:

In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.

To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Content Standards Set out in Section 19.1 of these Terms.

To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.

To impersonate or attempt to impersonate Cibo Meals, an employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm Cibo Meals or users of the Site or expose them to liability.

Additionally, you agree not to:

Use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Site.

Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.

Use any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without our prior written consent.

Use any device, software, or routine that interferes with the proper working of the Site.

Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.

Attack the Site via a denial-of-service attack or a distributed denial-of- service attack.

Otherwise attempt to interfere with the proper working of the Site.

 

16. NON-USER THIRD PARTY CONTENT

We may display content, advertisements, and promotions from third parties through the Site, in mailings or emails containing information regarding other companies, or with or contained within Cibo Meals’ Offerings (“Third Party Content”). The Third Party Content is not endorsed, adopted by, or controlled by Cibo Meals, and we make no representations or warranties of any kind regarding such Third Party Content, regarding its accuracy or completeness. You acknowledge and agree that your interactions with third parties providing Third Party Content through or on Cibo Meals’ Offerings (including, but not limited to, our Site, Social Media, other Content, or Products) are solely between you and such third parties.

17. USER CONDUCT

You agree that you will not violate any statute, regulation, intellectual property (including, but not limited to, copyright and trademarks), contractual obligations, other third party rights, or commit a tort, and that you are solely responsible for your conduct, while accessing or using the Site or App. You agree that you will abide by these Terms and will not: (1) display personal or confidential information related to any third party, including, but not limited to, street addresses, email addresses, last names, telephone numbers, and URLs; (2) attempt to access or use another user’s account unless permitted to do so, in writing, from both the user and Cibo Meals; (3) engage in any behavior which is deemed to be harassment, threatening, stalking or predation of any other person; (4) make any claim, statement, or assertion, or imply, that your claim, statement, or assertion is endorsed by Cibo Meals without Cibo Meals’ express written consent; (5) engage in the commercial solicitation of other end-users; (6) collect or record end-users’ personal information without their prior written consent; (7) develop or use any third party applications that interact with any of Cibo Meals’ Content, the Site, without our prior written consent; (8) use the Site in any way that prevents or inhibits other end-users from fully utilizing the Site or in a way that could overburden or interfere with the functioning of the Site in any manner; (9) use any manual or automatic process, means, or interface (including, but not limited to robot, spider, script or, browser extension), which Cibo Meals has not authorized to access the Site, to retrieve or index data; (10) decipher or reverse engineer any portion of the Site that may reveal source code or bypass items designed to obstruct, limit, or stop access to any Content, specific site within the Site, or code within the Site; (11) access or attempt to access any portion or feature of the Site which you are not authorized to access, pursuant to these Terms or any subsequent agreements; or (12) use the Site for any illegal purpose.

18. USER CONTENT

Pursuant to the specifications located in these Terms, the Site, or any social media platforms on which Cibo Meals has an official page or feed, may include, now or in the future, areas (“Interactive Areas”) that allow users to post content, including but not limited to, recipes, reviews, photos, videos, music, sound, text, graphics, code, or other materials (“User Content”). Any User Content you post must, in its entirety, comply with all applicable federal, state, local and international laws and regulations, and these Terms (including, but not limited to, the Prohibited Uses and User Content Standards set out in Sections 16 and 19.1 of these Terms, respectively).

You understand and acknowledge that you are responsible for any User Content you submit or contribute and your use of any Interactive Areas of the Site, and you, not Cibo Meals, have full responsibility for such content and use, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other user of the Site. You understand and acknowledge that User Content that you share with a third party through the Site or third party platforms will be viewable by others in accordance with the privacy settings you establish.

18.1

User Content Standards. Any User Content you post to the Site will be considered non-confidential and non-proprietary. By providing any User Content on the Website, you represent and warrant that:

You own or control all rights in and to the User Content and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.

You grant Cibo Meals and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose.

All of your User Content does and will comply with these Terms.

By using the Interactive Areas of the Site you further agree not to create, post, share or store any of the following: (1) Any content that would encourage, either express or implied, conduct that could be deemed a violation of a statute or regulation; (2) Any content that is determined, by HelloFresh in its sole determination, to be indecent, obscene, abusive, threatening, pornographic, or harassing; (3) Any content that violates the proprietary rights of a third party; (4) Any content that contains confidential information; (5) Any content that impersonates, or misrepresents your affiliation with, any person or entity without their express permission; (6) Any content that contains any viruses or other computer code, files, or programs designed to harm, inhibit the operative ability of, or destroy part/all of the Site and App; (7) Any content that contains solicitations, including, but not limited to, any advertisements, promotional materials (other than those directly related to HelloFresh), and political campaign requests; (8) Any content that, in our sole judgment, is objectionable or that restricts or inhibits any other person from using or enjoying the Site, Products, or Offerings, or that may expose HelloFresh or others to any harm or liability of any type.

Although we are not required to regulate User Content, we reserve the right, in our sole discretion, to monitor, edit or remove User Content posted or stored on the Site for any reason. You are solely responsible for creating backup copies of and replacing any User Content you post or store on the Site at your sole cost and expense.

18.2

Rights in User Content. We do not claim any ownership interest in your User Content. However, by uploading, posting or submitting User Content to the Site, to our pages or feeds on third party social media platforms (e.g., Cibo Meals’ Facebook page, Instagram page, or Twitter feed), you hereby: (1) grant Cibo Meals and its affiliates and subsidiaries a nonexclusive, royalty-free, transferable, worldwide, perpetual, irrevocable and fully sub-licensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and publicly display your User Content, in whole or in part, and your name, likeness, voice and persona in any manner or media and for any purpose whatsoever at our sole discretion, including, without limitation, for publicity, promotional, advertising, trade, business, illustration, artistic and other commercial and noncommercial purposes; (2) represent and warrant that (a) you own and control all of the rights to the User Content or you otherwise have the lawful right to post such User Content, (b) the User Content is non-confidential and you authorize Cibo Meals to use such User Content for the purposes described in these Terms, (c) the User Content is accurate and not misleading or harmful in any manner, and (d) the User Content, and your use and posting thereof, does not and will not violate these Terms or any applicable law, rule, regulation or third party right.

19. INDEMNIFICATION

You agree to defend, indemnify and hold harmless Cibo Meals, our affiliates, service providers, and licensors and their respective directors, officers, agents, contractors, partners, licensors, representatives, suppliers and employees, from and against any loss, liability, threatened or actual claim, demand, damages, costs and expenses, (including reasonable legal fees) arising out of or in connection with your use of the Site, the Products or any Offerings, or any information obtained therefor other than as expressly authorized in these Terms. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate as fully as reasonably required by us. You agree to promptly notify Cibo Meals of any third-party claims, cooperate with Cibo Meals 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 Cibo Meals.

20. DISCLAIMERS

YOU ARE SOLELY RESPONSIBLE FOR, AND ASSUME ALL RISKS RELATED TO, THE PROPER AND SAFE STORAGE, PREPARATION AND HEATING, IF DESIRED, USE, AND CONSUMPTION OF THE CONTENTS OF THE DELIVERIES. AS SUCH, ALL CONTENTS OF THE RESPECTIVE DELIVERIES ARE PROVIDED “AS-IS” AND “AS AVAILABLE,” AND, TO THE FULLEST EXTENT ALLOWABLE UNDER THE APPLICABLE LAW, ALL EXPRESS AND IMPLIED WARRANTIES ARE DISCLAIMED. THIS SPECIFICALLY INCLUDES, BUT IS NOT LIMITED TO, THE WARRANTY FOR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF MERCHANTABILITY, AND WARRANTIES FOR THE NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.

20.1

Allergen Information. PLEASE NOTE THAT THE EIGHT MAJOR ALLERGENS, AS DETERMINED BY THE US FOOD AND DRUG ADMINISTRATION, WHICH ARE WHEAT, EGG, SOY, MILK, TREENUTS, PEANUTS, FISH, AND SHELLFISH, ARE STORED, PORTIONED, AND PACKAGED IN CIBO MEALS’ KITCHEN AND FELLOW KITCHENS WITHIN ROCKY MOUNTAIN COMMISSARY. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT WE STORE, PORTION AND PACKAGE THESE PRODUCTS, AND WHILE CIBO MEALS TAKES PRECAUTIONS TO LIMIT ANY CROSS-CONTAMINATION, CROSS-CONTAMINATION MAY OCCUR BETWEEN FOOD PRODUCTS, AND THUS, THE RESPECTIVE MEALS, MAY CONTAIN SOME OR ALL OF THE ALLERGENS LISTED. YOU ARE ALSO SOLELY RESPONSIBLE FOR KNOWING ABOUT ANY FOOD ALLERGIES YOU MAY HAVE AND VERIFYING THE PRODUCTS AND THEIR CONTENTS BEFORE ORDERING, HANDLING, PREPARING, USING OR CONSUMING SUCH PRODUCTS. CIBO MEALS DOES NOT REPRESENT OR WARRANT THAT THE NUTRITION, INGREDIENT, ALLERGEN, AND OTHER PRODUCT INFORMATION ON OUR SITE IS ACCURATE OR COMPLETE SINCE THIS INFORMATION IS PROVIDED BY THE PRODUCT MANUFACTURERS OR SUPPLIERS AND ON OCCASION MANUFACTURERS MAY MODIFY THEIR PRODUCTS AND UPDATE THEIR LABELS. WE RECOMMEND THAT YOU DO NOT RELY SOLELY ON THE INFORMATION PRESENTED ON OUR SITE AND THAT YOU CONSULT CIBO MEALS IN ORDER TO PROVIDE INFORMATION TO CONTACT THE MANUFACTURER DIRECTLY IF YOU HAVE A SPECIFIC DIETARY OR ALLERGIC CONCERN OR QUESTION ABOUT A PRODUCT.

20.2

Specifications Related to Warranties. WE ATTEMPT TO DISPLAY THE INGREDIANTS YOU WILL RECEIVE IN YOUR ORDER AND OTHER MATERIALS AND INFORMATION YOU VIEW ON THE SITE, INCLUDING PRICING AND NUTRITIONAL INFORMATION, AS ACCURATELY AND RELIABLY AS POSSIBLE. HOWEVER, WE DO NOT GUARANTEE THE ACCURACY OF SUCH MATERIALS AND INFORMATION. IN THE EVENT OF AN ERROR, WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION AND SUBJECT TO THESE TERMS, TO CORRECT SUCH ERRORS AND REVISE YOUR ORDER ACCORDINGLY (INCLUDING CHARGING THE CORRECT PRICE) OR TO CANCEL YOUR ORDER AND ISSUE YOU A CREDIT REFUND. YOU FURTHER AGREE THAT THE MEALS AND OTHER MATERIALS YOU RECEIVE IN YOUR ORDER MAY VARY FROM THE MEALS AND MATERIALS DISPLAYED ON THE SITE 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 SITE MAY CONTAIN INFORMATION ABOUT PRODUCTS THAT ARE NOT AVAILABLE IN EVERY LOCATION. A REFERENCE TO A PRODUCT ON THE SITE DOES NOT IMPLY OR GUARANTEE THAT IT IS OR WILL BE AVAILABLE IN YOUR LOCATION OR AT THE TIME OF YOUR ORDER.

We reserve the right to change any and all Content and to modify, suspend or stop providing access to the Site (or any features or functionality of the Site) and the Products at any time without notice and without obligation or liability to you.

21. LIMITATION OF LIABILITY; RELEASE

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CIBO MEALS, ITS AFFILIATES (INCLUDING, BUT NOT LIMITED TO, THEIR LICENSORS, SERVICE PROVIDERS, DIRECTORS, OFFICERS, AGENTS, PARTNERS, REPRESENTATIVES AND EMPLOYEES) SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY/PUNITIVE DAMAGES. THIS LIMITATION SHALL INCLUDE, BUT IS NOT LIMITED TO, DAMAGES RELATED TO PERSONAL INJURY; PAIN AND SUFFERING; EMOTIONAL DISTRESS; BUSINESS INTERRUPTION; LOSS OF PROFITS, REVENUE, BUSINESS OR ANTICIPATED SAVINGS, USE, GOODWILL, DATA; AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE) BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORSEEABLE.

ADDITIONALLY, IN NO EVENT SHALL CIBO MEALS BE LIABLE FOR DISPUTES ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE, OR CONTENT (INCLUDING, BUT NOT LIMITED TO, USER CONTENT, THIRD PARTY CONTENT, CONTENT OF LINKED THIRD PARTY SITES), OR THE ORDERING, 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 CIBO MEALS, OR FROM EVENTS BEYOND CIBO MEALS’ 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). 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 CIBO MEALS PARTIES FROM AND AGAINST, AND COVENANT NOT TO SUE ANY SUCH CIBO MEALS PARTY FOR, ALL CLAIMS YOU HAVE OR MAY HAVE ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS ON LIABILITY AND IN SUCH JURISDICTIONS THE LIABILITY OF CIBO MEALS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF YOU HAVE ANY QUESTIONS PERTAINING TO THE LIMITATIONS OF LIABILITY DESCRIBED IN SECTION 21, PLEASE EMAIL info@cbomeals.com.

THE LIMITATIONS SET FORTH IN THIS SECTION 21 SHALL NOT AFFECT LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW/JURISDICTION, SUCH AS LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE DIRECTLY AND PROXIMATELY CAUSED BY OUR ACTS OR OMISSIONS, OR FOR OUR GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

22. MODIFICATIONS TO THE SITE AND PRODUCTS

We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Site (or any features or parts thereof) or the rates, delivery, or provision of the Products at any time.

23. DISPUTE RESOLUTION & BINDING ARBITRATION

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH CIBO MEALS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

23.1

Arbitration Is Binding. YOU AND CIBO MEALS ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE, AND EQUITABLE CLAIMS) BETWEEN YOU AND CIBO MEALS ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OR USE OF PRODUCTS OR OFFERINGS THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

This shall not apply to any disputes arising from Section 18, disputes in which a party seeks to resolve an issue in small claims court, seeks injunctive relief, or other equitable relief related to the use of proprietary rights.

23.2

Preliminary Resolution Attempts. You agree to notify Cibo Meals within fifteen (15) days of the occurrence or alleged occurrence of any dispute that could rise to become a small claim or claim that can be arbitrated according to these Terms. Notification can occur by contacting Cibo Meals at info@cibomeals.com or by mailing us at 5480 West 51st Avenue, Denver, Colorado, 80212. Upon receipt of the notification, both parties shall attempt to resolve the issue within sixty (60) days. If we cannot otherwise satisfactorily resolve your dispute and you wish to proceed, you must submit your dispute for resolution by arbitration in accordance with these Terms.

23.3

Waiver of Class Actions & Class Arbitrations. To the fullest extent permitted by law, you agree to arbitration on an individual basis, and to give up any rights to bring, join, or participate in any class action or representative action with respect to any claim, dispute or controversy that you may have against Cibo Meals. In any such dispute, NEITHER PARTIES ARE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. Unless both you and Cibo Meals agree otherwise, the arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. You agree to the entry of injunctive relief to stop such a lawsuit or to remove you as a participant in the suit, and to pay the attorney’s fees and court costs that Cibo Meals incurs in seeking such relief.

This provision preventing you from bringing, joining, or participating in class action lawsuits and class arbitrations: (A) does not constitute a waiver of any of your rights or remedies to pursue a claim individually and not as a class action in binding arbitration as provided above; and (B) is an independent agreement. The arbitral tribunal has no power to consider the enforceability of this class action and class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. You may opt-out of these dispute resolution provisions, pursuant to Section 24.5.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

24.4

Arbitration Proceedings. For claims of Ten Thousand Dollars ($10,000.00) or less, you can choose whether the arbitration proceeds in person, by telephone, or based only on submissions. Nothing contained herein shall be construed to preclude any party from: (i) seeking injunctive relief in order to protect its rights pending an outcome in arbitration; and/or (ii) pursuing the matter in small claims court rather than arbitration. Although we may have a right to an award of attorneys’ fees and expenses if we prevail in arbitration, we will not seek such an award from you unless the arbitrator determines that your claim was frivolous.

 

The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. If you prevail on any claim that affords the prevailing party attorneys’ fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

24.5

Opt Out Rights. You may pursue your claim in small-claims court rather than arbitration (as it pertains to Section 24) if you provide written notice of this intention within sixty (60) days of the day you agreed to (or are determined to have agreed to) these Terms. If you choose to opt out, send written notice to: Compliance, HelloFresh, 40 West 25th St, 7th Floor, New York, NY 10010. Please include your name, contact information, and a clear statement that you would like to opt out of the provisions related to binding arbitration. Please note that, all other provisions of the Terms, including Section 25, will still apply. The Arbitration or smalls-claim court proceeding will be limited solely to your individual dispute.

 

25. GOVERNING LAW AND VENUE

All matters relating to these Terms, your access to and use of the Site/App, and your order, receipt, and use of the Products, and any dispute or claim arising therefrom or related thereto shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law rules or provisions (whether of the State of New York or any other jurisdiction). Any dispute arising out of, or related to, these Terms or HelloFresh’s Offerings that is not subject to arbitration or cannot be heard in small claims court, shall be resolved exclusively in the state or federal courts of the State of New York and the United States, respectively, sitting in the State of New York, County of New York, Borough of Manhattan. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

26. TERMINATION AND SURVIVAL

Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate or suspend your right to access or use the Site and to order, receive and use the Products, at any time and for any or no reason, including, without limitation, any violation of these Terms. You acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, for which you have received a corresponding delivery, to the fullest extent permitted by applicable law.

27. SEVERABILITY AND WAIVER

If any of these Terms and Conditions or any provisions of a Contract are determined by any competent jurisdiction to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions, and provisions which will continue to be valid to the fullest extent permitted by law.

No waiver by HelloFresh of any provision in these Terms and Conditions shall be deemed a further or continuing waiver of such provision or a waiver of any other provision, and any failure to assert a right or provision under these Terms does not constitute a waiver of such right or provision.

28. MISCELLANEOUS

These Terms and any document expressly referred to in them constitute the whole agreement between you and HelloFresh, and supersede all previous discussions, correspondence, negotiations, arrangements, understandings, or agreements between us relating to the subject matter of any Contract. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of HelloFresh. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.