Terms & Conditions
These Terms of Service (“Terms”) govern your use of the Blueberry Cart Inc. (“BBC”) services, including BBC website, mobile applications if any, APIs, and any websites (or portions thereof) or mobile applications that are operated by BBC (collectively, the “Services”). This Agreement applies to all visitors, users, and others who access the Services (each, hereafter, a “user”).
By using the Services, you agree to be bound by these Terms and Conditions, acknowledge and agree to the collection, use and disclosure of your personal information in accordance with BBC’s Privacy Policy.
SECTION 8 (“DISPUTES & ARBITRATION”) OF THESE TERMS (THE “ARBITRATION AGREEMENT”) PROVIDES THAT ANY CLAIMS THAT YOU AND BLUEBERRY CART INC. HAVE AGAINST EACH OTHER, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THESE TERMS, WILL, WITH LIMITED EXCEPTIONS, BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST BLUEBERRY CART INC. ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU ALSO WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS. PLEASE SEE SECTION 8 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT, THE POSSIBLE EFFECTS OF THIS ARBITRATION AGREEMENT, AND HOW TO OPT OUT OF THE ARBITRATION AGREEMENT.
The Services comprise a technology platform that presents you with a set of one or more retailer (each a “Retailer”) virtual storefronts from which you can select goods for shipping to your location or, if available, for you to pick up in-store. Depending on the Retailer from whom you purchase goods through the Services, picking, packaging, and shipping services may be performed by third parties, which may include Retailer personnel, independent contractors, and third party logistics providers (collectively, “Third Party Providers”).
You acknowledge that services provided by Third Party Providers are provided by third-party independent contractors who are not employed by BBC. You acknowledge that BBC does not supervise, direct, or control the performance of services provided by Third Party Providers to you or for your benefit.
When you use the Services to place an order for goods, you authorize the purchase of those goods from the Retailers you select and, if you have selected shipping services, the shipping and delivery of those goods by Third Party Providers. Unless otherwise specified, you acknowledge and agree that BBC and the Third Party Provider are collectively acting as your agents in the ordering, picking, packing, shipping, and/or delivery of goods purchased by you and the Retailer—not the Third Party Provider (e.g., shipping company) and not BBC—is the seller of the goods to you. You agree that your purchase is being made from the Retailer you have selected, that Retailer is the merchant of record, and that title to any goods passes to you when they are purchased at the applicable Retailer’s store. You agree that BBC or the applicable retailer will obtain a credit card authorization for your credit card on file with BBC to cover the cost of the goods you have purchased from the retailer and any separate BBC fees, and your card will be charged for the goods purchased by you and any applicable fees, taxes and/or tips.
BBC may change the fees it charges for the Services, including but not limited to service fees and heavy order fees. Retailers set the prices of the goods on the Services, and some Retailers may set prices for goods on the Services that are different than in-store prices. You can view each Retailer’s pricing policies on their storefront on both the website and in the BBC app.
You also acknowledge and agree that, except as expressly provided for otherwise in these Terms or a separate agreement between you and BBC, BBC does not form any employment or agency relationship with you and does not hold title to any goods that you order through the Services.
Unless otherwise indicated, all prices and other amounts are in the currency of the jurisdiction where the delivery takes place. In Canada, the price being charged will be in Canadian Dollars (“CAD”) and in the United States, prices will be charged in US Dollars (“USD”).
Occasionally there may be information on the Services that contains typographical errors, inaccuracies, or omissions that may relate to pricing, product descriptions, promotional offers, and product availability. BBC reserves the right to correct any errors, inaccuracies or omissions and to change or update information or refuse or cancel orders if any information on the Services is inaccurate at any time without prior notice (including after you have submitted your order and/or your credit card has been charged).
- Your Use of the Services
BBC grants you a limited, non-exclusive, non-transferable, and revocable license to use the Services for their intended purposes subject to your compliance with these Terms and BBC’s policies. You may not copy, modify, distribute, sell, or lease any part of the Services. Unless such restriction is prohibited by law or you have BBC’s written permission, you may not reverse engineer or attempt to extract the source code of the Services. You may only access the Services through the interfaces that BBC provides for that purpose (for example, you may not “scrape” the Services through automated means or “frame” any part of the Services), and you may not interfere or attempt to disrupt the Services.
Some parts of the Services may allow you to upload or submit content (such as text, images, video, recipes, lists, links, and other materials). You retain all rights in any content that you upload or submit, and are solely responsible for that content. You grant BBC a non-exclusive, royalty-free, worldwide, transferable, sub-licenseable, perpetual license to use, store, publicly display, publicly perform, reproduce, modify, create derivative works from, and distribute any such content for the purposes of operating, providing, and improving the Services. BBC may, in its sole discretion, remove or take down any content that you upload or submit to the Services for any reason, including violation of these Terms or any other policies.
You may have the option of accessing the Services through downloadable software and this software may update itself automatically on your device. Some software, or portions of software, in the Services may be governed by open source licenses. In that case, BBC will make such licenses available to you and, in the case of conflict between such a license and these Terms, the open source license will control but only with respect to the software, or portion of the software, to which it applies.
If you are using BBC Services for its intended purposes on behalf of a business or other entity, you represent and warrant that you have the necessary authority to bind that business or entity to these Terms and that you are agreeing to these Terms on behalf of that business or entity.
In order to use the Services, you may need to create a user account. You agree that you are responsible for all conduct and transactions that take place on or using your account and that you will take precautions to keep your password and other account information secure. You also agree that you will comply with all applicable laws when accessing or using the Services and you will respect those who you encounter in your use of the Services, including Third Party Providers and BBC personnel, including individuals who support BBC’s Help Center. BBC reserves the right to decline orders, refuse partial or full delivery, terminate accounts, and/or cancel orders at any time in its sole discretion.
We are constantly modifying and improving the Services. BBC may introduce new features, change existing features, or remove features from the Services at any time and without notice. If you provide BBC with any feedback on or comments regarding the Services, you grant BBC the right to use such feedback or comments for any purpose without restriction or payment to you.
If you have any requests for order cancellations, refunds, or returns, please visit your account to initiate such requests or review our Help Center articles for our policies regarding the same.
- Blueberry Inc. Communications:
By creating an BBC user account, you agree to accept and receive communications from BBC or Third Party Providers, including via email, text message, calls, and push notifications to the email or cellular telephone number you provided to BBC. You understand and agree that you may receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of BBC, its affiliated companies and/or Third-Party Providers, including but not limited to communications concerning orders placed through your account on the Services. Message and data rates may apply. If you do not wish to receive promotional emails, text messages, or other communications, you may opt out of such communications at any time in Your Account Settings. You may also opt-out of receiving text messages from BBC by replying “STOP” from the mobile device receiving the messages.
- BBC Express
BBC Express is a membership program that gives priority to your order for shipping – at the time received – over orders in line and may reduce certain service fees for scheduled shipping or deliveries on orders over $40 with each Retailer placed through the Services for a monthly or yearly subscription fee (currently at the rate of 18$ per month or 40$ per three months). Shipping and Deliveries made by Third Party Providers via BBC Express are subject to availability.
UNLESS YOU CANCEL, BY DEFAULT (AND WITH PRIOR NOTICE TO THE EXTENT REQUIRED BY APPLICABLE LAW), YOUR BBC EXPRESS MEMBERSHIP WILL AUTOMATICALLY RENEW, AND THE APPLICABLE MEMBERSHIP FEE WILL BE AUTOMATICALLY CHARGED TO YOU AT THE TIME OF RENEWAL WITH AN ACTIVE CREDIT OR DEBIT CARD ON FILE IN YOUR ACCOUNT. The billing date will depend on the type of subscription that you choose when you sign-up for an BBC Express membership (monthly or yearly) and will be charged on the billing date indicated on your “Your Account” page. In certain circumstances, your billing date may change. For instance, if we are unable to successfully charge your card for the BBC Express membership fee on a given day (e.g., a Federal holiday or technical failures). BBC Express membership fees are fully earned upon payment.
If your payment details change, your card provider may provide us with updated card details. We may use these new details or details from other cards on file in order to help prevent any interruption to your BBC Express membership. If you do not want to have your card automatically updated, you can opt out of these services by contacting your issuing bank. If you would like to use a different payment method or if there is a change in payment method, please update your billing information on your “Your Account” page under the “Express” section. All billing information you provide to us must be truthful and accurate and you represent that you are authorized to use the card in the manner contemplated here. If the card you provided to us for payment is declined or if a payment was not successfully made by you, you remain responsible for any uncollected amounts. If a payment is not successfully made and you do not cancel your account, we may suspend your access to the Services, including without limitation your BBC Express membership, until we have successfully charged a valid credit or debit card.
If you do not want your membership to automatically renew, you can cancel your BBC Express membership at any time using this on your Account page. You may cancel your BBC Express membership within the first fifteen (15) calendar days of your paid BBC Express membership term and receive a refund of the BBC Express membership fee you paid, but only if you have not placed any orders using your BBC Express membership. If you cancel at any other time, you will not receive a refund, but you can continue to enjoy the benefits of your BBC Express membership through the end of your paid membership term.
From time to time, BBC may offer some users trial or other promotional memberships to BBC Express. Such trial or promotional memberships are subject to these Terms except as otherwise stated in the promotional offer, including which users are eligible for the promotional memberships. Only one trial or promotional membership is available per household and may not be combined with any other promotion. When the free trial or promotional membership period has expired, BBC will automatically charge you the applicable BBC membership fee to the credit or debit card on file with BBC. If you cancel your BBC Express membership before the free trial or promotional membership period has expired, BBC will not charge you for the subsequent BBC Express membership term. BBC may change the monthly or annual fee charged for BBC Express membership at any time, but any such fee change will not apply to current BBC Express members until such time as their current memberships expire and their memberships are renewed for another term.
We may change other terms or conditions applicable to BBC Express from time to time. Any new or renewed BBC Express memberships will be subject to the terms of service active at that time and displayed when you sign up for BBC Express. BBC may also make such changes with respect to current BBC Express memberships. In that case, BBC will provide you with notice at checkout of the changes and when those changes will take effect. If you disagree with the changes to your current BBC Express membership terms of service, you may cancel your BBC Express membership.
Your BBC Express membership cannot be transferred or assigned. BBC reserves the right to accept, refuse, or cancel your BBC Express membership at any time in its sole discretion.
- Third-party Products and Content
You agree that BBC does not assume responsibility for any products, content, services, websites, advertisements, offers, or information that is provided by third parties and made available through the Services, nor does BBC assume responsibility for your interactions with any Third Party Provider (including a Retailer). If you purchase, use, or access any such products, content, services, advertisements, offers, or information through the Services or you engage with any Third Party Provider, you agree that you do so at your own risk and that BBC will have no liability based on such purchase, use access, or engagement.
- SERVICE PROVIDED AS-IS AND RELEASE OF CLAIMS
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." BBC IS WAIVING THE WARRANTY OF MERCHANTIBILITY WHETHER EXPLICIT OR IMPLIED. BBC DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, EXPRESS, LEGAL, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. IN ADDITION, BBC MAKES NO REPRESENTATION, WARRANTY, CONDITIONS, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES, ANY SERVICES PROVIDED BY THIRD PARTY PROVIDERS, OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES FROM RETAILERS, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. BBC DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD-PARTY PROVIDERS, OR RETAILERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, ANY SERVICES PROVIDED BY THIRD PARTY PROVIDERS, OR ANY PRODUCTS REQUESTED BY YOU OR DELIVERED TO YOU, REMAINS SOLELY WITH YOU. THE SERVICES, WEBSITE, AND SOFTWARE ARE SUBJECT TO PERIODIC CHANGES, WHICH MAY BE MADE AT ANY TIME AND WITHOUT NOTICE TO YOU.
BBC DOES NOT GUARANTEE THAT THE SERVICES, WEBSITE, AND SOFTWARE WILL OPERATE WITHOUT ERRORS OR THAT THE SERVICES, WEBSITE, AND SOFTWARE ARE FREE OF COMPUTER VIRUSES OR OTHER MALWARE. YOU AGREE THAT BBC WILL NOT BE RESPONSIBLE FOR ANY ECONOMIC COSTS RELATING TO YOUR USE OF THE SERVICES, WEBSITE, OR SOFTWARE.
YOU AGREE THAT NEITHER BBC NOR ITS AFFILIATES, IF ANY, OR RETAILERS, LICENSORS, AND SUPPLIERS IS RESPONSIBLE FOR THE FITNESS OR CONDUCT OF ANY THIRD-PARTY PROVIDER OR FOR ANY SERVICES PROVIDED BY ANY THIRD-PARTY PROVIDER. NEITHER BBC NOR ITS AFFILIATES, RETAILERS, LICENSORS, OR SUPPLIERS WILL BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH THE ACTS OR OMISSIONS OF ANY THIRD-PARTY PROVIDER.
If you have a dispute with one or more Third Party Providers, you agree to release BBC (including BBC’s affiliates, if any, and each of their respective officers, directors, employees, agents, shareholders, retail partners, licensors, and suppliers) from any claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes.
Furthermore, you expressly waive any rights you may have under California Civil Code Section 1542 (or analogous laws of other jurisdictions), which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that, if known by him or her must, would have materially affected his or her settlement with the debtor or released party.”
U.S. FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATION OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
- LIMITATION OF LIABILITY
IN NO EVENT SHALL BBC (INCLUDING ITS AFFILIATES, IF ANY, AND EACH OF THEIR RESPECTIVE MEMBERS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, RETAIL PARTNERS, LICENSORS, AND SUPPLIERS) BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE SERVICES, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, OR THESE TERMS, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF BBC OR BBC’S AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL BBC (INCLUDING ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE MEMBERS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, RETAIL PARTNERS, LICENSORS, AND SUPPLIERS) BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY AND/OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO PHYSICAL DAMAGES, BODILY INJURY, DEATH AND/OR EMOTIONAL DISTRESS AND DISCOMFORT) ARISING OUT OF YOUR USE OF THE SERVICES, ANY SERVICES PROVIDED BY THIRD PARTY PROVIDERS, OR ANY PRODUCTS REQUESTED BY YOU OR DELIVERED TO YOU, EVEN IF BBC OR BBC’S AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BBC, ITS MEMBERS, PARTNERS, OFFICERS, AFFILIATES, RETAIL PARTNERS, LICENSORS, SUPPLIERS AND DISTRIBUTORS WILL NOT BE LIABLE FOR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES, ANY SERVICES PROVIDED BY THIRD PARTY PROVIDERS, OR ANY PRODUCTS REQUESTED BY YOU OR SHIPPED AND DELIVERED TO YOU FOR MORE THAN THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO BBC DURING THE PAST 12 MONTHS IN CONNECTION WITH THE SERVICES.
U.S. FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATION OF CERTAIN LIABILITIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. THE EXCLUSIONS AND LIMITATIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
- Indemnification
You agree to defend, indemnify and hold harmless BBC and its Members, Partners, officers, directors, employees, agents, shareholders, affiliates, and retail partners (each, an "Indemnified Party") from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys’ and experts’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from: (i) your unauthorized use of the Services or from any breach by you of these Terms, including without limitation any actual or alleged violation of any law, rule or regulation; (ii) any third party’s access or use of the Services using your BBC user account; or (iii) any dispute or issue between you and any third party, including without limitation any Retailer or other Third Party Provider.
- Disputes & Arbitration
This Section 8 (the “Arbitration Agreement”) applies to and governs any dispute, controversy, or claim between you and BBC that arises out of or relates to: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Services, including receipt of any advertising or marketing communications; (c) any transactions through, by, or using the Services, including any goods or services purchased or sold through, by, or using the Services; or (d) any other aspect of your relationship or transactions with BBC as a consumer.
Before initiating proceedings against BBC, you agree to contact BBC first and attempt to work out any such dispute amicably.
For residents of the United States, you agree to the following mandatory arbitration provisions:
Mandatory Arbitration: If we’re unable to work out a solution amicably, both you and BBC agree to resolve through binding arbitration, rather than in court, any dispute, controversy, or claim arising at any time out of or relating to: (i) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (ii) access to or use of the Services, including receipt of any advertising or marketing communications; (iii) any transactions through, by, or using the Services, including any goods or services purchased or sold through, by, or using the Services; or (iv) any other aspect of your relationship or transactions with BBC as a consumer.
Notwithstanding this mandatory arbitration provision, (a) you may assert claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis, and (b) you and BBC each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement of a party’s intellectual property rights.
This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of these Terms.
The Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), governs the interpretation and enforcement of this Arbitration Agreement and preempts all state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises from or relates to this Arbitration Agreement, then that issue shall be resolved under and governed by the law of the claimant’s state of residence.
TRIAL BY JURY WAIVER: BY ENTERING INTO THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT, WITH RESPECT TO ANY CLAIM(S) WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT, YOU AND BBC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY.
CLASS, COLLECTIVE, REPRESENTATIVE ACTION WAIVER: BY ENTERING INTO THESE TERMS, YOU ACKNOWLEDGE AND AGREE THAT, WITH RESPECT TO ANY CLAIM(S) WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT, YOU AND BBC ARE EACH WAIVING THE RIGHT TO BRING, JOIN, OR PARTICIPATE IN, EITHER AS A PLAINTIFF OR CLASS MEMBER, IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION OR PROCEEDING. YOU ALSO ACKNOWLEDGE AND AGREE THAT, UNLESS YOU AND BBC OTHERWISE AGREE IN WRITING, ANY ARBITRATION OF ANY CLAIM(S) WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. YOU FURTHER ACKNOWLEDGE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY IN YOUR FAVOR AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY YOUR INDIVIDUAL CLAIM(S), AND ANY RELIEF AWARDED CANNOT AFFECT OTHER BBC USERS. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR ENGAGE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ARBITRATION.
Opt-out of Mandatory Arbitration: You can reject and opt-out of this Arbitration Agreement within 30 days of first accepting these Terms by emailing BBC at amin.yacoub@blueberrycart.com with your first and last name and the email address associated with your account and stating your intent to opt-out of the Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of these Terms, including the provisions regarding controlling law or in which courts any disputes must be brought.
Except as described below for California residents, the arbitration shall be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “Rules”) in effect at the time the arbitration demand is made. The Rules are available at www.adr.org. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall apply.
The Parties agree to submit to the jurisdiction of a single neutral arbitrator (the “Arbitrator”) selected in accordance with the Rules. The Arbitrator will decide the rights and liabilities, if any, of you and BBC. The Arbitrator will have the authority to award the same damages and relief on an individual basis that a judge in a court of law can award to an individual. The Arbitrator shall follow the applicable law. The Arbitrator’s decision is final and binding on you and BBC.
You and BBC agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.
The arbitration will be held in the United States county where you live or use the Services, or a location you and BBC mutually agree upon in writing. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and BBC submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the Rules.
The Rules will govern the payment of all filing, administrative or arbitrator fees (“Arbitration Fees”) and each party will be responsible for their own Arbitration Fees under those Rules or to the maximum extent permitted by law.
For California residents, the arbitration shall be administered by ADR Services, Inc. (“ADR Services”) under its Arbitration Rules (the “ADR Services Rules”) in effect at the time the arbitration demand is made. The ADR Services Rules are available at: https://www.adrservices.com/services/arbitration-rules/. In the event of any conflict between the ADR Services Rules and this Arbitration Agreement, this Arbitration Agreement shall apply.
For California residents, the Parties agree to submit to the jurisdiction of a single neutral arbitrator selected in accordance with the ADR Services Rules (the “ADR Arbitrator”). The ADR Arbitrator will decide the rights and liabilities, if any, of you and BBC. The ADR Arbitrator will have the authority to award the same damages and relief on an individual basis that a judge in a court of law can award to an individual. The ADR Arbitrator shall follow the applicable law. The ADR Arbitrator’s decision is final and binding on you and BBC.
For California residents, you and BBC agree that the ADR Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The ADR Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.
For California residents, the arbitration will be held in the California county where you live or use the Services, San Francisco, California, or any other location you and BBC mutually agree upon in writing.
For California residents, the ADR Services Rules will govern the payment of all filing, administrative or arbitrator fees (“ADR Services Arbitration Fees”), but in no event will you be responsible for any portion of those fees in excess of the initial filing fee. After you pay your portion of any initial filing fee, BBC shall pay any remaining costs and expenses unique to arbitration, including, without limitation, the arbitrator’s fees and any ADR Services administrative or case management expenses.
If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class, Collective, Representative Action Waiver above is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.
- Termination
You can stop using the Services at any time and without notice to us. Similarly, BBC may terminate access to the Services to you or any other users or stop offering the all or part of the Services at any time without notice. In the event of Termination, Section 1 and Sections 4-19 survive and continue to apply to you.
- Controlling Law
To the extent permitted by applicable law, these Terms will be governed by the laws of the State of Delaware for residents of the United States and by the laws of the Province of Ontario for residents of Canada (except Quebec), without respect to its conflicts of laws principles, except the Arbitration Agreement, which is governed by the laws outlined in Section 8 of these Terms. To the extent permitted by applicable law, any claims arising out of or relating to these Terms or use of the Services that are not subject to Section 8 (Disputes & Arbitration) of these Terms shall be brought exclusively in the federal or state courts of New Castle County, Delaware, USA, for the residents of the United States, and the courts of competent jurisdiction in the City of Toronto for residents of Canada (except Quebec), and you and BBC consent to the personal jurisdiction of those courts.
For Quebec residents only, to the extent permitted by law, these Terms will be governed by the laws of the Province of Quebec without respect to its conflicts of laws principles. To the extent permitted by applicable law, any claims arising out of or relating to these Terms or use of the Services that are not subject to Section 8 (Disputes & Arbitration) of these Terms shall be brought exclusively in the courts of competent jurisdiction in the City of Montreal, and you and BBC consent to the personal jurisdiction of those courts.
- Entire Agreement & Severability
These Terms, subject to any amendments, modifications, or additional agreements you enter into with BBC, shall constitute the entire agreement between you and BBC with respect to the Services and any use of the Services. If any provision of these Terms is found to be invalid by a court competent jurisdiction, that provision only will be limited to the minimum extent necessary and the remaining provisions will remain in full force and effect.
- No Waiver
BBC’s failure to monitor or enforce a provision of these Terms does not constitute a waiver of its right to do so in the future with respect to that provision, any other provision, or these Terms as a whole.
- Assignment
You may not assign any of your rights, licenses, or obligations under these Terms. Any such attempt at assignment by you shall be void. BBC may assign its rights, licenses, and obligations under these Terms without limitation.
- Changes to the Terms
We may make changes to these Terms from time to time. When BBC does so, BBC will post the most current version of the Terms on BBC’s website and, if a revision to the Terms is material, BBC will notify you of the new Terms (for example, by email or a notification on the Services). Changes to these terms will not apply retroactively. If you do not agree to the modified terms, you should discontinue your use of the Services.
- Copyright and Trademark Policy
BBC respects the intellectual property rights of others and has implemented a copyright and trademark policy in accordance with the Digital Millennium Copyright Act and other relevant laws. BBC will respond to valid notices of copyright or trademark infringement and reserves the right to terminate any users, at BBC’s sole discretion and without notice, who repeatedly infringe copyrights or other intellectual property rights.
If you believe any content posted or made available on the Services constitutes infringement of your copyright rights, you may send a written notice of infringement to BBC’s email or phone number available on the website. In your notice, please specify the nature of the copyright infringement and include the following information: (a) an electronic or physical signature of the owner of the copyright in question or a person authorized to act on behalf of the owner of the copyright; (b) a description of the claimed infringing material as well as identification of the claimed infringing material, including the location of such material on the Services (e.g., the URL of the claimed infringing material if applicable or other means by which BBC may locate the material); (c) complete contact information, including the name of the owner of the copyright and your name, title, address, telephone number, and email address; (d) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (e) a statement, made under penalty of perjury, that the information provided in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the owner.
If you believe any content posted or made available on the Services constitutes infringement of your trademark rights, you may also send your notice to BBC’s designated Copyright Agent using the contact information listed above. Please include as much detail as possible so that we may respond to your notice in a timely manner, including but not limited to description(s) of your trademark(s), your trademark registration number(s), description(s) of the products allegedly using your trademark(s) without authorization, and the location of such allegedly infringing product(s).