Nomsly LLC Terms of Service

Last updated – November 20, 2016

Welcome to Nomsly LLC

These Terms of Service (these “Terms”) apply when you use our website or its features, as well as mobile applications, widgets or online services (collectively, our “Platform”) that contain a link to these Terms. As used in these terms “we” or “us” refers to Nomsly LLC. We want you to be informed, so please review these Terms carefully. By using our Platform, you acknowledge that you have read, understand, and agree to be bound by these Terms. If you do not agree to these Terms, then please do not use our Platform.

Arbitration Notice:

Except for certain types of disputes described in the “Disputes and Arbitration” section below, you agree that all disputes between you and us with regard to these Terms and your use of the Platform will be resolved by binding, individual ARBITRATION and you waive your right to participate in a class action lawsuit or class-wide arbitration.

THE PLATFORM IS INTENDED FOR USERS AGE EIGHTEEN (18) AND OLDER.

By using the Platform, you acknowledge that you are at least 18 years old.

Updates to These Terms.

We reserve the right to modify these Terms at any time without prior notice (as modified, these Terms will be referred to as the “Updated Terms”). You agree that we may notify you of the Updated Terms by posting them on the Platform so that they are accessible via a link on the home page, and that your use of the Platform after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms before using the Platform. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Platform from that point forward.

Privacy Policy.

Please refer to our Privacy Policy for information about how we collect, use and disclose information about you.

Eligibility.

You represent and warrant that you are 18 or older, (b) have the power to enter a binding contract with us and are not barred from doing so under any applicable laws, and (c) are a resident in a country where the Platform is available. You also represent and warrant that any registration information that you submit to us is true, accurate, and complete, and you agree to keep it that way at all times.

Accounts.

In order to access and use certain areas or features of the Platform, you will need to register for a Nomsly LLC account. By creating an account, you agree to (a) provide accurate, current and complete account information, (b) maintain and promptly update, as necessary, your account information, (c) maintain the security of your account credentials, (d) be responsible for the acts or omissions of any third party who has authority to access or use the Platform on your behalf, and (e) immediately notify us if you discover or otherwise suspect any security breaches related to the Platform or your account.

Communications.

By creating a Nomsly LLC account, you also consent to receive electronic communications from us (e.g., via email or by posting notices to the Platform). These communications may include notices about your account (e.g., payment authorizations, password changes 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.

Commercial Terms

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”). 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 problem we encounter in order to proceed with your Order. In the event you want to change or update payment information associated with your Nomsly LLC account, you can do so at any time by logging into your account and editing your payment information.

All prices are shown in U.S. dollars and applicable taxes and other charges (including delivery charges), if any, are additional. We reserve the right to adjust prices as we may determine in our sole discretion, at any time and without notice. We will not, however, be able to notify you of changes in any applicable taxes.

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 and to substitute products (including, but not limited to, specific meal ingredients or entire meals) without prior notice. We strive to provide you with high-quality products, and given the perishable nature of certain products 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 support@nomsly.com.

We will collect applicable sales tax on products shipped to the states 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 and are solely responsible for determining the freshness of the products you receive.  You are responsible for ensuring that products are stored, transported, served and consumed safely after being received.

You are not permitted to resell or otherwise use any products you purchase from us.

Returns and Refunds.

If you are dissatisfied with a meal or meal ingredient for any reason, please contact us at support@nomsly.com within seven (7) days of the date you received the product and we will either replace the meal or meal ingredient at our expense or, depending on the circumstances, provide you a full or partial credit or refund of the purchase price for that meal or meal ingredient. We may require the return or photographic documentation of any meal ingredient with which you are dissatisfied before we provide you a replacement, credit or refund.

License to Access and Use our Platform Content

Unless we otherwise specify, all materials that are included in or are otherwise a part of the Platform, including past, present and future versions, domain names, source and object code and the “look and feel” of the Platform (“Content”) are owned, controlled or licensed by us and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, and other laws, rules, regulations and treaties.

The Content may not be copied, reproduced, downloaded or distributed in any way, in whole or in part, except with our express permission and as is expressly provided in these Terms. Any unauthorized use of the Content is prohibited.

Subject to your compliance with these Terms and any Updated Terms, we grant you a limited, personal, non-exclusive, non-commercial, revocable, non-assignable, and nontransferable license to access, view and download (if we expressly offer downloading) the Content (with the exception of source and object code, other than as made available to access and use via standard web browsers).

When you access or view the Content, you must: (a) keep intact all copyright and other proprietary notices; (b) make no modifications to the Content; and (c) not copy or adapt any object code associated with the Platform or reverse engineer, modify or attempt to discover any source code associated with the Platform, nor allow or assist any third party in doing so. You also agree that you will not, including by use of any robot, scraper, or other data mining technology or process, frame, mask, extract data or other materials from, copy or distribute the Content (except as may be a result of standard search engine or internet browser usage).

Except as expressly provided in these Terms, you may not copy, reproduce, republish, modify, create derivative works of, upload, download, perform, display, post, transmit, distribute or otherwise use Content in any way, without our prior written permission. You agree to abide by any and all copyright notices, information, or restrictions contained in any part of the Platform.

Notwithstanding anything to the contrary in these Terms, the Platform and Content may include software components provided by third parties that are subject to separate license terms, in which case those license terms will govern such software components.

Information and Content You Submit

You agree that your User Content will be treated as non-confidential and nonproprietary and will not be returned. You agree that you either: (i) own the rights to the User Content you submit and the right to grant all of the rights and licenses in these Terms; or (ii) you have all necessary rights and licenses from the owner(s) of these rights to enter into these Terms and grant us the license below. Upon our request, you will furnish us any documentation, substantiation or releases necessary to verify your compliance with these Terms.

You also acknowledge that the internet may be subject to breaches of security and should be aware that submissions of User Content or other information may not be secure, and you should consider this before submitting any information to us.

You remain the owner of your User Content, but you acknowledge that we must have a license from you in order to accept your User Content. Accordingly, you grant to us and our successors in interest, licensees, and assigns, and each of their officers, directors, shareholders, agents, representatives and employees an unrestricted, worldwide, irrevocable, perpetual, transferable and royalty-free license (but not obligation) to host, use, copy, distribute, display, perform, modify, translate, store or otherwise exploit all or any portion of your User Content for any purpose whatsoever in all formats, on or through any media, technology or device now known or hereafter developed.

You authorize us to publish your User Content in a searchable format that may be accessed by users of the Platform and the internet. Except as prohibited by law, you waive any moral rights you may have in any User Content you submit, even if such User Content is presented, altered or changed in a manner not agreeable to you.

You agree that we have no obligation to monitor or enforce your intellectual property rights to your User Content but have the right to protect and enforce our rights to your User Content. You further acknowledge and agree that we will not have any obligation to you with regard to User Content and that we may or may not monitor, display or accept your User Content and may delete it at any time.

You hereby grant to us a royalty-free, worldwide, irrevocable, perpetual license to use, publish, edit, translate, distribute, display and incorporate any ratings, comments, suggestions, feedback, improvement requests or other recommendations you provide relating to the Platform (“Feedback”). You should not submit any Feedback to us that you do not wish to license to us as stated above. We will have no obligation (i) to maintain any Feedback in confidence; (ii) to pay any compensation for any Feedback; or (iii) to respond to any user Feedback. You grant us the right to use the name that you submit in connection with any Feedback.

Copyright Complaints; Repeat Infringer Policy

You may not use the Platform for any purpose or in any manner that infringes the rights of any third party. We encourage you to report any content on the Platform that you believe infringes your rights. Only the intellectual property rights owner or person authorized to act on behalf of the owner can report potentially infringing content. If you have a good faith belief that content on the Platform infringes your copyright, trademark, or other intellectual property rights, please follow the procedures set forth below.

In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”), we have a designated agent for receiving notices of copyright infringement and we follow the notice and take down procedures of the DMCA. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent (whose contact information is set forth below) the following information required by the DMCA, 17 U.S.C. 512: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party; (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please send your notice of claims of copyright infringement to our copyright agent, who can be reached as follows:

Name of Designated Agent: Christopher Buck
Email: support@nomsly.com

NOTE: This contact information is for notices or complaints regarding potential copyright infringement only.

We have a policy of terminating the accounts of users who (in our judgment) are repeat infringers.

It is often difficult to determine if your intellectual property rights have been violated or if the DMCA requirements have been met. We may request additional information before we remove any infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove your content along with that of the alleged infringer pending resolution of the matter.

We will provide you with notice if your materials have been removed based on a third party complaint of alleged infringement of the third party’s intellectual property rights.

Trademarks.

“Nomsly LLC,” the Nomsly LLC logo and any other Nomsly LLC product or service names, logos or slogans that may appear on the Platform are our trademarks and you may not copy, imitate or use them, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “Nomsly LLC” or any other name, trademark or product or service name of Nomsly LLC without our prior written permission. In addition, the look and feel of the Platform and products, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute our service mark, trademark or trade dress, and you may not copy, imitate or use them, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Platform or products are the property of their respective owners and you may not copy, imitate or use them, in whole or in part, without the permission of the applicable trademark holder. Our reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply our endorsement, sponsorship or recommendation.

Third Party Links and Content

We make no claim or representation regarding the quality, content, nature or reliability of third party websites accessible by hyperlink from the Platform, or of any website that links to the Platform. Such websites are not under our control and we provide these links to you only as a convenience. The inclusion of any link does not imply our affiliation, endorsement or adoption of any site or any information contained on that site. When you leave the Platform, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Platform.

We may display content, advertisements and promotions from third parties through the Platform or in shipments with products (collectively, “Third Party Content”). We do not control, endorse or adopt any Third Party Content, and we make no representations or warranties of any kind regarding such Third Party Content, including, without limitation, regarding its accuracy or completeness. You acknowledge and agree that your interactions with third parties providing Third Party Content are solely between you and such third parties.

User Conduct

You agree that you will not use the Platform in any unlawful manner or otherwise violate any law, contract, intellectual property rights or other third party right, and that you are solely responsible for your conduct while accessing or using the Platform. Without limiting the foregoing, you agree that you will not:

  • Engage in any conduct that is harassing, threatening, intimidating, or predatory, or which might be considered “stalking”
  • Use or attempt to use another user’s account
  • Use the Platform in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Platform or that could damage, disable, overburden or impair the functioning of the Platform in any manner
  • Reverse engineer any aspect of the Platform or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Content, area or code of the Platform
  • Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Platform that you are not authorized to access
  • Develop any third party applications that interact with User Content or the Platform without our prior written consent
  • Use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the Platform, extract data or otherwise interfere with or modify the rendering of pages or functionality
  • Bypass or ignore instructions contained in the robots.txt file that controls automated access to the Platform; or

Indemnification.

You agree to indemnify, defend, and hold harmless Nomsly LLC. and its parents, affiliates, subsidiaries, successors in interest, licensees, and assigns, and each of their officers, directors, shareholders, agents, representatives and employees (each a “Nomsly LLC Party” and, collectively, the “Nomsly LLC Parties”) from and against any and all claims, demands, damages, losses, costs, investigations, liabilities, judgments, settlements, attorneys’ fees, and other expenses that directly or indirectly arise from or are otherwise directly or indirectly related to: (a) your breach or anticipatory breach of these Terms or any Updated Terms; (b) your use of the Platform or activities in connection with the Platform; (c) your User Content; (d) your violation of any law, rule, regulation, code, statute, ordinance or order of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (e) information or material transmitted through your computer, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person; (f) any misrepresentation made by you; or (g) the Nomsly LLC Parties’ use of your information as permitted under these Terms, the Privacy Policy, or any other written agreement between you and us. You will cooperate as fully required by the Nomsly LLC Parties in the defense of any claim. The Nomsly LLC Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of the Nomsly LLC Parties.

Disclaimers

YOU ASSUME, AND AGREE THAT YOU SHALL BE SOLELY RESPONSIBLE FOR

(I) ALL RISKS RELATED TO THE WASHING, HANDLING, PREPARATION, STORAGE, COOKING, USE AND CONSUMPTION OF THE PRODUCTS YOU RECEIVE FROM US AND

(II) ALL RISKS RELATED TO ANY FOOD ALLERGIES YOU MAY HAVE, INCLUDING KNOWING ANY FOOD ALLERGIES YOU MAY HAVE AND VERIFYING THE PRODUCTS AND THEIR INGREDIENTS BEFORE WASHING, HANDLING, PREPARING, STORING, COOKING, USING OR CONSUMING SUCH PRODUCTS. IT IS YOUR RESPONSIBILITY TO REVIEW THE INGREDIENTS OF EACH PRODUCT TO AVOID ALLERGIC REACTIONS OR OTHER SIDE EFFECTS.

PRODUCTS AND THEIR INGREDIENTS BEFORE WASHING, HANDLING, PREPARING, STORING, COOKING, USING OR CONSUMING SUCH PRODUCTS. IT IS YOUR RESPONSIBILITY TO REVIEW THE INGREDIENTS OF EACH PRODUCT TO AVOID ALLERGIC REACTIONS OR OTHER SIDE EFFECTS.

IN ADDITION, YOU RECOGNIZE, ACCEPT AND AGREE TO THE FACT THAT WE STORE, PORTION AND PACKAGE PRODUCTS CONTAINING ALL EIGHT (8) MAJOR U.S. ALLERGENS (MILK, EGGS, FISH (E.G., BASS, FLOUNDER, COD), CRUSTACEAN SHELLFISH (E.G. CRAB, LOBSTER, SHRIMP), TREE NUTS (E.G., ALMONDS, WALNUTS, PECANS), PEANUTS, WHEAT, SOYBEANS). WE DO NOT GUARANTEE THAT CROSS-CONTAMINATION WILL NOT OCCUR BETWEEN PRODUCTS.

WE TRY TO ACCURATELY DISPLAY THE PRODUCTS AND OTHER MATERIALS AND INFORMATION YOU VIEW ON THE PLATFORM, SUCH AS PRICING, INGREDIENTS, AND NUTRITIONAL INFORMATION. HOWEVER, WE DO NOT GUARANTEE THE ACCURACY OF THE PRODUCTS AND OTHER MATERIALS AND INFORMATION YOU VIEW ON THE PLATFORM.

IF THERE IS A MISTAKE ON OUR PLATFORM, IN AN ORDER CONFIRMATION, IN PROCESSING OR DELIVERING AN ORDER OR OTHERWISE, WE HAVE THE RIGHT TO CORRECT THE MISTAKE AND REVISE YOUR ORDER ACCORDINGLY. FOR EXAMPLE, WE MAY CHARGE YOU THE CORRECT PRICE OR CANCEL YOUR ORDER AND ISSUE YOU A REFUND.

PRODUCTS AND OTHER MATERIALS YOU RECEIVE IN YOUR ORDER MAY VARY FROM THE PRODUCTS AND MATERIALS DISPLAYED ON THE PLATFORM FOR A VARIETY OF REASONS, INCLUDING, BUT NOT LIMITED TO, MANUFACTURING PROCESS OR SUPPLY ISSUES, VARIABILITY OF COOKING EQUIPMENT AND APPLIANCES, THE AVAILABILITY AND VARIABILITY OF PRODUCTS, COOKING OR OTHER PREPARATION METHODS, AND SYSTEM CAPABILITIES AND CONSTRAINTS OF YOUR COMPUTER. FOR EXAMPLE, THE PLATFORM MAY CONTAIN INFORMATION ABOUT PRODUCTS THAT ARE NOT AVAILABLE IN EVERY LOCATION. A REFERENCE TO A PRODUCT ON THE PLATFORM DOES NOT IMPLY OR GUARANTEE THAT IT IS OR WILL BE AVAILABLE IN YOUR LOCATION OR AT THE TIME OF YOUR ORDER.

UNLESS OTHERWISE PROVIDED IN A WARRANTY BY THE MANUFACTURER OF A PRODUCT, ALL PRODUCTS AND THE PLATFORM AND CONTENT ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE PLATFORM, CONTENT AND PRODUCTS, AND ANY WARRANTIES THAT ARISE FROM TRADE USAGE OR CUSTOM.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE NOMSLY LLC 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 YOUR ACCESS TO OR USE OF THE PLATFORM OR CONTENT (INCLUDING, BUT NOT LIMITED TO, USER CONTENT, THIRD PARTY CONTENT AND LINKS TO THIRD PARTY PLATFORM), OR THE ORDER, RECEIPT OR USE OF ANY PRODUCT, OR OTHERWISE RELATED TO YOUR DEALINGS WITH US (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM ANY NOMSLY LLC PARTY, OR FROM EVENTS BEYOND THE NOMSLY LLC PARTIES’ REASONABLE CONTROL, 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 NOMSLY LLC PARTIES (JOINTLY) ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF THE PLATFORM OR THE ORDER, RECEIPT OR USE OF PRODUCTS PURCHASED EXCEED THE AMOUNT YOU HAVE ACTUALLY PAID US FOR PRODUCTS IN THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE EVENT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING SHALL CONSTITUTE THE NONSLY LLC 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.

THE LIMITATIONS SET FORTH IN THIS SECTION 16 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.

DISPUTE RESOLUTION; ARBITRATION

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

Arbitration.

You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Platform (collectively, “Disputes”) will be settled by binding arbitration between you and us, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and we are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and we otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution; Arbitration” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution; Arbitration” section will survive any termination of these Terms.

Arbitration Rules and Governing Law.

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution; Arbitration” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

Arbitration Process.

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at https://www.adr.org/cs/idcplg?IdcService=GET_FILE&dDocName=ADRSTAGE2034889&RevisionSelectionMethod=LatestReleased) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure.

Unless you and we otherwise agree, the arbitration will be conducted in Boston, Massachusetts. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and we submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision.

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section in these Terms as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

Fees.

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

Changes.

Notwithstanding the provisions of the modification-related provisions above, if we change this “Dispute Resolution; Arbitration” section after the date you first accepted these Terms (or accepted any Updated Terms), you may reject any such change by providing us written notice of such rejection by email from the email address associated with your account to: support@nomsly.com, within 30 days of the date such change became effective, as indicated in the “Last Updated” date above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this “Dispute Resolution; Arbitration” section. By rejecting changes, you are agreeing that you will arbitrate any Dispute between you and us in accordance with the provisions of this “Dispute Resolution; Arbitration” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

Governing Law and Venue.

These Terms, your access to and use of the Platform shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without regard to conflict of law rules or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of The Commonwealth of Massachusetts and the United States, respectively, sitting in The Commonwealth of Massachusetts.

Modification of Platform; Termination.

We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Platform (or any features or parts thereof), or to discontinue the provision of certain products at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event except to provide you with a refund of any amounts that you have already paid to us for products not yet shipped.

Auto-Renewal Feature.

Your Nomsly account consists of an initial charge followed by recurring periodic charges as agreed to by you. BY USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOUR SUBSCRIPTION HAS AN INITIAL AND RECURRING PAYMENT FEATURE AND YOU ACCEPT RESPONSIBILITY FOR ALL RECURRING CHARGES PRIOR TO DEACTIVATION. NOMSLY MAY SUBMIT PERIODIC CHARGES (E.G., WEEKLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE ADVANCE NOTICE AS DESCRIBED BELOW THAT YOU WISH TO TERMINATE THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE NOMSLY REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, LOG ON TO YOUR NOMSLY ACCOUNT OR EMAIL Us AT SUPPORT@NOMSLY.COM. YOU CAN DEACTIVATE YOUR SUBSCRIPTION AT ANY TIME, PROVIDED THAT YOU DO SO WITHIN THE APPLICABLE DEACTIVATION NOTICE PERIOD DESCRIBED BELOW. YOU WILL NOT BE ELIGIBLE FOR A PRORATED REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD.

Deactivation Procedures.

Please note that the ability to change an order locks two days prior to your scheduled delivery date. Therefore, if you wish to deactivate your account, you must do so before the day and time listed above for your respective delivery date. For example, if you have a scheduled delivery date on Saturday, you have until Thursday at 11 AM EST to cancel your subscription. If you do so after the time listed for your delivery day, you will be charged and receive your Meal Box for that week, and the cancellation will take effect for the following Delivery Week.

To deactivate your account, please email support@nomsly.com stating that you wish to terminate your account, along with your full name and registered email address. You may also deactivate your subscription by accessing your account page on the website by logging in and clicking the cancellation button in the account settings page.

Severability.

If any court of competent jurisdiction or arbitrator as authorized under this Agreement finds any portion of any provision of these Terms to be unenforceable or contrary to applicable law, you and we agree that the provision will be deemed modified to the least extent necessary to make it enforceable, and all other provisions of these Terms will remain unaffected.

Other Agreements.

These Terms do not alter in any way the terms or conditions of any other agreement you may have with us in respect of any products, services or otherwise. If you are using the Platform on behalf of any person or entity, you represent and warrant that you are authorized to accept these Terms on such person or entity’s behalf and that such person or entity agrees to be responsible to us if you or such person or entity violates these Terms.

Entire Agreement.

These Terms constitute the entire agreement between you and us with respect to their subject matter, and supersede all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. You and we acknowledge neither of us has been induced to engage in any transaction with one another by any representations or promises not specifically stated in these Terms. Any amendment to these terms must be in writing and agreed to by us.

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Photography by Wooden Spoon Studio

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