Terms of Use

Effective as of 03/10/2026

Terms of Use of Factor75, LLC

Welcome to Factor and our Terms of Use (“Terms”). We’re excited to change the way you eat for the better. These Terms are important and affect your legal rights, so please read them carefully. Note that Section 24 “Dispute Resolution & Binding Arbitration” governs how disputes are resolved and includes a mandatory agreement to resolve disputes by binding, individual arbitration, subject to certain exceptions. The Terms and any applicable additional terms as referenced herein (“Supplemental Terms”) are collectively referred to herein as the “Terms”.

Factor75, LLC d/b/a Factor (“Factor”, “We”, “Our”, or “Us”) operates Factor75.com (“Site”) and our mobile applications (“App”) and makes them available to visitors and users in the United States (“you” or “your”). By clicking on the “Place Order” button, completing the registration process, or by visiting or using our Site, our App, and/or our Offerings, as defined below under Section 5.3 “Offerings and Supplemental Terms”, you represent and agree that: (1) you have read, understand, and agree to be bound by these Terms; and (2) you are of legal age to form a binding contract with us and you have the authority to enter into the Terms. The term “you” refers to the individual or legal entity as applicable, identified as the user you registered on the Site or App. If you do not agree to be bound by these Terms you may not access or use this Site, the App, and/or the Offerings. Agreement to these Terms also includes agreement to all of the terms incorporated herein by reference including the Factor Privacy Policy (“Privacy Policy”). If you do not agree to these Terms, you may not access or use our Site, the App, order, receive, or use our products.

THESE TERMS ARE AN ENFORCEABLE CONTRACT BETWEEN YOU AND FACTOR WHICH AFFECTS YOUR LEGAL RIGHTS. YOU AND FACTOR AGREE TO RESOLVE DISPUTES BY INDIVIDUAL ARBITRATION OR IN SMALL CLAIMS COURT ONLY, AND TO GIVE UP ALL RIGHTS TO (A) A JURY TRIAL OR (B) PARTICIPATION IN ANY CLASS ACTION. YOU CAN READ MORE ABOUT THESE REQUIREMENTS IN SECTION 24 “DISPUTE RESOLUTION & BINDING ARBITRATION”, BELOW.

IN ADDITION, YOUR FACTOR SUBSCRIPTIONS WILL AUTOMATICALLY RENEW UNLESS YOU TAKE STEPS TO PREVENT THEM FROM RENEWING AS EXPLAINED IN SECTIONS 5.2 “AUTORENEWAL FEATURE” AND 10.3 “CANCELLATION PROCEDURES”, BELOW.

IF YOU HAVE OR SUSPECT YOU MAY HAVE ANY FOOD ALLERGIES, PLEASE GIVE SPECIAL ATTENTION TO SECTION 21.1 BELOW “ALLERGEN INFORMATION”.

These Terms govern all aspects of your interactions and relationship with Factor, including without limitation, visiting and interacting with the Site and App, receiving promotions from us, participating in activities or sweepstakes/contests involving us, purchasing products or services from us, and receiving communications from us, including promotional texts, calls, and emails. We urge you to download or print these Terms for ease of reference and to keep a copy of the Terms for your records. When changes are made to these Terms, Factor will make a new copy of the Terms available on the Site and the App. We will also update the “Effective Date” at the top of the Terms. If you do not agree to any change(s) you may not use the Site, the App, and/or the Offerings.

PLEASE REGULARLY CHECK THE SITE TO VIEW THE CURRENT TERMS.

1. INFORMATION ABOUT US. Factor75, LLC is a general corporation incorporated in the State of Delaware with general corporate offices at: 2302 W Indian Trail, Aurora, IL 60506.
2. SERVICE AVAILABILITY AND YOUR STATUS. The Site, the App, and Offerings, are intended for use by individuals in the contiguous United States of America, excluding Alaska, Hawaii, Puerto Rico, and other U.S. Territories ("Serviced States"). At this time, we do not accept orders from individuals outside the Serviced States. As such, by placing an order through our Site or App, you represent and warrant that you: (1) are legally capable of agreeing to these Terms; (2) are at least 18 years old; (3) are a resident of a Serviced State; (4) are accessing the Site or App from a Serviced State; and (5) have not been previously suspended or removed from the Site or App, or engaged in any activity that could result in suspension or removal from the Site or App; and have not created or do not have more than one Factor Account unless expressly permitted by Factor.
3. MODIFICATION. Factor reserves the right to change, amend, add to, remove, or supplement these Terms, including the Privacy Policy, without prior notice unless required by law. By using this Site, the App, and/or the Offerings following any such change, you agree to follow and be bound by the Terms as modified. As such, Factor recommends you review these Terms periodically and each time you use the Site, the App, and/or the Offerings.

4. REGISTRATION. 4.1 Registering Your Account. To utilize specific features on the Site and App, individuals will need to become a Registered User. For purposes of these Terms, a “Registered User” is a user who has registered an account on the Site (“Account”) or has a valid account on the social networking service (“SNS”) through which the user has connected to the Site (each such account, a “Third-Party Account”).

   4.2 Access Through a SNS. If you access the Site or App through a SNS as part of the functionality of the Site and/or App, you may link your Account with Third-Party Accounts, by allowing Factor to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Factor and/or grant Factor access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Factor to pay any fees or making Factor subject to any usage limitations imposed by such third-party service providers. By accessing the Site or App using a SNS, you acknowledge and expressly authorize Factor to access, make available and store (if applicable), and Factor and the SNS to exchange, any information, including with limitation your unique user ID, email address, profile data, technical identifiers (such as IP addresses, browser fingerprints, and device metadata), text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Site or App that you have provided to and stored in your Third-Party Account (“SNS Content”) so that it is available on and through the Site or App via your Account. Unless otherwise specified in these Terms, all SNS Content shall be considered to be User Content (as defined in Section 19) for all purposes of these Terms. Depending on the Third-Party Accounts, you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personal information that you post to your Third-Party Accounts may be available on and through your Account on the Site and/or App. You further acknowledge and understand that the SNS may use "software development kits" (SDKs) or "Application Programming Interfaces" (APIs) to facilitate this connection, and consent to the transmission of “routing and addressing” information (including URLs and device identifiers) to the SNS. You further agree that once transmitted, the use and disclosure of your data by the SNS is governed by privacy policy of the SNS. Factor does not control, and is not responsible for, how the SNS processes your information, including personal information, for their own independent purposes, such as behavioral advertising or profile building. Please note that if a Third-Party Account or associated service becomes unavailable or Factor’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Site and/or App. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the Site. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND FACTOR DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Factor makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Factor is not responsible for any SNS Content.

   4.3 Registration Data. Should you create an Account with Factor, you agree to: (1) provide true, accurate, complete 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; (3) notify us as soon as possible either at help@factor75.com or call 1-(888) 573-5727 if you believe there have been any breaches to the security of the Site, the App, or your Account information; and (4) exit from your Account at the end of each session. You represent that you are (a) at least eighteen (18) years old; (b) of legal age to form a binding contract; and (c) not a person barred from using the Site or App under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Site and App by minors. You may not share your Account or password with anyone If you provide any information that is untrue, inaccurate, not current or incomplete, or Factor has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Factor has the right to suspend or terminate your Account and refuse any and all current or future use of Site, App, or Offerings (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform or SNS at any given time. Factor reserves the right to remove or reclaim any usernames at any time and for any reason. You agree not to create an Account or use the Site or App if you have been previously removed by Factor, or if you have been previously banned from the Site or App. You acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Factor. YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE SERVICES BY ANYONE USING YOUR ACCOUNT WHETHER OR NOT SUCH ACCESS TO AND USE OF YOUR ACCOUNT IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, FINANCIAL OBLIGATIONS) INCURRED THROUGH SUCH ACCESS OR USE.

   4.4 Communication. By providing your phone number to Factor through the Site, App, or in connection with your order, receipt or use of our Site, App, and/or Offerings, you consent to receive calls or text messages, including calls or text messages sent through automatic telephone dialing systems and pre-recorded calls at any telephone number that you have provided us, in order for us to: (i) notify you about your Account; (ii) provide you updates on the status of your order and/or delivery; (iii) collect an outstanding payment or debt; (iv) contact you about exclusive offers and for any other marketing or promotional purposes; and (v) send you cart reminders. If you elect to receive text messages or phone calls from us, either via our Site, App, or by sending a text message to us indicating your consent, you are providing your prior express written consent to receive recurring marketing or promotional telephone calls and/or SMS text messages from us (each, a “Call” or “Text Message”), including your consent to marketing messages and calls sent through an automatic telephone dialing system. This service is optional and is not a condition of purchase. Message frequency varies. You can opt out of receiving further Text Messages or Calls at any time. To opt out of Text Messages from us, reply “STOP” at any time to any Text Message you receive from us. For help, reply “HELP” to any Text Message you receive from us or contact customer care at factor75.com/contact. Standard message and data rates may apply. Please contact your mobile phone carrier for details. Under no circumstances will we or our affiliates be responsible for any SMS messaging or wireless charges incurred by you or by a person that has access to your wireless device or telephone number. Text Message services are provided on an “as is” basis. Data obtained from you in connection with any Text Message services may include your mobile number, your mobile provider’s name and the date, time, and content of your Text Messages. We may use this information in accordance with our Privacy Policy to contact you. If you change or deactivate a phone number you have provided Factor, you have an affirmative obligation to update your Account information and the phone number(s) associated with your Account to prevent us from inadvertently communicating with the individuals who acquire any phone number(s) previously linked to your Account. Any new or updated phone number you provide Factor may receive our standard marketing Text Messages unless you also unsubscribe through the procedures provided in this section. Following such opt-out, you may continue to receive calls or messages for a short period of time while we process your request. It is your responsibility to keep your Account information, including your phone number, updated. We may share your telephone number with our service providers (such as billing or collections companies) that we have contracted to assist us in pursuing our rights. You agree that these service providers may also contact you using autodialed or prerecorded calls and text messages, only as authorized by us to carry out the purposes identified above. We may, with notice as required by law, monitor, or record your communications with Factor for training and quality assurance purposes.

Factor is able to deliver mobile messages to most major U.S. mobile phone carriers. However, not all mobile devices or handsets may be supported, and Factor’s messages may not be deliverable in all areas. Factor, its service providers, and mobile carriers are not liable for delayed or undelivered messages.

5. FACTOR'S SERVICES.

   5.1 Factor’s Subscription Service. Our subscription service is an automatic, recurring weekly subscription to Factor products (“Subscription Service” or “Service”). As part of the Service, we offer a number of subscription options that you may choose from (“Plan”). Each week you will receive a package from Factor (your “Meal Box”), including the contents of your chosen Plan (a specific number and type of “Meals”). You can find specific details regarding your Plan and the Factor Service by accessing your Account details via the Site or the App.

   5.2 Auto-Renewal Feature. THE SUBSCRIPTION SERVICE CONSISTS OF AN INITIAL CHARGE FOLLOWED BY RECURRING WEEKLY CHARGES AS AGREED TO BY YOU. BY AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT YOUR SUBSCRIPTION HAS AN INITIAL AND RECURRING PAYMENT FEATURE AND YOU ACCEPT RESPONSIBILITY FOR ALL RECURRING CHARGES PRIOR TO CANCELLATION. FACTOR MAY SUBMIT PERIODIC CHARGES (E.G., WEEKLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE ADVANCE NOTICE (IN COMPLIANCE WITH THE CANCELLATION PROCEDURES IN SECTION 10.3) THAT YOU WISH TO TERMINATE THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE FACTOR REASONABLY COULD ACT. IF YOUR PAYMENT DETAILS CHANGE, YOUR CARD PROVIDER MAY PROVIDE US WITH THE UPDATED PAYMENT DETAILS. WE RESERVE THE RIGHT TO USE THESE UPDATED DETAILS FOR FUTURE CHARGES IN ORDER TO HELP PREVENT ANY INTERRUPTION TO THE DELIVERY OF SERVICE.

ADDITIONALLY, BY SIGNING UP FOR OUR SUBSCRIPTION SERVICE YOU ARE AGREEING TO RECURRING PERIODIC PAYMENTS FOR AN INDEFINITE TIME UNTIL CANCELLED BY YOU OR US, ON THE SUBSCRIPTION TERMS SET OUT IN THE APPLICATION FORM YOU HAVE COMPLETED, SUBJECT TO VARIATION IN ACCORDANCE WITH THIS SECTION AND SECTION 10. YOU CAN CANCEL YOUR SUBSCRIPTION AT ANY TIME, PROVIDED THAT TO AVOID AN ADDITIONAL WEEK’S SUBSCRIPTION CHARGE YOU MUST DO SO WITHIN THE APPLICABLE CANCELLATION NOTICE PERIOD, AS DEFINED IN SECTION 10.3 “CANCELLATION PROCESURES”. YOU WILL NOT BE CHARGED FOR ANY CANCELLATION. YOU CAN RE-SUBSCRIBE AT ANY TIME FOLLOWING YOUR CANCELLATION, BUT WE RESERVE THE RIGHT NOT TO PERMIT RE-SUBSCRIPTION WHERE WE HAVE PREVIOUSLY ELECTED TO TERMINATE A SUBSCRIPTION BY YOU.

FOLLOWING YOUR INITIAL SUBSCRIPTION WEEKLY PERIOD, AND AGAIN AFTER ANY SUBSEQUENT WEEKLY SUBSCRIPTION PERIOD, YOUR SUBSCRIPTION WILL AUTOMATICALLY COMMENCE ON THE FIRST DAY FOLLOWING THE END OF SUCH WEEK AND CONTINUE FOR SUCCESSIVE RENEWAL WEEKS, AT THE THEN-CURRENT, NON-PROMOTIONAL SUBSCRIPTION RATE. YOU AGREE THAT YOUR ACCOUNT WILL BE SUBJECT TO THIS AUTOMATIC RENEWAL FEATURE UNLESS YOU CANCEL YOUR SUBSCRIPTION. TO CANCEL YOUR SUBSCRIPTION, LOG ONTO YOUR FACTOR ACCOUNT. CLICK ON YOUR NAME IN THE UPPER RIGHT-HAND CORNER, THEN CLICK “ACCOUNT SETTINGS.” ON THE PLAN SETTINGS PAGE, SCROLL DOWN AND CLICK “END MEAL SUBSCRIPTION” (UNDER STATUS SECTION). FOLLOW THE PROMPT(S) FOR CANCELLATION ADDITIONAL DETAILS FOR CANCELLATION PROCEDURES ARE IN SECTION 10.3 “CANCELLATION PROCEDURES” OF THESE TERMS. IF YOU CANCEL, YOU MAY USE YOUR SUBSCRIPTION UNTIL THE END OF YOUR THEN-CURRENT SUBSCRIPTION WEEK; YOUR SUBSCRIPTION WILL NOT BE RENEWED AFTER YOUR THEN-CURRENT WEEK EXPIRES. YOU WILL NOT BE ELIGIBLE FOR A PRORATED REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION WEEK. BY SUBSCRIBING TO THE SERVICE, YOU AUTHORIZE FACTOR TO CHARGE YOUR PAYMENT PROVIDER NOW, AND AGAIN AT THE BEGINNING OF ANY SUBSEQUENT SUBSCRIPTION WEEK. UPON RENEWAL OF YOUR SUBSCRIPTION, IF FACTOR DOES NOT RECEIVE PAYMENT FROM YOUR PAYMENT PROVIDER, (A) YOU AGREE TO PAY ALL AMOUNTS DUE ON YOUR ACCOUNT UPON DEMAND AND (B) YOU AGREE THAT FACTOR MAY EITHER TERMINATE OR SUSPEND YOUR SUBSCRIPTION AND CONTINUE TO ATTEMPT TO CHARGE YOUR PAYMENT PROVIDER UNTIL PAYMENT IS RECEIVED (UPON RECEIPT OF PAYMENT, YOUR ACCOUNT WILL BE ACTIVATED AND FOR PURPOSES OF AUTOMATIC RENEWAL, YOUR NEW SUBSCRIPTION COMMITMENT PERIOD WILL BEGIN AS OF THE DAY PAYMENT WAS RECEIVED).

5.3 Offerings and Supplemental Terms. The “Offerings” are collectively defined as: (1) the Site, App, goods or services offered through the Site and/or App, including, but not limited to the Subscription Service (“Products”); (2) the text, audio, video, graphics, or other content featured on the Site or App (“Content”); (3) gift cards or gift certificates (including, for the purposes of these Terms, electronic versions of both) (“Gift Cards”); and (4) the trial offers, sweepstakes, contests, or promotions (“Vouchers,” as defined in Section 9). Your use of, and participation in, certain Offerings may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms or will be presented to you for your acceptance when you sign up to use the supplemental Offering. Supplemental Terms include Factor’s Privacy Policy, Factor’s Gift Card Terms (“Gift Card Terms and Conditions”), the rules applicable to the Vouchers (“Promotion Rules”) and all other applicable Factor operating rules, policies, and other terms and conditions or documents that may be published on the Site and/or in the App, or which you may be otherwise notified of in writing. If the Terms are inconsistent with the Supplemental Terms, these Terms shall control.

6. PAYMENT AND PRICING.

   6.1 Pricing 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 ten (10) days’ advance notice of any price changes with your specific Plan rate. Your acceptance of deliveries of the Products after such notice has been delivered to you will constitute your acceptance of such price changes unless you cancel your subscription to the Service in accordance with these Terms. All prices shown on the Site and/or in the App 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 and/or in the App. Prices, taxes or other fees may vary geographically. The shipment of meals to you after our delivery of such notice will confirm your acceptance of such changes, unless you cancel your subscription in accordance with the Term’s Cancellation Procedures, found in Section 10.3.

   6.2 Plan Add-Ons. Different features and other customized options may become available in addition to your Plan, including, but not limited to, premium options, new product add-ons, and modified shipping options. These may change the price of your Plan on a recurring basis. Should you have any questions about any of the options available under your Plan, please visit www.factor75.com, email help@factor75.com or call (888) 573-5727.

   6.3 Payment. You agree to pay for all orders made from your Account in accordance with the prices and billing terms in effect at the time an order is made from your Account. You also agree to pay all applicable taxes. To make an order from an Account, you must provide valid payment information (e.g., credit card, debit card, and/or a Gift Card) through the Site or App. By placing an order through your Account, you also agree and authorize (1) the payment method(s) you provide to be immediately charged for all fees and taxes applicable to your order, (2) Factor to automatically charge alternative payment methods associated with your Account if a primary payment method is declined or no longer available, (3) Factor to share payment information and instructions required to complete the payment transactions between Factor, our payment processors, and their third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services), and (4) no additional notice or consent is required for the foregoing authorizations. You agree to immediately update your Account in the event of any change in your payment information. Factor reserves the right at any time to change its billing methods. If a payment method cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or canceled. If a payment is not successfully paid and you do not edit your payment method or cancel your purchase of a Product, you remain responsible for any uncollected amounts and authorize us to continue billing the payment method, as it may be updated. Factor reserves the right to collect any outstanding payment due and may transfer the collection of your outstanding balance to a third-party collection agency.

7. REPLACEMENT MEALS IN MEAL BOXES AND PROMOTIONAL INCLUSIONS. 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 presence and/or quantity of any meals, to discontinue the use of any meals, or to substitute any meals, all without notice. While we make every effort to ensure that you are provided with the very best meals for our Product, 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 a Meal or a Product, please contact us at help@factor75.com or call (888) 573-5727. Additionally, please note that, on occasion, Factor 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 “Allergen Information” 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 help@factor75.com or call (888) 573-5727.

8. GIFT CARDS. You may purchase and/or otherwise receive Gift Cards through the Site and/or App. You must create and maintain an existing and valid Account with Factor in order to redeem a Gift Card. All Accounts are subject to the Terms in all respects and applicable Factor Gift Card terms and conditions. Factor Gift Cards may be redeemed on the Site or on the App. Redemption of Gift Cards will result in the application of a credit to your Account in the amount of the Gift Card balance and that balance will be automatically applied toward your purchase of Offerings until the Gift Card balance is depleted. Gift Cards are not generally redeemable for cash or credit except where required by law. To make a request to redeem a Gift Card please email help@factor75.com and provide your name, home address, and Gift Card number. Gift Cards do not expire and are not subject to service or inactivity fees. Factor 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. Factor reserves the right to refuse to honor a Gift Card where Factor suspects that the Gift Card was obtained fraudulently. If you suspect someone has copied or stolen your Gift Card, email help@factor75.com immediately.

9. VOUCHERS. Factor may offer discount promotions, free/discounted trials, or other types of vouchers (“Vouchers”). To use the offer on the Voucher, users need to create an Account through the Site or App and input their information and the code found on the Voucher to redeem. If you purchase any Voucher, the Voucher is deemed to have been sold at the time of payment for it. The discount found on the Voucher only lasts for the first week of your Plan unless it specifically states otherwise on the Voucher or when you sign-up. Similarly, a Voucher may only be used once and may not be copied, reproduced, distributed, or published either directly or indirectly in any form or stored in data retrieval systems without our prior written approval. Additionally, Vouchers are only for first-time users of Factor, unless the Voucher states otherwise. Factor reserves the right to withdraw or deactivate any Voucher (other than one which has been purchased) for any reason, at any time. For the avoidance of doubt, and in accordance with the foregoing sentence, Factor reserves the right to withdraw or deactivate any of your outstanding referral credits or similar Vouchers in the event your referral code is posted to a third-party website (excluding your own social media profile(s) or blogs), or if you otherwise violate these Terms. Vouchers may only be redeemed through our Site or App, and not through any other website or method of communication. To use your Voucher, you will be required to enter its unique code at the online checkout and use of such code will be deemed to confirm your agreement to these Terms and any special conditions attached to the Voucher. Pursuant to these Terms, at the expiration of the Voucher, you agree and acknowledge that you will be billed the standard rate for your Meal Box on a recurring, weekly basis, unless you cancel your Plan prior to the end of the Voucher period with proper, advance notice to Factor in accordance with these Terms. As a part of the verification process, Factor may require you to provide additional identification information. In addition, as a part of the verification process, you authorize Factor to charge to your credit card a $1.00 authorization charge (or such other amount identified to customer at time of verification by Factor), which amount will be refunded following successful authorization.

10. DELIVERY.

    10.1 Factor Delivery Week. Factor’s “Delivery Week” begins on Saturday and runs through the following Friday. The start of our Delivery Week means that new Meals are available to be delivered in your Meal Box. Note that the Delivery Week may differ from the auto-renewing weekly subscription term.

    10.2 Meal Selection Date. Meal Selection Date. Recipe Plan selection and delivery day selection is on a rolling basis. To clarify, if you receive deliveries on Saturdays all selections "lock" Monday by 11:59 PM Central Time, or if you receive deliveries on Sundays, all selections "lock" Tuesday by 11:59 PM Central Time, or if you receive deliveries on Monday or Tuesday, all selections "lock" Wednesday by 11:59 PM Central Time, and if you receive deliveries on Wednesday all selections "lock" Thursday by 11:59 PM Central Time. For example, if your subscription allows for recipe selection and you receive your Box on Tuesdays, you will have to make your selection of Recipe Options you want included in your Box, or change your delivery day, by Wednesday 11:59 PM CT of the week prior to your existing delivery day. Your credit card or other payment source will then be charged the following day. First box or reactivating account order selection “lock” schedule can vary from this schedule, please refer to your My Menu page for confirmation of your “lock” deadline.

Please note that the specific days in which a Meal Box can be delivered varies by geographic region, and delivery on each day will not be available in all areas. If you have any questions about your area and delivery, please contact Customer Care at help@factor75.com or call (888) 573-5727.

10.3 Cancellation Procedures. Please note that ability to change an order locks on a rolling basis on the week prior to your scheduled delivery date. To clarify, if you receive deliveries on Saturdays, your ability to change order locks by Monday 11:59 PM Central Time. Similarly, if you receive deliveries on Sundays, ability to change order locks by Tuesday 11:59 PM Central Time, if you receive deliveries on Mondays or Tuesdays, ability to change order locks by Wednesday 11:59 PM Central Time, if you receive deliveries on Wednesdays, ability to change order locks by Thursday 11:59 PM Central Time. Therefore, if you wish to cancel your Account subscription and/or cancel or change an order, you must do so by the day and time described above for your respective delivery day. For example, if you have a scheduled delivery on Tuesday, you have until Wednesday at 11:59 PM CT of the week prior to canceling your subscription. If you do so after your lock day and time, you will be charged and receive your Box for that week, and the cancellation will take effect for the following Delivery Week. To cancel your Account subscription, log on to your account. Click on your name in the upper right-hand corner, then click “Account Settings.” Scroll down on the Meal settings page and click “End Meal Subscription” (under Status section). Follow the prompt(s) for your cancellation. You will be prompted with a message confirming that your account has been cancelled. You may also cancel your account by contacting Customer Care, at factor75.com/contact or email help@factor75.com, stating that you wish to terminate your Subscription, along with your full name and registered email address.

10.4 Pausing Your Order. During any delivery week, you have the option of pausing your deliveries. In order to do so, log on to your Account page on the Site or App, select a particular week (by clicking on the delivery day highlighted), then click on the “Edit Delivery” button and then click “Skip Week” button. You will not be charged for any week in which your order is paused. Please note that this action cannot be taken for any scheduled order which has already “locked,” pursuant to Section 10.2 “Meal Selection Date” above. Additionally, pausing an order shall only apply to the week in which you pause, and automatic deliveries will commence the following week, unless you choose to pause the following week, subject to the details, above.

10.5 Delivery Specifics. We enlist the support of third-party delivery companies to deliver your meals that will generally deliver your meals prior to 9 pm local time on your delivery date. Weather permitting, each box is carefully packaged to stay fresh until approximately 10 pm local time on the day of delivery. To maintain the highest quality and integrity of the meals after delivery, we recommend that you immediately refrigerate the items upon receipt. Additionally, you should inspect your package to ensure the contents arrive in a cool, refrigerated condition. The best way to ensure the quality and food safety of the product is to check the meat and fish with a meat thermometer to ensure their internal temperatures are 41 degrees Fahrenheit or below. If a fresh food product arrives at above 41 degrees Fahrenheit, you should contact our customer service and discard the item. If you are not home when a delivery arrives, our delivery person will leave the package for you at your door. In the case of inclement weather, we will deliver your order as soon as reasonably possible when the conditions permit. If your designated delivery location is inaccessible, rendering us unable to make the delivery, we will contact you to determine the best alternate location and/or date for the delivery. In the case of weather that 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 possible. In some cases, delivery may occur on a date other than your scheduled delivery day. If the delivery of your Meals is not feasible, we will cancel your delivery for the impacted period and issue a credit, as determined in our sole discretion.

11. FORCE MAJEURE. We will not be liable or responsible for any failure to perform, or delay the performance of, any of our obligations 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.

12. RECEIPT OF THE MATERIALS. Factor uses specific materials to refrigerate perishable items and also uses third party delivery companies to deliver Meal Boxes to customers. Please note that you are responsible for reviewing the Meal Box 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 Meal Box is delivered, the Meal Box will be left at your door or in a common area. Upon the completion of your review of the Meal Box, we recommend that you place all perishables in your refrigerator to ensure the integrity of all meals and contents. 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. 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 Meal Boxes, and the warming of Meals. We recommend that you use a thermometer to measure the temperature of any poultry, fish, or meat products that arrive in the insulated portion of the Meal Box, and, pursuant to USDA Guidelines, you should utilize said thermometer to ensure that they are at (or below) 41 degrees Fahrenheit.

13. FOOD PREPARATION. Factor recommends that all warming instructions found within our online menu and on the back of your meal tray packaging slip to be followed, and all seafood, meats, and poultry should be cooked to the USDA’s recommended internal temperatures (165 degrees Fahrenheit for poultry; 160 degrees Fahrenheit for ground meats; 145 degrees for whole meats; and 145 degrees Fahrenheit for seafood). Factor recommends utilizing a food thermometer to verify internal temperatures. For more information, please consult the USDA’s website). Please note that each Meal will have a corresponding meal description found online. If you have any questions or concerns related to your meal or meal warming instructions, please contact help@factor75.com or Customer Experience at (888) 573-5727.

14. RETURN AND REFUND POLICY. If you are unhappy with any part of your Meal Box, or a specific Meal, you can reach out to us at help@factor75.com or call Customer Experience at (888) 573-5727. Please do so within five (5) days of the date you received the unsatisfactory item. If related to the condition of a Meal, we, at our sole discretion, may give you credit for the individual Meal, and in some situations, issue a partial or full refund for the Meal. We reserve the right, however, to require either the return of the unsatisfactory Meal, or a photograph of such, before any partial/full refund or credit will be issued. Any future release, update or other addition to the Offerings shall be subject to these Terms. Factor, its suppliers, and its service providers reserve all rights not granted in these Terms.

15. PROPRIETARY RIGHTS. Factor is the owner and operator of the Site and the App. Additionally, Factor is the owner of, or duly licensed to utilize, all content, features, and functionality associated with the Site and App (including, but not limited to, all information, text, graphics, software, video, and audio, and the design, selection, and arrangement thereof) published on the Site, the App, or any Offerings (collectively the “Materials”). The Materials are protected by copyright, trademark, trade secret, and/or other intellectual property or proprietary rights laws throughout the world. Subject to these Terms, Factor grants users a limited, revocable, non-exclusive license to use the Materials solely in order to use Factor’s Offerings for personal, non-commercial use. Any other use of Factor’s Materials, including any modification, distribution, or reproduction for purposes other than the personal usage of Factor’s Offerings, without express written approval from Factor (which can be provided through email) is prohibited. Any future release, update, or other addition to the Offerings shall be subject to these Terms. Factor, its suppliers, licensors and its service providers reserve all rights not expressly granted in these Terms.

    15.1 Trademarks. “Factor,” all other trademarks, service marks, logos, titles, characters, names, graphics, product packaging, and button icons associated with the Offerings or Factor products and services are service marks, trademarks, and/or trade dress owned by Factor (or are otherwise proprietary to Factor) (collectively referred to with Materials as the “Factor IP”) 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, imagery, content or slogans appearing by and through the Offerings (“Other Content”) are the property of their respective owners and you do not acquire any ownership rights in or to such the Factor IP or Other Content by using and/or accessing the Offerings. You will not remove, alter, or obscure any copyright notice, trademark, service mark or other proprietary rights notices on the Site or App, or incorporated in or accompanying the Offerings.

    15.2 Other Content. Except with respect to your User Content, you agree that you have no right, title, or interest in or to any Content that appears on or in the App, Site or Offerings.

    15.3 Procedure for Making Claims of Copyright Infringement. In accordance with the Digital Millennium Copyright Act and other applicable laws, Factor reserves the right to terminate any end-user’s access to the Offerings where that end-user infringes upon third-party copyrights. If you believe content posted on the App or Site infringes your copyright, please provide our copyright agent with the following information: (1) the name and an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed including, where possible, a copy of the work or the location (e.g., URL or page within the App or Site) of an authorized version of the work, together with information regarding any copyright registration you own for the work you believe to be infringed; (3) a description of the location on the Site or App of the material that you claim is infringing including the URL or page within the App or Site, that will allow us to locate the material you believe constitutes an infringement; (4) your address, telephone number and e-mail address; (5) a written 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 (6) a statement by you, or your authorized agent, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Correspondence regarding notice of claims of copyright infringement should be sent to our copyright agent at help@factor75.com, or mailed to Attn: Factor75 Copyright Agent, 28 Liberty Street, New York, NY 10005. Please also see 17 U.S.C. § 512(c)(3) for the requirements of such a notification. You should note that if you knowingly make any material misrepresentation in your notification that the material or activity is infringing, you will be liable for any damages, including, without limitation, costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing. To protect the rights of copyright owners, Factor maintains a policy for termination, in appropriate circumstances, of subscribers and account holders of the Services who are repeat infringers.

16. COMMUNITY STANDARDS AND CONDUCT GUIDELINES. You may use Factor Offerings only for lawful purposes and in accordance with these Terms. By visiting our Site, App, or by using our Products, you hereby agree not to use the Offerings:

    16.1 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).

    16.2For 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.

    16.3 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 Factor, an employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).

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

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

Nothing in these Terms waives or limits any consumer rights under California Civil Code 1670.8. Consumers retain their right to make public statements—both positive and negative—about their experiences with Factor. Additionally, you agree not to:

16.6 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.

16.7 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.

16.8 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.

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

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

16.11 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.

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

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

17. 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 the Offerings (“Third Party Content”). The Third-Party Content is not endorsed, adopted by, or controlled by Factor, 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 (i) your interactions with third parties providing Third Party Content through or on the Offerings (including, but not limited to, our Site, App, social media, other Content, or Products) are solely between you and such third parties; and (ii) that it is impossible for Factor to monitor such materials and that you access these materials at your own risk.

18. USER CONDUCT. You agree that you will not violate any law, 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 Factor; (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 Factor without Factor’s 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 Factor’s Content, the Site, or the App without our prior written consent; (8) use the Site or App in any way that prevents or inhibits other end-users from fully utilizing the Site or App, or in a way that could overburden or interfere with the functioning of the Site or App 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 Factor has not authorized to access the Site or the App, to retrieve or index data or content; (10) decipher or reverse engineer any portion of the Site or the App 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 or App which you are not authorized to access, pursuant to these Terms or any subsequent terms; or (12) use the Site or the App for any illegal purpose.

19. USER CONTENT.

    19.1 Pursuant to the specifications located in these Terms, the Site, App, or any social media platforms on which Factor 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 or submit to us through email or other channels 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 Community Standards and Conduct Guidelines set out in Section 16 of these Terms, respectively). You understand and acknowledge that you are responsible for any User Content you submit or contribute through any channel or method and your use of any Interactive Areas of the Site and/or App, and you, not Factor, 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. Any User Content you post to the Site will be considered non-confidential and non-proprietary. By providing any User Content, you represent and warrant that:(1) You own or control all rights in and to the User Content and have the right to grant the license granted below to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, including, without limitation, all copyrights, trademarks, patents, rights of privacy and rights of publicity contained therein, and that all User Content does not infringe on any patent trademark, trade secret, copyright, right of publicity, rights of privacy, or any other right of any other person or entity; (2) You shall not (and shall not permit any third party to) take any action or upload, post, or otherwise distribute any User Content that is found by Factor, in its sole capacity, to be false, misleading, untruthful, inaccurate, unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by Factor in our sole discretion; and (3) all of your User Content does and will comply with these Terms.

    19.2 Except where prohibited by applicable law, you agree that Factor may utilize content, reproduce, display, publish, and distribute content (including User Content) from our users who share photos, reviews, videos on social media using our brand name, brand hashtags, including without limitation, #factormeals or #fueledbyfactor (collectively, the “Factor Hashtags”), or tagging Factor using the @factormeals account. You acknowledge and agree that by using our brand name, tagging Factor, or using a Factor Hashtag, that it may be used by Factor in our marketing materials, including but not limited to, our emails, our advertisements, and on our Site, or App, and you hereby grant us a non-exclusive, irrevocable, perpetual, royalty free, fully assignable license and permission to use all User Content worldwide in connection with such purposes and hereby authorize us to use your name or social media handle in association with your User Content for identification, publicity related to the Services and similar promotional purposes, including after your termination of your Factor Account or the Services. You represent and warrant that the posting and use of your User Content, including to the extent that your User Content includes your name, username, likeness, voice, signature, image, photograph or other identifiable characteristics associated with any persons, does not violate, misappropriate or infringe on the rights of any third party, including without limitation, privacy rights, publicity rights, copyrights, trademark and other intellectual property rights.

    19.3 Except where prohibited by applicable law, You acknowledge and agree that by using our brand name, tagging Factor, or using a Factor Hashtag, or by uploading any User Content, you hereby grant Factor and its affiliates and subsidiaries a nonexclusive, royalty-free, transferable, worldwide, perpetual, irrevocable and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, copy, upload, store, distribute, transmit, perform and publicly display your User Content, in whole or in part and any name, username, likeness, voice, or photograph provided in connection with your User Content without compensation to you, for any lawful purpose, in connection with the operation of the Site, App, Offerings, or the promotion, advertising or marketing of the Services or Offerings, in any form, medium or technology now known or later developed, and including after your termination of your Account or the Services. For sake of clarity, the foregoing license does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third-party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights. Factor owns all rights, title, and interest in any compilation, collective work, or other derivative work created by Factor using or incorporating User Content.

    19.4 Except where prohibited by applicable law, You acknowledge and agree that by using our brand name, tagging Factor, or using a Factor Hashtag or by uploading any User Content through the Site, you are waiving and agreeing not to assert any copyrights or “moral” rights or claim resulting from our alteration of the User Content or to assert any claim that such use violates any right you claim to own in the User Content or any portion thereof. You are also agreeing to appoint Factor as your irrevocable attorney-in-fact with respect to the User Content.

    19.5 Except where prohibited by applicable law, You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services (collectively “Feedback”) that you provide us are non-confidential and we will be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without your acknowledgment or compensation to you.

    19.6 Except where prohibited by applicable law, You acknowledge and agree that we may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any User Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Factor or our users.

20. INDEMNIFICATION. You agree to defend, indemnify and hold harmless Factor, 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 Factor’s use of the User Content, your use of the Site, the App, 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 Factor of any third-party claims, cooperate with Factor 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 Factor. You agree that the provisions in this section will survive any termination of your Account, these Terms and/or your access to the Offerings.

21. DISCLAIMERS. YOU ARE SOLELY RESPONSIBLE FOR, AND ASSUME ALL RISKS RELATED TO, THE PROPER AND SAFE PREPARATION (INCLUDING STORAGE, MIXING, BLENDING, AND WARMING), USE, AND CONSUMPTION OF THE CONTENTS OF THE MEAL BOXES. AS SUCH, ALL CONTENTS OF THE RESPECTIVE MEAL BOXES 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.

    21.1 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 FACTOR’S AND OUR SUPPLIER’S FACILITIES. YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT WE STORE, PORTION AND PACKAGE THESE PRODUCTS, AND WHILE FACTOR TAKES PRECAUTIONS TO LIMIT ANY CROSS-CONTAMINATION, CROSS-CONTAMINATION MAY OCCUR BETWEEN FOOD PRODUCTS, AND THUS, THE RESPECTIVE MEALS, OR THE MEAL BOX, 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 HANDLING, PREPARING, USING OR CONSUMING SUCH PRODUCTS. FACTOR DOES NOT REPRESENT OR WARRANT THAT THE NUTRITION, INGREDIENT, ALLERGEN, AND OTHER PRODUCT INFORMATION ON OUR SITE OR APP 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 THE PRODUCTS LABEL OR CONTACT FACTOR IN ORDER TO PROVIDE INFORMATION TO CONTACT THE MANUFACTURER DIRECTLY IF YOU HAVE A SPECIFIC DIETARY OR ALLERGIC CONCERN OR QUESTION ABOUT A PRODUCT.

    21.2 Specifications Related to Warranties. WE ATTEMPT TO DISPLAY THE PRODUCTS YOU WILL RECEIVE IN YOUR MEAL BOXES AND OTHER MATERIALS AND INFORMATION YOU VIEW ON THE SITE AND APP, 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 PRODUCTS AND OTHER MATERIALS YOU RECEIVE IN YOUR ORDER MAY VARY FROM THE PRODUCTS 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.

    21.3 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.

22. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FACTOR, 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 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 FORESEEABLE. ADDITIONALLY, IN NO EVENT SHALL FACTOR 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, APP 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 FACTOR, OR FROM EVENTS BEYOND FACTOR’S 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). UNDER NO CIRCUMSTANCES WILL FACTOR BE LIABLE TO YOU FOR MORE THAN THE TOTAL AMOUNT PAID TO FACTOR BY YOU DURING THE THIRTY (30) DAY PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS SET FORTH IN THIS SECTION 22 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.

23. 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 App (or any features or parts thereof) or the rates, delivery, or provision of the Products at any time.

24. DISPUTE RESOLUTION & BINDING ARBITRATION. Our philosophy is to treat all consumers, including our customers, honestly and reasonably. Most concerns and complaints can be resolved by contacting Customer Care at help@factor75.com or Customer Experience at (888) 573-5727. If a concern, complaint, or claim of any kind arises between you and Factor that is not resolved by Customer Care, you and Factor agree to work diligently and in good faith to reach a resolution that is fair and equitable to both sides using the Mandatory Informal Dispute Resolution Process described below.

On occasion, despite our respective best efforts, a third party may be necessary to help resolve problems that may arise between you and Factor. YOU AND FACTOR AGREE THAT ALL DISPUTES BETWEEN YOU AND Factor THAT ARE NOT RESOLVED INFORMALLY SHALL BE RESOLVED ON AN INDIVIDUAL BASIS THROUGH BINDING ARBITRATION OR IN SMALL CLAIMS COURT ONLY, IN ACCORDANCE WITH THE ARBITRATION AGREEMENT (“ARBITRATION AGREEMENT”) SET FORTH IN THIS SECTION. YOU AND FACTOR ALSO AGREE TO WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY AND TO WAIVE ANY AND ALL RIGHTS TO PARTICIPATE IN ANY WAY IN A CLASS ACTION IN CONNECTION WITH ANY SUCH DISPUTES OR TO MAKE OR PROCEED WITH ANY CLAIM ON A COLLECTIVE OR CONSOLIDATED BASIS.

24.1 All Disputes Covered. You and Factor agree that this Arbitration Agreement covers all concerns, complaints, demands for relief, disputes, and claims of any kind and in the broadest possible sense that may arise between you and Factor (each a “Dispute,” and, collectively, the “Disputes”). Disputes covered by this Arbitration Agreement include, but are not limited to, those arising out of or related in any way to these Terms, including Factor’s Privacy Policy or other Supplemental Terms; the operation and content of the Site and App; your use of the Site and App; communications and interactions between you and Factor; promotions by Factor; and all purchases of, requests for, and uses by you of all Products and Services offered by Factor (including all Offerings and supplemental Offerings). You and Factor further agree that this mutual obligation to arbitrate encompasses Disputes of every kind and description, including, but not limited to, statutory, regulatory, constitutional, and common law Disputes, including, but not limited to, those involving allegations of negligence and intentional wrongdoing (including fraud and misrepresentation) and tax controversies, and irrespective of the source or origin of the law which may govern or give rise to such Disputes and irrespective of whether other parties may be involved in such Disputes. This Arbitration Agreement shall apply, without limitation, to all Disputes or claims and requests for relief that arose or were asserted before the Effective Date of these Terms or any prior version of these Terms.

24.2 All Persons and Entities Covered. You and Factor agree that this Arbitration Agreement applies to all agents, attorneys, contractors, subcontractors, service providers, employees, and all others acting for, or on behalf of, you and Factor, or under your or Factor’s direction or control, and all companies affiliated with Factor (including, but not limited to, parents, subsidiaries, and sibling corporations, if any). This Arbitration Agreement is binding not only on you and Factor, but also your and Factor’s respective heirs, successors, and assigns.

24.3 The Federal Arbitration Act Applies to this Arbitration Agreement. You and Factor agree that this Arbitration Agreement and all arbitrations between you and Factor under this Arbitration Agreement are governed by the Federal Arbitration Act (“FAA”) and federal law, notwithstanding any state or local laws, or the laws of other countries, concerning or purporting to place limits on the availability or scope of arbitration or imposing obligations greater than, or inconsistent with, the FAA.

24.4 Mandatory Informal Dispute Resolution Process. If a dispute arises, Factor is committed to working with you to reach a reasonable resolution. For any issue or Dispute that arises between you and Factor, both parties acknowledge and agree that they will first make a good faith effort to resolve it informally before initiating any formal dispute resolution proceeding in arbitration or otherwise. This includes first sending a written notice of dispute (“Mandatory Dispute Notice”). A Mandatory Dispute Notice from you to Factor must (1) be sent by certified mail, with a copy to factorarbitrationoptout@factor75.com with the subject line “User Dispute”; (2) be addressed to: Grocery Delivery E-Services USA, Inc. dba Factor, Attn: Legal Department, 28 Liberty Street, 10th Floor, New York, NY 10005 (“Notice Address”); (3) contain your name, address, and email address; (4) describe the nature and basis of your claim; (5) include any relevant facts regarding your use of the Site, the App, the Offerings and/or Services (as may be applicable), including without limitation the specific order or conduct to which your Dispute pertains, the date(s) of any disputed charges, the date(s) of your interaction under which the Dispute arose; (6) specify the nature and basis of the specific relief sought, including the damages sought, if any, and a detailed calculation of them; and (7) include a personally signed statement from you (and not your counsel) verifying the accuracy of the contents of the Mandatory Dispute Notice. The Mandatory Dispute Notice must be individualized, meaning it can concern only your Dispute and no other person’s Dispute. If applicable, Factor agrees to send a Mandatory Dispute Notice to you, containing a similar level of detail as described above, by email to an email address you have previously provided to Factor or by certified mail, return receipt requested to an address you have previously provided to Factor.

You and Factor will then, upon receipt of any Mandatory Dispute Notice, attempt in good faith to resolve each Dispute described in the Mandatory Dispute Notice on an individual basis. You and Factor agree that, after receipt of the completed Mandatory Dispute Notice, the recipient may request an individualized telephone or video settlement conference (which can be held after the 60-day period) and both parties will personally attend (with counsel, if represented). You and Factor agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually convenient time and to seek to reach a resolution. If we and you do not reach an agreement to resolve the issues identified in the Mandatory Dispute Notice within 60 days after the completed Mandatory Dispute Notice is received (or a longer time if agreed to by the parties), you or we may commence an arbitration proceeding or a small claims court proceeding (if permitted by small claims court rules).

Compliance with this Mandatory Informal Dispute Resolution Process is a condition precedent to initiating arbitration. Any applicable limitations period (including statute of limitations) and any filing fee deadlines (other than the filing fees due by a claimant to commence an arbitration matter) shall be tolled while the parties engage in Mandatory Informal Dispute Resolution Process set forth herein. All of the requirements of the Mandatory Informal Dispute Resolution Process are essential so that you and Factor have a meaningful opportunity to resolve disputes informally. If any aspect of these requirements has not been met, a court of competent jurisdiction may enjoin the filing or prosecution of an arbitration. In addition, unless prohibited by law, the arbitration administrator may not accept, administer, assess, or demand fees in connection with an arbitration that has been initiated without completion of the Mandatory Informal Dispute Resolution Process, provided that this shall not excuse a claimant from timely paying filing fees necessary to commence arbitration. If the arbitration is already pending prior to the completion of the Mandatory Informal Dispute Resolution Process, the arbitration shall be administratively closed. A party may seek in arbitration, and an arbitrator or process arbitrator may award damages for non-compliance with the Mandatory Informal Dispute Resolution Process.

24.5 Disputes Not Settled Informally May Only Be Resolved in Small Claims Court or By Individual Arbitration. At the conclusion of the Mandatory Informal Dispute Resolution Process, Disputes presented in a Mandatory Dispute Notice, but not resolved, may be asserted on an individual basis in either (1) small claims court in: (a) the county or parish where you live, if such a court is available and has jurisdiction to hear the Dispute; or (b) another location you and Factor agree on, but only if the Disputes (and the relief sought) qualify to be brought in that court; or (2) binding individual arbitration as provided for in this Arbitration Agreement, below.

24.5 ARBITRATION RULES AND REQUIREMENTS: You and Factor agree that the party initiating arbitration must submit a certification that they have complied with and completed the Mandatory Dispute Notice and Informal Dispute Resolution Procedure requirements referenced in Section 24.4, and that they are a party to the Arbitration Agreement enclosed with or attached to the demand for arbitration. The demand for arbitration and certification must be personally signed by the party initiating arbitration (and their counsel, if represented).

Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the American Arbitration Association pursuant to its Consumer Arbitration Rules, and, if applicable, its Mass Arbitration Supplementary Rules, that are in effect at the time the arbitration is initiated (the “AAA Rules”), as modified by the terms set forth in this Agreement. Copies of the AAA rules can be obtained at the AAA’s website (www.adr.org). Notwithstanding the foregoing, if requested by you or Factor, and if proper based on the facts and circumstances of the claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event, unless you and Factor agree otherwise, shall the arbitrator consolidate more than one person’s claims, or otherwise preside over any form of representative, collective, or class proceeding. The parties may select a different arbitration administrator, forum, and/or third-party neutral upon mutual written agreement. If the AAA is unable or unwilling to administer the arbitration under this Arbitration Agreement, you and Factor will select another arbitration provider, forum, and/or third-party neutral upon mutual written agreement. If there is no agreement, a court shall appoint an appropriate arbitration provider.

To begin an arbitration proceeding, you or Factor must file a demand for arbitration (“Demand”) with the AAA and serve a copy on the other party. You and we agree that notwithstanding any rules of the arbitration provider to the contrary, the Demand must (1) describe the factual and legal nature and basis of the claim or Dispute; (2) set forth the specific relief sought; and (3) include the name, mailing and email addresses, and phone number of the party bringing the claim. Unless the AAA Rules provide otherwise, a Demand shall be sent to the American Arbitration Association Case Filing Services, 1101 Laurel Oak Road, Suite 100, Voorhees, NJ 08043, or by filing online through the AAA’s website: https://www.adr.org/Support. For Demands initiated against Factor, a copy of the Demand shall also be sent to Factor by email to factorarbitrationoptout@factor75.com or by certified mail, return receipt requested to Grocery Delivery E-Services USA, Inc. dba Factor, Attn: Legal Department, 28 Liberty Street, 10th Floor, New York, NY 10005.

While there is no judge or jury in an arbitration, subject to the terms of this Arbitration Agreement, the arbitrator has the power to hear and resolve all claims and to award all the relief that a court can award to an individual litigant. The arbitrator, however, may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless both you and Factor agree otherwise or as permitted by the Additional Procedures for Mass Arbitrations set forth in Section 24.8 below, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative, class, or private attorney general proceeding. If, after exhaustion of all appeals, any of these prohibitions on non-individualized declaratory or injunctive relief; class, representative, and private attorney general claims; and consolidation are found to be unenforceable with respect to a particular claim or with respect to a particular request for relief (such as a request for injunctive relief sought with respect to a particular claim), then the parties agree such a claim or request for relief shall be decided by a court of competent jurisdiction, after all other arbitrable claims and requests for relief are arbitrated, as set forth below.

The arbitrator must interpret and apply this Arbitration Agreement as a court would. Court review of an arbitration decision is limited. To the extent that any cause of action or claim for relief cannot for any reason be addressed in arbitration, you and Factor agree that any court proceedings shall be stayed pending the final resolution in arbitration of all arbitrable causes of action and claims for relief. In the event you and Factor disagree on whether a Dispute must be arbitrated or disagree concerning the scope of the arbitrator’s powers, the arbitrator shall have, but only to the extent permitted by law, the sole authority to address all such disagreements, including, but not limited to, arguments concerning or related to the formation, legality, interpretation, and enforceability of this Arbitration Agreement, the scope of the Arbitration Agreement, the applicability of this Arbitration Agreement to you and Factor, and the arbitrability of any Dispute arising between you and Factor. Any court of competent jurisdiction will have the authority to enforce these arbitration requirements (including those related to Mass Arbitration set forth below) and, if necessary, enjoin the filing or prosecution of any arbitrations and the assessment of fees by the American Arbitration Association (“AAA”) or any other organization, arbitrator, or mediator in a manner inconsistent with this Arbitration Agreement.

As in court, you and Factor agree that any counsel representing a party in arbitration certifies when initiating and proceeding in arbitration that they are complying with the requirements of Federal Rule of Civil Procedure 11(b), including certification that the claim or relief sought is neither frivolous nor brought for an improper purpose. The arbitrator is authorized to impose any sanctions under the AAA Rules, Federal Rule of Civil Procedure 11, or applicable federal or state law, against all parties and counsel.

Except as expressly provided in this Arbitration Agreement, the arbitrator may grant any remedy, relief, or outcome that the parties could have received in court, including awards of attorneys’ fees and costs, in accordance with applicable law. Unless otherwise provided by applicable law, the parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator awards sanctions or finds that either the substance of the claim, the defense, or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

24.7 Additional Procedures for Mass Arbitrations. If twenty-five (25) or more claimants or their lawyers file, threaten to file, or indicate an intention to file Demands for arbitration raising substantially identical Disputes, and counsel for the claimants are the same or coordinated across such Disputes (a “Mass Arbitration”), the AAA’s Mass Arbitration Supplementary Rules, as modified by this Arbitration Agreement, shall apply. The AAA’s Mass Arbitration Supplementary Rules, as modified by this Arbitration Agreement, shall also apply if Factor initiates Disputes raising similar claims against 25 or more consumers represented by the same or coordinated counsel.

Each Mass Arbitration claimant must complete the Mandatory Dispute Notice and Informal Dispute Resolution Procedure requirements referenced in Section 24.4 above before that Mass Arbitration claimant can proceed to arbitration.

You acknowledge and agree that, by choosing to participate in a Mass Arbitration, the resolution of your Dispute might be delayed. The parties agree that throughout this process, their counsel shall meet and confer in an effort to informally resolve the Dispute, streamline procedures, address the informal exchange of information, modify the number of Disputes to be adjudicated and to promote efficiency, conservation of resources, and the resolution of Disputes, including to engage with the arbitration administrator and/or process arbitrator to address threshold administrative issues.

A first set of arbitrations (“Stage One”) will be resolved using bellwether proceedings if the claims are not resolved during pre-arbitration negotiations. In Stage One, each side shall select up to 20 cases (40 cases total) to be filed in arbitration. The cases shall be resolved individually by different arbitrators to the extent that the AAA has enough arbitrators available. If the AAA does not have enough available arbitrators to decide all the cases filed, the AAA may assign multiple cases to the same arbitrator, but the arbitrator must still resolve each arbitration individually, and no arbitration shall be binding on the others or on subsequent arbitrations. In the meantime, no other cases may be filed in arbitration, and the AAA shall not accept, administer, or demand payment of fees for arbitrations commenced in violation of this Arbitration Agreement.

After Stage One is completed, the parties must engage in a single mediation of all remaining cases. The parties shall attempt to reach agreement on a mutually agreeable mediator. If the parties cannot reach an agreement, the AAA may administratively appoint a mediator.

If the parties cannot agree how to resolve the remaining cases after the conclusion of Stage One and the mediation, to increase the efficiency of administration and resolution of the remaining cases, the parties shall attempt to agree on a batching process that allows all arbitrations to proceed in an orderly, efficient, and cost-effective manner. If the parties cannot agree on an orderly process, each side shall submit a proposal to a process arbitrator, who will then decide upon an appropriate batching process (“Stage Two”). During State Two, the parties or a process arbitrator may appoint a single arbitrator to preside over batches of arbitrations, and the batches may be decided (as appropriate) on a consolidated basis with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award. AAA shall administer all batches in Stage Two concurrently, to the extent possible.

You and Factor agree to cooperate in good faith with AAA to implement this batch arbitration process. This batch arbitration process shall in no way be interpreted as authorizing or creating a class or collective action of any kind, and nothing about the batch arbitration process will preclude any party from participating in any arbitration administered according to that process, or any arbitrator from awarding individual relief as between each respondent and claimant in accordance with this Arbitration Agreement, even if they are part of the same batch. Nothing about the prohibition on class, collective, or representative actions shall be construed as prohibiting the batch arbitration described herein.

If your Dispute is part of a Mass Arbitration, any applicable limitations periods (including statutes of limitations) shall be tolled for your Dispute from the time that your Dispute is first submitted to AAA until your Dispute proceeds in arbitration or is settled, withdrawn, otherwise resolved, or opted out of arbitration on mutual agreement of the parties.

A court of competent jurisdiction shall have the authority to enforce the Additional Procedures for Mass Arbitration section of the Arbitration Agreement, including by enjoining the filing, prosecution, or administration of arbitrations, and the assessment or collection of arbitration fees.

The Additional Procedures for Mass Arbitrations section of the Arbitration Agreement and each of its requirements are essential parts of this Arbitration Agreement. If, after exhaustion of all appeals, a court of competent jurisdiction decides that this Additional Procedures for Mass Arbitrations section applies to your Dispute and is not enforceable, then your Dispute shall not proceed in arbitration and shall only proceed in a court of competent jurisdiction consistent with the remainder of the Agreement.

24.8 No Class Actions. Except as expressly provided for in the Mass Arbitration Rules, you and Factor agree that all Disputes must be resolved on an individual basis only. This means that in such circumstances: (a) neither you nor Factor can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action; (b) an arbitrator cannot combine multiple claimant’s claims into a single case (or preside over any consolidated, class, or representative action); and (c) an arbitrator’s decision or award in one person’s case can only decide the Disputes of that claimant, not other claimants. Nothing in this Arbitration Agreement, including this section, is intended to limit the relief available to either you as an individual or Factor in arbitration or small claims court, including equitable relief that an arbitrator may be required to make available by applicable law. Nor does anything in this section limits your or Factor’s rights to resolve a Dispute by mutual agreement through a class-wide settlement of claims whether through mediation or otherwise.

24.9 Fees and Costs. You and Factor will each bear their own costs and attorneys’ fees in the event of a Dispute, provided, however, that either party may recover attorneys’ and arbitral fees and costs to the extent permitted by applicable law or under applicable arbitration rules. If an arbitrator determines that an arbitration has been brought in bad faith, for an improper purpose, or to exert unfair pressure greatly disproportionate to the harm alleged, or that the demand was entirely frivolous, the arbitrator may award costs, arbitration fees, and attorneys’ fees to the party defending itself in connection with any such Disputes.

24.10 Offer of Settlement: In any arbitration between you and Factor, the defending party may, but is not obligated to, make a written settlement offer at any time before the evidentiary hearing or, if a dispositive motion is permitted, prior to the dispositive motion being granted. The amount or terms of any settlement offer may not be disclosed to the arbitrator until after the arbitrator issues an award on the claim. If the award is issued in the other party's favor and is less than the defending party's settlement offer or if the award is in the defending party's favor, the other party must pay the defending party's fees and costs incurred after the offer was made, including any attorney's fees. If any applicable statute or case law prohibits the shifting of costs incurred in the arbitration, then the offer in this provision shall serve to cease the accumulation of any costs to which the party bringing the claim may be entitled for the cause of action under which it is suing.

24.11 Rules of Construction. This Arbitration Agreement shall be interpreted, to the maximum extent permitted by law, to facilitate the resolution of all Disputes in arbitration in a way that is cost-effective to all parties.

24.12 Severability. If for any reason any provision of this Arbitration Agreement shall be held to be unenforceable, the remaining provisions of the Arbitration Agreement shall remain in effect to the maximum extent permitted by law in a manner that facilitates resolution of Disputes in arbitration in a way that is cost effective to all parties.

24.13 Survival. All provisions of this Arbitration Agreement shall survive the termination, cancellation, or expiration of the Terms or of your customer relationship with Factor.

24.14 Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: factorarbitrationoptout@factor75.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Factor username (if any), the email address you used to set up your Factor account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. If you have previously agreed to such an arbitration provision, you may opt out of any revisions to your prior arbitration agreement made by this provision in the manner specified above, but opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with Factor. Opting out of this Arbitration Agreement has no effect on any arbitration agreements that you may enter in the future with us.

25. GOVERNING LAW AND VENUE; CLASS ACTION AND JURY WAIVER.

THESE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.

Claims excepted from arbitration under the Arbitration Agreement set forth in these Terms, or otherwise determined by a court of competent jurisdiction not to be subject to arbitration, shall be brought exclusively in the state or federal courts of New York, notwithstanding that other courts may have subject matter jurisdiction over the claims or personal jurisdiction over the parties. Notwithstanding this forum selection agreement, any small claims court proceedings may be brought in: (a) the county or parish where you live, if such a court is available and has jurisdiction to hear the claim; or (b) another location you and Factor agree on, but only if the claims (and the relief sought) qualify to be brought in that court.

You and Factor agree that to the extent claims proceed in court, to the fullest extent permitted by law, each party may bring claims against the other only in an individual capacity, and not participate as a plaintiff, claimant, or class member in any class, collective, consolidated, private attorney general, or representative proceeding. This means that you and Factor may not bring a claim on behalf of a class or group and may not bring a claim on behalf of any other person unless doing so as a parent, guardian, or ward of a minor or in another similar capacity for an individual who cannot otherwise bring their own individual claim. This also means that you and Factor may not participate in any class, collective, consolidated, private attorney general, or representative proceeding brought by any third party. Notwithstanding the foregoing, you or Factor may participate in a class-wide settlement. To the fullest extent permitted by law, you and Factor waive any right to a jury trial. If there is a final judicial determination that any part of this paragraph is unenforceable or unlawful for any reason, the unenforceable or unlawful portion shall be severed and severance shall have no effect whatsoever on the enforceability, applicability, or validity of any other part of these Terms, including without limitation the choice-of-forum provision in the preceding paragraph. While there is no judge or jury in an arbitration, subject to the terms of this Arbitration Agreement, the arbitrator has the power to hear and resolve all claims and to award all the relief that a court can award to an individual.

26. TERM, TERMINATION AND SURVIVAL.

    26.1 Term. The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Offerings, unless terminated earlier in accordance with these Terms.

    26.2 Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that these Terms commenced on the earlier to occur of (a) the date you first used the Offerings or (b) the date you accepted these Terms and will remain in full force and effect while you use any Offerings, unless earlier terminated in accordance with these Terms.

    26.3 Termination. 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 can cancel your Service in accordance with the terms set forth in Sections 6 and 10.3 hereunder. Except as set forth above, the Service subscription fee shall be non-refundable. If timely payment cannot be charged to your payment provider for any reason, if you have materially breached any provision of the Terms, or if Factor is required to do so by law (e.g., where the provision of the Site, the App or the Services is, or becomes, unlawful), Factor has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Factor’s sole discretion and that Factor shall not be liable to you or any third party for any termination of your Account. 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.

    26.4 Effect of Termination. Termination of any Service includes removal of access to such Service and may bar further use of the Service. Termination of all Services may also include deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof). Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Service may involve deletion of your Content associated therewith from our live databases. Factor will not have any liability whatsoever to you for any suspension or termination. All provisions of these Terms which by their nature should survive, shall survive termination of the Offerings or Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

    26.5 No Subsequent Registration. If your registration(s) with or ability to access the Service is discontinued by Factor due to your violation of any portion of these Terms, then you agree that you shall not attempt to re-register with or access the Service through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Services to which your access has been terminated. If you violate the immediately preceding sentence, Factor reserves the right, in its sole discretion, to immediately take any or all actions set forth herein without any notice or warning to you.

27. SEVERABILITY AND WAIVER. If any of these Terms 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 Factor of any provision in these Terms 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. APP STORES. You acknowledge and agree that the availability of the App and the Services is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that these Terms are between you and Factor and not with the App Store. Factor, not the App Store, is solely responsible for the Offerings, including the App, the content thereof, maintenance, support services, and warranty therefore, and addressing any claims relating thereto (e.g., product liability, legal compliance, or intellectual property infringement). To use the App, you must have access to a wireless network or other, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Offerings, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Offerings, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of these Terms and will have the right to enforce them.

    28.1 Additional Terms for Apple Apps. With respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. In addition, the following terms apply to any App Store Sourced Application: (a) You acknowledge and agree that (i) these Terms are concluded between you and Factor only, and not Apple, and (ii) Factor, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service. (b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application. (c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Factor and Apple, any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Factor. (d) You and Factor acknowledge that, as between Factor and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation. (e) You and Factor acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Factor and Apple, Factor, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. (f) You and Factor acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof. (g) Without limiting any other provisions of these Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.

29. MISCELLANEOUS. These Terms and any document expressly referred to herein constitute the whole agreement between you and Factor, 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 Factor. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and is not intended to confer third party beneficiary rights upon any other person or entity.

30. CONSUMER COMPLAINTS. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

31. ELECTRONIC COMMUNICATIONS. The communications between you and use electronic means, whether you visit Services or send Factor e-mails, or whether Factor posts notices on Services or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Factor in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to these Terms that Factor provides to you electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document. The foregoing does not affect your statutory rights.

32. EXPORT CONTROL. You may not use, export, import, or transfer the Offerings except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Services, and any other applicable laws. In particular, but without limitation, the Offerings may not be exported or re-exported (1) into any United States embargoed countries, or (2) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

33. NOTICE. Where Factor requires that you provide an email address, you are responsible for providing Factor with your most current email address. If the last e-mail address you provided to Factor is not valid, or for any reason is not capable of delivering to you any notices required/permitted by these Terms, Factor’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Factor at the following address: Grocery Delivery E-Services USA, Inc. dba Factor, Attn: Legal Department, 28 Liberty Street, 10th floor, New York, NY 10005. Such notice shall be deemed given when received by Factor by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.

34.THE PROGRAM. 34.1 Program Definitions. “Program” means Factor’s internet-based nutrition coaching and management program, which is delivered in one or more Plans. “Program Fee” means, as set forth in the Plan, or any customer agreement or other communication from Factor to you, the charge to the Customer for Programs provided by Factor. “Proprietary Information” means all non-public business or technical information, or materials disclosed to you by Factor or any Factor wellness professional (“Wellness Professional”), including any documentation, any method of carrying out or delivering the Program, and any pricing or commercial terms related to the Program, including the price paid for the Plan and Program.

34.2 Access to Wellness Professionals. As part of the Plan and Program, Factor will provide you with individual or group access to Wellness Professionals, who will consult with you by videoconference or telephone. You agree to work with your Wellness Professionals in good faith solely with respect to the Program, and you will not seek consultation from your Wellness Professionals for any other purpose. If you need to reschedule an individual appointment with a Wellness Professional, you agree to do so at least 12 hours in advance, or the session will be marked as complete and cannot be used. In addition, if you miss a scheduled individual appointment, the session will be marked as completed. You agree that the sessions with Wellness Professionals are for your own personal benefit and not for the benefit of others and that you will not allow any observers to join you, except as may be necessary to facilitate your participation in the session. You agree that you will not record any such session in any way. You also understand and agree that Factor may replace any Wellness Professional assigned to you at any time, with no advance notice.

34.3 Eligibility. We do not permit individuals under eighteen (18) years of age to register for our Program. By using the program, you represent and warrant that you are at least eighteen (18) years of age and have the right, authority, and capacity to enter into these Terms and to abide by the terms and conditions found herein. Due to the physiological sensitivity that occurs with pregnancy and our inability to provide collaborative care with physicians, individuals who are pregnant will be unable to use our Program. Individuals who are currently or have a goal to be at a BMI below 18.5 will also be unable to use our services. According to the Center for Disease Control (CDC), current medical standards indicate a healthy BMI range to be between 18.5-24.9, with a BMI falling below 18.5 to be considered underweight. Weight loss for underweight individuals is not recommended and should be supervised by a medical professional.

34.4 Your Health and Medical Service Disclaimer. We do not provide professional medical services or advice. FACTOR IS NOT A MEDICAL ORGANIZATION. THE SERVICES PROVIDED BY THE WEBSITE AND/OR MOBILE APP DO NOT CONTAIN OR CONSTITUTE, AND SHOULD NOT BE INTERPRETED AS, MEDICAL ADVICE OR OPINION. NO DOCTOR-PATIENT RELATIONSHIP IS CREATED. USE OF THE SERVICES IS NOT FOR MEDICAL EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911. YOU SHOULD NOT CONSIDER THE PROGRAM OR ANY INFORMATION OR DOCUMENTATION YOU RECEIVE FROM FACTOR AS MEDICAL ADVICE OF ANY KIND, AND THE PROGRAM IS NOT INTENDED TO DIAGNOSE OR TREAT ANY ILLNESS, DISEASE, OR ADVERSE MEDICAL CONDITION. Factor is not a licensed medical care provider, and the Programs are not medically supervised. You are urged and advised to seek the advice of a physician before beginning your use of the Program, and to get periodic medical check-ups as recommended by your primary-care physician. By using the Program, you represent that you are an adult who is healthy enough to begin a weight loss regimen that includes dieting and exercise. The Program is not intended for use by minors. If you are currently under the care of a healthcare professional or are living with a chronic health care condition, you represent that you have obtained the express approval from a healthcare professional to receive the Programs before beginning. Never disregard professional medical advice or delay in seeking it because of something you have been told by Factor staff or any Wellness Professional. The Program does not provide medical services or render medical advice. Nothing contained in the Program, or the Services should be construed as such advice or diagnosis. The information provided by Factor should not be interpreted as a substitute for physician consultation, evaluation, or treatment, and the information made available through the Program should not be relied upon when making medical decisions, or to diagnose or treat a medical or health condition. You are urged and advised to seek the advice of a physician or medical professional for any questions you may have regarding your health before beginning any weight loss effort regimen, physical activities, or any other plans that may be referenced or discussed or offered under the Program. If you are being treated for an illness, taking a prescription medication, or following a therapeutic diet to treat a disease, it is especially urged to consult with your physician before using the Program. Each time you use the Program, you represent to us that you are not using the Program for the purpose of seeking medical attention. You further agree that, before using the Program, you shall consult your physician, particularly if you are at risk for problems resulting from exercise or changes in your diet. If any information you receive or obtain from using the Program is inconsistent with medical advice from your physician, you should follow the advice of your physician.

24.5 Assumption of Risk. Not all exercises or activities recommended by Factor or any of the Wellness Professionals, or otherwise made available on the Website or in any documents or information provided by Factor75, are suitable for everyone. You understand and agree that when participating in any exercise or exercise program, there is the possibility of injury or death. As such, YOU AGREE TO USE YOUR OWN JUDGMENT AT ALL TIMES DURING YOUR USE OF THE PROGRAM IN ORDER TO DETERMINE IF ANY RECOMMENDED EXERCISE OR ACTIVITY IS SUITABLE FOR YOU. If you feel any discomfort or pain during your use of the Program, you must immediately stop the exercise or activity causing such discomfort or pain and dial 911 using your telephone if you need emergency help. Factor will not be responsible for any health problems or injuries that you may experience as a result of receiving the Programs, including from training programs, products, or events you learn about through the Program. YOU HEREBY AGREE THAT YOUR USE OF THE PROGRAM, INCLUDING YOUR USE OF ANY EXERCISE PROGRAM RECOMMENDED BY FACTOR OR ANY WELLNESS PROFESSIONAL, IS AT YOUR OWN RISK AND THAT YOU ARE VOLUNTARILY PARTICIPATING IN THESE ACTIVITIES, EVEN IF ANY ASPECT OF THE WEBSITE OR DOCUMENTATION IS INACCURATE, INCOMPLETE, OR INAPPROPRIATE IN THE MANNER IT WAS PRESENTED.

34.6 Disclaimer of Program Warranty and Limitation of Liability. You hereby release and agree to hold Factor harmless from any and all causes of action and claims of any nature resulting from the Program and/or the Wellness Professionals’ Services, including (without limitation), any act, omission, opinion, response, advice, suggestion, information, and/or service of any Wellness Professional, and or any other content or information accessible through the Program. You understand and acknowledge that the Program is provided “as is” without any express or implied warranties of any kind, including but not limited to merchantability, non-infringement, security, fitness for a particular purpose or accuracy. The use of the Program is at your own risk. To the fullest extent of the law, we expressly disclaim all warranties of any kind, whether expressed or implied. You understand, agree, and acknowledge that Factor shall not be liable to you or to any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages. You understand and agree that our aggregate liability for damages arising with respect to this agreement and any and all use of the Program will not exceed the total amount of money paid by you or on your behalf through the Program. To the extent that applicable law does not allow for limitation of liability as set forth above, the limitation will be deemed modified solely to the extent necessary to comply with applicable law.

34.7 HIPAA Compliance. Factor takes the confidentiality of your personal health information (“PHI”) very seriously. Please review our HIPAA Privacy Policy Notice, which describes how your medical information may be used and disclosed and how you may access this information. This notice of privacy practices is mandated by the Health Insurance Portability and Accountability Act of 1996.