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Text Content

TERMS AND CONDITIONS



Effective Date, August 23, 2022


TERMS AND CONDITIONS OF GROCERY DELIVERY E-SERVICES USA INC.

Welcome to HelloFresh and our Terms and Conditions of Service (“Terms” or
“Agreement”). We’re excited to change the way you eat for the better and help
you feel more empowered in the kitchen. These Terms are important and affect
your legal rights, so please read them carefully. Note that Section 24 governs
how disputes are resolved and includes a mandatory agreement to resolve disputes
by binding, individual arbitration, subject to certain exceptions.

Grocery Delivery E-Services USA Inc. d/b/a HelloFresh (“HelloFresh”, “we,”
“our,” “us” or “company”) operates HelloFresh.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
products, our App, 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
personally or on behalf of the individual you have named as the user and to bind
either yourself or the named individual to these Terms. The term “you” refers to
the individual or legal entity as applicable, identified as the user you
registered on the Site. If you do not agree to be bound by these terms, you may
not access or use this Site, the App, or the Offerings (defined in Section 5
below). Agreement to these Terms also includes agreement to all of the terms
incorporated herein by reference including our 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 HELLOFRESH WHICH AFFECTS
YOUR LEGAL RIGHTS. YOU AND HELLOFRESH 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, BELOW.

IN ADDITION, YOUR HELLOFRESH SUBSCRIPTIONS WILL AUTOMATICALLY RENEW UNLESS YOU
TAKE STEPS TO PREVENT THEM FROM RENEWING AS EXPLAINED IN SECTIONS 5.2 AND 10.3,
BELOW.

IF YOU HAVE OR SUSPECT YOU MAY HAVE ANY FOOD ALLERGIES, PLEASE GIVE SPECIAL
ATTENTION TO SECTION 21.1 WHICH RELATES TO ALLERGENS.



These Terms govern all aspects of your interactions and relationship with
HelloFresh, 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, HelloFresh 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 (defined in Section 5 below) as applicable. Your continued use of the
Site, the App and/or Offerings constitutes your acceptance of such change(s),
and such changes shall apply prospectively only.


PLEASE REGULARLY CHECK THE SITE TO VIEW THE CURRENT TERMS.

1. INFORMATION ABOUT US

Grocery Delivery E-Services USA, Inc., d/b/a HelloFresh, is a general
corporation incorporated in the State of Delaware with general corporate offices
at: 28 Liberty Street, 10th floor New York, NY 10005


2. SERVICE AVAILABILITY AND YOUR ELIGIBILITY

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 entering into this Agreement; (2) Are at least 18 years old;
(3) Are a resident of a Serviced State; and (4) Are accessing the Site or App
from a Serviced State; (5) Have not been previously suspended or removed from
the Sites, or engaged in any activity that could result in suspension or removal
from the Sites; and have not created or do not have more than one HelloFresh
account unless expressly permitted by HelloFresh.


3. MODIFICATION

In our sole discretion, HelloFresh shall have the right to change, amend, add
to, remove, or supplement the Agreement (including the Privacy Policy), without
notice to you; provided, however, that changes to the procedures applicable to
the resolution of disputes shall only apply to disputes which arise after the
modified or additional provision is published on the Site or App.


4. REGISTRATION

4.1 Registering Your Account. In order to utilize specific features on the Site
and App, individuals will need to become a Registered User. For purposes of the
Agreement, 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 HelloFresh 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 HelloFresh and/or grant HelloFresh
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 HelloFresh to pay any fees or making HelloFresh subject to
any usage limitations imposed by such third-party service providers. By granting
HelloFresh access to any Third-Party Accounts, you understand that HelloFresh
may access, make available and store (if applicable) any information, data,
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 the Agreement, all SNS Content shall be considered to be User
Content (as defined in Section 19) for all purposes of the Agreement. Depending
on the Third-Party Accounts, you choose and subject to the privacy settings that
you have set in such Third-Party Accounts, personally identifiable information
that you post to your Third-Party Accounts may be available on and through your
Account on the Site and/or App. Please note that if a Third-Party Account or
associated service becomes unavailable or HelloFresh’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 HELLOFRESH 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. HelloFresh makes no effort to review any SNS
Content for any purpose, including but not limited to, for accuracy, legality or
non-infringement, and HelloFresh is not responsible for any SNS Content.

4.3 Registration Data . Should you create an account with HelloFresh, 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
hello@hellofresh.com or call (646) 846-3663 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 HelloFresh has reasonable grounds to suspect that any information
you provide is untrue, inaccurate, not current or incomplete, HelloFresh 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. HelloFresh 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
HelloFresh, 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 HelloFresh. 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 HelloFresh through the
Site, App, or in connection with your order, receipt or use of our Products, 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 here. 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 HelloFresh, 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 HelloFresh 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 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 HelloFresh for training and quality assurance
purposes.

Our supported carriers include but are not limited to: AT&T,
Sprint/Boost/Virgin, T-Mobile/MetroPCS, Verizon Wireless, C Spire Wireless,
Carolina West Wireless (CWW), CellCom USA, Google Voice, U.S. Cellular
ACS/Alaska, Advantage Cellular (DTC Wireless), Aio Wireless/Cricket, Appalachian
Wireless, Atlantic Tele-Network International (ATN), Bandwidth, Bluegrass
Cellular, Buffalo Wireless, CableVision, Cellular Network Partnership (PIONEER),
Cellular One of East Central Illinois, Chariton Valley Cellular, Chat Mobility
USA, ClearTalk(Flat Wireless), Copper Valley, Coral Wireless (Mobi PCS), Cross
Telephone Company (MBO Wireless), Duet IP (Maximum Communications New Core
Wireless), Element Mobile (Flat Wireless), Epic Touch (Elkhart Telephone), GCI
Communications Corp, Golden State Cellular, i Wireless (IOWA Wireless), Illinois
Valley Cellular (IV Cellular), Immix(Keystone Wireless), Inland Cellular
Telephone Company, Leaco, Mosaic (Consolidated or CTC Telecom), MTA
Communications, MTPCS (Cellular One Nation), Nex-Tech Wireless, Northwest
Missouri Cellular Limited, Panhandle Telecommunications Systems(PTCI), Peoples
Wireless, Pine Belt Wireless, Pine Cellular, Revol Wireless USA, RINA, Sagebrush
Cellular (Nemont), SI Wireless/Mobile Nation, SouthernLinc, SRT Wireless, Texas
RSA 3 Ltd(Plateau Wireless), Thumb Cellular, Union Telephone Company(Union
Wireless), United Wireless, Viaero Wireless, West Central Wireless (5 Star
Wireless). T-Mobile. Please note that our supported carrier is not liable for
delayed or undelivered messages.


5. HELLOFRESH SERVICES

5.1 HelloFresh’s Subscription Service. Our subscription service is an automatic,
recurring weekly subscription to HelloFresh 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
HelloFresh (your “Meal Box”), including the contents of your chosen Plan (a
specific number and type of “Meal Kits”). You can find specific details
regarding your Plan and the HelloFresh 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 PERIODIC CHARGES AS AGREED TO BY YOU. BY ENTERING INTO
THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOUR SUBSCRIPTION HAS AN INITIAL AND
RECURRING PAYMENT FEATURE AND YOU ACCEPT RESPONSIBILITY FOR ALL RECURRING
CHARGES PRIOR TO DEACTIVATION. HELLOFRESH MAY SUBMIT PERIODIC CHARGES (E.G.,
WEEKLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE ADVANCE NOTICE
(IN COMPLIANCE WITH THE DEACTIVATION 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 HELLOFRESH REASONABLY COULD ACT.
TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, LOG ON TO YOUR
HELLOFRESH ACCOUNT, EMAIL HELLO@HELLOFRESH.COM CALL (646) 846-3663 OR, WHERE
REQUIRED, LOG ONTO YOUR HELLOFRESH ACCOUNT. 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 DEACTIVATED 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. YOU CAN DEACTIVATE YOUR SUBSCRIPTION AT ANY TIME,
PROVIDED THAT YOU DO SO WITHIN THE APPLICABLE DEACTIVATION NOTICE PERIOD, AS
DEFINED IN SECTION 10.3. YOU WILL NOT BE CHARGED FOR ANY DEACTIVATION. YOU CAN
RE-SUBSCRIBE AT ANY TIME FOLLOWING YOUR DEACTIVATION, BUT WE RESERVE THE RIGHT
NOT TO PERMIT RE-SUBSCRIPTION WHERE WE HAVE PREVIOUSLY ELECTED TO TERMINATE A
SUBSCRIPTION BY YOU.

FURTHERMORE, YOUR SUBSCRIPTION WILL CONTINUE INDEFINITELY UNTIL TERMINATED IN
ACCORDANCE WITH THE AGREEMENT. FOLLOWING YOUR INITIAL SUBSCRIPTION PERIOD, AND
AGAIN AFTER ANY SUBSEQUENT SUBSCRIPTION PERIOD, YOUR SUBSCRIPTION WILL
AUTOMATICALLY COMMENCE ON THE FIRST DAY FOLLOWING THE END OF SUCH PERIOD AND
CONTINUE FOR SUCCESSIVE RENEWAL PERIODS OF THE SAME LENGTH, AT THE THEN-CURRENT,
NON-PROMOTIONAL SUBSCRIPTION RATE. YOU AGREE THAT YOUR ACCOUNT WILL BE SUBJECT
TO THIS AUTOMATIC RENEWAL FEATURE UNLESS YOU DEACTIVATE YOUR SUBSCRIPTION. TO
DEACTIVATE YOUR SUBSCRIPTION, EMAIL HELLO@HELLOFRESH.COM, CALL (646) 846-3663
OR, WHERE REQUIRED, LOG ONTO YOUR HELLOFRESH ACCOUNT. ADDITIONAL DETAILS FOR
DEACTIVATION PROCEDURES ARE IN SECTION 10.3 OF THIS AGREEMENT. IF YOU
DEACTIVATE, YOU MAY USE YOUR SUBSCRIPTION UNTIL THE END OF YOUR THEN-CURRENT
SUBSCRIPTION TERM; YOUR SUBSCRIPTION WILL NOT BE RENEWED AFTER YOUR THEN-CURRENT
TERM EXPIRES. YOU WILL NOT BE ELIGIBLE FOR A PRORATED REFUND OF ANY PORTION OF
THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD. BY
SUBSCRIBING TO THE SERVICE, YOU AUTHORIZE HELLOFRESH TO CHARGE YOUR PAYMENT
PROVIDER NOW, AND AGAIN AT THE BEGINNING OF ANY SUBSEQUENT SUBSCRIPTION PERIOD.
UPON RENEWAL OF YOUR SUBSCRIPTION, IF HELLOFRESH 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 HELLOFRESH 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
HELLOFRESH’S PRIVACY POLICY (“PRIVACY POLICY”), HELLOFRESH’S GIFT CARD TERMS
(“GIFT CARD TERMS”), THE RULES APPLICABLE TO THE VOUCHERS (“PROMOTION RULES”)
AND ALL OTHER APPLICABLE HELLOFRESH 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 meal
ingredients 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 Deactivation policies, 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.hellofresh.com,
email HELLO@HELLOFRESH.COM or call (646) 846-3663

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) HelloFresh to automatically charge alternative
payment methods associated with your account if a primary payment method is
declined or no longer available, (3) HelloFresh to share payment information and
instructions required to complete the payment transactions between HelloFresh,
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. HelloFresh 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. HelloFresh 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 INGREDIENTS IN MEAL KITS 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
quantity of any ingredients in a Meal Kit, to discontinue the use of any
ingredient or Product, or to substitute any ingredients or entire Meal Kits, all
without notice. While we make every effort to ensure that you are provided with
the very best ingredients for our Meal Kits, these switches may occasionally be
required. If such a substitution is required, we will make reasonable efforts to
notify you prior to shipment. If you have any issues with any substitution, or
either an ingredient or a Meal Kit, please contact us at HELLO@HELLOFRESH.COM or
call (646) 846-3663. Additionally, please note that, on occasion, HelloFresh
will include products from our partners in our Meal Boxes that may contain some
or all of the 8 major allergens (in addition to other ingredients). Please refer
to Section 21.1 to review our allergen policy. Additionally, if you have any
questions or concerns about any additional products or materials in your Meal
Box, please contact Customer Care at HELLO@HELLOFRESH.COM or call (646)
846-3663.


8. GIFT CARDS

You may purchase and/or otherwise receive Gift Cards through the Site and/or
App. You must create or have an existing and valid Account with HelloFresh in
order to redeem a Gift Card. All Accounts are subject to the Terms in all
respects and the HelloFresh Gift Card Terms and Conditions. HelloFresh 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. Any Gift Card balance will be applied toward your purchase of
Offerings until the Gift Card is depleted. Gift Cards are not redeemable for
cash or credit. Notwithstanding the foregoing, Gift Cards with balances of under
$10.00 are redeemable for cash in the States of California, Texas, Massachusetts
and Colorado. To make a request to redeem a gift card with a balance of under
$10.00 in any of California, Texas, Massachusetts or Colorado, please visit
email hello@hellofresh.com. HelloFresh 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. HelloFresh reserves
the right to refuse to honor a Gift Card where HelloFresh suspects that the Gift
Card was obtained fraudulently. If you suspect someone has copied or stolen your
Gift Card, email hello@hellofresh.com immediately.


9. VOUCHERS

HelloFresh may offer discount promotions, free/discounted trials, or other types
of vouchers (“Vouchers”). In order to utilize 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,
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 subscription 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 HelloFresh, unless the Voucher states
otherwise. HelloFresh 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 of the foregoing sentence, HelloFresh
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 this Agreement. 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 this
Agreement and any special conditions attached to the Voucher. Pursuant to this
Agreement, at the expiration of the Voucher, you agree and acknowledge that you
will be billed the standard rate for your Meal Kit on a recurring, weekly basis,
unless you cancel your Plan prior to the end of the Voucher period with proper,
advance notice to HelloFresh in accordance with this Agreement. As a part of the
verification process, HelloFresh may require you to provide additional
identification information. In addition, as a part of the verification process,
you authorize HelloFresh to charge to your credit card a $1.00 authorization
charge (or such other amount identified to customer at time of verification by
HelloFresh), which amount will be refunded following successful authorization.


10. DELIVERY

10.1 HelloFresh Delivery Week. HelloFresh’s “Delivery Week” begins on Saturday
and runs through the following Friday. The start of our Delivery Week means that
new Meal Kits are available to be delivered in your Meal Box.

10.2 Rolling Basis of Meal Selection. You have the option of selecting the day
you would like to receive your Meal Box, and, if your specific subscription
allows for Meal Kit selection, you also have the option of selecting the
specific Meal Kits you would like to receive, on a weekly basis. The day you
select to receive your first Meal Box will be the default. In subsequent weeks,
if you do not make a change, your Meal Box will arrive on the day you initially
selected every week (unless you pause your order, pursuant to these Terms, or
there are extenuating circumstances, detailed in these Terms). If you choose to
have your delivery on another day for a specific week, that day will become the
default, and subsequent weeks will have your Meal Box arriving on the newly
selected day.

Meal Kit selection and delivery day selection is on a rolling basis, and all
selections “lock” five days prior to the delivery day. For example, if your
subscription allows for Meal Kit selection and you receive your Meal Box on
Fridays, you will have to make your selection of Meal Kits you want included in
your Meal Box on Sunday by 11:59 PM PST. Your credit card or other payment
source will then be charged the following day. Similarly, if you want to change
the delivery day, you will have to make your selection five days prior to your
new delivery day. For example, if you normally receive your Meal Box on
Thursdays, but want to receive your Meal Box on a Monday, you will have to make
the change five days prior to Monday, which would be the Wednesday of the
previous week.
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 hello@hellofresh.com or call (646) 846-3663.

10.3 Deactivation Procedures. Please note that the ability to change an order
locks five days prior to your scheduled delivery date. Therefore, if you wish to
deactivate your Account and/or cancel or change an order, you must do so before
the day and time listed above for your respective delivery date. For example, if
you have a scheduled delivery date on Tuesday, you have until Thursday at 11:59
PM PST to cancel your subscription. If you do so after the time listed for your
delivery day, you will be charged and receive your Meal Box for that week, and
the cancellation will take effect for the following Delivery Week. To deactivate
your Account, please call HelloFresh Customer Care at (646) 846-3663 or email
hello@hellofresh.com stating that you wish to terminate your account, along with
your full name and registered email address. Where required, you may also
deactivate your Account by accessing your Account on the HelloFresh website.

10.4 Pausing your Order. During any production 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) and then click on the “Pause 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. 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. In the case of weather which inhibits the ability to
make safe deliveries, or other events beyond our control that interfere with our
ability to deliver your order, we will attempt to deliver your Order as soon as
reasonably possible. In some cases, delivery may occur on a date other than your
scheduled delivery day. If the delivery of your Meal Box is not feasible, we
will cancel your delivery for the period so affected and issue you a credit, as
determined in our sole discretion or refund of a part or the whole of the
purchase price for that Meal Box.


11. FORCE MAJEURE

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


12. RECEIPT OF THE MATERIALS AND FOOD PREPARATION

HelloFresh 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 ingredients’ integrity. The risk of loss and/or damage passes to
you at the time of delivery. We highly recommend that you review the USDA’s
instructions on safe food handling, which can be found here. 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 Kits,
safe washing (we recommend that all fresh produce is washed prior to inclusion
in any meal), and the cooking of all the ingredients of the respective Meal
Kits. 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 (found here), you should utilize said
thermometer to ensure that they are at (or below) 41 degrees Fahrenheit.
HelloFresh recommends that all cooking instructions found in the recipe booklet
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). HelloFresh recommends utilizing a food
thermometer to verify internal temperatures. For more information, please see
the USDA’s website, found here).


13. RECIPE CARDS

Additionally, please note that each Meal Kit will have a corresponding recipe
card contained in the Meal Box. If your Meal Box does not contain one or more of
the corresponding recipe cards, you can refer to the Site and App for the week’s
recipes. If you have any questions or concerns related to the recipe cards,
please contact hello@hellofresh.com or Customer Care at (646) 846-3663.


14. RETURN AND REFUND POLICY

In the event that you are unhappy with any part of your Meal Box, or a specific
Meal Kit, you can reach out to us at hello@hellofresh.com or call Customer Care
at (646) 846-3663. Please do so within five (5) days of the date you received
the unsatisfactory item. If related to ingredients or condition of a Meal Kit,
we, at our sole discretion, may give you credit for the individual ingredient or
Meal Kit, and in some situations, issue a partial or full refund for the
ingredient or the Meal Kit. We reserve the right, however, to require either the
return of the unsatisfactory ingredient or Meal Kit, 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 this Agreement.
HelloFresh, its suppliers, and its service providers reserve all rights not
granted in this Agreement.


15. PROPRIETARY RIGHTS

HelloFresh is the owner and operator of the Site and the App. Additionally,
HelloFresh is the owner of, or duly licensed to utilize, all content, features,
and functionality (including, but not limited to, all information, text,
graphics, software, video, and audio, and the design, selection, and arrangement
thereof) published on the Site, the App, or any Offerings (collectively the
“Materials”) . The Materials and Offerings are protected by copyright,
trademark, trade secret, and other intellectual property or proprietary rights
laws throughout the world.

Subject to this Agreement, HelloFresh grants Users a limited license to use the
Materials in order to utilize HelloFresh’s Offerings for personal,
non-commercial use. Any other use of HelloFresh’s materials, including
modification, distribution, or reproduction for purposes other than the personal
usage of HelloFresh’s Offerings, without written approval from HelloFresh (which
can be provided through email) is prohibited. Any future release, update or
other addition to the Offerings shall be subject to this Agreement. HelloFresh,
its suppliers, and its service providers reserve all rights not granted in this
Agreement.

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

15.3 Procedure for Making Claims of Copyright Infringement. HelloFresh 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) 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; (3) a
description of the location on the Services of the material that you claim is
infringing; (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, 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 hello@hellofresh.com.


16. COMMUNITY STANDARDS AND CONDUCT GUIDELINES

You may use HelloFresh Offerings only for lawful purposes and in accordance with
these Terms and Conditions. By visiting our Site, App, or by using our Products,
you hereby agree not to use the Offerings:
- In any way that violates any applicable federal, state, local, or
international law or regulation (including, without limitation, any laws
regarding the export of data or software to and from the US or other countries).
- For the purpose of exploiting, harming, or attempting to exploit or harm
minors in any way by exposing them to inappropriate content, asking for
personally identifiable information, or otherwise.
- To 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 HelloFresh, an employee, another
user, or any other person or entity (including, without limitation, by using
email addresses associated with any of the foregoing).
- To impersonate or attempt to impersonate HelloFresh, an employee, another
user, or any other person or entity (including, without limitation, by using
email addresses associated with any of the foregoing).
- To engage in any other conduct that restricts or inhibits anyone’s use or
enjoyment of the Site or App, or which, as determined by us, may harm HelloFresh
or users of the Site or expose them to liability.

Additionally, you agree not to:
- Use the Site in any manner that could disable, overburden, damage, or impair
the Site or interfere with any other party’s use of the Site.
- Use any robot, spider, or other automatic device, process, or means to access
the Site for any purpose, including monitoring or copying any of the material on
the Site.
- Use any manual process to monitor or copy any of the material on the Site or
for any other unauthorized purpose without our prior written consent.
- Use any device, software, or routine that interferes with the proper working
of the Site.
- Attempt to gain unauthorized access to, interfere with, damage, or disrupt any
parts of the Site, the server on which the Site is stored, or any server,
computer, or database connected to the Site.
- Attack the Site via a denial-of-service attack or a distributed denial-of-
service attack.
- Otherwise attempt to interfere with the proper working of the Site.


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
HelloFresh, 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 HelloFresh 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 this Agreement 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 HelloFresh; (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 HelloFresh without
HelloFresh’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 HelloFresh’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 HelloFresh 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 this
Agreement or any subsequent agreements; or (12) use the Site or the App for any
illegal purpose.


19. USER CONTENT

19.1 Pursuant to the specifications located in this Agreement, the Site, App, or
any social media platforms on which HelloFresh 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 this Agreement (including, but not limited to, the
Prohibited Uses 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 HelloFresh, 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 and rights of publicity
contained therein, and that all User Content does not infringe on any patent
trademark, trade secret, copyright, right of publicity or 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 HelloFresh 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 HelloFresh in our sole discretion, and (3) all of your User Content does and
will comply with this Agreement.

19.2 Except where prohibited by applicable law, HelloFresh may pull content from
our Users who share photos, reviews, videos on social media using our brand
name, brand hashtags, including without limitation, #hellofresh,
#hellofreshpics, #freshfam (collectively, the “HelloFresh Hashtags”), or tagging
HelloFresh using the @HelloFresh account. You acknowledge and agree that by
using our brand name, tagging HelloFresh, or using a HelloFresh Hashtag, that it
may be used by HelloFresh in our marketing materials, including but not limited
to, our emails, our advertisements, and on our Site, and you hereby grant us
permission to use and 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 HelloFresh 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 include your name, username, likeness, voice, or photograph, 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 HelloFresh, or using a HelloFresh Hashtag or by
uploading any User Content you hereby grant HelloFresh 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, 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, in connection with the
operation of the Site or the promotion, advertising or marketing of the
Services, 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.

19.4 Except where prohibited by applicable law, You acknowledge and agree that
by using our brand name, tagging HelloFresh, or using a HelloFresh Hashtag or by
uploading any User Content through the Site Site, you are waiving and agreeing
not to assert any copyrights or “moral” rights or claim resulting from our
alteration of the User Content. You are also agreeing to appoint HelloFresh 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 this Agreement; (c) respond to claims that any
User Content violates the rights of third parties; or (d) protect the rights,
property, or personal safety of HelloFresh or our users.


20. INDEMNIFICATION

You agree to defend, indemnify and hold harmless HelloFresh, our affiliates,
service providers, and licensors and their respective directors, officers,
agents, contractors, partners, licensors, representatives, suppliers and
employees, from and against any loss, liability, threatened or actual claim,
demand, damages, costs and expenses, (including reasonable legal fees) arising
out of or in connection with your use of the Site, the App, the Products or any
Offerings, or any information obtained therefor other than as expressly
authorized in this Agreement. 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 HelloFresh of any third-party
claims, cooperate with HelloFresh 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 HelloFresh. You agree that the provisions in this Section will
survive any termination of your Account, the Agreement 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, WASHING, AND COOKING), 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 NINE MAJOR ALLERGENS, AS
DETERMINED BY THE US FOOD AND DRUG ADMINISTRATION, WHICH ARE WHEAT, EGG, SOY,
MILK, TREE NUTS, PEANUTS, FISH, SHELLFISH, AND SESAME ARE STORED, PORTIONED, AND
PACKAGED IN HELLOFRESH’S AND OUR SUPPLIER’S FACILITIES. YOU UNDERSTAND,
ACKNOWLEDGE AND AGREE THAT WE STORE, PORTION AND PACKAGE THESE PRODUCTS, AND
WHILE HELLOFRESH TAKES PRECAUTIONS TO LIMIT ANY CROSS-CONTAMINATION,
CROSS-CONTAMINATION MAY OCCUR BETWEEN FOOD PRODUCTS, AND THUS, THE RESPECTIVE
MEAL KITS, 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. HELLOFRESH 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 HELLOFRESH 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 KITS 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 THIS AGREEMENT, 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. 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, HELLOFRESH, 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 HELLOFRESH 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 THIS AGREEMENT(INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES
CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM
HELLOFRESH, OR FROM EVENTS BEYOND HELLOFRESH’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 HELLOFRESH BE LIABLE TO YOU FOR MORE
THAN THE TOTAL AMOUNT PAID TO HELLOFRESH 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. If a concern, complaint, or claim of any kind arises between you and
HelloFresh, you and HelloFresh agree to work diligently and in good faith to
reach a resolution that is fair and equitable to both sides using the informal
settlement 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 HelloFresh. YOU AND HELLOFRESH AGREE THAT ALL DISPUTES BETWEEN
YOU AND HELLOFRESH THAT ARE NOT RESOLVED INFORMALLY SHALL BE RESOLVED ON AN
INDIVIDUAL BASIS THROUGH BINDING ARBITRATION OR IN SMALL CLAIMS COURT ONLY. YOU
AND HELLOFRESH 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 HelloFresh agree that this 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 HelloFresh
(each a “Dispute,” and, collectively, the “Disputes”). Disputes covered by this
agreement include, but are not limited to, those arising out of or related in
any way to these Terms, including HelloFresh’s privacy policy; the operation and
content of the Site and App; your use of the Site and App; communications and
interactions between you and HelloFresh; promotions by HelloFresh; and all
purchases of, requests for, and uses by you of all products and services offered
by HelloFresh (including all Offerings and Supplemental Offerings). You and
HelloFresh 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.

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

24.3 Governing Law. You and HelloFresh agree that all arbitrations between you
and HelloFresh under this 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. In all other respects, the laws of the State of New York shall control
to the fullest extent permitted, without giving effect to any principles that
provide for the application of the laws of another jurisdiction, but only to the
extent that the laws of New York are consistent with the FAA. With regard to
dispute resolution between you and HelloFresh (including arbitration), if there
is a conflict between this provision and any other provision of the Terms
regarding governing law, this provision shall control.

24.4 The Informal Settlement Process. Before you or HelloFresh can file a claim
in arbitration or small claims court, you and HelloFresh are each required first
to participate in an informal settlement process for a period of sixty (60) days
for the purpose of resolving all Disputes. To initiate the informal settlement
process, the claiming party must send to the other party a short, written
statement (a “Claim Statement”) providing the claimant’s name and address;
explaining the Dispute in sufficient detail for the other party to understand
and investigate it; and presenting a proposal for resolving it (including any
amount of money being claimed and how that amount was calculated). You agree to
send Claim Statements by email to arbitrationoptout@hellofresh.com or by
certified mail, return receipt requested to HelloFresh, Attn: Legal Department,
28 Liberty Street, 10th Floor, New York, NY 10005. If applicable, HelloFresh
agrees to send Claim Statements by email to an email address you have previously
provided to HelloFresh or by certified mail, return receipt requested to an
address you have previously provided to HelloFresh. You and HelloFresh will
then, upon receipt of any Claim Statement, attempt in good faith to resolve each
Dispute described in the Claim Statement on an individual basis. If any such
Dispute is not resolved within sixty (60) days following the receipt of a Claim
Statement, you and HelloFresh thereafter have the right to resolve any such
Dispute either in small claims court or by individual arbitration, subject to
the requirements described below. Any statutes of limitations applicable to such
Disputes shall be suspended for the sixty (60) day period during which you and
HelloFresh attempt to resolve such Disputes informally. You and HelloFresh may
agree to extend the period for informally resolving such Disputes beyond sixty
(60) days, and, if so, any applicable statutes of limitation will be suspended
for that additional period as well.

24.5 Disputes Not Settled Informally May Only Be Resolved in Small Claims Court
or By Individual Arbitration. At the conclusion of the sixty (60) day informal
settlement period, Disputes presented in a Claim Statement, 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 HelloFresh
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
agreement, below.

24.6 ARBITRATION RULES AND REQUIREMENTS: While there is no judge or jury in an
arbitration, 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, and must
interpret and apply this 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 HelloFresh
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 HelloFresh 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
agreement, the scope of the arbitration agreement, the applicability of this
agreement to you and HelloFresh, and the arbitrability of any Dispute arising
between you and HelloFresh. 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 agreement.

24.7 General Arbitration Rules. The arbitration process and dispute resolution
process will differ depending on whether your claim is pursued individually or
as part of a Mass Arbitration (which is defined below). In the case of a Mass
Arbitration, if there is a conflict between these General Arbitration Rules and
the rules described below pertaining to Mass Arbitration, the Mass Arbitration
Rules will control. Otherwise, these rules (the “General Arbitration Rules”)
shall, alone, control. All arbitrations shall be before a single arbitrator.
Arbitrations involving consumer Disputes shall be governed by this agreement and
the then-current AAA Consumer Arbitration Rules and the AAA Consumer Due Process
Protocol, which you can find here: https://www.adr.org/consumer. All other
arbitrations shall be governed by this agreement and the then-current AAA
Commercial Arbitration Rules and the AAA Optional Appellate Rules, which you can
find here: https://www.adr.org/commercial. To the extent there is a conflict
between this agreement and any applicable AAA rules and protocols, this
agreement shall control except to the limited extent necessary to preserve the
mutual obligation to arbitrate Disputes on an individual basis. Disputes that
involve an individual claim for less than $25,000 (US) in actual or statutory
damages (but not including any amounts claimed for attorneys’ fees and
incidental, consequential, punitive, or exemplary damages, and excluding any
damage multipliers), must be resolved exclusively through binding
non-appearance-based arbitration based solely on the written submissions of the
parties, including affidavits. All other arbitrations will be conducted, at your
election, either by telephone, online, or based solely on written submissions,
including affidavits, and will not involve any personal appearances by parties
or witnesses unless you and HelloFresh agree otherwise. Any personal appearances
agreed to by you and HelloFresh must be at a location convenient to you.
Judgment on an arbitrator’s award may be entered in any court that has
jurisdiction to do so. For individual arbitrations (including bellwether
arbitrations only under the Mass Arbitration Rules, below), the AAA shall be the
arbitration administrator. To begin an arbitration proceeding, the party
initiating the arbitration must send a letter requesting arbitration and
describing the Dispute(s) to the American Arbitration Association Case Filing
Services, 1101 Laurel Oak Road, Suite 100, Voorhees, NJ 08043, or by filing such
a request online through the AAA’s website: https://www.adr.org/Support. For
requests for arbitration initiated against HelloFresh, a copy of the arbitration
request shall also be sent to HelloFresh by email to
arbitrationoptout@hellofresh.com or by certified mail, return receipt requested
to HelloFresh, Attn: Legal Department, 28 Liberty Street, 10th Floor, New York,
NY 10005. If the AAA is, for any reason, unavailable, unable, or unwilling to
administer any arbitration which it is required to administer under these rules,
you and HelloFresh shall negotiate in good faith on the substitution of another
organization or individual to handle the arbitration in a manner that is
consistent with the requirements of our agreement. If such an alternative cannot
be agreed upon, you or HelloFresh may petition a court of competent jurisdiction
to appoint an organization or individual to conduct the arbitration in a manner
consistent with the requirements of this agreement.

24.8 Mass Arbitration Rules. If and only if twenty-five (25) or more consumers
(each a “Mass Arbitration claimant”) or their lawyers file, threaten to file, or
indicate an intention to file demands for arbitration against HelloFresh raising
substantially identical Disputes, and counsel for the claimants are the same or
coordinated across such Disputes (a “Mass Arbitration”), these special rules
shall apply (the “Mass Arbitration Rules”). In the case of a Mass Arbitration,
to the extent there is a conflict between these Mass Arbitration Rules and any
other provisions of the Terms, these Mass Arbitration Rules will control. These
Mass Arbitration Rules shall not apply to you unless you qualify as a Mass
Arbitration claimant. Each Mass Arbitration claimant must complete the informal
settlement process before that Mass Arbitration claimant can proceed to
arbitration. Counsel for claimants and HelloFresh shall agree to the submission
of a single Claim Statement for all Mass Arbitration claimants, but only if that
Claim Statement identifies all Mass Arbitration claimants by name and mailing
address. Once the sixty (60) day informal settlement process has ended for all
Mass Arbitration claimants, the Mass Arbitration claimants must then follow the
“bellwether procedure” described below in which a group of ten (10) selected
claimants proceed to arbitration (each a “bellwether arbitration”), followed by
a mandatory mediation process through which the Disputes of Mass Arbitration
claimants may be settled. Any statutes of limitations applicable to Disputes in
a Mass Arbitration shall be stayed until the informal settlement process has
been completed for all Mass Arbitration claimants. Counsel for the Mass
Arbitration claimants and HelloFresh’s counsel shall each select five (5)
claimants for bellwether arbitrations (ten (10) in total) to be each promptly
decided individually as a bellwether arbitration conducted pursuant to the
General Arbitration Rules, with each case assigned to a separate arbitrator.
HelloFresh reserves the right, at its sole discretion, to permit counsel for
claimants to select all ten (10) bellwether cases. Each bellwether arbitration
shall be completed within one-hundred-twenty (120) days from the date by which
all ten (10) Mass Arbitration claimants have been selected for bellwether
arbitrations unless the parties agree to a different deadline. In the meantime,
no other demands for arbitration may be filed, processed, or in any way deemed
filed by the arbitration administrator or arbitrator, but instead shall be
stayed until the ten bellwether arbitrations and the subsequent mediation
process required by the Mass Arbitration Rules (and described below) has ended.
No fees or arbitrator compensation shall be assessed regarding such stayed cases
while the bellwether arbitrations are arbitrated and until the mediation
required by the Mass Arbitration Rules is concluded. For such stayed Disputes,
all applicable statutes of limitation shall be stayed until the mediation
process required by these Mass Arbitration Rules has ended. Upon the resolution
of the ten (10) bellwether cases, counsel for HelloFresh and counsel for the
Mass Arbitration claimants shall participate promptly and in good faith in
non-binding confidential mediation for a period of sixty (60) days in a good
faith effort to resolve all the Disputes of the Mass Arbitration claimants. This
mediation shall be conducted by the AAA under the then-current Mediation
Procedures of the AAA.
https://www.adr.org/sites/default/files/Mediation%20Procedures%20of%20the%20American%20Arbitration%20Association%20Oct%2001%2C%202009.pdf.
If, prior to or during the mediation required by these Mass Arbitration Rules,
HelloFresh presents a written settlement offer seeking to resolve the claims of
some or all Mass Arbitration claimants, counsel for those claimants shall, to
the extent allowed by law, present that written settlement offer to each Mass
Arbitration claimant to which it is directed. If the bellwether arbitrations and
the subsequent mediation are unsuccessful in resolving the Disputes of all Mass
Arbitration claimants, then, after the conclusion of the bellwether arbitrations
and mediation, those Mass Arbitration claimants whose Disputes have not been
resolved may each pursue those Disputes on an individual basis with FairClaims,
Inc. (“FairClaims”) only (and not with AAA or any other arbitration or
organization or arbitrator), https://www.fairclaims.com, to be arbitrated not
under the General Arbitration Rules above (which shall be inapplicable), but
under FairClaims’s then-current Small Claims Rules & Procedures,
https://s3.amazonaws.com/arbi-website/fairclaims-rules/FairClaims-Small-Claims-Rules.pdf.
You and HelloFresh agree to split FairClaims’ fees equally, while reserving the
right to ask the arbitrator to allocate the fees differently, which the
arbitrator may do to the extent permitted by applicable law or if fairness so
requires. Any arbitrations initiated by Mass Arbitration claimants and pending
at the conclusion of mediation with arbitration organizations or arbitrators
other than FairClaims shall promptly be dismissed without prejudice. To the
extent that any cause of action or claim for relief cannot for any reason be
addressed by FairClaims under its Small Claims Rules & Procedures, you and
HelloFresh agree that any court proceedings involving Mass Arbitration claimants
and HelloFresh concerning their Disputes shall be stayed pending the final
resolution in arbitration with FairClaims of all arbitrable causes of action and
claims for relief. If the AAA is, for any reason unavailable, unwilling, or
unable to handle the bellwether arbitrations and mediation called for by these
Mass Arbitration Rules, HelloFresh and counsel for claimants shall negotiate in
good faith for the substitution of another organization or individual to carry
out these functions in a manner that is cost effective to both parties and
proceeds in accordance with the requirements of these Mass Arbitration Rules. If
such an agreement cannot be reached for any reason, HelloFresh or counsel for
claimants may petition a court of competent jurisdiction to appoint an
organization or individual to conduct the bellwether arbitrations and mediation
consistent with the requirements of these Mass Arbitration Rules. In the event
that the Mass Arbitration Rules are determined to be unenforceable for any
reason in a decision of any arbitrator or court as to which further review is
foreclosed and all motions, appeals, and petitions for review have been resolved
fully (a “Final Determination”), then you and HelloFresh agree that all
unresolved Disputes between Mass Arbitration claimants and HelloFresh must be
filed in and resolved by a court of competent jurisdiction only (including on a
class action basis if the Dispute so qualifies), and shall not be filed in,
pursued further, or resolved through arbitration or otherwise be subject to any
contractual obligation to arbitrate. To the extent that any arbitrations filed
by or on behalf of Mass Arbitration claimants remain pending upon the event of a
Final Determination, they shall immediately be dismissed without prejudice. A
finding that these Mass Arbitration Rules are unenforceable for any reason,
including any Final Determination, shall have no effect on the validity or
enforceability of any other provisions of these Terms, including, but not
limited to, the General Arbitration Rules and all provisions of this agreement
applicable to Disputes which do not involve Mass Arbitration claimants.

24.9 No Class Actions. Except as expressly provided for in the Mass Arbitration
Rules in the event of a Final Determination, you and HelloFresh agree that all
Disputes must be resolved on an individual basis only. This means that in such
circumstances: (a) neither you nor HelloFresh 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 agreement,
including this section, is intended to limit the relief available to either you
as an individual or HelloFresh 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 HelloFresh’s
rights to resolve a Dispute by mutual agreement through a class-wide settlement
of claims whether through mediation or otherwise.

24.10 Fees and Costs. You and HelloFresh 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.

24.11 Rules of Construction. The requirements of the Terms related to dispute
resolution 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 the Terms related to
dispute resolution shall be held to be unenforceable, the remaining provisions
of the Terms 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. To the extent that any provision of the Terms is
found to be inconsistent with rights, duties, and requirements of the
arbitration agreement, or where the application of such a provision would change
or render unenforceable any provision of the arbitration agreement, such
provision shall be null, void, and of no effect for purposes of dispute
resolution and the dispute resolution provisions shall control.

24.13 Survival. All provisions of the Terms relating to dispute resolution shall
survive the termination, cancellation, or expiration of the Terms or of your
customer relationship with HelloFresh.

24.14 30-Day 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: arbitrationoptout@hellofresh.com, within 30 days after first becoming
subject to this Arbitration Agreement. Your notice must include your name and
address, your HelloFresh username (if any), the email address you used to set up
your HelloFresh 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. Opting out of this Arbitration Agreement has no effect on any other
arbitration agreements that you may currently have, or may enter in the future,
with us.


25. GOVERNING LAW AND VENUE

THIS AGREEMENT 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 THIS AGREEMENT.


26. TERM, TERMINATION AND SURVIVAL

26.1 Term. The Agreement commences 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 the Agreement.

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

26.3 Termination. Notwithstanding anything contained in this Agreement, 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 this Agreement. You can cancel your Service in accordance to
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 Agreement, or if HelloFresh is required to do so
by law (e.g., where the provision of the Site, the App or the Services is, or
becomes, unlawful), Company 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 HelloFresh’s sole discretion and that
HelloFresh 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 barring of further use of the Service. Termination of
all Service also includes 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. HelloFresh will not have any liability whatsoever to you for any
suspension or termination. All provisions of the Agreement which by their nature
should survive, shall survive termination of the Offering or Service, 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 HelloFresh due to your violation of any
portion of the Agreement, 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. In
the event that you violate the immediately preceding sentence, HelloFresh
reserves the right, in its sole discretion, to immediately take any or all of
the actions set forth herein without any notice or warning to you.


27. SEVERABILITY AND WAIVER

If any of this Agreement are determined by any competent jurisdiction to be
invalid, unlawful or unenforceable to any extent, such term, condition or
provision will to that extent be severed from the remaining terms, conditions,
and provisions which will continue to be valid to the fullest extent permitted
by law. No waiver by HelloFresh of any provision in this Agreement 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 this Agreement
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 the
Agreement is between you and Company and not with the App Store. HelloFresh, 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). In order 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 the Agreement and will have the
right to enforce it.

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) this Agreement is concluded between you
and HelloFresh only, and not Apple, and (ii) HelloFresh, 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
HelloFresh 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 HelloFresh.

(d) You and HelloFresh acknowledge that, as between HelloFresh 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 HelloFresh 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 HelloFresh and Apple, HelloFresh, 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 this
Agreement.

(f) You and HelloFresh acknowledge and agree that Apple, and Apple’s
subsidiaries, are third-party beneficiaries of this Agreement as related to your
license of the App Store Sourced Application, and that, upon your acceptance of
the terms and conditions of this Agreement, Apple will have the right (and will
be deemed to have accepted the right) to enforce this Agreement as related to
your license of the App Store Sourced Application against you as a third-party
beneficiary thereof.

(g)Without limiting any other terms of this Agreement, you must comply with all
applicable third-party terms of agreement when using the App Store Sourced
Application.


29. MISCELLANEOUS

This Agreement and any document expressly referred to herein constitute the
whole agreement between you and HelloFresh, and supersede all previous
discussions, correspondence, negotiations, arrangements, understandings, or
agreements between us relating to the subject matter of any contract. This
Agreement, and any rights and licenses granted hereunder, may not be transferred
or assigned by you without the prior written consent of HelloFresh. Except as
otherwise provided herein, this Agreement is 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 HelloFresh emails, or whether HelloFresh posts notices on
Services or communicates with you via email. For contractual purposes, you (1)
consent to receive communications from HelloFresh in an electronic form; and (2)
agree that all terms and conditions, agreements, notices, disclosures, and other
communications related to these Agreement that HelloFresh 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 HelloFresh requires that you provide an email address, you are responsible
for providing HelloFresh with your most current email address. If the last
e-mail address you provided to HelloFresh is not valid, or for any reason is not
capable of delivering to you any notices required/ permitted by this Agreement,
HelloFresh ’s dispatch of the e-mail containing such notice will nonetheless
constitute effective notice. You may give notice to HelloFresh at the following
address: HelloFresh Legal, 28 Liberty Street, 10th floor New York, NY 10005.
Such notice shall be deemed given when received by HelloFresh by letter
delivered by nationally recognized overnight delivery service or first-class
postage prepaid mail at the above address.


34. SWEEPSTAKES

NO PURCHASE OR PAYMENT OF ANY KIND NECESSARY TO ENTER OR WIN A SWEEPSTAKES. A
PURCHASE OF A HELLOFRESH SUBSCRIPTION WILL AUTOMATICALLY ENTER YOU INTO OUR
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