Terms

Last modified: October 2, 2020

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

BY USING THE COPOW.COM WEBSITE, SIGNING UP FOR A COPOW MEAL SUBSCRIPTION AND/OR CONTINUING YOUR MEAL SUBSCRIPTION WITH COPOW, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.

YOU MAY NOT USE THIS WEBSITE OR ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT AT LEAST 18 YEARS OF AGE OR THE LEGAL AGE OF MAJORITY (IF GREATER THAN 18) IN YOUR JURISDICTION, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS SITE'S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

These terms and conditions (these "Terms" or this "Agreement") apply to the purchase and sale of products through the copow.com website (the "Site") and to your general use of the Site and Copow’s social media pages/accounts on third-party social media platforms, such as Facebook®, Instagram®, Pinterest®, LinkedIn®, Twitter®, Snapchat®, and YouTube® (collectively, "Social Media Pages"). You should also carefully review our Privacy Policy.

These Terms are subject to change by EAT, LLC d/b/a Copow (referred to as "Copow," "us," "we," or "our" as the context may require) without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on this Site, and you should review these Terms before purchasing any product or services through this Site and frequently during your subscription period.

Your continued use of this Site, and your continued subscription to purchase Copow products, after a posted change in these Terms will constitute your acceptance of and agreement to such changes. If you do not agree with the modified terms and conditions, you should stop using the Site and cancel your subscription.

1. Membership and Meal Selections

Copow offers weekly meal subscriptions. When you first sign up for a Copow subscription (“Membership”), you will choose a Membership level and will be charged for the first week of the Membership. You are responsible for selecting your food preferences and opting out of foods you do not wish to receive. You may change your food preferences at any time in your account; however, it may take up to 7 days for the change to take effect in our system.

Each week, you will be notified by email of the meals you will receive in that week’s order and the weekly shipping date. At any time up to the Order Cut-Off Time (as defined in this paragraph), you may change your meals by choosing different options from the week’s menu or by emailing us at support@copow.com. The "Order Cut-Off Time" is 11:59 pm GMT, 5 days before the weekly shipping date.

2. Billing and Payments

All Memberships are continuous subscription plans. You will be charged the applicable price listed for the Membership level that you selected on a weekly basis the day after your cutoff time. Applicable sales tax may be charged on your order based on local and state laws.

WHEN YOU REGISTER FOR THE COPOW SUBSCRIPTION SERVICE (AND EACH TIME YOU CHANGE YOUR MEMBERSHIP) YOU EXPRESSLY AUTHORIZE AND AGREE THAT COPOW AND/OR OUR THIRD-PARTY PAYMENT PROCESSOR IS AUTHORIZED TO AUTOMATICALLY CHARGE THE PAYMENT METHOD YOU PROVIDE ON A WEEKLY, RECURRING BASIS IN AN AMOUNT EQUAL TO THE THEN-EFFECTIVE RATE FOR YOUR MEMBERSHIP, TOGETHER WITH ANY APPLICABLE TAXES AND SHIPPING (the “MEMBERSHIP RATE”), FOR AS LONG AS YOU CONTINUE TO USE THE COPOW SUBSCRIPTION SERVICE, EXCEPT ON WEEKS YOU CHOOSE TO SKIP PRIOR TO THE SPECIFIED DEADLINE OR UNLESS YOU CANCEL YOUR MEMBERSHIP IN ACCORDANCE WITH THIS AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT COPOW WILL NOT OBTAIN ANY ADDITIONAL AUTHORIZATION FROM YOU FOR SUCH AUTOMATIC, RECURRING PAYMENTS. IN ADDITION, YOU AUTHORIZE US (AND/OR OUR THIRD-PARTY PAYMENT PROCESSOR) TO CHARGE YOUR PAYMENT METHOD FOR ANY ADDITIONAL COPOW OFFERINGS PURCHASED BY YOU FROM TIME TO TIME OUTSIDE OF OR IN EXCESS OF YOUR PLAN, PLUS ANY APPLICABLE TAXES AND SHIPPING. EVERY TIME THAT YOU USE THE COPOW SUBSCRIPTION SERVICE, YOU RE-AFFIRM THAT COPOW IS AUTHORIZED TO CHARGE YOUR PAYMENT METHOD AS PROVIDED IN THE AGREEMENT, AND TO HAVE ALL APPLICABLE FEES AND CHARGES APPLIED TO SAME.

If you wish to cancel or modify your subscription, you can do so at any time as described in the "Cancel or Modify a Subscription" section below; however, except as otherwise noted below, any amounts charged to or paid by you prior to such cancellation or modification will not be refunded. We may change the price of a Membership, introduce new Membership plans, or remove Membership plans from time to time, and will communicate any price or Membership changes to you in advance in accordance with the “Notice” section of this Agreement. Price and Membership changes will take effect as of the next billing period following the date on which we provided notice to you of the price or Membership change. By continuing to use Copow’s service after the effective date of a price or Membership change, you indicate your acceptance of such change. If you do not agree with a price or Membership change, you have the right to reject the change by cancelling your subscription(s) prior to the effective date of the price or Membership change. Please make sure that you read any notifications of price or Membership changes carefully.

You are fully responsible for all activities that occur under your account, and you agree to be personally liable for all charges incurred under your account based on your delivery status as of the specified deadline. Your liability for such charges shall continue after termination of this Agreement.

3. Cancel or Modify a Subscription

Except for your first order, which cannot be cancelled or modified, you may cancel or modify your Membership by managing your account, or by emailing us at support@copow.com at any time before the Order Cut-Off Time.

You also may skip deliveries for up to 2 weeks at a time. You will not be charged for weeks that you skip. You must submit your cancellation, modification, or request to skip a week by the Order Cut-Off Time, or else you will receive and be charged for the next delivery as scheduled.

4. Food Substitution Policy

Although Copow takes every reasonable measure to have sufficient inventory to fill your order in accordance with your chosen food preferences and meal selections, the availability of meals and ingredients may change without notice. Copow is not responsible for the unavailability of any meal or ingredient.

Copow reserves the right to substitute meals and ingredients without notice. Substituted food items may contain different ingredients and allergens than those in items originally ordered.

5. Ingredients, Allergens and Nutrition Information

We use reasonable efforts to ensure the accuracy of product imagery and information on the Site, including information regarding ingredients, food allergens, and nutrition information. However, we make no guarantee that such information is accurate and complete. Prior to consumption of any Copow food item, please check the product package for the most updated information regarding ingredients, allergens and nutritional content.

Copow’s food items are not made in dedicated allergen free facilities. Copow’s food items may contain or may have been manufactured in a facility that also processes: dairy, eggs, fish, shellfish, soy, tree nuts and gluten.

YOU ARE SOLELY RESPONSIBLE FOR KNOWING ABOUT ANY FOOD ALLERGIES YOU MAY HAVE AND VERIFYING THE PRODUCTS AND THEIR CONTENTS BEFORE USING OR CONSUMING SUCH PRODUCTS. COPOW DOES NOT REPRESENT OR WARRANT THAT THE NUTRITION, INGREDIENT, ALLERGEN, AND OTHER PRODUCT INFORMATION ON OUR SITE IS ACCURATE OR COMPLETE. WE RECOMMEND THAT YOU DO NOT RELY SOLELY ON THE INFORMATION PRESENTED ON OUR SITE AND THAT YOU CONSULT THE PRODUCT LABEL OR CONTACT US IF YOU HAVE A SPECIFIC DIETARY OR ALLERGIC CONCERN OR QUESTION.

6. Shipping & Delivery

We use third-party carriers to deliver your food packages and provide you with tracking information for every package. It is very important that you provide us with the proper shipping information and any special instructions that the delivery driver may need.

Any delivery dates that we provide are estimates only. Actual delivery dates may vary and are beyond the control of Copow.

The risk of loss and/or damage passes to you at the time of delivery. All items are solely at your risk from the time of delivery. As such, you are solely responsible for the storage, handling and heating of the Copow food items you receive.

7. Inspection & Safety

You are responsible for inspecting all items delivered for any damage or other problems upon delivery. In addition, you are solely responsible for determining the freshness of the food products you receive. If you have any reason to believe that any food product in your delivery is not suitable for consumption, contact us at support@copow.com, and do not consume the item.

To maintain the quality and integrity of the food products, we recommend that you immediately refrigerate all perishable products upon delivery and follow the U.S. Department of Agriculture’s (“USDA”) instructions on food safety, food storage and food handling. Failure to follow safe food handling practices and temperature recommendations may increase the risk of food-borne illness. In addition, pregnant women, young children, the elderly and individuals with compromised immune systems should follow the U.S. Food and Drug Administration’s recommendations on food consumption for at-risk groups.

8. Replacement & Credit

All sales are final. We may provide a replacement or credit in the event that items arrive damaged. In the event that you are unhappy with your order, please contact us at support@copow.com within 5 days of the date you received the unsatisfactory item. We, at our sole discretion, may give you a replacement or credit for the damaged item(s). We reserve the right to require the return or photographic documentation of any damaged product before we provide you a replacement or credit.

9. No Resale

You are not permitted to resell or otherwise use the Copow products for commercial purposes.

10. Force Majeure

We will not be liable or responsible for any failure to perform, or delay the performance of, any of our obligations that is caused by events outside our reasonable control (“Force Majeure Event”). 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.

11. Disclaimers

YOU ARE SOLELY RESPONSIBLE FOR, AND ASSUME ALL RISKS RELATED TO, THE PROPER AND SAFE PREPARATION (INCLUDING STORAGE AND COOKING), USE, AND CONSUMPTION OF COPOW’S FOOD PRODUCTS. AS SUCH, ALL PRODUCTS 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.

12. Registration and Communication

To access and use certain areas or features of the Site, you will need to register for a Copow account. By creating an account, you agree to (a) provide accurate, current and complete account information, (b) maintain and promptly update, as necessary, your account information, (c) maintain the security of your account credentials, (d) be responsible for the acts or omissions of any third party who has authority to access or use the Site on your behalf, and (e) immediately notify us if you discover or otherwise suspect any security breaches related to the Site or your account. You further understand and agree that Copow may take actions we deem reasonably necessary to prevent, respond to, pursue or remedy suspected or actual fraud and abuse, including without limitation, termination or suspension of your account.

By creating a Copow account, you also consent to receive electronic communications from us (e.g., via email or by posting notices to the Site). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.

By providing your mobile phone number to us through the Site or in connection with your order, receipt or use of our products, you consent to receive calls or text messages at any such phone number sent by or on behalf of Copow, including autodialed calls and/or text messages, for marketing, promotional, operational or transactional purposes, such as updates on the delivery status of your order. You may opt out of marketing and promotional calls or messages by following the applicable unsubscribe instructions provided to you. Following such opt-out, you may continue to receive calls or messages for a short period of time while Copow processes your request. It is your responsibility to keep your account information, including your phone number, updated. Standard message and data rates applied by your mobile phone carrier may apply to the text messages we send you. Please contact your mobile phone carrier for details.

13. Content

The Site and Social Media Pages contain content which includes, but is not limited to, information pertaining to the Copow Products and Memberships, as well as blog posts and third-party links. All content on the Site and Social Media Pages is offered for informational purposes only and is at all times subject to the disclaimers contained herein.

14. Intellectual Property

The Site, the Social Media Pages, and all associated content, design, text, graphics, images, video, audio, and interfaces, as well the collection, selection, and arrangement thereof, and all associated software (collectively, the “Copow Materials”), are the sole and exclusive property of, or duly licensed to, Copow. The Copow Materials are owned by Copow or its affiliates, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

You may display and, subject to any expressly stated restrictions or limitations relating to specific material, download portions of the material from the different areas of the Site solely for your own non-commercial use. Any redistribution, retransmission or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner. You agree not to change or delete any proprietary notices from materials downloaded from the Site. You must not (i) modify copies of any materials from the Site or Social Media Pages; (ii) use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text, and (iii) delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Site or Social Media Pages. You must not access or use for any commercial purposes any part of the Site and/or Social Media Pages, or any services or materials available through the Site and/or the Social Media Pages.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Site and/or the Social Media Pages in breach of this Agreement, your right to use the Site and your Copow Membership will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. Any use of the Site and/or the Social Media Pages not expressly permitted by this Agreement is a breach of this Agreement and may violate copyright, trademark and other laws.

15. Trademarks

The Copow name, logo and all related names, logos, product and service names, designs and slogans are trademarks of LFBD, LLC or its affiliates or licensors. You must not use such marks without the prior written permission of Copow. All other names, logos, product and service names, designs and slogans on the Site and/or the Social Media Pages are the trademarks of their respective owners.

16. Rights to User Content

If you submit content you own (“User Content”) to the Site or Social Media Pages, you retain your ownership of your intellectual property rights. We do not claim any ownership interest in your User Content. However, by uploading, posting or submitting User Content to the Site or to our Social Media Pages, you hereby grant Copow a nonexclusive, royalty-free, worldwide, perpetual, irrevocable and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and publicly display your User Content, in whole or in part, and your name, likeness, voice and persona in any manner or media and for any purpose whatsoever at our sole discretion, including, without limitation, for publicity, promotional, advertising, trade, business, illustration, artistic and other commercial and noncommercial purposes, and you also agree that Copow is free to use any ideas, concepts, know-how, or techniques that you send us for any purpose.

By uploading, posting or submitting User Content to the Site or through our Social Media Pages, you represent and warrant that (a) such User Content is nonconfidential, (b) you own and control all of the rights to the User Content or you otherwise have all necessary rights to post such User Content, (c) you authorize Copow to use such User Content for the purposes described in these Terms, (d) the User Content is accurate and not misleading or harmful in any manner, and (e) the User Content, and your use and posting thereof, does not and will not violate these Terms or any applicable law, rule, regulation or third party right.

17. Third-Party Sites and Content

If the Site and/or the Social Media Pages contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. Copow has no control over the contents of those sites or resources, and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Site and/or the Social Media Pages, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

The Site and/or the Social Media Pages may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Copow, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Copow. Copow is not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

18. Prohibition on Improper Use

As a condition of your use of this Site, you warrant that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You agree that you shall not use the Site: (a) in any manner with the intent to interrupt, damage, disable, overburden or impair the Site; (b) in violation of Copow’s or any third party’s intellectual property or other proprietary rights; (c) in violation of any applicable laws; (d) to attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt or otherwise alter or interfere with the Site, or make any unauthorized use thereof; (e) to obtain or attempt to obtain any content, materials or information through any means not intentionally made publicly available or provided for through the Site; (f) to use or attempt to use any "spider", "robot", "bot", "scraper", or any other program, device or algorithm, process or methodology to access, acquire, copy, or monitor the Site (or portions thereof); (g) to transmit any message, information, data, text, software or image, or other content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, or otherwise objectionable which may invade another's right of privacy or publicity; (h) to post or transmit any unsolicited advertising, promotional materials, "junk mail", "spam," "chain letters," or any other form of solicitation; or (i) to register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any Copow product or service if you are not expressly authorized by such party to do so.

19. Privacy

We respect your privacy and are committed to protecting it. Our Privacy Policy, governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site. By using the Site, you consent to all actions taken by Copow with respect to your information in compliance with the Privacy Policy.

20. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless LFBD, LLC, and our respective past, present and future employees, officers, directors, contractors, consultants, equity-holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Copow Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses and costs of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”) that are caused by, arise out of or are related to (a) any use or misuse of the Site or Social Media Pages, content on the Site or Social Media Pages, or Copow products by you or any third party you authorize to access or use such Site, content or products, (b) any content you create, post, share or store on or through the Site or our Social Media Pages, (c) your violation of these Terms, and (d) your violation of the rights of another.

21. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COPOW OR ANY OF THE COPOW PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS TO OR USE OF THE SITE OR SOCIAL MEDIA PAGES, OR THE ORDER, RECEIPT OR USE OF ANY PRODUCT SOLD THROUGH THE SITE, OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM ANY COPOW PARTY, OR FROM EVENTS BEYOND THE COPOW PARTIES’ 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, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE COPOW PARTIES’ RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED) OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE COPOW PARTIES (JOINTLY) ARISING OUT OF OR IN ANY WAY RELATED TO THE ORDER, RECEIPT OR USE OF PRODUCTS PURCHASED FROM COPOW EXCEED THE GREATER OF $250 OR THE AMOUNT YOU PAID TO US IN THE ONE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH YOUR CLAIM AROSE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IN THE EVENT YOUR REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE, AND THE FOREGOING SHALL CONSTITUTE THE COPOW PARTIES’ SOLE LIABILITY AND OBLIGATION IN RESPECT HEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), OR ANY OTHER LEGAL OR EQUITABLE THEORY.

THE LIMITATIONS SET FORTH IN THIS SECTION 22 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE DIRECTLY AND PROXIMATELY CAUSED BY PRODUCTS YOU PURCHASE FROM US, OR FOR OUR FRAUD, GROSS NEGLIGENCE, OR INTENTIONAL, WILLFUL, MALICIOUS OR
RECKLESS MISCONDUCT.

22. Dispute Resolution and Binding Arbitration

If you have a complaint that Copow’s customer service department is unable to resolve a complaint you may have to your satisfaction (or if Copow has not been able to resolve a dispute it has with you after attempting to do so informally), we each agree to resolve those disputes through binding arbitration or small claims court instead of in courts of general jurisdiction.

YOU AND COPOW AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, ALL DISPUTES THAT ARISE UNDER OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PAST, PRE-EXISTING, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE, AND EQUITABLE CLAIMS) WILL BE RESOLVED BY INDIVIDUAL ARBITRATION IN ACCORDANCE WITH THE CONSUMER ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”). Unless you and Copow agree otherwise, any arbitration hearings will take place in the county (or parish) of your billing address. The AAA Rules are available online at adr.org, by calling the AAA at 1-800-778-7879. Copow agrees that it will pay a consumer’s filing fee for the arbitration.

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. The Federal Arbitration Act will govern the interpretation and enforcement of this section.

You agree to arbitration on an individual basis. In any dispute, NEITHER YOU NOR COPOW SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS, OR ARBITRATE OR OTHERWISE PARTICIPATE IN ANY CLAIMS AS A REPRESENTATIVE, CLASS MEMBER, OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). You may elect to pursue your claim in small-claims court rather than arbitration. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.

You have the right to opt out of binding arbitration within thirty (30) days of the date you first signed up for Copow Membership by writing to: EAT, LLC d/b/a Copow, Attn: support, 1083 E. Tropicana Avenue, Las Vegas, NV 89119. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 24.

23. Governing Law & Venue

All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Idaho without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of Idaho. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of Idaho and the United States, respectively, sitting in Kootenai County, Idaho.

24. Assignment

You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 25 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

25. Termination

Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate 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, and you acknowledge and agree that we shall have no liability or obligation to you in such event, to the fullest extent permitted by applicable law.

26. No Waivers

The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Copow.

27. No Third-Party Beneficiaries

These Terms do not and are not intended to confer any rights or remedies upon any person other than you and Copow.

28. Notices

To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current. To Us. To give us notice under these Terms, you must contact us as follows: (i) by email to support@copow.com; or (ii) by personal delivery, overnight courier or registered or certified mail to 1083 E. Tropicana Avenue, Las Vegas, NV 89119. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately.

Notices provided by email transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

29. Severability

If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

30. Entire Agreement

These Terms and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.