Effective as of December 8, 2016.
Welcome to Boxed! Our legal name is Giddy Inc.; but, we do business as Boxed and Boxed Wholesale (“Boxed”). Boxed and/or our subsidiaries and affiliates provide products, services, content, and other features (the “Boxed Services”) to you when you use or shop on our mobile applications, Boxed.com or our other websites and blogs, and/or other software provided by Boxed (the “Boxed Sites”). The Boxed Sites are owned and operated by Boxed.
Boxed provides the Boxed Services and the Boxed Sites subject to these Terms & Conditions, any terms, conditions, or policies otherwise contained on the Boxed Sites, any terms, conditions, or policies contained in any Promotion or Promotions (as defined below), and any updates to any such terms, conditions or policies (collectively, the “Terms”).
Please review the Terms carefully. To make things a little simpler, we refer to Boxed and its affiliates and subsidiaries as the “Company,” “Boxed,” “we,” “our,” and “us. We refer to the users of the Boxed Sites as “you” and “your.”
BY ACCESSING OR USING THE BOXED SERVICES OR THE BOXED SITES, YOU AGREE TO THESE TERMS; IF YOU DO NOT AGREE, DO NOT USE THE BOXED SERVICES OR THE BOXED SITES. If you violate the Terms, your access to and use of the Boxed Services and the Boxed Sites is unauthorized.
IMPORTANT: PLEASE NOTE THAT THESE TERMS INCLUDE YOUR AGREEMENT TO ARBITRATE CONTROVERSIES. BY USING THE BOXED SERVICES AND/OR THE BOXED SITES, YOU AGREE TO RESOLVE ANY DISPUTE WITH US THROUGH BINDING ARBITRATION, RATHER THAN IN COURT, AND YOU WAIVE CERTAIN RIGHTS TO PARTICIPATE IN CLASS ACTION LAWSUITS. TO REVIEW OUR ARBITRATION PROVISIONS, PLEASE CLICK HERE. TO REVIEW OUR CLASS ACTION WAIVER PROVISIONS, PLEASE CLICK HERE.
1. UPDATES TO THE TERMS
We may, at any time, revise, change, or otherwise update the Terms. The effective version of the Terms will be available for your review on the Boxed Sites.
Your continued access or use of any Boxed Service or Boxed Site following the posting and/or distribution of a revised, updated, or changed version of the Terms, will mean that you agree to the revised, updated, and/or changed Terms.
To review our provision on our right to modify the Boxed Sites, the Boxed Services, these Terms, and otherwise, please click here.
3. REGISTERING YOUR ACCOUNT
To make a purchase with Boxed, you must create an account and meet the other requirements established in these Terms. By creating an account, you agree that all of your account information is true and complete, and you will keep your account information current. If you create a Boxed account, we will either assign you a password or let you choose your own password to enable you to access and use certain portions of the Boxed Services and the Boxed Sites.
You agree to keep your username and password confidential, that you are solely responsible for maintaining the confidentiality of your username and password, and that you are solely responsible for restricting access to your computer(s) or mobile device(s). You agree to access the Boxed Services and/or the Boxed Sites from devices that have up-to-date operating systems and security software. You agree not to allow anybody else to use your account, including in any way that is meant to circumvent these Terms. Each time a valid password is used with your account, you will be deemed to be authorized to access and use the Boxed Services or the Boxed Sites in a manner consistent with the Terms, and we have no obligation to investigate the authorization or source of any such access or use of the Boxed Services or the Boxed Sites. You agree that you will be responsible for all activities that occur under your account or password, including, without limitation, purchases made, and anything else that occurs, through your account, whether or not such access to and use of the Boxed Services and/or the Boxed Sites 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.
YOU ASSUME THE ENTIRE RISK FOR THE FRAUDULENT, UNAUTHORIZED, OR OTHERWISE IMPROPER USE OF YOUR PASSWORD. WE SHALL BE ENTITLED TO RELY ON THE GENUINENESS AND AUTHORITY OF ALL INSTRUCTIONS RECEIVED BY US WHEN ACCOMPANIED BY SUCH PASSWORD, AND TO ACT ON SUCH INSTRUCTIONS.
In order to mitigate damages, if you believe someone placed an unauthorized order on your behalf, you agree to notify us immediately of any suspected unauthorized activity on your account by sending an email to email@example.com.
4. USE OF THE BOXED SITES
We wanted to set some ground rules for your use of the Boxed Services and the Boxed Sites, your account, or Promotions that we provide, and/or your interactions with us, another Boxed customer, or a third party that provides us services. Without limiting anything else in these Terms, you agree that, without our consent, you will not:
- breach the Terms or any other agreement or policy that you have entered with us;
- abuse or exploit the terms of any Promotion;
- violate any law, statute, ordinance, or regulation (for example, those governing financial services, consumer protections, unfair competition, anti-discrimination or false advertising) or act in an unauthorized, deceptive, fraudulent or otherwise unlawful manner, including by providing false, inaccurate, or misleading personal information;
- create more than one account for yourself, by, among other methods, using a name that is not yours, using temporary email address(es) or phone number(s), or providing any other falsified personal information, including, without limitation, for the purpose of misuse of Promotions;
- use the Boxed Services or the Boxed Sites for the benefit of another business for any commercial or resale purpose, including, without limitation, by placing multiple orders on one account but with multiple different shipping addresses in order to fulfill your businesses orders or reproducing, duplicating, copying, selling, reselling, or otherwise exploiting any Boxed Service, Boxed Site, Promotion, or any part thereof, for any commercial purpose;
- infringe Boxed’s or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
- act in a manner that or upload to, distribute, or otherwise publish through the Boxed Sites any content, information, or other material that: (a) violates or infringes the copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person; (b) is libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under U.S. or international law; or (c) includes any bugs, viruses, worms, trap doors, backdoors, rootkits, Trojan horses or other malicious or harmful code or properties;
- refuse to cooperate in an investigation regarding, or provide confirmation, of your identity or personal information you provide to us;
- use the Boxed Services or the Boxed Sites in a manner that results in, or may result in, complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties and other liability to us, a user, a third party, or you;
- use your account or the services in a manner that we, Visa, MasterCard, American Express or Discover reasonably believe to be an abuse of the credit card system or a violation of credit card association rules;
- disclose or distribute another user's personal information to a third party, or use the information for marketing purposes, unless you receive the user’s express consent to do so;
- send unsolicited email, SMS, MMS, or other messages to a user or use the services to collect payments for sending, or assisting in sending, unsolicited email to third parties;
- take any action that imposes an unreasonable or disproportionately large load on our infrastructure;
- use an anonymizing proxy or use any robot, spider, other automatic device, or manual process to monitor or copy the Boxed Services or the Boxed Sites;
- use any device, software or routine to bypass our robot exclusion headers, or interfere or attempt to interfere, with the Boxed Sites or the Boxed Services;
- frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Boxed;
- use any meta tags or any other “hidden text” utilizing Boxed’s name or trademarks;
- take any action that may cause us to lose any of the services from our internet service providers, payment processors, or other suppliers; or
- use the Boxed Services or the Boxed Sites to test credit card behaviors.
We reserve the right to refuse service, terminate accounts, suspend accounts, prevent the application of a Promotion, remove or edit content or products, cancel orders at any time and in our sole discretion, and/or take any other legal action available to us under the Terms or at law, including, without limitation, if we believe that your conduct violates the Terms, applicable law, is harmful to our interests, or is against, without limitation, the spirit of the Terms, the Boxed Services, the Boxed Sites, or a particular Promotion.
By using the Boxed Sites, you represent and warrant that you are either at least 18 years of age or are using a Boxed Site under the supervision of a parent or guardian. If you are under 18 years of age, you may only use the Boxed Sites with the supervision of a parent or guardian. As discussed below, you must be at least 21 years of age to purchase alcohol, or use any site functionality related to alcohol.
Access and License
Subject to your compliance with the Terms and the intended use of the Boxed Services and the Boxed Sites and your payment of any costs or fees for the Boxed Services, we hereby grant you a single, non-exclusive, non-transferable, non-sublicensable limited personal license to access and use the Boxed Services and the Boxed Sites. Any violation, misuse, or breach of, or failure to comply with, the Terms shall result in the immediate revocation and termination of the licenses granted to you in these Terms, without notice to you by us. All rights not expressly granted to you in the Terms are reserved and retained by Boxed or its licensors, suppliers, publishers, rights holders, or other content providers.
Much of the information and data and many of the images on the Boxed Sites are updated on a real-time basis, and are proprietary or may be licensed to us by others. Therefore, except as permitted in these Terms, you may not reproduce, distribute, use, display, sell, lease, transmit, create derivative works from, translate, modify, reverse-engineer, disassemble, decompile, hack or otherwise exploit the Boxed Services or the Boxed Sites, or any portion thereof, unless expressly permitted by us in writing prior to such action. Apart from web browsers and mobile operating systems, you agree not to use any software, program, application or any other device to access or log on to our computer systems, the Boxed Services, the Boxed Sites or proprietary software, or to automate the process of obtaining, downloading, transferring or transmitting any content, information to or from our computer systems, the Boxed Services, the Boxed Sites or proprietary software. You agree not to alter or misuse screenshots obtained from the Boxed Services or the Boxed Sites or use product images outside of the Boxed Services or Boxed Sites. You may not incorporate any portion of the Boxed Services or Boxed Sites into your own programs or compile any portion of them in combination with your own programs, transfer it for use with another service, or sell, rent, lease, lend, loan, distribute or sub-license the Boxed Services or Boxed Sites or otherwise assign any rights to the Boxed Services or Boxed Sites in whole or in part.
5. PRICING, TAXES, ORDER REQUIREMENTS, GIFT CARDS, AND PROMOTIONS
Pricing and Reported Savings
Boxed continuously works to offer competitive prices on everything we carry and we offer a Low Price Guarantee here. In certain instances and for certain products, we also report suggested savings as a percentage. The percentage savings we report are based on a comparison of prices for bulk or wholesale sizes of products available on the Boxed Sites against the prices for retail sizes available on national e-commerce retail websites and mobile applications.
Items sold on the Boxed Sites or through the Boxed Services may be subject to tax or deposit fees. In most cases, prior to submitting your purchase request, you will see an estimate of the tax to be collected on your order. This tax amount will depend on various factors, including the items purchased, the shipment destination, and, in certain circumstances, the identity of the seller (if not Boxed). In certain limited circumstances and for certain third-party sellers, the tax amount may be included in the price of a product.
Unless specifically indicated on a product’s description page, the checkout page or items sold through the Express Service (see below), Boxed is the seller of items purchased on the Boxed Sites or through the Boxed Services. Any applicable tax on those items will be applied to the item price you pay for taxable items, less any savings amounts.
With respect to those products that are not sold by Boxed, such products will be subject to tax based on the sales tax collection obligations of the applicable seller. Applicable tax on such orders will be applied to the item price indicated by the seller. For these items, savings amounts will not always reduce the price at which tax is charged.
Boxed only ships to the 48 contiguous states and the District of Columbia. We do not ship to Alaska or Hawaii. Other than Express orders, shipments are delivered by UPS®, FedEx®, or other private courier. Express orders and shipments of Alcoholic Beverages (as defined below) are shipped separately from other Boxed products sold through the Boxed Services or on the Boxed Sites.
The exact delivery date of your order may depend on several factors, including, without limitation, the date and time you place your order, the schedules and processes of our shipping partners, holiday schedules, weather, and other factors. Even though we try to anticipate delays, we cannot predict or always prepare for delays caused by carriers, mistakes in delivery or shipment information, changes to orders, strikes, bad weather, or other similar circumstances. If there is a delay, we will do whatever we can to help move things along, although we cannot promise we’ll be able to resolve the delay. If you have questions about your delivery, please contact us at firstname.lastname@example.org.
Minimum Order Requirements and Free Shipping
We may, in our sole discretion, set and adjust minimum (or maximum) quantity and/or price requirements for any order or attempted order placed on the Boxed Sites.
We may also, in our sole discretion, set and adjust minimum (or maximum) quantity and/or price requirements for any user to receive free shipping on any order placed on the Boxed Sites.
Terms of Promotions
From time-to-time, we may make certain offers, sales, codes, offer cards and gift codes, services, discounts, coupon offerings, promotional credits, Cash Rewards (as defined below), Boxed Bold (as defined below), free samples, specials, user-generated content opportunities, contests, sweepstakes and other promotions (each a “Promotion” and, collectively, the “Promotions”) available to you. Promotions may be publicized on the Boxed Sites, through advertisements, and/or through other marketing channels. If you participate in, use, or apply any Promotion, you will be subject to the Terms and any additional terms, conditions, rules, and policies applicable to the Promotion.
Unless otherwise disclosed in any applicable Promotion-specific terms, conditions, rules, or policies, Promotions are not combinable with other Promotions, have expiration dates, cannot be applied to past purchases, are subject to certain caps and limitations, are non-transferable, can only be used once per household, can only be redeemed through the Boxed Sites or the Boxed Services, and may be suspended or terminated at any time by Boxed at Boxed’s sole discretion. Certain promotions shall only be applicable on repeat orders. Boxed determines, in its sole discretion, the method and timing for the application or implementation of any Promo Code, Cash Rewards, referral credit, discount, promotional credits or other Promotion and/or any other restrictions as may be determined and communicated by Boxed in its sole discretion. Only valid promotional codes provided or promoted by Boxed will be honored at checkout. Theft, reproduction, duplicate requests and/or other behavior intended to circumvent the proper redemption of promotional codes is prohibited and may constitute fraud. Discount codes must be entered at checkout. Certain Promotions shall only be applicable to first orders. Unless otherwise specified in the terms and conditions of the particular Promotion, Promotions shall never apply to orders placed through business accounts that utilize separate credit terms agreed to with Boxed.
All Boxed users may have access to free product samples, as offered from time-to-time by Boxed, in its sole discretion. Product samples are subject to availability and may be replaced by Boxed with substitutes. To receive free product samples, you must add the requested samples to your cart on one of the Boxed Sites prior to checking out. If samples are not added to your cart before checkout, the samples will not be included in your order. Product samples cannot be added to previously placed orders.
In certain circumstances, all of the products in your Boxed order may be fulfilled solely by a third-party or Express Shopper. In such circumstances, Boxed shall be under no obligation to ship any free samples. We’re the buy-in-bulk business – we try not to ship such small packages!
Notwithstanding anything to the contrary herein, Boxed may, in Boxed's sole discretion, create promotional codes that may be redeemed for discounts, credit, or other features or benefits related to the Boxed Services, Boxed Sites, or third-party provider's services, subject to terms that Boxed establishes on a per promotional code basis (“Promo Codes”). You agree that Promo Codes: (i) shall only be used by the intended audience and for the intended purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public, unless expressly permitted by Boxed; (iii) may be disabled by Boxed at any time for any reason without liability to Boxed and without notice; (iv) may only be used pursuant to the specific terms that Boxed establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Boxed reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Boxed determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.
As a user, you agree to receive newsletters and promotional emails, including, without limitation, certain third-party offers.
Promotional, gift, or offer codes and Gift Cards
From time-to-time, we may offer qualified consumers “promotional codes,” “gift codes,” or “offer codes” through a variety of promotional activities and communications (collectively referred to herein as “promotional codes”) that are redeemable towards a purchase on the Boxed Sites or through the Boxed Services, while supplies last, and subject to certain merchandise exclusions or any other restrictions, as may be determined and communicated by us in our sole discretion. Only valid promotional codes provided or promoted by us will be honored at checkout. Other codes supplied or promoted by third parties unauthorized by us (including any unauthorized third-party websites) will not be considered valid. Unless otherwise stated in a particular promotional code’s terms and conditions, each promotional code is non-transferable and valid for single use (limit one per order) on an item (or items) of merchandise as determined by Boxed. Promotional codes cannot be used towards purchase of non-branded merchandise, packaging or applicable taxes. Promotional codes must be entered in the “Apply Promo Code/Gift Card” field at checkout. Promotional codes are valid through the Boxed Sites only. We are not responsible for lost, stolen or corrupted promotional codes or any unauthorized use of promotional codes. Promotional codes cannot be redeemed for cash or any cash equivalent; no substitutions or credits allowed. The dollar value of any promotional code will not be refunded or credited back if any or all of the merchandise is returned. Expiry dates may apply to each promotional code. Promotional codes are void if copied, transferred, sold, exchanged or expired, and where prohibited. Requests not complying with all promotional code requirements will not be honored.
From time-to-time, in our sole discretion, we may offer “Gift Cards” for purchase by our customers. Gift Cards are redeemable only on the Boxed Sites and are subject to the terms and conditions in effect at the time of purchase. When available, the current Gift Card terms, if any, are available here. Gift Cards are non-transferable and do not expire. Gift Cards are not returnable or refundable for cash except in states where required by law. For example, if a balance of less than $5 remains on a Gift Card owned by a New Jersey resident following redemption, upon such New Jersey resident’s request to email@example.com, we will refund the balance.
Low Price Guarantee Promotion
Subject to the details listed below (the “Details”), all transactions made through the Boxed Services or on the Boxed Sites are backed by our “Low Price Guarantee.” Subject to the conditions and exclusions listed below, the Low Price Guarantee states that any purchase of a consumer packaged product purchased through the Boxed Services or the Boxed Sites will be at the lowest price available at any U.S. retailer’s online site that is available to the general public without a membership or we will refund the difference between (a) the price paid through the Boxed Services or on the Boxed Sites and (b) the lower price available at such U.S. retailer’s online site that is available to the general public without a membership.
- All refund requests must be made within seven (7) days of purchase to qualify for a refund. Refund requests received more than seven (7) days after date of purchase are not eligible.
- Customers are limited to two (2) Low Price Guarantee refund requests in any seven (7) day period.
- To qualify, 1) the product must be a matching brand and size (or model number and color, if applicable); 2) the product must be immediately available at a qualifying online retailer; and 3) the price should not be shown on the below exclusions list.
- Proof required. Acceptable proof of lower price must be sent to firstname.lastname@example.org and must include the following information: a) a copy of competitor’s current ad or a valid link/URL to the product on competitor’s website, and b) Boxed order confirmation number.
- In the event that the refund exceeds the total amount paid by a customer for customer’s order, such refunds will be provided by issuing store credit only.
- Exclusions: The following are excluded from the Low Price Guarantee:
- Prices listed at retailers that require a membership to purchase including but not limited to retailers such as Costco, Sam’s Club or BJs;
- Prices and products that are not available online (e.g. offline retailers and brick and mortar stores);
- Any product that is not identical in size and brand or not currently in-stock at competitor’s site;
- Alcoholic Beverages (as defined below);
- Sale prices, limited-time discounts, promotional pricing, coupons, special orders, bid pricing, volume discount, clearance items, pre-owned items, credit card offers, gift card offers, open-box merchandise, sales tax, rebate and free offers, and typographical errors. Also excludes going-out-of-business sales, discontinued, clearance, or obsolete products; and
- Products available solely through the Boxed Express service.
We are pleased to offer a cash rewards promotional program. This Promotion is one way in which Boxed endeavors to reward and thank loyal customers for frequenting our business and purchasing items through the Boxed Services and the Boxed Sites. Users must create an account with Boxed to be eligible to participate in the cash rewards promotional program. By registering, accessing, or using Cash Rewards (as defined below), you agree to be bound by the Terms.
The Cash Rewards program works as follows:
- When making qualified purchases on the Boxed Sites, a user is eligible to receive a rewards credit (“Cash Rewards”) based on the total amount of their purchase excluding tax, promotional discounts on account of any applicable Promotions, the application of any accrued Cash Rewards, shipping charges and express delivery charges;
- For each such purchase, a user will earn 1% in Cash Rewards on the total amount of his or her purchase excluding tax, promotional discounts on account of any applicable Promotions, the application of any accrued Cash Rewards, shipping charges and express delivery charges;
- The total amount of Cash Rewards earned on any particular order will be rounded down to the nearest whole penny;
- As noted above, a user will not, however, earn Cash Rewards on account of the portion of any purchase that is paid for with the user’s Cash Rewards. For example, if a user purchases $100 worth of products and uses Cash Rewards of $25 to pay for the order, the user will earn 1% Cash Rewards on account of the remaining $75 paid for with the user’s credit card or other form of payment;
- Neither the purchase nor the application of a Boxed Gift Card will qualify as a purchase that will earn Cash Rewards for the user purchasing or applying the Boxed Gift Card;
- Cash Rewards accumulated by a user may only be used to pay, in whole or in part, for future purchases by the user on the Boxed Sites in accordance with these terms; and
- Cash Rewards have no actual cash value until such time as a user applies Cash Rewards to pay for a purchase on the Boxed Sites and cannot be redeemed for cash or any other form of consideration.
A user’s accumulated Cash Rewards will be reported under the user’s “My Account” tab. The value of a user’s accumulated Cash Rewards will be capped at $450 for any 12-month period, with the first such 12-month period beginning upon registration by the user. If a user earns $450 during any 12-month period, Cash Rewards will stop accruing until the 12-month period expires. A user is only eligible to accrue Cash Rewards on one account. Cash Rewards are linked to each user and may not be sold to, transferred to, assigned to, or shared with another account, family, friends or others. Cash Rewards cannot be transferred by operation of law, such as, without limitation, through inheritance, bankruptcy, or in connection with a divorce. There is a minimum balance of Cash Rewards required to redeem Cash Rewards on an eligible purchase, and Boxed may set that minimum balance, from time-to-time, in its sole discretion.
Cash Rewards are not eligible where prohibited by law or regulation. Cash Rewards may not be earned from purchases of, eligible for, or redeemable on certain categories of goods, as determined at our sole discretion, which may change without notice. Cash Rewards are not your property. Boxed owns all property rights or other legal interests in all Cash Rewards and a user has no property rights or other legal interests in the Cash Rewards. We may set, in our sole discretion, any minimum amount of Cash Rewards that a user must accrue before becoming eligible to apply such rewards to a purchase. If a user’s account is suspended or terminated, all accrued Cash Rewards will also be suspended and/or terminated. We may revoke any accrued Cash Rewards at any time, and without notice, in our sole discretion. Boxed reserves the right to terminate your account and/or your participation in Cash Rewards if Boxed determines in its sole discretion that you have violated the Terms, you have more than one (1) account, or that the use of your account is unauthorized, deceptive, fraudulent or otherwise unlawful.
This Cash Rewards program, along with the Boxed Services and the Boxed Sites, are not targeted towards, nor intended for use by, anyone under the age of 13 and may only be used by individuals under the age of 18 with the supervision of a parent or legal guardian. If you are between the ages of 13 and 18, you may only use Cash Rewards under the supervision of a parent or legal guardian who agrees to be bound by the Terms.
Changes to Cash Rewards
Boxed reserves the right to terminate, amend, cancel or temporarily suspend the Cash Rewards program, in whole or in part, or change any of the applicable Terms, at any time for any or no reason, as determined in Boxed’s sole discretion without notice to the member. If any change to these terms is found invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any remaining changes or conditions.
Your continued participation in the Cash Rewards program after we change any applicable Terms constitutes your acceptance of the changes. If you do not agree to any changes, you must cancel or terminate your participation in Cash Rewards program.
Expiration of Cash Rewards
From time-to-time, first-time users of the Boxed Services or the Boxed Sites may earn Cash Rewards just by establishing a new account with a valid username and password (the “New User Cash Rewards”). A user’s New User Cash Rewards will automatically expire, if such user does not have Cash Rewards earning activity, such as by making a purchase on the Boxed Sites, within ninety (90) days of establishing the new account with Boxed.
Thereafter, you must have “Cash Rewards Earning Activity” (as defined below) once every 12 months in order to retain access to the Cash Rewards in your account. If your account has no Cash Rewards Earning Activity in any 12-month period, all Cash Rewards available in your account will expire and terminate. Cash Rewards Earning Activity extends the expiration date of all unexpired Cash Rewards available in your account for 12 months from the date of the Cash Rewards Earning Activity. For purposes of these Terms and the Cash Rewards program, Cash Rewards Earning Activity shall mean making qualifying purchases on the Boxed Sites or through the Boxed Services.
Fees and Renewal for Boxed Bold
The Boxed Bold fee is for one 12-month period (the “Boxed Bold Term”) starting on the date of enrollment of the primary cardholder. Participation in the Boxed Bold program will NOT automatically renew upon expiration of this 12-month Boxed Bold Term and, to continue participation in Boxed Bold, you must re-register for the Boxed Bold program. Boxed reserves the right to accept or refuse Boxed Bold participation in its sole discretion. American Express Card Members will not be charged a fee upon participation in the program.
Benefits of the Boxed Bold Program
Boxed Bold provides participants with the following added benefits:
- Higher Cash Rewards: subject to the terms of the Cash Rewards program listed above, when making qualified purchases on the Boxed Sites, a Boxed Bold participant will earn 3% in Cash Rewards on the first $15,000 of purchases during a Boxed Bold Term (or accumulated Cash Rewards of $450) and, then, will earn 1% in Cash Rewards on all subsequent purchases during such Boxed Bold Term, thereafter. Upon renewing participation in the Boxed Bold program for another 12-month Boxed Bold Term, the member will once again begin be eligible to earn 3% in Cash Rewards on the first $15,000 of purchases during the renewed Boxed Bold Term and 1% on purchases thereafter; and
- Free Shipping: subject only to the minimum order requirements that are applicable to all user orders and are described in the Terms, a Boxed Bold participant will receive free shipping on eligible orders. Express orders are not eligible for free shipping. From time to time, certain new products may be designated as not eligible for free shipping.
Please see the Cash Rewards section of the Terms for a description of how Cash Rewards are calculated, the limitations that apply, and the age restrictions that apply. Please see the Cash Rewards section for the expiration rules that apply. From time-to-time, Boxed may choose, in its sole discretion, to add or remove Boxed Bold benefits.
Termination of Boxed Bold by Us
Boxed may terminate your participation in the Boxed Bold program Promotion at our discretion without notice. If we do so, we will give you a prorated refund based on the number of full months remaining in your Boxed Bold Term. We will not, however, give any refund for termination related to conduct that we determine, in our sole discretion, violates these Terms or any applicable law, involves fraud or misuse of the Boxed Bold program Promotion, the Boxed Services, the Boxed Sites, or any other Promotion, or is harmful to our interests or another user. Our failure to enforce your strict compliance with these Terms will not constitute a waiver of any of our rights.
Changes to Boxed Bold
Your continued participation in the Boxed Bold program after we change any applicable Terms constitutes your acceptance of the changes. If you do not agree to any changes, you must cancel or terminate your participation in Boxed Bold.
* - “Boxed Bold” is a trademark of Giddy Inc.
Third Party Sites & Ads
The Boxed Services and Boxed Sites may contain links to third-party websites, services, and advertisements for third parties (collectively, “Third Party Sites & Ads”). Such Third Party Sites & Ads are not under the control of Boxed and Boxed is not responsible for such Third Party Sites & Ads. Boxed does not review, approve, monitor, endorse, warrant, or make any representations with respect to the Third Party Sites & Ads. You use all Third Party Sites & Ads at your own risk. When you link to a Third Party Site & Ad, the applicable third party’s terms and conditions apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction on or with such Third Party Sites & Ads.
Third Party Services
6. BOXED EXPRESS
We are very proud to offer Express. The Express service includes, but is not limited to, the shopping for, and delivery of, fresh and frozen groceries purchased on your behalf from Costco stores or other stores, at our sole discretion, by third-party shoppers and deliverers (“Shoppers”) operating under agreement with Boxed.
YOU ACKNOWLEDGE THAT BOXED DOES NOT PROVIDE SHOPPING SERVICES, DELIVERY SERVICES, OR FUNCTION AS A TRANSPORTATION CARRIER.
Unless otherwise specified, you acknowledge and agree that, through the Express service, Boxed and the Shoppers are acting as your agents in picking, packing and/or delivering items purchased by you through the Boxed Sites and neither are the seller of the items purchased by you through the Express service on the Boxed Sites. You agree that your purchase is made from a local Costco store and that title to any goods purchased passes to you when the items are purchased from the Costco store. We will obtain a credit card authorization for your credit card on file with us to cover the cost of the goods you have purchased from Costco, and your card will be charged for the goods purchased by you and any applicable fees or gratuities.
You also acknowledge and agree that, except as expressly provided for otherwise in these Terms or a separate agreement between you and the Company, the Company does not form any employment or agency relationship with you and does not hold title to any goods that you order through Express.
Express is only available in select areas, as determined by us from time-to-time. The Boxed Sites will automatically display items to users who place orders to be delivered to addresses located in those select areas that qualify for Express.
You acknowledge and agree that, from time-to-time, based on availability and stocking in the applicable local Costco store, Shoppers may be unable to fulfill your entire order after you have submitted it on the Boxed Sites. You acknowledge and agree that local stores may run out of the item you have selected, without notice, the Shopper may be unable to fulfill all or a portion of your Express order, and that, with respect to any items descriptions that contain a weight (such as meats, cheeses, fruits, or vegetables), we do not guarantee or promise the weight of the item delivered.
YOU UNDERSTAND AND AGREE THAT TO TAKE ADVANTAGE OF THE EXPRESS SERVICE, YOU MUST PROVIDE A VALID MOBILE PHONE NUMBER FOR DELIVERY NOTIFICATIONS. IF YOU DO NOT WANT TO RECEIVE SMS NOTIFICATIONS FROM BOXED, FOR THE EXPRESS SERVICE, DO NOT USE THE EXPRESS SERVICE.
You will receive an initial SMS notification when you place an Express order to verify your mobile phone number. After you place your Express order and while your Express order is in process, Shoppers may utilize an application to generate and send you up to two (2) SMS notifications to your mobile phone: one SMS notification when a Shopper has completed the purchase of your order and is departing from the local store; and another SMS notification when the Shopper is approaching the delivery destination. The Shopper will use commercially reasonable efforts to send each SMS notification; but, the Shopper may be unable and/or SMS notifications may not transmit. You agree that we or the Shopper may contact you, using the mobile phone number you provide, in the event of any updates or delays with your order. To opt out of receiving such SMS messages, please text “STOP”.
Use of Ordered Items
Items purchased through Express on the Boxed Sites are for the personal or business use of the user only. Like all other products available on the Boxed Sites or through the Boxed Services, items purchased through the Express service may not be resold without the prior written consent of Boxed.
If you use the Express service on behalf of a business or other entity, you represent and warrant that you have the necessary authority to bind that business or entity to these Terms and that you agree to these Terms on behalf of that business or entity.
Delivery and Communications to and with Express Shopper
When you place an Express order on the Boxed Sites, you will be provided the opportunity to select a delivery window during which you will receive your Express order from a Shopper. Boxed will set, in its sole discretion, the delivery windows that are available for the delivery locations serviced by the Express service. Boxed will set, in its sole discretion, a maximum and minimum number of days prior to a proposed delivery date by which an Express order must be placed.
By placing an Express Order, you acknowledge and agree that Boxed must, and will, transmit your delivery information (name, location/address, special delivery instructions, phone number, and requested delivery time) and order information to the Express Shopper. This information is provided to the Express Shopper through a mobile application available to Express Shoppers.
To ensure delivery of fresh and frozen items, a person must receive and accept your Express order at the delivery location. You may, through written instruction on the Express checkout page on the Boxed Sites, permit Shoppers to leave your Express order with a person other than yourself, such as a doorman, neighbor, spouse, or relative, or you may instruct Shoppers to leave your Express order in a safe location, in the event no person is available to personally receive the Express order. SHOPPERS WILL NOT LEAVE AN EXPRESS ORDER UNATTENDED WITHOUT SPECIFIC DELIVERY INSTRUCTIONS, ENTERED BY USER ON THE EXPRESS CHECKOUT PAGE, AND EXPRESS AND ITS SHOPPERS ARE NOT RESPONSIBLE FOR LOST, STOLEN, OR SPOILED EXPRESS ORDERS THAT ARE DELIVERED IN ACCORDANCE WITH SUCH DELIVERY INSTRUCTIONS.
If no one is available to receive your Express order when the Shopper attempts delivery or there is no safe location for Shoppers to leave your Express order, Shoppers may contact you directly by text message or email to facilitate the delivery of your Express order. In such circumstances, you may be able to reschedule the delivery of your Express order. You must contact customer service at email@example.com, as soon as possible, with an alternative date and time for delivery. We will attempt to reschedule the delivery of your order for the new date and time requested, but we are not responsible for or obligated to accommodate rescheduling requests or for the unavailability of Shoppers during busy delivery times. If no one is available to receive your Express order when the Shopper attempts delivery or there is no safe location for Shoppers to leave your Express order, Boxed may also charge you fee or charge and credit your Boxed account. Boxed will not be responsible for any damaged or spoiled goods to the extent resulting from your inability or failure to collect your delivery during the agreed upon delivery window and any and all deliveries that are rescheduled due to the circumstances described in this paragraph shall be delivered on an “as-is” basis.
Pricing, Payment and Credit Card Charges
BOXED EXPRESS PRICES LISTED ON THE BOXED SITES DO NOT REFLECT THE PRICE OF ITEMS AT LOCAL COSTCO OR OTHER SUPPLYING STORES.
When you place your Express order, we will temporarily charge the credit card you provide and submit through the in an amount based on the Express items you have ordered, and a temporary authorization charge will appear on your bank statement. From time-to-time, based on availability and stocking in the applicable local Costco store, Shoppers may be unable to fulfill your entire order after you have submitted it on the Boxed Sites. Local stores may run out of the item you have selected, without notice. You can view which items were out of stock on your delivery confirmation email as well as through your order history available on the Boxed Sites. You will not be charged for out of stock items. Ultimately, the final charge to your credit card will reflect the cost of the items in your Express order that are fulfilled.
Tips for Shoppers
You may enter a gratuity amount for the Shopper that fulfills your Express order on the checkout page of the Boxed Sites. This gratuity amount will be transferred in whole to the applicable Shopper. You may select from pre-calculated percentage-based gratuities or create a custom gratuity. THIS GRATUITY IS OPTIONAL.
Orders Cancellations, Returns, and Refund Policy
We cannot process any product replacements or accept any returns for products ordered through the Express service. If you receive a damaged or incorrect item in your Express order, please contact our customer service team at firstname.lastname@example.org and we will work with you to resolve the issue.
Prior to assignment to a Shopper, Express orders may be cancelled directly on the “My Order” tab on your Boxed account. Express orders cannot, however, be cancelled after they are assigned to a Shopper. If you have any trouble cancelling an order, please contact customer service at email@example.com.
Promotional Express Bags
From time-to-time, Express orders will be delivered in complimentary, reusable Express bags. These bags are yours to keep and reuse! From time-to-time, you may also return Express delivery bags that are in good discretion, in the reasonable discretion of the Shopper, to a Shopper during a subsequent Express delivery and, in exchange, Boxed may issue, in its sole discretion, a credit to your Boxed account to be applied to future purchases on the Boxed Sites. Such credits on account of returned Express bags shall have no actual cash value until such time as they are applied to pay for a purchase on the Boxed Sites, cannot be redeemed for cash or any other form of consideration, and are the property of Boxed in all respects.
7. ORDER REQUESTS FOR ALCOHOLIC BEVERAGES
By placing your order request for alcoholic beverages (“Alcoholic Beverages”), you represent, warrant, and certify that you and the recipient of any Alcoholic Beverages are at least 21 years of age.
With respect to any order requests for Alcoholic Beverages placed through the Boxed Services or on the Boxed Sites, Boxed serves only as a third-party marketer and Boxed is not, nor does it represent or warrant that it is, a licensed producer, distributor, or retailer of Alcoholic Beverages. All order requests for Alcoholic Beverages are made to, accepted by, processed, and fulfilled by a third-party licensed vendor or supplier (“Licensed Vendor”) of such Alcoholic Beverages. The Alcoholic Beverage portion of any order request is subject to review by such Licensed Vendor(s) and may be rejected upon further review. The name of the specific Licensed Vendor for each Alcoholic Beverage will be provided within the product description on the Boxed Sites for that Alcoholic Beverage. Each applicable Licensed Vendor will be responsible for fulfilling its order requests, including, without limitation, receipt of the purchase price, shipping, returns, refunds, and the payment of any applicable marketing fees.
Shipments of Alcoholic Beverages are delivered by UPS®, FedEx®, or other private courier separately from other Boxed products sold through the Boxed Services or on the Boxed Sites. Shipments of Alcoholic Beverages may be delivered on a different day or time from packages containing other Boxed products. Shipments of Alcoholic Beverages may also be delayed by the Licensed Vendor, in its sole discretion, due to weather conditions, such as excessive heat.
THE SIGNATURE OF AN ADULT AT LEAST 21 YEARS OF AGE IS REQUIRED AT THE TIME OF DELIVERY OF ANY PACKAGE CONTAINING AN ALCOHOLIC BEVERAGE. IF AN ADULT AT LEAST 21 YEARS OF AGE WITH A VALIDLY ISSUED GOVERNMENT IDENTIFICATION IS NOT PRESENT AT THE DELIVERY ADDRESS DURING BUSINESS HOURS, THE DELIVERY CARRIER WILL NOT DELIVER ANY ALCOHOLIC BEVERAGES. PRODUCTS CAN BE SHIPPED TO A PLACE OF BUSINESS OR RESIDENCE. WE CANNOT SHIP TO P.O. BOX OR APO BOXES.
Offer is only valid while supply lasts. Boxed and/or the Licensed Vendor(s) may restrict the application of any Promotions or Promo Codes to any order requests for Alcoholic Beverages placed through the Boxed Services or on the Boxed Sites. If an Alcoholic Beverage becomes unavailable from the applicable Licensed Vendor, the Licensed Vendor reserves the right to, in its sole discretion, to replace the product with an equivalent or similar product or refund you for the item.
Please note that, by placing an order request with a delivery address in Texas, New Hampshire, or Florida, you represent and warrant that any such delivery address is in an area that allows delivery of Alcoholic Beverages to a resident. Certain states, counties, cities, and towns expressly prohibit the direct shipment of Alcoholic Beverages to consumers and violation of such laws, rules, and/or regulations can be punishable as a misdemeanor or felony. Additionally, some states, counties, cities, and towns limit the quantity and type of Alcoholic Beverages permitted to be shipped to an individual address or individual consumer, and Licensed Vendors may cancel any order requests that exceed such limitations. If you have any questions about such local laws, rules, and/or regulations, please contact your local agency for further information.
If any communication from this web site is not in conformity with any jurisdiction rules and regulations governing solicitation, advertising, shipping and/or transacting business for the sale of Alcoholic Beverages in such jurisdiction, then such communication and any offers made herein in connection therewith, shall be void to the extent prohibited by law.
AS A THIRD-PARTY MARKETER OF ALCOHOLIC BEVERAGES, BOXED SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE PERTAINING TO THE ALCOHOLIC BEVERAGES.
8. INFORMATION AND PRODUCT DESCRIPTIONS
We may include product descriptions on the Boxed Sites or in the Boxed Services. We do not, however, represent or warrant that any such product descriptions, including weight and size, or other such statements or content are accurate, complete, reliable, current, or error-free. Product images used on the Boxed Sites are intended to represent brands or types of products and may not represent the exact size, flavor, type, quantity, or other specific details about the product you are purchasing. If you believe a product offered on the Boxed Sites, or through the Boxed Services, is not as described, your only remedy is to return it in unused condition or to seek redress from the manufacturer.
If you find a description in poor taste, please notify firstname.lastname@example.org and it will be edited in our sole discretion.
Submissions or opinions expressed in any of the Boxed Services or the Boxed Sites are that of the individual expressing such submission or opinion and may not reflect our opinions. Unless we expressly state otherwise, we do not endorse any submission or opinion expressed by a third party in any of the Boxed Services or the Boxed Sites. Unless we expressly state otherwise, the fact that Boxed has provided a link to a site is not an endorsement of the service or site, its content or its sponsoring organizations. We do not assume any responsibility or liability for the actions, product and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.
Any product representations or warranties expressed in any of the Boxed Services or the Boxed Sites are that of the vendor, manufacturer, distributor or supplier and are not made by us. Such representations and warranties include, but are not limited to vendor promises visible on the packaging of the product and hence in the product image within the any of the Boxed Services or the Boxed Sites.
The Boxed Services and/or the Boxed Sites may make available certain data, news, research, statistics, stories, product descriptions, labels, ingredient lists, product photographs, other photographs, opinions, or other information (collectively “Information”) that we may have prepared ourselves or that may have been prepared independently by and obtained by Boxed from manufacturers, vendors, suppliers, other services, news wires, statistics providers, journalists, authors, and other providers (collectively the “Information Providers”). We do not represent, warrant, guarantee, or certify the accuracy, completeness, reliability, timeliness, or correct sequencing of the Information made available on the Boxed Sites or through the Boxed Services. You agree that Boxed and the Information Providers shall not be liable in any way for the inaccuracy, incompleteness, untimeliness, or incorrect sequencing of the Information, or for any decision made or action taken by you relying upon the Information. You further agree that neither Boxed, nor the Information Providers will be liable in any way for the interruption of any data, Information or other aspect of the Sites. You understand that none of the Information available through the Boxed Services or the Boxed Sites constitutes a recommendation or solicitation to take or not take any action.
DISCLAIMER: ALTHOUGH WE WORK TO ENSURE THAT PRODUCT INFORMATION IS ACCURATE, ON OCCASION MANUFACTURERS MAY ALTER THEIR INGREDIENT LISTS AND ACTUAL PRODUCT CONSISTENCY, PACKAGING, AND MATERIALS MAY DIFFER FROM THE PRODUCT DESCRIPTIONS.
PRODUCTS MAY CONTAIN MORE AND/OR DIFFERENT INGREDIENTS THAN THE INFORMATION SHOWN ON OUR SITES. WE RECOMMEND THAT YOU DO NOT SOLELY RELY ON THE INFORMATION PRESENTED AND THAT YOU PLEASE ALWAYS READ LABELS, WARNINGS, AND DIRECTIONS PROVIDED ON PRODUCT PACKAGING BEFORE USING OR CONSUMING A PRODUCT. FOR ADDITIONAL INFORMATION ABOUT A PRODUCT, PLEASE CONTACT THE MANUFACTURER.
DISCLAIMER: CONTENT PROVIDED THROUGH THE BOXED SERVICES OR ON THE BOXED SITES IS FOR REFERENCE PURPOSES AND IS NOT INTENDED TO SUBSTITUTE THE ADVICE OF A PHYSICIAN, PHARMACIST, OR OTHER LICENSED HEALTH-CARE PROFESSIONAL. YOU SHOULD NOT USE THIS INFORMATION AS SELF-DIAGNOSIS OR FOR TREATING A HEALTH PROBLEM OR DISEASE. CONTACT YOUR HEALTH-CARE PROVIDER IMMEDIATELY IF YOU SUSPECT THAT YOU HAVE A MEDICAL PROBLEM. INFORMATION AND STATEMENTS REGARDING DIETARY SUPPLEMENTS HAVE NOT BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION AND ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR HEALTH CONDITION. WE ASSUME NO LIABILITY FOR INACCURACIES OR MISSTATEMENTS ABOUT PRODUCTS MADE THROUGH THE BOXED SERVICES OR ON THE BOXED SITES.
9. OUT OF STOCKS
If a product you have selected is not in stock, we reserve the right to, at our discretion, replace the product with an equivalent or similar product or refund you for the item. “Equivalent” or “similar” items may be the same brand but a different type, size or flavor, or may be the same type of product but a different brand, size or flavor. Price adjustments for alternate products will not be requested by us nor extended to you in the event of a product substitution.
10. REVIEWS, COMMUNICATIONS, AND CONTENT
The Boxed Sites may permit you, from time-to-time, to post reviews, pictures, comments and other content; send referral messages or information; and submit suggestions, ideas, comments, questions or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, abusive of the character margins, an obscene image derived from keyboard characters, infringing of intellectual property rights or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, chain letters, mass mailings or any form of “spam.” Boxed may, and it reserves its right to, remove or edit any such content, even though it is under no obligation to review, remove or edit such posted content.
You acknowledge that you are responsible for all materials you submit to Boxed through the Boxed Services, on the Boxed Sites or on other electronic communications (including through any part of Boxed administered by third parties like Facebook, Instagram, other social media platforms and the tools that allow you to interact with Boxed or the Boxed Sites through these social media platforms). This means you are responsible for the legality, accuracy, appropriateness, originality, and copyright of any such material you submit.
Unless we indicate otherwise, by submitting any content, you represent and warrant that: (1) that the content is accurate; (2) that use of the content you supply does not violate these Terms; and (3) you own or otherwise control all the rights to the content that you post. Boxed may, and it reserves its right to, remove or edit any such content, even though it is under no obligation to review, remove or edit such posted content.
Unless we indicate otherwise, if you submit any material to us, post any material on the Boxed Sites and/or provide us, including without limitation, ideas, know-how, techniques, questions, reviews, images, videos, comments, and suggestions (collectively, “Submissions”), you agree that such Submissions shall be treated as non-confidential and nonproprietary and you agree that you grant to Boxed an royalty-free, worldwide, perpetual, irrevocable and transferable right to use, copy, distribute, display, publish, perform, sell, lease, transmit, adapt, create derivative works from such Submissions by any means and in any form and in any media, and to translate, modify, reverse-engineer, disassemble, or decompile such Submissions. All Submissions shall automatically become our sole and exclusive property and shall not be returned to you. You further agree that Boxed is free to use any ideas, concepts, feedback, and know-how you provide to Boxed. You grant Boxed the right to use the name you submit in connection with such Submissions if we choose.
Without limiting any of the foregoing, Boxed is free to use any ideas, concepts, know-how or techniques contained in any Submissions you send to Boxed for any purpose whatsoever, including, but not limited to, developing and marketing products using such information.
Boxed does not endorse any submitted content or opinions on the Boxed Sites or through the Boxed Services and such submissions are that of the user expressing them.
11. INTELLECTUAL PROPERTY
All text, data, graphics, button icons, images, audio clips, and software (collectively, “Content”) on the Boxed Sites are the exclusive intellectual property of Boxed, are licensed to Boxed by third parties, or are otherwise permitted to be used by Boxed. The collection, arrangement, and assembly of all Content on the Boxed Sites (the “Compilation”) belongs exclusively to Boxed. The Boxed Services and the Boxed Sites, their Content and Compilation, and all software used therein is owned by, licensed to, or otherwise permitted to be used by Boxed and all owned intellectual property is protected by United States Copyright Act of 1976, as amended, and the copyright laws of other countries. All software used in any of the Boxed Services or the Boxed Sites (the “Software”) is the property of Boxed or its Software suppliers, which is also protected by U.S. and international copyright laws. Boxed, Boxed.com, Boxed Wholesale and other logos, slogans, trade names or words are trademarks and, in some cases, are pending registration.
The use of any of Boxed’s Intellectual Property (as defined below), or the Intellectual Property of third parties that appears on the Boxed Sites, or in the Boxed Services, without our express written consent, or the express written consent of such third parties, is strictly prohibited. “Intellectual Property” includes, but is not limited to, all Content, Compilation, Software, logos, slogans, trade names, meta tags, and all other copyrighted information, trademarks or service marks.
12. DISCLAIMERS OF WARRANTIES
Important: This section is important because it is a disclaimer by Boxed of certain warranties and liabilities. You understand and agree that Boxed will not assume responsibility for many items. We love our customers and we will always to try to do our best for each them, subject to all of the Terms and, specifically, these disclaimers.
THIS DISCLAIMER SECTION IS AN ESSENTIAL PART OF THE TERMS AND THIS AGREEMENT. THIS DISCLAIMER SECTION DOES NOT APPLY TO ANY PRODUCT WARRANTY MADE TO YOU BY THE MANUFACTURER OF THE PRODUCT.
THE BOXED SERVICES, THE BOXED SITES, AND ALL INFORMATION, SOFTWARE, CONTENT, MATERIALS, ITEMS, ADVICE, AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE BOXED SERVICES OR THE BOXED SITES ARE PROVIDED SOLELY ON AN 'AS IS' AND 'AS AVAILABLE' BASIS AND, THEREFORE, YOUR USE OF THE BOXED SERVICES AND/OR THE BOXED SITES IS AT YOUR RISK. BOXED MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE BOXED SERVICES, THE BOXED SITES OR ANY INFORMATION, SOFTWARE, CONTENT, MATERIALS, ITEMS, ADVICE, AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE BOXED SERVICES OR THE BOXED SITES.
WE DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES OF ANY KIND IN CONNECTION WITH THE USE OF THE BOXED SERVICES AND/OR THE BOXED SITES, WHETHER EXPRESS OR IMPLIED. THESE DISCLAIMERS INCLUDE, WITHOUT LIMITATION: THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; ANY WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING; THAT ACCESS TO THE BOXED SERVICES OR THE BOXED SITES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM INACCURACIES, MISTAKES OR TYPOGRAPHICAL ERRORS; THAT THE BOXED SERVICES OR THE BOXED SITES WILL BE SECURE; THAT THE BOXED SERVICES, THE BOXED SITES OR THE SERVERS THAT MAKE THE BOXED SERVICES AND/OR THE BOXED SITES AVAILABLE WILL BE VIRUS-FREE OR FREE OF OTHER HARMFUL COMPONENTS; THAT COMMUNICATIONS SENT FROM THE BOXED SERVICES, THE BOXED SITES, OR THIRD PARTIES WORKING ON BEHALF OF BOXED ARE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS; AND THAT THE BOXED SERVICES, THE BOXED SITES, OR ANY INFORMATION, SOFTWARE, CONTENT, MATERIALS, ITEMS, ADVICE, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE BOXED SERVICES, THE BOXED SITES, SERVERS, OR ELECTRONIC COMMUNICATIONS SENT FROM BOXED OR THIRD PARTIES WORKING ON BEHALF OF BOXED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT:
- YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE BOXED SERVICES AND/OR THE BOXED SITES AND THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE BOXED SERVICES AND/OR THE BOXED SITES MAY NOT BE SECURE AND MAY BE INTERCEPTED OR OTHERWISE ACCESSED BY UNAUTHORIZED PARTIES; AND
- BOXED IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR PROPERTY OR DATA THAT RESULTS FROM ANY MATERIALS YOU ACCESS OR DOWNLOAD FROM THE BOXED SITES OR THROUGH THE BOXED SERVICES.
NOTHING IN THIS SECTION SHALL EXCLUDE OR LIMIT THESE WARRANTIES, REPRESENTATIONS OR CONDITIONS TO THE EXTENT THEY MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, SUCH WARRANTIES, REPRESENTATIONS OR CONDITIONS WILL BE EXCLUDED AND LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
13. LIMITATION OF LIABILITY
Important: this section is important because it explains how, and the extent to which, Boxed limits many of its liabilities. Like many other companies, Boxed limits its liabilities for various reasons, including because it helps us to provide the Boxed Services and the Boxed Sites in an efficient and user-friendly manner.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER BOXED NOR ITS EMPLOYEES, BOARD OF DIRECTORS, OFFICERS, INVESTORS, REPRESENTATIVES, SUPPLIERS OR THIRD PARTY CONTENT PROVIDERS WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, SPECIAL DAMAGES, LOSS OF REVENUE OR INCOME, LOST PROFITS, EXEMPLARY, COST OF SUBSTITUTE GOODS OR SERVICES, OR SIMILAR DAMAGES SUFFERED OR INCURRED BY YOU OR ANY THIRD PARTY, ARISING FROM: (i) THE USE OF ANY OF THE BOXED SERVICES, THE BOXED SITES, OR INFORMATION, SOFTWARE, CONTENT, COMPILATIONS, AND OTHER SERVICES INCLUDED ON, OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE BOXED SERVICES OR THE BOXED SITES; (ii) ANY CONTENT POSTED ON THE BOXED SITES OR AVAILABLE THROUGH THE BOXED SERVICES (INCLUDING CLAIMS OF INFRINGEMENT RELATING TO THAT CONTENT); (iii) THE BOXED SERVICES, THE BOXED SITES OR ANY OTHER SITES YOU ACCESS THROUGH A LINK FROM THE BOXED SITES; (iv) THE CONDUCT OF THIRD PARTIES ON OR THROUGH THE BOXED SERVICES OR THE BOXED SITES; (v) ANY ACTIONS WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US; (vi) ANY DELAY IN OR INABILITY TO USE THE BOXED SERVICES OR THE BOXED SITES OR ANY INFORMATION, ITEMS, OR SERVICES ADVERTISED ON OR OBTAINED THROUGH THE BOXED SERVICES OR THE BOXED SITES; (vii) BOXED’S REMOVAL OR DELETION OF ANY MATERIALS SUBMITTED OR POSTED ON THROUGH THE BOXED SERVICES AND THE BOXED SITES; (viii) ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY SELLER, SHOPPER, OR OTHER USER OF THE BOXED SERVICES AND/OR THE BOXED SITES; OR (ix) OTHERWISE ARISING OUT OF YOUR USE OF THE BOXED SITES, IN EACH CASE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF BOXED, ITS SUPPLIERS, THIRD PARTY CONTENT PROVIDERS, OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, BOXED SHALL NOT BE RESPONSIBLE FOR ANY ACTIONS YOU MAY OR MAY NOT TAKE AS A RESULT OF USING THE BOXED SERVICES OR THE BOXED SITES, AND YOU EXPRESSLY AGREE THAT YOUR USE OF THE BOXED SERVICES AND THE BOXED SITES IS AT YOUR SOLE RISK. PLEASE DO NOT USE THE BOXED SERVICES AND/OR THE BOXED SITES WHILE DRIVING OR OPERATING HEAVY MACHINERY.
THIS SECTION AND LIMITATION APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, YOUR LOSS OF PROFITS, ANY THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS, OR USE OF ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS.
IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
THIS SECTION 13 DOES NOT PREVENT A RIGHT BY A RESIDENT OF THE STATE OF NEW JERSEY TO RECOVER CERTAIN DAMAGES (INCLUDING PUNITIVE DAMAGES AND EXEMPLARY DAMAGES) NOR DOES IT LIMIT BOXED’S TORT LIABILITY UNDER NEW JERSEY LAW RESULTING FROM BOXED’S OWN INTENTIONAL OR RECKLESS CONDUCT.
YOU AGREE THAT, IF ANY PORTION OF THIS SECTION IS FOUND INVALID, VOID, OR FOR ANY REASON UNENFORCEABLE, BOXED’S TOTAL LIABILITY TO YOU FOR DAMAGES OF ANY KIND REGARDING THE USE OF THE BOXED SERVICES OR THE BOXED SITES (REGARDLESS OF THE FOUNDATION FOR THE ACTION) SHALL NOT EXCEED THE VALUE OF A REFUND FOR ANY PRODUCT THAT IS RETURNED BY YOU TO BOXED. THIS LIMITATION EXPRESSLY APPLIES ONLY TO ECONOMIC DAMAGES ARISING FROM THE USE OF THE BOXED SERVICES AND SITES, AND DOES NOT APPLY TO PERSONAL INJURY OR ANY INJURY CAUSED BY ALLEGED FRAUD OF BOXED.
You agree, to the fullest extent permitted by law, to indemnify and hold Boxed and its affiliates, officers, directors, representatives, members, shareholders, agents, suppliers, distributors, employees, service or third party providers, contractors, subcontractors, and licensors harmless from any claim, demand, damages, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses, fees and court costs and reasonable attorneys’ fees and expenses incurred in connection with any litigation made by any third party arising from: (i) your use of and access of the Boxed Services or the Boxed Sites; (ii) your violation of any term of the Terms; (iii) your violation of law or of any third party right, including without limitation infringement of the rights of a third party or of any copyright, property, or privacy right; (iv) any claims resulting from content you supply; (v) you unconscionable commercial proacts; or (vi) any other claim that your use of the Boxed Services or the Boxed Sites caused damage to a third party. Boxed reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in any case, you agree to cooperate with Boxed if and as requested by Boxed in the defense of such matter.
15. RISK OF LOSS
All goods and products purchased by you from Boxed are delivered pursuant to a shipment contract by a third-party package delivery company. We shall use commercially reasonable efforts to ensure the performance of such third-party suppliers and shipping companies, but shall not be responsible for their failure or for their other acts or omissions.
16. RETURN POLICY
All return requests must be made within fourteen (14) days of delivery, as reported by the respective third-party package delivery company, to qualify for return. Return requests received more than fourteen (14) days after the date of delivery are not eligible for return.
All purchases made with a Promo Code or pursuant to a Promotion are final and are not eligible for return, unless the reason for the return request is for errors or inaccuracies in the order made by Boxed.
Users may not return items for reason of stock or inventory balancing, offsetting unused inventory, insufficient expiry period, inability to resell items, quantity miscalculation, or reversing initial acceptance of purchased orders. All specialized or custom purchases, including, without limitation, phone orders, orders made pursuant to purchase order, business orders, discounted orders, and custom pallet orders requiring special delivery accommodations by Boxed, are not eligible for return, unless otherwise agreed in writing by Boxed, in its sole discretion.
If the Return Policy allows for a return, or we otherwise agree to a return in writing, we do not take title to returned items until the item arrives at our fulfillment center. We will only issue a refund upon receiving the returned item at our fulfillment center. At our discretion, a refund may be issued without requiring a return. In this situation, we do not take title to the refunded item.
17. MODIFICATIONS TO THE BOXED SERVICES, THE BOXED SITES, AND TERMS
Boxed reserves the right to terminate, modify, cancel or discontinue, temporarily or permanently, all or any portion of the Boxed Services and/or the Boxed Sites with or without notice. Boxed also reserves the right to terminate, discontinue, modify or cancel any or all Promotions, including, without limitation Promo Codes and the Cash Rewards program, and/or the Terms, terms, any policy, FAQ, and/or guideline pertaining to the use of the Boxed Services, the Boxed Sites, and/or any Promotion, product, or service at any time and in its sole discretion without notice to you. Any changes or modifications to any of the foregoing will be effective immediately upon posting the revisions on the Boxed Sites or through the Boxed Services. As stated above, your use of the Boxed Sites, Boxed Services, any Promotion, Cash Rewards, Boxed Bold or any other product or service confirms your acceptance of the Terms and any such changes or modifications.
18. BOXED MOBILE APPLICATIONS
If you use the Boxed iOS app, your use of the Boxed Sites and Boxed Services is subject to this section.
Acknowledgment. Apple requires you to agree to certain terms. By using our iOS App, you acknowledge and agree that: (i) these Terms are concluded between you and Boxed only, and Apple is not a party to these Terms; (ii) as between Boxed and Apple, it is Boxed that is responsible for Boxed’s iOS app and the content thereof; (iii) Apple is not responsible for addressing any claims you have or any claims of any third party relating to the Boxed iOS app or your possession and use of the Boxed iOS app, including, but not limited to (a) product warranty or liability claims, (b) any claim that the Boxed iOS app fails to conform to any applicable legal or regulatory requirement, or (c) claims arising under consumer protection or similar legislation; and (iv) Apple has no obligation to furnish you with any maintenance or support services with respect to the Boxed iOS app.
In the event of any failure of the Boxed iOS app to conform to any applicable warranty that has not been effectively disclaimed by these Terms, you may notify Apple, and Apple will refund the purchase price for the Boxed iOS app (if any) to you; and that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Boxed iOS app, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty of Boxed will be Boxed’s responsibility, but only to the extent provided by these Terms. Please review these Terms in their entirety as they limit our liability as it pertains to this section and otherwise.
Apple as Third-Party Beneficiary. Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms with respect to your compliance with this section. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms against you as a third-party beneficiary thereof.
Maintenance and Support. Except as set forth above and to the extent required by applicable law, Boxed, and not Apple, is responsible for providing maintenance and support services with respect to the Boxed iOS app.
Intellectual Property Rights. You acknowledge that, in the event of any third-party claim that the Boxed iOS App or your possession and use of the Boxed iOS app infringes that third party’s intellectual property rights, Boxed, not Apple, will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
The Boxed app from Google Play Store
If you use the App from Google, Inc. or one of its affiliates or successors (“Google”) available through Google Play, your use of the Boxed Sites and Boxed Services is subject to this section. If there is any conflict between these Terms and the Google Play Developer Distribution Agreement and such other terms which Google designates as default end user license terms for Google Play (collectively, the “Google Play Terms”), the Google Play Terms shall apply.
19. LEGAL COMPLIANCE
You represent and warrant that (i) you 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.
20. TERMINATION AND EFFECT OF TERMINATION
In addition to any other legal or equitable remedies, we may, without prior notice to you, immediately terminate the Terms and/or or terminate or revoke any or all your rights granted under the Terms. Upon any such termination, you shall immediately cease all access to and use of the Boxed Services and the Boxed Sites and we shall, in addition to any other legal or equitable remedies, immediately revoke all usernames, password(s), and account identification issued to you and deny your access to and use of the Boxed Services, the Boxed Sites, any Promotions, products, or other services in whole or in part. Any termination of the Terms shall not affect the respective rights and obligations (including without limitation, payment obligations) of the parties arising before the date of termination.
The provisions of the Terms are intended to be interpreted in a manner which makes them valid, legal, and enforceable. If any provision of the Terms is found to be partially or wholly invalid, illegal or unenforceable, such provision shall be modified or restricted to the extent, and in the manner, necessary to render it valid, legal, and enforceable. It is expressly understood and agreed between the parties that such modification or restriction may be accomplished unilaterally by us, or alternatively, by disposition of an arbitrator or a court of law. If such provision cannot under any circumstances be so modified or restricted, it shall be excised from the Terms without affecting the validity, legality or enforceability of any of the remaining provisions.
22. DISPUTES - AGREEMENT TO ARBITRATE CONTROVERSIES
PLEASE READ THIS SECTION CAREFULLY – IT SIGNIFICANTLY AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.
Boxed and you agree that these Terms, and the use of the Boxed Sites and the Boxed Services, involve and affect interstate commerce and that the Federal Arbitration Act and federal arbitration law apply govern the interpretation and enforcement of this Section 22.
In these Terms, the capitalized word “Dispute” shall mean any dispute, claim, or controversy arising out of or relating to the Terms (including, for example, any dispute about the validity or enforceability of the Terms), the Boxed Services, the Boxed Sites, your use of any of the Boxed Services, Boxed Sites, Promotions, or to any products or services sold or distributed by Boxed or otherwise through the Boxed Services or the Boxed Sites, your access or any other party’s access to and/or use of the Boxed Services and the Boxed Sites, and/or the provision of content, products, services, and/or technology on or through the Boxed Services and/or the Boxed Sites.
In the event of a Dispute, Boxed or you must give the other party notice of the Dispute. This notice must include a brief written statement that sets forth the name, address, and contact information of the party giving it, as well as the facts giving rise to the Dispute and the relief requested. You must send any such notice to Boxed by email to email@example.com and by U.S. Mail to Boxed, Attention: Legal, 451 Broadway Avenue, Second Floor, New York, NY 10013. If Boxed has your contact information, we will send any such notice to you by U.S. Mail to the address you have set in your account settings and to your email address.
You agree to try to resolve any Dispute with us through informal negotiations which are to begin within 30 days of the date that any notice of Dispute is sent by email and U.S. Mail to the other party. You and we agree to use reasonable, good faith efforts to settle any Dispute through consultation and negotiations. If after 30 days of such consultation and negotiation, we still cannot resolve the Dispute and if you or Boxed do not want to continue reasonable, good faith efforts to settle the Dispute through consultation and negotiations, Boxed or you may then resort to the other alternatives described in this section.
Notwithstanding anything to the contrary contained in this Section 22, Disputes concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of the Boxed Services or the Boxed Sites shall not be subject to the notice, 30-day negotiation period, or arbitration as otherwise required by this Section 22.
Except as otherwise specifically set forth in this Section, if a Dispute of any kind between you and Boxed remains unresolved after 30 days of reasonable, good faith efforts to settle the Dispute through consultation and negotiations, the Dispute shall be resolved by binding arbitration. This arbitration provision will also apply to any Dispute between you and any present or future parent, subsidiary, or affiliate of Boxed, or any employee, officer, director, or investor of Boxed.
Except as otherwise specifically set forth in this Section, any Dispute will be resolved by binding arbitration, rather than in court; provided, however, that:
- if you have, in any manner, violated or threatened to violate Boxed’s intellectual property rights, Boxed may seek, and you shall not oppose, injunctive or other appropriate relief in any federal court located in New York County, New York, and you consent to exclusive jurisdiction and venue in such courts;
- if any court or arbitrator determines that the arbitration provisions provided in this Section 22 are void or unenforceable for any reason, then the applicable Dispute shall be litigated in federal court located in New York County, New York, and you consent to exclusive jurisdiction and venue in such courts; and/or
- Boxed or you may assert claims in small claims court, if the applicable claims qualify and where jurisdiction and venue over you and Boxed otherwise qualifies for such small claims court; provided, however, that if you decide to pursue a claim in small claims court, you agree that you shall still provide Boxed thirty 30 days’ prior written notice by email to firstname.lastname@example.org and by U.S. Mail to Boxed, Attention: Legal, 451 Broadway Avenue, Second Floor, New York, NY 10013.
Arbitration is more informal than a lawsuit in court in that there is no judge or jury in arbitration. Arbitration seeks to resolve disputes more quickly and court review of an arbitration award is limited. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages as a court (including injunctive and declaratory relief or statutory damages), and must follow these Terms as a court would. Boxed and you agree that dispositive motions, including without limitation motions to dismiss and motions for summary judgment, will be allowed in the arbitration. The arbitrator must follow these Terms and can award the same damages and relief as a court, including injunctive or other equitable relief and attorney’s fees. Boxed and you understand that, absent this mandatory arbitration provision and other applicable Terms, Boxed and you would have the right to sue in court and have a jury trial. Boxed and you further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and that the right to discovery may be more limited in arbitration than in court.
The arbitrator’s award will be in writing, shall be binding, and may be entered as a judgment in any court of competent jurisdiction.
Arbitration under this agreement shall take place in New York and shall be conducted by a single arbitrator, governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and administered by the AAA. The arbitration The AAA Rules and fee information are available at www.adr.org or by calling the AAA at 1- (800) 778-7879. You agree to submit to the personal jurisdiction of any state or federal court in New York, New York to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. You are responsible for all other additional costs that you may incur in the arbitration including, without limitation, attorney’s fees and expert witness costs unless Boxed is specifically required to pay such fees under applicable law.
To begin an arbitration proceeding, you must contact Boxed, in writing (the “Demand”), to inform us of your intent to arbitrate a dispute. This Demand must: briefly explain the dispute; list your name, your address, and, if applicable, the name of your representative; specify the amount of money in dispute, if applicable; identify the requested location for the arbitration, if an in-person hearing is requested; and state your demands. At the time you send the Demand to Boxed, you must also send the following to the AAA: (i) a copy of the Demand; (ii) a copy of these Terms; and (iii) the applicable filing fee. You may submit these materials to the AAA by mail, online, or in person at an AAA office. As of the date of these Terms, the AAA’s mailing address is (but it should be confirmed):
American Arbitration Association
Case Filing Services
1101 Laurel Oak Road, Suite 100
Voorhees, NJ 08043
If for any reason a Dispute between Boxed and you is before a court (e.g., if the arbitration provisions are found unenforceable), Boxed and you agree to waive, to the fullest extent allowed by law, any trial by jury. As more fully set forth above, we also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced.
You may opt not to be bound by the provisions requiring arbitration by sending written notice of your decision to opt out to Boxed by email to email@example.com. The notice must be sent within 30 days of your first use of any of the Boxed Services or the Boxed Sites after the posting of these Terms on November 30, 2016. If you do not opt out pursuant to this Section 22, you will be bound to arbitrate Disputes in accordance with the terms of this Section 22. If you opt out of the provisions requiring arbitration, Boxed will not be bound by the terms of this Section either with respect any Dispute it has with you.
23. CLASS ACTION WAIVER
PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.
For purposes of this section 23, we will also use the capitalized word “Dispute” to mean any dispute, claim, or controversy arising out of or relating to the Terms (including, for example, any dispute about the validity or enforceability of the Terms), the Boxed Services, the Boxed Sites, any products or services sold or distributed by Boxed or otherwise through the Boxed Services or the Boxed Sites, your access or any other party’s access to and/or use of the Boxed Services and the Boxed Sites, and/or the provision of content, products, services, and/or technology on or through the Boxed Services and/or the Boxed Sites.
Boxed and you agree to resolve any Dispute will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding. Boxed and you further agree to not participate in any consolidated, class, or representative proceeding (existing or future) brought by any third party arising out of or relating to any Dispute with a third party.
If any court or arbitrator determines that the class/consolidated/representative action waiver set forth in this section is void or unenforceable for any reason or that arbitration can proceed on a class, consolidated, or representative basis, then the disputes, claims, or controversies will not be subject to arbitration and must be litigated in federal court located in New York County, New York.
If any clause within this Class Action Waiver section is found to be illegal or unenforceable, that specific clause will be severed from this section, and the remainder of its provisions will be given full force and effect.
This Class Action Waiver section will also apply to any claims asserted by you against any present or future parent, subsidiary or affiliated company of Boxed, or any employee, officer, director, or investor of Boxed, and to any claims asserted by any of them against you, to the extent that any such claims is a Dispute.
24. GOVERNING LAW AND JURISDICTION
The laws of the State of New York apply to everything relating to your relationship and dealings with Boxed. This means that the Terms, any and all disputes, claims and controversies arising out of or relating to the Boxed Services or the Boxed Sites shall be governed by and construed exclusively in accordance with the laws of the State of New York, without giving effect to its conflict of laws provisions.
25. TYPOGRAPHICAL ERRORS
In the event a product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information received from our suppliers, we shall have the right to refuse or cancel any orders placed for product listed at the incorrect price. We shall have the right to refuse or cancel any such orders, even if the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is canceled, we shall, within a reasonably practicable amount of time, issue a credit to your credit card account in the amount of the charge.
26. COPYRIGHT COMPLAINTS
If you believe that your work has been copied in a way that constitutes copyright infringement, please contact:
451 Broadway, Second Floor
New York, NY 10013
Attention: Customer Service
27. OUR ADDRESS
Please send any questions or comments (including all inquiries unrelated to copyright infringement) regarding the Boxed Services or the Boxed Sites to:
451 Broadway, Second Floor
New York, NY 10013
Attention: Customer Service