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We ship wine to the following states:
Currently, we cannot ship wine to Alaska Provide your email address and we will notify you when that changes.
Last Updated: September 12, 2024
Welcome to Blue Apron and our Terms of Use (these “Terms”). These Terms are important and affect your legal rights, so please read them carefully. Note that Section 18 of these Terms contains a mandatory arbitration provision that requires the use of arbitration on an individual basis and limits the remedies available to you in the event of certain disputes.
By (a) accessing or using the websites, mobile applications or blogs (collectively, the “Sites”) provided by or on behalf of Blue Apron, LLC or our subsidiaries or other affiliates (collectively, “Blue Apron,” “we,” “us” or “our”) that link to these Terms or (b) ordering, receiving or using any meal ingredients or other products or services offered by Blue Apron through the Sites or through any third party retailer, online or e-commerce platform, mobile application, blog or other third party channel (collectively, "Third Party Channels") ((a) and (b) together, the "Products"), you agree to be bound by these Terms and all of the terms incorporated herein by reference, including our Privacy Policy. If you do not agree to these Terms, you may not access or use the Sites, order, receive or use the Products.
These Terms do not alter in any way the terms or conditions of any other agreement you may have with us in respect of any products, services or otherwise. If you are using the Sites on behalf of any person or entity, you represent and warrant that you are authorized to accept these Terms on such person or entity’s behalf and that such person or entity agrees to be responsible to us if you or such person or entity violates these Terms.
Blue Apron reserves the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending an email notification, providing notice through the Sites or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Sites or order, receive or use Products, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review the Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Sites or order, receive or use the Products. If you do not agree to the revised Terms, you may not access or use the Sites or order, receive or use the Products.
PLEASE REVIEW SECTION 18, TITLED THE “MANDATORY ARBITRATION AND CLASS ACTION WAIVER” CAREFULLY. UNLESS YOU OPT OUT OF ARBITRATION AS PROVIDED BELOW, THESE TERMS WILL REQUIRE YOU TO RESOLVE DISPUTES WITH BLUE APRON, NO MATTER WHEN ARISING OR ASSERTED, THROUGH BINDING INDIVIDUAL ARBITRATION (WITH LIMITED EXCEPTIONS). YOU ACKNOWLEDGE AND AGREE THAT YOU AND BLUE APRON EACH WAIVE THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
1. Privacy Policy
Please refer to our Privacy Policy for information about how we collect, use and disclose information about you.
2. Eligibility
The Sites are not targeted toward or intended for use by anyone under the age of 18. By using the Sites, you represent and warrant that you (a) are 18 years of age or older, (b) are a legal resident of the United States, (c) have not been previously suspended or removed from the Sites, or engaged in any activity that could result in suspension or removal from the Sites, (d) have not created or do not have more than one Blue Apron account, unless expressly permitted by Blue Apron, and (e) have full power and authority to enter into these Terms and in so doing will not violate any other agreement to which you are a party. In addition, if you are the purchaser or recipient of any wine Products via the Sites, you further represent and warrant that (x) you are 21 years of age or older and are otherwise eligible to purchase or receive such wine Products, and (y) the person signing for and accepting delivery of any such wine Products is an adult 21 years of age or older, and presented a valid form of identification confirming such fact, at the time of delivery of such wine Products.
We continually test new functionalities, services, options, initiatives, user interfaces, products and other features that we are considering developing, adding or incorporating into our Sites or Products (collectively, "Test Features"). We reserve the right, in our sole discretion, to include or exclude you, from these tests without notice and to discontinue or to modify any Test Feature at any time, for any or no reason, without prior notice and with no liability, to the fullest extent permitted by applicable law.
3. Registration, Account and Communication Preferences
3.1 Use of the Sites and Account Registration
To access and use certain areas or features of the Sites, you will need to register for a Blue Apron 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 Sites on your behalf, and (e) immediately notify us if you discover or otherwise suspect any security breaches related to the Sites or your account. You further understand and agree that Blue Apron 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.
3.2 Electronic Communications
By creating a Blue Apron account, you also consent to receive electronic communications from Blue Apron (e.g., via email or by posting notices to the Sites). 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.
3.3 SMS Communications Terms
Blue Apron may on occasion send you text messages for marketing, promotional, operational, or transactional purposes, such as updates on the delivery status of your order of our Product (collectively, “Blue Apron Texts”). The types of Blue Apron Texts you receive depend on the consent you’ve provided. You can provide us with your consent to receive Blue Apron Texts in multiple ways, such as by providing us with your phone number on the Sites or in connection with an order, through communications or transactions with us, or by opting into receiving Blue Apron Texts. By providing consent, you authorize us to use automated or nonautomated technology to send Blue Apron Texts to the number associated with your consent. We may send you an initial message confirming your enrollment in Blue Apron Texts.
3.4 E-SIGN Disclosure and Consent
By providing your consent to receive Blue Apron Texts (as described below), you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by emailing us at contact@blueapron.com with “Revoke Electronic Consent” in the subject line. These SMS Communications Terms will still apply if you withdraw consent to the use of an electronic record.
To view and retain a copy of this disclosure or any information regarding your enrollment in this program, you will need (i) a device (such as a computer or mobile phone) with a web browser and Internet access and (ii) either a printer or storage space on such device. For a free paper copy, or to update our records of your contact information, email us at contact@blueapron.com with contact information and the address for delivery.
3.5 Eligibility and Costs
By consenting to receive Blue Apron Texts, you represent that you are 18 years of age or older. You further represent that you are the subscriber to the relevant phone number or that you are the customary user of that number on a family or business plan and for which you are authorized to opt into Blue Apron Texts. You agree to keep your account information, including your phone number, current at all times.
Blue Apron does not charge you for Blue Apron Texts. But message and data rates may apply, so depending on your plan with your wireless or other applicable provider, you may be charged by your carrier or other applicable provider.
3.6 Opting Out of Blue Apron Texts
For services operated through (607) 414-8092, you can get help by texting HELP to (607) 414-8092, and you can opt out by texting STOP to (607) 414-8092. For Blue Apron Texts operated through a different number, text HELP to that number for help and STOP to that number to opt out. You must separately opt out of each number from which you’ve provided us with consent to receive Blue Apron Texts. After we receive your “STOP” text, we may send you confirmation of your opt-out via text message. Following an opt-out, you may continue to receive calls or messages for a short period of time while Blue Apron processes your request.
4. Terms of Sale
4.1. Meal Subscriptions; Continuous Subscriptions; Cancellation Policy
Meal Subscriptions. We offer different subscription plans for our meal ingredients (each, a “Meal Subscription”). The number of meal servings (i.e., an individual portion of meal ingredients) you receive and the amount you are charged may vary from week to week depending on the dietary preferences and other selections you make. For example, we may provide you with greater flexibility to choose the number of meal servings you receive each week. If your Meal Subscription changes, the applicable weekly Meal Subscription price may also change. Changes to your Meal Subscription, or other choices you may make (such as the number of meal servings you receive), may also result in changes to any applicable shipping and handling charges and meal delivery times. If we change the prices or other charges associated with our various Meal Subscription plans, we will provide you with notice of such changes, such as by email or a notice posted on our Sites. The fees for the Meal Subscriptions can be found on your Plan Settings page and may be subject to change in the future. For more information about our Meal Subscriptions, please visit the Pricing page on our website and our FAQs. Note that we do not currently deliver Meal Subscriptions to every location, so please visit our Zip Code Finder to see if we deliver to your area.
Continuous Subscriptions. WHEN YOU REGISTER FOR A MEAL SUBSCRIPTION, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (A) BLUE APRON (OR OUR THIRD-PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU ON A WEEKLY BASIS FOR YOUR MEAL SUBSCRIPTION (IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR MEAL SUBSCRIPTION CONTINUES, (B) THE AMOUNT YOU ARE CHARGED AND THE NUMBER OF MEAL SERVINGS YOU RECEIVE EACH WEEK MAY VARY DEPENDING ON THE PREFERENCES YOU SELECT, AND (C) YOUR MEAL SUBSCRIPTION IS CONTINUOUS UNTIL YOU CANCEL IT OR WE SUSPEND OR STOP PROVIDING ACCESS TO THE SITES OR APPLICABLE PRODUCTS IN ACCORDANCE WITH THESE TERMS. YOU MAY SKIP YOUR WEEKLY MEAL ORDER AS OFTEN AS YOU'D LIKE BY MANAGING YOUR DELIVERY SCHEDULE LOCATED ON YOUR UPCOMING PAGE. FOR MORE INFORMATION ABOUT OUR PRICING AND BILLING POLICIES RELATED TO MEAL SUBSCRIPTIONS, PLEASE VISIT THE PRICING PAGE ON OUR WEBSITE AND OUR FAQS.
Cancellation Policy. YOU MAY CANCEL YOUR MEAL SUBSCRIPTION ONLINE AT ANY TIME BY EMAILING CANCELLATIONS@BLUEAPRON.COM AND FOLLOWING THE INSTRUCTIONS IN OUR RESPONSE OR BY CONTACTING CUSTOMER SUPPORT. ANY MEAL ORDER(S) IDENTIFIED AS “PROCESSING” OR “SHIPPED” ON YOUR UPCOMING PAGE, HOWEVER, CANNOT BE CANCELLED. YOU WILL BE RESPONSIBLE FOR ALL CHARGES (INCLUDING ANY APPLICABLE TAXES AND OTHER CHARGES) INCURRED WITH RESPECT TO ANY MEAL ORDER IDENTIFIED AS "PROCESSING" OR "SHIPPED" PRIOR TO THE CANCELLATION OF YOUR MEAL SUBSCRIPTION.
In the event you cancel your Meal Subscription, please note that we may still send you promotional communications about Blue Apron, unless you opt out of receiving those communications by following the unsubscribe instructions provided therein.
4.2. Third Party Promotions
Third Party Promotional Products. From time to time, Blue Apron subscription boxes may contain certain sealed promotional product samples from third parties (“Third-Party Promotional Products”). Blue Apron does not control or endorse, and makes no representations or warranties regarding, any Third-Party Promotional Product. Third Parties providing promotional products may impose their own terms, policies or processes (“Third Party Terms”), separate from these Terms, and you should carefully review those Third Party Terms. Blue Apron expressly waives any liability for any damages (contract, tort, or otherwise) arising out of, or relating to, the inclusion of these Third-Party Promotional Products. Third Parties may separately provide limited representations and/or warranties regarding their products. This disclaimer does not apply to such product representations or warranties, but any such representations or warranties are provided solely by such third-party provider and not by Blue Apron. As permitted by applicable law, Blue Apron makes no representations or warranties of any kind, express or implied, as to the accuracy of the labeling of any Third-Party Promotional Product. If you decide to make use of any Third-Party Promotional Product, you do so entirely at your own risk.
4.3. Non-Subscription Products
Meal Purchases. From time to time we may make certain of our Products available on a non-subscription basis through our Sites (each, a "Meal Purchase"). For purposes of these Terms, Meal Purchases exclude meals and meal ingredients offered by Blue Apron Market, as described below.
Third Party Purchases. From time to time, certain of our Products may be offered through a Third Party Channel (each, a "Third Party Purchase"). Your use of or interaction with any Third Party Channel are solely between you and the third party. Blue Apron does not control or endorse, and makes no representations or warranties regarding, any Third Party Channel. Third Party Channels may impose their own terms, policies or processes ("Third Party Terms"), separate from these Terms, and you should carefully review those Third Party Terms. Your access to and use of such Third Party Channels and your acceptance of Third Party Terms is at your own risk.
Blue Apron Market. The Blue Apron Market is an online marketplace operated by Blue Apron Market, LLC, an affiliate of Blue Apron, LLC, where you can purchase Blue Apron meal products without a subscription. All Products purchased through Blue Apron Market are sold by Blue Apron Market, LLC. For more information, please visit the Blue Apron Market and our FAQs.
For purposes of these Terms, any Products referenced in this Section 4.4 are referred to as "Non-Subscription Products."
4.4. Gift Cards
Blue Apron may offer gift cards from time to time. By purchasing or redeeming a Blue Apron gift card you agree to our Gift Card Terms and Conditions, found here and here.
4.5. Free Trials
From time to time, to the extent legally permitted, we may offer free trials of certain subscriptions for specified periods of time without payment. If we offer you a free trial, the specific terms of your free trial will be provided in the marketing materials describing the particular trial or at registration. Free trials are limited to one (1) per household.
ONCE YOUR FREE TRIAL ENDS, WE (OR OUR THIRD-PARTY PAYMENT PROCESSOR) WILL BEGIN BILLING YOUR DESIGNATED PAYMENT METHOD ON A RECURRING BASIS FOR YOUR SUBSCRIPTION (PLUS ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR SUBSCRIPTION CONTINUES, UNLESS YOU CANCEL YOUR SUBSCRIPTION PRIOR TO THE END OF YOUR FREE TRIAL. INSTRUCTIONS FOR CANCELING YOUR SUBSCRIPTION ARE DESCRIBED IN SECTIONS 4.1 AND 4.2 ABOVE. PLEASE NOTE THAT YOU WILL NOT RECEIVE A NOTICE FROM US THAT YOUR FREE TRIAL HAS ENDED OR THAT THE PAID PORTION OF YOUR SUBSCRIPTION HAS BEGUN. WE RESERVE THE RIGHT TO MODIFY OR TERMINATE FREE TRIALS AT ANY TIME, WITHOUT NOTICE AND IN OUR SOLE DISCRETION.
4.6. Payment and Billing Information
By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your subscription or other purchase (including any applicable taxes and other charges) (collectively, as applicable, an “Order”). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your Order may be suspended or cancelled. You must resolve any payment method problems before we proceed with your Order. If you want to change or update your payment method information, you can do so at any time by logging into your account. If a payment is not successfully settled and you do not edit your payment method information or cancel your Meal Subscription, Wine Subscription, purchase of a Non-Subscription Product, or account, as applicable, you remain responsible for any uncollected amounts and, with respect to your Meal Subscription or Wine Subscription, authorize us to continue billing the payment method, as it may be updated.
You acknowledge that the amount billed may vary due to promotional offers, preferences you select, changes you make to your Meal Subscription, purchase of a Non-Subscription Product, or changes in applicable taxes or other charges, and you authorize us (or our third party-payment processor) to charge your payment method for the corresponding amount.
Notwithstanding anything provided above, for the purposes of this Section 4.6, any Third Party Purchase will be billed and charged in accordance with the applicable Third Party Terms.
4.7. Pricing and Availability
All prices on our Sites are shown in U.S. dollars and applicable taxes and other charges, if any, are additional. We reserve the right to adjust prices as we may determine in our sole discretion, at any time and without notice, including without limitation, as based on geographic or other criteria as we may establish from time to time; provided, however, that if we change the amounts or other charges associated with our various subscription plans, we will provide advance notice of such changes in accordance with Section 3. We will not, however, be able to notify you of changes in any applicable taxes. The shipment of meal ingredients or wine, as applicable, to you after our delivery of such notice will confirm your acceptance of such changes, unless you cancel your subscription(s) in accordance with the cancellation policies set forth in Sections 4.1 and 4.2, as applicable.
All of our Products are subject to availability, and we reserve the right to impose quantity limits on any Order, to reject all or part of an Order, to discontinue offering certain Products and to substitute Products (including, but not limited to, specific meal ingredients or entire meals) without prior notice. We strive to provide you with high-quality Products, and given the perishable nature of certain Products and market conditions beyond our control, we may be required to make substitutions from time to time. As indicated in Section 15, it is your responsibility to ensure that any substitution complies with any dietary restrictions, allergens, or other requirements. If you are not satisfied with a substitution, please contact us at contact@blueapron.com or contact@blueapronwine.com, as applicable.
4.8. Taxes
We will collect applicable sales, use and other tax (collectively, "Tax") on Products shipped to jurisdictions for which we determine we have a duty to collect Tax applicable to your purchase. If an item is subject to Tax, you agree that the amount of Tax shown at checkout may be adjusted. Several factors may cause this, such as variances between processor programs and changes in applicable Tax rates.
We will collect the simplified sellers use tax on Products delivered into Alabama and the tax will be remitted on your behalf to the Alabama Department of Revenue. Our program account number with the Alabama Department of Revenue is SSU-R010237573.
4.9. Shipping and Handling
You agree to pay any shipping and handling charges shown at the time you make a purchase. We reserve the right to increase, decrease, add or eliminate shipping and handling charges from time to time, but we will provide notice of the charges applicable to you before you make your purchase. Generally, shipping is handled by a third party courier. When you purchase a Product from our Sites, any shipping times shown are estimates only. Actual delivery dates may vary. You agree that you will not obtain, or direct shipment of, a Product for export.
All Products purchased from us are made pursuant to a shipment contract. This means that when you purchase a Product title to and the risk of loss of such Product passes to you upon the fulfillment partner’s delivery of such Product to the third party courier.
Notwithstanding anything provided above, for the purposes of this Section 4.9, shipping and handling for any Third Party Purchase will be made in accordance with and subject to the applicable Third Party Terms.
4.10. Deliveries
You are responsible for inspecting all Products for any damage or other issues upon delivery. In addition, you are solely responsible for determining the freshness of the Products you receive. We recommend that you use a thermometer to ensure that the internal temperature of any meat, poultry or seafood Product is 40° F or below. In the unlikely event that such temperature is above 40° F, or you have any other reason to believe that any other Product in your delivery or purchase is not suitable for consumption, contact us at contact@blueapron.com, or the applicable Third Party Channel, and discard the item. To maintain the quality and integrity of the Products, we recommend that you immediately refrigerate all perishable Products upon delivery or purchase and follow the U.S. Department of Agriculture’s (“USDA”) instructions on refrigeration and food safety, which can be found here. We recommend that you follow the USDA’s instructions on safe food handling, which can be found here. We also recommend that you use a food thermometer to ensure that all meat, poultry, seafood and other applicable items are cooked to the USDA’s recommended internal temperatures, which can be found here. Failure to follow safe food handling practices and temperature recommendations may increase the risk of foodborne 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, which can be found here.
If you are not at home when your meal delivery arrives, the courier will generally leave the package for you at your door, unless other delivery instructions have been communicated to you. Our meal ingredients may be packaged with insulated liners and gel packs and unless otherwise indicated will typically remain cold and fresh for several hours, but you should plan in advance for immediate and proper storage of your meal ingredients upon delivery. In certain areas, you may be able to provide additional delivery instructions when setting up your Blue Apron account, such as requesting that your delivery be left with a doorman or neighbor. Any individual at the delivery address who accepts a delivery from us is presumed to be authorized to receive such delivery. In cases in which you have designated an alternative receiver, such person shall accept the delivery under all of the same terms and conditions that would apply had you accepted the delivery yourself.
Notwithstanding anything provided above, packaging of and delivery instructions related to any Third Party Purchase may vary depending on the applicable Third Party Channel; accordingly, for the purposes of this Section 4.10, any deliveries of Third Party Purchases may be subject to additional applicable Third Party Terms.
In the case of inclement weather or other events beyond our control that interfere with our ability to deliver your Order, we will attempt to deliver your Order as soon as reasonably possible. In some cases, delivery may occur prior to the scheduled delivery date. If timely delivery of your meal ingredients is not feasible, we may cancel your meal delivery for the period so affected and issue you a Credit (as defined below) or refund of the purchase price for that meal delivery.
4.11. No Resale
You are not permitted to resell or otherwise use the Products for commercial purposes.
4.12. Returns, Replacements, Refunds, and Credits
If you are dissatisfied with a meal or meal ingredient ordered on our Sites for any reason, please contact us at contact@blueapron.com within seven (7) days of the date you received the meal. Depending on the circumstances, we may, in our sole discretion, replace the meal or meal ingredient at our expense, provide you a full or partial refund of the purchase price for that meal or meal ingredient, or provide you with Credits for that meal or meal ingredient that will automatically be applied to future deliveries under your Meal Subscription or Meal Purchases, as applicable. Notwithstanding the foregoing, Credits for certain types of Meal Purchases may require additional action on your part (e.g., application of a coupon code) in order to be applied to future purchases, which shall be communicated to you at the time of issuance.
We may require the return or photographic documentation of any Product that you are dissatisfied with before we provide you a refund, replacement, or Credit.
In certain circumstances, such as if we want to thank you for your patience with a delayed delivery or to address another customer service issue, we may provide you customer experience credits of promotional value that will be automatically applied to your next eligible Order under your Meal Subscription, or with respect to a Meal Purchase, as applicable (“Credits”). Credits may only be redeemed for the type of Product for which they were issued (i.e., Credits for a meal or meal ingredient may only be applied to future deliveries under your Meal Subscription or a Meal Purchase, as applicable). In addition to the foregoing, Credits for certain types of Meal Purchases may only be applied to future deliveries of the specific type of Meal Purchase for which they were issued. Credits are promotional in nature, are not transferable, and are not redeemable for cash or other property.
Credits only remain available if you maintain a valid Blue Apron account. That means that if you cancel your Blue Apron account, any outstanding Credits associated with your cancelled Blue Apron account, as applicable, will immediately expire. You may only redeem Credits after they are applied to your Blue Apron account. If for some reason you believe that there is a discrepancy regarding your Credit balance, please contact us at contact@blueapron.com for Meal Subscription or Meal Purchase-related Credit inquiries. All decisions regarding your Credit balance will be determined in our sole discretion and are final.
Notwithstanding anything provided above, for the purposes of this Section 4.12, returns of and refunds for any Third Party Purchases will be subject to the applicable Third Party Terms. If you are dissatisfied with any Third Party Purchases, please contact the applicable Third Party Channel for their return and refund policies.
5. License to Access and Use Our Sites and Content
Unless otherwise indicated in writing by us, the Sites and all content and other materials contained therein, including, without limitation, the Blue Apron logo and all designs, text, graphics, pictures, information, data, software, sound files, User Content (as defined in Section 11), other files and the selection and arrangement thereof (collectively, “Content”) are the proprietary property of Blue Apron or our licensors or users, as applicable, and are protected by U.S. and international copyright laws.
You are hereby granted a limited, nonexclusive, nontransferable, nonsublicensable license to access and use the Sites and Content. However, such license is subject to these Terms and does not include any right to (a) sell, resell or use commercially the Sites or Content, (b) distribute, publicly perform or publicly display any Content, (c) modify or otherwise make any derivative uses of the Sites or Content, or any portion thereof, (d) use any data mining, robots or similar data gathering or extraction methods, (e) download (other than the page caching) any portion of the Sites or Content, except as expressly permitted by us, and (f) use the Sites or Content other than for their intended purposes. Any use of the Sites or Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated by us, nothing in these Terms shall be construed as conferring any right or license to any patent, trademark, copyright or other proprietary rights of Blue Apron or any third party, whether by estoppel, implication or otherwise. This license is revocable at any time.
Notwithstanding anything to the contrary in these Terms, the Sites and Content may include software components provided by Blue Apron or a third party that are subject to separate license terms, in which case those license terms will govern such software components.
6. Repeat Infringer Policy; Copyright Complaints
In accordance with the Digital Millennium Copyright Act and other applicable laws, we have adopted a policy of limiting access to the Sites by, or terminating the accounts of, users, in appropriate circumstances and in our sole discretion, who infringe the intellectual property rights of others. If you believe that anything on the Sites infringes any copyright that you own or control, you may file a notification of such infringement with our designated agent as set forth below:
Name of Designated Agent: General Counsel
Address: Blue Apron, LLC, 150 Greenwich St, 57th Floor, New York, NY 10006 Phone: 888-278-4349
Fax: (585) 735-4819
Email: copyright@blueapron.com
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. You should also note that if you knowingly make any material misrepresentation in your notification that the material or activity is infringing, you will be liable for any damages, including, without limitation, costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.
7. Trademarks
“Blue Apron,” the Blue Apron logo and any other Blue Apron Product or service names, logos or slogans that may appear on the Sites or Products are trademarks of Blue Apron and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “Blue Apron” or any other name, trademark or Product or service name of Blue Apron without our prior written permission. In addition, the look and feel of the Sites and Products, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Blue Apron and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, Product names and company names or logos mentioned on the Sites or Products are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any Products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Blue Apron.
8. Hyperlinks
You are granted a limited, nonexclusive, nontransferable right to create a text hyperlink to the Sites for noncommercial purposes, provided that such link does not portray Blue Apron or any of our Products in a false, misleading, derogatory or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a Blue Apron logo or other proprietary graphic of Blue Apron to link to the Sites without our express written permission. Further, you may not use, frame or utilize framing techniques to enclose any Blue Apron trademark, logo or other proprietary information, including the images found on the Sites or Products, the content of any text or the layout or design of any page, or form contained on a page, on the Sites without our express written consent.
Blue Apron makes no claim or representation regarding the quality, content, nature or reliability of third party websites accessible by hyperlink from the Sites or of websites linking to the Sites. Such sites are not under our control and we provide these links to you only as a convenience. The inclusion of any link does not imply our affiliation, endorsement or adoption of any site or any information contained therein. Except as otherwise provided herein, when you leave the Sites, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Sites.
9. Third Party Content
We may display content, advertisements and promotions from third parties through the Sites or in shipments with Products (collectively, “Third Party Content”). We do not control, endorse or adopt any Third Party Content, and we make no representations or warranties of any kind regarding such Third Party Content, including, without limitation, regarding its accuracy or completeness. You acknowledge and agree that your interactions with third parties providing Third Party Content are solely between you and such third parties.
10. User Conduct
You agree that you will not violate any law, contract, intellectual property or other third party right or commit a tort, and that you are solely responsible for your conduct, while accessing or using the Sites. You agree that you will abide by these Terms and will not:
11. User Content
The Sites may include interactive features and areas that allow users to create, post, share or store content, including, but not limited to, recipes, reviews, photos, videos, music, sound, text, graphics, code, items or other materials (collectively, “User Content”). If you decide to share your User Content with others through the Sites or third party platforms, you understand that this User Content will be viewable by others in accordance with the privacy settings you establish. You agree that you are solely responsible for your User Content and for your use of any interactive features and areas of the Sites.
By using the interactive features and areas of the Sites, you further agree not to create, post, share or store any of the following:
Although we have no obligation to screen, edit or monitor User Content, we reserve the right, and have absolute discretion, to remove, screen or edit User Content posted or stored on the Sites at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Sites at your sole cost and expense.
12. Rights in User Content
If you submit content you own, 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 Sites or to our pages or feeds on third party social media platforms (e.g., Blue Apron’s Facebook page, Instagram page or Twitter feed), you hereby grant Blue Apron 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.
By uploading, posting or submitting User Content to Blue Apron through the Sites or through our pages or feeds on third party social media platforms, 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 Blue Apron 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.
13. Feedback
Separate and apart from User Content, you can submit questions, comments, suggestions, ideas, original or creative materials or other information about Blue Apron, the Sites or the Products (collectively, “Feedback”). Feedback is nonconfidential and shall become the sole property of Blue Apron. Blue Apron shall own exclusive rights, including, without limitation, all intellectual property rights, in and to such Feedback and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
14. Indemnification
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Blue Apron, and our respective past, present and future employees, officers, directors, contractors, consultants, equityholders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Blue Apron Parties”), from and against all actual or alleged Blue Apron Party or third party 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”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) any use or misuse of the Sites, Content or Products by you or any third party you authorize to access or use such Sites, Content or Products, (b) any User Content you create, post, share or store on or through the Sites or our pages or feeds on third party social media platforms, (c) any Feedback you provide, (d) your violation of these Terms, and (e) your violation of the rights of another. You agree to promptly notify Blue Apron of any third party Claims, cooperate with the Blue Apron Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees and expenses, court costs, costs of settlement and costs of pursuing indemnification and insurance). You further agree that the Blue Apron Parties shall have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Blue Apron.
15. Disclaimers
YOU ARE SOLELY RESPONSIBLE FOR, AND ASSUME ALL RISKS RELATED TO, THE PROPER AND SAFE WASHING, HANDLING, PREPARATION, STORAGE, COOKING, USE AND CONSUMPTION OF THE PRODUCTS. YOU ARE ALSO SOLELY RESPONSIBLE FOR KNOWING ABOUT ANY FOOD ALLERGIES YOU MAY HAVE AND VERIFYING THE PRODUCTS AND THEIR CONTENTS BEFORE HANDLING, PREPARING, USING OR CONSUMING SUCH PRODUCTS. FURTHER, YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT WE STORE, PORTION AND PACKAGE PRODUCTS CONTAINING ALL NINE (9) MAJOR U.S. ALLERGENS (MILK, WHEAT, EGG, SOY, FISH, SHELLFISH, PEANUTS, TREENUTS AND SESAME) AND CANNOT GUARANTEE THAT CROSS-CONTAMINATION WILL NOT OCCUR BETWEEN PRODUCTS.
WE ATTEMPT TO DISPLAY THE PRODUCTS AND OTHER MATERIALS AND INFORMATION YOU VIEW ON THE SITES, INCLUDING PRICING AND NUTRITIONAL INFORMATION, AS ACCURATELY AS POSSIBLE. HOWEVER, WE DO NOT GUARANTEE THE ACCURACY OF SUCH MATERIALS AND INFORMATION. IN THE EVENT OF AN ERROR ON OUR SITES, IN AN ORDER CONFIRMATION, IN PROCESSING OR DELIVERING AN ORDER OR OTHERWISE, WE RESERVE THE RIGHT TO CORRECT SUCH ERROR AND REVISE YOUR ORDER ACCORDINGLY (INCLUDING CHARGING THE CORRECT PRICE) OR TO CANCEL YOUR ORDER AND ISSUE YOU A REFUND. YOU FURTHER AGREE THAT THE PRODUCTS AND OTHER MATERIALS YOU RECEIVE IN YOUR ORDER MAY VARY FROM THE PRODUCTS AND MATERIALS DISPLAYED ON THE SITES DUE TO A NUMBER OF FACTORS, INCLUDING, WITHOUT LIMITATION, SYSTEM CAPABILITIES AND CONSTRAINTS OF YOUR COMPUTER, MANUFACTURING PROCESS OR SUPPLY ISSUES, THE AVAILABILITY AND VARIABILITY OF PRODUCTS, DISTINCT COOKING OR OTHER PREPARATION METHODS AND VARIABILITY OF COOKING EQUIPMENT AND APPLIANCES. THE SITES MAY CONTAIN INFORMATION ABOUT PRODUCTS THAT ARE NOT AVAILABLE IN EVERY LOCATION. A REFERENCE TO A PRODUCT ON THE SITES DOES NOT IMPLY OR GUARANTEE THAT IT IS OR WILL BE AVAILABLE IN YOUR LOCATION OR AT THE TIME OF YOUR ORDER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING ANY CONTENT RELATED TO OUR PRODUCTS PROVIDED BY OR DISPLAYED THROUGH A THIRD PARTY CHANNEL, INCLUDING, WITHOUT LIMITATION, REGARDING ITS ACCURACY OR COMPLETENESS.
EXCEPT AS MAY BE PROVIDED IN A WARRANTY BY THE MANUFACTURER OF A PRODUCT, ALL PRODUCTS AND THE SITES AND CONTENT ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. BLUE APRON DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SITES, CONTENT AND PRODUCTS, ANY WARRANTIES THAT ARISE FROM TRADE USAGE OR CUSTOM, AND ANY WARRANTIES THAT THE SITES OR PRODUCTS WILL BE FREE AND CLEAR FROM ANY ADVERSE LIEN OR SECURITY INTERESTS.
THIRD PARTY PROMOTIONAL PRODUCTS. WE DO NOT MANUFACTURE OR CONTROL ANY OF THE SEALED SAMPLE FOOD OR NON-FOOD PRODUCTS OFFERED IN PARTNER PROMOTIONS. ACCORDINGLY, WE DO NOT PROVIDE ANY WARRANTIES WITH RESPECT TO ANY SUCH THIRD-PARTY PROMOTIONAL PRODUCTS OFFERED ON OUR SITE OR PROVIDED IN MEAL OR WINE SUBSCRIPTION BOXES. YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER'S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.
We reserve the right to change any and all Content and to modify, suspend or stop providing access to the Sites (or any features or functionality of the Sites) and the Products at any time without notice and without obligation or liability to you. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier, vendor or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by us.
16. Limitation of Liability; Release
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE BLUE APRON 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 SITES OR CONTENT (INCLUDING, BUT NOT LIMITED TO, USER CONTENT, THIRD PARTY CONTENT AND LINKS TO THIRD PARTY SITES), OR THE ORDER, RECEIPT OR USE OF ANY PRODUCT, OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM ANY BLUE APRON PARTY, OR FROM EVENTS BEYOND THE BLUE APRON 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 BLUE APRON 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 BLUE APRON PARTIES (JOINTLY) ARISING OUT OF OR IN ANY WAY RELATED TO (A) THE ORDER, RECEIPT OR USE OF PRODUCTS PURCHASED FROM BLUE APRON MARKET, LLC EXCEED THE AMOUNT PAID FOR SUCH PRODUCTS; AND (B) THE ORDER, RECEIPT OR USE OF MEAL INGREDIENTS, OR ACCESS OR USE OF THE SITES OR CONTENT, EXCEED THE GREATER OF $250 OR THE AMOUNT YOU PAID TO US IN THE ONE (1) 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 BLUE APRON 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.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU, ON BEHALF OF YOUR HEIRS, EXECUTORS, ADMINISTRATORS, LEGAL AND PERSONAL REPRESENTATIVES, HEREBY RELEASE, WAIVE, ACQUIT AND FOREVER DISCHARGE THE BLUE APRON PARTIES FROM AND AGAINST, AND COVENANT NOT TO SUE ANY SUCH BLUE APRON PARTY FOR, ALL CLAIMS YOU HAVE OR MAY HAVE ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE 1542, 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.”
THE LIMITATIONS SET FORTH IN THIS SECTION 16 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE DIRECTLY AND PROXIMATELY CAUSED BY PRODUCTS YOU PURCHASE FROM US, OR FOR OUR FRAUD, GROSS NEGLIGENCE, OR INTENTIONAL, WILLFUL, MALICIOUS OR RECKLESS MISCONDUCT.
THIRD PARTY PROMOTIONAL PRODUCTS. IN NO EVENT SHALL BLUE APRON BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF, OR AS A RESULT OF, ANY THIRD-PARTY PROMOTIONAL PRODUCT INCLUDED IN BLUE APRON DELIVERY BOXES, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OR FORESEEABILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS BLUE APRON, AND OUR RESPECTIVE PAST, PRESENT AND FUTURE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, CONSULTANTS, EQUITYHOLDERS, SUPPLIERS, VENDORS, SERVICE PROVIDERS, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, PREDECESSORS, SUCCESSORS AND ASSIGNS (INDIVIDUALLY AND COLLECTIVELY, THE “BLUE APRON PARTIES”), FROM AND AGAINST ALL ACTUAL OR ALLEGED BLUE APRON PARTY OR THIRD PARTY 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, INCLUDING, BUT NOT LIMITED TO, DAMAGES TO PROPERTY OR PERSONAL INJURY, THAT ARE CAUSED BY, ARISE OUT OF OR ARE RELATED TO (A) ANY USE OR MISUSE OF THE THIRD-PARTY PROMOTIONAL PRODUCTS BY YOU OR ANY THIRD PARTY YOU AUTHORIZE TO ACCESS OR USE SUCH THIRD-PARTY PROMOTIONAL PRODUCTS, (B) ANY FEEDBACK YOU PROVIDE REGARDING THE THIRD-PARTY PROMOTIONAL PRODUCTS, AND (C) YOUR VIOLATION OF THESE TERMS WITH RESPECT TO THE THIRD-PARTY PROMOTIONAL PRODUCTS.
OUR SOLE AND ENTIRE MAXIMUM LIABILITY RELATING TO ANY THIRD-PARTY PROMOTIONAL PRODUCT, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS AND SERVICES YOU HAVE ORDERED FROM BLUE APRON.
THE LIMITATION OF LIABILITY SET FORTH ABOVE SHALL: (I) ONLY APPLY TO THE EXTENT PERMITTED BY LAW AND (II) NOT APPLY TO (A) LIABILITY RESULTING FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND (B) DEATH OR BODILY INJURY RESULTING FROM OUR ACTS OR OMISSIONS.
17. Modifications to the Sites and Products
We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Sites (or any features or parts thereof) or the provision of the Products at any time.
18. Dispute Resolution; Arbitration
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH BLUE APRON AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. SPECIFICALLY, THE FOLLOWING SECTION MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT FILED IN COURT.
18.1. Mutual Arbitration Agreement
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) arising out of or related to a violation of Section 10 or 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, you and Blue Apron agree (a) to waive your and Blue Apron’s respective rights to have any and all Disputes arising from or related to these Terms, or the Sites, Content or Products (including, without limitation, Third Party Purchases), resolved in a court, and (b) to waive your and Blue Apron’s respective rights to a jury trial. Instead, you and Blue Apron agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
You and Blue Apron agree that all claims, disputes, or disagreements that may arise out of the interpretation or performance of these Terms (including their formation, performance, and breach) or payments by or to Blue Apron, or that in any way relate to the provision or use of the Services, your relationship with Blue Apron, or any other dispute with Blue Apron, shall be resolved exclusively through binding arbitration in accordance with this Section18 (the "Agreement"). This includes claims that arose, were asserted, or involve facts occurring before the existence of this or any prior Agreement as well as claims that may arise after the termination of this Agreement. This Agreement is governed by the Federal Arbitration Act ("FAA") in all respects, and evidences a transaction involving interstate commerce. You and Blue Apron expressly agree that the FAA shall exclusively govern the interpretation and enforcement of this Agreement. If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply.
Except as set forth in this Section 18.1, the arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms and this Agreement, including, but not limited to any claim that all or any part thereof are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of JAMS administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity.
Notwithstanding the parties' decision to resolve all disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction; (ii) bring an action in state or federal court to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights); and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party's claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party's right to arbitration under this agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action.
You and Blue Apron agree to submit to the personal jurisdiction of any federal or state court in New York, New York, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and in connection with any such proceeding, further agree to accept service of process by U.S. mail and hereby waive any and all jurisdictional and venue defenses otherwise available.
Except as set forth in Section 18.2 below, if any provision of this Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions thereof remain in full force and effect.
THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE THE CLAIM, AND THAT RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY BE LIMITED IN ARBITRATION. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU AND BLUE APRON ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
18.2. Class Action and Collective Relief Waiver
YOU AND BLUE APRON ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT IN SECTION 18.8 BELOW, THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED OR LITIGATED ON A CLASS, JOINT, COLLECTIVE OR CONSOLIDATED BASIS OR IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS CLAIMS AS A PRIVATE ATTORNEY GENERAL OR FOR PUBLIC INJUNCTIVE RELIEF). EXCEPT AS SET OUT IN SECTION 18.8 BELOW, UNLESS BOTH YOU AND BLUE APRON OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT PRESIDE OVER ANY FORM OF ANY CLASS, JOINT, COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING ANY DECLARATORY OR INJUNCTIVE RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT AWARD RELIEF FOR OR AGAINST ANYONE WHO IS NOT A PARTY TO THE PROCEEDING.
This Class Action and Collective Relief Waiver and the provisions in Section 18.8 are an essential part of this "Dispute Resolution" section, and if it is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor Blue Apron may arbitrate such claim or dispute. Notwithstanding the foregoing, if a court or arbitrator (or where applicable, JAMS) determine that either the Class Action and Collective Relief Waiver or the provisions in Section 18.8 are not enforceable as to a particular claim or request for relief and all appeals from that decision have been exhausted (or the decision is otherwise final), then the parties agree that that particular claim or request for relief may proceed in court but shall be severed and stayed pending arbitration of the remaining claims. This provision does not prevent you or Blue Apron from participating in a class-wide settlement of claims.
18.3. Federal Arbitration Act
You and Blue Apron agree that these Terms affect interstate commerce and that the enforceability of this Section 18 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
18.4. Notice; Informal Dispute Resolution
A dispute might arise between you and Blue Apron. If that happens, Blue Apron is committed to working with you to reach a reasonable resolution. For any issue or dispute that arises between you and Blue Apron, both parties acknowledge and agree that they will first make a good faith effort to resolve it informally before initiating any formal dispute resolution proceeding in arbitration or otherwise. This includes first sending a written description of the dispute to the other party. You and Blue Apron agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Blue Apron shall be sent by certified mail or courier to Blue Apron, LLC, Attn: General Counsel, 150 Greenwich St., New York, NY 10006. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Blue Apron account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with Section 3 and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Blue Apron cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Blue Apron may, as appropriate and in accordance with this Section 18, commence an arbitration proceeding or, to the extent specifically provided for in Section 18.1, file a claim in court.
The aforementioned informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fee or other deadlines will be tolled while the parties engage in this informal dispute resolution process. Failure to engage in this process could result in the award of fees against you in arbitration.
18.5. Process
EXCEPT FOR DISPUTES ARISING OUT OF OR RELATED TO A VIOLATION OF SECTION 10 OR 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, YOU AND BLUE APRON AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR BLUE APRON WITHIN ONE (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND BLUE APRON WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and Blue Apron agree that (a) any arbitration will occur in the State of New York, County of New York, Borough of Manhattan, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the rules of the Judicial Arbitration and Mediation Services (“JAMS”), which are hereby incorporated by reference, and (c) that the state or federal courts of the State of New York and the United States, respectively, sitting in the State of New York, County of New York, Borough of Manhattan, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
18.6. Rules of JAMS
The arbitration will be administered by JAMS and resolved before a single arbitrator. If JAMS is not available to arbitrate, the parties will select an alternative arbitration provider, but in no event shall any arbitration be administered by the American Arbitration Association. Except as modified by this "Dispute Resolution" provision, JAMS will administer the arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000, in each case applying the rules and procedures in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class or representative actions. You can find the JAMS rules and procedures here at this link. The Applicable JAMS rules and procedures are available at https://www.jamsadr.com/adr-rules-procedures/or by calling JAMS at (800) 352-5267. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the rules of JAMS, or (b) waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
Pursuant to the applicable JAMS Rules and Consumer Arbitration Minimum Standards, you will be required to pay $250 to initiate an arbitration against Blue Apron. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, the arbitrator may require Blue Apron to pay the portion of that fee that exceeds the cost of filing suit. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise. If the arbitrator finds the arbitration to be non-frivolous, Blue Apron will pay all of the actual filing and arbitrator fees for the arbitration, provided your claim does not exceed $75,000. For claims above $75,000, fees and costs will be determined in accordance with applicable JAMS rules. The arbitration rules permit you to recover attorneys’ fees in certain cases.
The parties agree that JAMS has discretion to modify the amount or timing of any administrative or arbitration fees due under JAMS's Rules where it deems appropriate (including as specified in Section 18.8), provided that such modification does not increase the costs to you, and you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this Section 18 while such challenge remains pending before JAMS, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.
18.7. Authority of Arbitrator
As limited by the FAA, these Terms and the applicable JAMS rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator's award of damages and/or other relief must be consistent with section 18.2 above and also must be consistent with the terms of the section on "Limitation of Liability" (see Section 16 – above) as to the types and the amounts of damages or other relief for which a party may be held liable. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
18.8. Batch Arbitration
To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to JAMS (or another arbitration provider selected in accordance with Section 18.6 if JAMS is unavailable) against Blue Apron within reasonably close proximity, the arbitration provider shall (i) administer the arbitration demands in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands); (ii) designate one arbitrator for each batch; and (iii) provide for a single filing fee due per side per batch. Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable JAMS rules and procedures for such selection, and the arbitrator will determine the location where the proceedings will be conducted. You agree to cooperate in good faith with Blue Apron and the arbitration provider to implement such a “batch approach” or other similar approach to provide for an efficient resolution of claims, including the payment of single filing and administrative fees for batches of claims. This "Batch Arbitration" provision shall in no way be interpreted as authorizing class arbitration of any kind. Blue Apron does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this section 18.7.
18.9. Severability
If any term, clause or provision of this Section 18 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 18 will remain valid and enforceable. Further, the waivers set forth in Section 18.2 are severable from the other provisions of these Terms and will remain valid and enforceable, except as prohibited by applicable law.
18.10. Opt-Out Right
Blue Apron's updates to these Terms do not provide you with a new opportunity to opt out of arbitration if you agreed to a previous version of the Terms and did not validly opt out of arbitration. Blue Apron will continue to honor any valid opt outs if you opted out of arbitration in a prior version of the Terms. If you create a Blue Apron account for the first time on or after June 14, 2023, you may opt out of arbitration. To opt out, you must notify Blue Apron in writing no later than 30 days after first becoming subject to the Dispute Resolution provisions of these Terms. Your notice must include your full name, mailing address, the email address associated with your Blue Apron account, a clear statement that you want to opt out of this Mutual Arbitration Agreement, and your original signature. The notice cannot be signed by your attorney, agent, or other representative, and you may only opt out on behalf of yourself individually. You must send your opt-out notice by U.S. Postal Service certified mail to: Blue Apron, LLC, Attn: General Counsel, 150 Greenwich St., 57th Floor, New York, NY 10006.
18.11 Changes
Blue Apron will provide 30 days' notice of any changes to this "Dispute Resolution" section, but any such changes will not apply to any individual claim(s) of which Blue Apron already has actual notice. If Blue Apron changes this "Dispute Resolution" section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you agree that your continued use of the Platform or Services 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may reject any such change by providing Blue Apron written notice of such rejection by certified mail to: Blue Apron, LLC, Attn: General Counsel, 150 Greenwich St., 57th Floor, New York, NY 10006, within 30 days of the date such change became effective, as indicated in the "Effective" date above. To be effective, the notice must include your full name and clearly indicate your intent to reject changes to this "Dispute Resolution" section. If you reject changes pursuant to this paragraph and were already bound by an existing agreement to arbitrate disputes under a previous version of the Terms, then that existing arbitration agreement shall remain in full force and effect.
19. Governing Law and Venue
These Terms, your access to and use of the Sites and your order, receipt and use of the Products shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to conflict of law rules or principles (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of New York and the United States, respectively, sitting in the State of New York, County of New York, Borough of Manhattan.
20. 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 Sites 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 and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.
21. Severability
If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
22. Survival
The following sections will survive the expiration or termination of these Terms and the termination of your Blue Apron account: all defined terms and Sections 1, 3, 4, 5 (first paragraph only), 6, 7, 8 (second paragraph only), 9 through 23.
23. Miscellaneous
These Terms constitute the entire agreement between you and Blue Apron relating to your access to and use of the Sites and your order, receipt and use of Products. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Blue Apron. No waiver of any provision of these Terms will constitute a waiver of such provision in any prior, concurrent or subsequent circumstance, and Blue Apron’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.