ARBITRATION AND CLASS WAIVER NOTICE

Please note that these Shipping Protection Terms of Use contain an arbitration clause and class action wavier (see “Dispute Resolution, Arbitration. Class Waiver” section below). Through your agreement to these Terms of Service: (i) you and we agree to resolve through binding, individual arbitration, and not in court, any and all disputes arising from or relating to these Shipping Protection Terms of Use. You each expressly waive any rights to enforce this agreement in court or as a class, subject to the limited exceptions described below. THIS MEANS THAT ALL DISPUTES WILL BE DECIDED BY AN ARBITRATOR AND YOU ARE GIVING UP THE RIGHT TO GO TO COURT AND THE RIGHT TO A TRIAL BY JURY. AS WELL AS THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION.

TERMS OF USE

You (“You,” “Customer” or “User”) are entering this binding Agreement with SpringRose, Inc., a Delaware public benefit corporation (“Company”). Accordingly, you should read these Shipping Protection Terms of Use (“Terms of Use”) before purchasing Company’s Checkout+ product (“Shipping Protection”), which includes Shipping Protection services.  By purchasing Shipping Protection, Customer agrees to be bound by these Terms of Use and be liable to Company for any noncompliance with these Terms of Use.  If Customer does not agree to these Terms of Use, Customer should opt out of purchasing Shipping Protection.  

Shipping Protection Service. Company has implemented a Shipping Protection Program (“Program”) to provide Customers with Shipping Protection in connection with products (“Products”) purchased on Company’s website. Shipping Protection is offered as a service on Company’s websites, allowing Company to provide Customers with an option to purchase Shipping Protection as an add-on to ecommerce Product purchases. 

Verification of Loss of Damage. In the event of loss, damage, or theft during shipment of Product purchased by Customer on Company’s website(s), and upon verification in Company’s sole discretion that the Product was actually lost, damaged or stolen, Customer will be provided (at Customer’s election) with either (a) full replacement of the Product purchased by Customer and shipped by Company up to a retail value of $500.00, or (b) a refund in the amount of the purchase price paid by Customer for the Product up to a purchase price of $500.00.  For the avoidance of doubt, under no circumstances shall Company refund the price paid by Customer for Shipping Protection. 

Shipping Protection Fees.  Shipping Protection fees charged by Company shall be $3.28. Shipping Protection fees may vary from time to time, and may be changed in Company’s sole discretion. Company retains the absolute right to revise Shipping Protection fees at any time. In addition, Shipping Protection fees are non-refundable. 

No Insurance. Both Customer and Company agree and acknowledge that the relationship between them is contractual only and is not that of an insurer and insured. In addition, the value of Shipping Protection coverage is not and shall not constitute insurance of any kind whatsoever.   

Procedure for Shipping Protection.

Timely and Complete Notice of Claim. Customer must provide Company with Timely Notice of a claim under the Shipping Protection Program. Timely Notice is defined below for each of a loss, damage, or theft claim (each individually a “Claim”).

• Loss Claims: Must be filed no earlier than seven (7) days from the anticipated delivery date (as evidenced by shipment tracking data provided by Company or its authorized third-party provider) and no later than thirty (30) days from the date of the last scan in the package tracking data (as evidenced by shipment tracking data provided by Company or its authorized third-party provider).
• Theft & Damage Claims: Must be filed fifteen (15) days from the actual delivery date (as evidenced by shipment tracking data provided by Company or its authorized third-party provider).  

Upon receiving a timely Claim notice, Company will respond to Customer as soon as reasonably practicable. Customer may be required to provide information, documentation and evidence that purchased Product was lost, damaged or stolen. Such information and evidence may include proof of purchase, photographs, Customer’s shipment tracking records, and with respect to theft, copies of any report(s) filed with Customer’s local law enforcement agency. Customer agrees to provide any additional information or documentation as may be reasonably requested by the Company.

‍ Acceptance of Claim. In the event Company accepts Customer’s Claim, Company shall provide Customer with the option of either (a) full replacement of the Product purchased by Customer up to a retail value of $500.00, or (b) a refund in the amount of the purchase price paid by Customer for the Product up to a purchase price of $500.00.

• Product Replacement. In the event that Company determines that it will replace a lost, damaged, or stolen Product, Company will select, in its sole discretion, the method of processing and shipping the replacement Product.
• Product Refund. In the event that Company determines that it will issue a refund to Customer for the purchase price paid for the Product, Company will issue the refund to Customer using the payment method used by customer to purchase the original Product, including, but not limited to credit card, PayPal, Affirm, etc. For the avoidance of doubt, only the purchase price paid for Product may be refunded. Under no circumstances shall the purchase price for Shipping Protection be refunded to Customer. 

Untimely Notice. In the event that Customer fails to provide timely notice of a Claim as described herein, Company shall have no obligation to provide any benefit, including Product replacement or refund to Customer, and Customer shall not be provided with any benefit of Shipping Protection.  

Ownership of Original Product After Shipping Protection Fulfillment. Customer agrees that for any lost, damaged or stolen Product for which Company has accepted and fulfilled a Claim (either by providing a refund or replacement product), such lost, stolen or damaged Product(s) will be deemed the property of Company. Accordingly, Customer agrees to ship to Company any (A) damaged Products or items, or (B) any previously lost or stolen Product, if the Customer comes into possession of such lost or stolen Product. Customer further agrees that Company shall have the right to take any actions it deems appropriate to track any lost or stolen Product and in the event that Company comes into possession of such Products or items, Company will be deemed the sole and exclusive owner of such Product.

Claim Content. Company’s Customer Support webpage may allow Customer to submit information, comments, feedback, messages, photographs, evidence, and other information pertinent to Customer’s Claim (“Claim Content”).  Customer represents and warrants that Claim Content is not false, inaccurate, misleading, a violation of any law, an impersonation of, and does not purport to impersonate, another person or entity, or a virus or other harmful computer code, and does not contain a virus or other harmful code.

Eligibility. Shipping Protection is only available to Customers and delivery addresses in the United States of America. Customer represents and warrants that it (a) has the right, authority, and capacity to enter into these Terms of Use, (b) will abide by these Terms of Use, and (c) is at least 18 years of age. Customer’s eligibility to participate in Company’s Shipping Protection Program are contingent on Customer’s Compliance with these Terms of Use.

DISPUTE RESOLUTION, ARBITRATION, AND CLASS WAIVER

Arbitration of Disputes. IF ANY DISPUTE ARISES BETWEEN COMPANY AND YOU RELATING TO THE USE OF THIS WEBSITE OR ANY PRODUCTS OR SERVICES PURCHASED OR RECEIVED BY YOU, WE BOTH AGREE THAT THE DISPUTE WILL BE SETTLED ONLY THROUGH ARBITRATION. This means that neither Company nor you will sue in court before a judge or jury, individually or as a class member. Instead, one arbitrator will decide the dispute, and the arbitrator’s decision will be final except for a limited right of appeal under the Federal Arbitration Act. The arbitrator may award declaratory or injunctive relief only for the individual claims between us. 

The following processes shall govern the arbitration process: 

• The arbitration will take place in New York City. 
• Before commencing an arbitration, you agree to inform us of the nature of the claim and the relief you seek by sending an email to hello@springrose.co so stating with subject line "Arbitration Claim." 
• Within seven (7) days, we will contact you and thereafter you and we will attempt to resolve the claim or issue in a satisfactory way. 
• If, following these attempts at exploring a resolution, you intend to proceed with an arbitration claim, you and we will seek to reach an agreement on the selection of an arbitrator to hear and decide the dispute and how it will be heard, including whether to submit the dispute to the arbitrator only in written form, by proceedings conducted via video or in-person. 
• The arbitrator will be bound to follow applicable federal and state laws and regulations in deciding all issues and in rendering any award. The parties will be entitled to invoke the rules of discovery applicable to state court proceedings. 
• Each of us will pay our own attorneys’ fees and expenses. 
• No arbitration under these Terms of Use may be joined with another arbitration related to the subject matter hereof. 
• Notwithstanding the foregoing arbitration requirement, with regard to any actual or potential violation of our intellectual property rights, we may seek injunctive or other appropriate relief in the courts of New York City, NY USA, and you hereby consent to the exclusive jurisdiction of such courts and waive all objections thereto. 
• If for any reason a claim proceeds in court rather than in arbitration, to the extent enforceable by applicable law, we each waive any right to a jury trial. 
• You may reject any change we make to this Mandatory Arbitration section by sending us notice within 30 days of the change by U.S. Mail to the Company at: SpringRose, Inc. 534 3rd Ave, STE B PMB 1074, Brooklyn, New York 11215, and retaining a copy of that notice for your records. 
• You may opt out of this arbitration agreement. If you do so, neither you nor we can force the other to arbitrate. To opt out, you must notify us in writing no later than 30 days after first becoming subject to this arbitration agreement. Your notice must include your name and address, your username and the email address you used to set up your account (if you have one), and an unequivocal statement that you want to opt out of this arbitration agreement. Send your notice to: hello@springrose.co with the subject line "Arbitration Opt Out: Shipping Protection." In the event of a dispute between you and us, to invoke your opt-out right, you must retain a copy of your opt-out notice. 

Class Actions Waiver. COMPANY AND YOU AGREE THAT ANY PROCEEDINGS TO RESOLVE ANY DISPUTE, INCLUDING ARBITRATION AND LITIGATION IN COURT, WILL BE CONDUCTED INDIVIDUALLY ONLY. Neither of us will seek to have any dispute heard as a class action, a classwide arbitration, a private attorney-general action, or any other proceeding in which either of us acts or proposes to act as a representative for others. Company and you also agree that no arbitration or other proceeding will be combined with another arbitration or proceeding without the written consent of Company, you, and every other party to that arbitration or proceeding.

Entire Agreement. These Shipping Protection Terms of Use together with the Terms and Conditions of Company’s Website(s) constitute the entire agreement between the parties regarding the subject matter hereof and supersede all proposals and prior discussions and writings between the parties with respect to the subject matter contained herein.