TERMS

PLEASE READ THIS TERMS OF SERVICE AND USAGE AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES. 

1. OVERVIEW 

This Terms of Service and Usage Agreement (this “Agreement”) is entered into by and between Gold Medal Bakery, Inc. and Bakery Products Corporation d/b/a Bakerybox.com (collectively “BakeryBox”) for any payment services and you and is made effective as of the date of your use of this website ("Site") or the date of electronic acceptance. This Agreement sets forth the general terms and conditions of your use of the Site and the products and services purchased or accessed through this Site (individually and collectively, the “Services”). Any agreements, arrangements and/or additional policies that apply to certain Services ("Services Agreements") and are in addition to (not in lieu of) this Agreement. In the event of a conflict between the provisions of a Services Agreement and the provisions of this Agreement, the provisions of the applicable Services Agreement shall control. 

The terms “we”, “us” or “our” shall refer to BakeryBox. The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this Agreement, has access to your account or uses the Site or the Services. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. 

2. MODIFICATION OF AGREEMENT, SITE OR SERVICES 

BakeryBox may, in its sole and absolute discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site or the Services after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services. In addition, BakeryBox may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your shopper account (“Account”) information current. BakeryBox assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address. In addition, BakeryBox may terminate Your use of Services for any violation or breach of any of the terms of this Agreement by You. BAKERYBOX RESERVES THE RIGHT TO MODIFY, CHANGE, OR DISCONTINUE ANY ASPECT OF THIS SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION PRICES AND FEES FOR THE SAME, AT ANY TIME. 

3. ELIGIBILITY; AUTHORITY 

This Site and the Services are available only to individuals or entities (“Users”) who can form legally binding contracts under applicable law. By using this Site or the Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, and/or (iii) are not a person barred from purchasing or receiving the Services found under the laws of the United States or other applicable jurisdiction. 

If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms "you", "your", "User" or "customer" shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, BakeryBox finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. BakeryBox shall not be liable for any loss or damage resulting from BakeryBox’s reliance on any instruction, notice, document or communication reasonably believed by BakeryBox to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, BakeryBox reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorized by you. 

4. YOUR ACCOUNT 

In order to access some of the features of this Site or use some of the Services, you will have to create an Account. You represent and warrant to BakeryBox that all information you submit when you create your Account is accurate, current and complete, and that you will keep your Account information accurate, current and complete. If BakeryBox has reason to believe that your Account information is untrue, inaccurate, out-of-date or incomplete, BakeryBox reserves the right, in its sole and absolute discretion, to suspend or terminate your Account. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure, including without limitation your customer number/login, password, Payment Method(s) (as defined below), and shopper PIN. For security purposes, BakeryBox recommends that you change your password and shopper PIN regularly for each Account. You must notify BakeryBox immediately of any breach of security or unauthorized use of your Account. BakeryBox will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss BakeryBox or others incur caused by your Account, whether caused by you, or by an authorized person, or by an unauthorized person. 

5. GENERAL RULES OF CONDUCT 

You acknowledge and agree that:

a.       Your use of this Site and the Services, including any content you submit, will comply with this Agreement, any applicable Services Agreement or policy that may apply to your Services and all applicable local, state, national and international laws, rules and regulations.

b.       You will not collect or harvest (or permit anyone else to collect or harvest) any User Content (as defined below) or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent.

c.       You will not use this Site or the Services in a manner (as determined by BakeryBox in its sole and absolute discretion) that: 

• Is illegal, or promotes or encourages illegal activity;
• Promotes, encourages or engages in the exploitation of children, or any activity related to the proliferation of child sexual abuse material (CSAM);
• Promotes, encourages or engages in terrorism, violence against people, animals, or property;
• Promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;
• Violates the Fight Online Sex Trafficking Act of 2017 or similar legislation, or promotes or facilitates prostitution and/or sex trafficking;
• Infringes on the intellectual property rights of another User or any other person or entity;
• Violates the privacy or publicity rights of another User or any other person or entity, or breaches any duty of confidentiality that you owe to another User or any other person or entity;
• Interferes with the operation of this Site or the Services found at this Site;
• Contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or
• Contains false or deceptive language, or unsubstantiated or comparative claims, regarding BakeryBox or BakeryBox’s Services.
• You will not perform any false, abusive or fraudulent activity. You will not perform any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
• You will not perform any false, abusive or fraudulent activity. You will not perform any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
• You will not copy or distribute in any medium any part of this Site or the Services, except where expressly authorized by BakeryBox.
• You will not modify or alter any part of this Site or the Services found at this Site or any of its related technologies.
• You will not access BakeryBox Content (as defined below) or User Content through any technology or means other than through this Site itself, or as BakeryBox may designate.
• You agree to back-up all of your User Content so that you can access and use it when needed. BakeryBox does not warrant that it backs-up any Account or User Content, and you agree to accept as a risk the loss of any and all of your User Content.
• You will not re-sell or provide the Services for a commercial purpose, including any of BakeryBox's related technologies, without BakeryBox's express prior written consent.
• You will not circumvent, disable or otherwise interfere with the security-related features of this Site or the Services found at this Site (including without limitation those features that prevent or restrict use or copying of any BakeryBox Content or User Content) or enforce limitations on the use of this Site or the Services found at this Site, the BakeryBox Content or the User Content therein.
• You agree to provide government-issued photo identification and/or government-issued business identification as required for verification of identity when requested.
• You are aware that BakeryBox may from time-to-time call you about your account, and that, for the purposes of any and all such call(s), you may be subject to call recording and hereby consent to the same, subject to any applicable laws and our restrictions and obligations thereunder, including, where permissible, to record the entirety of such calls regardless of whether BakeryBox asks you on any particular call for consent to record such call. You further acknowledge and agree that, to the extent permitted by applicable law, any such recording(s) may be submitted as evidence in any legal proceeding in which BakeryBox is a party. Further, by providing your telephone or mobile number, you consent to receive marketing telephone calls from or on behalf of BakeryBox that may be initiated by an automatic telephone dialing system and/or use an artificial or prerecorded voice. You understand that providing consent is not a condition of purchasing any good or service from BakeryBox. Similarly, by providing your mobile number, you consent to receive marketing text messages from or on behalf of BakeryBox that may be sent by an automatic telephone dialing system. You understand that providing consent is not a condition of purchasing any good or service from BakeryBox. Message and data rates may apply.
• Without limiting any of the rights set forth elsewhere in this Agreement, BakeryBox expressly reserves the right to deny, cancel, terminate, suspend, or limit future access to this Site or any Services (including but not limited to the right to cancel or transfer any domain name registration) to any User (i) whose Account or Services were previously terminated or suspended, whether due to breach of this or any other Agreement or any BakeryBox policy, or (ii) who otherwise engages or has engaged in inappropriate or unlawful activity while utilizing the Site or Services (as determined by BakeryBox in its sole and absolute discretion).
• If your purchase or account activity shows signs of fraud, abuse or suspicious activity, BakeryBox may cancel any service associated with your name, email address or account and close any associated BakeryBox accounts. If BakeryBox, in its sole discretion, determines that any conducted activity is fraudulent, BakeryBox reserves the right to take any necessary legal action and you may be liable for monetary losses to BakeryBox including litigation costs and damages. To contest cancellation of Services or freezing or closure of an account, please contact BakeryBox Care. 

6. PERSONAL INFORMATION 

Your submission of personal information through the store is governed by our Privacy Policy. 

7. AVAILABILITY OF WEBSITE/SERVICES 

Subject to the terms and conditions of this Agreement and our other policies and procedures, we shall use commercially reasonable efforts to attempt to provide this Site and the Services on a twenty-four (24) hours a day, seven (7) days a week basis. You acknowledge and agree that from time to time this Site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of this Site or the Service on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto. 

8. DISCONTINUED SERVICES; END OF LIFE POLICY 

BakeryBox reserves the right to cease offering or providing any of the (i) Services or (ii) individual features, functionalities, or aspects of the Services at any time, for any or no reason, and without prior notice. Although BakeryBox makes great effort to maximize the lifespan of all its Services and features, functionalities, or aspects of the Services, there are times when a Service or specific feature, functionality, or aspect of a Service that we offer will be discontinued or reach its End-of-Life ("EOL"). If that is the case, those Services, or the specific feature, functionality, or aspect of that Service, will no longer be supported by BakeryBox, in any way, effective on the EOL date.

Notice and Migration. In the event that any Service we offer has reached or will reach EOL, we will attempt to notify you thirty or more days in advance of the EOL date. It is your responsibility to take all necessary steps to replace the Service by migrating to a new Service before the EOL date, or by entirely ceasing reliance on said Service before the EOL date. In either case, BakeryBox will either offer a comparable Service for you to migrate to for the remainder of the term of your purchase, a prorated in-store credit, or a prorated refund, to be determined by BakeryBox in its sole and absolute discretion. BakeryBox may, with or without notice to you, migrate you to the most up-to-date version of the Service, if available. You agree to take full responsibility for any and all loss or damage arising from any such migration. In the event that a feature, functionality, or aspect of any Service we offer has reached or will reach EOL, then we will attempt to notify you thirty or more days in advance of the EOL date. However, if the Service maintains a least reasonably equivalent functionality without such feature, functionality, or aspect, as determined by BakeryBox in its sole and absolute discretion, BakeryBox will not be required to offer a comparable feature or functionality for the Service or a refund. BakeryBox will not be liable to you or any third party for any modification, suspension, or discontinuance of any of the (i) Services or (ii) individual features, functionalities, or aspects of the Services we may offer, provide or facilitate access to. 

9. ACCURACY OF BILLING AND ACCOUNT INFORMATION 

BakeryBox reserves the right to refuse any order you place with us. BakeryBox may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors. 

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed. 

10. ADDITIONAL RESERVATION OF RIGHTS 

BakeryBox expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Services (including the right to cancel or transfer any domain name registration) for any reason (as determined by BakeryBox in its sole and absolute discretion), including but not limited to the following: (i) to correct mistakes made by BakeryBox in offering or delivering any Services (including any domain name registration), (ii) to protect the integrity and stability of, and correct mistakes made by, any domain name registry or registrar, (iii) to assist with our fraud and abuse detection and prevention efforts, (iv) to comply with court orders against you and/or your domain name or website and applicable local, state, national and international laws, rules and regulations, (v) to comply with requests of law enforcement, including subpoena requests, (vi) to comply with any dispute resolution process, (vii) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, (viii) to avoid any civil or criminal liability on the part of BakeryBox, its officers, directors, employees and agents, as well as BakeryBox's affiliates, including, but not limited to, instances where you have sued or threatened to sue BakeryBox, or (ix) to respond to an excessive amount of complaints related in any way to your Account, domain name(s), or content on your website that could result in damage to BakeryBox’s business, operations, reputation or shareholders.

BakeryBox expressly reserves the right to terminate, without notice to you, any and all Services where, in BakeryBox's sole discretion, you are harassing or threatening BakeryBox and/or any of BakeryBox's employees. 

BakeryBox Content. Except for User Content, the content on this Site and the Services, including without limitation the text, software, scripts, source code, API, graphics, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein (“BakeryBox Content”), are owned by or licensed to Gold Medal Bakery, Inc., Bakery Products Corporation and/or BakeryBox and are subject to copyright, trademark, and/or patent protection in the United States and foreign countries, and other intellectual property rights under United States and foreign laws. BakeryBox Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of BakeryBox. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. BakeryBox reserves all rights not expressly granted in and to the BakeryBox Content, this Site and the Services, and this Agreement do not transfer ownership of any of these rights. 

11. LINKS TO THIRD-PARTY WEBSITES 

This Site and the Services found at this Site may contain links to third-party websites that are not owned or controlled by BakeryBox. BakeryBox assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites. In addition, BakeryBox does not censor or edit the content of any third-party websites. By using this Site or the Services found at this Site, you expressly release BakeryBox from any and all liability arising from your use of any third-party website. Accordingly, BakeryBox encourages you to be aware when you leave this Site or the Services found at this Site and to review the terms and conditions, privacy policies, and other governing documents of each other website that you may visit. 

12. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES 

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE SERVICES FOUND AT THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. BAKERYBOX, Gold MEdal Bakery, Inc., Bakery Products CorpORATION, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BAKERYBOX, Gold MEdal Bakery, Inc., Bakery Products CorpORATION, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND BAKERYBOX ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME. 

13. LIMITATION OF LIABILITY 

BakeryBox does not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free. BakeryBox does not warrant that the results that may be obtained from the use of the service will be accurate or reliable. You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you. You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and Services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. 

In no case shall BakeryBox, Gold Medal Bakery, Inc. and/or its directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law. 

14. INDEMNITY 

You agree to protect, defend, indemnify and hold harmless BakeryBox, Gold Medal Bakery, Inc., Bakery Product Corporation, and/or their respective officers, directors, employees, agents, and third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by BakeryBox directly or indirectly arising from (i) your use of and access to this Site or the Services found at this Site; (ii) your violation of any provision of this Agreement or the policies or agreements which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site. 

15. SEVERABILITY 

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions. 

16. TERMINATION 

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes. These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof). 

17. ENTIRE AGREEMENT 

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service). Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party. 

18. GOVERNING LAW 

These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the Commonwealth of Massachusetts and the laws of United States. 

19. CHANGES TO TERMS OF SERVICE 

You can review the most current version of the Terms of Service at any time at this page. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes. 

20. CONTACT INFORMATION 

Questions about the Terms of Service should be sent to us at support@bakerybox.com.