Terms and Conditions

Last updated: December 30, 2023

Please read these terms and conditions carefully before using Our Service.

Welcome to NapSpin and our Terms and Conditions of Service (“Terms” or “Agreement”). We’re excited to partner with you and your organization. These Terms are important and affect your legal rights, so please read them carefully. Note that Section 19 governs how disputes are resolved and includes a mandatory agreement to resolve disputes by binding, individual arbitration, subject to certain exceptions. Left Field Products, LLC d/b/a NapSpin (“NapSpin”, “we,” “our,” “us” or “company”) operates NapSpin.co (“Site”) and makes it available to visitors and users in the United States (“you” or “your”). By clicking on the “Subscribe” button and completing the registration process you represent and agree that: (1) you have read, understand, and agree to be bound by these Terms; and (2) you are of legal age to form a binding contract with us, and you have the authority to enter into the Terms personally or on behalf of the company you have named as the user and to bind either yourself or the named company to these Terms. The term “you” refers to the individual or legal entity as applicable, identified as the user you registered on the Site. If you do not agree to be bound by these terms, you may not access or use this Site (defined in Section 5 below). Agreement to these Terms also includes agreement to 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 our Site, order, receive, or use our products and services. THESE TERMS ARE AN ENFORCEABLE CONTRACT BETWEEN YOU AND NAPSPIN WHICH AFFECTS YOUR LEGAL RIGHTS. YOU AND NAPSPIN AGREE TO RESOLVE DISPUTES BY INDIVIDUAL ARBITRATION OR IN SMALL CLAIMS COURT ONLY, AND TO GIVE UP ALL RIGHTS TO (A) A JURY TRIAL OR (B) PARTICIPATION IN ANY CLASS ACTION. YOU CAN READ MORE ABOUT THESE REQUIREMENTS IN SECTION 24, BELOW. IN ADDITION, YOUR NAPSPIN SUBSCRIPTIONS WILL AUTOMATICALLY RENEW UNLESS YOU TAKE STEPS TO PREVENT THEM FROM RENEWING AS EXPLAINED IN SECTIONS 5.2 AND 7.3, BELOW. These Terms govern all aspects of your interactions and relationship with NapSpin, including without limitation, visiting and interacting with the Site, receiving promotions from us, participating in activities or sweepstakes/contests involving us, purchasing products or services from us, and receiving communications from us, including promotional texts, calls, and emails. We urge you to download or print these Terms for ease of reference and to keep a copy of the Terms for your records. When changes are made to these Terms, NapSpin will make a new copy of the Terms available on the Site. We will also update the “Effective Date” at the top of the Terms. If you do not agree to any change(s) you may not use the Site and/or the Offerings (defined in Section 5 below) as applicable. Your continued use of the Site and/or Offerings constitutes your acceptance of such change(s), and such changes shall apply prospectively only. PLEASE REGULARLY CHECK THE SITE TO VIEW THE CURRENT TERMS.

1. INFORMATION ABOUT US

Left Field Products, LLC, d/b/a NapSpin, is an LLC incorporated in the State of California with a mailing address at: PO Box 230046, Encinitas, CA, 92024.

2. SERVICE AVAILABILITY AND YOUR ELIGIBILITY

The Site and Offerings are intended for use by companies in Massachusetts, excluding Alaska, Hawaii, Puerto Rico, and other U.S. Territories (“Serviced States”). At this time, we do not accept orders from companies outside Massachusetts. As such, by placing an order through our Site, you represent and warrant that you: (1) Are legally capable of entering into this Agreement; (2) Are at least 18 years old; (3) Are a resident of a Serviced State; and (4) Are accessing the Site from a Serviced State; (5) Have not been previously suspended or removed from the Site, or engaged in any activity that could result in suspension or removal from the Site.

3. MODIFICATION

In our sole discretion, NapSpin shall have the right to change, amend, add to, remove, or supplement the Agreement (including the Privacy Policy), without notice to you; provided, however, that changes to the procedures applicable to the resolution of disputes shall only apply to disputes which arise after the modified or additional provision is published on the Site.

4. REGISTRATION

4.1 Registering Your Account.

In order to confirm a subscription, individuals or companies will need to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an account on the Site (“Account”).

4.2 Registration Data.

Should you create an account with NapSpin, you agree to: (1) provide true, accurate, complete and up-to- date information, as well as updating the information as necessary; (2) maintain the security of your password and accept the risks associated with access to your account which is not authorized by you; (3) notify us as soon as possible either at sales@NapSpin.co or call (619) 961-8428 if you believe there have been any breaches to the security of the Site or your account information; and (4) exit from your Account at the end of each session. You represent that you are (A) at least eighteen (18) years old; (B) of legal age to form a binding contract; and (C) not a person barred from using the Site under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Site by minors. You may not share your Account or password with anyone. If you provide any information that is untrue, inaccurate, not current or incomplete, or NapSpin has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, NapSpin has the right to suspend or terminate your Account and refuse any and all current or future use of Site or Offerings (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. NapSpin reserves the right to remove or reclaim any usernames at any time and for any reason. You agree not to create an Account or use the Site if you have been previously removed by NapSpin, or if you have been previously banned from the Site. You acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of NapSpin. YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE SERVICES BY ANYONE USING YOUR ACCOUNT WHETHER OR NOT SUCH ACCESS TO AND USE OF YOUR ACCOUNT IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS AND TRANSMISSIONS AND ALL OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, FINANCIAL OBLIGATIONS) INCURRED THROUGH SUCH ACCESS OR USE.

4.3 Communication.

By providing your phone number to NapSpin through the Site, or in connection with your order, receipt or use of our Products or Services, you consent to receive calls or text messages, including calls or text messages sent through automatic telephone dialing systems and pre-recorded calls at any telephone number that you have provided us, in order for us to: (i) notify you about your account; (ii) provide you updates on the status of your order and/or delivery; (iii) collect an outstanding payment or debt; (iv) contact you about exclusive offers and for any other marketing or promotional purposes; and (v) send you cart reminders. If you elect to receive text messages or phone calls from us, either via our Site, or by sending a text message to us indicating your consent, you are providing your prior express written consent to receive recurring marketing or promotional telephone calls and/or SMS text messages from us (each, a “Call” or “Text Message”), including your consent to marketing messages and calls sent through an automatic telephone dialing system. This service is optional and is not a condition of purchase. Message frequency varies. You can opt out of receiving further Text Messages or Calls at any time. To opt out of Text Messages from us, reply “STOP” at any time to any Text Message you receive from us. Message and data rates may apply. Please contact your mobile phone carrier for details. Under no circumstances will we or our affiliates be responsible for any SMS messaging or wireless charges incurred by you or by a person that has access to your wireless device or telephone number. Text Message services are provided on an “as is” basis. Data obtained from you in connection with any Text Message services may include your mobile number, your mobile provider’s name and the date, time, and content of your Text Messages. We may use this information in accordance with our Privacy Policy to contact you. If you change or deactivate a phone number you have provided NapSpin, you have an affirmative obligation to update your account information and the phone number(s) associated with your account to prevent us from inadvertently communicating with the individuals who acquire any phone number(s) previously linked to your account. Any new or updated phone number you provide NapSpin may receive our standard marketing Text Messages unless you also unsubscribe through the procedures provided in this section. Following such opt-out, you may continue to receive calls or messages for a short period of time we process your request. It is your responsibility to keep your account information, including your phone number, updated. We may share your telephone number with our service providers (such as billing or collections companies) that we have contracted to assist us in pursuing our rights. You agree that these service providers may also contact you using autodialed or prerecorded calls and text messages, only as authorized by us to carry out the purposes identified above. We may, with notice as required by law, monitor or record your communications with NapSpin for training and quality assurance purposes.

5. NAPSPIN SERVICES

5.1 NapSpin’s Subscription Service.

Our subscription service is an automatic, recurring weekly subscription to NapSpin Products (“Subscription Service” or “Service”). As part of the Service, we offer a number of subscription options that you may choose from (“Plan”). Each week you will receive a delivery from NapSpin (your “Roll-ups”), including the contents of your chosen Plan (a specific number and type of “Roll-ups”). You can find specific details regarding your Plan and the NapSpin Service by accessing your Account details via the Site.

5.2 Auto-Renewal Feature.

THE SUBSCRIPTION SERVICE CONSISTS OF AN INITIAL CHARGE FOLLOWED BY RECURRING PERIODIC CHARGES AS AGREED TO BY YOU. BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOUR SUBSCRIPTION HAS AN INITIAL AND RECURRING PAYMENT FEATURE AND YOU ACCEPT RESPONSIBILITY FOR ALL RECURRING CHARGES PRIOR TO DEACTIVATION. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, LOG ON TO YOUR NAPSPIN ACCOUNT, EMAIL SALES@NAPSPIN.CO, CALL (619) 961-8428. IF YOUR PAYMENT DETAILS CHANGE, YOUR CARD PROVIDER MAY PROVIDE US WITH THE UPDATED PAYMENT DETAILS. WE RESERVE THE RIGHT TO USE THESE UPDATED DETAILS FOR FUTURE CHARGES IN ORDER TO HELP PREVENT ANY INTERRUPTION TO THE DELIVERY OF SERVICE. ADDITIONALLY, BY SIGNING UP FOR OUR SUBSCRIPTION SERVICE YOU ARE AGREEING TO RECURRING PERIODIC PAYMENTS FOR AN INDEFINITE TIME UNTIL DEACTIVATED BY YOU OR US, ON THE SUBSCRIPTION TERMS SET OUT IN THE CHOICES SELECTED WITHIN YOUR ACCOUNT, SUBJECT TO VARIATION IN ACCORDANCE WITH THIS SECTION. YOU CAN DEACTIVATE YOUR SUBSCRIPTION AT ANY TIME, PROVIDED THAT YOU DO SO WITHIN THE APPLICABLE DEACTIVATION NOTICE PERIOD, AS DEFINED IN SECTION 7.3. YOU WILL NOT BE CHARGED FOR ANY DEACTIVATION. YOU CAN RE-SUBSCRIBE AT ANY TIME FOLLOWING YOUR DEACTIVATION, BUT WE RESERVE THE RIGHT NOT TO PERMIT RE-SUBSCRIPTION WHERE WE HAVE PREVIOUSLY ELECTED TO TERMINATE A SUBSCRIPTION BY YOU. FURTHERMORE, YOUR SUBSCRIPTION WILL CONTINUE INDEFINITELY UNTIL TERMINATED IN ACCORDANCE WITH THE AGREEMENT. FOLLOWING YOUR INITIAL SUBSCRIPTION PERIOD, AND AGAIN AFTER ANY SUBSEQUENT SUBSCRIPTION PERIOD, YOUR SUBSCRIPTION WILL AUTOMATICALLY COMMENCE ON THE NEXT FIRST OR FIFTEENTH OF THE MONTH, AND CONTINUE FOR SUCCESSIVE RENEWAL PERIODS OF THE SAME LENGTH, AT THE THEN-CURRENT, NON-PROMOTIONAL SUBSCRIPTION RATE. YOU AGREE THAT YOUR ACCOUNT WILL BE SUBJECT TO THIS AUTOMATIC RENEWAL FEATURE UNLESS YOU DEACTIVATE YOUR SUBSCRIPTION. TO DEACTIVATE YOUR SUBSCRIPTION, EMAIL SALES@NAPSPIN.CO, OR LOG ONTO YOUR NAPSPIN ACCOUNT. ADDITIONAL DETAILS FOR DEACTIVATION PROCEDURES ARE IN SECTION 7.3 OF THIS AGREEMENT. IF YOU DEACTIVATE, YOU MAY USE YOUR SUBSCRIPTION UNTIL THE END OF YOUR THEN-CURRENT SUBSCRIPTION TERM; YOUR SUBSCRIPTION WILL NOT BE RENEWED AFTER YOUR THEN-CURRENT TERM EXPIRES. YOU WILL NOT BE ELIGIBLE FOR A PRORATED REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD. BY SUBSCRIBING TO THE SERVICE, YOU AUTHORIZE NAPSPIN TO CHARGE YOUR PAYMENT PROVIDER NOW, AND AGAIN AT THE BEGINNING OF ANY SUBSEQUENT SUBSCRIPTION PERIOD. UPON RENEWAL OF YOUR SUBSCRIPTION, IF NAPSPIN DOES NOT RECEIVE PAYMENT FROM YOUR PAYMENT PROVIDER, (A) YOU AGREE TO PAY ALL AMOUNTS DUE ON YOUR ACCOUNT UPON DEMAND AND (B) YOU AGREE THAT NAPSPIN MAY EITHER TERMINATE OR SUSPEND YOUR SUBSCRIPTION AND CONTINUE TO ATTEMPT TO CHARGE YOUR PAYMENT PROVIDER UNTIL PAYMENT IS RECEIVED (UPON RECEIPT OF PAYMENT, YOUR ACCOUNT WILL BE ACTIVATED AND FOR PURPOSES OF AUTOMATIC RENEWAL, YOUR NEW SUBSCRIPTION COMMITMENT PERIOD WILL BEGIN THE NEXT FIRST OR FIFTEENTH OF THE MONTH AFTER PAYMENT WAS RECEIVED).

5.3 Offerings and Supplemental Terms.

The “Offerings” are collectively defined as: (1) the Site, goods or services offered through the Site, including, but not limited to the Subscription Service (“Products”); (2) the text, audio, video, graphics, or other content featured on the Site (“Content”); and (3) the trial offers, sweepstakes, contests, or promotions. Your use of, and participation in, certain Offerings may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms or will be presented to you for your acceptance when you sign up to use the supplemental Offering. Supplemental Terms include NapSpin’s Privacy Policy (“Privacy Policy”), the rules applicable to the Vouchers (“Promotion Rules”) and all other applicable NapSpin operating rules, policies, and other terms and conditions or documents that may be published on the Site, or which you may be otherwise notified of in writing. If the Terms are inconsistent with the Supplemental Terms, these Terms shall control. The “Offerings” are collectively defined as: (1) the Site, goods or services offered through the Site, including, but not limited to the Subscription Service (“Products”); (2) the text, audio, video, graphics, or other content featured on the Site (“Content”); and (3) the trial offers, sweepstakes, contests, or promotions. Your use of, and participation in, certain Offerings may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms or will be presented to you for your acceptance when you sign up to use the supplemental Offering. Supplemental Terms include NapSpin’s Privacy Policy (“Privacy Policy”), the rules applicable to the Vouchers (“Promotion Rules”) and all other applicable NapSpin operating rules, policies, and other terms and conditions or documents that may be published on the Site, or which you may be otherwise notified of in writing. If the Terms are inconsistent with the Supplemental Terms, these Terms shall control.

6. PAYMENT AND PRICING

6.1 Pricing Adjustments.

We reserve the right to adjust prices in our sole discretion, at any time and without notice to you; provided, however, that we will provide you with at least ten (10) days’ advance notice of any price changes with your specific Plan rate. Your acceptance of deliveries of the Products after such notice has been delivered to you will constitute your acceptance of such price changes, unless you cancel your subscription to the Service in accordance with these Terms. All prices shown on the Site and/or in the App are in U.S. dollars. Any applicable taxes and other fees or charges are not included and are additional to any prices shown on the Site. Prices, taxes or other fees may vary geographically. The delivery of Roll-ups to you after our communication of such notice will confirm your acceptance of such changes, unless you cancel your subscription in accordance with the Term’s Deactivation policies, found in Section 7.3.

6.2 Plan Add-Ons.

Different features and other customized options may become available in addition to your plan, including, but not limited to, premium options, new product add-ons, and modified delivery options. These may change the price of your plan on a recurring basis. Should you have any questions about any of the options available under your plan, please visit www.NapSpin.co, email Sales@NapSpin.co or call (619) 961-8428.

6.3 Payment.

You agree to pay for all orders made from your Account in accordance with the prices and billing terms in effect at the time an order is made from your Account. You also agree to pay all applicable taxes. To make an order from an Account, you must provide valid payment information (e.g. credit card or debit card) through the Site. By placing an order through your Account, you also agree and authorize (1) the payment method(s) you provide to be charged on the next First or Fifteenth of the month for all fees and taxes applicable to your order, (2) NapSpin to share payment information and instructions required to complete the payment transactions between NapSpin, our payment processors, and their third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services), and (3) no additional notice or consent is required for the foregoing authorizations. You agree to immediately update your Account in the event of any change in your payment information. NapSpin reserves the right at any time to change its billing methods. If a payment method cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or canceled. If a payment is not successfully paid and you do not edit your payment method or cancel your purchase of a Product, you remain responsible for any uncollected amounts and authorize us to continue billing the payment method, as it may be updated. NapSpin reserves the right to collect any outstanding payment due, and may transfer the collection of your outstanding balance to a third party collection agency.

6.4 Late Fees.

You agree to pay your monthly subscription on time as agreed to in your account subscription status. You will incur following late fee penalties for payments not made on time, whether due to credit card information change or information removal. NapSpin will work with Stripe and payment provider as needed to collect: (15) business days: 25% of monthly contract (30) business days: 50% of monthly contract (45) business days: 75% of monthly contract (60) business days: 100% of monthly contract

7. DELIVERY

7.1 NapSpin Delivery Week.

NapSpin’s “Delivery Week” begins on Monday and runs through the following Sunday. The start of our Delivery Week means that new Roll-ups are available to be delivered.

7.2 Delivery Terms.

You have the option of selecting the day you would like to receive your Roll-ups. The days you select to receive your first deliveries will be the default. In subsequent weeks, if you do not make a change, your Roll-ups will arrive on the days you initially selected every week (unless you pause your order, pursuant to these Terms, or there are extenuating circumstances, detailed in these Terms). If you choose to have your deliveries on other days for a specific week, those days will become the default, and subsequent weeks will have your Roll-ups arriving on the newly selected days. If you have any questions about your area and delivery, please contact Sales@NapSpin.co or call (619) 961-8428.

7.3 Deactivation Procedures.

If you wish to deactivate your Account, you must provide a 30-day advance notice. If you do so after the time listed for your delivery day, you will be charged and receive your Roll-ups for that week, and the cancellation will take effect for the following Delivery Week. To deactivate your Account, please call (619) 916-8428 or email Sales@NapSpin.co stating that you wish to terminate your account, along with your full name, Company name and registered email address. Where required, you may also deactivate your Account by accessing your Account on the NapSpin website.

7.4 Delivery Specifics.

In the case of weather which inhibits the ability to make safe deliveries, 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 on a date other than your scheduled delivery day. If the delivery of your roll-ups is not feasible, we will cancel your delivery for the period so affected and issue you a credit, as determined in our sole discretion or refund of a part or the whole of the purchase price for that delivery.

8. FORCE MAJEURE

We will not be liable or responsible for any failure to perform, or delay the performance of any of our obligations that is caused by events outside our reasonable control (“Force Majeure Event”). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes, but is not limited, to the following: (1) Strikes, lock-outs, or other industrial action; (2) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war, or threat or preparation for war; (3) Fire, explosion, storm, flood, earthquake, subsidence, epidemic, or other natural disaster; (4) Impossibility of the use of railways, shipping, aircraft, motor transport, or other means of public or private transport; (5) Impossibility of the use of public or private telecommunications networks; and (6) The acts, decrees, legislation, regulations, or restrictions of any government. Our performance under this Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable efforts to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Agreement may be performed despite the Force Majeure Event.

9. RECEIPT OF THE MATERIALS

9.1 Receipt Terms.

NapSpin uses third party delivery companies to deliver Roll-ups to customers. Please note that you are responsible for reviewing the Roll-ups upon delivery and inspecting all of the Products contained within for any defects or other problems upon delivery. A representative of the individual or company must be available to accept the delivery and provide clean silverware in the agreed upon amount. The risk of loss and/or damage passes to you at the time of delivery. All items are solely at your risk from the time of delivery. As such, you are solely responsible for any preparatory steps, storage of the Roll-ups and safe and sanitary handling of Roll-ups until use.

9.2 Penalties.

A representative of the individual or company must be available to accept the delivery. If someone is not available when your Roll-ups are delivered, Roll-ups will be returned to NapSpin facilities and attempted delivery will be the following day. You will incur a $20 charge for each attempted day where Roll-ups are not received and clean silverware not provided.

10. RETURN AND REFUND POLICY

In the event that you are unhappy with any part of your Roll-ups, you can reach out to us at Sales@NapSpin.co or call (619) 916-8428. Please do so within five (5) days of the date you received the unsatisfactory Roll-ups. We reserve the right, however, to require either the return of the unsatisfactory Roll-ups, or a photograph of such, before any partial/full refund or credit will be issued. Any future release, update or other addition to the Offerings shall be subject to this Agreement. NapSpin, its suppliers, and its service providers reserve all rights not granted in this Agreement.

11. PROPRIETARY RIGHTS

NapSpin is the owner and operator of the Site. Additionally, NapSpin is the owner of, or duly licensed to utilize, all content, features, and functionality (including, but not limited to, all information, text, graphics, software, video, and audio, and the design, selection, and arrangement thereof) published on the Site or any Offerings (collectively the “Materials”) . The Materials and Offerings are protected by copyright, trademark, trade secret, and other intellectual property or proprietary rights laws throughout the world. Subject to this Agreement, NapSpin grants Users a limited license to use the Materials in order to utilize NapSpin’s Offerings for personal, non-commercial use. Any other use of NapSpin’s materials, including modification, distribution, or reproduction for purposes other than the personal usage of NapSpin’s Offerings, without written approval from NapSpin (which can be provided through email) is prohibited. Any future release, update or other addition to the Offerings shall be subject to this Agreement. NapSpin, its suppliers, and its service providers reserve all rights not granted in this Agreement.

11.1 Trademarks.

“NapSpin,“ all other NapSpin marks and logos, and all titles, characters, names, graphics, and button icons are service marks, trademarks, and/or trade dress of NapSpin or otherwise proprietary to NapSpin and may not be used by you for any reason other than as expressly permitted by the Terms. All other trademarks, service marks, product names, and company names, logos, designs, or slogans appearing by and through the Offerings are the property of their respective owners and you do not acquire any ownership rights in or to such marks, logos, or names by using and/or accessing the Offerings. You will not remove, alter or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Offerings.

11.2 Other Content.

Except with respect to your User Content, you agree that you have no right, title, or interest in or to any Content that appears on or in the Offerings.

11.3 Procedure for Making Claims of Copyright Infringement.

NapSpin reserves the right to terminate any end-user’s access to the Offerings where that end-user infringes upon third-party copyrights. If you believe content posted on the App or Site infringes your copyright, please provide our copyright agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on the Services of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Correspondence regarding notice of claims of copyright infringement should be sent to our copyright agent Sales@NapSpin.co.

12. COMMUNITY STANDARDS AND CONDUCT GUIDELINES

You may use NapSpin Offerings only for lawful purposes and in accordance with these Terms and Conditions. By visiting our Site, or by using our Products, you hereby agree not to use the Offerings: In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise. To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation. To impersonate or attempt to impersonate NapSpin, an employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing). To impersonate or attempt to impersonate NapSpin, an employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing). To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm NapSpin or users of the Site or expose them to liability. Additionally, you agree not to: Use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Site. Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site. Use any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without our prior written consent. Use any device, software, or routine that interferes with the proper working of the Site. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site. Attack the Site via a denial-of-service attack or a distributed denial-of- service attack. Otherwise attempt to interfere with the proper working of the Site.

13. USER CONDUCT

You agree that you will not violate any law, statute, regulation, intellectual property (including, but not limited to, copyright and trademarks), contractual obligations, other third party rights, or commit a tort, and that you are solely responsible for your conduct, while accessing or using the Site. You agree that you will abide by this Agreement and will not: (1) display personal or confidential information related to any third party, including, but not limited to, street addresses, email addresses, last names, telephone numbers, and URLs; (2) attempt to access or use another user’s account unless permitted to do so, in writing, from both the user and NapSpin; (3) engage in any behavior which is deemed to be harassment, threatening, stalking or predation of any other person; (4) make any claim, statement, or assertion, or imply, that your claim, statement, or assertion is endorsed by NapSpin without NapSpin’s express written consent; (5) engage in the commercial solicitation of other end-users; (6) collect or record end-users’ personal information without their prior written consent; (7) develop or use any third party applications that interact with any of NapSpin’s Content or the Site without our prior written consent; (8) use the Site in any way that prevents or inhibits other end-users from fully utilizing the Site, or in a way that could overburden or interfere with the functioning of the Site in any manner; (9) use any manual or automatic process, means, or interface (including, but not limited to robot, spider, script or, browser extension), which NapSpin has not authorized to access the Site, to retrieve or index data or content; (10) decipher or reverse engineer any portion of the Site that may reveal source code or bypass items designed to obstruct, limit, or stop access to any Content, specific site within the Site, or code within the Site; (11) access or attempt to access any portion or feature of the Site which you are not authorized to access, pursuant to this Agreement or any subsequent agreements; or (12) use the Site for any illegal purpose.

14. USER CONTENT

14.1 Pursuant to the specifications located in this Agreement, the Site, or any social media platforms on which NapSpin has an official page or feed, may include, now or in the future, areas (“Interactive Areas”) that allow users to post content, including but not limited to, recipes, reviews, photos, videos, music, sound, text, graphics, code, or other materials (“User Content”). Any User Content you post or submit to us through email or other channels must, in its entirety, comply with all applicable federal, state, local and international laws and regulations, and this Agreement (including, but not limited to, the Prohibited Uses set out in Section 11 of these Terms, respectively). You understand and acknowledge that you are responsible for any User Content you submit or contribute through any channel or method and your use of any Interactive Areas of the Site, and you, not NapSpin, have full responsibility for such content and use, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other user of the Site. You understand and acknowledge that User Content that you share with a third party through the Site or third party platforms will be viewable by others in accordance with the privacy settings you establish. Any User Content you post to the Site will be considered non-confidential and non-proprietary. By providing any User Content, you represent and warrant that:(1) You own or control all rights in and to the User Content and have the right to grant the license granted below to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, including, without limitation, all copyrights and rights of publicity contained therein, and that all User Content does not infringe on any patent trademark, trade secret, copyright, right of publicity or other right of any other person or entity; (2) You shall not (and shall not permit any third party to) take any action or upload, post, or otherwise distribute any User Content that is found by NapSpin in its sole capacity to be false, misleading, untruthful, inaccurate, unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by NapSpin in our sole discretion, and (3) all of your User Content does and will comply with this Agreement. 14.2 Except where prohibited by applicable law, NapSpin may pull content from our Users who share photos, reviews, videos on social media using our brand name, brand hashtags, or tagging NapSpin using the @NapSpin account. You acknowledge and agree that by using our brand name, tagging NapSpin, or using a NapSpin Hashtag, that it may be used by NapSpin in our marketing materials, including but not limited to, our emails, our advertisements, and on our Site, and you hereby grant us permission to use and authorize us to use your name or social media handle in association with your User Content for identification, publicity related to the Services and similar promotional purposes, including after your termination of your NapSpin account or the Services. You represent and warrant that the posting and use of your User Content, including to the extent that your User Content include your name, username, likeness, voice, or photograph, does not violate, misappropriate or infringe on the rights of any third party, including without limitation, privacy rights, publicity rights, copyrights, trademark and other intellectual property rights. 14.3 Except where prohibited by applicable law, You acknowledge and agree that by using our brand name, tagging NapSpin, or using a NapSpin Hashtag or by uploading any User Content you hereby grant NapSpin and its affiliates and subsidiaries a nonexclusive, royalty-free, transferable, worldwide, perpetual, irrevocable and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, copy, upload, store, distribute, perform and publicly display your User Content, in whole or in part and any name, username, likeness, voice, or photograph provided in connection with your User Content without compensation to you, in connection with the operation of the Site or the promotion, advertising or marketing of the Services, in any form, medium or technology now known or later developed, and including after your termination of your Account or the Services. For sake of clarity, the foregoing license does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights. 14.4 Except where prohibited by applicable law, You acknowledge and agree that by using our brand name, tagging NapSpin, or using a NapSpin Hashtag or by uploading any User Content through the Site Site, you are waiving and agreeing not to assert any copyrights or “moral” rights or claim resulting from our alteration of the User Content. You are also agreeing to appoint NapSpin as your irrevocable attorney-in-fact with respect to the User Content. 14.5 Except where prohibited by applicable law, You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services (collectively “Feedback”) that you provide us are non-confidential and we will be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without your acknowledgment or compensation to you. 14.6 Except where prohibited by applicable law, You acknowledge and agree that we may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce this Agreement; (c) respond to claims that any User Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of NapSpin or our users.

15. INDEMNIFICATION

You agree to defend, indemnify and hold harmless NapSpin, our affiliates, service providers, and licensors and their respective directors, officers, agents, contractors, partners, licensors, representatives, suppliers and employees, from and against any loss, liability, threatened or actual claim, demand, damages, costs and expenses, (including reasonable legal fees) arising out of or in connection with your use of the Site, the Products or any Offerings, or any information obtained therefor other than as expressly authorized in this Agreement. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder, and you shall cooperate as fully as reasonably required by us. You agree to promptly notify NapSpin of any third-party claims, cooperate with NapSpin 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). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and NapSpin. You agree that the provisions in this Section will survive any termination of your Account, the Agreement and/or your access to the Offerings.

16. DISCLAIMERS

YOU ARE SOLELY RESPONSIBLE FOR, AND ASSUME ALL RISKS RELATED TO, THE PROPER AND SAFE HANDLING AND USE OF THE ROLL-UPS. AS SUCH, ALL ROLL-UPS ARE PROVIDED “AS-IS” AND “AS AVAILABLE,” AND, TO THE FULLEST EXTENT ALLOWABLE UNDER THE APPLICABLE LAW, ALL EXPRESS AND IMPLIED WARRANTIES ARE DISCLAIMED. THIS SPECIFICALLY INCLUDES, BUT IS NOT LIMITED TO, THE WARRANTY FOR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF MERCHANTABILITY, AND WARRANTIES FOR THE NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.

16.1 Specifications Related to Warranties.

WE ATTEMPT TO DISPLAY THE PRODUCTS YOU WILL RECEIVE IN YOUR MEAL KITS AND OTHER MATERIALS AND INFORMATION YOU VIEW ON THE SITE, INCLUDING PRICING, AS ACCURATELY AND RELIABLY AS POSSIBLE. HOWEVER, WE DO NOT GUARANTEE THE ACCURACY OF SUCH MATERIALS AND INFORMATION. IN THE EVENT OF AN ERROR, WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION AND SUBJECT TO THIS AGREEMENT, TO CORRECT SUCH ERRORS AND REVISE YOUR ORDER ACCORDINGLY (INCLUDING CHARGING THE CORRECT PRICE) OR TO CANCEL YOUR ORDER AND ISSUE YOU A CREDIT 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 SITE DUE TO A NUMBER OF FACTORS, INCLUDING, WITHOUT LIMITATION, SYSTEM CAPABILITIES AND CONSTRAINTS OF YOUR COMPUTER, MANUFACTURING PROCESS OR SUPPLY ISSUES, OR THE AVAILABILITY AND VARIABILITY OF PRODUCTS. THE SITE MAY CONTAIN INFORMATION ABOUT PRODUCTS THAT ARE NOT AVAILABLE IN EVERY LOCATION. A REFERENCE TO A PRODUCT ON THE SITE DOES NOT IMPLY OR GUARANTEE THAT IT IS OR WILL BE AVAILABLE IN YOUR LOCATION OR AT THE TIME OF YOUR ORDER. We reserve the right to change any and all Content and to modify, suspend or stop providing access to the Site (or any features or functionality of the Site) and the Products at any time without notice and without obligation or liability to you.

17. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NAPSPIN, ITS AFFILIATES (INCLUDING, BUT NOT LIMITED TO, THEIR LICENSORS, SERVICE PROVIDERS, DIRECTORS, OFFICERS, AGENTS, PARTNERS, REPRESENTATIVES AND EMPLOYEES) SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY/PUNITIVE DAMAGES. THIS LIMITATION SHALL INCLUDE, BUT IS NOT LIMITED TO, DAMAGES RELATED TO PERSONAL INJURY; PAIN AND SUFFERING; EMOTIONAL DISTRESS; BUSINESS INTERRUPTION; LOSS OF PROFITS, REVENUE, BUSINESS OR ANTICIPATED SAVINGS, USE, GOODWILL, DATA; AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE) BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. ADDITIONALLY, IN NO EVENT SHALL NAPSPIN BE LIABLE FOR DISPUTES ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE OR CONTENT (INCLUDING, BUT NOT LIMITED TO, USER CONTENT, THIRD PARTY CONTENT, CONTENT OF LINKED THIRD PARTY SITES), OR THE ORDERING, RECEIPT, OR USE OF ANY PRODUCT, OR OTHERWISE RELATED TO THIS AGREEMENT(INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM NAPSPIN, OR FROM EVENTS BEYOND NAPSPIN’S 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). UNDER NO CIRCUMSTANCES WILL NAPSPIN BE LIABLE TO YOU FOR MORE THAN THE TOTAL AMOUNT PAID TO NAPSPIN BY YOU DURING THE THIRTY (30) DAY PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS SET FORTH IN THIS SECTION 17 SHALL NOT AFFECT LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER THE APPLICABLE LAW/JURISDICTION, SUCH AS LIABILITY FOR PERSONAL INJURY OR PROPERTY DAMAGE DIRECTLY AND PROXIMATELY CAUSED BY OUR ACTS OR OMISSIONS, OR FOR OUR GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.

18. MODIFICATIONS TO THE SITE AND PRODUCTS

We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Site (or any features or parts thereof) or the rates, delivery, or provision of the Products at any time.

19. DISPUTE RESOLUTION & BINDING ARBITRATION

Our philosophy is to treat all customers honestly and reasonably. If a concern, complaint, or claim of any kind arises between you and NapSpin, you and NapSpin agree to work diligently and in good faith to reach a resolution that is fair and equitable to both sides using the informal settlement process described below. On occasion, despite our respective best efforts, a third party may be necessary to help resolve problems that may arise between you and NapSpin. YOU AND NAPSPIN AGREE THAT ALL DISPUTES BETWEEN YOU AND NAPSPIN THAT ARE NOT RESOLVED INFORMALLY SHALL BE RESOLVED ON AN INDIVIDUAL BASIS THROUGH BINDING ARBITRATION OR IN SMALL CLAIMS COURT ONLY. YOU AND NAPSPIN ALSO AGREE TO WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY AND TO WAIVE ANY AND ALL RIGHTS TO PARTICIPATE IN ANY WAY IN A CLASS ACTION IN CONNECTION WITH ANY SUCH DISPUTES OR TO MAKE OR PROCEED WITH ANY CLAIM ON A COLLECTIVE OR CONSOLIDATED BASIS. 19.1 All Disputes Covered. You and NapSpin agree that this agreement covers all concerns, complaints, demands for relief, disputes, and claims of any kind and in the broadest possible sense that may arise between you and NapSpin (each a “Dispute,” and, collectively, the “Disputes”). Disputes covered by this agreement include, but are not limited to, those arising out of or related in any way to these Terms, including NapSpin’s privacy policy; the operation and content of the Site; your use of the Site; communications and interactions between you and NapSpin; promotions by NapSpin; and all purchases of, requests for, and uses by you of all products and services offered by NapSpin (including all Offerings and Supplemental Offerings). You and NapSpin further agree that this mutual obligation to arbitrate encompasses Disputes of every kind and description, including, but not limited to, statutory, regulatory, constitutional, and common law Disputes, including, but not limited to, those involving allegations of negligence and intentional wrongdoing (including fraud and misrepresentation) and tax controversies, and irrespective of the source or origin of the law which may govern or give rise to such Disputes and irrespective of whether other parties may be involved in such Disputes. 19.2 All Persons and Entities Covered. You and NapSpin agree that this agreement applies to all agents, attorneys, contractors, subcontractors, service providers, employees, and all others acting for, or on behalf of, you and NapSpin, or under your or NapSpin’s direction or control, and all companies affiliated with NapSpin (including, but not limited to, parents, subsidiaries, and sibling corporations, if any). This arbitration agreement is binding not only on you and NapSpin, but also your and NapSpin’s respective heirs, successors, and assigns. 19.3 Governing Law. You and NapSpin agree that all arbitrations between you and NapSpin under this agreement are governed by the Federal Arbitration Act (“FAA”) and federal law, notwithstanding any state or local laws, or the laws of other countries, concerning or purporting to place limits on the availability or scope of arbitration or imposing obligations greater than, or inconsistent with, the FAA. In all other respects, the laws of the State of Massachusetts shall control to the fullest extent permitted, without giving effect to any principles that provide for the application of the laws of another jurisdiction, but only to the extent that the laws of California are consistent with the FAA. With regard to dispute resolution between you and NapSpin (including arbitration), if there is a conflict between this provision and any other provision of the Terms regarding governing law, this provision shall control. 19.4 The Informal Settlement Process. Before you or NapSpin can file a claim in arbitration or small claims court, you and NapSpin are each required first to participate in an informal settlement process for a period of sixty (60) days for the purpose of resolving all Disputes. To initiate the informal settlement process, the claiming party must send to the other party a short, written statement (a “Claim Statement”) providing the claimant’s name and address; explaining the Dispute in sufficient detail for the other party to understand and investigate it; and presenting a proposal for resolving it (including any amount of money being claimed and how that amount was calculated). You agree to send Claim Statements by email to Sales@NapSpin.co. If applicable, NapSpin agrees to send Claim Statements by email to an email address you have previously provided to NapSpin. You and NapSpin will then, upon receipt of any Claim Statement, attempt in good faith to resolve each Dispute described in the Claim Statement on an individual basis. If any such Dispute is not resolved within sixty (60) days following the receipt of a Claim Statement, you and NapSpin thereafter have the right to resolve any such Dispute either in small claims court or by individual arbitration, subject to the requirements described below. Any statutes of limitations applicable to such Disputes shall be suspended for the sixty (60) day period during which you and NapSpin attempt to resolve such Disputes informally. You and NapSpin may agree to extend the period for informally resolving such Disputes beyond sixty (60) days, and, if so, any applicable statutes of limitation will be suspended for that additional period as well. 19.5 Disputes Not Settled Informally May Only Be Resolved in Small Claims Court or By Individual Arbitration. At the conclusion of the sixty (60) day informal settlement period, Disputes presented in a Claim Statement, but not resolved, may be asserted on an individual basis in either (1) small claims court in: (a) the county or parish where you live, if such a court is available and has jurisdiction to hear the Dispute; or (b) another location you and NapSpin agree on, but only if the Disputes (and the relief sought) qualify to be brought in that court; or (2) binding individual arbitration as provided for in this agreement, below. 19.6 ARBITRATION RULES AND REQUIREMENTS: While there is no judge or jury in an arbitration, the arbitrator has the power to hear and resolve all claims and to award all the relief that a court can award to an individual litigant, and must interpret and apply this agreement as a court would. Court review of an arbitration decision is limited. To the extent that any cause of action or claim for relief cannot for any reason be addressed in arbitration, you and NapSpin agree that any court proceedings shall be stayed pending the final resolution in arbitration of all arbitrable causes of action and claims for relief. In the event you and NapSpin disagree on whether a Dispute must be arbitrated or disagree concerning the scope of the arbitrator’s powers, the arbitrator shall have, but only to the extent permitted by law, the sole authority to address all such disagreements, including, but not limited to, arguments concerning or related to the formation, legality, interpretation, and enforceability of this agreement, the scope of the arbitration agreement, the applicability of this agreement to you and NapSpin, and the arbitrability of any Dispute arising between you and NapSpin. Any court of competent jurisdiction will have the authority to enforce these arbitration requirements (including those related to Mass Arbitration set forth below) and, if necessary, enjoin the filing or prosecution of any arbitrations and the assessment of fees by the American Arbitration Association (“AAA”) or any other organization, arbitrator, or mediator in a manner inconsistent with this agreement. 19.7 General Arbitration Rules. The arbitration process and dispute resolution process will differ depending on whether your claim is pursued individually or as part of a Mass Arbitration (which is defined below). In the case of a Mass Arbitration, if there is a conflict between these General Arbitration Rules and the rules described below pertaining to Mass Arbitration, the Mass Arbitration Rules will control. Otherwise, these rules (the “General Arbitration Rules”) shall, alone, control. All arbitrations shall be before a single arbitrator. Arbitrations involving consumer Disputes shall be governed by this agreement and the then-current AAA Consumer Arbitration Rules and the AAA Consumer Due Process Protocol, which you can find here: https://www.adr.org/consumer. All other arbitrations shall be governed by this agreement and the then-current AAA Commercial Arbitration Rules and the AAA Optional Appellate Rules, which you can find here: https://www.adr.org/commercial. To the extent there is a conflict between this agreement and any applicable AAA rules and protocols, this agreement shall control except to the limited extent necessary to preserve the mutual obligation to arbitrate Disputes on an individual basis. Disputes that involve an individual claim for less than $25,000 (US) in actual or statutory damages (but not including any amounts claimed for attorneys’ fees and incidental, consequential, punitive, or exemplary damages, and excluding any damage multipliers), must be resolved exclusively through binding non-appearance-based arbitration based solely on the written submissions of the parties, including affidavits. All other arbitrations will be conducted, at your election, either by telephone, online, or based solely on written submissions, including affidavits, and will not involve any personal appearances by parties or witnesses unless you and NapSpin agree otherwise. Any personal appearances agreed to by you and NapSpin must be at a location convenient to you. Judgment on an arbitrator’s award may be entered in any court that has jurisdiction to do so. For individual arbitrations (including bellwether arbitrations only under the Mass Arbitration Rules, below), the AAA shall be the arbitration administrator. To begin an arbitration proceeding, the party initiating the arbitration must send a letter requesting arbitration and describing the Dispute(s) to the American Arbitration Association Case Filing Services, 1101 Laurel Oak Road, Suite 100, Voorhees, NJ 08043, or by filing such a request online through the AAA’s website: https://www.adr.org/Support. For requests for arbitration initiated against NapSpin, a copy of the arbitration request shall also be sent to NapSpin by email to Sales@NapSpin.co. If the AAA is, for any reason, unavailable, unable, or unwilling to administer any arbitration which it is required to administer under these rules, you and NapSpin shall negotiate in good faith on the substitution of another organization or individual to handle the arbitration in a manner that is consistent with the requirements of our agreement. If such an alternative cannot be agreed upon, you or NapSpin may petition a court of competent jurisdiction to appoint an organization or individual to conduct the arbitration in a manner consistent with the requirements of this agreement. 19.8 Mass Arbitration Rules. If and only if twenty-five (25) or more consumers (each a “Mass Arbitration claimant”) or their lawyers file, threaten to file, or indicate an intention to file demands for arbitration against NapSpin raising substantially identical Disputes, and counsel for the claimants are the same or coordinated across such Disputes (a “Mass Arbitration”), these special rules shall apply (the “Mass Arbitration Rules”). In the case of a Mass Arbitration, to the extent there is a conflict between these Mass Arbitration Rules and any other provisions of the Terms, these Mass Arbitration Rules will control. These Mass Arbitration Rules shall not apply to you unless you qualify as a Mass Arbitration claimant. Each Mass Arbitration claimant must complete the informal settlement process before that Mass Arbitration claimant can proceed to arbitration. Counsel for claimants and NapSpin shall agree to the submission of a single Claim Statement for all Mass Arbitration claimants, but only if that Claim Statement identifies all Mass Arbitration claimants by name and mailing address. Once the sixty (60) day informal settlement process has ended for all Mass Arbitration claimants, the Mass Arbitration claimants must then follow the “bellwether procedure” described below in which a group of ten (10) selected claimants proceed to arbitration (each a “bellwether arbitration”), followed by a mandatory mediation process through which the Disputes of Mass Arbitration claimants may be settled. Any statutes of limitations applicable to Disputes in a Mass Arbitration shall be stayed until the informal settlement process has been completed for all Mass Arbitration claimants. Counsel for the Mass Arbitration claimants and NapSpin’s counsel shall each select five (5) claimants for bellwether arbitrations (ten (10) in total) to be each promptly decided individually as a bellwether arbitration conducted pursuant to the General Arbitration Rules, with each case assigned to a separate arbitrator. NapSpin reserves the right, at its sole discretion, to permit counsel for claimants to select all ten (10) bellwether cases. Each bellwether arbitration shall be completed within one-hundred-twenty (120) days from the date by which all ten (10) Mass Arbitration claimants have been selected for bellwether arbitrations unless the parties agree to a different deadline. In the meantime, no other demands for arbitration may be filed, processed, or in any way deemed filed by the arbitration administrator or arbitrator, but instead shall be stayed until the ten bellwether arbitrations and the subsequent mediation process required by the Mass Arbitration Rules (and described below) has ended. No fees or arbitrator compensation shall be assessed regarding such stayed cases while the bellwether arbitrations are arbitrated and until the mediation required by the Mass Arbitration Rules is concluded. For such stayed Disputes, all applicable statutes of limitation shall be stayed until the mediation process required by these Mass Arbitration Rules has ended. Upon the resolution of the ten (10) bellwether cases, counsel for NapSpin and counsel for the Mass Arbitration claimants shall participate promptly and in good faith in non-binding confidential mediation for a period of sixty (60) days in a good faith effort to resolve all the Disputes of the Mass Arbitration claimants. This mediation shall be conducted by the AAA under the then-current Mediation Procedures of the AAA. Mediation Procedures of the American Arbitration Association M-1. Agreement of Parties. If, prior to or during the mediation required by these Mass Arbitration Rules, NapSpin presents a written settlement offer seeking to resolve the claims of some or all Mass Arbitration claimants, counsel for those claimants shall, to the extent allowed by law, present that written settlement offer to each Mass Arbitration claimant to which it is directed. If the bellwether arbitrations and the subsequent mediation are unsuccessful in resolving the Disputes of all Mass Arbitration claimants, then, after the conclusion of the bellwether arbitrations and mediation, those Mass Arbitration claimants whose Disputes have not been resolved may each pursue those Disputes on an individual basis with FairClaims, Inc. (“FairClaims”) only (and not with AAA or any other arbitration or organization or arbitrator), https://www.fairclaims.com, to be arbitrated not under the General Arbitration Rules above (which shall be inapplicable), but under FairClaims’s then-current Small Claims Rules & Procedures, FairClaims Small Claims Rules & Procedures. You and NapSpin agree to split FairClaims’ fees equally, while reserving the right to ask the arbitrator to allocate the fees differently, which the arbitrator may do to the extent permitted by applicable law or if fairness so requires. Any arbitrations initiated by Mass Arbitration claimants and pending at the conclusion of mediation with arbitration organizations or arbitrators other than FairClaims shall promptly be dismissed without prejudice. To the extent that any cause of action or claim for relief cannot for any reason be addressed by FairClaims under its Small Claims Rules & Procedures, you and NapSpin agree that any court proceedings involving Mass Arbitration claimants and NapSpin concerning their Disputes shall be stayed pending the final resolution in arbitration with FairClaims of all arbitrable causes of action and claims for relief. If the AAA is, for any reason unavailable, unwilling, or unable to handle the bellwether arbitrations and mediation called for by these Mass Arbitration Rules, NapSpin and counsel for claimants shall negotiate in good faith for the substitution of another organization or individual to carry out these functions in a manner that is cost effective to both parties and proceeds in accordance with the requirements of these Mass Arbitration Rules. If such an agreement cannot be reached for any reason, NapSpin or counsel for claimants may petition a court of competent jurisdiction to appoint an organization or individual to conduct the bellwether arbitrations and mediation consistent with the requirements of these Mass Arbitration Rules. In the event that the Mass Arbitration Rules are determined to be unenforceable for any reason in a decision of any arbitrator or court as to which further review is foreclosed and all motions, appeals, and petitions for review have been resolved fully (a “Final Determination”), then you and NapSpin agree that all unresolved Disputes between Mass Arbitration claimants and NapSpin must be filed in and resolved by a court of competent jurisdiction only (including on a class action basis if the Dispute so qualifies), and shall not be filed in, pursued further, or resolved through arbitration or otherwise be subject to any contractual obligation to arbitrate. To the extent that any arbitrations filed by or on behalf of Mass Arbitration claimants remain pending upon the event of a Final Determination, they shall immediately be dismissed without prejudice. A finding that these Mass Arbitration Rules are unenforceable for any reason, including any Final Determination, shall have no effect on the validity or enforceability of any other provisions of these Terms, including, but not limited to, the General Arbitration Rules and all provisions of this agreement applicable to Disputes which do not involve Mass Arbitration claimants. 19.9 No Class Actions. Except as expressly provided for in the Mass Arbitration Rules in the event of a Final Determination, you and NapSpin agree that all Disputes must be resolved on an individual basis only. This means that in such circumstances: (a) neither you nor NapSpin can bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action; (b) an arbitrator cannot combine multiple claimant’s claims into a single case (or preside over any consolidated, class, or representative action); and (c) an arbitrator’s decision or award in one person’s case can only decide the Disputes of that claimant, not other claimants. Nothing in this agreement, including this section, is intended to limit the relief available to either you as an individual or NapSpin in arbitration or small claims court, including equitable relief that an arbitrator may be required to make available by applicable law. Nor does anything in this section limit your or NapSpin’s rights to resolve a Dispute by mutual agreement through a class-wide settlement of claims whether through mediation or otherwise. 19.10 Fees and Costs. You and NapSpin will each bear their own costs and attorneys’ fees in the event of a Dispute, provided, however, that either party may recover attorneys’ and arbitral fees and costs to the extent permitted by applicable law or under applicable arbitration rules. If an arbitrator determines that an arbitration has been brought in bad faith, for an improper purpose, or to exert unfair pressure greatly disproportionate to the harm alleged, or that the demand was entirely frivolous, the arbitrator may award costs, arbitration fees, and attorneys’ fees to the party defending itself in connection with any such Disputes. 19.11 Rules of Construction. The requirements of the Terms related to dispute resolution shall be interpreted, to the maximum extent permitted by law, to facilitate the resolution of all Disputes in arbitration in a way that is cost-effective to all parties. 19.12 Severability. If for any reason any provision of the Terms related to dispute resolution shall be held to be unenforceable, the remaining provisions of the Terms shall remain in effect to the maximum extent permitted by law in a manner that facilitates resolution of Disputes in arbitration in a way that is cost effective to all parties. To the extent that any provision of the Terms is found to be inconsistent with rights, duties, and requirements of the arbitration agreement, or where the application of such a provision would change or render unenforceable any provision of the arbitration agreement, such provision shall be null, void, and of no effect for purposes of dispute resolution and the dispute resolution provisions shall control. 19.13 Survival. All provisions of the Terms relating to dispute resolution shall survive the termination, cancellation, or expiration of the Terms or of your customer relationship with NapSpin. 19.14 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: arbitrationoptout@NapSpin.co, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your NapSpin username (if any), the email address you used to set up your NapSpin account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

20. GOVERNING LAW AND VENUE

THIS AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT.

21. TERM, TERMINATION AND SURVIVAL

21.1 Term. The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use the Offerings, unless terminated earlier in accordance with the Agreement. 21.2 Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used the Offerings or (b) the date you accepted the Agreement and will remain in full force and effect while you use any Offerings, unless earlier terminated in accordance with the Agreement. 21.3 Termination. Notwithstanding anything contained in this Agreement, we reserve the right, without notice and in our sole discretion, to terminate or suspend your right to access or use the Site and to order, receive and use the Products, at any time and for any or no reason, including, without limitation, any violation of this Agreement. You can cancel your Service in accordance to the terms set forth in Sections 4 and 7.3 hereunder. Except as set forth above, the Service subscription fee shall be non-refundable. If timely payment cannot be charged to your payment provider for any reason, if you have materially breached any provision of the Agreement, or if NapSpin is required to do so by law (e.g., where the provision of the Site, the App or the Services is, or becomes, unlawful), Company has the right to, immediately and without notice, suspend or terminate any services provided to you. You agree that all terminations for cause shall be made in NapSpin’s sole discretion and that NapSpin shall not be liable to you or any third party for any termination of your Account. We reserve the right to change any and all Content and to modify, suspend or stop providing access to the Site (or any features or functionality of the Site) and the Products at any time without notice and without obligation or liability to you. 21.4 Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Service also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof). Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Service may involve deletion of Your Content associated therewith from our live databases. NapSpin will not have any liability whatsoever to you for any suspension or termination. All provisions of the Agreement which by their nature should survive, shall survive termination of the Offering or Service, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability. 21.5 No Subsequent Registration. If your registration(s) with or ability to access the Service is discontinued by NapSpin due to your violation of any portion of the Agreement, then you agree that you shall not attempt to re-register with or access the Service through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Services to which your access has been terminated. In the event that you violate the immediately preceding sentence, NapSpin reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

22. SEVERABILITY AND WAIVER

If any of this Agreement are determined by any competent jurisdiction to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions, and provisions which will continue to be valid to the fullest extent permitted by law. No waiver by NapSpin of any provision in this Agreement shall be deemed a further or continuing waiver of such provision or a waiver of any other provision, and any failure to assert a right or provision under this Agreement does not constitute a waiver of such right or provision.

23. MISCELLANEOUS

This Agreement and any document expressly referred to herein constitute the whole agreement between you and NapSpin, and supersede all previous discussions, correspondence, negotiations, arrangements, understandings, or agreements between us relating to the subject matter of any contract. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of NapSpin. Except as otherwise provided herein, this Agreement is intended solely for the benefit of the parties and is not intended to confer third party beneficiary rights upon any other person or entity.

24. CONSUMER COMPLAINTS

In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

25. ELECTRONIC COMMUNICATIONS

The communications between you and use electronic means, whether you visit Services or send NapSpin emails, or whether NapSpin posts notices on Services or communicates with you via email. For contractual purposes, you (1) consent to receive communications from NapSpin in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications related to these Agreement that NapSpin provides to you electronically satisfy any legal requirement that such communications would satisfy if they were made in writing in a physical document. The foregoing does not affect your statutory rights.

26. EXPORT CONTROL

You may not use, export, import, or transfer the Offerings except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Services, and any other applicable laws. In particular, but without limitation, the Offerings may not be exported or re-exported (1) into any United States embargoed countries, or (2) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

27. NOTICE

Where NapSpin requires that you provide an email address, you are responsible for providing NapSpin with your most current email address. If the last e-mail address you provided to NapSpin is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by this Agreement, NapSpin ’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.