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Terms Of Use

Terms of Use

Last Updated Dec 29, 2025

These Terms of Use (“Terms”) apply to (i) your access to and use of the website located at cozyearth.com (or any successor links), all associated web pages, websites, and social media pages and our mobile applications that may be downloaded to your mobile device (e.g., tablet, cell phone, etc.,) (collectively the “Site”) provided by Cozy Earth Holdings, Inc. (“Company”, “we”, “our”, and “us”); (ii) any online-based services we provide (including the Site, which together are the “Services”); and (iii) your purchase of any goods or products from us through our Services (“Products”). 

  1. Agreement to these Terms

By accessing, browsing, or otherwise using the Services or otherwise clicking “Accept,” “Purchase,” or a checkbox or similar button (if one is presented to you), you hereby accept and agree to be bound by these Terms. IF YOU DO NOT AGREE TO ACCEPT AND ABIDE BY THESE TERMS, THEN YOU MAY NOT ACCESS OR USE THE SERVICES.

IMPORTANT: THESE TERMS ARE A LEGALLY BINDING CONTRACT BETWEEN YOU AND THE COMPANY THAT AFFECTS OUR RESPECTIVE LEGAL RIGHTS AND INCLUDES A MANDATORY INDIVIDUAL ARBITRATION REQUIREMENT AND CLASS ACTION AND JURY TRIAL WAIVER, WHICH ARE SET FORTH BELOW IN SECTION 21. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE ANY SERVICES PROVIDED BY THE COMPANY. 

We may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of our Products or Services (“Supplemental Terms”). Any Supplemental Terms become part of your agreement with us if you purchase or use the applicable Products or Services, and if there is a conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control for that conflict. The following are Supplemental Terms:

We may make changes to these (a) Terms, (b) the Services, or (c) any Products made available through the Site. The “Last Updated” date above indicates when these Terms were last changed. If we make future changes, we may provide you with notice of such changes, such as by sending an email, providing a notice through our Services, or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must immediately stop using our Services. Be sure to return to the Services periodically to ensure you are familiar with the most current version of these Terms. 

  1. Eligibility 

Our Services include the sale of consumer goods, as we offer them on our Site. You may access these Services and purchase Products with or without an account. Users under 18 years of age (or the age of legal majority where you live) may not use our Services or purchase Products. We reserve the right to refuse service, and/or use of, or access to the Services to anyone at any time. 

By using our Services, you represent and warrant that: (a) you are at least the age of majority in your state or province of residence; (b) you have the legal capacity to enter into this agreement and to abide by these Terms; (c) you are using the Site for personal, non-commercial purposes – specifically, to browse and purchase Cozy Earth Products for your own use or as gifts, and not for resale or unlawful purposes; and (d) you will abide by all applicable laws and these Terms in your use of the Services.

  1. Accounts 


  1. Cozy Earth Account


We may offer you the ability to create a free account with us (“Account”). If you create an Account, you are responsible for maintaining the confidentiality of your login credentials and restricting access to your account. If you believe someone else has accessed your account or is otherwise using your login credentials, please change your password and notify us immediately using the contact information below under “Contact Us.” You may not impersonate someone else or create an account under someone else’s name or an invalid identity. We reserve the right to refuse registration, cancel, deactivate, or suspend any Account, at any time in our sole discretion, including if we suspect a violation of these Terms or any other misuse of the Services. If we suspend, deactivate, or terminate your Account, you will not create another account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party, without our prior written permission. 


  1. Cozy Earth Premium Membership

Part of our Services may require access to our premium membership service, which is a member-only offering that provides exclusive benefits with your payment of an annual fee (the “Cozy Earth Membership”). To access the Cozy Earth Membership, you are required to have an active membership with us as further described in Section 11 below. 

  1. Your Information

We have developed a Privacy Policy to describe our privacy practices and how we collect, use, and disclose the personal information of those individuals who visit, access, or use the Services. Please see our Privacy Policy for further information.

  1. Contributions

Our Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums reviews, ratings, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or through the Services, including text, writings, video, audio, photographs, graphics, comments, suggestions, feedbacks, reviews, or other material  (collectively, “Contributions”). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. You are solely responsible for all Contributions that you provide and for their legality, originality, and appropriateness. Contributions are not generated by the Company.

You represent and warrant that your Contributions:

  1. are created by you and that you are the owner and have the necessary licenses, rights, consents, releases, and permissions, to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms including written consents, releases, and/or permissions of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms. 

  2. are not unlawful, libelous, defamatory, obscene, pornographic, discriminatory, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent; 

  3. do not constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or otherwise create liability, or violate any local, state, national, or international law;

  4. do not infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any party;

  5. do not contain or depict any statements, remarks, or claims that do not reflect your honest views and firsthand experiences;

  6. do not impersonate, or misrepresent your affiliation with, any person or entity;

  7. do not contain any unsolicited promotions, political campaigning, advertising, or solicitations;

  8. do not contain any private or personal information of a third party without such third party’s consent;

  9. do not contain any viruses, corrupted data, or other harmful, disruptive, or destructive files or content; or

  10. in our sole judgment, are not objectionable, and do not restrict or inhibit any other person from using or enjoying our Services or may expose the Company or others to any harm or liability of any type.

By providing Contributions to any part of the Site or making Contributions accessible to the Site by linking your Account to any of your social networking accounts, you grant Company a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, fully paid, and sublicensable (through multiple tiers) license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and publicly perform and display your Contributions in all media formats and channels now known or later developed for any purpose without compensation to you or any third party for the Company’s business purposes.

The Company reserves the right, but does not have the obligation, to, at any time and for any reason:

  1. review, prescreen, edit, redact, otherwise modify, reorganize, or recategorize the Contributions; 

  2. delete Contributions from the Services;

  3. archive or otherwise store any Contributions; 

  4. to impose limits on Services features (e.g., the ability to provide Contributions); and 

  5. to restrict your access to all or parts of the Services at any time for any reason, including any breach of these Terms. 

If you believe that any content on the Services infringes any copyright that you own or control, please follow the process described below under “Copyright Policy.” If you believe that anything on the Services violates a law or regulation or breaches any provision of these Terms, please notify us using the contact information below under “Contact Us.”

  1. Copyright Policy


If you know or suspect that any of the materials on the Services have been used or copied in a way that constitutes copyright infringement, please send notice to our designated agent identified below. According to the U.S. Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(3), your notice must comply with the following requirements:


The designated agent for notice of copyright infringement claims may be reached as follows: 


[Business Name: Cozy Earth Holdings, Inc.

Designated Agent: Copyright Agent

Address: [3401 North Thanksgiving Way, Suite 300, Lehi, UT 84043]

Telephone Number: [(385) 225-9268]

Email Address: [[email protected]]. 


The preceding information is provided exclusively for notifying us that your copyrighted material may have been infringed. All other inquiries, such as questions related to items available for purchase on the Services and requests or concerns regarding improper content, will not receive a response through this process.


  1. Third-Party Services

    1. Linked Third-Party Services

Our Services may invite you to link your Account with your online accounts with third party-service providers (e.g., Facebook, Apple, Instagram, Google, Shop Pay, etc., each a “Third-Party Account”) either by: (1) providing your Third-Party Account login information through the Site; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. 

You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. 

By granting us access to any Third-Party Accounts, you understand that:

 (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Site via your Account, including any friend lists; and 

(2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. 

Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Site. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Site. You will have the ability to disable the connection between your account on the Site and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You can deactivate the connection between the Site and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable).

  1. Brand Ambassador and Influencer Program 

Our Services may provide you the opportunity to be part of our Brand Ambassador or Influencer programs. Your participation in our Brand Ambassador or Influencer program may be subject to your acceptance and agreement to third-party terms and acknowledgement of a third-party privacy policy for those third parties we have partnered with to operate those programs on our behalf. Please read those terms and policies carefully as they are solely as between you and the applicable third party—we will have no responsibility for any acts or omissions occurring in connection with those terms and policies. 

  1. Other Third-Party Services

The Services may provide links to third-party websites for your convenience only. The Services may also allow for you to pay with third-party checkout and payment methods (e.g., Shop Pay, PayPal, Google Pay, Venmo, etc.) (the “Third-Party Payment Processors”). The inclusion of these links or Third-Party Payment Processors, does not imply that the Company monitors or endorses these websites, the Third-Party Payment Processors, or their respective practices. The Company does not accept any responsibility for such websites or Third-Party Payment Processors. The Company will not be responsible or liable, directly or indirectly, for any damage or loss, caused or alleged to be caused by or in connection with the use of or the reliance upon any information, content, goods, or services available on or through any third-party websites, linked resources, or Third-Party Payment Processors.  Your use of these websites, linked resources, and Third-Party Payment Processors are subject to their own terms and conditions and privacy notices, which you must read and agree to before using. 

  1. Apple Store and Google Play Store

With respect to our mobile application obtained from either the Apple Store or Google Play Store (each an “App Distributor”) to access the Services: 

(1) the license granted to you for our mobile application is limited to a non-transferable license to use the mobile application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; 

(2) we are responsible for providing any maintenance and support services with respect to the mobile application as specified in the terms and conditions of this mobile application license contained in these Terms or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the mobile application; 

(3) in the event of any failure of the mobile application to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the mobile application, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the mobile application; 

(4) you must comply with applicable third-party terms of agreement when using the mobile application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the mobile application; and 

(5) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Terms, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Terms against you as a third-party beneficiary thereof.

  1. Prohibited Conduct

You will not copy, reproduce, scrape, download, distribute, modify, republish, upload, license, adopt, adapt, edit, post, or transmit the content on the Site or our Services nor create any kind of derivative works from or exploit the content in any way, except as may be otherwise explicitly permitted by us in writing. 

With respect to any of our Services, you will not, and you will not allow any third party to:

  1. Use our Services if you are not eligible to use our Services as described herein;

  2. Use our Services other than for their intended purpose as set forth in these Terms;

  3. Violate any applicable law, contract, intellectual property right, or other third-party right, or commit a tort;

  4. Engage in any harassing, threatening, intimidating, predatory, or stalking conduct;

  5. Use or attempt to use another user’s account or information without authorization from that user and Company;

  6. Impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;

  7. Sell or resell our Services;

  8. Copy, reproduce, distribute, publicly perform, or publicly display all or portions of our Services, except as expressly permitted by us or our licensors; 

  9. Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services; 

  10. Use our Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Services or that could damage, disable, overburden, or impair the functioning of our Services in any manner;

  11. Reverse engineer any aspect of our Services or do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any part of our Services; 

  12. Develop or use any applications that interact with our Services without our prior written consent;

  13. Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes; 

  14. Use our Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms, including engaging in any overtly harmful act toward any other user of the Site with whom you connected with via the Site; or

  15. Replicate any portion of the Services or the content therein to create a similar or competing website or service.

The Company may, at any time and for any reason, in its sole discretion, and without notice or liability, suspend, deactivate, or terminate your access to or use of the Services, and may terminate these Terms, including, if you breach these Terms or any other applicable agreement or if you act in a manner inconsistent with applicable laws or regulations.

  1. Product Information

We endeavor to ensure that the Product descriptions, photographs, pricing, promotions, offers, shipping charges, transit times, availability, and other information on the Site are accurate and up-to-date. However, we do not warrant that all such information is error-free, complete, or current. For example, there might be occasions where Product descriptions are incomplete, colors on your screen may not exactly match the actual Product, or pricing errors may occur. We reserve the right, but are not obligated, to correct any of the errors, and to change or update information or cancel orders if any information in the Services or on any related website is inaccurate at any time without prior notice (including after you have submitted your order). No specified update or refresh date applied on the Services or any related website should be taken to indicate that all information in the Services or on any related website has been modified or updated.

All Products displayed on our Site are subject to availability. We cannot guarantee that an item will be in stock until your order is accepted and shipped. We reserve the right to discontinue any Product or offer at any time. Certain Products or special offers may be available exclusively online through the Site (and not in any physical stores) and are subject to any limits described. If we discover an error in pricing or any Product information, we reserve the right to correct it. We may refuse or cancel any orders placed for a Product listed at an incorrect price or with erroneous details, whether or not the order has been confirmed and your payment processed. If your payment has already been charged for the purchase and we cancel the order, we will issue a credit to your original payment method in the amount of the charge. 

  1. Terms of Sale

By purchasing a Product through the Services (a “Transaction”), you agree to the terms set forth below (the “Terms of Sale”).

  1. Eligibility. To complete your purchase, you must have a valid billing and shipping address within a country that can be selected as part of the checkout process on the Site (the “Territory”). We make no promise that the Products available on the Site are appropriate, lawful, or available for use in locations outside the Territory.

  2. Restrictions. You may only purchase Products for personal use by either yourself or your intended recipient of the Products. The Products are not authorized for resale. We may place a limit on the quantities that may be purchased per order, per account, per payment card, per person, or per household. We reserve the right, without prior notice, to refuse service to any customer or reject any order at any time and refund any money you have paid for such order.

  3. Price. Prices shown on the Site exclude all taxes or charges for shipping and handling. Taxes and shipping and handling costs will be added to the amount of your purchase and itemized on the checkout page. You will have an opportunity to review taxes and delivery costs before you confirm your purchase. All prices on the Site are subject to change at any time without notice. If we do not collect taxes on merchandise shipped to a jurisdiction in which we do not have substantial nexus, then you will be liable to the appropriate taxing authority for any sales taxes relating to your purchase from the Site. 

  4. Product Subscriptions. Certain Products made available through our Services on the Site (including the Fount Society Products), may have the option of being purchased with a subscription term (“Product Subscription”). BY OPTING TO ENROLL IN THE PRODUCT SUBSCRIPTION, UNLESS YOU NOTIFY US BEFORE A CHARGE THAT YOU WANT TO CANCEL OR YOU DO NOT WANT TO AUTO RENEW, YOU UNDERSTAND AND AGREE THAT THE SUBSCRIPTION WILL AUTOMATICALLY CONTINUE AT THE FREQUENCY (E.G., 2-MONTHS, 3-MONTHS, ETC.) YOU SELECT AT TIME OF THE INITIAL PURCHASE, AND YOU AUTHORIZE THE COMPANY TO CHARGE YOUR ACCOUNT (WITHOUT ADDITIONAL NOTICE TO YOU UNLESS REQUIRED BY APPLICABLE LAW) USING ANY ELIGIBLE PAYMENT METHOD WE HAVE ON RECORD FOR YOU AND SHIP YOU THE SUBSCRIBED PRODUCT. You may cancel or modify your Product Subscription at any time under the manage subscription section of your Account or by emailing us at [[email protected]].  

  5. Payment. If you wish to make a Transaction, you may be asked to supply certain relevant information, such as your payment card number and its expiration date, your billing address, and your shipping information, to us or our Third-Party Payment Processors. You represent and warrant that you have the right to use any payment card that you submit in connection with a Transaction. You authorize us to charge your payment method, including any updated payment method information we receive, for any charges you are responsible for under these Terms.

  6. Sales Tax. In the United States, we are required to collect applicable state and local sales tax on orders shipped to certain states. Taxes apply to most merchandise, but some states exclude certain items. Some taxing authorities also require the taxable amount to include any shipping and handling charges, while others charge sales tax only on merchandise. We are required to follow the rules of each state. Your final order total will include the applicable and appropriate state and local taxes. 

  7. Order Confirmation; Acceptance. You will have the opportunity to review and confirm your order, including delivery address, payment method, and other details of your order. Your order will be considered accepted when your payment is processed and we send you a confirmation email with an order confirmation number. Payment must be received by us before we accept an order. 

  8. Shipping; Delivery. We will add applicable shipping and handling fees to your orders. We will use commercially reasonable efforts to ship Products within a reasonable time after receipt of your properly completed order. Although we may provide delivery or shipment timeframes or dates, you understand that these represent our good faith estimates and may be subject to change and are dependent on the carrier. You further understand that Product availability may be limited, and particular Products may not be available for immediate delivery, in which case the Products will be delivered when they become available. If your order is delayed (either from the date specified at the time of the order or, if no date was specified, beyond 30 days from the date of your order), we will use reasonable, good faith efforts to contact you. If we cannot contact you, or you no longer wish to receive the item, we will cancel the order and promptly refund the amount tendered within seven (7) business days if the purchase was made using a third-party credit card. We will not be liable for any loss, damage, cost, or expense related to any delay in shipment or delivery. All Products purchased from the Site are delivered to the shipment carriers. The risk of loss and title for such items passes to you upon our delivery to the carrier. We may reject orders where the stated delivery address is outside of the United States, or if processed, you may be responsible for the payment of excise, tariff, or other fees as mandated by the applicable jurisdiction.

  9. Order Delays; Cancellation. We reserve the right to delay, refuse, or cancel any order before delivery. For example, if there are errors on the Site or made in connection with your order or inaccuracies in Product or pricing information or Product availability, we reserve the right to correct the error and charge you the correct price or cancel your order. We will contact you if any portion of your order is canceled or if additional information is required to accept your order. Occasionally, the manufacture or distribution of a certain Product may be delayed. In such event, we will make reasonable efforts to notify you of the delay and keep you informed of the revised delivery schedule.

  10. International Orders. We do not directly sell certain Products in any jurisdiction other than the United States of America, as these Products may not be approved for sale in other jurisdictions. While we may choose to accept orders for Products from customers residing in countries outside of the United States, the acceptance of these orders and the sale of such Products are subject to the following conditions:

Please note that the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA) do not apply to these Terms or any transactions on our Site. We explicitly opt out of their application.

  1. Returns. 

    • Please review our Return Policy posted on the Site prior to making any purchases. 

    • Return or Exchange of Fount Society Products:  For any Fount Society Products you purchase from us, if you are unhappy after purchasing or trying them out, you may return or exchange them within 30 days of receiving your order. Qualifying returns must be at least fifty percent (50%) full. You can receive a full refund to the original form of payment or store credit. Returns are available only to U.S. customers. You are responsible for any return shipping costs. We reserve the right to limit or refuse a return based on internal policies, and partial returns of bundles are not allowed. Initial shipping costs are non-refundable. If you purchased any Fount Society Products using a gift card and return such products in accordance with this paragraph, your refund will be in the form of another gift card for future use. 

We will happily send a replacement if a Fount Society Product arrives broken or damaged. A photograph of the damage/defect is required and must be reported within 48 hours of receiving your order. Regular wear is normal with use and is not covered by our return or exchange policy. Defects that inhibit the use of the Product will be subject to replacement.

  1. Product Warranty. Please visit our Warranty page for details on the warranties we provide on our Products and to submit a warranty claim.

  2. Replacement Warranty. The Company offers a limited replacement warranty for Products with defects in materials and workmanship. If a claim is in excess of three, you will need to return the Products to us for a refund of the purchase price. The replacement items that we provide are subject to these Terms. This replacement warranty does not cover damage caused by misuse, normal wear and tear, accident, improper handling, or unauthorized repair. Failure to return previous replacements will void a refund being provided. This replacement warranty is only for orders placed on the Site. 

  3. Cozy Earth Package Protection. The Company offers, at an additional non-refundable cost, an additional package protection (“Cozy Earth Package Protection”) to assist with any missing Products. For more information on the Cozy Earth Package Protection, please visit our FAQ’s.

  1. General. In certain jurisdictions, you may purchase the Cozy Earth Membership, which provides you with access to certain benefits and premium access to our Services and is subject to these Terms. For more information on the Cozy Earth Membership, including current benefits, pricing, and how to sign up for the Cozy Earth Membership, please visit us at https://cozyearth.com/pages/loyalty-sign-up (or any successor link). As part of the Services, we may change pricing and benefits for the Cozy Earth Membership program at any time. 

  2. Membership Term. By enrolling in the Cozy Earth Membership, you authorize the Company to maintain your Account information and charge your Account the membership fee. The length of your Cozy Earth Membership will be yearly and will cancel unless you affirmatively opt-in to automatically renew for additional successive periods equal in length to your initial Cozy Earth Membership period. IF YOU HAVE OPTED INTO AUTORENEWING YOUR COZY EARTH MEMBERSHIP, UNLESS YOU NOTIFY US BEFORE A CHARGE THAT YOU WANT TO CANCEL OR DO NOT WANT TO AUTO RENEW, YOU UNDERSTAND AND AGREE THAT YOUR COZY EARTH MEMBERSHIP WILL AUTOMATICALLY CONTINUE AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE YOU FOR AND TO OTHERWISE COLLECT THE THEN-APPLICABLE COZY EARTH MEMBERSHIP FEE AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD WE HAVE ON RECORD FOR YOU. 

  3. Cancellation. You may cancel your Cozy Earth Membership under the manage subscription section of your Account on the Site or by emailing us at [[email protected]]. The Cozy Earth Membership fee is non-refundable, and following any cancellation, you will continue to have access to the Cozy Earth Membership through the end of your current subscription period. We may change the prices charged for the Cozy Earth Membership at any time by posting updated pricing through the Services. If all eligible payment methods we have on file for you are declined for payment of your Cozy Earth Membership fee, you must provide us with a new eligible payment method promptly, or your Cozy Earth Membership will be canceled. If you provide us with a new eligible payment method and are successfully charged, your new Cozy Earth Membership period will be based on the original renewal date and not the date of the successful charge. 

  4. Termination. In addition to the Company’s termination right set forth in these Terms, we may terminate your Cozy Earth Membership at our discretion. If we do so, we will give you a prorated refund based on the number of full months remaining in your Cozy Earth Membership subscription. We will not give any refund for termination related to conduct that we determine, in our discretion, violates these Terms or any applicable law, involves fraud or misuse of your Cozy Earth Membership, or is harmful to our interests or another user. Our failure to insist upon or enforce your strict compliance with these Terms will not constitute a waiver of any of our rights.

  5. Credits. 

    • Membership Store Credit. As a benefit of your Cozy Earth Membership, we may provide you with membership store credit, which can be used only to purchase Products or services on our Site. Any such store credit will expire one (1) month after the date you earn or receive the store credit. If you do not use your membership store credit before it expires, you forfeit your right to use it. Such membership store credit may not be exchanged or redeemed for cash or gift cards. As a benefit of your Cozy Earth Membership, you may also receive free shipping on orders within the United States. 

    • Membership Credit. By signing up for the Cozy Earth Membership, you may receive a portion of the dollars spent as rewards credit in your account. All reward credits will expire one year from the date earned. Please note that the rewards credits are not earned on the portion of the order that is covered using a discount code, Cozy Earth gift card, shipping, and taxes.

  1. Promotions

Any sweepstakes, contests, raffles, surveys, games, giveaways, flash sales, or similar promotions (collectively, “Promotions”) made available through the Services are subject to these Terms and may also be governed by additional terms that are separate from these Terms that we make available to you (“Promotions Terms”). If you participate in any Promotions, please review the Promotion Terms as well as our Privacy Policy. If the rules for a Promotion Terms conflict with these Terms, the Promotion Terms will govern.

  1. Marketing Communications

If you sign up or otherwise opt in to receive updates, promotional communications, or related materials from us, we will use your contact information to provide you with promotional and other communications pertaining to our and our affiliates’ products and services via email, physical mail, or telephone, as applicable. You may opt out of receiving promotional or marketing communications from us at any time by following the unsubscribe instructions in the applicable email or by contacting us as set forth herein. We may use third-party providers to deliver these communications to you.

If you opt in to receiving text messages and/or telephone calls when prompted, we may send you autodialed and other text messages at the telephone number you provide. Consenting to receiving text messages is not required to buy goods or services or to otherwise do business with us. Message and data rates may apply.

Please note that if you opt out of such marketing or promotional communications, you may still receive communications with us as necessary for administrative and transactional purposes, such as at your request or pursuant to providing the Services or Products to you.

  1. Ownership and Our Materials

Subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services for your non-commercial use and for no other purpose.

Unless otherwise indicated, the Services is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site or otherwise made available through the Services (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the Marks are provided “AS IS” for your information and personal use only. Except as expressly provided in these Terms, you may not copy, reproduce, aggregate, modify, republish, upload, post, publicly display, encode, translate, transmit, distribute, sell, license, or otherwise exploit for any commercial purpose whatsoever any part of the Services or the Content or Marks, without our express prior written permission.

Provided that you are eligible to use the Services, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use, and not for distribution or public performance or public display. We reserve all rights not expressly granted to you in and to the Services, the Content, and the Marks.

  1. Feedback

You may voluntarily post, submit, or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials, or other information about the Company or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgement or compensation to you, including to develop, copy, publish, or improve the Feedback or Services, or to improve or develop new products, services, or the Services in Company’s sole discretion. The Company will exclusively own all improvements to, or new, Company products, services, or Services based on any Feedback. You understand that Company may treat Feedback as nonconfidential. 

  1. Warranty; Disclaimer of Warranties

THE SERVICES AND ANY THIRD-PARTY SERVICES AVAILABLE VIA THE SITE ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE PRODUCTS, THE SERVICES, AND ANY THIRD-PARTY SERVICES AVAILABLE VIA THE SITE WILL BE AT YOUR SOLE RISK. EXCEPT AS SET FORTH IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, IN CONNECTION WITH THE SERVICES AND THE THIRD-PARTY SERVICES AVAILABLE VIA THE SITE AND YOUR USE THEREOF, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY  CONTENT AVAILABLE THROUGH THE SERVICES, THE CONTENT OF ANY WEBSITES LINKED TO THE SITE, OR THE CONTENT OF ANY THIRD-PARTY SERVICES AVAILABLE VIA THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (F) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

  1. Limitation on Liability

  1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY OR OUR AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES OR LIABILITY IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT, OR OTHER PROCEEDING ARISING UNDER OR OUT OF, OR IN CONNECTION WITH THESE TERMS, INCLUDING YOUR USE OF OR INABILITY TO USE THE SITE, THE SERVICES, OR ANY RIGHTS GRANTED TO YOU EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  2.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, OUR SERVICES, OR PRODUCTS, REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF THE AMOUNT PAID BY YOU FOR THE PRODUCT(S) OR SERVICE GIVING RISE TO THE CLAIM, IF ANY, OR $50.00 USD. 

  3. THE LIMITATIONS SET FORTH IN THIS SECTION 17 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL OR WILLFUL MISCONDUCT OF COMPANY OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

  1. Indemnification

To the fullest extent permitted by applicable law, you will defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and each of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, expenses, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (a) your Contributions; (b) your use of the Services or any Products; (c) your breach of these Terms; or (d) your violation of the rights of a third party, including any intellectual property rights or proprietary, privacy, or other rights of any party. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding that is subject to this indemnification upon becoming aware of it. This indemnification section will survive any termination or expiration of these Terms.

  1. Release

To the fullest extent permitted by applicable law, you release the Company and our subsidiaries, affiliates, and each of our respective officers, agents, partners, and employees the from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

  1. Contact Us

In order to resolve a complaint regarding the Services or to receive further information regarding the use of the Services, please contact us at:

Cozy Earth

3401 North Thanksgiving Way, Suite 300

Lehi, UT 84043 USA

[email protected]

Phone: 855-222-2699

  1. Dispute Resolution

PLEASE READ THIS DISPUTE RESOLUTION SECTION CAREFULLY (SUBSECTIONS (A) THOUGH (J) BELOW WILL BE REFERENCED HEREIN AS THE “DISPUTE RESOLUTION” SECTION OR “SECTION 21”) BECAUSE IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION, A CLASS ACTION WAIVER, AND A JURY TRIAL WAIVER, AND A CONTRACTUAL LIMITATIONS PERIOD. 

THE PARTIES TO THESE TERMS ACKNOWLEDGE THAT THE TERMS OF THIS SECTION ARE INTENDED TO REDUCE THE FINANCIAL BURDENS ASSOCIATED WITH RESOLVING THEIR DISPUTES AND ARE NOT INTENDED TO DELAY ADJUDICATION OF ANY PARTY’S CLAIMS.

THIS SECTION APPLIES TO ANY CLAIM, DISPUTE, OR CONTROVERSY BETWEEN YOU AND COMPANY (EACH, A “PARTY;” TOGETHER, THE “PARTIES”), WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, THAT EITHER PARTY WISHES TO SEEK LEGAL RECOURSE FOR AND THAT ARISES FROM OR RELATES TO THESE TERMS OR THE SERVICES, INCLUDING ANY PRIVACY OR DATA-SECURITY CLAIMS OR CLAIMS RELATED TO THE VALIDITY, ENFORCEABILITY, OR SCOPE OF THE ARBITRATION REQUIREMENT OR ANY PORTION OF IT (EACH, A “CLAIM”), INCLUDING:

Notwithstanding the provisions herein, if you in any manner violated the Company’s intellectual property rights, we may bring suit in any state or federal court in the State of Utah. Additionally, notwithstanding the provisions herein, either you or the Company may bring a Claim in small claims court consistent with the jurisdictional and dollar limits that may apply. The route to small claims court will only be the result of a direct filing by you or the Company. As set forth below, a Claim commenced in arbitration may not be secondarily directed to small claims court per otherwise applicable rules.

FOLLOW THE INSTRUCTIONS BELOW IN SECTION 21(i) IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.

  1. Mandatory Informal Dispute Resolution for All Claims. Before filing any lawsuit relating to a Claim, you agree to first send a detailed notice (“Notice”) to Company by email at [email protected] OR certified or registered mail with proof of receipt to us at 3401 North Thanksgiving Way, Suite 300, Lehi, UT 84043 USA, Attn: Legal Department, within the applicable statute of limitations. Your Notice must contain all of the following information: (1) your full name; (2) your address; (3) your telephone numbers; (4) your email address; (5) information sufficient for Company to identify any transaction and/or product at issue (e.g., your order number, order confirmation communication, SKU number, etc.); and (6) a detailed description of your Claim, the nature and basis of your Claim(s), and the nature and basis of the relief you are seeking with a calculation for it. You must personally sign this Notice.

Likewise, Company agrees that if we have a dispute with you, we will first send a detailed Notice to your e-mail address on file with us. Company’s Notice will likewise set forth (1) information sufficient for you to identify any transaction at issue; and (2) a detailed description of our dispute, the nature and basis of our claim(s), and the nature and basis of the relief we are seeking with a calculation for it.

You and Company agree to negotiate in good faith, for a period of at least 60 days from the date of the Notice, in an effort to swiftly resolve it to your satisfaction without the need for a formal proceeding. Should the Company request a telephone conference with you in an effort to resolve your claim as part of this informal process, you agree to personally participate (with your counsel if you are represented). Compliance with and completion of this Mandatory Informal Dispute Resolution for All Claims process is a condition precedent to filing any lawsuit or serving an arbitration demand. You and Company agree that any action commenced in court or arbitration without first exhausting the Mandatory Informal Dispute Resolution for All Claims process will be defective and subject to dismissal at the cost of the Party found to have prematurely commenced the action. The statute of limitations and any filing deadlines will be tolled while the Parties engage in this process. A court will have the authority to enjoin the filing of any lawsuit concerning a Claim without first providing a Notice or other participating in good faith in this Mandatory Informal Dispute Resolution for All Claims process.

  1. Class Action Waiver; Jury Trial Waiver. YOU AND COMPANY AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE ACTION, INCLUDING ANY JOINT OR CONSOLIDATED ARBITRATION OF ANY KIND, AND INCLUDING ANY TYPE OF LAWSUIT FILED IN COURT TO THE EXTENT THAT A DISPUTE IS NOT SUBJECT TO THE ARBITRATION AGREEMENT AS SPECIFIED IN SECTION 21(c) BELOW OR THE ARBITRATION PROVISION IS HELD INVALID OR UNENFORCEABLE FOR ANY REASON. Additionally, you agree that you will not be a member of any putative or actual class in a class action brought by anyone else against Company, nor will you seek to become a class representative. You further agree that in any action you initiate against the Company, any relief you seek will be confined to relief on your own behalf. 

Except as the Terms otherwise provide and to the fullest extent permitted by law, you and Company acknowledge and agree that you are each waiving the right to a trial by jury.

  1. Arbitration Agreement. You and Company agree that CLAIMS WILL BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION, RATHER THAN IN COURT. This requirement, and the terms set forth in subsections (d) and (e), will collectively be referred to as the “Arbitration Agreement.”  

The Federal Arbitration Act and federal arbitration law apply to this Arbitration Agreement. By agreeing to arbitration, you and the Company are not limiting in any way either of our statutory or common law rights or potential remedies to which either of us would be entitled to if our Claim were instead being heard in a court.

ANY ARBITRATION WILL BE ADMINISTERED BY NATIONAL ARBITRATION AND MEDIATION (“NAM”) AND GOVERNED BY NAM’S APPLICABLE RULES (including the Comprehensive Dispute Resolution Rules and Procedures and/or the Mass Filing Supplemental Dispute Resolution Rules and Procedures, as applicable) ("NAM Rules"), as modified by these Terms. You may obtain a demand form to initiate arbitration as set forth in the NAM Rules available online at www.NAMADR.com, by emailing NAM at [email protected], or by requesting them in writing at the Notice address; this demand form, along with a certification under penalty of perjury of compliance with the Mandatory Informal Pre-Suit Resolution process, must both be personally signed by the Party initiating arbitration (and their counsel, if represented) and a copy must also be sent to Company. You and Company agree that any counsel representing a Party in arbitration must comply with the requirements of Federal Rule of Civil Procedure 11(b), and that the arbitrator may impose any sanctions against all appropriate represented Parties and counsel if he or she determines a Claim is frivolous.

The arbitration will occur through the submission of documents to one arbitrator. If the arbitrator determines that a hearing is necessary, the hearing will be conducted remotely by telephone or video conference. If the arbitrator determines that an in-person hearing is necessary, the hearing will take place in the United States county where you live or work, or such other location agreed upon by both Parties. You and Company will select an arbitrator or hearing officer(s) after commencement of the action in accordance with NAM’s Rules. 

If you and the Company cannot submit a joint pre-hearing and hearing schedule, each Party will submit their own schedule to NAM. You and the Company will submit a joint pre-hearing and hearing schedule to the hearing officer(s) within the earlier date of (a) 7 days prior to the hearing or (b) 14 days following the arbitrator’s appointment. If only one schedule is submitted, that schedule will be delivered to the arbitrator for his or her consideration. The arbitrator may adopt the schedule submitted by one Party in the absence of a competing or joint schedule.

Payment of all filing, administration, and arbitrator fees will be governed by the NAM Rules and applicable fee sheet, as determined by NAM. All issues relating in any way to arbitration—including the applicability, scope, and enforceability of the arbitration provisions of this Dispute Resolution section—are for the arbitrator to decide. The arbitrator may consider but will not be bound by rulings in other arbitrations involving different customers. At the conclusion of the arbitration proceeding, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator’s decision on all procedural and substantive issues is binding only between you and the Company and will not have any preclusive effect in another arbitration or proceeding that involves a different Party. An arbitrator’s award that has been fully satisfied will not be entered in any court.

You and Company will each be limited to a maximum of one (1) fact witness deposition per side, unless we agree otherwise or the arbitrator determines that more depositions are warranted based on the totality of circumstances (including the amount in controversy, the complexity of the factual issues, the number of Parties and the diversity of their interests, and whether any or all of the Claims appear, on the basis of the pleadings, to have sufficient merit to justify the time and expense associated with the requested discovery). Document requests will be limited to documents that are directly relevant to the matter(s) in dispute or to its outcome; will be reasonably restricted in terms of time frame, subject matter and persons or entities to which the requests pertain; will not include broad phraseology such as "all documents directly or indirectly related to"; and will not be encumbered with extensive "definitions" or "instructions." The arbitrator may edit or limit the number of document requests based on the totality of circumstances, including the factors listed above.

In any arbitration, the defending Party may make a written settlement offer at any time before the evidentiary hearing or, if a dispositive motion is permitted, prior to the dispositive motion being granted. Settlement offers may not be disclosed to the arbitrator until after the arbitrator issues an award on the Claim. If the award is issued in the defending Party's favor, or in the other Party's favor but is less than the defending Party's settlement offer, then the other Party must pay the defending Party's costs incurred after the offer was made, including any attorney's fees. If any applicable statute or case law prohibits the shifting of costs incurred in the arbitration, then the offer in this provision will serve to cease the accumulation of any costs to which the Party bringing the Claim may be entitled for the cause of action under which it is suing.

  1. Special Procedures for Mass Filings. To the extent an arbitration falls within NAM’s definition of a mass filing, you and Company agree to the procedures set forth below and in NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures (“NAM’s Mass Filing Rules," available at https://www.namadr.com/resources/rules-fees-forms). Any applicable limitations period (including statute of limitations) and any filing deadlines will be tolled beginning when the Mandatory Informal Pre-Suit Resolution process is initiated, until the Claim is selected to proceed as part of a staged process or is settled, withdrawn, otherwise resolved, or opted out of arbitration. 

Counsel for each side will select 15 Claims (30 Claims total) to be filed and to proceed in individual arbitrations as part of a staged process. Each of these individual arbitrations will be assigned to a different, single arbitrator unless you and Company agree otherwise in writing. No administrative fees will be assessed in connection with any remaining Claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this initial set of staged proceedings is completed, you and Company will promptly engage in a global mediation session of all remaining Claims with a retired federal or state court judge, unless the Parties agree otherwise.

If the remaining Claims are not resolved at this time, counsel for the Parties will each select an additional 15 Claims per side (30 Claims total) to be filed and to proceed in individual arbitrations as part of a second staged process, subject to any procedural changes the Parties agreed to in writing. This process will continue, consistent with this staged process set forth above in this subsection, by administering and moving forward a maximum of 30 individual arbitration proceedings at a time until the Parties are able to resolve all of the Claims, either through settlement or arbitration. 

NOTWITHSTANDING THE PROVISIONS HEREIN, IN MASS FILINGS CONSISTING OF MORE THAN 500 CLAIMS TOTAL, EITHER PARTY MAY OPT OUT OF ARBITRATION AND ELECT TO HAVE THE CLAIMS HEARD IN COURT.

A court of competent jurisdiction will have the authority to enforce this entire Dispute Resolution section and, if necessary, to enjoin the mass filing, prosecution, or administration of arbitrations and the allocation of arbitration fees. If these additional procedures apply to your Claim, and a court of competent jurisdiction determines that they are not enforceable as to your Claim, then your Claim will proceed in a court of competent jurisdiction consistent with the remainder of these Terms.

  1. Exceptions. Notwithstanding the Parties’ agreement to resolve all Claims through arbitration (i) either you or Company may seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction; and (ii) either you or Company may bring suit in court to enjoin infringement or other misuse of intellectual property rights or confidential information. The route to small claims court will only be the result of a direct filing by you or the Company. As set forth above, a Claim commenced in arbitration may not be secondarily directed to small claims court per otherwise applicable rules. Any institution of any action for injunctive relief will not constitute a waiver of the right or obligation of the claiming Party to submit any claim seeking relief other than injunctive relief to arbitration.

  2. Time Limits. To the fullest extent permitted by applicable law, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO ANY CLAIM MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, THAT CAUSE OF ACTION IS PERMANENTLY BARRED. For purposes of this provision, a Claim is considered commenced at the time the Notice (defined above in subsection (a) is sent. To the extent a Claim is filed in court or arbitration without first providing such Notice (which would be contrary to these Terms, as set forth above), the Claim is deemed commenced at the time of such filing.

  3. Frivolous or Improper Claims. To the extent permitted by applicable law, a claimant must pay all costs incurred by the responding Party, including any attorney fees, related to a Claim if an arbitrator determines that (i) the Claim was frivolous or (ii) the Claim was filed in arbitration for any improper purpose, such as to harass the defending Party, cause unnecessary delay, or needlessly increase the cost of dispute resolution. 

  4. Confidentiality. If you or Company submits a Claim to arbitration, you and Company agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of any discovery in the arbitration. You and Company agree to seek such protection before any such information, documents, testimony, or materials are exchanged or otherwise become the subject of discovery in the arbitration.

  5. Opting Out of Arbitration. Within thirty (30) days of agreeing to these Terms, you may opt out of the present version of the Arbitration Agreement by sending your personally signed, written notice to the following address: 3401 North Thanksgiving Way, Suite 300, Lehi, UT 84043 USA, Attn: Legal Department. Such written notice does not constitute an opt-out of any previous versions of the Arbitration Agreement, or the Class Action Waiver that you may have agreed to, which would continue to govern your claims. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 21.

  6. Severability. If any portion of this Section 21 is found to be unenforceable or unlawful for any reason, including because it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 21 or the Parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 21; and (iii) to the extent that any claims must proceed on a class, collective, consolidated, or representative basis as a result, such claims must be litigated in a civil court of competent jurisdiction, in accordance with these Terms, and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 21 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 21 will be enforceable.

  1. Governing Law and Venue

Any dispute, claim, or controversy arising from or relating to these Terms or the Service will be governed by and construed and enforced in accordance with the laws of the State of Utah, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute, claim, or controversy arising from or relating to these Terms or the Services that is not subject to arbitration or cannot be heard in small claims court will be resolved exclusively in the state or federal courts of the State of Utah and the United States, respectively, sitting in Lehi, Utah. You and the Company waive any objection to the venue in any such courts.

  1. Export Control 

You are responsible for compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

  1. General Terms

  1. Subject to Section 21(d), if any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.

  2. Any provisions of these Terms that are intended to survive termination (including, for example, any provisions regarding indemnification and limitation of our liability) will continue in effect beyond any termination of these Terms or your access to or use of the Services.

  3. These Terms set out the entire agreement between us relating to its subject matter and supersede any and all prior or contemporaneous written or oral agreements between us. You may not assign, transfer, or sub-license these Terms except with the Company’s prior written consent. The Company may assign these terms at any time without your consent, including in connection with a merger or sale of all or substantially all of its business or assets. These Terms provide only for the use of the Services. These Terms will not be construed as a teaming, joint venture, or other such arrangement, unless the parties expressly and explicitly execute an agreement to that effect. 

  4. No waiver by either party of any right, obligation, breach, or default hereunder will be deemed to be a waiver unless set forth in writing by such waiving party. No waiver of any right, obligation, breach, or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.

  5. Any heading, caption, or section title contained in these Terms is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. All uses of the term “including” will be interpreted to mean “including, but not limited to.”