terms and conditions

TERMS AND CONDITIONS

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY AFFECT YOUR LEGAL RIGHTS. THESE TERMS & CONDITIONS CONTAIN AN AGREEMENT TO ARBITRATE THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN A JURY OR ANY OTHER COURT PROCEEDINGS, OR CLASS (OR SIMILAR) ACTIONS OF ANY KIND.

1.Introduction

Welcome to the websites and application provided by pOpshelf (referred to herein, together with its parent company or companies and all affiliated and/or subsidiary companies, as “pOpshelf,” “we,” “our” or “us”). Your access and/or use of any pOpshelf® website, including without limitation pOpshelf.com (together, the “Websites”), or progressive web application (the “App”), is governed by the following terms and conditions.

BY ACCESSING AND/OR USING THE WEBSITES AND/OR APP, YOU AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS, WHICH INCLUDE THE PRIVACY POLICY (AS DEFINED HEREIN) AND ANY OTHER AGREEMENTS, POLICIES OR TERMS AND CONDITIONS INCORPORATED BY REFERENCE (COLLECTIVELY, THE “TERMS”). IF YOU ARE UNWILLING TO BE BOUND OR CANNOT COMPLY WITH THESE TERMS, YOU SHOULD NOT ACCESS THE WEBSITES OR APP.

2. Eligibility

Except where legally required, the Websites and App are not designed for or directed to children under the age of 16. By accepting these Terms through your access or use of the Websites and/or App, you certify that you are at least 18 years of age or that, if you are under 18, you are accessing or using the Websites and/or App under the supervision of a parent or legal guardian who agrees to be bound by these Terms. Except where otherwise legally required to do so, pOpshelf does not knowingly collect personal information about persons under 16 years of age. If we become aware that a person under the age of 16 has provided personal information to us, we will delete the information from our records. If you are a parent or legal guardian agreeing to these Terms for the benefit of a person under the age of 18, you are fully responsible for that person’s use of the Websites and/or App, including all financial charges and legal liability that may arise out of that person’s usage of the Websites and/or App.

3. Account Registration

You may be required to create an account (by submitting an email address and a phone number and creating a password) to access certain services or areas of the Websites and/or App. In doing so, you certify that the information you provide is accurate and complete. You also agree to update your account information in the event any of your information changes. You may not enter or use an email address: (1) owned or controlled by another person with the intent to impersonate that person, (2) that is offensive, or (3) that violates the intellectual property or other rights of any person. Failure to comply with the terms of this paragraph shall constitute a material breach of these Terms, which may result in a rejection or immediate termination of your account. We further reserve the right to cancel, in our sole discretion, your account at any time.

4. Account Security

Your account shall be for personal non-commercial use only. You are solely responsible at all times for maintaining the confidentiality of your account, including without limitation your password. You are fully responsible for restricting access to your computer and all activities that occur under your account, whether or not you authorize such activities. We are not responsible for any losses arising out of the unauthorized use of your account.

5. License Grant

Subject to these Terms, you are hereby granted a limited, revocable, non-exclusive, non-transferable right to access and use the Websites and/or App (the “License”) for personal, non-commercial purposes, for as long as pOpshelf supports the Websites and/or App. We reserve any and all rights, implied or otherwise, which are not expressly granted to you hereunder, and retain all rights, title, and interest in and to the Websites and/or App. You are expressly prohibited from making, and this License does not include permission to make, any commercial use of the Websites and/or App.

6. License Restrictions

You may not copy, modify, download, make derivative works of, rent, lease, sell, sublicense, distribute or transfer the Websites and/or App, in whole or in part, except as otherwise expressly authorized under these Terms, and you agree to use reasonable efforts to prevent their unauthorized use and disclosure.

7. Prohibited Uses

You may only use the Websites and/or App for lawful purposes in accordance with the terms of the License granted in these Terms. As a condition of your access and or/use of the Websites and/or App, you warrant to pOpshelf that you will not use the Websites and/or App for any purpose that is unlawful or prohibited by these Terms. Whether on behalf of yourself or on behalf of any third party, and in addition to any and all other restrictions set forth in these Terms, you may not:

Frame, mirror, or use framing techniques on any part of the Websites and/or App without pOpshelf’s express prior written consent;
Make any use of data extraction, scraping, mining, or other data gathering tools, or create a database by downloading or storing content from the Websites and/or App, or otherwise scrape, collect, store, or use any Content, product listings, descriptions, prices, or images, except pursuant to the License granted by these Terms;
Make available through or in connection with the Websites and/or App any virus, work, Trojan horse, Easter egg, time bomb, spyware, or other computer code, file or program that is or potentially is harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software, or equipment;
Use any meta tags or any other hidden text utilizing pOpshelf’s name, marks, logos, or URLs;
Use a buying agent to conduct transactions on the Websites and/or App;
Conduct fraudulent activities on the Websites and/or App;
Harvest or collect personally identifiable information about other users of the Websites and/or App;
Restrict or inhibit any other person from using the Websites and/or App;
Modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Websites and/or App; or
Remove any copyright, trademark, or other proprietary rights notice from the Websites and/or App or materials originating from the Websites and/or App.

8. Website and App Security

In addition to any and all other prohibited acts described in these Terms, you are prohibited from violating or attempting to violate the security of the Websites and/or App, including, without limitation, (a) accessing data not intended for you or logging onto a server or an account you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with the functioning of the Websites and/or App or with service to any user, host or network, including, without limitation, via means of submitting a virus to the Websites and/or App, overloading, "flooding," "spamming," "mailbombing" or "crashing;" or (d) sending unsolicited email, including without limitation unauthorized emails on behalf of pOpshelf and/or promotions and/or advertising of products or services. Violations of system or network security may result in civil or criminal liability. We will investigate occurrences of such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who commit such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Websites and/or App or any activity being conducted on the Websites and/or App. You further agree not to use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Websites and/or App other than the search engine and search agents provided by pOpshelf or web browsers that are generally publicly available.

9. Information and Press Releases

The Websites and/or App may contain press releases, webcast information and other information or materials, including without limitation, information about pOpshelf. This content is provided for informational purposes only. While the information contained on the Websites and/or App was believed to be accurate as of the date prepared, it may no longer be accurate or complete today. Unless otherwise required by law, pOpshelf makes no representations as to the completeness, accuracy, reliability, validity, or timeliness of such information, press releases and/or materials, and it disclaims any duty or obligation to update this information.

10. Privacy Policy

The Privacy Policy contains descriptions of the information pOpshelf may collect from you as a result of your use of and/or accessing of the Websites and/or App. You acknowledge that any personal information that you provide through the Websites and/or App will be used by pOpshelf in accordance with our Privacy Policy.

11. Third-Party Websites and Content

Our Websites and/or App may contain display names, marks, products, pop up texts, advertisements of third parties and links to third-party websites (“Third Party Content”). Third Party Content also includes any portions of software or application-programming interfaces created or maintained by third parties. Any Third Party Content is provided solely as a convenience to you and not as an endorsement, recommendation or adoption by us of the Third Party Content or the third party that provided it. We do not monitor and are not responsible for the Third Party Content or its accuracy or completeness, and we make no representations or warranties whatsoever regarding such Third Party Content. The Third Party Content also may contain opinions and viewpoints of third parties that are not our opinions or viewpoints. We do not control any Third Party Content and disclaim any responsibility for the use and protection by our third party vendors of any personal information collected by them, and we are not responsible for their privacy or security practices. We strongly recommend that you review and understand the terms and conditions, privacy policies, settings and information of each third party website and/or all Third Party Content. If you decide to leave our Websites and/or App and access any Third Party Content, you do so at your own risk. In no event will we be liable, directly or indirectly, to anyone for any damage or loss arising from or relating to any access or use of, continued use of or reliance on any Third Party Content, any products or other materials relating to any such Third Party Content, or any link contained in any Third Party Content.

12. Trademarks

POPSHELF®, the POPSHELF Logo and all other pOpshelf trademarks and service marks ("pOpshelf Marks") are trademarks and service marks or registered trademarks and service marks of pOpshelf. Any unauthorized use of the pOpshelf Marks is strictly prohibited. You acknowledge pOpshelf's exclusive rights to the pOpshelf Marks and agree not to display or use the pOpshelf Marks in any manner.

Other trademarks, trade names and service marks used or displayed on the Websites and/or App are the registered and unregistered trademarks, trade names and service marks of their respective owners. Nothing contained on the Websites and/or App grants or should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, trade names, service marks or logos displayed on the Websites and/or App without the written permission of pOpshelf or such other third party owner.

13. Copyrights

Except as otherwise provided, we own or have the rights to use all content contained on the Websites and/or App, including without limitation the information, materials, text, graphics, site design, and the selection, assembly and arrangement thereof ("Content"). The Content is protected by copyright laws of the U.S. and other countries and may not be used for any commercial purpose or copied, distributed, modified, reproduced, performed, published, posted or reverse engineered in whole or in part without our prior written permission. We authorize you to view and print one copy of the materials only for your personal, informational, non-commercial use, provided that you retain all copyright and other proprietary notices contained in the original materials. Nothing in these Terms shall be deemed to grant to you or any other individual viewing the Websites and/or App any license or right in or to any Content or the pOpshelf Marks.
If you would like to obtain permission to make any use of any of the materials (including without limitation the Content or the pOpshelf Marks) on our Websites and/or App not permitted by these Terms, please contact us in writing at: pOpshelf, 100 Mission Ridge, Goodlettsville, TN 37072, Attn: General Counsel.

14. Digital Millennium Copyright Act Notice

Notice and Procedure for Making Claims of Copyright Infringement.

We are committed to complying with U.S. copyright law and responding to claims of copyright infringement. We will promptly process and investigate notices of alleged infringement by third parties and will take appropriate actions as set forth herein.

Notifications of claimed intellectual property infringement should be sent to our Designated Agent in the manner described below:

Designated Agent: Business Law Department

By Mail: pOpshelf, 100 Mission Ridge, Goodlettsville, TN 37072

By Phone: 615-855-4000

By Email: IPissues@pOpshelf.com

You must provide all of the following information when providing notice of the alleged intellectual property infringement:

A physical or electronic signature of a person authorized to act on behalf of the intellectual property owner;
Identification of the intellectual property claimed to have been infringed;
Identification of the material that is claimed to be infringing or to be the subject of the infringing activity and that is to be removed or access to which is to be disabled, as well as information reasonably sufficient to permit pOpshelf to locate the material;
Information reasonably sufficient to permit pOpshelf to contact the intellectual property owner, such as an address, telephone number, and, if available, an electronic mail address;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the intellectual property owner, its agent, or law; and
A statement that the information in the notification is accurate, and that, under penalty of perjury, you are authorized to act on behalf of the intellectual property owner.

For more details on the information required for valid notification of copyright under the Digital Millennium Copyright Act, see 17 U.S.C. 512(c)(3).

Upon receipt of a valid notification of alleged copyright infringement by a third party, pOpshelf will remove or disable access to the material identified in the notice and take reasonable steps to notify the user who posted the allegedly infringing content ("Alleged Infringer"). The law permits the Alleged Infringer to send pOpshelf a counter-notification. If pOpshelf receives a valid counter-notification, the Company will provide the complainant with a copy of the counter-notification, inform the complainant that it will replace the removed material or cease disabling access to it in 10 to 14 days from receipt of the counter-notification, and replace the removed material or cease disabling access to it in 10 to 14 business days, provided that pOpshelf has not received notice from the complainant that an action has been filed seeking a court order to restrain the Alleged Infringer from engaging in infringing activity relating to the material on the Websites and/or App.

You should be aware that, under the Digital Millennium Copyright Act, claimants who make misrepresentations concerning copyright infringement may be liable for damages incurred as a result of the removal or blocking of the material, court costs, and attorneys’ fees.

15. Indemnity

To the fullest extent permitted by law and as a condition of the use of the Websites and/or App, you agree to defend, indemnify and hold harmless pOpshelf and its parents, subsidiaries and affiliates, and their respective directors, officers, agents and employees from and against any claims, actions, demands, suits, costs, losses, liabilities, damages, investigations or inquiries, judgments costs and expenses (including, but not limited to, reasonable attorneys’ fees): (i) arising out of or otherwise relating to your access and/or use of the Websites and/or App, (ii) any breach by you of these Terms, and/or (iii) the infringement or other violation by you, or any third party using your account, of any intellectual property or other right of any person or entity. pOpshelf reserves the right, at our expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in any event, you agree to cooperate with pOpshelf if and as requested by pOpshelf in the defense and settlement of any such matter.

16. Termination

These Terms are effective unless and until terminated either by you or pOpshelf. You may terminate these Terms at any time, provided that you discontinue further use of the Websites and/or App. To the fullest extent permitted by law, pOpshelf also may terminate these Terms at any time and may do so immediately without notice, and accordingly deny you access to the Websites and/or App, in our sole discretion: (i) if you fail to comply with any term or provision of these Terms, (ii) for any other reason or (iii) for no reason at all. Upon any termination of these Terms by either you or pOpshelf, you must promptly destroy all materials downloaded or otherwise obtained from the Websites and/or App, as well as all copies of such materials. All provisions of these Terms which are by their nature intended to survive termination shall survive such termination, including without limitation the following sections: “Export Policy”, “Trademarks”, “Copyrights”, “Website and App Security”, “Disclaimer of Warranties”, “Limitation of Liability”, “Indemnity” and “Miscellaneous.”

17. Disclaimer of Warranties

You expressly understand and agree that to the fullest extent permitted by law:

A. YOUR USE OF THE WEBSITES AND/OR APP IS AT YOUR SOLE RISK, AND THE WEBSITES AND/OR APP, AND THE CONTENT, MATERIALS, PRODUCTS, SERVICES, FUNCTIONALITY, AND OTHER ITEMS INCLUDED OR MADE AVAILABLE ON THE WEBSITES AND/OR APP, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. IF YOU ARE DISSATISFIED WITH THE WEBSITES AND/OR APP, ANY CONTENT ON THE WEBSITES AND/OR APP, OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEBSITES AND/OR APP. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

B. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE WEBSITES AND/OR APP SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITES AND/OR APP OR THE CONTENT, MATERIALS, PRODUCTS, SERVICES, FUNCTIONALITY, OR OTHER ITEMS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU ON THE WEBSITES AND/OR APP.

C. ALL PRODUCTS PURCHASED ON OR THROUGH THE WEBSITES AND/OR APP ARE SUBJECT ONLY TO ANY APPLICABLE WARRANTIES OF THEIR RESPECTIVE MANUFACTURERS, DISTRIBUTORS AND SUPPLIERS, IF ANY. WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, ANY IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS LISTED OR PURCHASED ON OR THROUGH THE WEBSITES AND/OR APP. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE HEREBY EXPRESSLY DISCLAIM ALL LIABILITY FOR PRODUCT DEFECT OR FAILURE, CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, LEGAL OR REGULATORY NON-COMPLIANCE, OR MISAPPROPRIATION.

18. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU ALSO EXPRESSLY UNDERSTAND AND AGREE THAT WE DO NOT ASSUME ANY RESPONSIBILITY, AND UNDER NO CIRCUMSTANCES SHALL WE OR ANY OF OUR PARENT COMPANIES OR AFFILIATES OR THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS OR AGENTS, BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE WEBSITES AND APP, INCLUDING WITHOUT LIMITATION ANY DAMAGES TO, OR VIRUSES OR OTHER MALWARE THAT MAY INFECT YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESS TO, USE OF, OR BROWSING THE WEBSITES AND/OR APP, OR YOUR DOWNLOADING OF ANY MATERIALS FROM THE WEBSITES AND/OR APP. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, INCOME OR PROFITS), WHETHER IN CONTRACT OR TORT, EVEN IF WE HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN OUR AGGREGATE LIABILITY UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100), UNLESS PROHIBITED BY LAW.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY OR DISCLAIMER OF WARRANTIES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN YOU AND US. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE(S).

19. Merchandise Content Disclaimer

Product information accessed through the Websites and/or App is obtained from claims made by the Product’s manufacturer. On occasion, manufacturers may alter their labels so the actual product packaging and materials may contain different information than that shown on the Websites and/or App, and thus we cannot guarantee the accuracy, completeness or timeliness of any product information. We recommend that you do not solely rely on the information presented on the Websites and/or App and that you always read labels, warnings and directions before using or consuming any product. For additional information about a product, please contact the manufacturer. We assume no liability for inaccuracies or misstatements about any third-party manufacturer’s products.

20. Colors of Products

We attempt to display the colors of the products shown on the Websites and/or App as accurately as possible. However, as the actual colors you see depend on your monitor’s or mobile device’s display, we cannot guarantee that your monitor’s or mobile device’s display of any color will be accurate.

21. Product Images

Product images on the Websites and/or App are for general reference only. Products sold in a pOpshelf® retail store and/or through the Websites and/or App may differ in size, packaging, etc. from the product images on the Websites and/or App.

22. Product Limitations

To the fullest extent permitted by law, pOpshelf reserves the right, without prior notice: (i) to limit the available quantities of the products on the Websites and/or App, (ii) to discontinue selling any product, (iii) to impose conditions on the honoring of any coupon, coupon code, promotional code or other similar promotion, and (iv) to refuse to provide any person with any product. To the fullest extent permitted by law, we further reserve the right to cancel multiple orders of a limited quantity item purchased by the same account or credit card, and to cancel multiple orders of a limited quantity item that use the same billing and/or shipping address.

23. Export Policy

You acknowledge that any purchased goods licensed or sold on the Websites and/or App, which may include software or technology, are subject to the customs and export control laws and regulations of the United States of America and may also be subject to the customs and export laws and regulations of the country in which the products are manufactured and/or received. By purchasing, downloading or using technology or software from the Websites and/or App, you agree to abide by the applicable laws, controls, rules and regulations including, but not limited to, the Export Administration Act and the Arms Export Control Act, and you represent and warrant that you will not transfer, by electronic transmission or otherwise, the software or technology to a foreign national or a foreign destination in violation of law. You further 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.

24. Mobile Service and Service Fees

The Websites and/or App are currently made available to you free of charge for your personal, non-commercial use. You acknowledge that, to the extent you access and/or use the Websites and/or App using your mobile device and wireless mobile data service, obtained from your wireless carrier, your agreement with your wireless carrier will continue to apply during such access or use. As a result, you may be charged by the wireless carrier for access to network connection services, or any third-party charges as they may arise, for the duration of the connection while accessing and/or using the Websites and/or App. You accept responsibility for any such charges that arise. If you are not the bill payer for the mobile device being used to access the Websites and/or App, you certify that you have received permission from the bill payer.

25. Risk of Loss

The risk of loss and title to the products purchased on the Websites and/or App pass to the purchaser upon pickup at a pOpshelf store.

26. Rules for Promotions

Any sweepstakes, contests and promotions that are advertised on the Websites and/or App shall be governed by separate rules if such rules are promulgated. If you choose to participate in a sweepstakes, contest or promotion, please ensure that you review such rules as well as any applicable privacy policy prior to entering. In the event that the rules of a sweepstakes, contest or promotion conflict with these Terms, the rules of the sweepstakes, contest or promotion will apply.

27. Notice About Location Based Services

THE WEBSITES AND/OR APP MAY CONTAIN GLOBAL POSITIONING SYSTEM TECHNOLOGY (“GPS”). THE WEBSITES AND/OR APP MAY ENABLE GATHERING OF LOCATION INFORMATION FROM YOUR DESKTOP COMPUTER AND/OR MOBILE DEVICE. POPSHELF HAS THE ABILITY TO TRACK AND MONITOR ANY DEVICE THAT HAS ACCESSED THE WEBSITES OR APP. POPSHELF WILL ONLY USE INFORMATION COLLECTED VIA THE WEBSITES AND/OR APP AS SET FORTH IN OUR PRIVACY POLICY. Location information is collected by the Websites and/or App while you are using them. You control when your location is shared with others by managing the settings on your mobile device. You may opt out of sharing location information within the Websites or App. Note that disabling location features may diminish the features of the Websites and App.

28. Information Collected by the Websites and App

The Websites and/or App, through pOpshelf and/or its third party service providers, may collect data from your computer and/or mobile device as well as any personal information that you submit while using the Websites and/or App. A description of the specific data collected by the Websites and/or App can be found in the Privacy Policy.

29. Order Confirmations, Pricing Errors or Inaccuracies

By confirming your purchase at the end of the checkout process, you agree to accept and pay all charges that may be incurred by you or on your behalf through the Websites and/or App, at the price(s) in effect when such charges are incurred, including without limitation all applicable taxes. Our acknowledgment of an order that you have placed means that your order has been received, not that it has been processed and staged for pick up. We reserve the right to refuse or cancel any orders placed for products where the sale or use of such products in your State is restricted and prohibited. You remain responsible for any taxes that may be applicable to any orders you have placed to the fullest extent permitted by law.

We will use our best efforts to describe and display products accurately on the Websites and/or App. However, there may be incidents where a product on the Websites and/or App is mispriced, described inaccurately or no longer available. As a result, we cannot and do not guarantee the accuracy or completeness of any information that appears on the Websites and/or App, including, but not limited to, prices, product descriptions, images of products, specifications or availability. We reserve the right to modify or replace information for any reason and at any time without prior notice to the fullest extent permitted by law. In the event of a pricing or availability error on the Websites and/or App, pOpshelf reserves the right to cancel any orders resulting from such pricing errors to the fullest extent permitted by law. Please note that there may be instances where the prices for a particular product on the Websites and/or App differ from the prices listed at a pOpshelf® retail store.

30. Buy Online Pickup in Store.

THE WEBSITES AND/OR APP ALLOW USERS TO USE THEIR COMPATIBLE MOBILE OR DESKTOP DEVICE TO PLACE AN ORDER FOR IN-STORE PICKUP AT A PARTICIPATING POPSHELF® RETAIL STORE.

Certain items may not be available for an for in-store pickup purchase. No age-restricted items may be purchased for in-store pickup. Paper coupons can’t be processed for in-store pickup orders.

In addition to all of its other rights, as set forth in these Terms or as provided by law, pOpshelf expressly reserves the right to set a maximum single transaction total, a maximum daily transaction total, and/or a maximum item quantity total, all of which may vary by location, applicable to your use of in-store pickup. We also expressly reserves the right to cancel your account, block your access in whole or in part to in-store pickup and/or the Websites and/or App, and direct its third-party service providers to block such access for any reason, including without limitation, where pOpshelf suspects fraudulent activity may be occurring using in-store pickup or your log-in credentials.

Orders: When placing an in-store pickup order, you will be prompted to select a day and timeslot for picking up your order. While it is our goal to have your order ready at the top of your selected pick up window, we cannot guarantee that any or all of your order will be ready then.

We cannot guarantee the total quantity you have ordered for any single product will be in-stock and available when we begin picking your order. Products may be discontinued or sold out between placement of your order and when a pOpshelf employee begins to pick your order.

In some cases, we may institute a minimum order value on an in-store pickup order. Minimum order values may change based on the location of a participating pOpshelf® retail store.

Cancellations: After placing your order, you may cancel your order: (i) within thirty (30) minutes, if you placed an order for same-day pickup, or (ii) until 8 am local time, if you placed an order for pickup on a future day. You will not be able to modify your order after placement. We reserve the right to cancel your order at any time, due to any unforeseen circumstances such as but not limited to store capacity, inability to fulfill your order in a satisfactory manner, power outages, etc.

Communications: We will communicate with you via email and, if you so elect, by SMS, when your in-store pickup order has been placed, canceled (by you or by pOpshelf), is ready for pickup (including any products that were unavailable), and when your order has been completed. We reserve the right to send you additional communication regarding your in-store pickup order such as but not limited to requests for feedback, order status changes, store service changes, etc. By placing an in-store pickup order, you consent to receive these communications.

Pickup: There will be signs inside the participating pOpshelf® retail store directing you to the in-store pickup cubbies. Please follow the signs to the correct location and find the cubbie where your order has been staged. Have your QR code ready for a store associate to scan should you need any assistance.

Payments: All payment information you provide must be truthful and accurate. Providing any untruthful or inaccurate information constitutes a breach of these Terms. We reserve the right to refuse or cancel any payment transaction for any reason, including but not limited to any problems identified by our credit and fraud avoidance department.

We accept only credit or debit cards to pay for in-store pickup orders. Cash, check, EBT and gift cards cannot be accepted for in-store pickup orders. When you place an in-store pickup order, a hold will be placed on your debit or credit card for the total estimated amount of your order. The hold will reflect product pricing at time of order placement. The total estimated amount will also reflect price adjustments for discounts, taxes, and government fees (such as bottle deposits, bag fees, etc., if applicable) based on the retail location you select.As soon as your order has been staged for pickup, we will charge your payment card for your purchase. The final price will reflect product pricing, as set forth below, as well as price adjustments for discounts, substitutions, taxes, and government fees (such as bottle deposits, bag fees, etc. if applicable), based on the applicable retail location.If you do not retrieve your in-store pickup order on the scheduled date, the charge on your debit or credit card will be reversed. Please note, this reversal may take several business days to process.

Pricing: Pricing for in-store pickup items will be the same prices as if you shopped in the store at which you collect the items. Some prices may change between the time you place your order and the time we process it for pickup. In such event, we will charge you the lower price. For instance, if an item is offered on a temporary discount when you place your order and the discount period ends before your retrieve your order, you will be charged the discounted price. If the price of your selected item is reduced after you place your order and is still reduced on the date you pick up your order, you will be charged the discounted price.

Digital Receipt: For all in-store pickup purchases made via the Websites and/or App, you will automatically be emailed a digital receipt to the email address you provided when you created your account. Your order complete email will act as your in-store pickup order receipt.

Returns: If you are not satisfied with any item you purchase via an in-store pickup order, you may return it per the returns policy listed in the pOpshelf® retail store where you picked up your order. Returns for purchases made via in-store pickup will be processed using your return barcode, which can be located on the bottom of your digital receipt or within your order history in the account section of the Websites and/or App.

31. pOpshelf Rewards

The pOpshelf Rewards program (the “Program”) is offered exclusively by pOpshelf to persons who have enrolled in the Program. BY ENROLLING IN THE PROGRAM, YOU AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY, INCLUDING WITHOUT LIMITATION, THIS SECTION 31 AS WELL AS THE LIMITATION OF LIABILITY (FOUND IN SECTION 18 OF THESE TERMS) AND CLASS ACTION WAIVER AND ARBITRATION PROVISIONS (AS SET FORTH IN SECTION 32, BELOW) PROVIDED FOR HEREIN.

The rules set forth in this Section 31 of the Terms (the “Program Rules”) supersede all previous rules applicable to the Program. Any and all Program benefits, offers, rewards, and services are subject to availability. Except as otherwise expressly prohibited by applicable law, pOpshelf may at any time amend, modify, supplement, or terminate the Program or these Program Rules. We will provide notice of such action if required by law. If the Program is terminated, any and all unredeemed benefits will be forfeited without any obligation or liability. In all matters relating to the administration of the Program, pOpshelf’s decisions will be final. Under no circumstances will we be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other cases beyond our reasonable control.

The Program: Members will receive opportunities to select benefits, in the form of rewards. As of the last update to these Program Rules, the rewards include one or more boxes of items chosen in pOpshelf’s sole discretion. If eligible, you may enroll in the Program by: (1) visiting https://pOpshelf.com/rewards, (2) on the App, (3) by clicking a link provided to you through your use of a social media account, or (4) by selecting the option to enroll when placing a pick-up order.

Eligibility: Membership in the Program is available to any United States resident who is eighteen (18) years of age or older and provides valid and accurate information when enrolling. Employees of pOpshelf and its parent, subsidiary, and affiliated companies are also eligible to enroll in the Program. Program benefits and/or rewards are non-transferable unless expressly stated otherwise.

We may deny membership in the Program to any enrollee in our sole discretion and without written notice. We reserve the right to disqualify any individual from participating and/or to cancel any membership if, in our sole judgment, the Program enrollee appears to be violating these Program Rules or Terms, including but not limited to perpetrating a fraud, manipulating the Program, or otherwise acting in a manner inconsistent with the Program's intent. All outstanding rewards will be forfeited upon disqualification or cancelation.

Privacy Policy: By enrolling in the Program and providing your information to pOpshelf as part of the enrollment process, you agree that pOpshelf may use your information (including, without limitation, your personal information) in any manner and for any purpose consistent with pOpshelf’s Privacy Policy, available here.

Other Terms: pOpshelf is not responsible for lost, destroyed, delayed, or stolen rewards or for rewards sent to an outdated address. The Program is void where prohibited by law. The sale or commercial use of any reward is prohibited.

32. Disputes

YOU AND POPSHELF AGREE THAT IN THE EVENT OF ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO, OR CONNECTED IN ANY WAY WITH THE WEBSITES AND/OR APP, OR THE BREACH, ENFORCEMENT, INTERPRETATION, OR VALIDITY OF THESE TERMS (INCLUDING THE PRIVACY POLICY) (COLLECTIVELY, “CLAIM”), SUCH CLAIM WILL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION, EXCEPT AS OTHERWISE SET FORTH IN THESE TERMS. NOTWITHSTANDING THE FOREGOING: (I) IN LIEU OF ARBITRATION, EITHER YOU OR POPSHELF CAN BRING AN INDIVIDUAL CLAIM IN SMALL CLAIMS COURT IN THE UNITED STATES OF AMERICA CONSISTENT WITH ANY APPLICABLE JURISDICTIONAL AND MONETARY LIMITS THAT MAY APPLY, PROVIDED THAT IT IS BROUGHT AND MAINTAINED AS AN INDIVIDUAL CLAIM; AND (II) YOU AGREE THAT YOU OR POPSHELF MAY BRING SUIT IN COURT TO ENJOIN INFRINGEMENT OR OTHER MISUSE OF INTELLECTUAL PROPERTY RIGHTS.

If you intend to seek arbitration you must first send written notice (“Notice”), by first class or certified mail, to pOpshelf – Law Department, 100 Mission Ridge, Goodlettsville, TN 37072. If pOpshelf intends to seek arbitration, pOpshelf will send Notice to the mailing or billing address associated with your account. The Notice must describe the nature and basis of the Claim and the specific relief sought, all of which in sufficient detail to permit the other party to evaluate the Claim. If the parties cannot reach an agreement within sixty (60) days from the receipt of the Notice, either party may initiate arbitration proceedings. Absent the agreement of the parties after a demand for arbitration is made, neither the American Arbitration Association (“AAA”) nor JAMS will be permitted to administer any aspect of any arbitration relating to any Claim. The Federal Rules of Civil Procedure (the “FRCP”) and the Federal Rules of Evidence (both of which are accessible via links at http://www.uscourts.gov/RulesAndPolicies/rules/current-rules.aspx) shall apply to and must be followed and enforced by the appointed arbitrator in any arbitration proceedings. If any of the rules or procedures of any arbitrator are different than or inconsistent with those required to be applied or followed under these Terms, then these Terms shall supersede and control, and must be followed as written. Each party will each pay the costs and fees for their respective attorneys’ prosecution or defense of any Claim being arbitrated, subject to any remedies to which either party may later be entitled under applicable law.

YOU UNDERSTAND AND AGREE THAT ALL CLAIMS WILL BE GOVERNED BY THE LAWS OF THE FEDERAL ARBITRATION ACT (FAA), THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA, AND THE LAWS OF THE STATE OF TENNESSEE, WITHOUT REGARD TO ITS CHOICE OF LAW PRINCIPLES. UNLESS YOU AND POPSHELF AGREE OTHERWISE, IN THE EVENT THAT IT IS DETERMINED OR THESE TERMS PROVIDE THAT A CLAIM SHOULD NOT PROCEED THROUGH ARBITRATION, YOU AGREE THAT ANY CLAIM OR DISPUTE (WITH THE EXCEPTION OF A CLAIM OR DISPUTE APPROPRIATELY LODGED IN ANY SMALL CLAIMS COURT) SHALL BE RESOLVED IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF TENNESSEE, AND YOU SUBMIT TO THE PERSONAL JURISDICTION OF THAT COURT. IF SUBJECT MATTER JURISDICTION (INCLUDING DIVERSITY JURISDICTION) DOES NOT EXIST IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF TENNESSEE FOR ANY SUCH CLAIM, THEN THE EXCLUSIVE FORUM AND VENUE FOR ANY SUCH ACTION SHALL BE THE COURTS OF THE STATE OF TENNESSEE LOCATED IN DAVIDSON COUNTY, AND YOU SUBMIT TO THE PERSONAL JURISDICTION OF SUCH COURTS. YOU AND POPSHELF BOTH WAIVE YOUR RIGHT TO A JURY TRIAL, UNLESS SUCH WAIVER IS UNENFORCEABLE. YOU ACKNOWLEDGE AND AGREE THAT EACH PARTY SHALL PAY THE FEES AND COSTS OF ITS OWN ATTORNEYS, EXPERTS, AND WITNESSES INCURRED IN CONNECTION WITH ANY ARBITRATION OR COURT PROCEEDING BETWEEN THE PARTIES NOTWITHSTANDING ANY PREVAILING PARTIES ATTORNEYS’ FEES PROVISION THAT MAY BE PART OF ANY STATUTE UNDER WHICH YOU MAY BRING A CLAIM.

YOU UNDERSTAND AND AGREE THAT THE MAKING OF CLAIMS OR RESOLUTION OF DISPUTES PURSUANT TO THIS AGREEMENT SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW: (1) THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE, CLAIM, OR CAUSE OF ACTION ARISING OUT OF OR CONNECTED WITH THE WEBSITES, APP AND/OR THESE TERMS (INCLUDING THE PRIVACY POLICY) TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC, OTHER POPSHELF CUSTOMERS, OTHER CUSTOMERS OF POPSHELF’S PARENT COMPANY OR AFFILIATES, OR OTHER PERSONS; (2) THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM; AND (3) THE ARBITRATOR MAY NOT AWARD RELIEF FOR OR AGAINST ANYONE WHO IS NOT A PARTY, NOR MAY THE ARBITRATOR CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. NOTWITHSTANDING THE FOREGOING, IF A COURT DETERMINES THAT PUBLIC INJUNCTIVE RELIEF MAY NOT BE WAIVED AND ALL APPEALS FROM THE DECISION HAVE BEEN EXHAUSTED, THEN THE PARTIES AGREE THAT THIS ARBITRATION AGREEMENT SHALL SURVIVE AND ANY CLAIM FOR PUBLIC INJUNCTIVE RELIEF SHALL BE STAYED PENDING ARBITRATION OF THE REMAINING CLAIMS.

THIS ARBITRATION AGREEMENT SHALL SURVIVE ANY TERMINATION OF THESE TERMS, AND ANY AMENDMENTS TO THIS ARBITRATION AGREEMENT SHALL BE PROSPECTIVE ONLY AND SHALL NOT AFFECT ANY PENDING CLAIM OR ARBITRATION PROCEEDING.

33. Miscellaneous

These Terms constitute the entire agreement between you and us and govern your access and/or use of the Websites and/or App. These Terms supersede any prior or contemporaneous agreements between you and pOpshelf concerning your access and/or use of the Websites and/or App. Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. If any provision of these Terms is found to be invalid, then you and we nevertheless agree that the intentions reflected in the provision should be given effect and that all other provisions of these Terms shall remain in full force and effect. The language of these Terms shall be construed as to its fair meaning and not strictly for or against any party. To the extent that anything in or associated with the Websites and/or App is in conflict with these Terms, these Terms shall take precedence.

34. User Content

We welcome your reviews, comments, other communications, photos, videos, or any other content (including, without limitation, your name, social media handle, accompanying text, and any images, videos, or audio from your social media accounts), in any form, format, or forum, that you either (i) submit through or to the Websites or App, or (ii) publish through any social media platform or account and allow us to feature (on the Websites, the App, one of our social media accounts, or otherwise) (collectively, “User Content”), as long as the User Content submitted by you complies with these Terms.

You agree that any User Content you post, submit, or allow us to feature:

Will be accurate;
Will not violate, or facilitate the violation of, any law or regulation;
Will not violate any right of any third party, including, without limitation, any copyright, trademark, privacy or publicity right or rights;
Will comply with all applicable third-party platform rules and regulations;
Will not cause injury to any person or entity; and
Will not contain, or provide links to, obscene, profane, or threatening language, malware, political campaigning, commercial solicitation, chain letters, mass mailings, any form of “spam,” or any material that could be considered harmful, sexually explicit, indecent, lewd, violent, abusive, or degrading.

You are solely responsible for your User Content and we assume no liability for any User Content that you submit and/or allow us to feature. We reserves the right, without obligation, to do any or all of the following, in our sole discretion: (i) monitor User Content; (ii) alter, remove, or refuse to post or allow to be posted any User Content; and/or (iii) disclose any User Content, and the circumstances surrounding its transmission, to any third party. For any User Content you submit or allow us to feature, you grant us a non-exclusive, sub-licensable, fully paid-up, perpetual, irrevocable, royalty-free, transferable right and license to use, display, perform, transmit, copy, modify, delete, adapt, publish, translate, create derivative works from, sell and distribute such User Content and to incorporate such User Content into any form, medium, or technology, now known or hereafter developed, without any compensation to you. For this reason, do not send us or allow us to feature any User Content that you do not wish to license to us, including any confidential information or any original creative materials such as stories, product ideas, computer code or original artwork. In addition, you grant us the right, which we may exercise in our sole discretion, to include the name provided along with the User Content that you submit or allow us to feature. We are not responsible for the use or disclosure of any personal information that you voluntarily disclose in connection with any User Content you submit or allow us to feature. You represent and warrant that you have all rights necessary for you to grant the licenses granted in this section, including but not limited to permission from or on behalf of any individuals that appear in the User Content to use, and grant to third parties such as us the right to use, their name, image, voice and/or likeness without compensation to you or any other person or entity. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding User Content that you may have under any applicable law or legal theory. Please note that other visitors to the Websites or App may post content that is inaccurate, misleading, or deceptive. We neither endorse nor are responsible for any opinion, advice, information, or statements made by such other visitors or any other third party. The opinions expressed by third parties reflect solely the opinions of the individuals who submitted such opinions and may not reflect our opinions.

35. Modification of the Websites and/or App

We may modify, suspend or permanently discontinue the Websites and/or App, or any portion of the functionalities, at any time without advance notice to you. We will not be liable to you for any such modification, suspension, or discontinuance. The latest version of the License will be made available on the Websites and/or App.

36. Changes to Terms

These Terms were last updated on October 18, 2022. We reserve the right to change, modify or amend all or a portion of these Terms at any time to the fullest extent permitted by law, so we encourage you to review them periodically. YOU ACKNOWLEDGE AND AGREE THAT YOUR CONTINUED USE OF THE WEBSITES AND/OR APP FOLLOWING CHANGES TO THESE TERMS POSTED TO OUR WEBSITES AND/OR APP WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES