Effective Date: March 10, 2022
These “Commercial Terms” apply to our commercial transactions with you, including your purchase of any product from us, and any use of any Gift Card or use of promotional awards (each of which we refer to as a “Commercial Transaction”). You should carefully read through these Commercial Terms to understand your rights and responsibilities, as these Commercial Terms constitute a part of the contract between you and Blackwoods Coffee. If you do not agree to the Commercial Terms, then you can decide not to complete a Commercial Transaction. These Commercial Terms are incorporated within, and form a part of, our Terms of Service.
The pricing for all products available via the Service are in United States dollars and exclude taxes and shipping costs. We strive to ensure all pricing information is correct. If a product is listed at an incorrect price or with incorrect information due to typographical error or otherwise, we reserve the right to not process or to cancel any orders placed for such product. We may change the price of any product from time to time, and we reserve the right to decrease or increase listed prices without notice. Any increase in cost for any subscription product would not apply until the expiration of your then current subscription term, unless otherwise specifically provided in our notice to you, and would become effective no sooner than the next time you would be charged for that product. If you do not agree to pay the new price or other applicable charges, you may elect not to renew the product subscription before the price change goes into effect, which cancellation would be effective at the expiration of your then current subscription term.
You may only place an order for products offered for sale on our Service for personal use, and no Customer is permitted to purchase products to resell to others. Blackwoods Coffee reserves the right, in its sole discretion, to not process or to cancel any accepted order, or to limit quantities, for any or no reason.
Blackwoods Coffee accepts certain debit and credit cards and may elect to accept other forms of payment (such as Gift Cards) and electronic transfers, for payment of products purchased from the Service (each, an “Accepted Payment Method”), subject to the procedures and rules contained in these Terms and any applicable contract with the provider of the Accepted Payment Method. Accepted Payment Methods may vary from time to time and by country or by certain products. For most orders, you will not be charged until your order is shipped to you. If an order contains items from multiple vendors, you will typically be charged for the entire order when the first shipment is dispatched. Your assurances of payment and our rights to collect payment include any obligation you may have to pay any taxes or delivery charges described as being applicable to the product you are buying. In addition, you agree that you will be responsible for any credit card chargeback fees as well as any reasonable collection costs we incur as a result of your failure to pay on a timely basis. You agree to pay the charges for the product in the currency specified by Blackwoods Coffee (or any payment processor from which you may purchase the product) when you enter into the Commercial Transaction, and you assume all risks associated with any changing value in the currency compared with other currencies.
When you purchase a product from us and enter a form of payment, you agree that: (i) any payment information you provide is true and accurate; (ii) you are authorized to use the payment method you provide; (iii) we have permission to retain the payment information and method, including all submitted debit and credit card information and other Customer Information, submitted by you and/or your issuing bank or the applicable payment network; and (iv) we have the irrevocable permission to share with financial institutions and payment processing firms (including any institutions or firms we retain in the future) information regarding your purchase and your submitted payment information in order to process your payment, and to grant such firm(s) (and/or one of their respective financial service providers) the rights to collect, use, retain, and disclose such data and information. Please note that your obligation for payment to, and relationship with, such a third party payment processor is a contractual matter between you and such third-party; Blackwoods Coffee is not a party to, or responsible on account of, such contract. While we select our payment processors carefully and enter into detailed agreements imposing performance obligations (including confidentiality) on them, we cannot and do not guarantee their performance. We encourage you to provide any feedback regarding any payment processor with which you do business to us, as we value and use your input in determining whether to continue or end such relationships. If you have any concerns or problems with a payment processor, please contact us at email@example.com as promptly as you can.
Blackwoods Coffee may offer you the opportunity to purchase a subscription to certain products. If you elect to purchase a subscription that renews automatically, you agree that we may process your Accepted Payment Method without your renewed permission at each applicable billing time, as applicable for the particular product. You may elect to cancel a subscription at any time, but such cancellation will be effective as of the end of the then-current billing period or the end of the next-current billing period, except as otherwise specifically described in connection with any particular product subscription.
ADDITIONAL TERMS RELATING TO THE SERVICE
The following terms and conditions apply to certain features of the Blackwoods Coffee Service:
First Bag Free Promotion
Offer is valid for one bag chosen by Blackwoods Coffee when you sign up for a coffee subscription and pay upfront for your first 3 deliveries. Offer is valid for first-time subscribers only. Discount is automatically applied at checkout when selecting the upfront bundle payment method.
Blackwoods Coffee 30 Shipping Program
With Blackwoods Coffee 30, once you place an order and pay the shipping costs, standard shipping is free on every additional order you place for the next 30 days. You can find how many days of free shipping you have left on your personalized homepage and during the checkout process.
Additional special shipping charges may apply to orders on a case by case basis. Any special shipping charges will be noted during checkout.
Blackwoods Coffee 30 does not cover return shipping for refunds. Blackwoods Coffee 30 terms, eligibility, and timing are subject to change without notice.
Blackwoods Coffee uses reasonable efforts to display the products listed for sale via the Service as accurately as possible. However, Blackwoods Coffee does not warrant that product descriptions or other content are accurate, complete, reliable, current or error-free, as we rely upon our vendor partners to provide information regarding their products. If a product offered by Blackwoods Coffee is not as described, please contact us at your earliest opportunity at CUSTOMERSERVICE@BLACKWOODSCOFFEE.COM and we will endeavor to find an acceptable solution. However, your sole remedy if we cannot find a solution is to return the product in accordance with our Commercial Terms
All offered products on the Blackwoods Coffee website are subject to availability. Blackwoods Coffee reserves the right to change the items offered via the Service at any time and without notice. The Service may contain information about the availability of products at the time of ordering, but the quantity of inventory actually available can change significantly and without notice. If a product is not available for shipping promptly after you place your order, you will be notified, and you may choose to order a different item that is then-currently available, to wait until the product is available (if it will be available again in a timely manner) or to cancel your order. Blackwoods Coffee is not liable if products are not in stock or otherwise not available.
Third Party Product Warranties
Certain products offered by the Service may include a warranty from the manufacturer of such product, in which event you may be entitled to receive protection against any defect or other covered issue with such product, from such manufacturer. You may contact us at CUSTOMERSERVICE@BLACKWOODSCOFFEE.COM for information regarding the third-party manufacturer, and Blackwoods Coffee will use reasonable efforts to assist you; however, Blackwoods Coffee has no liability with respect to any product warranty provided by a third party, and you must seek any recovery or other benefit covered by such a third party warranty directly from such third party.
Gift Cards and Promotions
Blackwoods Coffee may from time to time offer certain Gift Cards or promotional events or opportunities which are subject to our Commercial Terms and may also be subject to specific rules or terms relating to the particular Gift Card or promotion.
Some of the Paid Services, such as Auto-Reorder, A Gift, or Curated Selections (The “Subscription”) may consist of an initial period for which there is a one-time charge, followed by recurring period charges as agreed by you.
Automatic Renewal Terms
By ordering a Subscription, you agree to pay the applicable price and any other recurring charges upon each auto-renewal date, until you terminate your Subscription in accordance with the Services.
Subscriptions may not be cancelled or modified after an upcoming shipment has been processed, in accordance with individual Supplier roasting and shipping schedules, up to 10 days prior to customer delivery date.
Subscription cancellations and modifications will be applied to the next date for which a customer’s order has not already been processed.
IF YOU WISH TO CANCEL OR MODIFY AN AUTOMATIC RENEWAL, OR OTHERWISE MODIFY YOUR SUBSCRIPTION, YOU CAN DO SO BY EMAILING US AT CUSTOMERSERVICE@BLACKWOODSCOFFEE.COM, WITH “CANCEL” OR “MODIFY” IN THE SUBJECT LINE. SOME SUBSCRIPTION MODIFICATIONS, NOT INCLUDING CANCELLATION, MAY BE AVAILABLE THROUGH YOUR ACCOUNT.
Based on the Paid Services you select, you may receive recurring shipments of a single type of coffee (Auto-Reorder) or you may receive a rotating selection coffees from among the current and future range of Blackwoods Coffee’s coffee catalog (A Gift or Curated Selections). You will be asked to specify one or more Subscriptions when placing your order and may reference your order receipt or personalized homepage for a list of currently active Subscriptions.
From time to time, coffees may become temporarily or permanently removed from the Blackwoods Coffee catalog based on seasonality or other factors. In the event a coffee you have selected as part of a Subscription becomes unavailable, Blackwoods Coffee may at its sole and exclusive option elect to send you a substitute coffee, the price of which will not exceed the price of the originally specified bag by more than $5. In all instances, you will be charged the price of the coffee as listed on Blackwoods Coffee’s website at the time the coffee is shipped.
Blackwoods Coffee will use reasonable efforts to place your Subscription orders with Suppliers at the interval you specify when placing your order. Based on Supplier roasting schedules, shipping carrier selections and delays, and other factors beyond Blackwoods Coffee’s control, actual delivery intervals for Subscription orders may vary by several days.
Pricing and Billing
Please note that if your Subscription includes a discounted price for a promotional period, once the promotional period expires, your Subscription will renew at the full price.
As such, if you purchase a Subscription, until such time as you terminate your Subscription in accordance with the directions on this Application, you hereby authorize, agree and assent to Blackwoods Coffee automatically billing your credit card submitted as part of the order process for such amounts that are due. Your non-termination of a Subscription reaffirms that we are authorized to charge your Payment Method for that Subscription. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to sign up for the Subscription. As part of this recurring Subscription, you will be charged the price listed on Blackwoods Coffee’s website, for each coffee in your order, at the time each coffee is shipped.
CHANGES TO PAYMENT METHODS AND ACCOUNT INFORMATION
You are responsible for ensuring that your Customer Information, including all payment information (address, debit or credit card number and expiration date), is accurate and up to date. You may change this information at any time by logging into your account through the Blackwoods Coffee website, accessing your account page and making the changes or by contacting firstname.lastname@example.org. If you have any difficulty making any change to the payment method, you must notify us by contacting email@example.com and demonstrating to our satisfaction your authority to change the payment method used for the Service.
If your credit card expires or the information is otherwise invalid, or you or another party controlling the payment method make changes to your billing account too close in time to when we charge for any recurring subscription (so we cannot reasonably act on your changes prior to billing), we will probably not be aware of this, and we will bill the current charges to the card we had on record; the continuation of your subscription constitutes your authorization for us to do so, and you remain responsible for any uncollected amounts and any charges incurred by you or us as a result of billing to an invalid card or other payment method. We may terminate any subscription at any time if an amount is past due or we find the payment or other account information is not valid.
We charge and collect sales and other applicable taxes for online transactions based on shipping address and as required by applicable laws and regulations. An estimate of these taxes will be provided during your ordering process and the actual sales tax (if any) will be calculated when your order is shipped and may vary from the estimated tax. If we are not required to collect taxes, it is your responsibility to determine and pay any use taxes or similar taxes. You cannot assume that your purchase is exempt merely because it is made over the internet or because we do not charge you any tax on your order. You are solely responsible for your compliance with applicable tax laws and regulations.
No sales tax is charged when purchasing Gift Cards; however, purchases paid for with Gift Cards may be subject to tax.
Shipping Costs and Timing
Our standard shipping fee is posted on our Site, but it is subject to change without notice, and otherwise prices vary depending upon the product(s) purchased; shipping charges may be waived with or without a Promotional Code, in our sole discretion. We provide free shipping on certain orders, as indicated during checkout, to most destinations in the United States.
In some cases, certain delivery options may not be available, may require additional shipping fees or may take longer than anticipated. Items subject to these additional shipping and delivery charges will be displayed during the ordering process and may not be eligible for any reduced or free shipping offer. Coffee orders are typically roasted-to-order and shipped out based on the roaster’s roasting schedule for the individual product selected. Roasting frequency varies widely by roaster and may significantly impact the expected time period between order to receipt, along with other factors like distance from origin to destination and the selected carrier. A tracking number will be emailed to you when your order ships. This tracking number will allow you to check on the delivery status of your order. Please be advised that deliveries are not typically made on weekends or holidays.
If your order or a part of your order is not able to ship without material delay for any reason, Customer Service will contact you to provide more detail and an estimated shipping date.
Blackwoods Coffee will select a shipping carrier and method following checkout for each order. Your shipping cost, if any, will be determined based upon a number of factors, including the items you purchase and, in certain cases, the shipping carrier or method of delivery. We will inform you of the shipping costs for the shipment method you select in the order summary displayed on the site before you confirm your order. This amount will be payable by you in addition to the price, plus taxes, of the products ordered.
Most items will ship via common carrier (such as UPS, FedEx, or USPS) and require a valid shipping address. Some carriers generally will not ship to a P.O. Box or military address. In some cases, single orders will be split between multiple carriers.
Coffee and any other perishable products we offer are not eligible for returns. However, on a case-by-case basis following consultation with Customer Service, we may choose to refund some portion, or the entire value of coffee purchased through our website.
Unless otherwise noted at the time of purchase, equipment you purchase from the Service may be eligible for return if the item is in its original condition, unused, unwashed, unaltered and undamaged. Items must be in the original packaging (including, if possible, the original delivery box) and be accompanied by a copy of the invoice for such purchase. You must return any eligible item within thirty (30) calendar days of the date on which such product was delivered to you. Gift Cards are not eligible to be returned. In addition, certain products may be covered by a manufacturer’s warranty, in which case the eligibility of return for a warranty claim is governed by such manufacturer’s warranty terms.
To return an eligible item, you must obtain a return label by contacting Customer Service at firstname.lastname@example.org. You may return any eligible equipment purchased via the Service for a refund. If your returned item is received within the prescribed time period, and satisfies a confirmatory inspection, in most cases your refund will be processed, and a credit will be automatically applied to your original method of payment. For returns of products purchased during certain promotional events, your refund may be credited in the form of an electronic Gift Card, as noted at the time of purchase. Depending on your Accepted Payment Method, a refund may take an additional 7-10 business days after the credit is applied to post to your account. Items that have been returned for a refund to your original form of payment will be refunded at the original purchase price plus applicable sales tax (if any). If a Gift Card was utilized in the original purchase, we will issue a new Gift Card for the value of the return refund. If the credit card used in connection with the purchase is expired or invalid, the refund will transfer over to your new card if it is with the same bank. If this is not possible, we will issue a check to the billing address on the credit card.
Blackwoods Coffee may from time to time offer, directly or through a third party, Gift Cards for sale that represent certain cash value to be redeemed in the Service (a “Gift Card”). Each such Gift Card may be subject to specific terms or conditions, in which case those terms and conditions shall supersede anything in these Commercial Terms. Otherwise, the following provisions (in addition to the other Commercial Terms) shall apply:
- No fees are imposed on Gift Cards, and if purchased, they do not expire.
- Certain Gift Cards that are not purchased are considered Promotional Codes and governed by separate terms and conditions.
- Gift Cards can only be redeemed at the Blackwoods Coffee website toward the purchase of products available thereon. They cannot be applied to any orders previously placed or be redeemed for other Gift Cards.
- Gift Cards are nontransferable and may not be returned or redeemed for cash (except as required by law).
- If you apply your Gift Card balance towards the payment of a product with a price less than such Gift Card balance, the surplus balance will continue to be available on the Gift Card and can be redeemed against a subsequent order. If your Gift Card balance is insufficient to pay the cost of any product, you must pay the unpaid portion with another Accepted Payment Method. You may check your Gift Card balance on the Blackwoods Coffee website or by contacting us at email@example.com.
- To redeem a Gift Card you must enter the Gift Card information during checkout.
- If you return any item you purchased using a Gift Card, the amount paid using a Gift Card will be issued to you on a new Gift Card and will be eligible for redemption against a subsequent order.
- Electronic Gift Cards will be emailed to the recipient after payment has been processed, and physical Gift Cards will be shipped in accordance with our Shipping and Delivery Policy. A confirmation will also be sent to the purchaser.
- Delivery of an electronic Gift Card to an incorrect or non-existent email address provided by the purchaser of the Gift Card is the sole responsibility of the purchaser, and Blackwoods Coffee shall have no obligation to replace or reissue such Gift Card. We are not responsible if a Gift Card is lost, stolen, destroyed or used without permission.
- Sales tax and shipping charges are applicable to any item purchased with a Gift Card.
- We reserve the right to refuse, cancel or hold for review Gift Cards and orders for suspected fraud, for cards mistakenly issued in an incorrect denomination, or for other violations of Gift Card policies.
PROMOTIONS AND PROMOTIONAL CODES
Blackwoods Coffee may from time to time offer certain promotions or make available, directly or through a third party, Gift Cards or promotional codes or coupons that may be redeemable for a specified product or a discount off the price of one or more products for a fixed period of time (individually, a “Promotional Code” and collectively, “Promotional Codes”). Each such promotion (a “Promotion”) may specify terms or conditions applicable to such Promotion, in which case those terms and conditions shall supersede anything in these Commercial Terms. Otherwise, the following provisions (in addition to the other Commercial Terms) shall apply:
- In order to utilize a Promotional Code, you must have a registered account in the Service and use the registration or redemption process, and satisfy any eligibility requirements, established by Blackwoods Coffee in connection with the Promotion.
- Promotions may have an expiration date or special terms, as indicated at the time and place of issuance, after which time such Promotions are void. Blackwoods Coffee is under no obligation to accept expired or otherwise invalid or void Promotional Codes.
- Promotions can only be redeemed at the Blackwoods Coffee website toward the purchase of products available at the website during the Promotional period. They cannot be applied to any orders previously placed or be used toward the purchase of Gift Cards.
- Promotions are non-transferable and may not be returned or redeemed for cash (except as required by law). Blackwoods Coffee is under no obligation to provide any compensation in connection with Promotional Codes that are lost or expired.
- If your order total is less than the value of the Promotion, the remaining balance of the Promotional Code will be forfeited and may not be redeemed against subsequent orders, subject to any expiration or other restrictions applicable to the specific Promotional Code. You may check your Promotional Code balance on the Blackwoods Coffee website or by contacting us at firstname.lastname@example.org.
- To redeem a Promotional Code you must enter the Promotion information when prompted during checkout. Additional restrictions may apply, as indicated at the time of issuance.
- If the purchase price of the product(s) purchased exceed(s) the value of your Promotional Code, the excess amount must be paid by another Accepted Payment Method.
- If you return any item you purchased using a Promotional Code, the amount paid using a Promotional Code will not be reissued to you and will not be eligible for redemption against subsequent orders.
- Please take care in handling and using any Promotional Code, as Blackwoods Coffee is not responsible if a Promotional Code is lost, stolen, misdelivered, destroyed or otherwise used incorrectly.
- Sales tax and shipping charges are applicable to any item purchased with a Promotional Code.
- We reserve the right, in our sole discretion, to refuse, modify, cancel or hold for review any Promotion and orders paid for by Promotional Code for suspected fraud, for Promotional Codes mistakenly issued in an incorrect denomination, or for other violations of the Promotion policies, in whole or in part for any reason or no reason, to the extent permitted by law. If we suspect misuse of a Promotion, it may be suspended or terminated.
- Please note that Promotions are not Gift Cards, and the terms and conditions may vary.
- Blackwoods Coffee has no responsibility with respect to any third-party product or service provided, or any marketing claim or promotional offer made, by a third party. Blackwoods Coffee has no obligation to provide you with any compensation, or to modify the Promotion or the Promotion requirements in connection with any Promotion you obtained from a third party that was acting improperly.
- Blackwoods Coffee may elect in its discretion not to permit the application of any Promotional Code for payment of certain products available at the Blackwoods Coffee website.
- Unless you have a separate contract with Blackwoods Coffee permitting you to distribute Promotional Codes, you are prohibited from selling or otherwise distributing or transferring Promotional Codes. Blackwoods Coffee reserves the right to invalidate any Promotional Codes that have been improperly issued or distributed, and we do not owe you any compensation with respect to such Promotional Codes.
- Gift Cards not used within twelve (12) months are subject to fees for inactivity, dormancy, or service, which will be charged against the Gift Card and may diminish its value to $0.00. Gift Cards are not valid in states where local laws, rules, or regulations supersede, diminish, alter, or otherwise impede or prohibit federal laws regarding gift cards, coupons, or other such instruments.
FIRST MATCH GUARANTEE
You have seven days (the “Trial Period”) from the purchase of your first subscription order to receive and try the first coffee (“First Match”). If during the Trial Period, your First Match is unsatisfactory, you may contact Blackwoods Coffee Customer Support via email to be matched to a free second bag (“Second Match”).
Free Second Match bags can only be redeemed as part of an active subscription. The First Match Guarantee is limited to first time subscribers, one per household.
If you do not redeem your Second Match prior to your second subscription order being automatically placed, your second order will not be cancelled nor will the cost be refunded.
Blackwoods Coffee reserves the right to deny First Match Guarantees.
TERMINATION OF ACCOUNT
You may elect to terminate your account with the Service at any time by contacting CUSTOMERSERVICE@BLACKWOODSCOFFEE.COM. If we believe that you have violated any terms of service with Blackwoods Coffee, we reserve the right to terminate your account with or without prior notice.
UNAVAILABILITY OF SERVICES; TERMINATION; FRAUD
We may alter, suspend or discontinue the Service in whole or in part, at any time and for any reason, without notice. In addition, the Service may be temporarily unavailable from time to time for maintenance or other reasons. We may, in our sole discretion, terminate or suspend your use or access to all or part of the Service or your account, for any reason, including without limitation, breach of these Terms. If at any time, we notify you that your access to and/or use of the Service or your account is terminated, you must cease and desist from all such access and/or use immediately. We reserve the right to cancel, delay, refuse to ship or recall from the shipper any order if fraud is suspected.
DISCLAIMER; LIMITATION OF LIABILITY
We love coffee and assume that if you’re shopping for coffee at Blackwoods Coffee you love it, too. Although many studies have indicated that consuming coffee may be beneficial to your health, we are aware that coffee may cause allergic or other medical problems for some people, and that scientific studies may yet uncover other characteristics that are undesirable, at least for some people. Blackwoods Coffee encourages you to make your own determination about whether consuming coffee is appropriate for you, and we encourage you to prepare coffee in a way that will not cause you any harm. Your decisions are your own responsibility, and Blackwoods Coffee disclaims any responsibility or liability with respect to any adverse consequences you, or anyone with whom you may share your coffee, experiences.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, IN A SEPARATE EXPRESS WRITING, OR REQUIRED BY APPLICABLE LAW, BLACKWOODS COFFEE MAKES NO REPRESENTATIONS, COVENANTS OR WARRANTIES AND OFFERS NO OTHER CONDITIONS, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING, WITHOUT LIMITATION, THE MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE OR NON-INFRINGEMENT OF THE SERVICE, ANY CONTENT ON THE SERVICE OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICE, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. BLACKWOODS COFFEE DISCLAIMS ANY WARRANTIES THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE SERVICE WILL BE SECURE; THAT THE SERVICE OR ANY SERVER THAT MAKES THE SERVICE AVAILABLE WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE SERVICE WILL BE CORRECT, ACCURATE, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE COMPLETE. IF YOU DOWNLOAD ANY CONTENT FROM THE SERVICE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM THE SERVICE SHALL CREATE ANY WARRANTY OF ANY KIND.
IN NO EVENT SHALL BLACKWOODS COFFEE OR ITS PARENT, SUBSIDIARIES, DIVISIONS OR AFFILIATES, OR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES, OR THIRD PARTIES PROVIDING INFORMATION OR PRODUCTS ON OR IN CONNECTION WITH THE SERVICE (COLLECTIVELY, THE “RELEASEES ”) BE LIABLE TO YOU, ANY USER OF THE SERVICE OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE) ARISING OUT OF THE USE OR INABILITY TO USE OR ACCESS THE SERVICE, ANY CONTENT OR INFORMATION CONTAINED THEREON OR STORED OR MAINTAINED BY BLACKWOODS COFFEE, OR ANY PRODUCT OR SERVICE PURCHASED THROUGH THE SERVICE, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF ANY RELEASEE HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. IN NO EVENT SHALL THE TOTAL LIABILITY OF THE RELEASEES TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT YOU PAID TO BLACKWOODS COFFEE IN CONNECTION WITH THE APPLICABLE PURCHASE GIVING RISE TO SUCH LIABILITY. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL THE RELEASEES HAVE ANY LIABILITY FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR OTHERWISE INCURRED IN CONNECTION WITH THE LOSS OF ANY DATA OR INFORMATION CONTAINED IN YOUR ACCOUNT OR OTHERWISE STORED BY OR ON BEHALF OF BLACKWOODS COFFEE.
Because some jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages, in such jurisdictions some or all of the above disclaimers or exclusions may not apply, and liability will be limited to the fullest extent permitted by applicable law. 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 which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
By using the Service, you agree to indemnify, hold harmless and defend the Releasees from any claims, damages, losses, liabilities and all costs and expenses of defense, including but not limited to, attorneys’ fees, resulting directly or indirectly from a claim (including without limitation, claims made by third parties for infringement of intellectual property rights) by a third party that arises in connection with (i) your use or misuse of the Service; (ii) your breach of the Terms; (iii) your violation of any law or the rights of a third party; or (iv) your Feedback. You agree to cooperate as fully as reasonably required in the defense of any claim. Blackwoods Coffee or the applicable Releasee reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you for which you will remain responsible for indemnifying and holding harmless the Releasees.
These Terms and any action related thereto will be governed by the laws of the State of Minnesota without regard to its conflict of laws provisions. Exclusive jurisdiction and venue for actions related to these Terms or your use of the Service will be the state and federal courts located in Saint Paul, Minnesota, United States, and both parties consent to the jurisdiction of such courts with respect to any such actions. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
Alternative Dispute Resolution Process
Unless you are subject to the Mandatory Arbitration Provisions set out below, and subject to any applicable laws, if a claim arises between you and Blackwoods Coffee where the total value of such claim is less than US$10,000, the party initiating the claim may elect to have the dispute resolved pursuant to a binding arbitration process that does not require attendance in person. This “Alternative Dispute Resolution Process” shall be initiated by either of us sending notice to the other, in which event you and Blackwoods Coffee agree to use our reasonable efforts to agree within thirty (30) days upon an individual or service to manage the Alternative Dispute Resolution Process (the “Arbitration Manager”) according to the following requirements: (i) neither party shall be required to attend any proceeding in person, (ii) the proceeding will be conducted via written submissions, telephone or online communications or as otherwise agreed upon, (iii) the fees for the Arbitration Manager will be borne equally by the parties or be submitted to the Arbitration Manager to determine as part of the dispute and (iv) the judgment rendered by the Arbitration Manager may be entered in any court of competent jurisdiction for enforcement.
If you are a resident of the European Union (EU), please note that we offer this Alternative Dispute Resolution Process, but we cannot offer you the European Commission Dispute Platform as we do not have an establishment in the EU.
Mandatory Arbitration Provisions
If you reside in the United States or are otherwise subject to the US Federal Arbitration Act, you and Blackwoods Coffee agree to resolve any claims relating to these Terms or the Service – except any dispute relating to the enforcement or validity of intellectual property rights – through final and binding arbitration by a single arbitrator, except as set forth under Exceptions to Agreement to Arbitrate below. This includes disputes arising out of or relating to interpretation or application of this “Mandatory Arbitration Provisions” section, including its enforceability, revocability, or validity. The Federal Arbitration Act governs the interpretation and enforcement of these Mandatory Arbitration Provisions.
You can decline this agreement to arbitrate by contacting us at CUSTOMERSERVICE@BLACKWOODSCOFFEE.COM and clearly stating your election to opt out of arbitration, and providing the Customer name, email and physical addresses, within 30 days of your first creating an account or purchasing a product, whichever first occurs.
The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (to the extent applicable), as modified by these Mandatory Arbitration Provisions. You may review those rules and procedures and obtain a form for initiating arbitration proceedings at the AAA’s website. The arbitrator will decide the substance of all claims in accordance with the laws of the State of Minnesota, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court possessing jurisdiction over the parties, except for a limited right of appeal under the Federal Arbitration Act.
The arbitration will be held in the United States county where you live or work, Saint Paul (MN), or any other location we agree to. If, however, the value of the relief sought is US$10,000 or less, either of us may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on us, subject to the arbitrator’s discretion to require an in-person hearing. Attendance at an in-person hearing may be made by telephone by you and/or us, unless the arbitrator requires otherwise.
The AAA rules will govern payment of all arbitration fees. If the amount of the claim exceeds US$10,000 and you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Blackwoods Coffee will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, Blackwoods Coffee will not pay any of your fees and, if Blackwoods Coffee has paid any of your fees, you agree to reimburse Blackwoods Coffee for all such fees associated with the arbitration paid by Blackwoods Coffee on your behalf, which you otherwise would be obligated to pay under the AAA’s rules.
We agree with you that there shall be exceptions to the requirement to resolve disputes under the Mandatory Arbitration Provisions, as described in this paragraph. Either you or Blackwoods Coffee may assert claims, if they qualify, in small claims court in Saint Paul, Minnesota or any United States county where you live or work. In addition, either the Customer or Blackwoods Coffee may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Service, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in Ramsey County, Minnesota to resolve your claim.
No Class Actions
You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed. If this specific paragraph is held unenforceable, then the entirety of this “Mandatory Arbitration Provisions” section will be deemed void.
SPECIAL NOTICE FOR CALIFORNIA CUSTOMERS
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may of course contact us at CUSTOMERSERVICE@BLACKWOODSCOFFEE.COM, phone: (612) 568-7487, or send us a message at:
The Blackwoods Coffee Company
2136 Ford Parkway #8141
Saint Paul, MN 55116
Attention: Legal Notice
These Terms constitute the entire and exclusive understanding and agreement between Blackwoods Coffee and you regarding the Service, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Blackwoods Coffee and you regarding the Service. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding a Blackwoods Coffee-accepted Order Form) will be incorporated into or form any part of these Terms, and all such terms or conditions will be null and void.
These Terms will be enforced to the fullest extent permitted under applicable law. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer the right to use the Service, or Customer’s obligations under these Terms, by operation of law or otherwise, without Blackwoods Coffee’s prior written consent, except in the case of a merger, acquisition, or sale of all or substantially all assets of Customer, after notice to Blackwoods Coffee. It is your responsibility to ensure your billing and contact information is current at all times despite any such assignment. Any attempt by you to assign or transfer the right to use the Service, or Customer’s obligations under these Terms, without such consent, will be null and void. Blackwoods Coffee’s remedy for any purported assignment by the Customer in breach of this section will be, at its election, termination of your account upon written notice. Blackwoods Coffee may freely assign or transfer the Service, or Blackwoods Coffee’s obligations under these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notice required or permitted under these Terms must be in writing and delivered by email (i) to you at the email address included within your Customer Information or (ii) to Blackwoods Coffee at customerservice@BlackwoodsCoffee.com. You agree that all notices and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. The date of receipt will be deemed the date on which such notice is transmitted.
Blackwoods Coffee’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Blackwoods Coffee. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Blackwoods Coffee shall not be liable by reason of any failure or delay in the performance of any obligations on account of events beyond our reasonable control, which may include denial-of-service attacks, a failure by a Service Provider, strikes, shortages, transportation interruptions, riots, fires, acts of nature, war, insurrection, terrorism, and governmental action.
Please report any violations of these Terms to CUSTOMERSERVICE@BLACKWOODSCOFFEE.COM.