Acceptance of Terms.  Shipt Inc. ("Company") provides this website and the Shipt’s Sample Size Calculator included therein (collectively "the Website") for use solely by U.S. consumers and businesses. By using the Website in any way, you are agreeing to comply with the Terms.  You represent and warrant that you are at least 18 years of age (or at least 13 years of age and visiting under the supervision of a parent or guardian) and legally able to enter into a binding contract. If you are using the Website on behalf of a legal entity, you hereby represent and warrant that (i) you have the authority to enter into these Terms on behalf of the legal entity and (ii) agree to be bound by the Terms individually, even when acting on behalf of the legal entity. Should you object to any term or condition of the Terms or any other term of service or guideline set forth by Company, your only recourse is to immediately discontinue use of the Website.

Changes to the Terms of Use.  We may make changes to these Terms from time to time in our sole discretion. When we do so, we will post the most current version of the Terms on our Website.  Changes are effective immediately when we post them and apply to all access to and use of the Website. Your continued use of the Website following the posting of revised Terms means that you accept and agree to the changes. If you do not agree to the revised Terms, you should discontinue your use of the Website. You must review the Terms on a regular basis to keep yourself apprised of any changes.

Your Conduct.

1. You represent and warrant that You shall not upload any text, files, images, video, audio, or other materials of any kind ("Content") to the Website or use the Website in anyway that:

   1. infringes any patent, trademark, trade secret, copyright, or other intellectual property rights or other rights, including privacy, of any party;

   2. violates any state, federal, or other law, regulation or the like;

   3. is threatening, harassing, or libelous;

   4. is harmful in any way to minors;

   5. contains advertising or marketing that have not been paid for and approved by Shipt in a separate agreement;

   6. produces or includes software viruses, malware or any other code harmful to Shipt or others’ systems, solutions, hardware or users;

   7. is false, misleading or otherwise aims to hide the material and/or user responsible for the Content;

2. You agree not to: (i) copy, modify, or create derivative works of the Website, in whole or in part other than explicitly set forth in these Terms; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Website in contravention of this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software or other component of the Website, in whole or in part; or (iv) remove any proprietary notices from the Website.

Privacy.  The Privacy Notice found at https://www.shipt.com/privacy-policy/ sets forth details on the Shipt’s collection, disclosure, and use of personally identifiable information and privacy matters. By using this Website you agreement to the Privacy Policy and Shipt’s other terms.

Intellectual Property Rights.  The Website and the Content of the Website including, but not limited to, text, graphics, images, audio clips, digital downloads, data compilation or code is owned by Shipt, its licensors or other providers of such material and are protected by United States and international intellectual property or proprietary rights laws.

1. License Grant.  Subject to these Terms, Shipt grants you a revocable, limited, non-exclusive, non-transferable, territorially limited U.S. license to use the Shipt’s Sample Size Calculator.  Shipt further grants a revocable, limited, non-exclusive, non-transferable, territorially limited U.S. license to create derivative works solely from the output provided to you from the Shipt’s Sample Size Calculator through its expected and normal use.

2. Limitations upon License Grant.  You may not, except as otherwise set forth in the Terms:

   1. Republish, reproduce, duplicate, copy, sell, rent, distribute, create derivative works, publicly display, publicly perform, store, transmit or sub-license the Website or material from the Website;

   2. Copy the Website or modify copies of any materials from the Website;

   3. Delete or alter any copyright, trademark or other proprietary notices from copies of materials from the Website;

   4. Create frames around our web pages or use other techniques that alter in any way the visual presentation or appearance of the Website (without prior written approval by Shipt);

   5. Remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Website;

   6. Use the Website for any unlawful purposes or in any way that violates any applicable federal, state, local or international law or regulation;

   7. Use the Website for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;

   8. Transmit or procure the sending of any advertising or promotional material without prior written consent, including any junk mail, chain letter, or spam; or

   9. Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm Shipt or users of the Website or expose them to liability.

3. Trademarks.  All trademarks, service marks and trade names of Shipt on the Website are trademarks or registered trademarks of Shipt or their respective owners. You may not use such marks without Shipt’s or the respective owner’s prior written consent or as provided below in “Third Party Links and Websites”.

4. Website Ownership.  You acknowledge and agree that the Website is provided under a license, and not sold, to you. You do not acquire any ownership interest in the Website under these Terms or any other rights thereto other than to use the Website in accordance with these Terms. Shipt and its licensors reserve and retain their entire right, title and interest in and to the Website, except as expressly granted to you in these Terms.

5. Submitted Content. Through your use of the Website and partner websites operated by third parties, you may be able to submit Content.  As between you and Shipt, any Content that you provide remains your property. However, by providing Content to Shipt, you agree such Content is nonconfidential and grant Shipt and all of its subsidiaries, affiliates, successors and assigns a worldwide, perpetual, royalty-free, irrevocable, sublicensable, non-exclusive and transferable right to use, publish, reproduce, modify, adapt, publicly display, distribute and otherwise exploit the Content, without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. You also grant Shipt the right to use your name in connection with the Content. Such right shall survive the termination of these Terms and your use of the Website. When you share Content with Shipt, you will disclose any affiliation you have with us and will not share anything that is false, misleading, illegal, defamatory, libelous, hateful, racist, biased, threatening or harassing.

Third Party Links and Websites.  The Website may link to other websites operated by third parties. We have no control over these linked websites, each of which has separate privacy and data collection practices independent of Shipt. We are not responsible for, do not endorse and do not accept any responsibility for the availability, contents, products, services or use of any third party website, any website accessed from a third party website or any changes or updates to such websites. These linked websites are provided to you only for your convenience and you access them at your own risk. You agree that we are not responsible for any loss or damage you may incur from dealing with any such third party website. You should contact the website administrator for the applicable third party website if you have any concerns regarding such links or the content located on any such third party website.

Solution Calculations. Information contained in or calculation results from our Website may be outdated, limited or incorrect. Your use of the Website, and reliance upon the Website is at Your own risk, without representation or warranty of any kind as to the accuracy and otherwise subject to the Terms including specifically the “Disclaimer of Warranties” Section. If you find information or calculation results on the Website that you believe to be in error, please contact us with the specifics.

Disclaimer of Warranties.  YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE WEBSITE IS AT YOUR SOLE RISK AND DISCRETION.  COMPANY AND ITS AFFILIATES HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE WEBSITE WHETHER EXPRESS, IMPLIED OR STATUTORY TO THE FULLEST EXTENT ALLOWED BY LAW, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  FURTHERMORE, COMPANY AND ITS AFFILIATES MAKE NO WARRANTY THAT (I) THE WEBSITE WILL MEET YOUR REQUIREMENTS; (II) THE WEBSITE WILL BE PROVIDED ON AN UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE OR ERROR-FREE BASIS; (III) THE QUALITY OF ANY INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; (IV) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED; OR (V) THAT THE WEBSITE IS FREE OF DEFECTS, ERRORS, OR VIRUSES.

Limitation of Liability.  UNDER NO CIRCUMSTANCES SHALL COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE WEBSITE, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SHIPT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SHIPT’S AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF FIFTY DOLLARS ($50).  THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

No Equitable Relief.  Notwithstanding any other provision to the contrary contained in these Terms, you hereby acknowledge and agree that (a) monetary damages at law are a fully adequate remedy to compensate you for any breach or threatened breach of these Terms, and (b) an action at law for monetary damages is your sole and exclusive remedy for any such breach. No breach of these Terms by Shipt will entitle you to equitable relief, including specific performance, injunctive relief, rescission or any other form of equitable remedy.

Export Restrictions.  The Website is intended for use in the United States only. Access outside of the United States is strictly prohibited.

Indemnification.  You agree to indemnify, defend and hold harmless Shipt, its officers, directors, employees, agents, licensors and suppliers from and against all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees, resulting from (i) your violation of these Terms or any applicable law or regulation, whether or not referenced herein, (ii) your violation of any rights of any third party, or (iii) the use or misuse of the Website (including negligent or wrongful conduct) by you or any other person accessing the Website using your Internet account.

Mutual Arbitration Provision.

1. Arbitration of Disputes – Please Read . You and Shipt mutually agree to resolve any justiciable disputes, past, present or future, between the Parties, or between you and any of Shipt employees, agents, parents, subsidiaries, affiliates, successors, or assigns, exclusively through final and binding arbitration instead of a court or jury trial. Except as it otherwise applies, this Mutual Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16), or if the Federal Arbitration Act does not apply, then the arbitration law of your state of primary residency, and shall apply to any and all claims arising out of or relating to these Terms or your use of the Website (including without limitation the scope, enforceability, validity, or conscionability of this Mutual Arbitration Provision) whether arising under federal, state or local statutory and/or common law. Disputes between the Parties that may not be subject to pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by another Act of Congress are excluded from the coverage of this Mutual Arbitration Provision.

2. If either Party initiates arbitration, the initiating Party must notify the other Party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the Party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any demand for arbitration by you must be delivered to:

   Shipt, Inc. 
   Attn: Legal Department 
   420 20th St. N #100 
   Birmingham, AL 35203

   
   

3. Class Action Waiver – PLEASE READ . You and Shipt mutually agree that by entering into this Mutual Arbitration Provision, both Parties waive their right to have any dispute or claim brought, heard or arbitrated as a class action or collective action, and an arbitrator shall not have any authority to hear or arbitrate any class or collective action (“Class Action Waiver”). Notwithstanding any other clause contained in this Mutual Arbitration Provision or the JAMS Rules, as defined below, any claim in court or arbitration that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by the court and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class and/or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. Shipt may lawfully seek enforcement of this Mutual Arbitration Provision and the Class Action Waiver and seek dismissal of such class or collective actions or claims. The Class Action Waiver shall be severable in any case in which the dispute is filed as an individual action and severance is necessary to ensure that the individual action proceeds in arbitration.

4. Private Attorney General Action Waiver – PLEASE READ . This Mutual Arbitration Provision affects your ability to bring or participate in private attorney general representative actions under California law. Both you and Shipt agree to bring any dispute in arbitration on an individual basis only, and not on a private attorney general representative basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a private attorney general representative action, or as a member in any such private attorney general proceeding (“Private Attorney General Waiver”). Notwithstanding any other clause contained in this Mutual Arbitration Provision or the JAMS Rules, as defined below, any claim in court or arbitration that all or part of this Private Attorney General Waiver is unenforceable, unconscionable, void or voidable may be determined only by the court and not by an arbitrator. In any case in which (1) the dispute is filed as a private attorney general action and (2) there is a final judicial determination that all or part of the Private Attorney General Waiver is unenforceable, the private attorney general action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Private Attorney General Waiver that is enforceable shall be enforced in arbitration. Shipt may lawfully seek enforcement of this Mutual Arbitration Provision and the Private Attorney General Waiver and seek dismissal of such private attorney general representative actions or claims. The Private Attorney General Waiver shall be severable in any case in which the dispute is filed as an individual action and severance is necessary to ensure that the individual action proceeds in arbitration.

5. Applicable Rules of Arbitration. Any arbitration shall be governed by the JAMS Comprehensive Arbitration Rules & Procedures (“JAMS Rules”). The JAMS Rules may be found at www.jamsadr.com or by searching for “JAMS Comprehensive Arbitration Rules & Procedures” using a service such as www.google.com.

6. You have the right to consult with counsel of your choice concerning this Mutual Arbitration Provision and to be represented by counsel at any stage during the arbitration process. This Mutual Arbitration Provision is the full and complete agreement relating to the formal resolution of disputes covered by this Mutual Arbitration Provision. In the event any portion of this Mutual Arbitration Provision is deemed unenforceable, the remainder of this Mutual Arbitration Provision will be enforceable.

7. Your Right to Opt Out of this Mutual Arbitration Provision – PLEASE READ . Acceptance of this Mutual Arbitration Provision is not a mandatory condition of your relationship with Shipt, and therefore you may submit a statement notifying Shipt that you wish to opt out and not be subject to this Mutual Arbitration Provision. In order to opt out of the Mutual Arbitration Provision, you must notify Shipt by sending or hand delivering to Shipt, Inc., Attn: Legal Department, 17 20th St N #100 Birmingham, AL 35203, a written notice signed and dated by you stating that you are opting out of the Mutual Arbitration Provision. In order to be effective, Your opt out notice must be provided within thirty (30) days of you creating your account with Shipt. You will not be subject to retaliation as a consequence of a decision to opt out, and if you opt out you may pursue available claims and remedies in a court of law (but not arbitration). Should you not opt out within 30 days of creating your account with Shipt, continuing your relationship with Shipt constitutes mutual acceptance by you and Shipt of the Mutual Arbitration Provision. If you opt out of the Mutual Arbitration Provision, you and Shipt will continue to be mutually bound by all other terms of these Terms. The right to opt out described in this paragraph applies only to the Mutual Arbitration Provision and not any other provision of these Terms.

14. Waiver.  No waiver by Shipt of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by Shipt. No waiver by Shipt shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

15. General.  These Terms, along with any rules, guidelines or policies published in the Website constitute the entire agreement between Shipt and you with respect to your use of the Website and the services and products offered through the Website. If there is any conflict between the Terms and other rules or instructions posted, the Terms shall control. We shall not be liable for damages for any delay or failure of delivery arising out of causes beyond our reasonable control and without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, terrorism, embargoes, Internet disruptions, cyber attacks, or communications failures. Subject to applicable law to the contrary, you agree that any cause of action arising out of or related to the use of our Website must be commenced within one (1) year after the cause of action accrues, or such action will be permanently barred. These Terms shall be governed by, and construed in accordance with, the laws of the state of Alabama, without reference to its choice and conflict of law rules. You may not assign your rights or obligation under these Terms without the prior consent of Shipt. All headings included in these Terms are included for convenience only, and shall not be considered in interpreting these Terms. These Terms do not limit any rights that Shipt may have pursuant to any intellectual property laws or other laws. All rights and remedies available to Shipt, pursuant to these Terms or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available. No independent contractor relationship, partnership, joint venture, employer-employee or franchise relationship is created by these Terms.  If any provision of the Terms is found to be invalid or unenforceable by any court in any jurisdiction shall not affect the validity or enforceability of the provision in other jurisdictions and shall not affect the validity or enforceability of the remaining provisions.