TERMS AND CONDITIONS

1. Website Use and Access

‍The following are terms of a legal agreement between you and Simply Bread Co. (“Simply Bread,” “we,” “us,” or “our”). By accessing, browsing, and/or using this website (the “Site”), you acknowledge that you have read, understood, and agree to be bound by these terms and conditions (these “Terms”) and all policies, guidelines, disclaimers, and conditions appearing on this Site, and to comply with all applicable laws and regulations. If you do not agree, do not use this Site.

These Terms represent the entire agreement between you and Simply Bread with respect to the Site and supersede all prior or contemporaneous communications or proposals, whether written, oral, or electronic. We may update or revise these Terms at any time by posting an updated version on this Site. Your continued use of the Site or purchase of products following such changes constitutes your agreement to be bound by the updated Terms.

Any new features, functionality, tools, or products that we add to the Site will also be subject to these Terms. It is your responsibility to review this page periodically for updates. Your continued access to or use of the Site, including placing orders for products, following the posting of any changes constitutes your acceptance of those changes.

Simply Bread reserves the right, in its sole discretion and without notice, to modify, suspend, or discontinue any part of the Site, including features, content, or products, at any time.

‍2. Site Content and Intellectual Property

‍All content and materials made available through the Site, including, without limitation, all products, specifications, instructions, documentation, software, images, text, graphics, logos, trademarks, trade dress, audiovisual elements, and other materials (collectively, the “Content”), are and will remain the exclusive property of Simply Bread and/or its licensors. The Content is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

Simply Bread grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Site and its Content solely for your personal, non-commercial use and only as necessary to browse the Site, place orders, or use services offered through it. This license does not include any right to:
‍
• copy, reproduce, distribute, display, perform, publish, transmit, or modify the Content;
• create derivative works from the Content;
• reverse-engineer, decompile, or disassemble any portion of the Site or its software; or
• use any trademarks, logos, or other proprietary designations without our prior written consent.

Nothing in these Terms shall be construed as granting you any ownership interest in the Site, the Content, or any intellectual property rights therein. All rights not expressly granted are reserved by Simply Bread.

‍3. Accuracy, Availability, and Disclaimers

‍Simply Bread does not guarantee that the Site or any content will be error-free, accurate, or complete. Errors, inaccuracies, or omissions (including pricing or product availability) may occur. We reserve the right to correct any such errors and update information at any time without notice. We also reserve the right to refuse or cancel orders arising from such errors, even if the order has been submitted, confirmed, or charged.

The Site may include articles, recipes, guides, or other blog content provided by Simply Bread. Such content is provided for general informational and educational purposes only. While we strive to ensure that all such content is accurate and current, we make no representations or warranties regarding its completeness, reliability, or suitability for any particular purpose. All disclaimers of warranties applicable to the Site, its content, and any features or functionality are set forth in Section 20 (Disclaimer of Warranties) below.

‍4. User Communications and Feedback

‍If you choose to submit any ideas, feedback, suggestions, inquiries, or other communications to Simply Bread through the Site (collectively, “Submissions”), you acknowledge and agree that such Submissions will be considered non-confidential and non-proprietary, and Simply Bread may use them for any lawful purpose, including, without limitation, product development, improvement, and marketing. Personal information submitted through the Site will be handled in accordance with our [Privacy Policy].

We reserve the right to suspend or terminate access to the Site at our discretion.

‍5. Privacy

‍We respect your privacy and are committed to protecting it. Our [Privacy Policy] governs the collection, use, disclosure, and other processing of personal data obtained from you in connection with your access to and use of the Site, including when you browse the Site, create an account, or purchase products or services. By using the Site, you acknowledge that you have read and understood the Privacy Policy and agree to its terms. The Privacy Policy is incorporated into and forms part of these Terms.

‍6. Orders and Acceptance

‍Your order constitutes an offer to purchase products under these Terms. All orders must be accepted by us before we are obligated to sell. We reserve the right, in our sole discretion, to refuse, limit, or cancel any order for any reason, including but not limited to product availability, errors in product or pricing information, or suspected fraudulent activity.

When you place an order, you will receive an email confirming that we have received your order. This email serves only as an acknowledgment of receipt and does not constitute acceptance. A binding agreement between you and Simply Bread is formed only when we accept your order by confirming shipment or otherwise fulfilling it.

‍7. Prices and Payment Terms

‍(a) Prices and Taxes. All prices posted on this Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will apply only to orders placed after such changes.

Unless expressly stated otherwise at the time of purchase, posted prices may exclude applicable taxes, customs duties, import fees, shipping charges, and other similar costs, all of which (if applicable) will be added to your total at checkout and itemized in your order confirmation.

We are not responsible for pricing, typographical, or other errors in any offer and reserve the right to cancel any orders arising from such errors, including after an order is submitted, if the correct price materially differs from the listed price. No order is binding until we accept and confirm it with the correct price.

(b) Payment Methods. Payment for all purchases must be made using one of the payment methods displayed at checkout. Availability of payment methods may vary by region and is subject to change without notice. We reserve the right to request additional information or verification before accepting an order.

(c) Payment Authorization. By providing payment information, you represent and warrant that it is valid, complete, and that you are authorized to use it. You authorize us (and our third-party payment processors) to charge your payment method for the full amount of your purchase, including applicable taxes and fees. We may place a temporary authorization hold on your payment method before finalizing a charge, including in connection with preorders, payment plan approval, or order verification.

(d) Payment Obligations and Chargebacks. Payment must be received by us before our acceptance of an order unless otherwise agreed in writing. You remain responsible for any amounts not collected due to insufficient funds, chargebacks, or other payment failures, and you agree to reimburse us for any associated costs, including reasonable collection and legal fees. We reserve the right to suspend or cancel pending orders, or terminate your access to the Site, for repeated payment failures or suspected fraudulent activity.

‍8. Shipments; Delivery; Title and Risk of Loss

‍Shipping, delivery, and related terms for Simply Bread products are governed by our Shipping and Returns Policy, which is incorporated into these Terms by reference. That policy contains important information regarding shipping coverage, delivery options, timing, costs, and other details and may be updated by us from time to time.

Unless otherwise specified at checkout, Simply Bread will arrange shipment of your order to the shipping address you provide. Title and risk of loss transfer to you upon delivery of the products to that address, or, if you elect to use your own carrier, freight forwarder, or shipping broker, upon our delivery of the products to that carrier.

Any delivery dates provided are estimates and do not create binding obligations. We are not responsible for delays or failures in delivery caused by events beyond our reasonable control, including but not limited to carrier delays, customs inspections, supply chain disruptions, or force majeure events. Once a shipment is marked as delivered by the carrier, responsibility for the order transfers to you.

‍9. Returns and Refunds

‍All returns, refunds, cancellations, restocking fees, and related requirements are governed exclusively by our [Shipping and Returns Policy], which is incorporated into these Terms by reference and may be updated by Simply Bread from time to time. That policy describes the procedures and conditions applicable to returns and refunds, including eligibility requirements, timeframes, restocking fees, shipping responsibilities, and exceptions.

Nothing in these Terms limits any rights you may have under applicable consumer protection laws.

‍10. Limited Warranty

‍Products purchased through the Site are covered only by the limited warranties expressly set forth in our [Limited Consumer Warranty], which is incorporated by reference into these Terms. Please review that document carefully before purchase, as it contains important information regarding the scope of coverage, duration, limitations, and exclusions that apply to your product.

THE LIMITED CONSUMER WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY APPLICABLE TO SIMPLY BREAD PRODUCTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.

‍11. Disclaimer of Warranties

‍TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, ITS CONTENT, AND ANY FEATURES OR FUNCTIONALITY MADE AVAILABLE THROUGH IT ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SIMPLY BREAD EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WE DO NOT WARRANT OR GUARANTEE THAT THE SITE OR ITS CONTENT WILL BE ACCURATE, COMPLETE, RELIABLE, SECURE, TIMELY, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, CONTENT, OR SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE MAKE NO REPRESENTATION OR WARRANTY REGARDING ANY PRODUCTS OR SERVICES EXCEPT AS EXPRESSLY PROVIDED IN OUR LIMITED CONSUMER WARRANTY.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.

‍12. Limitation of Liability

‍TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SIMPLY BREAD, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, OWNERS, EMPLOYEES, REPRESENTATIVES, AGENTS, ATTORNEYS, OR LICENSORS (TOGETHER, “SIMPLY BREAD PARTIES”) BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE, PRODUCTS, OR CONTENT, REGARDLESS OF THE FORM OF ACTION OR THE THEORY OF LIABILITY, EVEN IF A SIMPLY BREAD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP ACCESSING AND USING THE SITE AND, IF APPLICABLE, TO CEASE USING THE PRODUCTS. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL THE SIMPLY BREAD PARTIES’ AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY YOU FOR THE PRODUCT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS (US $100), EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

NOTHING IN THESE TERMS LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

‍13. Indemnification

‍EXCEPT AS PROHIBITED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND (AT OUR REQUEST), AND HOLD HARMLESS THE SIMPLY BREAD PARTIES FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, LIABILITIES, DEMANDS, ACTIONS, DAMAGES, JUDGMENTS, AWARDS, SETTLEMENTS, FINES, PENALTIES, COSTS, EXPENSES, AND FEES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RELATING TO: (A) YOUR ACCESS TO, USE OF, OR MISUSE OF THE SITE, ANY CONTENT, OR ANY PRODUCT PURCHASED FROM US; (B) YOUR VIOLATION OF THESE TERMS OR ANY APPLICABLE LAW; (C) YOUR INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR OR ANY THIRD PARTY’S INTELLECTUAL PROPERTY, PRIVACY, OR OTHER RIGHTS; OR (D) ANY CONTENT, MATERIALS, OR INFORMATION YOU SUBMIT, POST, TRANSMIT, OR OTHERWISE MAKE AVAILABLE THROUGH THE SITE.

WE RESERVE, AND YOU GRANT TO US, THE EXCLUSIVE RIGHT TO ASSUME THE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND YOU AGREE TO COOPERATE FULLY WITH US IN ASSERTING ANY AVAILABLE DEFENSES.

‍14. Goods Not for Resale or Export

‍You agree to comply with all applicable laws and regulations, including those governing the export, re-export, and use of products. Unless expressly authorized in writing by Simply Bread, you represent and warrant that any products purchased through the Site are for your own personal or household use only and will not be resold, distributed, transferred, or exported in violation of these Terms or applicable law.

We reserve the right to refuse, limit, or cancel any order that we believe, in our sole discretion, is intended for resale, distribution, or export without authorization, or that may violate applicable laws or regulations.

‍15. Governing Law and Jurisdiction

‍All matters arising out of or relating to these Terms, the Site, or any transaction conducted through the Site are governed by and construed in accordance with the internal laws of the State of California, without giving effect to any choice or conflict of law provision or rule (whether of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of California.

‍16. Dispute Resolution and Binding Arbitration

‍(a) Agreement to Arbitrate. YOU AND SIMPLY BREAD AGREE THAT ANY DISPUTE, CLAIM, OR CONTROVERSY (WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, AND WHETHER PRE-EXISTING, PRESENT, OR FUTURE) ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, YOUR USE OF THE SITE, OR ANY PURCHASE OR ATTEMPTED PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY THROUGH BINDING ARBITRATION, RATHER THAN IN COURT. YOU UNDERSTAND THAT BY AGREEING TO ARBITRATION, YOU ARE GIVING UP THE RIGHT TO SUE IN COURT, HAVE A JURY TRIAL, OR PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION.

(b) Arbitration Procedures. The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect, except as modified by these Terms. The Federal Arbitration Act (“FAA”) governs the interpretation and enforcement of this arbitration agreement. Arbitration hearings will be conducted in Orange County, California (or another mutually agreed location). The arbitrator will have exclusive authority to resolve all issues, including disputes over the scope, enforceability, and arbitrability of this provision. Each party will bear its own attorneys’ fees and costs, unless otherwise required by applicable law or by the arbitrator’s award.

(c) Individual Arbitration Only. YOU AND SIMPLY BREAD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON OR PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS ACTION. If this class action waiver is found to be unenforceable, any putative class claims shall be resolved exclusively in a court of competent jurisdiction and not in arbitration.

(d) Exceptions. Nothing in this Section prevents either party from seeking relief in a small-claims court for disputes within that court’s jurisdiction or from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, confidential information, or proprietary interests.

(e) Severability. If any portion of this arbitration agreement is found to be unenforceable, that portion shall be severed, and the remaining provisions shall remain in full force and effect.

‍17. Assignment

‍You may not assign, transfer, or delegate any of your rights or obligations under these Terms without our prior written consent, except to the extent that such rights pass to another person by operation of law (for example, in connection with a lawful transfer of ownership of a product). Any assignment in violation of this section is void. We may assign or transfer our rights and obligations under these Terms, in whole or in part, without restriction, including to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets. Any permitted assignment by you will not relieve you of your obligations under these Terms.

‍18. No Waivers

‍Our failure or delay in exercising any right, power, or remedy under these Terms will not operate as a waiver of that right, power, or remedy. Any waiver of any provision of these Terms must be in writing and signed by a duly authorized representative of Simply Bread.

‍19. No Third-Party Beneficiaries

‍These Terms are for the sole benefit of you and Simply Bread and do not, and are not intended to, confer any rights or remedies on any other person or entity, except as expressly provided in these Terms or as required by applicable law.

‍20. Notices

‍(a) To You. We may provide any notice or other communication to you under these Terms by (i) sending an email to the address you provided to us, or (ii) posting such notice on the Site. Notices sent by email will be deemed delivered and effective when the email is sent, regardless of whether you open or read it. Notices posted on the Site will be deemed delivered and effective upon posting. It is your responsibility to ensure that the email address associated with your account is accurate and current.

(b) To Us. To give us notice under these Terms, you must contact us by (i) email at support@simply-bread.co, or (ii) personal delivery, overnight courier, or registered or certified mail (return receipt requested) to:

Simply Bread Co.
5151 California Ave., Suite 100
Irvine, CA 92716 

We may update our contact information by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one (1) business day after being sent. Notices provided by registered or certified mail will be effective three (3) business days after being sent.

‍21. Severability

‍If any provision of these Terms is determined to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision will be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will continue in full force and effect.

‍22. Entire Agreement

‍These Terms, together with our Privacy Policy, any order confirmation, any applicable product warranty, and any other policy or agreement expressly incorporated by reference, constitute the entire agreement between you and Simply Bread with respect to your use of the Site and the purchase of products and services from us. They supersede all prior or contemporaneous communications, understandings, and agreements, whether oral, written, or electronic, between you and Simply Bread regarding the subject matter hereof. No oral statements, marketing materials, or other communications not expressly incorporated into these Terms will create any additional obligations or warranties on the part of Simply Bread.