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Terms and Conditions


This agreement (the “Agreement”) sets forth the terms and conditions that apply to the purchase of products and/or services (the “Product(s)”) from M&B Squared also known as Sweet Prima. Sweet Prima reserves the right to change the Agreement without prior written notice at any time, at Sweet Prima’s sole discretion.

The terms “you” and “your” refer to the purchaser of Products using the www.SweetPrima.com website (the “Website”).

By using the Website to make online purchases of products, you agree to be bound by and accept the terms and conditions set forth in the Agreement, and you represent that you are of legal age to enter into the Agreement and become bound by its terms. The Agreement contains important information about your rights and obligations, as well as limitations and exclusions that may apply to you.

Except as expressly provided for in the Agreement, Sweet Prima does not make or give any representation or warranty with respect to the Products you may purchase from the Website and Sweet Prima’s liability is limited.

CONSENT TO USE OF ELECTRONIC DOCUMENTS

You hereby consent to the exchange of information and documents between you and Sweet Prima over the Internet or by e-mail, and that the Agreement (together with any applicable Order Confirmation(s) accepted by Sweet Prima as indicated in Section 3, below) in electronic form shall be the equivalent of an original written paper agreement between you and Sweet Prima. You further agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

OTHER DOCUMENTS, AGREEMENTS AND POLICIES

Your use of the Website is governed by separate Terms and Conditions of Use and by our Privacy Policy (the “Other Policies”). You acknowledge that you have read the Other Policies and agree to be bound by and accept the terms and conditions set forth therein. Notwithstanding the foregoing, the provisions of the Agreement shall supersede and take precedence over the provisions of the Other Policies; in the event of any inconsistency between the provisions of the Agreement and those of the Other Policies, the provisions of the Agreement shall govern. Certain additional terms and conditions may apply to purchases of Products and other uses of portions of the Website.

ORDER CONFIRMATION

Before submitting an order for the purchase of Products using the Website, you will be shown an order confirmation screen (the “Order Confirmation”) describing, among other things, the Product(s) to be ordered, the purchase price and any applicable charges for shipping, duties (if applicable) and taxes. When you submit your order, such order will constitute an offer from you to Sweet Prima to purchase the Product(s) described in the Order Confirmation, for the price and subject to the other charges, terms and conditions set out in the Order Confirmation. Orders are not binding on Sweet Prima until accepted by Sweet Prima. Sweet Prima’s acceptance of your order is evidenced by (i) return e-mail from Sweet Prima indicating that your order has been accepted; and (ii) the actual shipment of the Products by Sweet Prima to you.

CANCELLATION

Sweet Prima reserves the right, in its discretion, to limit quantities, terminate accounts and to refuse or cancel any order, including after the order has been submitted, whether or not the order has been confirmed and your credit card charged. In the event that your order is cancelled after your payment has been processed, Sweet Prima will issue a full refund.

PRICE

All prices quoted are payable in US Dollars for purchases made on the US online store. Although Sweet Prima strives to provide accurate product and pricing information, errors may occur. Sweet Prima reserves the right to correct any errors in pricing or product information and to modify the prices of Products, at any time, without prior notice. Sweet Prima cannot confirm the price of a Product until after you submit an order for the Product. Without limiting the generality of Section 4 above, in the event that the price or related information for a Product (as described on the Website and/or the Order Confirmation) is incorrect due to an error in pricing or product information, Sweet Prima may, at its sole discretion, refuse or cancel your order, whether before or after Sweet Prima’s acceptance thereof. If there is such an error in pricing, Sweet Prima will cancel your order and reverse any charges that have been applied, then contact you to ask you to place a new order for the Product at the correct price.

PRICE INFORMATION PROVIDED ON THE WEBSITE IS SUBJECT TO CHANGE WITHOUT NOTICE. ALL PRICES QUOTED ARE IN US DOLLARS.

PAYMENT TERMS

Terms of payment shall be determined at Sweet Prima’s sole discretion. Payment shall be made by credit card unless some other pre-arranged method of payment has been accepted by Sweet Prima. Any payments made by credit card are subject to the approval of the financial institution that has issued your credit card.

PRODUCT INFORMATION AND AVAILABILITY

The availability of certain Products may be limited, and Products may not be available for immediate delivery. Sweet Prima may revise or cease to make available any Products at any time without prior notice. In the event that Sweet Prima is unable to deliver to you a Product ordered due to lack of availability, Sweet Prima will notify you via e-mail and your order will be automatically cancelled with respect to such unavailable Product, provided that Sweet Prima may, in its sole discretion, contact you in order to give you the option to maintain your order subject to a revised delivery time if and when the Product becomes available.

Sweet Prima attempts to be as accurate as possible in describing all Products available for sale and/or distribution by Sweet Prima. However, Sweet Prima does not warrant that Product descriptions or other content of the Website are always accurate, complete, reliable, current or error-free.

THE PRODUCTS AVAILABLE FOR SALE AND/OR DISTRIBUTION BY SWEET PRIMA ARE AVAILABLE ONLY IN THE U.S.A. AND THIS ONLINE STORE IS DIRECTED ONLY AT CUSTOMERS AND PROSPECTIVE CUSTOMERS IN THE U.S.A.

SHIPPING AND TAXES

Sweet Prima will ship the Product(s) ordered by you according to the delivery method you have chosen and to the address indicated in the Order Confirmation. Delivery times provided by Sweet Prima are estimates only. Sweet Prima shall not be responsible for any damages or costs resulting from any delays in delivery.

Unless otherwise stated, all prices showing on the Website do not include shipping and handling charges and, when applicable, federal and provincial sales taxes. Separate charges for shipping, handling and taxes will be shown on the Order Confirmation for each Order, as applicable.

OWNERSHIP AND RISK OF LOSS

All Product(s) purchased from Sweet Prima are delivered to you by a third party delivery company, pursuant to a shipping contract. You shall become the owner of the Product(s) and shall assume the risks of loss at the time of remittance by Sweet Prima of the Product(s) to the third party delivery company. Any claim by you for a failed delivery shall be made by you directly with the shipping company (ex: Fedex) and we will try and assist you in expediting the claim.

RETURNS

All Product returns are subject to Sweet Prima’s Return Policy, the terms of which are incorporated herein by reference. Some restrictions may apply.

EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY

EXCEPT AS EXPRESSLY PROVIDED FOR IN THE AGREEMENT, SWEET PRIMA DOES NOT MAKE OR GIVE ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES AS TO UNINTERRUPTED OR ERROR FREE TRANSACTIONS, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, DURABILITY, SUITABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSES, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.

IN NO EVENT WILL SWEET PRIMA BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO, ANY LOST PROFITS, LOST SAVINGS, LOSS OF USE OR LACK OF AVAILABILITY OF FACILITIES INCLUDING COMPUTER RESOURCES, ROUTERS AND STORED DATA, PUNITIVE, EXEMPLARY, AGGRAVATED OR ECONOMIC DAMAGES, ARISING OUT OF THE PRODUCTS PROVIDED BY SWEET PRIMA OR OTHERWISE RELATED TO THE AGREEMENT OR THE TRANSACTIONS CONDUCTED ON OR FROM THE WWW.SWEETPRIMA.COM WEBSITE, EVEN IF SWEET PRIMA OR ANY OF THEIR LAWFUL AGENTS, CONTRACTORS, EMPLOYEES OR MANDATARIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. IN NO CASE WILL SWEET PRIMA’S TOTAL LIABILITY ARISING UNDER ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, NEGLIGENCE, GROSS NEGLIGENCE OR OTHERWISE) BE FOR MORE THAN THE AMOUNT PAID BY YOU FOR THE SPECIFIC PRODUCTS ORDERED UNDER THE AGREEMENT AND TO WHICH THE CLAIM RELATES. IN NO EVENT WILL SWEET PRIMA BE LIABLE TO YOU FOR DAMAGES OR LOSSES RESULTING FROM VIRUSES, DATA CORRUPTION, FAILED MESSAGES, DAMAGES ARISING AS A RESULT OF: TRANSMISSION ERRORS OR PROBLEMS, TELECOMMUNICATIONS SERVICE PROVIDERS, SWEET PRIMA’S CONTRACTORS, THE INTERNET BACKBONE, THIRD-PARTY SUPPLIERS OF PRODUCTS OR SERVICES, DAMAGES OR LOSSES CAUSED BY YOU, OR YOUR RESPECTIVE EMPLOYEES, AGENTS, MANDATARIES OR SUBCONTRACTORS, OR OTHER EVENTS BEYOND THE REASONABLE CONTROL OF SWEET PRIMA.

CERTAIN FEDERAL OR PROVINCIAL LAWS, AS APPLICABLE, MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

For the purposes of this section, “Sweet Prima” shall include Sweet Prima’s affiliates and Sweet Prima’s and its affiliates’ respective directors, officers, employees, agents, mandataries and contractors.

This section shall survive the termination or expiry of the Agreement.

GOVERNING LAW AND JURISDICTION

The Website is controlled and operated by Sweet Prima from Montreal, Province of Quebec, Canada. The Agreement shall be construed and interpreted in accordance with the laws of the Province of Quebec and the laws of Canada applicable therein and shall be treated in all respects as a Quebec contract, without reference to principles of conflict of law. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

DISPUTE RESOLUTION

You acknowledge and agree that any dispute that may arise between you and Sweet Prima in respect to the Agreement and the transactions contemplated herein shall be resolved by the provincial and federal courts and tribunals sitting in the province of Quebec and you hereby irrevocably submit and attorn to the personal and exclusive jurisdiction and venue of these courts.

EXPORT

Products sold or delivered under the Agreement shall be subject to the export control laws and regulations of the United States of America. You agree to comply at all times with all such laws and regulations. You will defend, indemnify and hold Sweet Prima harmless against all claims, damages or liability resulting from breach of the foregoing.

It is expressly agreed between the parties hereto that the purchase of products with the intent of commercially exporting them is strictly prohibited.

HEADINGS

The headings of the Agreement are inserted for convenience of reference only and do not affect the construction or interpretation of the Agreement.

NO ASSIGNMENT

You may not assign your rights or obligations under the Agreement without the express written consent of Sweet Prima.

SUCCESSORS AND ASSIGNS

The Agreement shall inure to the benefit of and be binding upon each of the parties hereto and their respective successors and permitted assigns.

SEVERABILITY

The provisions of the Agreement shall be deemed severable. In the event that any provision of the Agreement is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

ENTIRE AGREEMENT

The Agreement, together with all other agreements, terms or conditions incorporated or referred to herein constitute the entire agreement between you and Sweet Prima relating to the subject matter hereof, the use of the Website and any transactions conducted on or from the Website, and supersede any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter hereof, and may not be amended or modified except in writing, or by Sweet Prima making such amendments or modifications available to it pursuant to the Agreement.

NO WAIVER

The failure of Sweet Prima to enforce any provision of the Agreement or to respond to a breach by you or any third party of the Agreement shall not in any way waive the right of Sweet Prima to subsequently enforce any of the terms and conditions contained herein or to act with respect to similar breaches.

TERMINATION

Sweet Prima reserves the right, at its sole discretion, to terminate your access to all or any part of the Website, with or without notice.

PRICE ADJUSTMENT CLAUSE

Sweet Prima offers a one (1) time price adjustment if an item is marked down within seven (7) days of the purchase date and your request is made in this period. This excludes items purchased in following conditions: FINAL SALE/Flash Sale or with a Promotional/ Discount Code. To obtain a price adjustment on a purchase made through www.SweetPrima.com, please contact us at 1-866-973-5287 or via e-mail at shop@SweetPrima.com and reference your order number and item that requires the adjustment. If approved, a refund of the difference will be issued in the original form of payment in three (3) business days.

TERMS AND CONDITIONS OF USE

This agreement (the “Agreement”) governs your access to and use of the website www.SweetPrima.com (the “Website”). The Website shall be used for personal non-commercial use and information only. By using the Website, you agree to comply with and be bound by the Agreement. If you do not agree with the terms and conditions of the Agreement, please do not use the Website.

GENERAL

The Website is the property of M&B Squared, LLC a US company incorporated in Texas. The Website is operated by M&B Squared, LLC, also known as Sweet Prima. Sweet Prima reserves the right to change the terms and conditions of the Agreement without prior written notice at any time, at Sweet Prima’s sole discretion.

OTHER SITE POLICIES

Your use and purchase of products on the Website is governed by the Terms and Conditions of Sale and by the Privacy Policy (the “Other Policies”). You acknowledge that you have read the Other Policies and agree to be bound by and accept the terms and conditions set forth therein.

The Other Policies are incorporated in the Agreement by reference and, therefore, apply to your access to, use of and purchase of products from the Website. If you do not agree to the Other Policies, please do not use the Website.

OUR ACCOUNT

If you use the Website, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. The Website is directed for use by adults. Those under the age of majority should not use the Website. If you are under the age of majority in the jurisdiction in which you reside, your parent or guardian should use the Website on your behalf and you should not use the Website on your own or provide any personal information to Sweet Prima. Sweet Prima does not knowingly collect information from minors. Sweet Prima and its affiliates reserve the right to refuse service, terminate accounts or cancel orders at their sole discretion.

PRIVACY

We recommend that you read our Privacy Policy, which explains our online privacy practices. Your continued use of the Website implies that you acknowledge that you have read our Privacy Policy and agree to be bound by and accept its terms and conditions. You consent to the use of your personal information by Sweet Prima in accordance with the terms of and for the purposes set forth in our Privacy Policy, as same as amended from time to time.

LICENSE AND SITE ACCESS

The viewing, printing or downloading of any graphic, form, document or other content from the Website grants you only a limited, nonexclusive and nontransferable license for use solely by you for your own personal use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any graphic, form, document or other content may be reproduced in any form or incorporated into any information system, electronic or mechanical, other than for your personal use (but not for resale or redistribution).

This license does not include any resale of the Website or its contents; any collection of price listings, descriptions of prices; any other derivative use of the Website or its contents; any downloading or copying of information for the benefit of any merchant; or any use of data mining, robots, or similar data gathering and extraction tools. You may not frame or utilize framing techniques to enclose any trademark, logo or other proprietary information, including but not limited to, images, text, page layout or form of Sweet Prima or its affiliates without express written consent. You may not use any meta tags or any other “hidden text” utilizing Sweet Prima’s name or trademarks without the express written consent of Sweet Prima. Any unauthorized use of the Website and its content terminates the license granted by Sweet Prima.

USER’S SUBMISSIONS

You represent and warrant that any review, comment, suggestion, idea, image, content or other material (collectively, the “Material”) you submit to Sweet Prima is legal and does not violate any right of any third party, including privacy and intellectual property rights.

By disclosing, submitting or offering any Material to Sweet Prima, you grant a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative work from, distribute, display such Material throughout the world in any media.

You are and shall remain solely responsible for any Material you disclose, submit or offer to Sweet Prima.

COPYRIGHT

All content on the Website, including but not limited to works, images, pictures, dialogues, music, sounds, videos, documents, drawings, figures, logos, menus, web pages, graphics, colors, schemes, tools, fonts, designs, diagrams, layouts, methods, processes, functions and software (collectively, the “Content”), is the property of Sweet Prima or its content suppliers and is protected by national and international copyright and other intellectual property laws. You may not reproduce, publish, distribute, display, modify, create derivative work from, or exploit in any way, in whole or in part, the Content without the prior express written consent of Sweet Prima or its content suppliers, as the case may be.

Sweet Prima and its content suppliers shall have the exclusive right to authorize or prohibit in their sole discretion any reproduction, publication, distribution, display, modification, creation of derivative work from, or exploitation in any way of, in whole or in part, the Content. Sweet Prima and its content suppliers shall have the right, at any time, to claim the authorship of any Content posted on the Website and to object to any use, distortion or other modification of such Content.

Any reproduction, publication, distribution, display, modification, creation of derivative work from, or exploitation in any way of the Content expressly authorized in writing by Sweet Prima or its content suppliers shall be carried out by you for lawful purposes only and in compliance with all applicable laws. Nothing in the Website is to be interpreted as conferring a right to use the Content or the material protected by the Copyright Act.

COPYRIGHT COMPLAINTS

We respect the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please contact Sweet Prima immediately.

Sweet Prima’s copyright agent for notice of claims of copyright infringement can be reached at brittany.white@SweetPrima.com.

LINKS TO THIRD PARTY WEBSITES

The Website may provide hyperlinks to third party websites (the “Third Party Website”). Sweet Prima does not operate, control, endorse or guarantee any Third Party Website. You agree that Sweet Prima is not responsible for any content, services and/or products provided by any Third Party Website. When you access any Third Party Website through a hyperlink posted on the Website, please carefully read the conditions of use policy and other policies of such Third Party Website. The Agreement and other policies do not apply to any Third Party Website.

Sweet Prima provides hyperlinks to Third Party Websites only for the convenience of its users. By providing hyperlinks to Third Party Websites, Sweet Prima does not recommend that its users access such Third Party Websites. YOU AGREE THAT YOUR USE OF ANY THIRD PARTY WEBSITE IS AT YOUR SOLE RISK AND WITHOUT WARRANTIES OF ANY KIND BY SWEET PRIMA, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NONINFRINGEMENT. UNDER NO CIRCUMSTANCES IS SWEET PRIMA LIABLE FOR DAMAGES ARISING FROM ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY WEBSITE OR FOR ANY INFORMATION APPEARING ON THIRD PARTY WEBSITES.

LINKS TO THE WEBSITE

Please contact Sweet Prima by e-mail at brittany.white@SweetPrima.com if you are interested in linking a website to the Website. You must obtain Sweet Prima’s express written consent prior to linking any website to the Website.

DISCLAIMERS AND LIMITATION OF LIABILITY

SWEET PRIMA MAKES NO REPRESENTATION OR WARRANTY REGARDING THE FUNCTIONALITY, THE GOOD WORKING ORDER OR CONDITION OF THE WEBSITE, ITS SUITABILITY FOR USE, OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR-FREE. THE WEBSITE IS PROVIDED BY SWEET PRIMA ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, SWEET PRIMA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGMENT. WITHOUT LIMITING THE FOREGOING, SWEET PRIMA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE OR THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS INCLUDED ON THE WEBSITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. SWEET PRIMA DOES NOT WARRANT THAT THE WEBSITE, ITS SERVERS OR E-MAIL SENT FROM THE WEBSITE OR SWEET PRIMA ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SWEET PRIMA DOES NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED AND SECURE ACCESS TO THE WEBSITE. YOU UNDERSTAND THAT THE OPERATION OF THE WEBSITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE THE CONTROL OF SWEET PRIMA. SWEET PRIMA SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN PROVINCIAL, STATE AND FEDERAL LAWS, AS THE CASE MAY BE, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

YOU WILL BE SOLELY RESPONSIBLE FOR ALL DAMAGES AND OTHER HARM RESULTING FROM YOUR USE OF THE WEBSITE AND ITS CONTENT. SWEET PRIMA SHALL NOT BE DEEMED LIABLE FOR ANY USE OF THE WEBSITE AND ITS CONTENT MADE BY YOU IN VIOLATION OF ANY APPLICABLE LAWS AND REGULATIONS AND THIS AGREEMENT.

INDEMNIFICATION

You agree to indemnify, defend and hold Sweet Prima harmless from any liability, loss, claim and expense, including reasonable attorneys’ fees, arising from or related to your use of the Website and/or your breach of the Agreement.

MODIFICATION

Sweet Prima reserves the right in its sole discretion to make changes to the Agreement at any time and without specific notice to you. By using the Website after any such change, you agree to comply with and be bound by the Agreement as changed. If you do not agree to the Agreement as it may be changed from time to time, please do not use the Website. You should access this page periodically to review the most recent version of the Agreement. Sweet Prima reserves the right in its sole discretion to edit, delete or otherwise modify any documents, information or other content appearing on the Website.

COOKIES

We may use “cookies” or enlist third party services which use cookies to track your preferences and activities on the Website. Cookies are small data files transferred to your computer’s hard-drive by a website. They keep a record of your preferences making your subsequent visits to the site more efficient. Cookies may store a variety of information, including, the number of times that you access a site, your registration information and the number of times that you view a particular page or other item on the site. The use of cookies is a common practice adopted by most major sites to better serve their clients. Most browsers are designed to accept cookies, but they can be easily modified to block cookies; see your browser’s help files for details on how to block cookies, how to know when you have received cookies and how to disable cookies completely. You should note, however, that without cookies, some of the Website’s functions will not available, and the user will lose some of the benefits of the site.

DISPUTE RESOLUTION

You acknowledge and agree that any dispute that may arise between you and Sweet Prima in respect to the Agreement and the transactions contemplated herein shall be resolved by the provincial and federal courts and tribunals sitting in the province of Quebec and you hereby irrevocably submit and attorn to the personal and exclusive jurisdiction and venue of these courts.

GOVERNING LAW AND JURISDICTION

The Website is controlled and operated by Sweet Prima from Chicago, IL. The Agreement shall be construed and interpreted in accordance with the laws of the State of Illinois and the laws of United States applicable therein and shall be treated in all respects as an Illinois contract, without reference to principles of conflict of law.

NO ASSIGNMENT

You may not assign your rights or obligations under the Agreement without the express written consent of Sweet Prima.

SUCCESSORS AND ASSIGNS

The Agreement shall inure to the benefit of and be binding upon each of the parties hereto and their respective successors and permitted assigns.

SEVERABILITY

The provisions of the Agreement shall be deemed severable. In the event that any provision of the Agreement is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

ENTIRE AGREEMENT

The Agreement, together with all other agreements, terms or conditions incorporated or referred to herein constitute the entire agreement between you and Sweet Prima relating to the subject matter hereof, the use of the Website and any transactions conducted on or from the Website, and supersede any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter hereof, and may not be amended or modified except in writing, or by Sweet Prima making such amendments or modifications available to it pursuant to the Agreement.

HEADINGS

The headings of the Agreement are inserted for convenience of reference only and do not affect the construction or interpretation of the Agreement.

NO WAIVER

The failure of Sweet Prima to enforce any provision of the Agreement or to respond to a breach by you or any third party of the Agreement shall not in any way waive the right of Sweet Prima to subsequently enforce any of the terms and conditions contained herein or to act with respect to similar breaches.

TERMINATION

Sweet Prima reserves the right, at its sole discretion, to terminate your access to all or any part of the Website, with or without notice.

CONTACT INFORMATION

If you have any question regarding the Agreement, please contact Sweet Prima at brittany.white@SweetPrima.com.

 SMS/MMS MOBILE MESSAGE MARKETING PROGRAM TERMS AND CONDITIONS

Sweet Prima (hereinafter, “We,” “Us,” “Our”) is offering a mobile messaging program (the “Program”), which you agree to use and participate in subject to these Mobile Messaging Terms and Conditions and Privacy Policy (the “Agreement”). By opting in to or participating in any of our Programs, you accept and agree to these terms and conditions, including, without limitation, your agreement to resolve any disputes with us through binding, individual-only arbitration, as detailed in the “Dispute Resolution” section below. This Agreement is limited to the Program and is not intended to modify other Terms and Conditions or Privacy Policy that may govern the relationship between you and Us in other contexts.

User Opt In: The Program allows Users to receive SMS/MMS mobile messages by affirmatively opting into the Program, such as through online or application-based enrollment forms. Regardless of the opt-in method you utilized to join the Program, you agree that this Agreement applies to your participation in the Program. By participating in the Program, you agree to receive autodialed or prerecorded marketing mobile messages at the phone number associated with your opt-in, and you understand that consent is not required to make any purchase from Us. While you consent to receive messages sent using an autodialer, the foregoing shall not be interpreted to suggest or imply that any or all of Our mobile messages are sent using an automatic telephone dialing system (“ATDS” or “autodialer”). Message and data rates may apply.

User Opt Out: If you do not wish to continue participating in the Program or no longer agree to this Agreement, you agree to reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any mobile message from Us in order to opt out of the Program. You may receive an additional mobile message confirming your decision to opt out. You understand and agree that the foregoing options are the only reasonable methods of opting out. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than those set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out.

Duty to Notify and Indemnify: If at any time you intend to stop using the mobile telephone number that has been used to subscribe to the Program, including canceling your service plan or selling or transferring the phone number to another party, you agree that you will complete the User Opt Out process set forth above prior to ending your use of the mobile telephone number. You understand and agree that your agreement to do so is a material part of these terms and conditions. You further agree that, if you discontinue the use of your mobile telephone number without notifying Us of such change, you agree that you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by Us, or any party that assists in the delivery of the mobile messages, as a result of claims brought by individual(s) who are later assigned that mobile telephone number. This duty and agreement shall survive any cancellation or termination of your agreement to participate in any of our Programs.

YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND, AND HOLD US HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, et seq., OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED.

Program Description: Without limiting the scope of the Program, users that opt into the Program can expect to receive messages concerning the marketing and sale of digital and physical products, services, and events.

Cost and Frequency: Message and data rates may apply. The Program involves recurring mobile messages, and additional mobile messages may be sent periodically based on your interaction with Us.

Support Instructions: For support regarding the Program, text “HELP” to the number you received messages from or email us at brittany.white@sweetprima.com. Please note that the use of this email address is not an acceptable method of opting out of the program. Opt outs must be submitted in accordance with the procedures set forth above.

MMS Disclosure: The Program will send SMS TMs (terminating messages) if your mobile device does not support MMS messaging.

Our Disclaimer of Warranty: The Program is offered on an "as-is" basis and may not be available in all areas at all times and may not continue to work in the event of product, software, coverage or other changes made by your wireless carrier. We will not be liable for any delays or failures in the receipt of any mobile messages connected with this Program. Delivery of mobile messages is subject to effective transmission from your wireless service provider/network operator and is outside of Our control. T-Mobile is not liable for delayed or undelivered mobile messages.

Participant Requirements: You must have a wireless device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your phone capabilities for specific text messaging instructions.

Age Restriction: You may not use of engage with the Platform if you are under thirteen (13) years of age. If you use or engage with the Platform and are between the ages of thirteen (13) and eighteen (18) years of age, you must have your parent’s or legal guardian’s permission to do so. By using or engaging with the Platform, you acknowledge and agree that you are not under the age of thirteen (13) years, are between the ages of thirteen (13) and eighteen (18) and have your parent’s or legal guardian’s permission to use or engage with the Platform, or are of adult age in your jurisdiction. By using or engaging with the Platform, you also acknowledge and agree that you are permitted by your jurisdiction’s Applicable Law to use and/or engage with the Platform.

Prohibited Content: You acknowledge and agree to not send any prohibited content over the Platform. Prohibited content includes:

  • Any fraudulent, libelous, defamatory, scandalous, threatening, harassing, or stalking activity;
  • Objectionable content, including profanity, obscenity, lasciviousness, violence, bigotry, hatred, and discrimination on the basis of race, sex, religion, nationality, disability, sexual orientation, or age;
  • Pirated computer programs, viruses, worms, Trojan horses, or other harmful code;
  • Any product, service, or promotion that is unlawful where such product, service, or promotion thereof is received;
  • Any content that implicates and/or references personal health information that is protected by the Health Insurance Portability and Accountability Act (“HIPAA”) or the Health Information Technology for Economic and Clinical Health Act (“HITEC” Act); and
  • Any other content that is prohibited by Applicable Law in the jurisdiction from which the message is sent.

Dispute Resolution: In the event that there is a dispute, claim, or controversy between you and Us, or between you and Stodge, LLC d/b/a Postscript or any other third-party service provider acting on Our behalf to transmit the mobile messages within the scope of the Program, arising out of or relating to federal or state statutory claims, common law claims, this Agreement, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, such dispute, claim, or controversy will be, to the fullest extent permitted by law, determined by arbitration in Chicago, Illinois before one arbitrator.

The parties agree to submit the dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect. Except as otherwise provided herein, the arbitrator shall apply the substantive laws of the Federal Judicial Circuit in which Sweet Prima’s principle place of business is located, without regard to its conflict of laws rules. Within ten (10) calendar days after the arbitration demand is served upon a party, the parties must jointly select an arbitrator with at least five years’ experience in that capacity and who has knowledge of and experience with the subject matter of the dispute. If the parties do not agree on an arbitrator within ten (10) calendar days, a party may petition the AAA to appoint an arbitrator, who must satisfy the same experience requirement. In the event of a dispute, the arbitrator shall decide the enforceability and interpretation of this arbitration agreement in accordance with the Federal Arbitration Act (“FAA”). The parties also agree that the AAA’s rules governing Emergency Measures of Protection shall apply in lieu of seeking emergency injunctive relief from a court. The decision of the arbitrator shall be final and binding, and no party shall have rights of appeal except for those provided in section 10 of the FAA. Each party shall bear its share of the fees paid for the arbitrator and the administration of the arbitration; however, the arbitrator shall have the power to order one party to pay all or any portion of such fees as part of a well-reasoned decision. The parties agree that the arbitrator shall have the authority to award attorneys’ fees only to the extent expressly authorized by statute or contract. The arbitrator shall have no authority to award punitive damages and each party hereby waives any right to seek or recover punitive damages with respect to any dispute resolved by arbitration. The parties agree to arbitrate solely on an individual basis, and this agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. If any term or provision of this Section is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Section or invalidate or render unenforceable such term or provision in any other jurisdiction. If for any reason a dispute proceeds in court rather than in arbitration, the parties hereby waive any right to a jury trial. This arbitration provision shall survive any cancellation or termination of your agreement to participate in any of our Programs.

Miscellaneous: You warrant and represent to Us that you have all necessary rights, power, and authority to agree to these Terms and perform your obligations hereunder, and nothing contained in this Agreement or in the performance of such obligations will place you in breach of any other contract or obligation. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any new features, changes, updates or improvements of the Program shall be subject to this Agreement unless explicitly stated otherwise in writing. We reserve the right to change this Agreement from time to time. Any updates to this Agreement shall be communicated to you. You acknowledge your responsibility to review this Agreement from time to time and to be aware of any such changes. By continuing to participate in the Program after any such changes, you accept this Agreement, as modified.