Terms of Service

Welcome to Break & Co. and our Terms of Use (these “Terms”). These Terms are important and affect your legal rights, so please read them carefully. Note that Section 12 of these Terms contains a mandatory arbitration provision that requires the use of arbitration on an individual basis and limits the remedies available to you in the event of certain disputes.

 
By accessing or using the website provided by Break & Co. or our subsidiaries or other affiliates (collectively, “Break & Co.,” “we,” “us” or “our”) that link to these Terms, you agree to be bound by these Terms and all of the terms incorporated herein by reference, including our Privacy Policy. If you do not agree to these Terms, you may not access or use the Sites or order, receive or use our products made available through the Sites (collectively, the “Products”).
 
These Terms do not alter in any way the terms or conditions of any other agreement you may have with us in respect of any products, services or otherwise. If you are using the Sites on behalf of any person or entity, you represent and warrant that you are authorized to accept these Terms on such person or entity’s behalf and that such person or entity agrees to be responsible to us if you or such person or entity violates these Terms.
 
Break & Co. reserves the right to change or modify these Terms at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending an email notification, providing notice through the Sites or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Sites or order, receive or use Products, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review the Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Sites or order, receive or use the Products. If you do not agree to the revised Terms, you may not access or use the Sites or order, receive or use the Products.
 
1.      Privacy Policy
 
Please refer to our Privacy Policy for information about how we collect, use and disclose information about you.
 
2.      Eligibility
 
The Site is not targeted toward or intended for use by anyone under the age of 18. By using the Site, you represent and warrant that you (a) are 18 years of age or older, (b) are a legal resident of the United States, (c) have not been previously suspended or removed from the Site, or engaged in any activity that could result in suspension or removal from the Site, (d) do not have more than one Break & Co. account, and (e) have full power and authority to enter into these Terms and in so doing will not violate any other agreement to which you are a party.

We continually test new features, functionalities, services, user interfaces and products that we are considering incorporating into our Sites or Products. We reserve the right to include or exclude you from these tests without notice.
 
3.      Registration, Account and Communication Preferences
 
To access and use certain areas or features of the Site, you will need to register for a Break & Co. account. By creating an account, you agree to (a) provide accurate, current and complete account information, (b) maintain and promptly update, as necessary, your account information, (c) maintain the security of your account credentials, (d) be responsible for the acts or omissions of any third party who has authority to access or use the Sites on your behalf, and (e) immediately notify us if you discover or otherwise suspect any security breaches related to the Site or your account.
 
By creating a Break & Co. account, you also consent to receive electronic communications from Break & Co. (e.g., via email or by posting notices to the Sites). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.
 
4.      Terms of Sale
 
         4.1. Meal Subscriptions; Continuous Subscriptions; Cancellation Policy
 
         Meal Subscriptions. We offer subscription plans for our meals. If we change the prices or other charges associated with our various Meal Subscription plans, we will provide you with notice of such changes, such as by email or a notice posted on our Sites. The fees for the Meal Subscriptions can be found on your bill and may be subject to change in the future. Note that we do not currently deliver meals to every location, so please visit our order page to see if we deliver to your area.
 
         Continuous Subscriptions. WHEN YOU REGISTER FOR A MEAL SUBSCRIPTION, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT (A) BREAK & CO. (OR OUR THIRD-PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU ON A WEEKLY BASIS FOR YOUR MEAL SUBSCRIPTION (IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR MEAL SUBSCRIPTION CONTINUES, (B) THE AMOUNT YOU ARE CHARGED AND THE NUMBER OF MEALS YOU RECEIVE EACH WEEK MAY VARY DEPENDING ON THE PREFERENCES YOU SELECT, AND (C) YOUR MEAL SUBSCRIPTION IS CONTINUOUS UNTIL YOU CANCEL IT OR WE SUSPEND OR STOP PROVIDING ACCESS TO THE SITES OR PRODUCTS IN ACCORDANCE WITH THESE TERMS.  YOU MAY SKIP YOUR WEEKLY MEAL ORDER AS OFTEN AS YOU'D LIKE BY MANAGING YOUR DELIVERY SCHEDULE LOCATED ON YOUR UPCOMING PAGE.  
 
         Cancellation Policy.  YOU MAY CANCEL YOUR MEAL SUBSCRIPTION AT ANY TIME BY CONTACTING US. ANY ORDER IDENTIFIED AS “ORDER PROCESSED”  ON YOUR UPCOMING PAGE, HAS BEEN PROCESSED AND CANNOT BE CANCELLED.  YOU WILL BE RESPONSIBLE FOR ALL CHARGES (INCLUDING ANY APPLICABLE TAXES AND OTHER CHARGES) INCURRED WITH RESPECT TO ANY MEAL ORDER PROCESSED PRIOR TO THE CANCELLATION OF YOUR MEAL SUBSCRIPTION.
 
         In the event you cancel your Meal Subscription, please note that we may still send you promotional communications about Break & Co., unless you opt out of receiving those communications by following the unsubscribe instructions provided therein.
 
         4.2. Payment and Billing Information
 
         By providing a credit card or other payment method that we accept, you represent and warrant that you are authorized to use the designated payment method and that you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your subscription or other purchase (including any applicable taxes and other charges) (collectively, as applicable, an “Order”). If the payment method cannot be verified, is invalid or is otherwise not acceptable, your Order may be suspended or cancelled. You must resolve any payment method problems before we proceed with your Order. If you want to change or update your payment method information, you can do so at any time by logging into your account. If a payment is not successfully settled and you do not edit your payment method information or cancel your Meal Subscription or account, you remain responsible for any uncollected amounts and authorize us to continue billing the payment method, as it may be updated.
 
         You acknowledge that the amount billed may vary due to promotional offers, preferences you select, changes you make to your Meal Subscription or changes in applicable taxes or other charges, and you authorize us (or our third party-payment processor) to charge your payment method for the corresponding amount.
 
         4.3. Pricing and Availability
 
         All prices are shown in U.S. dollars and applicable taxes and other charges, if any, are additional. We reserve the right to adjust prices as we may determine in our sole discretion, at any time and without notice; provided, however, that if we change the amounts or other charges associated with our various subscription plans, we will provide advance notice of such changes. We will not, however, be able to notify you of changes in any applicable taxes.
 
         All of our Products are subject to availability, and we reserve the right to impose quantity limits on any Order, to reject all or part of an Order, to discontinue offering certain Products and to substitute Products (including, but not limited to, specific meal ingredients or entire meals) without prior notice. We strive to provide you with high-quality Products, and given the perishable nature of certain Products and market conditions beyond our control, we may be required to make substitutions from time to time. If you are not satisfied with a substitution, please contact us at hello@breakco.nyc. 

         4.4. Taxes
 
         We will collect applicable sales tax on Meals delivered to you for which we determine we have a duty to collect sales tax. If an item is subject to sales tax, you agree that the amount of taxes shown at checkout may be adjusted. Several factors may cause this, such as variances between processor programs and changes in tax rates

         4.5. Deliveries
 
         You are responsible for inspecting all Products you receive from us for any damage or other issues upon delivery. In addition, you are solely responsible for determining the freshness of the Products you receive. In addition, pregnant women, young children, the elderly and individuals with compromised immune systems should follow the U.S. Food and Drug Administration’s recommendations on food consumption for at-risk groups.
 
         If you are not at home when your meal delivery arrives, the courier will generally leave the package for you at your door. Our meal ingredients are packaged with insulated liners and will typically remain fresh for several hours, but depending on the season and temperature in your geographic area at the time of delivery, advance planning by you should be made for immediate and proper storage of your meal prior to consumption. Any individual at the delivery address who accepts a delivery from us is presumed to be authorized to receive such delivery. In cases in which you have designated an alternative receiver, such person shall accept the delivery under all of the same terms and conditions that would apply had you accepted the delivery yourself.

         In the case of inclement weather or other events beyond our control that interfere with our ability to deliver your Order, we will attempt to deliver your Order as soon as reasonably possible. If timely delivery of your meal is not feasible, we will cancel your meal delivery for the period so affected and issue you a Credit or refund of the purchase price for that meal delivery.
 
         4.6. Returns, Replacements, Refunds, and Credits
 
          If you are dissatisfied with a meal or for any reason, please contact us at hello@breakco.nyc. Depending on the circumstances, we may, in our sole discretion, replace the meal at our expense, provide you a full or partial refund of the purchase price for that meal, or provide you with Credits for that meal that will automatically be applied to future deliveries under your Meal Subscription.

          In certain circumstances, such as if we want to thank you for your patience with a delayed delivery or to address another customer service issue, we may provide you customer experience credits of promotional value that will be automatically applied to your next eligible Order under your Meal Subscription, as applicable (“Credits”). Credits are promotional in nature, are not transferable, and are not redeemable for cash or other property.

          Credits only remain available if you maintain both a valid Blue Apron account and an active Meal Subscription. That means that if you cancel your Meal Subscription any outstanding Credits associated with your cancelled subscription will immediately expire. You may only redeem Credits after they are applied to your Break & Co. account. If for some reason you believe that there is a discrepancy regarding your Credit balance, please contact us at hello@breakco.nyc for Meal Subscription-related Credit inquiries. All decisions regarding your Credit balance will be determined in our sole discretion and are final.
 
5.      License to Access and Use Our Sites and Content
 
Unless otherwise indicated in writing by us, the Sites and all content and other materials contained therein, including, without limitation, the Break & Co. logo and all designs, text, graphics, pictures, information, data, software, sound files, User Content, other files and the selection and arrangement thereof (collectively, “Content”) are the proprietary property of Break & Co. or our licensors or users, as applicable, and are protected by U.S. and international copyright laws.
 
6.      Trademarks
 
“Break & Co.,” the Break & Co. logo and any service names, logos or slogans that may appear on the Sites or Products are trademarks of Break & Co. and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “Break & Co.” or any other name, trademark or Product or service name of Break & Co. without our prior written permission. In addition, the look and feel of the Sites and Products, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Break & Co. and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, Product names and company names or logos mentioned on the Sites or Products are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any Products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Break & Co.

7.     Feedback
 
Separate and apart from User Content, you can submit questions, comments, suggestions, ideas, original or creative materials or other information about Break & Co., the Sites or the Products (collectively, “Feedback”). Feedback is nonconfidential and shall become the sole property of Break & Co. Break & Co. shall own exclusive rights, including, without limitation, all intellectual property rights, in and to such Feedback and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
 
8.     Indemnification
 
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Break & Co., and our respective past, present and future employees, officers, directors, contractors, consultants, equityholders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Break & Co. Parties”), from and against all actual or alleged Break & Co.Party or third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses and costs of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) any use or misuse of the Sites, Content or Products by you or any third party you authorize to access or use such Sites, Content or Products, (b) any User Content you create, post, share or store on or through the Sites or our pages or feeds on third party social media platforms, (c) any Feedback you provide, (d) your violation of these Terms, and (e) your violation of the rights of another. You agree to promptly notify Break & Co. of any third party Claims, cooperate with the Break & Co. Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees and expenses, court costs, costs of settlement and costs of pursuing indemnification and insurance). You further agree that the Break & Co. Parties shall have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Break & Co.
 
9.     Disclaimers
 
YOU ARE SOLELY RESPONSIBLE FOR, AND ASSUME ALL RISKS RELATED TO, THE PROPER AND SAFE USE AND CONSUMPTION OF THE PRODUCTS YOU RECEIVE FROM US. YOU ARE ALSO SOLELY RESPONSIBLE FOR KNOWING ABOUT ANY FOOD ALLERGIES YOU MAY HAVE AND VERIFYING THE PRODUCTS AND THEIR CONTENTS BEFORE HANDLING, OR CONSUMING SUCH PRODUCTS. FURTHER, YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT WE STORE, PORTION AND PACKAGE PRODUCTS CONTAINING ALL EIGHT (8) MAJOR U.S. ALLERGENS (MILK, WHEAT, EGG, SOY, FISH, SHELLFISH, PEANUTS AND TREENUTS) AND CANNOT GUARANTEE THAT CROSS-CONTAMINATION WILL NOT OCCUR BETWEEN PRODUCTS.
 
WE ATTEMPT TO DISPLAY THE PRODUCTS AND OTHER MATERIALS AND INFORMATION YOU VIEW ON THE SITES, INCLUDING PRICING AND NUTRITIONAL INFORMATION, AS ACCURATELY AS POSSIBLE. HOWEVER, WE DO NOT GUARANTEE THE ACCURACY OF SUCH MATERIALS AND INFORMATION. IN THE EVENT OF AN ERROR ON OUR SITES, IN AN ORDER CONFIRMATION, IN PROCESSING OR DELIVERING AN ORDER OR OTHERWISE, WE RESERVE THE RIGHT TO CORRECT SUCH ERROR AND REVISE YOUR ORDER ACCORDINGLY OR TO CANCEL YOUR ORDER AND ISSUE YOU A REFUND. YOU FURTHER AGREE THAT YOUR ORDER MAY VARY FROM THE MEAL DISPLAYED ON THE SITES DUE TO A NUMBER OF FACTORS, INCLUDING, WITHOUT LIMITATION, SYSTEM CAPABILITIES AND CONSTRAINTS OF YOUR COMPUTER, MANUFACTURING PROCESS OR SUPPLY ISSUES, THE AVAILABILITY AND VARIABILITY OF PRODUCTS.
 
10.     Limitation of Liability; Release
 
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE BREAK & CO. PARTIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, INCOME OR PROFITS, LOSS OF USE OR DATA, LOSS OR DIMINUTION IN VALUE OF ASSETS OR SECURITIES, OR DAMAGES FOR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE ACCESS TO OR USE OF THE SITES OR CONTENT (INCLUDING, BUT NOT LIMITED TO, USER CONTENT, THIRD PARTY CONTENT AND LINKS TO THIRD PARTY SITES), OR THE ORDER, RECEIPT OF ANY PRODUCT, OR OTHERWISE RELATED TO THESE TERMS (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON ANY INFORMATION OBTAINED FROM ANY BREAK & CO. PARTY, OR FROM EVENTS BEYOND THE BREAK & CO. PARTIES’ REASONABLE CONTROL, SUCH AS SITE INTERRUPTIONS, DELETIONS OF FILES OR EMAILS, ERRORS OR OMISSIONS, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO THE BREAK & CO. PARTIES’ RECORDS, PROGRAMS OR SYSTEMS), REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, SIMPLE NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED) OR ANY OTHER LEGAL OR EQUITABLE THEORY (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE).

 
11.     Modifications to the Sites and Products
 
We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Sites (or any features or parts thereof) or the provision of the Products at any time.
 
12.     Dispute Resolution; Arbitration
 
         PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH BREAK & CO. AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
 
         12.1. Binding Arbitration
 
         Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) arising out of or related to a violation or Disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Break & Co. agree (a) to waive your and Break & Co’s respective rights to have any and all Disputes arising from or related to these Terms, or the Sites, Content or Products, resolved in a court, and (b) to waive your and Break & Co’s respective rights to a jury trial. Instead, you and Break & Co. agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
 
         12.2. No Class Arbitrations, Class Actions or Representative Actions
 
         You and Break & Co. agree that any Dispute arising out of or related to these Terms or the Sites, Content or Products is personal to you and Break & Co. and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Break & Co. agree that there will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Blue Apron agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.

 
13.     Governing Law and Venue
 
These Terms, your access to and use of the Sites and your order, receipt shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to conflict of law rules or principles (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any Dispute between the parties that is not subject to arbitration or cannot be heard in small claims court, shall be resolved in the state or federal courts of the State of New York and the United States, respectively, sitting in the State of New York, County of New York, Borough of Manhattan.
 
14.    Termination
 
Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Sites and to order, receive and use the Products, at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.

 
15.     Miscellaneous
 
These Terms constitute the entire agreement between you and Break & Co. relating to your access to and use of the Sites and your order, receipt and use of Products. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Break & Co. No waiver of any provision of these Terms will constitute a waiver of such provision in any prior, concurrent or subsequent circumstance, and Break & Co's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.