Terms of Service - Philz Coffee

You must be at least 18 years of age to access or use our Online Services. By using the Online Services, 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 Online Services, and (d) 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. If you are accessing or using our Online Services on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.

You may need to register for a Philz account (“My Philz Account”) to access some or all of our Online Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account. If you check out without creating a My Philz Account, you will still be required to provide an email address, which will be used to track your transactions.

By creating a My Philz Account or providing an email address, you also consent to receive electronic communications from Philz (e.g., via email or by posting notices to our Online Services). 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. If you create a My Philz Account using your email address, 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 or by contacting [email protected].

4.1 PRODUCTS AND PRICING

You may order Products through our Online Services. Note that we do not currently deliver Products, including deliveries under a Coffee Subscription (defined below), to every location. For more information about ordering our Products, please visit our website.

4.2 CONTINUOUS COFFEE SUBSCRIPTIONS; CANCELLATION POLICY

Coffee Subscriptions. We offer different subscription plans for our coffee products (each, a “Coffee Subscription”). For more information about our Coffee Subscriptions, please visit our Subscriptions page on our website.

Continuous Subscriptions. When you purchase a coffee subscription, you expressly acknowledge and agree that (a) Philz (or our third party payment processor) is authorized to charge you on a regular and ongoing basis for your coffee subscription (in addition to any applicable taxes and other charges) for as long as your coffee subscription continues, and (b) your coffee subscription is continuous until you cancel it or we suspend or stop providing access to our services or products in accordance with these terms. Delivery frequency and corresponding charges under your coffee subscription is determined by the subscription frequency you chose for your coffee subscription. You may skip coffee subscription deliveries as often as you'd like by managing your coffee subscription through the subscriptions tab of your My Philz account dashboard or by contacting us at [email protected] or at 415-635-2790.

Cancellation Policy. You may cancel your coffee subscription at any time by accessing the subscriptions tab of your My Philz account dashboard and updating the status of your subscription or by contacting [email protected] or calling 415-635-2790. Coffee subscriptions must be cancelled one (1) business day before that coffee subscription’s “next ship date” in order to avoid receiving and being charged for that delivery. Coffee subscription cancellations placed less than one (1) business day from that coffee subscription’s “next ship date” will not take effect until the following scheduled subscription delivery. You will be responsible for all charges (including any applicable taxes and other charges) incurred with respect to any coffee subscription order processed and delivered prior to the cancellation of your coffee subscription.

In the event you cancel your Coffee Subscription, please note that we may still send you promotional communications about Philz, unless you opt out of receiving those communications by following the unsubscribe instructions provided therein or updating your email preferences on your My Philz Account.

4.3 GIFT CARDS AND GIFT CERTIFICATES

You may purchase gift cards (“Gift Cards”) at Philz store locations, at Third-Party Branded Stores, or through our website and you may purchase electronic gift certificates (“eGift Certificates”) through our website. Gift Cards may only be used for purchases made at physical Philz store locations and Third-Party Branded Stores and eGift Certificates may only be used for purchases made through our website. By purchasing or redeeming a Philz Gift Card, you agree to our Philz Coffee Gift Card Program Terms and Conditions which are available at philzcoffee.com/gift-card-terms and hereby incorporated by reference. By purchasing or redeeming a Philz eGift Certificate, you agree to our Philz Coffee Gift Certificate Program Terms and Conditions which are available at philzcoffee.com/gift-certificate-terms and hereby incorporated by reference.

4.4 PAYMENT AND BILLING INFORMATION

By providing us with credit card information, you represent and warrant that you are authorized to use that credit card and that you authorize us (or our third party payment processor) to charge your credit card for the total amount of your Coffee Subscriptions or other Product orders from our Online Services, including any applicable taxes and other charges (each order, an “Order”). If the credit card cannot be verified, is invalid or is otherwise not acceptable, your Order may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your Order. You may change or update the payment information associated with your My Philz Account at any time either through your My Philz Account or by calling Customer Service at 415-635-2790.

You acknowledge that the amount billed may vary due to promotional offers, your shipping address, changes you make to your Coffee Subscription or changes in applicable taxes or other charges, and you authorize us (or our third party payment processor) to charge your credit card for the corresponding amount.

4.5 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 your Coffee Subscription, we will provide advance notice of such changes in accordance with Section 3. We will not, however, be able to notify you of changes in any applicable taxes. The shipment of a Coffee Subscription to you after we provide notice of changes to the amounts or other charges associated with your Coffee Subscription will confirm your acceptance of such changes, unless you cancel your Coffee Subscription(s) in accordance with the cancellation policies set forth in Sections 4.1 and 4.2, as applicable.

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 and to substitute Products without prior notice, including, but not limited to, Products that are part of a Coffee Subscription. If you are not satisfied with a substitution, please contact us at [email protected].

4.6 TAXES

We will collect applicable sales tax on Products, including, but not limited to, Coffee Subscription Deliveries, shipped to the states 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.

4.7 SHIPPING AND HANDLING

You agree to pay any shipping and handling charges shown at the time you make a purchase. We reserve the right to increase, decrease, add or eliminate shipping and handling charges from time to time, but we will provide notice of the charges applicable to you before you make your purchase, but, in the case of a Coffee Subscription shipment, we may be unable to provide advance notice of such shipping charge changes when they are made by our third-party couriers because generally, shipping is handled by a third party courier. When you purchase a Product from us, any shipping times shown on the Online Services are estimates only. Actual delivery dates may vary. All Products purchased from us are made pursuant to a shipment contract. This means that title to and the risk of loss of such Products passes to you upon our delivery of the Product to the third party courier.

4.8 RETURNS AND REFUNDS

If you are dissatisfied with a Product for any reason, including Products received as part of a Coffee Subscription, please contact us at [email protected]. If you are contacting us in regards to a refund for a purchase made through our mobile application, please contact us at [email protected]. We will consider returns and refunds within 30 days of purchase.

5.1 OVERVIEW

The Philz Rewards Program (“Program”) is a customer loyalty program offered by Philz Coffee through the Philz mobile application (“App”). By using the App and redeeming rewards or personalizing your experience, you agree to these Terms of Use as well as the Philz Terms of Use and Privacy Policy.

Philz reserves the right, at its sole discretion, to suspend or terminate any user account and/or access to the Philz Rewards Program at any time, with or without notice, if we believe you have violated these Terms of Use, engaged in fraudulent, abusive, or unlawful activity, or otherwise acted in a manner inconsistent with the intent of the Program. All decisions made by Philz regarding account status are final and binding.

5.2 ELIGIBILITY & PARTICIPATION

• The Program is available to all App users 18 years of age and older and is automatically included, no separate sign-up is required. Please refer to our Privacy Policy to understand how we collect, use and protect your information.
• Redemption of rewards constitutes acceptance of these Program Terms.
• The Program is intended for personal, non-commercial use only. Philz has the right to combine member accounts that appear to be duplicative.
• The Program may not be combined with other discounts, promotions, or employee benefit programs unless explicitly stated.
• Employees of Philz Coffee are not eligible to redeem rewards earned in the Program during their active employment.

5.3 EARNING POINTS

• Members earn 10 points per $1 spent on qualifying purchases made:
  • In-store, when presenting a valid check-in code from the App before payment.
  • In the App, while logged into their account.
• Points will not be earned:
  • On purchases through third-party delivery services or on philzcoffee.com.
  • On purchases of gift cards.
  • If an account is not presented before payment. Points cannot be added retroactively.
• A maximum of three (3) transactions per calendar day will count toward point accumulation.
• Philz may, at its discretion, offer bonus points or multipliers (e.g., double points) during promotions.

5.4 REDEEMING REWARDS

• Once a member accrues 1,200 points, those points will automatically convert into one (1) Free Drink (any size, any type).
  • The Free Drink reward is valid for 60 days from issuance, after which the reward and underlying points will expire.
• Points have no cash value, are non-transferable, and cannot be redeemed for cash or credit.
• Redemption is subject to availability and may be subject to additional limitations.

5.5 BONUS & PROMOTIONAL OFFERS

Philz may offer additional non-points-based rewards (“Surprise & Delight” offers), such as:

• Discounted drinks or pastries.
• Bonus points for behavioral engagement (e.g., using a reusable cup, trying a new drink, visiting us on a specific day or time).
• These offers are discretionary and subject to availability.

5.6 SIGN-UP BONUS & BIRTHDAY REWARD

• Upon first-time log-in or program launch, members receive:
  • A Drink Upgrade reward (Pay for a Medium, Enjoy a Large), valid for 30 days.
  • 150 bonus points added to their account.
• Members who provide their birthday (DD/MM) in their profile (at least one day prior) will receive a Birthday Reward:
  • Valid for seven (7) days starting on the birthday.
  • Only available to active members with at least one prior loyalty purchase.
  • Once added to a member account, the birthday is not editable.

5.7 INACTIVITY & EXPIRATION

• If a member’s account has no activity for 12 consecutive months, all unused points will expire and be removed.
• Activity is defined as a purchase with the account attached or redemption of a reward.

5.8 INTERPRETATION OF AND CHANGES TO THE PROGRAM

• All interpretations of these Program terms and membership are at Philz’s sole discretion, and Philz’s decisions will be final.
• Philz reserves the right to modify, suspend, or terminate the Program and its terms, structure, or rewards at any time, with or without prior notice. In the event of cancellation to any user account or the Program, all accumulated points will be void.
• Continued use of the Program after changes constitutes acceptance of the updated terms.

5.9 NOT RESPONSIBLE FOR ACTS, ERRORS, OR OMISSIONS

Philz is not responsible for (a) any acts or omissions of third parties; or (b) any errors published in relation to the Program, including, without limitation, any pricing or typographical errors, errors of description, errors regarding Bonuses or Promotions, and errors in the crediting or debiting of points from member accounts. Philz reserves the right to correct, without notice, any errors.

Please refer to our Privacy Policy at philzcoffee.com/privacy-policy for information about how we collect, use and disclose information about you.

Our Online Services may allow you and other users to create, post, submit, share or store content, including, but not limited to, reviews, messages, text, photos, videos, and other materials (collectively, “User Content”) Except for the license you grant below, you retain all rights in and to your User Content, as between you and Philz.

You grant Philz a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you. When you submit or otherwise share User Content on or through our Online Services, you understand that your User Content and any associated information (such as your username or profile photo) may become available to the public.

You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason.

You agree that you will not violate any law, contract, intellectual property or other third party right or commit a tort, and that you are solely responsible for your conduct, while accessing or using our Online Services. You agree that you will abide by these Terms and will not:

• Use our Online Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Online Services or that could damage, disable, overburden or impair the functioning of our Online Services in any manner;
• Reverse engineer any aspect of our Online Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any content, area or code of our Online Services;
• Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Online Services that you are not authorized to access;
• Develop any third party applications that interact with our Online Services without our prior written consent;
• Use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access our Online Services, extract data or otherwise interfere with or modify the rendering of our Online Services’ web pages or functionality;
• Use our Online Services in any manner that could create an impression of affiliation, sponsorship, or endorsement by Philz;
• Use our Online Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms; or
• Use or attempt to use another user’s account without authorization from that user and Philz.

You may also only post or otherwise share User Content that is non-confidential and you have all necessary rights to disclose. You may not create, post, store or share any User Content that:

• Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
• Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
• May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
• Contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
• Impersonates, or misrepresents your affiliation with, any person or entity;
• Contains any unsolicited promotions, political campaigning, advertising or solicitations;
• Contains any private or personal information of a third party without such third party’s consent;
• Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
• Is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying our Online Services, or that may expose Philz or others to any harm or liability of any type.

In addition, although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason.

Our Online Services and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively the “Philz Content”) are owned by or licensed to Philz and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, Philz and our licensors reserve all rights in and to our Online Services and the Philz Content.

You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Online Services and Philz Content for your own person use; however, such license is subject to these Terms and does not include any right to (a) sell, resell or use commercially our Online Services or Content, except as expressly permitted by us; (b) copy, reproduce, distribute, publicly perform or publicly display any Philz Content, except as expressly permitted by us or our licensors; (c) modify the Philz Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Online Services or Philz Content; (d) use any data mining, robots or similar data gathering or extraction methods, (e) use any meta tags or any other “hidden text” utilizing our name or trademarks without our express prior written consent; and (f) use our Online Services or Philz Content other than for their intended purposes. Any use of our Online Services or Philz Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.

You may create a text hyperlink to our Online Services for noncommercial purposes, provided that such link does not portray Philz or any of our products and services in a false, misleading, derogatory or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited permission may be revoked at any time. You may not use the Philz logo or other proprietary graphic of Philz to link to our Online Services without our express written permission. Further, you may not use, frame or utilize framing techniques to enclose any Philz trademark, logo or other proprietary information, including the images found on our Online Services or Products, the content of any text or the layout or design of any page, or form contained on a page, on our Online Services without our express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of Philz or any third party.

We may establish hyperlinks between our Online Services and one or more websites operated by third parties. Philz makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party websites accessible by hyperlink from our Online Services, or websites linking to our Online Services. Such sites are not under the control of Philz and Philz is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. Philz provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by us of any site or any information contained therein. When you leave our Online Services, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from our Online Services.

Philz may provide third party content on our Online Services and may provide links to web pages and content of third parties (collectively, the “Third Party Content”) as a service to those interested in this information. Philz does not monitor or have any control over any Third Party Content or third party Web sites. Philz does not endorse or adopt any Third Party Content and can make no guarantee as to its accuracy or completeness. Philz does not represent or warrant the accuracy of any information contained therein and undertakes no responsibility to update or review any Third Party Content. Users use such Third Party Content contained therein at their own risk.

Our Online Services may also contain third party software that is subject to open source licenses ("Open Source Software"). The Open Source Software is licensed under the terms of the license that accompanies such Open Source Software, subject to additional terms and conditions, available at philzcoffee.com/open-source-attributions. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software. We make no representations or warranties of any kind regarding the Open Source Software contained in our Online Services, and you agree that Philz is not responsible or liable in any manner for such Open Source Software.

Any questions, comments, suggestions, ideas, original or creative materials or other information you submit about Philz or our Products or Online Services (collectively, “Feedback”), is non-confidential and will become the sole property of Philz. We will own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

We have a policy limiting access to our Online Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on our Online Services infringes any copyright that you own or control, you may notify Philz’ Designated Agent as follows:

Designated Agent: Marketing

Address: 680 85th Ave, Oakland, CA 94621

Phone: (415) 834-5933

Fax: (415) 834-5493

Email: [email protected]

Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Online Services is infringing, you may be liable to Philz Coffee for certain costs and damages.

To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Philz, and our officers, directors, agents, partners, licensees, and employees (individually and collectively, the "Philz Parties") from and against any loss, liability, claim, demand, damages, expenses or costs ("Claims") arising out of or related to (a) your access to or use of our Online Services; (b) your Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights or another (including intellectual property rights or privacy rights); or (e) your conduct in connection with our Online Services. You agree to promptly notify Philz Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You also agree that the Philz Parties will 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 Philz or the other Philz Parties.

You are solely responsible for, and assume all risks related to, the proper and safe handling, preparation, storage, 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, preparing, using or consuming such products.

We do not control, endorse or take responsibility for any User Content or third-party content available on or linked to by our Online Services.

Your use of our Online Services is at your sole risk. Our Online Services are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Philz does not represent or warrant that our Online Services are accurate, complete, reliable, current or error-free. While Philz attempts to make your access to and use of our Online Services safe, we cannot and do not represent or warrant that our Online Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Online Services.

Philz and the other Philz Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, warranty, or otherwise—for any indirect, consequential, incidental or special damages or lost profits, even if Philz or the other Philz Parties have been advised of the possibility of such damages.

The total liability of Philz and the other Philz Parties, for any claim arising out of or relating to these Terms or our Online Services, regardless of the form of the action, is limited to the amount paid, if any, by you to access or use our Online Services.

The limitations set forth in this section will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Philz or the other Philz Parties or for any other matters in which liability cannot be excluded or limited under applicable law.

To the fullest extent permitted by applicable law, you release Philz and the other Philz Parties from responsibility, liability, claims, demands, and damages (actual and consequential), or any one of the foregoing, of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release. Section 1542 provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Philz and limits the manner in which you can seek relief from us.

Except for small claims disputes in which you or Philz seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Philz seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Philz waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Online Services resolved in court. Instead, all disputes arising out of or relating to these Terms or our Online Services will be resolved through confidential binding arbitration held in San Francisco County, California in accordance with the Streamlined Arbitration Rules and Procedures ("Rules") of the Judicial Arbitration and Mediation Services ("JAMS"), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

You and Philz agree that any dispute arising out of or related to these Terms or our Online Services is personal to you and Philz and that any 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 Philz agree that these Terms affect interstate commerce and that the enforceability of this Section 19 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and Philz agree that for any arbitration you initiate, you will pay the filing fee and Philz will pay the remaining JAMS fees and costs. For any arbitration initiated by Philz, Philz will pay all JAMS fees and costs. You and Philz agree that the state or federal courts of the State of California and the United States sitting in San Francisco County, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

Any claim arising out of or related to these Terms or our Online Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and Philz will not have the right to assert the claim.

You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 19 by emailing us at [email protected]. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 20.

These Terms and your access to and use of our Online Services will be governed by and construed and enforced in accordance with the laws of California, without regard to conflict of law rules or principles (whether of California 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 will be resolved exclusively in the state or federal courts of California and the United States, respectively, sitting in San Francisco County, California.

We reserve the right, without notice and in our sole discretion, to terminate your right to access or use our Online Services. We are not responsible for any loss or harm related to your inability to access or use our Online Services.

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

The following sections will survive the expiration or termination of these Terms and the termination of your My Philz Account: all defined terms and Sections 1-8, 9 (1st paragraph), 10 (2nd paragraph), 11-24, 27.9-27.11.

These Terms constitute the entire agreement between you and Philz relating to your access to and use of our Online Services. The failure of Philz to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. 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.

If you have any questions about these Terms or our Online Services, please contact us at [email protected].

Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice; The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted by telephone at (800) 952-5210.

Comp Cards are redeemable at participating Philz Coffee locations and must be presented at the time of payment to receive the benefit. Comp Cards are non-transferable. Comp Cards have no cash value and cannot be exchanged for cash or used to purchase gift cards. Comp Cards can only be used to purchase or receive a discount on in-store items only. They cannot be used for gratuity, tip, taxes, or merchandise. Comp Cards cannot be combined with any other discounts, promotions, or special offers. Philz Coffee is not responsible for lost, stolen, or damaged Comp Cards. Lost or stolen cards will not be replaced. Any unauthorized use or alteration of this card will render the card void. This card is not a gift card, credit or debit card and carries no implied warranties. Philz Coffee reserves the right to amend the terms and conditions of this card at any time without notice. This card may expire as part of a promotional program or as permitted by law. Use of this card constitutes the acceptance of these terms and conditions.

This Section 27 ("EULA") governs your download, installation and use of the mobile application (the "Licensed Application") provided by Philz. The following terms apply if you are accessing or using our mobile application on Apple Inc. ("Apple") or Google LLC (“Google”) branded devices:

27.1 ACKNOWLEDGEMENT

This EULA is a binding agreement between you and Philz, not with Apple or Google, and is solely responsible for the Licensed Application and the content thereof.

27.2 OWNERSHIP OF THE LICENSED APPLICATION

The Licensed Application is the valuable property of Philz and its licensors and is protected by copyright and other intellectual property laws and treaties. Philz and its licensors own all right, title and interest in and to the Licensed Application, including all copyright and other intellectual property rights therein. Philz reserves all rights not expressly granted to you.

27.3 SCOPE OF LICENSE TO THE LICENSED APPLICATION

The Licensed Application is licensed, not sold, to you. Subject to the terms and conditions of this EULA, Philz grants you a limited, nonexclusive, nontransferable, nonsublicensable license to download, install and use the Licensed Application on certain Apple iOS or Android powered products (each, "Device") that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service or Google Play Store Terms of Service (the "Usage Rules"). The terms of this license will govern any upgrades provided by Philz that replace or supplement the original Licensed Application, unless an upgrade is accompanied by a separate license in which case the terms of that separate license will govern.

27.4 LICENSE RESTRICTIONS

The preceding states the entirety of your rights with respect to the Licensed Application and Philz reserves all rights in and to the Licensed Application not expressly granted to you in this EULA. The license granted to you in Section 27.3 does not allow you to do any of the following: (a) use the Licensed Application on any Device you do not own or control; (b) distribute, copy, license, rent, sell, resell, publish, lease or otherwise transfer the Licensed Application (except as expressly permitted by this EULA or the Usage Rules) or any proprietary materials of Philz to any third party; (c) reverse engineer, decompile, disassemble or attempt to discover any source code or trade secrets related to the Licensed Application or any proprietary materials of Philz; (d) modify, alter or create any derivative works of the Licensed Application; (e) remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the Licensed Application; (f) work around any technical limitations in the Licensed Application; or (g) use the Licensed Application for purposes other than your own personal use, or for which it was not designed. Unless explicitly stated herein or otherwise by Philz, nothing in this EULA shall be construed as conferring any right or license to intellectual property rights, whether by estoppel, implication or otherwise. If you breach any of these restrictions, you may be subject to prosecution and damages. This license is revocable at any time.

27.5 CONSENT TO DATA PRACTICES

You agree that Philz may collect, use and share information about you, including, but not limited to, information about your Device and your use of the Licensed Application.

25.6 SUPPORT SERVICES

Philz and the Philz Parties are not obligated to provide any support or maintenance services for the Licensed Application at this time. If you have any questions regarding the Licensed Application, please contact Philz at [email protected]. Apple or Google have no obligation whatsoever to furnish any support or maintenance services with respect to the Licensed Application.

27.7 PRODUCT CLAIMS

Philz, not Apple or Google, is responsible for addressing any questions, comments or claims relating to the Licensed Application or your possession and use of the Licensed Application, including, but not limited to (a) product liability claims; (b) any claim that the Licensed Application fails to conform to the applicable legal or regulatory requirement; (c) claims arising under consumer protection or similar legislation; or (d) third party claim that your possession or use of the Licensed Application infringes and third party's intellectual property rights. If you have any questions, please contact Philz at [email protected].

27.8 ADDITIONAL TERMS

The Licensed Application may enable access to websites, mobile applications and other online products and services provided by Philz and third parties. Your access to and use of these websites, mobile applications or other online products and services may require your acceptance of, and compliance with, additional terms and policies provided by Philz and/or third parties, as applicable.

27.9 NO WARRANTY

To the effect not effectively disclaimed under section 16, we are solely responsible for any warranties, whether expressed or implied by law. In the event of any failure of the Licensed Application to conform to any applicable warranty not effectively disclaimed under Section 16, you may notify Apple or Google based on your respective Device and Apple or Google will refund the purchase price for the mobile application to that end-user; and to the maximum extent permitted by applicable law, Apple or Google have no warranty obligation whatsoever with respect to the license application or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the license application.

27.10 INDEMNIFICATION

You agree that Section 27.7 applies to Claims that arise from or relate to your download, installation and/or use of the Licensed Application. In the event of any Claim that the Licensed Application, or your possession or use thereof, infringes any intellectual property rights of a third party, you agree to contact Philz promptly and directly, and Apple or Google will not be responsible for the investigation, defense, settlement and discharge or any such intellectual property Claim.

27.11 LIMITATION OF LIABILITY

You agree that Section 17 above applies to claims arising out of or in any way related to your download, installation or use of the Licensed Application including, but not limited to, any damages caused by or resulting from reliance by any user on any information obtained from Philz Parties, or from mistakes, omissions, interruptions, deletions or files or emails, errors, defects, bugs, viruses, trojan horses, delays in operation or transmission of any failure of performance, whether or not resulting from acts of God, communications failure, theft, destruction of unauthorized access to Philz' records, programs, or systems, even if Philz Parties have been advised of the possibility of such damages.

27.12 NO EXPORT

You may not use or otherwise export or re-export the Licensed Application or any content contained therein, except as authorized by United States law and the laws or the jurisdiction in which the Licensed Application or any content was obtained. In particular, but without limitation, the Licensed Application and the content contained therein may not be exported or re-exported to (a) any U.S. embargoed countries; or (b) anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List.

27.13 LEGAL COMPLIANCE

By downloading, installing and using the Licensed Application, you represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist supporting" country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties. You will comply with all applicable laws, rules and regulations, including, but not limited to, U.S. export control laws.

27.14 COMMERCIAL ITEMS

If acquired by any agency of the U.S. Government, such agency acknowledges that (a) the Licensed Application constitutes "commercial computer software" or "commercial computer software documentation" for purposes of 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable; and (b) such agency's rights are limited to those specifically granted under this EULA.

27.15 THIRD PARTY BENEFICIARIES

Apple, Google and their subsidiaries, respectively, are third party beneficiaries of this EULA. Upon your acceptance of this EULA, Apple and Google will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third party beneficiary thereof.

27.16 TERMINATION

Notwithstanding anything contained in this EULA, Philz reserves the right, without notice and in our sole discretion, to terminate your right to access or use the Licensed Application, and to block or prevent your future access to and use of the Licensed Application.