IMPOSSIBLE TASTE PLACE REWARDS LOYALTY PROGRAM TERMS AND CONDITIONS

Effective Date: January 3, 2020

PLEASE CAREFULLY READ THESE TERMS AND CONDITIONS (“RULES”). IF YOU DO NOT AGREE TO ALL OF THE RULES, OR IF YOU ARE NOT ELIGIBLE OR AUTHORIZED TO PARTICIPATE IN THE IMPOSSIBLE TASTE PLACE REWARDS LOYALTY PROGRAM (THE “PROGRAM”), DO NOT REGISTER FOR, ACCESS OR USE THE PROGRAM. COMPLETING THE REGISTRATION PROCESS OR OTHERWISE ACCESSING OR USING ALL OR ANY PART OF THE PROGRAM WILL CONSTITUTE YOUR ACCEPTANCE OF THE PROGRAM’S RULES SET FORTH BELOW AND YOUR AGREEMENT TO COMPLY WITH OUR PRIVACY POLICY AT  HTTPS://IMPOSSIBLEFOODS.COM/PRIVACY/. YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED THESE RULES AND THE PRIVACY POLICY IN THEIR ENTIRETY, THAT YOU AGREE TO THESE RULES AND THE PRIVACY POLICY IN THEIR CURRENTLY-POSTED FORM, AND THAT THESE RULES CONSTITUTE BINDING AND ENFORCEABLE OBLIGATIONS ON YOU.

THESE RULES CONTAIN A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER.  THEY AFFECT YOUR RIGHTS. PLEASE READ THEM BELOW.

THE PROGRAM

Impossible Foods, Inc. (“Sponsor”) operates the Program as a customer rewards loyalty program for eligible individuals (“Participants”) who have an online Program account registered with the Program (“Participant Account”) and thereafter purchase and/or promote Sponsor’s products (“Participant Activities”) in order to earn Program points for eligible Participant Activities (“Points”) that are redeemable for Program rewards (“Rewards”). 

PARTICIPATION IN THE PROGRAM

Participant may participate in the Program for personal use only and commercial use is prohibited. The Program is not intended for use by anyone under thirteen (13) years of age at the time of Participant Account creation. Participants must be residents of the United States. Participation in the Program constitutes acceptance of the Program’s Rules. If Participant does not comply with the Rules, Sponsor in its sole discretion may determine that Participant is prohibited from participation in the Program and/or ineligible to earn Points. 

To join the Program, Participant must complete the Participant Account registration process online by providing Sponsor current, complete and accurate information at www.impossiblefoods.com/tasteplace (“Program Website”) or any successor website identified by Sponsor. Such registration process will include, without limitation: (a) downloading the Program’s mobile application to Participant’s Android™ or iPhone® device; (b) following the applicable prompts which include agreeing to these Rules; and (c) providing Participant’s name, username, password, e-mail address, phone number and certain additional information necessary to create a Participant profile unique to Participant, including, but not limited to, preferences in relation to advertising and marketing, partner solicitations, social media information sharing, etc. (collectively, “Participant Profile”). Participant must promptly update the Participant Profile at any time there is a change to Participant’s information or preferences. Only one (1) email account can be associated with each Participant Account and the individual registered as the email account holder shall be deemed the Participant. Sponsor may refuse to register a Participant or continue to allow a Participant to participate in the Program at its sole discretion and may change its eligibility criteria from time to time.

Upon Sponsor’s registration of the Participant Account, Sponsor will provide access credentials to the Participant. Participant is solely responsible for maintaining the confidentiality of Participant’s access credentials and other Participant Account information, and will be solely liable for any and all Participant Activities in connection with the Participant Account. Participant shall be responsible for keeping all Participant Profile and any related account information up-to-date. Participant agrees to notify Sponsor immediately of any unauthorized use of the Participant Account or any other breach of security related to the Program.

EARNING PROGRAM POINTS 

Once a Participant Account is established, Participant is eligible to earn Points from the following qualifying Participant Activities involving Participant Content, as well as any other Participant Activities as may be set forth from time to time by Sponsor:

(a) “Program Purchases” means a qualifying purchase of Sponsor products (“Products”) at participating stores by a qualified Participant following the Effective Date. In order to be a qualifying purchase, Participant must have a registered Participant Account and must purchase a Sponsor Product at a participating store and upload to the Program Website the form of proof of such purchase as issued by the participating store. Participant’s qualifying proof of purchase must reflect the name and location of the participating store and the item of Sponsor’s Product purchased. Participant is limited to one (1) Program Purchase per day and a maximum of twenty-five (25) Program Purchases during any thirty (30) day period. Participant may submit up to twenty-five (25) such Program Purchases at any time during any such thirty (30) day period. See points information here

(b) “Program Photos” means qualifying user generated content in the form of photographs uploaded ( “Posted”) by Participant to Participant’s Participant Account. In order to be qualifying user generated content, Participant must have Posted to such Participant Account a photograph of a Sponsor Product. Program Photos must: be clear and not blurry; be Participant’s sole and original creation; be of a Sponsor Product (purchased from a participating store and prepared by a participating store or Participant); not have been previously published or otherwise made publicly available; be in compliance with any and all social media site posting requirements (as applicable); not be libelous or otherwise defamatory; not infringe or otherwise violate any right of any third party (including copyright, trademark, patent, trade secret, or other intellectual property right or any right of publicity or privacy); and not include images of individuals or otherwise reveal the identity of any individual (including, but not limited to, Participant). Sponsor’s ability accurately to award Points to Participant for Program Photos based on activities on social media websites may be restricted by the terms, conditions or functions of such websites. Participant is limited to one (1) Program Photo per day and a maximum of twenty-five (25) Program Photos during any thirty (30) day period. Participant may submit up to twenty-five (25) such Program Photos at any time during any such thirty (30) day period. See points information here

(c) “Program Referral” means qualifying referrals of the Program to individuals who become qualified Participants and complete qualifying Participant Activities. In order to be a qualifying Program Referral, the referred to individual cannot already be a Participant and must facilitate identification of the Participant as the referral source. Participant is limited to a maximum of fifteen (15) Original Program Referrals during any thirty (30) day period and fifteen (15) Secondary Program Referrals during any thirty (30) day period. See points information here

Information, data, files, materials, names, documents, text, photographs, images, audio, video, technology and other content, in any form or medium, related to Participant Activity that is provided by or otherwise received by Sponsor from Participant is collectively referred to as “Participant Content”. 

Points will be reflected in the Participant Account in approximately six (6) business days following the qualifying Participant Activity earning Participant Points. Points awarded to Participant Account will be decreased or reversed, as applicable, if part or all of a  qualifying Participant Activity was obtained through fraudulent or other action that violates these Rules, as determined by Sponsor in its sole discretion. Points awarded to the Participant Account for Program Purchases will be decreased or reversed, as applicable, if part or all of a Program Purchase is returned or cancelled. From time to time, Sponsor may further establish at its sole discretion loyalty criteria pursuant to which Participant is eligible to receive additional Points. Sponsor may also offer Participant the ability to earn additional Points or other Rewards for a qualifying Participant Activity that may require Participant to first activate an offer by following specific Sponsor instructions. Eligible Participant Activities that may afford Participants Points will be posted on the Program Website or may be published through other media (e.g., in-store, in marketing communications, on social media, etc.).  Sponsor is under no obligation to provide to Participant any particular number of opportunities to receive Points, special offers, or be sent messages. Certain promotional offers may only be available for a limited time period, may offer promotional Points with pre-set expiration dates and may be limited to select offers. Sponsor will provide the specific terms and conditions of any promotional offers at such time.

Points are not valid unless received in strict compliance with these Rules and any other  requirements as established and intended by Sponsor, and Participant shall not attempt to receive Points by any means (including without limitation, by using any script, bot or other automated means) that only simulates compliance with these Rules. Sponsor’s  good faith determination of the amount of Points available to Participant shall be final and binding.

Points do not constitute property, do not entitle a Participant a vested right or interest and have no cash value. As such, Points are not redeemable for cash, transferable or assignable for any reason, and are not transferable upon death, as part of a domestic relations matter or otherwise by operation of law. The sale of Points is strictly prohibited and the Participant Account of any Participant identified by Sponsor attempting to sell Points may be terminated. Any Points remaining in a Participant Account if the Program is terminated will be forfeited without compensation. There shall be no carry over or transfer of Points to other Sponsor programs (if any), unless otherwise determined by Sponsor in its sole and absolute discretion.   

REDEEMING PROGRAM POINTS

If Participant is in good standing when Participant earned and received Points, Participant may redeem such Points for Rewards as set forth at tasteplace.com (“Rewards Site”).] At Sponsor’s discretion and with notice to Participant, The Rewards Site may be  administered by a third-party administrator (“Rewards Site Administrator”).] Participant’s use of the Rewards Site shall be subject to and require Participant’s acceptance of the terms and conditions set forth at such Rewards Site. Rewards applicable to a certain number/level of Points may change from time to time and may be offered on a limited basis. Sponsor may modify the number of Points needed to earn a Reward and will message that change to  Participant prior to its implementation. All Points redemptions are final, and the Points will be deducted immediately from the Participant Account. Sponsor will not provide any refunds once Points are redeemed.

Participant may not rely upon the continued availability of Rewards. Rewards and redemption offers may be time-limited, available only in limited quantities, withdrawn, and/or subject to increased Point redemption requirements and/or new restrictions at any time in Sponsor’s sole discretion. Any applicable tax liabilities resulting from Rewards provided or Points received under this Program are the responsibility of Participant. Rewards cannot be exchanged or returned for Points, another product or a monetary refund. 

Sponsor is not responsible for failure, delay or error in processing Rewards if processed by a Rewards Site Administrator. For any issues concerning Rewards, Participant must contact tasteplace.com in accordance with the method and timing requirements set forth on the Rewards Site. 

PROGRAM USE RESTRICTIONS AND ENFORCEMENT

(a) Program Use Restrictions. Any unauthorized use of the Program is expressly prohibited. Participant is solely responsible for all acts or omissions that occur under a Participant Account. As a condition of use, Participant hereby promises not to use the Program for any purpose that is unlawful, commercial in nature, or prohibited by these Rules, or any other purpose not reasonably intended by Sponsor. Participant agrees to abide by all applicable local, state, national and international laws, regulations and rules. With respect to any Participant Activities that include Participant Content, Participant agrees not to Post any Participant Content using any communications service, discussion forum, directory, survey, feedback or other service available on or in connection with the Program, in any manner, that: (i) is unlawful, deceptive, misleading, fraudulent, threatening, abusive, harassing, libelous, invasive of another's privacy, tortious, obscene, profane or which otherwise violates these Rules;  (ii) infringes any patent, trademark, trade secret, copyright, right of publicity, privacy right or other right of any party; (iii) reveals any personal information about another individual, including another person's name, address, phone number, e-mail address, credit card information or any other information that could be used to track, contact or impersonate that person; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming"), chain letters or any form of lottery or gambling; (v) imposes an unreasonable or disproportionately large load on Sponsor’s computing, storage or communications infrastructure, or attempts to gain unauthorized access to the Program, other Participant Accounts, computer systems or networks connected to the Program, through password mining or otherwise; (vi) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware or network system or to damage or obtain unauthorized access to any system, data or other information of Sponsor or any third party; (vii) creates Participant Accounts by any automated means or under false or misleading pretenses; (viii) harvests, scrapes or collects any information from the Program; (ix) disguises the source of Participant Activities as other than from Participant; or (x) impersonates any person or entity, including Sponsor, Sponsor Affiliates and/or Program Affiliates. Further, Participant shall not post any confidential content or other proprietary information that Participant desires to or is under obligation to keep secret.

(b) Program Enforcement. Sponsor may, at its sole discretion, immediately suspend or terminate any Participant Account should Participant’s conduct, Participant Activities and/or Participant Content violate (or appear to violate) any of the above Program Use Restrictions. Notwithstanding the foregoing, Sponsor has no obligation to monitor the Program or Participant’s use thereof, and/or restrict Participant Activities or Participant Content or to pre-screen, authenticate, validate, monitor, moderate or edit any Participant Activities or Participant Content. However, Sponsor reserves the right at any time and without notice to monitor, review, retain or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request or investigation (including law enforcement). Further, Sponsor and its agents have the right, at their sole discretion, at any time to restrict any Participant Activities and/or remove any Participant Content that, in Sponsor’s judgment, does not comply with these Rules or otherwise appears harmful, objectionable or inaccurate. Sponsor is not responsible for any failure or delay in restricting any such Participant Activities or Participant Content.

TERMINATION OF PARTICIPANT ACCOUNT AND/OR PROGRAM

(a) Participant Account Termination. If Participant wishes to terminate a Participant Account, Participant may do so at any time by sending an email to [email protected] that includes Participant’s e-mail address and specifies to which Participant Account the termination applies. Sponsor may terminate or suspend Participant’s access to all or any part of the Program at any time, with or without cause, with or without notice, effective immediately. Participant Account will be cancelled if it remains inactive for a period of twelve (12) months or more. Accordingly, once a Participant Account is activated, if Participant does not complete a Participant Activity for which Points are issued within twelve (12) months of such activation or the last eligible Participant Activity for which Points were issued, Sponsor reserves the right to cancel the Participant Account. Upon cancellation of a Participant Account, any unused Points will not be able to be redeemed.  Sponsor may, at its discretion, send Participant periodic notifications to remind Participant that a Participant Account will expire. However, it is Participant’s responsibility to monitor the Participant Account and Points status.

Upon termination of a Participant Account for any reason, Participant will, to the extent permitted by law, no longer be able to redeem any Points that Participant has received, regardless of how they were acquired by Participant. Upon any Participant Account termination, all rights and obligations of the parties shall cease and Participant shall immediately cease using the Program, except that all remedies of Sponsor for breach of these Rules shall survive and the provisions of these Rules which by their nature should survive the termination of these Rules shall survive such termination. After Participant Account termination, Sponsor has no obligation to maintain any records, content or other information related to Participant (including without limitation, records regarding Participant’s Points) or to forward any unread or unsent messages to Participant or any other Participant or third party. 

(b) Program Changes/Termination. Sponsor reserves the right, at its sole discretion, to modify or replace these Rules, in whole or in part, at any time. Sponsor will notify Participant of any material change in advance of the effective date of any change. Change notices may be communicated by postings on the Program Website, vie e-mail communication, or other means as permitted by applicable law. In any case, Participant should periodically check these Rules for changes. Continued use of the Program following such notice of any change to these Rules constitutes Participant’s acceptance of those changes. The most recent Rules supersede all previous versions. In the event Sponsor determines to terminate or sunset the Program (without a substitute program), Sponsor will provide notice to Participant in accordance with these Rules which will include instructions on the process and time period for redemption of valid unredeemed Points (the “Redemption Period”).  After the Redemption Period, the Participant Account will be canceled and unredeemed Points will no longer be redeemable.

THIRD PARTY INTERACTIONS

(a) Third-Party Websites. The Program permits Participant to access Program related features from and to link from the Program to other websites on the Internet, including without limitation, separate websites affiliated with Sponsor and its partners. These Third-Party Websites are not under Sponsor’s control, and Participant acknowledges and agrees that Sponsor is not responsible for the accuracy, legality, appropriateness or any other aspect of the content or function of such Third-Party Websites. The inclusion of any such link does not imply endorsement of the Third-Party Website by Sponsor or any association with its operators. Participant must take precautions to ensure that whatever interaction Participant has with such Third-Party Websites is free of such items as viruses, worms, Trojan horses, malware and other items of a destructive or harmful nature. Participant’s use of Third-Party Websites is at Participant’s own risk. Additional or different terms and conditions may apply when Participant is accessing and using such Third-Party Websites. 

(b) Third-Party Promotions. Any dealings by Participant with advertisers, vendors, suppliers, Sponsor licensors, Sponsor licensees and other Sponsor affiliated third parties in connection with the Program (“Program Affiliates”), or participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties, or representations associated with such dealings or promotions, are solely between Participant and such third party(ies). Sponsor is not responsible or liable for any part of any such dealings or promotions with Program Affiliates.

PROPRIETARY RIGHTS

(a) Sponsor Intellectual Property. Participant acknowledges and agrees that the Program, including all Data created by or for Sponsor and made available in connection with the Program, is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, and Sponsor (and Sponsor Affiliates and/or Program Affiliates, as applicable) shall own and retain all rights, title and interests (including all intellectual property and proprietary rights) therein and thereto. “Data” includes Program Photos, Participant Content and all other information, data, files, materials, names, documents, text, photographs, images, audio, video, technology and other content, in any form or medium, related to the Program that is provided by or otherwise received by Sponsor, including, but not limited to, in relation to Program Purchases and Program Referrals. Unless and only to the extent expressly authorized by Sponsor, Participant agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of the Program or Data, including, but not limited to, Sponsor’s and the Program’s names and marks. However, unless advised otherwise by Sponsor, Participant may print or download a reasonable number of copies of publicly available materials or content from the Program for Participant’s personal, noncommercial purposes; provided, that Participant retains all copyright and other proprietary notices contained therein. Any rights not expressly granted by Sponsor to Participant are reserved by Sponsor. Systematic retrieval of Data from the Program by Participant to create or compile, directly or indirectly, a collection, database or directory is strictly prohibited without Sponsor’s express prior written permission. If Participant desires to make any use of any Data for any purpose other than personal, noncommercial reference, then Participant must, as set forth above, first secure written permission from Sponsor and, to the extent any third party materials are incorporated into such content, the owner of any third party content.

(b) Licensed Participant Content. By Posting Participant Content of any kind to the Program, Participant hereby: (i) grants and agrees to grant to Sponsor, Sponsor Affiliates and Sponsor approved Program Affiliates a non-exclusive, transferable, perpetual, irrevocable, royalty-free right and license (with right to sublicense) to use, reproduce, publicly display, publicly perform, adapt, collect, modify, delete from, distribute, transmit, promote and make derivative works of the Participant Content, in any form,  for the purposes of offering, providing, marketing and promoting the Program, Sponsor, Sponsor Affiliates and Sponsor approved Program Affiliates (and including, without limitation, the exporting of Participant Content under content sharing arrangements with other websites); (ii) represents and warrants that all Participant Content includes appropriate attribution to the copyright owner; (iii) represents and warrants that Participant owns or otherwise controls all rights to such Participant Content and that public disclosure and use of the Participant Content by Sponsor, Sponsor Affiliates and/or Program Affiliates will not infringe or violate the rights of any third party; and (iv) acknowledges and agrees that the Participant Content  is intended to and will be made available to, and used by Sponsor, Sponsor Affiliates, Program Affiliates and/or other Participants.

Participant agrees that Participant will not contribute any Participant Content unless Participant has all of the rights (including rights from the copyright owner) necessary to grant Sponsor the use license, and to satisfy all of the warranty requirements, described above. Notwithstanding the foregoing, the Program may provide Participant with the ability to remove some or all of the Participant Content posted to the Program by Participant. Following any such removal, Sponsor will use commercially reasonable efforts to discontinue any further display, performance and distribution of such Participant Content by Sponsor related to the Program; provided, however, Participant acknowledges and agrees that Sponsor may continue using such Participant Content  in the same manner and for the same purposes as it did prior to removal of such content (such as, for example, content used in any advertising created prior to removal) and that Sponsor shall have no responsibility or liability in respect of any content that has been exported by Sponsor or shared with Participant in relation to the Program or that has been downloaded or copied by Participant to other websites, systems and devices.

DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION

(a) DISCLAIMER OF ALL WARRANTIES. SPONSOR AND SPONSOR’S EMPLOYEES, OFFICERS, MANAGERS, DIRECTORS, MEMBERS, SHAREHOLDERS, AFFILIATES, PARTNERS, LICENSORS, ATTORNEYS, AGENTS, CONTRACTORS, SUPPLIERS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS (COLLECTIVELY, “SPONSOR AFFILIATES”) DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR SPECIFIC PROMISES ABOUT THE PROGRAM OTHER THAN THOSE EXPRESSLY STATED IN THESE RULES OR THE PRIVACY POLICY, AND DO NOT WARRANT THAT: ACCESS TO OR USE OF THE PROGRAM WILL BE UNINTERRUPTED, ERROR-FREE, OR  VIRUS OR HARMFUL CODE FREE; ANY INFORMATION WILL BE TIMELY, ACCURATE, RELIABILE OR CORRECT; THE PROGRAM WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; DEFECTS IN THE PROGRAM WILL BE CORRECTED; OR ANY RESULT OR OUTCOME CAN BE ACHIEVED. THE PROGRAM IS PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, WITH ALL FAULTS. TO THE EXTENT PERMITTED BY LAW, WHICH MAY VARY BY JURISDICTION, SPONSOR DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, TITLE, INTEGRATION AND NONINFRINGEMENT AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE. SPONSOR DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH THE PROGRAM. 

PARTICIPANT ASSUMES TOTAL RESPONSIBILITY AND RISK FOR USE OF THE PROGRAM AND THIRD-PARTY WEBSITES. PARTICIPANT IS RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY PARTICIPANT’S NEEDS FOR PARTICIPANT CONTENT AND DATA BACK UP AND SECURITY.

(b) LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPONSOR AND SPONSOR AFFILIATES WILL NOT BE RESPONSIBLE FOR ANY DAMAGES, LIABILITY OR INJURIES FOR ANY CAUSE OF ACTION UNDER ANY LEGAL THEORY THAT RELATES IN ANY WAY TO PARTICIPANT ACCESS, OR USE OF, OR INABILITY TO ACCESS OR USE, THE PROGRAM, PARTICIPANT CONTENT, DATA OR INFORMATION CONTAINED WITHIN THE THIRD-PARTY WEBSITES, INCLUDING ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION). SPONSOR SHALL NOT BE LIABLE EVEN IF SPONSOR OR A SPONSOR AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PARTICIPANT’S SOLE REMEDY FOR DISSATISFACTION WITH THE PROGRAM, PARTICIPANT CONTENT, DATA OR INFORMATION CONTAINED WITHIN THE THIRD-PARTY WEBSITES, IS TO STOP USING THE PROGRAM, THE THIRD-PARTY WEBSITES AND/OR THE RELATED PRODUCTS OR SERVICES. TO THE EXTENT PERMITTED BY LAW, SPONSOR’S TOTAL LIABILITY FOR ANY CLAIMS UNDER THESE RULES SHALL BE LIMITED TO ACTUAL, DIRECT DAMAGES, NOT TO EXCCED THE LESSER OF THE AMOUNT PARTICIPANT PAID SPONSOR TO USE THE PROGRAM OR ONE HUNDRED DOLLARS ($100). IN ANY EVENT, SPONSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE. NO CLAIM OR ACTION ARISING FROM OR CONCERNING THE PROGRAM MAY BE BROUGHT LATER THAN ONE (1) YEAR FROM THE DATE THE CLAIM OR CAUSE OF ACTION AROSE. THE FOREGOING LIMITATIONS APPLY EVEN IF THE REMEDIES UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS INURE TO THE BENEFIT OF SPONSOR AND ALL SPONSOR AFFILIATES. SOME JURISDICITONS  DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR LIMITATION OF CERTAIN DAMAGES SO CERTAIN OF THE FOREGOING DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO PARTICIPANT.

(c) Indemnification. By participating in the Program, Participant agrees to: (i) defend Sponsor, Sponsor Affiliates and Program Affiliates against any action or suit by a third party that arises out of or is related to the Program, Participant Activity, any transaction with Third-Party Websites and/or Program Affiliates, Participant’s interaction with any other Participant, Participant’s use or misuse of the Program, or Participant’s breach of any of its representations, warranties or covenants under these Rules and indemnify Sponsor, Sponsor Affiliates and Program Affiliates for any settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys’ fees) awarded and arising out of such a claim. Sponsor reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Participant, in which event Participant will assist and cooperate with Sponsor in asserting any available defenses.

DISPUTE RESOLUTION AND ARBITRATION 

PARTICIPANT AND SPONSOR EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL CLAIMS OR DISPUTES IN ANY WAY RELATED TO OR CONCERNING THESE RULES OR SPONSOR’S PROGRAM WILL BE RESOLVED BY BINDING ARBITRATION. THIS INLCUDES ANY CLAIMS AGAINST OTHER PARTIES RELATING TO SERVICES OR PRODUCTS PROVIDED TO PARTICIPANT (SUCH AS FROM THIRD-PARTY WEBSITES AND/OR PROGRAM AFFILIATES) WHENEVER PARTICIPANT ALSO ASSERTS CLAIMS AGAINST SPONSOR IN THE SAME PROCEEDING. 

Arbitration shall be conducted in accordance with the then-current rules of the American Arbitration Association. The location of arbitration shall be in San Francisco, California. The cost of any arbitration, or litigation if applicable, will be borne equally by the parties pending the court’s and/or arbitrator’s award(s). The prevailing party in any arbitration proceeding or litigation hereunder will be entitled, in addition to any other relief granted to it, to recover reasonable attorney’s fees and the costs incurred in connection with the arbitration or litigation.

CLASS ACTION WAIVER. 

PARTICIPANT AND SPONSOR EACH AGREES THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF A COURT OR ARBITRATOR DETERMINES IN AN ACTION BETWEEN PARTICIPANT AND SPONSOR THAT THIS CLASS ACTION WAIVER IS UNENFORCEABLE, THE ARBITRATION AGREEMENT WILL BE VOID AS TO PARTICIPANT

INTERNATIONAL USE

Sponsor makes no representation that the Program is appropriate or legally available for use in locations outside the United States, and accessing and using the Program is prohibited from territories where doing so would be illegal. Accessing the Program from other locations is done at Participant’s own initiative and Participant is responsible for compliance with local laws.

GOVERNING LAW

This Agreement will be governed in all respects by the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within California, without giving effect to conflict of laws principles. The sole venue to bring any action under this Agreement shall be the state and federal courts of California, USA. The parties submit to the jurisdiction of such courts.

CONSUMER INFORMATION AND RIGHTS

If Participant has questions or concerns regarding the Program Website, Participant can contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by calling (800) 952-5210 or writing to Department of Consumer Affairs, Consumer Information Division, 1625 North Market Boulevard, Suite N12, Sacramento, California 95834. Participant can also contact Sponsor using the Contact Us information set forth below.

MISCELLANEOUS

No waiver by Sponsor of any term or condition set forth in these Rules shall be effective unless in a writing signed by an authorized representative of Sponsor or be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure to enforce any provision of these Rules shall not constitute a waiver thereof or of any other provision.

Should any provision of these Rules be held to be invalid, unenforceable, or illegal by a court of competent jurisdiction, such ruling will not affect or impair the validity, enforceability, or legality of any remaining portions of these Rules, and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law. All remaining portions will remain in full force and effect as if the original Rules had been executed without the invalidated, unenforceable, or illegal part.

These Rules constitute the entire agreement between Participant and Sponsor with respect to the Program.

Participant’s rights and obligations under these Rules are personal to Participant, and are not assignable, transferable or subject to sublicense by Participant except with Sponsor’s prior written consent. Sponsor may assign, transfer or delegate any of its rights and obligations hereunder without consent. Any waivers, consents and modifications to these Rules approved by Sponsor must be in a writing. No agency, partnership, joint venture, or employment relationship is created as a result of these Rules or use of the Program, and Participant has no authority of any kind to bind Sponsor in any respect. All notices under these Rules will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. All notices to Participant will be in accordance with the Participant Profile. All notices to Sponsor will be as set forth below.

CONTACT US 

If Participant has questions regarding the Program or a Participant Account, Participant may contact Sponsor by mail, email or phone using the following contact information:

Impossible Foods

Attention: Taste Place

400 Saginaw Drive

Redwood City, California 94063

[email protected] 

(855) 877-6365