TERMS OF SERVICE

Last updated: November 10, 2025

 

important: these terms require all disputes between us to go through binding arbitration instead of government court. That means you waive any right to have disputes decided (1) by a judge or jury and (2) in class or representative actions. You can opt out of arbitration for thirty (30) days after you agree to these terms. To opt-out, see section 9(k) underdispute resolution below.

We provide brief summaries at the beginning of each section to make it easier for you to readand understand this agreement.

1. Introduction

the summaries do not replace the text of each section, and you should still read each section in its entirety.

This is a contract between you and us. You can contact us if you have any questions or concerns. If you do not understand or agree to these terms, dont use the services.

The agreement: by accessing or using our services, you agree to be bound by these terms of service (terms) and our policies described below (together, the agreement). Its important that you read this agreement and these policies carefully before you accept them. This agreement governs your use of agoldenstate. Com, operated by msr supply llc (we, us, our and company), and our other online product and services that incorporate this agreement (which we call the services). Many features of the services are provided through accounts, delivery & fulfillment partner batch systems, inc. (batch).

Updates: these terms are effective as of the last updated date. We may update these terms from time to time, in which case we will update the last updated date at the top of these terms.

If we make significant changes, well do our best to notify you, such as by emailing the address associated with your account and/or by placing a temporary notice on the login or homepage of the services. Changes to this agreement do not create a renewed opportunity to opt out of arbitration (if applicable).

But its your sole responsibility to review these terms from time to time to view any such changes. By using or accessing the services after the last updated date, you accept the current terms. If you do not accept a change to the terms, you must stop accessing or using the services immediately.

Contact us: you may contact us regarding the services or these terms at info@agoldenstate. Com. If your question relates to an order for products, for faster service you may contact batch as provided in your order confirmation.

 

2. Eligibility and Responsibilities

You must be 21 or older to use the Services or order Products. By using the Services, you represent and warrant that you comply with these restrictions.

(a) In these Terms, “you” and “your” means you as the user of the Services.

(i) You must be 21 or older to use the Services. By using the Services, you affirm that you are 21 or older and are able to enter into this
Agreement.

(ii) If you use the Services on behalf of a company, then “you” includes you and that entity, and you represent and warrant that (a) you are authorized to bind the company to these Terms, and (b) you agree to these Terms on the company’s behalf.

 

1. (b) You are responsible for all your activity in connection with the Services. This includes the accuracy of information you give us or our Outside Providers so that we can provide the Services to you (which we call “Customer Data” below). 

2. (c) Delivery and pickup options are limited to our service areas. If you reside outside our Delivery Partners’ service area, you are not eligible for delivery and you may only pickup orders from participating Retailers. 

    

3. Other Applicable Terms

Our policies and certain third-party terms apply to you when use the Services.

 

1. (a) Our Policies. The Services’ Privacy Policy describes how we and Batch collect and process personal information when you use the Services. It also forms part of the Agreement between us. We may add supplemental policies to our Agreement at any time, and we will use commercially reasonable efforts to notify you when any such policies become applicable to you (such as via an electronic notification, notice on the Services, or an opt-in consent). 

2. You agree that we may modify, delete, and make additions to statements, policies, and notices, with or without notice to you, and for similar guides, statements, policies, and notices applicable to your use of the Services by posting an updated version on the applicable webpage. 

3. (b) Outside Terms and Materials. The Services may include or make available content, data, information, or materials from third parties or otherwise interoperate, integrate, or be used in connection with third party services, such as Batch’s operations (“Outside Materials”). Outside Materials and other features on the Services, such as Orders for Products, are also facilitated by third-party partners, including Batch (“Outside Providers”). Outside Materials and the use of Outside Providers may be subject to third-party terms provided by the third party (“Outside Terms”). 

4. By using the Services, you acknowledge and agree that we are not responsible for, and disclaim all liability for, any act or omission of Outside Providers or any other provider of Outside Materials, the performance of Outside Materials, or the provisions of Outside Terms. We do not warrant, endorse Outside Materials or otherwise guarantee their interoperation, integration, or support with the Services. We are also not a party to Outside Terms. You have sole discretion whether to purchase or connect to any Outside Materials, and your use of any Outside Provider services is governed by the terms of such Outside Materials. If you have any complaints in connection with any Outside Provider, Outside Materials or Outside Terms, please contact the third party provider directly, your state Attorney General or the Federal Trade Commission at www.ftc.gov.

4. Accounts

(a) Creating and Safeguarding your Account. You may be required to provide information about yourself to register for and to access or use the Services, or to create an account with a username and password (“Account”). As of the Last Updated date, most Accounts are administered by Batch. You agree to provide accurate, complete and updated information for your Account. We may also reject, or require that you change, any such username or password, in our sole discretion. You represent and warrant that any such information, including Account information, is and will remain accurate and

complete. You acknowledge and agree that we have no liability whatsoever for errors and omissions in the information you give us so that we can provide the Services (“Customer Data”).

Contact us immediately if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.

 

1. (b) Managing your Account. As of the Last Updated date, to manage or change information about your Account, please contact us. Please note that for legal reasons, we are generally unable to delete certain specific types of Customer Data. 

2. (c) Suspension and Termination. We reserve the right to suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. 

3. (d) Terms Survive. If your Account is deleted or terminated by you or by us for any reason, these Terms continue and remain enforceable between you and us, and you will not be entitled to any refund for purchases made. Termination will not limit any of our other rights or remedies at law or in equity. Your information will be maintained and deleted in accordance with the applicable Privacy Policy. We may, but are not obligated to, delete any of Your Content. You agree that that we are not liable for the deletion or failure to delete any of Your Content.

5. Products, Orders and Payment

Our Products are available for pickup or delivery, in each case fulfilled by our delivery or physical retail partners. We do not offer refunds.

 

1. (a) General. We offer cannabis products (collectively, “Products”) to purchase for delivery or for pickup through certain physical retailers (“Retailers”)

2. (b) Products. You acknowledge and agree that Specs (as defined below) in Product descriptions on the Services are averages or estimates and may be inaccurate. Actual amounts may vary for individual items, packages, or orders that you receive. “Specs” include the level (by weight, mass, volume, or percentage) of THC, CBD, other cannabinoids, and terpenes in a Product, the total weight, mass, or volume of a Product, the size, number of individual items, or servings, in a Product, and any other unit of measurement related to a Product. 

3. (c) Pricing and Charges. You understand and acknowledge that you may incur fees or charges from us or other third parties in connection with good and services purchased through the Services (“Charges”). Charges generally combine some of the following: 

4. (i) Retail Price. The “Retail Price” of goods are those displayed with that item on the Services. At checkout, the combined Retail Price of goods and accessories is the subtotal of your unfinished Order, as shown in your cart. 

5. (ii) State, Local and Sales Taxes. Retailers charge applicable state, local and sales taxes, such as cannabis excise taxes, on sales of goods and accessories based on the state of your location, pursuant to state laws and regulations. Local Taxes are based on the city, county, municipality, or other jurisdictional location of your delivery address, the Retailer fulfilling your order, or both, pursuant to local laws and regulations. Finally, sales tax may be based on the location of your delivery address, the Retailer fulfilling your order, or both, pursuant to applicable laws and regulations. 

6. (iii) Other Taxes. You may be charged additional taxes based on applicable laws and regulations. Such taxes may vary depending on the laws and regulations in place at the time of your purchase. 

7. (iv) Delivery Fee. Delivery orders may carry a Delivery Fee. 

8. (v) Service Fee. In some instances, you may be charged a service fee on some orders. A 

9. description for any applicable service fee will be available at checkout. 

10. (vi) Other Fees. Additional fees and charges may apply to your orders as determined by Batch, the Retailers, and/or the applicable Payment Processor. The description of any such fees will be available at checkout. Your bank may also charge additional fees. 

11. (d) Collection of Charges. All Charges are due immediately through the payment processor specified in your ordering process (each, a “Payment Processor”), which may differ depending on the Products in your cart and how your order will be fulfilled. Once all Charges are paid, the Services will direct your order for Products (your “Order”) for fulfillment as provided below. Except as provided under Refunds below, payments for Products are nonrefundable. 

12. (e) Fulfillment. Orders are fulfilled by Batch, which will route delivery Orders to its delivery service providers (any, a “Delivery Partner”) or, for pickups, to the Retailer you selected for pickup. 

13. (i) Delivery. Your Order confirmation email will generally include an expected delivery timeframe. By logging into your Account, you should be able to see updated Order status. You may also receive updates through the Delivery Partner associated with your Order, including email and text messages (as applicable). 

14. (ii) Pickup. In general, Orders will be ready for pickup within thirty (30) minutes. Please contact us if your Order is not ready for pickup more than two (2) hours after you received your Order confirmation, factoring in Retailer hours of operation. 

15. (f) Refunds. All purchases are final and nonrefundable. However, you may cancel an Order in these limited circumstances by logging into your Account and selecting the applicable Order: 

16. (i) In general, you can cancel a delivery Order before it is routed to a Delivery Partner for delivery to you. Contact us if you have questions about whether a delivery cancelation will incur fees after reviewing the information provided about the Order in your Account. 

17. (ii) You may cancel a Retailer Order prior to pickup. 

18. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Services, our decision to terminate your usage or Account, any disruption to the Services, or any other reason whatsoever. If you are dissatisfied with any of the Products you receive, please contact us. 

19. (g) Pricing changes. We reserve the right to change the cost of our Products at any time. 

20. (h) Promotional Codes. We may offer certain promotional, referral, discount, and coupon codes or similar offers (“Promos”) that may be redeemed for discounts on future Products or other features related to the Services, subject to any additional terms that we establish. Unless otherwise indicated by us, Promos do not apply to taxes, fees, or any Charges other than the Retail Price. You agree that Promos: (a) must be used in a lawful manner; (b) must be used for the intended audience and purpose; (c) may not be duplicated, sold or transferred in any manner, or made available by you to the general public (whether posted to a public forum, coupon collecting service, or otherwise), unless expressly permitted by us; (d) may be disabled or have additional conditions applied to them by us at any time for any reason; (e) may only be used pursuant to the specific terms that we establish; (f) are not valid for cash or other credits or points; and (g) may expire prior to your use.

6. Content

You are responsible for Your Content. Don’t share anything that you wouldn’t want others to see, that would violate this Agreement, or that may expose you or us to legal liability.

 

1. (a) While using our Services, you will have access to: (i) content that you upload or provide while using our Services (“Your Content”); and (ii) content that we and other users provide on and through our Services (“Our Content”). In this agreement, “content” includes, without limitation, all text, images, video, audio, or other material on our Services. 

2. (b) Your Content 

You are solely responsible and liable for Your Content, and, therefore, you agree to indemnify, defend,

release, and hold us harmless from any claims made in connection with Your Content.

You represent and warrant to us that the information you provide to us or any other user is accurate, including any information submitted through Google, Facebook or any other social login (if applicable) (any, a “Social Login”), and that you will update your account information as necessary to ensure its accuracy. If you choose to reveal any personal information about yourself to other users, you do so at your own risk. We encourage you to use caution in disclosing any personal information online.

You acknowledge and agree that Your Content may be viewed by other users, and, notwithstanding these Terms, other users may share Your Content with third parties. By uploading Your Content, you represent and warrant to us that you have all necessary rights and licenses to do so and automatically grant us a license to use Your Content in connection with the Services for so long as Your Content remains in or associated with your Account.

You understand and agree that we may monitor or review Your Content, and we have the right to remove, delete, edit, limit, or block or prevent access to any of Your Content at any time in our sole discretion. Furthermore, you understand and agree that we have no obligation to display or review Your Content.

(c) Our Content

We own all other content on our Services.

Any other text, content, graphics, user interfaces, trademarks, logos, sounds, artwork, images, and other intellectual property appearing on our Services is owned, controlled or licensed by us and protected by copyright, trademark and other intellectual property rights and laws. All rights, title, and interest in and to the Services and Our Content remains with us at all times.

Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party, any right, title, or interest in or to Our Content, the Services or other intellectual property provided in connection with this Agreement.

(d) Your License. By creating an account or uploading Your Content, you grant us a worldwide, perpetual, transferable, sub-licensable, royalty-free right and license to host, store, use, copy, display, reproduce, adapt, edit, publish, translate, modify, reformat, distribute and otherwise make available Your Content, including any information you authorize us to access from any Social Login or other third-party sources (if applicable), in whole or in part, and for the uses contemplated by this Agreement and any other purpose permitted by this Agreement and in any format or medium, subject only to the applicable Privacy Policy and applicable law.

 

7. Acceptable Use

While using our Services, you agree you will not:

1. (a) Transfer or sell your Account, password, username, or identification to any other party 

2. (b) Use any other person’s Account for any reason, including to place Orders 

3. (c) Impersonate any person or entity 

4. (d) Stalk, threaten, or otherwise harass any person, or carry any weapons 

5. (e) Violate any law, statute, rule, permit, ordinance, or regulation 

6. (f) Post, email, upload, deploy, send, or otherwise make available (“Transmit”) any Content that is unlawful, harmful, threatening, abusive, harassing, hateful, violent, pornographic, defamatory, libelous, invasive of another’s privacy, harmful to minors in any way, or otherwise offensive 

7. (g) Transmit any Content that advertises any illegal service or the sale of any items which are prohibited by the laws of your state of location, or any other jurisdiction of your location 

8. (h) Access the Services using unauthorized means, unauthorized applications, or an unauthorized device; or Transmit any Content that attempts to gain unauthorized access to our computer systems, networks, servers, software, hardware, telecommunications equipment, or any other aspect of the Services or Outside Materials 

9. (i) Interfere with, disrupt, diminish the quality or performance of, or impair the functionality of the Services or transmit any Content designed to do the same 

10. (j) Surreptitiously intercept or expropriate any system, data, personal information, or any portion of the Services 

11. (k) Use the Services in any way that infringes our rights, an Outside Provider’s rights or any other third party’s rights, including intellectual property rights, copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy 

12. (l) Modify, adapt, translate, reverse engineer, decipher, decompile, or otherwise disassemble any portion of the Services or Outside Materials 

13. (m) Rentlease,lend,sell,redistribute,licenseorsublicensetheServicesoraccesstotheServices 

14. (n) Use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, crawl, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Services or its contents 

15. (o) Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Services 

16. (p) “Frame” or “mirror” any part of the Services without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other website for any purpose 

17. (q) Use the Services to design or develop a competitive or substantially similar product or service 

18. (r) Use the Services to copy or extract any features, functionality, or Content 

19. (s) Link directly or indirectly to any other websites 

(t) Discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation

 

8. Disclaimers, Limits on Liability & Indemnification

Our Services are provided ‘as is.’ We do not make, and cannot make, any representations about the content or features of our Services.

 

1. (a) Warranties. 

2. (i) Except as stated elsewhere in these Terms, the Services and all content are provided “as is” without warranty of any kind. To the fullest extent permitted by law, we disclaim all warranties, whether express or implied, including the warranties of merchantability, title, non-infringement of third parties’ rights, or fitness for a particular purpose. Further, Delivery Services and Orders placed for pickup at Retailers may be subject to limitations, delays, and other problems inherent in physical delivery, and neither we nor any Outside Providers are responsible for any delays, delivery failures, or other damages, liabilities, or losses resulting from such problems. 

3. (ii) We do not assess the suitability, legality or performance 

4. (iii) Use of the Services and the transmission of messages through the Services is done at your own discretion and risk. No advice or information, whether oral or written, obtained by you from us or through the Services will create any warranty that is not expressly stated in these Terms. 

5. (iv) Some jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you. To the extent permissible, any implied warranties that cannot be excluded are limited to ninety (90) days, or such longer period as applicable law requires. 

6. (b) Limitations of Liability. Except for the indemnity obligations stated below, to the fullest extent allowed by applicable law, under no circumstances and under no legal theory will either of us be liable to the other with respect to the subject matter of this Agreement for: 

7. (i) Any indirect, special, incidental, or consequential damages of any kind, or 

8. (ii) Any amount, in the aggregate, in excess of the greater of (1) $100 or (2) the amounts paid and/or payable by you to us for paid Services in the three-month period preceding the applicable claim. 

9. (iii) For clarity, this means we will not be liable for: loss of information, unauthorized access to or loss of Customer Data, Your Content or any other data, the cost of procuring alternative goods or services, internet failures, or our failure to provide technical or other support services. These limits apply to all claims, obligations and liabilities relating to this Agreement, even if we, our affiliates, licensors or suppliers are aware of the possibility that you may incur these damages, and even if these limited remedies fail of their essential purpose. In each case, however, these limitations apply only to the extent they are not prohibited by applicable law. 

10. (c) Indemnification. To the fullest extent allowed by applicable law, you agree to indemnify and hold harmless us, our affiliates, officers, agents, employees, and partners from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (i) your use of the Services and/or (ii) your violation of this Agreement or of law. In the event of such a claim, suit, or action, we 

will notify you using the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

 

9. Dispute Resolution.

In the event of a dispute, you and Company agree to try to resolve it informally first. If we can’t resolve it in 60 days, we agree to arbitrate the claim, instead of going to court. You may opt-out of arbitration within 30 days of agreeing to this Agreement, as described below.

You agree to resolve disputes with Company through binding arbitration, except as described in this section 9 (Arbitration Agreement”). The parties expressly waive the right to bring or participate in any kind of class, collective, or mass action, private attorney general action, or any other representative action. You may opt-out of this Arbitration Agreement, during the thirty (30) days after you first accept the Terms, under Section 9(k).

 

1. (a) Covered Disputes. You and Company agree that any dispute or claim between you and Company arising out of or relating to this Agreement or the Services (a “Dispute”) will be resolved by binding arbitration, rather than in court. A Dispute includes any claim or dispute relating to the Services, access and use thereof, your Account, or any aspects of your relationship or transactions with Company, as well as disputes that arose or involve facts occurring before the effectiveness of this Agreement as well as claims that may arise after the termination of this Agreement. 

2. (b) Exceptions to Arbitration. This Arbitration Agreement does not require arbitration of the following types of claims brought by either you or Company: 

3. (i) small claims court actions, if the requirements of the court are met and the claims are only on an individual basis; and 

4. (ii) claims pertaining to intellectual property rights, including trademarks, trade dress, domain names, trade secrets, copyrights and patents or proprietary information. 

5. (c) Informal Dispute Resolution First. Like you, we want to resolve Disputes without resorting to arbitration. If you have a Dispute with us, before initiating arbitration, you agree to mail an individualized request (“Pre-Arbitration Demand”) to legal@agoldenstate.com so that we can work together to resolve the Dispute. This Section 9(c) is a condition precedent to commencing arbitration, and that the arbitrator will dismiss any arbitration filed without fully and completely complying with these informal dispute resolution procedures. 

6. (i) A Pre-Arbitration Demand is only valid when it pertains to, and is on behalf of, a single individual. A Pre-Arbitration Demand brought on behalf of multiple individuals is invalid as to all. 

7. (ii) The Pre-Arbitration Demand must include: (i) your name, telephone number, mailing address, and email address associated with your account; (ii) the name, telephone number, mailing address and email address of your counsel, if any; (iii) a description of your Dispute; and (iv) your signature. 

8. (iii) Likewise, if Company has a Dispute with you, Company will send an email with its individualized Pre-Arbitration Demand, including the requirements listed above, to the email address associated with your Account. 

9. (iv) If the Dispute is not resolved within sixty (60) calendar days of when either you or Company submitted a Pre-Arbitration Demand, an arbitration can be brought. 

(v) This Section 9(c) does not apply to claims brought under the exception to arbitration in Section 9(b).

 

1. (d) Arbitration Procedure. If, after completing the informal process in Section 9(c), either you or Company wishes to initiate arbitration, the initiating party must serve the other party with a demand for arbitration. Any demand for arbitration by you will be sent to the Company address in Section 9(c). Company will send any arbitration demand to the email address associated with your Account or to your counsel, if any. You and Company agree that the Federal Arbitration Act (“FAA”) governs this Arbitration Agreement. If the FAA cannot apply, then the state laws governing arbitration procedures where you reside apply. 

2. (i) The arbitration will be administered by National Arbitration and Mediation (“NAM”) under its operative Comprehensive Dispute Resolution Rules and Procedures, available athttps://www.namadr.com/resources/rules-fees-forms https://www.namadr.com/resources/rules-fees-forms. This Agreement will govern to the extent it conflicts with the arbitration provider’s rules. If the applicable arbitration provider is not available to arbitrate, the parties will select an alternative arbitration provider. If the parties cannot agree on an appropriate alternative arbitration provider, the parties will ask a court of competent jurisdiction to appoint an arbitrator pursuant to 9 U.S.C. § 5. To the extent there is a dispute over which arbitration provider has jurisdiction, a NAM arbitrator will be appointed to resolve that dispute. 

3. (ii) Arbitration hearings will take place through videoconferencing by default, unless you and Company agree upon another location in writing. A single arbitrator will be appointed. The arbitrator may award damages, declaratory or injunctive relief, and recoverable costs. Any arbitration award may be enforced (such as through a judgment) in any court with jurisdiction. An arbitration award will have no preclusive effect in another arbitration or court proceeding involving Company and a different individual. The arbitrator will have the exclusive authority to resolve all threshold arbitrability issues, including whether this Agreement is applicable, unconscionable, or enforceable, as well as any defense to arbitration. However, a court has exclusive authority to rule on the Class Action Waiver in Section 9(f), including any claim that the section is unenforceable, illegal, void or voidable, or that it has been breached. 

4. (iii) If a request to proceed in small claims court (see Section 9(b)(i)), is made after an arbitration has been initiated, but before an arbitrator has been appointed, such arbitration will be administratively closed. Any controversy over the small claims court’s jurisdiction will be determined by the small claims court. If you or Company challenges the small claims court election in your Dispute, and a court of competent jurisdiction determines that the small claims court election is unenforceable, then such election will be severed from this Arbitration Agreement as to your Dispute. However, such court determination will have no preclusive effect in another arbitration or court proceeding involving Company and a different individual. 

5. (e) Jury Trial Waiver. You and Company hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. You and Company are instead electing that all Disputes will be resolved by arbitration under this Arbitration Agreement, except as specified in Section 9(b) above. Court review of an arbitration award is subject to very limited review. Discovery may be limited in arbitration, and procedures are more streamlined than in court. 

6. (f) Class Action Waiver. You and Company agree that, except as specified in Section 9(g) below, each of us may bring claims against the other only on an individual basis and not on a class, collective, representative, or mass action basis. 

(i) The parties hereby waive all rights to have any Dispute be brought, heard, administered, resolved, or arbitrated on a class, collective, representative, or mass action basis. Subject to this

Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief to the party’s individual claim.

(ii) Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides, in a final nonappealable decision, that the limitations of this Section 9(f) are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Company agree that that particular claim or request for relief (and only that particular claim or request for relief) will be severed from the arbitration and will be pursued in the courts specified in Section 10(f).

(g) Batch Proceedings. To increase the efficiency of administration and resolution of arbitrations, you and Company agree that if 25 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief), presented by or with the assistance or coordination of the same law firm(s) or organization(s), within a one hundred and eighty (180) day period (“Mass Filing”), the parties agree:

 

1. (i) to administer the Mass Filing in batches of 25 demands per batch (or less, if fewer than 25 remain) (“Batch Proceedings”) with only one batch filed, processed, and adjudicated at a time; 

2. (ii) to designate one arbitrator for each batch; 

3. (iii) to accept applicable fees, including any related fee reduction determined by NAM in its discretion; 

4. (iv) that no other demands for arbitration that are part of the Mass Filing may be filed, processed, or adjudicated until the prior batch of 25 is filed, processed, and adjudicated; 

5. (v) that fees associated with a demand for arbitration included in a Mass Filing, including fees owed by Company and the claimants, will only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and 

6. (vi) that the staged process of batched proceedings, with each set including 25 demands, will continue until each demand (including your demand) is adjudicated or otherwise resolved. 

7. (vii) Anystatutesoflimitation,includingtherequirementtofilewithinone(1)yearinSection9(j) below, will remain tolled while any arbitration demands are held in abeyance. While the Batch Proceedings are adjudicated, no other demand for arbitration that is part of the Mass Filing may be processed, administrated, or adjudicated, and no filing or other administrative costs for such a demand for arbitration will be due from either party to the arbitration provider. If, contrary to this provision, a party prematurely files an arbitration claim, the parties agree that the arbitration provider must hold those demands in abeyance. 

(viii)All parties agree that arbitration demands are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. Any party may request that the arbitration provider appoint a sole standing administrative arbitrator (“Administrative Arbitrator”) to determine threshold questions such as (1) whether the Batch Proceeding process is applicable or enforceable, (2) whether particular demand(s) are part of a Mass Filing, and (3) whether demands within a Mass Filing were filed in accordance with this Agreement, including Section 9(c). To expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree that the Administrative Arbitrator may provide and use any procedures necessary to resolve the dispute promptly. Company will pay the Administrative Arbitrator’s costs.

(ix) The parties will work in good faith with the arbitrator to complete each Batch Proceeding within one hundred and twenty (120) calendar days of its initial pre-hearing conference. The parties agree that the Batch Proceeding process is designed to achieve an overall faster, more efficient, and less costly mechanism for resolving Mass Filings.

(x) This Batch Proceedings provision will in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures, or authorizing class arbitration of any kind. Unless Company otherwise consents in writing, Company does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this Section 9(g).

 

1. (h) Settlement. At least ten (10) calendar days before the date set for the arbitration hearing, you or Company may serve a written offer of judgment upon the other party to allow judgment on specified terms. If the offer is accepted, the offer with proof of acceptance will be submitted to the arbitration provider, who will enter judgment accordingly. If the offer is not accepted before the arbitration hearing or within thirty (30) calendar days after it is made, whichever occurs first, it will be deemed withdrawn, and cannot serve as evidence in the arbitration. If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party will not recover their post-offer costs and will pay the offering party’s costs from the time of the offer. 

2. The parties agree that any disputes with respect to settlement offer(s) or offer(s) of judgment in a Mass Filing are to be resolved by a single arbitrator to the extent such offers contain the same material terms. For arbitrations involving represented parties, the represented parties’ attorneys agree to communicate individual offer(s) of judgment to each and every arbitration claimant or respondent to whom such offers are extended. For clarity, nothing in this Arbitration Agreement precludes or prevents either party from settling a Dispute in a class-wide, batch-wide or other multiparty agreement. 

3. (i) Arbitration Costs. Except as provided for in a Mass Filing under Section 9(g), your responsibility to pay any filing, administrative, and arbitrator costs will be solely as set forth in the applicable arbitration provider’s rules. 

4. (j) One-Year Filing Deadline. To the extent permitted by applicable Law, and notwithstanding any other statute of limitations, any claim or cause of action under this Agreement (with the exception of disputes under Section 9(b)(ii)) must be filed within one (1) year after such claim or cause of action arose. Otherwise, that claim or cause of action will be permanently barred. The statute of limitations and any arbitration cost deadlines remain tolled during the required informal process under Section 9(c) above. 

5. (k) Opt-Out. You may reject this Arbitration Agreement and opt out of arbitration by sending an email to opt-out@agoldenstate.com within thirty (30) calendar days of creating your Account. Your opt-out notice must be sent from the email address associated with your Account. No one may opt-out another person. Your notice to opt-out must include your first and last name, address, the email address associated with your Account, and a clear statement that you decline this Arbitration Agreement. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may enter into in the future with us. 

6. (l) Severability. Except as provided in Section 9(f) above, if any provision of this Arbitration Agreement is found to be illegal or unenforceable, then that provision will be severed. The remaining provisions will still apply and will be interpreted to achieve the closest possible intent to the original intent of this section, inclusive of the severed provision. 

10. Additional Provisions

 

1. (a) Feedback. Any comments, feedback, notes, messages, ideas, suggestions or other communications (collectively, “Feedback”) you send us are our exclusive property. By submitting Feedback, you assign any and all intellectual property rights in the Feedback to us. We may, but are not required to use, the Feedback, including any Proprietary Rights therein, for any purpose whatsoever, without any attribution, financial compensation, or reimbursement of any kind to you or any third party. 

2. (b) Marketing messages. If you provide us with your consent, we may send you marketing communications and other updates. You understand that you are not required to provide this consent as a condition of purchasing any Products or using the Services. You also understand that you may opt out of receiving messages from us at any time, such as by responding “STOP” to any of our text messages, clicking ‘unsubscribe’ in any of our emails or by contacting us. More information about marketing communications, consent and our use of your information is in the applicable Privacy Policy. 

3. (c) Injunctive Relief. You agree that a breach of these Terms will cause irreparable injury to us for which monetary damages would not be an adequate remedy and we shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages. 

4. (d) California Residents. California residents may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210. 

5. (e) Modifications of Services. We may change or discontinue any aspect, service or feature of the Services at any time, in our sole discretion. 

6. (f) Choice of Law. These are governed by and construed in accordance with the laws of the State of California, without resort to its conflict of law provisions. Subject to Section 8(c), you and we agree to only bring Disputes and any other claims in the state and federal courts located in Los Angeles, California. You and we agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms. 

7. (g) No Third-Party Beneficiaries. The parties agree there are no third-party beneficiaries intended under this Agreement. 

8. (h) No Joint Venture. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venturer of MSR Supply LLC, our affiliates or any Outside Provider. 

9. (i) Waiver. The failure of either party to exercise, in any way, any right herein does not waive any further rights hereunder. 

10. (j) Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that this Agreement shall otherwise remain in full force and effect and enforceable. 

11. (k) Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding between the parties as to its subject matter, and it supersedes and cancels all previous written and oral agreements, communications and other understandings relating thereto. 

12. (l) Force Majeure. In no event will we be liable to you, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under the Agreement, to the extent such failure or delay is caused by any circumstances beyond our reasonable control.