Terms of Use

Effective Date: July 16, 2026

Thank you for visiting the website(s) or app(s) of Porto’s Bakery, Inc. and its affiliates (“Porto’s,” “we” or “us”). These Terms and Conditions (“Terms”) apply to your use of our website(s) and app(s) that link to these Terms, including, without limitations, www.portosbakery.com www.portosbakeathome.com, and store.portosbakery.com, together your interaction with us related to the foregoing (collectively, the “Service”), including the texts, graphics, videos, images, materials, information, and other content made available therethrough (collectively, “Materials”).

IT IS IMPORTANT TO US THAT YOU, AND OUR OTHER VISITORS, ARE FULLY AWARE OF YOUR RESPECTIVE LEGAL RIGHTS AND OBLIGATIONS. FOR THAT REASON, WE HAVE CREATED THESE TERMS AS THE LEGALLY BINDING TERMS TO GOVERN YOUR USE OF THE SERVICE. PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE BECAUSE THEY CONTAIN AN ARBITRATION AGREEMENT REQUIRING THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ARBITRATION AND INCLUDE OTHER PROVISIONS AFFECTING YOUR LEGAL RIGHTS AND OBLIGATIONS.

1. You Accept These Terms.

IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, INCLUDING THE PRIVACY POLICY INCORPORATED HEREIN, PLEASE DO NOT USE THE SERVICE. BY USING THE SERVICE, YOU ARE AUTOMATICALLY AGREEING TO, AND SHOWING THAT YOU HAVE READ AND UNDERSTOOD, THESE TERMS. SOME AREAS OF THE SERVICE MAY BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS, WHICH YOU SHOULD READ CAREFULLY BEFORE MAKING ANY USE OF THOSE AREAS. SUCH ADDITIONAL TERMS ARE SUPPLEMENTAL TO THESE TERMS AND WILL NOT CHANGE OR REPLACE THESE TERMS REGARDING THE USE OF THE SERVICE, UNLESS OTHERWISE EXPRESSLY STATED.

2. Updates to Terms and the Service.

Please note that these Terms may be revised and reissued, prospectively, by posting updated Terms on the Service. All changes we make will be effective on the “Effective Date” on the updated Terms. You consent and agree to receive notices of updates of these Terms through our posting of updated Terms on the Service. You should visit this page regularly to review the current Terms. Your continued use of the Service will constitute your acceptance of any revisions. We also have the right, but not the obligation to, update, suspend, or terminate all or any part of the Service.

3. Legal Capacity and Eligibility to Use the Service.

The Service is offered only to adults in the United States. By using the Service, you represent and warrant that you are at least eighteen (18) years of age residing in the United States and have legal capacity to enter into the agreement set out in these Terms.

4. Your Account & Accuracy of Information You Give Us.

The Service may allow you to create an account or require you to provide certain registration details to access certain parts of the Service. Any information you provide in connection with your account or registration must be true, accurate, current, and complete, and you must promptly update such information to keep it true, accurate, current, and complete. You must not use anyone else’s account or registration information. You are entirely responsible for keeping your account and registration information confidential. You must let us know immediately in case of any unauthorized use of your account or any other breach of your account’s security. You may be liable for losses we or others incur from someone else using your account because you failed to keep your account and registration information secure. Porto’s will be entitled to monitor your username and password and, at its discretion, require you to change it.

5. Online Privacy Policy.

Your privacy is important to us. To help you better understand how we collect, use, disclose, and otherwise process your information, we provide a notice explaining our information practices and the choices you may have about the way your information is collected and used through the Service. Click here to view our Privacy Policy, which forms part of these Terms.

6. License and Restrictions.

Subject to these Terms, we grant you a limited, non-exclusive, personal, freely revocable, non-transferable, and non-sublicensable license to access and use the Service. The Service, including the selection, assembly, and arrangement of any elements comprising the Materials, are protected by copyrights, patents, trademarks, trade secrets or other proprietary rights (collectively, “Copyrights”) under intellectual property laws and international treatises. Title, ownership rights, and intellectual property rights to the Service will remain in and with us, our licensors, or our or our licensors’ assigns. All trademarks, service marks, trade names, trade dress, logos, designs, and sounds associated with the Service are owned or licensed by us. These Terms strictly prohibit you from using any of our intellectual property except as expressly provided in these Terms. We reserve all rights except as expressly granted in these Terms. We will enforce our intellectual property rights to the fullest extent of the law.

7. Your Use of the Service.

You acknowledge and agree that we (or our licensors) are providing the Service under limited license to you and not selling any portions of the Service to you. Your right to make use of the Service is subject to your compliance with these Terms.

You may use the Service only for lawful purposes and in accordance with these Terms and applicable law. Without limiting the generality of the foregoing, you may not:

1. Use the Service in any way that violates any applicable federal, state, local, or international law or regulation.
2. Use any Materials on any other website or networked computer environment.
3. Decompile, reverse engineer, disassemble, or otherwise reduce the code used in any software on the Service into a readable form in order to examine the construction of such software and/or to copy or create other products based (in whole or in part) on such software.
4. Send, create, or reply to so-called “mailbombs” (i.e., emailing copies of a single message to many users, or sending large or multiple files or messages to a single user with malicious intent) or engage in “spamming” (i.e., unsolicited emailing for business or other purposes) or undertake any activity which may adversely affect the operation or enjoyment of the Service by any other person, including placing malware on the Service.
5. Copy, modify, reproduce, sell, resell, lease, rent, exchange, archive, create derivative works of, publish, publicly perform, display, disseminate, or otherwise distribute, broadcast, retransmit, circulate, transfer, or otherwise use or exploit the Service in any way not specifically permitted by these Terms or our prior, express, written consent.
6. Obscure or modify any copyright, trademark, or any other intellectual property notice on the Service.
7. Compromise security or tamper with system resources and/or accounts, or use or distribute tools designed for compromising security (e.g., password guessing programs, cracking tools, malware, or network probing tools).
8. Monitor, gather, copy, or distribute the Service by using any robot, “bot,” spider, scraper, crawler, spyware, engine, or any other automatic device, utility, or manual process.
9. Use the Service for the maintenance, improvement, or development of any software program, including, without limitations, training machine learning or artificial intelligence systems.
10. Use the Service to impersonate or attempt to impersonate us, our employees, another user, or any other person or entity.
11. Use the Service in any way that could disable, overburden, damage, or impair the Service.
12. Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
13. Otherwise attempt to interfere with the proper working of the Service.

8. Porto’s Mobile App.

In order to use the Service made available through the Porto’s app (the “App”), you must have a compatible mobile device. Porto’s does not warrant that the App will be compatible with your mobile device. The App may automatically download and install updates from time to time or require the downloading and installation of updates or new versions for continued use. You acknowledge that in some instances, updates and/or new versions may reduce or remove features and functionality in prior versions of the App.

The App is “commercial product” consisting of “commercial computer software” and “commercial computer software documentation” as such terms are defined in 48 C.F.R. § 2.101. If you are an agency of the U.S. Government or its contractor, you receive only those rights with respect to the App as are granted to all other users of the App under this Agreement.

9. Online Ordering.

We may provide you with the ability to order certain Porto’s products (“Products”) online from select Porto’s restaurants. These Terms apply only to orders placed through the Service (including catering orders). Ordering may not be available through the Service for all restaurant locations, and some restaurants do not sell all Products. Images of Products on the Service may not be identical to what is available or that you may receive from an individual restaurant.

You are responsible for payment of your order by means of a payment option made available through the Service at the time of ordering. Before you submit an order, you must provide a valid form of accepted payment to use with your order. You understand that Porto’s reserves the right to change the prices displayed through the Service and applicable fees or surcharges at any time. All applicable fees, charges, and taxes will be displayed to you during the purchase process; it is your responsibility to review them prior to purchase. By submitting an order to purchase a Product, you accept all such fees, charges, and taxes. Your designated payment method will be charged at the time of purchase for all such fees, charges, and taxes. By purchasing a Product, you authorize and accept all such amounts. You agree that we may re-submit a transaction for processing one or more times if the transaction for the Product is declined or returned. We may delay or decline payment processing of suspicious transactions or transactions that may involve fraud, misconduct or violation of applicable law, these Terms, or other applicable policies, as determined at our sole and absolute discretion.

Our Products are non-refundable and non-returnable unless expressly provided otherwise at the time of checkout. Notwithstanding the foregoing, in the unlikely event you have any reason to believe that any Product you receive is not suitable for consumption, you must contact us via bakeathome@portosbakery.com within 48 hours or receipt. Depending on the circumstances, we may, in our sole and absolute discretion, replace any Product at our expense or provide you with a full or partial refund of the purchase price for the Product.

Delivery or pick-up times provided for delivery or pick-up orders are estimates provided for convenience only and are subject to change based on a number of factors. We are not responsible for inaccurate delivery or pick-up time estimates or late deliveries or pick-ups.

You are responsible for inspecting all Products for any damage or other issues upon delivery. In addition, you are solely responsible for determining the freshness of the Products you receive. To maintain the quality and integrity of the Products, we recommend that you immediately refrigerate all perishable Products upon delivery and follow the U.S. Department of Agriculture’s (“USDA”) instructions on refrigeration and food safety, which can be found here. From the time of delivery, the condition and consumption of the Products are solely at your risk, and you are solely responsible for the proper and safe washing, handling, preparation, storage, cooking, use, and consumption of the Products following delivery. We recommend that all cooking instructions be followed and that you use a food thermometer to ensure that all meat, poultry, and other applicable items are cooked to the USDA’s recommended internal temperatures, which can be found here. Failure to follow safe food handling practices and temperature recommendations may increase the risk of foodborne illness. In addition, pregnant women, young children, the elderly, and individuals with compromised immune systems should follow the USDA’s recommendations on food consumption for at-risk groups, which can be found here.

You are not permitted to resell or otherwise use the Products for commercial purposes.

10. Feedback.

Porto’s is interested in hearing from you regarding your comments, feedback or input about our Products and Service (“Feedback”). With respect to any Feedback you provide to Porto’s, you (and your successors and assigns) hereby grant to the Porto’s Group a worldwide, transferable, sublicensable, non-exclusive, perpetual, irrevocable, royalty-free, fully paid up license: (a) to make, have made, use, display, copy, perform, modify, and create derivative works of, the Feedback; (b) to sell, offer to sell, supply or otherwise distribute (through multiple tiers of distribution) the whole or any part of the Feedback (and derivative works thereof) as part of the Porto’s Group products and services; (c) to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties, and (d) to import and otherwise exploit such Feedback for any purpose whatsoever.

11. DMCA Notice.

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. Copyright Law. If you believe in good faith that any materials available through the Service infringe your copyright, you (or your agent) should send us a notice requesting that we remove them or block access to them. If you believe in good faith that someone has wrongly submitted a notice to us under this Section 11, then you should send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements the DMCA imposes. Please visit https://www.copyright.gov/ for details.

12. Product Specifications.

We endeavor to describe the Products and Service we offer accurately. However, we do not warrant that Product specifications, pricing, or other Materials on the Service are complete, accurate, reliable, current, or error-free. In the event of any errors relating to the pricing or specifications, Porto’s shall have the right to refuse or cancel any orders in its sole discretion. If we charged your credit card or other account prior to our cancelling of your order, we will issue a credit to the same account used for your order in the amount of the charge. Additional terms may apply.

Additionally, the Service may include Materials that third parties provide. All statements or opinions that third parties express are solely the opinions and the responsibility of the person or entity providing those statements or opinions. These third-party Materials do not necessarily reflect our opinion, and we are not responsible or liable to you or any third party, for the content or accuracy of any Materials that third parties provide.

13. Investigations.

Porto’s reserves the right to investigate suspected violations of these Terms, including without limitation any violation arising from any submission or emails you make or send. Porto’s may block, suspend, or terminate any users whose conduct is under investigation and/or may remove any material that is suspected of violation these Terms from its servers, without notice, as it deems appropriate in its sole discretion. If Porto’s believes, in its sole discretion, that a violation of these Terms has occurred, it may warn users, block or suspend users and passwords, terminate accounts, terminate access to the Service, or take other corrective action it deems appropriate. Porto’s will fully cooperate with any law enforcement authorities or court order requesting or directing Porto’s to disclose the identity of anyone believed to have violated these Terms.

Your violation or threatened violation of these Terms constitutes an unlawful and unfair business practice and will cause irreparable and unquantifiable harm to us, where monetary damages will be inadequate. You consent to our obtaining any injunctive or equitable relief, in addition to any other remedies we may have.

14. Service.

In order to use the Service, you must obtain access to the World Wide Web and possibly pay any service fee associated with that access. You will need to provide all equipment necessary to connect to the Service on the World Wide Web (including a computer, modem, mobile device, tablet, and/or other access devices).

15. Reservation of Rights.

Porto’s reserves the right to modify or discontinue, temporarily or permanently, all or any part of this Service and/or any Products, with or without notice and/or to establish general guidelines and limitations on their use.

16. Local Regulations.

Porto’s makes no representation that the Service or Products made available through the Service are appropriate or available for use outside the United States, its territories, possessions, and protectorates. If you choose to access the Service from other locations, you do so on your own initiative and at your own risk. Porto’s reserves the right to limit, in its sole discretion, the provision of the Service to any person or geographic area.

You are responsible for complying with local laws, if and to the extent local laws are applicable. You specifically agree to comply with all applicable laws concerning the transmission of technical data exported from the United States or the country you reside in. You may not use or export the Service in violation of U.S. export laws and regulations. You may not, directly or indirectly, export, re-export, or release the Service to, or make the Service accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.

17. Third-Party Sites.

The Service may link you to other sites (“Linked Sites”) on the Internet, including our payment and job search partners. You acknowledge that (whether or not such Linked Sites are affiliated in any way with Porto’s) Porto’s is not responsible for the accuracy, copyright compliance, privacy compliance, legality, decency, or any other aspect of the content of such Linked Sites. The inclusion of such a link does not imply endorsement of any Linked Site by Porto’s or any association with its operators. If you decide to visit any Linked Sites, you do so at your own risk.

18. Disclaimer of Warranties.

YOUR USE OF THE SERVICE AND PRODUCTS (DEFINED BELOW) IS AT YOUR OWN RISK. THE SERVICE, INCLUDING THE MATERIALS, AND PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USE AND NON-INFRINGEMENT. PORTO’S DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVERS THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PORTO’S DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE, INCLUDING THE MATERIALS, OR ANY WEBSITES LINKED TO THE SERVICE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. PORTO’S MAKES NO WARRANTIES THAT YOUR USE OF THE SERVICE, INCLUDING THE MATERIALS, WILL NOT INFRINGE THE RIGHTS OF OTHERS, AND PORTO’S ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH SERVICE, INCLUDING THE MATERIALS. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE FOREGOING WARRANTIES TO APPLY TO YOU, THE FOREGOING EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

19. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PORTO’S AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS, VENDORS, AGENTS, SUBCONTRACTORS, REPRESENTATIVES, LICENSORS, OR PARTNERS (COLLECTIVELY, THE “PORTO’S GROUP”) DISCLAIM ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR OTHERWISE), INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, PAIN AND SUFFERING, AND EMOTIONAL DISTRESS, RESULTING FROM ANY USE OF, OR INABILITY TO USE, THE SERVICE, INCLUDING THE MATERIALS, AND PRODUCTS (DEFINED BELOW) PURCHASED THROUGH THE SERVICE, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF THE PORTO’S GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN ANY CASE, THE COLLECTIVE LIABILITY OF THE PORTO’S GROUP UNDER ANY PROVISION OF THESE TERMS SHALL NOT EXCEED THE GREATER OF $100.00 OR THE TOTAL AMOUNTS PAID OR PAYABLE BY YOU TO PORTO’S UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.IF YOU ARE DISSATISFIED WITH THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE OF THE SERVICE. IF APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OF SOME OF THE FOREGOING DAMAGES TO APPLY TO YOU, THE FOREGOING LIMITATION WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

20. Indemnification.

YOU UNDERSTAND THAT YOU ARE PERSONALLY RESPONSIBLE FOR YOUR BEHAVIOR WHILE ON THE SERVICE AND AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE PORTO’S GROUP FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, COSTS, PENALTIES, FEES, OR OTHER EXPENSES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ACTUAL ATTORNEYS’ FEES) THAT THE PORTO’S GROUP MAY INCUR IN CONNECTION WITH ANY THIRD-PARTY CLAIM RELATED TO, ARISING OUT OF, OR IN CONNECTION WITH (DIRECTLY OR INDIRECTLY) YOUR USE OF THE SERVICE, INCLUDING PRODUCTS (DEFINED BELOW) PURCHASED THROUGH THE SERVICE, OR YOUR VIOLATION OF THESE TERMS OR THE RIGHTS OF ANY THIRD PARTY IN CONNECTION WITH YOUR USE OF THE SERVICE.

21. Dispute Resolution; Binding Arbitration; No Class Relief.

YOU SHOULD REVIEW THIS PROVISION CAREFULLY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS EXCEPT FOR MATTERS THAT YOU FILE IN SMALL CLAIMS COURT IN THE STATE OR MUNICIPALITY OF YOUR RESIDENCE WITHIN THE JURISDICTIONAL LIMITS OF THE SMALL CLAIMS COURT AND AS LONG AS SUCH MATTER IS ONLY PENDING IN THAT COURT AND IS NOT REMOVED OR APPEALED TO A COURT OF GENERAL JURISDICTION AND ADVANCES ONLY ON AN INDIVIDUAL, NON-CLASS ACTION, BASIS. ANY DISPUTE OVER WHETHER CLAIMS QUALIFY FOR SMALL CLAIMS COURT IS FOR THE SMALL CLAIMS COURT TO DECIDE IN THE FIRST INSTANCE AND, IF NECESSARY, FOR A COURT OF COMPETENT JURISDICTION TO DECIDE. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT THE ARBITRATION PROCEDURES MAY BE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. IN ARBITRATION, THERE IS NO JUDGE OR JURY, AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT. AN ARBITRATOR’S DECISION IS AS ENFORCEABLE AS ANY COURT ORDER AND IS SUBJECT TO VERY LIMITED REVIEW BY A COURT. YOU EXPRESSLY AGREE TO THIS PROVISION AS A CONDITION OF ACCESSING OR USING THE SERVICE.

YOU AND PORTO’S AGREE THAT THESE TERMS AFFECT INTERSTATE COMMERCE AND THAT THE FEDERAL ARBITRATION ACT (“FAA”), 9 U.S.C. § 1 ET SEQ., AND FEDERAL ARBITRATION LAW APPLY TO THIS SECTION 21 AND GOVERN ALL QUESTIONS AS TO WHETHER A DISPUTE IS SUBJECT TO ARBITRATION.

FOR PURPOSES OF THIS SECTION 21, “DISPUTE” SHALL INCLUDE, WITHOUT LIMITATION, ANY CLAIMS OR CONTROVERSIES BETWEEN YOU AND PORTO’S THAT ARE RELATED IN ANY WAY TO THESE TERMS, INCLUDING, BUT NOT LIMITED TO, YOUR USE OF THE SERVICE OR ANY COMMUNICATIONS BETWEEN YOU AND PORTO’S, WHETHER OCCURRING ON THE SERVICE OR OTHERWISE, EVEN IF THE DISPUTE ARISES AFTER THE TERMINATION OF YOUR RELATIONSHIP WITH US. “DISPUTE” ALSO INCLUDES, WITHOUT LIMITATION, CLAIMS THAT: (I) YOU BRING AGAINST US; (II) WE BRING AGAINST YOU; (III) IN ANY WAY RELATE TO OR ARISE OUT OF ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND US, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, ADVERTISING CLAIMS, OR ANY OTHER LEGAL THEORY; (IV) AROSE BEFORE YOU ENTERED INTO THESE TERMS OR OUT OF A PRIOR AGREEMENT WITH US (INCLUDING, WITHOUT LIMITATION, CLAIMS RELATING TO ADVERTISING); (V) ARE SUBJECT TO ONGOING LITIGATION WHERE YOU ARE NOT A PARTY OR A MEMBER OF A CERTIFIED CLASS; OR (VI) ARISE AFTER THE TERMINATION OF THESE TERMS.

“DISPUTE,” HOWEVER, DOES NOT INCLUDE DISAGREEMENTS OR CLAIMS CONCERNING PATENTS, COPYRIGHTS, TRADEMARKS, AND TRADE SECRETS, AND CLAIMS OF PIRACY OR UNAUTHORIZED USE OF INTELLECTUAL PROPERTY OR CLAIMS FOR PERSONAL BODILY INJURY, WHICH SHALL NOT BE SUBJECT TO ARBITRATION OR THE NOTICE AND INFORMAL PROCESS DESCRIBED BELOW.

THE ARBITRATOR SHALL DECIDE ALL ISSUES EXCEPT FOR: (I) THOSE THAT ARE SPECIFICALLY RESERVED FOR A COURT HEREIN; (II) THOSE ISSUES RELATING TO THE SCOPE, VALIDITY, AND ENFORCEABILITY OF THIS SECTION 21; (III) ANY ISSUES ARISING FROM OR RELATING TO THE ARBITRABILITY OF ANY DISPUTE; AND (IV) WHETHER THE ARBITRATION ADMINISTRATOR CANNOT OR WILL NOT ADMINISTER THE ARBITRATION IN ACCORDANCE WITH THIS SECTION 21, ALL OF WHICH ARE FOR A COURT OF COMPETENT JURISDICTION TO DECIDE. THIS SECTION 21 DOES NOT PREVENT YOU FROM BRINGING YOUR DISPUTE TO THE ATTENTION OF ANY FEDERAL, STATE, OR LOCAL GOVERNMENT AGENCY.

(a) Mandatory Pre-Arbitration Informal Dispute Resolution.

For any Dispute, you and Porto’s agree to engage cooperatively to try to resolve such Dispute informally prior to initiating an arbitration proceeding. You or we must first send a written notice to the other party providing (i) a detailed description of the Dispute; (ii) your or our name and contact information (address, telephone number, email address, and account number if applicable); (iii) sufficient information to enable you or us to identify any transaction at issue (including any receipts or purchase details); and (iv) a detailed description of: (A) the nature and basis of the Dispute and any claims; and (B) the nature and basis of the relief sought (including a detailed calculation of any damages). Your notice to us must be personally signed by you (and your attorney if you are represented by legal counsel). Our notice to you must be personally signed by our representative (and our attorney if we are represented by legal counsel). Your notice to us must be sent to Porto’s Bakery, ATTN: Legal Department, 6100 South Malt Ave, Commerce, California 90040. Our notice to you must be sent to the most recent contact information you have provided to us.

For a period of sixty (60) days from the date of receipt of a completed notice from the other party, you and we will work together using reasonable efforts to try to resolve the Dispute. If requested by us in connection with a notice initiated by you, you agree to personally participate in an individualized telephone settlement conference (and if you are represented by an attorney, your attorney may also participate) to discuss a potential early resolution of the matter. If requested by you in connection with a notice initiated by us, we agree to have our representative personally participate in an individualized telephone settlement conference (and if we are represented by an attorney, our attorney may also participate). If the Dispute is not resolved within this sixty (60) day period (which can be extended by agreement of the parties), you or we may commence arbitration consistent with the process set forth below.

Compliance with this informal dispute resolution process is mandatory and a condition precedent to initiating arbitration. Any applicable limitations period (including statutes of limitations) shall be tolled while the parties engage in this informal dispute resolution process. If the sufficiency of a notice or compliance with this informal dispute resolution process is at issue, such issue may be raised with and decided by a court of competent jurisdiction at either party’s election, and the parties agree that any arbitration shall be stayed pending resolution of the issue. The court shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of a demand for arbitration. You or we may also elect to raise non-compliance with this informal dispute resolution process and seek relief in arbitration.

(b) Arbitration Rules and Procedures.

Subject to the pre-arbitration requirements above, to begin an arbitration proceeding, you must send an arbitration demand to the American Arbitration Association (“AAA”) with a copy to Porto’s at Porto’s Bakery, ATTN: Legal Department, 6100 South Malt Ave, Commerce, California 90040, or we must send an arbitration demand to the AAA with a copy sent to you at the most current address we have on file. The arbitration demand must be accompanied by a certification of completion of the informal dispute resolution process described above and a copy of the notice. The arbitration demand and certification must be personally signed by you and your attorney, if you are represented by legal counsel (if you are initiating arbitration) or by us or our attorney, if we are represented by legal counsel (if we are initiating arbitration).

By filing the arbitration demand, the party and its attorney initiating the arbitration represent that, to the best of their information, knowledge, and belief formed after a reasonable inquiry: (i) the arbitration demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims or other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after reasonable opportunity for further investigation or discovery. The arbitrator is expressly authorized to impose any sanctions available under Federal Rule of Civil Procedure 11 on represented parties and their counsel.

All Disputes shall be resolved individually and exclusively by final and binding arbitration administered by the AAA and conducted before a single arbitrator, all pursuant to the AAA Commercial Arbitration Rules as supplemented by AAA’s Supplementary Procedures for Consumer-Related disputes (collectively, the “AAA Rules”). For more information on the AAA, the AAA Rules, or the process for filing an arbitration claim, you may call the AAA at (800) 778-7879 or visit the AAA website at http://www.adr.org. If the AAA is unavailable or unwilling to administer the arbitration consistent with the AAA Rules as modified by this Section 21, the parties shall agree on an administrator that will do so. If the parties cannot agree on an administrator, they shall jointly petition a court of competent jurisdiction to appoint an administrator that will administer the arbitration consistent with the AAA Rules as modified by this Section 21.

You and the Porto’s Group agree to the following with respect to Disputes:

1. ANY CLAIM MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
2. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; ADDITIONALLY, YOU AND WE AGREE THAT THE ARBITRATOR MAY AWARD INDIVIDUAL RELIEF AVAILABLE IN COURT ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S PARTICULAR CLAIM. THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE CLASS ACTION WAIVER PROVISIONS. IF, FOR ANY REASON, A COURT OF COMPETENT JURISDICTION HOLDS THAT THE RESTRICTIONS IN ITEMS (a) OR (b) ABOVE ARE UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF (SUCH AS A REQUEST FOR PUBLIC INJUNCTIVE RELIEF), AND ALL APPEALS FROM THAT DECISION HAVE BEEN EXHAUSTED (OR THE DECISION IS OTHERWISE FINAL), THE PARTIES AGREE THAT THE PARTICULAR CLAIM OR REQUEST FOR RELIEF MAY PROCEED IN A COURT OF COMPETENT JURISDICTION BUT SHALL BE STAYED PENDING ARBITRATION OF ALL REMAINING CLAIMS AND REQUESTS FOR RELIEF.
3. The arbitration will be held at a location in Los Angeles County, California unless you and we both agree to another location; you may choose to have the arbitration conducted by phone, video, or in-person hearing, or through written submissions, except any Dispute seeking $25,000 or more or injunctive relief shall have an in-person or video hearing; you and we reserve the right to request a hearing on any matter from the arbitrator; you and we agree that you and our representative will personally appear at any hearing (along with your and our respective legal counsel, if the parties are represented by counsel).
4. Payment of all arbitration fees will be governed by the AAA Rules. Notwithstanding the foregoing, the arbitrator may issue an award pursuant to Federal Rules of Civil Procedure 11 and 68 as referenced in this Section 21; we will consider a request to reimburse the consumer filing fee upon a demonstration of hardship. You and we agree that the parties have a shared interest in reducing the fees and costs and increasing the efficiencies associated with arbitration. Therefore, you or we may elect to engage with the AAA regarding fees, and you and we agree that the parties (and your and our counsel, if you and we are represented) will work together in good faith to ensure that arbitration remains cost-effective for all parties.
5. The arbitration will be conducted by a single arbitrator who will apply these Terms as a court would and will adjudicate any Dispute according to applicable law and facts based upon the record only; the arbitrator shall issue a reasoned written award.
6. The arbitrator will honor claims of privilege and privacy recognized at law.
7. The arbitration will be confidential, and neither you nor we may disclose the existence, content, or results of any arbitration, except as may be required by applicable law or for purposes of enforcement of the arbitration award.
8. The arbitrator may award any individual relief or individual remedies that are expressly permitted by applicable law (including, without limitation, damages, declaratory, injunctive, or other equitable relief); provided that the arbitrator may not issue a “public injunction.”
9. Each party will pay its own attorneys’ fees and expenses, unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses and the arbitrator awards such attorneys’ fees and expenses to the prevailing party, and, in such instance, the fees and costs awarded will be determined by the applicable law. The cost-shifting provisions of Federal Rule of Civil Procedure 68 shall apply and be awarded by the arbitrator if required by the Rule.

The arbitration award shall have no preclusive effect in any other arbitration or proceeding that does not involve you and us. An award that has been satisfied may not be entered in court.

(c) Additional Procedures for Mass Filings.

You and we agree that the following procedures (in addition to all others provided in this Section 21) shall also apply if you choose to participate in a “Mass Filing” (defined below). If twenty-five (25) or more similar Disputes (including yours) are asserted against us by the same or coordinated counsel or are otherwise coordinated (“Mass Filing”), consistent with the definition and criteria of Mass Filing set forth in the AAA Rules, you understand and agree that by choosing to be part of a Mass Filing, these additional procedures shall apply, and the resolution of your Dispute might be delayed and ultimately proceed in court if not resolved through the process set forth below. The parties agree that throughout this process, their counsel shall meet and confer in an effort to informally resolve the Disputes, streamline procedures, address the informal exchange of information, modify the number of Disputes to be adjudicated, and promote efficiency, conservation of resources, and the resolution of claims.

If your claim is part of a Mass Filing, any applicable limitations periods (including statutes of limitations) shall be tolled for your Dispute from the time that the Mass Filing is first submitted to the AAA until your Dispute proceeds in arbitration or is settled, withdrawn, otherwise resolved, or opted out of arbitration pursuant to this Section 21.

STAGE ONE: Counsel for the claimants and counsel for us shall each select twenty-five (25) claims per side (fifty (50) claims total) to proceed as cases in individual arbitration proceedings as part of an initial staged process. Alternatively, either side’s counsel may elect to have their twenty-five (25) cases selected randomly. The number of Disputes to be selected to proceed as part of this initial staged process can be increased by agreement of counsel for the parties (and if there are fewer than one hundred (100) Disputes, all shall proceed individually in Stage One). Each of the fifty (50) (or fewer) cases shall be assigned to a different arbitrator and proceed in individual arbitrations. If a case is withdrawn without the consent of both parties, then another Dispute shall be selected consistent with the selection process referenced above to proceed as part of this Stage One. The remaining Disputes shall not be filed or deemed filed in arbitration, nor shall any administrative fees be assessed or collected in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of a staged process. If, after this initial set of proceedings, the parties are unable to informally resolve the remaining Disputes, they shall participate in a global mediation session with a retired federal or state court judge to be jointly selected by counsel for the parties in an effort to resolve the remaining Disputes (as informed by the adjudications of cases in Stage One), and we shall pay the mediator’s fee.

STAGE TWO: If the remaining Disputes have not been resolved at the conclusion of Stage One, counsel for the claimants and counsel for us shall each select fifty (50) Disputes per side (one hundred (100) claims total) to be filed and to proceed as cases in individual arbitrations as part of a second staged process, subject to any procedural changes the parties agree to in writing following mediation or through continuing, good faith discussions. Alternatively, either side’s counsel may elect to have their fifty (50) Disputes selected randomly. The number of Disputes to be selected to proceed as part of this second staged process can be increased by agreement of counsel for the parties (and if there are fewer than two hundred (200) Disputes, all shall proceed individually in Stage Two). No more than three (3) cases may be assigned to a single arbitrator to proceed individually unless the parties agree otherwise. If a case is withdrawn without the consent of both parties, then another Dispute shall be selected consistent with the selection process referenced above to proceed as part of this Stage Two. The remaining Disputes shall not be filed or deemed filed in arbitration, nor shall any administrative fees be assessed or collected in connection with those claims. After this second set of staged proceedings is completed, the parties shall engage in a global mediation session of all remaining Disputes with a retired federal or state court judge to be jointly selected by counsel for the parties in an effort to resolve the remaining Disputes (as informed by the adjudications of cases in Stages One and Two), and we shall again pay the mediator’s fee.

Upon the completion of the global mediation session set forth in Stage Two, each remaining Dispute (if any) that is not settled or not withdrawn shall be opted out of arbitration and may only proceed in a court of competent jurisdiction consistent with these Terms. Notwithstanding the foregoing, counsel for the parties may mutually agree in writing to proceed with the adjudication of the remaining Disputes in individual arbitration proceedings consistent with the process set forth in Stage Two (except Disputes shall be randomly selected and mediation shall be elective by agreement of counsel for the parties) or through another mutually agreeable process. A court of competent jurisdiction shall have the authority to enforce this Mass Filing provision, including by enjoining the Mass Filing, and the prosecution or administration of arbitrations.

This Mass Filing provision and each of its requirements are essential parts of this Section 21. If, after exhaustion of all appeals, a court of competent jurisdiction decides that this Mass Filing provision applies to your Dispute and is not enforceable, then your Dispute shall not proceed in arbitration and shall only proceed in a court of competent jurisdiction consistent with the remainder of these Terms.

(c) Waiver of Jury Trial and Class Action.

ANY RIGHT TO A TRIAL BY JURY, WHETHER ON AN INDIVIDUAL OR A CLASS BASIS, IS HEREBY WAIVED TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW. YOU AND WE ALSO WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN ARBITRATION OR IN LITIGATION IN COURT. NOTWITHSTANDING THE FOREGOING, THE PARTIES RETAIN THE RIGHT TO PARTICIPATE IN A CLASS-WIDE SETTLEMENT.

(d) Opt-Out.

You have the right to opt out of arbitration by sending your personally signed, written notice of your decision to opt out to legal@portosbakery.com within sixty (60) days of the first time you agreed to terms with us that included an arbitration agreement. You must include: (i) your name and residential address; (ii) the email address and/or telephone number associated with your account; and (iii) a clear statement that you want to opt out of arbitration and seek to have any Dispute addressed in a court of competent jurisdiction consistent with these Terms. By opting out of arbitration, all other provisions in these Terms, including the class action waiver and jury trial waiver, remain in effect to the fullest extent permissible by applicable law.

This Section 21 will survive termination of these Terms or your right to access or use the Service. Except as specifically provided in this Section 21 (such as in the Mass Filing provision above), if any part of this Section 21 is deemed by a court of competent jurisdiction to be invalid, unenforceable, or illegal, or otherwise conflicts with the AAA Rules, then such specific part shall be of no force and effect and shall be severed, and the remainder of this Section 21 will remain in full force and effect.

(e) Future Changes.

If we make any future changes to this Section 21 (other than a change to our contact information), you may reject any such change by sending your personally signed, written notice to legal@portosbakery.com within thirty (30) days of the change. Such written notice does not constitute an opt-out of arbitration altogether. By rejecting any future change, you are agreeing that you will arbitrate any Dispute between you and us in accordance with this version of this Section 21.

(f) Jurisdiction.

If for any reason a Dispute proceeds in court rather than in arbitration, the Dispute will be exclusively brought in the state and federal courts in Los Angeles County, California, and you and we hereby irrevocably submit to the exclusive personal jurisdiction and venue of such courts and covenant and agree that such state and federal courts are not an inconvenient forum.

Any claim or cause of action you may have with respect to the Service, including without limitation your ability to access or use the Service, must be commenced within one (1) year after the claim or cause of action arose.

22. Choice of Law.

With the exception of Section 21, which will be construed in accordance with the FAA, these Terms shall be governed by, construed and enforced in accordance with the laws of the State of California, as they are applied to agreements entered into and to be performed entirely within California, without giving effect or regard to any principles or doctrines of conflicts of law.

23. Notice for California Users.

Under California Civil Code Section 1789.3, California users of the Service 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 in writing at 1625 North Market Boulevard, Suite N112., Sacramento, California 95814, or by telephone at (800) 952-5210.

24. How to Contact Us.

The Service is controlled and operated by Porto’s located at 6100 South Malt Ave, Commerce, California 90040 . Please forward any questions, comments or complaints about the Service to contactus@portosbakery.com.

25. General.

If any provisions of these Terms are adjudged, by written decision, to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between you and Porto’s relating to the matters contained here and the Service.

Notwithstanding anything else in these Terms, no default, cancellation, delay, postponement, or failure to perform on our part will be considered a breach of these Terms, or impose any liability otherwise on us, if such default, cancellation, delay, or failure to perform is due to any event beyond our reasonable control, including an act of God, war, insurrection, riot, civil disturbance, terrorism, fire, explosion, earthquake, flood, weather, theft of essential equipment, malicious damage, strike, lock out, third-party injunction, national defense requirements, restriction of entry to the United States or any subdivision thereof, public health emergency (including epidemics and/or pandemics), and acts or regulations of national or local governments.

You may not transfer, sublicense, or otherwise assign these Terms, including the license granted under these Terms, without our prior written consent.

Either your or our failure to assert a right or provision under these Terms will not constitute a waiver of that right or provision. Any waiver by of a right or provision under these Terms on one occasion is effective only in that instance and does not operate as a waiver on any subsequent occasion.

The preamble and Sections 1, 2, 4, 5, 7, 8, 10, 11, 12, 13, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, and 25 will remain in effect even after your access to the Service is terminated, or your use of the Service or Materials ends.

SMS/MMS MOBILE MESSAGE MARKETING PROGRAM TERMS AND CONDITIONS

Porto’s Bakery, Inc. (hereinafter, “We,” “Us,” “Our”) is offering a mobile messaging program (the “Program”), which you agree to use and participate in subject to these Mobile Messaging Terms and Conditions (the “Agreement”) and Privacy Policy. By opting in to or participating in the Program, you accept and agree to these terms and conditions, and acknowledge and agree that the Porto’s Terms and Conditions are incorporated into, and become part of, this Agreement. This Agreement contains an arbitration agreement, jury and class action waivers, limitations of Porto’s liability and other provisions that affect your legal rights regarding the Program. This Agreement is limited to the Program and is not intended to modify other terms that may govern the relationship between you and Us in other contexts.

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

2. User Opt-Out: If you do not wish to continue participating in the Program or no longer agree to this Agreement, you agree to reply STOP, END, CANCEL, UNSUBSCRIBE, or QUIT to any mobile message from Us in order to opt out of the Program. You may receive an additional mobile message confirming your decision to opt out. You understand and agree that the foregoing options are the only reasonable methods of opting out. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that alter, change, or modify the STOP, END, CANCEL, UNSUBSCRIBE or QUIT keyword commands, such as the use of different spellings or the addition of other words or phrases to the command, and agree that Porto’s Bakery, Inc. and its service providers will have no liability for failing to honor such requests. You also understand and agree that any other method of opting out, including, but not limited to, texting words other than those set forth above or verbally requesting one of our employees to remove you from our list, is not a reasonable means of opting out.

3. Program Description: Without limiting the scope of the Program, users that opt into the Program can expect to receive messages concerning the marketing, promotion, payment, delivery, and sale of frozen baked goods and other Porto’s Bakery products. Messages may include checkout reminders.

4. Cost and Frequency: Message and data rates may apply. You agree to receive messages periodically at Our discretion. Daily, weekly, and monthly message frequency will vary. The Program involves recurring mobile messages, and additional mobile messages may be sent periodically based on your interaction with Us.

5. Support Instructions: For support regarding the Program, text “HELP” to the number you received messages from, or email us at contactus@portosbakery.com.

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

7. Participant Requirements: You must have a wireless device of your own capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with a text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your phone capabilities for specific text-messaging instructions. All related charges and fees are billed by and payable to your mobile service provider. Your mobile carrier may impose message or charge limitations on your account that are outside our control.

8. Florida Law: We endeavor to comply with the Florida Telemarketing Act and the Florida Do Not Call Act as applicable to Florida residents. For purposes of compliance, you agree that we may assume that you are a Florida resident if, at the time of opt in to Program, (1) your shipping address, as provided, is located in Florida, or (2) the area code for the phone number used to opt into the Program is a Florida area code. You agree that the requirements of the Florida Telemarketing Act and the Florida Do Not Call Act do not apply to you, and you shall not assert that you are a Florida resident, if you do not meet either of these criteria or, in the alternative, do not affirmatively advise us in writing that you are a Florida resident by sending written notice to us. Insofar as you are a Florida resident, you agree that mobile messages sent by Us in direct response to mobile messages or requests from You (including but not limited to responses to Keywords, opt-ins, help or stop requests, and shipping notifications) shall not constitute a “telephonic sales call” or “commercial telephone solicitation” for purposes of Florida Statutes Section 501 (including but not limited to sections 501.059 and 501.616), to the extent the law is otherwise relevant and applicable.