Terms of Service
Last Modified: August 24, 2019
These Terms of Service (“Terms”) are between you and Theo Chocolate, Inc. ("Theo Chocolate", "we" or "us") and govern orders you place for Theo Chocolate products (each a “Product”) as well as your use of theochocolate.com (the “Site”), or your presence in any Theo brick & mortar location and any purchase of product from those locations. If you are a wholesale purchaser, our Wholesale Terms and Conditions apply to you and are hereby incorporated by reference. Please read these Terms carefully before ordering Products (“order”) or using the Site. By using the Site or placing an order, you accept and agree to be bound and abide by these Terms. If you are using the Site on behalf of a company or other legal entity, the term “you” shall refer to such entity in addition to the individual user, and the individual accepting these Terms on behalf of such entity represents that he or she has the authority to bind the entity to these Terms.
You must be at least 18 years old to place orders for Products or to use this Site. You represent and warrant that you are at least 18 years old.
2. CHANGES TO THE TERMS
We reserve the right to revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Site following the posting of revised Terms means that you accept and agree to the changes.
To the extent the terms and conditions herein conflict with the Wholesale Terms and Conditions, if applicable to you, the Wholesale Terms and Conditions will control.
Payment must be made at the time your order is placed.
5. CHANGES TO PRICING AND PRODUCTS
5.1. Pricing and Availability. Prices for Products, applicable taxes, and shipping costs are posted on the Site or at the point of purchase. Theo Chocolate reserves the right to change the prices for Products and shipping on a going forward basis at any time in its sole discretion. We do our best to ensure that the prices posted for our Products are correct, but errors may occur. If we discover an error in the price of any Product, or the availability of a Product you have ordered, we will inform you of the error as soon as possible and give you the option of reconfirming your order or cancelling it. If we are unable to reach you regarding the error, we will cancel the order and refund payment to you.
5.2.1. We reserve the right to discontinue or change a Product at any time.
5.2.2. We make reasonable efforts to represent each Product as it will be delivered to you, but you understand and agree that the final Products delivered to you may differ in appearance from the images and descriptions provided at the time you place your order. Allergen information about each product is listed on product specifications and the primary packaging you will receive.
5.2.3. We do not accept returns or exchanges, unless the Product you purchased has a quality defect that is not the result of the Product having been left unattended upon arrival. If you receive a defective Product, please contact us at (206) 632- 5100, 9 a.m. – 5 p.m. PST.
6. PRODUCTS NOT FOR RESALE
Products are for your own personal use and not for resale. You are responsible for complying with all applicable laws, regulations and ordinances in connection with your use of any Products. Products may be subject to export control laws and other laws and regulations of the United States and other countries. You are responsible for compliance with all applicable export control laws and regulations, and you represent and warrant that you will not export, re-export, or transfer indirectly or directly any Product in violation of such laws and/or regulations. You will defend and hold Theo Chocolate harmless against all claims, damages, or liability resulting you’re your breach of the foregoing.
7. THIRD PARTY MATERIALS
To the extent that any information, material, or functionality on the Site is provided by third party content providers (“Third Party Materials”), Theo Chocolate has no responsibility over such Third Party Materials. All statements and/or opinions expressed in Third Party Materials are solely the opinions and the responsibility of the third party providing those materials. Third Party Materials do not necessarily reflect the opinion of Theo Chocolate, and Theo Chocolate does not endorse such opinions. We are not responsible, or liable to you or any third party, for the accuracy or reliability of any information provided by any third party, or for your use of any Third Party Materials that may infringe rights of third parties not owned or affiliated with Theo Chocolate.
8. ACCESSING THE SITE AND ACCOUNT SECURITY
We reserve the right to withdraw or modify this Site, and any material we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site.
All information we collect through or in connection with this Site is subject to our Privacy Notice. By using or providing information to or through the Site, you consent to all actions taken by us with respect to your information in compliance with the Privacy Notice.
You are responsible for maintaining the confidentiality of your account, including any username or password created by, or provided to, you in connection with the Site. You are solely responsible for the actions taken by you on the Site, or in connection with your account or username. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security on the Site. We reserve the right to disable any account, username, password or other identifier at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. Ownership. The Site and its contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Theo Chocolate, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
Except as expressly provided in Section 9.3 below, you may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, frame in another web page, republish, download, store, transmit or otherwise use any of the materials and content on the Site without our prior written authorization. No right, title or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted herein are reserved by Theo Chocolate. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.
9.2. Trademarks. THEO CHOCOLATE and related logos are registered or unregistered trademarks and service marks owned or licensed by Theo Chocolate. Other product and company names and logos appearing on the Site may be registered or unregistered trademarks, service marks or trade names of their respective owners. Any use of the trademarks, service marks or trade names displayed on the Site is strictly prohibited, and nothing appearing on the Site will be construed as granting, by implication or otherwise, any license or right to use any of those trademarks, service marks or trade names.
9.3. License. Theo Chocolate grants you permission to view the Site and its contents and to print individual pages from the Site for your own personal, noncommercial use, provided that you accept and abide by these Terms.
10. PROHIBITED USES
You may use the Site only for lawful purposes and in accordance with these Terms. You agree not to use the Site:
- In any way that violates any federal, state, local or international law or regulation.
- To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," or "spam" or any other similar solicitation.
- To transmit any data or content that is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, that may invade another’s right of privacy or publicity, infringe upon another’s intellectual property rights, or that you otherwise do not have a right to transmit.
- To impersonate or attempt to impersonate Theo Chocolate, a Theo Chocolate employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
- To register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for products or services if you are not expressly authorized by such party to do so.
- To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Site, or which, as determined by us, may harm Theo Chocolate or users of the Site or expose them to liability.
Additionally, you agree not to:
- Use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party's use of the Site, including their ability to engage in real time activities through the Site.
- Use any robot, spider or other automatic device, process or means to access the Site for any purpose, including monitoring or copying any of the material on the Site.
- Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
- Probe, scan, test the vulnerability of or breach the authentication measures of, the Site or any related networks or systems.
- Otherwise attempt to interfere with the proper working of the Site.
11. MONITORING AND ENFORCEMENT
We have the right to:
- Take any action that we deem necessary or appropriate in our sole discretion in connection with your use of the Site.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site.
- Terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Terms.
- YOU WAIVE AND HOLD HARMLESS THEO CHOCOLATE FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THEO CHOCOLATE OR LAW ENFORCEMENT AUTHORITIES.
12. LINKS FROM THE SITE
Any links to other sites from this Site are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party Sites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such Sites.
13. ELECTRONIC COMMUNICATION
When you use the Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication.
14. GEOGRAPHIC RESTRICTIONS
The owner of the Site is based in the state of Washington in the United States. We provide this Site for use only by persons located in the United States and Canada. We make no claims that the Site or any of its content is accessible or appropriate outside of these countries. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States or Canada, you do so on your own initiative and are responsible for compliance with local laws.
15. DISCLAIMER OF WARRANTIES
YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THEO CHOCOLATE NOR ANY PERSON ASSOCIATED WITH THEO CHOCOLATE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER THEO CHOCOLATE NOR ANYONE ASSOCIATED WITH THEO CHOCOLATE REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT OR ANY SERVICES OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR ANY SERVICES OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE SITE FOR INDEFINITE PERIODS OF TIME OR INDEFINITELY, WITHOUT NOTICE TO YOU. THEO CHOCOLATE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
16. LIMITATION ON LIABILITY
IN NO EVENT WILL THEO CHOCOLATE, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY LOSS, COST, OR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY SITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER SITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SUCH OTHER SITES, OR THE TRANSMISSION OF INFORMATION TO OR FROM THE SITE OVER THE INTERNET, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THEO CHOCOLATE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE SITE OR THE CONTENT LOCATED THEREON EXCEED ONE HUNDRED DOLLARS ($100.00).
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree to defend, indemnify and hold harmless Theo Chocolate, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to content, data, or information that you submit or transmit through the Site, your violation of these Terms, your violation of any applicable law, regulation or code, your violation of any rights of another, or your use of the Site, including, but not limited to, any use of the Site's content, services and Products other than as expressly authorized in these Terms or your use of any information obtained from the Site.
18. GOVERNING LAW AND JURISDICTION
All matters relating to the Site and these Terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision.
Any legal suit, action or proceeding arising out of, or related to, these Terms or the Site shall be instituted exclusively in the federal and state courts located in Seattle, Washington. Theo Chocolate reserves the right to bring any suit, action or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
19. LIMITATION ON TIME TO FILE CLAIMS
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
20. INJUNCTIVE RELIEF
You acknowledge and agree that Theo Chocolate may bring suit exclusively in federal court in Seattle, Washington, to enjoin infringement or other misuse of any of our intellectual property rights.
These Terms constitute the sole and entire agreement between you and Theo Chocolate with respect to your use of the Site and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to your use of the Site. These Terms will survive your receipt of your order. No waiver of by Theo Chocolate of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Theo Chocolate to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
22. CONTACT INFORMATION
To ask questions or provide comments about these Terms, contact us at: Theo Chocolate, Inc.
3400 Phinney Avenue N
Seattle, WA 98103
(206) 632-5100 firstname.lastname@example.org