Collection: Terms of Service
Effective Date: September 1, 2024
Valrhona, Inc. (“Valrhona”, “we”, “us” and “our”) provides the website www.valrhona-collection-usa.com (the “Website”) and mobile application (collectively, “Services”) to give you information about us and our products, and to give you the opportunity to order products directly from the Services. Your use of the Services is subject to the following terms of use (the “Agreement”). If you do not agree to these terms of use, then please do not use the Services. For purposes of this Agreement, “you” and “your” mean the person using the Services. “Products” means products made available on or through the Services.
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST VALRHONA ON AN INDIVIDUAL BASIS, NOT AS A CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.
1. Eligibility and Accounts
1.1 Eligibility.
You must be 18 years of age to use the Services within the United States.
1.2 Account Creation.
In order to use certain features of the Services, you must register for an account with Valrhona (“Valrhona Account”) and provide certain information about yourself as prompted by the registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information at all times. You may not create more than one Valrhona Account. Valrhona may suspend or terminate your Valrhona Account in accordance with Sections 6.4 and 11.
1.3 Account Responsibilities.
When you create a Valrhona Account, you will be provided with a confidential user name and password. You are responsible for maintaining the confidentiality of your Valrhona Account login information and are fully responsible for all activities that occur under your Valrhona Account. You agree to immediately notify Valrhona of any unauthorized use, or suspected unauthorized use, of your Valrhona Account or any other breach of security. Valrhona cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. Your access to the Services and your account is solely for your own personal use. You shall not authorize or enable others to use your account. You are solely responsible for all activities that occur under your account. You shall not use the user name or password of any other user at any time, or attempt to impersonate another user, or any person who is not a user.
2. Website and Mobile App
2.1 Personal, Non-Commercial Limited License.
Subject to the terms of this Agreement, Valrhona grants you a limited, revocable, non-transferable, non-exclusive license to use the Services for your personal, noncommercial use. Subject to the terms of this Agreement, Valrhona grants you a limited, revocable, non-transferable, non-exclusive license to install and use the App, in executable object code format only, solely on your own handheld mobile device and for your personal, noncommercial use. As used in this Agreement, the term “Services” includes the App.
2.2 Certain Restrictions.
The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you shall not access the Services in order to build a similar or competitive service; (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (e) your use of the Services shall at all times comply with all applicable laws and regulations. Commercial use of any content on the Services or the resale of any Products purchased through the Services is strictly prohibited. Any future release, update, or other addition to functionality of the Services shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Services content must be retained on all copies thereof.
2.3 Modification.
Valrhona reserves the right, at any time, to modify, suspend, or discontinue the Services or any part thereof with or without notice. You agree that Valrhona will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof.
2.4 Ownership.
Excluding User Content, you acknowledge that all the intellectual property rights in the Services are owned by Valrhona or Valrhona’s licensors. The provision of the Services does not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. Valrhona and its suppliers reserve all rights not granted in this Agreement.
2.5 App Platforms.
You acknowledge and agree that the availability of the App is dependent on the third-party app platform from which you received the App, e.g., the Apple App Store® or the Google Play® Store (“App Platform”). You acknowledge that this Agreement is between you and Valrhona and not with the App Platform. Valrhona, not the App Platform, is solely responsible for the App, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance, or intellectual property infringement). You agree to pay all fees charged by the App Platform in connection with the App. Each App Platform may have its own terms and conditions to which you must agree before downloading the App from it. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable agreements, terms, and conditions of use/service, and other policies of the applicable App Platform. You acknowledge that the App Platform (and its subsidiaries) is a third-party beneficiary of this Agreement and will have the right to enforce this Agreement. See Accessing and Downloading the Application from Apple® in Section 16.6 below for additional terms and conditions if you access or download the App from the Apple App Store.
3.1 Text Messaging.
You agree that Valrhona, its affiliated companies, necessary third-party service providers, and those acting on its behalf may send you operational and informational text (SMS) messages about your use of the Services at the phone number you provided us. Valrhona may also send marketing or other promotional messages to the extent that you have provided the appropriate opt-in consent. Messages from Valrhona may include, but are not limited to: operational communications concerning your User account or use of the Services, updates concerning new and existing features on Valrhona, communications concerning promotions run by us or our third-party partners, and news concerning Valrhona and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. Your agreement to receive promotional texts is not a condition of any purchase or service offered by Valrhona. If you change or deactivate the phone number you provided to Valrhona, you must update your account information to help prevent us from inadvertently communicating with anyone who acquires your old number. You agree that texts, calls, or prerecorded messages may be generated by automatic telephone dialing systems.
3. Communications
3.2 Opt-Out.
You may opt out of receiving text messages from Valrhona at any time by replying STOP to any text message from Valrhona. If you opt-out of receiving all text messages from Valrhona, you will not be able to use certain Services without agreeing to receive operational text messages. You may continue to receive text messages for a short period while Valrhona processes your request, and you may also receive text messages confirming the receipt of your opt-out request.
3.3 Push Notifications.
When you install our App on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device even when the App is not on. You can turn off notifications by visiting your mobile device’s “settings” page.
3.4 Email.
You agree that we may send you emails concerning our products and services, as well as those of third parties. You may opt-out of promotional emails by following the unsubscribe instructions in a promotional email.
4. User Content
4.1 User Content.
“User Content” means any and all information and content that a user submits to, or uses with, the Services, including without limitation, content in the user’s profile, user reviews and/or postings. You acknowledge and agree that Valrhona is not responsible for any User Content, including its accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Valrhona does not assume and will not have any liability or responsibility to you or any other person or user for your use or misuse of any User Content.
4.2 User Content Restrictions.
You agree not to use the Services, or any of Valrhona’s social media pages or channels to collect, upload, transmit, display, or distribute any User Content that (a) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature; or (c) in violation of any law, regulation, or obligations or restrictions imposed by any third-party.
4.3 User Content Responsibilities.
You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third-party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored, or endorsed by Valrhona. You acknowledge and agree that Valrhona is not responsible for any User Content, including its accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Valrhona does not assume and will not have any liability or responsibility to you or any other person or user for your use or misuse of any User Content. Because you alone are responsible for your User Content (and not Valrhona), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy or other applicable laws. Valrhona is not obligated to backup any User Content and You are solely responsible for creating backup copies of your User Content, if you desire.4.4 Right to Remove Content.
You agree that Valrhona has the right to remove any content, including User Content, from the Services at any time, with or without cause. Posting and sharing content on the Services is a privilege and not a right. Valrhona also has the right to refuse, move, or block access to any material submitted on or through the Services, and to establish general practices and limits concerning use of the Services. The decision of whether or not to remove content from the Services is within Valrhona’s sole and complete discretion. Valrhona has no obligations, contractual or otherwise, to take or refrain from taking any action. Under no circumstances will Valrhona be liable for removing or failing to remove any content.
4.5 License.
You hereby grant, and you represent and warrant that you have the right to grant, to Valrhona an irrevocable, nonexclusive, royalty-free and fully-paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Services. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
4.6 Feedback.
If you provide Valrhona any feedback or suggestions regarding the Services (“Feedback”), you hereby assign to Valrhona all rights in the Feedback and agree that Valrhona shall have the right to use such Feedback and related information in any manner it deems appropriate. Valrhona will treat any Feedback you provide to Valrhona as non-confidential and non-proprietary. You agree that you will not submit to Valrhona any information or ideas that you consider to be confidential or proprietary.
>4.7 Other Users.
Each user of the Services is solely responsible for any and all of its User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content and we assume no responsibility for any User Content. Your interactions with other users are solely between you and such user. You agree that Valrhona will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any other user, we are under no obligation to become involved.
5. Acceptable Use Policy
5.1 Reviews.
You must have a valid account and email address to leave a review on Valrhona. Prior to posting a review, you will need to verify your email address associated with your Valrhona account. You agree not to post reviews on the Services, any of Valrhona’s social media pages, or other third-party channels that are not based upon your personal experience or are otherwise designed for any purpose other than providing other users on the Services with an accurate description of your personal experience. Reviews based on secondhand, non-personal experience are not allowed. In addition to the other restrictions contained in the Acceptable Use Policy, reviews posted on the Services, any of Valrhona’s social media pages, or other third-party channels must not: (a) be written exclusively in capital letters; (b) be plagiarized; (c) contain spam, advertisements, and/or links to external websites; (d) contain disparaging information about Valrhona, its employees, or any other person, (e) contain overly detailed or sexual descriptions of an individual’s physical appearance, or lewd personal attacks against a specific individual or group of individuals affiliated with Valrhona, (f) contain references to Valrhona or its competitors other than the product being reviewed, or (g) contain unrelated personal grievances. If you are an owner, volunteer, or employee of a competitor you may not post reviews about your own services or products.
5.2 Photos.
Image files must exclusively feature the Products they illustrate and must not include body parts, messy or cluttered backgrounds, product wrapping, currency, paraphernalia, brand names, or other any objects other than the product itself. Image files must be clear and must not be blurry, fuzzy, or contain any flash reflections. Products should be centered in the image file. Image files must contain an accurate depiction of the product they illustrate. Image files cannot contain pornography or other graphic images and must otherwise abide by the guidelines set forth in this Section 5.
5.3 Technological Restrictions.
In addition, you agree not to use the Services to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services or violate the regulations, policies or procedures of such networks; (e) attempt to or impersonate another user or Valrhona or gain unauthorized access to the Services, other computer systems or networks connected to or used together with the Services, through password mining or other means; (f) harass or interfere with another user’s use and enjoyment of the Services; or (g) introduce software or automated agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Services.5.4 Monitoring, Suspension, and Termination.
We reserve the right (but have no obligation) to review any User Content (including any image files or reviews), investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your User Content, terminating your Valrhona Account in accordance with Section 10, and/or reporting you to law enforcement authorities) if we in our sole discretion suspect that you have violated the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person.
6. Sales Terms
6.1 Terms of Sale and Shipping
Unless otherwise stated or required by law, the following terms shall also apply to all Products purchased through the Services. Valrhona will ship or deliver the Products to the destination provided by you, as soon as reasonably practicable. Valrhona reserves the right to fill orders on a pro rata basis if inventory shortages arise. Risk of loss and title all goods passes to you upon our delivery to our contracted shipping agent. Products purchased from the Services are for your personal use and not subject to commercial resale. All delivery dates provided are best estimates based on prevailing conditions when given and Valrhona will not be liable if it fails to meet any estimated delivery dates. Valrhona cannot guarantee the exact time of delivery because the local carrier is ultimately responsible for that. We advise placing your purchase early and scheduling it to arrive two or more days in advance if you are placing it for an event that has a tight deadline. We might ship your order early to guarantee that it arrives undamaged in the event of high package volumes (particularly during holidays) or other unforeseen circumstances. Valrhona Collection retains the right, depending on operational circumstances, to arrange the shipment of your purchase sooner or later than anticipated in order to avoid delays. We also reserve the right to hold your shipment because of inclement weather or any other shipping-related delays. In order to avoid having Products kept in a shipping facility without climate control, we do not ship packages on weekends. We want your order to get the best care possible when shipping out of our facility. Valrhona disclaims all liability for delays in transit resulting from excessive package volume, inclement weather, mechanical malfunctions, strikes, natural disasters, terrorism, mis-scans by local carriers, or missing or inaccurate shipping information. Additionally, signatures are not needed to release a package. We have no control over a delivery person's decision to leave a package at an address; that decision ultimately rests with them/carrier.
6.2 No Returns and Refunds
Because our Products are perishable food items, all sales are final and we do not provide returns or exchanges. Valrhona will replace damaged or missing items if we get notice within two days (48 hours) of delivery. Please get in touch with our Customer Service Department at info-us@valrhona.com and provide your order number, information, and images of any damage or defects. Please provide pictures of the following:
- A clear picture on the main area of damage
- A clear picture of the box or packing; two full views of the goods (from the side and overhead)
6.3 Product Descriptions
Valrhona does not warrant that product descriptions are accurate, complete, reliable, current, or error-free. If a product offered by Valrhona is not as described, your sole remedy is to return it in unused condition.
6.4 Sweepstakes and Promotions
From time to time, Valrhona may provide opportunities to participate in special promotions, contests, games, and/or sweepstakes. The rules, regulations, and procedures governing any of the foregoing shall be accessible through a hypertext link displayed on the web page where the contest or game may be located. By entering or participating in any of them, you agree to be subject to those rules, regulations, and procedures. Please remember to read the rules carefully before participating. Coupons and special promotions cannot be combined unless specifically authorized.
7. Indemnity
You agree to indemnify and hold Valrhona (and its officers, employees, and agents) harmless from any and all losses, damages, liabilities, claims, actions, judgments, awards, penalties, fines, costs, and/or expenses (including reasonably attorneys’ fees) arising from or relating to any claim or demand made by any third party due to or arising out of (i) your use or misuse of the Services, (ii) your User Content, (iii) your violation of this Agreement; or (iv) your violation of applicable laws or regulations. Valrhona reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Valrhona. Valrhona will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
8. Disclaimers
THE SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND EXPRESSLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT THE SITE OR SERVICES:
- (A) WILL MEET YOUR REQUIREMENTS;
- (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS;
- (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.
9. Limitation on Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VALRHONA BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, VALRHONA’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY US DOLLARS ($50) OR (B) AMOUNTS YOU’VE PAID VALRHONA IN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
10. Term and Termination
Subject to this Section, this Agreement will remain in full force and effect while you use the Services. We may (a) suspend your rights to use the Services (including your Valrhona Account) or (b) terminate this Agreement, at any time and for any reason whatsoever, at our sole and complete discretion. Upon termination of this Agreement, your Valrhona Account and right to access and use the Services will terminate immediately. You understand that any termination of your Valrhona Account involves deletion of your User Content associated therewith from our Services and live databases. Valrhona will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Valrhona Account or deletion of your User Content. Sections 5.3 (Technology Restrictions), 6 (Sales Terms), 7 (Indemnity), 8 (Disclaimers), 9 (Limitation on Liability), 13 (Arbitration), 14 (Electronic Notices), 15 (Privacy and Release), and 16 (Miscellaneous) of this Agreement will survive termination.
11. Valrhona Trademarks, Copyright and Proprietary Rights
The Valrhona names and logos are trademarks of Valrhona. All other company names, logos, and trademarks mentioned herein are the property of their respective owners. Nothing herein shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Valrhona name, logos, or trademarks without obtaining the written permission of Valrhona or such other third-party owner, as applicable. All content on the Services, including but not limited to designs, data and databases, text, graphics, images, photographs, illustrations, audio and video material, artwork, proprietary information, client-side code (e.g., HTML, JavaScript, etc.) and server-side code (e.g., active server pages, VBScript, databases, etc.) and all copyrightable elements of the Services, and their selection and arrangement (excluding any of User Content) (the “Site Content”) individually and/or collectively, are the proprietary property of Valrhona and are protected by U.S. copyright law, international treaties, and other intellectual property rights. Except as otherwise stated therein, Site Content may not be copied, transmitted, displayed, performed, distributed (for compensation or otherwise), licensed, altered, framed, stored for subsequent use or otherwise used in whole or in part in any manner without prior written consent, except to the extent permitted by the Copyright Act of 1976 (17 U.S.C. §107), as amended, and then, only with notices of Valrhona’s proprietary rights. You may download the information and print out hard copies for your own personal, noncommercial use, so long as you do not remove any copyright or other notice as may be contained in the information as downloaded.
You acknowledge that Valrhona will aggressively enforce its intellectual property rights to the fullest extent of the law, including, without limitation, the seeking of criminal prosecution.
12. Copyright Policy
Valrhona respects the intellectual property of others and asks that users of our Services do the same. In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
- Your physical or electronic signature;
- Description of the copyrighted work(s) that you claim to have been infringed;
- Description of the material on our services that you claim is infringing and that you request us to remove;
- Sufficient information to permit us to locate such material;
- Your address, telephone number, and e-mail address;
- A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law;
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
The Designated Copyright Agent for Valrhona is: valrhonachocolate-compliance@savencia.com
13. Arbitration Agreement and Jury Trial Waiver, Class Action Waiver, and Forum Selection Clause
13.1 Pre-Arbitration Dispute Resolution
We are always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at info-us@valrhona.com.
13.2 Arbitration Agreement
Except for disputes brought in small claims court, all disputes between you and Valrhona arising out of, relating to or in connection with the Services shall be exclusively settled through binding arbitration pursuant to the then-current rules of the American Arbitration Association (“AAA”) for consumer arbitration. There is no judge or jury in arbitration. Arbitration procedures are simpler and more limited than rules applicable in court and review by a court is limited. The parties agree that the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms of Use are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. The arbitrator’s award may be entered in any court of competent jurisdiction. Information on AAA and how to start arbitration can be found at www.adr.org or by calling 800-778-7879.
13.3 Rules, Governing Law, Venue
The arbitration will be administered by the AAA in accordance with the Consumer Arbitration Rules then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at https://www.adr.org/sites/default/files/Consumer_Rules_Web_1.pdf. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with this Agreement. The parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Delaware, without regard to its conflict of laws provisions. If the arbitration in this Section provision is found unenforceable or to not apply for a given dispute, then the proceeding must be brought exclusively in a court of competent jurisdiction in Delaware. You hereby accept the exclusive jurisdiction of such court for this purpose.
13.4 No Class Actions
You and Valrhona each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. This means that you agree to arbitrate in your individual capacity only, not as a representative of a class, a member of a class, or a Private Attorney General. Likewise, an arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
13.5 Confidentiality
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
14. Consent To Receive Notices Electronically
You consent to receive electronically any agreements, notices, disclosures, and other communications (collectively, “Notices”) to which this Agreement refers including, without limitation, by e-mail, posting information and materials online at www.heelr.com, a push notice through the App, or other electronic communication technology that may hereafter be adopted or developed. You agree that all Notices that we provide to you electronically satisfy any legal requirements that such communications be in writing. Also, please note that your consent to receive notices is separate from any election that you make with respect to receipt of marketing communications, which is discussed under the Privacy Policy.
15. Privacy and Release
You acknowledge and agree that you have read, understand, and consent to the processing of your personal information as set forth in our Privacy Policy including, but not limited to, the use of web traffic and website usage analytics and tracking technologies, such as cookies, pixel tags, and Java scripts. You acknowledge and agree that you do not have a reasonable expectation of privacy in connection with the use of analytics and tracking technologies or the collection and/or sharing of personal information by us or our third-party advertising partners using these technologies. To the maximum extent permitted under applicable law, you hereby release with prejudice and discharge Valrhona from, and waive the assertion of, any and all claims, demands, and damages based on or arising out of Valrhona’s use of such analytics and tracking technologies in connection with your access to and/or usage of this Website prior to your acceptance of these Terms of Service.
You hereby waive and relinquish the provisions, rights, and benefits, if any, of Section 1542 of the California Civil Code, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
16. General
16.1 Website Availability
Valrhona will make reasonable efforts to keep the Services operational. However, certain technical difficulties, routine site maintenance/upgrades, and other events outside the control of Valrhona may, from time to time, result in temporary interruptions to the Services. In addition, Valrhona reserves the right at any time and from time to time to modify or discontinue (on a temporary or permanent basis) certain functions of the Services or the entirety of the Services, with or without notice.
16.2 No Support or Maintenance
You acknowledge and agree that Valrhona will have no obligation to provide you with any support or maintenance in connection with the Services.
16.3 Changes to Terms of Use
You agree that Valrhona may modify this Agreement at any time by adding new terms or by deleting or amending existing terms. Such modifications will be effective as of the date that the updated Terms of Service are posted on the Site and/or App (“Effective Date”). Your continued access and use of the Services after the Effective Date constitutes your acknowledgment of such modifications and your agreement to abide, and be bound, by the Agreement as modified. If you do not accept such modification(s), then you must stop using the Services.
16.4 Termination
We may terminate or suspend your access to the Services, in whole or in part, at any time, for any reason, including for conduct that we believe violates these Terms of Service or is harmful to other users of the Services or the business of Valrhona. Upon termination, your access to the Services will cease immediately and you will not be entitled to any refund or other compensation. Notwithstanding anything to the contrary, the following provisions of this Agreement will survive termination: Sections 2, 7, 13, 15, 16, and 17.
16.5 Severability
If any provision of these Terms of Service is found to be illegal, invalid, or unenforceable by a court of competent jurisdiction, such provision will be enforced to the fullest extent permitted by applicable law and the remaining provisions of the Agreement will remain in full force and effect.
16.6 Force Majeure
Valrhona will not be liable for any failure or delay in performance under these Terms of Service arising from any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, government action, labor strikes, supply shortages, equipment failure, or other circumstances beyond Valrhona’s reasonable control.
16.7 No Waiver
The failure of Valrhona to enforce any right or provision of these Terms of Service will not constitute a waiver of that right or provision.
16.8 Entire Agreement
These Terms of Service constitute the entire agreement between you and Valrhona with respect to the use of the Services and supersede all prior or contemporaneous communications, whether electronic, oral, or written, between you and Valrhona.
16.9 Headings
The section titles in these Terms of Service are for convenience only and have no legal or contractual effect.
16.10 Assignment
You may not assign, transfer, or sublicense your rights or obligations under these Terms of Service without Valrhona’s prior written consent. Valrhona may assign or transfer its rights and obligations under these Terms of Service without restriction.
17. Contacting Valrhona
If you have any questions about these Terms of Service, please contact Valrhona by email at info-us@valrhona.com or by postal mail at:
Valrhona 222 Water Street, Brooklyn NY 11201