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Terms of service

Last updated: [11th of October 2021]

PLEASE READ CAREFULLY

These terms and conditions (these “Terms”) are between you (“you” or “Consumer”) and Tony’s Chocolonely, Inc. (“Tony’s Chocolonely”, “us”, “we”, or “our”) and govern the purchase and sale of Tony’s Chocolonely products (“Products”) to purchasers in the United States through https://us.tonyschocolonely.com/ (the “Site”).  


1. General. 

By placing an order for Products, you acknowledge that you have read, understand, and agree to be bound by these Terms. We may change these Terms without prior written notice at any time, in our sole discretion. These Terms are an integral part of the Terms and Conditions that apply generally to the use of our Site. You should also review our Privacy Policy before placing an order for Products through this Site.  


2. Order Acceptance.  

2.1 Your order is an offer to buy, under these Terms, all Products listed in your order. THE PRODUCTS ARE INTENDED FOR YOUR USE AND NOT FOR RESALE. We will not be obligated to sell or deliver Products to you unless we accept your order. We may reject, decline, or refuse an order at any time, for any reason, in our sole discretion. We may do so even after we send you a confirmation email with your order number and details and even if your credit card has been charged. By way of example and without limitation, we may refuse an order if we suspect you are reselling the Product, or if we decide that a Create Your Own Wrapper Design should not be used. 

2.2 We reserve the right, at any time and without prior notice to you, to supply less than the quantity you ordered of any item. Our determination of the number of Products to be delivered is decisive. 

2.3 Our rejection or limitation of an order will never give rise to any liability on our part. If your order is cancelled after your credit card has been charged but before your order is shipped, you will receive a refund credit to your account.   

  

3. Price and Shipping Costs. 

3.1 You must make payment when your order is placed. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your order total and will be itemized in your shopping cart and in your order confirmation email. 

3.2 Terms of payment are within our sole discretion. Unless we agree otherwise in writing, we must receive payment before we will accept an order. We accept major credit and debit cards for all purchases. You represent and warrant that (i) any card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such card for the purchase, (iii) charges you incur will be honored by your card company, and (iv) you will pay charges you incur at the posted prices, including shipping and handling charges and any applicable taxes, regardless of the amounts quoted on the Site at the time of your order. Shipping costs will be based on the price of the order and destination.  

3.3 The prices of Products stated on the Site are subject to change for any reason and without notice. Sales promotions and offers are valid while supplies last or until we cancel the promotion or offer in our sole discretion. A mistake in the description or price of a Product on the Site or otherwise is not binding on Tony’s Chocolonely. 


4. Delivery 

4.1 Except as stated in our Frequently Asked Questions and subject to our carriers’ limitations and restrictions, Tony’s Chocolonely delivers throughout the United States. The Products will be delivered to the address you provide on the order.  

4.2 Subject to the provisions of Section 4.1 above, we will execute accepted orders as soon as possible and within 5 (five) working days. All Products are generally deliverable from stock, but any stated delivery times are for information purposes only. Late delivery will not entitle you to any compensation. If a delivery is delayed, either because a Product is temporarily or permanently out of stock or for other reasons, or if a delivery cannot be executed or can be executed only in part, we will make reasonable efforts to notify you. 


5.  Fraud and other unlawful acts; Discount Codes. 

Any actual or attempted fraud or other unlawful act will result in the Consumer being banned from using the Site. Products may not be used for any unlawful purpose. You may not use Tony’s Chocolonely discount codes for commercial purposes or for any purpose other than that for which they were issued. You may not share personal discount codes with others.  


6. Warranty. TO THE EXTENT PERMITTED BY LAW, ALL PRODUCTS OFFERED ON THE SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.  


7. Limitation of Liability.  

7.1 IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES ARISING OUT OF, OR RELATING TO ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. 

7.2 OUR SOLE AND ENTIRE MAXIMUM LIABILITY TO YOU, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, WILL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE PRODUCTS YOU ORDERED THROUGH THE SITE. 

7.3 UNDER NO CIRCUMSTANCES WILL TONY’S CHOCOLONELY BE LIABLE FOR SICKNESS OR DEATH OF PETS RESULTING FROM THEIR CONSUMPTION OF PRODUCTS DURING OR AFTER DELIVERY. Please take care that your pets cannot reach the packages that are left on your doorstep or otherwise. 

7.4 THE LIMITATIONS OF LIABILITY SET FORTH ABOVE WILL NOT APPLY TO (A) LIABILITY RESULTING FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR (B) DEATH OR BODILY INJURY RESULTING FROM OUR ACTS OR OMISSIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. 


8. Cancellation by Tony’s Chocolonely.  

If you fail to perform your obligations under the order or these Terms, Tony’s Chocolonely may at its option: (i) give you the opportunity to perform your obligations within a reasonable period set by Tony’s Chocolonely; or (ii) cancel the order in writing with immediate effect and without any liability for damages. In addition to cancellation of an order, Tony’s Chocolonely always reserves the right to recover any and all loss and costs from the Consumer in the manner provided by applicable law. 


9. Product Recall. 

Tony’s Chocolonely may recall Products at its discretion, for instance to prevent unsafe Products being placed on the market or falling into or remaining in the Consumer’s hands. You agree to cooperate in any such recall of Products upon our reasonable request. 


10. Intellectual Property Rights. 

Except for your Designs as defined in Section 11, below, all intellectual property rights in Products, trademarks, names, trade names, domain names, logos, artwork, pictures, look-and-feel, websites, promotional material, marketing material, merchandise, etc., are vested exclusively in Tony’s Chocolonely and its licensors and may not be used without our prior written consent. Nothing in these Terms transfers or grants a license in or to Tony’s Chocolonely intellectual property rights to you or any other party. Tony’s Chocolonely reserves all rights in that regard. 


11. Create Your Own Wrapper.  

11.1 You bear the entire risk relating to your design of any Product you order through our “Create Your Own Wrapper” service, including all text and images submitted by you (“Design”). By submitting a Design or placing an order through the Create Your Own Wrapper service, you represent and warrant as follows: 

(A) the Design is your completely original creation, or you have obtained all necessary licenses, rights, consents, and permissions to submit and use the Design; 

(B) the Design is not offensive, obscene, or intimidating; and 

(C) the Design, our production, sale, and distribution of the Product incorporating the Design, and your use of such Product, do not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, FD&C Act and the Fair Packaging and Labeling Act and any other intellectual property or proprietary right; (ii) slander, defame, or libel any third party.   

11.2 In no event will Tony’s Chocolonely be liable for any third-party claim in connection with a Design. You agree to indemnify, defend, and hold harmless Tony’s Chocolonely, its affiliates, and their respective officers, directors, employees, consultants, and agents, from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys’ fees) due to or arising out of any breach of this Section 11.  


12. Privacy. 

The processing of data regarding an identified or identifiable natural person is governed by our Privacy Policy.  


13. Communication. 

Tony's Chocolonely is not liable for incorrect or delayed transmission of order details and notices because of the use of the Internet or any other means of communication in the transactions between you and Tony's Chocolonely, or between Tony's Chocolonely and third parties, insofar as they relate to the relationship between you and Tony's Chocolonely. 


14. Force Majeure. 

We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental action, war, invasion or hostilities (whether war is declared or not), terrorist threat or act, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, or restraint or delay affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage. 


15. General. 

15.1 Severability. If any provision of these Terms is found to be invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms and the other provisions of these Terms continue to apply in full. 

15.2 Governing Law and Disputes. All matters arising out of or relating to these Terms are governed and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York. Any legal suit, action, or proceeding arising out of, or related to, these Terms shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the City of New York. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such court. 

15.3 No Waiver. Our failure to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Tony’s Chocolonely.  

15.4 Assignment. You may not assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice. 

15.5 Entire Agreement. These Terms, our Website Terms and Conditions and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms. 


TERMS OF SALE
Last updated: [7th of January 2022]

Welcome to Tony’s Chocolonely! These Website Terms of Service (these “Website Terms”) are entered into between you and Tony’s Chocolonely, Inc. (“TC” “we” or “us”) and govern your access to and use of our website https://us.tonyschocolonely.com/ from the United States, as well as all other websites, mobile applications, websites, networks, embeddable widgets, downloadable software, and other services provided by us and/or on which a link to these Website Terms is displayed (collectively, the “Services”). Please read these Website Terms carefully before you use the Services. By using the Services, you accept and agree to be bound and abide by these Website Terms, including our Privacy Policy Consumer Terms of Sale, and any additional terms, conditions, and policies referenced in these Website Terms and/or available by hyperlink.  

If you do not agree to these Website Terms, you must not access or use the Services. 

The Services are not intended for users younger than 18. If you are not at least 18, you must not access or use the Services. By agreeing to these Website Terms, you represent and warrant to us that: (i) you are at least 18 years of age; (ii) you have not previously been suspended or removed from the Services; and (iii) your registration and your use of the Services complies with all applicable laws and regulations.  

SECTION 1: Services Overview. The Services may include message boards, chat rooms, personal web pages, profiles, forums, bulletin boards, and other interactive features, such as the “Create Your Own Wrapper” personalization tool, that allow users to post, submit, publish, display, or transmit to other users or other persons content or materials (collectively, "User Content"). All User Content must comply with these Website Terms. We reserve the right to withdraw or amend the Services, and any service or material we provide with the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts or all of the Services. 

SECTION 2: Changes to the Website Terms. We may revise these Website Terms from time to time in our sole discretion. All changes are effective immediately when we post them and will apply to all access to and use of the Services thereafter. Your continued use of the Services following the posting of revised Website Terms means you accept and agree to the changes. We encourage you to check these Website Terms often for updates. 

SECTION 3: Accessing the Services and Account Security. 

3.1 To access certain Services, you may be asked to provide certain registration details or other information. As a condition of your use of the Services, all information you provide must be correct, current, and complete. You agree that all information you provide to us, including but not limited to through the use of any interactive feature, is governed by our Privacy Policy. You consent to all actions we take with respect to your information, consistent with our Privacy Policy. 

3.2 If you choose, or are provided with, a username, password, or any other information as part of our security procedures, you must treat such information as confidential and you must not disclose it to any other person or entity. You acknowledge that your account is personal to you and you agree to accept responsibility for all activities that occur under your account. You agree not to provide any other person with access to the Services or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. We have the right to disable any username, password, or other identifier at any time if, in our opinion, you have violated any provision of these Website Terms. 

SECTION 4: Intellectual Property.  

4.1 The Services and all its contents, features, and functionality (including but not limited to all information, software (including source code and object code), text, products, displays, images, video, and audio, and the design, selection, and arrangement thereof), and all other elements of the Services (collectively, the “Materials”) are owned by TC, its licensors, or other providers of such material, and protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Except as expressly authorized by TC or as required by applicable law, you may not make use of the Materials. TC reserves all rights to the Materials not granted expressly in these Website Terms. 

4.2 Subject to these Website Terms, TC grants you a limited, revocable, non-exclusive, non-sublicensable license to use the Services for your personal and non-commercial purposes. The license in this Section 4 states the entirety of your rights with respect to the Services. We reserve all rights not expressly granted to you in these Website Terms. 

SECTION 5: Trademarks. The name TONY’S CHOCOLONELY, all other TC names and trademarks, and all related names, trademarks, logos, designs and slogans are trademarks and trade names of TC or its licensors. You must not use such marks without our prior written permission. All other names, logos, designs, and slogans on the Services are the trademarks of their respective owners 

SECTION 6: Sales Terms and Other Terms and Conditions. See our Sales Terms for the terms and conditions governing online sale and delivery of our products, which are hereby incorporated into these Website Terms. Additional terms and conditions may apply to specific portions, services, or features of the Services. All such additional terms and conditions are hereby incorporated by this reference into these Website Terms. 

SECTION 7: Prohibited Uses. You may use the Services only for lawful purposes and in accordance with these Website Terms. You agree not to: 

7.1 Use the Services in any way that violates any federal, state, local, or international law or regulation (including, without limitation, any law regarding the export of data or software to or from the US or other countries). 

7.2 Use the Services for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise. 

7.3 Perform any fraudulent activity including impersonating any person or entity, claiming false affiliations, accessing the accounts of others without permission, or falsifying your age or date of birth. 

7.4 Violate the rights of third parties, including by infringing or misappropriating third party intellectual property rights. 

7.5 Sell or otherwise transfer the access granted herein or any Materials or any right or ability to view, access, or use any Materials. 

7.6 Send, knowingly receive, upload, download, use, or re-use any material that does not comply with the User Content standards in Section 8 of these Website Terms. 

7.7 Transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail," "chain letter," "spam," or any other similar solicitation. 

7.8 Interfere with the operation of the Services or any user's enjoyment of the Services, including without limitation by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making unsolicited offers or advertisements to other users of the Services; (iii) collecting personal information about users or third parties without their consent; (iv) using any device, software, or routine that interferes with the proper working of the Services; (v) attacking the Services via denial-of-service attack or distributed denial-of-service attack; or (vi) interfering with or disrupting any network, equipment, or server connected to or used to provide the Services, or violating the regulations, policies, or procedures for those networks, equipment, or servers. 

7.9 Use any robot, spider, or other automatic or manual device, process, or means to access the Services for any purpose, including monitoring, copying, or scraping any of the material or information on the Services.  

7.10 Otherwise attempt to interfere with the proper working of the Services or engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm TC or users of the Services, or expose them to liability. 

SECTION 8: User Content. 

All User Content must comply with all federal, state, local, and international laws and regulations. Without limiting the foregoing, User Content must not: 

  • Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable. 

  • Promote or include sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. 

  • Contain personal attacks against other participants, name-calling, slurs, hate speech, or bigotry. 

  • Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person. 

  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Website Terms and our Privacy Policy. 

  • Promote any illegal activity, or advocate, promote, or assist any unlawful act. 

  • Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person. 

  • Impersonate any person or misrepresent your identity or affiliation with any person or organization.  

  • Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising. 

  • Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case. 

8.2 You retain ownership of your User Content. Any User Content you post to the site will be considered non-confidential and non-proprietary. By providing any User Content through the Services, you irrevocably grant us, our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, the perpetual worldwide right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties your User Content for any purpose, consistent with our Privacy Policy. 

8.3 We may offer features that enable you to make User Content available to others (whether publicly or to a specified group). We cannot control what any third party may do with User Content and we are not responsible for the actions of any third party. Once User Content has been shared, those with access to it may be able to reshare, publish, re-use, modify, or otherwise exploit User Content, so please carefully consider what you choose to share before you share it.  

8.4 You are solely responsible for User Content associated with your account and the consequences of uploading, posting, or sharing that User Content. By uploading, posting, or sharing User Content, you affirm, represent, and warrant that: 

8.4.1 you are the creator and owner of the User Content, or you have the necessary licenses, rights, consents, and permissions to use and to authorize TC and others to exercise the rights and permissions granted by you in this Section; and 

8.4.2 your User Content, and the use thereof as contemplated herein or as stated on the Services, does not and will not violate any of the prohibitions set forth in Section 8.1, above or violate any law or regulation. 

8.5 We will not be responsible or liable for User Content. We disclaim any and all liability in connection with User Content. We are under no obligation to edit or control User Content that you or other users submit, post or publish. TC may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Website Terms or is otherwise objectionable. When using the Services, you may be exposed to User Content from a variety of sources. You acknowledge that others’ User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against TC with respect to User Content. If a user or content owner alleges that User Content does not conform to these Website Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we may do at any time and without notice. 

SECTION 9: Feedback. From time to time, you may provide to TC feedback, analysis, suggestions, and comments (including, but not limited to bug reports, test results, and design suggestions or ideas) related to the Services (collectively, “Feedback”). As between you and TC, all right, title and interest in and to any Feedback will be owned by TC. You agree that TC will have the perpetual, irrevocable, and worldwide right to make, use, sell, offer to sell, import, copy, reproduce, distribute, perform, display, create derivative works, modify, license, sublicense, and otherwise exploit all or part of the Feedback or any derivative thereof in any manner or media now known or hereafter devised without any remuneration, compensation, credit, or notice to you. 

SECTION 10: Copyright Complaints. 

10.1 If you believe any materials accessible on the Services infringe your copyright, you may request removal of those materials from the Services by submitting written notice to our Copyright Agent designated below, in accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”). The written notice must include substantially the following: 

  • Your physical or electronic signature. 

  • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Services, a representative list of such works. 

  • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material. 

  • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address). 

  • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law. 

  • A statement that the information in the written notice is accurate. 

  • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. 

10.2 If you believe that material you posted on the Service was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a "Counter Notice") by submitting written notification to our copyright agent designated below. Pursuant to the DMCA, the Counter Notice must include substantially the following: 

  • Your physical or electronic signature. 

  • An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled. 

  • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address). 

  • A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled. 

  • A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which TC is located) and that you will accept service from the person (or an agent of that person) who provided the DMCA notification with the complaint at issue. 

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice. Please be aware that if you knowingly materially misrepresent that material or activity on the Service was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA. 

10.3 Copyright infringement claims and notices and Counter Notices (but not other notices) should be sent to the attention of our Copyright Agent, in the following manner: 

TC Copyright Agent 

Stoel Rives LLP 

760 SW Ninth Ave, Suite 3000 

503.224.3380 

cr_pdx@stoel.com  

SECTION 11: Monitoring and Enforcement; Termination. 

11.1 We have the right to (i) remove or refuse to post any User Content for any or no reason in our sole discretion; (ii) take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Website Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for TC; (iii) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; or (iv) take legal action, including without limitation referral to law enforcement, for any illegal or unauthorized use of the Services. 

11.2 Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authority or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS TC AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY TC DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER TC OR LAW ENFORCEMENT AUTHORITIES. 

11.3 If you violate any provision of these Website Terms, TC may immediately suspend or terminate your access to and use of the Services, in its sole discretion, with or without notice to you. We will have no liability whatsoever on account of any suspension or termination of your access to or use of the Services. 

SECTION 12: Reliance on Information Posted.  

12.1 The information presented on or through the Services is made available only for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Services, or by anyone who may be informed of any of its contents.  

12.2 The Services may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by TC, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of TC. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties 

SECTION 13: Changes to the Services. We may update the content on the Services from time to time, but its content is not necessarily complete or up to date. Any of the material on the Services may be out of date at any given time, and we are under no obligation to update such material.  

SECTION 14: Information About You and Your Visits to the Services. All information we collect on or through the Services is subject to our Privacy Policy. By using the Services, you consent to any and all actions taken by us with respect to your information in compliance with the Privacy Policy.  

SECTION 15: Links from the Services. 

15.1 TC may provide tools through the Services that enable you to export information, including User Content, to third party services, including through features that allow you to link your account on TC with an account on the third-party service, such as Twitter or Facebook, or through our implementation of third-party buttons (such as “like” or “share” buttons). By using these tools, you agree that we may transfer such information to the applicable third-party service. Those third-party services are not under our control, and we are not responsible for their use of your exported information. 

15.2 If the Services contain links to other sites or resources provided by third parties, these links are for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of other sites or resources. We 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 third-party website linked to the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such website. 

SECTION 16: Geographic Restrictions. The Website Terms are for users based in the United States. We make no claim that the Services is accessible or appropriate outside of the United States. Access to the Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative. You are solely responsible for compliance with local laws. Although the Services may be accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Services are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. TC reserves the right to limit, in its sole discretion, the provision and quantity of any Service to any person or geographic area. Any offer for the Services is void where prohibited. The Services may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations. You shall not, and shall not permit any third parties to, directly or indirectly, export, reexport, or release any Services to any jurisdiction or country to which, or any party to whom, the export, reexport, or release of any Services is prohibited by applicable federal or foreign law, regulation, or rule.  

SECTION 17: Disclaimer of Warranties. 

17.1 THE SERVICES, INCLUDING ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TC HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO: (I) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT; AND (II) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. TC DOES NOT WARRANT THAT THE SERVICES OR ANY PART THEREOF WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, DEFECTS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DOES NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. 

17.2 YOU ASSUME ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICES, YOUR DEALINGS WITH OTHER USERS OF THE SERVICES, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICES, AND ACCESS, DOWNLOAD, USE, AND/OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING TO YOUR COMPUTER SYSTEM USED IN CONNECTION WITH THE SERVICES) OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF SUCH MATERIALS OR CONTENT. 

17.3 SOME JURISDICTIONS MAY PROHIBIT SOME DISCLAIMERS OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 

SECTION 18: Limitation on Liability. 

18.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL TC BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS OR CONTENT ON THE SERVICES, INCLUDING ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES), 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 BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT TC HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct, or death or bodily injury caused by products you purchase through the Services. 

18.2 YOU AGREE THAT THE AGGREGATE LIABILITY OF TC TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE THE SERVICES (INCLUDING ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES) OR OTHERWISE UNDER THESE WEBSITE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100 U.S. DOLLARS. 

18.3 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 

18.4 EACH PROVISION OF THESE WEBSITE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE WEBSITE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE WEBSITE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 

SECTION 19: Indemnification. You agree to defend, indemnify, and hold harmless TC and its affiliates, and their respective officers, directors, employees, consultants, and agents (“TC Entities”), from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (i) your access to, use of, or alleged use of the Services; (ii) your violation of these Website Terms or any representation, warranty, or agreements referenced in the Website Terms, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property, or privacy right; or (iv) any disputes or issues between you and any third party.  

SECTION 20: Governing Law and Jurisdiction. All matters relating to the Services and/or these Website 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 New York without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, these Website Terms or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the City of New York and County of New York. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such court. 

SECTION 21: Consent to Electronic Communications. By using the Services, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. 

SECTION 22: General. These Website Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and TC with respect to the Services and supersede all prior agreements with respect to the Services. Except as expressly permitted herein, the Website Terms may be amended only by a written agreement signed by authorized representatives of all parties to these Website Terms. You may not assign or transfer these Website Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Website Terms at any time without notice. The failure to require performance of any provision will not affect our right to require performance at any time thereafter, nor will a waiver of any breach or default of these Website Terms or any provision of these Website Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Website Terms is for convenience only and will not have any impact on the interpretation of particular provisions. If any provision of these Website Terms is found to be unlawful or unenforceable in any respect, you agree that the court may reform such provision so as to render it enforceable (or, if it is not possible to reform such provision so as to make it enforceable, then delete such provision). As so reformed or deleted, the court shall fully enforce the resulting Website Terms. Upon termination of these Website Terms, any provision that by its nature or express terms should survive will survive such termination or expiration. 

SECTION 23: Your Comments and Concerns. All feedback, comments, requests for technical support and other communications relating to the Services should be directed to mailus@tonyschocolonely.com.