Terms & Conditions
TERMS OF USE
Last Updated: March 17, 2023. Please check back periodically for updates or modifications.
These Terms of Use (the “Terms of Use”) govern your access to and use of Ghirardelli Chocolate Company (“Ghirardelli”, “we”, “us”, or “our”) websites, online shops, and applications (the “Sites”). For information and policies regarding product returns, please see Returns & Guarantees.
Acceptance of Terms
These Terms of Use constitute a binding contract between you and Ghirardelli. The services, features, functionality, and offers (the “Services”) that Ghirardelli provides to you via the Sites are subject to the following Terms of Use.
THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION PROVISION AND A CLASS ACTION WAIVER THAT REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES.
BY ACCESSING, BROWSING, DOWNLOADING, REGISTERING TO RECEIVE THE SITES OR THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS OF USE IN FULL. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT USE ANY PORTION OF THE SITES OR THE SERVICES.
Changes to the Terms of Use
We may update or modify these Terms of Use at any time effective upon posting the revised Terms of Use, along with the revision date, on the Sites. We may give notice of such updates or modifications by any reasonable means, including by posting a revised version of these Terms of Use on the Sites. Your continued access or use of the Sites and/or the Services following any updates or modifications to these Terms of Use will constitute your acceptance of such changes. The “Last Updated” date above indicates when these Terms of Use were last updated or modified.
The version of these Terms of Use posted on our Sites on each respective date you visit the Sites will be the Terms of Use applicable to your access and use of the Sites and the Services on that date. Our electronically or otherwise properly stored copy of these Terms of Use shall be deemed to be the complete, valid, and authentic copy of the version of the Terms of Use that was in force on each respective date you visited the Sites.
Arbitration; Class Action Waiver; Governing Law; Claim Limitation
EXCEPT FOR DISPUTES, CLAIMS, OR CONTROVERSIES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES, CLAIMS, OR CONTROVERSIES ARISING OUT OF OR RELATED TO THESE TERMS OF USE, THE SITES, THE SERVICES, OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND GHIRARDELLI (WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY) WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF A COURT. YOU AND GHIRARDELLI EACH WAIVE THE RIGHT TO SUE IN COURT AND TO HAVE A JURY TRIAL. YOU AGREE THAT ANY ARBITRATION UNDER THESE TERMS OF USE WILL TAKE PLACE ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.
Prior to initiating the arbitration, the initiating party will give written notice to the other party of its claim, and the parties will have sixty (60) days to negotiate and attempt to resolve the dispute, after which time unresolved claims may proceed to arbitration in accordance with this section.
The arbitration will be conducted in California before one arbitrator. The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect. The arbitrator, and not any federal or state court, shall have exclusive authority to resolve any dispute, claim, or controversy arising out of or relating to the interpretation, applicability, arbitrability, enforceability, or formation of these Terms of Use. To the extent that the arbitrator deems reasonable, the arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances. Arbitration proceedings will be conducted in English and in a manner that preserves confidentiality. Unless you and Ghirardelli agree otherwise, any decision or award will consist of a written statement stating the disposition of each claim and including a concise written statement of the essential findings and conclusions on which the award is based. The arbitrator’s decision will follow the plain meaning of the relevant documents and will be final and binding and may be entered thereafter by any court of competent jurisdiction. The arbitrator shall not be empowered to award punitive or exemplary damages to any party, except where permitted by statue, and the parties waive any right to recover such damages. Nothing in this section shall prohibit the discovery or exchange of non-privileged information relevant to the dispute, claim, or controversy.
You and Ghirardelli will share the costs of arbitration equally with respect to JAMS fees; provided that each party will be solely responsible for its own attorneys’ fees and costs. Notwithstanding the foregoing, if you are an individual consumer, as defined by JAMS, then you will have the right to an in-person arbitration hearing in your hometown area, and Ghirardelli will be responsible for 100% of the costs and fees of the arbitration charged by JAMS after you pay a filing fee similar to the fee for filing a lawsuit in court (but each party will be solely responsible for its own attorneys’ fees and costs).
Notwithstanding the foregoing, nothing in these Terms of Use will preclude Ghirardelli from seeking any injunctive relief or other provisional remedy in a court of law. You agree to exclusive jurisdiction of the state and federal courts located in California for such claims, and you expressly consent to personal jurisdiction there and waive any claims that venue is improper for any reason in these courts.
These Terms of Use shall be governed by and construed under the laws of California, without regard to conflict of laws, principles, or rules, and regardless of your location.
Any dispute, claim, controversy, or other legal action brought by you that arises out of or relates to these Terms of Use, the Sites, the Services, or the Content must be commenced within one year after the cause of action arises.
Ownership of the Sites and the Services and Access License
You understand and agree that Ghirardelli owns or has been licensed by third parties to use, all right, title, and interest in and to the Sites, the Services, and all information, text, data, computer code, music, artwork, databases, graphics, images, sound recordings, audio and visual clips, logos, software, and other materials contained therein (collectively, the “Content”), as well as the compilation, collection, design, selection, structure, selection, coordination, expression, “look and feel,” and arrangement of such Content. For the avoidance of doubt, “Content” does not include any Third Party Materials (as defined below) or any features or services made available through third party websites.
You acknowledge that the Sites and Services are proprietary to Ghirardelli and are protected by applicable intellectual property and other proprietary rights, laws, and treaties of the United States and other countries, and that you acquire no ownership interest in the Sites or the Services by accessing or using either.
Subject to these Terms of Use and your compliance with these Terms of Use, Ghirardelli hereby grants you a personal, non-exclusive, non-transferable, revocable, limited license to use the Sites or the Services solely for your personal, non-commercial, and internal use. All rights not expressly granted to you in these Terms of Use are reserved and retained by Ghirardelli.
Use of the Sites and the Services
You represent and warrant to Ghirardelli that all information that you provide to us in connection with your access to and use of the Sites and the Services will be true, accurate, and complete.
Further, you agree you will not do or attempt to do the following in connection with the Sites or the Services:
(a) Use the Sites or the Services for any unlawful, unauthorized, fraudulent or malicious purpose, or any purpose other than as intended;
Upload or transmit any data, information, text, software, or other 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 upload or transmit;
(b) Create a false identity for the purpose of misleading others or impersonate any person or entity, including, without limitation, any Ghirardelli representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
Upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
(c) Use any of the Sites’ or Services’ communication features in a manner that adversely affects the availability of its resources to other users (e.g., use of all caps or flooding continuous posting of repetitive text);
Upload or transmit any unsolicited advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or any other form of solicitation, commercial or otherwise;
(d) Violate any applicable local, state, national or international law;
Probe, scan, test the vulnerability of or breach the authentication measures of, the Sites or any related networks or systems without Ghirardelli’s consent;
(e) Register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any products or services if you are not expressly authorized by such party to do so;
Cause the Sites, the Services, or any Content to be displayed in any way that is disparaging to Ghirardelli or otherwise imply or state that any type of relationship or special arrangements exist with Ghirardelli and any other entity without Ghirardelli’s consent;
(f) Use any logo or trademark of Ghirardelli as a hyperlink “button”, or in any other manner, without Ghirardelli’s express prior written consent;
Harvest or otherwise collect information about others, including e-mail addresses;
(g) Copy, modify, create a derivative work from, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in or access to the Sites or the Services;
Attempt to gain any unauthorized access to the Sites or the Services, or any of its associated Content, including any associated computer systems, software, or networks, or use the Sites or the Services in a way that could damage, disable, overburden, or impair any server, or the network(s) connected to any server; or
(h) Use any robot, spider, scraper, or other automated or manual means to access the Sites or the Services, or copy any Content or information thereon.
Products Purchased Through the Sites
You agree that purchases of Ghirardelli products through the Sites and Services are for personal use only and are NOT intended for resale to any third parties including other individuals or business entities. You shall not directly or indirectly sell or transfer products purchased through the Sites or Services to any persons or entities that you know or have reason to know intend to resell the products. A violation of this resale prohibition may result in having your online account terminated and any further orders blocked or cancelled.
Accounts
In order to utilize certain portions of the Sites and the Services, you may need to set up an account (including establishing a login ID and password). You may only establish an account on the Sites and the Services if you are age 18 or older. You are responsible for maintaining the confidentiality of your account information, including your login ID and password, and for any and all activity that occurs under your account or login ID. You agree to notify Ghirardelli immediately upon learning of any unauthorized access or use of your account, login ID, or password or any other unauthorized access or breach of security. You may not use any other user’s account, login ID, or password at anytime. You may not transfer or assign your account.
Submissions
Any information, communications, or material of any type or nature that you submit to or post on the Sites or the Services (each, a “Submission”) is done at your own risk and without any expectation of privacy. You are fully responsible for all Submissions, which must comply with these Terms of Use. You hereby agree that by submitting or posting such Submissions, you hereby grant Ghirardelli a nonexclusive, unrestricted, irrevocable, worldwide, sublicensable, transferable, perpetual, fully paid up and royalty-free right to copy, display, edit, publish, prepare derivative works of, distribute, process, analyze, use and commercialize, in any media known or hereinafter developed, such Submissions (or any content or materials contained therein). You hereby represent and warrant that you have the legal right to make such Submissions, and such Submissions do not contain confidential or proprietary content of any third party nor are you using such Submissions in violation of any law or contractual restriction. Ghirardelli Chocolate Company reserves the right to monitor Submissions as it deems appropriate and to remove any Submissions posted on the Sites for any reason in its sole discretion.
Electronic Communications
When you use the Sites, the Services, 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 Sites and/or the Services. 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 as described in these Terms of Use.
Disclaimers of Warranty
The information and materials available through the Sites are for informational and educational purposes only. You acknowledge and agree that your use of the Sites is at your own risk.
THE SITES, THE SERVICES, AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
GHIRARDELLI DOES NOT REPRESENT, WARRANT OR COVENANT THAT THE SITES, THE SERVICES, OR THE CONTENT ARE ACCURATE, CURRENT, FREE OF TECHNICAL AND TYPOGRAPHICAL ERRORS, SECURE, RELIABLE, OR APPROPRIATE FOR ANY PARTICULAR USE, THAT THEY ARE OR WILL BE AVAILABLE ON AN UNINTERRUPTED AND ERROR-FREE BASIS, THAT DEFECTS WILL BE IDENTIFIED OR CORRECTED, OR THAT THE SITES, THE SERVICES, OR THE CONTENT ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS OR THAT THEY WILL OTHERWISE MEET YOUR REQUIREMENTS. IF YOU ARE DISSATISFIED WITH THE SITES, THE SERVICES, OR THE CONTENT, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITES, THE SERVICES, OR THE CONTENT.
FURTHER, GHIRARDELLI ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT. GHIRARDELLI SPECIFICALLY DISCLAIMS ANY DUTY TO UPDATE THE CONTENT, OR ANY OTHER INFORMATION ON THE SITES OR THE SERVICES.
Limitation of Liability
IN NO EVENT SHALL GHIRARDELLI, ITS CONTRACTORS, SUPPLIERS, LICENSORS, CONTENT PROVIDERS, OR THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AND AGENTS OF EACH OF THE FOREGOING (COLLECTIVELY, THE “GHIRARDELLI PARTIES”), BE LIABLE TO YOU FOR ANY LOSS, COST, DAMAGE, OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH: (A) THE USE OF, OR RELIANCE ON, THE SITES, THE SERVICES, OR THE CONTENT; (B) THE SECURITY OF THE SITES, THE SERVICES, OR THE CONTENT; (C) THE USE, COPYING, OR DISPLAY OF THE SITES, THE SERVICES, THE CONTENT, OR THE TRANSMISSION OF INFORMATION TO OR FROM THE SITES, THE SERVICES, OR THE CONTENT OVER THE INTERNET; (D) GHIRARDELLI’S PERFORMANCE OF, OR FAILURE TO PERFORM, ITS OBLIGATIONS IN CONNECTION WITH THESE TERMS OF USE AND THE SITES, THE SERVICES, OR THE CONTENT; (E) ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT BY YOU, OTHER USERS OF SITES, THE SERVICES, THE CONTENT, OR OTHER THIRD PARTIES; OR (F) THE AVAILABILITY, RELIABILITY, ACCURACY, TIMELINESS, OR QUALITY OF THE SITES, THE SERVICES, OR THE CONTENT.
UNDER NO CIRCUMSTANCES SHALL ANY OF THE GHIRARDELLI PARTIES, BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES OR COSTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE SITE, THE SERVICES, THE CONTENT, OR ANYTHING DESCRIBED IN THE FOREGOING CLAUSES (A) THROUGH (F), OR ANY OTHER CAUSE BEYOND THE CONTROL OF GHIRARDELLI, EVEN IF GHIRARDELLI WAS ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE AGGREGATE LIABILITY OF GHIRARDELLI PARTIES, SHALL BE LIMITED IN ACCORDANCE WITH THESE TERMS OF USE TO THE FULLEST EXTENT PERMITTED BY LAW.
WITHOUT LIMITING ANY OF THE FOREGOING, IF ANY OF THE GHIRARDELLI PARTIES IS FOUND LIABLE TO YOU AS A RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN CONNECTION WITH THESE TERMS OF USE, THE SITES, THE SERVICES, OR THE CONTENT, THE GHIRARDELLI PARTIES’ CUMULATIVE, AGGREGATE, AND MAXIMUM LIABILITY FOR ALL SUCH CLAIMS AND OTHER MATTERS IN ANY CALENDAR YEAR SHALL NOT EXCEED USD $100.
Indemnification
You agree to indemnify, defend and hold the Ghirardelli Parties harmless from and against all claims, demands, suits or other proceedings, and all resulting loss, damage, liability, cost, and expense (including attorneys’ fees), brought by any third party in connection with or arising out of: (a) content, data, or information that you submit, post to, or transmit through the Sites or the Services (including Submissions), (b) your access to and use of the Sites, the Services, and the Content, (c) your violation of these Terms of Use, or (d) your violation of any applicable law, regulation or code, or your violation of any rights of another. We reserve, and you grant to us, the right to assume exclusive defense and control of any matter subject to indemnification by you hereunder. All rights and duties of indemnification that are set forth herein shall survive termination of these Terms of Use.
Linked Websites
Certain hyperlinks may be provided on the Sites and the Services that link to other websites or social media platforms which are not under the control of Ghirardelli (the “Linked Websites”). Ghirardelli does not endorse or sponsor any Linked Websites and is not responsible for the availability, accuracy, content, or any other aspect of the Linked Websites. Ghirardelli disclaims all liability arising in connection with such Linked Websites, and makes no representations or warranties with respect to any products or services made available through any Linked Websites. Your use of Linked Websites is subject to the terms and conditions of such Linked Websites.
Disclaimer of Third Party Information
To the extent that any information, material, or functionality on the Sites or the Services is provided by third party content providers (“Third Party Materials”), Ghirardelli has no responsibility over such Third Party Materials. Therefore, any opinions, statements, products, services or other Third Party Materials are those of the applicable third party. Ghirardelli does not represent or endorse the accuracy or reliability of any information provided by any third party (including any Submissions), or represent or warrant that your use of any Third Party Materials will not infringe rights of third parties not owned by or affiliated with Ghirardelli.
Termination
Ghirardelli may modify, suspend, or terminate your right to use or access all or any part of the Sites or the Services, or any portion thereof, for any reason at any time in its sole discretion and without notice. Ghirardelli may, at any time, modify or discontinue the Sites or the Services, or any portion thereof.
General
These Terms of Use constitute the entire agreement with respect to your access to and use of the Sites and the Services. You agree that you shall not contest the admissibility or enforceability of Ghirardelli’s copy of these Terms of Use in connection with any action or proceeding arising out of or relating to these Terms of Use. To the extent any portion of these Terms of Use shall be determined to be unenforceable by a court of competent jurisdiction, such portion will be modified by the court solely to the extent necessary to cause such portion to be enforceable, and these Terms of Use as so modified will remain in full force and effect. Any waiver of any provisions contained in these Terms of Use by Ghirardelli shall not be deemed to be a waiver of any other provision of these Terms of Use. Any rights not expressly granted herein are reserved.
Contact Us
The Sites and the Servicesis Website areis operated by or on behalf of Ghirardelli Chocolate Company, registered in California and located at 1111 139th Avenue, San Leandro, CA 94578. If you have any questions regarding these Terms and Conditions, please contact us via the online form: https://www.ghirardelli.com/contact-us or write to us at the address mentioned above.