Terms and Conditions of Use

Welcome to Chocolaterre.com. Chocolaterre.com is owned and operated by Chocolaterre LLC (“Chocolaterre”). These Website Terms and Conditions of Use (“Terms”) contain the terms and conditions upon which Chocolaterre is willing to provide you access to and use of this Chocolaterre website and all related pages, information, databases, materials and services (collectively, the “Site”), and governs your use and purchase of any products and services (collectively, the “Services”) available through the Site. These Terms form a contract between you and Chocolaterre. If you do not agree to be bound by these Terms, you may not access or use the Site or the Services. Use of the Site or purchase or use of the Services indicates your acceptance of these Terms, Chocolaterre’s Website Shipping and Return Policy and the Chocolaterre’s Website Privacy and Security Policy. Please scroll down through these Terms to review important provisions regarding arbitration, limitation of liability, waivers, indemnities, and other important provisions.

If you have questions regarding these Terms, please contact Chocolaterre at legal@chocolaterre.com.

You may only use this Site if you are at least 18 years of age. By accessing any portion of the Site, you have a limited license to use the Site and Services, including the limited right to view, bookmark, download and print, for your noncommercial, personal use and information only, those pages of the Site that interest you, subject to any other terms and conditions of use and/or payment in these Terms or on the Site. These Terms cannot be waived or modified by any oral communications between you and Chocolaterre.

Chocolaterre reserves the right, to change, delete, or update the Terms or other policies that govern use of the Site at its discretion, at any time, for any reason, without notice, including the right to terminate the Services or any part of the Services. Any amendments and modifications by Chocolaterre will be prospective only, and unless otherwise provided in this Agreement, will be effective upon being posted on the Site. Chocolaterre encourages you to review these Terms periodically for updates and changes. Your continued access or use of the Site shall be deemed acceptance of all changes.

If you have an account or other relationship with Chocolaterre, that relationship is governed by the agreement specific to that particular account or relationship. The terms of these other agreements are not altered by these Terms or by any content on the Site, provided that nothing in these other agreements shall diminish the protections and rights provided to Chocolaterre under these Terms. Except as expressly provided in additional terms of use for specific areas of the Site or the above-referenced agreements, these Terms constitute the entire agreement between you and Chocolaterre with respect to the use of the Site.

You agree that any information you provide to Chocolaterre, whether through the purchasing process or otherwise, including, without limitation, passwords, usernames, login ID’s, credit card and financial information, and other personally identifiable information whether through questionnaires, registration forms, or other information requests, (“Customer Information”), will be true, accurate, current and complete information. You agree not to provide Customer Information that is false, inaccurate, misleading, or fraudulent. You agree to provide Chocolaterre with any information reasonably requested by Chocolaterre related to the provision of the Services. You are solely responsible for all transactions, and transmissions that occur through the use of your Customer Information, and it is your responsibility to maintain and promptly update your Customer Information. You agree that Chocolaterre is not liable to you or any third party for damages or losses related to the accuracy or disclosure to Chocolaterre of your Customer Information. It is your responsibility to maintain the confidentiality of your Customer Information. Chocolaterre requires that you agree not to share your Customer Information with another person, nor allow another person to use your Customer Information. If you believe that someone has used your Registration Information to access any Chocolaterre services without your authorization, please contact Chocolaterre immediately.

Please review Chocolaterre’s Website Privacy and Security Policy for more information regarding Chocolaterre’s policies and procedures for disclosing and using your Customer Information. Subject to the Website Privacy and Security Policy, Chocolaterre retains a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use and store your information (in any media, currently known or unknown) related to these Terms or Chocolaterre’s provision of the Services.

You agree not to impersonate any person or entity, misrepresent any affiliation with another person, entity or association, use false e-mail or other headers, or otherwise conceal your identity from Chocolaterre for any purpose.

Chocolaterre relies on a variety of sources for the information it provides on the Site, including without limit information related to its Services. This information is provided to you in good faith based on the information available to Chocolaterre. Chocolaterre believes that the information is current and accurate but does not guarantee it. You should confirm how current the information is and the accuracy of any information with the author of such information or manufacturer or processor of any products.

You are responsible for promptly paying all fees associated with your use or purchase of the Services (the “Fees”) at the time of purchase. You are also responsible for any applicable federal, state, or local franchise fees, surcharges, sales and use taxes, and any other taxes (except those related to Chocolaterre’s net income) related to the Services (collectively, the "Taxes"). You shall promptly pay all Taxes at the time of purchase.

If you dispute any Fees related to purchase of any Services, you shall provide Chocolaterre with written notice describing such dispute in reasonable detail and shall include with such notice all documentation as may be reasonably required to support your position regarding the dispute. All disputes regarding any Fees must be submitted to Chocolaterre within 90 days of the purchase of the applicable Services. If you do not submit a claim within such time period, you waive all rights to dispute such Fees.

If the dispute is resolved in favor of Chocolaterre and you have withheld the disputed amount, any payments withheld pending settlement of the disputed amount shall bear interest at eighteen percent (18%) per annum or the highest amount permitted by law, whichever is lower, from the payment due date up to and including the date of payment. Chocolaterre shall be entitled to recovery of all costs and expenses (including reasonable attorneys’ fees and costs) incurred in enforcing your compliance with this Agreement.

Chocolaterre or its content providers own all of the content, materials, and other intellectual property related to the Site and the Services, including without limit all text, graphics, photographs, music, data, images, audio and video clips, software, names, button icons, logos, images, designs, titles, words or phrases, page headers, service names, trademarks, patents, and copyrights (collectively, “Materials”). You have no rights to the Materials, except as expressly set forth in these Terms. Any use of the Materials, except as permitted by these Terms, is expressly prohibited.

The contents and use of the Site (including Chocolaterre’s name and the logos and software used in the Site) are registered and/or protected by U.S. and international copyright, trademark, and other laws. You agree to retain all copyright and other proprietary notices contained in the Site or the Services. You may not delete or change any copyright or trademark notices, and cannot alter or modify the content in any manner without the express written permission of Chocolaterre.

You further agree that you may not:

1. use the Site to transmit, copy, reproduce, republish, upload, post, transmit, e-mail, or distribute in any way material or content that infringes any copyright, trademark, proprietary, or other right of any party or that violates these Terms;
2. copy (except as set forth above for noncommercial personal use), modify, distribute, create any derivative or compilation work from, or display Chocolaterre’s name or logo, or any text, graphic images, or other content from the Site or redeliver such content using framing or similar technology;
3. use any device designed to provide repeated automated access to any Site other than those made generally available by Chocolaterre;
4. include any Chocolaterre branded or trademarked materials, the name of any Chocolaterre personnel, or any variation of these items as a metatag or hidden textual element, or in any other fashion that may create a false or misleading impression of affiliation, sponsorship, or endorsement between Chocolaterre and you, any other party, or any other website, or otherwise use these items without Chocolaterre’s express written permission;
5. collect, harvest, or store personal data about other users of the Site or the Services;
6. upload, e-mail or otherwise transmit to Chocolaterre or through the Site or any Chocolaterre computer network any of the following: a sexually-explicit image or statement; advertising, promotional, or other unauthorized communication, including without limitation, “junk mail,” surveys, unsolicited e-mail, “spam,” “chain letters,” “pyramid schemes,” or other inappropriate or prohibited materials; and any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs, or any other computer code, files or programs that might interrupt, limit or interfere with, damage, surreptitiously intercept or expropriate any system, data or information related to the Site or any computer software, hardware or communications equipment that is owned, leased or used by Chocolaterre; or
7. create a link to the Site without Chocolaterre’s prior written permission.
8. use the Site or Services to post or transmit any threatening, false, misleading, abusive, harassing, libelous, defamatory, vulgar, obscene, scandalous, inflammatory, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national or international law;
9. use any robot, spider, scraper, or any other automated means to access the Site or the Services for any purpose without Chocolaterre’s express written permission; or
10. forge any TCP/IP packet header or any part of the header information in any email or posting; or
11. take any action that imposes, or may impose, in Chocolaterre’s sole discretion, an unreasonable or disproportionately large load on the Chocolaterre infrastructure; or
12. interfere or attempt to interfere with the proper working of the Site, the Services, or any activities conducted on the Site; or
13. bypass measures used by Chocolaterre to prevent or restrict access to the Site or the Services, violate or attempt to violate the security or authentication measures of the system, or attempt to prove, scan, or test the vulnerability of a system or network without proper written authorization from Chocolaterre.

Chocolaterre reserves the right to disclose the identity of anyone posting or transmitting any information or materials violating the above prohibitions to law enforcement authorities or pursuant to any court order requesting or directing Chocolaterre to disclose such information.

These Terms are effective until terminated by either party. If you no longer agree to be bound by these Terms, you must cease use of the Site and the Services. You agree that Chocolaterre may terminate, restrict, or suspend part or all of your license to access the Site or delete any content transmitted to or through the Site, at any time, at its sole discretion, without prior notice to you and without any liability to you. Chocolaterre also reserves the right to take any action relating to user-submitted information that it deems necessary or appropriate if such information, as determined in Chocolaterre’s sole discretion, may create liability for Chocolaterre, its agents or its contractors, or may affect Chocolaterre’s business relationships or contracts with its agents or its contractors. Chocolaterre further reserves the right to remove any materials that are defamatory, abusive, illegal, harassing, immoral, disruptive or do not conform to these Terms - though Chocolaterre shall be under no affirmative obligation to monitor any of the foregoing or to otherwise screen or monitor any communications or information prior to their posting. You agree Chocolaterre has the right, but is not obligated, to monitor your use of the Site and any communications made by you related to such use in any manner; and you release Chocolaterre from any liability related to its monitoring activities. If Chocolaterre denies you access to the Site, you agree to destroy all materials obtained from the Site and all copies of those materials with the exception of your personal customer-account-related materials. You acknowledge that, upon termination, Chocolaterre may immediately deactivate or delete your account and all related information and files in the account and bar you from further access to the files, the Site, and the Services.

For your general informational use only, Chocolaterre may provide access to third party websites. These links will allow you to leave the Site. The linked sites are not under the control of Chocolaterre and Chocolaterre is not responsible for the contents of any linked site. By providing access to other websites, Chocolaterre is not recommending or supporting any third party, is not recommending the purchase or sale of any products or services of a third party, and is not endorsing or acknowledging that it is affiliated with any website's sponsoring organization.

Chocolaterre is not obligated to maintain, verify, update or post any corrections to such third party information for any reason. Nothing in the Site referencing any third parties with whom Chocolaterre conducts business, and nothing in these Terms, shall be deemed to create any agency relationship, affiliation, or sponsorship among Chocolaterre and such third parties or you, or make the third parties or you partners or joint venturers with Chocolaterre, or otherwise provide you or any third parties with any rights to act on Chocolaterre’s behalf. Chocolaterre does not represent or guarantee the truthfulness, accuracy, completeness, timeliness, authorship, suitability of content, or reliability of communications posted by third parties, nor does Chocolaterre endorse any opinions expressed by users or any third parties using the Site. Consequently, you agree that Chocolaterre does not guarantee, and is not liable to you for any third party content.

In using this Site you acknowledge and accept that there are risks, including, without limitation, the risk of harm of people acting under false pretenses. You assume all risks associated with dealing with other users with whom you come in contact through the Site and other parties that use the Site or your Customer Information for unauthorized or illegal purposes.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ALL INFORMATION, SERVICES, SOFTWARE AND CONTENT AVAILABLE THROUGH THE SITE, AND THE SITE ITSELF, ARE FURNISHED FOR GENERAL INFORMATIONAL PURPOSES ONLY, AND ARE FURNISHED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY IMPLIED OR EXPRESSED WARRANTY OF ANY KIND (INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, SECURITY, CORRECTNESS AND NON-INFRINGEMENT). THE CHOCOLATERRE PARTIES MAKE NO REPRESENTATION OR WARRANTY REGARDING, ARE NOT RESPONSIBLE FOR, AND DISCLAIM ALL LIABILITY FOR, THE CONTINUED AVAILABILITY, RELIABILITY, ACCURACY, RESULTS OR PERFORMANCE OF THE SITE OR ANY MATERIAL ON THE SITE, THE PERFORMANCE OF THE INTERNET, THE DOWNLOADING COMPATIBILITY OF ANY MATERIALS OR SOFTWARE WITH YOUR COMPUTER SYSTEM, THE EXISTENCE OF ANY VIRUS, WORM, MALICIOUS CODE OR OTHER DISABLING DEVICE FROM ANY SOURCE, THE UNAUTHORIZED ACCESS TO OR USE OF YOUR INFORMATION BY A PARTY OTHER THAN CHOCOLATERRE, ANY TECHNICAL FAILURES (INCLUDING HARDWARE OR SOFTWARE FAILURES), INCOMPLETE, SCRAMBLED, OR DELAYED COMPUTER TRANSMISSIONS, AND/OR TECHNICAL INACCURACIES, OR LOSS OR USE OF DATA, AS WELL AS UNAUTHORIZED ACCESS OF USER TRANSMISSIONS BY THIRD PARTIES ARISING OUT OF OR RELATED TO THESE TERMS. NO ONE IS AUTHORIZED TO MAKE ANY WARRANTY ON CHOCOLATERRE’S BEHALF, AND YOU CANNOT RELY ON ANY OTHER STATEMENT OF WARRANTY. YOU ASSUME RESPONSIBILITY FOR THE ACCURACY, APPROPRIATENESS, AND LEGALITY OF ANY INFORMATION YOU SUPPLY TO CHOCOLATERRE.

YOU AGREE THAT CHOCOLATERRE, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AND SUPPLIERS (COLLECTIVELY THE “CHOCOLATERRE PARTIES”) ARE NOT LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES. IN NO EVENT SHALL THE CHOCOLATERRE PARTIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES, LOSSES, FEES AND EXPENSES (INCLUDING ATTORNEYS' FEES), WHETHER IN CONTRACT, TORT, TRESPASS OR OTHERWISE EXCEED THE AMOUNT (IF ANY) PAID BY YOU TO CHOCOLATERRE TO PURCHASE THE PARTICULAR PRODUCTS OR SERVICES WHICH FORM THE BASIS OF YOUR CLAIM, THE AMOUNTS PAID BY YOU TO CHOCOLATERRE TO PURCHASE PRODUCTS OR SERVICES IN THE THREE (3) MONTHS PRECEDING ANY CLAIM WHERE YOUR CLAIM DOES NOT RELATE TO PRODUCTS OR SERVICES PURCHASED, OR $100 IF YOU HAVE NOT PAID ANY AMOUNTS TO CHOCOLATERRE. IF YOU LIVE IN A STATE THAT DOES NOT ALLOW THE WAIVER OF CERTAIN WARRANTIES, OR LIMITATIONS OR DAMAGES WAIVERS DESCRIBED IN THIS SECTION, SOME OF THESE WAIVERS AND LIMITATIONS MAY NOT APPLY TO YOU. YOU AGREE TO PROMPTLY NOTIFY CHOCOLATERRE IN WRITING IF YOU BELIEVE YOU HAVE ANY CLAIM AGAINST THE CHOCOLATERRE PARTIES, AND, IN ANY EVENT, YOU AGREE THAT ANY CLAIM NOT BROUGHT WITHIN ONE YEAR OF YOUR DISCOVERY SHALL BE DEEMED WAIVED AND RELEASED.

In consideration of your use of the Site, you hereby agree to indemnify Chocolaterre, its subsidiaries, affiliates, officers, directors, employees, agents, contractors, and any third party information or service providers from and against any and all claims, losses, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys' fees and costs) arising out of or related to your: (i) breach of these Terms, (ii) violation of any person's or entity's legal rights (including, without limitation, copyright, patent, trade secret, trademark, or other proprietary rights, or publicity, contract, moral, or privacy rights) (iii) violation of any applicable law, rule or regulation, (iv) negligence, recklessness, or misconduct, or to (v) unauthorized use of your Customer Information by a party other than Chocolaterre.

Chocolaterre controls and operates the Site from its offices within the State of Wisconsin in the United States. If you choose to access the Site from other locations, you do so at your own risk and initiative and are responsible for compliance with any applicable local laws and regulations. You agree that the laws of the State of Wisconsin (excluding any choice of law rules) govern your rights and obligations relating to Chocolaterre and your use of the Site.

You agree to comply with all United States export laws and regulations. You assume sole responsibility for any required export approval and/or licenses and all related costs and for the violation of any United States export law or regulation. You acknowledge that export of the products or services and any related documentation, in whole or part, contrary to United States law is prohibited. You agree that no part of the products or services available through the Site, either in whole or part, is being acquired for shipment, transfer, or re-export, directly or indirectly, to proscribed, embargoed, or prohibited countries or their nationals, denied destinations, or for prohibited activities or for weapons.

If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

No failure to exercise and no delay in exercising, by Chocolaterre, any right, power or privilege hereunder shall operate as a waiver hereof, except as expressly provided herein. Any waiver by Chocolaterre of a breach of any provision of these Terms shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a modification of the Terms unless and until agreed to in writing by Chocolaterre.

Certain areas of this Site may be subject to additional terms of use. By using such areas or any part thereof, you agree to be bound by the additional terms of use applicable to such areas.

Pursuant to the Digital Millennium Copyright Act, Chocolaterre designates the agent below to receive notifications of claimed copyright infringement. If you reasonably believe that your work has been copied in a way that constitutes copyright infringement, please provide Chocolaterre’s designated agent the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. a description of the copyrighted work that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on any Site;
4. your address, telephone number, and e-mail address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the information included in your notification is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

Chocolaterre’s designated agent for notification may be contacted at:

By Mail: Attention: Copyright Agent
Unit 307
10936 N. Port Washington Rd
Mequon WI 53092
USA
By Phone: 1-888-700-1112
By Fax: 1-888-700-1112
By E-mail: legal@chocolaterre.com

If a dispute arises between you and any of the Chocolaterre Parties, it is the goal of Chocolaterre to work in good faith with you to quickly and amicably resolve the dispute. All disputes, claims, or controversies (“Claims”) arising under or relating to these Terms, the Site, or the Services that cannot be resolved informally, will be finally resolved by binding arbitration as described herein.

Any dispute arising under or related to these Terms, the Site, or the Services (including the arbitrability of such a dispute and the existence, validity, interpretation, performance, termination or breach thereof) shall be finally settled by binding arbitration by a single arbitrator in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association ("AAA"), with the arbitration to be commenced no later than one (1) year after such Claim accrues (in absence of which it shall be deemed forever waived). A judgment upon an arbitrator’s award may be entered by any court of competent jurisdiction. The arbitrator shall be an expert in the field of Internet services. To the extent permitted by applicable law, you agree that there shall be no class action arbitration related to these Terms, the Site, or the Services. All parties shall bear their own expenses, except that the parties shall equally share the expenses of the arbitrator (except for the required non-refundable filing fees which shall be paid solely by the party asserting the related Claim).

The above obligations to arbitrate shall not: (i) apply to violations of the Restrictions on Use of Chocolaterre Materials contained above; or (ii) prevent a party from seeking a preliminary injunction, temporary restraining order, specific performance or other procedures in a court of competent jurisdiction to obtain interim relief when deemed necessary by such court to preserve the status quo or prevent irreparable injury pending resolution by arbitration of the actual dispute.

Exclusive jurisdiction and venue for arbitration or any other legal action or proceeding in any way related to the Site, the Services, or these Terms shall be in Madison, Wisconsin. Any matter brought before a court shall be brought solely in the state or federal courts located in Madison, Wisconsin. The parties hereby waive their right to a jury trial.

For purposes of these Terms, the parties hereto shall be independent contractors and neither shall at any time be considered an agent or employee of the other. No joint venture, partnership, or like relationship is created between the parties by this Agreement.

These Terms, and any policies referenced and attached hereto, constitute the entire agreement between you and Chocolaterre related to the Site and services. All prior agreements, representations, statements, negotiations, and undertakings with respect to the subject matter herein are superseded by these Terms. These Terms may not be amended, altered or added to in any manner except as set forth by a document in writing and signed by an authorized representative of each party. If there is a conflict between these Terms and any terms appearing on the Site, or in any policies, those terms that are more favorable to Chocolaterre shall govern.

The headings of the sections in these Terms are strictly for convenience and shall not in any way be construed as amplifying or limiting any of these Terms.

The terms that by their nature are intended to survive beyond the termination, cancellation, or expiration of these Terms shall survive.

Version 1.3