This TOU, TOGETHER WITH any other terms and conditions or policies THAT this TOU refers to, FORMS a binding agreement between you and Godiva. Please read this TOU carefully before ACCESSING, DOWNLOADING or using any of the Online Services. If you do not agree TO THIS TOU, you ARE NOT AUTHORIZED OR LICENSED TO USE ANY ONLINE SERVICE AND MUST IMMEDIATELY CEASE USING THE ONLINE SERVICES.
We reserve the right, in our sole discretion and without notice, to amend this TOU at any time by posting an updated version of this TOU on this page, so you should periodically review this page for any updates. Such changes will be effective when posted, and the date on which this TOU was most recently updated is stated at the end of this TOU. To the fullest extent permitted by applicable law, each updated version of the TOU will apply to all past and current users of the Online Services and will replace any prior version of the TOU. By continuing to use the Online Services after we post any updated version of the TOU, you accept and agree to this TOU as amended.
PLEASE NOTE: THIS TOU CONTAINS A BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER PROVISION IN SECTION 22 BELOW THAT AFFECTS YOUR RIGHTS UNDER THIS TOU AND HOW DISPUTES BETWEEN YOU AND GODIVA WILL BE RESOLVED. YOU HAVE A TIME-LIMITED RIGHT TO OPT OUT OF THE BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS, AS FURTHER DESCRIBED IN SECTION 22 BELOW.
Certain features, content, products, services or software that you access, use, purchase or download using the Online Services may be subject to additional terms and conditions that are specifically referenced in this TOU or are presented to you at the time that you access, use, purchase or download them, and such terms and conditions may also be updated at any time. For example:
In addition, if Godiva conducts sweepstakes or other promotions, your participation or entering into of such sweepstakes or promotions may be subject to your agreement to additional terms and conditions presented to you at the applicable time. Some areas of the Online Services may be provided by our third party partners and may be subject to separate terms and conditions of use, which are posted within those areas to the extent applicable and shall apply to you and your use of those areas.
Except for your Submitted Materials (as defined in Section 7), we and our licensors own, solely and exclusively, all rights, title and interest (including, but not limited to, copyrights) in and to the Online Services, all the content (including, but not limited to, all audio, photographs, images, illustrations, renderings, drawings, webcasts, RSS feeds, podcasts, other services, graphics, logos, games, widgets, gadgets, applets, other distributable applications, other visuals, video, copy and software), code, data and other materials on the Online Services, the look and feel, design and organization of the Online Services, and the compilation and organization of the foregoing (collectively, the “Content”), including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein. Your use of the Online Services does not transfer, assign or grant to you any right, title or interest in or to any Content or any other part of the Online Services, nor does it grant you any license to use or display any of the foregoing except as expressly permitted in Section 4.
Without limiting the foregoing, the trademarks, logos, service marks and trade names displayed on the Online Services, including, but not limited to, “GODIVA” (collectively the "Trademarks"), are the registered and unregistered trademarks of Godiva, its affiliates or third parties and may not be used unless Godiva, or its affiliate or the third party, as applicable, that owns such Trademark, expressly authorizes such use in writing. Nothing contained on the Online Services should be construed as granting, expressly, by implication, estoppel or otherwise any license or right to use any Trademark displayed on the Online Services or included in the Content, without our prior written permission or that of the applicable third-party rights holder.
Subject to this TOU and your compliance with this TOU, we grant to you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to access, view, use and display the Online Services on your computer or other device from within the United States of America for your personal, non-commercial use only. No part of the Online Services or Content (or any of our products or services advertised or sold on or through the Online Services) may be copied, reproduced, republished, exploited, downloaded, uploaded, posted, transmitted, modified, derived, exploited, distributed or used in any manner whatsoever, without our prior written consent or that of the applicable third-party rights owner.
You agree to comply with the following rules of conduct and limitations when you use the Online Services:
Although Godiva has no obligation to monitor any user conduct on the Online Services, Godiva reserves the right and has absolute discretion to monitor any user conduct on the Online Services at any time and for any reason without notice.
You must be 18 years of age or older to use the Online Services and to register with the Online Services and create an account. To access certain features or areas of the Online Services, you may be required to provide personal and/or demographic information as part of an Online Services registration or log-in process. You may also be required to provide certain information about yourself as a condition to downloading, installing or using the App or certain of its features or functionality. You agree to provide true, accurate, current and complete information about yourself as prompted by the applicable registration or log-in form, and you are responsible for keeping such information up-to-date (including, but not limited to, your contact information, so that we can reliably contact you). The information you submit must describe you only (you may not impersonate another person or entity), and you may not sell, share or otherwise transfer your account or your account information.
You are responsible for all activity occurring using your account or when the Online Services are accessed through your account, whether authorized by you or not, and for the confidentiality and security of your account log-in credentials. Therefore, if you create an account, be sure to protect the confidentiality of your account use name and password. We will not be liable for any loss or damage arising from your failure to protect your user name, password or account information.
Unless specifically requested by us, we neither solicit nor wish to receive any confidential, secret or proprietary information or other material from you. Any information, proposals, requests, creative works, pictures, photographs, documents, letters, demos, ideas, know-how, suggestions, concepts, methods, systems, designs, drawings, renderings, plans, techniques, comments, criticisms, reports, reviews, ratings, feedback or other information, content or materials that you submit, post, upload, distribute, store, send or transmit to, on or through the Online Services in any manner (collectively, “Submitted Materials”) will be deemed not to be confidential, secret or proprietary and may be used by us in any manner, without restriction.
By submitting, posting, uploading, distributing, storing, sending or transmitting Submitted Materials to, on or through any Online Service, you: (i) you represent and warrant that your Submitted Materials comply with this TOU (including, without limitation, Section 4), (ii) represent and warrant that either (a) your Submitted Materials are original to you and no other party has any rights thereto, or (b) that you have all licenses, rights, consents and permissions necessary to use such Submitted Materials, to submit them to the Online Services for our use, and to validly grant to us (and our affiliates) the license set forth in the following clause (iii), and that any “moral rights” in the Submitted Materials have been waived; and (iii) hereby grant to us (and our affiliates) a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sub-licensable (through multiple tiers) right and license to use, copy, reproduce, modify, store, adapt, publish, translate, create derivative works from, distribute, perform, display, make, exploit, sell, export and incorporate into other works, products or services (including, but not limited to, the Online Services), in whole or in part, such Submitted Materials, in any form, media, or technology now known or later developed, for any purpose. We are not responsible for maintaining or storing, and may delete or destroy, any Submitted Material that you provide. You agree to keep copies of all necessary supporting documentation and to make such records available to us upon our request.
Responsibility for what is posted in public areas of the Online Services lies with each user. You alone are responsible for the reviews or other Submitted Materials you post or otherwise make available in public areas of the Online Services. You alone are responsible for assessing the credibility of other user postings. We do not control the review or other material that you or others may post or otherwise make available in such areas, and you understand that we have no obligation to monitor any such material or to edit or delete it. However, we reserve the right do so. We are not a publisher of user reviews or other posts, and we are not responsible for their accuracy or legality.
You also understand and agree that any action or inaction by us or any of our directors, officers, stockholders, employees, consultants, agents or representatives (collectively, “Our Representatives”) to prevent, restrict, redress or regulate content, or to implement other enforcement measures against any content, conduct or potential TOU violation is undertaken voluntarily and not out of any obligation, and you expressly agree that (i) we and Our Representatives shall have the right to take (or not take) such actions or inactions in our or their sole discretion, and (ii) neither we nor any of Our Representatives shall be liable to you or anyone else for any action or inaction to prevent, restrict, redress, or regulate content, or to implement other enforcement measures against any content, conduct or potential violation of this TOU.
Although Our Representatives may moderate content and conduct TOU compliance on the Online Services at our discretion, Our Representatives have no authority to make binding commitments, promises or representations to anyone that they or anyone else on our behalf will “take care” of any alleged problem or complaint, or that they or anyone else on our behalf will otherwise stop, cure or prevent any problem, content, conduct or purported TOU violation from occurring or recurring. Accordingly, you further agree that any representation (written or verbal) by any of Our Representatives (or by anyone purportedly acting on our behalf) that we would or would not prevent, restrict, redress or regulate content (including, but not limited to, screen, block, moderate, review, remove, terminate, delete, edit or otherwise stop, cure or exclude any content), or would implement other enforcement measures against any content, conduct or potential or purported TOU violation is superseded by this provision and is nonbinding and unenforceable. Specifically, you agree that we, Our Representatives and anyone else authorized to act on our behalf shall in no circumstance be liable as a result of any representation that we, Our Representative or anyone else acting on our behalf would or would not restrict or redress any content, conduct or potential or purported TOU violation. This Section 8 may not be waived or released by Godiva except by a written agreement, dated and signed by our Chief Executive Officer or Chief Legal Officer and dated and signed by the individual or entity to whom the waiver or release is granted.
Godiva is not responsible or liable for the conduct of, or your interactions with, other users of the Online Services (whether online or offline), nor is Godiva responsible or liable for any associated loss, damage, injury or harm. Godiva recommends exercising caution before contacting or meeting anyone (online or offline) that is unfamiliar to you.
When you visit the Online Services or send e-mails to us, you are communicating with us electronically. By doing so, you consent to receive communications from us electronically. 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.
We respect the intellectual property rights of others, and we require that users of the Online Services do the same. We also maintain a policy that provides for the termination in appropriate circumstances of the Online Service use privileges of users who are repeat infringers of intellectual property rights. If you believe that any work you own the copyright to is being used on the Online Services in a way that constitutes copyright infringement, please send the following information to our Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2) (the “DMCA”), named below:
Our Copyright Agent for notices of claims of copyright infringement pursuant to the DMCA can be reached as follows:
Registered Copyright Agent
Godiva Chocolatier, Inc.
333 West 34th Street, 6th Floor
New York, New York 10001
All prices for products available through the Online Services are shown in U.S. dollars (except where otherwise noted) and exclude taxes and shipping and handling charges, which are additional. All items are subject to availability and we reserve the right, to the fullest extent permitted by applicable law, to impose quantity limits on any order, to reject all or part of an order and to discontinue products or services without notice, even if you have already placed your order. To the fullest extent permitted by applicable law, all prices are subject to change without notice and you agree that taxes may be adjusted from the amount shown on the billing screens as necessary to be accurate. Several factors may cause this, such as variances between processor programs and changes in tax rates. Additionally, many products displayed on the Online Services are also available in Godiva retail stores while supplies last and many products available in Godiva retail stores are displayed on the Online Services, but you should not assume that what you see on the Online Services can always be seen or available in our stores or that what you see in our stores can always be seen or available on the Online Services. Prices displayed on the Online Services may vary from those in the store or from store-advertised prices.
We do not warrant that any product, service, description, photograph, pricing or other information is accurate, complete, reliable, current or error-free. In the event of an error, whether on the Online Services, in an order confirmation, in processing an order, delivering a product or service or otherwise, we reserve the right, to the fullest extent permissible by applicable law, to correct such error and revise your order accordingly, if necessary (including, but not limited to, to charge the correct price), or to cancel the order and refund any amount charged. To the fullest extent permissible by applicable law, your sole and exclusive remedy in the event of any such error is to cancel your order and obtain a refund.
We may from time to time in our sole discretion develop and provide App updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including, without limitation, related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or continue to provide or enable any particular features or functionality. Based on your device settings, when your device is connected to the internet, the following automatic processes may occur:
You shall promptly download and install all Updates, and you acknowledge and agree that the App or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the App and subject to this TOU.
Godiva reserves the right to modify or discontinue, temporarily or permanently, the Online Services or any features or portions thereof at any time, without prior notice. You agree that Godiva will not be liable for any modification, suspension or discontinuance of the Online Services or any part thereof.
We reserve the right to deny access to, and to suspend or terminate your access to, the Online Services, or to any features or portions of the Online Services, and to remove and discard any Submitted Materials that you have submitted to the Online Services, at any time and for any reason, including, without limitation, for any violation by you of this TOU. In addition, we have a policy of terminating the Online Services usage privileges of users who are repeat infringers of intellectual property rights. In the event that we suspend or terminate your access to and/or use of the Online Services, you will continue to be bound by the version of this TOU that was in effect as of the date of your suspension or termination.
We permit links to the Site so long as: (i) the Site opens in a new browser window which displays the full version of a web page of the Site (not merely one of its frames, and not an “in-line” link to a particular image or object on the Site), (ii) the link to the Site does not state or imply any sponsorship or endorsement by us of any product, service, content or material; and (iii) the Site is not display framed within, surrounded by or obfuscated by other content. We reserve the right to revoke your right to link to the Site upon notice. If you receive such a notice from us, you agree to immediately discontinue your link to the Site. You will not link to any Online Service other than in accordance with this Section 17.
The Online Services may contain links to websites controlled by parties other than Godiva, including, but not limited to, those of the franchisees or licensees of Godiva (“”), and social media platforms, such as Facebook, Twitter, Snapchat or Instagram (all links to third-party websites and social medial platforms are collectively referred to herein as “ ”). Godiva may work with certain partners and affiliates whose sites are linked with the Online Services. Godiva is not responsible for and does not endorse or accept any responsibility for the availability, contents, products, services or use of any Third Party Site, any website accessed from a Third Party Site or any changes or updates to such Third Party Sites. Godiva makes no guarantees about the content or quality of the products or services provided by such Third Party Sites. Godiva provides links to Third Party Sites only as a convenience, and the inclusion of any link does not imply endorsement by Godiva of any Third Party Site. You acknowledge that you bear all risks associated with access to and use of a Third Party Site and agree that Godiva is not responsible for any loss or damage of any sort you may incur from dealing with a third party. You should contact the site administrator for the applicable Third Party Site if you have any concerns regarding such links or the content located on any such Third Party Site. Third Party Sites and your use of them and any content available on or through them may be subject to separate terms and conditions between you and the provider(s) of such Third Party Site. You should read and understand those terms and conditions before commencing such use.
You agree to defend, indemnify and hold harmless Godiva and its affiliates, and Godiva’s and its affiliates’ respective officers, directors, owners, stockholders, partners, members, employees, independent contractors, agents, service providers and consultants, from and against any and all claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees and expenses) arising out of or related to (i) your use of the Online Services, (ii) any Submitted Materials, (iii) your violation of this TOU, (iv) your violation of any rights of another, or (v) your conduct in connection with the Online Services. This indemnification, defense and hold harmless obligation will survive this TOU and the termination of your use of the Online Services.
We control and operate the Online Services from our facilities in the United States of America, and unless otherwise specified, the materials displayed on the Online Services are presented solely for the purpose of promoting products and services available in the United States of America, its territories, possessions, and protectorates. We do not represent that the Online Services or Content, products or services available on the Online Services are appropriate or available for use in or from other geographic locations. If you choose to access the Online Services from other locations, you are responsible for compliance with local laws, if and to the extent local laws are applicable.
This TOU, and the relationship between you and us, will be governed by the laws of the State of New York, without giving effect to any principles of conflicts of law. Godiva reserves the right to pursue any and all legal and equitable remedies against anyone violating this TOU. Our failure to exercise or enforce any right or provision of this TOU will not constitute a waiver of such right or provision. If any provision of this TOU is found by a court of competent jurisdiction to be invalid, unlawful, void or otherwise unenforceable, you and we nevertheless agree that the court should endeavor to give effect to intentions as reflected in the provision and reform such provision such that it is enforceable to the maximum extent permissible under applicable law, and the other provisions of this TOU will remain in full force and effect.
ANY DISPUTE NOT SUBJECT TO ARBITRATION AND NOT INITIATED IN SMALL CLAIMS COURT WILL BE LITIGATED BY EITHER PARTY ONLY IN the United States District Court for the Southern District of New York or, if such court would not have jurisdiction over the matter, then only in a FEDERAL OR New York State court sitting in the Borough of Manhattan, City of New York. Each Party submits to the exclusive jurisdiction of these courts and agrees not to commence any legal action under or in connection with the subject matter of this TOU IN any other court or forum. Each Party waives any objection to the laying of the venue of any legal action brought under or in connection with the subject matter of this TOU IN the Federal OR state courts sitting in the Borough of Manhattan, City of New York, and agrees not to plead or claim in such courts that any such action has been brought in an inconvenient forum.
THE ONLINE SERVICES AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AND NON-INFRINGEMENT). THIS MEANS, FOR EXAMPLE, THAT WE MAKE NO PROMISES THAT:
WITHOUT LIMITING THE FOREGOING, GODIVA DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES REGARDING THE AVAILABILITY, SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF ANY ONLINE SERVICES AND ANY CONTENT, FEATURES, INFORMATION, PRODUCTS OR SERVICES ON OR AVAILABLE THROUGH THE ONLINE SERVICES OR THROUGH ANY LINKS ON THE ONLINE SERVICES.
IF YOU REQUEST OR OBTAIN A PRODUCT, ONLINE SERVICE OR OTHER OFFERING FROM A THIRD PARTY AFTER FOLLOWING AN ADVERTISMENT OR LINK ON THE ONLINE SERVICES, THE TERMS AND CONDITIONS FOR YOUR TRANSACTION ARE BETWEEN YOU AND THE THIRD PARTY WITH WHOM YOU ENTERED INTO THE TRANSACTION. WE ARE NOT RESPONSIBLE FOR SUCH THIRD PARTY PRODUCTS, ONLINE SERVICES OR OTHER OFFERINGS OR FOR DISPUTES BETWEEN YOU AND THEIR PROVIDERS.
YOU AGREE THAT USE OF THE ONLINE SERVICES IS AT YOUR OWN RISK. ALTHOUGH WE TRY TO ENSURE THAT THE INFORMATION POSTED ON THE ONLINE SERVICES IS ACCURATE AND UP TO DATE, WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION (INCLUDING, BUT NOT LIMITED TO, PRICING) AT ANY TIME. WE CANNOT, AND DO NOT, GUARANTEE THE CORRECTNESS, TIMELINESS, PRECISION, THOROUGHNESS OR COMPLETENESS OF ANY OF THE INFORMATION AVAILABLE ON THE ONLINE SERVICES, NOR WILL WE BE LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED ON THE ONLINE SERVICES. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE ONLINE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. WE HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE (I) SOLUTIONS OR ONLINE SERVICES LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS OR SUPPORT DOCUMENTATION, (II) BY OUR CUSTOMER SERVICE AND SUPPORT AGENTS, OR (III) OTHERWISE ON THE ONLINE SERVICES OR IN CORRESPONDENCE WITH US OR OUR AGENTS. WE ARE NOT RESPONSIBLE FOR ANY CONTENT OR MATERIALS POSTED TO THE ONLINE SERVICES BY USERS, NOR FOR DISPUTES BETWEEN USERS, OR BETWEEN USERS AND THIRD PARTIES.
THESE DISCLAIMERS APPLY TO US AND OUR AFFILIATED AND RELATED COMPANIES AS WELL AS THIRD PARTIES THAT ARE INVOLVED IN THE ADMINISTRATION, CREATION, PRODUCTION OR DISTRIBUTION OF THE ONLINE SERVICES, AND ANY OF THEIR EMPLOYEES AND AGENTS.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW:
Certain jurisdictions may not allow the exclusion of implied warranties or certain forms of damages, so some of the above exclusions may not apply to you.
YOU AGREE THAT, REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE ONLINE SERVICES OR THE USE THEREOF (INCLUDING, WITHOUT LIMITATION, ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH THE ONLINE SERVICES), OR THIS TOU, MUST BE FILED BY YOU WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ACCRUED OR ELSE IT WILL BE PERMANENTLY BARRED AND YOU WILL BE DEEMED TO HAVE WAIVED ANY RIGHTS YOU MAY HAVE TO SUCH CLAIM OR CAUSE OF ACTION.
Under California Civil Code Section 1789.3, California users of the Online Services receive the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
The following terms of this Section 28 apply solely to Apps made available by us on iOS (or its successor operating system) (“Apple Apps”), and do not apply to any other aspect of the Online Services.
This TOU is not intended to benefit any third party, and does not create any third party beneficiaries, except (i) Godiva’s affiliates, which are third-party beneficiaries of this TOU, and (ii) as otherwise expressly provided in the “Terms for Apps Made Available on Apple iOS” section above. Accordingly, this TOU may only be invoked or enforced by you, us, Godiva’s affiliates or, with respect to Section 28, Apple.
This TOU and any additional terms and conditions that are referenced herein constitute the entire agreement between us and you with respect to the Online Services. This TOU is personal to you and you may not assign it to anyone.
LAST UPDATED: REV 1 04-02-2020