Terms OF USE

LEGAL NOTICE

Thank you for visiting ODWALLA.COM (the “Website”), which is owned and operated by Odwalla

 

TERMS OF SERVICE AND CONDITIONS OF USE

These Terms of Service and Conditions of Use (the “Terms”) apply to your use of the Website and, unless otherwise indicated, your use of all other websites and services linked to or accessible from the Website that are also owned or operated by Odwalla or Odwalla’s subsidiaries and affiliates.
Where used in these Terms, “you,” “your,” and similar words mean the visitor to and/or user of the Website. 

Provided that you fully comply with these Terms and agree to be bound by them in all respects, Odwalla grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Website.  BY USING THE WEBSITE, YOU AGREE TO THESE TERMS IN FULL AND AGREE TO BE LEGALLY BOUND BY THESE TERMS.  IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE WEBSITE AND YOU MUST LEAVE THE WEBSITE IMMEDIATELY.

Children under the age of 13 are expressly prohibited from using the Website.  By using the Website (and thereby accepting these Terms), you represent that you are over the age of 13 and are at least the age of majority in your jurisdiction (which, in most U.S. jurisdictions, is 18).  If you are not competent to enter into the contract created by these Terms (because you are a minor or for any other reason), then you may not use or access the Website.

Odwalla reserves the right, at its sole discretion, to change, modify, add, or remove some or all of these Terms at any time and without prior notice to you.  The Terms are posted on the Website and reflect the then-existing Terms.  It is your responsibility to review these Terms periodically for any amendments to these Terms.  Your continued use of the Website following any amendments to these Terms means that you accept and agree to the amendments.  

Other written agreements may apply to your relationship with Odwalla, including but not limited to the Privacy Policy.  These Terms do not replace, amend, or supersede any such other written agreement unless otherwise expressly indicated herein or in such other written agreement.

Notwithstanding your acceptance of and agreement to these Terms, your access to the Website and to any portions thereof is and will remain at the sole and absolute discretion of Odwalla.  Odwalla may temporarily or permanently terminate, suspend, or refuse to permit your access to any portion of the Website and to any of the services provided on the Website for any reason, all at our sole and absolute discretion, with or without notice and without liability to Odwalla.  These Terms will continue in effect and are binding upon you even if the Website or your access to the Website is terminated or suspended. 

 

  1. CONTENT ON THE WEBSITE. 

Except for subject matter in the public domain, all of the content featured or displayed on the Website, including, but not limited to, trademarks, logos, taglines, icons, text, graphics, photographs, images, moving images, sound, and illustrations (“Content”), is owned or licensed by Odwalla, its affiliated companies, its licensees, and/or its content providers. All elements of the Website including, but not limited to, the general design and the Content, can be protected by copyright, moral rights, database rights, trademark, and other laws relating to intellectual property rights. Except as explicitly permitted under this or another agreement with Odwalla, no portion or element of the Website or its Content may be copied or retransmitted via any means. The Website, its Content, and all related rights shall remain the exclusive property of Odwalla, its affiliated companies or its licensors unless otherwise expressly agreed. All such rights are reserved.

 

  1. COPYRIGHTS AND TRADEMARKS.

The copyright in all Content is and remains owned by Odwalla, its affiliated companies, or its licensees as appropriate. Except as may be otherwise indicated in specific documents within the Website, you are authorized to view, play, print, and download, if applicable, Content found on the Website for personal, informational, and non-commercial purposes only. You may not modify any of the materials and you may not copy, distribute, transmit, display, reproduce, publish, license, create derivative works from, transfer or sell any Content. You may not re-use any Content without first obtaining the consent of Odwalla. For the purposes of these Terms and Conditions, the use of any such Content on any other website or networked computer environment is prohibited. You may not remove any copyright, trademark, or other proprietary notices from Content found on the Website.

All trademarks, service marks, taglines, logos, and trade names which appear on the Website and/or any other Odwalla materials, whether registered or not, including but not limited to: the word mark ODWALLA and the “Toucan Design” logo (the “Trademarks”) remain the exclusive property of Odwalla and are protected by applicable trademark laws and treaties. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify any of the Trademarks in any way, including in advertising or publicity pertaining to distribution of materials on the Website, without Odwalla’s prior written consent. The use of any of the Trademarks on any other website or network computer environment, for example the storage or reproduction of (a part of) the Website in any external internet site or the creation of links, hypertext, links, or deeplinks between the Website and any other internet site, is prohibited without the express written consent of Odwalla.

 

  1. PERMITTED USES OF THE WEBSITE.

Except as expressly permitted herein, you may not use the Website or its content for any purpose without our express written permission.

All of the following actions and conduct are prohibited, and you may not engage in any of the following:

  1. You may not attempt to gain unauthorized access to any portion or feature of the Website or any other systems or networks connected to the Website or to any server related to the Website.
  2. You may not attempt to enter any portion of the Website by hacking, password mining, or any other illegitimate means.
  3. You may not use any deep-link, page-scrape, robot, spider, or other automatic device, program, algorithm or methodology, or any similar or equivalent automated or manual process, to access, acquire, copy, or monitor any portion of the Website.
  4. You many not reproduce or circumvent the navigational structure or presentation of Website.
  5. You may not obtain or attempt to obtain any materials, documents, or information through any means other than as intended by Odwalla.
  6. You may not probe, scan, or test the vulnerability of the Website or of any network connected to the Website.
  7. You may not breach the security or authentication measures on the Site or any network connected to the Site.
  8. You may not reverse lookup, trace, or attempt to trace any information belonging to or concerning any other user of or visitor to the Website or exploit the Website or any service or information made available or offered by or through the Website, so as to obtain or reveal information belonging to or concerning any other user of or visitor to the Website, including but not limited to personal identification or information, other than your own information.
  9. You may not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Website or on Odwalla’s systems, servers, or networks, or any systems, servers, or networks connected to the Website.
  10. You may not use any device, software, or routine to interfere or attempt to interfere with the proper operation and function of the Website, with any transaction conducted on the Website or with any other person’s use of the Website.
  11. You may not forge headers or otherwise manipulate identifiers so as to disguise the origin of any message or communication that you send to Odwalla on or through the Website. You may not claim to be another person, misrepresent your identity, or impersonate any other person.
  12. You may not use the Website for any purpose that is illegal under the laws, regulations, or ordinances of any applicable jurisdiction or that infringes upon the rights of others, including but not limited the rights of Odwalla in and to its intellectual property.

 

  1. DISCLAIMER AND LIMITATION OF LIABILITY.

THE WEBSITE AND THE CONTENT OF THE WEBSITE ARE PROVIDED ON AN “AS IS,” “WHERE IS,” AND AN “AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, UPTIME, RELIABILITY, OR ACCURACY.  NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, ARE MADE THAT THIS WEBSITE AND CONTENT WILL BE VIRUS-FREE, MALWARE-FREE, OR FREE OF OTHER DISABLING CODE.  ODWALLA DOES NOT PROMISE THAT THE WEBSITE OR THE CONTENT OF THE WEBSITE WILL BE ERROR-FREE OR UNINTERRUPTED, THAT ANY DEFECTS WILL BE CORRECTED OR THAT YOUR USE OF THE WEBSITE WILL PROVIDE ANY SPECIFIC OUTCOME OR PARTICULAR RESULT.

The content OF THE Website does not constitute advice, ENDORSEMENT, or recommendation by Odwalla OF ANY PARTICULAR PRODUCT OR SERVICE and is not intended to be relied upon by you in making (or refraining from making) OR OTHERWISE INFLUENCING any ACTIONS OR DECISIONS. 

ODWALLA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS, OR SUPPLIERS WILL HAVE NO LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE WEBSITE.  YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST ODWALLA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, INFORMATION PROVIDERS, OR SUPPLIERS (INCLUDING, BUT NOT LIMITED TO, CLAIMS BASED ON THE NEGLIGENCE OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS, OR SUPPLIERS) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE WEBSITE.  ODWALLA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS OR SUPPLIERS WILL HAVE NO LIABILITY FOR ANY AND ALL DAMAGES, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE ARISING FROM YOUR USE OF THE WEBSITE, EVEN IF COMPANY’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS, OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU ASSUME COMPLETE RESPONSIBILITY FOR YOUR USE OF THE WEBSITE.  ODWALLA DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS, AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE WEBSITE.  YOUR SOLE REMEDY AGAINST ODWALLA FOR DISSATISFACTION WITH THE WEBSITE OR ANY CONTENT OF THE WEBSITE IS TO STOP USING THE WEBSITE OR ANY SUCH CONTENT.  THIS LIMITATION OF YOUR RIGHTS AND REMEDIES IS AN INTEGRAL PART OF THE BARGAIN BETWEEN THE PARTIES.

The above disclaimers apply to all damages, liability, or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft, or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence, or any other cause of action.

Odwalla intends, and you acknowledge and agree, that the above disclaimers are intended to be broadly construed to limit the liability of Odwalla.  Nevertheless, in the event that any of the above disclaimers are found to be unenforceable, then the remaining disclaimers will continue in force and effect and will be construed as broadly as possible to effectuate the intent of the parties, which is to limit Odwalla’s liability.

 

  1. INDEMNIFICATION.

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS ODWALLA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES, AND COSTS, INCLUDING REASONABLE ATTORNEY’S FEES, RESULTING FROM ANY VIOLATION OF THIS AGREEMENT BY YOU, AND/OR ANY ACTION TAKEN BY YOU RELATED TO THE WEBSITE OR ITS CONTENT (INCLUDING, WITHOUT LIMITATION, INFRINGEMENT, MISAPPROPRIATION OF INTELLECTUAL PROPERTY AND/OR PROPRIETARY RIGHTS AND NEGLIGENT OR WRONGFUL CONDUCT).

 

  1. ACCURACY OF INFORMATION.

Odwalla is not responsible for any Website content that is not accurate, complete, or current.  The Website content is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information.

All descriptions, images, references, features, contents, specifications, products, and prices of products and services described or depicted on the Website are subject to change at any time without notice. Certain weights, measures, and other descriptions are approximate and are provided for convenience only.  The inclusion of any products or services on the Website does not imply or warrant that these products or services will be available.  It is your responsibility to determine and comply with all applicable laws, regulations, and ordinances applicable to any product or service offered by the Website or purchased from Odwalla.

Odwalla has no obligation to update, amend, or clarify the content of the Website, except as may be required by law.

 

  1. ESTABLISHING AN ACCOUNT/PROFILE.

In order to purchase products or services from the Website, or to access or use certain features on the Website, you may be required to establish and use a profile or account. When you register for an account or establish a profile, you may be asked to create a user ID and choose a password. You are responsible for keeping your user ID and password secret and confidential and restricting access to that information. You agree that you are solely responsible for all activities that occur using your user ID and password.

 

  1. ORDERS AND BILLING AND LIMITED WARRANTY FOR PRODUCTS.

By placing an order on the Website, you agree to accept and pay for the item(s) ordered.  Items may be ordered from the Website for personal purposes only and not for resale or further commercial distribution. 

Odwalla may charge your credit card or other payment method immediately upon placing the order.  The Company may request a pre-authorization for credit card or debit card purchases.  Your card issuer may hold this amount for a short period.  Your card issuer determines the length of time the pre-authorization is held.

You must provide complete, truthful, and accurate billing information.  Odwalla reserves the right to request additional information as may be necessary for Odwalla to determine, in its sole and exclusive discretion, the completeness, truthfulness, and accuracy of any information provided by you. 

Your purchase price will include the price of the product ordered plus any applicable sales tax.  Sales tax is based on the shipping address and the sales tax rate in effect at the time you purchase the product.  Odwalla makes no representations or warranties regarding the imposition of use tax in connection with any purchase made on the Website and will not be liable for any such use tax or for your failure to report and/or pay any such use tax.  You are responsible for determining whether use tax may be due in your jurisdiction, and, if necessary, reporting and/or paying such use tax.

Odwalla reserves the right to refuse or cancel any order for any reason or no reason, including but not limited to stock limitation, inaccuracies, errors in product or pricing information, or concerns about the completeness, truthfulness, and accuracy of any information provided by you.  Odwalla reserves the right to cancel any orders containing pricing errors, whether before or after your receipt of an order confirmation or shipping notice.  Odwalla reserves the right to limit or prohibit orders that, in Odwalla’s sole and exclusive discretion, appear to be placed by dealers, resellers, or distributors.  If your order is canceled after your credit card or other payment method has been charged, Odwalla will issue a credit or refund in the amount of the charge. 

The warranty obligations of Odwalla for goods sold by Odwalla will in all respects conform and be limited to the warranty extended by the manufacturer of such goods, if transferable.  The sole remedy available to you with respect to defects in such goods will be against such manufacturer under any applicable manufacturer’s warranty to the extent available to you.  TO THE EXTENT THE MANUFACTURER WARRANTY IS NOT TRANSFERABLE TO YOU, ODWALLA MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO OR IN ANY WAY RELATING TO THE GOODS, WHETHER BASED ON BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

The legal guarantee under the provisions of the Codified Text of the General Law on the Protection of Consumers and Users is also applicable.

Additional terms, conditions, and obligations may apply to your purchase from Odwalla, and may be set forth in a separate written agreement.

 

  1. THIRD-PARTY PRODUCTS AND SERVICES.

Odwalla is not liable or responsible for the products and services of third parties and/or any person or entity not under the direct control and supervision of Odwalla. Odwalla has no control over the products manufactured by or services rendered by any such third parties, and makes no promises, representations or warranties whatsoever about any such products or services. Odwalla is not responsible for or liable for any actions, errors or omissions of any such third parties.

 

  1. LINKS TO THIRD PARTIES.

For your convenience and/or to improve the usage of the Website, links to websites that are owned and controlled by third parties may be provided from time to time. These links take you outside Odwalla’s service and off the Website and are beyond Odwalla’s control. The websites you can link to have their own separate terms and conditions as well as a privacy policy. Odwalla is not responsible and cannot be held liable for the content and activities of these sites. You therefore visit/access these sites entirely at your own risk.  Please note that these other sites may send their own cookies to users, collect data or solicit personal information, and you are therefore advised to check the terms of use and/or privacy policies on those websites prior to using them.

 

  1. TERM, TERMINATION, AND SURVIVAL.

Although in principle the duration of this Site is indefinite, Odwalla reserves the right to modify, suspend, or consider the provision of its services or contents terminated in whole or in part, at any time and without the need for any notice to the users. At the same time, the information, presentation and services offered on this Website may be subject by Odwalla to periodic or one-off changes. Such changes may be freely made by Odwalla without the need to notify the users.

These Terms will become effective and binding immediately upon your access or use of the Website and will continue in effect until Odwalla terminates these Terms, which it may do at any time and for any reason or no reason and with no notice. 

Even after these Terms are terminated at any time for any reason, all terms, conditions and obligations of the introduction preceding Section 1 and Sections 2, 3, 9, and 10 will continue in full force and effect indefinitely. 

 

  1. INTERPRETATION. 

These Terms are a contract entered into in the State of Connecticut.  These Terms will be construed pursuant to the laws of the State of Connecticut without regard to conflicts of laws principles. 

The headings herein do not define, limit, expand, or describe the scope or intent of any term or provision.  If any term or provision of these Terms is held by a court of competent jurisdiction to be contrary to law or unenforceable, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and if no feasible interpretation will save such provision, it will be severed from these Terms, and the remaining Terms remain in full force and effect.  The failure of Odwalla to enforce any provision of these Terms will not be construed as a present or future waiver of such provision.  No course of dealing, nor any conduct or custom, between any of the parties will be effective to amend, modify, or change any of the provision of these Terms. 

Odwalla may transfer, assign, or delegate these Terms, along with Odwalla’s rights and obligations herein, to any other party with no notice and without your consent.  You may not transfer, assign, or delegate any of your obligations hereunder.

 

  1. APPLICABLE LAW AND JURISDICTION.

Any disputes, actions, claims, or causes of action arising out of or in connection with these Terms or that relate to the subject matter hereof must be brought and heard in the state and federal courts located in and for the State of Connecticut.  Both parties irrevocably consent to the jurisdiction of and venue in such courts, and waive all claims or defenses based on lack of personal jurisdiction, improper venue, forum non conveniens or the like with respect to any action brought in the state and federal courts located in and for the State of Connecticut.

 

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