TERMS OF SERVICE
Last Updated: February 26, 2021
These Terms of Service (“Terms”) apply to your access to and use of the website and mobile application (the “Services”), which are provided by Venchi US Inc. (“Venchi” or “we”). By accessing and using the Services, including to purchase our products, you agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 16. If you do not agree to these Terms, do not access or use our Services.
You must be at least 13 years of age to use our Services. If you are under 18 years of age (or the age of legal majority where you live), you may use our Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to our Services. If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
2 User Accounts and Account Security
You may need to register for an account to access portions of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such users that occur in connection with your account.
3 User Content
Our Services may allow you and other users to create, post, store and share content, including messages, text, photos, and other materials (collectively, “User Content”). Except for the license you grant below, as between you and Venchi, you retain all rights in and to your User Content, excluding any portion of the Services included in your User Content.
You grant Venchi a nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you. When you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your name) may be visible to others.
You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. In particular, you may not create, post, store or share User Content that:
Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
Contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
Impersonates, or misrepresents your affiliation with, any person or entity;
Contains any unsolicited promotions, political campaigning, advertising or solicitations;
Contains any private or personal information of a third party without such third party’s consent;
Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
In our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose Venchi or others to any harm or liability of any type.
You represent and warrant that your User Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice.
4 Prohibited Conduct
You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Services. Specifically, you will not:
Use or attempt to use another user’s account without authorization from that user and Venchi;
Impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity;
Sell, resell or commercially use our Services or products without our prior written authorization;
Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
Use our Services other than for its intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services;
Develop or use any applications that interact with our Services without our prior written consent;
Bypass or ignore instructions contained in our robots.txt file; or
Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
Ownership; Limited License
The Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by Venchi or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services. Unless you are part of our Corporate Gifts Program, you are only granted a license to use the Services for your own personal, noncommercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
The Venchi name, the names of our products, all related logos and slogans, and the look and feel of the Services are trademarks of Venchi or our licensors and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, site or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Venchi, our Services or our products (collectively, “Feedback”). You understand that we may use such Feedback, and any ideas included in the Feedback, for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, or improve the Feedback in Venchi’s sole discretion. You understand that Venchi may treat Feedback as nonconfidential.
7 Repeat Infringer Policy; Copyright Complaints
In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of users who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify Venchi’s designated agent as follows:
Designated Agent: Copyright Compliance Department
Address: 1115 Broadway, 11th floor
New York, NY 10010
Telephone Number: (201) 719-5171
E-Mail Address: email@example.com
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to Venchi for certain costs and damages.
8 Third-Party Content
We may provide information about third-party products, Services, activities or events, or we may allow third parties to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Venchi does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.
9 Terms of Sale
Ordering. When placing an order for products through the Services, you will provide accurate and up-to-date payment information and have sufficient funds or credit available on your payment method to ensure that the purchase price will be collectible by us. After you place your order, we will send you a confirmation email (the “Order Confirmation”). During periods of high demand, it may take up to 24 hours for you to receive an Order Confirmation. If you have not received your Order Confirmation email after 24 hours, please contact us at firstname.lastname@example.org.
Payment Processing. We have contracted with third-party payment processors to facilitate purchases made through the Services. When you make a purchase through the Services, you will provide your payment details and any additional information required to complete your order directly to a third-party payment processor. Online payment transactions may be subject to validation checks by our payment processors and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our payment processors may use fraud prevention protocols and verification systems to reduce fraud, and you authorize it to verify and authenticate your payment information. Please note, it is possible that your card issuer may charge you an online handling fee or processing fee. We are not responsible for any such fees. In some jurisdictions, our payment processors may use third parties under strict confidentiality and data protection agreements for the purposes of payment processing services.
Shipping and Taxes. Unless otherwise specified, prices quoted are exclusive of: (a) the costs of shipping or carriage of products to the agreed place of delivery and (b) sales tax, value added tax and any other tax or duty which (where applicable) must be added to the price payable. You agree to pay for any taxes, shipping or carriage that are specified by us when you submit your order. Please see our Shipping page for more information on how Venchi and our affiliates ship our products.
Personal Use Only. Unless you are part of our Corporate Gifts Program, all orders placed through the Services must be for your personal use only. All orders are subject to our acceptance or rejection based on availability, noncompliance with these Terms or any other reason as determined in our sole discretion. For instance, if we have reason to believe that your order is not for personal use, we reserve the right to reject or cancel any order that you place if you are not part of our Corporate Gift Program. We also reserve the right, in our sole discretion, to take steps to verify your identity to process your order. We will either not charge you or refund the charges for orders that we cancel or do not process.
Returns. Orders placed through the Services for delivery in the continental United States are guaranteed to arrive in perfect condition at the shipping address you provided. If you are not completely satisfied with the condition of such an order, please contact Customer Care at email@example.com within 14 days of when the order was delivered. To allow us to continue to improve our process, your e-mail must include (i) your order number or invoice, (ii) a detailed description of why you are dissatisfied with your order, and (iii) photographs that show the problem.
Once your return request is processed, Venchi will provide you with return instructions and, if you are in the continental United States, a prepaid shipping label for returning your purchase. You must ship your return to Venchi within 10 days of Venchi providing you with return instructions. Failure to do so may result in Venchi rejecting your return.
Once your return has been received and processed, Venchi will issue a refund to the original payment method used for the purchase. For items given or received as a gift, Venchi is only able to issue a refund to the payment method used by the purchaser. The refund amount will include the purchase price of the returned product and any associated sales tax. Unless prohibited by law, any shipping and handling charges paid for the original purchase will not be refunded.
For additional information about our return policies, see our FAQ.
10 SMS Terms
By providing your mobile device number to Venchi, you agree to receive non-marketing text messages from us. Additionally, if you have provided prior express written consent, we may also send marketing communications to you by text message. Message frequency will vary. Venchi reserves the right to alter the frequency of messages sent at any time, so as to increase or decrease the total number of sent messages. Venchi also reserves the right to change the short code or phone number from which messages are sent. Consent to receive automated marketing text messages is not a condition of any purchase.
Standard text message rates will apply to all such communications, and you are responsible for all such fees. Venchi and our service providers and mobile carriers are not liable for delayed or undelivered messages. You can stop receiving text messages from Venchi at any time. Just text the keyword "STOP" to our shortcode. After texting “STOP” to our shortcode, we may send you a text message to confirm that your request has been processed. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that do not include the “STOP” keyword command and agree that Venchi and our service providers will have no liability for failing to honor such requests. If at any time you forget what keywords are supported, just text “HELP” to our shortcode. After you text “HELP” to our shortcode, we will respond with our customer care information.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Venchi and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the “Venchi Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services, including to purchase products; (b) your User Content or Feedback; or (c) your violation of these Terms. You agree to promptly notify the Venchi Parties of any third-party Claims, cooperate with the Venchi Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including attorneys' fees). You also agree that the Venchi Parties will have control of the defense or settlement, at Venchi's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and the Venchi Parties.
Your use of our Services is at your sole risk. To the fullest extent permitted by applicable law, our Services, our products and all content made available through the Services are provided “as is” and “as available” without warranties of any kind, either express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement except as otherwise provided in a writing by us. In addition, Venchi does not represent or warrant that our Services, including product descriptions on the Services, are accurate, complete, reliable, current or error-free. While Venchi attempts to make your use of our Services and any content therein safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.
13 Limitation of Liability
To the fullest extent permitted by applicable law, the Venchi Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if the Venchi Parties have been advised of the possibility of such damages.
The total liability of the Venchi Parties for any claim arising out of or relating to these Terms, our Services or our products, regardless of the form of the action, is limited to the greater of $100 or the amount paid by you to purchase products from us in the 12 months preceding the event that gave rise to the claim.
The limitations set forth in this Section 14 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of the Venchi Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
14 Transfer and Processing Data
In order for us to provide our Services, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.
15 Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Venchi and limits the manner in which you can seek relief from us unless you opt-out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes you from suing in court or having a jury trial.
16 No Representative Actions. You and Venchi agree that any dispute arising out of or related to these Terms or our Services is personal to you and Venchi and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action, or any other type of representative proceeding.
17 Arbitration of Disputes. Except for small claims disputes in which you or Venchi seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Venchi seeks injunctive or other equitable relief for the alleged infringement or misappropriation of intellectual property, you and Venchi waive your rights to a jury trial and to have any other dispute arising out of or related to these Terms or our Services, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that you have against Venchi you agree to first contact Venchi and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Venchi by email at firstname.lastname@example.org. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute, and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and Venchi cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration. Arbitration proceedings will be held in New York County, New York unless you are a consumer, in which case you may elect to hold the arbitration in your county of residence. For purposes of this Section 16, a “consumer” means a person using the Services for personal, family or household purposes. You and Venchi agree that Disputes will be held in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
18 You and Venchi agree that these Terms affect interstate commerce and that the enforceability of this Section 16 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms, and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
19 The arbitration will allow for the discovery or exchange of non-privileged information relevant to the Dispute. The arbitrator, Venchi, and you will maintain the confidentiality of any arbitration proceedings, judgments, and awards, including information, gathered, prepared, and presented for purposes of the arbitration or related to the Dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
20 You and Venchi agree that for any arbitration you initiate, you will pay the filing fee (up to a maximum of $250 if you are a consumer), and Venchi will pay the remaining JAMS fees and costs. For any arbitration initiated by Venchi, Venchi will pay all JAMS fees and costs. You and Venchi agree that the state or federal courts of the State of New York and the United States sitting in New York Country, New York have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
21 Any Dispute must be filed within one year after the relevant claim arose; otherwise, the Dispute is permanently barred, which means that you and Venchi will not have the right to assert the claim.
22 You have the right to opt-out of binding arbitration within 30 days of the date you first accepted the terms of this Section 16 by sending your opt-out notice by email to email@example.com. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt-out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 17.
23 If any portion of this Section 16 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 16 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 16; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall stay pending the outcome of any individual claims in arbitration. Further, if any part of this Section 16 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 16 will be enforceable.
24 Governing Law and Venue
Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of New York, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of New York and the United States, respectively, sitting in New York Country, New York.
25 Modifying and Terminating our Services
We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.
26 Additional Terms and Amendments
We may supply different or additional terms in relation to some of our Services, and those different or additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.
We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
The failure of Venchi to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. These Terms reflect the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, representations, statements and understandings of the parties. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.” Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically.
Under California Civil Code Section 1789.3, California consumers are entitled to 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 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.