OVEN ART LLC
TERMS AND CONDITIONS
Last Updated and Effective as of: May 01, 2022.
This Terms and Conditions Agreement (“Agreement”) is made between You (either an individual or an entity, referred to herein as “You”) and Oven Art LLC on behalf of itself and its affiliates (collectively, “Oven Arts” or the “Company”) and governs Your access to and use of the Licensed Material (as defined below) as well as any services (“Services”) provide by Oven Arts through any of the Company’s websites (all of which are referred to herein as “Website”). You must agree to the terms and conditions contained herein in order to access and/or use any of the Licensed Material or to utilize any Services offered by Oven Arts through the Website.
PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY, INCLUDING WITHOUT LIMITATION ANY LINKED TERMS AND CONDITIONS APPEARING OR REFERENCED BELOW, WHICH ARE HEREBY MADE PART OF THIS AGREEMENT. BY USING THE LICENSED MATERIAL OR UTILIZING OR SOLICITING ANY COMPANY SERVICES, YOU ARE AGREEING THAT YOU HAVE READ, AND THAT YOU AGREE TO COMPLY WITH AND TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL APPLICABLE LAWS AND REGULATIONS IN THEIR ENTIRETY WITHOUT LIMITATION OR QUALIFICATION. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, THEN YOU MAY NOT ACCESS OR OTHERWISE USE THE LICENSED MATERIAL. THIS AGREEMENT IS EFFECTIVE AS OF THE DATE THAT YOU AGREE TO ITS TERMS AND CONDITIONS (“EFFECTIVE DATE”).
IF YOU ARE AN INDIVIDUAL REPRESENTING AN ENTITY, YOU ACKNOWLEDGE THAT YOU HAVE THE APPROPRIATE AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF SUCH ENTITY. YOU MAY NOT USE THE LICENSED MATERIAL OR UTILIZE OR SOLICIT OVEN ARTS’ SERVICES AND MAY NOT ACCEPT THIS AGREEMENT IF YOU ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH OVEN ARTS, OR YOU ARE BARRED FROM USING OR RECEIVING THE LICENSED MATERIAL OR UTILIZING OR SOLICITING COMPANY SERVICES UNDER APPLICABLE LAW.
This Agreement, Website, and/or Services provided by Oven Arts may be modified, suspended, or discontinued at any time without prior notification and in the Company’s sole discretion, though any modifications to the terms and conditions herein will be posted on the Website. If You object to any modifications to this Agreement, Your sole recourse shall be to cease using this Website and Company’s Services.
The following definitions apply to the entirety of this agreement:
a. Company Marks ‒ Any and all trademarks, trade names, or similar intellectual property belonging to Oven Arts.
b. Licensed Materials ‒ Any and all materials, information, data, or other content, including the Company Marks, or other property owned by Oven Arts.
c. Products ‒ Any goods sold by Oven Arts to You.
By using this Website or purchasing any of Oven Arts’ products You hereby warrant and represent that You are at least 18 years of age. If you are not 18, you must have the permission of an adult parent or guardian to use this Website who can legally agree to this Agreement on Your behalf and who will be responsible for your use of the Website.
Further, by using this Website, utilizing any Company Services or purchasing Company Products, You consent to receive electronic communications from Oven Arts. These electronic communications may be notices about applicable fees and charges, transactional or other information concerning or related to your use of the Website or purchase of Products.
3. License from Oven Arts
Subject to the terms and conditions in this Agreement (as a condition to the grant below), Oven Arts hereby grants You, and You accept, a personal, non- exclusive, non-transferable, non-sublicensable, revocable license, subject to royalties as defined below, solely to use and display the Licensed Materials, contingent on Your compliance with this Agreement. You have no other rights in this Website, the Licensed Materials, or any other Company property other than Products.
4. Shipping Policy
Cost. Shipping will be calculated at checkout.
In order to ensure the quality and freshness of Oven Arts’ Products, some shipments will be subject to an additional shipping charge in the event we are required to include a cold pack (such as for preserving chocolate-dipped Products shipped in the summer).
Timing. Orders placed before 11:00 am EST are generally scheduled to ship within four business days from the date & time they are received by Oven Arts. Orders are typically only shipped Monday through Friday from our location in Hackensack, New Jersey. Sometimes orders may take longer, though, and we appreciate your patience.
Saturday Shipping is sometimes possible for an additional charge. If you desire Saturday Shipping, please call 1.855.354.4070 for more details.
Method. We currently ship via UPS via Standard ground service (1-6 business days), expedited service, such as 2 Day (2 business days for delivery), and Next Day Air Service, at Your election wherever possible.
Destination. Oven Arts is expressly not liable or responsible in any way in the event Products are unable to be delivered do to 1) You having provided incomplete or inaccurate address information; 2) force majeure, inclement weather, acts of god, business closure, or other occurrences beyond the Company’s reasonable control; 3) packages stolen at the point of delivery designated by You; or 4) if the delivery is refused.
Refunds and Returns. Due to the perishable nature of our Products, Oven Arts does not generally accept returns. If, upon receipt of our Products, You have any issues or concerns, you must contact us within 24-hours of receipt. You may call the Company at 1.855.354.4070 or email firstname.lastname@example.org. In the event you fail to contact the Company within 24-hours with any issues, You will be deemed to have accepted the Products delivered and have no further recourse. Likewise, in the event your reject the delivery of Products without notice to Oven Arts or attempt to Products without any communication with Oven Arts prior to doing so, such action shall be a breach of this Agreement and You shall be entitled to no refund, replacement, or damages of any kind. If You do contact us within 24-hours of receipt of any Products, Oven Arts will endeavor to respond within two business days. Oven Arts reserves the right to require photographic or video evidence of any alleged defective or damaged products and if necessary, for the Products to be returned to the Company for Quality Assurance purposes. If, in Oven Arts’ sole discretion, it is deemed that You received one or more defective or damaged Products, Oven Arts will either 1) refund You the value of the defective products or 2) apply an equivalent credit on Your next order or 3) replace the product deemed defective or damaged. Any failure by Oven Arts to timely respond to Your complaints shall not be construed as an acceptance of any allegations that any Product is defective and shall not entitle You to any damages or result in any liability to Oven Arts exceeding the value of any Products that are ultimately determined to be defective.
5. Restrictions on Use of Licensed Materials
You will not or attempt to:
a. Reverse engineer, decompile, disassemble or translate the Licensed Materials or other Company property, or otherwise attempt to derive the source code, trade secrets or know-how in or underlying the Licensed Materials or other Company property, or any portion thereof;
b. Interfere with, modify, disrupt or disable features or functionality of the Licensed Materials or other Company property, including, without limitation, any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of the Licensed Materials or other Company property, unless otherwise authorized by this Agreement or in writing by the Company;
c. Sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the Licensed Materials or other Company property to any third party except as expressly permitted herein;
d. Permit other individuals or entities to create links to the Licensed Materials or other Company property on any other server, or wireless or Internet-based device, or otherwise make available to a third party, any token, key, password or other login credentials to the Licensed Materials or other Company property, except as expressly authorized; or
e. Use the Licensed Materials or other Company property for any illegal, unauthorized or other improper purposes.
6. Ownership and Feedback
a. Ownership. The Licensed Materials are licensed, not sold, and OVEN ARTS retains and reserves all rights not expressly granted in this Agreement. You expressly acknowledge that OVEN ARTS, its licensors and its end users retain all worldwide right, title and interest in and to the Licensed Material and Content, including all rights in patents, trademarks, trade names, copyrights, trade secrets, know-how, data (including all applications therefor), and all proprietary rights under the laws of the United States, any other jurisdiction or any treaty (“IP Rights”). You agree not to do anything inconsistent with such ownership, including without limitation, challenging OVEN ARTS’s ownership of the OVEN ARTS Marks, challenging the validity of the licenses granted herein, or otherwise copying or exploiting the OVEN ARTS Marks during or after the termination of this Agreement, except as specifically authorized herein. If You acquire any rights in the OVEN ARTS Marks or any confusingly similar marks, by operation of law or otherwise, You will, at no expense to OVEN ARTS, immediately assign such rights to OVEN ARTS.
b. Feedback. You may provide OVEN ARTS with comments concerning the Licensed Material, Services, or any other item contemplated by this Agreement, or Your evaluation and use thereof (collectively, “Feedback”). You hereby grant OVEN ARTS all rights, title and ownership of such Feedback (including all intellectual property rights therein), and OVEN ARTS may use the Feedback for any and all commercial and non-commercial purposes with no obligation of any kind to You. Such feedback shall be treated as both non-confidential and non-proprietary and your provision of Feedback shall impose no obligation on the Company.
7. Other Important Terms
a. User Protection. You will not knowingly: 1) allow or assist any government entities, law enforcement, or other organizations to conduct surveillance on Licensed Materials or other Company property or Content or any other information that would require a subpoena, court order, or other valid legal process, or that would otherwise have the potential to be inconsistent with users’ reasonable expectations of privacy; and 2) display, distribute or otherwise make available Content to any person or entity that You reasonably believe will use such data to violate the Universal Declaration of Human Rights (located at http://www.un.org/en/documents/udhr/), including without limitation Articles 12, 18, or 19.
b. Government Use. The Licensed Materials and other Company property are “commercial items” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Any use, modification, derivative, reproduction, release, performance, display, disclosure or distribution of the Licensed Materials or other Company property by any government entity is prohibited, except as expressly permitted by the terms of this Agreement. Additionally, any use by U.S. government entities must be in accordance with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4. If You use the Licensed Materials or other Company property in Your official capacity as an employee or representative of a U.S., state or local government entity and You are legally unable to accept the indemnity, jurisdiction, venue or other clauses herein, then those clauses do not apply to such entity, but only to the extent as required by applicable law. For the purpose of this provision, contractor/manufacturer is OVEN ART LLC.
c. Warranty Disclaimer. THE WEBSITE IS PROVIDED “AS IS” AND “WITH ALL FAULTS” AND THE ENTIRE RISK TO THE QUALITY AND PERFORMANCE OF THIS WEBSITE IS WITH YOU. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THIS WEBSITE, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. WE FURTHER MAKE NO WARRANTY THAT THIS WEBSITE WILL MEET YOUR REQUIREMENTS OR THAT THIS WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT DEFECTS IN THIS WEBSITE WILL BE CORRECTED. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS WEBSITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THIS WEBSITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THIS WEBSITE OR FROM OVEN ARTS SHALL CREATE ANY WARRANTY. WE DISCLAIM ALL EQUITABLE INDEMNITIES.
d. Indemnification. You shall defend OVEN ARTS against any and all actions, demands, claims and suits (including without limitation product liability claims), and indemnify and hold OVEN ARTS harmless from any and all liabilities, damages and costs (including without limitation reasonable attorneys’ fees) to the extent arising out of Your use of the Licensed Materials, Products, or other Company property in any manner. In the event OVEN ARTS seeks indemnification or defense from You under this provision, OVEN ARTS will promptly notify You in writing of the claim(s) brought against OVEN ARTS for which it seeks indemnification or defense. OVEN ARTS reserves the right, at its option and sole discretion, to assume full control of the defense of claims with legal counsel of its choice. You may not enter into any third party agreement, which would, in any manner whatsoever, affect the rights of OVEN ARTS, constitute an admission of fault by OVEN ARTS or bind OVEN ARTS in any manner, without the prior written consent of OVEN ARTS. In the event OVEN ARTS assumes control of the defense of such claim, OVEN ARTS shall not settle any such claim requiring payment from You without Your prior written approval.
e. Limitation of Liability. IN NO EVENT WILL OVEN ARTS BE LIABLE TO YOU OR ANY OTHER USERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF OR DAMAGE TO USE, DATA, BUSINESS, GOODWILL OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS FROM THIS WEBSITE OR RESULTING FROM YOUR USE OF SUCH MATERIALS. IN ANY CASE, OVEN ARTS’ AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT WILL NOT EXCEED THE VALUE OF GOODS YOU PURCHASE. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
f. Miscellaneous. This Agreement constitutes the entire agreement among the parties with respect to the subject matter and supersedes and merges all prior proposals, understandings and contemporaneous communications. Any attempted assignment in violation of this paragraph is null and void, and OVEN ARTS may terminate this Agreement. This Agreement does not create or imply any partnership, agency or joint venture. This Agreement will be governed by and construed in accordance with the laws of the State of New Jersey, without regard to or application of conflicts of law rules or principles. All claims arising out of or relating to this Agreement will be brought exclusively in the federal or state courts of Bergen County, New Jersey, USA, and You consent to personal jurisdiction in those courts. You further agree to reimburse OVEN ARTS for any costs and fees, including reasonable attorney’s fees, it expends in enforcing the terms of this agreement. Despite the foregoing, You agree that money damages would be an inadequate remedy for OVEN ARTS in the event of a breach or threatened breach of a provision of this Agreement protecting OVEN ARTS‘s intellectual property or Confidential Information, and that in the event of such a breach or threat, OVEN ARTS, in addition to any other remedies to which it is entitled, is entitled to such preliminary or injunctive relief (including an order prohibiting Company from taking actions in breach of such provisions), without the need for posting bond, and specific performance as may be appropriate. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods, nor the Uniform Computer Information Transaction Act (UCITA) shall apply to this Agreement, regardless of the states in which the parties do business or are incorporated. No waiver by OVEN ARTS of any covenant or right under this Agreement will be effective unless memorialized in a writing duly authorized by OVEN ARTS. If any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.
g. Incorporated Terms. Your use of the Licensed Material, this Website, and Company’s Services is further subject to and governed by the following terms and conditions: