Website little print (terms + conditions, including our Acceptable Use policy)



1     Introduction


1.1      Ella’s Kitchen®, Inc. (“Ella’s Kitchen®”) owns and operates our Website pages residing under the domain name (the “Website”).  Access to and use of our Website is subject to the following terms and conditions (“terms + conditions”).


1.2     These terms + conditions (or “little print”) apply to:  (a) the entire contents and activities arising out of our Website; (b) any use of the Website and all correspondence, via e-mail and otherwise, including related submissions, content or other material exchanged between Ella’s Kitchen® and you; (c) all Activities, Interactive Services and Promotions offered through or arising out of our Website; and (d) Becoming a Friend or joining any other database or otherwise registering with us.  To the extent that these terms + conditions conflict with any specific policy or Ella’s Kitchen® Rules (as defined below) posted in connection with (a) – (d) above, then the terms of such policy shall apply in preference.  For the avoidance of doubt, these terms of use do not apply to our non-U.S. websites or sub sites of such non-U.S. websites.


1.3     Please read these terms + conditions carefully before using the Website.  Using the Website indicates that you acknowledge and accept these terms + conditions regardless of whether or not you choose to sign up with us through Become a Friend, join in any Activity, use Interactive Services, take part in a Promotion or otherwise register with us.  If you do not accept these terms + conditions, do not use our Website and leave our Website immediately.  If you breach any terms of these terms + conditions, your authorization to use our Website automatically terminates and you must immediately destroy any downloaded or printed Website Materials (as defined below).  In addition, and without limiting the foregoing, Ella’s Kitchen® reserves the right to terminate any authorization to use our Website, in its sole discretion, without cause.


1.4     Ella’s Kitchen® may make changes to the material on the Website, or to the products described in it, at any time without notice.  Ella’s Kitchen® may revise these terms + conditions at any time by posting new or updated terms + conditions here and by changing the “Effective Date” located at the top of this page.  You should check the Website from time to time to review the then-current terms + conditions because they are legally binding on you.  Certain provisions contained in these terms + conditions may be superseded by expressly designated legal notices or terms located on particular pages at the Website.  By using our Website, you are deemed to have accepted the most current version of the terms + conditions posted here at the time of such use.


1.5     Ella’s Kitchen® takes your privacy seriously.  Your use of our Website constitutes your acceptance of Ella’s Kitchen®’s Privacy Policy, which is incorporated by reference into these terms + conditions.  Please read our Privacy Policy carefully, which explains how we handle any nonpublic, personal information and data, if any, collected by Ella’s Kitchen® via our Website.  Ella’s Kitchen® reserves the right to change its Privacy Policy without prior notice.  You are responsible for periodically reviewing our Privacy Policy.  Your continued use of our Website will be deemed an acceptance of the most current Privacy Policy.


2     Accessing our Website


2.1     While Ella’s Kitchen endeavors to ensure that the Website is normally available 24 hours a day, we reserve the right to withdraw, amend or temporarily suspend the Website, in our sole discretion, without notice and without cause.  Ella’s Kitchen shall not be liable if for any reason the Website is unavailable at any time or for any period.  We may restrict access to some parts of our Website, or our entire Website, at any time.


2.2     If you choose, or if you are provided with, a user identification code, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party.  Ella’s Kitchen shall bear no liability in the event of disclosure of any such information to any third party.  We have the right to disable any user identification codes, passwords, or any other piece of information used as part of our security procedures, whether chosen by you or allocated by us, at any time, in our sole discretion.  For the avoidance of doubt, each “Become a Friend” sign-up or other registration is for a single user only.  Ella’s Kitchen does not permit you to share your user name and password with any other person nor with multiple users on a network.


2.3     You are responsible for making all arrangements necessary for you to have access to our Website.  You are also responsible for ensuring that all persons who access our Website through your Internet connection are aware of these terms + conditions and that they fully comply with them.


3     Intellectual Property Rights


3.1     Unless otherwise stated, the copyright and other intellectual property rights in all text, graphics, photographs, images, documents, downloadable files, RRSS feeds, HTML code, multimedia clips, icons, programming code, the selection and arrangement of the consents on our Website or other material available through our Website (collectively, the “Website Material”) are owned by Ella’s Kitchen or its licensors.  The Website Material is protected by copyright laws and treaties around the world and all such rights are reserved.  Without limiting the foregoing, unless otherwise indicated, all Website Material is copyrighted © 2012 Ella’s Kitchen All Rights Reserved, and any unauthorized use of the Website Material may violate copyright and other laws.  For the purposes of these terms + conditions, any use of Website Material other than in accordance with paragraph 3.2 below, for any purpose, is prohibited.


3.2.    You are permitted to print one copy or download extracts of pages of our Website Material for your own personal reference on the following basis:


(a)      The Website Material is not modified in any way;


(b)     No illustrations, photographs, video or audio sequences or other graphics or images are used separately from the corresponding text; and


(c)      Our status (and that of any identified contributor(s)) as the author(s) of the Website Material must always be acknowledged.


3.3     Subject to paragraph 3.2, no part of the Website Material may be reproduced, republished, modified, copied, archived, distributed, transmitted, stored in any other website or included in any public or private electronic retrieval system, database or service, or commercially used or exploited without Ella’s Kitchen’s prior written permission.


3.4     Any right, title and interest not expressly granted in these terms + conditions are hereby reserved by Ella’s Kitchen.


3.5     Ella’s Kitchen trademarks (registered and unregistered), trade names, product names and logos (collectively the “Trademarks”) displayed on our Website, including, but not limited to Ella’s Kitchen® and the Ella’s Kitchen logo, are owned by Ella’s Kitchen (IP) Limited, an Ella’s Kitchen Group company.  In addition, the names of other companies and products mentioned on our Website and/or third party trade names and logos displayed on our Website may be the trademarks of their respective owners.  Nothing contained on our Website or in these terms + conditions should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark or third party trademarks displayed on our Website without the written permission of Ella’s Kitchen or such third party that may own other trademarks displayed on our Website.


4     Acceptable Use Policy


4.1     You may use our Website only for lawful purposes and in accordance with these terms + conditions.  You are prohibited from using our Website in any way (including when posting, submitting or transmitting to or from the Website any Visitor Material(as defined below)):


(a)      that breaches any applicable local, national or international law or regulation,


(b)     that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, violent, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience;


(c)      for which you have not obtained all necessary licenses and/or approvals;


(d)     which constitutes, incites or encourages conduct that would be considered a criminal offense or fraudulent, gives rise to civil liability or damage to any person or property, or otherwise is contrary to the law of or infringe the rights of any third party, in any country in the world;


(e)     which is or promotes physically dangerous or harmful activity or is technically damaging, including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data (collectively, “Malicious Code”);


(f)      which is used to impersonate any person, or to misrepresent your identity or affiliation with any person;


(g)     which involves any kind of commercial activity including advertising, collecting or disseminating contact information for marketing purposes or involves any other kind of marketing activity.


4.2     You must not attempt to gain unauthorized access to the Website, the server on which the Website is stored, or any servicer, computer or database connected to the Website.  You must not attack the Website via a denial-of-service attack or a distributed denial-of-service attack.


4.3     You hereby agree to indemnify Ella’s Kitchen against any and all liabilities, claims, damages, costs and other expenses (including reasonable attorneys’ fees and expenses) that may be incurred by Ella’s Kitchen as a result of any breach of the terms by you of paragraph 4.1.


5     Visitor Material


5.1     Other than personally identifiable information, which is covered under our Privacy Policy, any communications, photographs, contributions, content, ideas or other material you submit, transmit or post to the Website (“Visitor Material”) shall be considered non-confidential and non-proprietary.  Ella’s Kitchen shall have no obligations with respect to such Visitor Material.  Ella’s Kitchen and its designees shall be free to copy, disclose, distribute, incorporate and otherwise use such Visitor Material and all data, images, sounds, text and other things embodied therein for any and all commercial or non-commercial purposes.


5.2.    Ella’s Kitchen shall have no obligations with respect to such Visitor Material and you hereby grant to Ella’s Kitchen a perpetual, irrevocable, unrestricted, royalty-free, non-exclusive, sub-licensable right and license to use, reproduce, modify, adapt, display, publish, perform, transmit, translate, create derivative works from, distribute, make available to the public, and exercise all copyright and publicity rights with respect to your Visitor Material worldwide and/or to incorporate your Visitor Material in other works in any media now known or later developed to the full term of any rights that may exist in your Visitor Material without payment or compensation to you.  This includes the right to publish the Visitor Material on the Website


5.3     Without limiting the foregoing, when you submit any Visitor Material to the Website you hereby agree to the following additional terms:


(a)      You hereby waive any moral rights in your Visitor Material for the purposes of its submission to and publication on the Website and the other purposes specified above;


(b)     With your consent, you agree that Ella’s Kitchen may, but is not obliged to, include your name and other personal details in conjunction with the Visitor Material and its use;


5.4     You warrant and represent in relation to your Visitor Material:


(a)      it is your own original work and that you have the right to make it available to Ella’s Kitchen for all purposes and to grant the rights and licenses referred to above;


(b)     it does not breach any of the terms of the Acceptable Use Policy above in paragraph 4;


(c)      that you have taken all possible care to ensure that your Visitor Material will not attract any complaint under paragraphs 5.4(a) and (b) above;


5.5     You remain responsible and liable for the Visitor Material you submit and you hereby agree to indemnify Ella’s Kitchen against all liabilities, claims, damages, costs and other expenses (including reasonable legal fees and expenses) that may be incurred by Ella’s Kitchen as a result of any breach of the terms in this paragraph relating to your Visitor Material.


5.6     If you do not wish to grant these rights in this paragraph 5 please do not submit your Visitor Material.


5.7     Ella’s Kitchen may choose to publish or otherwise use or not use any Visitor Material you submit and Ella’s Kitchen may exercise its rights in relation to such Visitor Material in its absolute discretion.  Ella’s Kitchen reserves the right to remove from the Website at any time and without giving reasons or notice any Visitor Material you have submitted.


5.8     Our Website is intended for adult individuals only.  We encourage and support the efforts of parents and legal guardians of children to monitor their children’s internet usage and to caution them against providing personally identifiable data to any Website over the Internet without permission.  If you are under 13, you must get a parent or guardian’s permission before submitting any Visitor Material.


5.9.    Ella’s Kitchen shall fully co-operate with any law enforcement authorities or court order requesting or directing Ella’s Kitchen to disclose the identity or locate anyone posting any material in breach of this paragraph.


6     Activities, Interactive Services and Promotions


6.1     We may, from time to time, provide Activities, Interactive Services and Promotions which shall be subject to these terms + conditions, unless superseded by applicable Ella’s Kitchen’s Rules.


6.2     The participation in or use of any Activities or Interactive Services by any minor is subject to the consent of his or her parent or guardian, should be supervised by a parent or guardian, and any safety instructions or guidance issued by Ella’s Kitchen should be followed.  Ella’s Kitchen does not accept liability for (i) the use or misuse of any such Activities, or (ii) failure or delay of Ella’s Kitchen to provide such Activities or Interactive Services.  Furthermore, Ella’s Kitchen expressly disclaims the obligation to oversee, monitor, or moderate any Interactive Services.


6.3     Promotions (and any prizes) are subject to availability.  Further, Ella’s Rules may apply in relation to Promotions which are in addition to these terms + conditions.  There will be no cash alternatives in whole or in part to any prizes or promotional items offered on or through the Website.  Ella’s Kitchen’s decision in respect of winners is final and binding, and no correspondence will be entered into in respect of any such decision.


6.4     Ella’s Kitchen accepts no responsibility for any entries which are lost, delayed, corrupted, damaged, misdirected or incomplete or cannot be delivered for any technical, delivery or other reasons.


6.5     Competition winners may be asked to participate in related publicity.  By entering into any Promotion, you hereby grant Ella’s Kitchen the right to use your name, likeness and/or biographical information in any publicity or statement made in connection with any Promotion.


6.6     The promoter for any Promotion, unless otherwise stated, is Ella’s Kitchen.


6.7     Ella’s Kitchen reserves the right to void, cancel or suspend any Promotion at any time without notice.


7     Links to and from other websites


7.1     Our Website contains links to websites owned and operated by third parties.  If you use these links, you leave our Website.  These links are provided for your information and convenience only and are not an endorsement by Ella’s Kitchen of the content of such linked websites or third parties.  Ella’s Kitchen has no control over the contents of any linked website and is not responsible for these websites or their content or availability..  In particular, please note that the policies of other websites linked to our Website may be materially different from these terms + conditions, especially with respect to the use and collection of personal information and data, and with respect to the use of proprietary information posted on that website.


7.2     Ella’s Kitchen does not endorse or make any representations or warranties, express or implied, about such linked websites, the third parties they are owned and operated by, the information contained on them or the suitability or quality of any of their products or services.


7.3     If you decide to access any third party websites linked to our Website, you do so entirely at your own risk.  Ella’s Kitchen accepts no liability for any damage or loss, however caused, in connection with the use of or reliance on any information, material, products or services contained on or accessed through any such linked website.


7.4     Without limiting the foregoing, the disclaimers in this paragraph also applies to links to retailers or other sellers of Ella’s Kitchen products and if you wish to purchase our products from such retailers, we are of course delighted, but Ella’s Kitchen is not a party to any such contract for the purchase between you and any seller.  This does not affect your statutory or other legal rights that exist between you and us as the manufacturer of our products.


7.5     If you would like to link to our Website, subject to paragraph 7.6, you may only do so on the basis that you link to, but do not replicate, the home page of our Website, and subject to the following conditions:


(a) you do so in a way that is fair and legal and does not damage Ella’s Kitchen’s reputation in any way or take advantage of it;


(b) you do not remove, distort or otherwise alter the size or appearance of the Ella’s Kitchen logo or branding;


(c) you do not create a frame or any other browser or border environment around our Website;


(d) you do not in any way imply that Ella’s Kitchen is endorsing any products or services other than its own;


(e) you do not misrepresent your relationship with Ella’s Kitchen nor present any other false information about Ella’s Kitchen;


(f) you do not otherwise use any Ella’s Kitchen trademarks displayed on the Website without express written permission from Ella’s Kitchen;


(g) you do not link from a website that is not owned by you; and


(h) the linked website does not contain content that is distasteful, offensive or controversial, does not infringe any intellectual property rights or other rights of any other person, and otherwise complies with all applicable laws and regulations.


7.6     Ella’s Kitchen expressly reserves the right to revoke any right granted herein for breach of these terms + conditions and to take any action it deems appropriate, without notice.


7.7     You shall fully indemnify Ella’s Kitchen for any loss or damage suffered and against all liabilities, claims, damages, costs and other expenses (including reasonable legal fees and expenses) that may be incurred by Ella’s Kitchen as a result of any breach of the terms in this paragraph 7.


8     Disclaimer


8.1     While Ella’s Kitchen endeavors to ensure that the information on the Website is correct (excluding Visitor Material), Ella’s Kitchen does not warrant the accuracy or completeness of the information (including Visitor Material) on the Website.  The information on the Website may be out of date, and Ella’s Kitchen makes no commitment to update such information.


8.2     Further, without limiting the foregoing, Ella’s Kitchen does not represent, warrant or guarantee the truthfulness, quality or reliability of any Visitor Material nor does Ella’s Kitchen endorse any opinions, advice or recommendations contained in any Visitor Material.


8.3     Without limiting the foregoing, from time to time, the Website may contain information (“Source Facts”) together with views provided by experts (“Expert’s Views”) about food and nutrition (together “Food Data”).  Although we endeavor to ensure that Food Data are obtained from reliable and bona fide sources, such Food Data are obtained from third parties and we may not verify them.  We cannot guarantee the accuracy or completeness of any Food Data and make no warranty or representation, express or implied, about them.  Food Data are intended as a general guide only and are not to be relied upon as health or other professional advice.


9     Our Liability


9.1     To the extent permitted by law, we, or other members of the Ella’s Kitchen Group, our licensors and third party service providers (whether or not involved in creating, producing, maintaining or delivering our Website), and the officers, directors, employees, shareholders or agents of any of them, hereby disclaim and expressly exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, special, incidental, punitive or consequential loss or damages, or any loss of income, profits, anticipated savings, goodwill, data, contracts, use of money, management or office time, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) arising from or in connection with our Website, or in any way or in connection with the use, inability to use or the results of use of our Website (including any Visitor Material, any websites linked to our Website or the material on such websites), including but not limited to, loss or damage due to Malicious Code that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing our Website or your downloading of any material from our Website or any websites linked to our Website.


9.2     To the maximum extent permitted by law, Ella’s Kitchen disclaims all representations, warranties and conditions of any kind, express or implied, including, without limitation, the implied warranties of merchantability and fitness for a particular use or purpose in connection with the Website Material (including any Visitor Material or Food Data).

9.3     Without limiting the foregoing, in relation to Visitor Material on the Website, the following additional terms apply:


(a) Ella’s Kitchen does not recommend or endorse any Visitor Material;


(b) Users of the Website accept that Ella’s Kitchen may not and is not obliged to pre-screen any Visitor Material submitted by users;


(c) You acknowledge that any reliance on Visitor Material submitted by other users will be at your own risk; and


(d) Ella’s Kitchen disclaims all liability and responsibility arising from any reliance placed on Visitor Material.


9.4     If your use of material on the Website results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof.


10    Force Majeure


Ella’s Kitchen shall not be in breach of these terms + conditions nor liable for delay or failure to perform our obligations, in whole or in part, under these terms + conditions, if such delay or failure results from events, circumstances or causes beyond our reasonable control, including, without limitation, the acts or omissions of any third party (including any communications operators or fulfillment house), any act of God, fire, storm, flood, lightning, adverse weather conditions, disease, strike, trade dispute, act of terrorism or any act or omission of governmental or regulatory bodies for as long as the force majeure event is continuing.


11    Other Terms


The following terms shall have the following meanings:


(a) “Activities” means all tasty tunes, activity sheets, fact sheets, games and other material that may be available for you to download or access from the Website or offered through or arising out of our Website (including any related Ella’s Kitchen policies relating to such use, unless expressly stated otherwise in the Ella’s Kitchen Rules);


(b) “Becoming a Friend” means becoming a friend of Ella’s Kitchen by signing up to our mailing list;


(c) “Ella’s Kitchen Group” means all of our subsidiaries and our ultimate holding company and its subsidiaries;


(d) “Ella’s Kitchen Rules” means any rules or terms issued by Ella’s Kitchen when you sign up to Activities, Interactive Services or Promotions offered through or arising out of our Website;


(e) “Interactive Services” means interactive services that may be available on our Website, including, without limitation games, chat rooms or bulletin boards;


(f) “Promotions” means all competitions, offers, prize draws or other promotions;


(g) “Website” means the website at the domain name;


(h) “You” means any user of the Website.


12    Governing law and jurisdiction


These terms + conditions shall be governed and construed in accordance with the laws of the State of Pennsylvania, United States of America. Any dispute or claim arising out of or in connection with these terms + conditions or their subject matter or formation (including non-contractual disputes or claims) and shall be subject to the exclusive jurisdiction of the courts of the State of Pennsylvania, United States of America.


13    Contact us


Questions, comments and requests regarding these terms + conditions are welcomed and should be addressed to Ella’s Kitchen, 4600 Sleepytime Dr, Boulder, CO, 80301, or via our “contact us” form.


Effective from January, 2013