terms of use

Odwalla, Inc. U.S. Website Terms of Use

Last Revised: May 2012

1. You Agree to These Terms by Using this Site

Your access to, and use of, www.Odwalla.com, including the Content, as defined below, provided there (collectively, the “Site”), is subject to the following Terms of Use and all applicable laws and regulations. If you do not agree and accept, without limitation or qualification, these Terms of Use, please exit the Site.

2. Ownership of Content

The Site and all of its contents including, but not limited to, all text and images ("Content") are owned, trademarked by, copyrighted or license, as applicable, by Odwalla, Inc. (“Odwalla”) with all rights reserved unless otherwise noted. Your use of any Content, except as provided in these Terms of Use, without the written permission of the Content owner is strictly prohibited. You are also advised that Odwalla will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

3. Your Use of the Site

Odwalla grants you permission to use the Site as follows:

You must comply with all applicable laws, rules and regulations while using the Site;
The only Content you may download from this Site is Content expressly made available for downloading;
The Site may contain various contests or marketing programs in which Odwalla may invite registered users to submit user-generated content for display on this Site or other websites operated by Odwalla or its parent company (a “Submission”). All Submissions become Content that is owned by Odwalla.
You may not distribute modify, copy (expect as set forth below), transmit, display, reuse, reproduce, publish, license, create derivative works from, transfer, sell or otherwise use Content without Odwalla’s written permission;
You are prohibited from using the Site to advertise or perform any commercial solicitation, or otherwise exploiting for any commercial purposes, any portion of, use of or access to the Site;
You are prohibited from restricting or inhibiting any other person from use of the Site, and from interfering with or disrupting the operation of the Site or the servers or networks used to make the Site available or violating any requirements, procedures, policies or regulations of such networks;
You are prohibited from using the Site to violate the legal rights of others or harvest or collect personally identifiable information about users of the Site
You are prohibited from using the Site to post or transmit any infringing, threatening, false, misleading, abusive, harassing, libelous, defamatory, vulgar, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. Odwalla will fully cooperate with any law enforcement authorities or any court order requesting or directing Odwalla to disclose the identity of anyone posting or transmitting any such information or materials;
You are prohibited from modifying, adapting, translating, reverse engineering, decompiling or disassembling any portion of the Site or using the Site to post or transmit any virus, worm, Trojan Horse, Easter egg, time bomb, spyware or other computer code, file, program or malware that is harmful or invasive or may or is intended to damage or hijack the operation of, or monitor the use of, any hardware, software or equipment.

4. Contests, Sweepstakes and Similar Promotions

Any contest, sweepstake or similar promotion (a “Promotion”) featured on this Site will be governed by specific rules that are separate from these Terms of Use. By participating in any such Promotion, you will become subject to those rules, which may vary from the terms and conditions set forth herein. Odwalla urges you to read the applicable rules, which are linked from the webpage featuring the Promotion, and to review our Privacy Policy which, in addition to these Terms of Use, governs any information you submit in connection with a Promotion.

5. Links to Third Party Sites

The Site may contain links to sites owned or operated by parties other than Odwalla. Such links are provided for your convenience only. Odwalla does not control, and is not responsible for, the content or privacy policies on, or the security of, such sites. Without limiting the foregoing, Odwalla specifically disclaims any responsibility if such sites:

infringe any third party's intellectual property rights;
are inaccurate, incomplete or misleading;
are not merchantable or fit for a particular purpose;
do not provide adequate security;
contain viruses or other items of a destructive nature; or
are libelous or defamatory.

Neither does Odwalla endorse the content, or any products or services available, on such sites. If you establish a link to such sites or the Site, you do so at your own risk and without the permission of Odwalla.

6. Privacy

Any personal data (for example, your name, address, telephone number or e–mail address) you transmit to the Site by electronic mail or otherwise will be used by Odwalla in accordance with the Site's Privacy Policy as posted. Any other communication or material you transmit to the Site, such as questions, comments, suggestions or the like, will be treated as non–confidential and nonproprietary. You represent and warrant that any information you provide in connection with your use of the Site is true, accurate and complete. You agree that if any information you provide is false, inaccurate, obsolete or incomplete, we may terminate your use of the Site. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONAL DATA PUBLICLY AVAILABLE ON THE SITE, YOU DO SO AT YOUR OWN RISK.

7. Disclaimer of Warranties

THIS SITE IS SUBJECT TO CHANGE AND IS PROVIDED TO YOU "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Without limiting the foregoing, Odwalla neither warrants nor represents that your use of any Site, including any Content, will not infringe the rights of any third parties nor that the Content will be accurate, complete or up–to–date. Additionally, with reference to any discussions, chats, postings, transmissions, bulletin boards, and the like that may be on the Site, Odwalla assumes no responsibility or liability arising from any infringing, threatening, false, misleading, abusive, harassing, libelous, defamatory, vulgar, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law, contained in any such locations on the Site.

8. Exclusion of Liability

YOUR USE OF THE SITE IS AT YOUR OWN RISK. NEITHER ODWALLA, NOR ITS PARENT OR ANY OF THEIR SUBSIDIARIES, AFFILIATES, OFFICERS OR DIRECTORS, EMPLOYEES, SHAREHOLDERS, LICENSORS, REPRESENTATIVES, NOR ANY OF ITS AGENTS OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE (THE “ODWALLA PARTIES”), ARE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE OR CONTENT WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, USE, DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SITE, THE SERVICES, SOFTWARE, CONTENT OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. IN PARTICULAR, AND WITHOUT LIMITATION, NEITHER ODWALLA NOR THE ODWALLA PARTIES WILL BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR RESULTING FROM ANY CONTENT POSED ON THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING THE SITE. Please note that some jurisdictions may not allow the exclusion of certain damages, so some of the above exclusions may not apply to you.

9. Indemnity

You agree to defend, indemnify and hold harmless Odwalla, the Odwalla Parties and any other party involved in creating the Site and their respective directors, officers, employees, agents, shareholders, licensors and representatives from and against all claims, losses, costs and expenses (including without limitation lawyer’s fees) arising out of (a) your use of the Site or (b) any violation of these Terms of Use by you or those accessing the Site through your computer or (c) any allegation that any Submission made by you infringes or otherwise violates the copyright, trademark, trade secret, privacy or other intellectual property right or other right of a third party.

10. Revisions to the Site

We reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: modify or discontinue the Site, with or without notice; limit the Site’s availability to any person, geographic area or jurisdiction we choose; charge fees in connection with the use of the Site; modify and/or waive any fees charged in connection with the Site’ and/or offer opportunities to some or all uses of the Site. You agree that neither we nor any of the Odwalla Parties shall be liable to you or to any third party for any modification, suspension or discontinuance of the Site, in whole or in part, including any Service, Software, Content, Submission, feature or product offered through the Site. Your continued use of the Site after such changes will indicate your acceptance of such changes.

11. Revisions to the Terms

Odwalla may at any time, and without notice, revise these Terms of Use by updating this posting. You are bound by any such revisions and should therefore periodically visit this page to review the current Terms of Use. You can determine when these Terms of Use were last revised by referring to the “LAST UPDATED” legend at the top of this document. When using the Site, you agree that you are subject to any additional posted guidelines, rules or terms and conditions that may be applicable to the Site or parts of the Site, which are incorporated into these Terms of Use by reference.

12. Limitation and Termination of Use

Although this Site is accessible worldwide, we reserve the right to limit the availability of this Site and any features of the Site or the provision of any service to any person, geographic area or jurisdiction we so desire, at any time and in our sole discretion.

You agree that Odwalla, in its sole discretion, may terminate your access to or use of the Site, at any time, for any reason and with our prior notice. Upon any such termination, your right to use the Site will immediately cease.

13. Law and Jurisdiction

These Terms of Use and your use of the Site are governed by the laws of the State of Georgia, USA, without regard to its choice of law provisions. The courts of general jurisdiction located within Fulton County, Georgia, USA, will have exclusive jurisdiction over any and all disputes arising out of, relating to or concerning these Terms of Use and/or the Site or in which these Terms of Use and/or the Site are a material fact and you waive any jurisdictional, venue or inconvenient forum objections to such courts.

14. Severability

If any of these Terms of Use are found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms of Use and will not affect the validity and enforceability of any remaining provision.

15. Export Control

Software and other materials from this Site may be subject to United States Export Control. The United States Export Control laws prohibit the export of certain technical data and software to certain territories. No software from this Site may be downloaded or exported:

into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria, or any other country to which the United States has embargoed goods;
or anyone on the United States Treasury Department's list of Specially Designated Nationals
or the U.S. Commerce Department's Table of Deny Orders (collectively, the “List”).

Odwalla does not authorize the downloading or exportation of any software or technical data from this Site to any jurisdiction prohibited by the United States Export Laws or anyone on the List.

16. Cautionary Language Regarding Forward-Looking Statements

This Site may contain statements, estimates or projections that constitute "forward-looking statements" as defined under U.S. federal securities laws. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "project," "will" and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from Odwalla’s historical experience and our present expectations or projections. These risks include, but are not limited to, our ability to finance expansion plans, share repurchase programs and general operating activities; changes in the non-alcoholic beverages business environment, including actions of competitors and changes in consumer preferences; regulatory and legal changes; fluctuations in the cost and availability of raw materials; interest rate and currency fluctuations; changes in economic and political conditions; our ability to penetrate developing and emerging markets; the effectiveness of our advertising and marketing programs; litigation uncertainties; adverse weather conditions; and other risks discussed in our Company's filings with the Securities and Exchange Commission (the "SEC"); including our Annual Report on Form 10–K, which filings are available from the SEC. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Odwalla undertakes no obligation to publicly update or revise any forward–looking statements.