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- FoodserviceExpress.com Account.
By completing the FoodserviceExpress.com registration process, you represent and warrant that you and anyone to whom you give access to your FoodserviceExpress.com account are at least 18 years old. Upon acceptance of your account registration, Foodservice Express may provide you with a limited, revocable, non-exclusive license to use of a User Identification (“ID”) and Password. These may be provided to you by Foodservice Express and/or its Distributor Partners and/or Affiliates. Foodservice Express reserves the right to add additional security measures related to Passwords. You are responsible for any and all activities that occur on your FoodserviceExpress.com account, including ordering, payment of shipping and applicable taxes, either by you or anyone you allow to use your account. You agree to notify Foodservice Express immediately of any unauthorized use of your account or any other breach of security of which you become aware. You agree that the use of your FoodserviceExpress.com user ID and Password shall constitute your electronic signature and be considered the equivalent of your manual written signature. All telephone, Internet access and other charges incurred connecting to the Site are your responsibility. Your User ID and Password are confidential, and may only be used by authorized users. Foodservice Express reserves the right to change its prices, fees, or billing methods at any time, unless Foodservice Express has agreed otherwise in writing. Your FoodserviceExpress.com account may be terminated if you or anyone else uses it in violation of this Agreement or any Foodservice Express usage policies that may be posted on the Site. Foodservice Express may de-activate accounts that are inactive and reject any application for a FoodserviceExpress.com or any other Foodservice Express account for any reason.
- No Unlawful or Prohibited Uses.
- Purchases through FoodserviceExpress.com.
You agree that any order to purchase products and/or services from Foodservice Express placed using the Site constitutes a binding offer to purchase which Foodservice Express may accept or reject. Foodservice Express will provide you with an electronic notice confirming receipt of your order. Foodservice Express reserves the right, without prior notification, to limit the order quantity on any item and/or refuse service to any customer and may require verification of information prior to the acceptance of any order.
- Payment for Orders.
Payment in full on all purchases made via the Site may be via several means.
- For orders placed directly with Foodservice Express payment may be made using an approved credit card.
- For orders placed on the site through an authorized Distributor Partner’s or Affiliate’s account payment shall be made in a manner on under the terms previously approved by that Distributor Partner or Affiliate.
- Termination and Cancellation.
This Agreement will continue to be effective until you or Foodservice Express terminate it. All obligations hereunder which apply subsequent to a termination of the Agreement shall survive such termination. You may terminate this Agreement at any time by destroying any and all materials you obtained from this Site, and by ceasing to use the Site in any way. Foodservice Express may terminate this Agreement immediately and without notice if Foodservice Express, at its sole discretion, decides that you have failed to comply with any term or condition of this Agreement or if Foodservice Express decides to modify the terms and conditions governing future use of the Site. You understand and agree that your right to unsubscribe your e-mail address is your sole right and remedy, unless otherwise agreed by Foodservice Express in writing, with respect to any dispute with Foodservice Express, including, but not limited to, any dispute related to, or arising out of: (a) any term of this Agreement or Foodservice Express’ enforcement or application of this Agreement; (b) any policy or practice of Foodservice Express, or Foodservice Express’ enforcement or application of the Terms; (c) the content and/or information provided by or made available through Foodservice Express or any change thereof; (d) your ability or inability to access and/or use the Site, or (e) the amount or type of fees, charges, applicable taxes, billing methods, or any change thereof.
- Ownership, Trademark and Copyright.
You agree and acknowledge that Foodservice Express and its parent, Med-Diet, Inc. are the owners and/or licensees of all rights in and to the Site and the materials that appear on the Site and that you will not challenge those rights or do anything that might impair or damage those rights. The Site is protected by copyright, trademark and other laws of the United States and other countries. Any unauthorized use of any material on the Site may violate such laws. No links may be established to any part of the Site and no information on the Site may be used without our prior written approval. The trademarks, logos and service marks used and displayed on this Site (collectively, the “Marks”), are registered and unregistered trademarks of, and owned by, Foodservice Express and its parent, Med-Diet, Inc Under no circumstances may you use any of the Marks displayed on the Site, or any other content on the Site, except as provided in the Terms. Any other use is strictly prohibited and Foodservice Express will take all necessary action to enforce its rights. Foodservice Express owns and/or has registered the trademarks and service marks shown on the site including: Med-Diet, Minnehaha Mills, QualityPro, Lo*Pro, Top Kick and Foodservice Express. This list is not exhaustive, and Foodservice Express or Med-Diet, Inc. may own other marks that are not included here. Other product and company names mentioned on FoodserviceExpress.com may be the trademarks or service marks of third parties and, if so, Foodservice Express makes no claim with respect thereto. Nothing on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Marks without the written permission of the trademark owner. You should assume that everything you see or read on the Site is copyrighted and may not be used except as provided in the Terms. If you modify or use the Marks for any other purpose than as discussed herein you will be violating the intellectual property rights of Foodservice Express, which
it vigorously protects.
- Use of Information.
- Submissions. With the exception of your proprietary information, any information, including but not limited to, address and other contact information, remarks, suggestions, ideas, graphics or other submissions, communicated to Foodservice Express through the Site or otherwise shall become the exclusive property of Foodservice Express when received by Foodservice Express, which shall own all present and future rights therein, and may use any information submitted for any legal purpose without restriction or compensation to the person providing such information. Foodservice Express will not be required to treat any such information or materials as confidential.
- Information Collected and Use. It is Foodservice Express’ policy not to disclose or sell personal information about users of the Site (such as name, address or e-mail address) to third parties; however, Foodservice Express may disclose aggregate information regarding its users, including, but not limited to, information regarding their usage of the Site, to third parties. Further, Foodservice Express may disclose personal information regarding its users if required to do so by law or in the good-faith belief that such action is necessary to (a) conform to the edicts of the law or comply with legal process served on Foodservice Express or the Site; (b) protect or defend the rights or property of Foodservice Express, the Site, or the users of the Site, and/or (c) protect the personal safety of users of the Site or the public under exigent circumstances.
- Security. Foodservice Express will take commercially reasonable steps to protect and secure any user-specific information sent via FoodserviceExpress.com from loss, misuse, and alteration. The Site uses Secure Sockets Layering (SSL) to encrypt your personal credit information, including your credit card number, before it travels over the Internet. SSL technology is one of the leading industry standards for secure online transactions. However, no data transmission over the Internet can be guaranteed to be 100% secure.
- Opting Out / Unsubscribing. If you do not wish to receive e-mail advertisements from the Site email us, or call 1-800-633-3438, and provide each email address you wish to unsubscribe.
- Third Party Content and Linked Sites.
The Site may contain links to other sites created and maintained by other organizations that may or may not be related to Foodservice Express. These links are provided for your convenience and are for reference only, and you agree that the links do not imply that Foodservice Express is affiliated or associated with, or that any linked site is authorized to use any trademark, trade name, logo or copyright of Foodservice Express and/or Med-Diet, Inc. Foodservice Express makes no representation about any other site that you may access through the Site and is not responsible for the contents of any other site. Unless expressly stated, Foodservice Express does not endorse any products or services offered by any company or person linked to the Site. You may not create a link to the Site without first obtaining our written permission.
To the maximum extent legally possible, you agree that you will not directly or indirectly copy, publish, reproduce, distribute, display or transfer any or all of the Materials, whether electronically, mechanically, or otherwise, in any form (including the copying of presentation style, content, or content organization) without the prior written permission from Foodservice Express; provided, however, that you may download one copy of the Materials found on the Site on a single computer for your internal use only unless specifically licensed to do otherwise by Foodservice Express. This is a license, not a transfer of title, and is subject to the following restrictions: you may not: (a) modify the Materials or use them for any commercial purpose, or any public display, performance, sale or rental; (b) remove any copyright or other proprietary notices from the Materials; (c) transfer the Materials to another person; (d) except as specifically provided above, copy, reproduce, modify, publish, upload, post, transmit, or distribute any of the Materials in any way, without Foodservice Express' prior written permission. You agree that you will not frame or link to the Site without our explicit prior approval. Except as specifically provided herein, Foodservice Express and its suppliers do not grant any explicit or implied right to you under any intellectual property or information rights. Foodservice Express may terminate this license at any time. Upon termination, you must immediately destroy the Materials.
You acknowledge that a portion of the Materials constitutes content and substantive information, including news articles, industry, or other information, data, text, graphics, messages, communications, photographs, images, illustrations, audio clips, and/or video clips (collectively, the "Content"). You understand that to the extent that Foodservice Express did not originate or create such Content, the Content provided is not the responsibility of Foodservice Express, but rather of the person from which such Content originated or which created the Content. ALL CONTENT, WHETHER ORIGINATING WITH OR CREATED BY Foodservice Express OR OTHERWISE, IS PROVIDED "AS IS" AND WITH ALL FAULTS AND Foodservice Express SHALL HAVE NO RESPONSIBILITY OR LIABILITY THEREOF. Without limiting the foregoing, Foodservice Express does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, or distributed through the Services by any user, information provider, or any other person or entity.
You acknowledge that any reliance upon any such opinion, advice, statement, or information shall be at your sole risk. Under no circumstances will Foodservice Express be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content. Moreover, Foodservice Express or another third party may edit, alter, or summarize certain Content provided by others; Foodservice Express is not liable for the completeness of any Content provided to you, regardless of whether Foodservice Express has edited, altered, or summarized such Content. You acknowledge that Foodservice Express and/or third-party content providers remain the owners of the Materials on this Site, and that you do not acquire any of those ownership rights by printing or downloading any of the information or making use of the Site. In addition, other trademarks appearing through the use of the Site and information specifically related to certain companies may also be subject to the rights of other parties. Customer agrees to respect, and not in any way to violate, such third party rights. Foodservice Express' trademarks may be used publicly only with permission from Foodservice Express. Fair use of Foodservice Express' trademarks in advertising and promotion of Foodservice Express products requires proper acknowledgement.
Foodservice Express may make information regarding specific programs, offers, contests or promotions which Foodservice Express is conducting (“Programs”) available on the Site. Any such Program is also subject to the specific terms, conditions and restrictions listed on the Site in connection with the Program. Foodservice Express reserves the right to alter or withdraw any Program at any time without notice. Each Program is void where prohibited by law. Please refer to and read carefully the terms, conditions and restrictions included on the Site in connection with each Program. As part of such Programs or otherwise, Foodservice Express may make available certain software, equipment and/or services, and/or Internet access services, either directly or through third parties. You agree that Foodservice Express shall have no responsibility or liability for any such software, equipment or services, including, but not limited to, any obligation to upgrade, replace or enhance same, and that any warranties applicable thereto may be made by the respective vendor or manufacturer thereof, and not by Foodservice Express.
- Disclaimer of Warranties and Limitations of Liability.
Your use and browsing of the Site is solely at your own risk. If you are dissatisfied with the Site or any of the materials on the Site, or with any of the Terms, your sole and exclusive remedy is to discontinue accessing and using the Site.
YOU ACKNOWLEDGE THAT WE DO NOT REPRESENT THAT THE INFORMATION CONTAINED ON THE SITE (INCLUDING PRODUCT OR SERVICE DESCRIPTIONS) IS ACCURATE OR COMPLETE. ACCORDINGLY, YOU ACKNOWLEDGE FURTHER THAT YOU DO NOT OR WILL NOT RELY ON ANY INFORMATION CONTAINED ON THE SITE (INCLUDING PRODUCT OR SERVICE DESCRIPTIONS). ALL INFORMATION CONTAINED ON THE SITE IS SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE.
YOU AGREE THAT USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK. THE SITE AND THE MATERIALS PROVIDED THEREON (REGARDLESS OF WHETHER SUCH MATERIALS ARE CREATED BY Foodservice Express OR A THIRD PARTY CONTENT PROVIDER) ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND OR RESPONSIBILITY EITHER EXPRESSED OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OR RESPONSIBLITILTY AS TO, OF, OR FOR: (a) TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR PARTICULAR PURPOSE; (b) INFORMATION, INFORMATIONAL CONTENT, OR COMPLETNESS OR INFORMATIONAL ACCURACY, WHETHER RELATING TO THE PRODUCTS ON THE SITE OR OTHERWISE; (c)THE QUALITY, SUITABILITY, ACCURACY, FUNCTIONALITY, OR OPERATION OF THE SITE; (d) UNINTERRUPTED ACCESS; OR (e) ANY PRODUCTS OR SERVICES DESCRIBED ON THE SITE OR ANY INFORMATION RELATING THERETO. NEITHER Foodservice Express NOR ANY OF ITS AGENTS, AFFILIATES, OR CONTENT PROVIDERS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF, OR RELATED TO, THE USE OF THE SITE OR OUT OF ANY BREACH OF ANY OBLIGATION OR RESPONSIBILITY THAT ANY OF THEM MAY HAVE, EVEN IF Foodservice Express HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
By accessing and using the Site, you agree to indemnify, defend and hold harmless Foodservice Express, its parent, subsidiaries and affiliates, and their respective directors, officers, employees, agents, contractors, counsel, successors and assigns, from any and all liabilities, claims, losses, costs or expenses, including attorney fees, due to or arising out of anything you submit or transmit through the Site, your use of the Site, including the illegal or improper use by someone to whom you have given permission to use your account, your connection to the Site or your violation of the Terms or any local, state, federal or international laws or regulations. Foodservice Express reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
- Jurisdiction and Governing Law.
This Site is controlled by Foodservice Express from within the United States of America. Foodservice Express makes no representation that Materials in the Site are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Materials in violation of U.S. export laws and regulations. You agree that any claim relating to the Site content shall be governed by the internal substantive laws of the State of Minnesota without regard to its conflict of law principles. You hereby consent to the exclusive jurisdiction, including personal jurisdiction, and venue of courts in Hennepin County Minnesota, U.S.A. in all disputes arising out of or relating to the use of the Site and this Agreement. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Foodservice Express as a result of this Agreement or use of the Site. Foodservice Express’ performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Foodservice Express’ right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Foodservice Express with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth in this Agreement, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect. Except for the failure to make payments when due, neither party to this Agreement will be liable to the other by reason of failure in performance of this Agreement if the failure arises out of any cause beyond the reasonable control of that party. No cause of action arising out of the use of the Site or this Agreement may be instituted by you more than one (1) year after the cause of action first accrues.
Any failure by Foodservice Express to enforce any of its rights under the Terms or under applicable law shall not constitute a waiver of such rights.
You shall not disclose to a third party any Foodservice Express Information without Foodservice Express’ prior written consent, except as necessary to perform your contractual obligations to Foodservice Express or unless required by law or other governmental or regulatory order. In such event, you will notify Foodservice Express of the same with sufficient time for Foodservice Express to challenge the validity of the order. You may use the Foodservice Express Information and the Site only in strict accordance with the terms of this Agreement. You agree that the Foodservice Express Information is valuable and proprietary information of Foodservice Express and that the disclosure of the same to you does not confer any rights over those expressly stated in this Agreement. You agree to inform your employees, consultants and other agents performing services that require the use of Foodservice Express Information or the Site of the confidentiality obligations stated herein and further agree that any of your employees, consultants or other agents who may, for any reason, have access to the Foodservice Express Information and/or the Site will agree to the terms of this Agreement. Upon completion of services that require use of the Foodservice Express Information and/or access to the Site, you shall return to Foodservice Express (or, at Foodservice Express’ option destroy) all copies of Foodservice Express Information and all notes or memoranda or other stored information prepared by you, your company or your company’s employees, consultants or agents and certify the same to Foodservice Express. You agree that upon any violation by you, your company or any employees, consultants or agents of your company of the terms and conditions of this Agreement, Foodservice Express shall be entitled to seek an injunction or other equitable relief, in addition to any other remedies that may be available to Foodservice Express. Foodservice Express shall not be required to post a bond or other security in connection with any such request for injunctive or other equitable relief.
- Modifications of this Agreement.
Foodservice Express reserves the right to modify this Agreement and any terms, conditions, policies and notices under which FoodserviceExpress.com is offered at any time effective upon the posting of such modifications on the Site. You are responsible for reviewing information posted on the Site regularly to obtain timely notice of such changes. If you do not agree to any such modifications proposed by Foodservice Express, or to any of the terms and conditions of this Agreement, your sole remedy is to cancel your FoodserviceExpress.com account. Continued use of the Site or non-termination of your account after changes are posted constitutes your acceptance of this Agreement as modified.
- Entire Agreement.