(Posted January 31, 2003)
- Your USFood.com Account. By completing the USFood.com registration process, you represent that you and anyone to whom you give access to your USFood.com account are at least 18 years old. Upon acceptance of your account registration, U.S. Foodservice will provide you with a limited, revocable, non-exclusive license to use the user ID provided to you by U.S. Foodservice and the password provided to you or that you select for your account. You are responsible for all purchases made and charges incurred on your USFood.com account, including applicable taxes, either by you or anyone you allow to use your account. You agree that the use of your USFood.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 USFood.com are your responsibility. U.S. Foodservice reserves the right to change its prices, fees, or billing methods at any time, unless U.S. Foodservice has agreed otherwise in writing. Your user ID and password should be considered confidential. You agree to restrict use of your user ID and password to authorized users. You agree to defend, indemnify and hold harmless U.S. Foodservice, its affiliated companies and their officers, directors, employees, contractors and assigns from any liabilities, claims, loss, cost or expense, including attorney fees, arising from any improper or illegal use of your account. This includes illegal or improper use by someone to whom you have given permission to use your account. Your USFood.com account may be terminated if you or anyone else uses it in violation of this Agreement or any U.S. Foodservice usage policies which may be posted on USFood.com, which policies are hereby made part of this Agreement. U.S. Foodservice reserves the right to de-activate accounts that are inactive for an extended period of time and to reject any application for a USFood.com or any other U.S. Foodservice account for any reason. U.S. Foodservice may require, as a prerequisite for establishing or maintaining an account, that you complete a U.S. Foodservice credit application and/or personal guaranty, and/or enter into any additional written agreement applicable to the particular circumstances of the relationship.
- Purchases through USFood.com. You agree that any order to purchase products and/or services from U.S. Foodservice placed using USFood.com constitutes a binding offer to purchase which U.S. Foodservice may accept or reject. U.S. Foodservice will provide you with an electronic notice confirming receipt of your order. U.S. Foodservice's acceptance of an order will be indicated by the order invoice. U.S. Foodservice 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 USFood.com, including all applicable taxes, is due C.O.D. unless otherwise agreed in writing between the parties. Any amounts due which remain unpaid shall incur a late payment charge of 1.5% or the highest amount allowed by law.
- Should collection activities be undertaken by U.S. Foodservice to collect amounts owed by you on a delinquent account, you will be responsible for all fees and costs associated with such collection activities, including but not limited to, reasonable attorney fees, court costs, and as liquidated damages, the amount charged by a collection agency for its collection services in an amount not to exceed fifty percent (50%) of the delinquent account balance.
- System Rules and Access; User Support; and International Availability. You agree to abide by all USFood.com access security rules and procedures, systems, and mechanisms imposed by U.S. Foodservice and to make no attempt to disable or circumvent any such security rules and procedures, systems or mechanisms. Access to USFood.com and the ability to deliver products and/or services via USFood.com may be denied or limited by U.S. Foodservice, or be unavailable, interrupted and/or discontinued from time to time due to system difficulties or otherwise, or at U.S. Foodservice's discretion, and U.S. Foodservice shall have no liability for such occurrences. Users experiencing access problems may contact the USFood.com support desk toll free at 1-877-583-9659. At this time, USFood.com is not available for the purchase of goods or services from outside the United States of America. Inquiries on delivery of services outside the United States may be directed through e-mail addressed to email@example.com.
- Termination and Cancellation. Unless otherwise agreed to in writing between you and U.S. Foodservice, either you or U.S. Foodservice may terminate, cancel or suspend your USFood.com account at any time, with or without cause, effective upon notice. U.S. Foodservice reserves the right to collect any amounts due U.S. Foodservice regardless of cancellation of your account. You understand and agree that your cancellation of your account is your sole right and remedy, unless otherwise agreed by U.S. Foodservice in writing, with respect to any dispute with U.S. Foodservice, including but not limited to, any dispute related to, or arising out of: (a) any term of this Agreement or U.S. Foodservice's enforcement or application of this Agreement; (b) any policy or practice of U.S. Foodservice, or U.S. Foodservice's enforcement or application of these policies; (c) the content, information, goods, services, software and/or equipment provided by or made available through U.S. Foodservice or any change thereof; (d) your ability or inability to access and/or use USFood.com; or (e) the amount or type of fees, charges, applicable taxes, billing methods, or any change thereof.
- Copyright Notice. Unless otherwise specified, the entire USFood.com Web site, and all content contained therein, including without limitation, site design, text, graphics, sound, video, interfaces, and the selection and arrangement thereof, is Copyright of U.S. Foodservice, Inc., and/or its suppliers, licensors, successors and/or assigns. All rights reserved. Permission is granted to view, electronically copy and to print in hard copy, materials and information available through USFood.com solely for reference purposes. Unless otherwise specified, any other use of such materials or information, including reproduction for purposes other than those noted above, modification, distribution, transmittal, display, performance, publication, licensing, creation of derivative works from, transfer, or re-sale, without the prior written permission of U.S. Foodservice, is strictly prohibited. U.S. Foodservice reserves the right to revoke this authorization at any time, and any use shall be discontinued immediately on written notice from U.S. Foodservice. Certain artwork, photographs, recipes and other content are used herein with permission of their respective authors or publishers. Any copies which you are authorized to make pursuant to this Section must include any copyright and other proprietary or restrictive notices contained in such copied materials as presented on USFood.com, and you agree not to distribute, publish or commercially exploit such materials.
- Trademarks. U.S. Foodservice and USFood.com are trademarks of U.S. Foodservice, Inc. U.S. Foodservice, Inc. owns and/or has registered the following trademarks and service marks: Bluewater, Esplendido, Farmer's Basket, Glenview Farms, Home Taste, House Creations, Luzzatti, Monogram, Temptables and Thirster. This list is not exhaustive, and U.S. Foodservice may own other marks that are not included here. Other product and company names mentioned on USFood.com may be the trademarks or service marks of third parties and, if so, U.S. Foodservice makes no claim with respect thereto. No trademark or service mark license is granted in connection with your use of USFood.com.
- Warranty Disclaimer. EXCEPT AS OTHERWISE SPECIFICALLY AGREED IN WRITING BY U.S. FOODSERVICE, USFOOD.COM, AND ALL CONTENT, INFORMATION, GOODS, SERVICES, SOFTWARE, AND EQUIPMENT PROVIDED BY OR ON BEHALF OF U.S. FOODSERVICE, AND ANY LINKS FROM USFOOD.COM TO ANY OTHER INTERNET SITE, ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND U.S. FOODSERVICE MAKES NO WARRANTIES REGARDING THEIR USABILITY, CONDITION, OPERATION OR AVAILABILITY. EXCEPT AS OTHERWISE SPECIFICALLY AGREED IN WRITING BY U.S. FOODSERVICE, U.S. FOODSERVICE DOES NOT WARRANT THAT ACCESS TO USFOOD.COM OR USE OF USFOOD.COM OR ANY CONTENT, INFORMATION, GOODS, SERVICES, SOFTWARE, AND EQUIPMENT PROVIDED BY OR ON BEHALF OF U.S. FOODSERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THEY WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, SUITABILITY OR QUALITY, OR THAT USFOOD.COM WILL BE AVAILABLE OR ACCESSIBLE AT ALL TIMES. U.S. FOODSERVICE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, COMPATABILITY, SECURITY, ACCURACY, AND QUIET ENJOYMENT.
- Use of Information.
- Submissions. Any information, including but not limited to address and other contact information, remarks, suggestions, ideas, graphics or other submissions, communicated to U.S. Foodservice through USFood.com or otherwise shall become the exclusive property of U.S. Foodservice when received by U.S. Foodservice, 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. U.S. Foodservice will not be required to treat any such information or materials as confidential.
- Information Collected and Use. It is U.S. Foodservice's policy not to disclose or sell personal information about its customers (such as name, address or e-mail address) to third parties; however, U.S. Foodservice may disclose aggregate information regarding its customers, including without limitation, information regarding their usage of USFood.com, to third parties. Further, U.S. Foodservice may disclose personal information regarding its customers 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 U.S. Foodservice or USFood.com; (b) protect or defend the rights or property of U.S. Foodservice, USFood.com, or the users of USFood.com, and/or (c) act under exigent circumstances to protect the personal safety of users of USFood.com or the public.
- Security. U.S. Foodservice will take commercially reasonable steps to protect and secure customer-specific information sent via USFood.com from loss, misuse, and alteration but, given the nature of the Internet and electronic commerce, makes no warranty that such information shall be completely secure.
- Opting Out / Unsubscribing. If you do not wish to receive e-mail advertisements from USFood.com, please notify U.S. Foodservice by e-mail addressed to firstname.lastname@example.org from each e-mail address that you have used to access USFood.com.
- Links. USFood.com may contain links to other Web sites not maintained by U.S. Foodservice. Such external Web sites contain information created, published, displayed or maintained independently of U.S. Foodservice. U.S. Foodservice is not responsible for such content, nor does it approve, endorse or certify information contained on any external or linked site. Accordingly, U.S. Foodservice makes no representations or warranties whatsoever concerning the content or availability of those sites or any other sites to which they link.
- Indemnification. Upon request by U.S. Foodservice, you agree to defend, indemnify and hold harmless U.S. Foodservice, its affiliated companies and their officers, directors, employees, contractors and assigns from any liabilities, claims, loss, cost or expense, including reasonable attorney fees, arising from your breach of this Agreement and/or from your use of USFood.com. U.S. Foodservice reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
- Limitation of Liability. UNDER NO CIRCUMSTANCES WILL U.S. FOODSERVICE BE LIABLE TO ANY PERSON OR BUSINESS ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES BASED ON ANY USE OF OR INABILITY TO USE USFOOD.COM OR ANY OTHER WEB SITE TO WHICH USFOOD.COM IS LINKED, OR, EXCEPT AS OTHERWISE SPECIFICALLY AGREED IN WRITING BY U.S. FOODSERVICE, WITH RESPECT TO ANY INFORMATION, GOODS, SERVICES, SOFTWARE, AND EQUIPMENT PROVIDED TO YOU BY OR ON BEHALF OF U.S. FOODSERVICE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, OR LOSS OF PROGRAMS OR INFORMATION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF U.S. FOODSERVICE HAS BEEN SPECIFICALLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND YOU HEREBY WAIVE ANY CLAIMS WITH RESPECT THERETO
- Modifications of this Agreement. U.S. Foodservice reserves the right to modify this Agreement and any terms, conditions, policies and notices under which USFood.com is offered at any time effective upon the posting of such modifications on USFood.com. Material changes (other than pricing) will be posted online in the "What's New" section. You are responsible for reviewing information posted on USFood.com regularly to obtain timely notice of such changes. If you do not agree to any such modifications proposed by U.S. Foodservice, or to any of the terms of this Agreement, your sole remedy is to cancel your USFood.com account. Continued use of USFood.com or non-termination of your account after changes are posted constitute your acceptance of this Agreement as modified.
- No Unlawful or Prohibited Use. As a condition of your use of USFood.com, you warrant to U.S. Foodservice that you will not use USFood.com for any purpose that is unlawful or prohibited by this Agreement.
- Promotions. U.S. Foodservice may make information regarding specific programs, offers, contests or promotions which U.S. Foodservice is conducting available on USFood.com. Any such program, offer, contest or promotion is also subject to the specific terms, conditions and restrictions listed on USFood.com in connection with the program, offer, contest or promotion. U.S. Foodservice reserves the right to alter or withdraw any program, offer, contest or promotion at any time without notice. Each program, offer, contest and promotion is void where prohibited by law. Please refer to and read carefully the terms, conditions and restrictions included on USFood.com in connection with each program, offer, contest or promotion. As part of such programs, offers, contests, promotions or otherwise, U.S. Foodservice may make available certain software, equipment and/or services, and/or Internet access services, either directly or through third parties. You agree that U.S. Foodservice shall have no responsibility or liability for any such software, equipment or services, including without limitation, 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 U.S. Foodservice.
- General. This agreement is governed by the laws of the State of Illinois, U.S.A. You hereby consent to the exclusive jurisdiction, including personal jurisdiction, and venue of courts in Cook County, Illinois, U.S.A. in all disputes arising out of or relating to the use of USFood.com and this Agreement. Use of USFood.com is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and U.S. Foodservice as a result of this Agreement or use of USFood.com. U.S. Foodservice's performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of U.S. Foodservice's right to comply with governmental, court and law enforcement requests or requirements relating to your use of USFood.com or information provided to or gathered by U.S. Foodservice with respect to such use.span> 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 above, 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 the 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 USFood.com or this Agreement may be instituted by you more than one (1) year after the cause of action first accrues.
- Entire Agreement. This agreement constitutes the entire agreement between you and U.S. Foodservice with respect to USFood.com and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and U.S. Foodservice with respect to USFood.com, except for any written purchase agreement or credit agreement with U.S. Foodservice, in which case this Agreement shall supplement such agreements and the purchase agreement or credit agreement shall govern in the event of any inconsistency. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Any rights not expressly granted herein are reserved by U.S. Foodservice.