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Terms & Conditions

UniPro Foodservice, Inc. User Agreement Terms and Conditions for Access to Website

The following are UniPro Foodservice, Inc.'s ("UniPro's") Terms and Conditions For Access To Web site ("Terms and Conditions"). UniPro provides a Web site and certain electronic publication services that allow registered users to gain access to relevant industry information, news and other related services. Your use of this site and these services are governed by the following Terms and Conditions.

Please print a copy of these Terms and Conditions for your employer's records and promptly provide a copy to an executive officer of your employer ("Company"). By using the Web site, you are representing to UniPro that your Company has authorized you to do so after an authorized officer of you Company has had an opportunity to review and accept these terms and conditions of your use on behalf of your Company. If you have questions concerning these Terms and Conditions, please contact UniPro via email, info@uniprofoodservice.com. We may amend these Terms and Conditions, without notice, at any time by posting the amended terms on our Web site. Except as stated below, all amended terms shall be effective immediately upon posting. By accessing and using the UniPro Web site, you agree to periodically review these Terms and Conditions on behalf of your Company, provide any revised versions to an executive officer of your Company and be bound on behalf of you Company by any modifications or amendments to its terms. These Terms and Conditions may not be otherwise amended except in writing signed by your Company and UniPro.

1. Member Content Eligibility. Our content services are available only to authorized employees of Member companies of UniPro. Member companies have formed legally binding contracts under applicable law to participate in UniPro'sTM cooperative. Without limiting the foregoing, our services are not available to minors or to any person other than authorized employees of Members. If you do not qualify, please do not use our services and exit the Web site immediately. Further, our services are not available to temporarily or indefinitely suspended UniPro members, regardless of whether there is a current contract in place.

2. All Web Site Content. Use of the UniPro web site, the content and any portion thereof is at your own risk and your Company'TMs risk. UniPro makes no representations or warranties about the accuracy, reliability, completeness, currentness or timeliness of the content, services, text, graphics, links, or communications provided on or through use of the UniPro web site. The UniPro web site allows third parties to submit content for posting. You understand that, in most cases, UniPro has NOT authored this content. A third party to which UniPro has no relationship may have authored the content. UniPro has no obligation to monitor or edit the content submitted by a third party, nor is UniPro publisher of such information. Third party content may contain inaccuracies or typographical errors. UniPro makes no representations or warranties about such content.

3. Your Account and Password. Access to the UniPro Extranet requires a username and password. This will require you to provide certain information for identification purposes. Your username and password shall represent a unique means of identifying you as an account holder. You are expressly prohibited from disclosing or sharing your username, password or account information with any third parties (including other members of your company). UniPro may take any necessary actions to ensure that the integrity of your username and password is protected and maintained, including, but not limited to, implementing electronic protocols that prevent more than one computer terminal from accessing your account on a given day. If you lose control of your username and password, or if it has been compromised in any way, please notify your Company'TMs Web Administrator or UniPro immediately.

4. Copyright Notice; Limited Use. All UniPro content is protected by copyright law and UniPro holds exclusive rights to this material. You agree that you will not copy, reproduce, alter, modify, create derivative works of, or publicly display any UniPro content without the prior expressed written permission of UniPro. Any re-publication, re-distribution, or re-editing or other use of this material, in any form, including by framing or similar means, or by electronic linking, is expressly prohibited without prior consent of UniPro. Your access to the UniPro Web site is intended for the personal use of your Company alone. You are prohibited from electronically forwarding any content or lined materials to any third parties. UniPro may take any necessary steps or adopt any necessary security procedures to prevent the unlawful forwarding or copying of UniPro'TMs or its licensors'TM copyrighted material. Any violation of this section may result in immediate termination of your Company'TMs account, in addition to any other remedies at law that may be available.

5. Suspension or Termination. Without limiting any other remedies, UniPro may suspend or terminate your Company'TMs account if you or your Company is found (by conviction, settlement, insurance or escrow investigation, or otherwise) to have engaged in fraudulent or illegal activity in connection with our Web site. In addition, we may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your Company'TMs account and refuse to provide our services to you: (a) if you or your Company breaches these Terms and Conditions or the documents it incorporates by reference; (b) if we are unable to verify or authenticate any information you provide to us; or (c) if we believe that your or your Company'TMs actions may cause legal liability for you, your Company, our users or us.

6. Rules for Posting Comments. Certain portions of the UniPro Web site allow you to post comments on articles or other topics of discussion. Your comments will be publicly visible to anyone who visits the UniPro Web site, and you must adhere to the following rules in posting comments:

a. All of your comments are welcome; however, we ask that you please focus specifically on the article, story, or issue for which comment has been requested.

b. You should avoid making statements that are false, inaccurate, misleading, accusatory, defamatory, obscene, pornographic, abusive, or otherwise unlawful or infringing on the rights of others.

c. Your comments shall not infringe any third party'TMs copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy.

d. Your comments shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; and shall not link directly or indirectly to or include descriptions of other goods or services.

e. All comments may be edited based on length, clarity or content.

f. UniPro does not endorse or otherwise represent the accuracy, truthfulness or reliability of comments posted by users and is not responsible for such comments or any subsequent actions taken as a result of such postings. Posted comments reflect only the views of the comments'TM authors, who are solely responsible for their respective content. If it is brought to our attention that a particular comment is problematic, UniPro reserves the right to remove all or some of the posting, as it deems appropriate in its sole discretion.

g. UniPro has sole discretion to interpret, apply or modify these guidelines at any time and without prior notice, and may take whatever actions it deems necessary to ensure that these guidelines are followed.

7. Advertisements, Classifieds, Etc. Classified ads may be posted or viewed via the UniPro Extranet subject to the following additional terms and conditions. UniPro cannot and does not guarantee or otherwise make any representations regarding the reliability, accuracy, performance, or validity of the products or services posted and does not sponsor or endorse such products or services. References to individuals or companies other than UniPro, their services, information, or products are provided "as is" without any warranties of any kind, either express or implied, and UniPro assumes no liability or responsibility for the quality of products or services listed or for any inaccuracies or typographical errors. UniPro encourages companies and individuals to use common sense when posting or viewing classified ads. Classified ads which are found to be of a derogatory or profane nature or are, in the sole discretion of UniPro, of no material value to the Members or the integrity of the Web site, may be removed by UniPro in its sole discretion without any liability to the poster or to any third party. Profanity, pornography, defamatory statements and infringing materials are prohibited. To ensure the greatest exposure to your ad, please choose the correct category and subcategory in which to place the ad.

8. Access and Interference.

a. You are responsible for providing all equipment necessary to access the Internet and the Web site. Access to the UniPro Web site requires use of current browsers such as Microsoft Explorer, Netscape Navigator, Apple'TMs Safari, Mozilla Firefox and many others.

b. The UniPro Web site is usually available 24 hours a day, 7 days a week. However, we retain the right to make the Web site unavailable from time to time for any reason. You agree that UniPro shall not be liable for any damages arising from any interruption, suspension or termination of the Web site.

c. Our Web site contains robot exclusion headers and you agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without our prior expressed written permission. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the UniPro Web site or any commerce being conducted on our site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. Much of the information on our site is updated on a real time basis and is proprietary or is licensed to UniPro by our users or third parties.

9. No Warranty. WE PROVIDE OUR WEB SITE AND CONTENT "AS IS" AND "WITH ALL FAULTS", WITHOUT ANY TECHNICAL SUPPORT OR WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. YOUR USE OF THE CONTENT IS SOLEY AT YOUR OWN RISK. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AS TO THE ACCURACY OF POSTINGS MADE ON THE SITE. UNIPRO DOES NOT WARRANT OR GUARANTEE THAT ACCESS TO THE WEB SITE WILL BE CONTINUOUS OR UNINTERRUPTED OR THAT THE WEB SITE OR YOUR USE THEREOF WILL BE ERROR FREE.

10. Liability Limit. IN NO EVENT SHALL UNIPRO BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF CONNECTION WITH OUR SITE, OUR SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). OUR LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AGGREGATE FEES YOU PAY TO UNIPRO IN CONNECTION WITH THE UNIPRO WEB SITE DURING THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. THIS LIMITED RIGHT SHALL CONSTITUTE UNIPRO'TMS SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY IN CONNECTION WITH ANY CLAIM RELATED TO THE UNIPRO WEB SITE. IN NO EVENT SHALL UNIPRO OR ANY THIRD PARTIES MENTIONED IN THE UNIPRO WEB SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE UNIPRO WEB SITE AND THE CONTENT WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT UNIPRO IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Indemnity. You agree to indemnify, defend, and hold us and our subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys'TM fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, any disputes or other claims relating to your use of our Web site, or your violation of any law or the rights of a third party.

12. Notices. Except as explicitly stated otherwise, any notices shall be given by postal mail to UniPro Foodservices, Inc. Attn: Legal Department, 2500 Cumberland Parkway, Atlanta, GA 30339 USA (in the case of UniPro) or to the email address you provide to UniPro during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to UniPro during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing.

13. Arbitration. Any controversy or claim arising out of or relating to this Agreement or our services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Atlanta, Georgia, USA, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or UniPro may seek any interim or preliminary relief from a court of competent jurisdiction in Atlanta, Georgia necessary to protect the rights or property of you or UniPro pending the completion of arbitration.

14. Privacy Statement. UniPro'TMs Privacy Statement is available on our Web site. We may amend this Privacy Statement, without notice, at any time by posting the amended terms on our site. All amended terms shall be effective immediately upon posting. By accessing and using the UniPro Web site, you agree to periodically review this Privacy Statement and be bound by any modifications or amendments to its terms.

15. General. These Terms and Conditions shall be governed in all respects by the laws of the State of Georgia, USA as such laws are applied to agreements entered into and to be performed entirely within Georgia between Georgia residents. You and UniPro consent to the exclusive jurisdiction of, and venue in, the state and federal courts of Fulton County, Georgia, U.S.A. We do not guarantee continuous, uninterrupted or secure access to our services, and operation of our Web site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof.

BY ACCESSING AND USING THE UNIPRO WEB SITE YOU ARE HEREBY ACKNOWLEDGING AND AGREEING TO THESE TERMS AND CONDITIONS, AND YOU REPRESENT AND WARRANT THAT YOU, AS A DULY AUTHORIZED REPRESENTATIVE OF YOUR COMPANY, CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW, AND THAT YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.