United Natural Foods, Inc. (“UNFI”) operates this website (the “Site”) to provide online access to the content on this Site. This content is intended to be a general information resource in regard to the subject matter covered, but is provided solely on an “AS IS” and “AS AVAILABLE” basis as noted below.
1. INTELLECTUAL PROPERTY
The Site and all information and/or contents that you see, hear, or otherwise experience on the Site (the “Contents”) are protected by U.S. and international copyright, trademark, and other laws, and belong to UNFI or its parent companies, subsidiaries, affiliates, partners, contributors, or third parties.
UNFI grants you a personal, non-exclusive, non-transferable license to use the Site and the Contents and to download, print and store portions of the Contents that you select; provided, however, that you: (1) use those portions of the Contents only for your own personal, non-commercial use; (2) do not copy or post the Contents on any network computer or transmit, distribute, publish or broadcast the Contents in any media; and (3) do not modify or alter the Contents in any way, or delete or change any copyright or trademark notice. No right, title or interest in any downloaded Contents or materials is transferred to you as a result of this license. UNFI reserves complete title and full intellectual-property rights in any Contents you download from the Site, subject to the limited license set forth herein for you to make personal, non-commercial use of the Contents.
You may not mirror or frame the home page or any other pages of this Site on any other website or webpage. You may not connect “deep links” to the Site, or in other words create links to this Site that bypass the home page or other parts of the Site. You may not use any of the marks or logos appearing throughout the Site without express written consent from the trademark owner, except as permitted by applicable law. UNFI expressly neither warrants nor represents that your use of the Contents displayed on the Site will not infringe rights of third parties not owned by or affiliated with UNFI.
2.1 Content. The Contents are for informational purposes only. Nothing on this Site is intended to be, nor should it be construed or used as, investment, tax, legal or financial advice, any kind of recommendation, or an opinion of the appropriateness of any security or investment. UNFI is not soliciting any action based upon the Site and is not responsible for any decision made by any shareholder, and the Site should not be construed as a solicitation to procure, withhold or revoke any proxy. Reliance on the Content or any information provided by or otherwise appearing on the Site is solely at your own risk.
2.3 Third Party Contents. The Site may contain information or contents provided by users of the Site and other parties not related to UNFI. The presence of such third party information and contents does not constitute or imply an endorsement, sponsorship, or recommendation by UNFI of the third party or such information or contents. You acknowledge and agree that UNFI is not responsible for the availability of any such information or contents and that UNFI does not endorse or warrant, and is not responsible or liable for, any such information or contents.
2.4 Downloading Files. UNFI cannot and does not guarantee or warrant that files available for downloading through the Site will be free from infection by software viruses or other harmful computer code, files or programs. All risk as to the quality and performance of the Site and the accuracy of the Contents shall be borne solely by you.
2.5 International Use. UNFI makes no representation that the Site or Contents are applicable or appropriate for use in locations outside the United States. You agree to comply with all applicable laws and local rules regarding the transmission of technical data, acceptable contents, and online conduct.
3. RIGHT TO CHANGE SITE AND CONTENTS
UNFI, acting in its sole discretion, may change or discontinue all or part of the Site or any or all of the Contents, at any time, without giving you notice.
4. RIGHT TO TERMINATE ACCESS
UNFI, acting in its sole discretion, without notice, may deny any person access to, or use of, all or part of the Site, including any or all of the Contents, and may terminate any person’s access to, or use of, all or part of the Site, including any or all of the Contents.
5. DISCLAIMER OF WARRANTIES
UNFI MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, OR ENDORSEMENTS WHATSOEVER WITH RESPECT TO THE SITE OR THE CONTENTS. UNFI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT WITH REGARD TO THE SITE AND THE CONTENTS. UNFI DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. UNFI DOES NOT WARRANT THE ACCURACY, TIMELINESS, AUTHENTICITY, OR COMPLETENESS OF THE CONTENTS, OR THAT ANY ERRORS IN THE CONTENTS WILL BE CORRECTED. THE SITE AND THE CONTENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
6. LIMITATION OF LIABILITY
YOU UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES WILL UNFI BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR OTHER DAMAGES ARISING OUT OF, OR HAVING TO DO WITH, (I) THE USE OF, OR INABILITY TO USE, THE SITE OR THE CONTENTS, (II) ANY TRANSACTION CONDUCTED THROUGH, OR FACILITATED BY, THE SITE, (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SITE AND/OR THE CONTENTS, (IV) ANY UNAUTHORIZED ACCESS TO, OR USE, DISCLOSURE, OR ALTERATION OF, YOUR TRANSMISSIONS OR DATA,(V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR IN THE CONTENTS, OR (VI) ANY OTHER MATTER RELATING TO THE SITE OR THE CONTENTS, EVEN IF UNFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, UNFI’S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT IN NO EVENT SHALL UNFI’S LIABILITY EXCEED $100.
You understand and agree that you are personally responsible for your behavior on the Site. You agree to indemnify, defend and hold harmless UNFI, its parent companies, subsidiaries, affiliated companies, joint venturers, business partners, licensors, employees, agents, and any third-party information providers to the Site or Contents from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of your use, misuse, or inability to use the Site or the Contents, or any violation by you of the Agreement.
8. USER CONDUCT
You agree not to take any action that might compromise the security of the Site, render the Site inaccessible to others, impose an abnormal or unreasonable burden on the hardware or software infrastructure for the Site, or otherwise cause damage to the Site or the Contents. You agree not to add to, subtract from, or otherwise modify the Contents. You agree not to use the Site or Contents in any manner that might violate or infringe the rights of any person or entity or that are in breach of the Agreement.
9. USER-SUPPLIED INFORMATION
You may not submit or post any materials to the Site if doing so would be unlawful or would violate or infringe the rights of any person or entity. If you submit or post any materials to the Site, you guarantee to UNFI that you have the legal right to submit or post such materials and that submitting or posting such materials will not violate any law or the rights of any person or entity. You may not submit or post any materials to the Site that (a) are defamatory, obscene, pornographic, vulgar, threatening, harassing, violent, or otherwise objectionable; (b) encourage unlawful, tortious, or unsafe conduct; (c) advertise goods or services; (d) solicit funds; (e) advocate for any political candidate or position; or (f) are chain letters, mass mailings, or “spam”. By submitting or posting materials to the Site, you give UNFI the royalty-free, irrevocable, perpetual, worldwide right to use, distribute, display and create derivative works from such materials, in any and all media, in any manner, in whole or in part, without any restriction or responsibilities to you.
UNFI has the right, but not the obligation, to screen materials submitted or posted to the Site by third parties, and to remove or edit any such materials for any reason and without notice.
10. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
If you believe your work has been copied on the Site in a way that constitutes copyright infringement, please send UNFI’s Copyright Agent a written notification (‘the Infringement Notification”) containing all the following information:
10.1 A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
10.2 Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single Infringement Notice, a representative list of such works at that site;
10.3 Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit UNFI to locate the material;
10.4 Information reasonably sufficient to permit UNFI to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted;
10.5 A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
10.6 A statement that the information in the Infringement Notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
UNFI’s Copyright Agent for notice of claims of copyright infringement on or relating to the Site can be reached as follows:
Attn: Legal Department
11840 Valley View Rd.
Eden Prairie, MN 55344
Telephone: (952) 828-4000
FAX: (952) 828-4403
11. GENERAL PROVISIONS
11.1 Entire Agreement/No Waiver. The Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. No waiver by UNFI of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
11.2 Correction of Errors and Inaccuracies. The Contents may contain typographical errors or other errors or inaccuracies and may not be complete or current. UNFI reserves the right to correct any errors, inaccuracies or omissions and to change or update the Contents at any time without prior notice. UNFI does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.
11.3 Severability. Whenever possible, each provision of the Agreement shall be interpreted so as to be effective and valid under applicable law. If, however, any provision of the Agreement is held to be prohibited by, or invalid under, applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the other provisions of the Agreement.
11.4 Enforcement/Choice of Law. If any part of the Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not affect any other provision of the Agreement, all of which will remain in full force and effect. The Agreement shall be governed by, and will be interpreted according to, the laws of the State of Delaware, U.S.A., without regard to any conflict-of-laws provisions.
11.5 Dispute Resolution/Choice of Forum. Any controversy, claim, or dispute of whatever nature arising between the parties (a “Dispute”), including, without limitation, a Dispute arising out of, or having to do with the Site, including any Contents or the Agreement, shall be resolved by mediation or, failing mediation, by binding arbitration. This agreement to mediate or arbitrate shall continue in full force and effect despite the expiration, rescission, or termination of the Agreement. Either party may begin the mediation process by giving a written notice to the other party setting forth the nature of the Dispute. The parties shall attempt in good faith to resolve the Dispute by mediation within 60 days of receipt of that notice. If the Dispute has not been resolved by mediation as provided above, or if a party fails to participate in a mediation, then the Dispute shall be resolved by binding arbitration in Minneapolis, Minnesota. The arbitration shall be undertaken pursuant to the substantive laws of the State of Delaware and the Federal Arbitration Act, and the decision of the arbitrator(s) shall be enforceable in any court of competent jurisdiction. The parties knowingly and voluntarily waive their rights to have their dispute tried and adjudicated by a judge or jury. Any party may demand arbitration as provided above by sending written notice to the other party. The arbitration and the selection of the arbitrator(s) shall be conducted in accordance with such rules as may be agreed upon by the parties, or, failing agreement within 30 days after arbitration is demanded, under the Commercial Arbitration Rules of the American Arbitration Association, as such rules may be modified by this agreement. In any Dispute which involves more than $1,000,000 in damages, three arbitrators shall be used. Unless the parties agree otherwise, they shall be limited in their discovery to directly relevant documents. The arbitrator(s) shall resolve any discovery disputes. The arbitrator(s) shall have the authority to award actual money damages (with interest on unpaid amounts from the date due), specific performance, and temporary injunctive relief, but the arbitrator(s) shall not have the authority to award exemplary or punitive damages, and the parties expressly waive any claimed right to receive money damages in excess of its actual compensatory damages. The costs of arbitration, but not the costs and expenses of the parties, shall be shared equally by the parties. If a party fails to proceed with arbitration, unsuccessfully challenges the arbitration award, or fails to comply with the arbitration award, the other party is entitled to costs, including reasonable attorney’s fees, for having to compel arbitration or defend or enforce the award. Except as otherwise required by law, the parties agree to maintain as confidential all information or documents obtained during the arbitration process, including the resolution of the Dispute. Notwithstanding the above, the parties recognize that certain business relationships could give rise to the need for one or more of the parties to seek emergency, provisional, or summary relief. Immediately following the issuance of any such relief, the parties agree to the stay of any judicial proceedings pending mediation or arbitration of all underlying Disputes. Any Disputes as to rights to injunctive relief or rights relating to intellectual property or confidentiality obligations will be venued in a state or federal court situated in Minneapolis, Minnesota, U.S.A., and you hereby irrevocably submit to the personal jurisdiction of such courts for such purpose.
12. QUESTIONS OR ADDITIONAL INFORMATION
If you have questions about the Agreement or the Site or want more information, please get in touch with UNFI Customer Service by mail, e-mail, or telephone as follows:
Email Address: PrivacyPolicy@unfi.com
Customer Interaction Center
Attn: Customer Service
9317 E. Sinto Ave.
Spring Valley, WA 99206
Date of Last Modification: July 8, 2019
© 2019 UNFI INC. All rights reserved.