iUNFI Terms of Use
UNITED NATURAL FOODS, INC., and its subsidiaries (collectively, "UNFI") operates this website (the "Site") to provide online ordering access for products offered by UNFI, (the providing of such access and services is collectively called the “Service").
By accessing and using the Site, you agree to each of the terms and conditions set forth herein ("Terms of Use"). If you do not agree with any of the Terms of Use, you are not authorized to access or use the Site or use the Service for any purpose. You have also signed a Customer Distribution Agreement or Supplier Agreement with UNFI (“Customer Agreement”), which together with the Terms of Use and any additional terms and conditions applicable to specific areas of the Site or to Content (as defined below), govern your use. These Terms of Use, together with the Customer Agreement and such additional terms and conditions, where applicable, are collectively referred to as the "Agreement." If any inconsistency exists between these Terms of Use and the additional terms and conditions, these Terms of Use will be controlling. If any inconsistency exists between the Customer Agreement and the Terms of Use, the Customer Agreement will be controlling. The last date these Terms of Use were revised is set forth below.
1. INTELLECTUAL PROPERTY
The Service, 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. In accordance with Digital Millennium copyright Act (“DMCA”) provisions applicable to Internet Service Providers (17 U.S.C. § 512), UNFI takes the ownership of the Contents hosted on the Site, or any hosted subdomain, subdirectory, mega tag or the like very seriously.
2. DISCLAIMERS
2.1 Pricing. Pricing for the Contents on the Site is based on prices the day of viewing. Pricing, however, is not final at the time of ordering, but is final when the invoice is processed.
2.2 Health and Nutritional Information. The health and nutritional information on the Site is for informational purposes only. It is not intended to be a substitute for professional medical advice, diagnosis or treatment. Always seek the advice of your physician or other qualified health-care provider with any questions you may have regarding a medical condition or change in health. Never disregard or delay in seeking professional medical advice because of something you have read on the Site. The Site does not recommend or endorse any specific tests, products, procedures, methods, opinions or other information that may be mentioned on the Site. Reliance on any information provided by or otherwise appearing on the Site is solely at your own risk. If UNFI provides nutritional information about recipes on the Site, that information is based on the ingredients and cooking techniques as listed in the recipe and does not include optional ingredients or garnishes. Nutritional values represented are composite averages and may vary according to freshness, variety, or differences in preparation.
2.3 Food Safety Information. The Site may provide information about safe food handling and preparation methods. This information is not intended to be comprehensive and should not be substituted for information available from your local Department of Health or other government sources.
2.4 Third Party Links and Content. Hypertext links to third-party websites or information do not constitute or imply an endorsement, sponsorship, or recommendation by UNFI of the third party, the third-party website, or the information contained on the third-party website, unless expressly stated on the Site, and may be removed at any time. You acknowledge and agree that UNFI is not responsible for the availability of any such websites and that UNFI does not endorse or warrant, and is not responsible or liable for, any such website or its contents. You need to make your own decisions about your interactions or communications with any other website. Before using any third-party website, you should read its terms of use and privacy policies and make sure that those terms and policies are acceptable to you.
2.5 Promotional Offers. From time to time the Site may provide information about promotional offers that UNFI sponsors, alone or in connection with others. It is not always possible to include all the details concerning such programs on the Site. Detailed information about such programs will be available at your participating UNFI locations and UNFI encourages you to review this information before participating in any promotional programs. Further, the timing of such promotional offers varies and are only applicable if in place when invoicing is completed. Promotional offers are subject to local law and are void where prohibited.
2.6 International Use. UNFI makes no representation that the 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, CONTENTS, AND SERVICE
UNFI, acting in its sole discretion, may change or discontinue all or part of the Site, including any or all of the Service, at any time, without giving you notice. Your use of the Site following any such modification constitutes your agreement to follow and be bound by the Agreement, as modified.
4. DATA SECURITY/RIGHT TO TERMINATE ACCESS
The Service is protected by passwords or requires a login. You may not obtain or attempt to obtain unauthorized access to the Site, or to any other protected material or information, through any means not intentionally made available to you by UNFI for your specific use. You agree not to take any action that might compromise the security of the Site, render the Site inaccessible to others, or otherwise cause damage to the Site or the Service. 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 Service, and may terminate any person's access to, or use of, all or part of the Site or the Service.
5. DISCLAIMER OF WARRANTIES
UNFI MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, OR ENDORSEMENTS WHATSOEVER WITH RESPECT TO THE SITE OR THE SERVICE. 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, THE SERVICE, AND THE CONTENTS. UNFI DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS IN THE SITE OR THE SERVICE WILL BE CORRECTED. UNFI DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE SITE, OR THAT ANY ERRORS WILL BE CORRECTED. THE SITE AND THE SERVICE 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, THE SERVICE, 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 SERVICE, (IV) ANY UNAUTHORIZED ACCESS TO, OR USE, DISCLOSURE, OR ALTERATION OF, YOUR TRANSMISSIONS OR DATA, INCLUDING, WITHOUT LIMITATION, YOUR PERSONAL HEALTH INFORMATION OR CARDHOLDER DATA,(V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE OR THE SERVICE, OR (VI) ANY OTHER MATTER RELATING TO THE SITE OR THE SERVICE, EVEN IF UNFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE SITE OR THE SERVICE, OR THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE. YOU ACKNOWLEDGE BY YOUR USE OF THE SITE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. 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.
7. INDEMNIFICATION
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 Service 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 Service, or any violation by you of the Agreement.
8. USER-SUPPLIED INFORMATION
If applicable, 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 are defamatory, obscene, pornographic, vulgar, threatening, harassing, violent, or otherwise objectionable. 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.
9. 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:
9.1 A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed and sufficient information to contact you, such as an address, telephone number, and e-mail;
9.2 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;
9.3 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; and
9.4 A statement that the information is infringing and that 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: Copyright Agent, UNFI INC., 11840 Valley View Rd., Eden Prairie, MN 55344, Telephone: (952) 828-4000, FAX: (952) 828-4403, E-Mail: IPLegalTeam@UNFI.com.
10. GENERAL PROVISIONS
10.1 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.
10.2 Correction of Errors and Inaccuracies. The Site may contain typographical errors or other errors or inaccuracies and may not be complete or current. UNFI therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Site or Service at any time without prior notice. UNFI does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.
10.3 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.
10.4 Enforcement/Choice of Law. The Service and the Agreement shall be governed by, and will be interpreted according to, the laws of the State of Minnesota, U.S.A., without regard to any conflict-of-laws provisions.
10.5 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 Service, 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 Minnesota 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.
11. 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 or e-mail, as follows: Email Address: Legal.Notices@UNFI.com, Mailing Address: UNFI, Attn: Customer Service, 11840 Valley View Rd., Eden Prairie, MN 55344.
Date of Last Modification: November 15, 2019
© 2019 UNITED NATURAL FOODS, INC. All rights reserved.