Terms of Use
UNITED NATURAL FOODS, INC., and its subsidiaries including, but not limited to, UNFI Canada, Inc. (collectively, "UNFI") operates this website (the "Site") to provide product information, online ordering access, product delivery and scheduling information, and general corporate information (the providing of such access and services are 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. The last date these Terms of Use were revised is set forth below.
1. INTELLECTUAL PROPERTY
1.1 License and Restrictions. 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.
UNFI grants you a personal, non-exclusive, non-transferable license to use the Site, the Service, 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 you or your company’s 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 or your company 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.
1.2 Intellectual Property Infringement Claims – DMCA Notice and Procedure.
It is our policy to respond expeditiously to claims of intellectual property infringement. We will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. If you are a copyright owner or agent thereof and believe that content posted on the Site infringes upon your copyright, please submit a notice which includes the following information to the address set forth below (the “Infringement Notification”):
a) Identify specifically the copyrighted work(s) believed to have been infringed (for example, "My copyrighted work is the picture that appears at [list location where material is located].");
b) Identify the content that is claimed to infringe upon the copyrighted work. You must provide information reasonably sufficient to enable us to locate the item on the Site. You should provide clear screenshots of the allegedly infringing materials for identification purposes only. The information provided should be as detailed as possible;
c) Provide information sufficient to permit us to contact the copyright owner directly: name, street address, telephone number, and email;
d) If available, provide information sufficient to permit us to notify the alleged infringer (email address preferred);
e) Include the following statement: “I 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”;
f) Include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed”; and
g) Include the electronic or physical signature of the copyright owner or the person authorized to act on behalf of the copyright owner.
Send to: Registered Copyright Agent
UNFI
313 Iron Horse Way, Providence, Rhode Island 02908
Email Address: IPLegalTeam@unfi.com
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. UNFI assumes no responsibility or liability arising from any error in or omission of information or from the use of any information contained on the Site. 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 the Public Health Agency of Canada, Health Canada, the Canadian Food Inspection Agency, your provincial or local health authorities 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 applicable UNFI location(s) 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 or Canada. 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 user-specific passwords or login. You may not engage in any user or password sharing, 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, contains a virus or other harmful component, renders the Site inaccessible to others, contains false or misleading indications of origin or statements of fact, or otherwise causes 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 AND CONDITIONS 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, ANY PERSONAL 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 USD.
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. GENERAL PROVISIONS
9.1 Entire Agreement/No Waiver. This Agreement, including any statements of work, exhibits, and addenda, constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, negotiations, representations, commitments, writings, agreements and all other communications between the parties relating to the subject matter hereof. This Agreement shall govern in the event of any inconsistency between this Agreement and any other agreement, exhibit, work order, purchase order, statement of work (except as expressly provided otherwise herein). No failure by any party to take any action or assert any right hereunder shall be deemed to be a waiver of such right and shall not prevent such party from enforcing such right in the future. The waiver by a party of any of its rights or a breach in a particular instance will not be construed as a waiver of such rights or breach or of the same or different rights or breach in subsequent instances.
9.2 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. UNFI reserves the right to cancel, to terminate or not to process orders (including accepted orders) where the price or other material information on the Site is inaccurate.
9.3 Severability. The invalidity or unenforceability of any provision in this Agreement will not affect the validity or enforceability of the other provisions.
9.4 Enforcement/Choice of Law. Subject to applicable law, the interpretation and construction of this Agreement (including all purchase orders or statements of work), all performance under this Agreement, and all claims relating to, or arising out of, this Agreement or its breach, whether actionable under contract, tort, statute, or otherwise, will be governed by the substantive laws of the State of Delaware excluding its conflict of laws rules which would refer to and apply the substantive laws of another jurisdiction.
9.5 Relationship of Parties. Each party is contracting independently and is not an agent or partner of the other party, and has no authority to represent or bind the other party as to any matters except as expressly authorized in this Agreement.
9.6 Assignment. You may not assign your rights or obligations hereunder without UNFI’s express prior written consent. UNFI may assign, transfer, or delegate any of our rights and obligations hereunder without your consent. Any assignment or transfer or purported assignment or transfer in violation of this Section is null and void. These Terms of Use shall be binding upon the permitted heirs, successors, and assigns of the parties hereto.
9.7 Dispute Resolution/Choice of Forum. Subject to applicable law, any claims or causes of action arising out of the Agreement, including but not limited to those arising out of or relating to the breach, termination, enforceability, scope or validity of this Agreement (a “Dispute”), shall be resolved by good faith mediation or, if mediation is unsuccessful, then by binding arbitration. Within sixty (60) days after arbitration is demanded by one of the parties, binding arbitration shall be conducted in accordance with such rules as may be agreed upon by the parties or failing agreement in accordance with the most current Commercial Arbitration Rules of the American Arbitration Association. The place of arbitration shall be in Wilmington, Delaware. The Dispute shall be determined by one arbitrator. This agreement to mediate and arbitrate shall continue in full force and effect despite the expiration, rescission or termination of this Agreement. With respect to enforcement of the arbitrator’s final determination or in the event that damages are an inadequate remedy and a party must seek injunctive relief, any such suit or proceeding hereunder shall be brought exclusively in state or federal courts located in Wilmington, Delaware and each party consents to the personal jurisdiction of the state and federal courts of said county and waives any objection that such courts are an inconvenient forum for such suits or proceedings.
10. 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: United States: email: Legal.Notices@UNFI.com, Mailing Address for the United States: UNFI, Attn: Customer Service, 313 Iron Horse Way, Providence, RI 02908. If in Canada, contact information is as follows: Canada West: 153-12757 Vulcan Way, Richmond, BC V6V 3C8, email: ordersgrwest@unfi.com; Canada Central: 8755 Keele Street, Concord, ON L4K 2N1, email: ordersgrcentral@unfi.com; Quebec: 6600 boul. Thimens St-Laurent, Quebec H4S 1S5, email: commandesquebec@unfi.com.
Date of Last Modification: September 11, 2024
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