Terms & Conditions
Terms and Conditions of Use
This extranet (the “Site”) has been created and is maintained by C&S Wholesale Grocers, Inc. (the “Company”) for certain Customers (hereinafter “You” or “Your”) of the Company. When You access, browse, or use this Site, You accept and agree to, without limitation or qualification, the terms and conditions set forth below.
Your Right to Use the Site and its Content
The Site is only for Your business use. You will have access to the Site via a single username and password unique to Your business. Although it is permissible for more than one of Your employees to use Your username and password to access the Site, You are responsible for maintaining the confidentiality of the username and password to non-authorized individuals within Your business and You agree to accept complete responsibility for all conduct that occurs under this username and password, regardless of who enters the Site via Your username and password. Your authorization to access the Site with Your username and password extends only while You are a customer of the Company or otherwise permitted as the Company deems appropriate in its sole discretion.
Upon any change of employee status with previous knowledge of Your username and password, You agree to immediately change the password accessing the Site. REGARDLESS TO CHANGES IN EMPLOYEE STATUS, YOU AGREE TO CHANGE YOUR PASSWORD AT LEAST EVERY NINETY (90) DAYS FOR SECURITY PURPOSES.
You may not distribute, exchange, or sell anything from the Site, including but not limited to any text, images, audio, and video, for any business, commercial, or public purpose. As long as You comply with these Terms and Conditions of Use, the Company grants You a non-exclusive, non-transferable, limited right to enter, display, and use the Site. You agree not to interrupt or attempt to interrupt the operation of the Site in any way or attempt to gain access to the Company’s network for any reason other than accessing and using the Site in accordance with these Terms and Conditions of Use.
Notwithstanding the above prohibitions, You may download, manipulate and utilize certain data files (i.e., Excel files) to facilitate Your business with the Company. Further, You may download and print one (1) copy only of the Content to be used only by You for Your legitimate and lawful business use. If You download or print any Content from the Site, You may not remove any copyright or trademark notices or other notices that accompany it. You agree to securely and completely destroy any printed copy of the Content from the Site upon conclusion of the business transaction to which it relates.
Ownership
All materials on the Site, including but not limited to audio, images, software, text, artwork, video clips and other materials (the "Content") are protected by copyright under U.S. copyright law, international conventions, and other copyright laws. You shall not copy, capture, reproduce, perform, transfer, sell, license, modify, manipulate, create derivative works from or based upon, republish, upload, edit, post, transmit, publicly display, frame, link, distribute, or exploit, in whole or in part, the Site or the Content. There are a number of proprietary logos, service marks, and trademarks found on the Site, all of which are owned by, or licensed to, or otherwise authorized for use by the Company. By making them available on the Site, the Company is not granting You any license to utilize those proprietary logos, service marks, or trademarks. Any unauthorized use of the Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statutes.
Rights to User's Material
The Company welcomes Your feedback regarding the design, content and functionality of the Site and is pleased to have You submit Your comments regarding the Site. However, we request that You be specific in Your comments relative to the design, content and functionality of the Site. Any feedback or other information of any kind, shall be deemed, and shall remain, the exclusive property of the Company and the Company shall retain the exclusive right to utilize such ideas or other information in any way it deems appropriate without compensation to the provider(s).
Do not voluntarily submit any other ideas, suggestions or materials related to the business of the Company. If, despite this request, You do voluntarily submit any ideas, suggestions or materials related to the business of the Company (“Submissions”), these Submissions shall be deemed, and shall remain, the exclusive property of the Company. No Submissions shall be subject to any obligation of confidence on the part of the Company, and the Company shall not be liable for any use or disclosure of any Submissions.
Without limitation of the foregoing, the Company shall exclusively own the rights of copyright, patent rights, and all now known or hereafter existing rights to the Submissions of every kind and nature, in perpetuity, throughout the universe, and the Company shall be entitled to use, reproduce, modify, adapt, publish, translate, license, create derivative works from and distribute such materials or incorporate such Submissions into any form, medium, or technology now known or later developed throughout the universe, for any purpose whatsoever, commercial or otherwise, without compensation to the author(s) or provider(s) of the Submissions.
Security of Electronic Transmissions
Internet transmissions are never completely private or secure. You understand that any message or information You transmit in accessing or using this Site may be read or intercepted by others, unless there is a special notice that a particular message is encrypted. Sending an e-mail message to the Company does not create any reciprocal obligation or responsibility of the Company to You.
Accuracy of Content of the Site
The Company attempts to provide accurate descriptions of all grocery and other items (“Products”) offered through the Site and to ensure that the associated pricing information as well as delivery information and routing guides are accurate. However, the Company does not warrant that this information is accurate, complete, reliable, current or error-free. More specifically, the Company cannot confirm the price of any Product until You place an order. Furthermore, delivery and routing schedules may be subject to change without notice for a variety of reasons, including circumstances outside the control of the Company.
Availability of Content of the Site
The Site will be unavailable for access from time to time for maintenance and Content upgrade.
Availability of Products and Services
The Products identified on the Site are maintained in limited quantities by the Company, and the Company does not necessarily deliver these Products throughout the entire country. Accordingly, these Products may not be available for delivery to Your particular state, county or locality. The reference to such Products and the Company’s delivery services on the Site does not imply or warrant that these Products will be available at any time in Your particular location. You should check with a Company representative for the availability of specific Products in Your area.
Links to Websites
The Site may contain links to Internet sites on the World Wide Web. The Company provides such links for Your convenience only, and is not responsible for the content of any website linked to or from the Site. Links from the Site to any other website do not indicate that the Company approves of, endorses, sponsors, or recommends that website. The Company disclaims all warranties, express or implied, as to the accuracy, legality, reliability, or validity of any content on any other website.
Right to Change These Terms and Conditions of Use or Site Content
The Company may add to, change, or remove any part of these Terms and Conditions of Use at any time, without notice. Any changes to these Terms and Conditions of Use or any terms posted on the Site apply as soon as they are posted. By continuing to use the Site after any changes are posted, You are indicating Your acceptance of and agreement to those changes. Furthermore, the Company may add, change, discontinue, remove, or suspend any other Content posted on the Site, including features and specifications of grocery items and delivery services described or depicted on the Site, temporarily or permanently, at any time, without notice and without liability.
Disclaimer of Warranties and Damages
YOUR USE OF THE SITE IS AT YOUR OWN RISK. THE SITE (INCLUDING ALL CONTENT AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE) IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, AND NON-INFRINGEMENT. FURTHERMORE, THE COMPANY DOES NOT WARRANT THAT THE SERVER THAT MAKES THE SITE AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS THAT MAY INFECT, HARM, OR CAUSE DAMAGE TO YOUR COMPUTER EQUIPMENT OR ANY OTHER PROPERTY WHEN YOU ACCESS, BROWSE, DOWNLOAD FROM, OR OTHERWISE USE THE SITE.
Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, THE COMPANY’S NEGLIGENCE, SHALL THE COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES RELATED TO THE USE OF, THE INABILITY TO USE, OR ERRORS OR OMISSIONS IN THE CONTENT AND FUNCTIONS OF, THE SITE, EVEN IF THE COMPANY OR AN AUTHORIZED REPRESENTATIVE OF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE COMPANY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) EXCEED $100.00.
General Provisions
These Terms and Conditions of Use and any additional terms posted on the Site together constitute the entire agreement between the Company and You with respect to Your use of the Site. Any alleged claim or cause of action You may have with respect to Your use of the Site must be commenced within one (1) year after the alleged claim or cause of action arises. If, for any reason, a court of competent jurisdiction finds any provision of these Terms and Conditions of Use, or any portion thereof, to be unenforceable, that provision or portion shall be deemed severable, and shall not affect the validity and enforceability of any remaining provision of these Terms and Conditions of Use. These Terms and Conditions of Use shall be governed by and construed in accordance with the laws of the State of New Hampshire, without reference to its conflicts of law rules.
Last Modified December 17, 2007