Effective Date: October 28, 2019,

This web page represents our Terms of Use (“Agreement”) for the use of our website, located at https://ufss.net/ and the tools and information that it provides to you (the “Website”). The terms, “we,” “us,” and “our,” refer to United Foodservice Solutions, Inc. The terms “you” and “your” as used in this Agreement refer to any person who accesses or uses the Website, whether in an individual capacity or on behalf of an entity.

The Effective Date of this Agreement is set forth at the top of this Agreement. We may amend this Agreement at any time by posting the amended version on our website. We may provide you with advance written notice of our changes to this Agreement. Regardless, your continued use of the Website after the Effective Date constitutes your acceptance of the amended Agreement. The amended Agreement supersedes all previous versions.

We refer to this Agreement in our Privacy Policy accessible at here. You explicitly and implicitly agree to be bound by this Agreement, our Privacy Policy, and any other terms, rules, or guidelines that we provide on our Website or otherwise each time you access our Website. If you do not wish to be so bound, please do not use or access our Website.

1. Limited License. We grant you a non-exclusive, non-transferable, revocable license to access and use our Website in order for you to provide and review information on it in your discretion, strictly in accordance with this Agreement, our Privacy Policy, and any other terms, rules, or guidelines that we provide on our Website or otherwise. You must be at least 18 years of age to use the Website.
2. Content Disclaimer. Postings on our Website are made at such times as we determine in our discretion. You should not assume that the information contained on our Website has been updated or is otherwise current. We do not review past postings to determine whether they remain accurate. Therefore, information contained in such postings may have been superseded. THE INFORMATION AND MATERIALS IN OUR WEBSITE ARE PROVIDED FOR YOUR REVIEW IN ACCORDANCE WITH THE NOTICES, TERMS AND CONDITIONS SET FORTH HEREIN. THESE MATERIALS ARE NOT GUARANTEED OR REPRESENTED TO BE COMPLETE, CORRECT OR UP TO DATE. THESE MATERIALS MAY BE CHANGED FROM TIME TO TIME WITHOUT NOTICE.
3. Prohibited Uses. By using the Website, you agree not to: (A) reproduce, modify, distribute, display or otherwise provide access to, create derivative works from, decompile, disassemble, or reverse engineer any portion of the Website, except as explicitly permitted under these Terms of Use; (B) provide/post/authorize a link to any part of the Website from a third-party website; (C) remove or modify any copyright or other intellectual property notices that appear in the Website; (D) use the Website in any way that is unlawful, or harms us, our service providers, suppliers, or any other user of our Website; (E) distribute or post spam; (F) impersonate another person or misrepresent your affiliation with another person or entity; (G) upload invalid data, viruses, worms, or other software agents to the Website; (H) interfere with, or compromise the system integrity or security of the Website, or otherwise bypass any measures we may use to prevent or restrict access to the Website; (I) conduct automated queries (including screen and database scraping, spiders, robots, crawlers, bypassing “captcha” or similar precautions, and any other automated activity with the purpose of obtaining information from the Website) on the Website; (J) attempt to, or permit or encourage any third party to, do any of the above.
4. Links to Third-Party Websites. Our Website may contain links to Websites owned or operated by parties other than us. Such links are provided for your reference only. We do not monitor or control outside Websites and are not responsible for their content. Our inclusion of links to an outside Website does not imply any endorsement of the material on our Website or, unless expressly disclosed otherwise, any sponsorship, affiliation or association with its owner, operator or sponsor, nor does our inclusion of the links imply that we are authorized to use any trade name, trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the linked Website.
5. Copyrights and Trademarks. Unless otherwise noted, all materials including without limitation, logos, brand names, images, designs, photographs, video clips, and written and other materials that appear as part of our Website are copyrights, trademarks, service marks, trade dress, and/or other intellectual property whether registered or unregistered (“Intellectual Property”) owned, controlled, or licensed by us. Our Website as a whole is protected by copyright and trade dress. Nothing on our Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Intellectual Property displayed or used on our Website, without the prior written permission of the Intellectual Property owner. We aggressively enforce our intellectual property rights to the fullest extent of the law. Any failure by us to enforce our intellectual property rights will not constitute a waiver of those rights or our ability to enforce them. Our names and logos may not be used in any way, including in advertising or publicity pertaining to distribution of materials on our Website, without prior, written permission from us. We prohibit use of any our Intellectual Property or our affiliates’ Intellectual Property linked to or from any Website unless we approve such link in advance and in writing. Fair use of our Intellectual Property requires proper acknowledgment. Other product and company names mentioned in our Website may be the Intellectual Property of their respective owners.
6. No Warranties; Exclusion of Liability; Indemnification.
   OUR WEBSITE IS OPERATED BY US ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WE SPECIFICALLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT FOR OUR WEBSITE AND ANY CONTRACTS AND SERVICES YOU PURCHASE THROUGH IT. WE WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF OUR WEBSITE, FOR CONTRACTS OR SERVICES PROVIDED OR ACCESSED THROUGH OUR WEBSITE, FOR YOUR ACTION OR INACTION IN CONNECTION WITH OUR WEBSITE OR FOR ANY DAMAGE TO YOUR COMPUTER OR DATA OR ANY OTHER DAMAGE YOU MAY INCUR IN CONNECTION WITH OUR WEBSITE. YOUR USE OF OUR WEBSITE AND ANY CONTRACTS OR SERVICES ARE AT YOUR OWN RISK. IN NO EVENT WILL WE, OUR AFFILIATES, OR OUR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OUR WEBSITE, CONTRACTS AND SERVICES PURCHASED THROUGH OUR WEBSITE, THE DELAY OR INABILITY TO USE OUR WEBSITE OR OTHERWISE ARISING IN CONNECTION WITH OUR WEBSITE, CONTRACTS OR RELATED SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGE CLAIM EXCEED THE AMOUNT PAID BY YOU TO US FOR THE TRANSACTION GIVING RISE TO SUCH DAMAGE CLAIM.
   SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
   WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THE WEBITE IS ACCURATE, COMPLETE, RELIABLE, USEFUL, TIMELY OR CURRENT OR THAT OUR WEBSITE WILL OPERATE WITHOUT INTERRUPTION OR ERROR.
   WE MAKE NO REPRESENTATION THAT CONTENT PROVIDED ON OUR WEBSITE, CONTRACTS, OR RELATED SERVICES ARE APPLICABLE OR APPROPRIATE FOR USE IN ALL JURISDICTIONS.
7. Hold Harmless. You will indemnify, defend, and hold us and our affiliates, and each of their respective officers, directors, shareholders, members, employees, agents, contractors, representatives, content providers and service providers, harmless from all claims, damages, judgments and costs, including attorney’s fees, arising from or relating to any actual or threatened claim, suit, action, proceeding, or regulatory agency inquiry, investigation, or enforcement action base upon or arising out of: (i) your breach of any of this Agreement; or (ii) any use by you, your employees or authorized agents, or an account or computer owned by you, of the Website.
8. Other Contractual Terms. If the terms or conditions of any contract for the sale of our products or services conflict with the terms in these Terms of Use, the contract for the sale of our products or services will apply. If any provision of this Agreement is found void or unenforceable, that finding will not affect the validity and enforceability of any other provision of this Agreement. In addition, any provision that is deemed void or unenforceable will be automatically amended in as minimal a manner as possible so as to make it valid and enforceable.
9. Applicable law; jurisdiction. By using the Website, you agree that the laws in force in the State of Michigan, without choice of law principles, will govern any dispute involving the Website and you agree to personal jurisdiction by and venue in the state and federal courts of the State of Michigan, Eaton County. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded. 

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