Terms & Conditions

UNFI EASY OPTIONS AND COMMUNITY MARKETPLACE TERMS AND CONDITIONS

Last Updated March 26, 2021

These Terms and Conditions, the Privacy Policy posted at: https://www.unfieasyoptions.com/privacy-policy (the “Privacy Policy”), and all other terms and policies posted on https://unfieasyoptions.com (the “Site”) (collectively, the “Terms of Use”) govern your access to and use of the Site and any other applications, content, products, and services (collectively, the “Services”) made available by United Natural Foods, Inc. or its representatives, affiliates, officers, and directors (collectively, “UNFI” or “we” (and all of its derivations)) through the Site. Please read these Terms of Use carefully as they constitute a legal agreement between you and UNFI. BY ACCESSING OR USING THE SERVICES, YOU AGREE TO ALL OF THESE TERMS OF USE AND ALL OTHER RULES, POLICIES, AND PROCEDURES RELATING TO THE SITE AND YOUR USE THEREOF THAT UNFI MAY PROVIDE YOU FROM TIME TO TIME. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICES.

The Site may be used only by businesses and UNFI’s employees.  The Site is only intended for use in the United States.

You” (and all of its derivations) means you individually and any person acting as your agent, under your authority, or with your permission and, if you are accepting these Terms of Use on behalf of a company or other legal entity, that legal entity. If you are accessing the Services on behalf of an entity, you hereby agree to these Terms of Use on your behalf and on behalf of such entity. You represent and warrant that you are: (a) at least 18 years of age (or the minimum age in your jurisdiction for entering into a binding contract); (b) capable of entering into a legally binding agreement; and (c) either an employee of UNFI or acting on behalf of a business with a valid Tax ID number.

PLEASE READ: THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION AGREEMENT REQUIRING ANY DISPUTE BETWEEN YOU AND UNFI, SUBJECT TO LIMITED EXCEPTIONS, TO BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS AND REQUIRING YOU TO FOREGO JURY TRIALS, CLASS OR COLLECTIVE ACTIONS OR PROCEEDINGS, AND ALL OTHER TYPES OF COURT PROCEEDINGS OF ANY KIND. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT FOLLOWING THE OPT-OUT PROCEDURES IN SECTION 1 BELOW, YOU WILL BE BOUND BY THIS ARBITRATION AGREEMENT. BY AGREEING TO THESE TERMS OF USE, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND EXPRESSLY AGREE TO THE MANDATORY ARBITRATION AGREEMENT.

1. BINDING ARBITRATION & CLASS ACTION WAIVER (“ARBITRATION AGREEMENT”)

1.1. Mandatory Binding Arbitration. By agreeing to these Terms of Use, you agree that all disputes, causes of action, or claims arising out of, in connection with, or related to these Terms of Use, or the breach, termination, enforcement, interpretation, or validity thereof (collectively, “Disputes”), shall be finally settled by binding, individual arbitration in accordance with the rules and procedures of the American Arbitration Association (“AAA”), and not in a court of law in any jurisdiction, and not in a class, representative, or consolidated action or proceeding, as further set forth below. You and UNFI agree that one (1) arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms of Use are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Judgment of the award rendered by the arbitrator may be confirmed, reduced to judgment, and entered in any court of competent jurisdiction as necessary to protect UNFI’s rights or its property or the rights or property of its agents, suppliers, and subcontractors.

1.2. Class Action Waiver. You acknowledge and agree that you and UNFI are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class, representative, or consolidated action or proceeding. Unless both you and UNFI agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. If any court or arbitrator determines that the class action waiver set forth in this Section 1 is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the entirety of the Arbitration Agreement set forth in this Section 1 will be deemed null and void and you and UNFI will be deemed to have not agreed to arbitrate disputes on a class basis. Notwithstanding your and UNFI’s agreement to resolve all Disputes through arbitration, you and UNFI each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyright rights, trade secrets, patents, or other intellectual property rights.

1.3. Opt-Out Procedures. You can choose to reject this Arbitration Agreement by sending us a written opt-out notice (“Opt-Out Notice”) within thirty (30) days following the date you first agree to these Terms of Use, by email at Legal.Notices@UNFI.com or by mail at UNFI, Attn: Legal Notices, 313 Iron Horse Way, Providence, RI 02908. If mailed, the Opt-Out Notice must be post-marked no later than thirty (30) days following the date you first agree to these Terms of Use. To be effective, the Opt-Out Notice must contain your name, address, and signature. If you opt-out of the Arbitration Agreement, all other parts of the Terms of Use will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements into which you may enter with UNFI.

1.4. Rules, Procedures & Governing Law.

(a) The arbitration will be administered by AAA under its Consumer Arbitration Rules and any supplementary rules then in effect (the “AAA Rules”), except as modified by these Terms of Use. The AAA Rules are available at www.adr.org or by calling the AAA at (800) 778-7879. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms of Use. Notwithstanding any choice of law or other provision in these Terms of Use, you and UNFI agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”) will govern its interpretation and enforcement of proceedings pursuant thereto. It is the intent of you and UNFI that the AAA Rules and FAA shall preempt all state laws to the fullest extent permitted by law. If the AAA Rules and FAA are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of Delaware, without regard to its choice or conflict of law provisions.

(b) A party who wishes to start arbitration must submit a written Demand for Arbitration to the AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. You can contact the AAA for more information on how to commence an arbitration proceeding at www.adr.org or (800) 778-7879.

(c) For claims under $10,000, you may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. If your claim is at or above $10,000, your right to a hearing will be determined by the AAA Rules. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s applicable rules. We will reimburse fees for claims totaling less than $10,000, unless the arbitrator finds your Dispute frivolous.

1.5. Changes to Arbitration Agreement. Notwithstanding the provisions of this Section 1, if UNFI changes any of the terms of this Section 1 after the date you first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use), you may reject any such change by sending us a written notice of rejection within thirty (30) days after the date such change became effective, as indicated in the “Last Updated” date above. This written notice must be provided either by email at Legal.Notices@UNFI.com or by mail to UNFI, Attn: Legal Notices, 313 Iron Horse Way, Providence, RI 02908. In order to be effective, the notice must include your full name, address, and signature, and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting any change, you are agreeing that you will arbitrate any dispute between you and UNFI in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Terms of Use (or to any subsequent changes to the Terms of Use).

2. MODIFICATIONS TO TERMS OF USE 

We reserve the right, at our sole discretion, to change, modify or otherwise alter these Terms of Use at any time by posting a notice on the Site or by other means of electronic communication. Unless otherwise indicated, such changes will become effective immediately. It is your responsibility to review these Terms of Use periodically for changes. Your continued use of the Services following the posting or other provision of any updated Terms of Use will constitute your acceptance of such updated Terms of Use and those updated Terms of Use will apply to your continued use of the Services going forward. Your use of the Services is subject to the Terms of Use in effect at the time of your use.

3. PRIVACY

The Privacy Policy posted at https://www.unfieasyoptions.com/privacy-policy explains how we collect, store, share, or otherwise use any personal information you provide through the Services (“Personal Data”). Our use of Personal Data will be in accordance with the Privacy Policy and you hereby grant UNFI the right to use your Personal Data consistent with these Terms of Use, including the Privacy Policy.

4. THIRD PARTY SUPPLIERS

UNFI and third-party suppliers (“Suppliers”) sell products through the Site (“Products”). The party offering each product (i.e., UNFI or a Supplier) will be the “Seller of Record” for that product and will be identified on the description page for that Product (the “Product Page”). You acknowledge that orders of Products for which a Supplier is the Seller of Record will be fulfilled by that Supplier and not by UNFI. If a Supplier is the Seller of Record, the Supplier (and not UNFI) will be responsible for accepting or rejecting your order and for processing, shipping, returns, and customer service related to your order. Products for which a Supplier is the Seller of Record may only be returned to that Supplier in accordance with that Supplier’s return policy. The shipping information, warranty and return policy, customer service information, and other information applicable to each Product for which a Supplier is a Seller of Record are set forth on the applicable Product Page. 

5. ACCOUNTS

In order to purchase Products through the Site, you must register for an account (“Account”). When registering for an Account, you must (a) provide true, accurate, and complete information and (b) establish a username and a password.  You must maintain and promptly update such information so that it is current at all times. You are responsible for keeping your Account password confidential and secured and for all activities that occur through your Account, whether or not you have authorized them. You will immediately notify us of any unauthorized use of your password or Account or any other breach of security. We will not be responsible for any loss or damage arising from your failure to comply with your responsibilities and obligations under these Terms of Use or from any activities that occur through your Account.

6. ORDER AND PAYMENT TERMS

6.1. By confirming your purchase at the end of the checkout process, you agree to accept and pay for the Products set forth in the applicable order, along with all shipping and handling charges and applicable taxes. You will not be charged for your order until it is shipped.

6.2. Unless otherwise agreed in writing, payment must be authorized by the applicable payment service provider prior to acceptance of each order. We accept payment via Visa, MasterCard, Discover, and American Express.  We may also add or remove payment methods and change credit or payment terms with respect to you or in general at any time in our sole discretion.

6.3. You represent and warrant that you have the right to use the payment method that you provide to us. By providing information regarding your payment method to us, you hereby authorize us to store and use that payment method for purchases made through your Account.

6.4. After you place an order for a Product, you will receive a confirmation of receipt of your order.  You acknowledge and agree that confirmation of receipt of your order does not mean that your order has been accepted. If your order is not accepted or is otherwise cancelled, the Seller of Record will use commercially reasonable efforts to promptly notify you. UNFI and Suppliers reserve the right to refuse or cancel an order for any reason, including pricing or availability errors, and may also limit the quantity of items purchased per order, per address, or per Account for any reason. Acceptance of orders is expressly conditioned on your agreement to, and compliance with, these Terms of Use. PRICING IS NOT FINAL UNTIL THE ORDER IS PROCESSED FOR SHIPMENT.

6.5. Purchases of Products through the Site are subject to these Terms of Use. The terms and conditions of any other agreement or arrangement between you and UNFI or any of its subsidiaries or affiliates with respect to the purchase or supply of products, including any rebates, discounts, customer incentives, purchase obligations, or qualified purchases of products, do not apply to any purchases you make through the Site.

7. PROMOTIONS AND PROMOTIONAL CODES

From time to time, certain Products may be subject to promotional offers, including promotional codes (“Promotions”). Information concerning Promotions will be available on the applicable Product Page or elsewhere on the Site. Promotions are limited in time and may end with or without notice. A Promotion is only applicable to an order for the given Product if the Promotion is in place when the order has been accepted. Promotional offers are subject to local law and are void where prohibited.

8. SHIPPING AND DELIVERY

8.1. Products will be shipped to the address that you designate, so long as that address is complete and complies with the Seller of Record’s shipping and delivery policies. Orders will only be shipped to addresses within the United States. You understand that Product availability may be limited, particular Products may not be available for immediate delivery, and estimated delivery times are only estimates. UNFI shall not be liable for any loss, damage, cost or expense related to any delay in shipment or delivery. Title to and risk of loss with respect to each Product passes from the Seller of Record to you upon shipment.

8.2. Shipping policies and charges vary by the Seller of Record. UNFI’s shipping and delivery policies are located here: https://unfieasyoptions.com/shipping-and-delivery. The shipping and delivery policies applicable to each Product can be viewed from its Product Page. With respect to orders for which UNFI is the Seller of Record, Products not received will be refunded and you must place a new order.

8.3. For orders that have already been shipped, you can confirm the date and method of shipment, the estimated date of arrival, and the tracking number, if applicable. Unless the Seller of Record’s shipping policies expressly state otherwise, you may not make changes to any order once you have submitted it.

9. RETURNS, REFUNDS AND EXCHANGES

Claim, return, and refund policies vary by the Seller of Record. UNFI’s claim, return, and refund policies are located here: https://unfieasyoptions.com/claims-and-returns. Suppliers are responsible for and shall resolve all customer service issues directly with you that arise from or relate to Products purchased from such Supplier, including promotion, sale, order fulfillment and delivery, refunds, exchanges, returns, and chargebacks.

10. CONTENT

10.1. The Services make available Product-related and other content (“Content”).  Content may include Product descriptions, pricing, images, listings, health and nutritional information, comparison information and ratings.  UNFI makes no representations or warranties as to the accuracy, completeness, reliability, or validity of any Content, or that Content is up-to-date or error-free. Product comparisons do not imply that all Products compared are available, or in the case of functional equivalency, that their performance or other characteristics are exactly comparable.

10.2. Health and nutritional information provided through the Services, including nutrition, ingredient, and allergen information, is for informational purposes only, may contain errors, and may vary from the information contained on a Product’s packaging.  Content and statements regarding Products have not been evaluated by the Food and Drug Administration and are not intended to diagnose, treat, cure, or prevent any disease or health condition. Always read the labels, warnings, directions, and other information provided with each Product before using or consuming that Product.  For additional information about a Product, please contact the manufacturer.  Reliance on any information provided by or otherwise appearing on the Site is solely at your own risk.

CONTENT, INCLUDING PRICES AND AVAILABILITY OF PRODUCTS, IS SUBJECT TO CHANGE WITHOUT NOTICE.  NO CONTENT ON THE SITE RELATED TO HEALTH OR WELLNESS IS INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. YOU RELY ON THE CONTENT PROVIDED THROUGH THE SERVICES SOLELY AT YOUR OWN RISK.

11. THIRD PARTY LINKS

The Site may contain links, interfaces, and referrals to third party web sites (“Third Party Sites”). When you access Third Party Sites, you do so at your own risk. Third Party Sites are not under UNFI’s control, and you acknowledge that UNFI is not responsible or liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of Third Party Sites. The inclusion of a link or reference to any Third Party Site does not imply UNFI’s endorsement or any association between UNFI and that site. By accessing or using Third Party Sites, you consent to the exchange of information and data regarding you between UNFI and the service provider of that Third Party Site. Once this information is shared with the service provider of that Third Party Site, its use will be governed by that service provider’s terms of use and privacy policy (and not by these Terms of Use). You should review the terms of use and privacy policies applicable to each Third Party Site before using it. You acknowledge and agree that UNFI makes no representation or warranty about the safety of any Third Party Site and is not responsible for your use of or reliance on any Third Party Site, including any content, goods, or services available on or through any Third Party Site, or for any personal injury, death, property damage, or other harm or losses arising from or relating to your use thereof. YOU EXPRESSLY RELIEVE UNFI FROM ANY AND ALL LOSS, DAMAGES, OR OTHER LIABILITIES YOU INCUR AS A RESULT OF YOUR ACCESS TO OR USE OF ANY THIRD PARTY SITE.

12. MODIFICATIONS TO THE SERVICES

The Services, including all Product Pages on the Site, may be modified, suspended, or discontinued in our sole discretion at any time and without prior notice.  Changes we make to the Services may require you to update your Account information or the devices or systems through which you access the Services in order to continue using the Services. We will not have any liability or obligation to you with regard to any modifications or changes we make to the Site.

13. YOUR CONDUCT

You are responsible for all of your activity on the Site and may not use the Site for any purpose other than as set forth in these Terms of Use. Any conduct by you that, in our sole discretion, restricts or inhibits any other user from using or enjoying the Site will not be permitted. Without limitation of the foregoing, you will not (and will not permit any third party to): (a)  take any action that you know is false, misleading, untruthful, or inaccurate; (b)  use the Site or any Content connection with any fraudulent or illegal conduct, transaction, or business; (c)  “spam” others or “phish” for others’ personal information; (d)  use the Site in a manner that is unlawful, abusive, harassing, defamatory, libelous, profane, threatening, invasive of a person’s privacy, violative of any third party proprietary rights, tortious, or is otherwise inappropriate; (e)  use the Site to transmit software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, obtain unauthorized access to, or interfere with the proper function of the Site or any other software, hardware, or telecommunications equipment; (f)  take any action that imposes or may impose (as determined by UNFI in its sole discretion) an unreasonable or disproportionately large load on UNFI’s (or its third party providers’) infrastructure; (g)  interfere or attempt to interfere with the proper working of the Site; (h)  bypass, circumvent, or attempt to bypass or circumvent any measures UNFI may use to prevent or restrict access to the Site or other accounts, computer systems, or networks connected thereto; (i)  frame or mirror any portion of the Site or incorporate any portion of the Site into any product or service; (j)  use meta tags or any other “hidden text” using any UNFI Trademark (defined below); (k)  decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of the Site or make or attempt to make any modification to the Site, except to the limited extent applicable laws specifically prohibit such restriction; (l)  modify, translate, or otherwise create derivative works of the Site; (m)  sell, resell, copy, rent, lease, loan, distribute, or charge any party for access to the Site; (n)  use or launch any automated system, including “robots,” “spiders,” or “offline readers,” to access the Site; or (o)  act as an intermediary, aggregator, or service bureau yourself or on behalf of any third party.

We may elect, but have no obligation, to electronically monitor the Site and may disclose any content, records, or electronic communication of any kind:  (i)  to satisfy any law, regulation, or government request; (ii)  if such disclosure is necessary or appropriate to operate the Site; or (iii)  to protect our rights or property or the rights of others.

14. FEEDBACK

We welcome your feedback about the Site. However, you acknowledge and agree that any comments, ideas, notes, suggestions or other feedback (“Feedback”) you provide is our exclusive property, and we may use all such communications in any manner, including reproducing, disclosing, and publishing such communications, all without compensation to you. You hereby assign to UNFI all of your right, title, and interest in your Feedback, including all intellectual property rights therein.

15. TERMINATION AND SUSPENSION

We reserve the right to delete or change any username or password at any time and for any reason. We may suspend or terminate your Account or your use of the Services at any time, for any reason or for no reason at all. You are personally liable for any orders that you place or charges that you incur prior to termination.  You may terminate these Terms of Use at any time by discontinuing your use of the Site. You may delete your Account, either directly or through a request made to help@unfieasyoptions.com, but you will no longer be able to purchase Products through the Site.  Upon any termination of these Terms of Use by either you or us, the following sections will survive: “Binding Arbitration & Class Action Waiver”, “Privacy”, “Third Party Suppliers”, “Shipping and Delivery”, “Returns, Refunds and Exchanges”, “Content”, “Third Party Links”, “Your Conduct”, “Feedback”, “Disclaimer of Warranties”, “Limitation of Liability”, “Indemnity”, “Notices and Questions”, and “Miscellaneous”, together with all other provisions that by their plain meaning are intended to survive.

16. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT OTHER THAN AS EXPRESSLY SET FORTH HEREIN, THE SITE, THE CONTENT, AND ALL PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNFI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING:  (a)  THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (b)  THAT THE SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (c)  AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION PROVIDED THROUGH THE SERVICES.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UNFI OR THOUGH THE SERVICES SHALL CREATE ANY WARRANTY. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE WHETHER THE SERVICES ARE SUITABLE AND ADEQUATE FOR YOUR NEEDS.  UNFI DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH OR IN CONNECTION WITH THE SITE OR ANY HYPERLINKED WEBSITE OR SERVICES.

17. LIMITATION OF LIABILITY

UNFI HAS NO RESPONSIBILITY OR LIABILITY FOR ANY SUPPLIER, THE PRODUCTS THEY OFFER, OR ANY OF THEIR REPRESENTATIONS WITH RESPECT TO SUCH PRODUCTS.

YOU UNDERSTAND AND AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH OTHERWISE HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL UNFI OR ITS AFFILIATES OR SUPPLIERS, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR REPRESENTATIVES BE LIABLE UNDER ANY THEORY OF LAW FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING ANY DAMAGES FOR LOSS OR INACCURACY OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION, OR LOSS OF PROFIT, ARISING OUT OF THE USE OR THE INABILITY TO USE THE SITE, ANY TRANSACTION CONDUCTED THROUGH THE SITE, ANY PRODUCT SOLD THROUGH THE SITE, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, OR DELAY, ANY THEFT, ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF DATA, OR OTHER TANGIBLE OR INTANGIBLE LOSS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, UNFI’S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT, UNDER ANY CIRCUMSTANCES, EXCEED ONE HUNDRED DOLLARS ($100). BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES, SOME OF THE WARRANTY DISCLAIMERS AND LIMITATIONS SET FORTH IN THESE TERMS OF USE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, UNFI'S LIABILITY IS LIMITED TO, AND THE SCOPE AND DURATION OF THE WARRANTIES SET FORTH IN THESE TERMS OF USE SHALL BE, THE MINIMUM PERMITTED BY APPLICABLE LAW.

THE LIMITATIONS AND DISCLAIMERS IN THESE TERMS OF USE DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING NEW JERSEY LAW.

18. INDEMNITY

You hereby indemnify and hold harmless UNFI and its affiliates, suppliers, business partners, and licensors, and its and their respective employees, contractors, and agents from any and all claims, losses, damages, costs, and expenses, including reasonable attorney’s fees, arising from or related to your use or misuse of the Services or breach of these Terms of Use. You will cooperate fully as reasonably required in the defense of any such claim.

19. INTELLECTUAL PROPERTY

As between you and UNFI, UNFI owns and retains all right, title, and interest, including all intellectual property rights, in and to the Site, all Content, and all names, trademarks, service marks, logos, and other indicia of UNFI, Suppliers, or UNFI’s its licensors or third party partners used in connection with the Site or any Product (“UNFI Trademarks”). Subject to your compliance with these Terms of Use, UNFI grants you a limited, non-exclusive, non-transferable license to use the Site solely in accordance with these Terms of Use. You have no right to use any UNFI Trademark in any manner without the advance written permission of the owner of that UNFI Trademark. UNFI reserves all rights not expressly granted to you in these Terms of Use.

20. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS – DMCA NOTICE

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:

(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

11840 Valley View Road, Eden Prairie, MN 55344

Email Address: IPLegalTeam@unfi.com

21. NOTICES AND QUESTIONS

Except as explicitly stated otherwise in these Terms of Use, (a) any notices provided by us may be made by an updated posting on the Site or by mail or email to the most recent address or email address associated with your Account and (b) all notices under these Terms of Use must be in writing and will be deemed to have been duly given: (i)  when received, if personally delivered or sent by certified or registered mail, return receipt requested; (ii)  when receipt is electronically confirmed, if transmitted by e-mail; or (iii)  the day after it is sent, if sent for next day delivery by recognized overnight delivery service. You hereby agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

You may contact UNFI at:  UNFI Customer Service

Email Address: Legal.Notices@UNFI.com

Mailing Address:  UNFI

Attn: Customer Service

313 Iron Horse Way

Providence, RI 02908

Please note that e-mail communications will not necessarily be secure; accordingly, you should not include credit card information or other sensitive information in any email to us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210.

22. MISCELLANEOUS

22.1. Severability, Non-waiver, Entire Agreement. If any provision of these Terms of Use, or any portion thereof, is found to be illegal, unenforceable, or invalid, that provision or portion will be replaced by a valid, legal, and enforceable provision that comes closest to the parties’ intent underlying the invalid, illegal, or unenforceable provision. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. For purposes of these Terms of Use:  (a)  the words “include,” “includes”, and “including” will be deemed to be followed by the words “without limitation”; (b)  the words “such as”, “for example”, “e.g.”, and any derivatives of those words will mean by way of example and the items that follow these words will not be deemed an exhaustive list; (c)  the word “or” is used in the inclusive sense of “and/or” and the terms “or,” “any,” and “either” are not exclusive; (d)  the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole; and (e)  the singular includes the plural and the plural includes the singular. No ambiguity will be construed against any party based on a claim that the party drafted the language. No failure by any party to take any action or assert any right hereunder will be deemed to be a waiver of such right and will 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. These Terms of Use set forth the entire understanding and agreement between you and UNFI with respect to the subject matter contained herein and supersede any other agreement, proposals, and communications, written or oral, between UNFI and you with respect to the subject matter hereof. UNFI will not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond its reasonable control.

22.2. No Joint Venture, No Derogation of Rights. No joint venture, partnership, employment, or agency relationship is created between you and UNFI as a result of these Terms of Use or your use of the Site and neither party has any authority of any kind to bind the other in any respect. Our performance of these Terms of Use is subject to existing laws and legal process, and nothing contained herein is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by us with respect to such use.

22.3. Assignment. You may not assign your rights or obligations hereunder without UNFI’s express prior written consent. We 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.

22.4. Governing Law & Forum Choice. Your access and use of the Services and these Terms of Use shall be governed by and construed in accordance with the laws of Delaware without reference to its conflicts of laws provisions.  Except as set forth in Section 1 above, any Dispute directly or indirectly arising out of, in connection with, or related to the Services or these Terms of Use shall be brought and heard in the state or federal courts in Delaware.

© 2021 UNITED NATURAL FOODS, INC. All rights reserved. 

 

 

 

Copyright 2021 UNFI Easy Options. All rights reserved.