Specialty Produce Online Standard Terms and Conditions

PLEASE READ VERY CAREFULLY THESE TERMS AND CONDITIONS BEFORE REGISTERING. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR OR PARTICIPATE IN ANY OF THE SPECIALTY PRODUCE ONLINE PROGRAMS.

Program Participation

Participation in any of the Programs is subject to Specialty Produce's prior approval and continued compliance with the Program Policies (see "Program Policies" for the specifric program), and/or such other URL as Specialty Produce may provide from time to time. Specialty Produce reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By registering, You represent that You are at least 18 years of age.

Termination or Cancellation

Specialty Produce reserves the right to cancel or terminate participation to any participant at any time at its sole discretion.

No Guarantee

Specialty Produce, its subsidiaries, affiliates, and agents make no guarantees, warranties or representations of any kind, expressed or implied, with respect to items of merchandise, and shall not be liable for any loss, expense (including without limitation, any legal fees), accident or inconvenience that may arise in connection with the use of such items or as a result of any assumed defect or failure of such items. For the avoidance of doubt, Specialty Produce does not guarantee the Program will be operable at all times or during any down time (i) caused by outages to any public Internet backbones, networks or servers, (ii) caused by any failures of Your equipment, systems or local access services, (iii) for previously scheduled maintenance or (iv) relating to events beyond Specialty Produce's (or its wholly owned subsidiaries') control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where your servers are located or co-located.

Limitations of Liability

Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

Specialty Produce Rights

You acknowledge that Specialty Produce owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (including Specialty Produce's serving technology, search technology, referral technology, and Brand Features, including implied licenses, and excluding items licensed by Specialty Produce from third parties and that You will not acquire any right, title, or interest in or to any of the Programs except as expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Specialty Produce services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to Specialty Produce Programs or proprietary information related thereto. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

Changes in Terms and Conditions :

Specialty Produce reserves the right to change, limit, modify or cancel Program Terms and Conditions, regulations, conditions of participation in whole or part at any time. You will be bound by any such changes.