Web Site License and Terms
SUPERVALU Inc. Web Site License and Terms GENERAL TERMS AND CONDITIONS GOVERNING SITE USE These terms and conditions govern use of the SUPERVALU Website (the Site), which is maintained by SUPERVALU INC. As used in this Agreement, SUPERVALU means SUPERVALU INC., and/or affiliates of SUPERVALU INC., as appropriate in the context. Additional terms and conditions applicable to specific areas of the Site or to particular content or transactions are also posted in particular areas of the Site and, together with these general terms and conditions, govern your use of those areas. These general terms and conditions, together with such additional terms and conditions where applicable, are referred to as this Agreement. By using the Site, you express your understanding and agreement that you are bound by these general terms and conditions. By using areas of the site on which other terms and conditions are posted, you express your understanding and agreement that you are bound by those terms and conditions as well. If you are unwilling to be bound by these general terms and conditions, do not use the Site. If you are unwilling to be bound by terms and conditions applicable to particular areas of the Site, do not use those areas. By using the Site, you also express your understanding and agreement that you are responsible for complying with all applicable laws and regulations, including export and re-export control laws and any applicable local laws. Accessing or using any portion or feature of the Site from any territory where such portion or feature of the Site is illegal is prohibited. SUPERVALU may revise this Agreement at any time and will provide reasonable notice of such revisions on the Site. By continuing to use the Site after such notice is given, you express your understanding and agreement to such revised terms. Purpose and Use of Site SUPERVALU maintains the Site for the purpose of promoting and facilitating on-line commerce with its authorized users, including manufacturers and brokers, who have entered into agreements with SUPERVALU permitting the use of the Site (Authorized Users), including such features and functions as: (a) promoting products and services marketed by SUPERVALU, (b) furnishing pricing, promotional and other information relating to such products and services; (c) facilitating commerce with respect to such products and services by electronic means; and, (d) obtaining feedback data concerning the actual orders for sales of products and services. Access to the Site is restricted to Authorized Users and the authorized employees of such Authorized Users who are assigned passwords enabling access to the Site. Authorized Users are authorized to use the Site and its contents only for purposes incidental to the purchase, sale and promotion of products and services marketed by SUPERVALU and for such other purposes as may be authorized in particular areas of the Site, such as Web access and e-mail. When assigning Authorized User status, SUPERVALU necessarily relies upon the representations made by individuals on behalf of manufacturers and brokers that they have an appropriate need-to-know of information pertaining to a particular manufacturer's product or service. SUPERVALU will provide the designated administrator of each manufacturer with periodic reports of the Authorized Users who have been designated for that manufacturer's products and services and promptly make any correction to such Authorized Users list requested by the Manufacturer. Except as expressly authorized by SUPERVALU in this Agreement, neither the Site nor any of its contents may be reproduced, duplicated, copied, sold, or otherwise used or exploited for any commercial purpose. Authorized Users may not create any links to the Site from any other website that is accessible by parties other than their authorized employees. Password Access to the Site requires the use of a password issued by SUPERVALU. Each password is to be kept confidential and is not to be disclosed to anyone other than the Authorized User employee to whom it is assigned and the Authorized User manager responsible for administering the assignment and use of passwords by Authorized User's authorized employees. Authorized User is responsible for all activities that occur through the use of such passwords, including unauthorized use, and for promptly notifying SUPERVALU of any unauthorized use of a password assigned to a Authorized User employee or any other breach of security with respect to the Site or when a Authorized User employee to whom a password is assigned leaves the employment of the Authorized User. Authorized User agrees to indemnify, defend and hold SUPERVALU harmless from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) incurred by SUPERVALU as a result of use of the Site by any person using a password assigned to one of Authorized User's employees, excluding any claims asserted against SUPERVALU based on the alleged infringement of any third party's copyright or trademark rights as a result of the use authorized by SUPERVALU of content provided by SUPERVALU. SUPERVALU, in its sole and absolute discretion, may at any time terminate or otherwise restrict access to and use of the Site by Authorized User or any of its employees. SUPERVALU Intellectual Property The Site and all of its content (including but not limited to all text, images and software) are the property of SUPERVALU or its licensors and are protected by United States and international copyright, trademark and/or other laws. In addition, certain information available on the Site is SUPERVALU trade secret or confidential information designated as such and available only to select persons for limited use. Pricing, promotional and other information may constitute confidential information or trade secrets of the manufacturer of the associated product or service. SUPERVALU respects manufacturer's confidentiality and other proprietary rights in such information by compartmentalizing information received from different manufacturer sources and for different product lines of a manufacturer, restricting access to Authorized Users of the information, and requiring Authorized Users to provide predetermined passwords to gain access to their authorized portions of the Site. The authorization granted by this Agreement to use the Site and its content is a limited license, not a transfer of title, and neither this Agreement nor any use of the Site or its contents shall transfer any other right, title or interest in any material or information available on the Site. SUPERVALU reserves all intellectual property rights not expressly granted to Authorized User under this Agreement. Except as expressly authorized by this Agreement, Authorized User may not (a) copy, modify, distribute, display, transmit, use or prepare derivative works based upon the Site or any of its contents; (b) use or disclose price or other information which is identified on the Site as being confidential or otherwise restricted; (c) remove or alter any copyright, trademark or other proprietary notice from any portion of the Site or any of its contents; (d) sublicense, sell, rent, lease, lend, assign, share, transfer or otherwise distribute to any third party any of the contents of the Site or permit access to the Site by any third party; or (e) except as expressly permitted by local law, disassemble, decompile or otherwise attempt to "reverse engineer" any software contained in or accessible on the Site. "Mirroring" the Site or any of its contents is prohibited. Transactions Transactions for the purchase or sale of goods or services facilitated by use of the Site will be governed by the terms of this Agreement unless specifically stated otherwise in a particular area of the Site. No additional or different terms contained in any Authorized User purchase order, document, transmission or other communication shall be binding upon SUPERVALU unless agreed to by SUPERVALU in writing. DISCLAIMERS The material and information on the Site may contain technical, typographical or other errors or inaccuracies (including errors, inaccuracies or omissions relating to product or service descriptions, pricing or availability) and may not be complete or current. SUPERVALU does not warrant that any material or information on the Site is accurate, complete or current. SUPERVALU may change any material or information on the Site at any time without prior notice, but SUPERVALU does not make any commitment to update material or information on the Site. SUPERVALU attempts to display as accurately as possible the colors of the products shown on the Site. However because the colors you see will depend on your monitor or printer, among other things, SUPERVALU cannot guarantee that your monitor's display or printer's reproduction of any color will be accurate. SUPERVALU makes no representation that content provided on the Site is applicable, lawful or appropriate for access or use in locations outside of the United States and its territories and possessions. SUPERVALU has not reviewed all of the sites to which links appear on the Site and is not responsible for their contents. The inclusion of any such link on the Site is for the user's convenience only and does not imply endorsement by SUPERVALU of any linked site, the use of which is at the user's own risk. WARRANTY DISCLAIMER WITHOUT LIMITING THE FOREGOING, THE SITE AND ALL OF ITS CONTENT ARE MADE AVAILABLE BY SUPERVALU AND ACCEPTED BY AUTHORIZED USER "AS IS"; WITH ALL FAULTS, AND WITHOUT ANY WARRANTIES WHATSOEVER, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, UNINTERRUPTED USE, QUIET ENJOYMENT, SYSTEM INTEGRATION, OR ACCURACY OR RELIABILITY, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED. AUTHORIZED USER AND ANY OTHER USERS OF THE SITE ASSUME ALL RISK AS TO THE QUALITY, ACCURACY, SUITABILITY, AVAILABILITY AND PERFORMANCE OF THE SITE AND ITS CONTENT AND ACKNOWLEDGE THAT THE SITE AND ITS CONTENT MAY BE REVISED, ALTERED AND CHANGED FROM TIME TO TIME. LIMITATION OF LIABILITY SUPERVALU ASSUMES NO LIABILITY FOR LOSS OR DAMAGE HOWSOEVER RESULTING FROM ANY USE OF, INABILITY TO USE, OR RELIANCE UPON THE SITE OR ITS CONTENT. IN NO EVENT WILL SUPERVALU BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, BUSINESS INTERRUPTION, OR OTHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR CLAIMS (WHETHER IN CONTRACT, IN TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE SITE, ITS CONTENT, OR THE USE OR INABILITY TO USE THE SITE OR ITS CONTENT, EVEN IF SUPERVALU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IF ANY WARRANTY DISCLAIMER OR LIMITATION ON LIABILITY IN THIS AGREEMENT IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF SUPERVALU UPON ANY CLAIM (WHETHER IN CONTRACT, IN TORT, OR OTHERWISE) ARISING OUT OF THE SITE, ITS USE OR ITS CONTENT SHALL NOT EXCEED ONE THOUSAND DOLLARS ($1,000.00). AUTHORIZED USERS HEREBY SUPPLY TO THE SITE ANY AND ALL INFORMATION, INCLUDING CONFIDENTIAL INFORMATION AND TRADE SECRETS, RELATING TO ITS PRODUCTS AND SERVICES AT ITS OWN RISK, AND ASSUMES ALL RISK THAT SUCH INFORMATION MAY BE INAPPROPRIATELY ACCESSED BY A AUTHORIZED USER EMPLOYEE, MANUFACTURER, BROKER, OR OTHER INDIVIDUAL WHO HAS BEEN PROVIDED AS AN AUTHORIZED USER ACCESS TO THAT INFORMATION PRIOR TO RECEIPT BY SUPERVALU OF A REQUEST BY AUTHORIZED USER TO DENY ACCESS TO SUCH INDIVIDUAL WITH REASONABLE TIME FOR SUPERVALU TO MAKE THE CHANGE. SUPERVALU ASSUMES NO LIABILITY FOR ANY LOSS OF CONFIDENTIALITY OR TRADE SECRET STATUS IN THE INFORMATION BY AUTHORIZED USER, MANUFACTUER OR BROKER, OR MISUSE OF THE INFORMATION BY ANY BROKER OR OTHER INDIVIDUAL. IN NO EVENT WILL SUPERVALU BE LIABLE FOR ANY ECONOMIC, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR CLAIMS RESULTING FROM ANY SUCH LOST CONFIDENTIALITY OR TRADE SECRET STATUS IN OR MISUSE OF SUCH INFORMATION. U.S. Government Restricted Rights The Site and its contents are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) in The Rights in Technical Data and Computer Software Clause at DFARS 252.227-7013, or subparagraphs (c)(1) and (2) of the Commercial Computer Software -- Restricted Rights at 48 CFR 52.227-19, as applicable. Contractor/manufacturer is SUPERVALU INC., 11840 Valley View Road Eden Prairie, MN 55344 Applicable Law and Dispute Resolution SUPERVALU maintains and operates the Site from its facilities in Minnesota in the United States of America. Use of the Site and its contents, all transactions arising from use of the Site, and this Agreement, shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the United States of America and the state of Minnesota, without giving effect to any principles of conflict of laws. Any dispute between SUPERVALU and any user of the Site will be venued in a state or federal court situated within the state of Minnesota, and any Authorized User or other user hereby irrevocably submits to the personal jurisdiction of such courts for that purpose. The parties hereby agree to exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. General Every provision of this Agreement shall be construed, to the extent possible, so as to be valid and enforceable. If any provision of this Agreement so construed is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, such provision shall be deemed severed from this Agreement, and all other provisions shall remain in full force and effect. SUPERVALU may assign, delegate and/or otherwise transfer this Agreement or its rights and obligations hereunder to any person or entity. Neither a Authorized User nor any other user may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of SUPERVALU. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. The failure by either party at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, shall not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. The waiver of any default by either party shall not be deemed a continuing waiver, but shall apply solely to the instance to which such waiver is directed. Neither SUPERVALU nor Authorized User shall be liable for any delay or failure in performing any obligation under this Agreement due to any cause beyond its reasonable control. All activities conducted by Authorized User through its use of the Site are subject to the terms and conditions of any existing written agreement between SUPERVALU and Authorized User as supplemented by this Agreement; provided, however, that in the event of express conflict between the terms of such agreements with respect to Authorized User's activities through its use of the Site, this Agreement shall supersede the terms of any other agreement between the parties unless specifically stated otherwise in a particular area of the Site or in such other agreement. IT IS AT THE EXPRESS CONSENT OF THE PARTIES THAT THE PRESENT AGREEMENT BE WRITTEN IN ENGLISH. C'EST À LA DEMANDE EXPRESSE DES PARTIES QUE CETTE CONVENTION SOIT RÉDIGÉE EN ANGLAIS. This Agreement, sets forth the entire agreement and understanding between SUPERVALU and Authorized User or any other user of the Site regarding the subject matter hereof and supersedes any prior representations, advertisements, statements, proposals, negotiations, discussions, understandings, or agreements regarding the same subject matter. This Agreement may not be modified or amended except by the express, documented agreement of the party against whom the same is sought to be enforced.