1. SITE ACCESS AND USE.
Use of this website (the “Site”) and access to and use of Content, Downloadable Content, and Downloadable Software (all defined below) is subject to these Terms and Conditions and any additional use policies and conditions the Vistar Division of Performance Food Group, Inc. and its successors and assigns (“Vistar”) may adopt. Vistar may suspend or terminate access to the Site at any time. Vistar may also change the Site, Software and Content at any time.
2. RESTRICTIONS AND LIMITATIONS.
All information and content made available through the Site, including, but not limited to, information, text, artwork, graphics, trademarks, logotypes, data and data compilations (“Content”), is the property of Vistar or others. United States and international trademark, copyright and other intellectual property right laws protect the Content.
Viewing and printing Content made available through the Site is permitted. Except as provided in this Section 2, and in Sections 3 and 4 of these Terms and Conditions, no license to any Content is granted to you and all other use, copying, reproduction, distribution, adaptation, modification or communication of Content made available through the Site is prohibited. Linking to or framing of the Site or any Content made available through the Site is also prohibited.
3. LICENSE FOR DOWNLOADABLE CONTENT.
Vistar makes some Content (“Downloadable Content”) available for download from the Site. Vistar hereby grants to you a single, personal and nonexclusive license to use Downloadable Content to the limited extent necessary for the installation and use of the specific Vistar product that you own and to which it relates, and to copy Downloadable Content as necessary for those purposes. Except as provided in this Section 3 and in Section 2 of these Terms and Conditions, no license to any Downloadable Content is granted to you. All updates, modifications and enhancements to Downloadable Content that are made available to you will be deemed part of that Downloadable Content, and will be governed by these Terms and Conditions.
4. LICENSE FOR DOWNLOADABLE SOFTWARE.
Vistar makes some Software (“Downloadable Software”) available for download from the Site. Vistar hereby grants to you a single, personal and nonexclusive license to use Downloadable Software to the limited extent necessary for the installation and use of the specific Vistar product that you own and to which it relates, and to copy Downloadable Software as necessary for those purposes. No license to use the Downloadable Software in source code form is granted. Except as provided in this Section 4, no license to any Downloadable Software is granted to you. You must not modify, clone, disassemble, decompile, decrypt or otherwise reverse engineer any Downloadable Software. All updates, modifications and enhancements to Downloadable Software, that are made available to you, will be deemed part of that Downloadable Software and will be governed by these Terms and Conditions.
As a convenience, Vistar may provide links to websites operated by other entities. If you access these websites, you will leave the Site. If you decide to visit any linked website, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. Vistar makes no warranty or representation regarding, and does not endorse, any linked websites, the information appearing on those websites or any of the products or services described on those websites.
Links do not imply that Vistar sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in, or accessible through the links, or that any linked website is authorized to use any trademark, trade name, logo or copyright symbol of Vistar.
6. DISCLAIMER OF WARRANTIES.
DOWNLOADABLE SOFTWARE, CONTENT AND ACCESS TO AND USE OF THE SITE ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE.” VISTAR MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO DOWNLOADABLE SOFTWARE, CONTENT OR ACCESS TO OR USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH VISTAR HEREBY EXPRESSLY DISCLAIMS.
7. LIMITATION OF LIABILITY.
VISTAR WILL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF, OR RELATING TO DOWNLOADABLE SOFTWARE, CONTENT, OR ACCESS TO OR USE OF THE SITE. IN NO EVENT WILL VISTAR’S LIABILITY OF ANY KIND INCLUDE ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES, EVEN IF VISTAR SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE, OR EXCEED $100.
8. YOUR INDEMNIFICATION OF VISTAR.
You will indemnify, defend and hold harmless Vistar and Vistar’s employees, officers, directors and suppliers against all loss, cost, damage and expense (including reasonable attorney’s fees and cost of suit) arising out of or related to (i) claims of negligence, strict liability, product liability, breach of warranty or otherwise with respect to Downloadable Software, Content or the Site that are brought by you, your successors or assigns, or any third party, and (ii) your use of Downloadable Software, Content or the Site.
These Terms and Conditions will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, United States of America, excluding the United Nations Convention of the International Sale of Goods. All controversies and claims arising out of or relating to these Terms and Conditions, or the breach thereof, will be settled by arbitration in Richmond, Virginia, administered by the American Arbitration Association under Commercial Arbitration Rules. The arbitration will be conducted in the English language. Judgment on any award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
If any part of these Terms and Conditions is held illegal, void or ineffective, the remaining portions will remain in full force and effect. No failure by either party to take any action or assert any right under these Terms and Conditions will be deemed to be a waiver of that right in the event of the continuation or repetition of the circumstances giving rise to that right.