1. Acceptance of Terms and Conditions
These Terms and Conditions may be revised at any time for any reason, without notice or obligation, by updating this posting. By accessing, browsing or using the Site following the posting of changes to these Terms and Conditions, you accept such changes. You agree to use the Site in a manner consistent with any and all applicable rules, laws and regulations. Any use of the Site in a manner inconsistent with these Terms and Conditions is deemed unauthorized access and may subject the user to civil or criminal penalties. We strongly recommend that you periodically visit this page of the Site to review these Terms and Conditions. These Terms and Conditions are effective as of September 1, 2011.
2. License and Site Access
The Site is provided solely for the use of current McLane Company, Inc. (“McLane,” “we” or “our”) customers that have entered into a Distribution Agreement and may not be used by any other person or entity. As long as you comply with these Terms and Conditions, McLane grants you a personal, non-exclusive, non-transferable license to access, display and use the Site solely in connection with your business relationship with McLane, as described in the Distribution Agreement.
3. Site Content
The Site and all material on the Site or contained therein (the “Content”), including, without limitation, all text, graphics, and other works on the Site, the Site’s design and coding, all computer programs used and licensed in connection with the Site, the look and feel of the Site, and all data and reports generated by the Site are owned by McLane or a third party. These materials are protected under copyright, trademark and other laws. You may not copy, transmit, modify, distribute or republish any of the Content displayed on the Site without the prior written consent of McLane. You may not sell, publicly display, create derivative works of, reverse engineer, assign, sub-license, transfer or otherwise exploit the Site or any Content. Use of any Content on the Site, including, without limitation, product listings, descriptions, or prices, other than in connection with your Distribution Agreement, is prohibited without the prior written permission of McLane. Notwithstanding the foregoing, you may download Content to the extent permitted by the Site for use only in connection with your business relationship with McLane.
Each registration for use of the Site shall occur directly through McLane. Each such registration is for a single individual or entity; however, McLane may authorize during the registration process the set-up of an account that allows a designated user (“Designated User”) the ability to access and manage accounts for affiliated entities. A Designated User may permit an account(s) for an affiliated entity to be managed by a downstream user that is designated by the Designated User (“Downstream User”). The Designated User will provide the Downstream User with login and password information to access such account. All users of this site, including Designated Users and Downstream Users, are bound by these Terms and Conditions and are referred to herein as “you” or “your”. In consideration of your use of the Site and any services contained therein, you agree to provide accurate, current and complete information about yourself or your company as requested in the Site registration process and to maintain and promptly update the information (including, in particular, your e-mail address) you provide from time to time as necessary to keep the information true, accurate, current and complete. By accepting these Terms and Conditions, you represent and warrant that you are 18 years of age or older and that, if you have accepted these Terms and Conditions on behalf of any business (such as a corporation, partnership, limited liability company or other organization) or other entity, you represent and warrant that you have legal authority to do so.
Any changes to your registration information should be made by you on the Site. If you are not able to change your registration information on the Site, you can make such changes by contacting McLane directly. If you provide information that is untrue, inaccurate, not current or incomplete, McLane may suspend or terminate your account and refuse any and all current or future use of the Site and any services provided through the Site.
After McLane registers you on the Site, you will receive a password for your use of the Site and any services offered therein. You are responsible for keeping your password confidential. You will be responsible for all uses of your password and account, including by Downstream Users. You will close the browser window for the Site at the end of each use, and you will immediately notify McLane of any unauthorized use of your account or password. If you designate Downstream Users within your account and provide password information to such Downstream Users, you will be responsible for all uses by Downstream Users. In the event that a Downstream User is terminated, then you must promptly disable the account that was provided to such Downstream User so that access to the Site by the terminated employee is prohibited. McLane cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 4.
5. Legal Requirements
6. Your Use of the Site
You are solely responsible for all messages, data, information and other materials (the “Messages”) that you upload, post, e-mail or otherwise transmit (“Transmit”) to the Site.
You agree that you will not: (a) use the Site in any unlawful manner or Transmit any Message that is unlawful, harmful, threatening, abusive, hateful, obscene, harassing, tortious, defamatory, libelous, slanderous, pornographic, profane, vulgar, offensive, lewd, invasive of another’s privacy or racially, ethnically or otherwise objectionable; (b) use the Site to harm minors in any way; (c) Transmit any Messages: (i) that you do not have the right to Transmit, under any law or contractual or fiduciary relationships, including, without limitation, any inside information or proprietary or confidential information; (ii) that infringe any patent, copyright, trademark or other intellectual property right or misappropriate any trade secret of any third party; (iii) that constitute unsolicited or unauthorized advertising or promotional materials, “spam,” “chain letters,” or pyramid schemes; or (iv) that contain any software routine, code, instruction or virus that is designed to disable, delete, modify, damage or erase software, hardware or data; (d) forge headers or otherwise manipulate identifiers in order to disguise any messages transmitted through the Site; (e) interfere with the Site or servers or networks connected to the Site; (f) interfere with the ability of others to use the Site; (g) reproduce, sell, resell, sub-license, distribute or exploit for any commercial purposes, any portion of the Site, the Content or any Messages contained therein; (h) conduct your business on the Site or any websites, with respect to McLane, in a way that is unfair, unlawful, or constitutes a deceptive business practice; (i) use any robot, spider, or other automatic device to monitor or copy portions of the Site or Content contained in the Site without McLane’s prior written permission; (j) download, reproduce, duplicate, copy or otherwise exploit any portion of the Site for the purpose of sale, resale or making other commercial use thereof (other than in furtherance of your business relationship in McLane); (k) include in any third party website any hypertext link to any page or location within the Site without McLane’s prior written permission; (l) display the Site or any portion thereof in frames without McLane’s prior written permission; or (m) otherwise use the Site in violation of any law or contract.
You acknowledge and agree that McLane may disclose or use any Messages that you Transmit for the purposes of: (a) enforcing these Terms and Conditions; (b) complying with any laws, regulations or rules of any federal, state or local government or agency; (c) responding to claims that any Messages violate the rights of third parties; or (d) protecting the rights or property of McLane, its customers or the public. With respect to Messages that you Transmit to the Site, you grant McLane a perpetual, worldwide, royalty-free, nonexclusive license to reproduce, display, publish, modify, distribute and create derivative works of such Messages.
When you visit the Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site. You 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.
7. Linked Sites
McLane has not reviewed all of the websites linked to the Site, if any, and is not responsible for the content of any third-party pages or any other websites linked to the Site. Nothing in the Site, including, without limitation, any links to other websites, should be construed as an endorsement of any products, services or information of any other persons or companies by McLane. Your choice to link to any other website is at your own risk, and you agree to comply with all terms and conditions relating to such websites. McLane reserves the right not to link, or to remove the link, to a particular website at any time. Any links to third-party websites are provided as a convenience to you and are neither owned nor operated by McLane. McLane has no control over these linked websites and makes no representations or warranties with respect to these linked websites. Your viewing and use of any third-party websites is at your sole discretion and risk.
8. Special Admonitions for International Use
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Messages. You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
You agree to hold harmless and indemnify McLane , its subsidiaries and affiliates, business partners, contractors, clients and service providers, and their respective officers, employees, agents and representatives from and against any claims, liabilities, costs or damages, including reasonable attorneys’ fees and paralegal fees through final appeals, made by any third party, relating to or arising from your use of the Site, a third party’s use of the Site through your account (including Downstream Users), any Messages that you, or a third party, Transmit to or through the Site, any violation of these Terms and Conditions by you, or any other act or omission by you, including your violation of any rights of another, arising from your use of the Site.
10. McLane Trademarks
All product and service names appearing in a typeface different from that of the surrounding text or with a trademark symbol, including McLane Customized Food Service Distribution ®, are registered and unregistered trademarks and service marks owned by McLane or its subsidiaries or affiliates or a third party. These trademarks and all other trademarks, service marks, logos and company names (each a “Mark”) used in the Site are the property of McLane or third parties and shall remain the property of McLane and such third parties. Nothing contained in the Site shall be construed as granting, by implication or otherwise, any license or right to use any Mark displayed on the Site without the prior written permission of McLane or such third party that may own the Mark displayed on the Site. Your misuse of any Mark displayed on the Site, or any other content on the Site, is strictly prohibited.
11. Availability and Features
Unless otherwise stated in your Distribution Agreement, availability, price and features of the McLane products and services featured on the Site are subject to change without notice.
You acknowledge and agree that McLane may terminate your account or use of the Site for any reason, including, without limitation, your violation of these Terms and Conditions. You agree that McLane may terminate your access to and use of the Site without prior notice and without any liability to you or any third party. You acknowledge and agree that McLane may modify, limit, suspend or discontinue the Site or any part of the Site at any time, without notice or liability to you. McLane may also, from time to time, establish general rules and policies regarding use of the Site. McLane will post such rules and policies on the Site, and you agree that your compliance with such rules and policies shall be a condition of your use or continued use of the Site. McLane shall have no liability or responsibility with respect to any lost data or Messages such as the deletion of or failure to store Messages, communications or other Messages transmitted by you.
13. Disclaimers and Limitation of Liability
MCLANE IS PROVIDING THE SITE, THE CONTENT, AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE ON AN “AS-IS,” “AS-AVAILABLE” BASIS UNLESS OTHERWISE SPECIFIED IN WRITING. MCLANE DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO THE EXTENT THAT THEY MAY BE EXCLUDED BY LAW, INCLUDING, BUT NOT LIMITED TO, THE OPERATION OF THIS SITE OR THE CONTENT, MATERIALS, OR SERVICES INCLUDED ON OR MADE AVAILABLE TO YOU THROUGH THIS SITE, UNLESS OTHERWISE SPECIFIED IN WRITING.
TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, MCLANE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN ADDITION, MCLANE DOES NOT REPRESENT OR WARRANT THAT THIS SITE, CONTENT, MATERIALS, OR SERVICES INCLUDED ON OR MADE AVAILABLE TO YOU THROUGH THIS SITE; OR ELECTRONIC COMMUNICATIONS SENT THROUGH THE SITE ARE ACCURATE, COMPLETE OR CURRENT OR WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. MCLANE DOES NOT WARRANT THAT THE SITE WILL OPERATE IN AN UNINTERRUPTED, SECURE OR ERROR-FREE MANNER. THE CONTENT IS FOR YOUR GENERAL USE ONLY AND SHOULD NOT BE RELIED ON IN MAKING ANY SPECIFIC FINANCIAL, LEGAL OR OTHER DECISIONS.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE SITE IS AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE DONE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITY.
IN NO EVENT SHALL MCLANE OR THIRD PARTIES WHO CONTRIBUTE TO THE SITE BE LIABLE, WHETHER IN CONTRACT OR TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE) FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY OR CLAIMS OF THIRD PARTIES. IF YOU LIVE IN A JURISDICTION WHOSE LAWS PREVENT YOU FROM TAKING FULL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE IN ACCORDANCE WITH THESE TERMS AND CONDITIONS, MCLANE’S LIABILITY IS LIMITED TO THE GREATEST EXTENT ALLOWED BY THE LAW OF THAT JURISDICTION.
14. Governing Law and Jurisdiction
McLane maintains the Site from its offices in Rocky Mount, North Carolina, U.S.A. These Terms and Conditions and the transactions they contemplate, including without limitation their interpretation, construction, performance and enforcement shall be governed by the laws of the State of North Carolina, U.S.A. without reference to conflict or choice of law provisions, as applicable to contracts made and performed entirely within such State. The International Convention on the Sales of Goods, and other international treaties that are not mandatory with respect to contracts made and performed entirely in North Carolina, shall not apply. The exclusive forums for the resolution of any dispute relating to these Terms and Conditions shall be the state and federal courts in North Carolina, U.S.A., and you agree to personal jurisdiction of such courts over you with regard to any dispute relating to these Terms and Conditions and agree to service of process on you by e-mail if you have submitted an e-mail address on the Site, and by any other means permitted by law.
All notices, demands, or consents given from you under this Agreement will be in writing and will be deemed given when delivered to McLane at the following contact: OrderEntrySupport.FS600@mclaneco.com
Please report any violations of these Terms and Conditions to McLane at the contact listed above.
16. Risk of Loss and Title to Products
You agree that shipping details, risk of loss and title shall be governed by the Distribution Agreement.
You may not assign, sublicense or otherwise transfer any of your rights under these Terms and Conditions. If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of that provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Headings in these Terms and Conditions are for convenience only and shall have no legal meaning or effect. No action arising under this Agreement may be brought at any time more than twelve (12) months after the facts occurred upon which the cause of action arose. These Terms and Conditions, and not the conduct between us or any trade practice, shall control the interpretation of these Terms and Conditions between the parties respecting the Site. McLane’s failure to enforce a particular provision of these Terms and Conditions does not mean that McLane waives the right to enforce it in the future; McLane shall waive such a right only in writing.
18. Procedure for Making Claims of Copyright Infringement
If you believe that your work has been copied in the Content in a way that constitutes copyright infringement, please provide McLane’s copyright agent the written information specified below.
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Site;
- Your address, telephone number and email address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
- A statement by you, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner, or are authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.
McLane’s copyright agent for notice of claims of copyright infringement on the Site can be reached as follows: OrderEntrySupport.FS600@mclaneco.com