Last updated: September 22, 2020
Agreement Between User and Prime Foods, LLC. These Terms and Conditions (collectively, the “Terms”) govern your use of all websites owned or operated by Prime Foods, LLC or our affiliates (individually or collectively, the “Sites”). The terms “we,” “us,” “our” and “Prime” refer to Prime Foods, LLC, an Indiana limited liability company, and our affiliates.
We may revise the Terms at any time by updating the Sites without prior notice to you. You will need to return to this page periodically to review the most current version of the Terms. You can determine when these Terms were last revised by referring to the “Last Updated” line at the top. Your continued use of the Sites will be deemed to be acceptance of the updated or amended terms. We reserve the right to modify or discontinue the Sites at any time without notice to you, and we will have no liability to you if we do so.
Third Party Terms. The Sites may link to third party websites or apps. These third parties may have their own terms and conditions and privacy policies, and you agree to comply with such terms and conditions and privacy policies. You may view third party terms and conditions and privacy policies by visiting the third party’s websites or retail locations or by contacting the third party.
Use of the Sites. The following restrictions apply to the use of the Sites:
- You agree not to access the Sites if you are under the age of 18.
- You agree to restrict use by minors, and you will prevent access to children under the age of 18. You accept full responsibility for any unauthorized use of the Sites by minors. You are responsible for any use of your credit card or other payment instrument by minors or others.
- You agree not to use the Sites to impersonate or attempt to impersonate anyone else.
- You agree not to use the Sites to advertise, solicit or transmit any commercial advertisements, including chain letters, junk email, spam or repetitive messages to anyone.
- You agree not to use the Sites to engage in any illegal conduct.
- You agree that you will not engage in any act that we deem to be in conflict with the spirit or intent of the Sites, including but not limited to circumventing or manipulating these Terms or any policies.
- You agree that you will not make improper use of the Sites, including by submitting false abuse reports or using profane and abusive language in your communications with our personnel.
- You agree that you will not use the Sites, intentionally or unintentionally, in connection with any violation of any law or regulation, or do anything that promotes the violation of any law or regulation.
Cheating and Hacking. You agree that you will not, under any circumstances:
- Use, create or assist in creating cheats, exploits, automation software, bots, hacks, mods or any third party software designed to modify or interfere with the Sites;
- • Without our express written consent, modify or cause to be modified any files that are a part of the Sites;
- Disrupt, overburden or aid or assist in the disruption or overburdening of (1) any computer or server used to offer or support the Sites; or (2) the use of the Sites by any other person;
- Institute, assist or become involved in any type of attack, including without limitation distribution of a virus, denial of service attack or other attempt to disrupt the Sites or any other person’s use of the Sites; or
- Attempt to gain unauthorized access to the Sites or to the computers, servers or networks connected to the Sites by any means other than the user interface provided by Prime, including but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of the Sites.
Collection and Publication of Personal Information. You agree that you will not, under any circumstances:
- Solicit, or attempt to solicit, personal information from other users of the Sites; or
- Collect, harvest or post anyone’s private information, including personally identifiable information (whether in text, image or video form), identification documents or financial information through the Sites.
Unauthorized Use or Connection to the Sites. You agree that you will not, under any circumstances:
- Interfere or attempt to interfere with the proper functioning of the Sites or connect to or use the Sites in any way not expressly permitted by these Terms;
- Use any unauthorized third party software that accesses, intercepts, “mines” or otherwise collects information from or through the Sites or that is in transit from or to the Sites;
- Make any automated use of or connection to the Sites, or take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
- Bypass any measures we employ to restrict access to the Sites or use any software, technology or device to send content or messages, scrape, spider or crawl the Sites, or harvest or manipulate data;
- Except where permitted by law or relevant open source licenses, reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any software or other intellectual property used to provide the Sites, or to obtain any information from the Sites using any method not expressly permitted by us; or
- Copy, modify or distribute rights or content from the Sites, use our trademarks or use any method to copy or distribute the content of the Sites, except as specifically allowed in these Terms.
Linking to the Website. You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part. You may not link to any page other than the home page or use framing, deep linking, or in-line linking.
Suspension and Termination of Use. WITHOUT LIMITING ANY OTHER REMEDIES, WE MAY LIMIT, SUSPEND, TERMINATE, MODIFY OR DELETE THE SITES, ACCESS TO THE SITES, OR PORTIONS THEREOF, WITH OR WITHOUT NOTICE TO YOU, IF WE SUSPECT THAT YOU ARE FAILING TO COMPLY WITH ANY OF THESE TERMS OR FOR ANY ACTUAL OR SUSPECTED ILLEGAL OR IMPROPER USE OF THE SITES.
Intellectual Property. The Sites, including without limitation any computer code, software, themes, objects, photographs, stories, dialogue, catch phrases, concepts, artwork, animations, sounds, musical compositions, audio-visual effects, methods of operation, moral rights, documentation, and recordings are works owned or licensed by Prime. We reserve all rights, including without limitation, all intellectual property rights or other proprietary rights, in connection with the Sites and their content. Accordingly, the material and content available on the Sites may not be copied, distributed, republished, uploaded, posted or transmitted in any way for any public or commercial purpose, except as specifically allowed under these Terms, without the prior express written consent of Prime. You may not remove any copyright or other proprietary notice from our materials. Modification or use of the material or content on the Sites, except as expressly provided in these Terms, violates our or third parties’ intellectual property rights. Neither title nor intellectual property rights are transferred to you by access to the Sites.
DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE THAT USE OF THE SITES AND OUR PRODUCTS (EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR WITH THE SITES OR PRODUCTS) ARE AT YOUR SOLE RISK AND ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO BE THE SHORTER OF 30 DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED).
WITHOUT LIMITING THE FOREGOING, NEITHER PRIME NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “PRIME PARTIES”) WARRANT THAT THE SITES WILL BE UNINTERRUPTED OR ERROR-FREE.
LIMITATIONS; WAIVERS OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SITES UNDER ANY CAUSE OF ACTION WHATSOEVER IN ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT THE PRIME PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SITES.
THE LIMITATIONS IN THESE TERMS APPLY WHETHER THE ALLEGED LIABILITY IS BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE PRIME PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE PRIME PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SITES AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SITES AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THE SECTION MAY NOT APPLY TO YOU. IN ADDITION, OUR LIABILITY IN SUCH JURISDICTIONS WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
Indemnification. You indemnify and hold Prime and the Prime Parties harmless from any claims, losses, damages and liabilities, including legal fees and expenses, arising out of your use or misuse of the Sites, any violation by you of these Terms, or any breach of the representations, warranties and covenants made by you. Prime reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Prime, and you agree to cooperate with Prime’s defense of these claims. Prime will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. You agree that the provisions in this paragraph will survive any termination of the Sites.
Law and Forum for Legal Disputes. These Terms and any dispute arising out of or related to them, the Sites or our business will be governed in all respects by the laws of the State of Indiana as they apply to agreements entered into and to be performed entirely within Kentucky between Kentucky residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Prime must be resolved exclusively by a state or federal court located in Indiana, except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of the courts located within Indiana for the purpose of litigating all such claims or disputes.
The Sites are operated out of the United States of America. We do not represent that the content or materials present in the Sites are appropriate for use in other locations. If you access the Sites from a jurisdiction outside of the United States, you agree that you do so on your own initiative, and are responsible for compliance with local laws where you reside or where you access the Sites, if and to the extent that such laws are applicable to your use of the Sites.
Amendment. Except as expressly and specifically set forth in this these Terms, no representations, statements, consents, waivers or other acts or omissions by Prime will be deemed a modification of these Terms nor be legally binding, unless documented in physical writing, hand signed by you and a duly appointed officer of Prime.
Equitable Remedies. You acknowledge that the rights granted and obligations made under these Terms to Prime are of a unique and irreplaceable nature, the loss of which will irreparably harm Prime and which cannot be replaced by monetary damages alone. Accordingly, Prime will be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you.
You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Sites, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Sites or any content or other material used or displayed through the Sites and agree to limit your claims to claims for monetary damages, limited by these Terms (if any).
Force Majeure. Prime will not be liable for any delay or failure to perform resulting from causes outside the reasonable control of Prime, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond our control such as acts of God, war, pandemic, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.