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Terms and Conditions

Introduction

Welcome to the website for Key Food. These Terms are a contract between you and all Key Food companies, including Key Food subsidiaries and affiliates (“Key Food,” “Company,” “We,” “Us,” or “Our”) with regard to the access and use of Our website www.keyfood.com and its component pages, any other website hosted by Key Food, and any application, product or service made available by Key Food (collectively, “Site”). The Site is made available to you pursuant to these Terms. Please read these Terms fully and carefully before accessing and using the Site.
If you do not agree to these Terms and Our Privacy Policy, you should immediately discontinue use of the Site and the products and services enabled by the Site.

1. Terms of Use.

a) Acceptance. By accessing and using the Site, you accept and agree to be legally bound by these Terms and all prospective amendments to these Terms, including Our Privacy Policy. This agreement is made by you just as if it had been made in writing. If you do not agree to these Terms, do not use the Site or any of the products and services enabled by the Site.

b) Amendment. We may amend these Terms from time to time in Our sole discretion. All amendments to these Terms will be effective immediately upon posting. Your continued access to the Site constitutes an agreement to be bound to the Terms then effective and as amended. You also agree to accept notice of posting of any amendments or new terms through Us posting such

c) Additional Terms. Although you are always bound by the Terms, in using certain features, products, or services you may be bound by and subject to additional terms applicable to those features, products, or services. Any and all additional terms will not change or replace these Terms regarding use of the Site, unless expressly stated. Any and all additional terms are incorporated within these Terms by reference.

d) Capacity. The Site is a general audience site for adults age 18 or over, and is intended for use by individuals in the United States. By using this Site, you represent that you are 18 years or older and have legal capacity to enter into the agreement set out in these Terms, including but not limited to, that you are of sufficient mental capacity, and are otherwise permitted to be legally bound in contract.

2. General Use.

a) Site Features. The Site contains certain features and functionality, including the ability to receive content. We reserve the right, in Our sole discretion, to change, modify, remove, or add any features, products, services, or terms offered at any part on the Site. This includes without limitation any features regarding Our products and services and contacting Us. Key Food strives to ensure that all content on the Site, including product, availability, and price information, is accurate and complete, but Key Food does not warrant the accuracy or completeness of the content made available on the Site, or the availability of all products and services offered on the Site. We will attempt to address any inaccurate or incomplete content after we are made aware of it. The Site is presented on an “AS IS” basis.

b) Eligibility. THE SITE IS INTENDED FOR USE ONLY BY INDIVIDUALS AGE 18 OR OVER LOCATED IN THE UNITED STATES. IF YOU ARE A PERSON OUTSIDE THE UNITED STATES, BY ACCESSING AND USING THE SITE, YOU AGREE AND CONSENT TO BE BOUND BY THESE TERMS. THE SITE IS NOT AVAILABLE TO ANY PERSONS SUSPENDED OR REMOVED FROM THE SITE BY THE COMPANY. IN USING THE SITE, YOU REPRESENT THAT YOU ARE A PERSON WHO HAS NOT BEEN SUSPENDED OR REMOVED FROM THE SITE. PERSONS CHOOSING TO ACCESS THE SITE DO SO AT THEIR OWN DISCRETION AND INITIATIVE, AND ARE RESPONSIBLE FOR COMPLIANCE WITH THESE TERMS, AND ALL LOCAL LAWS AND RULES, INCLUDING WITHOUT LIMITATION, SUCH LAWS AND RULES REGARDING THE INTERNET, EMAIL, ELECTRONIC MESSAGES, PRIVACY, AND SECURITY

c) Use. The Site and its contents are for your personal use only. Key Food grants you a limited license to access and make personal use of the Site. This license does not include (i) any resale or commercial use of the products or services offered on the Site or the content made available through the Site; (ii) any derivative use of the Site or the content made available through the Site; (iii) any downloading or copying of content or account information for the benefit of a third party; or (iv) any use of data mining, scraping, spiders, robots or similar data gathering or extraction tools. You may not use any meta tags or any other “hidden text” utilizing Key Food’s name or trademarks without the express written consent of Key Food. Except as explicitly permitted by these Terms, no content made available through the Site may be used, reproduced, transmitted, distributed, downloaded, displayed, framed, modified or otherwise exploited in any way. All users agree to refrain from copying, modifying, reverse engineering, decompiling or disassembling any software code included in the Site. You shall not use the Site in any manner that could damage, disable, overburden or impair the Site.

d) Electronic Communications. When you contact Us through the Site, create a user account, or provide your e-mail address to Us for any reason, you are consenting to receive communications from Us electronically. We will communicate with you by e-mail or by posting notices on the 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.

e) Reviews, Comments, Communications, and Other Content. If you post content or submit material within the Site, and unless We indicate otherwise, you grant Key Food a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, and modify, such content throughout the world in any media. You also grant Key Food the right to use the name that you submit in connection with such content, if We choose. You acknowledge and agree that you will indemnify Key Food for all claims resulting from the content you post or submit. Key Food has the right but not the obligation to monitor and edit or remove any activity or content. Key Food takes no responsibility and assumes no liability for any content posted by you or any third party.

f) Unavailability. Your access to the Site may be unavailable or interrupted from time to time for a variety of reasons, many of which We cannot control. We are not responsible for any interruptions of your access to the Site, or any of the consequences of such interruptions.

3. Termination; Modification.

Without any further notice and at any time, you understand and agree that Key Food may terminate, cancel, deactivate, and/or suspend your access to the Site. Key Food reserves the right to discontinue, modify, alter, or change any policy, feature, product, or service of the Site. You understand, acknowledge, and agree that your sole and exclusive right and remedy regarding the termination or modification of your access to and use of the Site, is to stop using the Site.

4. Privacy.

Your privacy is important to Us. By using this Site, you agree to these Terms as well as to the collection transfer, processing, usage, sharing, and storage of your personal and non-personal information consistent with the terms of Our Privacy Policy. Please review Our Privacy Policy regularly for more information.

5. Monitoring.

Key Food may, but has no obligation to, monitor the use by you and other users of the Site. During monitoring, any information relating to any user or their respective activities on the Site may be examined, recorded, copied, and used in accordance with these Terms and Our Privacy Policy. Furthermore, Key Food reserves the right at all times (i) to disclose any information provided at any portion of the Site as set forth in Our Privacy Policy, including without limitation to satisfy any law, regulation, or governmental request, and (ii) to refuse to transmit, or to remove, any information or materials, in whole or in part, that Key Food in its sole discretion, finds objectionable or in violation of these Terms or Our Privacy Policy.

6. Conduct and Acceptable Use.

a) You are responsible for the content of your communications and representations through the Site, including those sent to Us through the Site from Our contact forms.

b) We may require, at any time, proof that you are following these Terms. We reserve the right to take, or refrain from taking, any and all steps available to Us, including suspending or terminating your access to the Site or seeking other legal or equitable remedies, once We become aware of any violation of these Terms. As a condition of use of the Site, you represent the following:

i. You will not interfere with any other person using or enjoying the Site;

ii. You will not use the Site to threaten, abuse, harass, or invade the privacy of any person;

iii. Any content or materials (including through Our contact forms) you submit to Us will be appropriate and lawful;

iv. You will not damage Our Site or Our servers;

v. You will not attempt to gain unauthorized access to computer systems or networks connected to the Site or use the Site in any way for an inappropriate or unlawful purpose;

vi. You will not impersonate, falsely state, or otherwise misrepresent your identity in any way while using the Site (including through Our contact forms); and

vii. You will not use the Site, its content, or its information for any criminal or unlawful purpose or encourage anyone else to do so.

Violations of the Terms, including without limitation provisions (i-vii) above, will be determined by the Company in its sole discretion.

7. Ownership; Proprietary Rights.

All Site content and materials including without limitation text, photographs, illustrations, images, graphics, product names, designs, logos, video material, and audio clips (collectively, “the Intellectual Property”) are protected by copyright, trademark, and other laws of the United States, as well as international conventions and the laws of other countries. The Intellectual Property is owned or controlled by Key Food or the party credited as the provider or owner of the Intellectual Property. The compilation (meaning the collection, arrangement, and assembly) of all content on the Site is the exclusive property of Key Food and protected by United States and international copyright laws. All software used to provide any service on the Site is the property of Key Food or its software suppliers and protected by United States and international copyright laws. Except as expressly authorized by Key Food, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of all Site content and materials. Key Food’s trademarks and trade dress may not be used in connection with any product or service that is not owned or distributed by Key Food in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Key Food. All other trademarks not owned by Key Food that appear within the Site are the property of their respective owners, who may or may not be affiliated with Key Food.

8. Third-Party Sites, Products & Services; Links.

The Site may contain links to third party websites (“Third-Party Sites”) that are not owned, controlled or operated by Key Food.

THE COMPANY IS NOT RESPONSIBLE FOR THIRD-PARTY SITES OR THEIR CONTENT. THE THIRD-PARTY SITES ARE NOT CONTROLLED BY US AND NEITHER THESE TERMS OF USE NOR OUR PRIVACY POLICY APPLY TO SUCH THIRD-PARTY SITES. ACCORDINGLY, THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING SUCH THIRD-PARTY SITES, HAS NO RESPONSIBILITY FOR THE OPERATION OR CONTENTS OF SUCH THIRD-PARTY SITES, AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR USE OF OR RELIANCE ON SUCH THIRD-PARTY SITES. YOUR USE OF THIRD-PARTY SITES IS AT YOUR OWN RISK. THE INCLUSION ON THE SITE OF A LINK TO A THIRD-PARTY SITE DOES NOT IMPLY AN ENDORSEMENT BY KEY FOOD. WHEN YOU ACCESS ANY OF THESE THIRD-PARTY SITES, PLEASE UNDERSTAND THAT YOUR RIGHTS AND OBLIGATIONS WHILE ACCESSING AND USING THOSE SITES WILL BE GOVERNED BY THE AGREEMENTS AND POLICIES RELATING TO THE USE OF THOSE THIRD PARTY SITES. YOU ARE ENCOURAGED TO REVIEW THE AGREEMENTS AND POLICIES FOR ANY WEBSITE YOU CHOOSE TO ACCESS AND CONFIRM THAT THE TERMS ARE ACCEPTABLE TO YOU PRIOR TO YOUR USE.

9. Disclaimer; No Warranties; Limitation on Liability and Damages.

a) ACTUAL PRODUCT PACKAGING AND MATERIALS MAY CONTAIN ADDITIONAL AND/OR DIFFERENT INGREDIENT, NUTRITIONAL OR PROPER USAGE INFORMATION THAN THE INFORMATION DISPLAYED WITHIN THE SITE OR REFERENCED IN CONNECTION WITH A SERVICE OFFERED ON THE SITE (E.G., PRODUCT RECALLS, RECIPES, HEALTH & WELLNESS, ETC.). YOU SHOULD NOT RELY SOLELY ON THE INFORMATION DISPLAYED WITHIN THE SITE AND YOU SHOULD ALWAYS READ LABELS, WARNINGS AND DIRECTIONS PRIOR TO USING OR CONSUMING A PRODUCT OR USING A SERVICE OFFERED ON THE SITE. IF YOU HAVE QUESTIONS OR REQUIRE MORE INFORMATION ABOUT A SPECIFIC PRODUCT DISPLAYED ON THE SITE OR REFERENCED IN CONNECTION WITH A SERVICE OFFERED ON THE SITE, YOU SHOULD CONTACT THE PRODUCT MANUFACTURER DIRECTLY. ALL CONTENT, PRODUCTS, AND SERVICES MADE AVAILABLE THROUGH THE SITE ARE FOR GENERAL REFERENCE PURPOSES ONLY AND ARE NOT INTENDED TO SUBSTITUTE FOR ADVICE GIVEN BY A PHYSICIAN, PHARMACIST OR OTHER LICENSED HEALTH CARE PROFESSIONAL. YOU SHOULD NOT USE THE INFORMATION PRESENTED ON THE SITE FOR SELF-DIAGNOSIS OR FOR TREATING A HEALTH PROBLEM. KEY FOOD ASSUMES NO LIABILITY FOR INACCURACIES OR MISSTATEMENTS REGARDING ANY PRODUCT OR SERVICE OFFERED ON THE SITE.

b) TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW AND SUBJECT TO PARAGRAPH e) OF THIS SECTION, THE COMPANY AND/OR ITS RESPECTIVE LICENSORS, AFFILIATES, AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, LACK OF VIRUSES, OR OTHER HARMFUL COMPONENTS AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS CONTAINED WITHIN THE CONTENT OF THE SITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE EXTENT ALLOWABLE BY LAW, THE COMPANY AND/OR ITS RESPECTIVE LICENSORS, AFFILIATES, AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES, AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, AND NON-INFRINGEMENT.

c) YOU ALSO SPECIFICALLY AGREE THAT KEY FOOD IS NOT RESPONSIBLE FOR ANY CONTENT SENT AND/OR INCLUDED ON THE SITE BY ANY THIRD PARTY. YOU FURTHER AGREE THAT KEY FOOD AND/OR ITS RESPECTIVE LICENSORS, AFFILIATES, AND SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE SITE AND/OR MAY DISCONTINUE ANY PART OF THE SITE AT ANY TIME.

d) ALSO SUBJECT TO PARAGRAPH e) OF THIS SECTION AND TO THE EXTENT ALLOWABLE BY LAW, IN NO EVENT SHALL THE COMPANY AND/OR ITS RESPECTIVE LICENSORS, AFFILIATES, AND SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER. IF THIS LIMITATION OF LIABILITY OR THE EXCLUSION OF WARRANTY SET FORTH ABOVE IS HELD INAPPLICABLE OR UNFORCEABLE FOR ANY REASON, THEN THE COMPANY’S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO $100. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

e) IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES. SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IF APPLICABLE LAW PROHIBITS THE LIMITATION OR EXCLUSION OF A PARTY’S LIABILITY WITH RESPECT TO DEATH OR PERSONAL INJURY CAUSED BY SUCH PARTY’S NEGLIGENCE, FRAUD OR ANY OTHER MATTER, THEN SUCH PARTY’S LIABILITY WILL NOT BE LIMITED OR EXCLUDED TO THE EXTENT OF SUCH PROHIBITION UNDER SUCH APPLICABLE LAW.

10. Indemnification; Hold Harmless.

You agree to indemnify and hold Key Food, its employees, officers, directors, investors, agents, assignees, affiliates, partners, subsidiaries, contractors, attorneys, accountants, advertisers, and any and all other individuals and organizations providing services on behalf of Key Food harmless from all claims, liabilities, losses, damages, costs and expenses (including without limitation, attorneys’ fees and expenses, and direct, incidental, consequential, exemplary and indirect damages) arising out of, resulting from or relating to your breach or alleged breach of these Terms.

11. Dispute.

These Terms are governed by the laws of the State of New York, without regard to its conflict of laws principles. Jurisdiction for any claims, lawsuits, or other actions (collectively, “Claims”) arising under this agreement shall lie exclusively with the state or federal courts within New York. If any provision of the Terms are found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any provision of the Terms shall be deemed a further or continuing waiver of such provision or any other provision. You agree that neither you, nor your representatives, shall have the right or authority to bring any Claims on a class action basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public, other users, or other persons similarly situated.

12. Assignment.

Key Food may assign all or any part of its rights and obligations under these Terms, and any assignment will inure to the benefit of Our successors, assigns, and licensees.

13. Severability.

If any provision of these Terms, including Our Privacy Policy, is found invalid, illegal, or unenforceable by any court of competent jurisdiction, the remaining provisions shall remain in full force and effect, as shall this agreement, as if such invalid, illegal, or unenforceable provisions had never been a part of these Terms.

14. Survivability.

Sections 4 (Privacy), 7 (Ownership; Proprietary Rights), 10 (Indemnification; Hold Harmless), 11 (Dispute), 12 (Assignment), 13 (Severability), 15 (Headings), 17 (No Waiver), 18 (Children’s Online Privacy Protection Act (“COPPA”) Notification), and 19 (Digital Millennium Copyright Act) shall survive any termination of these terms.

15. Headings.

All headings used in these Terms are for reference purposes only and shall not be used to interpret, analyze, or construe these Terms or the provisions set forth herein.

16. Entire Agreement.

These Terms, including Our Privacy Policy, represent the entire agreement between the Company and you regarding the use of the Site. These Terms cancel and supersede all prior understandings between the Company and you regarding the rights and obligations set forth herein. No provision of these Terms shall be modified or amended except as expressly stated within the Terms.

17. No Waiver.

NO WAIVER OF ANY OF THESE TERMS BY KEY FOOD IS BINDING UNLESS AUTHORIZED IN WRITING BY AN OFFICER OF KEY FOOD. IF THE COMPANY WAIVES A BREACH OF ANY PROVISION OF THE TERMS, ANY SUCH WAIVER WILL NOT BE CONSTRUED AS A CONTINUING WAIVER OF OTHER BREACHES OF THE SAME NATURE OR OTHER PROVISIONS OF THE TERMS AND WILL IN NO MANNER AFFECT THE RIGHT OF THE COMPANY TO ENFORCE THE SAME AT A LATER TIME.

18. Children’s Online Privacy Protection Act (“COPPA”) Notification.

Our Site is not designed or intended for use by persons under the age of 18. Pursuant to 47 U.S.C. Section 230(d) as amended, We hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that may be harmful to minors. Information identifying current providers of such protections is available at the Electronic Frontier Foundation website, http://www.eff.org.

19. Digital Millennium Copyright Act.

Pursuant to Title II of the Digital Millennium Copyright Act, all claims of copyright infringement for material that is believed to be residing on the Site should be promptly sent in the form of written communication to Key Food, 1200 South Avenue, Suite 103, Staten Island, NY 10314, or notices@keyfood.com. All claims must include the following information:

a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

b) Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at the Site are covered by a single notification, a representative list of such works at the Site;

c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity, and that is to be removed or to have access disabled, and information reasonably sufficient to permit the material to be located on the Site;

d) Contact information for the complaining party, including full name, postal address, telephone number, and if available, an email address at which the complaining party may be contacted;

e) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

f) A statement under penalty of perjury that the information in the notification is accurate, and that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

20. Contact Us.

If you have any questions about these Terms, including Our Privacy Policy, please contact us at:

Email:

Customer.service@keyfood.com

Telephone:

(718) 370-4200 x. 400

Address

Key Food Stores Co-Operative, Inc.
1200 South Avenue
Suite 103
Staten Island, NY 10314


Last Updated: August 20, 2019