GENERAL TERMS AND CONDITIONS GOVERNING SITE USE

These terms and conditions govern use of the SVHarbor Website (the Site), which is maintained by SUPERVALU INC. As used in this Agreement, SVHarbor 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 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 and other information relating to such products and services, and (c) facilitating commerce with respect to such products and services by electronic means.

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. 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 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 securlty 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. 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).

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., _______________________.

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 jurlsdiction 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 jurlsdiction 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.

TERMS & CONDITIONS OF PURCHASE

These terms and conditions shall apply to all purchase orders from United Natural Foods, Inc. and its subsidiaries, including SUPERVALU Inc. (together, “UNFI”).

1. APPLICABILITY

These terms and conditions, together with the UNFI Supplier Policies & Guidelines, the UNFI Shipping & Handling Guidelines, and the Supplier and Vendor Code of Conduct (the “Terms and Conditions”) shall apply to all purchase orders (each, an “Order”) from United Natural Foods, Inc. and/or its subsidiaries (together, “UNFI”) for the purchase of goods specified on the face of an Order (the “Products”) from the party to whom the purchase order is addressed (the “Supplier”). Each of Supplier and UNFI is a “Party”, and together the “Parties”. For clarity, as used herein, the term "Supplier" shall include manufacturer, supplier, broker, agent and any authorized representative of the foregoing that is using SV Harbor.

Notwithstanding the foregoing, if the Parties have mutually executed a supplier agreement (“Supplier Agreement”) covering the Products, the terms of such Supplier Agreement shall prevail over these Terms and Conditions to the extent there is a conflict.

2. ACCEPTANCE OF TERMS

An Order, together with these Terms and Conditions constitutes the sole and entire agreement of the Parties with respect to the Order, and supersedes all prior or contemporaneous understandings, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order. The Order expressly limits Supplier’s acceptance to the terms of the Order. Any terms, conditions or provisions of any Supplier quotation, confirmation, order acknowledgement, invoice, or other commercial document sent to UNFI are hereby rejected and shall not constitute additional or modified terms of any Order. Any or all of such proposed terms will not operate as a rejection of the Order, but shall be deemed a proposed material alteration thereof, and the Order will be deemed accepted by Supplier without and not including such proposed terms unless expressly agreed to in writing by UNFI.

3. ACKNOWLEDGMENT OF ACCEPTANCE OF TERMS
By entering UNFI's SVHarbor system (the "System"), confirming acceptance of an Order and/or by shipping Products to UNFI, Supplier expressly accepts and agrees to perform in accordance with the Terms and Conditions in respect of the Order and the supply of any other Products to UNFI.
4. SVHARBOR
  1. Access
  2. Fees SVHarbor subscribers are subject to an annual subscription fee that is deducted from payments to Suppliers (brokers are invoiced). Billing takes place every July and covers the subscription fees to the SVHarbor portal and all available SVHarbor applications. The SVHarbor subscription fee is based on a Supplier’s annual UNFI sales and the number of Supplier users added to the account. A broker’s fees are based on the number of Suppliers represented. UNFI reserves the right to apply overdue broker payments to a represented Supplier. If you have any questions regarding SVHarbor fees or access, please contact merchandisingservices@unfi.com.
  3. Applications on SVHarbor. Once a Supplier has access to SVHarbor, it has access to the following applications:

    ePASS – (Partner Accounting Self-Service)

    • ePASS is an application on SVHarbor that Suppliers use to manage their AR and is the communication tool to document and track inquiries.
    • It has the following features:
      • Allows Suppliers to self-service payment and deduction details (history for twelve (12) months).
      • Serves as the communication vehicle for all transactions.
      • Document Search (provides credit and deduction documentation and payment reports).
      • Payment Status Search (done by PO, Document, $ or Location, providing payment details).
      • Pass # Search (review or update existing passes).
    • To create a Pass
      • Passes can be created for any question through Document Search or Payment Status Search.
        • Use the Document Number to create the pass.
        • Do not use check numbers unless you need a check voided/reissued.
        • Expectation this is done within 60 days of the transaction date.
      • Pass # is assigned to supplier.
      • Pass assigned to internal ePASS group, by category, for response
      • Supplier receives emails with updates and resolution.
      • Response time is reviewed and expected to be within 30 days or less, depending on the category.
      • Passes can be reopened by the supplier one time to provide additional information.
    • Merchandising Services will monitor types of passes and discuss opportunities with Suppliers.

      eNewItem - Allows Suppliers to propose and create new items.

      eDeals - Allows suppliers to enter pre-approved allowances.

      Vendor List Cost - Allows suppliers to enter cost changes.

      Reports & Downloads - Allows Suppliers to pull item, cost, deal, etc. reports.

    4. 5. ORDERS, SHIPMENT AND DELIVERY
    1. Shipment and Delivery.
      1. Supplier shall pack and deliver all Products in compliance with the Supplier Policies and Guidelines and UNFI’s Shipping & Handling Guidelines.
      2. Timing is of the essence for all deliveries. Deliveries shall be made at the time and place and in such quantities as specified by UNFI's purchase order.
      3. Shelf Life. Products must have a shelf life of at least 75% at the time of receipt at the final UNFI distribution center (“DC”) destination, unless otherwise agreed by UNFI. UNFI does not have responsibility to check Product for adequate shelf life. Supplier is solely responsible for ensuring shelf-life compliance upon delivery to UNFI.
    2. Title and Risk of Loss. Title to and risk of loss of Products pass to UNFI, free of any encumbrances, on pick-up by UNFI at Supplier's dock or, if applicable, upon delivery to the destination designated by UNFI. All shipments are subject to final count by UNFI. The Parties agree to work in good faith to resolve any disputes relating to Product count.
    3. Packaging, Labelling, or Product Specification Changes. Supplier must notify UNFI in writing of any material changes to Product formulations (including UPC, size, or pack), labels, packaging or organic status no later than ninety (90) days before such change takes effect as set forth in the Supplier Policies and Guidelines.
      4. 6. PRICING AND PRICE CHANGES
      1. Pricing and Price Changes.
        1. Supplier shall provide the Products to UNFI for the prices referenced in the applicable UNFI purchase order as at the date the purchase order is received ("Prices").
        2. UNFI requires ninety (90) days' prior written notice (commencing from the date all forms and information are accurately submitted by Supplier) on all price changes, including changes to off-invoice allowance programs (excluding fresh protein, produce and dairy categories, or as otherwise agreed to by UNFI) as set forth in the Supplier Policies & Guidelines.
      2. Favorable Terms. Supplier agrees that all the pricing and promotional terms offered to UNFI shall be at least as favorable as the terms and conditions it offers to any distributor buying similar volumes.
      3. Invoices. Supplier shall issue invoices to UNFI for all Products ordered by electronic data interchange (“ EDI ”) or e-mail in the manner set forth in the Supplier Policies & Guidelines.
      4. Payment Terms.
        1. The payment terms shall be as set forth in the Supplier Policies & Guidelines.
        2. The payment date is calculated from the date: (i) UNFI receives the invoice; (ii) the Supplier's invoice is post-marked; or (iii) UNFI receives the Product at a DC, whichever is later.
        3. Funds are considered received by Supplier (1) when UNFI initiates payment by electronic funds transfer or wire; or (2) if payment is by check, on the postmark date.
      5. UNFI's right to set-off. UNFI may set off amounts due by UNFI to Supplier with amounts due by Supplier to UNFI.
      6. Deductions. UNFI will pay invoices net of any deductions, chargebacks and fees due and payable by a Supplier at the time the invoice is paid as set forth in the Supplier Policies and Guidelines. If UNFI cannot deduct such amounts due within 30 days, UNFI shall bill Supplier for such amounts. Supplier will be billed for all amounts that UNFI is unable to deduct within 30 days of their due date. Any such amounts billed by UNFI to Supplier shall be due immediately.
      7. MINIMUM SALES LEVEL/ GUARANTEED SALE
      1. Minimum Sales Level. All Products, including seasonal, holiday and reactivated Products are subject to a minimum sales level as reasonably determined by UNFI.
      2. Guaranteed Sale of New Products. UNFI also requires a six (6) month guaranteed sale commitment in respect of new Products on initial purchase orders for each UNFI DC from the date Products are first received by a DC. This includes reactivated Products based on the first slot date into a DC, regardless of whether the Product was previously introduced into another DC.
      3. Remaining Inventory. Supplier will be responsible for all excess, unsold Products in UNFI's inventory that are subject to the minimum sales and guaranteed sale requirements above, as well as all remaining Product in UNFI's inventory at the end of Supplier's distribution relationship with UNFI. Supplier shall provide UNFI a full refund of unsold Product, accept those Products for return, and arrange for prompt pickup unless an alternative disposition has been agreed in writing with UNFI.
      4. Notwithstanding the foregoing, if agreed to in writing by UNFI, Supplier shall use commercially reasonable efforts to move the Product inventory via promotions, marketing, or other mutually agreed upon methods.
      8. INTELLECTUAL PROPERTY RIGHTS
      In order for UNFI to market and sell Supplier’s Products, Supplier hereby grants to UNFI and its customers a worldwide, non-exclusive, royalty-free right and license to use and sublicense Supplier’s Product information and associated intellectual property or proprietary rights including, but not limited to trademarks, advertisements, labels, photographs, images, descriptions, packaging and nutritional content (collectively “Product IP Rights”) in connection with UNFI’s sale, distribution and marketing of, and UNFI’s customers’ resale of Supplier’s Products.
      9. COMPLIANCE WITH LAWS
      Supplier shall comply and shall procure that its employees, agents, and contractors comply with all applicable federal, state and local laws, regulations, ordinances, or administrative orders or rules (“Applicable Laws and Regulations”), and regulations, including, but not limited to the requirements set out in the Supplier Policies and Guidelines.
      10. REPRESENTATIONS AND WARRANTIES.
      Supplier represents and warrants that:
      1. It is free, and has full right and authority, to agree to the Terms and to perform all of its obligations pursuant hereunder and thereunder;
      2. Intellectual Property.
        1. It owns or is authorized to use and further license to UNFI and its customers the Product IP Rights in connection with the sale and marketing of Supplier’s Products to UNFI and by UNFI and its customers.
        2. The Products and any Product IP Rights do not and will not infringe on the intellectual property rights of any third party.
      3. Products.
        1. UNFI will receive good and valid title to the Products, free and clear of all encumbrances and liens of any kind.
        2. The Products, including any labeling, advertising and promotional materials, comply with all Applicable Laws and Regulations.
        3. Consumable Products. To the extent the Products are consumable, such Products are fit for human consumption and able to pass without objection in trade.
        4. CBD and Hemp. To the extent any Products consist of or contain CBD or hemp, or are derived from hemp, such Products are (1) are outside the Controlled Substance Act definition of marijuana, as set out in 21 U.S.C. § 802(16); (2) are derived from the mature stalks of the Cannabis sativa L. plant, fiber produced from such stalks, oil or cake made from the seeds of such plant, any other compound, manufacture, salt, derivative, mixture, or preparation of such mature stalks, fiber, oil, or cake, or the sterilized seed of such plant which is incapable of germination; (3) are not derived from resin; and (4) do not contain a delta9 tetrahydrocannabinol concentration of more than 0.3 percent on a dry weight basis; in addition, (5) if the Product is consumable, all the ingredients in the Product are Generally Recognized As Safe by FDA under their intended conditions of use.]
        5. Non-food Products. To extent the Products contain non-food items, such Products (1) conform to the specifications for such Product; (2) are merchantable; (3) are free from defects in workmanship, materials and packaging; (4) are free from defects in construction and design; (5) are fit and sufficient for the purpose for which they are intended and/or which is stated on any packaging, labeling or advertising; and (6) are equivalent in materials, quality, fit, finish, workmanship, performance and design to any samples submitted to and approved by UNFI.
      4. Human Trafficking and Slavery. Supplier makes best efforts to mitigate the risks of human trafficking and slavery in its supply chain, to include, where appropriate, auditing Supplier’s supply chain.
      5. Federal Contracts: Neither Supplier nor its principals (owners/senior officials) are debarred or suspended from U.S. Government procurement programs under the rules prescribed at Title 48 of the Code of Federal Regulations, Subpart 9.4 (48 C.F.R. §§ 9.400-9.409), and Supplier will promptly (and in no event in more than 15 days) notify UNFI of any change in this status, including Supplier's receipt of any notice proposing Supplier for debarment or suspension.
        6. 1. QUALITY ASSURANCE, FOOD SAFETY, AND UNACCEPTABLE PRODUCTS
        1. Supplier shall comply with the quality assurance and food safety requirements set out in the Supplier Policies and Guidelines. Should there be a Product withdrawal or recall, Supplier shall immediately notify UNFI and cooperate with UNFI in accordance with UNFI’s Recall & Withdrawal Policy and the Supplier Policies and Guidelines.
        2. Upon prior written notice to Supplier, UNFI shall have the right to audit or have a third-party audit any of Supplier's or Supplier's vendors, co-packers, sub-contractors or service providers facilities related to the Products. In the event of an audit resulting from a food safety issue or recall related to the Products, Supplier shall reimburse UNFI for the costs associated with such audit, which amounts shall be deducted by UNFI.
        2. INDEMNIFICATION. Supplier will defend, indemnify and hold UNFI, its affiliates and subsidiaries, and their officers, directors, employees, agents and customers (collectively, the “UNFI Indemnified Parties”), harmless from and against any damages, liabilities, losses, costs, or expenses (including reasonable attorneys’ fees) (collectively, “Damages”) incurred by a UNFI Indemnified Party and to the extent resulting from a third party claim alleging any of the following:
        1. breach of these Terms by Supplier;
        2. the negligence or willful misconduct of Supplier;
        3. the death or injury to any person, damage to any property, or any other damage or loss resulting, or claimed to have resulted, in whole or in part, from: any quality or other defect in the Product, whether latent or patent; failure of the Product to comply with any express or implied warranties; any claim of strict liability in tort relating to the Product; or the acts or omission of any of Supplier’s vendors, co-packers, sub-contractors or service providers; and,
        4. any recalls or market withdrawals associated with the Product.
        3. INSURANCE. Supplier shall comply at all times with the insurance requirements set forth in the Supplier Policies and Guidelines.
        4. MISCELLANEOUS
        1. Publicity. Without the written consent of UNFI, Supplier may not make or issue any public announcement, press release, advertisement, or marketing materials that refer to UNFI, to UNFI’s purchase of Products from Supplier, or to the subject matter of these Terms.
        2. Notices. All notices must be in writing and shall be sent by (1) United States certified mail, return receipt requested, or (2) delivery on the next business day with a nationally-recognized express courier, or (3) email if a confirmation notice is also sent by one of the other methods of delivery. Notices shall be deemed given as of the date such notice is postmarked, if sent by certified mail, or is placed with an express courier, if sent by express courier, or is delivered, if emailed. Notices shall be sent to UNFI at United Natural Foods, Inc., 313 Iron Horse Way, Providence, Rhode Island 02908, Attn: Legal Department, email: Legal.Notices@unfi.com.
        3. Governing Law. The Terms and all matters arising out of or relating to it shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule.
        4. Dispute Resolution. In the event of any controversy or claim between the Parties arising out of or related to the Terms (a “Dispute”), and prior to initiating any formal legal proceeding, senior management from each Party shall meet (virtually or in person) and endeavor in good faith to resolve the Dispute within thirty (30) calendar days (the “Dispute Period”) following a Party’s written request for such a meeting, specifying the nature of the Dispute. If a Party refuses or fails to so meet, or the Dispute cannot be resolved during the Dispute Period, the Parties shall then promptly initiate and participate in good faith mediation of the Dispute, with the mediator to be selected jointly by the Parties. If a Party refuses or fails to meet in accordance with the foregoing procedures, or refuses to select a mediator, the other Party may bring a suit or proceeding as set forth below. If the Dispute is not resolved pursuant to a mutually agreed written settlement following mediation, the Parties may choose to either submit the Dispute to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association and this subsection, or either party may bring a suit or proceeding exclusively in state or federal courts located in Wilmington, Delaware, and each party consents to the personal jurisdiction of the state and federal courts located in Wilmington, Delaware, and waives any objection that such courts are an inconvenient forum for such suits or proceedings. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR THE TRANSACTIONS CONTEMPLATED HEREBY. The Parties hereby further waive any rights to seek punitive or exemplary damages in any legal proceeding and no arbitrator may award such damages. Any decision of the Arbitrator may be enforced in any court of competent jurisdiction.
        5. Assignment. Supplier may not assign any of its rights or obligations under these Terms without the prior written consent of the other Party. These Terms are binding upon the Parties hereto and their respective successors, administrators, and permitted assigns.

        Last Updated: February 1, 2023

        NETWORK SERVICES TERMS AND CONDITIONS

        By accessing and using the Site through network services provided by or through SUPERVALU INC. or one of its affiliates (SUPERVALU INC. and its affiliates are collectively referred to as "SUPERVALU" below), you agree to the terms and conditions set forth below ("the Network Services Terms and Conditions"). If you do not agree with any of the Network Services Terms and Conditions, you are not authorized to accept or use the Network Services, as defined below, for any purpose.

        1. Definitions. In these Network Services Terms and Conditions, the following terms shall be defined as set forth below:

        1.1 "Data Protection Rules" means all (i) federal, state, and local data privacy and data protection laws and regulations, including the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing rules and regulations and (ii) rules, regulations, terms of service, guidelines, standards, or other similar directives issued by non-governmental entities governing or relating to privacy and confidentiality of personal information, including the Payment Card Industry Data Securlty Standard ("PCI Standard") and other mandates and requirements of credit card associations governing securlty of cardholder data.

        1.2 "Network Services" means the network services and equipment provided to you by SUPERVALU, either directly or through a third-party vendor such as VendorSafe Technologies, LLC.

        1.3 "VPN Service Agreement" means any VPN Service Agreement or other agreement between you and SUPERVALU as to Network Services.

        1.4 "You" means the entity to whom SUPERVALU is providing Network Services.

        2. Data Protection Rules. You are fully responsible for complying with the Data Protection Rules applicable to you. You shall indemnify and defend SUPERVALU and its officers, directors, employees, subcontractors, and agents from and against any and all losses, liabilities, and expenses arising out of, or having to do with, any claims, actions, or proceedings brought by third parties that are based on allegations which, if true, would constitute a failure by you to comply with the Data Protection Rules.

        3. Retailer Information. In the course of providing Network Services or other goods or services to you, SUPERVALU may be given access to, or be provided with, information about you, your business, your owners, officers, or employees, or your customers, including, but not limited to, ordering data and point of sale data (collectively, "Retailer Information"). You authorize such access and disclosure of Retailer Information to SUPERVALU and further authorize SUPERVALU to use Retailer Information for purposes of SUPERVALU’s business. SUPERVALU, however, without first obtaining your consent, will not disclose Retailer Information to any third party (other than its officers, directors, employees, third-party service providers, agents, and representatives) in any manner that would allow it to be identifiable as Retailer Information.

        4. Not Securlty Consultant. You acknowledge and agree that SUPERVALU is not acting as your securlty consultant or advisor and that you are solely responsible for protecting your systems and any data stored, processed, handled, or transmitted by you against loss, destruction, alteration, or unauthorized access.

        5. Disclaimer of Warranties. SUPERVALU PROVIDES THE NETWORK SERVICES TO YOU "AS IS" AND "AS AVAILABLE," WITH ANY AND ALL FAULTS. SUPERVALU DISCLAIMS ALL WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, AS TO THE NETWORK SERVICES, INCLUDING WARRANTIES ABOUT THE NETWORK SERVICES’ MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, TYPE, NON-INFRINGEMENT, AND QUALITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER, SUPERVALU SPECIFICALLY DISCLAIMS (A) ANY WARRANTY THAT YOU WILL BE IN COMPLIANCE WITH THE PCI STANDARD AS A RESULT OF OBTAINING THE NETWORK SERVICES AND (B) ANY WARRANTY THAT UNAUTHORIZED ACCESS CANNOT BE OBTAINED TO YOUR SYSTEMS OR THAT THE DATA STORED, PROCESSED, HANDLED, OR TRANSMITTED BY YOU IS PROTECTED AGAINST LOSS, DESTRUCTION, ALTERATION, OR UNAUTHORIZED ACCESS.

        6. Liability Limitations. UNDER NO CIRCUMSTANCES WILL SUPERVALU BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, REVENUE, OR GOODWILL AND DAMAGES FOR BUSINESS INTERRUPTION, THAT ARISE OUT OF, OR HAVE TO DO WITH, THE NETWORK SERVICES, ANY VPN SERVICE AGREEMENT, OR THE BREACH OF ANY VPN SERVICE AGREEMENT, WHETHER BASED ON CONTRACT, TORT, STATUTE, OR ANY OTHER THEORY OF LIABILITY OR RECOVERY, EVEN IF SUPERVALU HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, AND YOU SHALL INDEMNIFY AND DEFEND SUPERVALU AND ITS OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, AND REPRESENTATIVES AGAINST THOSE DAMAGES. IN NO EVENT WILL SUPERVALU’S CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF, OR HAVING TO DO WITH, ANY NETWORK SERVICES, ANY VPN SERVICE AGREEMENT, OR THE BREACH OF ANY VPN SERVICE AGREEMENT EXCEED THE AMOUNT OF THE FEES PAID BY YOU TO SUPERVALU FOR NETWORK SERVICES DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE MOST RECENT EVENT GIVING RISE TO LIABILITY OCCURRED.

        7. Force Majeure. "Force Majeure Event" means the occurrence of a fire, flood, earthquake, element of nature, or act of God; civil disorder, rebellion, or revolution in any country; or any other event beyond SUPERVALU’S reasonable control that delays or prevents SUPERVALU, directly or indirectly, from performing its obligations to provide Network Services. If a Force Majeure Event occurs, SUPERVALU will promptly notify you of the circumstances hindering its performance, in which case SUPERVALU will be excused from further performance or observance of the obligations so affected for as long as the Force Majeure Event continues.

        8. VPN Service Agreement. These Network Services Terms and Conditions are in addition to the terms and conditions in any VPN Service Agreements in effect between SUPERVALU and you. If any conflict exists between these Network Services Terms and Conditions and a VPN Service Agreement, these Network Services Terms and Conditions will be controlling.


        Last revised 01/01/2014

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