Terms and Conditions

Effective Date: 12/14/2021

Agreement

Effective Date: 12/14/2021

Agreement

These Terms & Conditions apply to all websites, apps, and services operated and controlled by the Specialty Food Association (“SFA”), or a third party agent of SFA, and other websites, apps, and services where these Terms & Conditions are posted (the "Websites"). The SFA reserves the right to change these Terms and Conditions at any time, and you are responsible for regularly reviewing these Terms and Conditions if you wish to continue using the Websites. Please read them carefully.

YOUR AFFIRMATIVE ACT OF USING AND/OR REGISTERING WITH THE WEBSITES SIGNIFIES THAT YOU AGREE TO THESE TERMS & CONDITIONS. IF YOU DO NOT AGREE, DO NOT USE AND/OR REGISTER WITH THESE WEBSITES.

IMPORTANT NOTICE REGARDING ARBITRATION: Please note the arbitration provision set forth below, which, with limited exceptions, requires you to arbitrate any claims you may have against SFA on an individual basis. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY.

You understand and agree that the Websites are provided to you on an AS IS and AS AVAILABLE basis. We disclaim all responsibility and liability for the availability, timeliness, security or reliability of the Websites, the accuracy of any opinion or information contained on the Websites, or the availability and reliability of any software on the Websites. The opinions expressed on the Websites are not necessarily the opinions of SFA or its employees and may or may not be totally accurate. The content provided through the Websites is for educational and informational purposes only. The Websites are not intended to provide tax, legal, accounting, financial, or any other form of professional advice.

Certain areas, features, or functionality of the Websites may be subject to different or additional terms, rules, guidelines or policies (“Additional Terms”), and we may provide such additional rules to you via postings, pop-up notices, links, or other means at the time that you access or use the relevant area, feature or functionality. From time to time, such additional rules may conflict with these Terms & Conditions. In the event of such a conflict, the Additional Terms will control. Any reference to the “Terms & Conditions” in this agreement includes the Additional Terms.

Privacy Notice

Please review our Privacy Notice, which also governs your use of the Websites and our management of any personal information you may disclose to us while using the Websites. By agreeing to these Terms & Conditions, you are confirming that you have reviewed and agree to our Privacy notice.

Ownership and Copyright

All content on the Websites, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software (“Content”), is the property of the SFA, its members or its Content suppliers. The compilation of all content on the Websites is the exclusive property of the SFA. All software used on the Websites is the property of the SFA or its software suppliers. All such content and software are protected by domestic and international copyright and other laws.

Limited License

THE WEBSITES AND THE CONTENT OFFERED ON THE WEBSITES ARE MADE AVAILABLE TO USERS FOR NON-COMMERCIAL USE AS SET FORTH IN THESE TERMS & CONDITIONS. Subject to the following, the SFA grants you a limited license to access and make personal use of the Websites solely for the purposes for which they were intended.

You may not use the Websites for any other purpose without the express written consent of the SFA. SFA authorizes you to view a single copy of the Content as made available on the Websites. Unless authorized in writing, under no circumstances may the Websites or Content be used in or for any commercial or for-profit manner or purpose. You may not either directly or through use of any device, software, internet site, web-based service, or other means, modify, publish, transmit, stream, upload, display, participate in the transfer or sale of, create derivative works of, or in any way exploit the Content of these Websites or any portion of such Content except as expressly provided herein. You may not use any data mining, robots, or similar data gathering and extraction tools on the Content, frame any portion of the Websites or Content, or reproduce, reprint, copy, store, publicly display, broadcast, stream, transmit, modify, translate, port, publish, sublicense, assign, transfer, sell, loan, or otherwise distribute the Content without our prior written consent. You may not circumvent any mechanisms included in the Content for preventing the unauthorized reproduction or distribution of the Content. You may not introduce viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; or damage, disable, overburden, impair, or gain unauthorized access to the Websites, including SFA's servers, computer network, or user accounts.

Any use of the Content not expressly permitted by these Terms & Conditions is a breach of these Terms & Conditions and may violate U.S. or international copyright, trademark, and/or other laws. Further, any unauthorized use of the Websites or violation of any of the foregoing terms shall result in the automatic termination of the foregoing limited license.

Registered Users

To access certain portions of the Websites, you must create an account. As a registered user of the Websites you may set up a personal dashboard on the Websites for the purpose of enhancing your ability to obtain information regarding the SFA, its members and members’ products, and to communicate with the SFA and its members. You may enter personal information and preferences on your dashboard to enhance your Website experience. Should you elect to via your dashboard, the information on your personal dashboard may not be viewed or accessed by other SFA members or other Website users. You may choose at any time to not allow SFA members to contact you via your personal dashboard.

As a registered user of the Websites you may also set up a user profile for the purpose of participating in interactive forums with other registered users. You may enter personal information in your user profile in order to identify and describe yourself to other participants in the interactive forums. The information in your user profile may be viewed by other registered users.

As a registered user of the Websites, you are responsible for maintaining the confidentiality of your personal dashboard, your account, your user password, and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or user profile or on your dashboard. You agree that you are responsible for all acts or omissions that occur on your account while your password is being used . You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin any information or content provided by you on your personal dashboard, in your user profile, or on the Websites. Specifically, you agree to provide truthful and accurate information during the account creation process. You also agree to maintain the accuracy of any submitted data. If you provide any information that is untrue, inaccurate, or incomplete, we reserve the right to terminate your account and suspend your use of any and all of the Websites. You may use your personal dashboard and user profile solely for the purposes for which they were intended. Any unauthorized use is prohibited.

SFA reserves the right to access and disclose any information, including, without limitation, user names of accounts and other information, to comply with applicable laws and lawful government requests.

Anticompetitive Behavior

Users of any chat rooms or forums on the Websites which permit interaction with other users are prohibited from engaging in behavior which may be construed as anticompetitive or in violation of antitrust laws. Agreements among competitors (and sometimes others) that restrict the free operation of markets may lead to civil liability, and may also constitute criminal conduct. Messages that might be construed as encouraging or facilitating other users to agree on prohibited topics cannot be posted on the Websites. This includes any messages about:

  • Prices
  • Negotiated supply costs
  • Discounts, or other terms of sale
  • Margins
  • Salaries/compensation paid to employees
  • Specific customers or vendors

Users must interpret this prohibition broadly. An explicit agreement, or concerted action, is not necessarily required to demonstrate a violation of the antitrust laws – when combined with other evidence, statements about these topics may demonstrate a violation.

The SFA is not responsible for actively monitoring or editing posted or submitted content but may remove any that comes to its attention which may violate the antitrust laws.

Dues & Billing

Membership Dues. Many aspects of the Websites and the services offered thereon require payment before they can be accessed or used ("Membership Dues”). To become a member, you must meet all membership eligibility criteria, which can be found at Membership FAQs, and be accepted by SFA. While Membership Dues options will vary from time to time, they will require you to pay a fee on a monthly or annual basis (or pro-rated, as appropriate), or at some other recurring interval disclosed to you prior to purchase (the “Membership Period”).

Your Membership Dues will typically be subject to Additional Terms presented to you prior to purchase. Importantly, Membership Dues may not provide access to all services owned and operated by SFA. By way of example, your membership level or type may determine the materials to which you have access. Please carefully review the terms of the applicable offer before registering for and paying Membership Dues. We may change the price of Membership Dues from time to time, but we will communicate any price changes to you in advance and, if applicable, we will tell you how to accept those changes. Price changes for Membership Dues will take effect at the start of the next Membership Period.

By registering for a paid membership, you authorize us to charge your credit card or other payment method that you have designated for the applicable Membership Dues at the then current rate plus applicable tax. All fees are charged in US Dollars (USD). Fees may vary based on currency exchange rates. Members may also be charged additional credit card fees for currency conversion from non-USD currencies to USD. SUBSEQUENT MEMBERSHIP RENEWALS WILL BE CHARGED TO THE SAME CARD UNLESS A NEW PAYMENT METHOD IS PROVIDED.

AUTO-RENEWAL OPTION & CANCELLATION. MEMBERS WILL HAVE THE OPTION OF SETTING UP THEIR MEMBERSHIP TO AUTOMATICALLY RENEW. IF YOU CHOOSE THIS OPTION, THIS MEANS THAT THE PAYMENT METHOD ON FILE FOR YOUR MEMBERSHIP WILL BE AUTOMATICALLY CHARGED AT THE CONCLUSION OF YOUR MEMBERSHIP PERIOD FOR A SUBSEQUENT MEMBERSHIP PERIOD OF THE SAME LENGTH. THESE AUTOMATIC CHARGES WILL CONTINUE FOR EACH SUBSEQUENT MEMBERSHIP PERIOD UNTIL YOUR MEMBERSHIP IS CANCELLED. TO CANCEL AN AUTO-RENEWING MEMBERSHIP, PLEASE [INSERT]. CANCELLATION WILL TAKE EFFECT AT THE CONCLUSION OF THE MEMBERSHIP PERIOD IN EFFECT AT THE TIME OF CANCELLATION.
Website Transactions. Certain areas of the Websites may permit users to purchase products or services, including physical merchandise and registration for events. By using the Websites, you agree to provide current, complete and accurate purchase information for all purchases made on the Websites. You further agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, as applicable, so that we can complete your transactions and contact you as needed.

SFA reserves the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. If we make a change to or cancel an order, we will attempt to notify you by contacting the email and/or billing phone number provided at the time the order was made.

Certain products or services displayed on the Websites may have limited quantities and may not always be available. Purchase of our products for resale purposes is not authorized. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by unauthorized dealers, resellers, or distributors, and to cease doing business with any such customers, with no further notice.

We strive to display the colors and other features of our products that appear on the Websites as accurately as possible, but we cannot guarantee that your computer monitor’s display of any colors or other features will always be accurate. More generally, we do not warrant that the quality of any products or services purchased or obtained by you will meet your expectations. If a product or service offered on the Websites is not as described or pictured, or otherwise does not meet your expectations, your sole remedy is to seek to return the product under the terms of the applicable return policy, if any. All decisions related to returns will be made by SFA, in its sole discretion.

Trademark Rights

The names, trademarks, service marks, and logos of SFA belong exclusively to SFA and are protected from reproduction, imitation, dilution or confusing or misleading uses under national and international trademark and other intellectual property laws. All other trademarks, service marks, and logos (including third-party product names) are the property of their respective owners. Absent explicit written permission, use or misuse of these trademarks is expressly prohibited and nothing stated or implied on the Websites confers on you any license or right under any trademark of SFA or any third party.

User Content

If you post content or submit material (other than content or material on your personal dashboard), you automatically grant or warrant that you and/or the owner of such material expressly grants the SFA a nonexclusive, royalty-free, perpetual, irrevocable, worldwide, unlimited and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, edit, distribute, perform and display such content or material throughout the world in any media or medium, in any form, format or forum now known or hereafter developed, and with or without attribution to you (as determined in SFA’s sole discretion).

You agree that the SFA has the right but not the obligation to monitor, edit or remove any content or material in violation of these Terms & Conditions. SFA shall have the right, in its sole discretion, to edit, move, delete, or refuse to post any material shared by users of the Websites for any reason, including violation of these Terms & Conditions, whether for legal or other reasons. Notwithstanding this right of ours, users shall remain solely responsible for the content that they share on or through the Websites. Further, you acknowledge that, once published, we cannot always remove your content.

Communications and content submitted on or through the Websites shall not be deemed confidential and SFA shall not have any obligation to keep any such material confidential. SFA shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever including, but not limited to, developing, manufacturing, and marketing products incorporating such information.

User Conduct

By using the Websites, you agree to not use the Websites in any manner that:

  • Is designed to interrupt, destroy or limit the functionality of, any computer software or hardware or telecommunications equipment (including by means of software viruses or any other computer code, files or programs);
  • Interferes with or disrupts the Websites, services connected to the Websites, or otherwise interferes with operations or services of the Websites in any way;
  • Infringes any copyright, trademark, trade secret, patent or other right of any party, or defames or invades the publicity rights or the privacy of any person, living or deceased (or impersonates any such person);
  • Consists of any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
  • Causes SFA to lose (in whole or in part) the services of our Internet service providers or other suppliers;
  • Links to materials or other content, directly or indirectly, to which you do not have a right to link;
  • Is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, as determined by SFA in our sole discretion;
  • Copies, modifies, creates a derivative work of, reverse engineers, decompiles or otherwise attempts to extract the source code of the software underlying the Websites or any portion thereof;
  • Involves (i) self-promotion or marketing outside of SFA-designated promotional channels or (ii) anti-competitive behavior;
  • Violates, or encourages anyone to violate these Terms & Conditions or the Privacy Notice; or
  • Violates, or encourages to violate, any applicable local, state, national, or international law, regulation, or order.

Age Limitation

If you are under 18, you may use the Websites only under the supervision of a parent or guardian.

Website Content & Third-Party Links

The SFA makes no representation nor has any control over the content of any other websites accessed from the Websites, including without limitation websites controlled by SFA members. A link to a non-SFA website does not mean that the SFA endorses or accepts any responsibility for the content or use of such website. On the Websites, the SFA provides product information solely for the convenience of users of the Websites. Food-related information is displayed on the Websites for the convenience of users of the Websites, and the appearance of such information does not constitute the SFA’s endorsement of any particular product, food, diet or regimen.

Copyright Complaints

We comply with the Digital Millennium Copyright Act (“DMCA”). If you have a concern regarding the use of copyrighted material on the Websites, please contact our agent designated for responding to reports of copyright infringement (“Designated Agent”). In the subject line of your message, please include “Re: Claim of Copyright Infringement.” The contact information for our Designated Agent is as follows: [PHYSICAL ADDRESS (mail); PHONE NUMBER (telephone)]; EMAIL ADDRESS (email).

To be effective, the notification must be a written communication that includes the following:

  1.  A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  3. 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 access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; 
  4. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an email address at which the complaining party may be contacted;
  5. 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;
  6. A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

When we receive a report of copyright infringement, we may give notice to the relevant user by means of a general notice on the Websites, email to the user’s address in our records, or written communication sent by first-class mail to the user’s physical address in our records. If you receive such a notice, you may provide counter-notification in writing to the Designated Agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:

  1. Your physical or electronic signature;
  2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
  3. A statement from you, under penalty of perjury, that you have a good-faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
  4. Your name, physical address, telephone number, and a statement that you consent to the jurisdiction of a federal district court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

In an effort to protect the rights of copyright owners, we maintain a policy for the termination, in appropriate circumstances, and where technically feasible, of account holders who are repeat infringers.

Disclaimer of Warranties

THE WEBSITES AND THE CONTENT ON THE WEBSITES ARE PROVIDED "AS IS." SFA MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE WEBSITES OR THE CONTENT OR COMMUNICATIONS ON THE WEBSITES, OR ANY WEBSITE OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE WEBSITES, TO THE EXTENT PERMITTED BY LAW. SFA DISCLAIMS IMPLIED WARRANTIES THAT THE WEBSITES AND ALL SOFTWARE, CONTENT AND SERVICES, INFORMATION DISTRIBUTED THROUGH THE WEBSITES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SFA OR A REPRESENTATIVE SHALL CREATE A WARRANTY.

WE DO NOT GUARANTEE THAT THE WEBSITES WILL MEET YOUR REQUIREMENTS, OR THAT THEY ARE ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE SERVICES THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITES, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, AND ACCURATE OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE WEBSITES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT ALL TIMES OR LOCATIONS OF YOUR CHOOSING.

FURTHER, SFA DOES NOT ENDORSE AND MAKES NO WARRANTY REGARDING THE ACCURACY OR RELIABILITY OF ANY OPINION, INFORMATION, ADVICE OR STATEMENT ON THE WEBSITES. UNDER NO CIRCUMSTANCES WILL SFA BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE CONTENT ON THE WEBSITES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE WEBSITES. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT ON THE WEBSITES.

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Limitation of Liability

In no event shall SFA, its partners, sponsors, advertisers, agents or licensors, or any third parties mentioned on the Websites be liable for any damages (including, without limitation, incidental, consequential or other indirect damages, personal injury/wrongful death, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use the Websites, the Content or any communications of the Websites, whether based on warranty, contract, tort, or any other legal theory, and whether or not SFA is advised of the possibility of such damages. SFA is not liable for any personal injury, including death, caused by your use or misuse of the Websites or Content.

In addition, when using the Websites, information will be transmitted over a medium which is beyond the control and jurisdiction of SFA, its partners, advertisers, and sponsors or any other third party mentioned on the Websites. Accordingly, SFA assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Websites.

IN NO EVENT SHALL OUR LIABILITY, OR THE LIABILITY OF OUR AFFILIATES AND SUBSIDIARIES FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE WEBSITES EXCEED THE TOTAL AMOUNT OF FEES THAT YOU PAID US DURING THE ONE-YEAR PERIOD PRIOR TO YOUR CLAIM FOR THE SPECIFIC SERVICE AT ISSUE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Indemnification

You agree to defend (at SFA’s option), indemnify and hold the SFA and any of its officers, directors, agents, and employees, harmless from any and all liabilities, claims or demands, damages, costs, and expenses, including reasonable attorneys' fees, made by any third party due to or arising out of your activity on the Websites or your breach of these Terms and Conditions. We reserve the right, at our expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in any case, you agree to cooperate with us if and as requested by us in the defense and settlement of such matter.

Dispute Resolution

By using the Websites, you and SFA agree that, if there is any controversy, claim, action, or dispute arising out of or related to your use of the Websites or the breach, enforcement, interpretation, or validity of these Terms & Conditions or any part of them (“Dispute”), both parties shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute and allowing the receiving party thirty (30) days in which to respond to or settle the Dispute. Notice shall be sent as follows:

  • For Notices to SFA: You must send notice (1) by electronic mail to datagovernance@specialtyfood.com and (2) by certified mail, Federal Express, or UPS to 136 Madison Avenue, 12th Floor, New York, NY 10016.
  • For Notices to Users: We will send notice by certified mail, Federal Express, or UPS to the physical address we have on file for you and by electronic mail to the email address we have on file for you (assuming we have both types of contact information on file). If we do not have a physical or email address on file for you, or if we are, for any reason, unable to provide notice via the contact information on file, we reserve the right to provide notice by such means as we deem reasonable.

Both you and SFA agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any litigation or filing any claim against the other party.

IF ANY DISPUTE CANNOT BE RESOLVED BY THE ABOVE DISPUTE RESOLUTION PROCEDURE, YOU AGREE THAT SUCH DISPUTE WILL BE DECIDED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT TO HAVE A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, COLLECTIVE OR REPRESENTATIVE CAPACITY. Other rights that you and we would otherwise have in court will not be available or will be more limited in arbitration, including discovery and appeal rights.

All such Disputes shall be exclusively submitted to Judicial Arbitration and Mediation Services (JAMS) (www.jamsadr.com) for binding arbitration under its rules then in effect (as modified by this agreement to arbitrate), before one arbitrator to be mutually agreed upon by both parties. The arbitration shall be conducted in accordance with the JAMS Consumer Arbitration Minimum Standards (https://www.jamsadr.com/consumer-minimum-standards/) if it is determined by JAMS or the arbitrator that these standards are applicable to the Dispute. The location of any hearings will be determined by the applicable JAMS rules, provided that if the claim is for $10,000 or less, you may choose to have the arbitration conducted (1) solely on the basis of the documents submitted to the arbitrator or (2) through a non-appearance based hearing by teleconference or videoconference.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Dispute arising under or relating to the interpretation, applicability, enforceability, or formation of these Terms & Conditions, including any claim that all or any part of these Terms & Conditions are void or voidable. For the avoidance of doubt, you and SFA agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of this agreement to arbitrate or the arbitrability of any claim or counterclaim. The arbitrator may award (on an individual basis) any relief that would be available in a court. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.

Notwithstanding the foregoing, in lieu of arbitration either you or SFA may (1) bring an individual claim in small claims court in the United States consistent with any applicable jurisdictional and monetary limits that may apply and (2) file an individual claim in court to enjoin the infringement or other misuse of its intellectual property rights, provided that any such claim is brought and maintained on an individual basis.

Choice of Law

You agree that the laws of the United States and the State of New York govern these Terms & Conditions and any claim or dispute that you may have against us, without regard to New York’s or any other jurisdiction’s conflict of laws rules.

The parties acknowledge that these Terms & Conditions evidence a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of these Terms & Conditions shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).

Choice of Forum

Except for disputes or claims properly lodged in a small claims court in the United States, any disputes or claims not subject to the arbitration provision discussed above shall be resolved by a court located in New York and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. You further agree that any such claims will be brought and maintained solely on an individual basis and not as part of any class, consolidated, collective or representative capacity, and that you waive your right to a jury trial with respect to any such action.

Modification & Termination

We reserve the right to modify these Terms & Conditions at any time. When we do so, we will update the “Effective Date” above and/or provide notice to users by any other means we deem reasonable, in our sole discretion. By continuing to use the Websites, or any portion thereof, after we post any such changes, you accept these Terms & Conditions, as modified. We may change, restrict access to, suspend or discontinue the Websites, or any portion of the Websites, at any time and at our sole discretion.

We shall have the right to immediately terminate these Terms & Conditions and your use of the Websites at any time and for any reason, including if we consider your use of the Websites to be unacceptable, or in the event of any breach by you of these Terms & Conditions. The provisions of these Terms & Conditions that, either explicitly or by their nature, must remain in effect even after termination of these Terms & Conditions, shall survive termination.

Miscellaneous

  • No waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to a subsequent or similar breach or breaches. If SFA does not exercise or enforce any legal right or remedy which is contained in these Terms & Conditions (or which SFA has the benefit of under any applicable law or regulation), such action or inaction shall not be taken to be a formal waiver of SFA’s rights, and all such rights or remedies shall still be available to SFA.
  • Severability. If any provision of these Terms & Conditions is held to be invalid by a court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms & Conditions, which shall remain in full force and effect.
  • Entire Agreement. These Terms & Conditions, including any Additional Terms, set forth the entire understanding and agreement between us with respect to your use of the Websites.
  • Assignment. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms & Conditions without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these Terms & Conditions without restriction.
  • No Relationship. These Terms & Conditions do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and SFA.
  • Notice to California Residents. You may reach SFA at the contact information provided below. California residents may also reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Contacting SFA

If you have any questions about these Terms & Conditions, please contact us at the following address:

Specialty Food Association, Inc.
datagovernance@specialtyfood.com
136 Madison Avenue, 12th Floor
New York, NY 10016