Terms and Conditions

Terms and Conditions

 

Effective Date: October 28, 2024

 

1. Binding Agreement

 

These Terms & Conditions apply to all websites, apps, and online services operated or controlled by the Specialty Food Association (“SFA,” “we,” “us,” and “our”), or a third-party agent of SFA, where these Terms & Conditions are posted (the “Websites”). These Terms & Conditions represent a binding agreement between you and SFA. 

 

YOUR AFFIRMATIVE ACT OF USING THE WEBSITES SIGNIFIES THAT YOU (A) ARE AT LEAST 18 YEARS OF AGE AND ABOVE THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE AND (B) HAVE READ AND AGREE TO THESE TERMS & CONDITIONS.  If you do not agree to be bound by ALL TERM OF these Terms & CONDITIONS, or if these Terms & CONDITIONS are not enforceable where you are located, you may not use the webSites. We would not provide the webSites without the conditions HEREIN. If you later seek to repudiate THESE TERMS & CONDITIONS or any aspect thereof, you agree that such action would constitute a breach of these Terms & conditions, prohibiting you from enforcing any aspect of the Terms & conditions and entitling us to damages resulting from your breach. AS SUCH, IF YOU DO NOT AGREE TO ANY ASPECT OF THE TERMS & CONDITIONS, PLEASE DO NOT USE THE WEBSITES. 

 

If you are an individual using the Websites on behalf of, or for the benefit of, any corporation, partnership, or other entity with which you are associated (an “Organization”), then you are agreeing to these Terms & Conditions on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to these Terms & Conditions. In that case, references to “you” and “your” in these Terms & Conditions will refer to both the individual using the Websites and to any such Organization. 

 

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. All Additional Terms are hereby incorporated into these Terms & Conditions by reference. As such, any reference to the “Terms & Conditions” in this agreement includes the Additional Terms. From time to time, Additional Terms may conflict with the provisions herein. In the event of such a conflict, the Additional Terms will control. 

 

ARBITRATION NOTICE: Please note the arbitration provision set forth in Section 19, 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.

 

Content Notice: Further, as discussed in more detail elsewhere in these Terms & Conditions, 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 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. 

 

2. 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. The Privacy Notice is hereby incorporated by reference into these Terms & conditions. 

 

As such, by agreeing to these Terms & Conditions, you are representing that you have reviewed and agree to our Privacy Notice. You understand and agree that (a) SFA is justifiably relying on this representation in granting you access to the Websites and (b) if you later take legal action inconsistent with this representation, such action will constitute evidence that your representation was false. In that case, SFA may elect to terminate this agreement with you, without prejudice to our ability to seek damages resulting from your breach. If you do not agree to the practices described in our Privacy Notice, you may not use the Websites or provide us with any information. 

 

3. Ownership of the Websites

 

All content on the Websites, such as text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and software (the “Content”), is the property of SFA or its licensors. The compilation of all content on the Websites is the exclusive property of SFA. You are not permitted to use the Content without the prior written consent of SFA. 

 

The Content includes the trademarks, service marks, logos, slogans, trade names, and trade dress used on the Websites (the “Trademarks”). The absence of a trademark notice or symbol indicating the registration or ownership of a Trademark does not constitute a waiver of SFA’s or its licensors’ trademark or other rights. These Terms & Conditions do not grant you any rights to use the Trademarks. Under no circumstances are you permitted to use the Trademarks in a manner that creates a likelihood of consumer confusion. 

 

4. Limited License

 

We are providing you with access to the Websites and the Content pursuant to a limited, non-exclusive, non-sublicensable, non-transferable, revocable license (the “License”). The License is available to you unless and until you or we terminate these Terms & Conditions, we otherwise suspend or terminate your access to the Websites, or you are barred from using the Websites by applicable law. SFA reserves all right, title, and interest not expressly granted under the License to the fullest extent possible under applicable law. 

 

Under the License, SFA authorizes you to use the Websites and the Content solely for non-commercial purposes and only in the following ways: (a) you may access and browse the Websites, and use the features made available to you, using a device that you own or are authorized to use (a “Device”); (b) you may download the Content from the Sites and print out a hard copy, provided that you do not modify it in any way and do not remove or alter any copyright or other notice contained thereon; (iii) you may install a copy of any mobile applications that we make available from time to time (collectively, the “Apps”) on a Device; and (iv) your Device may temporarily store copies of the Content incidental to your use of the Websites.     

 

Otherwise, you may not, either directly or through use of any device, software, internet site, web-based service, or other means, modify, publicly display, distribute, broadcast, stream, transmit, translate, port, publish, sublicense, loan, transmit, stream, upload, reproduce, copy, store, participate in the transfer or sale of, create derivative works of, or in any way exploit the Content or any portion of such Content, except as expressly approved by SFA in writing. Without limiting the preceding sentence, you may not use any data mining, robots, or similar data gathering and extraction tools on the Websites or the Content or frame any portion of the Websites or the Content without our prior written consent, and you may not circumvent any mechanisms included on the Websites for preventing the unauthorized reproduction or distribution of the Content. 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. Any use of the Website or the Content not expressly permitted under the License is a breach of these Terms & Conditions and may violate U.S. or international copyright, trademark, and/or other laws. 

 

Finally, the Websites are intended for users genuinely interested in our services. Under no circumstances may the Websites or the Content be used for the purpose of, or with the intention of, initiating litigation or arbitration, including using the Websites in order to trigger or induce an alleged violation of any law (“Litigation Purposes”). Use of the Websites for Litigation Purposes is strictly prohibited, exceeds the parameters of the License, and, as such, constitutes a breach by you of these Terms & Conditions. In such circumstances, SFA may elect to terminate these Terms, without prejudice to our ability to seek damages, including attorneys’ fees, resulting from your breach. 

 

5. Chatbot

 

From time to time, the Websites may include a generative artificial intelligence-powered chatbot service (the “Chatbot”). If you interact with the Chatbot, you are not communicating with a human representative of SFA; you are communicating with an automated system that generates responses to your inputs based on machine-learning algorithms (“Chatbot Output”). 

 

The Chatbot is provided for the limited purposes of providing information and responding to inquiries concerning the Websites and SFA’s services, events, and membership. You agree to use the Chatbot solely for the intended purposes set forth in the preceding sentence and otherwise in compliance with these Terms & Conditions. 

 

THE Chatbot is provided on an “as is” and “as available” basis, and SFA makes no representation, warranty, or guarantee, whether express or implied, regarding the Chatbot, including the Chatbot Output. You agree that SFA will not be liable in any way in connection with your use of or inability to use the Chatbot, including any Chatbot Output and YOUR reliance on such output.

 

Chatbot Output is provided for general informational purposes only. Due to the nature of machine learning and generative artificial intelligence, Chatbot Output may be incorrect, out of date, incomplete, or misleading, and may contain errors, inaccuracies, and omissions. You should always verify Chatbot Output and should never rely solely on it. You agree that you are responsible for any decisions made or actions taken by you based, in whole or in part, on Chatbot Output. Unless we state otherwise in writing, any views or opinions expressed in Chatbot Output do not necessarily reflect those of SFA and should not be attributed to SFA.

 

Chatbot Output may not be unique across users, and the Chatbot may generate the same or similar Chatbot Output for other users of the Chatbot. While you have the right to use Chatbot Output generated in response to your inputs, you have no ownership rights or interest in any Chatbot Output. 

 

You understand and agree that information that you share with the Chatbot may not be kept confidential. As such, you agree not to share any sensitive or personal data, or any proprietary or confidential information, with the Chatbot. Your interactions with the Chatbot may be recorded and retained by SFA for the purpose of addressing your inquiries and otherwise assisting you, improving the operation of the Chatbot, and for any other purposes described in our Privacy Notice, and we may disclose these records to third parties in a manner consistent with our Privacy Notice.  

 

6. Video Content 

 

The Websites may contain video content, audiovisual content, or content of a like nature (collectively, “Video Content”). Video Content is provided for the purpose of enhancing the user experience on the Websites and is, therefore, provided in connection with SFA’s business activities related to the specialty food industry. SFA is not in the business of renting, selling, or delivering Video Content in a commercial manner. By using the Sites, you agree that SFA is not a “video tape service provider,” as defined in the Video Privacy Protection Act (“VPPA”), 18 U.S.C.A. § 2710 or similar state laws.

 

Further, the Websites may include online technologies and code-based tools, including cookies, pixels, web beacons, and software development kits, that track information about your activity on the Websites and/or your browser (collectively, “Cookies”). Cookies may result in information about your activity on the Websites being transmitted from your browser to SFA and to third parties, which, in turn, may result in the display of targeted advertisements on third-party websites, services, or platforms (“External Sites”). Whether Cookies on the Websites result in your browser’s transmission of information to third parties depends on a number of factors that may be outside of SFA’s knowledge or control, including what External Sites you use, what information you have provided to External Sites, and whether (and the extent to which) you have limited the use of Cookies by the operators of External Sites. 

 

You hereby acknowledge and agree that, if Cookies on the WEBSites result in your browser’s transmission of information to External Sites, (i) such transmissions do not constitute a “knowing disclosure” of “personally identifiable information” by SFA under the VPPA and (ii) you will not initiate any litigation or otherwise assert any claim against SFA based, in whole or in part, on such transmissions, whether under the VPPA, the California Invasion of Privacy Act (Cal. Penal Code § 630 et seq.), or any other statute, regulation, or cause of action.  

 

7. Registered Users

 

To access certain portions of the Websites, you must register with SFA and create an Account (defined below). 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 SFA, its members, and members’ products, and to communicate with 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, you may prevent the information on your dashboard from being 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 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.

 

You are responsible for maintaining the confidentiality of your account credentials, and you agree to accept responsibility for all activities and omissions that occur under your account or user profile or on your dashboard (collectively, your “Account”). 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 in connection with your Account, and you agree to otherwise 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 terminate or suspend your use 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 in or related to your Account, including usernames, to comply with applicable laws and lawful government requests.

 

8. 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 (“Anticompetitive Behavior”). 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 Anticompetitive Behavior 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; or
  • Specific customers or vendors to avoid.

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, mere statements about these topics may demonstrate a violation.

 

 

9. Membership Dues & Billing

 

A. 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 by reviewing our 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 membership 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, we will tell you how to accept those changes (to the extent required by applicable law). Price changes for Membership Dues will take effect at the start of the next Membership Period.

 

By registering for a 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 payment method unless a new payment method is provided. Membership is automatically revoked for failure to timely pay dues within 60 days.

B. Membership Autorenewal; Recurring Fee Authorization

Your membership will automatically renew every TWELVE (12) months. By registering for a membership, you authorize us to charge your designated payment method in the amount of the then-current Membership Dues each year AT THE TIME OF your membership renewal. A receipt for each payment will be provided and the charge will appear on the account associated with your payment method. We will notify you in advance of the upcoming membership renewal and automatic Membership Dues payment. Your membership will continue to automatically renew, meaning you will automatically be charged for the annual Membership Dues, until your membership is cancelled. 


C. MEMBERSHIP CANCELLATION

You have the right to cancel your membership without fee or penalty at any time. To cancel your membership, please email [email protected]. Cancellation takes effect only at the conclusion of the Membership Period then in effect, meaning you will retain your membership benefits for the remainder of the then-current Membership Period, but they will cease thereafter. All payments already made and/or charged are nonrefundable. 


10. Website Transactions

 

Certain areas of the Websites may permit users to place orders for the purchase products or services, including memberships, physical merchandise, and registration for events (collectively “Orders”). You agree to provide current, complete, and accurate purchase information for all Orders placed 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 Orders and contact you as needed.

The payment methods that we accept will be set forth on the Websites and may change from time to time. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT METHOD DESIGNATED FOR AN ACCOUNT OR ORDER. By submitting any information to us in connection with an Order, you grant to SFA the right to provide such information to third parties for purposes of facilitating the completion of your Order. Verification may be required prior to the completion of an Order. 

By placing an Order, you are submitting a request to purchase the relevant product or service from SFA. As such, your receipt of a confirmation email or similar acknowledgment means only that your request has been received; it does not mean that your Order has been accepted or that the price or availability of the product or service has been confirmed. 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 Account or credit card or 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 associated with the Order. We also reserve the right to refuse any Orders that appear to be placed by unauthorized dealers, resellers, or distributors, and to cease doing business with any such customers with no further notice. 

The shipping methods available for Orders involving physical products will be presented on the Websites and may change from time to time. When such an Order has been confirmed, accepted, and processed, we will ship the Order according to the applicable shipping method. We only ship Orders to certain geographic areas. If you request shipment to an address in a geographic area to which we do not ship, either (a) you will be prevented from placing the Order or (b) we will cancel the Order upon receipt or otherwise communicate with you regarding the issue. We reserve the right to send components of a single Order in multiple shipments. Unless we agree otherwise, the risk of loss for and title to products purchased on the Sites passes to the purchaser upon delivery to the carrier.

You agree to pay all charges incurred by you or on your behalf through the Websites at the price in effect when incurred, including any shipping charges. You are solely responsible for any taxes applicable to your Order, regardless of whether tax is included in the purchase price on the Websites. Further, it is your responsibility to comply with all applicable laws concerning the receipt, possession, and use of any product or service obtained from the Websites. Any offer for any product or service made on the Websites is void where prohibited.


11. Errors on the Websites; Product Information

The Websites may contain errors, inaccuracies, and omissions (“Errors”) and such Errors may relate to product or service information, including descriptions, pricing, promotions, offers, and availability (collectively, “Product Information”). Certain products or services displayed on the Websites may have limited quantities and may not always be available. 

We reserve the right to correct any Errors and to otherwise change or update the information on the Websites at any time and without prior notice. In the event that any Errors affect an Order you have placed, and we do not cancel the Order (which we have the right but not the obligation to do), your sole remedy is to return your Order, to the extent available under any applicable SFA return policy. All prices displayed on the Websites are in USD and are subject to change without 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.


12. User Content

 

If you post content or submit material to, on, or through the Websites (“User Content”), you will retain ownership of any intellectual property rights you have in such content. However, in exchange for the opportunity to use the Websites, you automatically grant 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, display, and otherwise use and exploit your User Content throughout the world, in any media or medium, and 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 (the “User Content License”). 

 

Pursuant to the User Content License, User Content 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 User Content for any purpose whatsoever, including developing, manufacturing, and marketing products incorporating such information.

 

All User Content on the Websites is considered part of the Content. As such, aside from the limited right to access and use the Websites and the Content granted in the License, you may not use or exploit User Content shared by another party in any way without the prior written permission of the owner of such content. Further, User Content has not necessarily been reviewed or approved by SFA, and we, therefore, make no representations or warranties as to the accuracy, reliability, completeness, timeliness, or any other aspect of any User Content. Any views or opinions expressed in User Content belong to the users who shared the content and not to SFA. Your reliance on any User Content is done entirely at your own risk. You understand and agree that we are not responsible for, and shall have no liability related to, any User Content, including your reliance on such content. 

 

13. User Conduct

By using the Websites, you agree not to share any User Content or otherwise 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, hateful, or discriminatory on the basis of race, ethnicity, nationality, sex, gender, sexual orientation, religion, or age;
  • 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; 
  • Violates, or encourages to violate, any applicable local, state, national, or international law, regulation, or order; or
  • Is for any commercial or for-profit manner or purpose, including, but not limited to, for the purpose of, or with the intention of initiating, future litigation or arbitration, including using the Websites in order to trigger or induce an alleged violation of any law.

 

You agree that the SFA has the right but not the obligation to monitor the Websites for compliance with these Terms & Conditions, and to edit, remove, modify, or refuse to post any User Content for any reason, including due to a violation of these Terms & Conditions, whether for legal or other reasons. Notwithstanding this right of ours, users shall remain solely responsible for the User Content that they share on or through the Websites. 

 

You agree that SFA has the right to (i) disclose your identity or other relevant information about you to any third party who claims that your User Content violates their rights; (ii) take legal action, including referral to law enforcement, with respect to any suspected illegal or unauthorized use of the Websites; and (iii) cooperate with any law enforcement authorities or lawful governmental request requesting or directing us to disclose the identity or information of any user of the Websites. 

 

You hereby waive any claims related to or resulting from any action or inaction of SFA with respect to (i) monitoring the Websites; (ii) deleting, removing, modifying, or refusing to post any User Content; (iii) determining or enforcing compliance with these Terms & Conditions; and (iv) cooperating with law enforcement or a lawful governmental request concerning any matter related to the Websites. You further agree that SFA shall not be liable to you with respect to any other user’s conduct that is prohibited under these Terms & Conditions.   

 

Notwithstanding the use restrictions in this Section 13, nothing in these Terms & Conditions shall prohibit or restrict your ability to (i) make any “statement” protected by Cal. Civ. Code § 1670.8; (ii) engage in a “covered communication” as defined by the Consumer Review Fairness Act, 15 U.S.C.A. § 45b; or (ii) express or publish any review, performance assessment, or similar analysis (collectively, “Reviews”) about SFA, its employees or agents, or its products or services, to the extent that such Reviews are protected under applicable law. 

 

14. External Sites & Third-Party Content

 

SFA makes no representation nor has any control over the content of any External Sites that may be accessed from the Websites by hyperlink or otherwise, including websites controlled by SFA members. A link to an External Site does not mean that the SFA endorses or accepts any responsibility for the content or use of such website. Any terms and conditions and policies applicable to an External Site are set by the operator of the External Site and not by SFA. 

 

On the Websites, SFA provides content licensed to us by, or otherwise related to, third parties (“Third-Party Content”), including third-party product information. Such content is provided solely for the convenience of users of the Websites and without any endorsement by SFA of the relevant third party or its products. Without limiting the preceding sentence, Third-Party Content featuring food-related information does not constitute SFA’s endorsement of any particular product, food, diet, or regimen.


15. Linking to the Websites

 

You are permitted to establish a hyperlink to a homepage of the Websites, provided that (i) you do so in a manner that is legal and does not state or imply any endorsement of or affiliation with the originating website, application, or service (the “Originating Site”) by SFA; (ii) the Originating Site contains no content that you would be prohibited from sharing on the Websites pursuant to these Terms & Conditions or any applicable law; (iii) the Originating Site is owned by you or you have express written consent from the owner to establish the link; and (iv) you do not establish a deep-link or otherwise link to any page other than a homepage of the Websites. You agree to cooperate with us as requested to remove any links that we determine violate these Terms & Conditions. We reserve the right to withdraw linking permission at any time and without notice. 

 

16. Disclaimer of Warranties

 

A. THE WEBSITES 

 

THE WEBSITES AND THE CONTENT ARE PROVIDED "AS IS” and “AS AVAILABLE." 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 (INCLUDING USER CONTENT), OR ANY EXTERNAL SITE OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE WEBSITES. 

 

FOR AVOIDANCE OF DOUBT, SFA DISCLAIMS ANY WARRANTIES THAT (A) THE WEBSITES OR THE CONTENT ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ERROR-FREE, ACCURATE, RELIABLE, TIMELY, SECURE, CONFIDENTIAL, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING; (B) THE WEBSITES OR THE CONTENT WILL MEET YOUR REQUIREMENTS OR NEEDS, WILL BE AVAILABLE AT ALL TIMES OR WITHOUT INTERRUPTION, OR WILL BE ACCESSIBLE FROM ALL LOCATIONS OF YOUR CHOOSING; OR (C) THAT THE SERVICES THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITES, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, AND ACCURATE OR WILL MEET YOUR REQUIREMENTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SFA OR A REPRESENTATIVE SHALL CREATE A WARRANTY.

 

WITHOUT LIMITING THE FOREGOING, SFA DOES NOT ENDORSE AND MAKES NO WARRANTY REGARDING THE ACCURACY OR RELIABILITY OF ANY OF THE CONTENT, INCLUDING 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 THE CONTENT. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, AND USEFULNESS OF THE CONTENT. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC CONTENT.

 

B. PRODUCTS & SERVICES


YOU UNDERSTAND AND AGREE THAT, UNLESS WE EXPRESSLY STATE IN WRITING THAT A WARRANTY APPLIES, THE PRODUCTS AND SERVICES AVAILABLE FOR YOUR ACQUISITION ON THE WEBSITES, including by purchase, ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION, WARRANTY, OR GUARANTEE OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT. 


D. ADDITIONAL RIGHTS


SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME THE ABOVE EXCLUSIONS in this section 16 MAY NOT APPLY TO YOU. FOR CLARIFICATION, NOTHING IN THESE TERMS & CONDITIONS SEEKS TO EXCLUDE ANY WARRANTIES THAT CANNOT BE EXCLUDED BY APPLICABLE LAW. YOU AGREE, HOWEVER, THAT THE TERMS OF THIS SECTION 16 SHALL APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. 

 

17. Limitation of Liability

 

A. OUR LIABILITY TO YOU 

 

In no event shall SFA, its officers, employees, partners, sponsors, advertisers, agents, licensors, affiliates, suppliers, successors, OR assigns (COLLECTIVELY, the “Released Parties”) be liable for THE FOLLOWING DAMAGES (IF ANY) ARISING IN CONNECTION WITH YOUR USE OF (OR INABILITY TO USE) THE webSITES OR ANY PRODUCTS OR SERVICES OBTAINED THROUGH THE WEBSITES: (a) incidental, consequential, special, STATUTORY, exemplary, punitive, or other indirect damages; (B) loss of use, profits, DATA, or business, whether direct or indirect; (c) DAMAGES, INCLUDING FOR ANY DELAY OR FAILURE IN PERFORMANCE, ARISING FROM CAUSES BEYOND THE REASONABLE CONTROL OF THE RELEASED PARTIES; (D) DAMAGES ARISING FROM THE CONDUCT OF OTHER USERS OF THE SITES or their user content; (E) or damages relating to the delay, failure, interruption, disclosure, or corruption of any data or information transmitted in connection with, OR BY USING, the Sites.

 

IN NO EVENT SHALL THE COLLECTIVE LIABILITY OF THE RELEASED PARTIES IN CONNECTION WITH ANY DISPUTE (DEFINED BELOW) EXCEED THE GREATER OF (A) $100 USD OR (B) THE TOTAL AMOUNT YOU PAID US IN CONNECTION WITH YOUR USE OF THE SITES DURING THE ONE-YEAR PERIOD PRIOR TO THE DATE WHEN THE FIRST CLAIM RELATED TO THE DISPUTE AROSE.

 

THE LIMITATION OF LIABILITY IN THIS SECTION 17 APPLIES regardless of legal theory, whether or not THE RELEASED PARTIES are advised of the possibility of such damages, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU UNDERSTAND AND AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION 17 IS AN ESSENTIAL ASPECT OF OUR ABILITY TO PROVIDE THE webSITES TO YOU AND THAT WE WOULD NOT BE ABLE TO DO SO WITHOUT it.

 

B. ADDITIONAL RIGHTS 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE LIMITATIONS OR EXCLUSIONS IN THIS SECTION 17 MAY NOT APPLY TO YOU. FOR CLARIFICATION, NOTHING IN THESE TERMS SEEKS TO EXCLUDE OR LIMIT ANY DAMAGES THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. YOU AGREE, HOWEVER, THAT THE TERMS OF THIS SECTION 17 SHALL APPLY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW. 

 

18. Indemnification

 

You agree to defend (at SFA’s option), indemnify, and hold harmless the Released Parties from any and all liabilities, claims, demands, damages, costs, and expenses (including reasonable attorneys' fees of counsel selected in our sole discretion and other legal costs), made by any third party due to or arising out of (a) your breach of these Terms & Conditions, (b) your User Content, or (c) your violation of the rights of any third party. We reserve the right  to assume exclusive defense and control of any matter otherwise subject to indemnification by you and you agree to cooperate with us if and as requested in the defense and settlement of such matter. You agree never to settle any matter for which your indemnification is required absent our prior written consent. 

 

Separately, if you initiate (or threaten to initiate) any litigation, arbitration, or otherwise assert any claim against the Released Parties that is based or relies, in whole or in part, upon a repudiation or breach of any promise, representation, warranty, agreement, or consent that you have made to or with SFA pursuant to these Terms & Conditions (collectively “Prohibited Legal Actions”), you agree to indemnify and hold the Released Parties harmless from any and all liabilities, claims, demands, damages, costs, and expenses (including reasonable attorneys’ fees of counsel selected in our sole discretion and other legal costs) that arise from or relate to the Prohibited Legal Action, regardless of the legal theory of the Prohibited Legal Action and whether it is brought or asserted individually or as part of a collective or class proceeding.   

 

19. Dispute Resolution; Arbitration

 

If there is any controversy, claim, action, or dispute arising out of or related to your use of the Websites, including any products or services you obtain via the Websites, or the breach, enforcement, interpretation, or validity of these Terms & Conditions or any part of them (a “Dispute”), you and SFA agree to resolve the Dispute through the dispute resolution procedures set forth in this Section 19, even if the Dispute arose prior to the Effective Date of these Terms. 

 

A. Informal Dispute Resolution 

 

You and SFA agree to first attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve the Dispute informally. The party with the complaint (the “Complaining Party”) shall send written notice to the other party (the “Receiving Party”) describing the facts and circumstances of the Dispute (a “Dispute Notice”).  

 

All Dispute Notices must: (1) be signed by the Complaining Party; (2) include the Complaining Party’s name, physical address, and email address; (3) describe with specificity the nature and basis of the Dispute in a manner sufficient for the Receiving Party to evaluate the merits of the Complaining Party’s individualized claim, and (4) set forth the alleged damage and harm suffered and the specific relief sought with a calculation for it. Each Dispute Notice is limited to a single Dispute between you and SFA. As such, your Dispute and the Disputes of other parties may not be combined into a single Dispute Notice.   

 

Dispute Notices shall be sent as follows:

 

  • For Notices to SFA: You must send notice (a) by electronic mail to [email protected] and (b) by certified mail, Federal Express, or UPS to 136 Madison Avenue, 12th Floor, New York, NY 10016. 

 

  • For Notices to You: We will send notice (a) by certified mail, Federal Express, or UPS to the physical address we have on file for you and (b) 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 any reasonable means.

 

You and SFA agree to attempt to resolve the Dispute through informal negotiation within sixty (60) days beginning on the date that a valid Dispute Notice is received by the Receiving Party (the “Informal Negotiation Period”). During the Informal Negotiation Period, the parties are required to conduct an individual meet-and-confer in person, or via teleconference or videoconference, that addresses only the Dispute between you and SFA (the “Conference”). If you are represented by counsel, your counsel may participate in the Conference, but you will also need to participate. SFA will participate in the Conference through one or more representatives, which may include our counsel.

 

Both you and SFA agree that the foregoing dispute resolution procedure (the “Informal Dispute Resolution Procedure”) is a condition precedent that must be satisfied before initiating any arbitration or litigation or otherwise filing any claim against the other party. If any aspect or requirement of the Informal Dispute Resolution Procedure has not been completed or satisfied, the parties agree that (i) a court of competent jurisdiction can enjoin the filing or prosecution of any arbitration or litigation and (ii) unless prohibited by law, no arbitration administrator shall accept or administer any arbitration or demand fees in connection with the Dispute. 

 

B. Individual Arbitration

 

IF ANY DISPUTE CANNOT BE RESOLVED BY THE INFORMAL 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 NEITHER PARTY WILL HAVE, AND WE EACH HEREBY WAIVE, THE RIGHT TO HAVE A JUDGE OR JURY TO DECIDE ITS CLAIMS, AND THAT NEITHER PARTY IS PERMITTED TO PROCEED IN A CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE CAPACITY. Other rights that you and we would otherwise have in court may not be available or may 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 these Terms & Conditions), before one arbitrator to be mutually agreed upon by both parties (a Dispute submitted to JAMS for arbitration being a “Demand for Arbitration”). The arbitration shall be conducted in accordance with the JAMS Consumer Arbitration Minimum Standards (https://www.jamsadr.com/consumer-minimum-standards/) if (and only 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, either party may choose to have the arbitration conducted (1) solely on the basis of the documents submitted to the arbitrator or (2) through a 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 Section 19 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 a court of competent jurisdiction. 

 

C. Mass Arbitration

 

This Section 19(C) applies to Mass Arbitrations (defined below) and supersedes any provision to the contrary in these Terms & Conditions. 

 

If you or SFA files a Demand for Arbitration that is one of fifty (50) or more similar Demands for Arbitration filed against the other party (i.e., against you or SFA, as applicable) by parties represented by the same law firm or law firms acting in coordination (“Mass Arbitration”), the arbitration of the Dispute, and all other Disputes constituting the Mass Arbitration, shall be conducted in accordance with the JAMS Mass Arbitration Procedures and Guidelines, including the JAMS Mass Arbitration Fee Schedule (the “Mass Arbitration Procedures”). The Mass Arbitration Procedures are available at www.jamsadr.com/mass-arbitration-procedures. 

 

You and SFA agree that, in the event of a Mass Arbitration, any issues arising under or relating to (a) the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms & Conditions are void or voidable or (b) the jurisdiction of the arbitrator, including any objections with respect to the existence, scope, or validity of this Section 19, or the arbitrability of any claim or counterclaim, shall be decided by a court of competent jurisdiction. 

 

D. Exceptions

 

Notwithstanding any other provision of this Section 19, either you or SFA may (a) bring a claim or elect to resolve a Dispute in small claims court in the United States consistent with any applicable jurisdictional and monetary limits that may apply (so long as the action is litigated exclusively in small claims court and not removed or appealed to a court of general jurisdiction) and (2) file a claim in court to (i) enjoin the infringement or other misuse of its intellectual property rights or (ii) seek a declaration that the other party is in breach of these Terms & Conditions, provided that any such claim is brought and maintained on an individual basis. You and SFA agree that any claims referenced in the preceding sentence must be brought and maintained solely on an individual basis. 

 

In addition, nothing in these Terms & Conditions prohibits you or us from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).

 

20. Choice of Law

 

You agree that the laws of the United States and the State of New York govern these Terms & Conditions, your use of the Websites, and any Dispute, without regard to New York’s or any other jurisdiction’s conflict of laws rules. Any arbitration conducted pursuant to these Terms & Conditions shall be governed and construed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16), including all defenses thereto.


21. Choice of Forum

 

Except for claims properly submitted to a small claims court in the United States, any Disputes not subject to arbitration pursuant to Section 19, including those discussed in Section 19(D), 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, to the extent permitted by law, (a) 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 (b) we each waive our right to a jury trial with respect to any Dispute. 

 

22. Use Outside of the United States

 

SFA controls and operates the Websites from within the United States and makes no representation or warranty that the Websites are appropriate or available for use or access in any location outside of the United States. Anyone using or accessing the Websites from outside the United States does so on their own risk and is responsible for compliance with all applicable laws and regulations, including U.S. and international export control laws and regulations. 


23. Modification & Termination

 

A. Modification of these Terms & Conditions 

 

We reserve the right to modify these Terms & Conditions at any time. When we do so, we will update the “Effective Date” above. For material changes, we will seek to supplement such notice by email, a pop-up message on the Websites, another prominent notice on the Websites, or by other reasonable means. By continuing to use the Websites, or any portion thereof, after we post any such changes, you accept these Terms & Conditions as modified.

 

B. Termination of these Terms & Conditions 

 

These Terms & Conditions will continue to apply until terminated by either you or SFA. We shall have the right to immediately terminate these Terms & Conditions, or suspend or terminate your use of the Websites, at any time if (a) we determine that there has been any breach by you of these Terms & Conditions, (b) we stop providing the Websites or any material component thereof, or (c) as we believe necessary to comply with applicable law. You may terminate these Terms & Conditions by (a) sending us an email at [email protected] stating that you would like to terminate this agreement and (b) deleting your account (if applicable). 

 

If you or we terminate these Terms & Conditions, or if we suspend or terminate your access to the Websites, you agree that (a) your right to access and use the Websites ceases immediately, (b) we shall have no liability to you in connection with such suspension or termination, and (c) except as expressly provided otherwise by SFA, we will not refund any amounts that you have already paid to us. 

 

The following provisions shall survive the termination of these Terms & Conditions: Sections 1, 2, 3, 5, 6, 12, 13, 16, 17, 18, 19, 20, 21, and 24, and any provisions of these Terms & Conditions that, either explicitly or by their nature, must remain in effect even after termination of these Terms & Conditions. 

 

C. Modification of the Websites

 

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. You acknowledge and agree that SFA will not be liable for any such actions.

 

24. Miscellaneous

 

A. Interpretation 


In these Terms & Conditions, the words “include,” “includes,” and “including” are used in an illustrative sense and shall be construed as if followed by “without limitation.” Titles and headings to sections herein are included for convenience only and are not intended to affect the meaning or interpretation of these Terms & Conditions. Any limited or specific disclaimers or limitations of liability found in these Terms & Conditions shall not limit the effect, force, or breadth of any other disclaimers or limitations of liability in these Terms & Conditions. When these Terms & Conditions refer to a decision or action that will or may be made or taken by SFA, such decision or action shall be made, taken, or refrained from in SFA’s sole discretion and judgment.   

 

B. No waiver 

 

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.

 

C. 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.

 

D. Entire Agreement

 

These Terms & Conditions (which, for avoidance of doubt, includes all Additional Terms), set forth the entire understanding and agreement between us with respect to your use of the Websites.

 

E. 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.

 

F. 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.

 

G. Notice to California Residents

 

The following terms apply to California residents:

 

  1. 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.

 

  1. With respect to any limitations or disclaimers of warranties or liability included in these Terms, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

 

H. Notice Regarding Apple

 

If you download any of our Apps from Apple, Inc.’s (“Apple”) App Store, or if you are using an App on an iOS device, the following terms and conditions apply to you: 

 

  1. These Terms & Conditions are between you and SFA. Apple is not a party to these Terms & Conditions and Apple is not responsible for the Apps or the content thereof. To the extent that you download an App from the App Store or use an App on an iOS device, the License is (a) limited to a license to use the App on Apple-branded products you own or control and (b) subject to (i) the Usage Rules set forth in the App Store Terms of Service and (ii) any applicable third-party terms.  

 

  1. Apple has no obligation to furnish any maintenance or support services with respect to the Apps. In the event of any failure of the App to conform to an applicable warranty (if any), you may notify Apple and Apple will refund the applicable purchase price of the App (if any) to you. To the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App, including: (1) product liability claims; (2) any claim that the App fails to conform to any applicable legal or regulatory requirement; (3) claims arising under consumer protection or similar legislation; and (4) claims with respect to intellectual property infringement. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights. 

 

  1. Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms & Conditions. Upon your acceptance of these Terms & Conditions, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms & Conditions against you as a third-party beneficiary.

 

I. Admissibility


You agree that all agreements, notices, disclosures, and other communications that SFA provides to you (a) via a posting on the Websites or (b) an email to an address that we have on file for you will satisfy any legal requirement that such communications be in writing. You agree that a printed version of these Terms & Conditions and/or any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms & Conditions or your use of the Websites to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. 

 

25. Contacting SFA

 

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

 

Specialty Food Association, Inc. 

[email protected] 

136 Madison Avenue, 12th Floor 

New York, NY 10016