D&B Grocers

1. Your Agreement

These Terms of Use govern your access and utilization of the website found at https://www.dandbgrocers.com (the “Website”) and the D & B Grocers Mobile Application, including all related documentation, (the “Application”) owned by D & B Grocers, Inc. (“D & B Grocers”).  BY VISITING THE WEBSITE AND DOWNLOADING, INSTALLING OR USING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT USE THE WEBSITE OR DOWNLOAD, INSTALL OR USE THE APPLICATION AND DELETE IT FROM YOUR MOBILE DEVICE., 

2. The Website

A. Permissions and Restrictions

We grant you permission to access and use the Website as set forth in these Terms of Use, provided that you agree not to: 

• alter or modify any part of the Website.
• access Website content through any unauthorized means.
• use the Website for any commercial use. 
• use the Website or its related services for the primary purpose of gaining advertising or subscription revenue.
• use the Website or its related services to attempt to compete with or displace the market for the Website’s content or any products or services featured on the Website.
• use any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that access the Website in a manner that sends more request messages to the Website servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line Web browser. (Operators of public search engines may, however, to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not for-profit caches or archives of such materials). 

You agree that you will comply with all of the terms and conditions of these Terms of Use, and all applicable local, national, and international laws and regulations.

D & B Grocers reserves the right to discontinue any aspect of the Website at any time.

B. Website Content Use

The Website’s content, including without limitation, any text, software, scripts, graphics, photos, sounds, videos, features and the like (“Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to D & B Grocers, subject to copyright and other intellectual property rights under the law.

You may access Website Content only as permitted under these Terms of Use.  D & B Grocers reserves all rights not expressly granted in and to the Website Content.

You agree not to engage in the use, copying, or distribution of any of the Website Content.  You further agree not to circumvent, disable or otherwise interfere with security-related features of the Website.

3. The Application

A. License

D & B Grocers grants you a non-commercial, non-exclusive, non-transferable, limited, terminable license to use the Application solely with your device, throughout the United States, subject to your compliance with the Agreement. The Application is licensed, not sold, to you, solely for your personal use. D & B Grocers retains all right, title, and interest in and to the Application and all related data and information, including intellectual property and proprietary rights and interests.

B. Application Use

You agree not to: 

• copy the Application.
• modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application.
• reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof.
• remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof.
• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time.

C. Updates 

D & B Grocers may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that D & B Grocers has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your mobile device settings, when your Mobile Device is connected to the internet either:

(a) the Application will automatically download and install all available Updates; or

(b) you may receive notice of or be prompted to download and install available Updates.

You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this agreement.

D. Export Regulation

The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.

E. Termination

You may terminate this agreement as to the Application only and not the Website by deleting the Application and all copies  of it from your mobile device.  D & B Grocers may terminate this agreement at any time as to the Application without notice including if it ceases to support the Application, which it may do in its sole discretion.  In addition, this agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of these Terms of Use.

4. The Website and Application

A. Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE WEBSITE AND/OR APPLICATION SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, D & B GROCERS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SHAREHOLDERS, REPRESENTATIVES AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND/OR APPLICATION AND YOUR USE OF THEM.

D & B GROCERS MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT OF ANY SITES LINKED TO THIS WEBSITE AND/OR APPLICATION AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR WEBSITE AND/OR APPLICATION, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE AND/OR APPLICATION, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE AND/OR APPLICATION BY ANY THIRD-PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT MADE AVAILABLE VIA THE WEBSITE AND/OR APPLICATION. D & B GROCERS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD-PARTY THROUGH THE WEBSITE AND/OR APPLICATION OR ANY HYPERLINKED WEBSITE OR FEATURE IN ANY BANNER OR OTHER ADVERTISING, AND D & B GROCERS WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

B. Limitation of Liability

IN NO EVENT SHALL D & B GROCERS, OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR WEBSITE AND/OR APPLICATION, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE AND/OR APPLICATION, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE AND/OR APPLICATION BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE AND/OR APPLICATION, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

C. Other Jurisdictions

The Website and Application are operated and offered in the United States of America. D & B Grocers makes no representations that the Website or Application is appropriate or available for use in other locations. Those who access or use the Website or Application from other jurisdictions do on their own volition and are responsible for compliance with local law.

D. Other Links  The Website and Application may contain links to other websites. D & B Grocers assumes no responsibility for, the content, privacy policies, or practices of any third-party websites.  You expressly relieve D & B Grocers from any and all liability arising from your use of any third-party website, or from the content of any third-party website.

E. Indemnity

You agree to defend, indemnify and hold harmless D & B Grocers, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Website and/or the Application; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party right, including without limitation any copyright, trademark, property, publicity or privacy right. This defense and indemnification obligation will survive these Terms of Use and your use of the Website and/or Application.

F. Assignment

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by D & B Grocers without restriction.

G. Governing Law and Jurisdiction  

All matters relating to the Website, Application and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use, Website or Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of Michigan although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.