TERMS OF USE

NOTE: Prime Advantage Corporation suggests that you print these Terms of Use and keep a copy for your records.

Prime Advantage reserves the right to make changes to this website and these disclaimers, terms and conditions at any time. Your continued use of the Prime Advantage website signifies your acceptance of these terms and such changes.

System Integrity:

You may not use any device, software or routine, including but not limited to any viruses, Trojan horses, worms, time bombs or cancel bots, intended to damage or interfere with the proper workings of the Prime Advantage website or any purchase being conducted on our site. You may not surreptitiously intercept or expropriate any system, data or personal information from the Prime Advantage website. You may not take any action that imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to "Spam" or other such unsolicited mass e-mailing techniques.

Compliance With Laws:

You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Prime Advantage website and/or your purchase of products and services and posting and retrieval of information (including without limitation those governing export control, unfair competition, antitrust, or false advertising). YOU ARE RESPONSIBLE FOR PROCURING ALL GOVERNMENTAL LICENSES OR PERMITS REQUIRED FOR THE PROPER AND LAWFUL CONDUCT OF YOUR ACTIVITIES ON AND IN CONNECTION with Prime Advantage's website, AND YOU SHALL AT ALL TIMES, AND AT YOUR OWN COST AND EXPENSE, COMPLY WITH THE REQUIREMENTS OF EACH LICENSE OR PERMIT. YOU ARE RESPONSIBLE FOR PAYING ALL APPLICABLE FEES AND TAXES YOU INCUR TO BID OR BUY PRODUCTS AND SERVICES OR ACCESS OUR SERVERS, INCLUDING WITHOUT LIMITATION ALL APPLICABLE SALES, USE AND EXCISE TAXES. Furthermore, you represent and warrant to us that you do not intend to use the Prime Advantage website to violate the antitrust laws and will not knowingly act as a conduit or intermediary for price-fixing or any other anticompetitive agreement among competitors.

Non-Circumvention:

For the period set forth in the applicable proposal and/or related documents, Prime Advantage shall be entitled to receive payment from you of all fees, commissions and other charges, including the cost of all value added services used by you, that would have been collectible by Prime Advantage thereunder - in connection with any future transaction(s) between you and any Seller or Purchaser.

Accuracy and Use of Data:

If you provide any data to Prime Advantage, whether by using this website or otherwise, you warrant that such data is accurate and current, and that you are authorized to provide such data. By using this website, you acknowledge and agree that Prime Advantage may use such data including personally identifiable information in any manner that Prime Advantage deems appropriate, subject to any restrictions on such use imposed under applicable state and federal law.

Proprietary Information:

The Prime Advantage website, and all proprietary information used or displayed in connection with it and the related Prime Advantage services, are owned or licensed by Prime Advantage and all rights, title and interest therein shall remain the property of Prime Advantage. Such proprietary information is protected by patent, copyright, trademark, trade secret and other common law intellectual property rights held by Prime Advantage. Certain content is licensed from third parties and all such third party content and all intellectual property rights included therein belong to the respective third parties. You shall not remove any copyright, trademark or other intellectual property or proprietary notice or legend contained on the Prime Advantage website or its content. You are not licensed to and will not use proprietary information for any purpose other than as necessary for performance of your obligations in connection with this website and you will not disclose any such proprietary information to any third party without first obtaining the express written consent of Prime Advantage. You understand that you may receive information from third parties that is confidential or proprietary ("Third-Party Information"). You acknowledge your duty to maintain the confidentiality of such information and will hold Third-Party Information in the strictest confidence and will not disclose or use Third-Party Information except as necessary for performance of your obligations in the use of this website and the services provided by Prime Advantage. "Proprietary information" includes, without limitation, any information created, discovered or developed by Prime Advantage in the field of interactive internet exchanges or marketplaces for the food industry, and any such information assigned or otherwise conveyed to Prime Advantage by another. Proprietary information specifically includes (a) information regarding business, marketing and product development, methods and processes; (b) trade secrets, including proprietary software and the market-making process developed by Prime Advantage to service its purchasers and suppliers and including customer lists and other proprietary databases; and (c) copyrights, trademarks and service marks. Nothing received by you will be considered to be proprietary information if (1) it is readily available to the public other than by a breach of agreement; or (2) it has been rightfully received by you from a third party without any confidentiality limitations.

Hyperlinks:

Prime Advantage may provide hyperlinks from this website to other Internet websites. Prime Advantage is not responsible for the availability of such other sites and does not endorse and is not responsible or liable for any content, products, services or other materials available on such other sites. No Warranty: THIS SITE AND RELATED SERVICES ARE PROVIDED BY PRIME ADVANTAGE ON AN 'AS IS' BASIS. PRIME ADVANTAGE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE, OR THE INFORMATION, CONTENT, MATERIALS AND/OR PRODUCTS INCLUDED ON THIS SITE, INCLUDING PRODUCTS SOLD BY PRIME ADVANTAGE AS PRINCIPAL. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, PRIME ADVANTAGE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND/OR NONINFRINGMENT.

Limitation of Liability:

IN NO EVENT SHALL PRIME ADVANTAGE BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PRIME ADVANTAGE WEBSITE OR RELATED SERVICES, REGARDLESS OF WHETHER THE POSSIBILITY OF SUCH DAMAGES WAS DISCLOSED TO OR REASONABLY COULD HAVE BEEN FORSEEN BY PRIME ADVANTAGE.

Termination:

At its sole discretion, Prime Advantage may, for any reason, with or without cause and in addition to other remedies available at law or equity, deny you access to the site and disable any user name and password associated with you.
Indemnification: You agree to indemnify Prime Advantage from and against any and all claims and damages of any kind (including attorneys' fees) arising out of or resulting from your use of the Prime Advantage website or related services, your breach of any provision of these Terms of Use and/or any reckless or intentional wrongdoing by you.

Governing Law and Jurisdiction:

The laws of the State of California govern these Terms of Use and your use of the Prime Advantage website and related services. In any legal action relating to such Terms of Use and services, you and Prime Advantage agree to file such action only in Los Angeles County, California or the United States District Court for Southern California and you consent and submit to the personal jurisdiction of those courts for the purpose of litigating any such action.

If you have any questions about these Terms and Conditions, please contact cservice@primeadvantage.com.

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625 North Michigan Avenue
Suite 1200
Chicago, IL 60611-4521


Phone: 312-573-1111
Toll Free: 888-832-4252