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.
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:
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.
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.
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.
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:
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
Limitation of Liability:
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.
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,
wrongdoing by you.
Governing Law and Jurisdiction:
Prime Advantage website and related services. In any legal action relating to
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