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UNIFIED PURCHASING GROUP, LLC, TERMS AND CONDITIONS OF MEMBERSHIP AND USE OF WEBSITE

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY

THESE TERMS AND CONDITIONS OF MEMBERSHIP AND USE (this “Agreement”) GOVERN MEMBERSHIP IN UNIFIED PURCHASING GROUP, LLC, (“UPG”) AND THE USE OF ITS WEBSITE. UPG PROVIDES YOU ACCESS AND USE OF THIS SITE SUBJECT TO YOUR COMPLIANCE WITH THESE TERMS AND CONDITIONS (the “Site Terms”). BY ACCESSING, BROWSING AND USING THIS SITE (the “Site”), YOU AGREE TO BE BOUND BY THE SITE TERMS, THE UPG PRIVACY POLICY AND ALL APPLICABLE LAW. IF YOU DO NOT AGREE TO BE BOUND BY THE SITE TERMS, THE PRIVACY POLICY AND APPLICABLE LAW EACH TIME YOU USE THIS SITE OR YOU DO NOT HAVE THE AUTHORITY TO AGREE TO OR ACCEPT THESE SITE TERMS, YOU MAY NOT USE THE SITE. TO USE THE SITE AND REGISTER AS A MEMBER OF UPG, YOU MUST BE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH UPG.

MEMBERSHIP WITH UPG AND REGISTRATION VIA ITS SITE IS OFFERED AT NO CHARGE. APPLICANTS WHO COMPLETE THE ONLINE PROFILE AND SUBMIT THEIR REGISTRATION TO UPG VIA THE SITE SHALL BECOME ACTIVE MEMBERS UPON UPG FINAL APPROVAL.

The Site Terms apply exclusively to your access to, and use of, this Site and do not alter in any way the terms or conditions of any other agreement you may have with UPG or any of its vendor partners for products, services, or otherwise.

UPG has adopted a Privacy Policy that you should review and fully understand to learn about UPG’s privacy practices and how UPG uses and collects Member information. Please refer to the UPG Privacy Policy.

Origin and Modification of Site Terms

This Site is operated by a U.S. entity and is governed by the state and federal laws of the United States. UPG reserves the right to modify these Site Terms in its sole discretion from time to time and only UPG has the right to do so. If the Site Terms are changed, UPG will post the new terms on the Site. Any changes or modification will be effective upon posting of the Site Terms as revised, and your use of the Site following the posting will constitute your acceptance of the new Site Terms.

License and Site Access; Prohibited Use

UPG grants you a limited license to make personal use only of the Site. Under this limited license, you are not authorized to participate in any re-sale, commercial use of the Site or its contents, or any other use not intended by UPG. This restriction is comprehensive; in addition to the above restrictions, this limited license prohibits (a) copying, imitating, mirroring, reproducing, distributing, publishing, downloading, displaying, performing, posting or transmitting any Site Materials (including any UPG trademarks) in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise; (b) the collection and use of any affiliated vendor partner trademarks, information, listings, schedules or descriptions of services; (c) making derivative uses of the Site and any Site Materials; or (d) use of any data mining, bots, spiders, automated tools or similar data gathering and extraction methods, directly or indirectly, on the Site Materials or to collect any information from the Site or any other user of the Site. “Site Materials” means all materials on the Site, including, without limitation, trademarks (as specifically defined in these Site Terms) design, product description, HTML text, graphics, other files, photographs, codes, software layout, designs forms and the selection and arrangement thereof.

UPG may terminate this license, your membership and access to the Site if you make or permit any unauthorized use of this Site. Unauthorized use of the Site may violate state and federal laws, including but not limited to, copyright and trademark law. We reserve the right to prosecute any violation of this Agreement to the full extent of the law. Upon termination, these Site Terms shall still apply.

Account Access and Security

You are responsible for maintaining the confidentiality of your membership information, including your account login and password and for restricting access to your computer. Choose a strong username and password. You agree to accept responsibility for all activities that occur on your account or with your password. In the event that the confidentiality of your account or password is compromised in any manner, you will notify UPG immediately. UPG reserves the right to take any and all action, as it deems necessary or reasonable to maintain the security of the Site and your account, including without limitation, terminating your account, changing your password or requesting information to authorize transactions on your account. While UPG takes prudent steps to protect your account and the Site, it can not protect your information outside of the Site. For example, when UPG communicates with you via unencrypted email from time to time at your request, the communication is not secure, is not stored securely, and the information contained may be viewed by others You acknowledge that by requesting information by email, you agree that we may transmit it to you from time to time and store it in an unencrypted form and manner. UPG may rely on the authority of anyone accessing your account or using your password and in no event will UPG be held liable to you for any liabilities or damage resulting from or arising out of (i) any action or inaction of UPG under this provision; (ii) any compromise of the confidentiality of your account or password, and (iii) any unauthorized access to your account or use of your password.

All access to and use of this Site is governed by and subject to the Site Terms. UPG may access at any time and use internally for any lawful purpose information stored on our systems, including the content of any emails or other communications. We may disclose such information to any third party including law enforcement agencies to protect our rights or property in response to legal process, or in a good faith belief that such disclosure is justified or required in an emergency situation. We may investigate any reported violation of our policies or complaints and take any appropriate action that we deem appropriate. UPG has the right, but not the obligation, to take any action it deems appropriate, including but limited to action to issue a warning, suspend or terminate your access and use of the Site and related services at any time, and block, remove or edit any communication and materials that UPG believes in its sole discretion may violate applicable law, the Site Terms or a third party’s rights.

Intellectual Property

The Site and all Site Materials are owned by UPG and others and are protected by United States and international copyright, trademark and other laws. UPG and its respective designs and logos are registered trademarks of UPG and may not be copied, imitated or used, in whole or in part, without the prior written permission of UPG. In addition, all page headers, custom graphics, button icons, and scripts are trademarks, and/or trade dress of UPG, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of UPG. All other trademarks, registered trademarks, product or service names and company names or logos of UPG’s affiliates and vendors referenced herein or on the Site are the property of their respective owners and are protected by United States and international copyright, trademark and other laws and may not be copied, imitated or used without the written permission of the owner. All of the foregoing is collectively referenced throughout the remainder of this Agreement as the Intellectual Property.

The Intellectual Property may not be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of UPG or the respective Intellectual Property owner. Any commercial use, reproduction for purposes other than as authorized herein, modification, distribution, republication, display, or performance – without the prior written permission of UPG – is strictly prohibited.

Registration and Personal Information

When registering for membership with UPG and otherwise using the Site, you agree to provide UPG with complete and accurate information. You agree to allow UPG to take reasonable measures as necessary to verify the accuracy and completeness of the information submitted to UPG during your registration. You agree that UPG may utilize whatever means it deems necessary to verify the accuracy and completeness of registration information provided by you, including, but not limited to electronic means of usage and information capture, such as cookies, domain name and host capture, browser software capture, IP address capture and the like. UPG agrees that it will only use the captured information in accordance with this Agreement and its Privacy Policy.

You remain solely liable for the content of any messages or other information you upload or transmit to this Site. You agree to indemnify and hold harmless UPG and its parents, subsidiaries, affiliates, owners, employees, agents and representatives from any claim, action, demand, loss, or damages (including attorneys’ fees) made or incurred by any third party arising out of or relating to your conduct, your violation of these terms and conditions, or your violation of any rights of a third party. Indirect or attempted violations of these Site Terms or any policy, and actual or attempted violations by a third party on your behalf will be considered violations of these Site Terms by you.

Third Party Information and Links

To provide our Members with the highest level of service, UPG may from time to time post information provided to UPG by third party vendor partners on this Site. UPG may also from time to time embed links on this site to websites which are independently owned, operated and maintained by our vendor partners. UPG provides this third party information and these links to access third party web sites as a service to those Members that may be interested in the information. UPG does not control such information or websites, and is not responsible for the content and performance of these sites or your interaction(s) with them. UPG neither regularly monitors nor assumes responsibility for the content of third parties’ statements or web sites. Accordingly, UPG does not endorse or adopt these web sites or any information contained therein. UPG makes no representations or warranties whatsoever regarding their accuracy or completeness.

UPG: (a) reserves the right to modify, revise or alter any Site Material including, but not limited to, UPG or vendor partner program(s), program term(s), price(s), or specification(s) for any program benefit, good or service, any promotional offer(s) and/or any other Site Materials at any time and from time to time without any notice or liability to you or any other person; (b) cannot guarantee that any of the goods, services or related components of any Member programs advertised or offered on this Site will be available when you register, request or thereafter; (c) does not warrant that the Site Materials (including without limitation goods, services, or program descriptions) are accurate, complete, reliable, current or error-free; and (d) reserves the right to cancel, to terminate or not to process registrations or requests for any Member benefit where the material information on this Site is inaccurate or when UPG recognizes any abuse of its policies.

Disclaimer of Warranties

THIS SITE AND THE MATERIALS PROVIDED HEREIN ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. UPG DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT TO THE SITE AND MATERIALS, CONTENT, SERVICES AND PRODUCT ON THIS SITE. UPG DOES NOT REPRESENT OR WARRANT THAT MATERIALS IN THIS SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. UPG IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS. UPG DOES NOT REPRESENT OR WARRANT THAT THIS SITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, EVEN IF UPG OR IT’S AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY AGREE THAT USE OF THIS SITE, INCLUDING ALL CONTENT, IS AT YOUR SOLE RISK.

Limitation of Liability

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU. YOU EXPRESSLY UNDERSTAND AND AGREE THAT UPG AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES , INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF UPG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR INABILITY TO USE THIS SITE OR THE MATERIALS CONTAINED IN, OR ACCESSED THROUGH, THIS SITE.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF UPG (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ARISING OUT OF OR RELATING TO THE USE OF THIS SITE EXCEED $10.00 OR THE COMPENSATION YOU PAID UPG, WHICHEVER IS LESS.

Indemnification

You agree to defend, indemnify and hold UPG, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by a third party, relating to or arising from: (a) any content you submit, post, transmit, or otherwise make available through the Site; (b) your use of the Site; (c) any violation by you of this Agreement; or (d) your violation of any rights of another. This obligation shall survive the termination or expiration of this Agreement and/or your membership with UPG or use of the Site. You acknowledge that you are responsible for all use of your account and that this Agreement applies to any and all usage of your account. You agree to comply with this Agreement and to defend, indemnify and hold harmless UPG from and against any and all claims and demands arising from usage of your account, whether or not you expressly authorize such use.

Choice of Law and Venue

These terms and conditions shall be governed by and construed in accordance with the laws of the State of Utah. Regardless of where you access this site, you agree that any action at law or in equity arising out of or relating to these terms and conditions shall be filed and adjudicated only in the federal or state courts located in Salt Lake City, Utah. You further agree that any and all agreements between you and UPG related to either your membership or the use of this Site are to be performed, completely, in the State of Utah. You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction and venue of such courts over any suit, action or proceeding arising out of this Agreement.

Legal Equivalency

This electronic document and any other electronic documents, policies and guidelines incorporated herein will be: (i) deemed for all purposes to be a “writing” or “in writing,” and to comply with all statutory, contractual, and other legal requirements for a writing: (ii) legally enforceable as a signed writing as against the parties subject to the electronic documents; and (iii) deemed an “original” when printed from electronic records established and maintained in the ordinary course of business. Electronic documents introduced as evidence in any judicial, arbitration, mediation or administer of proceeding will, if established and maintained in the ordinary course of business, be admissible to the same extent as business records in written form that are similarly established and maintained.

Severability

If any provision of the Site Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed to be severed from the rest of these Site Terms and shall not affect the validity and enforceability of any remaining provisions.