TERMS AND CONDITIONS

BIRDS EYE BLUE, INC. - TERMS OF SERVICE - OVERVIEW

This website is operated by BirdsEyeBlue.com. Throughout the site, the terms “we”, “us” and “our” refer to BirdsEyeBlue.com.

BirdsEyeBlue.com offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.

SECTION 1 - ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.

SECTION 2 - GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.

SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

SECTION 5 - PRODUCTS OR SERVICES (if applicable)
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve 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 customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

For more detail, please review our Returns Policy.

SECTION 7 - OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

SECTION 8 - THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e‑mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

SECTION 10 - PERSONAL INFORMATION
Your submission of personal information through the store is governed by our Privacy Policy. To view our Privacy Policy.

SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.

SECTION 12 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall https://BirdsEyeBlue.com, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

SECTION 14 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless https://BirdsEyeBlue.com and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

SECTION 15 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 16 - TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

SECTION 17 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

SECTION 18 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of United States.

SECTION 19 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

SECTION 20 - CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at solutions@BirdsEyeBlue.com.

TERMS OF USE (Last updated May 2020)

This website and/or its mobile sites and applications (the “Site”) is owned and operated by IT Vendor Central, LLC. (the “Company”). These Terms of Use (“Terms of Use”) apply to your use of this Site. Any purchase of any products or services available through this Site are governed by the Terms of Purchase (“Terms of Purchase”) on the relevant Company website, which is incorporated herein by reference. Additionally, your use of this Site is governed by the Privacy Notice, which is incorporated herein by reference.

Throughout the Site, the terms “we,” “us” and “our” refer to the Company. The Company offers this Site, including all information, tools, and services available on this Site, to you, the user, conditioned upon your acceptance of these Terms of Use. Your continued use of this Site constitutes your agreement to these Terms of Use. If you do not wish to be bound by these Terms of Use, please do not use this Site.

PLEASE CAREFULLY READ THESE TERMS OF USE, ALONG WITH THE PRIVACY NOTICE AND OTHER POLICIES OR AGREEMENTS REFERENCED IN THESE TERMS OF USE, BEFORE USING THE SITE. BY USING THE SITE, YOU AGREE TO THESE TERMS OF USE, INCLUDING WITHOUT LIMITATION, THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN THE DISPUTE RESOLUTION SECTION BELOW.

Data integrity

You represent that all of the information, data and other materials you provide on this Site or to the Company through any other means are true, accurate, current and complete. You are responsible for updating and correcting the information you have provided on this Site, as appropriate.

Privacy Notice

A copy of the Privacy Notice that applies to the collection, use, disclosure and other processing of personal information on this Site is located at https://BirdsEyeBlue.com. You consent to any personal information we obtain about you (either via this Site, by email, telephone or any other means) being collected, stored and otherwise processed in accordance with the terms of the Privacy Notice.

License and Site Access

All contents available through this Site (including, without limitation, text, design, graphics, logos, icons, images, audio clips, downloads, interfaces, code and software, as well as the selection and arrangement thereof) are the exclusive property of and owned by the Company, its licensors or its content providers, and is protected by copyright, trademark and other applicable laws.

The Company grants you a limited license to access and make personal use of this Site. Unless indicated to the contrary, you may access, copy, download and print the content available on this Site for your personal, non-commercial use, provided you do not modify or delete any copyright, trademark or other proprietary notices that appear in the content. The Company or its licensors or content providers retain full and complete title to the content available on the Site, including all associated intellectual property rights, and provide this content to you under a license that is revocable at any time in the Company’s sole discretion. The Company strictly prohibits any other use of any content available through the Site, including but not limited to:

any downloading, copying or other use of the content or the Site for purposes competitive to the Company or for the benefit of another vendor or any third party;
any caching, unauthorized linking to the Site or the framing of any content available on the Site;
any modification, distribution, transmission, performance, broadcast, publication, uploading, licensing, reverse engineering, transfer or sale of, or the creation of derivative works from, any content, products or services obtained from the Site that you do not have a right to make available (such as the intellectual property of another party);
any uploading, posting or transmitting any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer;
using any hardware or software intended to surreptitiously intercept or otherwise obtain any information (such as system data or personal information) from the Site (including, but not limited to the use of any “scraping” or other data mining techniques, robots or similar data gathering and extraction tools); or
any action that imposes or may impose (in the Company’s sole discretion) an unreasonable or disproportionately large load on the Company’s infrastructure, or damage or interfere with the proper working of our infrastructure.

You are responsible for obtaining access to the Site, and that access may involve third-party fees (such as Internet service provider or airtime charges). In addition, you must provide and are responsible for all equipment necessary to access the Site. You may not bypass any measures that have been implemented to prevent or restrict access to this Site. Any unauthorized access to the Site by you (including any such access or use that involves in any way an account you may establish on the Site or any device you may use to access the Site) shall terminate the permission or license granted to you by the Company.

The Company reserves the right to refuse or cancel any person’s registration for this Site, remove any person from this Site and prohibit any person from using this Site for any reason whatsoever, and to limit or terminate your access to or use of the Site at any time without notice. The Company neither warrants nor represents that your use of the content available on this Site will not infringe rights of third parties not affiliated with the Company. Termination of your access or use will not waive or affect any other right or relief to which the Company may be entitled, at law or in equity.

Content You Submit

You acknowledge that you are responsible for any content you may submit through the Site, including the legality, reliability, appropriateness, originality, and copyright of any such content. You may not upload to, distribute or otherwise publish through this Site any content that is confidential, proprietary, invasive of privacy or publicity rights, infringing on intellectual property rights, unlawful, harmful, threatening, false, fraudulent, libelous, defamatory, obscene, vulgar, profane, abusive, harassing, hateful, racially, ethnically or otherwise objectionable, including, but not limited to any content that encourages conduct that would constitute a criminal offense, violates the rights of any party or otherwise gives rise to civil liability or otherwise violates any applicable laws.

You may not use a false email address or other identifying information, impersonate any person or entity or otherwise mislead as to the origin of any content.

With respect to any content you submit, post, upload, publish or otherwise make available through the Site (other than personal information, which is handled in accordance with the Privacy Notice, you grant the Company a perpetual, irrevocable, non-terminable, worldwide, transferable, royalty-free and non-exclusive license to use, copy, distribute, publicly display, modify, create derivative works, and sublicense such content or any part of such content, in any media. Any such content will not be treated as confidential. You hereby represent, warrant and covenant that: (i) any content you provide does not include anything (including, but not limited to, text, images, music or video) to which you do not have the full right to grant such a license to the Company; and (ii) the Company is free to exercise its rights to and/or implement your content if it so desires, without obtaining permission or license from any third party and without reference to you or any other person.

Links

This Site may contain links to other websites or resources that are operated by third parties not affiliated with the Company. These links are provided as a convenience to you and as an additional avenue of access to the information contained therein. We are not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. The inclusion of links to other sites or resources should not be viewed as an endorsement of the content of linked sites or resources. Different terms and conditions and privacy policies may apply to your use of any linked sites or resources. The Company is not responsible or liable, directly or indirectly, for any damage, loss or liability caused or alleged to be caused by or in connection with any use of or reliance on any such content, products or services available on or through any such linked site or resource.

DISCLAIMERS

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS OF USE OR THE TERMS OF SERVICE OR TERMS OF PURCHASE, AND TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COMPANY MAKES NO REPRESENTATIONS, COVENANTS OR WARRANTIES AND OFFERS NO OTHER CONDITIONS, EXPRESS OR IMPLIED, REGARDING ANY MATTER, INCLUDING, WITHOUT LIMITATION, THE MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR NON-INFRINGEMENT ANY CONTENT ON THE SITES, OR ANY PRODUCTS OR SERVICES PURCHASED THROUGH THE COMPANY SITES, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING.

YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. THE SITE AND THE MATERIALS, INFORMATION, SERVICES, AND PRODUCTS ON THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE RESERVE THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE SITE OR ANY FEATURE OR PART THEREOF AT ANY TIME. THE COMPANY DISCLAIMS ANY WARRANTIES THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE SITE WILL BE SECURE; THAT THE SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE SITE WILL BE CORRECT, ACCURATE, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE COMPLETE. IF YOU DOWNLOAD ANY CONTENT FROM THIS SITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM THE SITE SHALL CREATE ANY WARRANTY OF ANY KIND.

IN CERTAIN JURISDICTIONS, THE LAW MAY NOT PERMIT THE DISCLAIMER OF WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SITE, COMMUNICATIONS WITH THIRD PARTIES, AND PURCHASE AND USE OF THE PRODUCTS AND SERVICES AVAILABLE THROUGH THE COMPANY SITES. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE DURING YOUR USE OF THE SITE MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE IS AT YOUR OWN RISK AND THAT THE SITE IS MADE AVAILABLE TO YOU AT NO CHARGE. RECOGNIZING SUCH, YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW (INCLUDING, WITHOUT LIMITATION, CONSUMER PROTECTION LAW), NEITHER THE COMPANY NOR ITS LICENSORS, SUPPLIERS OR THIRD PARTY CONTENT PROVIDERS (THE “COMPANY PARTIES”) WILL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO (1) THIS SITE, OR ANY OTHER SITE OR RESOURCE YOU ACCESS THROUGH A LINK FROM THIS SITE; (2) ANY ACTION WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US; (3) ANY PRODUCTS OR SERVICES MADE AVAILABLE OR PURCHASED THROUGH THE COMPANY SITES, INCLUDING ANY DAMAGES OR INJURY ARISING FROM ANY USE OF SUCH PRODUCTS OR SERVICES (INCLUDING PRODUCT LIABILITY); (4) ANY DELAY OR INABILITY TO USE THE SITE OR ANY INFORMATION, PRODUCTS OR SERVICES ADVERTISED IN OR OBTAINED THROUGH THE SITE; (5) THE MODIFICATION, REMOVAL OR DELETION OF ANY CONTENT SUBMITTED OR POSTED ON THE SITE; OR (6) ANY USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE, EVEN IF THE COMPANY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IT IS THE RESPONSIBILITY OF THE USER TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITE, OR OBTAINED FROM A LINKED SITE OR RESOURCE. THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, LOSS OF PROFITS BY YOU, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NEITHER THE COMPANY NOR ITS LICENSORS, SUPPLIERS OR THIRD PARTY CONTENT PROVIDERS SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE SITE. YOUR REMEDY FOR ANY OF THE ABOVE CLAIMS OR ANY DISPUTE WITH THE COMPANY IS TO DISCONTINUE YOUR USE OF THE SITE.

YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnities

You will indemnify and hold harmless the Company Parties from and against any and all fines, penalties, liabilities, losses and other damages of any kind whatsoever (including attorneys’ and experts’ fees), incurred by the Company Parties and such parties, and shall defend the Company Parties and such parties against any and all claims arising out of (1) your breach of these Terms and Use; (2) your breach of the Terms of Purchase; (4) fraud you commit, or your intentional misconduct or gross negligence; or (5) your violation of any applicable law or the rights of a third party. The Company Parties will control the defense of any claim to which this indemnity may apply, and in any event, you shall not settle any claim without the prior written approval of the Company Parties.

Electronic Communications

When you use the Site or send emails to the Company, you are communicating with the Company electronically. You consent to receive electronically any communications related to your use of this Site. The Company will communicate with you by email or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from the Company intended for receipt by a customer shall be deemed delivered and effective when sent to the email address you provide on any of the Company Sites.

Site Postings

The Site may provide users with the ability to send post messages on the Site. The Company is under no obligation to review any content (including any messages) posted on or sent through the Site by users and assumes no responsibility or liability relating to any such content. The Company, in its sole discretion, may monitor, not post or remove any such content.

Trademarks and Copyrights

The trademarks, logos and service marks (“Marks”) displayed on the Site are the property of the Company or its licensors or content providers, or other parties. Users or any parties acting on their behalf are prohibited from using any Marks for any purpose including, but not limited to use as metatags on other pages or sites without the written permission of the Company or such third party which may own the Marks. You may not use frames or utilize framing techniques or technology to enclose any content included on the Site without the Company’s express written consent. Further, you may not utilize any Site content in any meta tags or any other “hidden text” techniques or technologies without the Company’s express written consent. All contents (including any software programs) available on or through the Site are protected by copyright, trademark and other applicable laws.

Claims of Intellectual Property Infringement

The Company respects the intellectual property of others, and we ask our users to do the same. You are hereby informed that the Company has adopted and reasonably implemented a policy that provides for the termination in appropriate circumstances of website users who are repeat copyright infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the Company’s Copyright Agent the following information (to be effective, the notification must be in writing and provided to our Copyright Agent):

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and a description of where the material that you claim is infringing is located on the Site;
your address, telephone number, and, if available, email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

Survival of Terms After Agreement Ends

Notwithstanding any other provisions of these Terms of Use or any general legal principles to the contrary, any provision of these Terms of Use that imposes or contemplates continuing obligations on a party will survive the expiration or termination of these Terms of Use.

Force Majeure

The Company shall be excused from performance under these Terms of Use or the Terms of Purchase, to the extent it is prevented from or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from (1) weather conditions or other elements of nature or acts of God, (2) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion, (3) quarantines or embargoes, (4) labor strikes, or (5) other causes beyond the reasonable control of the Company.

Risk of Loss

The items purchased through the Site are shipped by a third party carrier pursuant to a shipment contract. As a result, the risk of loss and title for such items pass to you upon our delivery to the carrier.

Dispute Resolution

By using the Site in any way, you unconditionally consent and agree that: (i) any dispute, controversy, difference or claim arising out of or relating to this agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of a sole arbitrator. The place of the arbitration will be New York, USA. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction.

General

If any of the provisions set forth in these Terms of Use or the Terms of Purchase are deemed invalid, void, or for any reason unenforceable, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the unenforceable condition shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions of these Terms of Use or the Terms of Purchase. Section headings are for reference purposes only and do not limit the scope or extent of such section. These Terms of Use or the Terms of Purchase and the relationship between you and the Company will be governed by the laws of the United States of America, to the extent not preempted by or inconsistent with federal law, without regard to its conflict of law provisions. For any actions not subject to arbitration, we each agree to submit to the personal jurisdiction of a court located in the United States of America.

The failure of the Company to act with respect to a breach of these Terms of Use or the Terms of Purchase by you or others does not waive the Company’s right to act with respect to subsequent or similar breaches. If any content on this Site, or your use of the Site, is contrary to the laws of the place where you are when you access it, the Site is not intended for you, and we ask you not to use the Site. You are responsible for informing yourself of the laws of your jurisdiction and complying with them.

The Company does not guarantee it will take action against all breaches of these Terms of Use or the Terms of Purchase. Except as otherwise expressly provided in these Terms of Use or the Terms of Purchase, there shall be no third-party beneficiaries to these Terms of Use or the Terms of Purchase.

Changes to These Terms of Use

You acknowledge and agree that the Company may, in its sole discretion, modify, add or remove any portion of these Terms of Use at any time and in any manner, by posting revised Terms of Use on the Site. You may not amend or modify these Terms of Use under any circumstances. It is your responsibility to check periodically for any changes we make to the Terms of Use. Your continued use of this Site after any changes to the Terms of Use means you accept the changes.

Assignment

You may not assign these Terms of Use or the Terms of Purchase (or any rights, benefits or obligations hereunder) by operation of law or otherwise without the prior written consent of the Company, which may be withheld at the Company’s sole discretion. Any attempted assignment that does not comply with these Terms of Use or the Terms of Purchase shall be null and void. The Company may assign these Terms of Use or the Terms of Purchase, in whole or in part, to any third party in its sole discretion.

Entire Agreement and Admissibility

These Terms of Use constitute the entire agreement and understanding between you and the Company with respect to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter. For the avoidance of doubt, these Terms of Use apply solely to the extent permitted by law.

In some instances, both of these Terms of Use and a separate document that provides additional conditions may apply to a service or product offered via this Site (“Additional Terms”). To the extent there is a conflict between these Terms of Use and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

A printed version of these Terms of Use shall be admissible in judicial or administrative proceedings based on or relating to use of this site to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

How to Contact Us

If you have any questions or comments about these Terms of Use or this Site, please contact us by email at solutions@BirdsEyeBlue.com.

TERMS OF PURCHASE (Last updated May 2020)

These Terms of Purchase (“Terms of Purchase”) govern your purchases of products and services available through https://BirdsEyeBlue.com (the “Company Sites” or the “Sites”). The Company Sites are operated by IT Vendor Central, LLC. (the “Company”). Your use of the Company Sites and these terms are also governed by the Terms of Use and Privacy Notice, which are incorporated herein by reference.

PLEASE CAREFULLY READ THESE TERMS OF PURCHASE, ALONG WITH THE TERMS OF USE, PRIVACY NOTICE AND OTHER POLICIES OR AGREEMENTS REFERENCED IN THESE TERMS OF PURCHASE, BEFORE PURCHASING OR USING PRODUCTS OR SERVICES THROUGH THE COMPANY SITES. BY PURCHASING OR USING PRODUCTS OR SERVICES THROUGH THE COMPANY SITES, YOU AGREE TO THESE TERMS OF PURCHASE, INCLUDING WITHOUT LIMITATION, THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER DESCRIBED IN THE DISPUTE RESOLUTION SECTION BELOW.

GENERAL

These Terms of Purchase have been executed and delivered by you and constitute a valid and binding agreement between you and the Company, enforceable against you in accordance with their terms. You represent that you are (1) at least 18 years of age, (2) of legal age to form a binding contract, and (3) not a person barred from receiving services under any applicable laws, rules or regulations.

You shall purchase and use the products and services available through the Company Sites, in strict compliance with these Terms of Purchase and all applicable laws, rules and regulations (collectively, “Laws”). You are responsible to comply with all applicable laws with respect to your purchase, including all applicable laws in the jurisdiction to which any products are shipped. All calls, emails and other communications between you and the Company may be recorded.

PRIVACY NOTICE

A copy of the Privacy Notice that applies to the collection, use, disclosure and other processing of personal information by the Company is located at https://BirdsEyeBlue.com. You consent to any personal information we may obtain about you (either via the Company Sites, by email, telephone or any other means) being collected, stored and otherwise processed in accordance with the terms of the Privacy Notice. The Company may update its Privacy Notice from time to time, in its sole discretion. Any changes to our Privacy Notice will be posted at https://BirdsEyeBlue.com. Your continued use of the Sites after any changes to the Privacy Notice means you accept the changes.

PURCHASES

Order Processing

The Company may, in its sole discretion, choose to not process or to cancel your order in certain circumstances. This may occur, for example, when the product or service you wish to purchase is out of stock or has been mispriced, we suspect the request is fraudulent, or in other circumstances the Company deems appropriate in its sole discretion. The Company also reserves the right, in its sole discretion, to take steps to verify your identity to process your order. The Company will either not charge you or refund the charges for orders that we do not process or cancel. Without limiting the foregoing, the Company reserves the right to: (i) revoke any stated offer; (ii) correct any errors, inaccuracies, or omission; and (iii) make changes to prices, content, promotion offers, product descriptions or specifications, or other information without obligation to issue any notice of such changes (including after an order has been submitted, acknowledged, shipped, or received, except as prohibited by law).

Product and Service Descriptions

The Company attempts to provide accurate descriptions of products and services on the Company Sites. The Company does not warrant, however, that the descriptions are accurate, complete, reliable, current or error-free. If a product or service offered on the Company Sites is not as described, your sole remedy is to return the item, as specified in these Terms of Purchase.

The Company Sites may offer a quick view type feature for various products. This feature allows you to view price information about the product and add the product to your cart without opening the product page. The quick view feature and this "add to cart" feature are offered for your convenience only. The product page is where you will find more detailed information about a product, its source, features and pricing.

Pricing Information

The Company strives to provide accurate pricing information regarding the products and services available on the Company Sites. We cannot, however, insure against pricing errors. The Company reserves the right, at its sole discretion, to not process or to cancel any orders placed for a product or service whose price was incorrectly posted on the site as a result of an error. If this occurs, the Company will notify you by email. In addition, the Company reserves the right, at its sole discretion, to correct any error in the stated full retail price.

Product and Service Availability

The Company Sites may contain information regarding the availability of merchandise. This information can be used to estimate the likelihood that an item will be shipped immediately after you place your order. Estimated delivery date to your destination address of an item will be around 30 days or less after your successful payment, it is subject to change base on the shortage of an item, bad weather, transit time of your carrier, destination address etc. Unfortunately, the Company cannot guarantee that an item listed as “in stock” will actually ship right away, as inventory can change significantly from day-to-day. In rare cases, a product or service offering may be in stock when a customer places the order, and sold out by the time the Company attempts to process the order. Should this happen, the Company will notify you by email. Service offerings that are out-of-stock generally are no longer available. If Company determines that a product or service you wish to purchase is no longer available, the item will be cancelled from your order. The Company will notify you by email and delete the item from the Company Sites.

Specific Additional Disclaimers and Obligations

In addition to the general disclaimers in the Terms of Use for products and services purchased through the Site, products and services purchased on the Site: (a) may not include any manufacturer warranties, even if a certain product or service is available elsewhere with one; (b) may not include any service or support options; (c) may not have product manuals, instructions or safety warnings in your native language or in some destination country languages; (d) may not be designed in accordance with your jurisdiction’s standards, specifications, and labeling requirements; and (e) may not conform to your jurisdiction’s voltage and other electrical standards (which may require the use of an adapter or converter). It is your responsibility to, and you hereby agree to, research the product to ensure it meets your needs and that it can be lawfully imported into your jurisdiction.

Taxes

You are responsible for any taxes, customs duties and fees levied by the jurisdiction to which the products are shipped, including but not limited to any sales or use tax, value added taxes or tariffs.

Order Tracking Information

In some cases, tracking information may not be available for your order. You must accept that tracking information is not an entitlement, but an additional service that we choose to provide where available.
If you require proof of dispatch for your order, this can be obtained through a manual request to our fulfilment team at solutions@BirdsEyeBlue.com.

DISPUTE RESOLUTION

These Terms of Purchase constitute the entire agreement of between you and the Company regarding the specific matters herein, and all prior agreements, letters, proposals, discussions and other documents regarding the matters herein are superseded and merged into these Terms of Purchase. In the event there is a conflict between these Terms of Purchase and the Terms of Use with respect to the matters herein, these Terms of Purchase will control.

SEVERABILITY

If any provision of these Terms of Purchase is determined to be illegal, invalid, or unenforceable, the enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provision shall be deemed to be restated to reflect the parties’ original intentions as nearly as possible in accordance with applicable laws.

MODIFICATION OF TERMS OF PURCHASE

You acknowledge and agree that the Company may, in its sole discretion, modify, add or remove any portion of these Terms of Purchase at any time and in any manner by posting revised Terms of Purchase on the Site. You may not amend or modify these Terms of Purchase under any circumstances. It is your responsibility to check periodically for any changes we make to the Terms of Purchase. Your continued use of this Site after any changes to the Terms of Purchase means you accept the changes.

How to Contact Us

If you have any questions or comments about these Terms of Purchase or this Site, please contact solutions@BirdsEyeBlue.com.