PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING OUR WEBSITE OR OUR MOBILE APPLICATIONS.

By using this website (the "Site"), our mobile applications (each an "App") (the Site and Apps are collectively, "Platform") or otherwise receiving the FreshDirect service, which includes processing and delivery of product orders (the "FreshDirect Service"), you signify your acceptance of these terms and conditions of use ("Terms of Use"), and the Privacy Policy. If you do not agree to all of these Terms of Use, and the Privacy Policy, do not use this Platform.

Fresh Direct, LLC ("FreshDirect") may revise these Terms of Use at any time. Your continued usage of this Platform will mean you accept those changes, and you will comply with all applicable laws and regulations. The materials provided on this Platform are protected by law, including, but not limited to, United States copyright laws and international treaties

Use Restrictions

The content on this Platform, such as text, graphics, interfaces, images, photographs, illustrations, trademarks, trade names, service marks, logos, software, information obtained from FreshDirect' licensors, and other materials ("Contents") is protected by copyright under both United States and foreign laws. "FreshDirect", all FreshDirect logos, and all titles, characters, names, graphics, and button icons are service marks, trademarks, and/or trade dress of FreshDirect or otherwise proprietary to FreshDirect and may not be used by you for any reason other than as expressly permitted. All other trademarks, service marks, product names, and company names or logos appearing in the FreshDirect Service and on the Platform are the property of their respective owners and you do not acquire any ownership rights in such marks, logos, or names by using the Platform or the FreshDirect Service. Title to the Contents remains with FreshDirect. Any use of the Contents not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws. Except as stated herein, none of the Contents may be copied, reproduced, distributed, republished, downloaded, modified, displayed, posted or transmitted in any form or by any means without the prior written permission of FreshDirect or its licensors.

FreshDirect authorizes you to view and download a single copy of the Contents solely for your own lawful, personal, non-commercial use if you include the following copyright notice: "Copyright © 2021, Fresh Direct, LLC. All rights reserved" and retain other copyright and proprietary rights notices which were contained in the Contents. Any special rules for the use of other items provided on the Platform may be included elsewhere within the Platform and are incorporated into these Terms of Use by reference. The use of the Contents on any other Platform or in a networked computer environment for any purpose is prohibited. All rights not expressly granted herein are reserved to FreshDirect and its licensors. If you violate any of these Terms of Use, your permission to use the Contents automatically terminates and you must immediately destroy any copies you have made of any portion of the Contents.

You may not, without FreshDirect's written permission, "mirror" any Contents contained in this Platform or any other server. You may not use the Platform for any purpose that is unlawful or prohibited by these Terms of Use. You may not use the Platform in any manner that could damage, disable, overburden, or impair the Platform, or interfere with any other party's use and enjoyment of the Platform. You may not attempt to gain unauthorized access to the Platform through hacking, password mining or any other means. FreshDirect reserves the right, in its sole discretion, to terminate your access to the Platform, or any portion thereof, at any time, for any reason or for no reason at all, without prior notice or any notice.

User Submissions

The personal information you submit to FreshDirect is governed by the FreshDirect Privacy Policy. To the extent there is an inconsistency between the Terms of Use and the Privacy Policy, the Privacy Policy shall govern.

Except as provided under Submission of Ideas (below), FreshDirect does not claim ownership of any information or material a user provides to FreshDirect or posts, uploads, input, submits, or transmits to this Platform ("Submission"). You agree that you will not make any Submission that is, in whole or in part, libelous; scandalous; inflammatory; discriminatory; defamatory; false; threatening; vulgar; obscene; pornographic; profane; abusive; harassing; invasive of another's privacy; hateful or bashing; aimed at gender, race, color, sexual orientation, national origin, religious views, or disability; in violation of local, state, national, or international law; or that infringes on, or violates, any right of any party. Additionally, you agree that you will not: (a) make any Submission that is an advertisement or solicitation of business; (b) disrupt the normal flow of dialogue or make a Submission unrelated to the topic being discussed (unless it is clear the discussion is free-form); (c) post a chain letter or pyramid scheme; impersonate another person; (d) distribute viruses or other harmful computer code; (e) harvest or otherwise collects information about others, including email addresses, without their consent; (f) post the same note more than once or "spamming"; or (g) engage in any other conduct that restricts or inhibits any other person from using or enjoying the Platform, or which, in the judgment of FreshDirect, exposes FreshDirect or any of its licensors, partners, or customers to any liability or detriment of any type.

By making a Submission, you agree that such Submission is non-confidential, non-proprietary, and may be disseminated or used by FreshDirect. If you make a Submission, you automatically grant—or warrant that the owner of such content has expressly granted—FreshDirect a royalty-free, perpetual, irrevocable, worldwide nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the Submission in any media or medium, or any form, format, or forum now known or hereafter developed. Notwithstanding the foregoing, FreshDirect is not required to use any Submission.

You are solely responsible for your Submission, the consequences of making a Submission, and your reliance on any Submissions. FreshDirect is not responsible for the consequences of any Submission. FreshDirect is not responsible for screening or monitoring Submissions made to this Platform by users. If notified by a user of a Submission allegedly in violation of these Terms of Use, FreshDirect may investigate the allegation and determine in good faith and its sole discretion whether to remove such Submission. FreshDirect will have no liability or responsibility to users for performance or nonperformance of such activities.

FreshDirect reserves the right (but is not obligated) to: (a) record the dialogue on the Platform; (b) investigate an allegation that a Submission does not comply with these Terms of Use and determine in its sole discretion to remove or request the removal of the Submission; (c) remove Submissions which are abusive, illegal, disruptive, or outdated, or that otherwise fail to comply with these Terms of Use; (d) terminate a user,s access to any or all parts of the Platform upon any breach of these Terms of Use or the law; (e) monitor, edit, or disclose any Submission; (f) edit or delete any Submission posted on the Platform, regardless of whether such Submission violates these Terms of Use.

Access to the Fresh Direct Service

You will provide all equipment and services and be responsible for all data, telephone and other charges necessary to access the FreshDirect Service and the Platform. You agree to comply with all laws applicable to your activities on the FreshDirect Platform and with the terms of this Agreement. You hereby represent that you are an adult (18 years or older) and have the power and authority to enter into this Agreement and perform your obligations hereunder.

You acknowledge that from time to time the FreshDirect Service or this Platform may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which FreshDirect may undertake from time to time; or (iii) causes beyond the control of FreshDirect or which are not reasonably foreseeable by FreshDirect.

Submission of Ideas

FreshDirect policy is to not accept or review unsolicited ideas or suggestions from persons outside the company. Notwithstanding such policy, any ideas, suggestions, know-how, or concepts that are offered or communicated to FreshDirect through this Platform or otherwise shall be the property of FreshDirect, and may be treated by FreshDirect as non-confidential information. FreshDirect shall have the unrestricted right to use and disclose such ideas, suggestions, know-how or concepts for any purpose without compensation or obligation to any party.

Promotions and Promotional Codes

Any and all offers or promotions advertised on this Platform are void where prohibited, and are subject to the posting of any official rules to such offers or promotions. FreshDirect may create promotional codes that may be redeemed for purchases or offers on the Platform, subject to any additional terms that FreshDirect establishes for such promotional code (each a "Promo Code"). You agree that a Promo Code: (i) must be used for the intended audience, recipients, and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public or recipients that were not intended or permitted by FreshDirect (whether posted to a public form or otherwise), unless expressly permitted by FreshDirect; (iii) may be disabled by FreshDirect at any time for any reason without liability to FreshDirect; (iv) may only be used pursuant to the specific terms that FreshDirect establishes for such Promo Code; (v) is not valid for cash; and (vi) may expire prior to your use. FreshDirect reserves the right to withhold or deduct credits or other offers or benefits obtained through the use of Promo Codes by you or any other user in the event that FreshDirect determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms of Use.

Liability of FreshDirect and Its Licensors and Partners

The use of the Platform or the Contents is at your own risk. The Contents in this Platform could include technical inaccuracies or typographical errors. FreshDirect may make changes or improvements at any time.

YOU EXPRESSLY AGREE THAT USE OF THE FRESHDIRECT SERVICE, THE PLATFORM, AND THE INTERNET IS ENTIRELY AT YOUR OWN RISK. THE FRESHDIRECT SERVICE, THE PLATFORM, AND ITS CONTENTS ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, FRESHDIRECT DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE FRESHDIRECT SERVICE, THE PLATFORM, OR ITS CONTENTS OR WITH RESPECT TO ANY INFORMATION, SERVICES, AND PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE FRESHDIRECT SERVICE; FRESHDIRECT DOES NOT ADOPT ANY REPRESENTATION OR WARRANTY OF ANY MANUFACTURER OR MERCHANT OF ANY SUCH INFORMATION, SERVICE, OR PRODUCTS. FRESHDIRECT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE AVAILABILITY, RELIABILITY, CORRECTNESS, ACCURACY, CONTENT, OR OTHERWISE OF ANY INFORMATION, SERVICES, OR PRODUCTS OBTAINED THROUGH THE PLATFORM OR THE FRESHDIRECT SERVICES. FRESHDIRECT DOES NOT WARRANT THAT THE FUNCTIONS PROVIDED BY THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

NEITHER FRESHDIRECT NOR ANY OF ITS DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, REPRESENTATIVES, JOINT VENTURE PARTIES, INDEPENDENT CONTRACTORS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, OR LICENSORS (COLLECTIVELY, "FRESHDIRECT PARTIES") SHALL BE LIABLE, IN CONTRACT OR IN TORT, FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOSS OF DATA, INCOME, OR PROFIT; OR LOSS OR DAMAGE TO PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE PLATFORM, THE FRESHDIRECT SERVICE, OR THE INTERNET. FRESHDIRECT'S LIABILITY SHALL BE LIMITED TO PROVIDING YOU WITH A REFUND FOR ANY PRODUCT THAT IS RETURNED. YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE FRESHDIRECT SERVICE AND TO TERMINATE THIS AGREEMENT. FRESHDIRECT RESERVES THE RIGHT TO LIMIT YOUR ORDER OR THE QUANTITY OF A SPECIFIC PRODUCT YOU MAY ORDER. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES OR OF IMPLIED WARRANTIES, IN SUCH STATES AND JURISDICTIONS LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Indemnity

The material in the Platform is provided for lawful purposes only. FreshDirect operates this Platform for use in specific jurisdictions where it provides the FreshDirect Services, and makes no representation that these materials are appropriate or available for use in other locations. If you use the Platform from other locations, you are responsible for compliance with applicable local laws. Price and availability information is subject to change without notice and may vary geographically.

You agree to defend, indemnify, and hold FreshDirect Parties harmless from any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, settlements and expenses, including attorney's fees, accounting fees, and costs, arising in connection with, resulting from, or alleged to result from, your use of the Platform or Contents, or your violation of these Terms of Use.

Your Account

If you use this Platform, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You agree to accept responsibility for all activities that occur under your account or password. FreshDirect reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.

General

FreshDirect makes no claims that the Contents are appropriate or may be downloaded outside of the United States of America. Access to the Contents may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. The following provisions survive the expiration or termination of these Terms of Use for any reason whatsoever: Liability of FreshDirect and its Licensors and Partners, Use Restrictions, User Submissions, Submission of Ideas, Indemnity, Applicable Laws, and Complete Agreement.

Applicable Laws

This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws rules. You expressly agree that exclusive jurisdiction for any claim or dispute with FreshDirect or relating in any way to your use of the FreshDirect Service or the FreshDirect Platform resides in the federal and state courts of New York and you further expressly consent and agree to personal jurisdiction by the state and federal courts sitting in the State of New York in connection with any such dispute, including any claim involving FreshDirect Parties. Any cause of action by you must be instituted within one year after the claim or cause of action has arisen, or it shall be barred. If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

Notice and Take Down Procedures

If you believe any Submission accessible on or from the Platform infringes your copyright, you may request removal of those materials (or access thereto) from this Platform by contacting FreshDirect (address identified below) and providing the following information:

1. Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
2. Identification of the Submission that you believe to be infringing and its location. Please describe the Submission, and provide us with its URL or any other pertinent information that will allow us to locate the Submission.
3. Your name, address, telephone number, and (if available) email address.
4. A statement that you have a good faith belief that the complained of use of the work is not authorized by the copyright owner, its agent, or the law.
5. A statement that the information you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or authorized representative.
6. A signature or the electronic equivalent from the copyright holder or authorized representative.

Our address for copyright issues relating to this Platform is as follows:

FreshDirect, LLC
2 St Anns Ave
Bronx NY 10454
Attn: Copyright Agent c/o Legal Department
Phone: (718) 928-1000

In an effort to protect the rights of copyright owners, FreshDirect maintains a policy for the termination, in appropriate circumstances, of users of this Platform who are repeat infringers.

Complete Agreement

Except as expressly provided in a particular notice or disclaimer posted by or on behalf of FreshDirect on this Platform, these Terms of Use, the Customer Agreement and the FreshDirect Privacy Policy, constitute the entire agreement between you and FreshDirect with respect to the use of the Platform and Contents.