Terms of use
License and Terms of Use: MRV Dairy Solutions (“AGGREGATOR”) grants to Suppliers (“PRINCIPAL”), Aggregator’s Customers (“CUSTOMER”) and their agents (User) a limited, revocable, non-exclusive license to access this website for the purpose of submitting proposals to provide dairy and dairy related products (“Products”) to AGGREGATOR for review and possible selection by Aggregator’s Customer, pricing and price changes, product maintenance, product and price forecasting and Data specific to Aggregator’s Customers for use by AGGREGATOR, CUSTOMER and PRINCIPAL. This limited license does not include any right by PRINCIPAL, CUSTOMER or its agents to collect, aggregate, copy, duplicate, display or use in a derivate manner the information on this website for any purpose unless expressly permitted in writing by AGGREGATOR. AGGREGATOR provides this online communication to PRINCIPAL and CUSTOMER subject to the terms of use that are set forth below (“Terms of Use”). By using this website in any manner, User hereby agrees to comply with all of the Terms of Use, agrees that it has read and understood all of the contents of the Terms of Use, and agrees that it shall be bound by all of the terms and conditions of the Terms of Use. AGGREGATOR may establish limits concerning the use of this website.
Modifications to Terms of Use: AGGREGATOR reserves the right, at its sole discretion, to change, modify or otherwise alter the Terms of Use at any time without the written notice to User. Such modification shall become effective immediately upon the posting thereof. AGGREGATOR reserves the right at any time to modify or discontinue its website (or any part thereof) with or without notice. AGGREGATOR shall not be liable to User or any third party for any modification, suspension or discontinuance of this website.
No Commitment: Any and all responses to Requests for Proposals (RFP) submitted by PRINCIPAL do not commit CUSTOMER or AGGREGATOR to award any contract or to pay any costs incurred in the preparation or submission of proposals by PRINCIPAL. CUSTOMERs reserve the right to reject any or all proposals received in response to an RFP and to negotiate with any other PRINCIPAL to provide Products identified in the RFP. CUSTOMER may award only a portion of its requirements under any RFP as it may deem appropriate, or in its sole discretion, add additional requirements to its RFP. An RFP contains no contractual obligation or proposal of any kind, and any bid submitted by PRINCIPAL shall be regarded only as a proposal by PRINCIPAL to CUSTOMER. No contractual relationship shall exist except pursuant to a written contract signed by the authorized individual of any CUSTOMER and the PRINCIPAL selected by such CUSTOMER.
Non-Disclosure of Confidential Information: User represents that it shall not disclose Confidential Information disclosed to User through this website. For the purpose of the Terms of Use, “Confidential Information” shall mean and include the following: (1) identity of the PRINCIPAL or CUSTOMER; (2) all PRINCIPAL’s or CUSTOMER’s contact information; (3) prices of the Products submitted by PRINCIPAL in response to any and all RFPs communicated through this website; (4) any and all financial information concerning CUSTOMER disclosed to PRINCIPAL on this website or by CUSTOMER; and (5) the types and amounts of Product acquired by CUSTOMER from PRINCIPAL as a result of any and all transactions that relate to this website. , including information regarding Products and prices, and other materials transmitted through or linked from this website (“Content”) are the sole responsibility of the person or organization from whom such Content originated. AGGREGATOR does not control, and shall not be responsible for Content made available through this website. AGGREGATOR does not warrant or guaranty the accuracy or value of the Content that is communicated on this website or any communications that may occur between PRINCIPAL and any CUSTOMER. It is PRINCIPAL’s responsibility to verify with CUSTOMER any and all information provided to PRINCIPAL by AGGREGATOR. The act of accessing this website shall evidence User’s agreement that User shall not hold AGGREGATOR or any of its agents or information providers liable in any way for any damage or loss of any kind that User may suffer as a result of User’s reliance on information that User receives through this website. Any and all business transactions and other interactions between PRINCIPAL and any CUSTOMER found on this website, including the payment and delivery of Products, and any other terms, conditions, warranties or representations associated with such transactions unless such terms and conditions are set forth in the Terms of Use, are solely between PRINCIPAL and any CUSTOMER. User agrees that AGGREGATOR shall not be responsible or liable for any loss or damage of any type or sort incurred by PRINCIPAL or CUSTOMER as a result of any transaction between PRINCIPAL and CUSTOMER. If there is any dispute between PRINCIPAL and any CUSTOMER or a third party introduced to PRINCIPAL through this website, PRINCIPAL shall not include AGGREGATOR and AGGREGATOR has no obligation, to become involved in such dispute. PRINCIPAL and CUSTOMER waives any and all claims, demands, damages, whether actual or consequential, of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to a dispute between PRINCIPAL and any CUSTOMER or third party introduced to PRINCIPAL or CUSTOMER through this website. PRINCIPAL and CUSTOMER hereby waives California Civil Code §1542 which states the following: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing a release, which have known by him or her must have materially affected his or her settlement with the debtor.”
Compliance: PRINCIPAL hereby represents and warrants to AGGREGATOR that its responses to RFP conform to all requirements under federal and state laws and regulations.
CUSTOMER’s Reservation of Rights: PRINCIPAL agrees that cost is a primary factor that will be used to decide the winning bid; however, the lowest bid will not be automatically awarded the contract. CUSTOMER reserves the right to reject any bid if CUSTOMER is not satisfied that the PRINCIPAL is qualified to carry out the obligations of the contract.
Approval and Revocation: Participation by PRINCIPAL is subject to approval by AGGREGATOR and may be revoked at any time by AGGREGATOR for unlawful or unprofessional acts including, but not limited to, the submission of inaccurate or fraudulent information. Any inability by AGGREGATOR to validate representations made by PRINCIPAL either at the time of registration application or during any investigation or research by AGGREGATOR of PRINCIPAL shall not prevent AGGREGATOR from suspending PRINCIPAL’s use of this website at a later time.
Intellectual Property: User agrees that all posted listings and contact information is provided for the use of registered members, and that AGGREGATOR retains all rights, title and interests, including copyright and other proprietary rights, in the services that it provides and all materials that appear on the website, including, but not limited to, text, images and other data. User shall not copy, license, sell, transfer, make available or otherwise distribute any content on the website. User shall use its best efforts to stop any unauthorized copying or distribution immediately after such unauthorized use becomes known to User. AGGREGATOR reserves the right to terminate the use of this website by User if User violates the herein terms.
“As Is” Information: AGGREGATOR does not verify the information provided by PRINCIPAL or by CUSTOMER, and AGGREGATOR makes no warranties regarding the completeness, accuracy or availability of the information on this website.
No Consequential Damages: In no event shall AGGREGATOR be liable to PRINCIPAL, CUSTOMER or any third party for any direct, indirect, special, exemplary or consequential damages, including lost profits, based on any breach of warranty, contract, negligence, strict liability, or otherwise arising under the use of this website or any services or Products to be provided pursuant to any communication as a result of this website, whether or not AGGREGATOR had any knowledge, actual or constructive, that such damages might be incurred.
Hyperlinks: This website may contain hyperlinks to other websites controlled by parties other than AGGREGATOR. AGGREGATOR shall not be responsible for and does not endorse the contents of such websites. AGGREGATOR makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained on any such site.
No Collusion by PRINCIPAL or CUSTOMER: PRINCIPAL shall not divulge, discuss, or compare its bid or any other information in regards to an RFP communicated by PRINCIPAL or CUSTOMER to this website to include any comparison of its bid with other suppliers or CUSTOMERs, and shall not collude with any other supplier, CUSTOMER or other party in regards to any RFP.
Bid Clarification: PRINCIPAL is expected to exercise its best professional independent judgment in analyzing the requirements of any RFP to ascertain whether additional clarification is necessary or desirable before responding. If there are any discrepancies in, or omissions to, the RFP or if there are any questions as to any information provided in the RFP, PRINCIPAL has the obligation to submit a request for clarification, via e-mail, prior to submitting a bid in response to the RFP.
No Modifications: PRINCIPAL shall not be permitted to modify submitted responses to RFP.
Representation by PRINCIPAL: By submitting a bid, PRINCIPAL represents that it has read and completely understands the RFP and any associated documents.
Indemnity by PRINCIPAL and CUSTOMER: PRINCIPAL and CUSTOMER, for itself and its successors, assigns, heirs, executors, administrators, and legal representatives, agree to indemnify, defend, and hold harmless AGGREGATOR, and its officers, directors, employees, control persons, and attorneys from and against any and all complaints, grievances, demands, obligations, promises, agreements, claims, actions, and causes of action, whether civil or criminal, and any and all loss, liability, damage, cost and expense (including interest, penalties, and settlements), fines, costs and expenses (to include reasonable attorney’s fees) incurred in connection with or related to the investigation or defense of any and all claims or causes of action, arising out of or relating to any act or omission by PRINCIPAL or CUSTOMER. In all events, AGGREGATOR shall have the right to participate in the defense of any suit or proceeding in which AGGREGATOR is named as a party through legal counsel of AGGREGATOR’s own choosing.
Disclaimer of Warranty: There are no warranties, and AGGREGATOR expressly denies, rejects and disclaims any warranty expressed or implied, regarding the correctness, accuracy, timeliness, or completeness of any information or services provided by AGGREGATOR through this website.
Limitation of Liability: AGGREGATOR, its affiliates, employees, officers and agents shall not be liable to PRINCIPAL, CUSTOMER or to any third party for any loss or damage, whether direct or indirect, resulting from delays or interruptions of this website because of mechanical or electrical problems storms, strikes, walk-outs, equipment or system failure, or any other cause over which AGGREGATOR, its affiliates, employees, officers or agents, has no reasonable control. AGGREGATOR, its affiliates, employees, officers and agents shall not be liable to PRINCIPAL, CUSTOMER or to any third party for any loss or damage, direct or indirect, resulting from inaccuracies, erroneous statements, errors of fact, omissions, or errors in the transmission or delivery of information from or by this website. In no event shall AGGREGATOR be liable to PRINCIPAL, CUSTOMER or to any third party for special, indirect, incidental, or consequential losses or damages which PRINCIPAL, CUSTOMER or such third party, may incur or experience as a result of accessing or using this website.
Period to Make Claims: Any action or arbitration by User against AGGREGATOR, its affiliates, officers, directors, agents, employees, successors or assigns, based upon any act or omission arising out of or relating to the use of this website, shall be commenced within six (6) months of the first occurrence giving rise to such claim or be forever barred. This section does not modify or otherwise affect the limitation of AGGREGATOR’s liability as set forth above.
Advertisements and Surveys: AGGREGATOR reserves the right to display online advertisements on this website. AGGREGATOR may periodically conduct surveys of suppliers to improve the types of services offered by AGGREGATOR. AGGREGATOR reserves the right to share aggregated and non-identifying information about suppliers with CUSTOMERs, advertisers and other third parties.
No Third-Party Beneficiary: PRINCIPAL and CUSTOMER agree that they are not a third-party beneficiary of any agreement between AGGREGATOR and PRINCIPAL, or AGGREGATOR and CUSTOMER.
Accuracy of Data: PRINCIPAL shall be solely responsible for the inputting of data regarding PRINCIPAL’s Products (to include prices and other terms), and PRINCIPAL shall be solely responsible for the accuracy and adequacy of the information and data furnished to CUSTOMER and AGGREGATOR.
Passwords and Security: User shall be responsible for all use of its account and maintaining the confidentiality of all passwords and information. User shall not permit the sharing of passwords and account numbers. Any use of this website shall be at User’s own risk.
Operating Environment: User agrees the successful implementation and use of this website depends upon User’s utilization of appropriate hardware and software. AGGREGATOR reserves the right to request that User upgrade or change its hardware or software to successfully implement or use this website. User shall be responsible for providing all hardware and software at its own expense.
Record Retention: User agrees that any storage capability by AGGREGATOR with respect to this website is not intended to and does not replace User’s record retention system. User shall be obligated to retain and maintain all information regarding bids, RFPs, and any and all information in connection with its use of this website.
Attorney’s fees: If any legal action, including arbitration or an action for declaratory relief, is brought to enforce or interpret the provisions of this Website Terms of Use, the prevailing party shall be entitled to reasonable attorney’s fees and cost.
Applicable Law: The laws of the State of California shall govern the application, interpretation, and enforcement of this Agreement. Venue shall be Orange County, California.
Severability: If any term of this agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
Entire Agreement: This agreement constitutes the entire agreement and understandings between AGGREGATOR and User regarding the subject matter of this agreement, and supersede all prior or contemporaneous agreements whether written or oral.
