TERMS AND CONDITIONS

Last Updated: November 19, 2020

Welcome to lillybfoods.com (the “Website”).

1. OVERVIEW

The Website is owned and operated by Treasure Valley Food Holdings, LLC (“Company,” “we,” or “us”) with its headquarters located in Meridian, Idaho. We are making the Website available to our visitors (“you”), subject to the below terms of use (“Terms of Use”).

Please carefully review these Terms of Use and our Privacy Policy. Your use of the Website constitutes your acceptance of these Terms of Use and your agreement to be bound by them. If you do not agree to these Terms of Use or our Privacy Policy, you may not use the Website.

2. CHANGES TO TERMS

We may, for any reason and without notice, make changes to the Website and Terms of Use. Any changes to these Terms of Use will take effect when posted to the Website. Your use of the Website is subject to the most current version of these Terms of Use posted at the time of such use. By your continuing use of the Website after changes are posted, you will be deemed to have accepted all such changes.

3. INTELLECTUAL PROPERTY AND TRADEMARKS

All of the content featured or displayed on the Website, including without limitation text, graphics, photographs, images, moving images, sound, and illustrations (“Content”), is owned by Company, its licensors, vendors, agents and/or its Content providers. All elements of the Website, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. The Website, including its Content and all associated intellectual property, may only be used as explicitly permitted in these Terms of Use.

All trademarks, service marks and trade names displayed on this Website are the property of Company in the United States and/or internationally. No material contained on this Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Content displayed on the Website without Company’s express written consent.

You acknowledge and agree that all questions, comments, ideas, feedback or other information provided by you to us (“Feedback”) are not confidential and that we may reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Feedback as we deem appropriate, for any and all commercial or non-commercial purposes. If you suggest any new features and/or functionality for the Website that we subsequently incorporate into the Website (or any other website, product or service of ours), you further acknowledge that Company shall own, and has all rights to use, such suggestions, and any website, product or service of ours incorporating such new features and/or functionality shall be the sole and exclusive property of Company.

4. USE OF WEBSITE

Your use of the Website and Content is limited to personal and non-commercial use only, provided that you leave all the copyright notices, including copyright management information, or other proprietary notices intact. You may not copy, distribute, modify, transmit, reuse, re-post, or otherwise display any portion of the Website or its Content for public or commercial purposes without our express written permission.

As a condition of your use of the Website, you warrant that you will not use the Website for any purpose that is unlawful or prohibited by these Terms of Use. You may not use the Website in any manner that could damage, disable, overburden, or impair the Website or interfere with any other party’s use and enjoyment of the Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code, modify, transcribe, store, translate, sell, lease, transfer, distribute or create derivative works of the Website and/or the Content. You also may not violate or attempt to violate the security of the Website or Company’s computer systems or use the Website to violate the security of other websites owned by the Company by any method.

Company may take whatever remedial action it determines in its sole discretion is appropriate if you engage in any prohibited acts, including, but not limited to, immediate suspension or cancellation of your access to the Website. You agree that disputes arising from an alleged violation of these Terms of Use or any associated intellectual property rights may result in Company suffering irreparable harm and that, in the event of such a dispute, Company and/or another member of the Flagship Group (as defined below) may seek a restraining order, preliminary injunctive relief, an injunction, specific performance or other equitable relief and/or legal remedies.

You agree that Company may, in its sole discretion and without prior notice to you, terminate your access to the Website, including as a result of (i) requests by law enforcement or other government agencies, (ii) a request by you, (iii) discontinuance of the Website or (iv) unexpected technical issues or problems. We similarly reserve the right to do any of the following, at any time, without notice: (a) modify, suspend or terminate operation of or access to the Website, or any portion of the Website, for any reason; (b) modify or change the Website, or any portion of the Website, and any applicable policies or terms; and (c) interrupt the operation of the Website, or any portion of the Website, as necessary to perform routine or non-routine maintenance, error correction or other changes.

5. ELECTRONIC COMMUNICATIONS

By visiting the Website or otherwise communicating with us, you consent to receive electronic communications from us and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. If, at any time, you wish to opt-out of receiving electronic communications, please contact us at the contact information listed below.

6. OPERATIONS IN UNITED STATES

We operate the Website from the United States and it is directed to those individuals and entities located in the United States. It is not directed to any person or entity in any jurisdiction where (by reason of nationality, residence, citizenship or otherwise) the publication or availability of the Website and its Content, including its products and services, are unavailable or otherwise contrary to local laws or regulations. If you access the Website from locations other than the United States, you are responsible for compliance with any applicable local laws.

7. LINKS

We may provide links to various other websites from this Website, including but not limited to third party websites that are distributors of our products. We provide such links for your convenience only. However, Company does not control such third party websites and is not responsible for their content nor is it responsible for the accuracy or reliability of any information, data, opinions, advice, or statements contained within such websites. Please read the terms and conditions and/or privacy policies of any other website you may link to from this Website. These Terms of Use apply only to this Website. If you decide to access any of the third party sites linked to this Website, you do so at your own risk.

Subject to these Terms of Use, you are permitted to link to our homepage for the Website. You may not link to the Website in a manner that may damage our reputation or take advantage of it or suggest an approval or endorsement without our prior written consent. You may not establish a link from any website that is not owned by you. You agree to cooperate with us in causing any unauthorized linking immediately to cease. We reserve the right to withdraw linking permission without notice.

8. DISCLAIMER

THE WEBSITE, AND ANY CONTENT, ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, ACCURACY, AND NON-INFRINGEMENT, ALL OF WHICH COMPANY EXPRESSLY DISCLAIMS ON BEHALF OF ITSELF AND EACH OF ITS PAST, PRESENT AND FUTURE AFFILIATES, SUBSIDIARIES, MEMBERS, OFFICERS, MANAGERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (THE “FLAGSHIP GROUP”). THE FLAGSHIP GROUP DOES NOT ENDORSE AND MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, OR RELIABILITY OF THE CONTENT, AND THE FLAGSHIP GROUP WILL NOT BE LIABLE OR OTHERWISE RESPONSIBLE FOR ANY FAILURE OR DELAY IN UPDATING THE WEBSITE OR ANY CONTENT. WE HAVE NO DUTY TO UPDATE THE CONTENT OR THE WEBSITE. THE FLAGSHIP GROUP MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE WEBSITE OR THE CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ARE RESPONSIBLE FOR ANY RESULTS OR OTHER CONSEQUENCES OF ACCESSING THE WEBSITE AND USING THE CONTENT, AND FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY CONTENT YOU MAY ACCESS, DOWNLOAD OR OTHERWISE OBTAIN IS FREE OF VIRUSES OR ANY OTHER HARMFUL COMPONENTS. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

9. LIMITATION OF LIABILITY

YOUR USE OF THE WEBSITE AND THE CONTENT IS AT YOUR OWN RISK. THE FLAGSHIP GROUP SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO, USE OF OR RELIANCE ON THE WEBSITE OR ITS CONTENT (EVEN IF THE FLAGSHIP GROUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OR THAT ARISE IN CONNECTION WITH MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM A WEBSITE VISITOR, ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION OR DELIVERY, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, PROGRAMS OR FILES, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE WEBSITE OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO, THE WEBSITE OR THE CONTENT. IN THE EVENT OF ANY PROBLEM WITH THE WEBSITE, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE ACCESSING AND VIEWING THE WEBSITE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY, SO THIS LIMITATION MAY NOT APPLY TO YOU.

10. INDEMNITY

You agree to defend, indemnify, and hold the Flagship Group harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable attorney’s fees, resulting from, or alleged to result from (i) your access, viewing or use of the Website, (ii) your violation of these Terms of Use, (iii) your actual or alleged infringement of the intellectual property rights of Company or third parties or (iv) your actual or alleged failure to comply with any applicable laws and/or regulations.

11. MISCELLANEOUS

You agree to defend, indemnify, and hold the Flagship Group harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable attorney’s fees, resulting from, or alleged to result from (i) your access, viewing or use of the Website, (ii) your violation of these Terms of Use, (iii) your actual or alleged infringement of the intellectual property rights of Company or third parties or (iv) your actual or alleged failure to comply with any applicable laws and/or regulations.

If any provision in these Terms of Use is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that these Terms of Use and all incorporated agreements may be automatically assigned by Company in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. These Terms of Use set forth the entire understanding and agreement between us with respect to the subject matter hereof. Sections 3, 5, 8, 9, 10 and 11 shall survive termination or expiration of these Terms of Use, as well as any other provisions that by their nature or context should survive.

If you have questions or concerns with respect to these Terms of Use, please contact Company by e-mail at contactfpfg@flagshipfood.com, by phone at 208-383-9600, or by mail directed to 851 N. Hickory Ave., Ste. 200, Meridian, ID 83642, Attention Lilly B Foods.