IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN THE CUSTOMER IDENTIFIED ON THE CUSTOMER ORDER ("You" or the "Customer") AND MERCHANTS DISTRIBUTORS, LLC ("We" or "Company"). BEFORE ACCESSING OR USING ANY PART OF THE SERVICES PROVIDED BY THE COMPANY, YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS TERMS OF SERVICE AGREEMENT (the or this "TOS") AS THEY GOVERN YOUR ACCESS TO AND USE OF ANY PROGRAMS, SERVICES, TOOLS, WEBSITES, MATERIALS, EQUIPMENT, OR INFORMATION AVAILABLE THROUGH THE COMPANY OR USED IN CONNECTION THEREWITH AND AS MAY BE DOCUMENTED IN AN ORDER FORM (collectively, the "Services”). THE COMPANY IS WILLING TO PROVIDE AND ALLOW THE USE OF THE SERVICES ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS TOS. IF YOU DO NOT AGREE WITH THIS TOS, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE SERVICES. THIS TOS AND ANY CUSTOMER ORDER(S) SHALL BE REFERRED TO COLLECTIVELY AS THE AGREEMENT.

1. Definitions.
   1. “Access Credentials” means all login information, passwords, and credentials used by Authorized Users to access and use the Services.
   2. “Agreement” means any and all Customer Order(s) together with this TOS.
   3. “Authorized Users” means Customers employees who are authorized to use the Services.
   4. “Company Materials” means any data or information shared by Company with Customer pursuant to the Services, including but not limited to processes, deliverables, work product, analyses, reports, training information, and intellectual property.
   5. “Customer Data” means all content, information, data, or other materials provided by Customer under the Agreement.
   6. “Equipment” means certain devices or equipment provided by Company as part of the Services to facilitate use of the Services.
   7. “Feedback” means any suggestions, information, material, or other content provided to the Company regarding the Services.
   8. “Fees” means costs and expenses for any Services (including but not limited to training, support, installation, or related costs and expenses) identified on the Customer Order or as otherwise agreed between the parties.
   9. “Other Terms” means additional notices, terms and conditions, or other requirements of Company or Vendors that govern the use of the Services.
   10. “PCI-DSS” means Payment Card Industry Data Security Standard.
   11. “Store(s)” means your retail grocery store location(s) receiving Services.
   12. “Third-Party Equipment” means any equipment manufactured, owned, or otherwise provided by a Vendor as part of the Services.
   13. “Third Party Software” means software created and/or owned by a Vendor.
   14. “Vendor(s)” means Company’s third-party vendor partners.
       
       
2. License. This TOS provides to you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use the Services for internal business purposes only, conditioned on your continued compliance with the terms and conditions of this TOS and payment of all Fees. Other Terms may be required or otherwise apply to the Services provided hereunder, all of which are made a part of this TOS by this reference, and you agree to abide by such Other Terms. You agree to be bound by the Agreement for so long as you are receiving Services from or through the Company.
   
   
3. Restrictions. You may not use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit the Services or any data provided by Company through the Services in any manner not expressly permitted by this TOS. In addition, you may not modify, translate, decompile, create any derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the Services. Moreover, you may not (i) use any "deep link," "page scrape," "robot," "spider," or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Services or in any way reproduce or circumvent the navigational structure or presentation of the Services to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Services, (ii) attempt to gain unauthorized access to any portion or feature of the Services, including, without limitation, the account of any other users, or any other systems or networks connected to the Services, or to any Company server by hacking, password "mining," or any other illegitimate or prohibited means, (iii) probe, scan, or test the vulnerability of the Services or any network connected to the Services, nor breach the security or authentication measures on the Services or any network connected to the Services, (iv) reverse look-up, trace, or seek to trace any information on any other user of the Services, (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Company or Company's systems or networks or any systems or networks connected to the Services, (vi) use any device, software, or routine to interfere with the proper working of the Services or any transaction conducted through the Services, or with any other person's use of the Services, (vii) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you on or through the Services, (viii) market, co-brand, private label, separately distribute, resell, or otherwise permit third parties to access and use the Services (or any part thereof) without Company’s express, separate, and prior written permission, or (ix) use the Services in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact Company or Vendors.
   
   
4. Payment. You agree to promptly pay any Fees to the Company within thirty (30) days of receipt of an invoice. Fees are non-refundable and non-cancellable. If Customer fails to make any payments when due, a late fee of the lesser of one- and one-half percent (1.5%) or the maximum amount under applicable law shall be applied to any outstanding balance. Customer is responsible and shall reimburse Company for all costs of collection, including reasonable attorneys’ fees, related to collecting overdue payment. You are solely responsible for all payment of taxes associated with the Services provided hereunder, except for taxes relating to the Company’s net income.
   
   
5. Support. Unless support is provided directly by a Vendor, Company may provide Level 1 support to Customer during the Term and/or escalate issues to the applicable Vendor for review and resolution. Except as otherwise agreed upon, Company may provide Customer with one (1) initial training session, on-site or remotely. Any additional training will be billed at Company’s then-current rate and will include reasonable travel time where training is provided on-site.
   
   
6. Term and Termination. This TOS and your right to use the Services will take effect at the moment you click "ACCEPT" or otherwise sign/agree to a Customer Order and is effective until terminated as set forth below. In addition, Company reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this TOS, to terminate or suspend your access to the Services or to any portion thereof in order to protect its name and goodwill, its business, and/or other customers. Company’s election to terminate shall not limit any payment obligations owed by Customer prior to termination. Company may terminate the Agreement immediately if: (a) Customer fails to make any payment when due, (b) any proceeding in bankruptcy, receivership, liquidation, or insolvency is commenced against Customer and is not dismissed within thirty (30) days; (c) Customer makes any assignment for the benefit of its creditors, becomes insolvent, commits any act of bankruptcy or ceases to do business as a going concern, or (d) Customer fails to comply with the Agreement. Company may terminate the Agreement with respect to certain Services for any reason with or without cause. In the event of early termination or default by Customer, Company shall be entitled to receive liquidated damages. The amount of liquidated damages will be an amount equal to fifty percent (50%) of the remaining payments left in the Term. Upon termination or expiration hereof, Customer shall return all Equipment and Third-Party Software to Company at Customer’s sole cost, expense, and risk of loss. In the event Customer fails to return the Equipment in a reasonable amount of time, Customer shall pay to Company the market value of the Equipment at the date of termination or expiration plus ten percent (10%). Upon such payment, Customer will own the Equipment.
   
   
7. Your Responsibilities.
   1. You are solely responsible for: (i) selection and evaluation of the Services to meet your business and technical requirements and to achieve your intended outcomes; (ii) the results obtained from use and operation of the Services; (iii) maintaining (including replacement costs, where applicable) all equipment, resources, hardware, and connectivity requirements necessary in order to access and use the Services including, but not limited to, appropriate personnel, paper, computers, tablets, or other mobile devices, wi-fi connections, minimum operating systems and browser requirements as requested by the Company (iv) providing and maintaining the appropriate operating environment, including power and internet connections, related security and access controls, and maintaining back-up and disaster recovery procedures and facilities (if applicable); (v) adherence to any applicable electronic payment processing standards or requirements related to Customer’s operations, including but not limited to, PCI DSS compliance (where applicable); (vi) the content of all Customer Data, the selection and implementation of controls on the access and use of Customer Data, and the protection and back-up of any storage of Customer Data; and (viii) compliance with all applicable city, state, and federal laws, rules or regulations, including with regards to Customer Data or reporting requirements. Customer agrees that Company shall have no responsibility for failure to provide Services in accordance with this Agreement due to incomplete or incorrect Customer Data or other information or requests by Customer or for maintaining Customer’s POS system or pricing related thereto.
   2. Where applicable, Customer will safeguard and ensure that all of its Authorized Users safeguard all Access Credentials. Customer agrees to keep its Authorized Users’ Access Credentials secure and confidential and not to allow any Authorized Users to provide their Access Credentials to anyone else, including any other employee or contractor of Customer. Company reserves the right, in its sole discretion and without liability to take any action it deems necessary or reasonable to ensure the security of the Services and Customer’s Access Credentials and account, including without limitation terminating Customer’s access or the access of any of Customer’s Authorized Users, changing passwords, or requesting additional information. Customer is solely responsible for its employees’ compliance with this TOS.
      
      
8. Disclaimer. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE SERVICES (INCLUDING WITHOUT LIMITATION THE EQUIPMENT) ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES RELATED THERETO, EXPRESS, OR IMPLIED, IN FACT OR BY OPERATION OF LAW, AND SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTIABILITY, PERFORMANCE, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY AS TO THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. COMPANY DOES NOT WARRANT THAT THE SERVICES ARE PROVIDED ERROR-FREE OR UNINTERRUPTED. CUSTOMER’S USE OF THE SERVICES IS AT CUSTOMER’S SOLE RISK, AND CUSTOMER IS RESPONSIBLE FOR DETERMINING IF THE SERVICES WILL FIT CUSTOMER’S NEEDS. COMPANY DOES NOT REPRESENT OR WARRANT THAT ANY SPECIFIC RESULTS WILL BE OBTAINED FROM THE USE OF THE SERVICES. CUSTOMER FURTHER AGREES THAT ANY SOFTWARE, HARDWARE, EQUIPMENT, PRODUCTS, OR SERVICES PROVIDED UNDER THIS AGREEMENT THAT ARE NOT OWNED, DEVELOPED, DESIGNED OR PERFORMED BY COMPANY CARRY THE WARRANTY (IF ANY) PROVIDED BY THE MANUFACTURER, DEVELOPER, OR OWNER, AND COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT THERETO. COMPANY SHALL NOT BE HELD LIABLE OR RESPONSIBLE FOR CONDITIONS BEYOND COMPANY’S CONTROL THAT MAY AFFECT THE PERFORMANCE OR ACCESSIBILITY OF THE SOFTWARE OR EQUIPMENT OR THE DATA CONTAINED THEREIN, INCLUDING, BUT NOT LIMITED TO, LOSS OR INTERRUPTION OF POWER, CUSTOMER OPERATING ENVIRONMENT FACTORS, PROGRAM VIRUSES AND MALWARE, INTERNET SERVICE DISRUPTIONS, ENVIRONMENTAL CONDITIONS AND OTHER NATURAL EVENTS, AND UNAUTHORIZED ACCESS OR SYSTEM OR DATA SECURITY BREACHES. COMPANY IS NOT RESPONSIBLE FOR ANY THIRD-PARTY SITES, SERVICES, OR LIMITATIONS, DELAYS, OR OTHER ISSUES RELATING TO THE USE OF THIRD PARTY SITES, THE INTERNET OR ELECTRONIC COMMUNICATIONS, OR ANY DAMAGES OR FAILURES RESULTING THEREFORM.
   
   
9. Third-Party Vendors, Software, and Equipment. You agree that the Company or its Vendors may provide the Services or a portion thereof to your Store(s). You further agree to allow Company or Vendors, as applicable, reasonable access to your computer systems, software, and any Equipment or other items provided under the Agreement to make changes reasonably necessary for provision of the Services. Third Party Software licensed or delivered hereunder is provided “AS IS" and with “ALL FAULTS.” Customer agrees to look solely and directly to the applicable Vendor for responsibility and/or liability for any warranties, maintenance, or any other claims relating to Third-Party Software or Third-Party Equipment. Company shall have no liability or responsibility whatsoever concerning (without limitation) the warranties, maintenance, malfunction, failure, or use or misuse of Third-Party Software or Third-Party Equipment, and Customer hereby waives any such liability or responsibility on the part of Company. Third Party Software and Third-Party Equipment may be subject to the Vendor’s applicable terms, conditions, and documentation, which may be made available to Customer upon request or as a separate agreement, and Customer agrees to be bound by such terms, conditions, and documentation. Customer understands that the use of any Third-Party Software or Third-Party Equipment outside the manufacturer’s recommended specifications may seriously affect its performance.
   
   
10. Equipment. Customer agrees to pay any shipping, delivery, fuel surcharges, or other associated fees required for delivery of Equipment. Equipment is the property of Company and shall remain the property of Company throughout the Term. Customer agrees not to encumber the Equipment or pledge the Equipment as security in any manner. Customer agrees to use the Equipment in a good and careful manner only for the purpose for which it was designed and comply with all the original manufacturer’s requirements and recommendations regarding the Equipment. Customer will not alter, modify, or attach anything to the Equipment or remove any asset tags or other identification information affixed to the Equipment. Customer agrees to keep the Equipment in good repair, appearance, and condition at its own expense, normal wear and tear excepted. Customer is solely responsible for all risk of loss, theft, damage, or destruction to the Equipment from any and every cause while in Customer’s custody and control. Company may repair or replace damaged Equipment, in its sole discretion, and charge Customer for the repair or replacement thereof.
    
    
11. Intellectual Property. Customer agrees that, unless otherwise specified, Company owns all worldwide rights, title, and interest in and to all the Services and Company Materials, excluding any Third-Party Software or Third-Party Equipment. Company shall have the unrestricted and unlimited right to use Company Materials for any purpose or in any manner in its sole discretion including but not limited to publishing, reproducing, modifying, distributing, and copying. Subject to Customer’s compliance with this Agreement, Company hereby grants Customer the limited, revocable, non-transferable, non-sublicensable, and non-exclusive right to use the Company Materials solely for its internal business purposes. Company and its Vendors retain all right, title, and interest not expressly granted in this TOS in and to the applicable Company Materials, Services, Third Party Software, or Third-Party Equipment, including but not limited to all intellectual property rights recognized in any country or jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded, including without limitation inventions, technology, patents rights, copyrights, trade secrets, trademarks, service marks, trade dress, methodologies, procedures, processes, know-how, tools, utilities, techniques, concepts, ideas, models, algorithms, user interfaces and screen designs, software tools, and training methodology. Except as provided herein, nothing in this Agreement shall be construed as granting Customer any rights, title, or interest in or to Company Materials, Services, Third Party Software, or Third-Party Equipment.
    
    
12. Data. By signing this Agreement, Customer agrees that Company and its affiliates may create, collect, use, and disclose any information, including but not limited to Customer Data, statistics, metadata, or inferences provided by Customer or generated by or from Customer’s use of or access to the Services (“Data”) for providing the Services. Customer hereby grants to Company a perpetual, irrevocable, royalty-free, non-exclusive license to use the Data collected hereunder to: (i) perform its obligations under this Agreement; (ii) use, aggregate, manipulate, copy, modify, transform, adapt, or create derivative works from the Data for Company’s internal business use or provision of Services; and (iii) provide third party access to the Data for performance of Services. Customer consents to the uses of the Customer Data as identified above. Company agrees to store data in accordance with applicable industry standards for the type of Data being stored. Customer agrees that Company may work directly with any Vendors for purposes of providing the Services and collecting relevant Data. Customer agrees to make Data available to Company and Vendors as necessary for performance of the Services using Secure File Transfer Protocol or other appropriate methods for sharing the applicable Data. Customer shall not provide any Data containing any of the following: (a) credit card/Payment Card Industry (“PCI”) information, (b) bank account information, or (c) sensitive personal information, the nature of which if accessed by an unauthorized party would create a notification obligation to the individual customer under state or federal law. Customer hereby represents and warrants that (d) it has obtained all the necessary consents and provided all necessary disclosures in each case as required by law and entered into the applicable agreements to share the Data and grant the license as provided herein, and (e) Customer has obtained all appropriate consents necessary to share the Data.
    
    
13. Feedback. Company welcomes your feedback and suggestions about the Services. By transmitting any Feedback to Company, you represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to Company and enable Company or its Vendors to use such feedback. Any feedback received will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for Company to adopt, publish, reproduce, sublicense, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary.
    
    
14. Indemnification. Customer shall indemnify, defend, and hold harmless Company and its officers, directors, stakeholders, employees, agents, and their successors and assigns from and against any and all claims, demands, threats, losses, costs, suits, obligations, liabilities, damages, penalties, and expenses (including reasonable attorney fees) arising out of or relating to Customer’s breach of this Agreement and use of the Services, including without limitation Third-Party Software and Third-Party Equipment.
    
    
15. Limitation of Liability. COMPANY AND ITS VENDORS SHALL IN NO EVENT BE LIABLE FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SERVICES; LOST REVENUES, SAVINGS, OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE THEORY, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE COMPANY WAS PROVIDED NOTICE OF OR OTHERWISE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY'S AND ITS AFFILIATES', INCLUDING ANY VENDORS, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO THE COMPANY FOR THE SERVICES FOR TWELVE (12) MONTHS IMMEDIATELY PRECEEDING THE CAUSE GIVING RISE TO THE CLAIM. THE LIMITATIONS SET FORTH IN THIS SECTION APPLY EVEN IF THE LICENSEE'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
    
    
16. Governing Law. This Agreement (including all matters arising out of or relating to this Agreement) shall be governed by, construed, and enforced in accordance with the laws of North Carolina, notwithstanding choice of law provisions. Both Parties irrevocably consent to the personal jurisdiction of the federal and state courts in North Carolina for any disputes related to this Agreement.
    
    
17. Dispute Resolution. In the event a dispute, controversy, claim, or other disagreement between the Parties (“Dispute”) arises under this Agreement, the Parties agree to first attempt to resolve such Dispute by engaging in a good faith negotiation between executives with the authority to settle such Dispute at a mutually agreeable time and place within not less than sixty (60) days of notice of the Dispute. Should the Dispute remain unresolved thereafter, the Parties agree that the Dispute shall be submitted by either Party (presenting the issue and relief requested) to JAMS for mediation prior to any other dispute resolution process, including litigation. All mediations shall be considered confidential compromise and settlement discussions, and no representations, whether oral or written, made by either Party shall be admissible for any purpose in any subsequent proceedings.
    
    
18. Force Majeure. Except for Customer’s payment obligations, neither party shall be responsible for delay or failure to comply with this Agreement resulting from any cause beyond its reasonable control including but not limited to transportation delays, acts of God, fire, flood, accident, strike, lockout, war, riot, civil unrest, martial law, embargo, government regulation, or any other similar circumstance which prevents or hinders the party’s performance.
    
    
19. Miscellaneous. If any provision of this Agreement is held by final judgment of a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall be valid and enforceable to the fullest extent permitted by the law. The failure of either Party to enforce any of the provisions herein, or to exercise its rights hereunder, shall in no way be construed to be a waiver of such provisions. Customer shall not assign any of its rights or obligations hereunder without the prior written consent of the Company, and any assignment in violation of this provision shall be void. Notwithstanding the foregoing, this Agreement will be binding on and inure to the benefit of a Party’s respective heirs, executors, administrators, successors, and assigns. Nothing in this Agreement shall cause the Parties to be construed as being in a relationship as partners, joint venturers, employer/employee, principal/agent, or affiliates. All notices to Customer hereunder shall be in writing and emailed, mailed, sent, or delivered by hand delivery, national courier service, or registered mail with return receipt requested at the address listed on the Customer Order. Customer hereby consents to receive electronic communications and notifications.
    
    
20. Entire Agreement. The terms of this Agreement are intended by the Parties as a final and exclusive expression of their agreement with respect to the subject matter hereof and may not be contradicted by evidence of any prior or contemporaneous agreement. Any capitalized terms not defined in a Customer Order shall have the meaning set forth in this TOS. All obligations reasonably expected to survive termination hereof shall continue in the event of termination or expiration of the Agreement for any reason, including but not limited to the provisions concerning Company's proprietary rights, feedback, indemnity, disclaimers of warranty, limitation of liability, and governing law.
    
    
21. Changes. MDI reserves the right, at any time and without notice, to modify or terminate all or any portion of the Sites (and any activities thereon including, but not limited to, offerings, conferences, networking capabilities, analytics, or marketing), Services (including but not limited to pricing, offerings, or requirements), and these Terms. Please check back from time to time so you are aware of any changes or updates. The effective date of the Terms will be indicated at the top of the page. By continuing to use the Sites or Services after the posting of any such changes, you accept and agree to these Terms as modified.