Terms and Conditions San Miguel Produce, Inc. 600 E. Hueneme Road Oxnard, CA 93033 Terms and Conditions for Use of Website This web page represents a legal document and is the Terms and Conditions (Agreement) governing your use of our website, www.sanmiguelproduce.com (our “Website”). By using our Website, you agree to fully comply with and be bound by the following Agreement each time you use our Website. Please review the following terms carefully. OUR SERVICES Our Company, San Miguel Produce, Inc. offers marketing services (Services). DEFINITIONS The terms “us” or “we” or “our” refers to San Miguel Produce, Inc., the owner of this Website. A “User” is someone that merely browses our Website or who has registered with our Website to use our Services. All text, information, graphics, design, audio, video, messages, software, messages, communications, content and other content related to the Website as well as in e-mail, text and other electronic messages between you and our Website and through mobile and desktop applications of San Miguel Produce, Inc. that you may download or otherwise access through our Website, which may provide dedicated browser and/or non-browser-based interaction between you and this Website and data offered through our Website or Services, are collectively known as our “Content”. ACCEPTANCE OF AGREEMENT This Agreement is between you and San Miguel Produce, Inc. (“San Miguel Produce”). THIS AGREEMENT CONTAINS WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AND IN THEIR ENTIRETY, AS USING, ACCESSING AND/OR BROWSING OUR WEBSITE CONSTITUTES ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO BE BOUND TO EACH AND EVERY TERM AND CONDITION SET FORTH HEREIN, PLEASE EXIT OUR WEBSITE IMMEDIATELY AND DO NOT USE, ACCESS AND/OR BROWSE IT FURTHER. Except as otherwise noted, this Agreement constitutes the entire and only Agreement between you and San Miguel Produce, and supersedes all other Agreements, representations, warranties and understandings with respect to our Website, Services, and the subject matter contained herein. However, in order for you to use our Website and/or Services, you may also be required to agree to additional terms and conditions. Those additional terms and conditions will be incorporated into this Agreement unless otherwise stated. We may amend this Agreement at any time without specific notice to you. The latest Agreement will be posted on our Website, and you should review this Agreement prior to using our Website. After any revisions to this Agreement are posted, you agree to be bound to any changes to this Agreement. Therefore, it is important for you to visit this page periodically to review the Agreement. Please read this Agreement carefully and save it. If you do not accept this Agreement, do not access and use our Website. If you have already accessed our Website and do not accept this Agreement, you should immediately discontinue use of our Website and Services. LIMITED LICENSE San Miguel Produce grants you a non-exclusive, non-transferable, revocable license to access and use our Website strictly in accordance with this Agreement. We reserve the right in our sole and absolute discretion to terminate, modify, or suspend your access to the Website or Services at any time (for any reason, or for no reason). LEGAL COMPLIANCE You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our Website, Content, Services, and any software provided therein. OUR RELATIONSHIP TO YOU This Agreement in no way creates any agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between you and San Miguel Produce. OUR INTELLECTUAL PROPERTY Our Website may contain our service marks, trademarks, copyrights and other intellectual property as well as those of our affiliates or other companies, in the form of words, graphics, and logos. Your use of our Website or Services does not constitute any right or license for you to use our service marks or trademarks, copyrights and other intellectual property without the prior written permission of San Miguel Produce. Our Content, as found within our Website and Services, is protected under United States and foreign copyrights. The copying, redistribution, use or publication by you of any such Content, is strictly prohibited. Your use of our Website and Services does not grant you any ownership rights to our Content. USE OF WEBSITE You may not copy, transmit, distribute, sell or publish any or all of the Website, Content or Services, without our prior, express and written consent. In your use of the Content, such as printing it, you may not remove or alter, or cause to be removed or altered, any notice, mark, or legend in or on the Content, including, but not limited to, copyright notices, trademarks, and disclaimers. You may not create derivative works of the Website or Content. In connection with your access to, and/or use of, the Website and Content, you agree not to: Use the Website, Content or Services, in whole or in part, except as expressly provided in these Terms and Conditions or use the Website or Content for any purpose that is unlawful, immoral, or prohibited by these Terms and Conditions or any applicable local, state, or federal law, rule, or regulation; Use the Website, Content or Services in any manner that could damage, disable, overburden, or impair the Website, Content or Services, or interfere with any other party’s use and enjoyment of the Website, Content or Services; Obtain, or attempt to obtain, any materials, information, or other Content through any means not intentionally made available or provided for through the Website; Harvest or otherwise collect information about others, including, but not limited to, e-mail addresses, without their prior, express, and written consent; Circumvent, or attempt to circumvent, any security feature of the Website; Modify, delete, decompile, disassemble or reverse engineer the Website, Content or Services in any way whatsoever; Upload, e-mail or otherwise transmit to or through the Website or Services, any advertising, promotional, or other unauthorized communication, including, without limitation, “junk mail,” “surveys,” unsolicited e-mail, “spam,” “chain letters,” or “pyramid schemes”; Upload, post, email, or otherwise transmit any material that contains “trojan horses,” “worms,” software viruses, or any other computer code, files, or programs designed to or that might interrupt, destroy, interfere or limit the functionality of the Website, Content or Services, or any computer software or hardware or telecommunications equipment; Use any automated means, including, but not limited to, electronic “spiders,” “robots,” or “crawlers,” to download data from any of our databases; Incorporate data from any of our databases into any emails or other “white pages” products or services, whether browser-based, based on proprietary client-side applications, or web-based, without our prior, express and written consent; Violate any applicable laws, rules or regulations; or Share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account. CONFIDENTIAL & PROPRIETARY INFORMATION During the course of your use of the Website, you may have access to information which is confidential and proprietary to us or our suppliers, licensors, or other similar entities. The term “Proprietary Information” means any information or material which is proprietary and confidential to us or our suppliers, licensors or other similar entities, and includes any of the following information and material licensed, owned or developed by any such party or its agents: business records and plans; business information; product formulation and specifications; marketing plans and strategies; financial statements; customer lists and records; technical information; inventions; product design; information; services; pricing structure; discounts; computer programs and listings; source code and/or object code; software; and any other such proprietary information. You understand and acknowledge that the Proprietary Information is owned, obtained or licensed by us or our suppliers, licensors, or other similar entities, by the investment of significant time, effort and expense, and that the Proprietary Information is a valuable, special and unique asset of ours or our suppliers, licensors, or other similar entities, which provides us with a significant competitive advantage. Therefore, you must hold in confidence and not disclose the Proprietary Information to any person or entity without our prior written consent. You shall be liable for any and all breaches of Terms and Conditions and any unauthorized use or disclosure of Proprietary Information. If you become compelled by applicable law, regulation or legal process to disclose any of the Proprietary Information, you shall promptly provide us with notice in order for us to seek a protective order or other appropriate remedy. Further, if you become compelled to disclose any of the Proprietary Information, you must disclose only that portion of the Proprietary Information you are legally required to disclose as confirmed by a legal opinion of your counsel at your expense. Upon our request, you shall return all materials containing Proprietary Information. DIGITAL MILLENNIUM COPYRIGHT ACT COMPLIANCE Our Website will respond quickly to claims of copyright infringement as found in our Content, according to the terms of the Digital Millennium Copyright Act of 1998 (DMCA) as found under United States law (17 USC. § 512). If you believe any of your copyrights are infringed by our Content, please provide us with a written notice via mail, fax, or email that contains the following information: An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; A description of the copyrighted work that you claim has been infringed; A description of where the material that you claim is infringing is located on our Website; Your address, telephone number, and 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 owner or authorized to act on the copyright owner’s behalf. We are only required to respond to those notices that substantially comply with the above requirements. We will investigate your claim and will notify by the method of contact you used to file your notice with us. ELIGIBILITY AND REGISTRATION FOR USERSHIP Any registration by, use of or access to our Website by anyone under 18 is unauthorized, unlicensed and in violation of these Terms and Conditions. By using our Website and/or Service, you represent and warrant that you are 18 or older and that you agree to and to abide by all of the terms and conditions of this Agreement. San Miguel Produce has sole right and discretion to determine whether to accept a User, and may reject a User’s registration, with or without explanation. CONTENT DISCLAIMER The Content may be changed without notice and is not guaranteed to be complete, correct, timely, current or up-to-date. Similar to any printed materials, the Content may become out-of-date. We undertake no obligation to update any Content on our Website. We reserve the right to make alterations or deletions to the Content at any time without notice. ERRORS, CORRECTIONS AND CHANGES We do not represent or otherwise warrant that our Website will be error-free, free from viruses or other harmful components, or that we will correct any errors. We do not represent or otherwise warrant that the information available on or through our Website will be correct, accurate, timely or otherwise reliable. We may make changes to the features, functionality or content of our Website or Services at any time. We reserve the right in our sole discretion to edit or remove any documents, information or other content appearing on our Website or Services. FINANCIAL, LEGAL AND OTHER ADVICE DISCLAIMER You hereby acknowledge that nothing contained in our Website shall constitute financial, investment, legal and/or other professional advice and that no professional relationship of any kind is created between you and San Miguel Produce. You hereby agree that you shall not make any financial, investment, legal and/or other decision based in whole or in part on anything contained in our Website or Services. MERCHANT AND ADVERTISEMENT DISCLAIMER We may allow access to or advertise certain third-party product or service providers (“Merchants”) from which you may purchase certain goods or services. You understand that we do not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. We are not a party to the transactions entered into between you and Merchants. You agree that use of or purchase from such Merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. WE ARE NOT LIABLE UNDER ANY CIRCUMSTANCES FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT WEBSITES OR ANY OTHER WEBSITE LINKED TO OUR WEBSITE. All rules, legal documents (including privacy policies) and operating procedures of Merchants will apply to you while on any Merchant websites. We are not responsible for information provided by you to Merchants. Our relationship to Merchants is solely as independent contractors and neither party has authority to make any representations or commitments on behalf of the other. WARRANTY DISCLAIMER San Miguel Produce is not responsible or liable in any manner for any Content posted on our Website or in connection with our Services, whether posted or caused by Users of our Website, or by San Miguel Produce. San Miguel Produce is not responsible for the conduct, whether online or offline, of any User of our Website or Services. Our Website or Services may be temporarily unavailable from time to time for maintenance or other reasons. San Miguel Produce assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. San Miguel Produce is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or any combination thereof, including injury or damage to User’s or to any other person’s computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the our Website or Services, including without limitation any software provide through our Website or Services. Under no circumstances will San Miguel Produce be responsible for any loss or damage, including any loss or damage or personal injury or death, resulting from anyone’s use of our Website or Services, or any interactions between Users of our Website or Services, whether online or offline. San Miguel Produce reserves the right to change any and all Content, software and other items used or contained in our Website or Services, at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by our Website, by third parties or by any of the equipment or programming associated with or utilized by our Services. THE INFORMATION, CONTENT AND DOCUMENTS FROM OR THROUGH OUR WEBSITE ARE PROVIDED “AS-IS,” “AS AVAILABLE,” WITH “ALL FAULTS”, AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). OUR WEBSITE AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. SAN MIGUEL PRODUCE, INCLUDING ALL OUR AFFILIATES, HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF OUR WEBSITE OR SERVICES. SAN MIGUEL PRODUCE CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF OUR WEBSITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, RELATED SOFTWARE. SAN MIGUEL PRODUCE DOES NOT REPRESENT OR WARRANT THAT OUR CONTENT, OUR SERVICES, OR ANY SOFTWARE FOUND WITHIN ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT ANY SUCH ITEMS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH CONTENT OR SOFTWARE AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND REMOVE VIRUSES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES SOMEHOW ATTRIBUTED TO OUR CONTENT, SERVICES, AND RELATED SOFTWARE IS DISCLAIMED. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT AND RELATED SOFTWARE FROM OR THROUGH OUR WEBSITE OR SERVICES AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT. WE, AS WELL AS ALL OF OUR AFFILIATES, ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND SAN MIGUEL PRODUCE. OUR WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH OUR WEBSITE OR SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. LIMITATION OF LIABILITY San Miguel Produce, as well as all our affiliates, shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from our Website or Services, (b) any product liability issues to the extent that we are not involved with the manufacturer of the product(s) giving rise to liability, (c) the unavailability or interruption of our Website or Services, (d) your use of our Website our Content, (e) the content contained on our Website or Services, or (f) any delay or failure in performance of our Website and Services beyond our control. IN NO EVENT WILL SAN MIGUEL PRODUCE OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF OUR WEBSITE, CONTENT, SERVICES, OR ANY RELATED SOFTWARE, ACCESSED THROUGH OR DOWNLOADED FROM OUR WEBSITE OR SERVICES, EVEN IF SAN MIGUEL PRODUCE IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SAN MIGUEL PRODUCE’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR WEBSITE DURING THE PREVIOUS MONTH OF YOUR USERSHIP PRIOR TO THE EVENT GIVING RISE TO LIABILITY. USE OF INFORMATION All remarks, suggestions, ideas, graphics, or other information communicated by you to us (collectively, “Submission”) is considered assigned to us and is as such considered our property. No compensation will be paid for the Submission or its use. We will not be required to treat any Submission as confidential, and will not be liable for any ideas (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future products, services or operations. Without limitation, we will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere. We will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever material you submit, and you, not us, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright. PRIVACY POLICY We reserve the right, and you authorize us, to the use and assignment of all of your information regarding your use of our Website and Services in any manner consistent with our Privacy Policy. Our Privacy Policy is considered part of and incorporated in this Agreement. You must review this Privacy Policy by clicking on this link. UNLAWFUL ACTIVITY We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information. LINKING TO OUR WEBSITE You may provide links to our Website, provided (a) that you do not remove or obscure, by framing or otherwise, any portion of our Website, (b) your website does not engage in illegal or pornographic activities, and (c) you discontinue providing links to our Website immediately upon request by us. LINKS TO OTHER WEBSITES Our Website may, from time to time, contain links to third party websites. Inclusion of links for any website on our Website does not mean that we endorse, guarantee, warrant, or recommend the services, information, content and/or data of such third party websites. San Miguel Produce has no control over the legal documents and privacy practices of third party websites; as such, you access any such third party websites at your own risk. We recommend that you review the privacy policy and terms and conditions of those sites to fully understand what information is collected and how it is used. PAYMENTS You represent and warrant that if you are purchasing something from us that (i) any credit information you supply is true and complete, (ii) charges incurred by you will be honored by your bank or credit card company, (iii) you will pay the charges incurred by you at the posted prices, including any applicable taxes, and (iv) if your initial payment method is dishonored, you will still pay the charges incurred, including any surcharge we may incur due to such dishonored payment. INDEMNIFICATION You agree to indemnify, defend and hold us and our affiliates, partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, related to your violation of this Agreement or use of our Website or Services. CHANGES TO OUR TERMS AND CONDITIONS We reserve the right to change these Terms and Conditions at any time by giving you advanced notice of the changes by email or in writing. We will also post these changes on our website. These changes to our Terms and Conditions will become effective 30-days after receiving the notice. To avoid doubt, no unilateral amendment will retroactively change agreed dispute-resolution provisions of these Terms and Conditions, if any — including for example, arbitration provisions — for then-pending disputes unless the parties expressly agree otherwise. Your continued use of our website, services, and products after any change to these Terms and Conditions, and notifying you will constitute your acceptance of such change. If you do not agree with the changes to these Terms and Conditions, you can choose to discontinue the use of our website, services and products. GOVERNING LAW These Terms and Conditions and the Privacy Policy shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without regard to conflicts of law principles. Any legal action concerning these Terms and Conditions shall be brought in the state and federal courts located in Oxnard, California. The parties hereby consent to such jurisdiction and venue. RELIEF AVAILABLE FOR VIOLATION In the event of an actual or threatened violation of these Terms and Conditions, these Terms and Conditions may be enforced by injunctive relief or specific performance without proof of actual damages but upon proof of all other requirements for the grant of such relief, in addition to any and all other available remedies. 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