SYSCO Corporation's eSYSCO Web Site Terms, Conditions and Notices

Subject to the terms and conditions below (the "Agreement") SYSCO Corporation ("SYSCO") grants the person, entity or group that is a customer of SYSCO ("Customer") and employees acting on such Customer's behalf (the "Representatives") who are assigned or allowed to use Passwords (as defined below) to access www.eysco.net or www.e.sysco.com (the "Web Site" or the "Site") a revocable, nontransferable, nonexclusive license to access and use the Site and the features associated with or accessible through the Site (the "Service") solely for the User's internal use in accordance with this Agreement. Customer agrees that any actions taken or deemed taken by its Representatives on or through the Site or the Service are and will be deemed to be actions taken and fully authorized by the Customer, that the Customer is responsible for the actions of its Representatives and that the obligations and limitations that apply to the Customer hereunder also apply to its Representatives. By accessing the Site and using the Passwords, each Customer and Representative agrees to and accepts each of the provisions of the Agreement. SYSCO is relying upon such agreement and acceptance in continuing to provide access to the Site to such Customer and Representatives. For convenience the Customer and its Representatives may be jointly and severally referred to as "User," "you" or "your"; SYSCO may also be referred to as "we", "us" or "our." When a Representative of a Customer acts as a "User" it does so on its on behalf and on the Customer's behalf. For the purposes of the Uniform Electronic Transactions Act as in effect in Texas or any other jurisdiction, and any similar statute, User and SYSCO have agreed to conduct transactions by electronic means through the Site and the Service.

General

The Service consists solely of allowing User's use of the Web Site to obtain information concerning SYSCO products and services, to submit orders for such products and services through the Site, and to obtain information concerning the status of orders. Without limiting the foregoing, the User may not broadcast, re-transmit, publish, reproduce, or provide access to any information (including product or order data, prices and images) appearing on or provided through the Web Site to any third party. The foregoing does not preclude the User from using information concerning its orders for its internal purposes (such as preparing financial statements and the like).

Users acknowledge and agree that SYSCO may terminate or suspend the license to access the Site and Service at any time as to any User.

Orders and Sales

The eSYSCO Customer Order-Entry feature associated with the Service is provided solely to permit User to determine the availability of SYSCO products and to place legitimate orders (for itself or for another person for whom User is legally authorized to act) or otherwise transact business with SYSCO, and for no other purposes. User agrees to abide by the terms or conditions of use imposed by SYSCO with whom User elects to deal including, but not limited to, payment of all amounts when due.

The terms of any order, sale, confirmation, including payment, delivery and credit terms, as well as any warranties, responsibilities or obligations with respect to products or services (other than the Service), will be governed by the sales, service master distribution or other agreements between SYSCO and Customer (the "Sales Agreements"). Nothing in this Agreement affects such substantive terms of orders, confirmations and sales; rather this Agreement solely relates to the use of the Web Site and the Service and facilitates the making of such orders, confirmations and sales electronically. Without limiting the foregoing, User understands that SYSCO may accept or reject User's offer to purchase; and the mere inclusion of a product on or through the Site or any other web site or SYSCO does not constitute an offer.

Confidentiality

The eSYSCO Inventory feature associated with the Service is provided solely for Customer's benefit. SYSCO acknowledges that Customer may regard information Customer stores using the Inventory feature (Inventory Information) as confidential. SYSCO agrees to use commercially reasonable efforts to maintain the confidentiality of the Inventory Information and prevent its disclosure to third parties. Information that is also in the public domain or is made known to SYSCO through third parties not related to the Customer will not be considered confidential.

Responsibility of User for Actions on the Site and Through the Service

Customer has been, and (at the request of the Customer or its Representatives) one or more of its Representative's have or may be, assigned one or more passwords or logon identifiers (the "Passwords"). Customer agrees that any actions taken (or deemed taken), any information provided, and/or any instructions or orders furnished by any person using such Passwords will be attributed to and will be binding and enforceable against Customer and that Customer is wholly responsible for any losses arising from misuse of the Passwords. Representatives also agree that they are responsible for any misuse of Passwords. Without limiting the foregoing, (a) any loss of a Password or any provision of a Password to a third party is solely at Customer's and Representative's risk and expense, (b) electronic inquires, order submissions, requests for or downloads of information, and any other action taken after accessing the Site with the Passwords shall be deemed "signed" by Customer and its Representatives for all legal purposes, (c) use of a Password will be deemed to be using and ordering Customer's account with SYSCO and (d) when a User signifies electronically (whether by clicking on icons or buttons or otherwise) acceptance of terms, submits an order, or receives a confirmation via the Site, User will be bound by the terms (including as to quantity, delivery, price, type and description characteristics of the products) and that User has made a binding offer to SYSCO to purchase the product. Each Customer is and agrees to be financially responsible for all uses of this Web Site and the Service by it and its Representatives (as well as for use of Customer's account by others, including without limitation other employees of the Customer to whom the Passwords are provided) and for all charges, fees, taxes and assessments arising out of such use.

User Representations and Responsibility for Misuse of the Site

User represents and warrants that he, she or it, possesses the legal right and ability to enter into this Agreement and to use this Web Site and the Service in accordance with all terms and conditions herein, resides or has its place of business in the United States or Canada, and intends to purchase products for use in, and will have products delivered to an address within the United States or Canada. Each Customer represents and warrants that it will allow only those persons who have legal capacity to enter into contracts on its behalf to become Representatives and to obtain Passwords (and thus to become Users).

User agrees that it will not, directly or indirectly, introduce or post any information in or through the Site or by use of the Service that: (a) is false, misleading, fraudulent, fictitious, counterfeit or stolen; (b) violates any law, statute, ordinance or regulation (including, without limitation, those governing export controls, munitions controls, mislabeling, drugs or health, unfair competition or false advertising) whether international, federal, state or local; or (c) contains any viruses, Trojan horses, worms, time bombs, cancelbots, sniffers, backdoors, false postings or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept, disable, alter or expropriate any system, data, personal information or facilities or functions of the Service or the Site. Moreover, User agrees that it will not use the Service in any manner that could damage, disable, overburden, or impair any SYSCO server, or the network(s) connected to any SYSCO server, including those associated with the Site, or interfere with any other party's use and enjoyment of the Service. User agrees not to attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to any SYSCO, through hacking, password mining or any other means. User also agrees that he, she or it will not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service. Without limiting any other provision herein, User agrees to indemnify SYSCO from and hold SYSCO harmless against any losses that result from the breach of the provisions in this paragraph.

Copyright and Trademark Matters and Notices

All the design, layout and contents of this Web Site are: Copyright © 2001-2006 SYSCO Corporation and/or its subsidiaries, P.O. Box 1390, Houston, Texas 77077, U.S.A. All rights reserved. User may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, logo, graphic, image, software, products or services appearing on or obtained from this Web Site or through the Service. Elements of our Site are protected by trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. SYSCO, esysco, and various other marks, logos and identifiers relating to SYSCO's products and services appearing on this Site are either registered trademarks or trademarks of SYSCO Corporation or its affiliates in the U.S. and/or other countries. Our trademarks may be used only with our permission. You should also be aware that the names of other companies and their products mentioned herein may be the trademarks of their respective owners.

Liability Disclaimer

The information, software and products published on this Web Site and provided through the Service may include inaccuracies or errors. Changes are periodically made to the information available through the Site and the Service and SYSCO may make changes in this Site at any time in its sole discretion and without notice to the User. Each User acknowledges and agrees that SYSCO has not warranted that any access to the Service or the Site will be uninterrupted, trouble free or available at all times. In the event of a system malfunction or system error, regardless of the cause thereof, that affects a transaction or purported transaction involving the User and SYSCO, SYSCO may take such action as may be deemed reasonable by SYSCO under the circumstances, and such action may have the effect of canceling such transaction or purported transaction. SYSCO makes no representations about the suitability of the information, products, and services contained on or provided through this Site or the Service or the operating characteristics of the Site. THE SITE AND THE SERVICE AND ALL INFORMATION, PRODUCTS, AND SERVICES PROVIDED THROUGH THE SITE AND THE SERVICE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND SYSCO HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO SUCH INFORMATION , PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Without in any way limiting any other provision contained in this agreement, User agrees that in no event shall SYSCO or any of SYSCO's officers, directors, owners, employees, independent contractors, agents, operating companies or affiliates be liable for, and User hereby exculpates and releases all such persons from, any liability, directly or indirectly, to User for any direct, indirect, incidental, special, punitive, or consequential damages or loss that the User may suffer by reason of, arising out of, or related to, (a) the use of the Service or the Site or inability to use the Service or the Site (whether by reason of any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft, destruction or unauthorized access to, alteration of, or use of any record, or otherwise), (b) any transactions arranged using the Service or the Site except and only to the extent of its responsibilities with respect to orders that it accepts under the terms of the Sales Agreements, and/or (c) any information appearing on or through the Site, or any omission of information, regardless of whether, in any of the cases described in (a)-(c), such damages or losses arise based on contract, tort, strict liability or otherwise, even if SYSCO has been advised of the possibility of damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you but only to the extent specifically provided by the laws of such states/jurisdictions.

Modification of these Terms and Conditions

SYSCO reserves the right to change this Agreement at any time by revising the terms and conditions herein. User is responsible for regularly reviewing these terms and conditions. Continued use of this Site following any such changes shall constitute the User's acceptance of such changes.

Miscellaneous

SYSCO reserves the right to deny access to this Web Site to anyone at anytime. This Agreement shall be deemed to include the Privacy Statement set forth on this Web Site and all other notices, policies, disclaimers, and other terms contained in this Web Site and on www.SYSCO.com; provided, however, that in the event of a conflict between such other terms and the terms of this Agreement, the terms of this Agreement shall control. This Agreement is governed by the laws of the State of Texas, U.S.A, and not by the application of choice of law principles the laws of any other jurisdiction. User consents to the exclusive jurisdiction and venue of courts in Harris County, Texas, U.S.A. in all disputes arising out of or relating to the use of this Web Site. User agrees not to assign, transfer or sublicense User's rights pursuant to this Agreement. Use of this Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. User agrees not to hold himself or herself out as a representative, agent, or employee of SYSCO and SYSCO shall not be liable for any representation, act or omission of the User. SYSCO's performance of this Agreement is subject to existing laws and legal process and nothing contained in this Agreement is in derogation of SYSCO's right to comply with law enforcement requests or requirements relating to the User's use of this Web Site or information provided to or gathered by SYSCO with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. Each of the operating companies and subsidiaries of SYSCO are intended third party beneficiaries of this Agreement and may enforce it as against User.

This Agreement constitutes the entire agreement between the User and SYSCO with respect to this Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the User and SYSCO Corporation and/or its subsidiaries with respect to this Web Site. "Entire agreement" as used in this paragraph, shall not include the effect, if any, that principles of course of performance, course of dealing or usage of trade may have on the interpretation of such written agreement. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Any rights not expressly granted herein are reserved by SYSCO.

© 2000-2006 SYSCO Corporation