Introduction

Welcome to this Website (“Website” or “Site”). This Website is operated by Innovative Food Holdings, Inc. and its family of subsidiaries or affiliated companies (collectively, “IVFH”, “we” “our” or “us”). Some of our other Websites or pages within this Website contain supplemental terms and conditions and additional disclosures and disclaimers, which are in addition to these terms and conditions, disclosures and disclaimers. These Terms of Use are not applicable to websites that we do not operate. In certain instances we may provide hyperlinks on this website to websites operated by other parties such as social media websites. We do not control the activities of those other websites. Carefully review the terms of use applicable to each such website before using such website.

READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE. By using this Website, you signify your acknowledgement of, and agreement to, these Terms of Use. If you do not agree to these Terms of Use, do not use this Website. These Terms of Use create a legally binding agreement between you (the user of this Website), on the one hand, and IVFH on the other hand. IVFH reserves the right, at its sole discretion, to change, modify, update, add, or remove all or portions of these Terms of Use at any time. Check these Terms of Use periodically for changes. Your continued use of this Website following the posting of changes to these Terms of Use will mean you accept those changes. These Terms of Use govern your technical use of our Site.

Restrictions on use of materials

Other than the materials supplied by third parties, all materials contained in this Website are the copyrighted property of IVFH or one its affiliated entities, as applicable, unless otherwise acknowledged. Similarly, certain trademarks, service marks, trade names, and trade dress contained in this Website are proprietary to IVFH or one of its affiliated companies, unless otherwise acknowledged. No material from this Website or any Site owned, operated, licensed, or controlled by IVFH or any affiliated entities may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except that you may download one copy of the materials on any single computer for your personal, noncommercial home use only, provided that (a) you keep intact all copyright and other proprietary notices, (b) you make no modifications to the materials, and (c) you do not download quantities of materials to a database that can be used to avoid future downloads from this Website. For purposes of these Terms of Use, the use of any such material on any other website or computer environment is prohibited.

In the event you download software from this Website, the software, including any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the “Software”) are licensed to you, on a personal, non-exclusive, non-assignable and non-transferable basis by IVFH or the applicable affiliated entity, as applicable, for your personal, noncommercial home use only. Neither IVFH, nor the applicable affiliated entity, transfers title to the Software to you. You may own the medium on which the Software is recorded, but we retain full and complete title to the Software and all intellectual property rights therein. You may not redistribute, sell, de-compile, reverse engineer, disassemble, or otherwise reduce the Software to a human-readable form.

Users of this Website shall not use this Website: (a) for commercial or political purposes; (b) for collection of information or content by technological devices such as robots, spiders, spyware, software extraction tools, etc.; (c) for collection of meta tags or hidden text utilizing trademarks; (d) in an illegal manner; or (e) in a way that interferes with enjoyment of this Website by others.

Registration and Use

Some services on this Website permit or require you to create an account to participate or to secure additional benefits. You agree to provide, maintain and update true, accurate, current and complete information about yourself as prompted by this Website’s registration processes (the “Registration Data”). You shall not impersonate any person or entity, or misrepresent your identity or affiliation with any person or entity, including using another person’s username, password or other account information, or another person’s name, likeness, voice, image or photograph nor will you give permission to any other person to impersonate you, or use your username, password or other account information, or your name, likeness, voice, image or photograph. You also agree to promptly notify us of any unauthorized use of your username, password, other account information, or any other breach of security that you become aware of involving or relating to this Website. In addition, you agree to exit from your account at the end of each session.

You must be at least eighteen years old in order to register for this Website and each person may only establish one account. The use of any links to this Website from any other website is absolutely forbidden unless establishment of the link is approved in advance by us in writing. Similarly, you may not frame any elements of this Website with any other website without our prior written consent.

We control and operate this Website from our offices in the State of Florida, U.S.A. We make no representations that materials on this Website are appropriate or available for use in any particular location. Those who choose to access this Website do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

The supply of services and software through this Website may be subject to United States export control and economic sanctions requirements. By acquiring any such items through this Website, you represent and warrant that your acquisition comports with, and your use of the item will comport with, those requirements. Without limiting the foregoing, you may not acquire services or software through this website if: (a) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan or Syria or if you are on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Unverified List or Entity List or (b) you intend to supply the acquired services or software to Cuba, Iran, North Korea, Sudan or Syria (or a national or resident of one of these countries) or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List or Entity List. By downloading or using the Software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

Limitations on messages and their ownership

The information and opinions expressed in any Message Boards, Chat Rooms or any other area located on this Website where information or opinions are expressed or discussed (collectively, “Forums”) are not necessarily those of IVFH or any affiliated entities, and we make no representations or warranties regarding that information or those opinions. Moreover, we are not responsible or liable to any person or entity whatsoever (including, without limitation, persons who may use or rely on such data/materials or to whom such data/materials may be furnished) for any loss, damage (whether actual, consequential, punitive or otherwise), injury, claim, liability or other cause of any kind or character whatsoever based upon or resulting from any information or opinions provided in such Forums.  You irrevocably agree not to upload, transmit, distribute or otherwise publish through such Forums any content that we determine, in our sole discretion, is inappropriate, derogatory, indecent, obscene, pornographic, rude, abusive, threatening, hateful, tortious, defamatory, slanderous or libelous, or which violates or infringes another’s rights, including but not limited to privacy, publicity or intellectual property rights (including but not limited to copyrights and trademark rights), or which promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation or age, or which is in fact, unlawful, illegal, or in violation of or contrary to the laws or regulations of any applicable jurisdiction (all of the above collectively, “Unauthorized Material”).

While we do not and cannot review every message posted by users in the Forums and we are not responsible for the content of these messages, we reserve the right to delete, move, or edit messages that, in our sole discretion, we deem Unauthorized Material or otherwise unacceptable. However, you understand and agree (by your continued presence on the Site) that you may nonetheless be exposed to such inappropriate material and you accept that risk. To the extent any visitor to the Site posts a message on a Forum, we will own such message and we shall have the absolute right, throughout the universe, in perpetuity, without any compensation or credit to you, to use, reproduce, modify, adapt, publish, broadcast, license, perform, post, sell, translate, create derivative works from and distribute the submission or incorporate the submission into any form, medium, product or technology now known or later developed.

Disruption of Service

You shall be responsible for obtaining and maintaining all telephone, computer hardware, software, and other equipment needed to access and use this Website. Access to this Website may from time to time be unavailable, delayed, limited or slowed due to, among other things, (i) hardware failure, including among other things, failures of computers (including your own computer), servers, networks, telecommunication lines and connections, and other electronic and mechanical equipment; (ii) software failure, including among other things, bugs, errors, viruses, configuration problems, incompatibility of systems, utilities or applications, the operation of firewalls or screening programs, unreadable codes, or irregularities within particular documents or other content; (iii) overload of system capacities; (iv) damage caused by severe weather, earthquakes, wars, insurrection, riots, terrorism, civil commotion, act of God, accident, fire, water damage, explosion, mechanical breakdown or natural disasters; (v) interruption (whether partial or total) of power supplies or other utility of service; (vi) strike or other stoppage (whether partial or total) of labor; (vii) governmental or regulatory restrictions, exchange rulings, court or tribunal orders or other human intervention; or (viii) any other cause (whether similar or dissimilar to any of the foregoing) whatsoever beyond our control.

If access to this Website is unavailable, delayed or limited, or if this Website does not operate quickly and efficiently, we will not be liable for any loss you may suffer as a result thereof.

Disclaimer of warranties

THE MATERIALS IN THIS WEBSITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS ON THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVERS THAT MAKE SUCH MATERIALS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS ON THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

Indemnification

You hereby agree to indemnify and hold IVFH and each of its subsidiaries and its and their affiliated entities, and the officers, directors, employees, agents, service providers, licensors and licensees of each (collectively, the “Indemnified Parties”) harmless from and against any and all Claims (as defined below), damages, losses, liabilities and costs (including reasonable attorneys’ fees) incurred by the Indemnified Parties in connection with (a) any Claim arising out of or related to any breach by you of these Terms of Use, or arising out of or related to your conduct with respect to this Website or these Terms of Use; (b) any Claim arising out of or related to your publication or transmittal of Unauthorized Material; and (c) any investigation, defense, settlement, or legal proceeding arising from your illegal or improper use of this Website. You shall use your best efforts to cooperate with the Indemnified Parties in the defense of any claim. The Indemnified Parties reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You shall have the right to settle any Claim for which you have an obligation to provide indemnification, in your sole discretion, provided that such settlement does not result in any admission of liability by us, or impose a financial obligation on us, or subject us to injunctive relief.

Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS ARISING IN TORT, NEGLIGENCE, CONTRACT, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE LEGAL THEORY, SHALL IVFH OR ANY OF THEIR AFFILIATED ENTITIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THIS WEBSITE OR MATERIALS OR FUNCTIONS ON THIS WEBSITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS WEBSITE.

Jurisdiction and governing law

These Terms of Use shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any principles of conflicts of law. If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions and such unenforceable term or provision shall be replaced by such enforceable term or provision as comes closest to the intention underlying the unenforceable term or provision..

Except where prohibited, you irrevocably agree that: (a) any claim, dispute, cause of action, or action at law or in equity arising out of or relating to this website or these Terms of Use (collectively, “Claim”) shall be filed only in the state or federal courts located in Dade County, Florida, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action; (b) by communicating with us through electronic means, you consent to receive further communications electronically and you agree that such electronic communications will satisfy any legal requirement for written notice; and (c) any Claim shall be resolved individually, without resort to any form of class action.

Copyright Infringement

If you believe that any material on this Website violates your intellectual property rights, please notify us as soon as possible by sending an email to info@ivfh.com, or by contacting our agent (listed below) with the following information in accordance with Section 512(c) of the Digital Millennium Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our agent may be contacted at:

Innovative Food Holdings, Inc.
28411 Race Track Road
Bonita Springs, Florida 34135

We reserve the right to remove, at our sole discretion, any and all content on our Website alleged to be infringing or otherwise illegal without prior notice.

Entire Agreement

This is the entire agreement between us and you relating to this website, these Terms of Use and the subject matter herein, and shall not be modified except by the posting of updated Terms of Use on this website by us or an agreement in writing signed by all parties.

Termination

These Terms of Use are effective until terminated by either party. You may terminate these Terms of Use at any time by discontinuing use of this website and destroying all materials obtained from the site and all related documentation and all copies and installations thereof, whether made under these Terms of Use or otherwise. Your access to this website may be terminated immediately without notice from us at our sole discretion for any reason. Upon such termination, you must cease use of this website and destroy all materials obtained from such site and all copies thereof, whether made under these Terms of Use or otherwise. Any use of the website prior to any termination will be governed by the Terms of Use in effect at the applicable time prior to the termination.