Terms of Use

Welcome to FoodServiceDirect Canada (‘FSD’). FSD is a marketplace that allows users to offer, sell and buy a variety of items. The actual contract for sale is directly between the seller and you.

CA.FoodServiceDirect.com and its affiliated brands, including FSD ('FoodServiceDirect’, ‘FSD', 'we' or 'us') provides this website, which is accessible through various desktop, tablet and mobile web browsers from time to time (collectively, 'Sites') subject to your compliance with these Terms of Use.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SITES.

These Terms of Use constitute an agreement between FSD and you. We recommend that you print out a copy of these Terms of Use for your records.

BY ENTERING, ACCESSING, BROWSING, SUBMITTING INFORMATION TO, OR OTHERWISE USING THE SITES, YOU AFFIRM THAT YOU ARE ABLE AND LEGALLY COMPETENT AND YOU AGREE TO THESE TERMS OF USE, INCLUDING BINDING ARBITRATION AND WAIVER OF A RIGHT TO JURY TRIAL. If you do not agree to these Terms of Use or the Privacy Policy, or if you are not legally competent to agree to them, then you may not use the Sites or any services offered on the Sites.

Please review our Privacy Policy, which describes how we collect, store, and use information about our users. The Privacy Policy is incorporated into these Terms of Use and governs your use of the Sites.

Information security is important to FSD. We have established physical, electronic, and managerial safeguards designed to protect the information that we collect from or about our users.

The Sites contain valuable trademarks and service marks owned and used by FSD, including but not limited to, FSD, the FSD design logo, and the tag lines (collectively, the 'FSD Marks'). Any use of the FSD Marks for any commercial purpose without the express prior written permission of FSD is strictly prohibited. The arrangement and layout of the Sites, including but not limited to, the FSD Marks, images, text, graphics, buttons, screenshots, music, digitally downloadable files, and other content or material (collectively, the 'Site Content), are the sole and exclusive property of FSD. You agree not to use the Site Content in any manner that is likely to cause confusion among customers, that disparages or discredits FSD and/or our licensors, that dilutes the strength of FSD’s or our licensors’ property, or that otherwise infringes FSD’s or our licensors’ intellectual property rights. UNAUTHORIZED COPYING, REPRODUCTION, MODIFYING, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, MAKING DERIVATIVE WORKS OF OR DUPLICATING ALL OR ANY PART OF THE SITES FOR COMMERCIAL USES IS PROHIBITED.
FSD uses a network of independent product and content suppliers, distributors and other such third parties to supply some of the products and content advertised on the Sites. All other trademarks, service marks, product names, package designs and company names or logos associated with these product and content suppliers, distributors and other such third parties that are not owned by us but appear on the Sites are the property of their respective owners.

If you believe in good faith that material appearing on the Sites infringes your copyright, you (or your agent) may send FSD a written notification pursuant to the Canadian Copyright Act ('a 'Copyright Notice').

Your Copyright Notice should be sent to our Copyright Agent (identified below), contain all of the information listed below (and request that the material be removed or that access to it be blocked. Your Copyright Notice must contain:

• Identification in sufficient detail of the copyrighted work that you claim has been infringed. If multiple copyrighted works on the Site are covered by a single notification, you may provide a representative list of such works on the Site; however, the representative list must still contain sufficient detail of the copyrighted works so that we can identify them;
• Identification of the URL or other specific location on the Site that contains the material that you claim to be infringing your copyright. You must provide us with reasonably sufficient information to enable us to locate the alleged infringing material and comply with your request to remove or deny access to the material;
• Your name, address, telephone number and email address (if available);
• The electronic or physical signature of the owner of the copyright or a person authorized to act on the copyright owner's behalf;
• A statement that you have a good faith belief that use of the material on the Site as you have described in the Copyright Notice is not authorized by the copyright owner or its agent or the law; and
• A statement that you swear under penalty of perjury that the information contained in your notification is accurate and that you are the copyright owner or that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You must submit any notification of an alleged copyright infringement to FSD's Copyright Agent by mail or email as set forth below:

Food Service Direct Copyright Agent
Attn: Legal Department
1259 Centennial Dr
Unit 3
Kingston, Ontario K7P0C3
Email us at customerservice@foodservicedirect.com. (Please reference 'FSD DMCA Notice'.)

If you fail to comply with all of the above requirements, your Copyright Notice may not be valid. Please note that you may be liable for damages, including court costs and attorneys' fees, if you materially misrepresent that materials on the Site are infringing a copyright.

Counter Notification

If you believe in good faith that your own copyrighted material has been removed from the Site as a result of mistake or misidentification, you may submit a written counter notification letter to FSD's Copyright Agent. To be an effective counter notification under the Copyright Act, your written correspondence must include substantially the following:

• Identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled;
• A statement that you consent to the jurisdiction of the Federal District Court in which your address is located or, if your address is outside the United States, in any judicial district in which FSD may be found;
• A statement that you will accept service of process from the party that filed the notification of alleged copyright infringement or the party's agent;
• Your name, address and telephone number;
• A statement that you swear under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled, or that the material identified by the complaining party has been removed or disabled at the URL or web location and will no longer be shown or accessible; and
• Your physical or electronic signature.

You may submit your counter notification to FSD's Copyright Agent by mail or email as set forth below:

Food Service Direct Copyright Agent
Attn: Legal Department
1259 Centennial Dr
Unit 3
Kingston, Ontario K7P0C3
Email us at customerservice@foodservicedirect.com. (Please reference 'FSD DMCA Notice'.)

Upon receipt of a counter notice, FSD's Copyright Agent may send a copy of it to the original complaining party informing that party that FSD may replace the removed content or cease disabling it. Unless the copyright owner files an action seeking a court order against FSD, the removed content may be replaced or access to it restored by FSD.

From time to time, the Sites permit the submission of content, such as comments, blogs, and product reviews, generated by you and other users ('User Content'). FSD is and shall be under no obligation (1) to maintain any User Content in confidence; (2) to pay any compensation for any User Content (unless advertised to be a paid content); or (3) to respond to any User Content.

You are solely responsible for your own User Content and the consequences of posting or publishing it. Any User Content or other material, information, or ideas that you submit to or post or publish on the Sites are non-confidential and non-proprietary. For this reason, we ask that you not send us any comments that you do not wish to assign to us, including any confidential information or any original creative materials such as stories, product ideas, computer code, or original artwork.

By submitting User Content, you represent and warrant to FSD that: (i) your User Content does not violate any copyright, trademark, trade secret, patent, or other intellectual property right, any right of privacy or publicity of any third party, or any applicable law, rule, or regulation, (ii) you own or have the legal right to use and authorize FSD to use your User Content, including written consent to use of any product or the name, voice, likeness, or any other applicable personal rights of each identifiable person featured or referenced in your User Content and (iii) your User Content does not violate FSD's Acceptable Use Policy set forth below.

As between you and FSD, you will retain all of your ownership rights in and to your User Content. By submitting User Content to FSD, you hereby grant to FSD a perpetual, worldwide, non-exclusive, irrevocable, royalty-free, sublicensable (through multiple tiers) and transferable right and license to use, reproduce, distribute, edit, modify, translate, reformat, prepare derivative works based upon, display publicly, perform publicly and otherwise exploit (including but not limited to over the Internet, broadcast television or any other uses or media) your User Content, in whole or in part, including future rights that FSD (or its successor) may otherwise become entitled to that do not yet exist, as well as new uses, media, means and forms of exploitation throughout the universe exploiting current or future technology yet to be developed. You also hereby grant each user of the Sites a non-exclusive license to access your User Content through the Sites and to use, access, watch, reproduce, distribute, transmit, forward, display and perform such User Content in whole or in part, to the extent permitted by the Sites under these Terms of Use.

FSD does not endorse any User Content or any opinion, recommendation, or advice expressed therein. Please note that Site visitors may post content that is inaccurate, misleading, or deceptive. FSD neither endorses nor is responsible for any opinion, advice, information, or statements made by third parties. The opinions expressed by third parties reflect solely the opinions of the individuals who submitted such opinions and may not reflect the opinions of FSD. FSD reserves the right but is not obligated to monitor User Content or other content sent to or through the Sites. FSD has the right to refuse, remove, edit or delete any User Content and/or to terminate any user's access to the Sites for any reason – at FSD’s sole discretion. FSD takes no responsibility for User Content.

By submitting User Content and otherwise using the Sites, you agree not to: (i) submit any User Content that is protected by or otherwise subject to any third party intellectual property or proprietary rights (including any privacy and publicity rights) unless you own or have permission from the rightful owner of such rights to post such User Content and to grant FSD all of the rights granted herein; (ii) upload, post, e-mail or otherwise transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, hateful or racially, ethnically or otherwise objectionable; (iii) use the Sites to harm any person or entity, including FSD; (iv) impersonate any person or entity, including but not limited to, a representative of FSD, or falsely state or otherwise misrepresent your affiliation with a person or entity; (v) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted to or through the Sites; (vi) upload, post, e-mail or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail or any other form of solicitation; (vii) upload, post, e-mail or otherwise transmit any content that contains computer viruses or other computer code, files or programs that interrupt, destroy or limit the functionality of the Sites or any other computer software or hardware or telecommunications equipment; (viii) intentionally or unintentionally violate any applicable local, state, national or international laws, rules or regulations, including but not limited to those promulgated by the The Competition Bureau, Investment Industry Regulatory Organization of Canada; (ix) collect, store or use personal information about other users of the Sites without their consent; (x) use the Sites (including through submission of User Content) to disparage or make unsubstantiated claims about any person, third party or its/their products or services; (y) use any of the Sites in any manner that could overburden or impair any of the Sites or the networks or systems connected to the Sites; and/or (z) use any device, software or instrumentality to interfere with the proper working of the Sites or disobey any requirements, procedures, policies or regulations of networks connected to the Sites. You also agree that you will not violate or attempt to violate the security of the Sites. Violations of system or network security may result in civil or criminal liability. FSD reserves the right to investigate occurrences which may involve such violations and may involve and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations.

FSD is a marketplace that allows users to offer, sell and buy a variety of items. The actual contract for sale is directly between the seller and you.
The receipt of an order number or an email order confirmation does not constitute the acceptance of an order or a confirmation of an offer to sell. Each seller reserves the right, without prior notification, to limit the order quantity on any item and/or to refuse service to any customer. Verification of information may be required prior to the acceptance of an order. Prices and availability of products on the Site are subject to change without notice. Errors will be corrected when discovered and FSD and each seller reserve the right to revoke any stated offer and to correct any error, inaccuracy, or omission (including after an order has been submitted). Certain orders constitute improper use of the Sites. FSD and each seller reserve the right, at its sole discretion, to refuse or cancel any order for any reason. Your account may also be restricted or terminated for any reason, at FSD's sole discretion. Items purchased pursuant to a quantity discount may be re-priced upon cancellation.

With respect to items sold by sellers through FSD, we cannot confirm the price of an item until you order. Despite our best efforts, a small number of the items in our catalog may be mispriced. If the correct price of an item sold by sellers through FSD is higher than the stated price, we or the seller will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation. Other merchants may follow different policies in the event of a mispriced item.

Where a product listing on our Site references a higher price, typically denoted by a strikethrough (e.g. '$549'), such higher price represents the retail price suggested by the manufacturer or supplier. In the absence of a price suggested by the manufacturer or supplier, this price represents the highest price at which a seller offered or sold the product at some point in the past. For 'Promotional Deals', where a product is temporarily being sold at a reduced price, an additional strikethrough price is presented that represents the previous price before the Flash Deal promotion. The 'Sale' tag on a product listing on our Site signifies that we are selling the product at a discount from a price in the previous 60 days.

When we use the term 'Closeout,' we mean either that the product has been permanently reduced and will not return to the original price or that the product is temporarily being sold at a reduced price in order to clear an overstock of supplier inventory. Prices of products listed on our Site as 'Closeout' may fluctuate during the 'Closeout' promotion period for such products. For temporary 'Closeout' pricing, such products may return to prices that are equal to or greater than their original prices upon expiration of the applicable 'Closeout' promotion period.

FSD attempts to be as accurate as possible. However, FSD does not warrant that product descriptions or other content of any FSD Website offering is accurate, complete, reliable, current, or error-free.

Certain weights, measures, and related descriptions are approximate and are provided for convenience purposes only.

FSD has made every effort to display as accurately as possible the colors of our products that appear on the Site. However, as the actual colors you see will depend on your monitor, we cannot guarantee that your monitor's display of any color will be accurate.

All returns are subject to our Return Policy.

If you use a mobile device to access pages of the Sites optimized for mobile-viewing or use a mobile application, the following additional terms and conditions ('Mobile Terms') also apply to you. Your access to the Sites via your mobile device or use of a mobile application confirms your agreement to these Mobile Terms, as well as the rest of the Terms of Use.

You agree that you are solely responsible for all message and data charges that apply to use of your mobile device to access the Sites or use of a mobile application. All such charges are billed by and payable to your mobile service provider. Please contact your participating mobile service provider for pricing plans, participation status and details. You understand that wireless through Wi-Fi or a participating mobile service provider may not be available in all areas at all times and may be affected by product, software, coverage or other service changes made by your mobile service provider or otherwise. Additional terms and conditions may apply to your use of a mobile application, based on the type of mobile device on which you install and use the mobile application.

By opting into SMS/MMS marketing communications from FoodServiceDirect, you agree toreceive text messages (SMS and MMS) regarding our products, services, and promotions,including special offers and updates. The number of messages you receive may varydepending on your interactions with us and your preferences.

Opt-In: You can opt into our SMS/MMS marketing communications by subscribing throughour website or by other means as we may provide. By opting in, you represent that you arethe owner of the mobile number provided and that you are authorized to consent to receivetext messages at that number.

Message Frequency: The frequency of messages varies.

Charges: Message and data rates may apply. Please check with your mobile carrier fordetails.

Opt-Out: You can opt out of receiving SMS/MMS messages at any time by replying STOPto any message you receive from us. Upon receiving your opt-out request, we will send youone final message to confirm that you have been unsubscribed. After this, you will no longerreceive SMS/MMS messages from us.

Support: For help with our SMS/MMS messages, reply HELP to any message, or contactcustomerservice@foodservicedirect.com.

Data Privacy: We respect your privacy. Our use of your personal information in connectionwith SMS/MMS marketing is governed by our Privacy Policy. We will not share or use yourmobile number for other purposes without your consent.

Changes to Terms: We reserve the right to modify these SMS/MMS marketing terms andconditions at any time. Any changes will be effective immediately upon posting the revisedversion on our Sites. Your continued participation in our SMS/MMS marketing programfollowing such changes constitutes your acceptance of those changes.

Except as explicitly stated otherwise, any notices you send to FSD shall be sent by email tosupport@foodservicedirect.com.

In the case of notices FSD sends to you, you consent to receive notices and othercommunications by FSD posting notices on the Site, sending you an email at the emailaddress listed in your profile in your account, or mailing a notice to you at your billingaddress listed in your profile in your account. You agree that all agreements, notices,disclosures, and other communications that FSD provides to you in accordance with theprior sentence satisfy any legal requirement that such communications be in writing.

IN NO EVENT WILL FSD OR ITS PARENTS OR AFFILIATES, NOR THEIR RESPECTIVEOFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, SUCCESSORS,SUBSIDIARIES, DISTRIBUTORS, AFFILIATES OR THIRD PARTIES PROVIDINGINFORMATION ON THIS SITE OR VIA OTHER CHANNELS, INCLUDING BUT NOTLIMITED TO PHONE AND EMAIL, BE LIABLE TO ANY USER OF THE SITES OR ANYOTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL,PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOTLIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE)ARISING OUT OF THE USE OR INABILITY TO USE THE SITES OR ANY INFORMATIONCONTAINED THEREIN, INCLUDING USER CONTENT, WHETHER BASED UPONWARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF FSD HAS BEEN ADVISEDOF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES ORLOSSES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSIONOF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; AS A RESULT, THEABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, AND THEFOREGOING PARAGRAPH SHALL NOT APPLY TO A RESIDENT OF NEW JERSEY TOTHE EXTENT DAMAGES TO SUCH NEW JERSEY RESIDENT ARE THE RESULT OFOUR NEGLIGENT OR RECKLESS ACTS.

You hereby acknowledge that the preceding limitation on liability will apply to all content,merchandise and services available through the Sites or other channels.

Regardless of the previous paragraphs, if FSD is found to be liable, our liability to you or toany third party is limited to the greater of (a) the amount in dispute not to exceed the totalamount which you paid to us in the twelve (12) months prior to the action giving rise to theliability or (b) CAD $135.

Any controversy or claim arising out of your use of the Sites, these Terms of Use, and/orour Privacy Policy shall be settled in the courts of the Province of Ontario and subject to thelaws of the Province of Ontario.

YOU MUST BE AT LEAST AGE 14 TO USE THE SITES. By using the Sites, you affirm that you are over age 14. If you are under age 14, you may not access or use the Sites.

IF YOU ARE A PARENT OR GUARDIAN THAT PROVIDES CONSENT TO YOUR TEENAGER'S REGISTRATION WITH AND USE OF THE SITES, YOU AGREE TO BE BOUND BY THESE TERMS IN RESPECT OF SUCH TEENAGER'S USE OF THE SITES.

No waiver of any provision or any breach of this Agreement will constitute a waiver of any other provisions or any other or further breach. In the event that any provision of this Agreement is determined to be illegal or unenforceable, the balance of the Agreement shall continue to be fully valid, binding, and enforceable. These Terms of Use set forth the entire Agreement between you and FSD with respect to use of the Sites and supersede any prior agreements between you and FSD relating to such subject matter. The Terms are not assignable, transferable or sublicensable by you except with FSD's prior written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use. Any heading, caption or section title contained herein is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. FSD's performance of these Terms of Use is subject to existing laws and legal process, and nothing contained in these Terms of Use is in derogation of FSD's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Sites or information provided to or gathered by FSD with respect to such use.

A printed version of these Terms of Use and of any notices given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The parties agree that all correspondence relating to these Terms of Use must be written in the English or French language.

Please report any violations of these Terms of Use by contacting us at customerservice@foodservicedirect.com