Updated on: February 1, 2026
LEGAL TERMS – PLEASE READ CAREFULLY
These Terms of Use (the “Terms of Use”) apply the websites, social media channels, software applications, mobile application services, information, chatbots, web postings, products, services, promotions, and tools owned or operated by Gordon Food Service, Inc. and Gordon Food Service Canada, Ltd. or its related affiliates and subsidiaries (together, “GFS”, “our”, “we” or “us”), or anywhere else these Terms of Use appear (collectively, the “Services”). You should read these Terms of Use carefully. Your access to and use of the Services are governed by these Terms of Use, which are a legally binding contract between the person or entity accessing the Services (“Subscriber”, “you”, or “your”) and GFS. If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept these Terms of Use on behalf of your company, and all references to “you” or “Subscriber” reference you and your company.
BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT USE THE SERVICES OR PROVIDE US WITH YOUR INFORMATION.
1.1. Use. Use of the Services is void where prohibited and the right to access the Services is revoked in such jurisdictions. These Services are available only to individuals who are at least 18 years old.
1.2. Territory. GFS operates the Services from the United States and Canada and makes no representation that content and materials are legal or appropriate for use outside the United States. If you access the Services from outside the United States, you do so at your own risk. You may not use the Services in violation of United States export laws and regulations.
1.3. Representations and Warranties. You represent and warrant that: you are at least 18 years of age; you are authorized to enter into these Terms of Use; all information you submit to GFS prior to and during use of the Services is truthful and accurate; you will update your information when changes occur; your use of the Services does not violate any applicable law, rule or regulation; you will comply with any and all use restrictions or other requirements governing or relating to their use of any tools or systems as part of the Services; you are not located in a region that is subject to a U.S. Government embargo; and you are not listed on any U.S. Government list of prohibited or restricted parties.
2.1. Additional Terms. When using, accessing, or participating in a particular Service, you are subject to any additional posted terms, conditions, and rules applicable to the same, which are incorporated into these Terms of Use and govern any conflict or inconsistency with these Terms of Use.
2.2. Changes. GFS may update, change, or modify (including adding or removing portions of) these Terms of Use and any additional terms from time to time in its sole discretion by posting the revised terms on a GFS website such as GFS.com or GFS.ca or in connection with the Services. You are responsible for regularly reviewing the Services and these Terms of Use regarding such changes. Continued use of the Services constitutes your acceptance of those changes. Unless explicitly stated otherwise, any new feature added to the Services, including but not limited to the release of new tools and resources, shall be subject to the Terms of Use.
3.1. Grant. You are granted permission to use the Services in accordance with these Terms of Use. Subject to your compliance with these Terms of Use, GFS grants to you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your personal and internal business use only in accordance with these Terms of Use. If Subscriber is a U.S. Government end user, GFS is licensing the Services to you as a “Commercial Item” as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights GFS grants Subscriber to the Services are the same as the rights GFS grants to all others under these Terms of Use.
3.2. Restrictions. In addition to other restrictions set forth in these Terms of Use, Subscriber may not: use, copy, modify, or distribute the Services (electronically or otherwise) or any copy, adaptation, transcription, or merged portion thereof except as expressly authorized under these Terms of Use; use the Services for the benefit of third parties in a commercial, retail, service bureau, or similar enterprise, except as expressly authorized under these Terms of Use; reverse assemble the Services, decompile the Services, or otherwise examine the Services for purposes of reverse engineering; remove the labels or any proprietary legends from the Services; deep-link to the Services for any purpose; remove any legal notice or credits on pages of the Site; use artificial intelligence, including without limitation machine learning, natural language processing, generative artificial intelligence, and or agentic artificial intelligence (collectively, “AI”) to do any of the foregoing restricted activities; or modify the Services or create any derivative work based on the Services.
3.3. Subscriber Accounts. Subscriber may be provided with, choose, or be prompted to create an account, including without limitation an individual account, management account, or other account, which Subscriber may use to access and use some of the Services (the “Subscriber Account”). Subscriber may choose or GFS may issue a user ID name and password for the Subscriber Account. Subscriber assumes sole responsibility for the security of the Subscriber Account user ID name and password, and for any unauthorized use of the Subscriber Account and access to the Services through the Subscriber Account. Any unauthorized distribution by Subscriber of the user ID name and password for any Subscriber Account may result in cancellation of Subscriber’s right to use the Services. GFS will have no responsibility for any loss of a password, and GFS will reissue a password only in accordance with GFS’s then-current security procedures. GFS reserves the right to disable Subscriber’s Account at any time in its sole discretion for any or no reason, including if, in its opinion, Subscriber has violated any provision of these Terms of Use.
3.4. Subscriber Responsibility. Subscriber will comply with all applicable laws and regulations in using the Services. Subscriber is responsible for all access to and use of the Services and Subscriber Account and for any fees incurred for goods or services purchased through the Subscriber Account. Subscriber hereby ratifies and confirms any obligations that any individual with access to the Subscriber Account incurs or assumes. Subscriber agrees that all activity conducted under its Subscriber Account is authorized and approved by Subscriber. GFS may justifiably assume that any orders or instructions received through any electronic systems and placed under your Subscriber Account were placed or authorized by you. Subscriber agrees to (a) notify GFS immediately of any unauthorized use of the Subscriber Account or any other breach of security; and (b) exit the Subscriber Account at the end of each session. GFS will not be liable for any loss or damage arising from Subscriber’s failure to comply with these Terms of Use.
2.6. Equipment. Other than the Services provided by GFS, Subscriber is responsible for providing all hardware, devices and software necessary to access and use the Services. Subscriber is responsible for the compatibility of its software with the Services. Any subscription fees charged by GFS do not include fees that Subscriber may incur from third-party carriers or service providers to use the Services.
4.1. Privacy and Consents. GFS has a Privacy Policy that addresses the privacy of your personal information. Your use of the Services is subject to it. By using the Services, you consent to GFS collecting, using, and sharing your data in accordance with this Privacy Policy. Please read the Privacy Policy so that you understand how we process your personal information when using our Services. We reserve the right to monitor the Services for adherence to these Terms of Use.
4.2. Subscriber Data. All data transmitted by Subscriber to GFS in connection with Subscriber’s use of the Services (“Subscriber Data”) shall remain the property of Subscriber. GFS may use Subscriber Data for any lawful purposes in accordance with these Terms of Use and our Privacy Policy, and Subscriber consents to all actions taken by GFS with respect to Subscriber’s Data in accordance with the same. GFS agrees to implement commercially responsible measures to prevent any loss of Subscriber Data (e.g., redundancy and backup), however, GFS makes no warranty or guarantee that Subscriber Data will not be lost.
4.3. Electronic Communications. When Subscriber uses the Services, or sends e-mails, text messages, chats, and other communications from Subscriber’s desktop or mobile device to GFS, Subscriber may be communicating with GFS electronically. Subscriber consents to receive communications from GFS electronically, such as e-mails, texts, mobile push notices, or notices and messages on this site or through the other Services and Subscriber can retain copies of these communications for their records. Subscriber agrees that all agreements, notices, disclosures, and other communications that GFS provides to you electronically satisfy any legal requirement that such communications be in writing.
4.4. Chatbots. By engaging in a chat with a virtual or live agent, you consent to and acknowledge that we and our service providers may keep a transcript of the chat and that we may utilize cookies and trackers consistent with our Privacy Policy, and you can control your cookie preferences in our Privacy Center. GFS may analyze Subscriber data within the Services and chat transcripts for quality control, training, to improve our services, and to provide you with advertising, marketing, and other promotions.
While we strive for accuracy, the information provided by these chat services may not always be up-to-date, accurate, or complete. Product information, including nutrition, ingredients, allergens, and other details, is sourced from manufacturers and may change periodically. Be careful:
5.1. Enrollment. To sign up for our SMS or text messaging service and related marketing (“SMS Services”), you must provide us with your personal and other information, as further detailed in our Privacy Policy. By clicking “I agree to receive texts with the latest restaurant industry news and trends,” you are consenting to these Terms of Use and our Privacy Policy with respect to your information and data, and you consent to receive recurring text notifications, automated and manual text messages in response to your text messages, text marketing offers, and transactional texts, even if your mobile number is registered on any state or federal do-not-call list. The SMS Service is optional, and your consent to the SMS Service is not a condition of purchase of any goods or services.
5.2. Managing SMS Services.
Only in the United States, for marketing SMS Services:
In US and Canada, for “Gordon NOW” ETA SMS Services:
For Job Applicants/Candidates in the US and Canada:
If you wish to sign up to receive text messages as part of the job application/recruitment process, you may opt-in to by engaging with our Olivia chatbot assistant, powered by Paradox.ai, or by following the text to apply instructions.
5.3. Additional Terms. SMS Service messages may be sent using an automatic telephone dialing system. Message frequency varies. If you unsubscribe from one of our SMS Service programs, you may continue to receive messages from us through any other SMS Service you have joined until you separately unsubscribe from those programs. Message and data rates may apply. We do not charge for the SMS Service, but you are responsible for all charges and fees associated with text messaging imposed by your wireless provider. The SMS Service may not be available on certain wireless providers, and our messages may not be deliverable in all areas. We, our service providers, and mobile carriers are not liable for delayed or undelivered messages. SMS Services are provided on an “AS IS” basis. Contact us at privacy@gfs.com for more information or assistance.
6.1. Interactive Services. The Services and any related social media channels may contain message boards, AI and other chat bots, personal web pages or profiles, forums, bulletin boards, product reviews, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display, or transmit to other users or other persons (hereinafter, “Post”) content or materials (collectively, “User Contributions”) on or through the Services. All User Contributions must comply with these Terms of Use.
6.2. License to User Contributions. Any User Contribution that Subscriber Posts to the Services will be considered non-confidential and non-proprietary. By providing any User Contribution, Subscriber grants GFS and its service providers and agents a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right to exercise any and all copyright, trademark, publicity, and database rights Subscriber has in the User Contribution, in any media known now or in the future. This license includes, but is not limited to, the right to display your User Contributions on our Services, in our marketing materials, email communications, on our social media channels, and through our Platforms and those of our service providers. You agree that we may, at our sole discretion, syndicate or share your User Contributions with third-party retailers or other businesses. This means that a review you leave on our site may also appear on the website of a retailer that sells our products. You waive any and all rights, including “moral rights,” in and to the User Contributions, to the extent permitted by law.
6.3. Requirements and Standards. All User Contributions and uses of Interactive Services must comply with these Terms of Use, including the following content standards. You acknowledge that you, not GFS, are responsible for any and all User Contributions, including without limitation data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links that you Post to the Services. Please use common sense when posting. By submitting any User Contributions, you represent and warrant that:
you are at least 18 years old;
you own or control all rights in and to the User Contributions and have the right to grant the licenses granted above;
all information you provide, including your name, email address, and any other personal details, is accurate and truthful;
you are the sole author of the content and that it is your original work – AI generated content is not allowed;
all User Contributions relate to your first-hand experience with products or services you have purchased or used from GFS; and
you will not submit any User Contribution that:
promotes illegal activities or is unlawful in any way.
contains personal information of others, including full names, email addresses, phone numbers, or other contact details.
contains profanity or nudity, is false, inaccurate, or misleading.
is obscene, profane, defamatory, libelous, threatening, or harassing.
is unrelated to GFS or the product or service being reviewed.
you do not own or that infringes upon or violates the copyright, trademark, privacy, or any other intellectual property rights of any third party.
contains confidential or proprietary information.
contains any “spam,” commercial solicitation, or advertising (unless explicitly permitted by GFS).
contains malicious code, viruses, or other harmful components.
6.4. Content Moderation. The opinions, statements, and views expressed in User Contributions are those of the individual author and do not necessarily reflect the views of GFS. GFS does not endorse or take responsibility for any User Contributions. You acknowledge that you use and rely on the User Contributions at your own risk. GFS does not guarantee that User Contributions will be published or that they will be published in the exact form you submitted. GFS reserves the right, but not the obligation, to reject, refuse to Post, or delete any User Contributions for any reason, including, but not limited to, User Contributions which, in the sole judgment of GFS, violates these Terms of Use or which otherwise may be deemed offensive or rude. GFS does not assume responsibility for monitoring user posted User Contributions. Further, GFS does not assume responsibility for any User Contributions or any other content posted by Subscriber or any third party. However, if you believe you have identified a violation of these Terms of Use, please report the abuse to GFS as detailed in the Notices section, below.
6.5. Copyright Disputes. If you believe any User Contributions or other materials on the Services infringes a copyright you own or control, you may report such infringement to us by submitting a complaint to: legal@gfs.com.
7.1. GFS Intellectual Property Rights. The Services and their entire contents, features, and functionality (including but not limited to all information, AI tools or systems, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by GFS, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The Services, and all of the information contained on the Services, is subject to GFS’s copyright and trademark policies. GFS reserves all rights not expressly granted to Subscriber hereunder. Subscriber understands that the rights granted herein transfers neither title nor proprietary rights to Subscriber with respect to the Services. Subscriber will keep the Services free and clear of all liens, security interests and other encumbrances.
7.2. GFS Copyrights. The Services, and all content posted by GFS via the Services is protected by copyright laws and may not be reproduced, republished, distributed, transmitted, sold, displayed, broadcast or otherwise exploited in any commercial or for-profit manner without the prior written consent of GFS.
7.3. GFS Trademarks. GFS and related logos, including those of Gordon Food Service, Inc. and Gordon Food Service Canada, Ltd. its affiliates and subsidiaries, are subject to copyright and trademark protections. Subscriber must not use such marks without the prior written permission of GFS.
7.4. GFS Data. GFS owns all intellectual property rights into the data that GFS makes available to the Subscriber via the Services and otherwise (“GFS Data”). You agree that you are only authorized to use GFS Data for your internal use. You agree that GFS may collect, use and share certain information about you and your use of the Services, including but not limited to technical information about the Services, your device, system and application software, and peripherals that is gathered periodically to facilitate the provision of software updates, support, and other services to you (if any) related to the Services (collectively, “Usage Data”). GFS and its service providers use Usage Data to improve the Services, facilitate the provision of Service updates, and provide support. Usage Data is automatically transmitted to GFS by the Services. You acknowledge and agree that GFS retains sole and exclusive ownership of all right, title and interest in and to the Usage Data, and you shall have no rights to retain or use any of the Usage Data. GFS may use Usage Data without limitation, but it will ensure that such Usage Data is anonymized and/or aggregated in such a manner that it no longer identifies you before sharing Usage Data with third parties for their own purposes.
7.5. Feedback. If you provide GFS with any comments, suggestions or other feedback with respect to the products offered through the Services, the Services themselves or any component thereof (collectively, “Feedback”), GFS has the right to use such Feedback in any way, including incorporating such Feedback into the Services, without obligation to you. GFS will be the owner of, and free to use for any purpose, any ideas, concepts, know-how, or materials developed by or on behalf of GFS resulting from your Feedback, including any modifications or enhancements to its products or the Services.
7.6. AI Outputs. While using the Services, Subscriber may use, interact with, prompt and/or receive outputs from one or more AI tools or systems. GFS owns (and Subscriber expressly disclaims) all right, title, and interest (including all intellectual property rights) in and to any and all outputs generated by the one or more AI tools or systems. To the extent Subscriber acquires any rights, title or interest, including intellectual property rights, in, to or under any outputs generated by the one or more AI tools or systems, Subscriber agrees to assign, and does hereby assign, to GFS all such right, title, and interest.
8.1. Subscription Fees. If applicable, Subscriber will pay GFS the subscription fees for the Services as designated by GFS. These fees shall be due and payable in accordance with the terms of the account application agreement between GFS and Subscriber.
8.2. Pricing. The price of goods or services offered by GFS or any of its affiliates and subsidiaries may differ based on fulfillment method, ordering channel (for example, on Gordon Ordering versus Orderve.com versus Stores.com), location, or Subscriber’s particular contract with GFS. Even if you have a contract with GFS, that contractual pricing may not be available on certain ordering channels. For example, the price of goods may be higher or lower, so please check to see if you have the best price for you. By proceeding with a transaction, you agree that the price you pay may be different from your current agreement with GFS. The prices and availability of items are subject to change without notice. If we discover an error in either pricing or availability, we will seek to correct it. We reserve the right to revoke any offer and to correct any errors, inaccuracies or omissions (including after an order has been submitted and accepted).
8.3. Online Orders. All purchases through our Services, formed through the Services, or resulting from visits made by you, are governed by our pricing terms and conditions, currently available at https://gfs.com/en-us/purchase-terms-and-conditions or in Canada, currently available at https://gfs.ca/wp-content/uploads/2025/10/Purchase-Terms-and-Conditions_FRENCH_08-08-25.pdf, which are hereby incorporated into these Terms of Use. We reserve the right to refuse, modify, or cancel any orders or portion of orders placed through the Services for certain reasons including without limitation: product availability, errors in pricing or descriptions, or if we suspect your order is fraudulent or otherwise unauthorized.
9.1. Third Party Information. Our Services may include access to content, products, or services offered by third parties through hyperlinks, API or otherwise. GFS is not responsible for any content or linked sites owned or controlled by a third party. GFS provides such content and links only as a convenience to you. GFS has not endorsed, tested or verified any third-party information, companies, or products to which it links or otherwise makes available. If you decide to access any third-party sites linked to this Service, use such third party’s products, or provide any personally identifiable information to a third party, you do so subject to the terms and policies applicable to those third parties and entirely at your own risk.
9.2. Third Party Service Providers. GFS may use third party service providers to help develop and maintain the Services and to provide specific services offered through the Services. You agree that the terms and conditions set forth in these Terms of Use inure to the benefit of any third-party service providers engaged by GFS. All references to GFS are deemed to include its agents and service providers.
10. DISCLAIMERS; LIMITATIONS OF LIABILITY
10.1. Disclaimer of Warranties. THE SERVICES ARE PROVIDED “AS-IS” AND “AS-AVAILABLE.” SUBSCRIBER’S USE OF THE SERVICES IS AT SUBSCRIBER’S SOLE RISK. ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT ARE DISCLAIMED. GFS MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE SERVICES OR THAT ITS ENVIRONMENT WILL BE FREE FROM SECURITY BREACHES, AND GFS EXPRESSLY DISCLAIMS ANY LIABILITY FOR LOSS OR DAMAGE CAUSED BY UNAUTHORIZED ACCESS TO THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY SUBSCRIBER FROM GFS OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.
10.2. Additional Content Disclaimers. GFS DOES NOT WARRANT RELIABILITY OF ANY CONTENT, PRODUCTS, OR PRODUCT INFORMATION, SUCH AS THE COUNTRY OF ORIGIN, NUTRITION, INGREDIENT, OR ALLERGEN INFORMATION (INCLUDING TRANSLATIONS OF PRODUCT INFORMATION AND PRODUCT INFORMATION GFS GENERATED BY OR THROUGH THE USE OF AI) (COLLECTIVELY, “CONTENTS”) DISPLAYED OR DISTRIBUTED THROUGH THE SERVICES. CONTENTS MAY BE DEVELOPED, MANUFACTURED, AND/OR PROVIDED BY ARTIFICIAL INTELLIGENCE OR THIRD PARTIES, AND ON OCCASION MANUFACTURERS MAY IMPROVE THEIR PRODUCTS AND UPDATE THEIR LABELS. PLEASE BE AWARE THAT SOME PRODUCT DESCRIPTIONS AND IMAGES MAY HAVE BEEN GENERATED, IN PART, USING GENERATIVE ARTIFICIAL INTELLIGENCE (AI) TECHNOLOGY. GFS HAS NO RESPONSIBILITY OR LIABILITY FOR ANY ASPECT OF THE CONTENTS (INCLUDING ANY PART OF THE CONTENTS THAT GFS GENERATES BY OR THROUGH THE USE OF AI), AND ALL CONTENTS ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, GFS DOES NOT WARRANT THAT THE CONTENTS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. GFS IS NOT LIABLE FOR COPYRIGHT INFRINGEMENT WITH RESPECT TO ANY INFORMATION, IMAGES, TRADEMARKS, OR LOGOS OF ANY THIRD-PARTY PRODUCTS DISPLAYED OR DISTRIBUTED THROUGH THE SERVICES.
WHILE WE STRIVE FOR ACCURACY, CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE SOLELY RELIED UPON WHEN MAKING PURCHASING DECISIONS. SUBSCRIBER IS ENCOURAGED TO INDEPENDENTLY VERIFY THE CONTENTS (FOR EXAMPLE, BY CONSULTING THE PRODUCT’S LABEL OR CONTACT THE MANUFACTURER DIRECTLY) BEFORE MAKING ANY DECISIONS BASED THEREON. FOR THE MOST ACCURATE AND UP-TO-DATE INFORMATION, PLEASE REFER TO THE PRODUCT PACKAGING ITSELF. IF SUBSCRIBER ENCOUNTERS AN ERROR, PLEASE REPORT IT TO LEGAL@GFS.COM.
10.3. Exclusion. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GFS OR ITS THIRD-PARTY LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, OR NEGLIGENCE) AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, EVEN IF GFS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN ANY WAY RELATED TO (a) THE USE OF OR INABILITY TO USE THE SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; OR (c) ANY OTHER MATTER RELATING TO THE SERVICES. IF SUBSCRIBER IS DISSATISFIED WITH ANY PORTION OF THE SERVICES, SUBSCRIBER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.
10.4. Limitation. NOTWITHSTANDING ANY DAMAGES THAT SUBSCRIBER MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF GFS UNDER ANY PROVISION OF THESE TERMS OF USE, AND SUBSCRIBER’S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING, WILL BE LIMITED TO THE FEES PAID BY SUBSCRIBER FOR THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES, OR $50.00 USD, WHICHEVER IS LESS.
10.5. Applicability. THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL APPLY REGARDLESS OF ANY ALLEGATION OR FINDING THAT A REMEDY FAILED OF ITS ESSENTIAL PURPOSE, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) AND EVEN IF GFS OR OTHERS WERE ADVISED OR AWARE OF THE POSSIBILITY OF LIKELIHOOD OF SUCH DAMAGES OR LIABILITY.
10.6. Indemnification of GFS. Subscriber will indemnify, defend and hold harmless GFS, its affiliates, and its and their third-party licensors and their officers and agents (the “Indemnified Parties”) from and against any and all third-party claims, demands, proceedings, suits and actions, including any related liabilities, obligations, losses, damages, penalties, fines, judgments, settlements, expenses (including attorneys’ and accountants’ fees and disbursements) and costs (collectively, “Claims”), incurred by, borne by or asserted against the Indemnified Parties to the extent such Claims in any way relate to, arise out of, or result from (a) Subscriber’s use of the Services, including the use or output of any AI tools or systems that Subscriber may access or use as part of the Services; (b) Subscriber’s violation of or breach of any provision of these Terms of Use or any applicable law or regulation; (c) violation of any rights of any third party; or (d) use of the Services in a process that is protected by U.S., Canada, or foreign intellectual property law.
11.1. Termination for Convenience. GFS may terminate Subscriber’s access at any time for any reason. GFS may immediately suspend Subscriber’s access to the Services for use in violation of these Terms.
11.2. Termination for Cause; Suspension of Services. Subscriber’s rights under these Terms of Use will automatically terminate without notice if Subscriber fails to comply with any of its terms. Upon termination, GFS may immediately revoke Subscriber’s access to the Services. GFS’s failure to insist upon or enforce your strict compliance with these Terms of Use will not constitute a waiver of any of its rights.
12.1. Confidential Information. GFS and Subscriber, and any person authorized by Subscriber, may receive access to, or develop, information or data designated as confidential or proprietary or which reasonably ought to be considered as confidential from its nature or from the circumstances surrounding its disclosure (“Confidential Information”). Each party acknowledges that all Confidential Information of the other party is proprietary to and a valuable trade secret of the other party, and that any unauthorized disclosure or use of such Confidential Information may cause such other party irreparable harm and loss. Therefore, the parties agree that (subject to the other provisions of this Section) neither party, nor any others associated with or used by such party, shall use the Confidential Information for itself or others or disclose any Confidential Information to others, without first obtaining the prior written consent of the other party and without obtaining a confidentiality agreement from such third party in form and substance acceptable to GFS or Subscriber, as appropriate. Each party agrees to exercise the same degree of care to protect the confidentiality of the Confidential Information of the other party as such party would exercise in protecting the confidentiality of its own Confidential Information, but in no case less than a reasonable degree of care.
12.2. Limits on Purpose and Dissemination. Each party shall limit dissemination of Confidential Information of the other party within the party’s organizations involved in the performance of these terms to those of their respective employees, agents, partners, members, officers, directors, representatives, servants, subcontractors, auditors or legal representatives (collectively, “Representatives”) who may reasonably require the same for purposes of assisting in the party’s use of the Services. Each party shall be responsible for any breach of these terms caused by its Representatives. Each party shall (a) use Confidential Information of the other party for the sole and limited purpose of using the Services; and (b) return or destroy all Confidential Information of the other party, including copies or other written or physical embodiments of, or containing, such Confidential Information (including any studies, analyses, compilations or other materials prepared in whole or in part based on said Confidential Information), immediately upon the written request of the other party or a decision by the party to no longer use the Services.
13.1. Accessibility. We are committed to making the Service’s content accessible and user friendly to everyone. If you are having difficulty viewing or navigating the content on this Service, or notice any content, feature, or functionality that you believe is not fully accessible to people with disabilities, please call us at (800) 968–4164 or email us at privacy@gfs.com with “Assist with Access” in the subject line and provide a description of the specific feature you feel is not fully accessible or a suggestion for improvement.
13.2. Export Restrictions. Subscriber acknowledges that the Services are subject to U.S. or Canadian export jurisdiction. Subscriber will comply with all applicable international laws that apply to the Services, including the U.S. export Administration Regulations and Office of Foreign Assets Control Regulations and corresponding or similar laws of other countries where Subscriber is licensed to use the Services. Subscriber will not export or re-export the Services to any prohibited country, or to any prohibited person, entity, or end user as prohibited under U.S. export control laws. Subscriber may not use any of the Services if they are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where they are using the Services.
13.3. Governing Law and Venue. For matters arising in the U.S., these Terms of Use will be governed by and interpreted according to the laws of the State of Michigan, without regard to conflicts of law principles. For matters arising in Canada, these Terms of Use will be governed by and interpreted according to the laws of the Province of Ontario and the applicable law of Canada, without regard to their conflict of laws provisions. It will not be governed by the United Nations Convention on the International Sale of Goods. Subscriber hereby consents to the exclusive jurisdiction by the state and federal courts sitting in the state of Michigan. GFS and Subscriber each waive any right to a jury trial.
13.4. Severability. If any provision of these Terms of Use is prohibited or unenforceable by any applicable law, the provision will be ineffective only to the extent and for the duration of the prohibition of unenforceability, without invalidating any of the remaining provisions.
13.5. Entire Agreement. These Terms of Use embody the entire agreement and understanding between GFS and Subscriber with respect to Subscriber’s use and access to the Services and supersedes all prior oral or written agreements and understandings relating to the subject matter of these Terms of Use. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in these Terms of Use will affect, or be used to interpret, change or restrict, the express terms and provisions of these Terms of Use. The terms and conditions of any purchase order or other instrument issued by Subscriber which are in addition to or inconsistent with these Terms of Use will be of no effect and will not be binding on GFS.
13.6. Conflicts. In the event of any conflict between these Terms of Use and any other GFS or third-party terms applicable to any portion of the Services, such as open-source license terms, such other terms will control as to that portion of the Services and to the extent of the conflict.
13.7. No Waiver. GFS’s failure to enforce any provision of these Terms of Use does not waive future enforcement.
13.8. Contact GFS. All notices or inquiries to GFS under these Terms of Use may be sent using the following:
Gordon Food Service
Attn: Gordon Food Service Legal
1300 Gezon Parkway, S.W.
Wyoming MI 49509
legal@gfs.com
privacy@gfs.com
The following additional terms apply if Subscriber is using GFS’s NetMenu Platform:
14.1. Disclaimer of Use. The Sample Menu and Recipes are intended as a starting point and tool for menu building. It is not an endorsement, representation or recommendation by GFS of the functionality or purpose of the Service. GFS and its registered dietitians are not responsible for menu approval at Subscriber’s facility. Even where GFS provides requested assistance to the facility, it is the sole responsibility of the facility to approve the menus with respect to their suitability for the facility and the facility’s diet manual and compliance with all applicable laws and regulations and standard of practice. The menu pricing information and reports are only a point in time. Pricing is subject to change. Subscriber is responsible for regular updating of the data, including, without limitation, pricing and nutrition data. Subscriber should review and approve any information, reports, or menus generated by the system for accuracy and for applicability to any one patient or resident’s dietary requirements. All reporting is provided as a tool to allow Subscriber to make changes based on its needs and cost structure. IN PROVIDING ACCESS TO THE SERVICE AND ANY REQUESTED ASSISTANCE, GFS DOES NOT UNDERTAKE TO PROVIDE MANAGEMENT OR ADMINISTRATION TO THE FACILITY; DOES NOT RECOMMEND, SUGGEST OR PROVIDE ANY OPINION WITH RESPECT TO THE MENU OPTIONS OR DIET CHOICES AVAILABLE TO THE FACILITY; AND DISCLAIMS ANY AND ALL LIABILITY FOR ANY AND ALL DAMAGES OR CLAIMS ARISING OUT OF OR IN ANY WAY RELATED TO SUBSCRIBER’S USE OF SERVICE, THE RISKS OF WHICH ARE ASSUMED IN THEIR ENTIRETY BY SUBSCRIBER. GFS EXPRESSLY DISCLAIMS RESPONSIBILITY FOR SYSTEM FUNCTION OR MALFUNCTION ARISING FROM INACCURATE INFORMATION IN THE SYSTEM.
14.2. HIPAA Privacy and Security; Business Associate Agreement. Section 14.2 applies if Subscriber is a health care provider in the United States under the HIPAA privacy and security rules and is using GFS’ Tray Card Program and/or Menu Ticket Program. In such a case, GFS will be the Subscriber’s business associate under the HIPAA privacy and security rules.
14.2.1. Obligations and Activities of Business Associate. GFS agrees to perform the obligations and activities required of a business associate under the HIPAA privacy and security rules, including the following:
To not use or disclose protected health information (“PHI”) other than as permitted by law;
To use appropriate safeguards and comply with Subpart C of 45 CFR Part 164 with respect to electronic PHI, to prevent the use and disclosure of PHI other than as provided for by this Section and the HIPAA privacy and security rules;
To mitigate, to the extent practicable, any harmful effect that is known to GFS of a use or disclosure of PHI in violation of the law;
To report to Subscriber any use or disclosure of PHI of which it becomes aware which is not permitted by law. In the event GFS discovers a breach of unsecured PHI it shall notify Subscriber without unreasonable delay and within 15 calendar days of discovery. The notice will contain the information and GFS’ possession which is required to be included in the notice contemplated by 45 CFR 164.404.
To ensure that any agent, including a subcontractor, that creates, receives, maintains or transmits PHI on behalf of GFS regarding Subscriber agrees to the same restrictions, conditions and requirements that apply through this Section and the HIPAA privacy and security rules to GFS with respect to such information;
To make GFS’ internal practices, books and records and PHI relating to the use and disclosure of PHI received from, or created or received by GFS on behalf of, Subscriber reasonably available to the federal government for determining Subscriber’s compliance with the HIPAA privacy and security rules;
To document disclosures of PHI necessary for Subscriber to respond to a request by an individual for an accounting of non-routine disclosures of PHI; and
To provide to Subscriber or an individual or the individual’s designee, upon receipt of a written request, information collected above in order to permit Subscriber to respond to a request by an individual or the individual’s designee, for an accounting of non-routine disclosures of PHI.
14.2.2. Permitted Uses and Disclosures by Business Associate. GFS may use or disclose PHI to perform functions, activities or services for, or on behalf of, Subscriber as reflected in this Terms of Use, provided that such use or disclosure would not violate the HIPAA privacy and security rules if done by Subscriber or the minimum necessary policies and procedures of Subscriber. GFS may use and disclose PHI for the proper management and administration of GFS or to carry out the legal responsibilities of GFS.
14.2.3. Obligations of Subscriber. Subscriber shall notify GFS of any limitations in its notice of privacy practices, to the extent that any such limitations may affect GFS’ use or disclosure of PHI. Subscriber affirms that all employees provided access to and use of the Services have received HIPAA privacy training and will act, when using the Services, within the scope of their duties. Subscriber shall notify GFS of any changes in, or revocation of, permission by an individual to use or disclose PHI, to the extent that such changes may affect GFS’ use or disclosure of PHI. Subscriber shall notify GFS of any restriction to the use or disclosure of PHI that Subscriber has agreed to, to the extent that such restriction may affect GFS’ use or disclosure of PHI. Subscriber will not request GFS to use or disclose PHI in any manner that would not be permissible under the HIPAA privacy and security rules if done by Subscriber. However, there is an exception to this restriction if, pursuant to this Section, GFS uses or discloses PHI for data aggregation or management and administration and legal responsibilities of GFS.
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