Last Updated: March 26, 2021

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE PORTAL

Welcome to ULMarketDirect.com, a portal that allows business users to browse and purchase ice cream, frozen foods, and certain non-frozen foods. UL MarketDirect is owned by Conopco, Inc. d/b/a Unilever (“Unilever”, “we”, or “us”). The UL MarketDirect portal is accessible through various desktop, tablet and mobile web browsers (collectively, the “Portal”), subject to your compliance with these Terms of Use. “You” and “Your” means the individual or legal entity using or accessing the Portal.

These Terms of Use constitute an agreement between Unilever and you. If you are agreeing to these Terms of Use on behalf of an organization, you represent and warrant that you are authorized to agree to these Terms of Use on that organization’s behalf and to bind them to these Terms of Use (in which case, references to “you” and “your” include that organization.BY ENTERING, ACCESSING, BROWSING, SUBMITTING INFORMATION TO, OR OTHERWISE USING THE PORTAL, YOU AFFIRM THAT YOU ARE ABLE AND LEGALLY COMPETENT TO AGREE TO THESE TERMS OF USE, AND THAT YOU DO AGREE TO THESE TERMS OF USE. THESE TERMS OF USE INCLUDE PROVISIONS RELATING TO BINDING ARBITRATION, WAIVER OF A RIGHT TO JURY TRIAL, WARRANTY DISCLAIMERS, AND CERTAIN EXCLUSIONS AND LIMITATIONS ON OUR LIABILITY. If you do not agree to these Terms of Use, or if you are not legally competent to agree to them, then you may not use the Portal or any services offered on the Portal.

Privacy

Please review our Privacy Policy, which describes how we collect, store, and use information about our users. By using or accessing the Portal, you acknowledge that you have read and understood our Privacy Policy, and you consent to the data collection, sharing, use, storage, and processing activities disclosed in the Privacy Policy.

Changes

Unilever reserves the right, at any time, to change these Terms of Use, our Privacy Policy and/or the Portal. Your continued use of the Portal following any such change constitutes your agreement to follow and be bound by the Terms of Use and/or Privacy Policy as revised. The revised Terms of Use and/or Privacy Policy supersede all previous versions, notices or statements regarding the Portal. If we request, you agree to sign a non-electronic version of these Terms of Use.

Please check these Terms of Use periodically for updates.

User Accounts

If you register an account on the Portal (an “Account”), you:

• must not allow any third party to access the Portal or your Account using the email address (“Log-in ID”) and password you provided during the registration process;
• are prohibited from using anyone else’s Log-in ID and password to access the Portal or your Account;
• are responsible for any use of your Account by any third party who accesses the Portal or your Account using your Log-in ID and/or password, including any and all purchases made under your Account (whether authorized by you or not);
• are responsible for any use of your Account (including any transactions completed or purchases made) by employees or agents of your organization;
• will notify us immediately if you suspect any unauthorized use of your Account or of your Log-in ID and/or password; and
• are responsible for ensuring that any information that you provide to us as part of the account registration process is accurate and is kept up to date at all times, and you will notify us immediately of any changes to this information.

Third Party Distributors

In some cases, your order of products, goods, merchandise, or services will be processed and fulfilled by a third party distributor (“Third Party Distributor”); in such cases, the contract for sale will be between you and the Third Party Distributor, and Unilever will not be a party to that contract for sale. The Third Party Distributor may provide additional legal terms to supplement these Terms of Use. Any claims, disputes, or complaints arising out of or related to a contract for sale between you and a Third Party Distributor shall be resolved exclusively between you and the Third Party Distributor. Unilever may not be joined in any legal action arising out of or related to a contract for sale between you and a Third Party Distributor. Unilever is not responsible or liable for the actions or inactions of Third Party Distributors.
In other cases, your order of products, goods, merchandise, or services will be processed and fulfilled by Unilever (or Unilever’s fulfillment providers and distributors, on our behalf). In these cases, the contract for sale will be between you and Unilever.

Third Party Goods

The Portal may advertise, display, offer to sell, and sell products, goods, merchandise, and/or services manufactured or made by companies other than Unilever (“Third Party Goods”). Unilever is not responsible for examining or evaluating any Third Party Goods, and we do not warrant any Third Party Goods in any way whatsoever. Any claims, disputes, or complaints arising out of or related to Third Party Goods shall be resolved exclusively between you and the manufacturer of the Third Party Goods.

Order Acceptance

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. Third Party Distributors and Unilever, as applicable, reserve the right, without prior notification to you, 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 Portal are subject to change without notice. Errors will be corrected when discovered, and Unilever and Third Party Distributors, as applicable, each 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 may constitute improper use of the Portal. Unilever and Third Party Distributors, as applicable, each reserve the right, at their sole discretion, to refuse or cancel any order for any reason. Your account may also be restricted or terminated for any reason, at Unilever’s sole discretion. Items purchased pursuant to a quantity discount may be re-priced upon cancellation.

About Prices

With respect to items advertised on the Portal, Unilever or the Third Party Distributor, as applicable, cannot confirm the price of an item until you place your order. Some items on the Portal may be mispriced, despite efforts to ensure accuracy. If the correct price of an item is higher than the displayed price, Unilever or the applicable Third Party Distributor will, at our/their discretion, either contact you for instructions before shipping, or cancel your order (without charge to you) and notify you of such cancellation. If an item’s correct price is lower than the displayed price, Unilever or the applicable Third Party Distributor may refund you the difference to reflect the lower amount and ship you the item.
Where a product listing on the Portal references a higher price, typically denoted by a strikethrough (e.g., “$79”), 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 may be presented that represents the previous price before the promotion. The “Sale” tag on a product listing on the Portal signifies that a product is being sold at a discount from a price in the previous 60 days.
When the term “Closeout” is used to describe a product, that means that 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 inventory. Prices of products listed on the Portal 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.

Product Descriptions

Unilever and Third Party Distributors attempt to be as accurate as possible. However, neither Unilever nor Third Party Distributors warrant that product descriptions, product images, prices, availability, specifications, or other content of any Portal or product listing is accurate, complete, reliable, current, or error-free. Certain weights, measures, and related descriptions are approximate and are provided for convenience purposes only.
Unilever attempts to display as accurately as possible the colors of products that appear on the Portal. 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.

User Transactions

You may be asked to supply certain information relevant to a transaction including, without limitation, information about your method of payment (such as your payment card number and expiration date), your billing address, and your shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT METHOD(S) UTILIZED IN CONNECTION WITH ANY TRANSACTION CONDUCTED ON THE PORTAL, WHETHER PAYING IN YOUR INDIVIDUAL CAPACITY OR ON BEHALF OF A LEGAL ENTITY.

Risk of Loss

All purchases of items on the Portal from Unilever and Third Party Distributors are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon delivery to the carrier or shipper of such items.

Returns and Cancellations

Due to the perishable nature of ice cream products, returns cannot be accepted on any item after it has been delivered. However, in certain instances you may be entitled to a refund by the Third Party Distributor or Unilever if your products arrive damaged or destroyed.

Intellectual Property Rights

The Portal contains valuable trademarks and service marks owned and used by Unilever and its affiliate companies, including but not limited to, UL MarketDirect, Unilever, the UL MarketDirect design logo, the Unilever design logo, and the tag lines (collectively, the“Unilever Marks” ). Any use of the Unilever Marks for any commercial purpose without the express prior written permission of Unilever is strictly prohibited. The arrangement and layout of the Portal, including but not limited to, the Unilever Marks, images, text, graphics, buttons, screenshots, music, digitally downloadable files, product descriptions, and other content or material (collectively, the “Portal Content” ), are the sole and exclusive property of Unilever or its licensors, or other suppliers. Unilever grants to you a limited, revocable, non-exclusive, non-sublicenseable and otherwise non-transferable license to access and use the Portal (including any Portal Content) and to download one copy of the Portal Content on any single computer or device for your own personal, non-commercial use strictly in accordance with these Terms of Use. Unilever may in its sole discretion suspend, discontinue or terminate this license at any time for any reason. You agree not to use the Portal Content in any manner that is likely to cause confusion among customers, that disparages or discredits Unilever and/or our licensors or other suppliers, that dilutes the strength of Unilever’s or our licensors’ or other suppliers’ property, or that otherwise infringes or misappropriates Unilever’s or our licensors’ or other suppliers’ intellectual property rights. UNAUTHORIZED COPYING, REPRODUCTION, MODIFYING, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, MAKING DERIVATIVE WORKS OF OR DUPLICATING ALL OR ANY PART OF THE PORTAL FOR COMMERCIAL USES IS STRICTLY PROHIBITED.
Unilever may use a network of independent product and content suppliers, distributors and other such third parties to supply some of the products and/or content advertised on the Portal. 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 which appear on the Portal, are the property of their respective owners.

User-Generated Content

From time to time, the Portal may permit the submission of content, such as comments, reviews, or other content generated by you and other users (“User Content”). Unilever 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 review, moderate, or 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 Portal is non-confidential and non-proprietary.
By submitting User Content, you represent and warrant that: (i) your User Content does not violate, infringe, or misappropriate 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 Unilever to use, copy, or reproduce your User Content as set forth in the paragraph below, 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 Unilever's Acceptable Use Policy set forth below.
As between you and Unilever, you will retain all of your ownership rights in and to your User Content. By submitting User Content, you hereby grant to Unilever 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 Unilever (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 Portal a non-exclusive license to view and access your User Content through the Portal, to the extent permitted by the Portal under these Terms of Use.
Unilever does not endorse any User Content or any opinion, recommendation, or advice expressed therein. Please note that Portal visitors may post content that is inaccurate, misleading, or deceptive. Unilever 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 Unilever. Unilever reserves the right but is not obligated to monitor User Content or other content sent to or through the Portal.Unilever has the right (but not the obligation) to refuse, remove, edit or delete any User Content and/or to terminate any user's access to the Portal for any reason – at Unilever’s sole discretion.Unilever takes no responsibility for User Content.

Acceptable Use Policy

By submitting User Content and otherwise using the Portal, 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 Unilever 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, pornographic, vulgar, obscene, libelous, hateful or racially, ethnically or otherwise objectionable; (iii) use the Portal to harm any person or entity, including Unilever; (iv) impersonate any person or entity, including but not limited to, a representative of Unilever, 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 Portal; (vi) e-mail 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 Portal 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 U.S. Federal Trade Commission, U.S. Securities and Exchange Commission; (ix) collect, store or use personal information about other users of the Portal without their consent; (x) use the Portal (including through submission of User Content) to disparage or make unsubstantiated claims about any person, third party or its/their products or services; (xi) use any of the Portal in any manner that could overburden or impair any of the Portal or the networks or systems connected to the Portal; and/or (xii) use any device, software or instrumentality to interfere with the proper working of the Portal or disobey any requirements, procedures, policies or regulations of networks connected to the Portal. In addition, you agree that you will comply with all applicable laws that relate to your use of or activities in connection with the Portal. You also agree that you will not violate or attempt to violate the security of the Portal. Violations of system or network security may result in civil or criminal liability. You agree to immediately notify Unilever if you suspect illegal, fraudulent or abusive activity, or any activity in violation of these Terms of Use, including any unauthorized access to your Account. If you so notify Unilever, or we otherwise suspect such activity, you agree to cooperate with Unilever in any investigation and to use any prevention measures we prescribe. Unilever 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.

Copyright Agent

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide our Copyright Agent with the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) a description of where the material that you claim is infringing is located, with enough detail that we may find it;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
(f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon us actual knowledge of facts or circumstances from which infringing material or acts are evident. Our copyright agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
Gregory P. Gulia
Duane Morris LLP
1540 Broadway
New York, NY 10036-4086
P: 212.692.1027 F: 212.692.1020
GPGulia@duanemorris.com
We suggest that you consult your legal advisor before filing a notice with our copyright agent.
We may, in appropriate circumstances and in our sole discretion, prohibit users who may be repeat infringers from accessing the Service or making submissions.
Counter Notification
If you believe in good faith that your own copyrighted material has been removed from the Portal as a result of mistake or misidentification, you may submit a written counter notification letter to Unilever's Copyright Agent pursuant to Sections 512(g)(2) and (3) of the DMCA. To be an effective counter notification under the DMCA, your written correspondence must include substantially the following:
(a) Identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled;
(b) 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 Unilever may be found;
(c) 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;
(d) Your name, address and telephone number;
(e) 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
(f) Your physical or electronic signature.
You may submit your counter notification to Unilever’s copyright agent as set forth above.
You acknowledge that if you fail to comply with all of the above requirements, your DMCA counter notification may not be valid. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorneys' fees.

Links to Other Websites

The Portal may contain links to third-party websites (“Other Sites”) that are not under Unilever’s control. Unilever makes no claim and accepts no responsibility regarding the quality, nature or reliability of the Other Sites that are accessible by hyperlinks from the Portal or link to the Portal. Unilever provides these links to you as a convenience and the inclusion of any link does not imply endorsement by Unilever of Other Sites or any association with the operators of such Other Sites. You are responsible for viewing and abiding by the privacy statements and terms of use posted at any third-party sites.

Mobile Devices and Mobile Applications

If you use a mobile device to access pages of the Portal 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 Portal 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 Portal 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.

Notice to California Residents

California Proposition 65 requires that special warnings be provided when products contain chemicals known by the State of California to cause cancer, birth defects, or other reproductive harm if the use of those products may cause exposure to those chemicals above specific limits. Please call us prior to ordering if you have any questions regarding the safety of these products.
Pursuant to California Civil Code Section 1789.3, Unilever provides users of the Portal with the following notice: You may report complaints to the Consumer Information Division of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at 800-952-5210.

Communications with Unilever

For all communications made to or with Unilever, including but not limited to feedback, questions, comments, suggestions and the like, except as otherwise set forth under applicable law: (i) you will have no right to confidentiality in your communications, and Unilever will have no obligation to protect your communications from disclosure; (ii) Unilever will be free to reproduce, use, disclose and distribute your communications to others without limitation; and (iii) Unilever will be free to use any ideas, concepts, know-how, content or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information.

Legal Notices & Electronic Communications

Except as explicitly stated otherwise, any notices you send to Unilever shall be sent to:
700 Sylvan Avenue
Englewood Cliffs, NJ 07632
ATTN: Legal
In the case of notices Unilever sends to you, you consent to receive notices and other communications by Unilever: (i) posting notices on the Portal, (ii) sending you an email at the email address listed in your profile in your account, or (iii) mailing a notice to you at your billing address listed in your profile in your account. You agree that all agreements, notices, disclosures, and other communications that Unilever provides to you in accordance with the prior sentence satisfy any legal requirement that such communications be in writing.

Indemnity

You agree to indemnify and hold Unilever and its parents, affiliates, agents and licensors, and each of their respective employees, officers, and directors or third parties harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (i) your use of the Portal, including any User Content you submit, post to or transmit through the Portal, (ii) your violation of these Terms of Use, or (iii) your violation of any rights of any third party or other Portal user.

Disclaimer of Warranties

Unilever AND ALL GOODS, INFORMATION, CONTENT, MATERIALS, PRODUCTS, AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PORTAL ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PORTAL, OR AS TO THE GOODS, INFORMATION, CONTENT, MATERIALS, PRODUCTS, OR OTHER SERVICES INCLUDED ON OR MADE AVAILABLE THROUGH THE PORTAL, UNLESS SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE PORTAL IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY 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 PORTAL, GOODS, INFORMATION, CONTENT, MATERIALS, PRODUCTS, OR OTHER SERVICES INCLUDED ON OR MADE AVAILABLE TO YOU THROUGH THE PORTAL, OR COMMUNICATIONS SENT FROM US, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation on Liability

TO THE FULL EXTENT PERMISSIBLE BY LAW, IN NO EVENT WILL UNILEVER OR ITS PARENTS OR AFFILIATES, NOR THEIR RESPECTIVE OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DISTRIBUTORS, AFFILIATES OR THIRD PARTIES BE LIABLE TO ANY USER OF THE PORTAL OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE) ARISING OUT OF THE USE OR INABILITY TO USE THE PORTAL OR ANY GOODS, INFORMATION, CONTENT, MATERIALS, PRODUCTS, OR OTHER SERVICES CONTAINED THEREIN ON THE PORTAL, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF UNILEVER HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, AND THE FOREGOING PARAGRAPH SHALL NOT APPLY TO A RESIDENT OF NEW JERSEY TO THE EXTENT DAMAGES TO SUCH NEW JERSEY RESIDENT ARE THE RESULT OF OUR NEGLIGENT OR RECKLESS ACTS.
Regardless of the previous paragraphs, if Unilever is found to be liable, our liability to you or to any third party is limited to the greater of (a) the amount of actual damages in dispute, not to exceed the total amount which you paid to us in the twelve (12) months prior to the action giving rise to the liability, or (b) USD $100.

Legal Disputes, Binding Arbitration

Any controversy or claim arising out of your use of the Portal, these Terms of Use, and/or our  Privacy Policy shall be settled by binding arbitration before Judicial Arbitration and Mediation Services (“JAMS”), in a location determined by the arbitrator as set forth herein (provided that such location is reasonably convenient for claimant), or at such other location as may be mutually agreed upon by the parties, in accordance with the procedural rules for commercial disputes set forth in the Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS Rules and Procedures”) then prevailing, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator shall be selected pursuant to the JAMS Rules and Procedures. Please go to www.jamsadr.com to see a complete copy of the JAMS Rules and Procedures or to submit a claim for arbitration. The arbitrator shall be selected pursuant to the JAMS Rules and Procedures. Alternatively, you may assert your claims in small claims court in accordance with these Terms of Use if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis.
In resolving a claim for arbitration, the arbitrator shall apply New York State law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law. In the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class, representative, or collective basis, or as a private attorney general on behalf of other persons similarly situated, then the entirety of this arbitration provision shall be null and void, and neither you nor we shall be entitled to arbitrate the dispute. Upon filing a demand for arbitration, all parties to such arbitration shall have the right of discovery, which discovery shall be completed within sixty days after the demand for arbitration is made, unless further extended by mutual agreement of the parties. Disputes regarding the arbitrability of any claim shall be resolved by the arbitrator.
THE ARBITRATION OF DISPUTES PURSUANT TO THIS SECTION SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU MAY NOT BRING ANY CLAIM AS A PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHER SIMILARLY SITUATED PERSONS. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. Without in any way limiting the foregoing, you and Unilever agree that any individual arbitration commenced by you or by Unilever may be consolidated with any other individual arbitration(s) pending before JAMS in accordance with JAMS Comprehensive Rule 6(e), provided that either party makes such request.
BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN, YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL. DO NOT USE THE PORTAL IF YOU DO NOT AGREE TO THE FOREGOING BINDING ARBITRATION PROVISIONS.

Termination

Your ability to access and use the Portal remains in effect until terminated in accordance with these Terms of Use. You agree that Unilever, in its sole discretion, may terminate your account and/or your use of the Portal and may remove and delete your User Content if Unilever believes that you have violated or acted inconsistently with these Terms of Use or for any other reason in Unilever’s sole discretion. Unilever also may in its sole discretion and at any time discontinue providing the Portal, or any part thereof, with or without notice. You agree that any termination of your access to the Portal may be effected without prior notice and you acknowledge and agree that Unilever may bar any further access to the Portal. Further, you agree that Unilever will not be liable to you or any third-party for any termination of access to the Portal. The provisions of the Intellectual Property Rights, User-Generated Content, Acceptable Use Policy, Disclaimer of Warranties, Indemnity, Limitation of Liability, Legal Dispute sections, together with and any other rights and obligations which by their nature are reasonably intended to survive such termination, will survive any termination of these Terms of Use.

Not Intended for Users Under 18

This is a commercial website intended to allow the sale and purchase of commercial products and goods. YOU MUST BE AT LEAST AGE 18 TO USE THE PORTAL. By using the Portal, you affirm that you are over age 18. If you are under age 18, you may not access or use the Portal.

Force Majeure and Outages

The failure of Unilever to comply with these Terms of Use because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of Unilever, shall not be deemed a breach of these Terms of Use. Unilever periodically schedules system downtime for the Portal for maintenance and other purposes. Unplanned system outages also may occur. You agree that Unilever has no responsibility and is not liable for: (a) the unavailability of any of the Portal for any reason; (b) any loss of data, information or materials caused by such system outages; (c) the resultant delay, mis-delivery or non-delivery of data, information or materials caused by such system outages; or (d) any outages caused by any third parties, including without limitation any companies or servers hosting any of the Portal, any Internet service providers or otherwise.

United States Only

The Portal is intended only for users in the United States of America, and products will only be shipped to United States postal addresses. By using the Portal, you agree and acknowledge that the Portal may be operated by Unilever from its offices in the United States or other countries, and that data collected through the Portal will be stored and processed in the United States and such other countries (if applicable), and you consent to such transfer. If you access and use the Portal outside the United States, please be advised that your use of the Portal is governed by United States law, which may not afford the same level of protection as laws in your country. Unilever makes no representations or warranties that the Portal or any materials contained in them are valid, appropriate or available for use outside of the United States. If you access and use the Portal outside the United States, you do so at your own risk and are responsible for compliance with applicable local laws, and you understand that products cannot be shipped outside of the United States.
Unilever reserves the right to limit the availability of the Portal and/or the provision of any service, program or other product described thereon to any person, geographic area or jurisdiction, at any time and in our sole discretion.
Any software on the Portal is subject to United States export controls and may not be downloaded or otherwise exported or re-exported: (a) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country to which the United States has embargoed goods or which is subject to other applicable U.S. trade sanctions; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using any software from the Portal, 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.

General Information

No waiver of any provision or any breach of these Terms of Use will constitute a waiver of any other provisions or any other or further breach. In the event that any provision of these Terms of Use is determined to be illegal or unenforceable, the balance of the Terms of Use shall continue to be fully valid, binding, and enforceable. These Terms of Use set forth the entire agreement between you and Unilever with respect to use of the Portal and supersede any prior agreements between you and Unilever relating to such subject matter. These Terms of Use are not assignable, transferable or sublicensable by you except with Unilever's prior written consent. 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. Unilever'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 Unilever's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Portal or information provided to or gathered by Unilever 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 language.

Violations

Please report any violations of these Terms of Use by contacting us at info@ulmarketdirect.com.

Questions?

If you have questions, comments or complaints about these Terms or the Portal, please contact us at info@ulmarketdirect.com.