Website Terms of Use

Acceptance of Terms

Please read these Terms of Use (the “Terms of Use”) before accessing or using this website (the “Site”). This Site is maintained, operated and offered by Nu-Tek Food Science, LLC, S & P Ingredient Development, LLC, and their affiliate and subsidiary companies (collectively, “Company”), and is intended to allow you, the user, to learn more about Company’s products and services. By accessing or using the Site or any services offered or materials available thereon, you, the user, are agreeing to be bound by the terms and conditions set forth herein, as well as any changes made thereto that Company may publish from time to time. If you do not agree to all of the terms and conditions contained in the Terms of Use, do not access or use this Site. Company may change the Terms of Use and other guidelines and rules posted on the Site from time to time at its sole discretion. Company will use reasonable efforts to notify you of any material changes to any of these Terms of Use, but your continued access or use of the Site constitutes your acceptance of the changes. Your access and use of the Site will be subject to the most current version of the Terms of Use, rules and guidelines posted on the Site at the time of such use. Please regularly check the “Terms of Use” to view the then-current terms. If you breach any of the Terms of Use, your authorization to access or use this Site automatically terminates.

The Site

Company makes this Site (the “Site”) and the Products, Materials and Services available for your access and use, subject to the Terms of Use. “Materials” means all information, data, documents (e.g. datasheets, technical information publications, product updates, customer service updates, etc.), communications, downloads, files, text, images, photographs, graphics, videos, webcasts, publications, content, tools, resources, software, code, coupons, advertising materials, promotional materials, contest materials, pricing information, recipes, nutritional and health information and programs made available or enabled via the Site by Company. “Services” means all services and resources offered, made available or enabled via the Site by Company or third party service providers featured on the Site. “Products” means all products and goods offered, made available, advertised or enabled via the Site by Company. Company hereby grants to you a limited, revocable, non-exclusive license to access the Site, Materials and Services made available on the Site solely in connection with your own personal, non-commercial purposes and only as expressly authorized on the Site or in these Terms of Use.

Quality, Accuracy and Completeness

Company attempts to ensure that the Products, Materials, Services and other information on this Site are complete, accurate and current. Despite these efforts, the Products, Materials, Services and other information contained on this Site may occasionally be inaccurate, incomplete or out of date. Thus, Company makes no representations as to the completeness or accuracy of the Products, Materials, Services and other information, advice or recommendations made available on this Site, nor does it make any representations or warranties as to the quality or safety of any Products, Services, or Materials offered or made available via the Site.

Consent to Email and Mobile Communications

When you register on the Site or send an email to us, you are communicating with us electronically. You consent to receive communications from us electronically and agree that we may communicate with you by email, text message or by posting notices to the Site. You agree to be bound by the following terms with respect to any communications that we make via text messaging or email:

Products, Services and Special Offers

Offers and promotions posted on this Site, or those sent to customers by email or text message, are good only for the dates indicated. Offers, promotions and sweepstakes offered on this Site may not be available in each applicable store in which a Product is sold. Likewise, offers, promotions and sweepstakes offered in an individual store may not be available on this Site. Certain Services, Products, promotions and contests may not be available at all stores. We attempt to be as accurate as possible in describing Products, Services and special offers. However, we do not warrant that any Materials, Product descriptions or other content on the Site are accurate, complete, reliable, current or error-free.

Recipes

Company may make available certain recipes on the Site. Company does not recommend or subscribe to any dietary regiment and/or program whether or not it may be implied by the name of the recipes, ingredients used in the making of these recipes, or the language used in the preparation instruction of these recipes. These recipes do not promise to deliver any health results and you should enjoy any food products in moderation. Consult your doctor should you wish to begin any dietary program that differs from the ones in which you are currently engaged. Company is not responsible for any outcomes you may experience as the result of attempting any recipes on this Site. The recipes may contain nutritional information. This information has not been verified by the FDA or professionals in the fields of medicine or nutrition. It is only meant as a general guide.

Nutritional and Health Information

The information content pertaining to health and general wellness on this Site (“Health Information”) is for informational purposes only. None of the Health Information is intended to substitute for professional medical advice, diagnosis or treatment. Always seek the advice of your physician or other qualified healthcare providers with any questions you may have regarding a medical condition or change in health. Never disregard or delay in seeking professional medical advice because of something you read on this Site or any other site of Company. This Site does not recommend or endorse any specific tests, products, procedures, methods, opinions or other information that may be mentioned on the Site. Reliance on any information provided by or otherwise appearing on this Site is solely at your own risk.f

Services Specifications

All features, content and specifications of Products and Services described or depicted on this Site are subject to change without notice. The inclusion of any Product or Service on this Site at a particular time does not imply or warrant that such Product or Service will be available at any time.

Intellectual Property

The Products, Materials and Services, as well as their selection and arrangement, are protected by copyrights, trademarks, patents, trade secrets and other intellectual property and proprietary rights (collectively, “Intellectual Property Rights”), and any unauthorized use of the the same may violate such laws and the Terms of Use. Except as expressly provided herein, Company does not grant any express or implied right to use the Products, Materials and Services. You agree not to copy, republish, frame, download, transmit, modify, adapt, create derivative works based on, rent, lease, loan, sell, assign, distribute, display, perform, license, sublicense or reverse engineer the Site, Materials or Services, any portions of the Products, Site, Materials or Services or the selection and arrangement of the Products, Site, Materials or Services, except as expressly authorized herein. In addition, you agree not to use any data mining, robots or similar data gathering and extraction methods in connection with the Products, Site, Materials or Services.

The trademarks, service marks, logos, URLs and domain names (collectively, the “Marks”) displayed on this Site are the property of Company, its licensors or other third parties. You are not permitted to use the Marks without the prior written consent of Company or such third party that may own the Marks.

Registration

You may be required or permitted to register for the Site in order to access certain Services or Materials, to purchase Products, to receive promotional communications or other advertising information, or to access certain content offered on the Site. If you are required to establish an account in connection with a particular Service or Material, you must complete the designated registration process for such Service or Material. All required registration information that you provide must be current, complete and accurate and kept up to date on a prompt, timely basis. It is your sole responsibility to keep your user name, password and other sensitive information confidential. If you become aware of any unauthorized use of your account or any other breach of security, you shall notify Company immediately.

This Site is intended solely for users who are 13 years of age or older and it is a violation of these Terms of Use for anyone under the age of 13 to register for the Site. You represent and warrant that you are 13 years old or older. Your account may be deleted without warning if you misrepresent your age, whether older or younger.

In order to be eligible to register, you must meet the following requirements:

Use of Site, Products, Materials and Services

You shall pay all costs and charges, including phone charges and telecommunications equipment costs, that you incur in order to download, access or use the Site, Products, Services and Materials. You must adhere to all limitations on dissemination, usage and reproduction of any Materials that you download from the Site that are subject to such limitations. You agree to use the Site only to access, download, utilize or receive Materials or Services in an appropriate manner as related to the particular Materials or Services being accessed or used by you. As some examples of improper activities when accessing or using the Site, Materials or Services, you agree that you shall not (except as otherwise expressly permitted herein):

Company, in its sole discretion, may (but has no obligation to) monitor or review the Site, Materials and Services at any time. Company may at any time without notice and in its sole discretion: (a) terminate a Service or your access to any Materials or an area of the Site; and (b) disclose any information related to your use of or access to a Service, Product or Material, as Company deems necessary to comply with applicable law, regulation, legal process or governmental request. You agree to use extra care when disclosing any personally identifiable information about yourself or your company on the Site. Company may block, restrict, disable, suspend or terminate your access to all or part of the Site, Products, Services and Materials at any time in Company’s sole discretion, without prior notice or liability to you.

Use of Materials

Except as indicated to the contrary elsewhere on this Site, you may view, download, and print the Materials available on this Site for your own personal, non-commercial use, subject to the following conditions:

The rights specified above to view, download and print Materials available on this Site are not applicable to the design, layout or look and feel of this Site. Such elements are protected by law, including trade dress, trademark, copyright, unfair competition and other laws, and may not be copied or imitated in whole or in part. No Mark, graphic, sound, video or image from the Site may be copied or retransmitted unless expressly permitted by Company.

Links to Third Party Sites

The Site, Services or Materials may include links that will take you to other sites outside of the Site (“Linked Sites”). The Linked Sites are provided by Company to you as a convenience and the inclusion of the links do not imply any endorsement by Company of any Linked Site. Company has no control of the Linked Sites and you therefore acknowledge and agree that Company is not responsible for the contents of any Linked Site, any link contained in a Linked Site or any changes or updates to a Linked Site. You further acknowledge and agree that Company is not responsible for any form of transmission (e.g. webcasting) received from any Linked Site.

Warranties and Disclaimers

THE SITE, PRODUCTS, SERVICES AND MATERIALS ARE PROVIDED BY COMPANY “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, PERFORMANCE, SECURITY, INTEGRATION, SATISFACTORY QUALITY, AND THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY HEREBY EXPRESSLY DISCLAIMS ALL OF THE FOREGOING WARRANTIES. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY THAT (i) THE SITE, PRODUCTS, SERVICES OR MATERIALS WILL MEET YOUR REQUIREMENTS; (ii) THE SITE, PRODUCTS, SERVICES OR MATERIALS WILL BE ACCURATE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, PRODUCTS, SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (iv) THE QUALITY OF THE SITE OR ANY PRODUCTS, MATERIALS OR SERVICES PURCHASED OR ACCESSIBLE BY YOU WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS OR DEFECTS IN THE SITE, PRODUCTS, SERVICES OR MATERIALS WILL BE CORRECTED.

THIS SITE, PRODUCTS, MATERIALS AND SERVICES MAY INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. COMPANY MAY MAKE CHANGES TO THE SITE, PRODUCTS, MATERIALS AND SERVICES, AT ANY TIME IN ITS SOLE DISCRETION AND WITHOUT NOTICE. THE SITE, PRODUCTS, MATERIALS AND SERVICES MAY BE OUT OF DATE, AND COMPANY MAKES NO COMMITMENT TO UPDATE THE SITE, MATERIALS, PRODUCTS AND SERVICES.

YOU ACKNOWLEDGE AND AGREE THAT: (i) COMPANY DOES NOT CONTROL, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY PRODUCTS, MATERIALS OR SERVICES OFFERED BY THIRD PARTIES, INCLUDING THIRD-PARTY VENDORS AND THIRD PARTIES ACCESSIBLE THROUGH LINKED SITES; (ii) COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT ANY SUCH THIRD PARTIES, THEIR PRODUCTS, MATERIALS OR SERVICES; (iii) ANY DEALINGS YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK; AND (iv) COMPANY SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY PRODUCT, MATERIALS OR SERVICES OFFERED BY THIRD PARTIES.

COMPANY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO ANY DAMAGES, PERSONAL INJURY OR OTHER HARM THAT MAY BE CAUSED BY YOUR RELIANCE ON ANY ADVICE, SUGGESTIONS, RECOMMENDATIONS OR OTHER INFORMATION PROVIDED ON THE SITE.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED TO NINETY (90) DAYS.

Personal Information and Privacy

Company will use and protect your data, such as your name and address, in accordance with the Company Website Privacy Policy, the contents of which are incorporated by reference into the Terms of Use.

Limitation of Liability

IN NO EVENT SHALL COMPANY, ITS DIVISIONS AND AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES, SHAREHOLDERS, MEMBERS, MANAGERS, OWNERS, AGENTS OR BUSINESS PARTNERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND, OR ANY DAMAGES OR LOSSES WHATSOEVER, WHETHER OR NOT FORESEEABLE OR IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, AND ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH: (i) THE ACCESS, CONSUMPTION OR USE OF OR THE INABILITY TO ACCESS OR USE ANY PART OF THE SITE, PRODUCTS, SERVICES, OR MATERIALS; (ii) ANY DEALINGS WITH VENDORS OR OTHER THIRD PARTIES; (iii) ANY INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED; (iv) ANY PRODUCTS OR SERVICES AVAILABLE THAT ARE DELAYED OR INTERRUPTED; (v) ANY WEBSITE REFERENCED OR LINKED TO FROM THIS SITE; (vi) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE ANY LINKED SITE; OR (vii) YOUR RELIANCE UPON ANY MATERIAL, PRODUCT, SERVICE OR ANY CONTENT OR OTHER INFORMATION AVAILABLE ON THE SITE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

Advertisements and Promotions

Company may run advertisements and promotions from third parties via the Site related to certain Products, Services or Materials, in any manner or mode and to any extent. Your communications, activities, relationships and business dealings with any third parties advertising or promoting via the Site, Services or Materials, including payment and delivery of products and related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, shall be solely matters between you and such third parties. You acknowledge and agree that COMPANY is not responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such non-COMPANY advertisers on the Site or in connection with the Products, Services or Materials.

Copyright Infringement Complaints

We respect the intellectual property rights of others and we prohibit users from posting on the Site any content that violates another party's intellectual property rights. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides a complaint procedure for copyright owners who believe that website material infringes their rights under U.S. copyright law. If you believe that your work has been improperly copied and posted on the website, please provide us with the following information: (1) name, address, telephone number, email address and an electronic or physical signature of the copyright owner or of the person authorized to act on his/ her behalf; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of where on the Site the material that you claim is infringing is located; (4) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (5) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. These requirements must be followed to give Company legally sufficient notice of infringement. Send copyright infringement complaints to:

Arthur Stickley, CFO
5400 Opportunity Ct., Ste. 140
Minnetonka, MN 55343

We suggest that you consult your legal advisor before filing a DMCA notice with Company’s copyright agent. There can be penalties for false claims under the DMCA.

Indemnity and Liability

You agree to indemnify and hold Company, its divisions and affiliates, and their respective officers, directors, partners, employees, shareholders, members, managers, owners, business partners and agents harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of: (i) your access to, reliance on, use, purchase or, as applicable, consumption of the Site, Products, Services or Materials (including any use by your employees, contractors or agents and all uses of your account numbers, user names and passwords, whether or not actually or expressly authorized by you, in connection with the Site or any Products, Services or Materials); (ii) your connection to the Site, Products, Services or Materials; (iii) your violation of the Terms of Use; (iv) your infringement of any third party’s Intellectual Property Rights when using the Site, Products, Services or any Materials; (v) your violation of any rights of any third party; (vi) your access to or use of Linked Sites and your connections thereto; or (vii) any dealings between you and any third parties advertising or promoting via the Site, Products, Services or Materials.

Governing Law and Jurisdiction

This Site (excluding Linked Sites) is controlled and operated by Company from its offices within the United States of America. By accessing this Site, you agree that all matters relating to your access to, or use of, this Site shall be governed by the statutes and laws of the State of Nebraska without regard to the conflicts of laws principles thereof. You also agree and hereby submit to the exclusive personal jurisdiction and venue of an appropriate state or federal court in Nebraska with respect to such matters. You should not access this Site or any Materials, Products or Services made available on this Site if you do not submit to the governing law and venue set forth herein.

General

The Terms of Use and other rules, guidelines, and disclaimers posted via the Site or in connection with the Products, Materials and Services constitute the entire agreement between Company and you with respect to your access to or use of the Site, Products, Materials and Services, superseding any prior agreements between you and Company on such subject matter (including any prior versions of the Terms of Use). You may also be subject to additional terms and conditions that may apply when you purchase Company Products. You may not assign or otherwise transfer the Terms of Use nor any right granted hereunder without Company’s prior written consent. If for any reason a court of competent jurisdiction finds any provision of the Terms of Use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect. Any failure by Company to enforce or exercise any provision of the Terms of Use or related right shall not constitute a waiver of that right or provision. The section titles used in the Terms of Use are purely for convenience and carry with them no legal or contractual effect.