Terms of Use Agreement

Updated on: March 21, 2023

This website is a service of Gordon Food Service Canada, Ltd. and its related entities in Canada. By
using gfs.ca and its related domains, social media channels, software applications, mobile application
services, information, web postings, products and tools (collectively, “Website” or “Service(s)”), or
anywhere this Terms of Use Agreement appears (each, a “Platform”), you, the “User”, are agreeing to the
following terms and principles. This Terms of Use Agreement (“Agreement”) is effective immediately for
all Users of the Website and is by and between you, the User and Gordon Food Service Canada, Ltd. and
related entities (“GFS” or “we” or “us”). Please read the Terms of Use carefully before you start to use the
Website. This version of the Terms of Use became effective May 1, 2023.

Your use of the GFS Website is governed by this Terms of Use Agreement and corresponding Privacy
Policy, which is incorporated herein by reference. If you do not agree to these terms or policies, you are
not authorized to use the Website.

1. Important Information About Us and Our Platforms

For 125 years, we’ve delivered the excellence, expertise, and quality products our customers need to design successful food operations and experiences. We’ve grown to become the largest family-operated broad-line food distribution company in North America by upholding the same business approach since 1897—being passionately committed to the people we serve.

As you use the Website, you may interact across our various services, entities, and applications. GFS consists of the following related entities in Canada, including Gordon Food Service Canada, Ltd., Fresh Ex Inc., J.G. Rive-Sud, Fruits & Legumes Inc., Trimen Food Service Equipment Ltd., Montcalm Meats Inc., Intercity Packers Ltd., United Restaurant Supplies Inc., Liberio Seafood Inc., Fresh Start Foods Canada Ltd., Neptune Fresh Produce Inc. and Macgregors Meat & Seafood Ltd., and any future subsidiaries or affiliates of Gordon Food Service Canada Ltd. (collectively, “GFS Canada”, “our”, “we” or
“us”).

Other Platforms include Gordon Food Service Store LLC, Relish Works, Inc., Back of House, LLC, Halperns’, Supplier Central, Inventory Manager (website, mobile), Gordon Cycle Menu Management, Gordon Go Rewards, Gordon NOW (website, mobile app, chat, voice assistant), Gordon Ordering, Measur’d.biz, Gordon Culinary Pro, Gordon Restaurant Pro, and other websites, services, and platforms GFS may add from time to time you agree to the Terms of Use and Privacy Policy that govern your use of those Platforms and websites.

If you are attempting to access the United States website for Gordon Food Service, click https://gfs.com.

2. Updates to this Terms of Use Agreement

We reserve the right, at our sole discretion, to change, modify, add, or remove portions of the Terms of Use, at any time. Amendments or changes to these Terms will not be effective until we post a revised Terms of Use on the Website. Unless explicitly stated otherwise, any new feature added to the Service, including but not limited to the release of new tools and resources, shall be subject to the Terms of Use.

It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Website, Service, or Platform following the posting of changes will mean that you accept and agree to the changes.

3. User Eligibility

Use of the Website is void where prohibited. Your use of the Website and Services constitutes your representation that (1) all information you submitted to GFS is truthful and accurate: (2) that you will update your information when changes occur; (3) that you are at least 18 years of age; (4) that, if you are under the age of 18, you have the authorization of your legal guardian, and (5) that your use of the Website and Services does not violate any state, federal, or other law which applies in your jurisdiction.

4. Accessing the Website and Obtaining the Appropriate Consents

To access the Website or some of the resources it offers you will be asked to provide certain information regarding your business, your contact information, and other personal information. You agree that all information you provide to GFS, its service providers, partners, or affiliates, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information and the information you provide to GFS while using the Website and Services consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your GFS website account, if any, is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

5. Permitted Use of the Platforms.

You are granted permission to use the Platforms in accordance with these Terms of Use. The Platforms may provide a mechanism to allow you to transmit your data (“Your Data”) to Gordon Food Service and for GFS to transmit data (“GFS Data”) to you. You agree that you are only authorized to use GFS Data for your internal business use and that GFS may use Your Data for any lawful purposes in accordance with these Terms of Use (collectively, the “Authorized Purposes”), and that you will not duplicate, download, publish, modify or otherwise distribute GFS Data for any purpose other than the Authorized Purposes. You are agreeing to follow these Terms of Use and all applicable laws and regulations that may govern the Platform. You also agree not to deep-link to the Site for any purpose, unless specifically authorized by GFS to do so. You may not remove any legal notice or credits on pages of the Site. GFS may terminate your use of the Platforms at any time based upon GFS’s sole discretion. You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy the web pages or other GFS Data, or use GFS Data for any other unauthorized purpose without GFS’s prior express written permission. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. You agree that you will not take any action that imposes an unreasonable or is proportionately large load on the software and hardware infrastructure relating to the Site.

6. Privacy

Your privacy is very important to GFS. Please read our Privacy Policy. GFS’s Privacy Policy, as it may change from time to time, shall be considered a part of this Agreement. By using this Website you consent to the Privacy Policy and the terms contained in this Agreement regarding the processing of your personal and other information.

7. Consent for GFS and its Service Providers to Process Your Information

GFS uses third parties to assist us in operating our Website, conducting our business, or servicing you, so long as those parties agree to keep your information confidential. Those trusted third-party partners may:

Provide you and our company, and its affiliated companies with various services
Communicate with you via our marketing communications service providers, including via email
and text messaging;
Provide database maintenance and security
Help us manage transactions
Help us process and fulfill orders or requests
Create an account on such third-party site to provide various services to you

By using this Website, the User consents to GFS sharing the User’s information with its service providers and their service providers.

Disclosure in the Event of Merger, Sale, or Other Asset Transfers. If we are involved in a merger, acquisition, financing due diligence, reorganization, bankruptcy, receivership, purchase or sale of assets, or transition of service to another provider, then your Personal Information may be transferred as part of such a transaction, as permitted by law and/or contract. By providing your personal information to us, you consent to such a transfer.

8. User Contributions

The Website or its social media channels may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, 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 Website. All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the Website will be considered non-confidential and non-proprietary.
By providing any User Contribution on the Website, you grant us and our affiliates and service providers a
non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right to exercise any and all copyright, trademark, publicity, and database rights you have in the content, in any media known now or in the future.

You represent and warrant that you own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers.

All of your User Contributions do and will comply with these Terms of Use.

9. Content Standards

The following Content Standards apply to any and all User Contributions and use of Interactive Services. You are responsible for any and all User Contributions, including without limitation data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links which you post to the Website. Please use common sense when posting Content to the Website. Postings which may violate any state, federal, or other law which applies in your jurisdiction, whether civil or criminal, are strictly prohibited. Refrain from posting any Content which contains profanity or nudity. GFS reserves the right to reject, refuse to post, or delete any Content for any reason, including, but not limited to, Content which, in the sole judgment of GFS, violates this Agreement or which otherwise may be deemed offensive or rude. GFS does not assume responsibility for monitoring user posted Content. However, if you believe you have identified a violation of this Agreement, please report the abuse to the Privacy Officer whose contact information is listed below.

10. Confidentiality

GFS and the User, and any person authorized by the User, may receive access to, or develop, Confidential Information from or for the other party. 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 you, 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.

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 Site. 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 Site; 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 Site.

“Confidential Information” means 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 including, without limitation, (a) any and all non-public financial information, customer lists,
and employee data concerning the disclosing party; (b) pending patents or trade secret information; or (c) techniques, methodologies, procedures, management tools, manuals, sketches, drawings, design details and specifications, data models, concepts, ideas, inventions, know-how, processes, report formats or templates, apparatus, equipment, algorithms, software programs, software source documents and formula; (d) your Data; or (e) GFS Data. “Confidential Information” also includes, without limitation, information of a similar nature received by disclosing party from third parties and that disclosing party is obligated to treat as confidential, and information in combination with publicly known information where
the nature of the combination is not publicly known.

11. GFS Intellectual Property and Trademark Rights

The Website, its features, and functionality including but not limited to the software, displays of information (including text, audio, video, images) and the design, selection, and arrangement thereof are owned by GFS and are protected by copyright and other intellectual property or proprietary rights laws. This Website, and all of the information contained on this Website, is subject to Gordon Food Service’s Copyright and Trademark Policies. If you have any questions regarding these policies, please feel free to Contact Us.

All content posted by GFS 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.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website.

GFS and related logos, including those of Gordon Food Service Canada, Ltd., are subject to copyright and trademark protections. You must not use such marks without the prior written permission of GFS.

Any and all remarks, suggestions, ideas, creative concepts, graphics, product reviews, or other information communicated through this Website or otherwise sent to GFS, including without limitation, product or advertising ideas (collectively the “Submissions”), will forever be the exclusive property of GFS, who will not be required to treat the Submissions as confidential, and will not be liable for any use whatsoever or disclosure of the Submissions, and need not provide any compensation or acknowledgement for the Submissions. Without limitation, GFS will have exclusive ownership of all present and future existing rights to the Submissions of every kind and nature anywhere.

12. Authors and Bloggers

As stated below, GFS does not warrant any of the information provided on the Website. Please use common sense when reviewing articles and blogs posted by our staff or community members. You should not rely in any way on any information posted on the Website.

13. Cancellation and Termination

Without limiting GFS’s other remedies, we reserve the right to do any of the following, at any time, without
notice to you (1) to modify, suspend or terminate operation of or access to the Website, or any portion of the Website for any reason or no reason at all; (2) to modify or change the Website, or any portion of the Website, and any applicable policies or Terms; and (3) to interrupt the operation of the Website, or any portion of the Service, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

14. Limitation of Liability and Claims

YOU AGREE THAT GFS AND ITS PROVIDERS SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, OR EXPENSE OF ANY KIND ARISING OUT OF OR RESULTING FROM YOUR POSSESSION OR USE OF THE MATERIALS, CONTENT, OR INFORMATION ON THIS WEBSITE REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT, OR OTHERWISE. IN NO EVENT, INCLUDING, WITHOUT LIMITATION, A NEGLIGENT ACT, SHALL GFS OR ANY OF ITS PROVIDERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR INTERRUPTION OF BUSINESS), ARISING OUT OF OR IN ANY WAY RELATED TO THE MATERIALS, CONTENT, OR INFORMATION ON THIS WEBSITE OR ANY OTHER PRODUCTS, SERVICES, OR INFORMATION OFFERED, SOLD, OR DISPLAYED ON THIS WEBSITE, YOUR USE OF, OR INABILITY TO USE, THIS WEBSITE GENERALLY, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER GFS OR ANY OF ITS PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Any cause of action you may have with respect to your use of this Website must be commenced within one year after the claim or cause of action arises.

15. Indemnification

You agree to indemnify, defend and hold GFS and its partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, advertisers, product and service providers, and affiliates, harmless from any liability, loss, claim and expense, including reasonable attorney’s fees and costs, related to your violation of this Agreement or your use of the Website, or violation of any proprietary or privacy right.

16. No Waiver

GFS failure to enforce any provision of this Agreement does not waive future enforcement.

17. Disclaimer of Warranty

You expressly agree that use of this Website is at your sole risk. Neither GFS, its affiliates, nor any of their officers, directors, employees, agents, third-party content providers, service providers, or licensors (collectively, “Providers”), or the like, warrant that this Website will be uninterrupted or error-free; nor do they make any warranty as to the results that may be obtained from the use of this Website, or as to the accuracy, completeness, reliability, security, or currency of the Content. The Content may contain errors, omissions, inaccuracies, or outdated information. Further, GFS does not warrant reliability of any content displayed or distributed through the Website.

THIS WEBSITE, SERVICES, AND THE CONTENT ON THIS WEBSITE ARE PROVIDED ON AN “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS. GFS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE, THE CONTENT, INFORMATION, OR THE MATERIALS ON THIS WEBSITE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, GFS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, WITH RESPECT TO ANY OF THE CONTENT ON THIS WEBSITE OR ANY GOODS OR OTHER PRODUCTS OR SERVICES OFFERED, SOLD, OR DISPLAYED ON THIS WEBSITE OR YOUR USE OF THIS WEBSITE GENERALLY, INCLUDING
WARRANTIES OF MERCHANTABILITY, ACCURACY OF INFORMATION, QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW APPLIES TO THIS AGREEMENT.

18. Governing Law

These Terms and Conditions shall be governed by the laws of the Province of Ontario and the applicable law of Canada, without regard to their conflict of laws provisions.

19. Dispute Resolution

If a dispute arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by a mutually agreeable mediator located in Milton, Ontario or by arbitration administered by International Centre for Dispute Resolution in Canada in accordance with its Canadian Arbitration Rules to take place in Milton, Ontario. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the ICDR in accordance with its Canadian Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court in Ontario. The language of the arbitration shall be English. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.