1. TERM AND TERMINATION. Eligible business customers of Sysco Corporation or any of its subsidiaries, divisions, and affiliates (collectively, "Sysco") will be eligible for certain Sysco benefits ("Sysco Benefits") based on purchase activity each month. The Program is on-going; however, upon provision of thirty (30) days’ notice, Sysco may terminate the Program. Customer may terminate its participation in the Program at any time. Cancellation will take effect at the end of the month. Upon termination of the Program or Customer’s participation in the Program, any accrued and unused Sysco Benefits will end and/or expire, and no additional Sysco Benefits will be earned.
2. ELIGIBILITY. The Program is open only to non-contract business customers of Sysco located in the 50 United States (excluding U.S. territories) that are in good standing (as determined by Sysco in its sole discretion) and are invited by Sysco in its sole discretion (each such business customer being referred to herein as a "Customer"). An invitation is valid only for the Customer that received it directly from Sysco and is NOT transferable; any such attempted transfer voids invitation and constitutes a violation of Sysco's legal rights and constitutes tampering as discussed in Section 7 below. IT IS THE INVITED CUSTOMER'S SOLE RESPONSIBILITY TO CONFIRM THAT PARTICIPATION IN THE PROGRAM IS IN COMPLIANCE WITH APPLICABLE COMPANY POLICIES.
4. EARNING SYSCO BENEFITS. Newly enrolled Customer who register for the Program will receive Sysco Benefits at no cost for the first six full months (the “Trial Period”). In order to receive Sysco Benefits at no cost after the Trial Period, registered Customers must have maintained Forty Five Thousand Dollars ($45,000), during the 6-month Trial Period, in sales revenue from a Sysco broadline operating company. After 6 months, Customer’s purchases will be reevaluated once every 6-months using the purchasing threshold of $45,000 (“Purchasing Threshold”) to determine if Customer will continue to receive Sysco Benefits at no cost. If a registered Customer does not maintain the Purchasing Threshold, the registered Customer may pay a membership fee of $149, per location enrolled in the Program, to continue receiving the Sysco Benefits. At the discretion of Sysco, a Customer may receive Sysco Benefits at no cost without meeting the Purchasing Threshold. Sysco's broadline operating companies are full-line foodservice distributors which distribute a range of different food products; Sysco Benefits will NOT be earned from any purchases from Sysco entities that are NOT broadline operating companies - that is, Sysco companies which primarily distribute a specific, specialized product line (such as companies that primarily distribute meat or produce). In case of doubt as to whether (or not) a company is a Sysco broadline company, consult with your Sysco sales consultant. Failure of Customer to effect payment in full for qualifying product purchase will result in Sysco Benefits NOT being issued to/accrued by Customer.
5. SYSCO BENEFITS AND REDEMPTION. Sysco Benefits consist of four benefit categories: (i) monthly promotional credit towards purchases of Sysco products, (ii) monthly opportunities to win surprise and delight gifts, (iii) access to marketing services and dedicated white glove support, and (iv) flexible deliveries up to six days (one per day) per week with no order minimums. Sysco reserves the right to change and/or modify the benefit categories and/or their content at its sole discretion upon notice to Registered Customer. Sysco Benefits must be utilized and/or redeemed within thirty (30) days of receipt unless otherwise stated when the Sysco Benefit is issued.
6. PROMOTIONS AND GIVEAWAYS. Sysco Benefits may include gifts received as part of promotions and giveaways (a “Promotion”). The odds of receiving specific gifts during a Promotion may be dependent on the number of Customers participating in the Program or in the category for which the Promotion is being run. Receipt and acceptance of an electronic device (e.g., phone, tablet, iPad, etc.) as part of any Promotion constitutes Customer’s consent to allow Sysco to preload apps onto the electronic device and automatically push content, including Sysco marketing materials, to the device. Information on what (if any) information Sysco collects and/or utilizes can be found at https://sysco.com/Privacy-Policy.html. By participating in the Promotion, Customer agrees to release, discharge and hold Sysco harmless from and against any and all claims, liability, costs, losses, damages or injuries of any kind arising out of or related to Customer’s participation in the Promotion and/or related to any prize. Customer is solely responsible for all federal, state and/or local taxes, and for any other fees or costs associated with the Sysco Benefits they receive, regardless of whether they, in whole or in part, are used.
7. PROGRAM CONDITIONS. By participating in the Program Customer agrees to abide by and be bound by these Program Terms.
CUSTOMERS ARE ADVISED TO MAINTAIN THEIR OWN RECORDS AS TO PARTICIPATION AND ACCUMULATION OF SYSCO BENEFITS IN THE PROGRAM. IT IS CUSTOMER'S SOLE RESPONSIBILITY TO KEEP TRACK OF SYSCO BENEFITS RECEIVED BY PARTICIPATING IN THE PROGRAM.
Sysco is not responsible for (i) any incomplete, incorrect or inaccurate online registration or other Program-related information/materials, whether caused by tampering, hacking, equipment malfunction/failure or other cause; or (ii) any error, omission, interruption, deletion, defect, delay in operation or transmission of registration forms, theft or destruction or unauthorized access to, or alteration of, registration forms, Sysco Benefits or other Program-related information/materials.
Sysco reserves the right, at its sole discretion, to disqualify any Customer if it finds, in its sole discretion, Customer or any other person who is acting for or on behalf of Customer is tampering (or attempting to tamper) with the operation of the Program or to be acting in violation of these Program Terms. The preceding in no way precludes Sysco from taking other actions against such individuals so as to protect its legal rights; without limiting the foregoing, such actions may adversely affect the applicable Customer's business relationship with Sysco and perhaps result in Sysco pursuing legal action against such Customer. Sysco's failure to enforce any provision of these Program Terms does not constitute the waiver of such provision. By participating, Customer indemnifies, releases and agrees to hold harmless Sysco and its directors, officers, agents, representatives, shareholders, employees, successors and assigns from any and all liability arising from participating in the Program, any Program-related activity and/or acceptance, receipt, possession or use/misuse of any Sysco Benefits. Sysco makes no warranty, representation or guarantee of any kind with regard to award items; this includes but is not limited to the warranty of merchantability or fitness for the intended purpose.
8. FORCE MAJEURE. If, for any reason, the Program (or any part thereof) is not capable of running as planned by reason of computer virus, bug, system malfunction, tampering, unauthorized intervention, fraud, technical failures, fire, flood, storm or other natural cataclysm, riot, strike, civil commotion, governmental regulation or any other causes which, in Sysco's sole opinion, corrupt or affect the administration, security, fairness, integrity or proper conduct of the Program (or any part thereof), Sysco reserves the right at its sole discretion (subject to applicable law) to cancel, terminate, modify or suspend the Program or any element of the Program, and conduct the Program in a manner which is fair, equitable and in accordance with these Program Terms, as determined by Sysco in its sole discretion. Sysco will provide notice to registered Customers of such actions.
9. CONFIDENTIALITY. Customer agrees to keep all information relating to this Program (including without limitation, the Program Terms and the fact that this Program exists) strictly confidential and to use such information solely in conjunction with Customer's participation in the Program in accordance with these Program Terms, and further agrees not to disclose the same to any third party (excluding only Customer's attorney, accountant or like professional whose function is subject to a legal obligation of confidentiality). Sysco reserves the right, at its sole discretion, to disqualify any Customer if it finds, in its sole discretion, Customer or any other person who is acting for or on behalf of Customer to have violated this confidentiality provision. The preceding in no way precludes Sysco from taking other actions against such individuals so as to protect its legal rights; without limiting the foregoing, such actions may adversely affect the applicable Customer's business relationship with Sysco and perhaps result in Sysco pursuing legal action against such Customer.
10. DISPUTE RESOLUTION/GOVERNING LAW. To the fullest extent permitted by law, by participating in the Program, Customer agrees that: (i) any action at law or in equity arising out of or relating to these Program Terms or the Program shall be filed exclusively in the U.S. federal or state courts of Harris County, Texas (USA) and Customer hereby consents and submits to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action; (ii) any such action shall be resolved individually, NOT as part of a class action; (iii) any claims/judgments/awards shall be limited to actual out-of-pocket costs incurred, with all other forms of damages, remedies and relief being expressly waived, and under no circumstances will Customer be awarded attorneys' fees. These Program Terms and the Program shall be governed by the internal, substantive laws of the U.S. State of Texas without regard to the choice of law/conflict of law principles of Texas or any other jurisdiction.
Should this or any other section of these Terms be deemed by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be stricken and replaced with a substitute provision which is valid and enforceable and most closely approximates the original intent of Sysco. The invalidity/unenforceability of one provision shall not affect any other provision of these Terms.