Terms and Conditions of Use

Please read these Terms and Conditions of Use (this “Agreement”) carefully, to ensure you understand each provision. THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE ANY AND ALL DISPUTES between you (“you”) and NPC LLC and its subsidiaries and affiliates (“we,” “NPC”, and/or "Company"). This Agreement applies to and controls Your use of any NPC mobile apps, kiosk apps, computer applications, scripts, browser plugins, applets, and websites (the “Application”).

Conditions of Use and Modifications

To use the Application and agree to this Agreement, you must have reached the age of majority where you live or have obtained the agreement and authorization from your parent or legal guardian to use the Application. By using an Application in any way, you agree and affirm that that (i) you are not located in a country that is subject to a United States or Canadian government embargo, or that has been designated by the United States or Canadian government as a “terrorist supporting” country; and (ii) you are not listed on any United States or Canadian government list of prohibited or restricted parties. Your continued use of the Application affirmatively signifies your acceptance of this binding Agreement between You and Company.

We may update this Agreement from time to time at our sole discretion, without notice, and you agree that it is your responsibility to periodically check this page for any changes. Any modifications or updates to this Agreement shall be effective thirty (30) days following their posting, the date of which shall be noted in the Agreement, and your continued use of the Application shall affirmatively signify your acceptance of any such modifications or updates. If you do not agree with any of the terms or conditions in this Agreement, or as it is modified from time to time, you must stop using the Application.

Third Party Licensors

Some or all of the Application may be provided by a third-party licensor (“Licensor”) who is a third party to this Agreement. While this Agreement is between you and Company, not Licensor, to use the Application, you may also be required to agree to be bound by terms and conditions specified by the Licensor. You represent and warrant to Company that as a condition of using the Application you will abide by any required terms and conditions specified by the Licensor.

In addition to other disclaimers and exclusions contained in this Agreement, Company expressly disclaims to the maximum extent permitted by law: (i) any and all liability related to the Application involving “content,” as defined in the APPLICATION AND CONTENT section herein, which belongs to or is provided by  Licensor; (ii) any and all liability related to maintenance or support with respect to the Application provided by  Licensor; and (iii) any and all lability related to claims with respect to product liability, intellectual property rights, consumer protection, privacy, or failure to conform to any applicable legal or regulatory requirement involving Licensor’s conduct or content.

Third Party Links

Like many other websites, our websites may contain links to websites of third parties not affiliated with us. These links are provided for your convenience only. Third parties (including websites, social media pages and others) may also provide links or host advertisements to Company products.  This Agreement will not apply to these third-party websites and We are not responsible for the privacy practices or the content on any of these other websites, even where these third-party sites indicate a special relationship or "partnership" with us. We do not disclose personal information to any third party sites. The linked or linking sites, however, may collect personal information from you when you visit their site or click links there. To ensure protection of your privacy, always review the privacy policies of the sites you visit when you click on links on our websites.

Application and Content, Copyright

You acknowledge that Content may be made available to you through the Application, including, but not limited to, information, comments, data, software (whether applications, scripts, plug-ins, or applets), photographs, graphics, text, sound, images, and other material (“Content”). All content is owned by Company, Licensor, or another third party. Content is protected by copyright laws, trade-mark laws, other intellectual property laws and treaties, both in Canada, the United States, and world-wide, and all rights therein are reserved by their respective owners. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Content, in whole or in part, except as expressly allowed by this Agreement or applicable law (including, without limitation, U.S. copyright, trademark and patent law). Subject to the terms and conditions of this Agreement, we grant you a non-exclusive, non-transferable, limited right to access, use and display this Site and the materials thereon.   

Your use of the Application does not grant or transfer to you any ownership or other rights in the Application or the Content, and except as expressly provided, nothing herein or within the Application shall be construed as conferring on you or any other person any license under any of Company's, Licensor’s, or any third party’s intellectual property rights. Any rights not expressly granted to you in this Agreement are expressly reserved by the right’s owners. For greater certainty, you agree that you will not take any action that is inconsistent with Company's ownership of any portion or all of the Application and Content, or with Licensor’s, or any third party’s ownership of any portion or all of the Application and Content. You are hereby expressly prohibited from removing any proprietary notice of Company, Licensor, or any third party, from any copy of the Application or Application Content. If you believe your intellectual property was posted to a Company website or application by a user, please see our Privacy Policy for contact information.

Copyright Complaints 

We respect the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied and is accessible on the Websites in a way that constitutes copyright infringement, you may notify us by providing us a written notice that includes the following information:

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.

2. A description of the copyrighted work that you claim has been infringed, including the URL (i.e., Web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.

3. Identification of the URL or other specific location on the Site where the material that you claim is infringing is located.

4. Your address, telephone number and email address.

5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.

6. A statement by you, made under penalty of perjury, that all information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

We have the sole discretion to determine what action, if any, we believe is necessary in response to a complaint of infringement, such as investigation of the complaint or removal of the allegedly infringing material.

This information must be submitted to the following email address: support@nproduce.com

Application Disclaimers

Company provides you with access to the Application on an “as is” and “as available” basis only, and, to the maximum extent permitted by law, excludes all representations, warranties, conditions and other terms. Company does not warrant that the Application or any content will be uninterrupted or error-free, that defects will be corrected or that the Application or the servers hosting the Application will be free of viruses or other harmful components.

The Application may be used to facilitate other services such as the purchase, sale, and delivery of goods, food and beverages to its customers, food quality, nutrition and allergen information, food safety, service of alcohol, payment. Issues with any of these uses, or any other issues, are not covered by this Agreement. This Agreement applies only to the Application; other services such as those listed that may be facilitated by the Application are not subject to this Agreement and Company makes no representation or warranties as to those services. In providing the Application pursuant to this Agreement, Company make no representations or warranties as to the lawfulness or merchantability of the underlying services, which may be subject to other agreements. In this Agreement, Company makes no representations or warranties as to food quality, nutrition and allergen information, food safety, service of alcohol, age verification, ingredient listings or any other issue relating to the services facilitated by the Application.

Your Account and Security

The Application, or certain features and/or portions of the Application may utilize a user account that is password-protected and may require you to complete a registration process in order to obtain access and create your user account. When registering to use any such features and/or portions of the Application, you agree: (i) that you will provide complete and accurate information about yourself; and (ii) to update such information if it changes. We shall have the right, in our sole and absolute discretion, to disable your username and/or password and prevent you from using the Application, or any features or portions of the Application if we believe that the information you have provided is incomplete, inaccurate.

You agree to be responsible for: (a) the accuracy of all information that you provide to us; (b) maintaining the confidentiality and security of any passwords or other account identifiers that you choose or that are otherwise assigned to you; and (c) all activities that occur under such password(s) or account(s). It is your responsibility to keep your username and any password that you register or that is provided to you confidential and secure. If your username or password is used without your consent or that you discover any other breach of security, you agree to promptly notify us and any applicable Licensor. We are not responsible for your failure to comply with this clause, or for any delay in shutting down your account after you have reported a breach of security to us.

Rewards Programs

The Application may offer participation in a Rewards Program (“Program”). By downloading the Application and creating your account, you agree to be enrolled in any applicable Rewards Program offered through the Application. Any such Program may allow you to earn points (“Points”) based on the value of your purchases at participating Company locations. Membership in the Program, if applicable, is free and no purchase is necessary to join. Further details on the Program are available on the Application, if applicable.

Orders and Payment

Any orders made through this Application may be subject to additional conditions, if any, outlined in the Application relating to the purchase in question in addition to the terms of this Agreement.

Pricing and other terms and conditions relating to a purchase may be changed at any time without notice. Prices may differ from those for purchases made through other channels. We reserve the right to change the prices offered through the Application at any time. You have a legal obligation to pay for any Orders that appear to be made by you or through your account. By completing a purchase transaction (“Order”) through the Application, you are agreeing to pay, in full, the prices and all applicable taxes and specified fees in relation to your Order, either by credit card or other permitted payment method as we may make available through the Application. Payments are processed by third-party service providers. We reserve the right to change the permitted methods of payment, including without limitation, the credit cards accepted, at any time. If complete payment for your Order is not received and verified by us, your Order will not be processed. If you do not complete or improperly complete your Order, it may not be accepted or acknowledged.  We reserve the right to verify the validity of all Orders and cancel any Order if we find any evidence of fraud, tampering and/or any other violation of this agreement.

Limited License

Subject to the terms and conditions in this Agreement, Company hereby grants you a limited, non-exclusive, royalty-free, non-transferable, and revocable license to make personal and non-commercial use of the Application and its Application Content on a mobile Device, kiosk or other computer in executable, object code format only. For greater certainty, this limited license only allows you to use the Application for your own personal and non-commercial use. This limited license does not include any rights not specifically enumerated herein. You agree not to take or permit any action with respect to the Application that is not expressly authorized under this license.

The Application is provided for access and use only by persons located in the United States and Canada. You acknowledge that you will not attempt to use the Application or access any services through the Application outside of the United States or Canada.

You agree as a condition of using the Application, that you will not yourself, or cause any others to do any of the following:

a. use, copy, modify, download, or transfer the Application or any component of the Application (including, without limitation, the Application Content), in whole or in part, except as expressly provided in this Agreement;

   (i) reverse engineer, disassemble, decompile, or translate the Application; (ii) attempt to derive the source code of the Application;

   (iii) create any derivative work from the Application; and/or (iv) authorize or assist any third party to do any of the foregoing;

b. use the for any commercial purpose of your own or to benefit another, including rent, lease, loan, resell for profit, or distribute the Application, or any part thereof;

c. remove or alter any proprietary notice or legend regarding Company's, or any third party’s, proprietary rights in the Application;

d. use the Application except in accordance with applicable laws and regulations; and/or

e. use the Application: 

   (i) to defraud any third party; 

   (ii) to distribute obscene or other unlawful materials or information; and/or 

   (iii) to disseminate or encourage conduct that could constitute a criminal offense or give rise to civil liability.

User Generated Content

The Application may allow users of the Application to post, contribute, or upload their own content, which may include images, video, audio, or text content (“User Generated Content”), subject to the Privacy Policy.  You may only post User Generated Content that you created or which the owner of the content has given you permission to post. You may not post or distribute User Generated Content that is illegal or that violates this Agreement. By posting or distributing User Generated Content to the Application, you represent and warrant that (a) you own all the rights to the User Generated Content or are authorized to use and distribute the User Generated Content to these Social Sites and grant the license rights and waivers granted to us under this Agreement and (b) the User Generated Content does not and will not infringe any copyright, right of publicity or any other third-party right nor violate any applicable law or regulation.

By submitting or posting User Generated Content to the Application, and in exchange for the use of the Application, you grant to Company, its affiliates, subsidiaries, assigns, agents, and licensees the irrevocable, perpetual, worldwide royalty-free right to reproduce, display, perform, distribute, modify, create derivative works of, adapt, and promote any posted User Generated Content in any medium. We own all right, title, and interest in any compilation, collective work, or other derivative work, whether created by us, using or incorporating User Generated Content. To the extent included in your content, you hereby consent to the use of your name and any other names, trade names, trademarks and service marks, likenesses, performances, voices and identities (and/or that of any minor who you are responsible for) for any and all purposes in connection with our exercise of the license rights granted herein.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION AND APPLICATION CONTENT (INCLUDING, WITHOUT LIMITATION, ANY INFORMATION) IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE APPLICATION AND APPLICATION CONTENT RESIDES WITH YOU. COMPANY EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, NON- INTERFERENCE AND/OR QUIET ENJOYMENT, SYSTEM INTEGRATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND DATA ACCURACY. APPLE HAS NO WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE APPLICATION.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT: (I) THE APPLICATION WILL BE COMPATIBLE WITH YOUR DEVICE AND SOFTWARE; (II) THE APPLICATION WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR ERROR; (III) THE USE OF THE APPLICATION, INCLUDING, WITHOUT LIMITATION, THE BROWSING AND DOWNLOADING OF ANY INFORMATION, WILL BE FREE OF ANY VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE, INTRUSIVE OR DISRUPTIVE COMPONENTS; (IV) THE TRANSMISSION OF INFORMATION TO AND FROM THE APPLICATION WILL BE SECURE; (V) THE USE OF THE APPLICATION WILL NOT INFRINGE THE RIGHTS (INCLUDING, WITHOUT LIMITATION, INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON; OR (VI) THE USE OF THE APPLICATION WILL NOT CAUSE ANY DAMAGE TO YOUR DEVICE, SOFTWARE OR ELECTRONIC FILES.

ANY AND ALL INFORMATION CONTAINED ON OR WITHIN THE APPLICATION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED TO PROVIDE SPECIFIC ADVICE AND SHOULD NOT BE RELIED UPON IN THAT OR ANY OTHER REGARD.

ANY APPLICATION IS OFFERED IN JURISDICTIONS WHERE IT MAY BE LEGALLY OFFERED. THE APPLICATION AND THE INFORMATION OFFERED THROUGH IT IS NOT OFFERED TO ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER CANNOT LEGALLY BE MADE, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER.

COMPANY WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES WHATSOEVER ARISING FROM, CONNECTED WITH, OR RELATING TO THE APPLICATION OR APPLICATION CONTENT. YOU EXPRESSLY ACKNOWLEDGE THAT COMPANY HAS ENTERED INTO THIS AGREEMENT WITH YOU AND MAKES THE APPLICATION AVAILABLE TO YOU IN RELIANCE UPON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY. YOU EXPRESSLY AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND THE DISCLAIMERS SET FORTH HEREIN WILL SURVIVE AND CONTINUE TO APPLY IN THE CASE OF THE FAILURE OF ESSENTIAL PURPOSE OF CONTRACT, THE FAILURE OF ANY EXCLUSIVE REMEDY, OR TERMINATION OF THIS AGREEMENT.

Indemnification

At our request, you agree to defend, indemnify, and hold harmless Company, its parent and other affiliated companies, and their employees, contractors, officers, and directors, and Licensors from any and all claims, suits, damages, costs, lawsuits, fines, penalties, liabilities, expenses (including legal fees and disbursements on a solicitor-client basis) that arise from the your use or misuse of the Application (including mobile purchases or payments), violation of these Terms, or violation of any rights of a third party. Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the you, in which event you will cooperate in asserting any available defenses.

Privacy

This Agreement is subject to, and incorporates by reference, the Privacy Policy (“Privacy Policy”).   Please read the Privacy Policy carefully to understand how Company collects, uses and discloses information, including personally identifiable information. We may revise and update the Privacy Policy from time to time in our sole discretion. All changes are effective immediately when we post them and apply to our collection, use and disclosure of information thereafter. You acknowledged and agree that is it your responsibility to review the Privacy Policy when accessing or using the Application so that you are aware of any changes.

Governing Law

This Agreement is governed by and construed in accordance with the internal laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of North Carolina in each case located in the City of Charlotte and Mecklenburg County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Mandatory Arbitration

Most customer service issues can be resolved quickly and easily by calling or emailing our customer service teams. UNDER THIS AGREEMENT YOU AGREE TO THE MANDATORY ARBITRATION OF DISPUTES REQUIRING THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. THIS PROVISION REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM THE COMPANY. Any controversy, dispute, or claim arising out of or relating to this Agreement shall be settled by binding arbitration by the American Arbitration Association (“AAA”) in accordance with the AAA’s Commercial Arbitration Rules.   In the event that our customer service team is not able to resolve your issue, but before you file a claim with the AAA, you must submit a Notice of Intent to File a Claim to the following address:

    NPC LLC

    700 Central Expy South, Suite 110

    Allen, TX 75013

Once received, you agree to provide us with sixty (60) days to attempt to resolve your issue, subject to a good faith effort on both our part and yours to reach such a resolution. If, after 60 days no such resolution has been reached, you may file an individual claim for arbitration with the American Arbitration Association. At no time may your claim for arbitration be filed as part of a class or representing the interests or claims of more than one individual.

For claims for arbitration for amounts less than $10,000, you may request that the Arbitration be performed subject to the AAA Documents-Only Procedure described in R-29 of the AAA Consumer Rules. Any Arbitration conducted in person shall be conducted in Charlotte, North Carolina before an arbitrator who is an attorney licensed in North Carolina. If the parties cannot agree upon an arbitrator, the AAA shall appoint the arbitrator according to AAA's selection procedures. Judgment upon any award of the arbitrator may be entered in any court having jurisdiction thereof (such judgment to include an award of reasonable attorneys’ fees and expenses, including the expense of arbitration, to the prevailing party). Notwithstanding the foregoing, any party to this Agreement may seek any appropriate equitable relief, including injunction, to which it may be entitled.

Company reserves the right, but not obligation, and at its sole determination to consolidate claims for arbitration where:

- The claims for which arbitration is sought are substantially similar in nature based on the parties involved, the date, time or product at issue, and the nature of any claimed injury or damages;

- The claims are filed within a six-month period of time;  

- And/or the claims are filed by a small number of law firms or attorneys.

Termination

If you breach any provision of this Agreement you may no longer use the Application. We may, in our sole discretion, change, suspend or terminate, temporarily or permanently, the Application or any part thereof or any of its features at any time, for any reason, without any notice or liability to you or any other entity. If this Agreement or your permission to use the Application is terminated by us for any reason, the agreement formed by your acceptance of this Agreement will nevertheless continue to apply and be binding upon you in respect of your prior use of the Application and anything relating to or arising from such use. If you are dissatisfied with the Application, then your sole and exclusive remedy is to discontinue using the Application.

Severability and Entire Agreement

If any provision of this Agreement by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

This Agreement constitutes the whole Agreement between you and Company related to the matters discussed herein, and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between you and Company relating to the subject matter of any contract.