Welcome to BI-LO/Winn-Dixie Enterprise Portal (the "Website"). Use and participation in the Website is contingent upon your acceptance of the following terms and conditions. The terms and conditions set forth below (the "Agreement") govern your use of the Website, and are legally binding on you. If you do not agree with any of the terms and conditions of this Agreement, you will have no right to access or otherwise use the Website. By clicking "I Accept," you agree to be bound by the terms and conditions of this Agreement.

1. Registration and Participation.

1. Eligibility to Participate. This Website is available only to Registered Users who do business with Winn-Dixie, BI-LO, or their affiliates (“BI-LO/Winn-Dixie”). If you do not qualify, you will not be entitled to access or use this Website. After you have submitted your registration information, BI-LO/Winn-Dixie will evaluate the information to determine whether you are eligible to participate. BI-LO/Winn-Dixie reserves the right to deny access to this Website to anyone
2. Rules of Use. Once accepted by BI-LO/Winn-Dixie as set forth in Section 1(a), BI-LO/ Winn-Dixie grants to you the non-exclusive, non-transferable limited license to access, view, and utilize this Website for the sole purpose of reviewing and processing your account information with BI-LO/Winn-Dixie. Any other use of the Website is prohibited except as may be mutually agreed in writing between you and BI-LO/Winn-Dixie.
3. Registration Process.
   1. You agree to provide complete and accurate information when requested, and to update such information as necessary to ensure that your contact information is always accurate. You agree not to send transmissions which attempt to hide or misrepresent your identity. You agree not to interfere with any person’s use and enjoyment of the Website. You acknowledge that you are responsible for the information that you submit to BI-LO/Winn-Dixie, and that BI-LO/Winn-Dixie shall have the right to terminate your account and password, including without limitation your right to access the Website, in the event that you provide any false or misleading information during the registration process.
   2. You agree that you are entirely responsible for maintaining the confidentiality of your password and account information, and you agree to notify BI-LO/ Winn-Dixie if your password is lost, stolen, disclosed to an unauthorized third party, or is otherwise compromised. You agree that you are entirely responsible for any and all activities which occur under your account. You agree to immediately notify BI-LO/Winn-Dixie of any unauthorized use of your account or any other breach of security known to you.
   3. If you are a Registered User Administrator, you agree to be responsible for promptly terminating use of a Registered User for any unauthorized use of a password, or any other breach of security with respect to the site, or when a Registered User to whom a password is assigned leaves the employment of your company.

2. Acceptance of Agreement.

You agree to the terms and conditions outlined in this Agreement with respect to the Website. This Agreement constitutes the entire and only agreement between BI-LO/Winn-Dixie and you with respect to the use of the Website, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Website, the content, goods and services provided by or though the Website, and the subject matter of this Agreement. This Agreement may be amended at any time by us without advance notice to you. The latest Agreement will be posted on the Website, and you should review the Agreement prior to using the Website.

3. Copyright.

The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Website are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Website, except as allowed under "Limited Right to Use" below, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Website. The posting of information or materials on the Website does not constitute a waiver of any right in such information and materials. Copyrights in the documents, materials and software on the Website are owned by BI-LO/Winn-Dixie and/or its affiliates or by other parties where indicated. The images and materials found in the Website are copyrighted or otherwise proprietary and may be downloaded and/or reprinted for your use only.

4. Limited Right to Use.

Your right to use the Website is specific to you, and you agree not to resell or make any use of the Website except as provided in this Agreement. The viewing, printing or downloading of any content, graphic, form or document from the Website grants you only a limited, nonexclusive license for use solely by you for your commercial purposes and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any content, graphic form or document may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your commercial use. You shall not post or transmit through the Website any defamatory, threatening, obscene, harmful, pornographic or other material which would violate or infringe in any way upon the rights of others, or which would give rise to criminal or civil liability and/or violate federal or local law or regulation. You will fully cooperate with any law enforcement authorities or court order requesting or directing you to disclose the identity of anyone posting any such emails or materials. Further, you should not post or transmit through the Website any material which advertises or otherwise solicits funds or is a solicitation of goods or services. You shall not upload, post, or otherwise make available on the Website any material protected by copyright, trademark or other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary interest. You shall not upload, post or transmit through the Website any advertisements, chain letters, pyramid schemes, or spamming of the same message to multiple boards. You agree not to disrupt, modify or interfere with the functioning of the Website or any services provided on or through the Website or with any associated software, hardware or servers in any way and you agree not to impede or interfere with others’ use of the Website. You also agree not to alter or tamper with any information or materials on, or associated with the Website or services provided on or through the Website.

5. Disclaimer of Warranties.

BI-LO/Winn-Dixie does not guarantee or warrant the accuracy, completeness or timeliness of and of the Website content. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE INFORMATION FROM THE WEBSITE IS AT YOUR SOLE RISK. THE CONTENT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BI-LO/WINN-DIXIE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BI-LO/WINN-DIXIE MAKES NO WARRANTY THAT THE CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT ACCESS TO THE WEBSITE AND THE CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES BI-LO/WINN-DIXIE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY CONTENT. YOU UNDERSTAND AND AGREE THAT ANY DOCUMENT AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THIS WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. BI-LO/WINN-DIXIE MAKES NO WARRANTY REGARDING ANY INFORMATION OBTAINED FROM ANY HYPERLINKED THIRD PARTY SITE. NO INFORMATION OBTAINED BY YOU FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

6. Limitation of Liability.

BY USING THE WEBSITE, YOUR ARE AGREEING THAT UNDER NO CIRCUMSTANCE WILL BI-LO/WINN-DIXIE BE RESPONSIBLE FOR ANY INFORMATION CONTAINED IN, DISPLAYED ON OR OMITTED FROM THE WEBSITE; ANY PERSON’S RELIANCE ON ANY SUCH INFORMATION, WHETHER OR NOT THE INFORMATION IS CORRECT, CURRENT OR COMPLETE; THE CONSEQUENCES OF ANY ACTION YOU OR ANY OTHER PERSON TAKES OR FAILS TO TAKE BASED ON INFORMATION PROVIDED BY OR AS A RESULT OF THE USE OF THE WEBSITE. YOU SPECIFICALLY AGREE THAT BI-LO/WINN-DIXIE IS NOT LIABLE FOR ANY CONDUCT BY YOU ASSOCIATED WITH THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ACTIVITIES RELATING TO DATABASES, DIRECTORIES, COMMUNITIES, RESUMES, USER PROFILES, SURVEYS, CHAT ROOMS, MESSAGE BOARDS OR OTHER SERVICES CURRENTLY OFFERED OR THOSE SERVICES THAT WILL BE OFFERED IN THE FUTURE. IN NO EVENT SHALL BI-LO/WINN-DIXIE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE WEBSITE, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE PROPERTY, EVEN IF BI-LO/ WINN-DIXIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT BI-LO/WINN-DIXIE IS FOUND LIABLE, ITS LIABILITY TO YOU OR ANY THIRD PARTIES SHALL BE LIMITED TO $50. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

7. Release and Indemnification.

In consideration for your use of and access to the Website, you agree that in no event will BI-LO/ Winn-Dixie, its affiliated or related entities, its content providers or any other party involved in creating, producing or delivering this Website, be responsible or liable to you in any manner whatsoever (including, but not limited to, persons who may use or rely on such data and materials are furnished) for any loss, damage (whether actual, consequential or punitive), injury, claim, liability, or other cause of any kind or character whatsoever based upon or resulting from any information provided in the Website, or arising from any decision made or action or non-action taken by you or any other person in reliance upon the information provided through the Website, even if you advise BI-LO/Winn-Dixie of the possibility of any claims or damages. You agree to defend, indemnify, and hold harmless BI-LO/Winn-Dixie, its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses, or expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with your access to or use of the Website or a breach of this Agreement.

8. Export Restrictions/Legal Compliance.

You may not access, download, use or export the Website, or the content, software, products, or services provided on the Website in violation of any applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority, and not to directly or indirectly provide or otherwise make available the services and products of BI-LO/Winn-Dixie in violation of any such restrictions, laws, or regulations, or without all necessary approvals. As applicable, you shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to your use of the Website outside of the U.S. Neither the content of the Website nor the underlying information or technology may be downloaded, exported, reexported or otherwise provided or made available, either directly or indirectly, (i) into (or to a national or resident of) Afghanistan [Taliban], Angola, Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, The Federal Republic of Yugoslavia [Serbia and Montenegro] and the Republic of Serbia, or any other country to which the United States has embargoed goods; or (ii) to anyone on the United States Treasury Department’s list of Specially Designated Nations or the United States Commerce Department’s Table of Denial Orders. By agreeing to these Terms of Use, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national resident of any such country or on any such list.

9. Third Party Websites, Content, Products and Services.

The Website may provide links to websites and access to content, products and services from third parties, including users, advertisers, affiliates, and sponsors of the Website. You agree that BI-LO/Winn-Dixie is not responsible for the availability of, and content provided in, third party websites. You should refer to the policies posted by other websites regarding privacy and other topics before you use them. You agree that BI-LO/Winn-Dixie is not responsible for third party content accessible through the Website, including opinions, advice, statements and advertisements, and understand that you bear all risks associated with such content. You agree that BI-LO/Winn-Dixie is not responsible for loss or damage of any sort you may incur from dealing with any third party.

10. Termination of Use.

You agree that BI-LO/Winn-Dixie may, in its sole discretion, at any time terminate your access to the Website and any account(s) you may have in connection with the Website. Failure to abide by any portion of this Agreement shall revoke your privilege to visit the Website.

11. Modifications of Site.

You understand and agree that BI-LO/Winn-Dixie may discontinue or change all or any portion of the Website at any time without notice. Also, you understand and agree that BI-LO/Winn-Dixie may discontinue or restrict User’s use of the Website for any reason without notice.

12. Miscellaneous.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written or oral agreements between the parties with respect to the subject matter hereof. If any term or provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this agreement shall continue to be valid and will be performed, construed, and enforced to the fullest extent permitted by law, and the invalid, illegal or unenforceable term or provision will be amended and limited in accordance with the intent of the parties, as determined from the face of this Agreement, to the extent necessary to permit the maximum enforceability and/or validation of such term or provision. BI-LO/Winn-Dixie’s websites generally are governed by a privacy policy. Some sections of BI-LO/Winn-Dixie’s websites may have additional privacy practices, which are described in detail at those specific websites. This Agreement shall be treated as though it were executed and performed in Jacksonville, Florida, and shall be governed by and construed in accordance with the laws of the United States of America and of the State of Florida (without regard to conflict of law principles). Any cause of action by you with respect to the Website (and/or information, documents and other materials contained therein) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth under "Disclaimer" above. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against you or us. Any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration in Jacksonville, Florida in accordance with the rules and regulations of the American Arbitration Association. You expressly submit to the exclusive personal jurisdiction and venue of the arbitrator in Jacksonville, Florida with respect to all matters relating to this Agreement or your use of the Website, and consent to extra-territorial service of process in connection therewith. To the extent that anything in or associated with the Website is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision.