Terms & Conditions for membership in Jetro Cash & Carry and Restaurant Depot (“Terms”)
IMPORTANT: THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND WAIVER OF CLASS ACTIONS AND COLLECTIVE RELIEF IN PARAGRAPH 9 BELOW, IN WHICH YOU AGREE THAT ALL DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS THROUGH BINDING ARBITRATION. IN ARBITRATION THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.
1. Definitions: “You” and “Your” refer to the business/organization listed in the Membership Enrollment Form (or any supplemental form), the person(s) who signed the form(s), as well as anyone authorized or permitted by the business/organization to use the membership. “Jetro” “Us” “We” and “Our” means Jetro Holdings, LLC and all of its divisions and affiliates, including Jetro Cash & Carry, Restaurant Depot, TheRDStore.com and any of their predecessors, successors, assigns, parents, subsidiaries, and corporate affiliates, and each of their respective officers, directors, employees and agents.
3. Qualifications for membership. Membership is available to qualifying owners or operators of food businesses and non-profit organizations. Membership is free, but to qualify, You must apply for membership and provide a valid reseller’s permit and tax-exempt certificate and proof that You are authorized to purchase for said business or organization. You also agree to comply with these Terms. After Your membership is confirmed, You will receive an account number and membership card. If You wish to purchase beer, wine or spirits, You will also need to present the appropriate seller’s permit, business license, or the like. We reserve the right to deny membership (a) if You do not qualify under these Terms, (b) if You fail to provide the information required by these Terms or if such information is invalid, (c) for convenience, or (d) for any other lawful reason.
4. Use of membership. If You purchase with a membership card, You agree to use Your membership only for purchases relating to the operation of Your business or non-profit organization. Your membership is not transferable to any other business, organization, or individual.
5. Responsibility for account. You are responsible for any unauthorized use of Your membership card or Your account information that results from Your failure to safeguard such information or from any other cause attributable to You. If you lose Your membership card or suspect Your card or account information is being misused, You must immediately notify Us at Jetro Cash & Carry Enterprises, LLC, 1710 Whitestone Expressway, Whitestone, NY 11357, (718) 762-8700 or [email protected].
6. Termination. You or We may terminate Your membership at any time for convenience or any lawful reason by sending notice of termination in writing to: (a) Jetro Cash & Carry Enterprises, LLC, 1710 Whitestone Expressway, Whitestone, NY 11357, (718) 762-8700 or [email protected] if You decide to terminate Your membership, or (b) the street address and/or email address We have on file for You if We decide to terminate Your membership. We also may terminate Your membership in our discretion if it has not been used for a period of eighteen (18) months.
7. Contact information. You must notify Us in writing at Jetro Cash & Carry Enterprises, LLC, 1710 Whitestone Expressway, Whitestone, NY 11357 or [email protected] of any changes in address, phone/fax number, or email address (collectively, “contact information”). We are entitled to rely on the contact information You previously provided until You provide Us with notice of any changes.
8. LIMITATION OF LIABILITY. YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR: (1) ANY DAMAGES CAUSED TO VEHICLES OR OTHER PROPERTY CAUSED BY CARTS UNLESS SUCH DAMAGE IS THE RESULT OF INTENTIONAL MISCONDUCT, RECKLESSNESS, OR GROSS NEGLIGENCE BY US; OR (2) ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR BUSINESS OPPORTUNITIES), ARISING OUT OF OR RELATED TO YOUR MEMBERSHIP, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, AND REGARDLESS OF WHETHER WE WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. THESE LIMITATIONS AND WAIVERS SHALL APPLY TO ALL CLAIMS AND ALL THEORIES OF LIABILITY AND SHALL SURVIVE THE TERMINATION OF THIS MEMBERSHIP AGREEMENT.
9. BINDING ARBITRATION / WAIVER OF CLASS ACTIONS AND COLLECTIVE RELIEF / OPT-OUT RIGHT.
(a) Purpose. You and We agree that any Dispute involving You and Us shall be resolved on an individual basis through binding arbitration. By agreeing to binding arbitration, You are waiving Your right to pursue Your claims in a court of law.
(b) Definitions. “Dispute” means any claim or controversy related to Us or Our relationship with You, including but not limited to any and all: (1) claims for relief and theories of liability, whether based in contract, tort, fraud, negligence, statute, regulation, ordinance, or otherwise; (2) claims that arose before this or any prior agreement; (3) claims that arise after the termination or cancellation of Your membership; and (4) claims that are the subject of purported class action litigation.
(c) Exclusions. Notwithstanding the foregoing, disputes relating to the scope, validity, or enforceability of this Arbitration Clause will not be subject to arbitration.
(d) Initiation of Arbitration. The party initiating an arbitration proceeding under this arbitration clause shall do so by opening a case with the American Arbitration Association (“AAA”) by visiting its website (www.adr.org) or calling its toll-free number (1-800-778-7879). You may deliver any required or desired notice to Us by mail to Jetro Cash & Carry Enterprises, LLC, 1710 Whitestone Expressway, Whitestone, NY 11357.
(e) Arbitration Procedures. This Arbitration Clause shall be governed by the Federal Arbitration Act. Arbitrations shall be administered by the AAA pursuant to its Consumer Arbitration Rules (the “AAA Rules”) in effect when the arbitration is initiated as modified by the version of this Arbitration Clause that is in effect when the arbitration is initiated. You can obtain the AAA Rules from the AAA by visiting its website (www.adr.org) or calling its toll-free number (1-800-778-7879). If there is a conflict between this Arbitration Clause and the rest of the Terms, this Arbitration Clause shall control. If there is a conflict between this Arbitration Clause and the AAA rules, this Arbitration Clause shall control. If the AAA will not administer a proceeding under this Arbitration Clause as written, the parties shall agree on a substitute arbitration organization. If the parties cannot agree, the parties shall mutually petition a court of appropriate jurisdiction to appoint an arbitration organization that will administer a proceeding under this Arbitration Clause as written applying the AAA Consumer Arbitration Rules. A single arbitrator will resolve the Dispute. Unless You and We agree otherwise, any arbitration hearing will take place at a location convenient to You. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer information and other confidential or proprietary information. The arbitrator shall issue a reasoned written award that explains the arbitrator’s essential findings and conclusions. The arbitrator’s award may be entered in any court having jurisdiction over the parties only if necessary for purposes of enforcing the arbitrator’s award. An arbitrator’s award that has been fully satisfied shall not be entered in any court.
(f) WAIVER OF CLASS ACTIONS AND COLLECTIVE RELIEF. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER MEMBERS, OR OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT AWARD RELIEF FOR OR AGAINST ANYONE WHO IS NOT A PARTY. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THIS WAIVER OF CLASS ACTIONS AND COLLECTIVE RELIEF IS AN ESSENTIAL PART OF THIS ARBITRATION CLAUSE AND CANNOT BE SEVERED FROM IT. THE REMAINING PORTIONS OF THIS ARBITRATION CLAUSE ARE NOT ESSENTIAL PARTS OF THIS ARBITRATION CLAUSE AND CAN BE SEVERED FROM IT BY A COURT OF COMPETENT JURISDICTION.
(g) Arbitral Fees and Costs. If Your claim seeks more than $75,000 in the aggregate, the payment of the AAA’s fees and costs will be governed by the AAA Rules. If Your claims seek less than $75,000 in the aggregate, the payment of the AAA’s fees and costs will be Our responsibility. However, if the arbitrator finds that Your Dispute was frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), the payment of the AAA’s fees and costs shall be governed by the AAA Rules and You shall reimburse Us for all fees and costs that were Your obligation to pay under the AAA Rules. You may hire an attorney to represent you in arbitration. You are responsible for Your attorneys’ fees and additional costs and may only recover Your attorneys’ fees and costs in the arbitration to the extent that you could in court if the dispute is decided in Your favor. Notwithstanding anything in this arbitration clause to the contrary, We will pay all fees and costs that we are required by law to pay.
(h) Opt-out Right. You may opt out of this Arbitration Clause no later than 30 days after Your first receipt of actual or constructive notice of these Terms by sending Us an email to [email protected] with the subject line “arbitration opt out.” Your decision to opt out of arbitration will not adversely affect Your membership.
(i) Survival. This Arbitration Clause shall survive the termination of Your membership.
10. WAIVER OF TRIAL BY JURY. YOU AND WE WAIVE THE RIGHT TO A TRIAL BY JURY FOR ANY DISPUTES BETWEEN YOU AND US.
11. Insurance and Indemnity.
(a) To the fullest extent permitted by law, You agree to defend, indemnify and hold Us harmless from any and all claims, suits, proceedings, damages, liabilities, including attorneys' fees, costs, court costs, expenses and disbursements related to any alleged death, bodily injuries, property damage (including loss of use thereof) or other harm or damage arising in any way out of Your negligent or reckless acts or omissions or Your intentional misconduct associated in any way with Your membership. You shall have no obligation to defend or indemnify Us for Our negligent or reckless acts or omissions, or Our intentional misconduct.
(b) You further agree that use of Your membership constitutes a binding contract to provide Us with Additional Insured status under Your Commercial General Liability Insurance policy and Your Umbrella or Excess Liability Insurance policy on a primary/non-contributory basis, subject to the conditions of any “blanket” endorsement or similar requirement contained in any of the insurance policies, and provided that this Additional Insured status comes at no additional cost to You. You further agree to provide a waiver of subrogation in favor of Us with respect to such insurance.
12. Miscellaneous. Except as specifically provided herein, if for any reason a court of competent jurisdiction finds any provision or portion of the Terms to be invalid or unenforceable, that provision will be regarded as omitted from the Terms and the remaining terms shall remain in full force and effect. These Terms, along with any amendments and Your membership application comprise the entire agreement between You and Us, and supersede all prior negotiations, agreements or representations, whether written or oral. These Terms may not be changed orally.