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Terms and Conditions

  1. INTRODUCTION
    Welcome to HEB's purchasing system. These Terms and Conditions (this Agreement') shall govern all use of this site (collectively, the 'Site') and all access to and use of the information, content and services offered on the Site (collectively, the 'Service').
    You, the individual accepting this Agreement, are referred to as the 'User'. The business, organization, company or other legal entity identified in the registration process and/or on whose behalf User is acting is referred to as the 'Vendor'. All subsequent uses of the word 'you' and 'your' shall mean, jointly and severally, User and Vendor.
    As a condition of HEB's granting you access to the Site, User, on behalf of yourself and on behalf of Vendor, agrees to be legally bound by this Agreement, as it may be amended or supplemented from time to time. User represents and warrants to HEB that User is authorized to bind Vendor to this Agreement.
  2. HEB RESERVES THE RIGHT TO REVISE THIS AGREEMENT
    HEB reserves the right, at any time and from time to time, to update, revise, supplement and modify this Agreement, and to impose new or additional rules, policies, terms and conditions on your use of the Site and Service. Such updates, revisions, supplements, modifications and additional rules, polices, terms and conditions (collectively referred to in this Agreement as 'Additional Terms') shall be effective immediately and incorporated into this Agreement upon notice thereof, which may be given by any reasonable means, including by posting to the Site. Your continued use of the Site and Service following such notice shall be deemed to conclusively indicate your acceptance of any and all such Additional Terms.
  3. HEB MAY REVISE OR TERMINATE ANY PART OF THE SERVICE AT ANY TIME
    HEB reserves the right, at any time and from time to time, to modify or discontinue, temporarily or permanently, the Site and the Service, with or without notice and in its sole discretion. This includes the right to modify, discontinue or remove any content, postings, links, pages, services, or other materials at any time and for any reason. You agree that HEB shall not be liable to you for any modification, general suspension or discontinuance of access to or use of the Site or any Service. HEB may, in its sole discretion, refuse or restrict anyone from access to any or all of the Site and Service at any time, and HEB may, in its sole discretion, terminate the access or any use or registered account with or without prior notice or cause.
  4. ACCEPTABLE USE OF THE SITE AND SERVICE
    1. No Duplication, Publication or other Distribution. You agree that you are only authorized to visit, view and retain a single copy of pages of the Site solely for Vendor's own use, and that you shall not duplicate, download, publish, modify or otherwise distribute any material on the Site for any purpose other than for Vendor's own use unless otherwise specifically authorized by HEB.
    2. You Are Responsible For All of Your Activities and All of The Content You Post. You represent and warrant that any information you post or provide to HEB by means of the Site is truthful, accurate, not misleading and offered in good faith. Any information disclosed to you via the Site may be used only for its intended purpose. HEB expects that you will exercise caution, good sense and proper judgment in using the Site.
    3. Transmission of Data. You understand that the technical processing and transmission of the Posted Data is necessary to your use of the Site. You acknowledge that posting of and online access to the Posted Data on the Site will involve transmission over the Internet, and other networks which are not owned and operated by HEB. You further acknowledge and understand that the Posted Data may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone, or other electronic means. You agree that HEB is not responsible for any Posted Data which is delayed, lost, altered, intercepted or stored without authorization during the transmission of any data whatsoever across networks not owned by HEB, including the Internet. You agree that it is your responsibility to install anti-virus software and related protections against viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computer's functionality or operation which may be transferred to your computer via the Site. HEB excludes all liability in respect of any viruses and other harmful instruments transferred via the Site and any unauthorized access to the Site to the fullest extent permitted by law.
    4. Compliance with Laws. You may use the Site only for lawful purposes. You agree that you shall at all times comply with, all applicable local, state, national, and international laws, statutes, rules, regulations, ordinances and the like applicable to the use of the Site.
    5. Deep Links, Etc. You may not use any 'deep-link', 'page-scrape', 'robot', 'spider' or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site or any materials, content, documents or data, or in any way reproduce or circumvent the navigational structure or presentation of the Site to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. HEB reserves the right to bar any such activity, including via software and other electronic means.
    6. Unauthorized Access. You may not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any HEB server, or to any of the services offered on or through any HEB websites, by hacking, password `mining' or any other illegitimate means.
    7. Security, Cracking and Hacking. You shall not violate or attempt to violate the security of the Site. Accordingly, you shall not: (i) access data or materials not intended for you; (ii) log into a server or account which you are not authorized to access; (iii) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; or (iv) attempt to interfere with service to any user, host or network, including without limitation, via means of submitting a virus to the Site, overloading, 'flooding', 'mailbombing' or 'crashing' the Site. Violations of system or network security may result in civil or criminal liability. HEB reserves the right to investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations. You understand that third parties such as 'hackers' or 'crackers' may access the Site and alter its contents. HEB will not be liable for any damages or loss arising out of or in connection with such unauthorized access.
    8. Other Prohibited Activities. Without limitation of the foregoing, You agree NOT to use the Site for or in connection with any of the following activities:
      1. Spoofing or otherwise impersonating any person or entity, including, without limitation, any other users or any of HEB's personnel, or falsely stating or otherwise misrepresenting your identity or affiliation in any way, or forging any TCP/IP packet header or any part of the header information in any e-mail or other posting;
      2. Any fraudulent or illegal purpose;
      3. Creating, transmitting, storing, publishing or uploading any material that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines which will or are designed, known or likely to delete, damage, destroy, disrupt, modify, surreptitiously intercept or expropriate, or otherwise impair or limit the functionality of the Site, any computer software, hardware, telecommunications equipment or data or data files owned by HEB or any other User of the Site;
      4. Sending, receiving, publishing, posting, distributing, disseminating, encouraging the receipt of, uploading, downloading or using any material which is offensive, abusive, defamatory, indecent, obscene, unlawful, harassing or menacing or a breach of the copyright, trademark, intellectual property, confidence, privacy or any other rights of any person;
      5. Activities that invade another's privacy, cause annoyance, inconvenience or needless anxiety to any person;
      6. Anything that may disrupt or interfere with HEB's network or Service or cause a host or the network to crash;
      7. Granting access to the Site to others who are not authorized Users; and
      8. Circumventing the user authentication or security process of the host or network.
  5. ACCOUNT PASSWORD AND USER ID
    HEB will issue an initial user ID and password to Vendor for Vendor' initial access to the Site. Unless revoked by HEB, Vendor will have authority to issue passwords for each of the Users authorized by Vendor to use the Site on behalf of Vendor. All of the user IDs and passwords referred to in this paragraph are collectively referred to in this Agreement as 'Passwords'. The Passwords are solely for use by Vendor and by Users authorized to act on behalf of Vendor. Under no circumstances will Vendor provide a Password to, or otherwise permit any access by any individual not having authorization to bind Vendor in its use of the Site or by any employee or agent of a competitor of HEB. You are responsible for ensuring that all Passwords remain confidential and secure so that the Site cannot be used by any unauthorized person. You shall keep any and all Passwords secret and secure (including without limitation ensuring that the same are not stored on Vendor' or User' computer systems in plain text) and shall not disclose the same or make the same available to any third party or to the public. Vendor is responsible for the acts and omissions of each and every one its Users. Vendor assumes liability for all activities and charges that occur through use of Vendor' or any of its User' account(s) and/or Password(s), including unauthorized use. If the User or Vendor suspects that the security of any of the Passwords have been breached, User and Vendor must notify HEB immediately in writing. You agree that HEB and its affiliates shall not be responsible for any losses incurred in connection with any misuse of or failure to secure Passwords, nor shall they have any responsibility whatsoever for your failure to comply with this section. HEB retains the right to examine your records of user activity and/or account activity for any accounts registered to you. Vendor must immediately disable access to the Site for any User that is terminated, quits, otherwise ends his or her relationship with Vendor, or for any other reason no longer has authorization to access and use the Site on behalf of Vendor.
    HEB is under no obligation to confirm the actual identity or authority of any individual user of a Password or any other account credentials and has no liability for damages or harm you may incur from misuse. You shall not use Passwords for any purpose connected with the improper use of the Site, including but not limited to accessing or attempting to access parts of the Site or HEB' network for which HEB has not given You authorization. HEB shall not be responsible for any losses arising out of the unauthorized use of Your Passwords and You agree to indemnify and hold harmless HEB for any improper, unauthorized or illegal uses of the same.
  6. TRUE AND ACCURATE INFORMATION
    In consideration of your use of the Site, you agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the Site's registration form (such information being the 'Registration Data') and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or HEB has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, HEB has the right to suspend or terminate your account and refuse any and all current or future use of the Site, or any portion thereof, in addition to any and all other rights and remedies available to HEB under this Agreement, in equity or under applicable law.
  7. NO COMMITMENT TO PURCHASE PRODUCTS
    You acknowledge that neither this Agreement, nor any aspect of the Site or the Service constitute any agreement by HEB to purchase any product or service from Vendor. You agree that HEB may only commit to purchasing products or services pursuant to a separate written agreement or purchase order signed by a vice-president or higher officer of HEB. You are solely responsible for any costs You incur in using the Site.
  8. LICENSE
    Subject to the terms of this Agreement, HEB grants to Vendor a non-exclusive, non-refundable, non-transferable, revocable right to permit Users to access the Site and make use of the Site and the Service solely in the manner specified in any guides and technical specifications notified by HEB to Vendor from time to time and solely for the purpose of submitting data requested by HEB and viewing data posted by HEB for viewing by Vendor from time to time all as it pertains to an existing or prospective business relationship between Vendor and HEB (the 'License'). HEB retains all rights not expressly granted. HEB may revoke the License herein granted at any time. The License automatically terminates upon any termination of this Agreement.
  9. TERM
    This Agreement begins on the date that User electronically accepts this Agreement, as the case may be ('Effective Date'). Both this Agreement and the License will commence on the Effective Date and will continue until this Agreement is terminated in accordance with its terms.
  10. TERMINATION
    1. Termination for Convenience. The Site and Service are provided to Vendor by HEB solely as a convenience to Vendor, and HEB is not obligated to continue to provide the Site and Service to any or all Vendors for any length of time. HEB may terminate this Agreement and/or cease to provide the Service and Site accessibility to any or all Vendors and Users at any time without cause and without prior notice to Vendor or User.
    2. Automatic Termination. This Agreement shall immediately terminate automatically with respect to Vendor and all Users in the event that Vendor ceases to be a vendor to HEB, Vendor fails to accept this Agreement or any changes or modifications to this Agreement made by HEB from time to time. Upon the occurrence of any of the foregoing events, this Agreement shall automatically terminate.
    3. Survival of Rights. Termination shall be without prejudice to the rights of either party that have accrued prior to termination.
    4. Effect of Termination. Upon termination for any reason:
      1. all rights, including the License granted to the Vendor and its Users under this Agreement, shall immediately and automatically cease;
      2. Vendor and its Users shall not access or use or attempt to access or use the Site; and
      3. HEB may, but is not obligated to, delete all data posted to the Site by Vendor and its Users.
  11. DATA BACK-UP
    The Site and Service are provided to Vendor by HEB solely as a convenience to Vendor, and HEB may cease providing the Site and Service to any or all Vendors at any time without prior notice to Vendor. HEB has no obligation to make back-up copies of any data submitted or posted by Vendor or its Users. Vendor is solely responsible for making and retaining copies of all data submitted or posted by Vendor or its Users that Vendor deems necessary.
  12. CONFIDENTIALITY
    1. Confidential Information. You shall maintain the confidentiality of HEB's Confidential Information and shall not, without the prior written consent of HEB, use, disclose, copy or modify HEB's Confidential Information (or permit others to do so) other than as necessary for the performance of your rights and obligations under this Agreement. Nothing contained in this Agreement shall be construed as a grant by HEB of any right or license to you, expressed or implied, in or to any of the Confidential Information of HEB. HEB's Confidential Information shall remain the sole property of HEB.
    2. Notice. You shall give notice to HEB of any unauthorized misuse, disclosure, theft or other loss of HEB's Confidential Information immediately upon becoming aware of the same.
    3. Exclusions. The provisions of this section entitled 'Confidentiality' shall not apply to information which:
      1. is or comes into the public domain through no fault of Vendor or any User or any of Vendor's officers, employees, agents or contractors;
      2. is lawfully received by you from a third party free of any obligation of confidence at the time of its disclosure;
      3. is independently developed by Vendor or its officers, employees, agents or contractors; or
      4. is required by law, by court or governmental order to be disclosed.
    4. Survival. The obligations under this section entitled 'Confidentiality' shall survive the variation, expiry or termination of this Agreement.
    5. Equitable Relief. You acknowledge that the restrictions set forth herein are fair and reasonable and are necessary in order to protect the business of HEB and the confidential nature of HEB's Confidential Information. You further acknowledge that HEB's Confidential Information is unique and valuable to the business of HEB and would not be revealed to you were it not for your willingness to agree to the restrictions set forth herein. You agree that a breach of this Section entitled 'Confidentiality' may cause irreparable harm and result in significant damages to HEB and that the harm and the damages may be difficult to ascertain. Therefore, you agree that in addition to any other remedies HEB may have at law and in equity, HEB may have the right to seek an immediate injunction enjoining any breach of this Section entitled 'Confidentiality'.
  13. TRADEMARK INFORMATION
    HEB service marks, logos and product and service names are marks of HEB (the 'HEB Marks'). You agree not to display or use the HEB Marks in any manner without HEB express prior written permission. This section entitled 'Trademark Information' shall survive the variation, expiry or termination of this Agreement.
  14. WARRANTY DISCLAIMER
    YOU ACCESS AND USE THE SITE AND SERVICE AT YOUR SOLE RISK. THE SITE AND SERVICE ARE PROVIDED 'AS IS'. HEB EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES RELATED TO THE SITE OR THE SERVICE, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR NON-MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, OR SYSTEM INTEGRATION. HEB DOES NOT WARRANT THAT THE SITE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE OR WILL MEET VENDOR¿S REQUIREMENTS. This Section entitled 'Warranty Disclaimer' shall survive the variation, expiry or termination of this Agreement.
  15. LIMITATION OF LIABILITIES
    1. THE SITE AND SERVICE ARE PROVIDED BY HEB SOLELY AS A CONVENIENCE TO VENDOR, AND HEB IS NOT OBLIGATED TO CONTINUE TO PROVIDE THE SITE AND SERVICE FOR ANY LENGTH OF TIME. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT WILL HEB HAVE ANY LIABILITY WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE OR THE SERVICE, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND WHETHER FOR DIRECT, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE. YOU HEREBY FOREVER IRREVOCABLY WAIVE ANY AND ALL CLAIMS AND RIGHTS TO ASSERT CLAIMS, NOW OR HEREAFTER EXISTING, AGAINST HEB PERTAINING TO THE SITE OR THE SERVICE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT HEB SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE USE OF THE SITE OR THE SERVICE, INCLUDING, WITHOUT LIMITATION,
    2. DAMAGES FOR LOSS OF REVENUE, PROFITS, CONTRACTS, GOODWILL, ANTICIPATED SAVINGS OR EARNINGS, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF HEB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
    3. TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS, IN WHOLE OR IN PART, HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF HEB FOR ANY REASON AND UPON ANY CAUSE OF ACTION (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY AND OTHER ACTIONS IN CONTRACT OR TORT) ARISING OUT OF OR IN ANY WAY RELATED TO THE SITE, THE SERVICE OR THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES ACTUALLY INCURRED UP TO TWO HUNDRED FIFTY DOLLARS ($250).
    4. THE LIMITATION OF LIABILITY HEREIN APPLIES TO ALL LIABILITIES IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM YOUR USE OR YOUR INABILITY TO USE THE SITE OR THE SERVICE, OR ANY OTHER MATTER ARISING FROM OR RELATING TO THE SITE OR THE SERVICE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
    5. This Section entitled 'Limitations of Liability' shall survive the variation, expiry or termination of this Agreement.
  16. INDEMNITY
    Vendor shall indemnify and hold harmless HEB from and against all claims, liabilities, proceedings, costs, damages, losses, or expenses, including reasonable attorney's fees, incurred by HEB caused by, or in any way connected with, Vendor's or User's use of the Site or Service, breach of this Agreement or any other negligent or wrongful act of Vendor or any Users, except to the extent that any such damage, loss, liability or expense arises from HEB's breach of this Agreement, gross negligence or willful misconduct. This Section entitled 'Indemnity' shall survive the variation, expiry or termination of this Agreement.
  17. INTELLECTUAL PROPERTY RIGHTS
    1. Ownership of the Service and Site. Unless provided otherwise in this Agreement all Intellectual Property Rights arising in respect of the Service or the Site's design, text, graphics, its selection and arrangement, software, generated HTML pages and all other material on or in the Site (the 'Content') belong to HEB and/or its licensors. Any use of such Intellectual Property Rights or software or any reproduction of the Content is strictly prohibited except where expressly allowed under this Agreement.
    2. Permission to Copy. Permission is hereby granted to You to copy and store electronically and print individual pages of the Content on paper from the Site only for the purpose of making use of the Service. You may also permit Vendor's computer to make an electronically stored, transient copy of the Content for the purpose of viewing it. However, You may only make one copy of the Content. Any other copying or use of the Content, including reproduction for purposes other than that hereby authorized, including the removal of copyright or trade mark notices, the creation of an electronic or manual database by systematically downloading and storing the Content, distribution (whether electronically or not) or republication, by You, is prohibited. For the avoidance of doubt, any permission granted under this Agreement or otherwise does not transfer ownership to You or confer any other right on You in the whole or any part of the Content.
    3. Prohibition. You shall not, whether for a fee or free of charge, use, re-use, transfer, share, link to or frame, distribute or make available information or data accessed or copied using the Service to any third parties other than Users and shall not Use the Service in any manner to provide computer or consultancy or computer bureau services to any third parties or otherwise to rent, lease, loan, resell for profit, redistribute, sub-lease, sub-License or create works based upon the Service or any part of the same.
    4. This Section entitled 'Intellectual Property Rights' shall survive the variation, expiry or termination of this Agreement.
  18. SEVERABILITY
    The invalidity or unenforceability of any term of, or any right arising pursuant to, this Agreement shall not affect the validity or enforceability of the remaining terms or rights.
  19. ASSIGNMENT AND SUBLICENSING
    You may not assign, sub-license, sub-contract, mortgage or otherwise transfer or dispose of this Agreement or any of your rights or obligations under it (including, without limitation, for facilities management or outsourcing purposes) without the prior written consent of HEB.
  20. SURVIVAL
    For the avoidance of doubt, any provisions of this Agreement which are either expressed so as to survive termination of this Agreement, or from their nature and context it is contemplated that they are to survive such termination, shall remain in force and effect notwithstanding such termination.
  21. LAW
    The Site and Service are controlled by HEB from within the State of Texas, USA, although it may be accessed throughout the world. By accessing or using the Site, You and HEB each agree that the substantive laws of the State of Texas, USA will govern with respect to all matters relating to or arising from this Agreement, or the use (or inability to use) the Site or the Service, and that such laws will apply without regard to principles of conflict of laws. You and HEB agree and hereby submit to the exclusive jurisdiction and venue of the appropriate State and Federal courts located in Bexar County, Texas, USA with respect to such matters.
  22. ENTIRE AGREEMENT
    This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between them whether oral or in writing. Notwithstanding the foregoing, the confidentiality obligations under this Agreement are in addition to and do not replace confidentiality provisions in any other agreements executed by the parties. This Agreement may only be amended as described in Section 2, or via a written amendment signed by both parties. The Vendor shall have no remedy in respect of any untrue statement made to it upon which it relied in entering into this Agreement (unless such untrue statement was made knowing that it was untrue) other than any remedy it may have for breach of the express terms.
  23. ORDER OF PRECEDENCE
    This Agreement governs your use and access to the Services. To the extent that any provision of this Agreement, or any supplemental agreement offered as any part of any registration for additional Services on the Site, conflicts with any provision of other agreements between you and HEB or any of its related or affiliated entities, the terms of this agreement, shall, as to the specific subject matter of this agreement, take precedence over the conflicting term(s) of that other Agreement. Accordingly, any terms in agency agreement, or any other agreement between you and HEB, in all cases are and shall remain binding, take precedence, govern and or limit any conflicting terms on the Site, in this Agreement or in any supplemental agreement for registration for additional services on the Site, except as this Agreement pertains to the use of the Services per se.
  24. INDEPENDENT CONTRACTORS
    The relationship of the parties is that of independent contractors dealing at arms¿ length and except as expressly provided in this Agreement nothing in this Agreement shall be construed so as to constitute the parties as partners, joint ventures or co-owners or empower either party to act for, bind or otherwise create or assume any obligation on behalf of the other and neither party shall hold itself out as entitled to do the same. Nothing in this Agreement shall create or be deemed to create the relationship of employer and employee.
  25. COOKIES Like most interactive websites, the Site may use cookies to enable it to retrieve Vendor and User details for each visit. Cookies are used in some areas of the Site to enable the functionality of the area and ease of use for those Vendors and Users visiting. Others help improve the Site by providing insight into how the Site is being used.
  26. NO USE BY MINORS
    The Site is not intended for use by or availability to minors. IF YOU ARE NOT LEGALLY AN ADULT UNDER THE LAW WHERE YOU LIVE OR IF YOU ARE UNDER 18 YEARS OF AGE, YOU MAY NOT ACCESS THE SITE OR USE THE SERVICE. IF SO, PLEASE IMMEDIATELY DISCONTINUE USE OF THE SERVICES AND DO NOT ACCESS THE SITE.
  27. MISCELLANEOUS TERMS
    The failure of HEB to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of this Agreement remain in full force and effect. The section headings used in this Agreement are for convenience only and have no legal or contractual effect.
  28. DEFINITIONS
    Within this Agreement, the following terms shall have the following meanings unless the context indicates otherwise:
    1. 'Business Day' means Monday to Friday excluding public holidays in the United States.
    2. 'Confidential Information' means in relation to either party, information (whether in oral, written or electronic form) belonging or relating to that party, its business affairs or activities which is not in the public domain and which: (i) either party has marked as confidential or proprietary, (ii) either party, orally or in writing has advised the other party is of a confidential nature, or (iii) due to its character or nature, a reasonable person in a like position and under like circumstances would treat as confidential.
    3. 'HEB' means HEB Grocery Company, LP and its affiliated entities.
    4. 'Intellectual Property Rights' means all rights in trademarks and trade names, and all patents, rights in inventions, design rights, copyrights (including but not limited to rights in computer programs), database rights, confidential data, know-how and all other intellectual property rights of any nature whatsoever throughout the world, whether registered or unregistered and including all applications and rights to apply for any of the same.
    5. 'Posted Data' means that data or other content which HEB and from time to time posts to the Site, such as, for example, invoices Vendor has submitted to HEB, invoices HEB has submitted to Vendor, payment history and certain other related information pertaining to the business relationship between HEB and Vendor.