CUSTOMER AGREEMENT
Welcome to MPG. PLEASE READ THE FOLLOWING TERMS OF USE AND DISCLAIMER CAREFULLY BEFORE USING THIS WEB SITE (“Site”). This Agreement (the “Agreement”) is an agreement between you and MPG, LLC (“MPG”) that states the terms and conditions under which you may use the Site and receive the MPG service, which includes processing and delivery of product orders (the MPG Service). Note that special terms for MPG service corporate depot and for MPG Corporate Services customers are contained at the end of this Agreement, and, where applicable, those terms supplement or, to the degree that they are inconsistent, supersede these terms. Your use of the MPG service and the Site constitutes your agreement to the terms and conditions set forth below. If you do not agree with all of the terms and conditions, do not use the Site or the MPG Service.
If you have any questions about this Agreement or the Site please access our Customer Agreement Frequently Asked Questions in the “Help” section of the Site or call our Customer Service team or e-mail us.

MPG Satisfaction Guarantee
All of our products and services are backed by a l00% customer satisfaction guarantee. If you are dissatisfied for any reason, we want to make it right. Just call us at our number or contact us via e-mail at service@mpg.com or log on and use our Customer Inquiry e-mail. You have up to two days after delivery, or until the expiration date printed on the product – whichever is earlier – to return perishable products. MPG may require the return of the product with which you are dissatisfied before we substitute an acceptable item or issue a credit voucher.

MPG Service
Ordering through the Site. Orders must be received before posted cutoff times for next day delivery (See Delivery of Products below for details).
You can place your order anytime, up to one week before your delivery date. To view delivery and cutoff times visit the Delivery Info section of the site. You may cancel orders via the “Your Account” section of the Site or by contacting our Customer Service Department during posted hours. Please see the Contact Us section of the site for Customer Service hours. Cancellation of orders after the required cutoff time will result in a restocking fee equal to the sum of (A) 1OO% of the total dollar amount of your perishable items (since our perishable items are custom-ordered and guaranteed fresh) plus (B) 25% of the total dollar amount of your nonperishable items.

Price and Availability. At MPG, we believe in offering our customers the best product at the best price. We receive fresh products every day to assure you the highest quality. Although our goal is to fulfill l00% of each order, given the perishable nature of our products, from time to time products may be unavailable due to market conditions beyond our control or to quality that is below our standard. We reserve the right to limit your order or the quantity of a particular product that you may order. If we are unable to fulfill your entire order we will make every reasonable effort to contact you prior to delivery. Once you complete checkout, your price, or price per pound/ounce where applicable, is guaranteed unless you placed an order for an item where we have inadvertently listed the incorrect price. In those circumstances, we reserve the right to cancel undelivered orders for such incorrectly priced products; we will contact you immediately in such circumstances, and, of course, your credit card or checking account will not be charged.

Because we custom, select, and order your perishables, the per item price you see in your shopping cart for items we price by the pound/ounce is based on an estimated weight.

License and Proprietary Rights
Copyright and Ownership. All Site content, design, text, graphics, and interfaces; the collection, selection, and arrangement thereof; and all software are the property of, or duly licensed to, MPG. Consent is granted to view, electronically copy, and print in hard copy portions of this Site for the sole purpose of placing an order with MPG for your use. Any other use of materials on this Site, including modification, distribution, or reproduction for purposes other than those noted above, without the prior written permission of MPG is strictly prohibited. You acknowledge that MPG and/or third-party content providers remain the owners of such material and that you do not acquire any of those ownership rights by downloading copyrighted material. MPG reserves the right to revoke this authorization at any time, and any use shall be discontinued immediately on written notice from MPG.

Trademarks. “MPG,” all MPG logos, and all titles, characters, names, graphics, and button icons are service marks, trademarks, and/or trade dress of MPG or otherwise proprietary to MPG and may not be used by you for any reason other than as expressly permitted by this Agreement. All other trademarks, service marks, product names, and company names or logos appearing in the MPG and on the Site are the property of their respective owners and you do not acquire any ownership rights in such marks, logos, or names by using this Site or the MPG.

Access to the MPG Service
Access. You will provide all equipment and services and be responsible for all telephone and other charges necessary to access MPG and the Site. You should contact your local telephone company if you have a question about whether an access number is a long-distance or toll call from your location. You agree to comply with all laws applicable to your activities on the MPG Site and with the terms of this Agreement. You hereby represent that you are an adult (18 years or older) and have the power and authority to enter into this Agreement and perform your obligations hereunder.

You acknowledge that from time to time MPG or this Site may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which MPG may undertake from time to time; or (iii) causes beyond the control of MPG or which are not reasonably foreseeable by MPG.

ID Number and Passwords. Access to the MPG is accomplished through the use of a user name and a password that will be issued to you upon registration. You are solely responsible for any authorized or unauthorized access to your account by any person. You agree to bear all responsibility for the confidentiality of your password and all use or charges incurred from use of the MPG with your password. You agree to notify MPG promptly of any unauthorized use of your password and you will remain liable for any use of the MPG until you notify MPG of the unauthorized use of your password.

Your Account. You are responsible for, and agree to pay promptly, all charges to your account, including applicable taxes and purchases by you or anyone you allow to use your account and password to access the MPG. You agree and accept responsibility for keeping all your account information current, including address, payment information, telephone number, email address, and alternate receiver for your order. You can update your information in the Your Account area on our Web site or contact our Customer Service department. You agree that you will not provide fraudulent information and that you are solely responsible for any information you provide to MPG and accept responsibility for all activities that occur under your account or password and for restricting access to your computer. You will comply with all laws applicable to your activities on the Site and with this Agreement. MPG secure server encrypts your payment information so that it cannot be read as the information travels over the Internet. Once we receive your payment information, it is stored in our secure data center. MPG will exercise commercially reasonable efforts to ensure that your payment information remains confidential, and is available only to personnel who have a need to know such information in connection with providing you the MPG service. When our registration/order form asks users to enter sensitive information (such as credit card number), that information is encrypted and is protected with encryption software. Our Site encrypts your credit card and bank account number prior to transmission over the Internet using secure socket layer (SSL) encryption technology. This technology works best when the Site is viewed using Microsoft’s Internet Explorer or Netscape Navigator.

Corrections. If you would like to update or correct information previously provided to us, please send an e-mail with your new information or you can update your account information yourself by going to Your Account on the MPG site.

Privacy Policy. Please review our Privacy Policy, which also governs your visit to the MPG Site and use of the MPG to understand our practices.

Acceptable Use Policy
You are solely responsible for any and all acts and omissions that occur under your account or password, and you agree not to engage in unacceptable use of MPG, which includes, without limitation, use of MPG to: (a) disseminate or transmit unsolicited messages, chain letters, or unsolicited commercial e-mail; (b) disseminate or transmit material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious; (c) disseminate or transmit files, graphics, software, or other material that actually or potentially infringes the copyright, trademark, patent, trade secret, or other intellectual property right of any person; (d) create a false identity or otherwise attempt to mislead any person as to the identity or origin of any communication; (e) export, re-export, or permit downloading of any message or content in violation of any export or import law, regulation, or restriction of the United States and its agencies and authorities, or without all required approvals, licenses, or exemptions; (f) interfere with, disrupt, or attempt to gain unauthorized access to other accounts on MPG or any other computer network; (g) disseminate or transmit viruses, Trojan horses or any other malicious code or program; or (h) engage in any other activity deemed by MPG to be in conflict with the spirit or intent of this Agreement.

Warranty Disclaimer; Limitation of liability; Indemnification
YOU EXPRESSLY AGREE THAT USE OF THE MPG SERVICE, THE SITE, AND THE INTERNET IS ENTIRELY AT YOUR OWN RISK. MPG, THE SITE, AND ITS CONTENTS ARE PROVIDED ON AN “AS IS,”‘AS AVAILABLE’ BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MPG DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO MPG, THE SITE, OR ITS CONTENTS OR WITH RESPECT TO ANY INFORMATION, SERVICES, AND PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE MPG SERVICE; MPG DOES NOT ADOPT ANY REPRESENTATION OR WARRANTY OF ANY MANUFACTURER OR MERCHANT OF ANY SUCH INFORMATION, SERVICE, OR PRODUCTS. MPG MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE AVAILABILITY, ACCURACY, OR CONTENT OF ANY INFORMATION, SERVICES OR PRODUCTS OBTAINED THROUGH THE SITE OR THE MPG SERVICES. MPG DOES NOT WARRANT THAT THE FUNCTIONS PROVIDED BY THE SITE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

NEITHER MPG NOR ANY OF ITS DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, REPRESENTATIVES, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, OR LICENSORS (COLLECTIVELY, MPG PARTIES”) SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOSS OF DATA, INCOME, OR PROFIT; OR LOSS OR DAMAGE TO PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE, THE SITE, THE MPG SERVICE, OR THE INTERNET. MPG LIABILITY SHALL BE LIMITED TO PROVIDING YOU WITH A REFUND FOR ANY PRODUCT THAT IS RETURNED. YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE MPG SERVICE AND TO TERMINATE THIS AGREEMENT. MPG RESERVES THE RIGHT TO LIMIT YOUR ORDER OR THE QUANTITY OF A SPECIFIC PRODUCT YOU MAY ORDER. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES OR OF IMPLIED WARRANTIES, IN SUCH STATES AND JURISDICTIONS LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

The material in the Site is provided for lawful purposes only. MPG controls and operates this Site from its headquarters in Forest Park, GA, and makes no representation that these materials are appropriate or available for use in other locations. If you use the Site from other locations, you are responsible for compliance with applicable local laws. Price and availability information is subject to change without prior notice.

You agree to defend, indemnify, and hold MPG Parties harmless from any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, and expenses, including attorney’s fees and costs, arising in connection with a violation of this Agreement by you or through use of your account.

Miscellaneous
Termination. This Agreement is effective upon your acceptance as set forth herein and shall continue in full force and effect until terminated. MPG may suspend or terminate this Agreement or the MPG Service or remove or disable access to any portion of the MPG site at any time for any reason with or without notice to you. You may terminate this Agreement and your MPG account at any time for any reason by delivering notice in the manner provided below, which termination will be effective the day notice is received or such later date specified in the notice. MPG reserves the right to collect fees and charges incurred before you cancel your MPG account. In addition, you are responsible for any charges incurred to third-party vendors or content providers prior to your cancellation.

Notices. MPG may give notice to you of a change in this Agreement, a change in the MPG Fee Schedule, and any other matter through a general posting on the MPG Site, by electronic mail, or by conventional mail to your address contained in the Customer Registration Data. You may give notice to MPG by telephone or by electronic mail (as specified in the “Help” section of the MPG website), or by conventional mail.

Entire Agreement. This Agreement and the Privacy Policy referred to herein represent your entire agreement with MPG regarding the use of the MPG and the MPG site. You agree that this Agreement is not intended to confer and does not confer any rights or remedies upon any person other than you, MPG and MPG Parties. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intention of the parties, and the remainder of this Agreement shall remain in full force and effect. The failure of either party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. This Agreement shall be governed by the laws of the State Georgia without regard to its conflict of laws rules. You expressly agree that exclusive jurisdiction for any claim or dispute with MPG or relating in any way to your use of the MPG or the MPG site resides in the federal and state courts of Georgia and you further expressly consent and agree to personal jurisdiction by the state and federal courts sitting in the State of Georgia in connection with any such dispute, including any claim involving MPG Parties. Any cause of action by you must be instituted within one year after the claim or cause of action has arisen, or be barred.

Third-Party Beneficiaries. The provisions of this Agreement are for the benefit of MPG Parties, and each shall have the right to assert and enforce the provisions directly on their own behalf. This Agreement and all obligations and restrictions placed upon you or your permitted users by this Agreement shall survive termination of this Agreement and your MPG.

Amendment. MPG may amend this Agreement at any time by posting the amended terms on our Site. All amended terms shall automatically be effective seven days after they are initially posted on our Site. By using this Site after the effective date of any such amendment, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then current Agreement to which you are bound. This Agreement was last revised on May 1st 2007.

ADDITIONAL TERMS FOR MPG DEPOT CUSTOMERS ONLY
This Agreement (the “Agreement”) is an agreement between you and MPG, LLC. (“MPG”) and not your company; all service related questions or issues are to be directed to MPG’s Customer Service Department. The agreement states the terms and conditions under which you may use the Site and receive the MPG service, which includes processing and dispensing of product orders (the “MPG”) MPG is not affiliated with your employer. This section applies to Corporate Depot Customers only; if any terms in this section are inconsistent with any terms above, the terms of this section shall apply.

MPG Service
Ordering through the Site. Orders must be received before 6 PM on the day prior to your specified delivery location. (See Dispensing of Products below for details). You can place your order any time, up to one week before your dispensing date. You can modify an existing order (including the addition or deletion of items, cancellation of your order) via the Web (in the “Your Account” section of the Site) up until the posted cutoff time on the day prior to the dispensing date. To view delivery and cutoff times visit the Delivery Info section of the site. You may cancel orders via the “Your Account” section of the Site or by contacting our Customer Service Department during posted hours. Please see the Get Help section of the site for Customer Service hours. However, modified orders are subject to price changes and a change of a dispensing date may not guarantee the availability of your desired items. Cancellation of orders after the required cut-off time will result in a restocking fee equal to the sum of (A) 100% of the total dollar amount of your perishable items (since our perishable items are custom-ordered and guaranteed fresh) plus (B) 25% of the total dollar amount of your nonperishable items plus.

Dispensing of Products. MPG uses refrigerated trucks that maintain the quality and integrity of your products. To maintain the integrity of products after dispensing, we recommend that you refrigerate as soon as possible. We guarantee your products will remain fresh in the delivery box at room temperature (78 degrees) for four (4) hours from the time of dispensing.

On the dispensing day(s), orders will be dispensed from a specified area within your company’s parking lot. See the Frequently Asked Questions (FAQ’s) section of the website for dispensing days, hours, and location. In the event that you are unable to pick-up your order an alternative receiver can receive and sign for your order, provided you have contacted MPGs Customer Service Department and advised us of the person who will be picking up your order. For security reasons, when orders are picked up we will request proper identification (valid Company ID or other picture ID). In the event that a co-worker picks up your order all terms and conditions that would apply had you accepted the delivery remain the same.

Your order will contain an invoice that will list all of the items you have received and were billed for. If something is missing from your order, please call our Customer Service Department or log on and contact us via our Customer Inquiry e-mail form.

ADDITIONAL TERMS FOR MPG DEPOT CUSTOMERS ONLY
This Agreement (the Agreement’) is an agreement between you and MPG, Inc. (“MPG”) and not your company; all service related questions or issues are to be directed to MPG’s Customer Service Department. The agreement states the terms and conditions under which you may use the Site and receive the MPG which includes processing and dispensing of product orders (the “MPG”). MPG is not affiliated with your employer. This section applies to Corporate Depot Customers only; if any terms in this section are inconsistent with any terms above, the terms of this section shall apply.

MPG Service
Ordering through the Site. Orders must be received before midnight on the day prior to your pick-up from the specified delivery location. (See Dispensing of Products below for details). Available delivery windows and associated delivery charges will be shown as you proceed through the ordering process. You can place your order any time, up to one week before your dispensing date. You can modify an existing order (including the addition or deletion of items, a change in the time or delivery date, and the cancellation of your order) via the Web (in the “Your Account” section of the Site) up until the posted cut-off time on the day prior to the dispensing date. To view delivery and cut-off times visit the Delivery Info section of the site. You may cancel orders via the “Your Account” section of the Site or by contacting our Customer Service Department during posted hours. Please see the Get Help section of the site for Customer Service hours. However, modified orders are subject to price changes and a change of a dispensing date may not guarantee the availability of your desired items. Cancellation of orders after the required cut-off time will result in a restocking fee equal to the sum of (A) 100% of the total dollar amount of your perishable items (since our perishable items are custom-ordered and guaranteed fresh) plus (B) 25% of the total dollar amount of your nonperishable items.

Dispensing of Products. MPG uses refrigerated trucks to maintain the quality and integrity of your products. To maintain the integrity of products after dispensing, we recommend that you refrigerate as soon as possible. We guarantee your products will remain fresh in the delivery box at room temperature (78 degrees) for four (4) hours from the time of dispensing.

ADDITIONAL TERMS FOR MPG DIRECT CORPORATE SERVICES CUSTOMERS ONLY
This section applies to MPG Corporate Services Customers only; if any terms in this section are inconsistent with any terms above, the terms of this section shall apply with respect or Corporate Services Customers.

MPG Satisfaction Guarantee
All of our products and services are backed by a 100% customer satisfaction guarantee. If you are dissatisfied for any reason, please call us on the date of your delivery. You have two days after delivery to return the item in question to us. We will give you 100% of your money back for the item with which you are dissatisfied. MPG may require the return of the product with which you are dissatisfied before return of your money.

MPG
Ordering through the Site. Delivery is available on non-holiday weekdays. Orders must be received before the posted cut-off time on the day prior to delivery. (See Delivery of Products below for details). Available delivery windows and associated delivery charges will be shown as you proceed through the ordering process. You can place your order any time, up to one week before your delivery date. You can modify an existing order (including the addition or deletion of items, a change in the time or delivery date, and the cancellation of your order) via the Web in the “Your Account” section of the Site) up until the posted cut-off time on the day prior to the dispensing date. To view delivery and cut-off times visit the Delivery Info section of the site. You may cancel orders via the “Your Account” section of the Site or by contacting our Corporate Services Department during posted hours. Please see the Get Help section of the site for Customer Service hours. However, modified orders are subject to price changes and a change of a delivery date may not guarantee the availability of your desired items. Cancellation of orders after the required cut-off time will result in a restocking fee equal to the sum of (A) l00% of the total dollar amount of your perishable items (since our perishable items are custom-ordered and guaranteed fresh) plus (B) 25% of the total dollar amount of your nonperishable items.
Delivery of Products. MPG uses refrigerated trucks to maintain the quality and integrity of your products. To maintain the integrity of products after delivery, we recommend that you immediately refrigerate or freeze perishable items. We guarantee your products will remain fresh in the delivery box at room temperature (78 degrees) for four (4) hours from the time of delivery.

Delivery of Products. MPG uses refrigerated trucks to maintain the quality and integrity of your products. To maintain the integrity of products after delivery, we recommend that you immediately refrigerate or freeze perishable items. We guarantee your products will remain fresh in the delivery box at room temperature (78 degrees) for four (4) hours from the time of delivery.

To receive delivery, your requested delivery destination must be in a commercial building where MPG is permitted to make deliveries and you or an alternate receiver must be present to receive your order from our driver during your selected delivery window. This alternate receiver can accept your goods when you are not present at the time you had selected for delivery and shall accept the goods under all of the same terms and conditions that would apply had you accepted the delivery yourself. Anyone at the delivery address who receives the delivery is conclusively presumed to be authorized to receive the delivery. If you and your alternate receiver are not present during your selected delivery window, we will use commercially reasonable efforts to contact you and reschedule delivery for that day. In such case, if we are unable to redeliver the order to you for any reason, the order will be canceled and you will be charged a fee equal to the sum of (A) 100% of the total dollar amount of your perishable items (since our perishable items are custom-ordered and guaranteed fresh) plus (B) 25% of the total dollar amount of your nonperishable items.

Your order will arrive with an invoice that will list all of the items you have received and were billed for. If something is missing from your order, please call our Corporate Services department or log on and contact us via our Customer Inquiry e-mail form.

In the case of inclement weather, it may be necessary to make adjustments to our delivery schedule, which will cause us to suspend chosen delivery dates and times. If there will be a significant delay, a Corporate Services representative may call or e-mail you to let you know the status of your delivery time. We will deliver your order the first possible moment the conditions permit. If your designated delivery location (i.e., street, avenue, etc.) or day is inaccessible, rendering us unable to make the delivery, we will contact you to determine the best alternate location and/or date.

Help – Customer Agreement
MPG Drivers are allowed to accept tips. Customers are under no obligation to tip Drivers but have the option of doing so if exceptional service is provided by the Driver.

Access to the MPG Service
ID Number and Passwords. Access to the MPG is accomplished through the use of a user name and a password that will be issued to you upon registration. If you are a Corporate Services customer, before your registration is complete, MPG will need to verify your address for delivery. You are solely responsible for any authorized or unauthorized access to your account by any person. You agree to bear all responsibility for the confidentiality of your password and all use or charges incurred from use of the MPG with your password. You agree to notify MPG promptly of any unauthorized use of your password and you will remain liable for any use of the MPG Service until you notify MPG of the unauthorized use of your password.

Credit Card Payment.
Your credit/debt card will be charged for your order on the day your order is delivered. Since certain perishables are priced by weight and the actual price is not known until we have prepared and weighed your order, we request credit card authorization for up to l25% of the estimated cost of perishables, but only charge you the actual cost that is determined after preparing and weighing your order. In addition, we will authorize your credit card for an amount equal to 100% of the total of the non-perishable items in your order. MPG will not process orders that use an incorrect, expired, or over-the limit credit card. We will make our best efforts to contact you if this occurs. However, in the event such an order is processed, MPG reserves the right to collect funds for any uncollected transactions owed to it. MPG may charge a nominal fee of $2 per order should a payment made via credit card be declined resulting in the need for alternate payment or exception processing. If you fail to pay any fees or charges when due (which would include if a check is returned or electronic payment is rejected) or if a redelivery fee or restocking fee is imposed, MPG may charge such amount directly to the credit card identified in your Customer Account Information and MPG may suspend or terminate your access to the MPG Service. You shall be responsible and liable for any fees, including attorneys’ fees and collection costs, that MPG may incur in its efforts to collect any unpaid balances from you. Your right to use the MPG Service is subject to limits established by MPG and/or by your credit card issuer.