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TONY’S FRESH MARKET REWARDS PROGRAM TERMS AND CONDITIONS

EFFECTIVE DATE: AUGUST 05, 2024 

NOTE: THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION THAT AFFECTS YOUR RIGHTS. THE ARBITRATION PROVISION REQUIRES THAT ALL DISPUTES BE RESOLVED IN INDIVIDUAL ARBITRATIONS OR SMALL CLAIMS COURT PROCEEDINGS RATHER THAN JURY TRIALS OR ANY OTHER COURT PROCEEDINGS OR CLASS ACTIONS OF ANY KIND. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT. 

VOID WHERE TAXED OR PROHIBITED BY LAW. 

By enrolling and/or participating in the Tony’s Loyalty Rewards Program (“TLRP”), you are signifying that you have read and agree to be legally bound by these TLRP Terms and Conditions (“Terms and Conditions”) and any amendments or modifications thereto, and you agree to all of Tony’s Markets LLC’s Terms of Use and Tony’s Finer Foods Enterprises LLC’s Coupon Policy, which are incorporated herein, and available at: https://www.tonysfreshmarket.com/terms-of-use and https://www.tonysfreshmarket.com/coupon-policy/ For purposes of these Terms and Conditions, Tony’s Finer Foods Enterprises LLC is referred to as “Tony’s” herein and any of its predecessors, successors, assigns, subsidiaries, direct affiliates, and each their respective officers, directors, shareholders, employees, and agents. These Terms and Conditions do not alter the terms or conditions of any other agreement you may have with Tony’s for any other services or products offered by Tony’s. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS OR PARTICIPATE IN TLRP. 

Tony’s (collectively, “we”, “us,” and “our”) reserves the right to change these Terms and Conditions at any time with or without notice, including the right to discontinue or change the benefits of TLRP. All Points (defined below) and subsequent Rewards must be earned and used according to the Terms and Conditions of the TLRP. If any changes are made to these Terms and Conditions or the TLRP is terminated, new terms will be posted and/or notification will be posted at [insert program terms and conditions hyperlink here]. 

Privacy 

Information collected in connection with the TLRP is subject to Tony’s Privacy Policy (“Privacy Policy”), which is available at: https://www.tonysfreshmarket.com/privacy-policy. By participating in the TLRP, you agree to the data practices described in the Privacy Policy with respect to personal information that may be collected, used and disclosed in connection with the TLRP. This section does not limit any other consent(s) that an individual may provide to Tony’s or others in relation to the collection, use and/or disclosure of their personal information. 

Eligibility 

TLRP is open only to individuals who are residents of the United States, physically located in the State of Illinois, and who are thirteen (13) years of age or older at the time of participation in the TLRP. 

Only one (1) Member account is permitted per person. If you attempt to obtain more than one Member account, we may terminate your account, and all earned program points may be forfeited. 

Member Account Set Up and Earning Points 

To participate and become a TLRP member (“Member”), must create a TLRP account. There are two ways to create an account: (1) register online at https://www.tonysfreshmarket.com/new-rewards and fully complete required account information requested, or (2) register through the Tony’s mobile application (“App”) and fully complete required account information requested.  

TLRP is a customer loyalty reward program that offers participants the ability to earn one (1) point for every dollar spent on Qualifying Purchases at participating Tony’s stores (“Points”).  Members will receive a notification message in-store (on a receipt immediately upon purchase) reflecting all points earned for such Qualifying Purchase. Members are also able to see all points earned for Qualifying Purchases within fifteen (15) minutes of such purchase in the App or Website by viewing their History Screen. Members may earn unlimited Points in any one (1) transaction. 

Qualifying Purchases for Points exclude: (1) alcoholic beverages, (2) check fee and vouchers, (3) CRV, (4) financial services, (5) MSB services, (6) donations, (7) money gram, (8) any financial instrument that can be redeemed for goods or services at participating stores – including (but not limited to) gift certificates, money orders/transfers, and gift or debit cards issued by American Express®, MasterCard®, Visa®, any bank, or any Tony’s store, (8) gift cards, (9) coupons, (10) any other discount, (11) sique, (12) coin exchange, (13) postage stamp, (14) bus passes, and (15) lotto sales and pay outs.  

Members can redeem Points from their individual TLRP account anytime once the required number of points are collected and until the Expiration Term.  

Expiration Term 

Points expire on Sunday at 11:00:00 PM after one hundred and eighty (180) days of issuance. Once Points expire, the Points are removed from the Customer’s Balance. 

Tony’s has the sole right and discretion to make the final decision on whether a purchase qualifies for earning Points under the TLRP. 

Processing of posting Points to Members’ accounts is within minutes but may take up to twenty-four (24) hours from the time the purchase was made and received by Tony’s. Members are responsible for ensuring that their Points are properly credited. If proper credit does not appear on the Member’s account, the Member should contact Tony’s’ Customer Service within fourteen (14) days of the purchase (customerhappiness@tonysfreshmarket.com). No adjustments to a Member’s account will be made after thirty (30) days from the actual purchase date, except at Tony’s sole and absolute discretion. Points subsequently determined, in the sole discretion of Tony’s, to be invalid, will be removed from a Member’s Point accumulation total. 

Point calculations are based upon the net purchase amount paid for products spent at checkout which does not include coupon savings, store discounts, other promotional offers or discounts, rebates applied at time of purchase, dollars spent on federal/state and/or local sales tax and any other savings or reductions from stated price or other add on costs. The net purchase amount of total product(s) purchased will be rounded down to the nearest whole dollar before Points are calculated. 

Tony’s reserves the right, in its sole discretion, at any time during the duration of the TLRP, to: (i) change the number of Points awarded, or to award no Points, for any particular qualifying activity, (ii) offer additional or new qualifying activities for a limited time or permanently, (iii) delete any or all means to earn Points, (iv) limit the number of times or frequency a Member may earn Points for engaging in a qualifying activity or engaging in the activity during a specific time period, and (v) offer Points earning opportunities to select groups of Members. Also, Tony’s may offer Points for engaging in a qualifying activity under one set of rules for one promotion and may opt not to offer Points for engaging in that same activity under a subsequent promotion. Once a qualifying activity has been successfully completed and verified, the corresponding number of Points will appear in your Member account. 

Members do not earn Points for the amount of any Reward or Coupon redeemed or discounts applied to a purchase. When Members return products to the store Points previously posted to Member’s account for that purchase may be deducted from Member’s account. Other exclusions may apply. 

Tony’s nor any of the Released Parties (defined below) are responsible for Points lost due to communication issues including incorrect personal information, incorrect email addresses or other contact information or technical issues or malfunctions. If the TLRP is terminated or the Member’s account is closed, any remaining earned Points will be forfeited. Points are for one-time use only. In the event that a Member returns merchandise that was partially or wholly paid for with a Reward(s), the Reward(s) used in connection with such a purchase shall not be reissued to such Member’s account. In these cases, the Member forfeits the Reward(s). The Points have no cash value and are only redeemable for the Rewards offered via the TLRP App. 

Any Points you earn by completing a purchase are considered a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable right solely for use towards the earning of Rewards. Accordingly, you have no property, proprietary, intellectual property, ownership, or monetary interest in your Points, which remain Tony’s property at all times. Points have no “real world” or cash value and are not redeemable for cash, transferable or assignable for any reason or otherwise by operation of law. Points have no purpose or use except in exchange for Rewards offered. Accordingly, you may not purchase, sell, barter, or trade any Points, or offer to purchase, sell, or trade any Points or other virtual items. Points will not be valid unless earned in strict compliance with the requirements as established and intended by us, and Members shall not attempt to earn Points by any means (including, without limitation, by using any script, bot or other automated means) that only simulates compliance with the applicable requirements. Tony’s reserves the right to take any other or additional action it deems appropriate, in its sole discretion, in the event that Tony’s believes, in its sole discretion, that a Member (or Members) has violated these Terms and Conditions. You agree to abide by Tony’s final and binding decisions regarding the Program and your participation in it. 

Redeeming Points, Rewards and Coupons  

Once earned, Points will be deposited into your TLRP Member account and can be used to redeem rewards from the “Rewards” section of the TLRP App (“Rewards”). The Rewards section of the TLRP App will list the corresponding Point value required to redeem. Rewards, and the redemption thereof, and any other related information are subject to prior confirmation of eligibility and compliance with these Terms. Rewards will not be awarded until a Member is confirmed and the verification process is complete, in Tony’s absolute discretion. Tony’s makes no representations, warranties, or guarantees that any particular Reward will be (or will continue to be) available or offered in TLRP. Tony’s reserves the absolute right to modify, change, delete or add Rewards, or any element thereof at any time. Tony’s reserves the right to modify the Point value(s) for any Reward, at any time and for any reason. All redemptions are subject to these Terms and Conditions and all limitations or requirements on the TLRP App. 

To spend/redeem your Points, navigate through the offers listed on the Rewards section of the TLRP App and Website and click on “Details” to review all Rewards available.  

  1. To review Rewards available to you on the App based, navigate through all Rewards listed on the “My Card” section of the TLRP App. You can choose any available Reward for which you have accumulated sufficient Points for redemption. Click the Reward you wish to redeem and scan the barcode or enter the phone number associated with your Account in the pin pad at the time of your Qualifying Purchase to complete the redemption process. .  
  1. To review Rewards available to you on the Website, go to your profile and click on Rewards. To redeem a Reward, click on “Redeem Points.” You can choose any available Reward for which you have accumulated sufficient Points for redemption. Click the Reward you wish to redeem and scan the barcode or enter the phone number associated with your Account in the pin pad at the time of your Qualifying Purchase to complete the redemption process. You can also print the Reward and scan the barcode at the time of your Qualifying Purchase. 

The total number of Points a Member can use to redeem a Reward at any given time is the total number of Points available in their Member account at the time of redemption. Once a Member has redeemed their Points for a Reward, the appropriate number of Points will be deducted from their Member account. 

Each Member is responsible for ensuring the contact information (including but not limited to phone number and email address) associated with his/her Member account is accurate and up to date. We are not responsible for non-receipt of Points for failure to have up to date or accurate contact information. Changes to Member accounts or the information in them should only be made by the Member to whom such accounts belong. 

All Points redemptions are final. Points will not be refunded or placed back in a Member’s quantity of redeemable Points for any reason after redemption of Points using the TLRP App.   section of the TLRP app.   

We may make available additional Rewards in the Rewards section of the TLRP App that will allow you to convert your accrued Points into Rewards. You understand and agree that we may set the Points conversion ratio for any such Rewards in our sole and absolute discretion and we may change such conversion ratio at any time throughout the program. All details regarding the specific conversion ratio applicable to a Reward will be provided in the Rewards section of the TLRP App or Website. 

Points are not your personal property, and are not descendible, may not be inherited, bartered or sold to any third party. You cannot transfer Points nor have Rewards sent to any third party. Points may not be redeemed with us for money or exchanged with any third party for money. The only way to use Points is to redeem them for Rewards. Some Rewards may have age eligibility requirements. Only one Reward may be redeemed at a time. We reserve the right to verify your eligibility qualifications prior to fulfilling a Reward.  

The number of Points required for a Reward will vary by Reward. The assortment of Rewards is subject to on-going changes. Rewards and Coupons must be redeemed in accordance with these Terms and Conditions and the Coupons Policy. Coupons are subject to the terms and conditions of the Coupon.  

All aspects of each Reward and Coupon will be determined by Tony’s, in its sole and absolute discretion, subject to availability, if applicable. Each Reward must be accepted as awarded and is not transferable, assignable or convertible to cash. No substitutions except at Tony’s option.  

By participating in the TLRP, you agree to release, defend (at our option), discharge, indemnify and hold harmless the Released Parties from any damages, losses, liabilities, claims, costs, investigations, judgments, fines, penalties, settlements, interest, expenses or demands, including, but not limited to, personal injury, death, or damage to or loss of property, that directly or indirectly arise from or are related to: (i) your participation in the TLRP; (ii) the acceptance, use, misuse or possession of any Reward; (iii) your breach or anticipatory breach of these Terms and Conditions; (iv) your violation or anticipatory violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Program or your activities in connection with the Website and the TLRP; (v) information or material transmitted through your device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) our use of the information that you submit to us (all of the foregoing, “Claims and Losses”).You will cooperate as fully required by us in the defense of any Claim and Losses. Notwithstanding the foregoing, we retain the exclusive right to settle, compromise, and pay any and all Claims and Losses. We reserve the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Tony’s. We are not responsible for technical, hardware, network connections or incomplete or delayed computer transmissions, regardless of cause. 

Conditions of Membership 

TLRP is intended for personal, non-commercial use only and is limited to one (1) account per individual. Tony’s reserves the right to exclude any individual from or discontinue any individual’s participation in the TLRP. Tony’s reserves the right to cancel or suspend participation in the TLRP in the event of fraud, abuse of Points or Rewards privileges, violation of these Terms and Conditions, or any applicable law, or at Tony’s sole discretion. Any Points and Rewards in the account will become void at the time. Entities or persons using the TLRP for profit are not eligible to become Members or to accumulate Points. We will notify you of such termination at the email address you provide in your registration data, and such termination will be effective immediately. 

A Member may cancel his or her Membership at any time on the TLRP App or Website by navigating through their profile and selecting “Delete Account.” Tony’s, in its sole discretion, reserves the right to cancel an individual Membership. Cancellation of Membership results in loss of all accumulated Points. Members who cancel voluntarily may not re-activate the account but are eligible to open a new account without the benefit of the previously accumulated Points. Tony’s, in its sole discretion, reserves the right to remove accumulated Points that were determined to have been gained through fraud or other means other that the purchase of products or a promotion. 

Tony’s nor any of the Released Parties assume any responsibility and are not responsible for electronic communications which are undeliverable for any reason, including, but not limited to, any form of active or passive filtering of any kind; insufficient space in participants’ computer to receive electronic messages or communication; any technical or human error; any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure; unauthorized access to, or alteration of any web site (or mobile web site); any problems or technical malfunctions of any telephone network or lines, computer on-line-systems, servers or providers, computer equipment, software, programming or failure of email on account of technical problems or traffic congestion on the Internet or at any Website (or mobile Website) or any combination thereof. 

Verification 

All Members’ account information, Points information, and TLRP data are subject to verification at any time and for any reason. Tony’s reserves the right, in its sole and absolute discretion, to require proof of identity and/or eligibility (in a form acceptable to Tony’s): (i) for the purposes of verifying an individual’s eligibility to participate in this TLRP; (ii) for the purposes of verifying the eligibility and/or other information for the purposes of this TLRP; and/or (iii) for any other reason Tony’s deems necessary, in its sole and absolute discretion, for the purposes of administering this program in accordance with the Tony’s interpretation of the letter and spirit of these Terms and Conditions. Failure to provide such proof to the complete satisfaction of Tony’s within the timeline specified by Tony’s may result in disqualification in the sole and absolute discretion of Tony’s. The sole determinant of the time for the purposes of this TLRP will be the official time-keeping device(s) used by Tony’s. 

These Terms and Conditions will remain in full force and effect while you participate in TLRP and/or are a Member. We may suspend or terminate your membership for any reason, at any time, including if you fail to remain in good standing in TLRP. If we suspend or terminate you because you have breached these Terms and Conditions, you may either be terminated from TLRP or otherwise be restricted by us from redeeming Points or earning more Points until such time (if ever) when we reinstate your membership (at our discretion). In the event that you are terminated as a Member, we may elect to immediately void all of your accumulated Points and, in such instance, you shall not be entitled to redeem Points for any Rewards. Even after your participation is terminated, these Terms and Conditions will remain in effect. We reserve the right, at our sole discretion, to pursue all legal remedies, including, but not limited to, deletion of your Member account from the program upon any breach by you of these Terms and Conditions. 

Disclaimers 

YOUR ACCESS TO AND USE OF THE PROGRAM IS AT YOUR SOLE RISK. THE PROGRAM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” basis. Therefore, to the fullest extent permissible by law, the Released Parties hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to: 

  1. the TLRP and the app that makes TLRP available; 
  1. the functions, features, or any other elements on, or made accessible through, TLRP and the TLRP app; 
  1. any products, services, or instructions offered or referenced at or linked through TLRP and TLRP app; 
  1. whether the TLRP app or the servers that make the TLRP app available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your device used to access the TLRP); 
  1. whether the information (including any instructions) on the TLRP app is accurate, complete, correct, adequate, useful, timely, or reliable; 
  1. whether any defects to or errors on the TLRP app will be repaired or corrected; 
  1. whether your access to the TLRP app will be uninterrupted; 
  1. whether the TLRP app will be available at any particular time or location; and 
  1. whether your use of the TLRP is lawful in any particular jurisdiction. 

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A RELEASED PARTY, RELEASED PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS. 

Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable. 

Limitation on Liability 

UNDER NO CIRCUMSTANCES WILL ANY RELEASED PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to: 

  1. TLRP and the app that makes CRP available; 
  1. your activities in connection with TLRP and TLRP app; 
  1. your use of or inability to use TLRP, or the performance of the app associated with TLRP; 
  1. any action taken in connection with an investigation by Related Parties or law enforcement authorities regarding your access to or use of the TLRP app; 
  1. any action taken in connection with copyright or other intellectual property owners or other rights owners; 
  1. any errors or omissions in our offering of TLRP and TLRP app’s technical operation; or 
  1. any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction. 

The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if Released Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of God, telecommunications failure, or destruction of the program). 

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you. 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RELEASED PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE PROGRAM AND YOUR RIGHTS UNDER THESE TERMS AND CONDITIONS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID TONY’S IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY TONY’S OR A MANUFACTURER OF A PHYSICAL PRODUCT. 

Our Rights 

Tony’s reserves the right to modify, suspend, cancel or discontinue the program, in whole or in part, for any reason, at its sole discretion, with or without notice to Members. Tony’s may, among other things, withdraw, limit, modify, suspend or cancel any Reward and/or modify or regulate the Points, or benefits you may have accrued. Each Member agrees that Tony’s will not be liable to the Member or any third party for any modification or discontinuance of the program. Tony’s reserves the right to interpret and apply the policies and procedures communicated in these Terms and Conditions and incorporated herein. All determinations by Tony’s, including determinations of eligibility, and proper authorization of Point redemption, shall be final and conclusive in each case. Tony’s reserves the right to terminate any Member’s participation in the program, and/or terminate service if, in Tony’s sole judgment, such Member has in any way violated these Terms and Conditions. 

Fraud 
Fraud or abuse relating to the registration process, providing of personal information, collection of Points, or redemption of Points for Rewards is a violation of these Terms and Conditions. Users are solely responsible for any fraudulent use that may occur due to the theft of or sharing of a Member’s password. Members agree to immediately notify Tony’s of any unauthorized use of their account or any other breach of security known to them. The program is a service provided to an individual Member, not a company or other entity, and a company or other entity may not direct, encourage or allow individuals to participate for anything other than individual use. Tony’s reserves the right to terminate or suspend a Member’s participation in the program and/or void a Member’s Points if any Member engages in fraudulent activity or otherwise uses this program other than in accordance with these Terms and Conditions and applicable law. 

CAUTION: ANY ATTEMPT BY A PARTICIPANT TO DAMAGE ANY WEBSITE/MOBILE APPLICATION OR UNDERMINE THE LEGITIMATE OPERATION OF THE TLRP MAY BE A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, TONY’S RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW. 

Binding Arbitration with Class Action Waiver 

Mandatory Informal Dispute Resolution Process. 

PLEASE READ THIS SECTION CAREFULLY – IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND TONY’S CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND TONY’S TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS. THIS MEANS THAT YOU WILL NOT BE ABLE TO BRING A CLASS, COLLECTIVE, OR REPRESENTATIVE LAWSUIT IN A COURT OF LAW BEFORE A JUDGE OR JURY OR TO APPEAL DECISIONS CONCERNING ANY DISPUTE THAT MAY ARISE WHICH IS COVERED BY THE ARBITRATION AGREEMENT AND ARE INSTEAD AGREEING TO SUBMIT ANY SUCH DISPUTE SOLELY ON YOUR OWN BEHALF TO AN IMPARTIAL ARBITRATOR. 

There might be an occasion in which a Dispute (as defined below) arises between Member and Tony’s. Should such a situation arise, Tony’s is committed to working with you to resolve the Dispute. Therefore, for any Dispute that arises between you and Tony’s, both parties agree that they will first make a good faith effort to resolve it informally before initiating any formal dispute resolution proceeding as set forth below. 

This informal dispute resolution process is a condition precedent and prerequisite to commencing arbitration or a proceeding in small claims court. 

This process requires that one party send a written description of the Dispute, including the nature of the claim and the nature and basis of the specific relief sought, to the other party. For any Dispute you initiate, you agree to send this written information about the Dispute along with your contact information and sufficient details for Tony’s to identify your transaction, account, or other relevant information via certified mail to Heritage Grocers Group, LLC, 2501 Guasti Rd., Ontario, CA 91761. The time period referenced below begins to run upon receipt of this written description. 

Member and Tony’s then agree to negotiate in good faith about the Dispute, including through an informal and individualized telephonic dispute resolution conference between you and Tony’s. If either party to the Dispute is represented by counsel, that party’s counsel may participate, but the party also must personally appear at and participate in the conference. This process should lead to resolution of the Dispute, but if it is not resolved within sixty (60) days after receipt of the written description detailed above, you and Tony’s agree to the further dispute resolution provisions below. 

The parties agree that any relevant limitations period and filing fee or other deadlines shall be tolled while the parties engage in this informal dispute resolution process. 

Arbitration 

Any Dispute between you and Tony’s that cannot be resolved informally as detailed above shall be resolved through individual arbitration or in small claims court. 

The term “Dispute” shall be interpreted as broadly as permitted under the law and shall cover any claim or controversy, related to us or our relationship including but not limited to, any and all: (1) claims for relief and theories of liability, whether based in contract, tort, fraud, misrepresentation, negligence, statute, regulation, ordinance, or otherwise; (2) claims that arose before these or any prior Terms and Conditions; (3) claims that arise after the termination of these Terms and Conditions; and (4) claims that are the subject of purported class action litigation. Notwithstanding the forgoing, either you or Tony’s may elect to have a Dispute heard (1) in small claims court on an individual basis if the amount in controversy is properly within the jurisdiction of an appropriate small claims court or (2) in a court of competent jurisdiction to seek to enjoin infringement or other misuse of intellectual property rights. 

The party initiating the arbitration proceeding may open 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 by mail to Heritage Grocers Group, LLC, 2501 Guasti Rd., Ontario, CA 91761. 

This arbitration provision shall be governed by the Federal Arbitration Act. Arbitrations shall be administered by the AAA pursuant to its Consumer Arbitration Rules (the “AAA Rules”) as modified by the version of this Arbitration Provision that is in effect when you notify us about your Dispute. 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 provision and the AAA rules, this arbitration provision shall govern. If the AAA is unable to administer a proceeding under this arbitration provision 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 provision as written applying the AAA Consumer Arbitration Rules. A single arbitrator will resolve the Dispute. Unless you and Tony’s agree otherwise, any arbitration hearing will take place at a location convenient to Member. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect confidential or proprietary information. The arbitrator shall issue a reasoned written decision 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. You agree to appear in an initial conference with the arbitrator and at any hearing, along with your counsel if you are represented. 

Payment of filing and other fees shall be governed by the AAA’s Consumer Arbitration Rules. For purposes of determining whether a claim or counterclaim was filed for purposes of harassment or is patently frivolous, the arbitrator may consider, without limitation, whether a party had previously offered full relief to the other party, including, but not limited to, a full refund of the sum paid for items purchased or whether the proceeding is part of multiple case filings. 

THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE 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 TONY’S CUSTOMERS, 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 PARAGRAPH IS AN ESSENTIAL PART OF THIS ARBITRATION PROVISION AND CANNOT BE SEVERED FROM IT. THE REMAINING PORTIONS OF THIS ARBITRATION PROVISION ARE NOT ESSENTIAL PARTS OF THIS ARBITRATION PROVISION AND CAN BE SEVERED FROM IT BY A COURT OF COMPETENT JURISDICTION. NOTWITHSTANDING THE FOREGOING, IF A COURT DETERMINES THAT PUBLIC INJUNCTIVE RELIEF MAY NOT BE WAIVED AND ALL APPEALS FROM THAT DECISION HAVE BEEN EXHAUSTED, THEN THE PARTIES AGREE THAT THIS ARBITRATION PROVISION SHALL SURVIVE AND ANY CLAIM FOR PUBLIC INJUNCTIVE RELIEF SHALL BE STAYED PENDING ARBITRATION OF THE REMAINING CLAIMS. 

If for any reason a claim may proceed in court rather than in arbitration, the parties waive any right to a jury trial, unless such waiver is unenforceable. This means that any claim would be decided by a judge, not a jury. 

This arbitration provision shall survive any termination of these Terms and Conditions or TLRP. Any amendments to this arbitration provision shall be prospective only and shall not affect any pending claim or arbitration proceeding. 

Applicable Law 

The law applicable to the interpretation and construction of these Terms and Conditions in any arbitration shall be the Federal Arbitration Act, applicable federal laws and the laws of the State of Illinois, USA, without regard to principles of conflict of laws. If any Dispute is found not to be arbitrable, then ordinary choice of law rules will apply in any court proceeding in which the matter is adjudicated.  

General Conditions 

The decisions of Tony’s with respect to all aspects of this TLRP are final and binding on all entrants without right of appeal. 

ANYONE DEEMED BY TONY’S TO BE IN VIOLATION OF THE TONY’S INTERPRETATION OF THE LETTER AND/OR SPIRIT OF THESE TERMS AND CONDITIONS FOR ANY REASON IS SUBJECT TO DISQUALIFICATION IN THE SOLE AND ABSOLUTE DISCRETION OF TONY’S  AT ANY TIME. 

Tony’s reserves the right, in their sole and absolute discretion, to disqualify any individual that it deems to be in violation of these Terms and Conditions. Tony’s reserves the right to refuse participation to any person whose eligibility is in question or who has been disqualified (or previously disqualified in a similar program) or is otherwise ineligible to participate. 

Abuse of the TLRP, including failure to follow the Terms and Conditions may result in cancellation of the Member’s account and future disqualification from participation in the TLRP and forfeiture of all Points accrued. In connection with the enforcement of any of the Terms and Conditions governing the TLRP, Tony’s reserves the right to take appropriate legal action, as it deems necessary, and to recover damages, attorneys’ fees and costs. 

The Released Parties will not be liable for: (i) any failure during the TLRP; (ii) any technical malfunction or other problems of any nature whatsoever, including, without limitation, those relating to computer on-line systems, servers, access providers, computer equipment or software; (iii) the failure of any information to be received, captured, recorded or otherwise function properly for any reason whatsoever, including, but not limited to, technical problems or traffic congestion on the internet or at any website; (iv) any injury or damage to a participant’s or any other person’s computer or other device related to or resulting from participating in the program; (v) anyone being incorrectly and/or mistakenly identified as having fulfilled the purchase requirement; and/or (vi) any combination of the above. 

The Released Parties are not responsible for (as applicable) late, lost, stolen, misdirected, irregular, garbled, corrupted or undelivered Points, Rewards or transmissions (whether sent by or to the participant), regardless of cause. 

The Released Parties are not responsible for: (a) any incomplete, incorrect or inaccurate information whether caused by App users, tampering, hacking or by any of the equipment or programming associated with or utilized in the TLRP or by any technical or human error; (b) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of any website, Rewards or transmissions (whether sent by or to a participant); and (c) any problems or technical malfunctions of any telephone network or lines, computer on-line-systems, servers or providers, computer equipment, software, programming or failure of email or text on account of technical problems or traffic congestion on the Internet or at any website (or mobile website) or any combination thereof. Without limiting the foregoing. Released Parties expressly disclaim any and all liability for Rewards or other transmissions which are not timely received in an uncorrupted form (or received at all) by Participant due to filtering/privacy settings for email and/or text transmissions or for any other reason. 

“Authorized account holder” is defined as the person who is assigned an e-mail address by an internet provider, online service provider, or other organization (e.g., business, educational institute, etc.) or phone that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address, or a cell phone number by a participating cellular carrier. A participant may be required to provide proof, in a form acceptable to Tony’s – including, without limitation, government-issued photo identification, that he/she is the authorized account holder of the email address associated with the account in question. 

If any provision of these Terms and Conditions is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms and Conditions, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms and Conditions (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. 

We reserve the right, without any limitation, to: (i) investigate any suspected breaches of its website’s security or its information technology or other systems or networks; (ii) investigate any suspected breaches of these Terms and Conditions; (iii) investigate any information obtained by us in connection with reviewing law enforcement databases or complying with criminal laws; (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters; (v) prosecute violators of these Terms and Conditions; and (vi) discontinue the program, in whole or in part, or suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to us under these Terms and Conditions. Upon suspension or termination of your access to the program, or upon notice from us, all rights granted to you under these Terms and Conditions will cease immediately, and you agree that you will immediately discontinue use of the program. The provisions of these Terms and Conditions, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to us in these Terms and Conditions, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration. 

We may assign its rights and obligations under these Terms and Conditions, in whole or in part, to any party at any time without any notice. These Terms and Conditions may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Tony’s. 

Except as expressly set forth in these Terms and Conditions, (i) no failure or delay by you or us in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms and Conditions will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced. 

You are responsible for obtaining and maintaining all devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the program and you will be responsible for all charges related to them. 

Modification and/or Termination of Program 

Tony’s reserves the right to modify the TLRP, including, without limitation, the Terms and Conditions governing the TLRP, at any time, with or without notice. Continued participation in the TLRP after such action by Tony’s constitutes acceptance of any modification to the TLRP, including changes to the Terms and Conditions. Tony’s, in its sole discretion, reserves the right to shorten, extend, suspend, modify or cancel the TLRP at any time, and for any reason. 

Further, and without limiting the generality of the preceding paragraph, Tony’s reserves the right, in its sole and absolute discretion, to withdraw, amend or suspend this TLRP (or to amend these Terms and Conditions) in any way, in the event of any cause beyond the reasonable control of Tony’s that interferes with the proper conduct of this TLRP as contemplated by these Terms and Conditions, including, without limitation, any error(s), problem(s), computer virus(es), bug(s), tampering, unauthorized intervention, event of force majeure, fraud or failure(s) of any kind. Any attempt to undermine the legitimate operation of this TLRP in any way (as determined by Tony’s in its sole and absolute discretion) may be a violation of criminal and civil laws and should such an attempt be made, Tony’s reserves the right to seek remedies and damages to the fullest extent permitted by law. Tony’s reserves the right, in its sole and absolute discretion, to cancel, amend or suspend this TLRP, or to amend these Terms and Conditions, in any way without prior notice or obligation, in the event of any accident, printing, administrative, or other error of any kind. 

Released Parties 

Tony’s Finer Foods Enterprises LLC its indirect and direct parent companies and each of their respective subsidiaries and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, successors, and assigns (collectively, the “Released Parties”). 

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