Customer Agreement

Welcome to Vega Produce. Please read the following terms and conditions before using our
website. This Customer Agreement (the “Agreement”) is an agreement between you and Vega
Produce, LLC or its affiliates (“Vega Produce”) that states the terms and conditions under which
you may use our website (the “Site”), and receive Vega Produce service, which includes
processing and delivery (or arranging for delivery) of product orders (the “Vega Produce
Service”). Your use of the Vega produce Service and the Site constitute 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 Vega Produce Service.

Vega Produce Satisfaction Guarantee

All of our products and services are backed by a 100% customer satisfaction guarantee. If you
are dissatisfied for any reason, contact us via e-mail at info@vegaproduce.com. For perishable
products, you have up to three (3) days after delivery, or until the expiration date printed on the
product — whichever is earlier — to contact us about the products. Vega Produce may require a
detailed explanation of damaged product, return of the damaged product and or photographs
before making any credit, or adjustment to your Vega Produce account. All damage or missing
box reports must be made within 36 hours of your Vega Produce delivery.

1. Vega Produce Service – Managing Your Orders

1.1. Ordering through the Site: Orders will be received and processed for delivery on a first come first served basis.
You may cancel orders via the “Your Account” section of the
Site or by contacting our Customer Service Department at info@vegaproduce.com.
Please see the “Contact Us” section of the Site for Customer Service hours.

1.2. Price, Availability, and Substitutions: Vega Produce strives to provide you with great
prices compared to the competition near your delivery address, and certain items may
be priced differently depending on your last delivery address or the address you choose
before placing items in your cart. We receive fresh products every day to assure you the
highest quality. Due the perishable nature of our products, certain products may be
unavailable due to market conditions beyond our control or quality that is below our
standards. If we have an item that’s very similar to the item you ordered, we reserve the
right to make item substitutions. If you’re not happy with the substitution, please email
us at info@vegaproduce.com if we are unable to fulfill your entire order with the items
you order or appropriate substitutions, we will use reasonable efforts to contact you
prior to delivery (which may include notice in your confirmation email). Once you
complete checkout, your price, or price per pound/ounce (when applicable), is
guaranteed unless you placed an order for an item where we have inadvertently listed
an 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 payment method will not be charged. Please note:
we reserve the right to limit your order or the quantity of a particular product that you
may order.
1.3. Delivery Fee. A delivery fee may be added to your order. Vega Produce uses reliable
third-party delivery companies such as FedEx to deliver all Vega Produce orders. To
maintain the highest quality of your delivery we recommend that you immediately
refrigerate the items when you receive them. You as the customer are responsible for
opening your box on delivery day, and proper refrigeration after your box arrives. You
should inspect your package to ensure the contents arrive in a cool, refrigerated
condition.

2. Vega Produce Service – Payment

2.1. Credit/Debit Card Payment. To place an order, you must have a credit card or debit
card (“Card”) on file with Vega Produce.
2.2. Card Authorization and Estimated Costs. Your Card will be charged for your order upon
checkout completion. Vega Produce will not process an order that attempts to use an
incorrect, expired, or over-the-credit limit Card. We will make reasonable efforts to
contact you if this occurs. However, in the event such an order is processed, Vega
Produce reserves the right to collect funds for any uncollected transaction charges or
fees owed to it. Vega Produce may charge a fee of $2.00 per order should a payment
made via Card be declined resulting in the need for alternate payment or exception
processing. If you fail to pay any fees or charges when due, including but not limited to
returned checks, rejected electronic payments, redelivery fees or restocking fees, Vega
Produce may charge such amount directly to the Card identified in your Customer
Account and Vega Produce may suspend or terminate your access to the Vega
Produce Service. You shall be responsible and liable for any fees, including attorneys’
fees and collection costs, that Vega Produce may incur in its efforts to collect any
unpaid balances from you. Your right to use the Vega Produce Service is subject to
limits established by Vega Produce and/or by your Card issuer.

3. Access to the Vega Produce Service

3.1. ID Number and Passwords. Access to the Site is accomplished by creating an account
through the use of a user name and a password that you choose 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 user name
password and all use or charges incurred from use of the Vega Produce Service with
your password. You agree to notify Vega Produce promptly of any unauthorized use of
your password and you will remain liable for any use of the Site or Vega Produce
Service until you notify Vega Produce
3.2. 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 to access the Vega Produce Service. You agree and accept responsibility
for keeping all your account information current, including address, payment
information, telephone number, e-mail address, and authorized representative for your
order. You can update your information in the “Your Account” area on our Site or
contact our Customer Service department. Please do not send Card or other payment
information via email. You agree that you will not provide fraudulent information and that
you are solely responsible for any information you provide Vega Produce, and accept
responsibility for all activities that occur under your account or password. You will
comply with all laws applicable to your activities on the Site and with this Agreement.
3.3. Corrections. If you would like to update or correct information previously provided to us,
please send an e-mail with your new information to info@vegaproduce.com, or you can
update your account information yourself by going to “Your Account” on the Site. Please
do not send credit card or other payment information via email.
3.4. Privacy Policy. Please review our Privacy Policy, which also governs your visit to the
Site and use of the Vega Produce Service, to understand our practices.

4. Warranty Disclaimer; Limitation of Liability; Indemnification

4.1. YOU EXPRESSLY AGREE THAT USE OF THE VEGA PRODUCE SERVICE, THE
SITE, AND THE INTERNET IS ENTIRELY AT YOUR OWN RISK. THE VEGA
PRODUCE SERVICE, THE SITE, AND ITS CONTENTS ARE PROVIDED ON AN “AS
IS,” “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
VEGA PRODUCE 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 THE VEGA PRODUCE SERVICE, THE SITE, OR ITS
CONTENTS OR WITH RESPECT TO ANY INFORMATION, SERVICES, AND
PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE VEGA
PRODUCE SERVICE; VEGA PRODUCE DOES NOT ADOPT ANY
REPRESENTATION OR WARRANTY OF ANY MANUFACTURER OR MERCHANT
OF ANY SUCH INFORMATION, SERVICE, OR PRODUCTS. VEGA PRODUCE
MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE
AVAILABILITY, RELIABILITY, CORRECTNESS, ACCURACY, CONTENT, OR
OTHERWISE OF ANY INFORMATION, SERVICES, OR PRODUCTS OBTAINED
THROUGH THE SITE OR THE VEGA PRODUCE SERVICES. VEGA PRODUCE
DOES NOT WARRANT THAT THE FUNCTIONS PROVIDED BY THE SITE WILL BE
UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR
THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE FROM
VIRUSES OR OTHER HARMFUL COMPONENTS.
4.2. NEITHER VEGA PRODUCE NOR ANY OF ITS DIRECTORS, EMPLOYEES,
SHAREHOLDERS, AFFILIATES, AGENTS, REPRESENTATIVES, JOINT VENTURE
PARTIES, INDEPENDENT CONTRACTORS, THIRD-PARTY INFORMATION
PROVIDERS, MERCHANTS, OR LICENSORS (COLLECTIVELY, “VEGA PRODUCE
PARTIES”) SHALL BE LIABLE, IN CONTRACT OR IN TORT, 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 VEGA PRODUCE SERVICE, OR THE INTERNET. VEGA
PRODUCE’S 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 VEGA
PRODUCE SERVICE AND TO TERMINATE THIS AGREEMENT. VEGA PRODUCE
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, SPECIAL OR SPECIAL DAMAGES OR OF
IMPLIED WARRANTIES, IN SUCH STATES AND JURISDICTIONS LIABILITY IS
LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
4.3. The material in the Site is provided for lawful purposes only. Vega Produce operates
this Site for use in specific jurisdictions where it provides its Services, 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
notice and may vary geographically.
4.4. You agree to defend, indemnify, and hold Vega Produce Parties harmless from any and
all suits, actions, legal or administrative proceedings, claims, demands, damages,
liabilities, settlements and expenses, including attorney’s fees, accounting fees, and
costs, arising in connection with, resulting from, or alleged to result from, your use of the
Site or Contents, or violation of this Agreement by you or through use of your account.

5. Mandatory, Bilateral Arbitration

5.1. Please read this carefully. It affects your rights. YOU AND VEGA PRODUCE AGREE
THAT ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF, OR RELATING
TO, THIS AGREEMENT, THE SITE, OR THE VEGA PRODUCE SERVICE SHALL BE
RESOLVED ONLY BY FINAL AND BINDING, BILATERAL ARBITRATION OR SMALL
CLAIMS COURT. This agreement to arbitrate is intended to be broadly interpreted, and
expressly includes claims brought under the Telephone Consumer Protection Act, 47
U.S.C. § 227, or any other statute, regulation, or legal or equable theory. You and Vega
Produce hereby agree that the Federal Arbitration Act (“FAA”) applies to this agreement
to arbitrate, and governs all questions of whether a dispute is subject to arbitration.
Unless you and we agree otherwise in writing, arbitration shall be administered by the
American Arbitration Association (“AAA”), pursuant to Commercial Arbitration Rules
(including without limitation the Supplementary Procedures for Consumer-Related
Disputes) then in effect (the “AAA’s Rules”). However, just as a court would, the
arbitrator must honor the terms and limitations in the Agreement and can award
damages and relief, including any attorneys’ fees authorized by law. The arbitrator’s
decision and award is final and binding, with some exceptions under the Federal
Arbitration Act, 9 U.S.C. 1, et seq., and judgment on the award may be entered in any
court with jurisdiction. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT,
YOU AND VEGA PRODUCE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY
AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.
5.2. THIS AGREEMENT DOES NOT ALLOW CLASS ARBITRATIONS EVEN IF THE
PROCEDURES OR RULES OF THE AAA WOULD. RATHER, YOU AND WE ARE
ONLY ENTITLED TO PURSUE ARBITRATION ON AN INDIVIDUAL BASIS.
FURTHER, AND UNLESS YOU AND VEGA PRODUCE AGREE OTHERWISE IN
WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE
INDIVIDUAL PARTY’S CLAIMS WITH ANY OTHER PARTY’S CLAIMS, AND MAY
NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR
COLLECTIVE PROCEEDING.
5.3. You and Vega Produce are each are responsible for our respective costs relating to
counsel, experts, and witnesses, as well as any other costs relating to the arbitration.
Vega Produce, however, will pay for the arbitration administrative or filing fees,
including the arbitrator and/or other AAA case management fees (“Administrative
Fees”), under the following circumstances: (1) for any Dispute up to $2,500, Vega
Produce will pay all Administrative Fees; (2) for any Dispute over $2,500 and up to
$5,000, the parties will adhere to the AAA’s Costs of Arbitration section of the
Consumer Arbitration Rules, however, Fresh Direct will pay all Administrative Fees
upon you providing Vega Produce with a signed written notice indicating the basis for
your inability to pay your portion of the Administrative Fees; and (3) for any Dispute over
$5,000, the parties will adhere to the AAA’s Costs of Arbitration section of the
Consumer Arbitration Rules. If the claim is determined by the arbitrator to be frivolous;
however, Vega Produce will not pay any portion of your Administrator Fees. Unless you
and Vega Produce agree otherwise in writing, the arbitration will take place in the
county where your delivery is made.
5.4. Notwithstanding the foregoing, either party may bring an individual action in a small
claims court for disputes or claims within the scope of such court’s jurisdiction. This
agreement to arbitrate does not preclude you from bringing issues to the attention of
federal, state, or local agencies. Such agencies can, if the law allows, seek relief
against us on your behalf.

6. General Terms

6.1. Termination. This Agreement is effective upon your acceptance as set forth herein and
shall continue in full force and effect until terminated. Vega Produce may suspend or
terminate this Agreement or the Vega Produce Service or remove or disable access to
any portion of the Vega Produce Service at any time for any reason with or without
notice to you. You may terminate this Agreement and your Vega Produce Service 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. Vega Produce reserves the right to collect fees and charges incurred before you
cancel your Vega Produce Service. In addition, you are responsible for any charges
incurred to third-party vendors or content providers prior to your cancellation.
6.2. Notices. Vega Produce may give notice to you of any change or any other
communication related to this Agreement through a general posting on the Site, by
electronic mail, or by conventional mail to your address contained in the “Your Account”
section of the Site. You may give notice to Vega Produce by e-mail or by conventional
mail to: Vega Produce 8190 NW 84th St Medley, FL 33166
6.3. Entire Agreement. This Customer Agreement, the Site Terms of Use, and the Privacy
Policy referred to herein represent your entire agreement with Vega Produce regarding
the use of the Service and the 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,
Vega Produce, and Vega Produce 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 of Florida without regard to its conflict of laws rules. You expressly
agree that exclusive jurisdiction for any claim or dispute with Vega Produce or relating
in any way to your use of the Service or the Site resides in the federal and state courts
of Florida and you further expressly consent and agree to personal jurisdiction by the
state and federal courts sitting in the State of Florida in connection with any such
dispute, including any claim involving Vega Produce Parties. Any cause of action by you
must be instituted within one year after the claim or cause of action has arisen, or it
shall be barred.
6.4. Third-Party Beneficiaries. The provisions of this Agreement are for the benefit of Vega
Produce 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 Vega Produce Service.
6.5. Amendment: Vega Produce may amend this Agreement at any time by posting the
amended terms on our Site. All amended terms shall automatically be effective for
orders placed after posting and seven days after they are initially posted on our site for
orders already placed. 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.