LICENSE AGREEMENT

Overview

 

YOUR PURCHASE OF FSWI’S HEALTHY DINING PROGRAMS CONSISTING OF THOSE OUTLINED BELOW, IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTING AND AGREEING TO THIS LICENSE AGREEMENT. THE HEALTHY DINING PROGRAMS (Hereafter FSWI’s Resources) INCLUDE THE FOLLOWING:

 

• FSWI’s Healthy Dining Genie Toolkit (and/or refresher kits)

• FSWI’s FreshPicks Series (FreshPicks Super Salads, FreshPicks Powerbowls, FreshPicks Breakfast Powerbowls, FreshPicks Breakfast Grain Powerbowls, FreshPicks Breakfast Yogurt Powerbowls, FreshPicks Breakfast Egg Powerbowls, FreshPicks Hummus Bowls)

• FSWI’s Nourished Program

• FSWI’s “Did you Know” Program

• FSWI’s Boost Superfoods Program

• FSWI’s Smart Flavors Program

 

Note: The purchase of a single user license for a healthy dining resource (FSWI resource) allows use in one single location (“operational site”, “facility”, “unit”). If use is for multiple locations, multiple licenses need to be purchased (one for every location).

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"You," "Licensee" or "End User" and The Food Service Wellness Institute™ (hereafter FSWI) agree as follows:

 

1. Legal Agreement. This is a legal agreement between you (the End User, either an individual or an entity) and FSWI for use of FSWI’s Resources.

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2. Grant of License. Subject to the terms and conditions of this Agreement, FSWI grants you as an End User a non-exclusive license to (i) use each of at a single location (“operational site”, “facility”, “unit”) and (ii) to private label them.

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3. No Assignment, Transfer or Disclosure. Licensee shall not distribute, disseminate, provide or otherwise make available all or any part of FSWI’s Resources to a third party. FSWI’s Resources nor this Agreement may be assigned or otherwise transferred by Licensee.

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4. No Right to Sublicense. Licensee shall not distribute, rent, sell, lease or sublicense all or part of FSWI’s Resources to any person. Licensee agrees it will not use or grant any right to use the FSWI’s Resources or any portion thereof except as authorized herein, and that it will not make or have made, or permit to be made, any copies of FSWI’s Resources without the express written consent of FSWI.

 

5. Disclaimer of Warranty. Licensee recognizes that FSWI and its suppliers make no warranties of any kind with respect to FSWI’s Resources.

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THE FOREGOING IS IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED, CONCERNING FSWI’S RESOURCES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSEE FURTHER AGREES FSWI AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY LOST PROFITS, OR FOR ANY CLAIM OR DEMAND AGAINST LICENSEE BY ANY OTHER PARTY. IN NO EVENT SHALL FSWI OR ITS SUPPLIERS BE LIABLE FOR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE, OF FSWI’S RESOURCESEVEN IF FSWI HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES.

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6. Indemnification/Hold Harmless.   Licensee agrees to indemnify FSWI and hold it harmless regarding any claims threatened or made against FSWI by third parties including but not limited to claims of food poisoning, illness, and non-compliance with local, state or federal laws or regulations.

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7. No Warranties. FSWI’s Resources is provided to you on an "as is," "as available" basis without warranty of any kind whether express, statutory or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment, systems integration, accuracy, and non-infringement, all of which FSWI expressly disclaims. FSWI does not endorse and makes no warranty as to the accuracy, completeness, currency, or reliability of the content, and FSWI will not be liable or otherwise responsible for any failure or delay in updating FSWI’s Resources or any content. FSWI makes no representations or warranties that use of the content will be uninterrupted or error-free. You are responsible for any results or other consequences of accessing FSWI’s Resources and using the content, and for taking all necessary precautions to ensure that any content is free of viruses or any other harmful components.

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8. Limitation of Liability.   Your use of the content is at your own risk. FSWI specifically disclaims any liability, whether based in contract, tort, negligence, strict liability or otherwise, for any direct, indirect, incidental, punitive, consequential, or special damages arising out of or in any way connected with access to, use of or reliance on FSWI’s Resources even if FSWI has been advised of the possibility of such damages) or that arise in connection with mistakes or omissions in, or delays in transmission of, information to or from the End User, any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission or delivery, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of records, programs or files, interruptions in telecommunications connections to the website or viruses, whether caused in whole or in part by negligence, acts of god, telecommunications failure, theft or destruction of, or unauthorized access to FSWI’s Resources.

 

9. Indemnity. You agree to defend, indemnify, and hold FSWI its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your violation of these terms of use.

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10. Ownership. Licensee agrees it has no rights with respect to FSWI’s Resources other than those rights granted by this Agreement. FSWI retains all ownership rights to the FSWI’s Resources including all patent rights, copyrights, trademarks, service marks, related goodwill, and confidential and proprietary information relating thereto.

Termination. The license will terminate automatically if You fail to comply with the limitations described herein or any of the terms and conditions associated with FSWI’s Resources.

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11. Return of Products.  In the event this License Agreement is terminated, Licensee agrees to provide FSWI with a signed and dated written certification that Licensee has destroyed all of its digital and hard copies of the FSWI’s Resources and will no longer use any of the components. Such notice must be received by FSWI within thirty (30) days following notice of termination.

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12. Accounts and Security. FSWI does not warrant that the functions contained in the service provided by the Website will be uninterrupted or error-free, that defects will be corrected or that this service or the server that makes it available will be free of viruses or other harmful components. 

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13. Registration. As part of the registration process, each user will select a password (“Password”) and Login Name (“Login Name”). You shall provide FSWI with accurate, complete, and updated Account information. Failure to do so shall constitute a breach of this Terms of Use, which may result in immediate termination of your License Agreement and require that you abide by the terms as explicitly stated in Paragraph 11.

 

You may not:

select or use a Login Name of another person with the intent to impersonate that person;

use a name subject to the rights of any other person without authorization;

use a Login Name that Website, in its sole discretion, deems inappropriate or offensive.

 

14. Unauthorized use. You shall notify FSWI of any known or suspected unauthorized use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password.  You shall be responsible for maintaining the confidentiality of your password.

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15. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your License Agreement at FSWI’s sole discretion, and you may be reported to appropriate law-enforcement agencies.

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16. Export Regulations. Licensee acknowledges that the FSWI’s Resources is subject to United States export of FSWI’s  Resources to any country or end-user that is subject to United States export restrictions, or import FSWI’s Resources into any country except as permitted by the laws and regulations of the applicable country.

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17. Attorneys' Fees. If FSWI is successful in any lawsuit or proceedings, legal or otherwise, including arbitration, to enforce its rights under this Agreement, FSWI shall be entitled to recover from Licensee, in addition to any other sums due, the reasonable attorneys' fees, costs, and necessary disbursements involved in said suit or proceedings. In addition, Licensee shall pay FSWI its reasonable attorneys' fees and costs incurred in enforcing any judgment, order or decree issued by a court, arbitrator or other authority in such proceedings, or in collecting any monetary award made to FSWI in such proceedings.

 

18. No Modification or Waiver. This Agreement may be amended, modified or supplemented only by a written instrument executed by the parties hereto. FSWI shall be deemed not to have assented to any variations in the terms of this Agreement or to different terms unless such assent is express, includes an express waiver of the applicable terms of this Agreement, and is in writing and signed. Moreover, any waiver is only for the particular matter specified therein, and shall not affect or impair the right of FSWI to require observance, performance or satisfaction either of that term or condition as it applies on a subsequent occasion or of any other term or condition.

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19. Separate Agreements. Licensee may have other agreements with FSWI. Those agreements are separate and in addition to these Terms of Use. These Terms of Use do not modify, revise or amend the terms of any other agreements you may have with FSWI.

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20. Compliance with Laws. Licensee is responsible for complying with all applicable local, state and federal laws and regulations that relate to use of FSWI’s Resources.

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21. Governing Law.   The rights and obligations of the parties and the interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts excluding its conflict of laws rules. The exclusive venue of any action arising out of this Agreement shall be in the State or federal courts located in Massachusetts.  The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.

 

Questions and Additional Information. For questions, or additional information regarding this license agreement, contact FSWI at info@foodservicewellnessinstitute.com