FoodChain ID Group, Inc., its subsidiaries and affiliates including BCGlobal and Decernis LLC (collectively “FoodChain ID”) a Delaware Corporation, located at 1250 Connecticut Avenue NW #700, Washington, DC 20036 USA provides an Internet‐accessible electronic database containing curated and standardized information about publicly documented food fraud incidents and other sources of information about potential food fraud risk (“Food Fraud Database” or “FFD”). Food Fraud Database is maintained and hosted by FoodChain ID.
a. “AFFILIATE” means any entity directly or indirectly controlled by, controlling or under common control with, a party to this Agreement, but only for so long as such control shall continue. For purposes of this definition, “control” (including, with correlative meanings, “controlled by,” “controlling” and “under common control with”) means: (a) possession, direct or indirect, of the power to direct or cause direction of the management or policies of an entity (whether through ownership of securities or other ownership interests, by contract or otherwise); or (b) beneficial ownership of fifty percent (50%) or more of the voting securities or other ownership interest (whether directly or pursuant to any option, warrant or other similar arrangement) or other comparable equity interests of an entity.
b. “FOODCHAIN ID GROUP, INC.” means its affiliates and subsidiaries including Decernis LLC, Nutraveris, Viaware, Hamilton Grant, Verdant, BCGlobal, Cosmocert, S.A., Lexagri International and any subsequently acquired entities under the control of FOODCHAIN ID Group, Inc., collectively known as FOODCHAIN ID.
5. Term; Termination.
(a) Term. Initial Term and/or Renewal Term to be identified in the quote template, order form, e-commerce order form (as applicable). The license to FFD will automatically renew for additional periods of one (1) year upon payment by Licensee of the then-applicable License Fee within thirty (30) days following receipt of FoodChain ID’s invoice, unless terminated in accordance with Section (b), below.
(b) Termination Events.
(c) Required Disclosures. If any Confidential Information of a disclosing party is required by law to be disclosed by the receiving party, the receiving party may make such disclosure provided that the receiving party: (i) gives the disclosing party prompt written notice of such requirement prior to such disclosure; (ii) provides assistance in obtaining an order protecting Confidential Information from disclosure; and (iii) discloses information only to the extent required by law. Any such required disclosure shall not alter the nature of the information as Confidential Information hereunder as between the parties.
7. Warranty Disclaimer.
(a)LICENSEE ACKNOWLEDGES THAT FOODCHAIN ID CANNOT AND DOES NOT WARRANT THAT FFD OR THE DATA CONTAINED IN OR ACCESSIBLE THROUGH IT WILL BE ONE HUNDRED PERCENT (100%) ACCURATE AND FREE OF OMISSIONS OR THAT IT WILL MEET LICENSEE’S REQUIREMENTS.
(b) FOODCHAIN ID SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ERRORS OR OMISSIONS IN FFD OR FROM LICENSEE’S USE OF IT. FOODCHAIN ID WILL USE REASONABLE EFFORTS TO KEEP FFD CURRENT AND TO MAKE IT AS ACCURATE AND COMPLETE AS POSSIBLE; HOWEVER, THE INFORMATION AND DATA IN IT MAY NOT BE COMPLETELY UP‐TO‐DATE OR ERROR FREE. IF LICENSEE BECOMES AWARE OF ANY ERRORS OR OMISSIONS IN FFD, IT WILL NOTIFY FOODCHAIN ID OF THE ERRORS OR OMISSIONS, AND FOODCHAIN ID WILL UNDERTAKE TO CORRECT THE ERRORS OR OMISSIONS IN A TIMELY MANNER.
(c) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FFD AND ALL RELATED SERVICES (IF ANY) ARE PROVIDED AND LICENSED TO LICENSEE AS IS, AS AVAILABLE, AND WITH ALL FAULTS. FOODCHAIN ID DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO FFD, EXPRESSED OR IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, RELIABILITY OR AVAILABILITY, ACCURACY, COMPLETENESS, LACK OF NEGLIGENCE, NON‐INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
9. Licensee Trade Names, Trademarks, and Service Marks. Licensee grants to FOODCHAIN ID a limited license to use the trade names, trademarks, and service marks of Licensee (collectively the “Marks”) in promotional and presentation materials to indicate that Licensee is a client of FOODCHAIN ID; provided that FOODCHAIN ID: (i) agrees to display symbols and notices clearly and sufficiently indicating the registration, if applicable, of Licensee’s Marks in accordance with applicable trademark law and practice, and (ii) complies with all written guidelines provided to it by Licensee related to use of the Licensee’s Marks. The license granted hereunder is limited, nonexclusive, and royalty-free.
10. Governing Law; Miscellaneous and Dispute Resolution.
(d) Licensee’s annual subscription fees are due and payable within thirty (30) days following receipt of invoice from FoodChain ID. FoodChain ID, in addition to any other remedies available, may suspend all further services for Licensee until all past due amounts, late payment charges, and collection costs are paid.