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 is an Internet‐accessible electronic database containing global regulatory standards and data, including select trade and marketing requirements, maximum residue limits ("MRLs"), maximum levels (“MLs”), and maximum use levels that are applicable in certain legal jurisdictions. BCGlobal is maintained and hosted by FoodChain ID ("FoodChain ID"), a Delaware corporation.
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, Nutraveris, Viaware, Hamilton Grant, Verdant, BCGlobal and any subsequently acquired entities under the umbrella of FOODCHAIN ID Group, Inc., collectively known as FOODCHAIN ID.
(a) Upon agreeing to the TOU, Licensee is granted a non-exclusive, non-transferable, non-sublicensable right and license to access BCGlobal in compliance with the TOU.
(b) Licensee's use of BCGlobal shall be solely for Licensee's own reference and informational purposes and in compliance with the TOU and all applicable laws. The license granted hereunder does not permit Licensee (and Licensee may not knowingly allow any third party) to: (i) create derivative works of, copy, alter or in any way modify BCGlobal or any content contained in it; (ii) decompile, disassemble, reverse compile, reverse engineer, or decode BCGlobal; (iii) publish, display, sell, distribute, or sub-license BCGlobal content in any form of media (iv) disable, bypass or delete any copy protection or access control method implemented to prevent or deter unauthorized copying or use of BCGlobal; or (v) use BCGlobal in any fashion that infringes any copyright, intellectual property right, or other proprietary right or interest held by FOODCHAIN ID. FOODCHAIN ID reserves all rights in BCGlobal not expressly granted herein. Downloads of data from BCGlobal for Licensee's reference, reports, or presentation purposes is permitted. Reports or presentations that make use of such data shall reference the source as BCGlobal, Bryant Christie Inc. Downloading data for the purposes of copying and/or distribution of any BCGlobal content is expressly prohibited.
(c) Licensee shall not allow any other person or entity to use Licensee's personal user identification and/or log-in information to access BCGlobal. Licensee shall be responsible for the use of its user identification and/or log-in information and BCGlobal and for compliance with the TOU by any person or entity, whether or not authorized by Licensee.
3. Licensee Privacy.
4. Ownership; Licensee's Assignment of Intellectual Property Rights.
FOODCHAIN ID owns or has the right to use all intellectual property contained in or associated with BCGlobal. Licensee hereby grants to FOODCHAIN ID all intellectual property rights and other proprietary rights in any work Licensee may create in violation of the TOU.
5. Warranty Disclaimer.
(a) BCGLOBAL IS INTENDED TO BE AN INITIAL REFERENCE SOURCE ONLY, AND LICENSEE MUST VERIFY INFORMATION OBTAINED FROM IT WITH KNOWLEDGEABLE PARTIES IN THE MARKET OF INTEREST PRIOR TO THE SALE OR SHIPMENT OF ANY PRODUCTS. LICENSEE ACKNOWLEDGES THAT FOODCHAIN ID CANNOT AND DOES NOT WARRANT THAT BCGLOBAL 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 BCGLOBAL OR FROM LICENSEE'S USE OF IT. INTERNATIONAL REGULATIONS AND PERMISSIBLE MRLs, MLs, AND MAXIMUM USE LEVELS CHANGE FREQUENTLY; COMMODITY NOMENCLATURE, RESIDUE DEFINITIONS, CONTAMANENT DEFINITIONS, AND FOOD ADDITIVE/INGREDIENT DEFINITIONS VARY BETWEEN COUNTRIES; AND COUNTRY POLICIES REGARDING DEFERRAL TO INTERNATIONAL STANDARDS ARE NOT ALWAYS TRANSPARENT. National food categories, classifications, and standards-of-identity are not always clearly defined. Alignment between these and BCGlobal food categories and/or Licensee's food products is intended to facilitate database queries only and are not guaranteed to be equivalent. In addition, some countries maintain contradictory or overlapping food safety regulations and enforcement practices. Before exporting, users should be aware of the full regulatory environment for a country and consider, when appropriate, the interrelationship between different regulations. FOODCHAIN ID WILL USE COMMERCIALLY REASONABLE EFFORTS TO KEEP BCGLOBAL CURRENT AND TO MAKE IT AS ACCURATE AND COMPLETE AS POSSIBLE; HOWEVER, THE INFORMATION IN IT MAY NOT BE COMPLETELY UP-TO-DATE OR ERROR FREE. IF LICENSEE BECOMES AWARE OF ANY ERRORS OR OMISSIONS IN BCGLOBAL, IT WILL NOTIFY FOODCHAIN ID OF THE ERRORS OR OMISSIONS, AND FOODCHAIN ID WILL UNDERTAKE TO CORRECT THE ERRORS OR OMISSIONS EXPEDITIOUSLY.
(c) TO THE MAXIMUM EXTENT PERMITTED UNDER ANY APPLICABLE LAW, BCGLOBAL 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 BCGLOBAL, 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.
(d) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FOODCHAIN ID WILL NOT BE LIABLE TO LICENSEE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, COST OF COVER, LOST OPPORTUNITIES, LOST SAVINGS, OR LOST DATA, CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, LOSS OF PRIVACY AND FAILURE TO MEET ANY DUTY INCLUDING GOOD FAITH AND REASONABLE CARE) ARISING OUT OF LICENSEE'S USE OR INABILITY TO USE BCGLOBAL, OR LICENSEE'S USE OF INFORMATION PROVIDED BY BCGLOBAL SUPPORT, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF FOODCHAIN ID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL FOODCHAIN ID'S AGGREGATE LIABILITY TO LICENSEE FOR USE OF BCGLOBAL EXCEED THE AMOUNT PAID BY LICENSEE TO FOODCHAIN ID FOR USE OF BCGLOBAL WITHIN THE SIX (6) MONTH PERIOD PRIOR TO THE LAST EVENT GIVING RISE TO LICENSEE'S CLAIM. LICENSEE ACKNOWLEDGES THAT THIS PROVISION REFLECTS AN ADEQUATE AND ACCEPTABLE ALLOCATION OF RISK AND THAT THE REMEDIES SET FORTH ABOVE SHALL APPLY NOTWITHSTANDING THE FACT THAT THEY MAY RESULT IN LICENSEE'S USE OF BCGLOBAL FAILING ITS ESSENTIAL PURPOSES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE REMEDIES DESCRIBED ABOVE CONSTITUTE LICENSEE'S ONLY REMEDIES FOR ANY BREACH BY FOODCHAIN ID OF ITS OBLIGATIONS UNDER THE TOU.
6. Licensee Indemnification.
Licensee shall defend, indemnify, and hold harmless FOODCHAIN ID from all allegations, liabilities, claims, and expenses, including reasonable attorneys' fees that arise from or relate to Licensee's use or misuse of, or access to BCGlobal and Licensee's breach of the TOU.
7. 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 customer 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.
8. Governing Law; Dispute Resolution.
(a) The TOU shall be construed under and governed by the internal laws of the State of Washington without regard to its conflict of law's provisions.
(b) The exclusive venue for any disputes arising under or related to the TOU or Licensee's use of BCGlobal shall be in the King County, Washington, Superior Court or in the United States District Court for the Western District of Washington located in Seattle, Washington. Licensee and FOODCHAIN ID consent to the personal and exclusive jurisdiction of such courts for such disputes.
(c) If any provision of the TOU is held to be invalid or not legal, such decision shall not affect any other provision of it, and the remainder of the TOU shall continue to be valid and legal.
(d) Communications with FOODCHAIN ID regarding the TOU and BCGlobal shall be sent to [email protected]