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FOODCHAIN ID GROUP, INC. TERMS OF USE

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 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 jurisdictions ("Regulatory Limits"). Regulatory Limits is maintained and hosted by FoodChain ID.
These Terms of Use ("TERMS OF USE") govern the use of Regulatory Limits and any other FoodChain ID products identified in a statement of work or order form (as applicable) by the party or end user ("Licensee") who accesses Regulatory Limits. Licensee confirms its agreement to the TERMS OF USE, as amended from time to time, when Licensee submits its subscriber identification information to access Regulatory Limits.
1. Definitions.
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.
2. License.
(a) Upon agreeing to the TERMS OF USE, Licensee is granted a non-exclusive, non-transferable, non-sublicensable, revocable right and license to access Regulatory Limits in compliance with the TERMS OF USE.
(b) Licensee's use of Regulatory Limits shall be solely for Licensee's own internal business purposes, reference and informational purposes and in compliance with the TERMS OF USE and all applicable laws. The right to access Regulatory Limits 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 Regulatory Limits or any content contained in it; (ii) decompile, disassemble, reverse compile, reverse engineer, or decode Regulatory Limits; (iii) publish, display, sell, distribute, or sub-license Regulatory Limits and/or FoodChain ID 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 Regulatory Limits; or (v) use Regulatory Limits in any fashion that infringes any copyright, intellectual property right, or other proprietary right or interest held by FOODCHAIN ID or its affiliates. FOODCHAIN ID reserves all rights in Regulatory Limits not expressly granted herein. Downloads of data from Regulatory Limits for Licensee's reference, reports, or presentation purposes is permitted. Reports or presentations that make use of such data shall reference the source as FoodChain ID. Downloading data for the purposes of copying and/or distribution of any Regulatory Limits and/or FoodChain ID 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 Regulatory Limits. Licensee shall be responsible for the use of its user identification and/or log-in information to Regulatory Limits and for compliance with the TERMS OF USE by any person or entity, whether or not authorized by Licensee.
3. Licensee Privacy.
The most current version of FOODCHAIN ID's Privacy Policy can be found through a link on the home page of FoodChain ID. FOODCHAIN ID's Privacy Policy explains how FOODCHAIN ID may use certain personal data that Licensee provides to FOODCHAIN ID when Licensee logs-in to and uses Regulatory Limits and how FOODCHAIN ID will protect Licensee's privacy. By using Regulatory Limits, Licensee agrees FOODCHAIN ID can use such data in accordance with its Privacy Policy, as amended from time to time.
4. Ownership. Licensee's Assignment of Intellectual Property Rights.
FOODCHAIN ID owns or has the right to use all intellectual property and content contained in or associated with Regulatory Limits. Licensee hereby grants to FOODCHAIN ID all intellectual property rights and other proprietary rights in any work Licensee may create in violation of the TERMS OF USE.
5. Warranty Disclaimer.
(a) REGULATORY LIMITS 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 REGULATORY LIMITS 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 REGULATORY LIMITS 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 Regulatory Limits 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, Licensee should be aware of the full regulatory environment of a country and consider, when appropriate, the interrelationship between different regulations. FOODCHAIN ID WILL USE COMMERCIALLY REASONABLE EFFORTS TO KEEP REGULATORY LIMITS 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 REGULATORY LIMITS, 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 BY APPLICABLE LAW, REGULATORY LIMITS 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 REGULATORY LIMITS, 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 REGULATORY LIMITS, OR LICENSEE'S USE OF INFORMATION PROVIDED BY REGULATORY LIMITS SUPPORT, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE), EVEN IF LICENSEE ID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL FOODCHAIN ID'S AGGREGATE LIABILITY TO LICENSEE FOR USE OF REGULATORY LIMITS EXCEED THE AMOUNT PAID BY LICENSEE TO FOODCHAIN ID FOR USE OF REGULATORY LIMITS 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 REGULATORY LIMITS 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 TERMS OF USE.
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 Regulatory Limits and Licensee's breach of the TERMS OF USE.
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 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.
8. Governing Law; Miscellaneous and Dispute Resolution.
(a) The TERMS OF USE shall be construed under and governed by the laws of the State of Delaware without regard to its conflict of law's provisions.
(b) The exclusive venue for any disputes arising under or related to the TERMS OF USE or Licensee's use of Regulatory Limits shall be in the United States District Court, located in the State of Delaware. Licensee and FOODCHAIN ID consent to the personal and exclusive jurisdiction of such courts for such disputes.
(c) If any provision of the TERMS OF USE is held to be invalid or not legal, such decision shall not affect any other provision of it, and the remainder of the TERMS OF USE shall continue to be valid and legal.
(d) Licensee's annual subscription fees are due and payable within thirty (30) days following receipt of invoice from FoodChain ID.
(e) Neither these Terms of Use nor any rights, obligations or licenses granted hereunder may be assigned, delegated or subcontracted by either party without the prior written consent of the other party, provided however that either party may assign all of its rights and obligations under the Terms of Use without the prior written consent of the other party to a person or entity which acquires all or substantially all of the assets, voting securities or business of such party, whether by sale, merger or otherwise. The Terms of Use shall inure to the benefit of the parties and their permitted successors and assigns. In the case of a successor to or assignee of Licensee, the license granted herein extends only to the business or operating units of the Licensee existing immediately prior to such or assignment, acquisition or merger; this Agreement confers no rights on the acquiring entity of Licensee or its business or operating units. Licensee shall provide notice of any such assignment (including by operation of law) to FoodChain ID following such assignment.
(f) Communications with FOODCHAIN ID regarding the TERMS OF USE and Regulatory Limits shall be sent to [email protected].