Last Updated: January 2, 2025
This Terms of Service ("Agreement") is a legally binding contract between you and Protocol Foods, Inc. ("Protocol Foods," "us," "we," or "our") regarding your use of the Service. References to "Customer," "you," and "your" refer to the individual, company, or other entity that accepts the Agreement, by executing an ordering document provided to you by us, placing an Order using online functionality Protocol Foods makes available like clicking a box, creating an Account, or otherwise affirmatively accepting the Agreement through another means Protocol Foods offer you.
If the Service is being used on behalf of a company or other entity by an individual authorized to accept this Agreement on its behalf, then all references to "Customer," "you," or "your" refer to the company or other entity. If you are a company or other entity, the individual accepting this Agreement on your behalf represents and warrants that they have authority to bind you to this Agreement.
If you are accepting this Agreement on behalf of a company or other entity and an authorized representative of the entity has already accepted this Agreement on behalf of the entity or entered into a separate agreement regarding the use of the Service ("Separate Agreement") prior to the date upon which you accept this Agreement ("Effective Date"), this Agreement will not apply to you and your and the entity's rights and obligations with respect to the Service, and the Service will at all times be governed by, and subject to, the Separate Agreement.
If you are not eligible, or do not agree to the terms and conditions of the Agreement, then you do not have our permission to use the Service. Your use of and our provision of the Service to you, constitutes an Agreement by Protocol Foods and by you to be bound by this Agreement.
YOU AGREE TO RECEIVE TEXTS FROM OR ON BEHALF OF PROTOCOL FOODS AT THE PHONE NUMBER YOU PROVIDE TO PROTOCOL FOODS. THESE TEXTS MAY INCLUDE OPERATIONAL MESSAGES ABOUT YOUR USE OF THE SERVICE. YOU UNDERSTAND AND AGREE THAT THESE TEXTS MAY BE CONSIDERED TELEMARKETING UNDER LAW, THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE.
Certain capitalized terms used in this Agreement are defined in Section 16 and others are defined contextually in this Agreement.
The Service provides features and functionality that digitizes and automates food safety management and assists with audit compliance ("Service").
The applicable Service is purchased as stated in an Order in the manner established for each of the Service.
Subject to the terms and conditions of this Agreement and each Order, Protocol Foods will make the Service available to Customer and, if Customer is a company or entity, to Customer's Users during the Subscription Term. Customer may only use the Service internally.
During the Subscription Term, Protocol Foods grants Customer a limited, non-transferable, revocable, non-exclusive, non-sublicensable license for its Users to download Protocol Foods's Remote App onto a Supported Device and use it to access and use the Service. Customer and its Users are responsible for installing all updates that Protocol Foods provides or makes available for download to the Remote App.
To access the Service, Customer and its Users must register for an account ("Account") and, in doing so, may be required to provide Protocol Foods with information (such name, email address, phone number, or other contact information). Customer agrees that the information it provides to Protocol Foods is accurate, complete, and not misleading and that it will keep it accurate and up to date at all times.
Only Users, using the mechanisms designated by Protocol Foods ("Log-in Credentials"), may access and use the Service. Each User must keep its Log-in Credentials confidential and not share them with anyone else. Customer is responsible for its Users' compliance with this Agreement and all actions taken through their Log-in Credentials (excluding misuse of the Log-in Credentials caused by Protocol Foods's breach of this Agreement).
Customer will promptly notify Protocol Foods if it becomes aware of any compromise of any Log-in Credentials. Protocol Foods may Process Log-in Credentials in connection with Protocol Foods's provision of the Service or for Protocol Foods's internal business purposes.
Customer represents and warrants to Protocol Foods that: (a) it has not previously been suspended or removed from the Service; and (b) its registration and use of the Service is in compliance with all Laws.
Customer will not (and will not permit its Users or anyone else to) do any of the following:
Customer acknowledges that the Service is not intended to meet any legal obligations for these uses, including HIPAA requirements, and that Protocol Foods is not a Business Associate as defined under HIPAA. Notwithstanding anything else in this Agreement, Protocol Foods has no liability for Prohibited Data or use of the Service for High-Risk Activities.
Subject to Customer's ongoing compliance with the terms of this Agreement (including timely payment of all applicable Fees), Protocol Foods will use commercially reasonable efforts to provide support for the Services during its standard business hours in accordance with its then-current standard support practices ("Support").
Customer grants Protocol Foods the non-exclusive, worldwide, sublicensable right to use, copy, store, disclose, transmit, transfer, publicly display, modify, and create derivative works from Customer Data only as necessary to: (a) provide the Service; (b) derive or generate Usage Data; (c) create and compile Aggregated Data; (d) as necessary to facilitate, maintain, and operate an integration with Third-Party Platforms as described in Section 3.15; (e) train and improve Protocol Food's products and services; and (f) as otherwise required by Laws or as agreed to in writing between the parties.
To the extent Personal Data, as defined in Protocol Foods's Privacy Policy (available at [https://app.protocolfoods.com/privacy-policy.html], or other such URL or location as may be specified by Protocol Foods from time to time), is uploaded, transmitted, submitted, provided, or processed in connection with Customer's use of the Service, Protocol Foods will comply with the Privacy Policy.
Customer grants Protocol Foods a non-exclusive, worldwide, sublicensable right to Process Usage Data and Aggregated Data for internal business purposes, including: (a) track use of Service for billing purposes; (b) provide support for Service; (c) monitor the performance and stability of the Service; (d) prevent or address technical issues with the Service; (e) to improve Service, its other products and services, and to develop new products and services; and (f) for all other lawful business practices, such as analytics, benchmarking, and reports. Customer will not interfere with the collection of Usage Data.
Customer is responsible for its Customer Data, including its content and accuracy, and will comply with Laws when using the Service. Customer represents and warrants that (a) it has sufficient rights to grant the rights and licenses provided herein and it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Protocol Foods to Process the Customer Data set forth in this Agreement without violating or infringing Laws, third-party rights, or terms or policies that apply to the Customer Data, and (b) the Customer Data is not subject to any Laws that impose upon Protocol Foods any legal or regulatory compliance requirements or liability as a result of Protocol Food's possession or Processing of the Customer Data in accordance with this Agreement.
Customer acknowledges that Protocol Foods may, but is under no obligation to, monitor Customer's use of the Services. Notwithstanding the foregoing, Protocol Foods may immediately suspend Customer's and its Users' access to the Service if: (a) Customer breaches Section 3.5 or Section 3.11; (b) any payments required under this Agreement are overdue by 30 days or more overdue; (c) changes to Laws or new Laws require that Protocol Foods suspend the Service or otherwise may impose additional liability on us; or (d) Customer or its Users actions risk harm to any of Protocol Foods's other customers or the security, availability, or integrity of the Service. Where practicable, Protocol Foods will use reasonable efforts to provide Customer with prior notice of the suspension. If the issue that led to the suspension is resolved, Protocol Foods will use reasonable efforts to restore your access to the Service.
Protocol Foods may modify or discontinue all or any part of the Service at any time (including by limiting or discontinuing certain features or functionality of the Service), temporarily or permanently, without notifying Customer (except that Protocol Foods will use commercially reasonable efforts provide Customer with 30 days’ prior notice in the event of any material deprecation of any material feature or functionality of the Service). Protocol Foods will have no liability for any change or modification to the Service or any suspension or termination of access to or use of the Service as a result thereof. Notwithstanding the foregoing, any such change or modification will only apply on a going-forward basis with respect to any Order entered into or renewed after Protocol Foods’s implementation thereof.
Customer will provide and maintain any hardware, software, other technology, and infrastructure that Customer require to access and use the Service including any hardware device on which a Remote App can be installed and used as defined in current version of Protocol Foods’s usage guidelines and applicable technical documentation for the Service that Protocol Foods makes generally available to Protocol Foods’s customers (such devices, “Supported Devices”).
Use of Third-Party Platforms are subject to Customer’s agreements with the relevant provider and not this Agreement. Protocol Foods does not control and have no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Service or how the Third-Party Platforms or their providers use Customer Data. By enabling a Third-Party Platform to interact with the Service, or by otherwise authorizing or directing Protocol Foods to share Customer Data, Customer authorizes Protocol Foods to access and exchange Customer Data with such Third-Party Platform on Customer’s behalf.
Each Subscription Term will automatically renew for successive terms equal in length to the Subscription Term. Either party may give the other party notice of non-renewal at least 30 days before the current Subscription Term ends. CUSTOMER MAY CANCEL AT ANY TIME BY LOGGING INTO YOUR ACCOUNT AND FOLLOWING THE CANCELLATION PROCEDURES DESCRIBED THEREIN OR BY PROVIDING NOTICE OF NON-RENEWAL TO PROTOCOL FOODS AT SUPPORT@PROTOCOLFOODS.COM. YOUR CANCELLATION MUST BE RECEIVED AT LEAST THIRTY (30) DAYS BEFORE THE EXPIRATION OF THE THEN-CURRENT SUBSCRIPTION TERM IN ORDER TO AVOID BEING CHARGED FOR THE NEXT SUBSCRIPTION PERIOD. UPON CANCELLATION OF A SUBSCRIPTION TERM BY CUSTOMER (AND NOT AS A RESULT OF CUSTOMER’S VIOLATION OF THIS AGREEMENT), CUSTOMER MAY CONTINUE TO HAVE USE OF AND ACCESS TO ANY PRE-PAID SERVICES FOR THE REMAINDER OF THE APPLICABLE SUBSCRIPTION TERM (SUBJECT TO CUSTOMER’S ONGOING COMPLIANCE WITH THIS AGREEMENT). PROTOCOL FOODS WILL NOT PROVIDE ANY REFUNDS OF PREPAID OR UNUSED FEES.
Protocol Foods reserves the right to determine pricing for the Service (“Fees”). Fees for the Service are described in the Order. Protocol Foods, at its sole discretion, may make promotional offers with different features and different pricing to any of its customers, including potential discounts for upfront annual payments. These promotional offers, unless made to Customer, will not apply to Customer’s offer or this Agreement. All Fees will be paid in US dollars unless otherwise provided in an Order. Fees are invoiced or charged as described in the Order. If the Order does not designate the invoicing cadence, Protocol Foods will invoice the Customer monthly. Unless the Order provides otherwise, all Fees are due within 30 days of the invoice date. Your Account will be charged a service charge of 1.5% per month or the maximum amount allowed by Law, whichever is less, and Customer will also be responsible for Fees or charges that are incidental to any chargeback or collection of any the unpaid amount including any collection fees. All Fees and other expenses are non-refundable. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether domestic or foreign, other than Protocol Foods’s income tax (“Taxes”). Fees are exclusive of all Taxes.
You authorize Protocol Foods to charge all sums for the Orders that you make and any level of Service you select as described in this Agreement or published by Protocol Foods, including all applicable Taxes, to the payment method specified in your Account. If you pay any Fees with a credit card, then Protocol Foods may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You agree that Protocol Foods may seek pre-authorization of the credit card account Customer provide to Protocol Foods for payment prior to any purchase to verify that the credit card is valid and has the necessary funds or credit available to cover such purchase. If your payment method is no longer valid at the time a renewal Fee is due, then Protocol Foods reserves the right to delete your Account and any information or Customer Data associated with your Account without any liability to you.
Protocol Foods reserves the right to determine pricing for the Service. Unless Protocol Foods and Customer otherwise agree in an Order executed by the parties, Protocol Foods may change the Fees for the Service (including any feature or functionality of the Service) and Protocol Foods will notify Customer of any such changes before they apply. Protocol Foods may make promotional offers with different features and different pricing to any of Protocol Foods’s other customers. These promotional offers, unless made to Customer, will not apply to your Order or this Agreement.
Fees for renewal Subscription Terms are at Protocol Foods’s then-current Fees at the time of such renewal regardless of any discounted pricing in a prior Order or promotional offers previously extended to Customer.
Protocol Foods warrants to Customer that the Service will perform materially as described in the applicable documentation during a Subscription Term (“Limited Warranty”).
If Protocol Foods breaches a Limited Warranty during the Subscription Term and Customer makes a reasonably detailed warranty claim in the manner required by Protocol Foods within 30 days of discovering a breach of the Limited Warranty for the Service, then Protocol Foods will use reasonable efforts to correct the non-conformity. If Protocol Foods cannot do so within 30 days of receipt of Customer’s warranty claim, either party may terminate the affected Order as it relates to the Service. Protocol Foods will then refund to Customer any pre-paid, unused Fees for the terminated portion of the applicable Subscription Term. This Section 5.3 sets forth Customer’s exclusive remedy and Protocol Foods’s entire liability for breach of the Limited Warranty. This warranty does not apply to: (a) issues caused by Customer’s or Users’ misuse of or unauthorized modifications to the applicable Service; (b) issues in or caused by Third-Party Platforms or other third-party systems; (c) use of the applicable Service other than according to the applicable documentation; or (d) Trials and Betas or other free or evaluation use.
This Agreement starts on the Effective Date and continues until expiration or termination of all Subscription Terms.
Either party may terminate this Agreement (including any or all Orders) upon written notice to the other party if the non-terminating party: (a) fails to cure a material breach of this Agreement (including a failure to pay Fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. Either party may terminate (i) a specific Order or (ii) a specific Service under an Order. Unless otherwise specified in the termination notice, termination in the case of: (i), will not impact any other Orders, and (ii), will not impact any other Service under the applicable Order nor any other Orders. If Customer violates any provision of this Agreement, then your authorization to access the Service and this Agreement automatically terminate. In addition, Protocol Foods may, in its sole discretion, terminate this Agreement or Customer’s Account on the Service, or suspend or terminate Customer’s access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to Customer arising from such termination. Customer may terminate your Account and this Agreement at any time by following the procedures at described in the Service or by emailing Protocol Foods at support@protocolfoods.com.
Upon the effective date of expiration or termination of this Agreement for any reason: (a) all outstanding Orders and access to the Services will automatically terminate, and (b) all outstanding payment obligations of Customer will become due and payable immediately. Upon expiration or termination of an Order, Customer’s access to and Protocol Foods’s obligations to provide the Service will cease. Following termination, Protocol Foods will be under no obligation to store or retain the applicable Customer Data and may delete the applicable Customer Data at any time in its sole discretion. Customer Data and other Confidential Information may be retained in Recipient’s standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement’s confidentiality restrictions.
These Sections survive expiration or termination of this Agreement: 3.5 (Restrictions), 3.10 (Usage Data; Aggregated Data), 3.11 (Customer Obligations), 4.2 (Fees), 4.3 (Authorization), 5.2 (Disclaimer), 6.3 (Effect of Termination), 6.4 (Survival), 7 (Ownership), 9 (Limitations of Liability), 10 (Indemnification), 11 (Confidentiality), 15 (Miscellaneous), and 16 (Definitions). Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.
Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except as expressly provided in this Agreement, as between the parties, Customer retains all intellectual property rights and other rights in Customer Data. Except for Customer’s use rights in this Agreement, Protocol Foods and its licensors retain all intellectual property rights and other rights in the Service, Software, documentation, Usage Data, and Protocol Foods’s technology, templates, formats, and dashboards, including any modifications or improvements to these items made by us. If Customer provides Protocol Foods with feedback or suggestions regarding the Service or its other offerings, Protocol Foods may use the feedback or suggestions without restriction or obligation.
You agree that Protocol Foods and those acting on our behalf may call and send you text (SMS) messages at the phone number you provide us. These calls and messages may include operational calls or messages about your use of the Services, as well as marketing calls or messages. Calls and text messages may be made or sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such calls or messages, as specified by your carrier. IF YOU WISH TO OPT OUT OF MARKETING CALLS AND TEXT MESSAGES FROM PROTOCOL FOODS, YOU CAN EMAIL support@protocolfoods.com OR TEXT THE WORD “STOP” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES. IF YOU WISH TO OPT OUT OF ALL CALLS AND TEXT MESSAGES FROM PROTOCOL FOODS, YOU CAN EMAIL support@protocolfoods.com.
We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting your mobile device’s “settings” page.
Except for claims for unpaid Fees to Protocol Foods under this Agreement and for breaches of Sections 3.2, 3.5, or 11, neither Protocol Foods’s, Customer’s or their respective suppliers or licensors will have liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance. Except for breaches of Sections 3.2, 3.5, and 11 and payment obligations arising out of Section 10, neither Protocol Foods’s, Customer’s or their respective suppliers or licensors liability arising out of or related to this Agreement will exceed in aggregate the amounts paid or payable by Customer to Protocol Foods pursuant to this Agreement during the 12 months prior to the date on which the applicable claim giving rise to the liability arose under this Agreement. The waivers and limitations in this Section 9 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose.
Customer will defend Protocol Foods from and against any third-party claim to the extent resulting from Customer Data or Customer’s breach or alleged breach of Section 3.11, and will indemnify and hold Protocol Foods harmless against any damages and costs awarded against Protocol Foods (including reasonable attorneys’ fees) or agreed in a settlement by Customer resulting from the claim.
“Confidential Information” means information disclosed to the receiving party (“Recipient”) under this Agreement that is marked by the disclosing party (“Discloser”) as proprietary or confidential or, if disclosed orally, is designated as proprietary or confidential at the time of disclosure. Our Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Service.
As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 3.8; and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Protocol Foods is the Recipient, Protocol Foods may retain the Customer’s Confidential Information to the extent required to continue to provide the Services. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, (including, for Protocol Foods, the subcontractors referenced in Section 15.4) (collectively, “Representatives”), provided Recipient remains responsible for their compliance with this Section 11 and such Representatives are bound to confidentiality obligations no less protective than this Section 11.
These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the Recipient; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information.
Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 11.
Nothing in this Agreement prohibits either party from making disclosures, including of Customer Data and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.
If Customer or its Users receive access to or use of Services or features thereof on a free or trial basis or as an alpha, beta, or early access offering (“Trials and Betas”), such access to or use is permitted only for Customer’s internal evaluation and testing purposes during the period designated by Protocol Foods. AT THE END OF SUCH PERIOD, IF CUSTOMER DOES NOT EARLIER TERMINATE, CUSTOMER’S USE WILL AUTOMATICALLY CONVERT TO A FULL 12-MONTH COMMERCIAL, PAID USE AT PROTOCOL FOODS’S THEN-CURRENT PRICES SET FORTH ON PROTOCOL FOODS’S PRICING PAGE. These Trials and Betas will be considered part of the Service and, subject to the remainder of this Section 12, all provisions of this Agreement relating to the Service will apply to these Trials and Betas. Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete, or include features that Protocol Foods may never release, and their features and performance information are deemed to be Protocol Foods’s Confidential Information. Protocol Foods may suspend Customer’s and its Users’ access to the Trials and Betas at any time. Customer’s and its Users’ use of Trials and Betas is at their own risk. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, PROTOCOL FOODS PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS AND BETAS, AND OUR LIABILITY FOR TRIALS AND BETAS WILL NOT EXCEED US $50.00.
Protocol Foods may modify this Agreement from time to time with notice to Customer. Modifications take effect at Customer’s next Subscription Term or Order unless Protocol Foods indicates an earlier effective date. If Protocol Foods requires modifications with an earlier effective date and Customer objects, Customer’s exclusive remedy is to terminate this Agreement with notice to Protocol Foods, in which case Protocol Foods will provide Customer a refund of any pre-paid Fees for the terminated portion of the current Subscription Term. To exercise this termination right, Customer must notify Protocol Foods of its objections within 30 days after Protocol Foods’s notice of the modified Agreement. Once the modified Agreement takes effect Customer’s continued use of the Service constitutes its acceptance of the modifications. Protocol Foods may require Customer to click to accept the modified Agreement.
Protocol Foods may use Customer’s name and logos as a reference for marketing or promotional purposes on Protocol Foods’s website and in other communication with existing or potential customers, subject to any written trademark policies Customer may provide to Protocol Foods in writing with reasonable advanced notice. Neither party will issue any press release or publish or disseminate any white papers or case studies describing the activities taking place under this Agreement without the other party’s prior written consent, not to be unreasonably withheld and may be solicited and given by email.
This Agreement, including the Privacy Policy and any other agreements expressly incorporated by reference into this Agreement, are the entire and exclusive understanding and agreement between Customer and Protocol Foods regarding your use of the Service. Customer may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without Protocol Foods’s prior written consent. Protocol Foods may assign this Agreement and all rights granted under this Agreement, including with respect to your Customer Data, at any time without notice or consent. The failure to require performance of any provision will not affect Protocol Foods’s right to require performance at any other time after that, nor will a waiver by Protocol Foods of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, pandemic, epidemic, health emergency, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster. Throughout this Agreement the use of the word “including” means “including but not limited to.” If any part of this Agreement is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts having jurisdiction over San Francisco County, California, and both parties submit to the personal jurisdiction of those courts.
Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, blockade, war, pandemic, act of terrorism, riot, internet or utility failures, refusal of government license, or natural disaster.
Protocol Foods may use subcontractors and permit them to exercise Protocol Foods’s rights, but Protocol Foods remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.
TThe parties are independent contractors, not agents, partners, or joint venturers.
Customer will comply with all relevant U.S. and foreign export and import Laws in using any Service. Customer: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (b) agrees not to access or use the Service in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to the Service any information controlled under the U.S. International Traffic in Arms Regulations.
The Software may incorporate third-party open source software (“OSS”), as listed in the applicable documentation or otherwise disclosed by Protocol Foods in writing. To the extent required by the OSS license, that license will apply to the OSS on a stand-alone basis instead of this Agreement.
Elements of the Services are commercial computer software. If the Customer or User of the Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Services were developed fully at private expense. All other use is prohibited.
If there are inconsistencies or conflicts between the terms of the body of this Agreement and the terms of any exhibits, attachments, addenda, and other documents attached to or incorporated by reference in this Agreement, the order of precedence is as follows: (a) the terms contained in an Order; (b) the terms contained in the body of this Agreement; (c) the terms of the exhibits, attachments, and addenda to this Agreement; and (d) the applicable documentation.
Customer’s use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that Protocol Foods may post on or link to from the Service (“Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, this Agreement.
By using the Service, Customer consents to receiving certain electronic communications from Protocol Foods as further described in Protocol Foods’s Privacy Policy. Please read Protocol Foods’s Privacy Policy to learn more about Protocol Foods electronic communications practices. Customer agrees that any notices, agreements, disclosures, or other communications that Protocol Foods sends to Customer electronically will satisfy any legal communication requirements, including that those communications be in writing.
The Service is offered by Protocol Foods, Inc., located at 1520-D Cloverfield Blvd, Santa Monica, CA 90404. Customer may contact Protocol Foods by sending correspondence to that address or by emailing Protocol Foods at support@protocolfoods.com.
If Customer are a California resident, then under California Civil Code Section 1789.3, Customer may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
This Section 15.14 only applies to the extent Customer are using Protocol Foods’s mobile application on an iOS device. Customer acknowledges that this Agreement are between Customer and Protocol Foods only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Service or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to the Service. If the Service fails to conform to any applicable warranty, Customer may notify Apple, and Apple will refund any applicable purchase price for the mobile application to Customer. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Service. Apple is not responsible for addressing any claims by Customer or any third party relating to the Service or Customer possession and/or use of the Service, including: (a) product liability claims; (b) any claim that the Service fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Service and/or y’s possession and use of the Service infringe a third party’s intellectual property rights. Customer agrees to comply with any applicable third-party terms when using the Service. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Customer as a third-party beneficiary of this Agreement. Customer hereby represent and warrant that: (i) Customer are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) Customer are not listed on any U.S. Government list of prohibited or restricted parties.