EULA :: Food Supply IQ

End User License Agreement

Last updated: 07/21/2021

This End User License Agreement (this “EULA”) is entered into by and between You (“you” or “your”) and Supply Chain IQ, LLC (“Company,” “we,” “us,” or “our”). This EULA governs our use of data you choose to provide to us in the course of your use of our website, www.foodsupplyiq.com (our “Website”), and your use of data you receive from us via your subscription to our Website. This EULA, our Terms of Use (located at www.foodsupplyiq.com/terms-use), and our Privacy Policy (located at www.foodsupplyiq.com/privacy-policy) (collectively, our “Website Agreements”), together govern your use of our Website.

Acknowledgements.
1. You acknowledge that in order to use our Website, and to gain full benefit of your subscription to our Website, you will be required to provide us with certain data and metrics about your business. Any such data that you supply to us in response to specific queries or by filling out forms or data fields on our Website is referred to in this EULA as “Your Data”.
2. You acknowledge that, as a benefit of your subscription to our Website, you may receive certain data outputs from us, which may take the form of visualizations of Your Data or aggregations or compilations of Your Data with data submitted to us by other users. Any data output you receive from us in the course of your proper use of our Website consistent with the terms of our Website Agreements is referred to in this EULA as “Our Data”.

License.
1. You grant to us and our licensees, successors and assigns a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use Your Data, subject to the terms of this EULA, for our internal business purposes, which includes the right to create compilations and aggregations including Your Data, data provided to us by other subscribers to our Website, and data secured from outside sources; to create visualizations of Your Data, either alone or as part of such compilations or aggregations; and to create derivative works based upon Your Data. You acknowledge and agree that the license you grant to us under this Section 2.1 of this EULA expressly allows us to (a) claim copyright ownership in our original compilations, aggregations, visualizations, or derivative works including or based upon Your Data (collectively, “Derivative Works”) to the extent each such Derivative Work meets the minimum requirements for copyright protect as set forth in 17 U.S.C. § 102-103, and (b) sell, license, or otherwise use the Derivative Works subject only to the terms of this EULA.
2. We grant you a non-exclusive, non-transferable, non-sublicensable license to use Our Data for your legitimate internal business purposes only. This license is granted to you only with respect to that of Our Data that is directly delivered to you in the course of your proper use of our Website. No license is offered or granted to any portion of Our Data that is delivered to you by any party other than us, or any of Our Data that comes into your possession by reason of your use of our Website in contravention of any term of any of our Website Agreements, or otherwise as a result of any means other than your proper access to and use of our Website.
3. The parties acknowledge that this EULA supplements and does not supersede any non-disclosure or confidentiality agreements or provisions of other agreements between the parties as to Our Data, Your Data, and the Confidential Information (as defined below).

Intellectual Property Rights.
1. You acknowledge that, as between you and us, we own all right, title, and interest, including all intellectual property rights, in and to Our Data. You further acknowledge that: (a) Our Data is an original compilation protected by United States copyright laws; (b) we have dedicated substantial resources to collect, manage, and compile Our Data; and (c) Our Data constitutes our trade secrets. You acknowledge and agree that it will be considered a material breach by you under this Agreement if you contest any of our right, title, or interest in or to Our Data, including, without limitation, in a judicial proceeding anywhere throughout the world. Except as expressly stated in this EULA or otherwise agreed in writing, nothing in this EULA transfers ownership in, or grants any license to any intellectual property rights in Our Data.
2. We acknowledge that you, or the business you represent, may have copyright, trade secret, and other proprietary rights in and to Your Data.

Restrictions on Use. You may only use Our Data for your legitimate internal business purposes. Any other use of Our Data is prohibited unless otherwise previously agreed to in writing by us. You must not disclose, release, distribute, or deliver Our Data, or any portion thereof, to any third party without our prior written consent. Without limiting the foregoing and except as otherwise expressly set forth in this EULA, you shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of Our Data, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available Our Data; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source or individual components of Our Data or the methods used to aggregate or compile Our Data, in whole or in part; (iv) remove any proprietary notices included within Our Data; (v) publish, enhance, or display any compilation or directory based upon information derived from Our Data; or (vi) use Our Data in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

Reservation of Rights. We reserve all rights not expressly granted to you in this EULA. Except for the limited rights and licenses expressly granted under this EULA, nothing in this EULA grants, by implication, waiver, estoppel, or otherwise, to you or any third party, any intellectual property rights or other right, title, or interest in or to Our Data.

Fees. The license granted to you to access and use Our Data, and any other rights granted to you under this EULA, is expressly conditioned upon your continued payment of the subscription fees charged to you by us for your access to our Website. If at any time you fail to remit any subscription fee to us in full when due, we reserve the right to immediately suspend or terminate your access to our Website including your rights to receive Our Data under the terms of this EULA and any license provided herein. Following such a suspension or termination, we may, in our sole discretion, elect to reinstate your access to our Website and your license to use Our Data and other rights under this EULA upon receipt of the full subscription fee then due. All fees paid by you to us for access to Our Data or our Website are non-refundable. You acknowledge that our Website may be unavailable or inaccessible at any time, for any amount of time, and for any reason, that you may be unable to access Our Data during such periods of unavailability or inaccessibility, and that nothing under our Website Agreements, or any other agreement governing your access to or use of our Website, will entitle you to a refund of any portion of any fee you pay to us, or to any other form of compensation, as a result of such periods of unavailability or inaccessibility.

Term and Termination. This EULA is effective as of the date and time that your subscription to our Website begins and will remain in effect so long as you maintain an active subscription to our Website. This EULA will terminate immediately upon the cancellation, expiration, or termination of your subscription to our Website. Upon the termination of this EULA, all of your rights under this EULA shall immediately terminate, and your access to and use of Our Data must immediately cease. Notwithstanding the foregoing, the license granted to you under Section 2 of this EULA to use Our Data will survive the termination of this EULA solely with respect to that of Our Data delivered to you during the term of this EULA, and the license you grant to us under Section 2 of this EULA to use Your Data will survive the termination of this EULA with respect to that of Your Data that you delivered to us during the term of this EULA.

Representations and Warranties.
1. You represent and warrant to us that you are the sole owner of the Your Data, or, if you are not the sole owner, that you have full right and permission to grant us the license to Your Data granted under Section 2 above.
2. You represent and warrant to us that your entering of Your Data into our Website, and the resulting delivery of Your Data to us, does not constitute an infringement of any third party’s intellectual property, proprietary, or other rights.
3. You represent and warrant to us that Your Data, as provided to us, is accurate and complete with respect to each data point requested by us through our Website.
4. We represent and warrant to you that we have full right and permission to grant the license to Our Data under Section 2 of this EULA to you.

Disclaimer of Warranties. Our Data is provided “as is” and we hereby disclaim all warranties, whether express, implied, statutory, or otherwise. We specifically disclaim all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. We make no warranty of any kind that Our Data, or any products or results of its use, will meet your or any other person’s requirements, achieve any intended result, or be, accurate, complete, or error free.

Indemnification. You agree to indemnify and defend us, and to hold us harmless from and against any and all losses, damages, liabilities, or costs (including reasonable attorneys’ fees) (“Losses”) incurred by us resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that our use of Your Data infringes or misappropriates such third party’s US intellectual property rights, provided that we will promptly notify you in writing of the claim, cooperates with you, and allow you sole authority to control the defense and settlement of such claim. You further agree to indemnify us, hold us harmless, and, at our option, defend us from and against any Losses resulting from any Third-Party Claim based on your: (a) negligence or willful misconduct; or (b) use of Our Data in a manner not authorized by this EULA, provided that you may not settle any Third-Party Claim against us unless such settlement completely and forever releases us from all liability with respect to such Third-Party Claim or unless we consent to such settlement, and further provided that we will have the right, at our option, to defend ourself against any such Third-Party Claim or to participate in the defense thereof by counsel of our own choice.

Limitation of Liability. In no event will we be liable under or in connection with this EULA under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any (a) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages, (b) increased costs, diminution in value, or lost business, production, revenues, or profits, (c) loss of goodwill or reputation, (d) use, inability to use, loss, interruption, delay, or recovery of any data or breach of data or system security, or (e) cost of replacement goods or services, in each case regardless of whether we were advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable. in no event will our aggregate liability arising out of or related to this EULA, under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, exceed the total amounts paid to us under this EULA in the 12 month period preceding the event giving rise to the claim.

Confidential Information.
1. For purposes of this EULA, “Confidential Information” shall mean information related to the disclosing party’s business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether or not such information is marked, designated, or otherwise identified as “confidential.” Confidential Information includes Our Data. Confidential Information does not include information that, at the time of disclosure: (a) is in the public domain; (b) is known to the receiving party; (c) has been rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) has been independently developed by the receiving party.
2. You and we acknowledge that in order to make use of our Website, you will be required to provide Your Data to us. You and we further acknowledge that Your Data may include or incorporate your, or your employer’s, Confidential Information. Without limiting the foregoing, for purposes of this EULA, Your Data will be deemed your Confidential Information. We agree to hold your Confidential Information in confidence and to not disclose your Confidential Information to any person or entity, subject to the following exceptions:
  1. We may disclose your Confidential Information, as incorporated into Your Data, to our employees and independent contractors who have a need to know Your Data to provide you with Our Data and the services offered by our Website.
  2. We may use your Confidential Information, as incorporated into Your Data, in the creation of Our Data by aggregating Your Data with data provided to us by other subscribers to our Website. We may disclose your Confidential Information, only as so aggregated, to other subscribers to our Website. When we disclose your Confidential Information in such a manner, we agree not to associate your, or your employer’s identity with your Confidential Information in any way, and will take all reasonable steps to ensure that any such aggregation incorporating Your Data is fully anonymous as to the source of the individual data incorporated into such data aggregation.
  3. We may disclose your Confidential Information to the limited extent required (a) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that, to the extent allowable and practicable, we will first give you written notice sufficiently far in advance to permit you to seek a protective order; or (b) to establish our rights under this EULA, including to make required court filings.
3. You and we acknowledge that, pursuant to your subscription to our Website, you may receive Our Data. You and we further acknowledge that Our Data may take the form of an aggregation of Your Data or data provided by other subscribers to our Website, and that such forms of Our Data may incorporate, on an anonymous basis, Confidential Information of other subscribers to our Website. In order to ensure the protection of Confidential Information of other subscribers to our Website, you agree not to disclose Our Data to any individual or entity, except that you may disclose Our Data to employees, independent contractors, or consultants of the business you represent (collectively, “Representatives”) on a need-to-know basis for your business’s legitimate internal business purposes only, so long as each such Representative receiving Our Data has agreed to or is bound under the same obligations of confidentiality as you are under this EULA. You further agree not to attempt to discern or otherwise learn the identity of any other party whose data may be incorporated into Our Data as provided to you.

Miscellaneous.
1. Entire Agreement. Our Website Agreements constitute the sole and entire agreement between you and us regarding our Website, Your Data, and Our Data, and, except as specified herein, supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
2. Waiver and Severability. No waiver by us of any term or condition set out in this EULA shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and our failure to assert a right or provision under this EULA shall not constitute a waiver of such right or provision. If any provision of this EULA is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this EULA will continue in full force and effect.
3. Governing Law and Jurisdiction. All matters relating to this EULA, and any dispute or claim arising therefrom or related thereto, shall be governed by, and construed in accordance with, the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, this EULA shall be instituted exclusively in the federal courts of the United States or the courts of the State of Illinois, in each case located in the City of Chicago and County of Cook, although we retain the right to bring any suit, action, or proceeding against you for breach of this EULA in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
4. Cumulative Remedies. All rights and remedies provided in our Website Agreements are cumulative and not exclusive, and the exercise by us of any right or remedy does not preclude the exercise by us of any other right or remedy that may be available to us under any of our Website Agreements, at law, in equity, by statute, or otherwise.