Terms and Conditions

OVERVIEW 

Welcome to the user agreement platform for the services offered by FoodChain Technologies, Inc. (“FoodChain”, “we,” “our” or “us”).  The following terms and conditions (the “Terms”) govern your access to and/or use of the FoodChain site and FoodChain services, and Software products available at and/or through the site and other services (collectively, the “Services”).

By visiting our site and/or purchasing software and other Products from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “TOS”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content. 

 

Please read these Terms of Service carefully before accessing or using our site. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the site or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service. 

 

Any new features or tools which are added to the current software shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the site following the posting of any changes constitutes acceptance of those changes. 

 

ACCEPTANCE OF TERMS

The Services are offered subject to your acceptance of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, FoodChain Inc. Privacy Policy and SaaS Agreement), and procedures that may be published from time to time by FoodChain related to the Services, which shall be incorporated herein by reference.  By accessing, registering for, and/or using the Services in any manner you agree to the Terms.  If you do not agree to the Terms, do not use the Services.

 

  1. Using the Site.

 

(a) Eligibility. Except as expressly provided below, the Site may only be used by individuals and entities who can form legally binding contracts under applicable law. No person under the age of 18 may use the Site without the supervision of a parent or legal guardian. Your use of the Site will be deemed to be a representation that you are 18 years of age or older or using the Site with the permission of your parent or guardian. We require that all purchases be made either (i) by individuals 18 years of age or older or (ii) by minors given verifiable permission by their parent or legal guardian to purchase items on the Site.

 

(b) License and Restrictions. Subject to the terms and conditions of this TOS, you are hereby granted a limited, non-exclusive right to use the content and materials on our Site in the normal course of your use of the Site. We will retain ownership of our intellectual property rights and you will not obtain any rights therein by virtue of this TOS or otherwise, except as expressly set forth in this TOS. You will have no right to use, copy, display, perform, create derivative works from, distribute, transmit or sublicense materials or content available on the Site, except as expressly set forth in this TOS.

 

(c) Prohibited Conduct. In your use of the Site, you may not: (i) infringe any patent, trademark, trade secret, copyright, right of publicity or other right of any party; (ii) disrupt or interfere with the security or use of the Site or any Sites linked to the Site; (iii) interfere with or damage the Site, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial of service attacks, packet or IP spoofing, forged routing or electronic mail address information, or similar methods or technology; (iv) impersonate another person or entity, misrepresent your affiliation with a person or entity, including (without limitation) us, or use a false identity; (v) attempt to obtain unauthorized access to the Site; (vi) engage, directly or indirectly, in transmission of “spam,” chain letters, junk mail or any other type of unsolicited solicitation; (vii) collect, manually or through an automatic process, information about other users or the Site without their or our express written consent; (viii) submit false or misleading information to us; (ix) violate any law, rule, or regulation; (x) engage in any activity that interferes with any third party’s ability to use or enjoy the Site; or (xi) assist or encourage any third party in engaging in any activity prohibited by this TOS.

 

  1. Your Content.

(a) License. By posting, storing, or transmitting any content on or to the Site, you hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sub-licensable, right and license to use, copy, display, perform, create derivative works from, distribute, have distributed, transmit and sublicense such content in any form, in all media now known or hereinafter created, anywhere in the world. You hereby irrevocably waive any claims based on moral rights or similar theories, if any.

 

(b) Objectionable Content. We do not have the ability to control the nature of the user-generated content offered through the Site. You are solely responsible for your interactions with other users of the Site and any content that you post. We will not be liable for any damage or harm resulting from any content or your interactions with other users of the Site. We reserve the right, but have no obligation, to monitor interactions between you and other users of the Site and take any other action to restrict access to or the availability of any material that we or another user of the Site may consider to be obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable (because it violates this TOS).

 

  1. Accuracy of Information. We attempt to ensure that the information on the Site is complete and accurate; however, this information may contain typographical errors, pricing errors, and other errors or inaccuracies. We assume no responsibility for such errors and omissions, and reserve the right to: (i) revoke any offer stated on the Site; (ii) correct any errors, inaccuracies or omissions; and (iii) make changes to prices, content, promotions, product descriptions or specifications, or other information on the Site.

 

  1. Sales Tax. If you purchase any product(s) using the Site, you will be responsible for paying any sales tax indicated on the Site. 

 

  1. Shipping Limitations. When you place an order for any product(s) using the Site, we will ship the product(s) to the address designated by you. Risk of loss and title for the product(s) pass to you upon delivery of the product(s) to the carrier. You are responsible for filing any claims with carriers for damaged or lost shipments. 
  2. Cancellation/Refund Policy. 

FoodChain offers full refunds for any products purchased within the last 14 days. Any refund requests made after 14 days of purchase will not qualify for a refund. Please contact us if you have any questions.

  1. Fraud. We reserve the right, but undertake no obligation, to actively report and prosecute actual and suspected credit card fraud. We may, in our discretion, require further authorization from you such as a telephone confirmation of your order and other information. We reserve the right to cancel, delay, refuse to ship, or recall from the shipper any order if fraud is suspected. We capture certain information during the order process, including time, date, IP address, and other information that will be used to locate and identify individuals committing fraud. If any Site order is suspected to be fraudulent, we reserve the right, but undertake no obligation, to submit all records, with or without a subpoena, to all law enforcement agencies and to the credit card company for fraud investigation. We reserve the right to cooperate with authorities to prosecute offenders to the fullest extent of the law.
  2. Security. We employ measures designed to ensure the security of the Site, but, as provided below, make no guarantees in this regard.
  3. International Users. The Service is controlled, operated and administered by FoodChain from our offices within the US. If you access the Service from a location outside the US, you are responsible for compliance with all local laws. You agree that you will not use the Content accessed through FoodChain in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
  4. Intellectual Property Rights.

(a) Copyright. All materials on the Site, including without limitation, the logos, design, text, graphics, other files, and the selection and arrangement thereof are either owned by us or are the property of our suppliers or licensors. You may not use such materials without permission. 

(b) Trademarks. You may not use any of our trademarks or trade names without our express written permission. 

 

  1. Third-Party Services. We may use third parties to provide certain services accessible through the Site and may provide links to third-party Sites. We do not control those third parties, their services, or their Sites. We will not be liable to you in any way for your use of such services or Sites. These third parties may have their own terms of use and other policies. You must comply with such terms and policies as well as these TOS when you use these services and Sites.
  2. Linking and Framing. You may not deep link to portions of the Site, or frame, inline link, or similarly display any of our property, including, without limitation, the Site. You may not use any of our logos or other trademarks as part of a link without express written permission. 
  3. Comments. All comments, feedback, suggestions, ideas, and other submissions that you disclose, submit or offer to us in connection with your use of the Site (collectively, “Comments”) will become our exclusive property. Such disclosure, submission or offer of any Comments shall constitute an assignment to us of all worldwide right, title and interest in all patent, copyright, trademark, and all other intellectual property and other rights whatsoever in and to the Comments and a waiver of any claim based on moral rights, unfair competition, breach of implied contract, breach of confidentiality, and any other legal theory. You will, at our cost, execute any documents to effect, record, or perfect such assignment. Thus, we will own exclusively all such right, title and interest and shall not be limited in any way in the use, commercial or otherwise, of any Comments. You should not submit any Comments to us if you do not wish to assign such rights to us. We are and will be under no obligation: (i) to maintain any Comments in confidence; (ii) to pay to you or any third party any compensation for any Comments; or (iii) to respond to any Comments. You are and shall remain solely responsible for the content of any Comments you make.
  4. Indemnification. You agree to hold us and our employees, representatives, agents, attorneys, affiliates, directors, officers, managers and shareholders (the “Indemnified Parties”) harmless from any damage, loss, cost or expense (including without limitation, attorneys’ fees and other costs) incurred in connection with any third-party claim, demand or action (“Claim”) brought or asserted against any of the Indemnified Parties arising from, related to, or connected with your use of the Site. If you are obligated to provide indemnification pursuant to this provision, we may, in our sole and absolute discretion, control the disposition of any Claim at your sole cost and expense. Without limitation of the foregoing, you may not settle, compromise or in any other manner dispose of any Claim without our consent.
  5. DISCLAIMERS, EXCLUSIONS AND LIMITATIONS.

(a) DISCLAIMER OF WARRANTIES. WE PROVIDE THE SITE ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT REPRESENT OR WARRANT THAT THE SITE, THE SERVICES, THE PRODUCTS, ITS USE, ANY INFORMATION ON IT: (I) WILL BE UNINTERRUPTED OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE. WE MAKE NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS TOS, AND HEREBY DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

 

(b) DISCLAIMER OF FORWARD-LOOKING STATEMENTS. THIS SITE MAY CONTAIN FORWARD-LOOKING STATEMENTS THAT REFLECT OUR CURRENT EXPECTATION REGARDING FUTURE EVENTS AND BUSINESS DEVELOPMENT. THE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES. ACTUAL DEVELOPMENTS OR RESULTS COULD DIFFER MATERIALLY FROM THOSE PROJECTED AND DEPEND ON A NUMBER OF FACTORS, SOME OF WHICH ARE OUTSIDE OUR CONTROL. 

(c) PRODUCTS. ALL PRODUCTS ARE SUBJECT ONLY TO ANY APPLICABLE WARRANTIES OF THEIR RESPECTIVE MANUFACTURERS, DISTRIBUTORS, AND SUPPLIERS, IF ANY, PROVIDED IN THE LICENSE AGREEMENT. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE HEREBY EXPRESSLY DISCLAIM ALL LIABILITY FOR PRODUCT DEFECT OR FAILURE, CLAIMS THAT ARE DUE TO PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, NON-COMPLIANCE WITH ANY CODES, OR MISAPPROPRIATION. 

(d) EXCLUSION OF DAMAGES. WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE SITE OR PRODUCTS, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING.

(e) LIMITATION OF LIABILITY. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING FROM, RELATING TO, OR IN CONNECTION WITH THIS TOS (INCLUDING, WITHOUT LIMITATION, CLAIMS RELATING TO THE SITE, OR THE PRODUCTS) EXCEED THE AMOUNT THAT YOU PAID FOR THE PRODUCTS.

  1. Force Majeure. We will not be liable for failing to perform under this TOS because of any event beyond our reasonable control, including, without limitation, a labor disturbance, an Internet outage or interruption of service, a communications outage, failure by a service provider to perform, fire, terrorism, natural disaster or war.
  2. Disputes. we shall try to resolve any disputes with you quickly and efficiently. If we cannot resolve a dispute using our internal complaint handling procedure and either of us want to take court proceedings, the relevant courts of Atlanta will have exclusive jurisdiction in relation to this contract. The laws of US will apply to this contract.

In the event of a dispute between us, you and us agree not to engage in any conduct or communications, including on social media, designed to disparage us or our website, products and services.

  1. Resolving Problems. In the unlikely event that there is a problem with the services and/or Software, please contact us as soon as possible and give a reasonable opportunity to sort out any problems with you and reach a positive outcome. We may at our option vary or re-perform the services if there is a problem and the terms of this agreement will apply to any re-performed services. If you are buying services from us nothing in this contract affects your legal rights under the Consumer Rights Act (also known as ‘statutory rights’). You may also have other rights in law.
  2. Limitation of Actions. You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, relating to, or connected with your use of the Site, must be filed within one calendar year after such claim or cause of action arises, or forever be barred.
  3. Changes to the Site. We may, in our sole discretion, change, modify, suspend, make improvements to or discontinue any aspect of the Site, temporarily or permanently, at any time without notice to you, and we will not be liable for doing so. We may at any time modify any relevant terms and conditions, policies or notices. You acknowledge that by visiting the Site from time to time, you shall become bound to the current version of the relevant terms and conditions and, unless stated in the current version, all previous versions shall be superseded by the current version. You shall be responsible for reviewing the current version of these terms and conditions each time you visit the Site.
  4. Termination. We will have the right to terminate your access to the Site if we reasonably believe you have breached any of the terms and conditions of this TOS. Following termination, you will not be permitted to use the Site and we may, in our discretion, cancel any outstanding Product Orders. If your access to the Site is terminated, we reserve the right to exercise whatever means we deem necessary to prevent unauthorized access to the Site, including, but not limited to, technological barriers, IP mapping, and direct contact with your Internet Service Provider. This TOS will survive indefinitely unless and until we choose to terminate it, regardless of whether any account you open is terminated by you or us or if you have the right to access or use the Site.
  5. Integration. This TOS contains the entire understanding between you and us regarding the use of the Site, and supersedes all prior and contemporaneous agreements and understandings between you and us relating thereto. 
  6. Additional Terms. This TOS will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of Atlanta, without regard for conflict of law principles. This TOS and all of your rights and obligations under them may not be assignable or transferable by you without our prior written consent. No failure or delay by a party in exercising any right, power or privilege under this TOS will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this TOS. The invalidity or unenforceability of any provision of this TOS will not affect the validity or enforceability of any other provision of this TOS, all of which will remain in full force and effect.





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