Terms of Service

Acceptance of the Terms of Service

These terms of service ( "Agreement") are entered into by and between you and NORMAL NARWHAL LLC DBA Eat Fresh Tech, ("Eat Fresh Tech", "We", "Us", "Our").

The following terms and conditions govern your access to and use of (1) any content, functionality, and services offered on or through eatfresh.tech or localfresh.store or localmealprep.com or any other domain or subdomain owned, managed, or operated by Eat Fresh Tech ("the Website"), (2) any software built, developed, or managed by Eat Fresh Tech or associated partners (“the Software”), and (3) your access, use, or purchase of any Eat Fresh Tech services or service platforms (“the Services”, “the Service Platforms”). The Website, the Software, and the Service Platforms are collectively referred to as the "Services".

Please read this Agreement carefully before you start to access, purchase, or use the Services. By accessing or using all or any portion of the Services, you accept and agree to be bound and abide by all the terms and conditions of this Agreement and our Privacy Policy, incorporated herein by reference. You agree that this agreement is enforceable like any written negotiated agreement signed by you. If you do not agree to this Agreement or the Privacy Policy, you must not access or use the Services and must contact Eat Fresh Tech to terminate your license.

Changes to the Agreement

We may revise and update this Agreement from time to time at our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. We will notify you by contacting you through the email address you provide when accessing or registering for the Services of any material changes to this Agreement.

Your continued use of the Services following the posting of the revised Agreement means that you accept and agree to the changes. You are expected to check this page to remain aware of any changes, as they are binding on you.

If you do not want to agree to, or do not meet all of the eligibility requirements of, future revisions of this Agreement or the Privacy Policy, you may cease accessing or using the Services and may contact us at support@eatfresh.tech to have your License terminated.

1. Definitions and Eligibility

1.1 Definitions

In addition to the above-mentioned definitions, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:

"Software" means the web-based application and related software and service platforms, accessible to You pursuant to this Agreement and licensed to You by Eat Fresh Tech.

"Use" or "Using" means to access or otherwise benefit from using the functionality of the Software in accordance with the Documentation.

"Licensor" means Normal Narwhal LLC (“Eat Fresh Tech”).

“Licensee” means You, the purchaser or user of the Software.

"Permitted Number" means One (1) Kitchen Location, unless otherwise indicated under a valid license (e.g. volume license) granted by Eat Fresh Tech.

1.2 Eligibility

The Services are offered and available to users who are over the age of 18, have never been removed from the service, and whose registration and use is in compliance with all applicable laws. By accessing and using this Service, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

2. Software License

The Software is a proprietary product of Eat Fresh Tech and is licensed (not sold) to Licensees for their Use only under the terms of this Agreement.

In consideration of Your payment of the setup and license fees set forth below and Your compliance with the terms of this Agreement, Eat Fresh Tech grants to you a non-exclusive and non-transferable license to Use the Software for the purposes described herein.

2.1 General Use

You may access and Use the Software, up to the Permitted Number of domains for Use at the Permitted Number of kitchens or similar establishments. A separate License is required for any usage of the Software in excess of the Permitted Number.

The Software is a platform developed to enable a meal-prep business owner to manage and operate their meal prep business as it relates to internet orders and customer utilization and software management. The software is equipped with various features including, but not limited to:

• Ordering system
• Secure and simple payments
• Taxes & Fees
• Admin Backend Dashboard
• Self-serve customer account page
• Automatic Transactional Emails
• Reporting Options
• Labels and Packing Slips
• Content management
• Pickup / Dropoff Locations
• Delivery Regions & Fees
• Delivery confirmations

2.2 Use of Software

A. Licensee Owned Data

All graphical data and logos uploaded by Licensee remains the property of Licensee, as between Eat Fresh Tech and Licensee (Licensee Data). You guarantee that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide to Eat Fresh Tech or upload to the Service Platform or otherwise use on or with the Software, are either owned by you, or that you have permission to use them. Licensee grants Eat Fresh Tech the right to use, publicly display and distribute the Licensee Data for purposes of performing under this agreement.

Licensee grants Eat Fresh Tech the right to use, publicly display and distribute the Licensee Data for purposes of performing under this agreement.

B. Contractor Access and Usage.

Licensee may allow its employees and contractors to access the Service in compliance with the terms of this agreement, which access must be for the sole benefit of Licensee. Licensee is responsible for the compliance with this agreement by its contractors.

C. Licensee Responsibilities

Licensee (i) must keep its passwords secure and confidential; (ii) is solely responsible for Licensee Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Eat Fresh Tech promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service’s Knowledge Base and applicable law.

D. Technical Support

Eat Fresh Tech must provide customer support for the Service under the terms of Eat Fresh Tech Licensee Support Policy (Support) and is incorporated into this agreement for all purposes.

2.3 Customization

This Agreement does not include the customization of the Software to You or Your business. Any additional customization and/or modifications requested by You shall be billed separately to You by Eat Fresh Tech at its customary rates and charges.

2.4 Pricing

A. Your License to Use the Software is contingent upon the successful payment of the amounts due under this Agreement or any other Agreement made between You and Eat Fresh Tech. Your failure to pay as required shall be considered a breach of this Agreement and may, at Eat Fresh Tech’s sole option, lead to either a temporary or permanent revocation of this License and may subject You to further civil and criminal liability.

B. Prices are exclusive of all taxes. Licensee shall pay any taxes, tariffs, duties, and other charges or assessments imposed or levied by any government or governmental agency at any time in connection with this Agreement and/or the Software, including, without limitation, any federal, provincial, state, and local sales, use, goods and services, value-added and personal property taxes on any payments due Licensor in connection with the Software or maintenance services provided hereunder, except for taxes based solely on the net income of Licensor.

2.4 Payment and Billing Information

A. Licensee must pay all fees for the selected plan and for any premium features on the specified due date, but if not specified then within 30 days of receipt of an invoice. Licensee is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.

B. If Eat Fresh Tech does not receive any payment on it’s monthly due date, then Eat Fresh Tech retains the right to shut down the site until payment is made. The Licensee agrees to pay a late fee equal to the lesser of (i) five percent (5%) of such overdue amount (including any prior late fees, if any) for every 10 days such payment remains outstanding or (ii) the maximum amount permitted to be charged under applicable law. Such late fee shall apply to any payment set forth on the order.

C. Licensee must provide us with a valid credit card. We will automatically charge you based on your chosen plan and additional services. We will share your account information with financial institutions and payment processing companies, namely, Stripe, including your submitted payment information, to process your purchase. Subscriptions to our plans are for fixed terms, and the associated fees payable are non-refundable. Depending on where you live, foreign exchange fees or differences in prices may apply, including because of exchange rates. We do not support all payment methods, currencies or locations for payment. If the payment method you use is no longer valid (such as a credit card that has expired) and you do not edit your payment information or cancel or downgrade your account to a plan that is free of charge, you authorize us to keep billing you for our Services and you remain responsible for uncollected amounts. If you owe us any unpaid fees, we may suspend your access to our Services without prior notice until you pay us in full. Your obligation to pay fees continues through to the end of the period in which your plan is canceled or downgraded. Whenever you increase your service level so that you are at a more expensive level, we may, at our sole discretion, require you to pay the difference in the subscription payment before the Services are delivered. Whenever you decrease your service level so that you are at a lesser expensive level, you will continue the service at the current level until the billing cycle has been completed at which time the new service level will begin. No refunds will be provided for decreasing your service level.

D. Auto-Renewal of Services. Services plans will renew automatically at the end of the term (which may be monthly or annually, depending on the plan you choose when you purchase our Services), and we will automatically bill you on renewal unless you cancel or downgrade our Services. Selection of additional services may be charged at the same time as your renewal, or at the time of use, or based on a custom schedule for the specific service.

E. You acknowledge that the amount billed may vary due to promotional offers, changes to your subscription or changes in applicable taxes or other charges, and you authorize us (or our third party payment processor) to charge your payment method for the corresponding amount.

F. Usage-based Fees

Some services (such as SMS notifications) will incur additional fees based on usage.

• All potential usage-based fees are outlined on our pricing page at https://eatfresh.tech/pricing.
• Usage-based fees may vary by plan and various discounts and incentives.
• Usage-based fees will be calculated at the end of the month and added to your next-month's invoice.
• You can view estimated fees from within the admin pages for enabled services.
• We aim to ensure that the fee estimations are as accurate as possible; however, if the estimated fee is incorrect, you are still responsible for paying the total amount due.

• Only pre-purchased SMS credits will be eligible for a discounted rate.
• Anyone can take advantage of available pre-pay discounts at any time.
• Credits purchased never expire.
• Companies in good standing may be able to pay post-usage (monthly for prior month), at the discretion of Eat Fresh Tech.
• For the purposes of the above, a company is considered in good standing if they are on an active monthly recurring plan with no payment issues for 90+ days.
• New companies, or anyone with a failed or missed payment, will be required to purchase credits before sending SMS messages.
• If segment credits have been pre-purchased, you will only be charged additionally if more segments were used than were available in your credit balance.

G. Processing & Application Fees

All transactions processed by the Software, including orders, payments, subscriptions, gift card purchases, and any others not listed, will incur a processing fee and an application fee. Processing fee is determined by the payment processor, and automatically deducted from each order at the time of the transaction. The primary payment processor is Stripe. See https://stripe.com/pricing to confirm current rates (rate as of Jan 2023 is 2.9% + 30c per transaction). The amount of the application fee, or "app fee," varies based on your plan, and will either be deducted automatically (if using Stripe), or billed at month end (if using an alternate payment processor).

Alternate payment processors and discounted fee rates are available on higher volume plans (typically 1000+ orders/month).

H. Refunds. We do not provide refunds for all or part of pre-paid subscription terms. This includes, but is not limited to the following circumstances:

• We do not provide refunds for partially used portions of subscription terms.
• We do not provide refunds for your failure to cancel or downgrade your subscription plan before it automatically renews.
• We do not provide a guaranteed service level agreement, "up time" or other measure of accessibility of the service, and will not be liable to provide refunds for any outages in Service, for any reason.
• We do not provide refunds related to changes in the available capabilities of features of the Services; we reserve the right to discontinue or add features at our sole discretion, at any point in time, with or without notice.
• We do not provide refunds for usage fees. This includes if you refund an order to a customer: the portion collected as a usage fee and/or a processing fee will not be refunded to you. You may choose to adjust your refund to the customer to acount for this, rather than refunding the full amount.
• We do not provide refunds for usage-based services such as SMS notifications.

I. Eat Fresh Tech may modify pricing for any plan or individual feature, from time to time, after 15 days’ advance notice to Licensee.

2.5 Referrals

As of 7 September 2023, referral incentives are no longer offered.

2.6 Disclaimer

EAT FRESH TECH DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCANTILE QUALITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES RELATED TO INFORMATION OR BUSINESS ADVICE PROVIDED, WARRANTIES RELATED TO OUTCOMES BASED ON INFORMATION OR ADVICE PROVIDED, WARRANTIES OR CONDITIONS ARISING BY STATUTE OR OTHERWISE IN LAW, OR WARRANTIES OF ANY PRODUCTS OR SERVICES PROVIDED BY THIRD PARTY VENDORS. WHILE EAT FRESH TECH TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, EAT FRESH TECH DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. LICENSEE UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND/OR SERVICES PROVIDED UNDER THIS AGREEMENT RESTS SOLELY WITH LICENSEE. SHOULD THE SOFTWARE OR PROGRAM PROVE DEFECTIVE, LICENSEE SOLELY ASSUMES THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION, INCLUDING WITHOUT LIMITATION ANY "DEBUGGING."

3. Intellectual Property Rights

A. The Software is the intellectual property of and is owned by Eat Fresh Tech.

The structure, organization, and code of the Software are the valuable trade secrets and confidential information of Eat Fresh Tech and its suppliers. The Software is protected by copyright and trade secret laws, including without limitation by United States Copyright Law, international treaty provisions, and applicable laws in the country in which it is being used. You may not copy the Software, except as set forth in Section 2 ("Software License"). Eat Fresh Tech retains ownership of and all rights in the Software and in any copy, derivative, or modification of the Software and/or its documentation, no matter by whom made. You agree that unauthorized copying, transfer, and/or distribution of the Software will cause great damage to Eat Fresh Tech, which damage is far greater than the value of the copies of the Software. It is expressly understood and agreed by You that nothing in this Agreement is intended to nor shall any provision(s) be construed to assign or transfer to You (or to require Eat Fresh Tech to assign or transfer to You) any of Eat Fresh Tech’s copyrights and other ownership rights, in both cases related to the Software and/or to Eat Fresh Tech’s proprietary information and/or trade secrets (“Eat Fresh Tech’s Confidential Information”).

You also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Software with another software program, and You have first requested Eat Fresh Tech to provide the information necessary to achieve such operability and Eat Fresh Tech has not made such information available. Eat Fresh Tech has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by Eat Fresh Tech or obtained by You, as permitted hereunder, may only be used by You for the purpose described herein and may not be provided, disclosed, transferred, assigned, or otherwise made available to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to the Eat Fresh Tech Licensee Support Department. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademarks owners' names. Trademarks can only be used to identify printed output produced by the Software and such use of any trademark does not give You any rights of ownership in that trademark. Except as expressly stated above, this Agreement does not grant You any intellectual property rights in the Software.

B. Reservation of Rights

The software, workflow processes, user interface, designs, know-how, and other technologies provided by Eat Fresh Tech as part of the Service are the proprietary property of Eat Fresh Tech and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Eat Fresh Tech. Licensees may not remove or modify any proprietary marking or restrictive legends in the Service. Eat Fresh Tech reserves all rights unless expressly granted in this agreement.

C. Restrictions

Licensee may not (i) sell, resell, rent, or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.

D. Aggregate Data

Licensee owns any intellectual property rights in and to its ingredient lists, recipes, and meals. Licensor cannot use, disclose or resell that information to any third party without Licensee’s written consent. Licensee does, however, grant to Licensor the right to access and use all or any portion of Licensee’s customer volume and data, purchasing habits and behaviors, order preferences, and/or customer contact information for any lawful purposes.

E. Judicial Process

In the event You receive a subpoena or other validly issued administrative or judicial process (i.e. deposition, interrogatories, requests for information or documents in legal proceedings, civil investigative demand or other similar process) requesting all or part of Eat Fresh Tech’s Confidential Information, You will undertake to provide reasonable notice to Eat Fresh Tech of such receipt, so that Eat Fresh Tech may seek to obtain a protective order or other reliable assurance that Eat Fresh Tech’s Confidential Information will be accorded confidential treatment. Thereafter, You shall be entitled to comply with such subpoena or other process to the extent permitted by law. If in the absence of a protective order or other remedy or the receipt of a waiver by Eat Fresh Tech, You are nonetheless legally compelled to disclose Eat Fresh Tech’s Confidential Information to any government agency, tribunal, or other party, or else stand liable for contempt or suffer other censure or penalty, You may, without liability hereunder, disclose Eat Fresh Tech’s Confidential Information to such government agency, tribunal or other party, without liability to Eat Fresh Tech.

4. Transfer

You may not, rent, lease, sublicense, transfer, assign or authorize all or any portion of the Software to be copied onto, transferred to, and/or otherwise used by any other user’s computer, except as may be expressly permitted herein.

5. Multiple Environment Software / Multiple Copies

If the Software supports multiple environments and/or platforms, the total number of domains, kitchens, and/or other establishments Using the Software may not exceed the Permitted Number of licenses per entity. You may not, rent, lease, sublease, sublicense, lend, copy or allow any other individual, company, organization, and/or entity to Use the Software, irrespective of any relationship that such other individual, company, organization, and/or entity has with You.

6. Ambiguities

Both parties and their attorneys have participated in the drafting of this Agreement and neither party shall be considered the “drafter” for the purpose of any statute, case, or rule of construction that might cause any provision to be construed against the drafter of the Agreement.

7. Export Rules

In addition, if the Software is identified as export controlled items under the Export Laws, You represent and warrant that You are not a citizen of, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that You are not otherwise prohibited under the Export Laws from receiving and/or Using the Software. All rights to Use the Software are granted on condition that such rights are forfeited if You fail to comply with the terms of this Agreement and/or if any of Your representations in this Agreement are false.

8. Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada. The parties agree not to commence any action, suit, or proceeding against the other or its affiliates or their employees, officers, directors, or shareholders in any jurisdiction other than the State of Nevada. Buyer hereby irrevocably (i) submits to the exclusive jurisdiction of any Nevada state or Federal court sitting in Clark County, Nevada, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in such Nevada state court or in such Federal court, and (iii) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association. The prevailing party in any such dispute shall be entitled to recover its reasonable attorney’s fees and costs.

9. Disclaimer & Limitation of Liability

A. THE SOFTWARE IS LICENSED (NOT SOLD). It is licensed to Licensee without either express or implied warranties of any kind, on an “as is” basis. Eat Fresh Tech makes no express or implied warranties to Licensee with regard to the Software, as to its performance, merchantability, fitness for any purpose or non-infringement of patents, copyrights, or other proprietary rights of others.

B. Neither Eat Fresh Tech nor anyone else who has been involved in the creation, production, testing, or delivery of this software shall be liable for any direct, incidental, or consequential damages, such as, but not limited to, loss of profits or benefits, resulting from the Use of the Software and/or arising out of any breach of any warranty, any server downtime and/or any Software “glitches.” If any of the provisions of this Agreement, or portions thereof, are invalid and/or unenforceable under any statute, regulation, or other rule of law, they are to be deemed omitted from this Agreement to the extent they are invalid and/or unenforceable. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which balance shall remain valid and enforceable according to its terms.

C. In no event shall Eat Fresh Tech be liable to Licensee if the Software and/or any server on which Licensee’s data is stored gets corrupted, infected by a virus, becomes the target of so-called malware, ransomware, keystroke logging, “hacking” and/or any other unauthorized and/or malicious access, denial of access, use, or other improper actions by a third party. If such an adverse event does occur, Licensee agrees to indemnify Licensor against all claims, demands, damages, losses, causes of action and the like which may arise from and/or relate to any such adverse event.

D. Licensee acknowledges that the Software requires Licensee’s use of “Stripe” (individually and collectively “Merchant Account”) for the financial transactions on Licensee’s website, and that account crediting, refunds, fraud protections, and the like for Licensee’s Merchant Account are controlled by the policies and procedures of those companies and Licensee’s bank(s). Licensee agrees to look solely to Licensee’s Merchant Account, Licensee’s bank(s) and/or Licensee’s customer(s) with regard to any issues that may arise concerning those accounts and/or Licensee’s customer transactions, including but not limited to payment processing, credits, refunds, and fraudulent purchases. Further, Licensee agrees to indemnify Licensor against all claims, demands, damages, losses, causes of action, and the like which may arise from and/or relate to any transaction(s) and/or attempted transaction(s) by, with and/or through Licensee’s Merchant Account and/or Licensee’s bank(s). Licensee understands that Eat Fresh Tech utilizes Stripe as its payment processor and that all transactions and fees are processed through the Stripe system. Eat Fresh Tech uses a customized integration with Stripe. Any fee associated with the usage of Stripe is found on their website at https://stripe.com/pricing.

E. Eat Fresh Tech is not liable for any indirect, special, incidental, or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits), even if it knows of the possibility of such damage or loss.

F. Eat Fresh Tech’s total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the amount paid by Licensee within the 3-month period prior to the event that gave rise to the liability.

10. General Provisions

This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by a writing signed by an authorized officer of Eat Fresh Tech. Updates may be licensed to You by Eat Fresh Tech with additional or different terms. This is the entire agreement between Eat Fresh Tech and You relating to the Software and it supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Software.

11. Notice To U.S. Government End Users

If You are acquiring the Software on behalf of any unit or agency of the United States Government, the following provision applies: The Software was developed exclusively at private expense and with no government funding; The Software is a trade secret of Eat Fresh Tech for all purposes of the Freedom of Information Act; The Software and Documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable, subject to limited utilization; and the Software and all copies of it, in all respects, are and shall remain proprietary to Eat Fresh Tech. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users: (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights are reserved under the copyright laws of the United States. Use, duplication or disclosure by the U.S. Government or any person or entity acting on its behalf is subject to restrictions for software developed exclusively at private expense, as set forth in the Department of Defense, Rights in Technical Data Computer Software clause at DFARS 252.227-7013 or any successor clause; and for all government agencies, the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 or any successor clause. Use of the Software shall be limited to the facility for which it was acquired. All other U.S. Government personnel Using the Software are hereby on notice that the Use of the Software is subject to restrictions which are the same as, or similar to, those specified above. For the U.S. Government End Users, Eat Fresh Tech agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence shall be incorporated by reference in this Agreement.

12. Cancelation and Termination of Services

You may cancel or downgrade your Services plan, provided it is in good standing, at any time by contacting Eat Fresh Tech. If you cancel (or downgrade) paid Services, you would not get refunded for any remaining time in your billing period that has been paid for, and we will continue to provide services until the end of the paid period. In that situation, you are not entitled to a refund.

We may refuse to provide service (including the Services) to anyone for any reason at any time. We may also immediately suspend or terminate your access to our Services for any reason, at any time, without notifying you in advance. If we terminate this Agreement because you violated any other part of this Agreement, you will not receive a refund for all or any unused portion of your plan term.

Pause Option

• It is at the sole discretion of Eat Fresh Tech to grant a pause in service. If for any reason your Services are paused, Eat Fresh Tech retains the right to turn your Services back on at any point without prior notice.
• A nominal maintenance fee may be charged during the extent of the time the Services are paused.
• You may not pause Services for any period greater than 12 months.

Cancelation Option

• To cancel, please provide notice of your desire to cancel in writing (email is acceptable), along with a future date for the site/services to be terminated.
• Upon the date of termination of site/services, all ongoing & future charges will cease immediately, and any outstanding credits or layaway payments will be forfeited.
• For a smooth transition, please provide a minimum of 14 days notice prior to requested termination date.

Transfer of Licensee Data

• Upon request, an export of Licensee data will be provided within 30 days of cancelation date
• Exported data will include
  • Customers (name, email, address, order history, plan purchase history)
  • Orders (date, amount, customer)
  • Plans (name, amount, credits)
  • Discounts (name, type, amount, usage history)
  • Menus (date range, meals included)
  • Meals (name, type, amount, all informational content)
  • Contact Form Submissions (name, email, date, message)
  • Payments (date, amount, customer)
  • Recipes (name, description, ingredients, portions)
  • Locations (name, address)
• Export will not include
  • Site code (including, but not limited to HTML, CSS, JS)
  • Site content (i.e. copy written for any page)
  • Email templates
  • Stripe data (you retain access to your Stripe account and can view/export at any time)
  • Custom reports, data views, or any backend admin views
• Export type
  • Data exported will be provided in separate CSV files

Transfer of Other Licensee Assets

• Any website domains that are owned by Licensee, or were purchased and managed by Eat Fresh Tech on behalf of Licensee, may be transferred to Licensee upon cancelation
• This includes for example, www.YourSite.com.
• This does not include subdomains on any Eat Fresh Tech site (for example, YourCompany.localfresh.store).
• Licensee issued subdomains will be deleted and no longer accessible to the public upon cancelation date; subdomains will be released and may be used in the future for another company with the same or similar name.
• To transfer your domain, create an account on the registrar of your choice (we recommend Namecheap), and request the transfer. We will provide the necessary auth code and confirmations to complete the transfer to your account.

Termination of Services

• Unless other arrangements are made, public-facing sites will be shut down on the requested cancelation date.
• Access to the backend admin will also be terminated on the cancelation date.
• Eat Fresh Tech will retain a copy of the Licensee database and maintain a local version of the site for dev access only for a minimum of 30 days after the cancelation date, to allow for export of Licensee data.
• After handoff of Licensee data, Eat Fresh Tech will retain an archived version of the site and data for up to 30 additional days (60 days from cancelation date). After this point, all Licensee data will be purged upon Licensee request.

Cancelation Charges

• Upon the date of termination of site/services, all ongoing & future automated charges will cease immediately, and any outstanding credits or layaway payments will be forfeited.
• If you are paid in full up to the termination date, no further charges will be invoiced.
• If the termination date is past your regular renewal date, you will be charged a prorated fee up to and including the requested termination date.
• If you cancel prior to full payment of startup costs outlined in this agreement, a final invoice will be issued and due immediately.
• If you have incurred any usage-based fees (such as for SMS notifications), any unpaid portion of these fees will be added to a final invoice that will be due immediately.
• Any account credits, whether pending or applied to your account, will be applied towards your final invoice.
• Any credits in addition to the total of any final invoice will be forfeited: account credits have no cash value and will not be paid out or otherwise reimbursed to you other than as a credit on any final invoice.

PLEASE NOTE - PAYMENT IN FULL OF ANY OUTSTANDING INVOICE IS A PREREQUISITE FOR RELEASE OF DOMAIN AND TRANSFER OF LICENSEE DATA.

13. Indemnity

If any third-party brings a claim against Eat Fresh Tech, or requires Eat Fresh Tech to respond to a legal process, related to Licensee’s acts, omissions, data or information within the Software, Licensee must defend, indemnify and hold Eat Fresh Tech harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim or request.

14. Other Terms

A. Entirety of this Agreement

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.

B. No Assignment

Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.

C. Independent Contractors

The parties are independent contractors with respect to each other.

D. Enforceability and Force Majeure.

If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation, force majeure events.

E. Feedback

By submitting ideas, suggestions, or feedback to Eat Fresh Tech regarding the Service, Licensee agrees that such items submitted do not contain confidential or proprietary information; and Licensee hereby grants Eat Fresh Tech an irrevocable, unlimited, royalty-free, and fully-paid perpetual license to use such items for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

F. Publicity

You agree to be identified as a customer of Eat Fresh Tech and that Eat Fresh Tech may refer to you by name, trade name, trademark, logo, and other proprietary marks or words, and may describe your business, in our marketing or publicity materials, on our website, and in press releases or other public statements. You hereby grant Eat Fresh Tech a nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use your name and any of your trade names, trademarks, logos, and other proprietary marks or words pursuant to this Section F.

G. Privacy

Please refer to our Privacy Policy (https://www.eatfresh.tech/privacy) for information about how we collect, use and disclose information about you.

H. Franchising

Any and all subsequent locations owned or franchised or otherwise associated to Licensee will also be subject to the terms of this agreement, unless a superseding agreement is agreed upon and signed by both parties.

15. Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party and do not alter any terms of this Agreement.

16. Severability & Enforceability

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included. The failure of any party at any time to require performance by the other party of a provision under this Agreement shall in no way affect the right of that party to thereafter enforce the same, or to enforce any of the other provisions of this Agreement; nor shall the waiver by any party of the breach of any provision hereof be taken or held to be a waiver of any subsequent breach of any such provision or as a waiver of the provision itself.

17. Compliance with Licenses

If You are a business or organization, You agree that upon request from Eat Fresh Tech or Eat Fresh Tech’s authorized representative, You will within five (5) days fully document and certify that Use of any and all Eat Fresh Tech Software at the time of the request is in conformity with Your valid licenses from Eat Fresh Tech.

18. Binding Effect

All rights, obligations, duties, restrictions and qualifications herein provided for shall insure to, and be binding upon, the parties hereto, each of their heirs, executors, administrators, legal representatives, successors and permitted assigns.

19. Waiver of Jury Trial

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO: (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. If You have any questions regarding this Agreement or if You wish to request any information from Eat Fresh Tech please use the address and contact information included with this product to contact Eat Fresh Tech.