These Terms of Use (“Terms”) are a binding contract between you, an individual user (“you” or “User”) and Food Origin, Inc. (“Food Origin”, “we” or “us”) governing your use of the website www.foodorigin.com (the “Site”) and your use of any services or products offered by Food Origin through the Site (collectively, the “Service”).  You should read these Terms carefully.  By accessing or using the Service or the Site, you agree that you have read, understood and agree to be bound by these Terms.  If you are using the Service on behalf of an organization, you represent that you have the right to bind such organization to these Terms, and the terms “User” and “you” will include both you, the individual user, and such organization.  If you do not agree to these Terms, you must not use the Site or Service.

 

THESE TERMS CREATE A BINDING LEGAL AGREEMENT BETWEEN YOU AND FOOD ORIGIN. PLEASE READ THESE TERMS CAREFULLY.

 

1. Nature of the Service.  Food Origin is a software product which records traceability information of foods across the supply chain.

2. Registration.  The Service may require you to log in and create an account.  When you register for an account, you may be required to provide us with some information about yourself, such as your first name, last name, email address or other contact information.  We may also request additional information from you.  You represent and warrant to us that you will provide us with accurate, current and complete registration information.  You are responsible for your registration, and for all use of the Service using any User credentials or passwords issued to you or chosen by you.  You will keep all such credentials and passwords confidential.

 

1. User Content.  Certain features of the Service may permit users to upload content to the Site and Service, including comments, photos, video, images, data, text, screenshots and other types of works (“Your Content”). You retain your rights in Your Content, subject to the rights granted below.  You hereby grant and agree to grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, transferable license, with the right to sublicense through multiple tiers, to copy, edit, modify, adapt, publish, transmit, distribute, prepare derivative works, perform, display, use, and otherwise exploit in any manner, Your Content (a) in connection with operation and promotion of the Service, and (b) in connection with any other purposes reasonably related to the Service or our business.  To the extent reasonably necessary or appropriate to effect or support the license granted by you above and to the extent you are able to do so, you hereby waive and agree to waive any rights of privacy or publicity, or any moral rights or other similar rights, with respect to Your Content.

 

You represent and warrant that you own all proprietary rights in Your Content or, with respect to any of Your Content you do not own, that you have the full authority and right to create, upload, store and/or transmit Your Content, and to grant the licenses and rights you have granted in these Terms, and that your creation, uploading, storage and/or transmission of Your Content, and the exercise by us and other Users of the licenses and rights granted by you, shall not infringe any third party intellectual property or proprietary rights, nor violate any rights of privacy or publicity, nor be defamatory, libelous, vulgar, profane or obscene, nor violate any law or other right, privilege or interest of any third party.

We do not control Your Content, and we are not responsible for its content, accuracy or reliability.  We are under no obligation to edit or control Your Content, although we reserve the right to review, and take certain actions with respect to, Your Content in accordance with this Agreement, including the Privacy Policy (as defined below).

 

On termination of your account, or these Terms, we have no obligation to return any of Your Content to you, so you should retain copies of all of Your Content.

 

In addition to and without limiting any other rights herein (including in the Privacy Policy), you also grant us the rights to (i) de-identify Your Content (i.e., to remove your name and other identifying characteristics, consistent with applicable laws and regulations), (ii) use or disclose de-identified data for any purpose, and (iii) allow us to share de-identified data with third parties.

 

1. Our Ownership Rights.  The Service, including all aspects of the Site (including Our Property, as defined below), is the property of, and owned by, Food Origin, Inc. and its licensors.  All the software, algorithms, functionality, inventions, concepts, text, images, sound, music, videos, marks, logos, compilations, content and technology used to deliver the Service or otherwise embodied in or displayed through the Site or Service are “Our Property.”   Except as otherwise expressly permitted by these Terms, any use, copying, making derivative works, transmitting, posting, linking, deep linking, framing, redistribution, sale, decompilation, modification, reverse engineering, translation or disassembly of Our Property is prohibited.  You acknowledge that Our Property has been created, compiled, developed and maintained by us at great expense of time and money such that misappropriation or unauthorized disclosure or use of Our Property by others for commercial gain would unfairly and irreparably harm us in a manner for which damages would not be an adequate remedy, and you consent to our obtaining injunctive relief to restrain any breach or threatened breach of these Terms, without any requirement to post bond.  You may be subject to criminal or civil penalties for violation of this paragraph.

 

The mark [Food Origin] and any associated logos, are our registered or unregistered trademarks or service marks.  You may not use them, or any of our other marks or logos, in any manner, including any use that is likely to cause confusion or that disparages or discredits us, without our consent.  The Service may also feature the trademarks, service marks, and logos of third parties, and each owner retains all rights in such marks.  Any use of such marks, or any others displayed on the Service, will inure solely to the benefit of their respective owners.

 

Subject to the terms and conditions herein, we grant you the non-exclusive, limited, revocable right to access and use Our Property solely to the extent necessary for you to use the Service for your own non-commercial purposes, as permitted by these Terms.  We reserve all other rights.  For clarity and without limiting other obligations herein, Users shall not distribute or otherwise commercialize Our Property.

 

1. Use of the Service. 

 

Online.  You must comply with any rules and policies about use of the Service that we publish from time to time.  These rules and policies will be available on the Site.  Certain features, pages or content within the Service may contain supplemental terms of use, to which you must agree in order to use the relevant features, pages or content.

 

Subject to the terms and conditions herein, you are permitted to use the Service solely for your own purposes.  

                                                             

You must not (a) collect, upload, or make available Your Content if you do not have the right to do so; (b) collect, upload or make available Your Content or use the Service in any way that would violate any law or the rights of any person; (c) impersonate any person or entity, or forge or manipulate headers to disguise the origin of any of Your Content; (d) except as otherwise expressly permitted by these Terms, harvest or otherwise collect information about others from the Service; (e) take any action that imposes or may impose an unreasonable or disproportionately large load on the Service or its infrastructure, or bypass any measures we may use to prevent or restrict access to any portion of the Service (or other accounts, networks or service connected thereto); (f) use manual or automated software, devices, or other processes to “crawl”, “scrape” or “spider” any of the Service or otherwise to copy, obtain, propagate, distribute or misappropriate any information or other content from the Service, including any of Our Property; (g) distribute or otherwise make available any information or other content obtained through the Service to any third party, except as expressly permitted herein; (h) otherwise interfere in any manner with the use or operation of the Service; or (i) use the Service in the development, directly or indirectly, of any product, software or service that offers any functionality substantially similar to, or competitive with, the Service. 

 

Your Content must not: (i) be libelous, vulgar, defamatory, threatening, abusive, scandalous, obscene, pornographic or unlawful or encourage a criminal offense; (ii) contain material from other copyrighted works without the written consent of the owner of such copyrighted material; (iii) infringe any copyright or violate any property rights, rights of privacy or publicity, or any other rights of any third party; (iv) contain any software viruses, malware, spyware or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; or (v) except as otherwise expressly permitted by us in writing, contain any advertising, promotional, solicitation or other commercial material.

 

We reserve the right (but are under no obligation) to investigate any claim that Your Content or use of the Service does not conform to the terms and conditions of these Terms, and to remove Your Content from the Service or terminate your account for breach of these Terms. 

 

1. Customer Reviews and Feedback.  We encourage you to post reviews of the Service.  We reserve the right to promote, reject, remove or edit such content at any time without notice.  Reviews should not be posted that contain: harsh, profane or discriminatory language; illegal, obscene, threatening, defamatory or otherwise objectionable content; URLs, phone numbers, mailing or e-mail addresses, personal attacks on Food Origin or its personnel, misleading information regarding the origin of the content; or a discussion of our policies or services.  You understand and agree that Food Origin may, but is not obligated to, review the content and may delete or remove it (without notice) in our sole and absolute discretion, for any reason or no reason. 

If you provide to us (directly or indirectly, and by any means) any comments, feedback, suggestions, ideas, or other submissions related to the Service (collectively "Feedback"), the Feedback will be the sole property of Food Origin.  We will be entitled to use, reproduce, disclose, publish, distribute, and otherwise exploit in any manner, all Feedback, without restriction and without compensating you in any way. We are and shall be under no obligation to maintain any Feedback in confidence, or to respond to any Feedback.

 

1. Warranty Exclusions and Limitations of Liability. THE SERVICE AND ALL CONTENT ASSOCIATED THEREWITH AND ANY OTHER FEATURES ASSOCIATED WITH THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.  FOOD ORIGIN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE AND ALL CONTENT ASSOCIATED THEREWITH AND ANY OTHER FEATURES ASSOCIATED WITH THE SERVICE.  FOOD ORIGIN DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE AND ALL CONTENT ASSOCIATED THEREWITH, ANY OTHER FEATURES ASSOCIATED WITH THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FOOD ORIGIN MAY ELIMINATE OR OTHERWISE MODIFY ANY OR ALL ASPECTS OF THE SERVICE WITHOUT COMPENSATION OR NOTICE TO YOU.  Without limiting the foregoing, Food Origin assumes no liability or responsibility for any of the following (except in the case of gross negligence or willful misconduct on the part of Food Origin): (i) errors or omissions in the content delivered by the Service or on the Site or user interfaces; (ii) recommendations or advice of Food Origin’s customer service; (iii) any failure or interruption in the availability of the Service and/or Site or user interfaces; (iv) delivery and or display of any content contained on the Site, or otherwise through the Service.  In addition, Food Origin does not represent or warrant that the information accessible via the Site is accurate, complete or current.  No oral or written information or advice given by Food Origin or Food Origin’s authorized representative shall create a warranty or otherwise constitute a representation binding upon Food Origin.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

1. Cloud Services and Third Party Services and Resources.  Without limitation of the disclaimers and limitations of liability set forth in Section 9, you acknowledge and agree as follows: (a) we provide the Service using cloud computing services of one or more third party cloud providers (collectively, the “Cloud Providers”); (b) the price at which we could afford to offer the Service would vary if we provided the Service other than using such cloud services; and (c) we shall not be responsible or liable to you for any act, omission or failure of any Cloud Provider.

 

The Service may depend upon, interact with or enable access to third parties’ data, other content, services or websites (each, a “Third Party Service”), which may in each case be accompanied by separate terms of use.  Use of each Third Party Service may require that you accept additional terms of use.  You must comply with the applicable terms of use when using the Third Party Service and the Service.  Food Origin does not endorse, and hereby disclaims all liability or responsibility to you or any other person for, any Third Party Services.

1. Indemnity.  You will indemnify us, and our licensors, providers and agents, against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses and attorneys’ fees (“Liabilities”) arising out of or related to your breach of these Terms or your use of the Service (but excluding any Liabilities to the extent caused by our negligence or willful misconduct).  We reserve the right to assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obliged to indemnify us.  You will cooperate with us with respect to such defense and settlement.

 

Without limitation of the foregoing, if we receive a subpoena or similar requirement to disclose Your Content issued by any court or governmental authority, and we are not a party to the proceeding in question, you will reimburse us for our reasonable costs and expenses of complying with such subpoena, including time spent by our personnel and our attorneys at time and materials rates.

1. Our Privacy Policy.  We operate the Site and Service under the Privacy Policy published at [https://Food Origin.com/privacy-policy] (the “Privacy Policy”), which is hereby incorporated into these Terms.  Each party shall comply with the Privacy Policy.

 

1. Digital Millennium Copyright Act.  We comply with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended).  If you have any complaints or objections to material hosted by the Service you may contact our Designated Agent at the following address:

 

Jingyang Guan  

billygjy@foodorigin.com
69 Charlton Street

New York, NY 10014

Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information: (a)  an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of the material that you claim is infringing and where it is located on the Service; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Counter Notices

If material that you have posted to the Service has been removed or disabled, you may file a counter notice pursuant to 17 U.S.C. §512 (g). To be effective, the counter notice must be a written communication sent to the designated agent address listed above that includes the following: (i) a physical or electronic signature of the subscriber; (ii) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (iv) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located or, if your address is outside of the United States, for any judicial district in which Food Origin may be found, and that you will accept service of process from the person who provided notification under subsection 17 U.S.C. §512 (c)(1)(C) or an agent of such person.

Repeat Infringers

It is our policy to terminate in appropriate circumstances the accounts of Users that are repeat infringers or repeatedly violate these Terms of Service.

1. Suspension and Termination.  You may terminate these Terms at any time by ceasing to use the Service.  We reserve the right to suspend your account and/or access to the Service at any time if we believe you are in breach of these Terms.  We reserve the right to terminate these Terms or to cease to offer the Service at any time on written notice to you (including by email to registered Users or posting on our Site), for any reason or no reason. 

 

If your account is terminated for any reason or no reason, you agree: (a) to continue to be bound by these Terms, (b) to immediately stop using the Service, (c) that the license and rights provided by us under these Terms shall end, (d) that we reserve the right (but have no obligation) to delete all of Your Content, and (e) that we shall not be liable to you, or any third party, for compensation, reimbursement, or damages in connection with your use of the Service or for termination of access to your account.

Sections 6, 8-11, and 14-21, any accrued obligations and remedies hereunder, and any other provisions that by their nature should reasonably survive, shall survive the termination or expiration of these Terms.

1. Modification of Service and Agreement.  Food Origin reserves the right in its sole and absolute discretion to make changes from time to time and without notice in how Food Origin operates the Service.  Any description of how the Service works should not be considered a representation or obligation with respect to how the Service will always work.  We may also from time to time amend these Terms prospectively.  If we do so, we will notify you by email (for registered Users) and posting on our Site.  You agree that your continued use of the Service constitutes your agreement to the amended Terms.  If you do not agree to any amended Terms that we publish, you must terminate your account and cease using the Service. 

 

1. Applicable Law.  You and we each agree that all disputes or other matters arising from or relating to the Service, the Site, the Event, any Tickets you purchase or these Terms, will be governed by the substantive laws of the State of New York, without regard to its conflicts of laws principles.  Any action or proceeding by you relating to any claim arising from or relating to the Service, the Site or these Terms must commence within the shorter of the applicable statute of limitations or one year after the cause of action has accrued.  The United Nations Convention for the International Sale of Goods is hereby disclaimed. 

 

1. Jurisdiction.  You hereby consent to the exclusive jurisdiction and venue in any federal or state court located within the State of New York, with respect to any suit, claim or cause of action arising from or relating to the Service, the Site, the Event, or these Terms, and you shall not bring any such suit, claim or cause of action except in a court located within the State of New York. Notwithstanding the prior sentence, at Food Origin’s option, in its sole discretion, any dispute arising from or relating to the Service, the Site, or these Terms shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. Such arbitration shall be conducted in English and located in New York, New York.

 

1. Force Majeure.  In no event will we be liable for any failure to comply with these Terms to the extent that such failure arises from factors outside our reasonable control.  Without limitation of the foregoing, in the absence of our gross negligence or willful misconduct we will not be liable for any damages arising from the acts of hackers or similar bad actors interfering with the Service or using or disclosing any of Your Content.

 

1. Compliance with Laws.  You will comply with all laws and regulations applicable to your activities under or in connection with these Terms.

 

1. Miscellaneous Provisions.  No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of these Terms will impair any such right or be construed to be a waiver thereof, and a waiver by us of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein.  No waiver will be binding on us unless made in an express writing signed by us.  If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, then these Terms will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law.  Except as otherwise expressly provided herein, these Terms sets forth the entire agreement between us and you regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter.  Your registration, these Terms and your rights and obligations hereunder are not assignable, or otherwise transferable or delegable by you to any third party without our prior written consent in our sole discretion.  Any purported assignment, transfer or delegation without such consent will be null and void.  We may assign or otherwise transfer or delegate these Terms (including any rights or obligations hereunder), including to any purchaser of our business.  These Terms will be binding upon and inure to the benefit of the parties’ successors and permitted assigns.  These Terms may be executed electronically, and your electronic assent or use of the Service (including purchase of a Ticket) shall constitute execution of these Terms.  You agree that the electronic text of these Terms constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes.  As used herein and unless the intent is expressly otherwise in a specific instance, the terms “include,” “includes” or “including” shall not be limiting and “or” shall not be exclusive.  Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of these Terms.  You agree that email to your email address on record will constitute formal notice under these Terms.  There shall be no third party beneficiaries to these Terms.

 

 

Version: March 8, 2021