DigitalKosher.com

 

Customer Services Agreement

 

 

By connecting to and using this web site, you and your company if any (collectively, "you"; "your" shall have a correlative meaning) hereby agree to this Agreement governing your use of this online system, which is provided by DigitalKosher LLC ("us"; "we" and "our" shall have correlative meanings), a New York limited liability company.  See Section 35 for certain additional definitions.

 

1.         License Grant.  Unless and until this Section 1 is terminated,

 

            1.1.      subject to the provisions of this Agreement, as a non-exclusive customer, YOU MAY use those portions of the System for which you have paid us solely for your internal business purposes, solely via the web based interfaces we provide to you;

 

            1.2.      subject to the provisions of this Agreement, as a non-exclusive licensee, YOU MAY (a) install on your computers the then current versions of the Client Software, if any; (b) use the then current versions of the Client Software, if any, solely for the purpose of interacting with those portions of the System for which you have paid us, solely for your internal business purposes and (c) make a reasonable number of copies of the then current versions of the Client Software, if any, for the purpose of using the System;

 

            1.3.      YOU MAY use the System to assign Access Codes to your employees so that they can use the System;

 

            1.4.      if you have paid the applicable fee for the K-ID assignment portions of the System, then subject to the provisions of this Agreement, as a non-exclusive licensee, YOU MAY use the System to obtain K-ID brand identifiers for your Kosher products (as certified by Your Agencies) and for ingredients you obtain from your suppliers (as certified by their respective Kosher certification agencies), use such K-ID brand identifiers for products of yours that conform to Your Agencies' high quality standards for Kosher certification and disclose K-ID brand identifiers obtained by you; provided, that until this Section 1 terminates: (i) you disclose the applicable K-ID brand identifiers to each Person to which you provide a copy of a Kosher certification for your products, (ii) to the extent practicable, you shall include the K-ID logo and service mark description in each such disclosure made by you, and (iii) you shall use reasonable efforts to encourage your suppliers, your customers and Your Agencies to use K-ID brand identifiers. ; and provided further that, without limiting the generality of any other provision of this Agreement, we reserve the right to begin charging for, or to increase the fees charged for, using the K-ID assignment portions of the System.

 

            1.5.     if (i) you are not a Kosher certification agency (i.e., you do not certify that products or services of others are kosher) and (ii) you are a manufacturer or distributor of kosher goods or services, then subject to the provisions of this Agreement, as a non-exclusive licensee, YOU MAY use the K-ID lookup and K-ID pdf lookup features of the System exclusively in connection with your food manufacturing and/or food distribution businesses; provided that, without limiting the generality of any other provision of this Agreement;

 

            1.6.     if (i) you ARE a Kosher certification agency (i.e., you do certify that products or services of others are kosher), or provide services to a Kosher certification agency e.g. Software or other technology or data entry services (ii) you have not entered into an agreement with us that provides for a different price (e.g., we may be willing to provide free lookups to you if you share specified types of information with us), then, subject to the provisions of this Agreement, as a non-exclusive licensee, YOU MAY use the K-ID lookup and K-ID pdf lookup features of the System, provided that you pay us $50 per lookup; provided that, without limiting the generality of any other provision of this Agreement, we reserve the right to increase the fees charged for using the K-ID lookup and K-ID pdf lookup features of the System.

 

2.         Limitations.  All rights not expressly granted to you in this Agreement are reserved by us and our licensors.  In addition, YOU SHALL NOT, and shall not authorize or permit others (Including Persons Related To You) to: (i) except as expressly authorized in Section 1, copy, use, access, disclose, deliver, reproduce, or prepare derivative works based upon the System or the Content; (ii) license, sublicense, sell, offer to sell, import, transfer, assign, distribute, publicly display or otherwise commercially exploit or make available to any third party any of the System or the Content in any way; (iii) use the System, or sell access to the System, on a time-sharing, service bureau, application service provider, or similar basis; (iv) amend, modify, change, or prepare derivative works based upon the System or the Content; (v) create Internet "links" to the System or "frame" or "mirror" any of the System on any other server or wireless or Internet-based device; (vi) use the System or the Content in a manner that violates any applicable law; (vii) reverse engineer, decompile, reverse compile, disassemble, or reverse assemble, the System, or attempt to do so; (viii) take any action that is intended to, or is likely to, reveal or reconstruct all or any portion of the design of the System (Including the source code for all or any portion of any computer program that is not provided in source code form); (ix) communicate K-ID brand identifiers to any Person for goods or services that do not comply with Your Agencies' high quality standards for Kosher certification; (x) use K-ID brand identifiers on or in connection with goods or services that do not comply with Your Agencies' high quality standards for Kosher certification; or (xi) access or analyze the System or the Content for the purpose of (a) duplicating, or attempting to duplicate, the System’s functionality, (b) building a product or service that competes with the System or the Content, (c) building a product or service using ideas, features, functions or graphics similar to or derived from the System or the Content, or (d) copying any ideas, features, functions or graphics of the System or the Content.

 

3.         Your Responsibilities.  You are responsible for using the System to assign Access Codes for your employees and for determining that such Access Codes are provided to properly authorized representatives of yours.  Until Section 1 is terminated, you shall use reasonable efforts to ensure that the correct K-ID brand identifier is used for each item entered into the System using Your Access Codes.  You are responsible for all activity occurring under Your Access Codes and you shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the System, Including those related to data privacy, international communications and the transmission of technical or personal data.  You shall: (i) notify us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to us immediately and use reasonable efforts to stop immediately any copying or distribution of the System that is known or suspected by you; and (iii) not impersonate another user or provide false Access Codes, identity information or credentials to gain access to or use the System.  You (and not we) are responsible for (a) your selection of the System, (b) determining whether the System will achieve your intended or desired results, (c) using the System, (d) evaluating the results obtained from the System, and (e) determining whether your utilization of the System complies with all applicable legal requirements.  You shall not, and you shall not permit other persons to (1) change the System, (2) disrupt or otherwise adversely affect the operation or security of the System, (3) install or use on the System any "computer virus", "worm", "trojan horse", "trap door" (as such terms are used in the computer security field) or similar software or (4) access the System in any unusual way unless such access is explicitly authorized in advance and in writing by us and such authorization has not been withdrawn.

 

4.         Access Codes.  Do not share Your Access Codes (Including user names and passwords) with anyone.  You are responsible for the security of Your Access Codes.  You are responsible for any and all use of the System by Persons using Your Access Codes.  You acknowledge and agree that any and all interactions with the System using Your Access Codes shall be deemed to be interactions by you and shall be binding upon you.

 

5.         Privacy.  Our privacy policy may be viewed here and is incorporated herein by this reference as if set forth fully herein.  We reserve the right to modify our privacy policy in our reasonable discretion from time to time by posting revised versions on the Internet.  Note that because the System is a hosted, online service, we occasionally may need to notify some or all users of the System of important announcements regarding the operation of the System.

 

6.         Agency Data; Agency Provided Data. 

 

            6.1.      "Agency Data" for one of Your Agencies at a time means the then current version of the Agency Provided Data for such agency, the then current version of the Customer Provided Data, and the then current version of the Supplier Provided Data, but in each case only to the extent that it is relevant to such agency's business of performing Kosher certification services for you. 

 

            6.2.      You understand and agree that the System may add to, change or delete Agency Data for Your Agencies obtained from one source (e.g., you) in response to data from another source (e.g., such agency or your suppliers).

 

            6.3.      "Agency Provided Data" means information and materials submitted to the System using Access Codes of one of Your Agencies.

 

            6.4.      You and Your Agencies, not we, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and Intellectual Property Rights ownership or right to use all Agency Data for Your Agencies.  You hereby accept the risk that you might be harmed because the System responds to inaccurate data submitted by Your Agencies or your suppliers.

 

            6.5.      We shall not be responsible or liable for accuracy, quality, integrity, legality, reliability, appropriateness or Intellectual Property Rights ownership or right to use any data submitted to the System by any Person.  We shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any information or materials, Including Agency Data for Your Agencies and Agency Provided Data for Your Agencies.

 

            6.6.      Until this Agreement is terminated, the System may provide Agency Data that concerns you to Persons using Access Codes assigned to Your Agencies; provided that we shall use reasonable efforts to ensure that a Person using one of Your Agencies' Access Codes that has been assigned to one of Your Agencies does not receive inappropriate access to data that concerns a different one of Your Agencies.

 

            6.7.      In addition to our other use and disclosure rights, we may at any time (Including times after this Agreement has been terminated): (i) provide to any Person who furnishes a K-ID brand identifier any and all information and materials contained in Kosher certifications associated with such identifier, Including copies of such certifications and (ii) use, and disclose in aggregate form (from which the relevant companies, facilities and private labelers can not be discerned), any and all Agency Data and/or Agency Provided Data (e.g., how often the item associated with a particular K-ID brand identifier is used or the K-ID brand identifiers of items that might be suitable as substitutes for one another).  Any Person furnishing a K-ID brand identifier shall be deemed to have the right to receive any and all information and materials contained in Kosher certifications associated with such identifier.  We will use reasonable efforts to prevent random guessing of K-ID brand identifiers.  We are in no way responsible for any use or disclosure by others of information or materials that we provide to Persons who furnish a K-ID brand identifier.  If any Person that furnishes a K-ID brand identifier consents, then we may use and may disclose to any Person such identifier and any and all information and materials contained in Kosher certifications associated with such identifier.  We are free to contact, and to request consent from, any Person who furnishes a K-ID brand identifier.  You shall not, have no power to, and shall not attempt to, limit or restrict any Persons' right to use or disclose K-ID brand identifiers or information and materials contained in Kosher certifications associated with a K-ID brand identifier in any way that is inconsistent with or seeks to limit or restrict the foregoing.

 

            6.8.      If one or more of Your Agencies authorizes us to use or disclose Agency Data or Agency Provided Data, then we can use and disclose such information and materials as so authorized.

 

7.         Customer Data; Customer Provided Data.

 

            7.1.      "Customer Data" at a time means the then current version of all information and materials about you that has been entered into the System.

 

            7.2.      You understand and agree that the System may add, change or delete Customer Data obtained from one source (e.g., you) in response to data from another source (e.g., Your Agencies, a supplier of yours, another certifying agency, etc.).

 

            7.3.      "Customer Provided Data" means information and materials submitted to the System using Your Access Codes.

 

            7.4.      You acknowledge and agree that the System can add, change and delete information and materials in the Agency Data and Customer Data in response to information and materials received from other Persons, Including Your Agencies and your suppliers.

 

            7.5.      You, not we, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and Intellectual Property Rights ownership or right to use all Customer Provided Data.  You hereby accept the risk that you might be harmed because the System responds to inaccurate data submitted by Your Agencies or a supplier of yours.

 

            7.6.      We shall not be responsible or liable for accuracy, quality, integrity, legality, reliability, appropriateness or Intellectual Property Rights ownership or right to use any data submitted to the System by any Person.  We shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any information or materials, Including Customer Provided Data.

 

            7.7.      Your Agencies will be allowed to access Agency Data for Your Agencies, Customer Data and Customer Provided Data.  Persons Related To Us and Our Licensors have no responsibility whatsoever for any use or disclosure of such information and materials by Your Agencies or by Persons to which Your Agencies may disclose such information and materials.

 

            7.7.      Until this Agreement is terminated, you will use reasonable efforts to help us contact your suppliers and Your Agencies for the purpose of inducing them to enter into service agreements with us.  You understand and agree that we may charge your suppliers and Your Agencies fees if they enter into service agreements with us.

 

            7.8.      Until this Agreement is terminated, the System may provide Customer Data that concerns you to Persons using Your Access Codes.

 

            7.9.      In addition to our other use and disclosure rights, we may at any time (Including times after this Agreement has been terminated): (i) provide to any Person who furnishes a K-ID brand identifier any and all information and materials (Including Customer Data and Customer Provided Data) contained in Kosher certifications associated with such identifier, Including copies of such certifications and (ii) use, and disclose in aggregate form (from which the relevant companies, facilities and private labelers can not be discerned), any and all Customer Data and/or Customer Provided Data (e.g., how often the item associated with a particular K-ID brand identifier is used or the K-ID brand identifiers of items that might be suitable as substitutes for one another).  You shall not, have no power to, and shall not attempt to, limit or restrict any Persons' right to use or disclose K-ID brand identifiers or information and materials contained in Kosher certifications associated with a K-ID brand identifier in any way that is inconsistent with or seeks to limit or restrict the foregoing.

 

            7.10.    You expressly waive any right you might otherwise have to limit or restrict our use, disclosure or other exploitation as we see fit in our sole discretion of any suggestions for improvements to the System that may be submitted to the System using any of Your Access Codes.

 

            7.11.    You represent and warrant that you have the right to authorize us to publish a master product list that includes information about products of yours for which Your Agencies provide Kosher certification services and (ii) you hereby authorize us to, or to authorize a third party to, publish such a master product list.  You acknowledge and agree that such master product list may be published through the System.

 

            7.12.    If you authorize us to use or disclose Customer Data or Customer Provided Data, then we can use and disclose such information and materials as so authorized.

 

            7.13.    We shall use reasonable efforts to avoid using or disclosing Customer Provided Data except as authorized by you.  You expressly agree that we may disclose Customer Data and Customer Provided Data to Persons Related To Us so long as such Persons agree in writing to use and disclose such information and materials only to the extent and in the manner we are permitted to under the provisions of this Agreement.

 

8.         Supplier Data; Supplier Provided Data.

 

            8.1.      "Supplier Data" at a time means the then current version of all information and materials about suppliers of yours for which you do not receive Kosher certifications, Including information and materials that do, and information and materials that do not, constitute Customer Data.

 

            8.2.      You understand and agree that the System may add to, change or delete Supplier Data obtained from one source (e.g., you, Your Agencies or one of your suppliers) in response to data from another source (e.g., your suppliers, a Kosher certifying agency, etc.).

 

            8.3.      "Supplier Provided Data" means information and materials submitted to the System using an Access Code that we believe has been assigned to a supplier of yours.

 

            8.4.      You acknowledge and agree that the System can add, change and delete information and materials in the Agency Data, Customer Data and Supplier Data in response to Supplier Provided Data and data and materials from Kosher certifying agencies.

 

            8.5.      The Person providing Supplier Data, not we, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and Intellectual Property Rights ownership or right to use all Supplier Provided Data.  You hereby accept the risk that you might be harmed because the System responds to inaccurate data submitted by a Person that purports to be one of your suppliers or a Kosher certifying agency for one of your suppliers.

 

            8.6.      We shall not be responsible or liable for accuracy, quality, integrity, legality, reliability, appropriateness or Intellectual Property Rights ownership or right to use any data submitted to the System by any Person.  We shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any information or materials, Including Supplier Provided Data.

 

            8.7.      Until this Agreement is terminated, you will use reasonable efforts to help us contact your suppliers for the purpose of inducing them to enter into service agreements with us.  You understand and agree that we may charge your suppliers fees if they enter into service agreements with us.

 

            8.8.      Until this Agreement is terminated, the System may provide Supplier Data that concerns your suppliers to Persons using Your Access Codes.

 

            8.9.      In addition to our other use and disclosure rights, we may at any time (Including times after this Agreement has been terminated): (i) provide to any Person who furnishes a K-ID brand identifier any and all information and materials contained in Kosher certifications associated with such identifier, Including copies of such certifications and (ii) use, and disclose in aggregate form, any and all information and materials contained in Kosher certifications that constitute Supplier Data and Supplier Provided Data.  Any Person furnishing a K-ID brand identifier shall be deemed to have the right to receive any and all information and materials contained in Kosher certifications associated with such identifier.  You shall not, have no power to, and shall not attempt to, limit or restrict any Persons' right to use or disclose K-ID brand identifiers or information and materials contained in Kosher certifications associated with a K-ID brand identifier in any way that is inconsistent with or seeks to limit or restrict the foregoing.

 

            8.10.    You expressly waive any right you might otherwise have to limit or restrict our use, disclosure or other exploitation as we see fit in our sole discretion of any suggestions for improvements to the System that we may receive from any of your suppliers.

 

            8.11.    You represent and warrant that you have the right to authorize us to publish a master ingredient list that includes information about supplies used by you and the Persons who supply them, but (unless and until consented to by you) does NOT identify you and does NOT disclose which of your products include which ingredients and (ii) you hereby authorize us to, or to authorize a third party to, publish such a master ingredient list.  You acknowledge and agree that such master ingredient list may be published through the System.

 

            8.12.    If a Supplier authorizes us to use or disclose Supplier Data or Supplier Provided Data, then we can use and disclose such information and materials as so authorized.

 

9.         Intellectual Property Ownership.  As between the Persons Related To Us and Our Licensors on the one hand and you on the other, all ownership, right, title and interest in and to the System, all copies of the System, any and all K-ID brand identifiers (Including any assigned by you using the System), any and all suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other Person relating to the System and all Intellectual Property Rights Related to the foregoing shall at all times remain with the Persons Related To Us and Our licensors.  This Agreement is a license, not a sale, and does not convey to you any ownership, right, title or interest in or to the System, any Intellectual Property Rights or any other items.  Portions of the System and K-ID brand identifiers are patent pending.  You shall not remove any notice, legend, identification, evidence or other marking concerning Intellectual Property Rights (collectively, a "Legend") that is present on, or included in, the System or any Content.  You shall reproduce any such Legend on or in any reproduction (full,  partial or merged with other items), modification or translation of the System (whether or not authorized) or the Content that is made by or for you.  The absence of any such Legend on any item shall in no event limit any of your obligations Arising Out Of this Agreement or otherwise with respect to such item.  The presence of any copyright notice on or in any copy or element of the System or the Content shall not be deemed to imply that the System or the Content has been published or that it does not contain trade secrets or other confidential or proprietary information.  Our name, our logo, and the product names associated with the System are trademarks and/or service marks of ours, our Affiliates or Our licensors, and no right or license is granted to you to use them.

 

10.       Confidentiality.  You acknowledge and agree that the System, the Content, the K-ID brand identifiers and the provisions of this Agreement (Including particularly all pricing) constitute valuable, proprietary and confidential assets of the Persons Related To Us and Our licensors.  You shall use reasonable efforts to, and to cause anyone to whom you provide access to any portion of such information and materials to, avoid using or disclosing such information and materials for any purpose not expressly authorized by Section 1.  You may disclose the System and the Content to your employees and/or permit your employees to access the System and the Content to the extent that both (i) such employees are obligated to protect the System and the Content in a manner consistent with this Agreement (Including this Section 10) and (ii) such disclosure is reasonably related to your exercise of the rights expressly granted in Section 1.  If disclosure of the System, the Content or any portion thereof by you is requested or required pursuant to any applicable legal requirements, then you shall (a) immediately, and in any event before any such disclosure is made or permitted, notify us of such request or requirement in order that we may object to such disclosure, obtain a protective order or other appropriate relief with respect to the System or permit such disclosure, (b) cooperate as we may request, at our expense, in any effort by us to obtain such relief, (c) furnish only that portion of the System or the Content as you are advised by counsel reasonably acceptable to us is legally required, (d) exercise your reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded whatever portion of the System and the Content is disclosed and (e) take all additional steps as we may request to limit the amount of the System and the Content disclosed and to protect its confidentiality.  You acknowledge and agree that, in the event of any threatened or actual breach by you of this Agreement: (1) Persons Related To Us and/or Our Licensors will suffer immediate and irreparable injury not compensable by money damages and for which they will not have an adequate remedy available at law and (2) Persons Related To Us and Our Licensors shall be entitled to obtain, without the posting of any bond or security, such injunctive relief, restraining orders, specific performance or other equitable relief as may be necessary or appropriate to prevent or curtail such threatened or actual breach.

 

11.       System Changes.  You acknowledge and agree that we may update, modify and otherwise change the System at any time and from time to time without prior notice to you.  However, we will use reasonable efforts to give you reasonable prior notice of non-emergency changes to the System that are likely to seriously affect your use of the System.

 

12.       Third Party Interactions.  During use of the System, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of, advertisers or sponsors showing their goods and/or services through the System.  Any such activity, and any terms, conditions, warranties or representations associated with such activity, are solely between you and the applicable third-party.  The Persons Related To Us shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party.  We do not endorse any sites on the Internet that are linked through the System and the Content.  We provide such links to you only as a matter of convenience, and in no event shall Persons Related To US be responsible for any content, products, or other materials on or available from such sites.  We provide the System and the Content to you pursuant to the terms and conditions of this Agreement.  You recognize, however, that certain third-party providers of ancillary software, hardware, goods or services may require your agreement to additional or different terms and conditions prior to your use of or access to such software, hardware, goods or services.

 

13.       Charges and Payment of Fees.  You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable.  Unless specified to the contrary elsewhere in this Agreement, you shall pay service fees for this Agreement annually in advance to the extent possible (e.g., fixed fees, estimated fees and minimum fees) and you shall pay in arrears to the extent it is not possible to pay them in advance (e.g., fees that increase above estimates because of actual usage).  For fees that can not be paid in advance, We shall invoice you (at our discretion) no more frequently than monthly and no less frequently than annually, and you shall pay each such invoice within thirty (30) days after it is sent to you.  We may send invoices to you by mail, e-mail or through the System.  We reserve the right to modify our fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail.  You agree to provide us with complete and accurate billing and contact information.  You represent and warrant that you have correctly identified yourself and have provided only correct information to gain access to the System and that your billing information is correct.  This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized contact.  You agree to update this information within 30 days of any change to it.  If the contact information you have provided is false or fraudulent, we reserve the right to terminate your access to the System in addition to any other legal remedies.  Unless we expressly agree to the contrary in writing, you will pay all amounts Arising Out Of this Agreement in U.S. dollars.  If you believe an invoice is incorrect, you must contact us in writing within 15 calendar days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.  If any fee payable by you is based upon the number of Facilities of yours that are certified as Kosher, then (i) you shall enter correct and complete data for all such Facilities into the System and (ii) we shall have the right to audit your records from time to time to confirm the number of such Facilities.

 

14.       Non-Payment and Suspension.  In addition to any other rights granted to us herein, we reserve the right to suspend or terminate this Agreement and your access to the System if your account becomes delinquent (falls into arrears).  If you fail to pay any amount when due, then you shall indemnify us for all expenses of collection, Including reasonable attorneys' fees and expenses.  You will continue to be charged during any period of suspension.  If you or we initiate termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above.  You agree that we may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.  We reserve the right to impose a reconnection fee in the event you are suspended and thereafter request access to the System.

 

15.       Taxes.  Our fees are exclusive of all taxes.  You shall pay any and all taxes (other than US income taxes on our net income) Arising Out Of this Agreement, Including sales taxes, use taxes, value-added taxes and excise taxes.  Except to the extent if any required by applicable law, each payment to us Arising Out Of this Agreement shall be made without withholding or deduction of any taxes.  If any taxes (other than US income taxes on our net income) are withheld or deducted from any payment to us Arising Out Of this Agreement, then you shall give prompt notice of such fact to us and you shall pay such additional amounts to us as may be necessary to ensure that the net amount actually received by us, after deduction or withholding of any and all such taxes, will not be less than the amount that we would have received if such withholding or deduction had not occurred.

 

16.       Term and Termination.  This Agreement shall remain in effect until it is terminated in accordance with this Section 16.  You may terminate the license granted in Section 1 at any time by thirty days' written notice to us.  If you or anyone using Your Access Codes breaches this Agreement, then the license granted in Section 1 shall terminate immediately, automatically and without the requirement of notice from us.  Any breach of your payment obligations or unauthorized use of the System will be deemed a material breach of this Agreement.  We, in our sole discretion, may terminate the license granted in Section 1 and your access to the System if you breach or otherwise fail to comply with this Agreement.  In addition, we may terminate a free or trial account at any time in our sole discretion.  We may cancel the license granted in Section 1 at any time by at least thirty days' notice to you; provided, however, that if we terminate Section 1 of this agreement without cause, then we shall refund to you any pre-paid fees received by us under this Agreement that are applicable to periods after the effective date of such termination, pro-rated for any partial years or partial months.  If this Agreement or the license granted in Section 1 terminates or is canceled at any time, then you shall immediately stop accessing the System and destroy all copies of all portions of the System in all forms (Including full, partial, machine-readable, printed, modified and combined with or merged into other items) in your possession, custody or control.  Notwithstanding anything to the contrary elsewhere in this Agreement, the provisions of the following Sections shall survive any termination of this Agreement:  2-12, 13 (but only for fees and charges payable and/or earned at or before termination of Section 1 of this Agreement), and 14-35.

 

17.       Indemnification.  You shall indemnify and hold harmless the Persons Related To Us, Our Licensors and Your Agencies from and against any and all claims, actions, suits, proceedings, demands, assessments, judgments, determinations, liabilities, obligations, losses, damages (Including punitive damages), fines, penalties, fees, costs and expenses, as incurred, Including attorneys' fees and expenses and taxes and related interest, penalties and other fees (collectively, "claims"), Arising Out Of (i) the Customer Provided Data, (ii) use of the System by Persons Related To You or by any other Person using Your Access Codes or (iii) your combining the System with any item, Including your products, services, equipment or business processes.  We may in our sole and absolute discretion undertake the defense of any claim in respect of which indemnification may be sought and, if so undertaken, such defense shall be under our sole and absolute control.  You shall cooperate fully and assist fully in the defense of any such claim.

 

18.       Disclaimer.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (i) PERSONS RELATED TO US, OUR LICENSORS AND YOUR AGENCIES MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY WHATSOEVER WITH RESPECT TO THE SYSTEM OR ANY INFORMATION OR MATERIALS (INCLUDING THE CONTENT); (ii) THE SYSTEM, THE CONTENT, AND ALL OTHER INFORMATION AND MATERIALS OBTAINED FROM THE SYSTEM, FROM US, FROM OUR LICENSORS OR FROM YOUR AGENCIES ARE MADE AVAILABLE ON AN "AS-IS" BASIS, (iii) NO REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR OTHERWISE, IS MADE OR GIVEN BY ANY PERSONS RELATED TO US, OUR LICENSORS OR YOUR AGENCIES WITH RESPECT TO THE SYSTEM, THE CONTENT OR ANY OTHER INFORMATION OR MATERIALS (INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION OR MATERIALS PROVIDED BY THIRD PARTIES), THE ADEQUACY, ACCURACY, COMPLETENESS, SECURITY, QUALITY, SPEED, AVAILABILITY, REASONABLENESS OR CORRECTNESS OF ANY INFORMATION OR MATERIALS, OR THE ABILITY OF ANY PERSON TO USE THE SYSTEM, THE CONTENT OR ANY OTHER INFORMATION OR MATERIALS FOR ANY PURPOSE, (iv) NONE OF THE PERSONS RELATED TO US, NONE OF OUR LICENSORS, NONE OF YOUR AGENCIES AND NO OTHER PERSONS MAKE OR GIVE ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT CONCERNING THE SYSTEM, THE CONTENT, OR ANY OTHER INFORMATION OR MATERIALS, (v) NONE OF THE PERSONS RELATED TO US, OUR LICENSORS OR YOUR AGENCIES SHALL HAVE ANY LIABILITY WHATSOEVER RELATING TO ANY OF THE SYSTEM, THE CONTENT OR ANY OTHER INFORMATION OR MATERIALS, ANY ERRORS OR DEFECTS THEREIN, ANY OMISSIONS THEREFROM OR ANY OTHER ASPECT OR ATTRIBUTE THEREOF, (vi) NO PERSON (INCLUDING, BUT NOT LIMITED TO, YOU) IS ENTITLED TO RELY ON THE SYSTEM, ANY INFORMATION OR MATERIALS OBTAINED FROM THE SYSTEM, OR THE ADEQUACY, ACCURACY, COMPLETENESS, QUALITY, SPEED, AVAILABILITY, REASONABLENESS, CORRECTNESS OR ANY OTHER ASPECT OR ATTRIBUTE OF THE SYSTEM, THE CONTENT OR ANY OTHER INFORMATION OR MATERIALS PROVIDED BY ANY OF THE PERSONS RELATED TO US, OUR LICENSORS OR YOUR AGENCIES; (vii) THE PERSONS RELATED TO US, OUR LICENSORS AND YOUR AGENCIES MAKE NO REPRESENTATION, WARRANTY OR GUARANTY THAT THE SYSTEM, ITEMS USED TO IMPLEMENT THE SYSTEM, THE CONTENT, OR ANY OTHER INFORMATION OR MATERIALS, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  IF ANY PERSONS RELATED TO US, ANY OF OUR LICENSORS OR ANY OF YOUR AGENCIES RENDERS ADVICE OR SERVICES TO ANY PERSON, THAT FACT SHALL NOT ALTER OR AFFECT THE PROVISIONS OF THIS DISCLAIMER OR CREATE ANY OBLIGATION OR LIABILITY ON THE PART OF ANY PERSONS RELATED TO US, ANY OF OUR LICENSORS OR ANY OF YOUR AGENCIES.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO PERSON REPRESENTS OR WARRANTS WITH RESPECT TO ANY COMPUTER PROGRAMS (INCLUDING, BUT NOT LIMITED TO, ANY COMPUTER PROGRAMS USED TO IMPLEMENT THE SYSTEM OR OBTAINED FROM THE SYSTEM) THAT THE FUNCTIONS CONTAINED IN IT WILL MEET YOUR REQUIREMENTS, THAT IT WILL OPERATE IN THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY YOU, THAT ITS USE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY ERRORS, DEFECTS OR INEFFICIENCIES IN IT WILL BE DETECTED, REPORTED OR CORRECTED.

 

19.       Internet Delays.  THE SYSTEM AND YOUR USE OF THE SYSTEM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.  NONE OF THE PERSONS RELATED TO US, NONE OF OUR LICENSORS AND NONE OF YOUR AGENCIES ARE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

 

20.       Limitations of Liability.

 

            20.1.    TO THE GREATEST EXTENT LEGALLY PERMITTED, NO PERSONS RELATED TO US, NONE OF OUR LICENSORS AND NONE OF YOUR AGENCIES SHALL HAVE ANY LIABILITY WHATSOEVER TO YOU OR ANY OTHER PERSON FOR (AND YOU HEREBY WAIVE ANY CLAIMS YOU OR PERSONS RELATED TO YOUR MIGHT OTHERWISE HAVE TO BE COMPENSATED BY ANY PERSONS RELATED TO US, BY ANY OF OUR LICENSORS OR BY ANY OF YOUR AGENCIES FOR) DAMAGES OF ANY KIND, WHETHER DIRECT OR INDIRECT AND REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (INCLUDING, BUT NOT LIMITED TO, AN ACTION ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO THE SYSTEM, INFORMATION AND MATERIALS OBTAINED FROM THE SYSTEM OR ANY OTHER INFORMATION OR MATERIALS OR AN ACTION BASED UPON CONTRACT, TORT [INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE], MISREPRESENTATION, BREACH OF WARRANTY OR ANY OTHER LEGAL OR EQUITABLE GROUNDS).

 

            20.2.    REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, IN NO EVENT SHALL ANY PERSONS RELATED TO US, ANY OF OUR LICENSORS OR ANY OF YOUR AGENCIES BE LIABLE FOR, AND YOU HEREBY WAIVE ANY CLAIMS YOU AND PERSONS RELATED TO YOU MIGHT OTHERWISE HAVE TO BE COMPENSATED BY ANY PERSONS RELATED TO US, ANY OF OUR LICENSORS OR ANY OF YOUR AGENCIES FOR, ANY DIRECT, COMPENSATORY, RELIANCE, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO THE SYSTEM, THE CONTENT OR ANY OTHER INFORMATION OR MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO ANY USE OR PERFORMANCE OF, OR INABILITY TO USE, THE SYSTEM, THE CONTENT OR ANY OTHER INFORMATION OR MATERIALS, ANY LOSS OF USE, LOSS OF DATA, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF GOODWILL, PECUNIARY LOSS, LOSS OF BUSINESS, BUSINESS INTERRUPTION OR CLAIMS OF THIRD PARTIES (INCLUDING, BUT NOT LIMITED TO, CLAIMS OR DEMANDS OF THIRD PARTIES AGAINST ANY PERSON ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO ANY USE OR PERFORMANCE OF, OR INABILITY TO USE, THE SYSTEM, THE CONTENT OR ANY OTHER INFORMATION OR MATERIALS), IN EACH CASE EVEN IF SOME OR ALL OF THE PERSONS RELATED TO US, OUR LICENSORS AND YOUR AGENCIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

            20.3.    NO PERSON RELATED TO US, NONE OF OUR LICENSORS AND NONE OF YOUR AGENCIES HAS ANY OBLIGATIONS, DUTIES OR LIABILITIES TO YOU OR TO PERSONS RELATED TO YOU EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT.

 

            20.4.    IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF PERSONS RELATED TO US, OUR LICENSORS AND YOUR AGENCIES TO ANY PERSON EXCEED THE TOTAL AMOUNTS RECEIVED BY THE APPLICABLE PERSON UNDER THIS AGREEMENT DURING THE THEN IMMEDIATELY PRECEDING MONTH.

 

            20.5.    YOU AND PERSONS RELATED TO YOU SHALL NOT, AND SHALL HAVE NO RIGHT OR POWER TO, ASSERT ANY CLAIM AGAINST ANY PERSON RELATED TO US, ANY OF OUR LICENSORS OR ANY OF YOUR AGENCIES ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO THE SYSTEM, THE CONTENT, ANY OTHER INFORMATION OR MATERIALS OR THIS AGREEMENT UNLESS, WITHIN ONE (1) YEAR AFTER THE FIRST OCCURRENCE OF ANY EVENT GIVING RISE TO SUCH CLAIM, YOU PROVIDE A WRITTEN NOTICE TO US THAT DESCRIBES IN REASONABLE DETAIL SUCH CLAIM AND THE EVENT(S) GIVING RISE TO SUCH CLAIM.

 

            20.6.    CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL OR CERTAIN OTHER TYPES OF DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

 

21.       Additional Rights.  Without limiting any other rights that we may have, we may do, and we may authorize others to do, any or all of the following: (i) include advertisements in the System and the Content; (ii) collect and process information Arising Out Of your use of the System; (iii) identify you in customer lists and promotional and marketing information and materials; (iv) include in the System, and utilize, features that limit your copying and use of the System; and (v) include in the System, and utilize, features that communicate with other computer systems (Including our computer systems), Including features that update, replace, disable or delete the System or collect and process information concerning your use of the System.

 

22.       Local Laws and Export Control.  The System provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies.  You acknowledge and agree that the System and the Content shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S.  Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals").  The lists of Embargoed Countries and Designated Nationals are subject to change without notice.  By using the System, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National.  You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

 

The System may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774.

 

You are solely responsible for compliance with all applicable laws, Including export and import regulations of all countries.  Any diversion of the System or the Content contrary to United States law is prohibited.  You shall not use the System, any Content or any other information or materials for nuclear activities, chemical or biological weapons, or missile projects.

 

23.       Severability.  The provisions of this Agreement are severable and the unenforceability of any provision of this Agreement shall not affect the enforceability of any other provision of this Agreement.  In addition, if any provision of this Agreement (or portion thereof) is determined by a court of competent jurisdiction to be unenforceable as drafted by virtue of the scope, duration, extent or character thereof or otherwise, then such provision (or portion thereof) shall be construed in a manner designed to effectuate the purposes of such provision (or portion thereof) to the maximum extent enforceable under applicable law.

 

24.       Notice.  We may give notice by means of a general notice on the System, electronic mail to your e-mail address(es) in our records, or by written communication sent by first class mail postage pre-paid to your address in our records.  Such notice shall be deemed to have been given upon the expiration of two business days after posting on the System or mailing (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email).  You may give notice to us (such notice shall be deemed given when actually received by us) at any time by any of the following: hand delivery, prepaid certified mail with return receipt requested, or overnight trackable delivery service, to 468 Crown Street, Brooklyn, New York 11225, or such other address as we may specify by notice to you.

 

25.       Entire Agreement; Counterparts.  This Agreement constitutes the entire understanding and agreement between you and us with respect to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, oral and written, between Persons Associated With You and Persons Associated With Us with respect to the subject matter of this Agreement.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

 

26.       Amendments and Waivers.  This Agreement may be amended at any time and from time to time by written agreement between you and us.  In addition, we reserve the right to modify the provisions of this Agreement or our policies relating to the System at any time, effective upon posting of an updated version of this Agreement or such policies on the System.  You are responsible for regularly reviewing this Agreement and such policies as posted on the System.  Continued use of the System after any such changes shall constitute your consent to such changes.  Without limiting the generality of the foregoing, and without imposing upon us any duty to notify you of any changes, if we (in our sole discretion) notify you of a change in the provisions of this Agreement or such policies, then you shall be bound by such change if you continue to use the System for more than thirty days after receiving such notice, even if such change is material, you object to such change and you would not otherwise be bound by such change.  No text or information set forth in any order, preprinted form or other document from you shall add to or vary the provisions of this Agreement.  Modifications to this Agreement can be enforced against us only if they are manually signed by one of our officers or managing members.  The waiver or release of any breach of this Agreement shall not be deemed to be a waiver or release of any other breach (Including similar or related subsequent breaches) or a waiver or release of any provision of this Agreement.

 

27.       Rules of Interpretation.  All headings in this Agreement are provided for convenience of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.  No provision of this Agreement will be interpreted against or in favor of either of the parties hereto by reason of the extent to which such party or its counsel participated in the drafting thereof or by reason of the extent to which any such provision is inconsistent with any prior draft or any other agreement.  The rights of each party under this Agreement are continuing rights and may be exercised at any time and from time to time.  All remedies provided for in this Agreement are cumulative with, in addition to and not in lieu of, any other remedies available to any Person at law or in equity.  Only we, and no other Person Related To Us and none of Our Licensors, have any obligations or liabilities to any Person (Including you and the other Persons Related To You) Arising Out Of this Agreement or any action contemplated by this Agreement.  No Person Related To Us and none of Our Licensors shall incur any liability to any of you for any exercise by us of any of our rights Arising Out Of this Agreement.

 

28.       Intended Beneficiaries.  Each of our Affiliates and their respective heirs, executors, administrators, representatives, successors and assigns is an intended third party beneficiary of this Agreement.  No other Person is or shall be deemed to be an intended third party beneficiary of this Agreement.

 

29.       No Assignment By You.  You shall not, and shall have no right or power to, assign or delegate any of your rights or obligations under this Agreement except with our prior written consent in our sole discretion.  Any attempted assignment or delegation by you that is not consented to in advance and in writing by us in our sole discretion shall be null, void and without effect.  Without limiting the foregoing, you shall notify us of each change, direct or indirect, in your legal or beneficial ownership.

 

30.       Legal Fees.  In the event that we or any of our Affiliates engages an attorney or takes legal action to enforce any provision of this Agreement against you or any Person Related To You, then you shall pay, as incurred, the attorney's fees, disbursements, court costs and other fees, expenses and costs Arising Out Of such enforcement.

 

31.       Force Majeure.  We shall be excused for any and all defaults, delays, failures and/or breaches Arising Out Of events or circumstances beyond our reasonable control.

 

32.       Governing Law; Consent to Jurisdiction.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND CONTROLLING UNITED STATES FEDERAL LAW WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS OTHERWISE POSSIBLY APPLICABLE.  YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT TO SUBMIT TO THE JURISDICTION OF THE FEDERAL COURT FOR THE EASTERN DISTRICT OF NEW YORK AND THE NEW YORK STATE COURTS WITH JURISDICTION IN BROOKLYN, NEW YORK, FOR ANY ACTION, PROCEEDING OR LITIGATION (COLLECTIVELY, "LITIGATION") ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO THE SYSTEM, THE CONTENT, ANY USE OF THE SYSTEM OR THE CONTENT, ANY INABILITY TO USE THE SYSTEM OR THE CONTENT, THIS AGREEMENT OR ANY ACTIONS CONTEMPLATED BY THIS AGREEMENT.  YOU AGREE NOT TO COMMENCE ANY SUCH LITIGATION EXCEPT IN THE AFOREMENTIONED FEDERAL COURT OR, IF JURISDICTION IS DETERMINED BY SUCH FEDERAL COURT NOT TO LIE THERE, THEN IN SUCH NEW YORK COURT.  YOU FURTHER IRREVOCABLY AND UNCONDITIONALLY CONSENT TO SUBMIT TO THE JURISDICTION OF ANY COURT CHOSEN BY US, IN OUR SOLE AND ABSOLUTE DISCRETION, FOR ANY SUCH LITIGATION.  YOU FURTHER AGREE THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR DOCUMENT BY U.S. REGISTERED MAIL TO YOU SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUCH LITIGATION BROUGHT AGAINST YOU IN ANY COURT.  YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH LITIGATION IN THE COURT WHERE SUCH LITIGATION IS COMMENCED PURSUANT TO THIS SECTION.  YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY COURT WHERE ANY SUCH LITIGATION IS BROUGHT, THAT SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM OR RAISE ANY SIMILAR DEFENSE.  TO THE GREATEST EXTENT LEGALLY PERMITTED, EACH OF YOU AND US HEREBY WAIVES ANY RIGHT YOU OR WE MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUCH LITIGATION.

 

33.       U.S. Government Restricted Rights Legend.  The System is provided with “RESTRICTED RIGHTS”.  The System is a commercial item and includes, without limitation, commercial computer software and commercial computer software documentation.  Use of the System constitutes acknowledgment of our proprietary rights in the System.  Contractor is DigitalKosher, LLC, 468 Crown Street, Brooklyn, New York 11225.  Use, duplication, reproduction, modification, release, performance, display, or disclosure by the U.S. Government (Including any agency or subdivision thereof) is subject to the provisions of this Agreement and to restrictions set forth in applicable laws and regulations, Including applicable provisions in the following:

48 C.F.R. 12.211 (Acquisition of Commercial Technical Data),

48 C.F.R. 12.212 (Acquisition of Commercial Computer System and Documentation),

48 C.F.R. 52.227-14 (Rights in Data -- General),

48 C.F.R. 52.227-19 (Commercial Computer System -- Restricted Rights),

48 C.F.R. 227.7202-3 (Rights in Commercial Computer System and Documentation Limited by License),

48 C.F.R. 252.227-7013 (Rights in Technical Data), and

48 C.F.R. 252.227-7015 (Technical Data -- Commercial Items).

 

34.       Non-Compete.  Until Section 1 of this Agreement is terminated and for two years thereafter, you shall not, directly or indirectly, compete with us.

 

35.       Defined Terms.  Unless expressly provided to the contrary elsewhere in this Agreement, when a term defined in this Section 35 or elsewhere in this Agreement is used in this Agreement, it shall have the meaning so defined.

 

"Access Codes" means access codes that permit a user to access the System, including, but not limited to, user names, passwords and other types of security credentials.

 

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such first Person.

 

"Agency Data" is defined in Section 6.

 

"Agreement" (or "this Agreement") means this document titled "Customer Services Agreement",  any order forms manually signed by both you and us, any order forms submitted online by you using the System that are also accepted and manually signed by us and the materials available online from the System that are specifically incorporated by reference herein (see, for example, but not by way of limitation, Section 5), in each case, as such materials (Including the provisions of this Agreement) may be changed from time to time by Supplier in accordance with this document.

 

"Arising Out Of" means arising out of, in connection with or in any way related to.

 

"Client Software" means any and all software and documentation provided to you by us, including, but not limited to, software automatically downloaded onto your computer (collectively, the "Client Software"); provided, that any computer software or other item delivered to you in the future and accompanied by, or subject to, a different license agreement shall be excluded from the term Client Software under this Agreement and shall be governed by such different or later license agreement.  Any portion of the Client Software merged into another program or other item shall continue to be Client Software and shall continue to be subject to this Agreement.

 

"Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the System.

 

"e.g." means for example, but not by way of limitation.

 

"Facilities" means places where you produce or perform goods, services or other products that are certified as Kosher by one of Your Agencies, Including restaurants, caterers, bakeries, etc.

 

"Including" means including, but not limited to.

 

"Intellectual Property Rights" means any and all trade secret, copyright, mask work, patent, trademark, service mark, certification mark, trade dress, trade name, domain name or other proprietary or intellectual property rights.

 

"Intellectual Property Rights Related" to an item means any and all Intellectual Property Rights anywhere in the world Arising Out Of the such item, any extensions or renewals of any such Intellectual Proprietary Rights, any registrations, patents or applications with respect to any such Intellectual Property Rights and any causes of action Arising Out Of any infringement or misappropriation of any such Intellectual Proprietary Rights.

 

"K-ID" brand identifiers mean identifiers assigned by the System to products and services that are certified as Kosher by any Kosher certifying agency.

 

"Our Licensors" means our and our Affiliates respective suppliers and licensors and their respective successors and assigns.

 

"Person" shall be broadly interpreted to include, but not be limited to, any individual, firm, company, limited liability company, corporation, partnership, limited liability partnership, joint venture, association, joint-stock company, trust, estate, unincorporated organization, governmental body or other entity.

 

"Persons Related To Us" means us, our Affiliates and our and their respective Representatives.

 

"Persons Related To You" means you, your Affiliates and your and their respective Representatives and any and all other Persons for which you may be or become responsible.

 

"Representatives" of a Person means its owners, shareholders, partners, members, directors, officers, employees, agents, consultants, contractors, representatives and advisors (Including financial advisors, attorneys and accountants).

 

"System" means the web site hosted at www.DigitalKosher.com, the Client Software and all items used to implement the foregoing, Including all hardware, equipment, software, and documentation used to implement such web sites.

 

"Your Access Codes" means and includes (i) each Access Code that we or Your Agencies give to you and (ii) each Access Code assigned by the System in response to a request from a user using one of Your Access Codes.

 

"Your Agencies" means the Kosher certification agency or agencies that certify one or more of your goods, services or other products as Kosher.

 

            YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS PROVISIONS.

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