PLEASE READ THIS MEAL TRACK LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING THE SOFTWARE. BY DOWNLOADING, INSTALLING, OR USING THE PRODUCT, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT.
THIS SOFTWARE IS BEING LICENSED TO YOU. YOU ARE PERMITTED TO DOWNLOAD, INSTALL AND/OR USE THE FUNCTIONALITY OR FEATURES OF THE SOFTWARE ONLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
Licensee: The User, together with the business or other entity for which the Licensed Product is obtained.
Software: Any Licensor computer program, license keys and documents accompanying this Agreement.
User: Either Licensee (if Licensee is an individual) or any Licensee employee or contractor who is authorized by Licensee to use the Licensed Product.
2. END USER LICENSE TERMS
Meal Track is a product of Applied Visions, Inc. (“AVI”). These license terms (“Terms”) are an agreement between AVI and you. They apply to the Software (“Software”) that accompanies these Terms, which includes the media on which you received it, if any. The Terms also apply to any updates, supplements, Internet-based services, and support services for this software, unless other terms accompany those items. If so, those terms apply. If you comply with all these terms, you have the rights below for each license you acquire.
- OVERVIEW. These Terms permit the installation and/or use of the Software, along with other rights, all as described below.
- USE RIGHTS. The Meal Track management software may only be used by your company, its Licensee employees and contractors.
- UPDATE OR UPGRADES. You may obtain updates or upgrades for the Software. You may only obtain updates or upgrades for the Software from AVI or authorized sources. For more information on obtaining updates or authorized sources, contact AVI at [email protected].
- MISUSE. The use of this Software is for meal preparation and delivery services and management purposes. You may not use the Software in any way that is against US federal, state or your local laws. You may not use the Software to try to gain unauthorized access to any service, data, account or network by any means.
- SCOPE OF LICENSE. The Software is licensed, not sold. This Agreement only gives you certain rights to use the Software. AVI, and developers of any incorporated third-party software, reserve all other rights. You may not: a) reverse engineer or decompile the Software, b) translate or modify the Software or any Software documentation; or c) make more copies of the Software and documentation than these Terms specify. You may not distribute, transfer, lease, lend, assign, adapt, or sublicense the Software or any Software documentation, except as expressly authorized by AVI in writing.
- SUPPORT SERVICES. AVI may provide additional / future support services for the Meal Track Software, such as Service Level Agreements (SLAs) based on additional agreements made with Applied Visions. Please refer to those agreements for specific terms and conditions.
- APPLICABLE LAW. New York state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles.
3. TERM AND TERMINATION
The license granted under this Software License Agreement shall commence for each Meal Track program on the date that Meal Track account access has been granted to you by AVI.
Unless earlier terminated, the license shall be provided continuously, provided monthly license fees are paid as specified in Exhibit A. Customer must provide to AVI, 30 days advanced notice when electing to terminate Meal Track services.
Upon the expiration or termination of this Agreement for any reason all licenses granted hereunder automatically revert to Applied Visions and Licensee will no longer have access to the Meal Track services.
4. LIMITED WARRANTY AND LIMITED LIABILITY
- LIMITED WARRANTY. If you follow the instructions, the Software will perform substantially as described in the materials that you receive with the Software.
- TERM OF WARRANTY. This limited warranty covers the Software for the duration of the license period. To the extent permitted by law, any implied warranties, guarantees or conditions last only during the term of the limited warranty. No warranties are provided for trial, evaluation or free versions of the Software.
- EXCLUSIONS FROM WARRANTY. This warranty does not cover problems caused by your acts (or failures to act), the acts of others, or events beyond AVI’s reasonable control. AVI is not responsible for obsolescence of the Software that may result from changes in your requirements. The foregoing warranty shall apply only to the most current version of the Software issued by AVI. AVI assumes no responsibility for the use of superseded, outdated, or uncorrected versions of the Software.
- REMEDY FOR BREACH OF WARRANTY. As your exclusive remedy for any material defect in the Software for which AVI is responsible, AVI shall attempt through reasonable effort and timeframe to correct or cure any reproducible defect by issuing corrected instructions, a restriction, or a bypass. AVI shall not be obligated to correct, cure, or otherwise remedy any nonconformity or defect in the Software if you have made any changes whatsoever to the Software, if the Software has been misused or damaged in any respect, or if you have not reported to AVI the existence and nature of such nonconformity or defect promptly upon discovery thereof.
- LIMITED LIABILITY. You can recover from AVI only direct damages up to the amount you paid for the Software within the past 12 months. You cannot recover any other damages, including consequential, lost profits, special, indirect or incidental damages. The cumulative liability of AVI to you for all claims relating to the Software and this Agreement, including any cause of action sounding in contract, tort, or strict liability, shall not exceed the total amount paid to AVI for the Software. This limitation of liability is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective. AVI shall have no liability for loss of data or documentation, it being understood that you are responsible for reasonable backup precautions. In no event shall AVI be liable for any claims or demands brought against you, even if AVI has been advised of the possibility of such claims or demands. This limitation upon damages and claims is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective.
- ADDITIONAL RIGHTS. You may have additional rights under certain laws (e.g. consumer laws) that do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If such laws apply, the exclusions or limitations contained herein do not apply to you.
- NO OTHER WARRANTIES. The limited warranty is the only direct warranty from AVI. AVI gives no other express warranties, guarantees or conditions, except as expressly set forth in this agreement. AVI disclaims any and all promises, representations, and warranties with respect to the software, including its condition, its conformity to any representation or description, the existence of any latent or patent defects, any negligence, and its merchantability or fitness for a particular use.
- AGREEMENT TERMINATION. You acknowledge that, in the event of breach of any of these Terms, your Software license and rights are automatically terminated and you will not have adequate remedy in money or damages. Promptly upon termination of this Agreement for any reason or upon discontinuance or abandonment of your possession or use of the Software, you must return or destroy, as requested by AVI, all copies of the Software in your possession (if any), and all other materials pertaining to the Software (including all copies thereof).
- ENTIRE AGREEMENT. This Agreement (including the Limited Warranty and Limited Liability), any addendum, or amendment included with your purchase, are the entire agreement for the Software and any support services.
- ASSIGNMENT. Except as set forth in this Section, neither party shall assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations to a third party without the other party’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Either party may assign, without such consent, its rights and obligations under this Agreement to: (i) an Affiliate; or (ii) any entity which acquires all or substantially all of its capital stock or assets related to this Agreement through purchase, merger, consolidation, or otherwise. Any assignment in violation of the foregoing shall be void. The provisions of this Agreement shall be binding and inure to the benefit of the parties, their successors, and permitted assigns.
- SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force.
If you have any questions on this agreement or need assistance with your license key, please contact Applied Visions, Inc. at [email protected].
- Licensed Program: A subscription-based meal delivery software system, which program is marketed by Licensor under the name “Meal Track”.
- License Fees: The License Fees shall be billed monthly. Multiple different payment options are available, including payment by check, credit card, or EFT transactions. Please contact Applied Visions for payment details.
- Term of License: Continuous, based on payment of monthly license fees.
- Services Received:
- Access to and use of the Meal Track Management System
- Periodic software upgrades scheduled by AVI
- Bug fixes identified and scheduled by AVI
- Help Desk support:
- Monday through Friday 9:00 AM to 6:00 PM Eastern Time
- Phone Support: 631-759-3980
- Email Support: [email protected]