Terms + Conditions
TERMS AND CONDITIONS FOR FOOD LABELING AND REGULATORY CONSULTING SERVICES
Pursuant to these Terms and Conditions (“AGREEMENT”), Food Labeling and Nutrition Consulting, Inc, a Minnesota limited liability company d/b/a Food Consulting Company (hereafter “FOOD CONSULTING COMPANY”) agrees to provide the Services to the undersigned Client (the “CLIENT”). This AGREEMENT is effective on the date the CLIENT signs this AGREEMENT.
ARTICLE 1. SERVICES.
FOOD CONSULTING COMPANY will:
1.1 Perform agreed upon services for the CLIENT, which may include nutrition analysis, label artwork review and other services described on https://www.foodlabels.com/services, or additional services that are mutually agreed upon in writing (hereinafter the “SERVICES”) in a professional manner, using a degree of care and skill ordinarily exercised by and consistent with the standards of the profession and practice in the field of nutrition analysis and package labeling. While the SERVICES may include the production of a digital Nutrition Facts label, the SERVICES do not include the production of physical labels or physical Nutrition Facts labels. If you have any questions about the SERVICES we offer, or what is included in a particular package, please email us (admin@foodlabels.com).
1.2 Retain all pertinent records relating to the SERVICES for a period of at least one (1) year following CLIENT’s last payment to FOOD CONSULTING COMPANY. CLIENT shall have the right to view these records upon reasonable notice to FOOD CONSULTING COMPANY.
ARTICLE 2. CLIENT REPRESENTATIONS AND WARRANTIES.
CLIENT represents and warrants that:
2.1 The undersigned signatory for CLIENT has the full authority to execute this AGREEMENT on CLIENT’s behalf, and has the full authority to transmit instructions, create an account on FOOD CONSULTING COMPANY’s website, receive information and data, and to order, at CLIENT’s expense, additional SERVICES.
2.2 CLIENT shall pay all invoices and amounts due to FOOD CONSULTING COMPANY pursuant to Article 3, below.
2.3 The information and data CLIENT supplies to FOOD CONSULTING COMPANY shall be accurate. CLIENT acknowledges and agrees that CLIENT is solely responsible for the accuracy of the information and data provided to FOOD CONSULTING COMPANY, including but not limited to data related to CLIENT’s formulas, recipes, measures & weights of ingredients, production yields, the additional data pertaining to the other ingredients such as nutrition information for specific ingredients used by CLIENT in the recipe or product, and any other information supplied to FOOD CONSULTING COMPANY. CLIENT further understands and agrees that the accuracy of any information provided to CLIENT by FOOD CONSULTING COMPANY is based on the information and data supplied by CLIENT, and therefore FOOD CONSULTING COMPANY does not and cannot guarantee complete accuracy of the SERVICES. CLIENT agrees to indemnify, defend and hold FOOD CONSULTING COMPANY harmless for damages, errors or inaccuracies that occur as a result of any data or information CLIENT provides, and CLIENT’s nutrition facts, ingredients lists, and allergen lists. Financial liability for any errors made by FOOD CONSULTING COMPANY is limited to the cost of SERVICES rendered.
2.5 The undersigned signatory for CLIENT has the full authority to act on behalf of CLIENT to enter this AGREEMENT, to create a CLIENT workspace on FOOD CONSULTING COMPANY’S website, provide and upload information and files to CLIENT site, and to add additional users to the site for CLIENT.
2.6 CLIENT agrees to and assumes all responsibility for managing the users authorized to access CLIENT’s workspace on FOOD CONSULTING COMPANY’S website. The CLIENT shall notify FOOD CONSULTING COMPANY in writing of any users whose authority to access CLIENT’s workspace has been revoked; upon receiving such notice, FOOD CONSULTING COMPANY agrees to promptly revoke access by the indicated users to the CLIENT’s workspace.
2.7 CLIENT agrees to Food Consulting Company’s Terms of Service, which are incorporated herein through this reference, and which are available at https://www.foodlabels.com (“TERMS OF SERVICE”).
ARTICLE 3. PAYMENT.
3.1 All SERVICES require prepayment. CLIENT shall order services and pay online via FOOD CONSULTING COMPANY ’s order page (www.foodlabels.com/order). FOOD CONSULTING COMPANY shall not commence SERVICES for CLIENTS until the required payment is received by FOOD CONSULTING COMPANY.
ARTICLE 4. LIMITATIONS ON THE SERVICES AND THIS AGREEMENT.
4.1 FOOD CONSULTING COMPANY, by the performance of the SERVICES, does not in any way assume, abridge or abrogate any duties, responsibilities or authorities with regard to the CLIENT’S products.
4.2 The SERVICES, and the resulting data, reports and analysis, are prepared based upon the information provided by CLIENT. CLIENT specifically acknowledges and agrees that FOOD CONSULTING COMPANY assumes no responsibility for variations in quality, composition, appearance, or any similar feature of products over which FOOD CONSULTING COMPANY has no control.
4.3 Nothing in this AGREEMENT shall grant or imply the right of either party to commit the other party for any obligations or to act as agent for the other party, or otherwise, on its behalf. This AGREEMENT does not create a joint venture, partnership, or employee/employer relationship.
ARTICLE 5. TERMINATION AND TRANSFER.
5.1 This AGREEMENT may be terminated by either party if the other party breaches this AGREEMENT and fails to cure the breach after ten (10) days receipt of written notice of the breach. In the event this AGREEMENT is terminated, FOOD CONSULTING COMPANY is not responsible for refunds once the order is confirmed and work has begun. Notwithstanding the foregoing, FOOD CONSULTING COMPANY may terminate this Agreement at any time for any reason, provided FOOD CONSULTING COMPANY refunds CLIENT any pre-paid but undelivered SERVICES.
5.2 CLIENT shall not delegate, assign, sublet or transfer CLIENT’S duties or interest in the AGREEMENT without the prior written consent of FOOD CONSULTING COMPANY.
5.3 FOOD CONSULTING COMPANY may assign its interest under this Agreement upon providing reasonable notice to CLIENT of the same.
ARTICLE 6. USE OF REPORTS AND INTELLECTUAL PROPERTY.
6.1 CLIENT acknowledges and agrees that any information, report, analysis and/or data furnished by FOOD CONSULTING COMPANY is furnished solely for the benefit of CLIENT. CLIENT further acknowledges and agrees that such information, report, analysis and/or data may not be reproduced or published in full or in part, or altered, amended, made available to or relied upon by any other person, firm or entity without FOOD CONSULTING COMPANY’s prior written consent except where the SERVICES CLIENT purchases includes nutrition label preparation, ingredient list preparation, and/or allergen statement creation. In this case, CLIENT may reproduce and publish the nutrition label panel, ingredient lists, and allergen statements that were prepared by FOOD CONSULTING COMPANY on the CLIENT’s product.
6.2 CLIENT shall not, without obtaining the prior written consent of FOOD CONSULTING COMPANY, use FOOD CONSULTING COMPANY’s name or logo, or the information, report, analysis and/or data prepared by FOOD CONSULTING COMPANY in connection with any marketing or advertising or in any publication concerning or relating to CLIENT or CLIENT’s products.
6.3 CLIENT shall not misrepresent the substances or effect of or any material fact, conclusion or finding contained in any report or other information received from or relating to FOOD CONSULTING COMPANY and/or the SERVICES FOOD CONSULTING COMPANY provided to CLIENT.
6.4 FOOD CONSULTING COMPANY acknowledges that CLIENT is the owner of valuable trade secrets, formulas, inventions, technology, know-how, and/or other data, concepts or information, which are not public and are proprietary or confidential (the “CONFIDENTIAL INFORMATION”). For the maximum period permitted by applicable law, FOOD CONSULTING COMPANY shall hold the CONFIDENTIAL INFORMATION in secrecy and confidence and shall use the CONFIDENTIAL INFORMATION solely for the purpose of carrying out the SERVICES. FOOD CONSULTING COMPANY shall not disclose or otherwise make available any Confidential Information to any person, firm, corporation or other entity, other than to FOOD CONSULTING COMPANY ‘s employees, consultants, accountants, attorneys, successors, assigns, advisors, and agents on a need-to-know basis, in order to permit those people to assist FOOD CONSULTING COMPANY in performing the SERVICES. Upon request, FOOD CONSULTING COMPANY will gladly review, and will sign reasonable confidentiality or non-disclosure agreements.
6.5 FOOD CONSULTING COMPANY shall not obtain any intellectual property rights in CLIENT’s CONFIDENTIAL INFORMATION.
6.6 The technology, marketing materials and software underlying FOOD CONSULTING COMPANY’s SERVICES are the property of FOOD CONSULTING COMPANY and FOOD CONSULTING COMPANY’s affiliates (the “FOOD CONSULTING COMPANY TECHNOLOGY”). CLIENT acknowledges FOOD CONSULTING COMPANY is the owner of the FOOD CONSULTING COMPANY TECHNOLOGY and agrees not to use the FOOD CONSULTING COMPANY TECHNOLOGY without FOOD CONSULTING COMPANY’s prior written consent. In addition, FOOD CONSULTING COMPANY’s name and logos are trademarks and service marks of FOOD CONSULTING COMPANY (collectively the “FOOD CONSULTING COMPANY TRADEMARKS”). Nothing in this AGREEMENT should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the FOOD CONSULTING COMPANY TRADEMARKS, and CLIENT may only use the FOOD CONSULTING COMPANY TRADEMARKS if CLIENT obtains prior written consent from FOOD CONSULTING COMPANY.
6.7 CLIENT agrees that FOOD CONSULTING COMPANY may use the name and logo of CLIENT and any statements by the CLIENT about the SERVICES to promote FOOD CONSULTING COMPANY’s business.
ARTICLE 7. WARRANTIES AND DISCLAIMERS.
7.1 Nutritional analysis information provided by FOOD CONSULTING COMPANY is based on the estimated database analysis using available standard USDA ingredients or specific brand name ingredients that are contained within FOOD CONSULTING COMPANY’s computer database programs. CLIENT acknowledges and agrees that because some nutritional values may vary depending on the exact ingredients and specific brand name ingredients used by CLIENT, FOOD CONSULTING COMPANY is not responsible for any damage, loss, fees or penalties caused by these variances.
7.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FOOD CONSULTING COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM FOOD CONSULTING COMPANY’S PERFORMANCE OF THE SERVICES; AND CLIENT HEREBY WAIVES ALL CLAIMS OR CAUSES OF ACTION AGAINST FOOD CONSULTING COMPANY RELATED THERETO.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FOOD CONSULTING COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE INFORMATION, DATA, REPORTS AND/OR ANALYSIS THAT RESULTS FROM FOOD CONSULTING COMPANY’S OR ANY THIRD PARTIES’ PERFORMANCE OF THE SERVICES; (II) PERSONAL INJURY, INCLUDING DEATH, INCLUDING BUT NOT LIMTIED TO PERSONAL INJURY OR DEATH CAUSED BY ERRORS, MISTAKES, OR INACCURACIES OF THE INFORMATION, DATA, REPORTS AND/OR ANALYSIS THAT RESULTS FROM FOOD CONSULTING COMPANY’S PERFORMANCE OF THE SERVICES (III) CLIENT’S GOVERNMENT FEES, FINES AND/OR PENALTIES; (IV) CLIENT’S COMPLIANCE WITH FEDERAL, STATE OR LOCAL LAWS AND REGULATIONS; (V) CLIENT’S DATA, INFORMATION, AND COMMUNICATIONS STORED ON THIRD PARTY DATABASES OR IN COMPANY’S SYSTEM; AND (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH FOOD CONSULTING COMPANY; AND CLIENT HEREBY WAIVES ALL CLAIMS OR CAUSES OF ACTION AGAINST FOOD CONSULTING COMPANY RELATED THERETO.
IN NO EVENT SHALL FOOD CONSULTING COMPANY, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO CLIENT FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT CLIENT PAID TO FOOD CONSULTING COMPANY. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN THE EVENT THAT FOOD CONSULTING COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
FOOD CONSULTING COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. FOOD CONSULTING COMPANY MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET CLIENT’S REQUIREMENTS, (II) THE SERVICES WILL BE TIMELY OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND (IV) THE QUALITY OF THE SERVICES AND/OR MATERIAL OBTAINED BY CLIENT THROUGH THE SERVICES WILL MEET CLIENT’S EXPECTATIONS; AND CLIENT HEREBY WAIVES ALL CLAIMS OR CAUSES OF ACTION AGAINST FOOD CONSULTING COMPANY RELATED THERETO.
PLEASE NOTE SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. CLIENT MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
7.3 FOOD CONSULTING COMPANY expressly assumes no liability or responsibility for CLIENT’s products, and provides no warranties or assurances regarding CLIENT’s products or business. All claims against FOOD CONSULTING COMPANY must be brought within one year of accrual of the claim.
ARTICLE 8. INDEMNITY, CHOICE OF LAW/VENUE, NOTICES AND ENFORCEMENT.
8.1 CLIENT agrees to defend, indemnify and hold harmless FOOD CONSULTING COMPANY and its employees, officers, directors, shareholders and independent contractors against all liability, claims, demands, damages, costs and expenses of claims arising out of the conduct of CLIENT, CLIENT’s products, or any violation by CLIENT of this AGREEMENT or the TERMS OF SERVICE (the “CLAIMS”), such defense shall include but not be limited to attorneys’ fees, costs and reasonable hourly charges of employees of FOOD CONSULTING COMPANY. FOOD CONSULTING COMPANY agrees to notify CLIENT promptly of any such CLAIM. The obligations set forth in this paragraph shall survive the termination of this AGREEMENT.
8.2 This AGREEMENT will be construed in accordance with the laws of the State of Minnesota. The parties (a) hereby irrevocably and unconditionally agree to submit all disputes arising out of or relating to this AGREEMENT to binding arbitration under the rules of the American Arbitration Association shall govern all aspects of the arbitration and the arbitration shall be conducted by a single arbitrator, with the prevailing party to pay all costs and attorney fees. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If, for any reason, a dispute is not arbitrated, the parties agree to the jurisdiction of the state and federal courts located in Hennepin County Minnesota.
8.3 Any notice pertaining hereto shall be in writing. Any such notice and payment due hereunder shall be served by delivering the notice or payment personally or by sending it by email or mail with postage prepaid, to the address listed on the signature line of this AGREEMENT (or as subsequently designated in writing).
8.4 In the event that any term of this AGREEMENT is held by a court to be unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this AGREEMENT shall otherwise remain in full force and effect and enforceable. This AGREEMENT may be executed in counterparts, each of which shall represent an original, and all of which, when taken together, shall constitute one and the same instrument. Signatures transmitted by facsimile, e-mail, or other comparable means shall be deemed original.
8.5 This AGREEMENT represents the entire agreement between CLIENT and FOOD CONSULTING COMPANY, and supersedes all prior negotiations, representations, or agreements, written or oral. The AGREEMENT may be amended only by written instrument signed by CLIENT and FOOD CONSULTING COMPANY. In the event of a conflict between this AGREEMENT and the terms contained within any INVOICES, emails, or other documents (except the TERMS OF SERVICE), the terms of this AGREEMENT shall govern.
ARTICLE 9. NOTICE.
9.1 Any written notice required under this Agreement to be provided to FOOD CONSULTING COMPANY shall be sent to: admin@foodlabels.com.
9.2 Any written notice required under this Agreement to be provided to FOOD CONSULTING COMPANY shall be sent to the email indicated with the CLIENT’s signature accepting this agreement.
