CHILD NUTRITION CENTRAL TERMS OF USE

Effective Date: Updated December 6, 2016

1. Acknowledgment and Acceptance of Terms

Your access to and use of inTEAM’s Child Nutrition Central (“CN Central,” also known as “Decision Support Toolkit” or “DST”) and its associated materials (collectively, the “Service”) is subject to the terms and conditions set forth on this page and pages to which it is linked (collectively, the “Terms”). Please read these Terms carefully. These Terms may have changed since your last use of the Service. By using the Service in any capacity, you indicate your acceptance of these Terms and inTEAM’s Privacy Policy. If you do not accept these Terms, then you may not access and use the Service.

2. General Eligibility

You must be 18 years old or older to use the Service. By using the Service, you represent and warrant to inTEAM that you have the right, authority, and capacity to enter into, and abide by, the Terms, for yourself and for any legal entity by which you are employed or engaged or on whose behalf you are using the Service (“your Organization”). You represent and warrant to inTEAM that the Organization on whose behalf you are accessing the Service is either (i) a state governmental agency or a school district that has been granted a license to access the Service by inTEAM or (ii) a school district whose employees are authorized to access the Service pursuant to a license granted by inTEAM to the governmental agency that designated you as an authorized user of the Service. You also must have registered with inTEAM and any applicable fees charged by inTEAM must be paid on a current basis. Any other use of the Service by you or your Organization is not authorized.

3. Registration

By registering for the Service, you agree to provide true, accurate, current and complete information about yourself and your Organization as prompted by the registration form. If any information provided by you is untrue, inaccurate, not current or incomplete, inTEAM may reject your registration and terminate your right to use the Service. You are responsible for all activities that occur under your registered account.

4. Use of the Service and Content

The Service includes data, text, software, audio, images, photographs, graphics, video, messages, files or other materials (collectively, the “Content”). The Content may include certain materials which may be owned by third parties, including both private and government sources (“Third Party Content”), and may be subject to terms and conditions in addition to the Terms (“Third Party Terms”). You understand and agree that the Service may contain Content that has been contributed by other users of the Service, and that inTEAM is not responsible for the accuracy or intellectual property rights of or relating to Content.

No part of the Content or any output from the Service may be reproduced or transmitted in any form, by any means, electronic or mechanical, including photocopying and recording, except as otherwise permitted in these Terms and/or the applicable Third Party Terms, which may provide for payment and further restrictions on use or distribution. Without limiting the generality of the foregoing, you may not distribute any part of the Service over any network, including, without limitation, a local area network, nor sell or offer it for sale.

The Service may only be used by individuals who have logged in personally and may not be accessed, monitored or otherwise connected to automated means. Unless expressly agreed to in writing between inTEAM and your Organization, you and your Organization agree to use the Service, the Content or any data or other information incorporated in, or resulting from use of, the Service (“Service-Relating Information”) solely for the purpose of your Organization complying with state and federal legal requirements applicable to nutritional programs and food service operations of schools and not to use the Service-Related Information for any other purpose or provide or otherwise make available any Service-Related Information to any person other than another employee or contractor of your Organization who uses such data or information solely for the purpose of your Organization’s compliance with such state and federal legal requirements. You agree to immediately notify inTEAM of any unauthorized use of the Service of which you know or suspect.

You will not: (i) distribute, sublicense, lease, rent, loan, or otherwise transfer or provide access to the Service or any software or technology used to provide the Service; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for any such software; (iii) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content; or (iv) remove, alter, or obscure in any way any proprietary rights notices (including copyright notices) of inTEAM or its licensors or their respective service providers on or within any web pages or other materials provided as part of the Service.

5. Information Privacy

In the course of your use of the Service, inTEAM may collect information, including your identity, relevant data provided or submitted by you for analysis, or other matters. inTEAM reserves the right to use identifying information in connection with its business and market planning.

6. Your Submissions

You (a) grant to inTEAM a worldwide, irrevocable, transferable, royalty-free, perpetual, exclusive license, with the right to sublicense, to use, reproduce, modify, adapt, create derivative works from, distribute, perform, display, translate, sell, re-sell, publish and otherwise exploit any text or data provided by you in the course of your use of the Service (“Participant Content”), in whole or in part, in any form, media or technology, now known or hereafter developed in connection with the provision of the Service, and (b) represent and warrant that you have sufficient rights in the Participant Content to grant such license. Notwithstanding the foregoing, inTEAM may use Participant Content that is stored in inTEAM’s hosted environment in an aggregate, anonymized form following the termination or expiration of this Agreement for purposes of providing peer CN Central services based on such aggregate data. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any Participant Content, even if your Participant Content is altered or changed in a manner not agreeable to you. You further acknowledge and agree that no compensation will be paid with respect to the use of your Participant Content.

You represent and warrant that your Participant Content does not (i) contain confidential or proprietary information; (ii) infringe and, as to inTEAM’s permitted uses set forth in this Agreement, will not infringe any intellectual property or other right of any third party; and (iii) violate this Agreement or any applicable laws and regulations.

You agree not to submit or otherwise transmit any software or other material that contains a virus or other harmful code or device.
You agree that any violation of the Terms may result in termination of your privileges as a user of the Service, without prejudice to other rights or remedies that inTEAM may have under this Agreement or applicable law.

7. Copyright Infringement Notification – Digital Millennium Copyright Act

If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our copyright agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

inTEAM’s designated copyright agent to receive notifications of claimed infringement is Chip Goodman, PO Box 2410, Santa Monica, CA 90407, email: Chip@e-inteam.com. You acknowledge that if you fail to comply with all of the requirements of this Section 7, your DMCA notice may not be valid.

8. Digital Millennium Copyright Act Counter-Notice

If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to inTEAM’s copyright agent:

Your physical or electronic signature;

Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;

A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Los Angeles, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by inTEAM’s copyright agent, inTEAM may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at inTEAM’s sole discretion.

9. Modifications to the Service

inTEAM reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service, or any part of the Service, with or without notice and without cost. Furthermore, the Service may become unavailable due to maintenance or malfunction of computer equipment or other reasons. You agree that inTEAM will not be liable to you or to any third party for any modification, suspension, malfunction or discontinuance of the Service.

10. Intellectual Property Rights

The Service and all of its Content are owned or controlled by inTEAM and its licensors, and are protected from unauthorized reproduction and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. All product names used in connection with the Service or other services by inTEAM are trademarks or registered trademarks of their respective owners.

11. Cancellation and Termination

You may terminate your registration and right to use the Service at any time; however, the Terms shall remain in effect after termination of your registration or your use of the Service for any reason and your Organization will remain liable for any fees and charges in accordance with the applicable pricing and payment terms for the Service. Neither your organization nor you will be entitled to a refund of any fees paid or payable in respect of the remaining term of any subscription.

inTEAM, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Service, or any other inTEAM service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your account or your access to your account, and the forfeiture and relinquishment of all Content in your account. inTEAM reserves the right to refuse service to anyone for any reason at any time.

12. Indemnification

By using the Service, you agree, for yourself and your Organization, to defend, indemnify and hold inTEAM and its affiliates, officers, directors, employees, representatives, successors and assigns, harmless from any and all claims, damages, losses, liabilities, costs and expenses, including but not limited to reasonable attorneys’ fees, arising in any way from (a) the use or misuse of the Service by you, your Organization or any other person using the Service on behalf of your Organization, including, without limitation, the uploading, posting, publishing, e-mailing, reproduction, distribution or transmission of any Content, Participant Content, or other materials by you or others authorized by you, (b) the unauthorized or infringing use of the Content by you, your Organization or anyone authorized by you, (c) the violation or infringement of any third party right, including without limitation any copyright, property or privacy right, arising from or relating to the use of your Participant Content as contemplated in these Terms, (d) violation of these Terms or (e) any claim that your Participant Content caused damage to a third party. inTEAM reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with inTEAM in asserting any available defense.

13. Disclaimer of Warranties

DATA, CONTENT AND ANALYSIS FROM THE SERVICE IS PROVIDED “AS IS.” SPECIFICALLY, BUT WITHOUT LIMITATION, INTEAM DOES NOT WARRANT THAT: (i) SUCH DATA, CONTENT AND/OR ANALYSIS IS CORRECT, ACCURATE, RELIABLE OR COMPLETE; (ii) THE FUNCTIONS OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THE SERVICE OR THE SERVER(S) THAT MAKE EACH AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES SHALL INTEAM BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE OR OTHER INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, REVENUES, DATA OR COMPENSATION THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICE, EVEN IF INTEAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL INTEAM’S TOTAL LIABILITY TO YOU AND YOUR ORGANIZATION FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED US $100 OR THE LOWEST AMOUNT PERMITTED UNDER APPLICABLE LAW.

15. Jurisdiction

inTEAM makes no representation that the Service is appropriate or available for use outside the United States. Those who choose to access the Service from outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

16. Enforcement

These Terms are governed and interpreted pursuant to the laws of the State of California, United States of America, notwithstanding any principles of conflicts of law.

All disputes arising out of or relating to these Terms shall be finally resolved by arbitration conducted in the English language in Los Angeles, California, U.S.A. under the commercial arbitration rules of the American Arbitration Association. The parties shall appoint as sole arbitrator a retired judge who presided in the State of California. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement, and inTEAM shall be entitled to seek injunctive relief or other equitable remedies from any court of competent jurisdiction.

If any part of these Terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions. inTEAM may, at its sole discretion and without notice, revise these Terms at any time by updating this posting. By accessing and/or using the Service and any information and materials made available on or through the Service, you agree that such activity will be subject to the then-current Terms. Therefore, you should periodically visit this page to review the then-current Terms to which you are bound

17. Entire Agreement

This is the entire Agreement between the parties relating to the subject matter herein and shall not be modified except in writing signed by both parties or by a new posting by inTEAM, as described above. To the extent that you may be accessing the Service based on a subscription or other arrangement by your Organization, any provisions of this Agreement that are inconsistent with the terms of such subscription or arrangement shall not apply to such Organization, but shall continue to be applicable to you.

18. Assignment

You shall not transfer, assign, sub-license nor pledge in any manner whatsoever, any of your rights or obligations under these Terms. All such attempted transfers, assignments, sub-licenses or pledges are void. inTEAM may transfer or assign these Terms without restriction.

19. For Additional Information

If you have any questions about the Terms and or Privacy Policy, please contact inTEAM in writing at the following address:

PO Box 2410

Santa Monica CA 90407.

Telephone Number: 1-866-457-4705.

Facsimile: 310-656-6845.

Email: info@e-inteam.com.