These Consulting Services Terms & Conditions together with the Letter Agreement and Quote constitute the valid, complete and binding contract between Goodnature and Client.  We refer to the Letter Agreement, the quote and the Terms and Conditions together as the “Agreement” in this contract.   By signing this Agreement, you represent and warrant to us that you have the authority to enter into this Agreement.    

Our Services:  The Letter Agreement contains a description of the services and deliverables we will provide to you (our “Services”).

Fees & Payment Terms:  You agree to pay our fees as specified in the Letter Agreement in United States Dollars.   We will invoice you as stated in the Letter Agreement and, unless otherwise stated in the Letter Agreement, each invoice is due and payable within 30 days after receipt.  Late payments will bear interest at 1.5% per month, or, if lower, the maximum amount permitted by law.  All fees are exclusive of taxes.  You will pay all sales, use, duties or other taxes that are lawfully imposed on the Services or deliverables. 

Term & Termination.  Our Agreement starts on the day you sign the Letter Agreement and will remain in place until we complete the Services. You may terminate an agreement at any time, however any services paid for up until the termination date are non-refundable. We will provide you with all deliverables prepared by us (that you have paid for) up to the date of termination. We expect our clients to cooperate with us by timely answering our questions and paying our fees.  If we experience unreasonable delays in payment or response time, we will let you know and work to find a solution that works for both of us.  If we don’t feel we can do that, we will terminate the Agreement.  At that time, we will deliver to you all deliverables for which you have paid. 

Ownership of Deliverables.  Upon full and final payment of all fees due, you will own all customized deliverables (including, recipes, SSOPs, and other documents) that we prepared exclusively for you (“Customized Deliverables”).  To the extent that any of Customized Deliverables contain our logo, templates, designs, report formats,  and other standardized pre-existing content (collectively defined as “Goodnature Materials”), we retain ownership of the Goodnature Materials, and all intellectual property therein, and provide to you a non-exclusive, perpetual, irrevocable, royalty-free license to use the Goodnature Materials incorporated in your Customized Deliverables solely to the extent necessary to use your Customized Deliverables for your internal business use only. You agree that you may not use our name and logo for any reason without our prior written permission. 

Confidentiality.  We agree that we will keep all of your Confidential Information confidential and not to disclose it to anyone other than our employees and agents who need to know the information to provide the Services.  We will only use your confidential information to provide Services to you.  Confidential Information means any information that you have advised us in writing (or orally, followed up in writing within 30 days) is confidential.  Confidential Information does not include any information that (i) was already known by us at the time of disclosure, (ii) was developed by us independently of any disclosure by you, (iii) was publicly available at the time of disclosure, or (iv) is legally required  to be disclosed by us by order of a court, subpoena, summons or other legal process or legal requirement.

DISCLAIMER OF WARRANTIES.  GOODNATURE DISCLAIMS, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES FOR THE SERVICES AND CUSTOMIZED DELIVERABLES PROVIDED BY US UNDER THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  GOODNATURE DOES NOT WARRANT OR GUARANTEE THAT YOU WILL REALIZE ANY RESULTS BY VIRTUE OF THE USE OF THE CUSTOMIZED DELIVERABLES OR SERVICES. ANY ORAL OR WRITTEN STATEMENT OR ADVICE GIVEN BY ANY OF OUR EMPLOYEES, CONSULTANTS, OR AGENTS SHALL NOT CONSTITUTE A REPRESENTATION OR WARRANTY BY GOODNATURE UNDER THIS AGREEMENT OR INCREASE THE SCOPE OF ANY WARRANTY PROVIDED BY GOODNATURE UNDER THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN YOU AND US.

DISCLAIMER OF LIABILITY.  IN NO EVENT WILL GOODNATURE BE LIABLE FOR ANY EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF OPPORTUNITY, LOSS OF GOODWILL (COLLECTIVELY DEFINED AS “CONSEQUENTIAL DAMAGES”) WHETHER FORESEEABLE OR NOT, REGARDLESS OF CAUSE, INCLUDING WITHOUT LIMITATION, THE NEGLIGENT ACTS OR OMISSIONS, BREACH OF CONTRACT, WARRANTY (EXPRESS OR IMPLIED) OR DUTY (STATUTORY OR OTHERWISE) OR STRICT LIABILITY OF GOODNATURE OR ANY OF ITS AGENTS OR ANY OTHER THEORY OF LEGAL LIABILITY, WHETHER ASSERTED IN CONTRACT, TORT OR OTHER THEORY OF LAW, HOWSOEVER CAUSED. GOODNATURE’S MAXIMUM LIABILITY TO CLIENT WITH RESPECT TO THE SERVICES SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT FOR THE SERVICES AND CUSTOMIZED DELIVERABLES THAT ARE THE SUBJECT OF THE APPLICABLE CLAIM.

Shelf Life.  As part of the Services, we may prepare Customized Deliverables for you that may contain  recipes or general guidelines on food safety or on shelf life of juice products.     We do not represent or warrant the accuracy of any shelf life or food safety guidelines.  The shelf life of juice is subject to a myriad of factors including, without limitation, the freshness and acidity of your ingredients, the temperature of juicing facility and storage of the product,  cleanliness, and preservation methods for the juice.  Goodnature provides no warranty regarding shelf life or food safety related to any juices created through use of its products or Services or with any Customized Deliverables.  It is your responsibility to ensure food safety.  Goodnature is not responsible for any damage or loss, medically or otherwise, resulting from ingestion of juices prepared using its products, the Services, or Customized Deliverables (including, without limitation, any recipes or guidelines.) 

Compliance with laws.  Goodnature and Client each agree to comply with all applicable laws to which they are subject.

Indemnification.  Client agrees to defend, indemnify, and hold harmless Goodnature and each of its affiliates and each of their respective directors, officers, managers, members, employees, agents, successors and assigns (collectively, “Indemnified Parties”) against  damage, loss, liability, cost or expense (including reasonable attorneys’ fees) resulting from any third party claim arising out of or relating to any products sold by Client.

Governing Law.  Goodnature and Client agree that the laws of the State of New York govern the Agreement and that this Agreement will be construed in accordance with the laws of the State of New York.  Goodnature and Client each agree to submit to the exclusive jurisdiction of the courts of Erie County, New York, or of any federal court located in the Western District of New York to resolve all disputes. 

Independent Contractor.  This Agreement is not to be interpreted as, and will not be interpreted to create, a partnership, association, joint venture, employee or agency relationship between Goodnature and Client for any purpose.  

Entire Agreement; Amendment; Survival.  Goodnature and Client agree that this Agreement including the Letter Agreement (including the attached quote) and these Terms and Conditions constitutes the sole and entire agreement between Goodnature and Client with respect to the Services and supersedes all prior and contemporaneous understandings and agreements (both written and oral) with respect to the Services and deliverables.  The Terms and Conditions intended to survive the termination of the Agreement, including without limitation, Ownership of Deliverables, Confidentiality, Disclaimer of Warranties, Disclaimer of Liability, Shelf Life, Indemnification, and Governing Law, shall survive any termination or expiration of this Agreement.

No Third Party Beneficiaries.  Except for the rights of the Indemnified Parties, Client and Goodnature do not confer any rights or remedies upon any person or entity other than the parties to this Agreement and their respective successors and permitted assigns.