Grove Menus Inc.

Online Services License and Agreement

This License Agreement (hereinafter “Agreement”) is made and entered into on this 9th day of December, 2022 (the “Effective Date”), between Grove Menus, Inc., a Missouri corporation (hereinafter “Grove”) and {{ info.FirstName }} {{ info.LastName }} (hereinafter “Customer”). Grove and {{ info.FirstName }} {{ info.LastName }} are referred to herein collectively as “Party/Parties.”

RECITALS

WHEREAS, Grove owns, manages, and operates an online menu service with the web address of www.grovemenus.com which provides menu, recipes, and food cost services to its customers; and

WHEREAS, Grove owns, manages, and operates an online menu service with the web address of www.grovemenus.com which provides menu, recipes, and food cost services to its customers; and

WHEREAS, Customer owns and/or manages senior living communities (each a “Community” and collectively the “Communities”); and

WHEREAS, Customer desires to use Groves online menu service for its Communities;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, the Parties agree as follows:

LICENSE

1. License. Grove hereby grants to Customer, subject to the terms and conditions stated herein, a License for use of its services through its website www.grovemenus.com, in the Communities identified in Schedule A of this Agreement. This License is authorized only for the exclusive use by Customer for the Communities identified in Schedule A of this Agreement and is non-transferrable, non-sublicensable, and not to be used for personal purposes. Furthermore, Customer agrees that the License granted herein is based on the total number of beds in each Community.
2. Scope of Services. The services provided by Grove to Customer, shall be access to its food services system through its website www.grovemenus.com, which shall consist of menu planning, recipes developed by a registered dietician, and food cost estimate tools (hereinafter “Services”). A point-of-sale service is an optional service which shall incur additional costs to the Customer as more particularly set forth herein and if so selected as indicated in Schedule A, shall be incorporated herein as part of the Scope of Services. Customer agrees that it shall provide at its own costs all resources necessary to access and use Grove’s Services to include but limited to:
   • all equipment necessary for its own Internet connection, including computer and modem; and
   • procure access to the Internet, and (3) pay any fees related with such connection.
3. Term of Agreement. The term of this agreement is for six months beginning on the Effective Date set forth hereinabove and shall remain in effect through (the “Initial Term”) and thereafter shall renew for an additional six month term. The agreement will automatically renew for a period of six months for each successive term, unless cancelled by either Party by providing at least thirty (30) calendar days written notice to the other Party, prior to the commencement of the next Renewal Term. Upon such notice of cancellation as provided herein by either Party, this Agreement shall terminate upon the expiration of the then-current Initial Term or Renewal Term, whichever is applicable.
4. Termination of Agreement. Following the Initial Term of this Agreement, either Party may terminate this Agreement at any time and without cause by providing written notice of at least thirty (30) calendar days to the other Party. Termination of this Agreement under this provision, shall be effective on the last day of the month in which written notice was sent.
5. Pricing. Customer shall pay Grove a monthly fee which shall consist of the fee quoted on-line (or if negotiated separately, is indicated and established in Exhibit A) per licensed bed per community and not based on actual occupancy.
   • Point of Sale add on feature. In addition to the menus system fee, If customer elects to utilize the POS system, customer shall also pay Grove Menu’s Inc., an additional fee for use of its point-of-sale services. The pricing schedule shall be set forth hereinafter in Schedule A. Pricing shall remain fixed for the Initial Term.
6. Payment. Customer shall remit payment to Grove on or before the first (1ST) day of each month in advance for the month’s Services and shall be made by electronic deposit or check, in lawful money of the United States of America. Payments not made in full within 30 days after the date they are due are subject to interest at the rate of one- and one-half percent (1.5%) per month until paid. Without excluding any other right it may have, Grove reserves the right to suspend or terminate this Agreement and Customer’s access to any of the Services provided herein, if payment is not received by the due date. During any period of suspension, Customer will be charged for its License. If Customer or Grove terminates this Agreement, Payment will be due immediately plus any interest owed.
7. Warranties. Grove, its Services, and its website are accepted by Customer on an “as is” and on an “as available” basis. Grove makes no representations or warranties of any kind, express or implied, regarding the use or the results of its Services or the use of its website in terms of its correctness, accuracy, reliability, or otherwise. Grove shall have no liability for any interruptions in the use its website. Grove disclaims all warranties with regard to the information provided, including the implied warranties of merchantability and fitness for a particular purpose, and non-infringement. Grove will comply with all laws and regulations applicable to its Services including, but not limited to, all applicable federal, state and local ordinances and codes and will not infringe the intellectual property rights of any third-party. UNLESS OTHERWISE SPECIFICALLY SET FORTH HEREIN, ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE DISCLAIMED. GROVE IS NOT RESPONSIBLE FOR THE OUTCOME OF ANY OF ITS RECIPES AND CUSTOMER ACCEPTS THAT VARIATIONS IN ELEMENTS SUCH AS INGREDIENTS, COOKING TEMPERATURES, TYPOS, ERRORS, OMISSIONS, OR INDIVIDUAL COOKING ABILITY MAY AFFECT THE OUTCOME OF THE FOOD. Customer assumes all knowledge and compliance of applicable federal, state, and local law, regulations, and code and is responsible for compliance with such, including those related to food preparation and food services. Customer may not use the Grove’s website or its Services in any way that violates state, federal, or international laws, regulations or other government requirements. Customer further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.
8. Representations. Any product specifications and other information contained on Grove’s website and is provided as part of the Services by third party vendors or are collected from publicly available sources. While Grove makes every effort to ensure that the information on the Grove’s website is accurate according to the latest publicly available information, Grove makes no representations or warranties as to the accuracy or reliability of any information provide. Customer acknowledges that any reliance on representations and warranties provided by any vendor shall be at its own risk.
9. Liability. EXCEPT AS SPECIFICALLY STATED HEREIN, UNDER NO OTHER CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, INCLUDING LOST OR ANTICIPATED PROFITS, ARISING FROM ANY CLAIM RELATING TO THIS AGREEMENT, WHETHER SUCH CLAIMS ARE BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY EXPRESSLY DOES NOT APPLY TO TORT CLAIMS BASED ON EITHER PARTY’S OR ITS SUBCONTRACTOR’S INTENTIONAL OR GROSSLY NEGLIGENT ACTS. GROVE SHALL NOT BE HELD LIABLE FOR ANY HEALTH OR MEDICAL CONDITIONS OR ALLERGIES WHICH REQUIRE SPECIAL DIETARY CONSIDERATIONS OR INGREDIENTS. FURTHERMORE, GROVE MAKES NO WARRANTIES AND SHALL NOT BE HELD LIABLE FOR FRESHNESS OR QUALITY OF INGREDIENTS OR FOOD, FOOD ACQUISITION, FOOD STORAGE, FOOD PREPARATION, SANITARY CONDITIONS, AND ANY AND ALL OTHER SAFETY MATTERS. GROVE SHALL NOT BE HELD LIABLE FOR FOOD POISONING, ILLNESS, OR ANY OTHER MEDICAL CONDITION RELATED TO OR RESULTING FROM THE CONSUMPTION OF FOOD PREPARED WITH THE USE OF ITS RECIPES OR CONSULATIONS.
10. Relationship. The relationship between Grove and Customer is that of independent contractors. Nothing in this Agreement shall create between Grove and Customer the relationship of principal and agent, joint venture partners or any other similar or representative relationship, and neither Party shall hold itself out as an agent, representative, partner or joint venture partner of the other. Neither Party shall make for or on behalf of the other Party, or subject the other Party to any contract, agreement, warranty, guarantee, representation, assurance, or other obligation.
11. Successors and Assigns. This Agreement may not be assigned by either Party without the prior written consent of the other Party hereto, which consent shall not be unreasonably withheld, conditioned or delayed. This Agreement shall be binding upon, and inure to the benefit of, the Parties hereto and their respective permitted assigns.
12. Indemnification. Each Party agrees to release and indemnify, defend, and hold harmless the other Party, its owners, officers, directors, employees, and agents (collectively the “Indemnified Parties”) from any liability, loss, expense (including reasonable attorneys’, accountants’ and experts’ fees and disbursements as and when incurred), penalty, claim, lawsuit, cause of action, or regulatory action arising or otherwise caused directly or indirectly by: (a) a Party’s breach of this Agreement (including, but not limited to, Product and/or Service warranties) or (b) the negligent acts or omissions or intentional misconduct of a the other Party and/or its employees, agents or subcontractors. Parties’ indemnity obligations set forth above herein specifically include any and all claims arising from the other Party’s and/or its contractor’s negligent provision of Services. The Parties’ obligation to defend and indemnify the Indemnified Parties under this Section shall be reduced by the proportionate extent, if any, that the indemnified claim arises from the negligent act or omission or intentional misconduct of the Indemnified Parties.
    Whenever any claim shall arise for indemnification under this Section, the Indemnified Party shall promptly notify the other Party in writing of the claim, the facts constituting the basis for such claim and, if known, the amount or an estimate of the amount of the liability arising therefrom; provided, however, that failure to so notify the Party shall not discharge Party from its liabilities and obligations hereunder unless, and then only to the extent, that Party is actually prejudiced thereby. Parties shall undertake the defense of such claim at its own expense and with counsel of its own choosing so long as such counsel is acceptable to the Indemnified Party, such acceptance not to be unreasonably withheld, conditioned or delayed. The Indemnified Party shall not settle or compromise any such claim without the other Party’s prior agreement. Parties shall not consent to a settlement of, or the entry of any judgment arising from, any such claim or legal proceeding, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such claim, with its own counsel and at its own expense. The indemnification remedy provided hereunder is in addition to, and shall not supersede, any other remedies provided by applicable law or otherwise under this Agreement. The indemnification rights and obligations set forth in this Section shall survive expiration or termination of this Agreement.
13. Confidentiality. As a result of this Agreement: (a) Customer will have access to confidential pricing information relating to Grove’s Products and Services, including the pricing and other terms offered under this Agreement; internal business information; strategic plans and practices; margins; spend rates; discounting, marketing, promotional and sales plans, practices and programs; training practices and programs; cost, rate and pricing structures; and accounting and business methods (hereinafter “Grove Confidential Information”) and (b) Grove will have access to confidential information relating to Customer’s business including, but not limited to, internal business information; strategic and staffing plans and practices; business strategies; margins; spend rates; discounting, marketing, promotional and sales plans, practices and programs; training practices and programs; cost, rate and pricing structures; and accounting and business methods (hereinafter “Customer Confidential Information”). Grove Confidential Information and Customer Confidential Information shall collectively constitute “Confidential Information” hereunder.
    Each Party, as a “Receiving Party” of the “Disclosing Party’s” Confidential Information, acknowledges that the Disclosing Party’s Confidential Information will be the property solely of such Disclosing Party and will constitute proprietary information of the Disclosing Party and that the Receiving Party’s knowledge of the Disclosing Party’s Confidential Information may enable the Receiving Party to cause the Disclosing Party irreparable harm upon the unauthorized disclosure of such matters. Each Party, as a Receiving Party, hereby covenants and agrees that it will not use or appropriate for its own behalf, or disclose or communicate, directly or indirectly, any of the Disclosing Party’s Confidential Information to any individual, firm, company or other entity or person without the Disclosing Party’s prior written consent. Except as provided in this Agreement, the Receiving Party shall not copy or reproduce or otherwise appropriate any Confidential Information owned by such Disclosing Party and shall take all commercially reasonable steps required by the Disclosing Party to protect such Confidential Information. The foregoing obligations of confidentiality do not apply to any information that: (i) is made publicly known without fault of the Receiving Party; (ii) is lawfully disclosed to the Receiving Party by a third-party having the right to disclose the information; (iii) is produced by the Receiving Party pursuant to legal process, or under a court or government agency order to be produced, provided that the Receiving Party shall immediately notify the Disclosing Party of the request or order so that the Disclosing Party has a timely opportunity to seek a protective order or other appropriate relief; or (iv) is developed by the Receiving Party independent of the receipt of the Confidential Information.
    Furthermore, Customer will receive a unique password and account for access to and use of the Services via the Grove’s website. Customer is entirely responsible for any and all activities which occur under its account, whether authorized or unauthorized. Customer agrees to notify Grove of any unauthorized use of Customer’s account, or any other breach of security known or which should be known to Customer. Customer’s right to use the Grove’s website and the Services is personal to Customer and as such Customer agrees not to sell or make any commercial use of the Grove’s website or its Services or share information from the Grove’s website or Services with any other person or entity, including other facilities or branches of Customer’s business, without the express written consent of Grove. Customer may not copy materials from the Grove’s website, Services or Customer’s account with Grove, including but not limited menus and recipes, for use in a facility that is not authorized as set forth in Schedule A. Upon the termination of this Agreement, Customer agrees not to use Grove’s menus or the Services in any facility.
14. Copyright and Trademark. All content included or available on the Grove’s website, including site design, text, graphics, interfaces, and the selection and arrangements thereof is copyrighted by Grove, with all rights reserved, or is the property of Grove and/or third parties protected by intellectual property rights. Any use of materials on the Grove website, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of Grove is strictly prohibited. Customer agrees that it will not use any robot, spider, or other automatic device, or manual process to monitor or copy web pages or the content contained within Grove’s website.
    Grove Menus™ and grovemenus.com™ are proprietary marks of Grove. Grove’s trademarks may not be used in connection with any product or service that is not provided by Grove, or in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Grove. All other trademarks displayed on the Grove’s website are the trademarks of their respective owners and constitute neither an endorsement nor a recommendation of Grove. In addition, such use of trademarks or links to the web sites of vendors is not intended to imply, directly or indirectly, that those vendors endorse or have any affiliation with Grove.
15. Third-Party Information. Grove’s website may include links to other Internet sites that are owned and operated by online merchants or other third parties. Customer acknowledges that Grove is not responsible for the availability of, or the content located on or through, any third-party site. Customer should contact the site administrator or webmaster for those third-party sites if it has any concerns regarding such links or the content located on such sites. Customer’s use of linked third-party sites is subject to the terms of use and privacy policies of each site. Grove encourages Customer to review said privacy policies of third-party sites.
16. Modifications and Interruption of Service. Grove reserves the right to modify its website and Services with or without notice to the Customer. Grove shall not be liable for interrupted or secure access to its website Customer acknowledges that operation of the Grove’s website may be interfered with or adversely affected by numerous factors or circumstances outside of Grove’s control.
17. Notice. Any notice given pursuant to this Agreement shall be in writing and shall be deemed given on the earlier of: (a) the date of personal delivery; (b) the date of transmission by facsimile or other electronic transmission service, if a return confirmation is requested and received; or (c) three (3) business days after the date of deposit in the United States certified mail, return receipt, postage prepaid, to the Party intended to receive such notice at its address as set forth in this Agreement or at any other address subsequently provided by a Party of the giving of notice hereunder. Notices shall be sent as follows:
    
    If to Grove via mail:
    Grove Menus, Inc.
    Attn: Vance Fager
    16404 NE 127th Street
    Kearney, MO 64060
    
    If to Grove via email:
    admin@grovemenus.com
    (Must contain confirmation receipt)
18. Severability. Should any provision or portion of any provision of this Agreement be found or adjudged in conflict with any law, or unenforceable that portion will be severed, and the remaining portions hereof will remain in full force and effect.
19. Force Majeure. Neither Party shall be liable for failure or delay in performance under this Agreement due to causes such as fires, acts of God, declared or undeclared war, strikes or other labor difficulties, epidemics, pandemics, or requirements or requests of any governmental authority or any other event or circumstances beyond a Party’s reasonable control, provided that such obligation shall be performed immediately upon the termination of such cause preventing or delaying performance.
20. Dispute Resolution and Governing Law. This Agreement shall be governed, enforced and interpreted under the substantive laws of the state of Missouri applicable to agreements to be performed therein, without regard to the principles thereof regarding conflict of laws, and any applicable laws of the United States of America.
    The exclusive jurisdiction, forum and venue for any action to enforce or interpret this Agreement shall be in the Circuit Court located in Clay County, Missouri (and all appellate courts therefrom) for any such action filed in state court, or in the United States District Court for the Western District of Missouri, (and all appellate courts therefrom), for any such action filed in federal court. The Parties hereby waive any defense of lack of personal jurisdiction, lack of subject matter jurisdiction, improper venue, and/or forum non-convenience which might otherwise apply but for this provision.
    BOTH PARTIES HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY FOR ANY AND ALL CONTROVERSIES ARISING BETWEEN THE PARTIES UNDER THIS AGREEMENT.
21. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and both of which, when taken together, will constitute one and the same instrument a facsimile signature by any of the parties shall be deemed to be an original signature.
22. Entire Agreement. This Agreement and its Schedules constitutes the entire agreement between the parties with regard to the subject matter hereof and supersedes and cancels all prior agreements whether oral or written and may not be modified, altered or amended except in writing and signed by both Parties hereto.
23. Schedules to this Agreement:
    • Schedule A – List of Communities and number of beds.