Grove Menus Inc.

1 Year Contract and Online Services License and Agreement

Online Services License and Agreement

{{ info.FirstName }} {{ info.LastName }} (“Client”) enters into and agrees with all of the terms and conditions of this Online Services License and Agreement (the “Agreement”) with Grove Menus, Inc. (“Grove”), effective as of August 13, 2022 (the “Effective Date”)

1. Grove Menus

Grove is the sole owner and manager of www.grovemenus.com (the “Grove Menus” Website), an online menu, recipe, food cost and kitchen management system.

2. License Grant

On the terms and subject to the conditions of this Agreement, upon Client’s execution of this Agreement and Grove’s receipt of payment from Client as provided herein, Grove hereby grants to Client a limited, non-exclusive, non-transferable, non-sublicensable license during the Term of this Agreement to use the Grove Menus Website, provided that the Grove Menus Website is used solely by Client. This license is non-transferable and may be used only by the Client with respect to the authorized facility (the “Authorized Facility”) identified in Client’s on-line application for this license. Client represents and warrants to Grove that all information provided by Client in the on-line application is true, correct and complete. Employees and other individuals associated with Client may not access the Grove Menus Website for personal use. If Client desires to add additional beds to the Authorized Facility or desires to add additional facilities to the use the Grove Menus Website, Client must notify Grove of those additional beds or facilities and an additional fee will be determined by Grove.

3. Payment Terms

The Authorized Facility and total number beds for which this Agreement and the license granted hereunder apply are specifically identified in Client’s online application. Client will pay monthly fees in advance for the use of the Grove Menus Website as set forth in the online application. Client agrees that Grove may charge the Client’s credit card identified in the on-line application for all fees charged by Grove pursuant to this Agreement for Client’s use of the Grove Menus Website. If Client’s credit card fails to pay for such fees Client agrees to immediately pay such fees by some other form of payment. The license fees will be increased by Grove as additional beds or Authorized Facilities are added to this Agreement.

4. Non-Payment

Fees not paid in full within 10 days after the date they are due are subject to interest at the rate of 1.5% per month until paid. Grove reserves the right to suspend or terminate this Agreement and Client’s access to the Grove Menus Website if payment is not received by the due date. Client will continue to be charged for its license during any period of suspension. If Client or Grove terminates the Agreement, Client will be obligated to pay the balance due on the account plus interest.

5. Termination of Agreement

Either Grove or Client may suspend or terminate this Agreement for cause, defined as the failure to comply with any material term or condition of this Agreement, at any time upon 30-day’s written notice.

6 Assignment

This Agreement may be assigned by Grove, in its sole discretion, to a third party in the event of a merger, acquisition or sale of all or a substantial portion of Grove’s business. Client may not assign, transfer or delegate this Agreement or any rights or obligations hereunder, without the prior written consent of Grove. Subject to the foregoing, this Agreement shall inure all the benefit of and be binding upon the respective successors and assigns of the parties.

7. Independent Contractors

Each of Grove and Client are independent contractors and neither shall be considered to be the agent, joint venturer, employer, representative, master or servant of the other for any purpose whatsoever. Client acknowledges and agrees that it does not have any authority to bind Grove to any obligation, contract or agreement.

8. Notices

All notices, demands, requests or other communications required or permitted under this Agreement will be deemed given when (i) personally delivered; (ii) upon receipt after being sent by registered U.S. mail, return receipt requested; (iii) upon receipt after being sent by commercial overnight courier service with tracking capabilities; or (iv) sent by email (with confirmation of delivery).

9. Governing Law; Dispute Resolution

This Agreement shall be deemed to be subject to, and have been made under, and shall be construed and interpreted in accordance with the laws of the State of Utah without regard to any conflict of laws principles. Prior to commencing any litigation or other formal dispute resolution, the parties agree to attempt in good faith to resolve such dispute through negotiations between representatives for thirty (30) days. If any such dispute cannot be resolved between the parties, Utah state and federal courts shall have exclusive jurisdiction and venue of such dispute and the parties hereby consent to the personal jurisdiction of such courts.

10. Severability

If any provision or portion of a provision of this Agreement is held to be invalid or unenforceable under applicable law, the remaining provisions and portions of provisions shall remain valid and enforceable to the maximum extent possible.

11. Entire Agreement

This Agreement, including the following Terms of Use, constitutes the entire agreement of Grove and Client and supersedes all proposals, oral or written, all negotiations, conversations, discussions, or agreements between the parties relating to the subject matter of this Agreement and all past dealing or industry custom.

Terms of Use

Following are the Terms of Use that Client and each of Client’s users agree to abide by with regard to its and their use of the Grove Menus Website.

The following Terms of Use set forth the standards of use of the Grove Menus Website. By using the Grove Menus Website Client agrees to these terms and conditions. If Client does not agree to the terms and conditions of this Agreement, Client must immediately cease all usage of the Grove Menus Website. Grove reserves the right, at any time, to modify, alter, or update the Terms of Use without prior notice or consent. Modifications shall become effective immediately upon being posted on the Grove Menus Website. Client’s continued use of the Service (defined below) after amendments are posted constitutes an acknowledgement and acceptance of the Agreement and its modifications.

1. Description of Service

Grove is providing Client with a registered dietician approved and developed food services system of menu planning, recipes, food cost control and kitchen management tools (the “Services”). In order to access the Grove Menus Website and use the Services Client must (1) provide all equipment necessary for its own Internet connection, including computer and modem and (2) procure access to the Internet, and (3) pay any fees related with such connection.

2. Disclaimer of Warranties.

The Grove Menus Website is provided by Grove on an “as is” and on an “as available” basis. To the fullest extent permitted by applicable law, Grove makes no representations or warranties of any kind, express or implied, regarding the use or the results of the Grove Menus Website in terms of its correctness, accuracy, reliability, or otherwise. Grove shall have no liability for any interruptions in the use of the Grove Menus 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.

3. Limitation of Liability

GROVE SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR GROVE SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THE GROVE MENUS WEBSITE OR THE INFORMATION CONTAINED IN IT OR THE SERVICES, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF GROVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4. Release and Indemnification

Client agrees to release and indemnify and hold harmless Grove, its parents, subsidiaries, affiliates, owners, officers, directors, employees, and agents from and against any claim or demand, accruing to made by Client or any third party, including but not limited to Client’s customers and residents, due to, arising out of, or relating in any way to the Grove Menus Website or the Services, the acquisition, storage, preparation or consumption of any food items, or the violation of this Agreement or the Terms of Use by Client, or by any other user of the Grove Menus Website or the Services using Client’s account.

5. Client’s Account

Client will receive a unique password and account for access to and use of the Services via the Grove Menus Website. Client is entirely responsible for any and all activities which occur under its account whether authorized or unauthorized. Client agrees to notify Grove of any unauthorized use of Client’s account or any other breach of security known or which should be known to Client. Client’s right to use the Grove Menus Website and the Services is personal to the Client. Client agrees not to resell or make any commercial use of the Grove Menus Website and the Services or share information from the Grove Menus Website or the Services with any other person or entity, including other facilities or branches of Client’s business, without the express written consent of Grove. Client may not copy materials from the Grove Menus Website, the Services or Client’s account, including but not limited menus, for use in a facility that is not an Authorized Facility. Once Client’s account has been closed, Client agrees not to use Grove’s menus or the Services in any facility.

6. Proprietary Information.

The Grove Menus Website and the Services contain Grove’s proprietary information. Client recognizes and agrees that such information is proprietary to Grove. Client shall not disclose, copy, transfer, license, de-compile or otherwise use such proprietary information for any purpose other than using the Services at Client’s Authorized Facilities. Client acknowledges Grove as the author, inventor, creator and owner of the Grove Menus Website and the Services. Client agrees that it, including its employees, agents and independent contractors, will not use the Grove Menus Website or the Services for any purpose other than to provide food service at Client’s Authorized Facilities.

7. Modifications and Interruption of Service

Grove reserves the right to modify the Grove Menus Website and the Services with or without notice to the Client. Grove shall not be liable to Client or any third party should Grove exercise its right to modify the Grove Menus Website or the Services. Client acknowledges and accepts that Grove does not guarantee continuous, uninterrupted or secure access to the Grove Menus Website and that operation of the Grove Menus Website may be interfered with or adversely affected by numerous factors or circumstances outside of Grove’s control.

8. Third-Party Sites

The Grove Menus Website may include links to other sites on the Internet that are owned and operated by online merchants and other third parties. Client acknowledges that Grove is not responsible for the availability of, or the content located on or through, any third-party site. Client should contact the site administrator or webmaster for those third-party sites if Client has any concerns regarding such links or the content located on such sites. Client’s use of linked third-party sites is subject to the terms of use and privacy policies of each site. Grove encourages Client to review said privacy policies of third-party sites.

9. Disclaimer Regarding Accuracy of Vendor Information

Product specifications and other information contained in the Grove Menus Website and provided as part of the Services have either been provided by third party vendors or are collected from publicly available sources. While Grove makes every effort to ensure that the information on the Grove Menus Website is accurate according to the latest publicly available information, Grove can make no representations or warranties as to the accuracy or reliability of any information provided on the Grove Menus Website. Grove makes no warranties or representations whatsoever with regard to any product provided or offered by any vendor, and Client acknowledges that any reliance on representations and warranties provided by any vendor shall be at Client’s own risk.

10. Compliance with Laws.

Client assumes all knowledge of applicable law and is responsible for compliance with any such laws. Client may not use the Grove Menus Website or the Services in any way that violates applicable state, federal, or international laws, regulations or other government requirements. Client 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.

11. Copyright and Trademark Information

All content included or available on the Grove Menus 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 Menus 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. Client 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 the Grove Menus 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 Menus 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.

12. Notification of Claimed Copyright Infringement

All notices to Grove shall be sent to the following physical address or email address.

By Registered Mail or Overnight Delivery Service with Confirmation of Delivery
Richard Oldham
16404 NE 127th St
Kearney, MO 64060

By Email with Confirmation of Receipt
admin@grovemenus.com