These Terms of Use (these “Terms”) govern Your use of all HowGood Inc.’s (“HowGood”) information, data, Analyses (as defined below), and other content (collectively “HowGood Content”) available via the Services (as defined below). 

By signing an order form, you agree to enter into and be bound by these Terms. If you are entering into these Terms on behalf of another individual, organization, or entity (“Entity”, and in either case, “You” or “Your”), then by accessing or using any Content, or by signing the order form, You represent and warrant that You have authority to bind that Entity to these Terms. If You do not have such authority, or You do not agree to be bound by these Terms, do not access or use any Content. These Terms and any Annex (as defined below, and if applicable) together comprise Your entire agreement with HowGood.

Term
These Terms are entered into as of the date You click the box next to a link to these Terms and will continue until terminated as set forth herein.

Registration and Access
In order to submit Your Content to HowGood, You will be required to sign an Order Form with HowGood including Your name, Entity name, and email address (“Registration Information”). You agree that: (1) all Registration Information You provide will be true and complete; and (2) You will not impersonate another Entity. Subject to Your compliance with these Terms, after You have submitted Your Registration Information, HowGood will permit You to use HowGood Content solely for lawful purposes and only in accordance with these Terms.

Submission of Ingredient Information

You may submit to HowGood information regarding the Products You sell (“Products”), including, but not limited to, the ingredients, source, manufacturing location, processing location, packaging, storage, and certifications, if any (“Product Information”). Except as expressly provided by these Terms, You are solely responsible for the nature of all Your Product Information, Registration Information, and any other information provided by You to HowGood (“Your Content”). By providing Your Content, You grant HowGood a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable license and right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display Your Content throughout the world in any form, media, software, or technology of any kind.

You specifically authorize HowGood to (1) review the Product Information, (2) determine Your Ingredient’s sustainability attributes (“Attributes”) and impact assessments (“Assessments”) using HowGood’s proprietary data, methods, and certification criteria, if any, and (3) confer proprietary ratings for which HowGood determines Your Ingredient is eligible. HowGood’s analyses of Your Ingredient(s) as set forth in the preceding sentence (“Analyses”) shall be made available to all Retailer partners of HowGood and to New Hope Network to be shared on its platform, Beacon.  HowGood Content, provision of Analyses to Retailers and New Hope Network, and provision of the Reports to You are HowGood’s “Services” under these Terms.  

You will ensure that Your Content: (a) does not violate these Terms or any applicable laws; (b) does not constitute an infringement or misappropriation of the IPR (as defined below) or other rights of any third party; (c) is not false, misleading, or inaccurate; and (d) is not libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy. HowGood is not responsible or liable for any deletion, correction, destruction, damage, loss, or failure to store or back-up any of Your Content. You agree that You have all right, title, interest, and consent in Your Content necessary to allow HowGood to use Your Content for the purposes for which You provide Your Content to HowGood.

Upon payment for the Services and submission of your Product Information, HowGood will provide you with a summary of the Analyses of Your Product(s) (a “Report”). Prior to delivering a copy of the Report to You, HowGood may require You to agree to additional terms and conditions (each, an “Annex”). In the event of a conflict between these Terms and an Annex, the terms of the Annex will govern Your use of the Report to which the Annex applies, and these Terms will govern in all other respects.

Confidentiality

For purposes of these Terms, “Confidential Information” means HowGood Content, including Reports, Attributes, Assessments, and Analyses, and all documentation, information, data, and materials relating to, downloaded from, or otherwise obtained from the Services, regardless of the form thereof.  Except to the extent otherwise permitted herein, You will not disclose Confidential Information to any third party without HowGood’s prior written consent.  You may disclose the Confidential Information only to Your employees, consultants, and contractors who are bound by an obligation of confidentiality at least as protective of the Confidential Information as these Terms, such disclosure to be only for internal business, research, and/or development purposes and for no other purpose.  You will treat all Confidential Information with the same degree of care as You treat Your own confidential information which, in no event, will be less than reasonable care.  You will not utilize the Confidential Information other than as expressly permitted in these Terms. For avoidance of doubt, You will not use any part of the Analyses, if requested, in any marketing or advertising materials, consumer facing notices, or for sales purposes without HowGood’s prior written consent.

Proprietary Rights & License

Subject to Your compliance with these Terms, HowGood grants You a limited, perpetual, non-exclusive, non-transferable, non-sublicensable right and license to use and access the Report, if requested from HowGood, solely for Your internal business purposes in accordance with these Terms.  Except for the foregoing limited license, HowGood retains all rights, title, and interests (including all IPR) in and to the Services.

As between You and HowGood, all HowGood Content is owned by HowGood. All HowGood Content is for Your informational purposes only. Subject to Your compliance with these Terms, You may use the HowGood Content provided to You solely for Your internal business purposes in accordance with these Terms. HowGood has not verified the accuracy of, and will not be responsible for any errors or omissions in, any HowGood Content. Except as set forth in these Terms, You are granted no licenses or rights in or to any HowGood Content, or any IPR therein or related thereto.

HowGood Content, and the databases, software, hardware, and other technology used by or on behalf of HowGood to develop the Analyses, and provide the HowGood Content, and the structure, organization, and underlying data, information, and software code thereof (collectively, the “Technology”), constitute HowGood’s valuable trade secrets. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in these Terms; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, or create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with any. HowGood uses reasonable means to protect the security Your Content, but You acknowledge that perfect security on the internet is impossible and that, as a result, Your Content may be exposed in the event of a breach.

Ownership

HowGood retains all rights, title, and interest, including all IPR, in and to the Technology and any additions, improvements, updates, and modifications thereto. Except as set forth in these Terms, You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your ability to use the Reports provided to You under these Terms. The HowGood name, logo, and all product and service names associated with the Services are trademarks of HowGood and its licensors and providers and You are granted no right or license to use them. For purposes of these Terms, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.

As between You and HowGood, except for the rights provided to HowGood herein, You retain ownership of and IPR in all of Your Content that You make available in connection with the Services.

Payment

You shall pay HowGood all fees You agree to in connection with these Terms and Your access to and use of the Services (“Fees”). All Fees will be as agreed upon when You enters into these Terms. All recurring Fees will be due and payable in advance of the initial period and each applicable renewal period unless other payment terms have been extended by HowGood.  All other Fees will be due and payable as indicated by HowGood.  If You have provided a credit card, debit card, online payment account, check, ACH, or other payment method as a payment mechanism under this Agreement, You hereby grant HowGood the right to charge the applicable payment mechanism You provided for all Fees incurred under these Terms. All fees are non-refundable once paid to HowGood.

Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” HOWGOOD DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF ANY SERVICES. HOWGOOD EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE SERVICES AND THESE TERMS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HOWGOOD, ITS EMPLOYEES, THIRD-PARTY SERVICE PROVIDERS, OR AGENTS, WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THESE TERMS (IF ANY).

Limitation of Liability

HOWGOOD WILL NOT BE LIABLE FOR ANY LOSS OF OPPORTUNITY, REVENUES, OR PROFITS, OR BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF OR ACCESS TO THE SERVICES EVEN IF HOWGOOD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HOWGOOD’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS AND HOWGOOD’S PROVISION OF THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (1) THE TOTAL AMOUNT YOU ACTUALLY PAID TO HOWGOOD FOR THE SERVICES IN THE 3 MONTHS PRECEDING EVENT GIVING RISE TO THE LIABILITY, AND (2) $500. YOU AGREE THAT HOWGOOD WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, HOWGOOD’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Termination

These Terms may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under these Terms. Upon termination of these Terms for any reason: (1) all rights and subscriptions granted to You under these Terms will terminate; (2) You will immediately cease all use of HowGood Content obtained prior to termination; and (3) HowGood may, in its sole discretion, delete Your Content at any time. Your Content may continue to exist on the Technology after termination of these Terms unless You actively delete it or contact HowGood’s support team and request that it be deleted. Any terms of this agreement that by their nature extend beyond its expiration or termination remain in effect until fulfilled.

Modifications

HowGood reserves the right, at any time, to modify any HowGood Content, as well as the terms of these Terms, whether by making those modifications available online or by providing notice to You as specified in these Terms. Any modifications will be effective upon posting online or delivery of such other notice. You may cease using HowGood Content or terminate these Terms at any time if You do not agree to any modification. However, You will be deemed to have agreed to any and all modifications through Your continued use of HowGood Content following such notice.

Notices

Unless otherwise specified in these Terms, any notices required or allowed under these Terms will be provided to HowGood by postal mail to the address for HowGood listed on HowGood’s website. HowGood may provide You with any notices required or allowed under these Terms by sending You an e-mail to any e-mail address You provide to HowGood as part of Your Registration Information, provided that in the case of any notice applicable both to You and other users of HowGood Services, HowGood may instead provide such notice by posting online. Notices provided to HowGood will be deemed given when actually received by HowGood. Notice provided to You will be deemed given 24 hours after posting online or sending via e-mail, unless (as to e-mail) HowGood is notified that the e-mail address is invalid.

Governing Law and Venue

The interpretation of the rights and obligations of the parties under these Terms, including, to the extent applicable, any negotiations, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of New York as such laws apply to contracts between New York residents performed entirely within New York, without regard to the conflict of laws provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms, and the parties hereby disclaim the application thereof. Each party will bring any action or proceeding arising from or relating to these Terms exclusively in a state or federal court sitting in the borough of Manhattan, New York, and You irrevocably submit to the personal jurisdiction and venue of any such court in any such action or proceeding brought in such courts by HowGood.

Additional Terms

Except as expressly set forth in these Terms, these Terms may be amended or modified only by a writing signed by both parties. All waivers by HowGood under these Terms must be in writing or later acknowledged by HowGood in writing. Any waiver or failure by HowGood to enforce any provision of these Terms on one occasion will not be deemed a waiver by HowGood of any other provision or of such provision on any other occasion. If any provision of these Terms is held to be unenforceable, that provision will be removed to the extent necessary to comply with applicable law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with applicable law, and the remaining provisions will remain in full force. You may not assign or transfer either these Terms or any of Your rights or obligations hereunder (in whole or in part and including by sale, merger, consolidation, or other operation of law) without HowGood’s prior written approval. Any assignment in violation of the foregoing will be null and void. HowGood may assign these Terms to any party that assumes HowGood’s obligations hereunder. The words “include,” “includes,” and “including” means “include,” “includes,” or “including,” in each case, “without limitation.” The parties hereto are independent contractors, not agents, employees, or employers of the other or joint venturers, and neither party acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. The Services may contain links to third-party sites that are not under the control of HowGood. HowGood is not responsible for any content on any linked site and You access any third-party site from the Services at Your own risk.