NourishCap and Restaurant mutually agree to the following additional terms and conditions.:

1. Intellectual Property Rights and Confidential Information

1.1 NourishCap shall own and retain all right, title, and interest to its intellectual property, whether registered or not, including patents, inventions (whether or not patentable), trademarks, trade names, service marks, copyrights, software, source code, and any registrations and applications for registration of any of the foregoing and confidential and proprietary information including trade secrets.

1.2 For the purposes of this Agreement, “Confidential Information” means any and all material and information of NourishCap or NourishCap customers, including any personal information (as defined in the Personal Information Protection and Electronic Documents Act) and any information, whether recorded in a material form or not, about or related to an identifiable person, including an individual who can be identified directly or indirectly from the information, and in the case of NourishCap includes all such information of NourishCap and NourishCap affiliates relating to its or their respective customers, clients, clients’ customers, suppliers, partners, and their employees and contractors, which has or will come into the possession or knowledge of the Merchant in connection with or as a result of entering into this Agreement or performance of the Services. For clarification, Restaurant owns its Confidential Information including information identifying it and its customers.

1.3 Restaurant acknowledges that all Confidential Information consists of confidential and proprietary information. Except as required by law, rule, regulation, or court order the Restaurant agrees to keep all Confidential Information in strict confidence. The Restaurant represents, warrants and covenants that it will comply with applicable US data protection laws and regulations.

1.4 Upon the termination or expiry of this Agreement, the Restaurant will return to NourishCap all Confidential Information which is then in Restaurant’s possession or control, and will remove all digital representations thereof in any form from all electronic storage media in its possession or under its control.

1.5 Restaurant grants NourishCap the right to use its name in lists of NourishCap Customers on NourishCap’s website and it its promotional materials.

1.6 If Restaurant sends NourishCap directly or publicly shares dishes, recipes, or products including the Mushrooms, NourishCap may use such materials in its promotion of its Mushroom sales. NourishCap will include an attribution of the pictures, recipes or descriptions as Restaurant’s creation and property.

2. Limitation of Liability

2.1 Under no circumstances shall either party have any liability, whether in contract or for negligence or otherwise and whether related to any single event or series of connected events, for any incidental, indirect or consequential damages or loss of profits, loss of business, revenue or anticipated savings or other economic loss arising out of or in furtherance of the provisions or objectives of this Agreement whether or not the party was informed or was aware of the possibility of such loss. NourishCap's total liability is limited to amounts paid by Restaurant to NourishCap in the 180 day period subscription preceding the event involved in the dispute.

3. Termination

3.1 Either party shall have the right to terminate all or any part of this Agreement at the end of any subscription period.

4. Severability

4.1 The invalidity or unenforceability of any particular provision of this Agreement will not affect or limit the validity or enforceability of its remaining provisions.

5. Survival

5.1 Any provision of the Agreement that contemplates performance or observance subsequent to termination or expiration of the Agreement will survive termination or expiration of the Agreement and will continue in full force and effect, including, but not limited to, those relating to confidentiality, proprietary rights, warranties, indemnification, limitation of liability, non-solicitation, non-competition, and dispute resolution.

6. Binding Effect and Assignment

6.1 This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties, their respective successors, and permitted assigns. This Agreement may not be assigned by the Restaurant. All or part of this Agreement may be assigned by NourishCap to any person who acquires all or part of NourishCap’s business, or to another supplier of Mushrooms in the event NourishCap is unable to provided Mushrooms with respect to any order and such assignee may enforce this Agreement as if such assignee was a party hereto.

7. Independent Contractors

7.1 NourishCap will provide all services as an independent contractor and in no way will the NourishCap or its employees be considered employees, agents, partners, fiduciaries, or joint venturers of Restaurant. The Restaurant and its employees will have no authority to represent NourishCap or its affiliates without NourishCap’s permission, or bind NourishCap or its affiliates in any way, and the Restaurant agrees that neither the Merchant nor its employees will hold themselves out as having authority to act for NourishCap or its affiliates.

8. Governing Law

8.1 This Agreement is governed by, and is to be interpreted, construed, and enforced in accordance with the laws of Indiana and the United States, excluding any rule or principle of conflicts of law that may provide otherwise.

9. Jurisdiction

9.1 The parties irrevocably attorn to the jurisdiction of the courts of Indiana, which will have exclusive jurisdiction over any matter arising out of this Agreement.

10. Modification and Waiver

10.1 No waiver of satisfaction of a condition, non-performance of an obligation, or modification of any provision under this Agreement shall be effective unless it is in writing and signed by the party granting the waiver. No waiver under this section affects the exercise of any other rights under this Agreement. NourishCap has the right to change these terms at any time with respect to any new subscription, and revision of terms on NourishCap's website is sufficient notice to Restaurant.