eGourmet Solutions

TERMS OF SERVICE

Last updated July 20, 2026

These Terms of Service (the “Agreement”) are a binding agreement between eGourmet Solutions, Inc., a New York corporation (“eGourmet” or “we” or “our”), and the party which accesses or uses the Services and/or has otherwise entered into any agreement with eGourmet related to the access or use of the Services (“User” or “you”). This Agreement governs your access to and use of the Services.

BY AGREEING TO BE BOUND BY THIS AGREEMENT IN ANY MANNER (INCLUDING, WITHOUT LIMITATION, BY EXECUTING A STATEMENT OF WORK INCORPORATING THIS AGREEMENT BY REFERENCE) OR ACCESSING, USING, OR RECEIVING ANY PORTION OF THE SERVICES, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE THE DULY AUTHORIZED REPRESENTATIVE OF THE USER (OR YOU ARE THE USER); AND (C) ACCEPT THIS AGREEMENT ON BEHALF OF THE USER (OR YOURSELF) AND AGREE THAT THE USER (OR YOURSELF) IS LEGALLY BOUND BY ITS TERMS.

We reserve the right to change our terms, including the terms of this Agreement and the Services, by posting the changes to our website, portal, or Services or otherwise providing notice to you. IF YOU DO NOT AGREE TO ANY AMENDMENT TO THIS AGREEMENT OR THE SERVICES, YOUR SOLE REMEDY IS THAT YOU MAY TERMINATE THIS AGREEMENT OR THE SERVICES BY PROVIDING WRITTEN NOTICE TO EGOURMET. IF YOU DO NOT TERMINATE THIS AGREEMENT AND CONTINUE TO ACCESS OR USE THE SERVICES, THEN YOU WILL BE DEEMED TO HAVE ACCEPTED THE AMENDMENT(S).

BY AGREEING TO BE BOUND BY THIS AGREEMENT IN ANY MANNER (INCLUDING, WITHOUT
LIMITATION, BY EXECUTING A STATEMENT OF WORK INCORPORATING THIS AGREEMENT BY
REFERENCE) OR ACCESSING, USING, OR RECEIVING ANY PORTION OF THE SERVICES, YOU:
(A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT
THAT YOU ARE THE DULY AUTHORIZED REPRESENTATIVE OF THE USER (OR YOU ARE THE USER);
AND (C) ACCEPT THIS AGREEMENT ON BEHALF OF THE USER (OR YOURSELF) AND AGREE THAT
THE USER (OR YOURSELF) IS LEGALLY BOUND BY ITS TERMS.

We reserve the right to change our terms, including the terms of this Agreement and the Services, by posting the
changes to our website, portal, or Services or otherwise providing notice to you. IF YOU DO NOT AGREE TO ANY
AMENDMENT TO THIS AGREEMENT OR THE SERVICES, YOUR SOLE REMEDY IS THAT YOU MAY
TERMINATE THIS AGREEMENT OR THE SERVICES BY PROVIDING WRITTEN NOTICE TO EGOURMET.
IF YOU DO NOT TERMINATE THIS AGREEMENT AND CONTINUE TO ACCESS OR USE THE SERVICES,
THEN YOU WILL BE DEEMED TO HAVE ACCEPTED THE AMENDMENT(S).

  1. DEFINITIONS:
    1. “Access” means access to the Services in an operating environment hosted by eGourmet or its licensor(s).
    2. “Aggregated Statistics” means data and information related to User’s use of the Services that is used by eGourmet in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
    3. “AI Technology” means any and all machine learning, deep learning, and other artificial-intelligence technologies, including without limitation statistical learning algorithms, models, neural networks, and other artificial-intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment.
    4. “Authorized Users” means User’s employees, consultants, contractors, and agents (a) who are authorized by User to Access and Use the Services under the rights granted to User pursuant to this Agreement and (b) for whom Access to the Services has been granted hereunder. Each Authorized User must be registered in eGourmet’s database with a unique User ID and a unique password. “User ID” means a unique user identification credential used in combination with a unique password to Access the Services. Unless otherwise expressly set forth herein, all references to Users herein shall include and apply to Authorized Users.
    5. “Confidential Information” means all non-public proprietary, or confidential information of eGourmet or its licensors that is reasonably identified as confidential at the time of disclosure, or that a reasonable person would consider as confidential. Confidential Information is not information that (a) is or becomes public other than through a breach hereunder; (b) is disclosed without obligation of confidentiality by a person or entity not party to this Agreement; or (c) is required to be disclosed by any judicial or legal process.
    6. “Documentation” means the then-current eGourmet-provided documentation or information relating to the features, functions, and use of the Services, in printed or electronic form (including on any eGourmet website or portal), as they may be modified from time to time by eGourmet.
    7. “Intellectual Property Rights” shall mean all worldwide intellectual property or proprietary rights, including, without limitation, patents, licenses, trademarks, service marks, trade names, inventions, trade secrets, and copyrights in any way related to or connected with the Services.
    8. “Services” means the Frost IQ software-as-a-service platform developed, operated, and maintained by eGourmet to which User is provided Use or Access in accordance with this Agreement.
    9. “Subscription Term” means the term during which eGourmet provides or allows you to Use or Access the Services. The Subscription Term will immediately and automatically terminate upon the expiration or termination for any reason of any Statement of Work incorporating this Agreement by reference.
    10. “Third-Party Materials” means any products, hardware, equipment, materials, software, platforms, services, AI Technology, or other items created, operated, or provided by third parties.
    11. “Use” means use of the Services as permitted pursuant to this Agreement.
    12. “User Data” means information provided, entered, uploaded, or made available for access or use by or with the Services by User or its Authorized Users.
  2. LIMITED LICENSE: Subject to the terms and conditions of this Agreement, eGourmet hereby grants to User and its Authorized Users a non-exclusive, non-transferable, non-sublicensable, revocable, and limited right to Access and Use the Services during the Subscription Term solely for User’s own internal business use. Any rights not expressly granted in this Agreement are expressly reserved by eGourmet or its licensors. User is responsible for all activity occurring under User’s Authorized User accounts. User shall notify eGourmet immediately of any unauthorized use of any password or account or any other known or suspected breach of security or this Agreement by User or its Authorized Users.
  3. USER OBLIGATIONS, UNDERSTANDINGS, AND AGREEMENTS:
    1. Permitted Use and Restrictions on Use – For Internal Business Use Only. User agrees that it will only Access and Use the Services in accordance with the terms of this Agreement and the Documentation, and only for its own internal business purposes. User agrees that it will not: (a) modify, disassemble, reverse engineer, decompile or make any attempt in any fashion to obtain the source code for or violate the security of the Services (or attempt to do any of the foregoing); (b) attempt to Access or Use portions of the Services, or its related systems, networks or databases, for which User has not acquired a license or right to Access or Use the Services, or (c) publish, display, distribute, copy or transfer the Services or any component thereof (including, without limitation, any publishing or display on User’s website). User acknowledges and agrees, and shall ensure that, only the Authorized Users shall be entitled to Access and/or Use the Services and that User will not authorize or allow any person other than an Authorized User to Access and/or Use the Services. User may not publish, distribute, display, copy, transfer or sell the Services to any third party or make any other commercial use of the Services other than for its internal business purposes. User shall not use the Services or any component of the Services for rental or in the operation of a service bureau, including without limitation, providing third-party hosting, or third-party application integration or application provider services. User shall not delete or remove any copyright notices, watermarks, identifying names, numbers or marks or other security mechanisms or devices contained in or on the Services or any component of the Services and shall take other reasonably necessary steps to protect the Services from disclosure, Access or Use other than as permitted by this Agreement.
    2. User’s Obligation Related to Required Specifications and Backup. User, at its sole expense, shall be responsible for procuring and maintaining all hardware, equipment, software, and internet connections which will be used by User and its Authorized Users to connect to and appropriately Access and Use the Services. User acknowledges and agrees that neither eGourmet nor its licensors exercise any control over, and they accept no responsibility for, the Internet connection services of User or its Authorized Users as supplied by third parties, such as Internet service providers. User shall provide viable back-up for its data, Internet connection services, and Internet service providers.
    3. Third-Party Materials. The Services may utilize, incorporate, or link to Third-Party Materials. ANY THIRD-PARTY MATERIALS ARE PROVIDED ON AN “AS IS” BASIS AND MAY HALLUCINATE (IF THEY CONSIST OF AI TECHNOLOGY). USER’S SOLE AND EXCLUSIVE RIGHTS AND REMEDIES WITH RESPECT TO ANY THIRD-PARTY MATERIALS ARE AGAINST THE THIRDPARTY VENDOR. Third-Party Materials are provided to User subject to any additional terms imposed by the third-party vendor (including, without limitation, warranties, license agreements, or terms and conditions). If User does not agree to abide by the applicable terms for any such Third-Party Materials, then User should not install or use such Third-Party Materials.
  4. PROPRIETARY RIGHTS IN THE SERVICES: All Intellectual Property Rights in the Services (and all components thereof including without limitation any content, data, databases, platforms or publications) and in any ideas, know-how, Aggregated Statistics and any information, data, or other content derived from eGourmet’s monitoring of User’s Access to or Use of the Services, feedback, recommendations, customer or User improvements, or other information and programs developed by eGourmet in the course of providing any Services, including any enhancements or modifications made to the Services, are and shall at all times remain the property of eGourmet and its licensors, as applicable. By this Agreement, eGourmet only grants to you the right to Access and Use the Services as permitted by this Agreement during the Subscription Term, and you will delete and otherwise cease all use of any and all of all Services, data or databases at the conclusion of the Subscription Term.
  5. CONFIDENTIALITY: User shall only use eGourmet’s Confidential Information to the extent necessary to Access and Use the Services during the Subscription Term. User shall not disclose eGourmet’s Confidential Information except to its Authorized Users solely to the extent necessary to enable them to Access and Use the Services during the Subscription Term. User shall be responsible for any breach of this Agreement by any of its Authorized Users.
  6. DATA: User Data shall be the sole property of User. User hereby grants to eGourmet and its affiliates and licensors (a) a non-exclusive, royalty-free, fully-paid-up, transferable, sublicensable, worldwide license to access, reproduce, distribute, and otherwise use and display the User Data and perform all acts with respect to the User Data as may be necessary to provide the Services to User; and (b) a non-exclusive, perpetual, irrevocable, royalty-free, fully-paid-up, transferable, sublicensable, worldwide license to access, reproduce, distribute, modify, and otherwise use and display User Data incorporated within the Aggregated Statistics. User represents, warrants, and covenants that User has abided by all applicable laws in the collection and distribution of the User Data and possesses all necessary rights in User Data sufficient to permit User to provide such User Data to eGourmet and grant the rights granted to eGourmet pursuant to this Agreement.
  7. DISCLAIMER OF WARRANTIES: EGOURMET AND ITS LICENSORS DO NOT WARRANT UNINTERRUPTED, ERROR-FREE, OR TIMELY DELIVERY OF SERVICES OR GUARANTEE THE SECURITY OF THE SERVICES. EGOURMET AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND THE SERVICES AND ALL COMPONENTS THEREOF (INCLUDING WITHOUT LIMITATION ANY THIRD-PARTY MATERIALS) ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EGOURMET SPECIFICALLY DISCLAIMS FOR ITSELF AND ITS LICENSORS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY REPRESENTATIONS, WARRANTIES, OR ENDORSEMENTS REGARDING TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, USE OF, THE RESULT OF, OR PERFORMANCE, APPROPRIATENESS, ACCURACY, OMISSIONS, RELIABILITY, AVAILABILITY, COMPLETENESS, TIMELINESS, CURRENTNESS, OR CORRECTNESS OF THE SERVICES OR ANY DATA OR INFORMATION THEREIN. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
  8. LIMITATION OF LIABILITY: IN NO EVENT SHALL THE EGOURMET INDEMNITEES’ (DEFINED BELOW) LIABILITY FOR ALL CLAIMS, SUITS AND DISPUTES ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY OF THE SERVICES EXCEED (IN THE AGGREGATE) $100.00 U.S. DOLLARS. THE EGOURMET INDEMNITEES SHALL NOT BE LIABLE FOR ANY LOSS OF DATA, LOSS OF PROFITS, COST OF COVER, OR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES HOWEVER CAUSED, AND THIS LIMITATION SHALL APPLY TO ALL CAUSES OF ACTION, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. THIS LIMITATION SHALL APPLY EVEN IF THE EGOURMET INDEMNITEES OR THEIR REPRESENTATIVES HAVE BEEN ADVISED OF OR ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION. THE ENTIRE RISK AS TO THE USE OF THE SERVICES AND DATA AND INFORMATION PRESENTED THEREIN IS ASSUMED BY THE USER. ACCORDINGLY, IN NO EVENT WILL THE EGOURMET INDEMNITEES BE LIABLE FOR ANY LOSSES RESULTING FROM THE USE OF OR RELIANCE ON THE SERVICES OR ANY DATA OR INFORMATION CONTAINED THEREIN, WHETHER BY REASON OF ANY MISSTATEMENT OR ERROR, NEGLIGENT OR OTHERWISE.
  9. USER INDEMNIFICATION: User shall indemnify, defend, and hold harmless eGourmet and its licensors, affiliates, parents, and subsidiaries and their respective employees, owners, officers, contractors, and agents (collectively the “eGourmet Indemnitees”) from and against any and all claims, demands, liabilities, judgments, awards, settlements, damages, and costs, including without limitation reasonable legal fees and expenses (collectively “Losses”), incurred by the eGourmet Indemnitees to the extent that such Losses arise out of or in connection with (a) a breach of any representation, warranty, obligation, or covenant of User hereunder, (b) the acts or omissions of User or Authorized Users or any of their employees, contractors, or agents related to this Agreement; or (c) User’s or any Authorized User’s Access, Use, disclosure, or reproduction of the Services or Documentation.
  10. TERMINATION:
    1. Termination by Either Party For Breach. This Agreement (and the underlying Services) may be terminated immediately by either party upon written notice to the other party if the other party breaches a term or condition of this Agreement and such breach remains uncorrected for thirty (30) days. eGourmet may suspend User and its Authorized Users’ Use of the Services, in whole or in part, during the cure period for any such breach until such breach is cured to eGourmet’s satisfaction
    2. Termination by eGourmet For Certain Circumstances. In the event of: (a) a change in control of User, whether by sale of assets, stock, or otherwise; (b) an attempt by User to assign this Agreement or any of its rights or obligations to a third party without eGourmet’s prior written consent; or (c) eGourmet’s license or right to provide all or part of the Services terminates for any reason, eGourmet may terminate this Agreement (and any underlying Services, in whole or in part) immediately upon written notice to User.
    3. Termination By Either Party in General. This Agreement (and the underlying Services) may be terminated immediately by either party upon written notice if: (a) the other party becomes insolvent, makes a general assignment for the benefit of its creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceeding under bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated, voluntarily or otherwise; or (b) the business of the other party terminates for any reason.
    4. Effect of Termination. Upon the effective date of termination of this Agreement (or the Services), or expiration of the Subscription Term hereunder for the Services, all rights granted to User (and the Authorized Users) under this Agreement for the Services will immediately and automatically terminate and revert to eGourmet and its licensors, as applicable, and User shall cease using the Services and any component thereof. For clarification, User acknowledges and agrees that upon termination or expiration of any Services, eGourmet shall not have any obligation to provide access to any data included within the Services prior to termination or expiration of the Services. Any provision of this Agreement that, by its express terms or in order to give proper effect to its intent, should survive expiration or termination of this Agreement, will survive the expiration or termination of this Agreement.
  11. FORCE MAJEURE: In no event shall eGourmet be liable to User, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond eGourmet’s control, including but not limited to acts of God or any third party, flood, fire, earthquake, epidemic, pandemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
  12. GENERAL PROVISIONS:
    1. Relationship of the Parties. The parties to this Agreement are independent contractors and no agency, partnership, joint venture, or employee relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party.
    2. Entire Agreement. This Agreement constitutes the final and entire agreement between the parties relating in any manner to the subject matter hereof. This Agreement supersedes all prior and contemporaneous negotiations, correspondence, understandings, and agreements between the parties hereto relating to the subject matter hereof. For purposes of clarification, the parties agree that this Agreement does not in any way affect, alter, or modify any separate agreement between them related to the provision by eGourmet of services other than the Services.
    3. Amendment; Waiver. Except for eGourmet’s right to amend this Agreement as set forth herein, this Agreement may be amended only by the written agreement of the party against which enforcement is sought. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, (a) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (b) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    4. Severability. If any provision hereof is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary to render it enforceable, and such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement.
    5. Assignment; No Third-Party Beneficiaries. User may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of eGourmet. Any purported assignment or delegation in violation of this Section will be null and void. eGourmet may assign any of its rights and/or delegate or subcontract any of its duties or obligations hereunder and/or sublicense its rights granted by this Agreement. Except for the eGourmet Indemnitees, there are no intended third-party beneficiaries of this Agreement.
    6. Governing Law; Attorneys’ Fees. This Agreement is governed by and construed in accordance with the internal laws of the State of Kansas without giving effect to any choice- or conflict-of-law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Kansas. In the event of any dispute between the parties arising out of or relating to this Agreement, eGourmet shall be entitled, in addition to any other rights and remedies it may have, to recover its reasonable attorney fees and costs.
    7. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be Kansas City, Wyandotte County, Kansas. The number of arbitrators shall be one. The Arbitrator will be selected by the parties from a list of approved AAA arbitrators and must be licensed to practice law in the State of Kansas. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. Prior to filing any arbitration and as a condition precedent to the arbitration of any action, the parties agree first to try in good faith to settle the dispute by mediation. The provisions of this Section shall not prevent either party from initiating an action or other proceeding in any court having jurisdiction seeking to enjoin or restrain a breach or threatened breach of this Agreement.