Special IX-ONE Use Agreement for Whole Foods Market Suppliers
Client understands and agrees:
That the Client is requesting a special use within the IX-ONE database, operated by The Data Council LLC (“TDC”). Client’s participation in this engagement does not convey IX-ONE membership or any rights typically conveyed through IX-ONE membership.
That the Client is engaging TDC to photograph, weigh, measure and collect (collectively, “Capture”) product data from one or more of Client’s products (“Information”) and store and process Information in the IX-ONE database. The Client further understands that the Information collected in this service level is less than is usually captured as part of Data Council’s IX-ONE full member services.
That the Information is intended to be shared with Whole Foods Market, Inc (“WFM”) and may be shared with other TDC partners as determined by TDC, but Client has no expectation that Information created as part of this engagement will be shared with any other IX-ONE members.
That the Client agrees to prepay Data Council for the Capture services a processing fee of $75 per item Capture. Client will provide a live unit sample of each item to be Captured in photo-ready condition within 21 days of payment for the associated services and will be responsible for shipping. If the client sends any product(s) to The Data Council (at any capture studio or other facility) without providing prior written notice and processing instructions to The Data Council and/or without pre-paying the applicable Capture fee, The Data Council may, in its sole discretion, perform standard capture services at the highest package level available at the time that it processes the product(s) and the Client shall be invoiced for and agrees to pay for such services. The processing fees payable for these services are non-refundable and Client’s failure to comply with its obligations in the foregoing sentence will not result in a refund. If the Client does not deliver a live unit sample within 21 days, TDC retains the right to cancel this engagement and retain the funds paid as services rendered for making the Capture services available to the Client despite their failure to use them. If, in TDC’s judgement, a refund or partial refund is issued, TDC reserves the right to deduct applicable credit card and handling fees as determined by TDC. Samples will not be returned to Client. Data Council may charge Client a reasonable fee for a declined payment, late payment and/or collection efforts if necessary.
That the Client agrees to help ensure the Information Captured though this engagement accurate and reliable by (a) having their product(s) recaptured if the product experiences a label change (subject to a $75 product Capture fee) and/or (b) annually certifying that the product(s) Information is still accurate (subject to a $15 renewal fee).
That the Client may provide Data Council with certain information (the “Private Information”), if requested, with respect to products which may be catalogued in IX-ONE’s database. Subject to the proviso below, Client hereby consents to the use of the Private Information it provides with respect to each product catalogued by Data Council and added to the IX-ONE database, and agrees to permit Data Council to collect data (including photographs and other digital images) concerning each product supplied by the Client, if applicable, and to use such data and images in the IX-ONE database, including making such data and Private Information available to certain members of IX-ONE.
That Data Council shall have a limited right and license to use the Client’s logo and name in its marketing materials, including the right to identify such Client as a client of TDC.
That the Client hereby agrees to indemnify, hold harmless and defend TDC, and its affiliates, officers and directors, against any loss or claim arising out of (a) any actual or alleged breach by the Client of this Agreement, (b) the use or disclosure of any information provided by the Client to TDC for use in the IX-ONE database, and (c) the use of any Information or data provided by the Client to TDC.
That the Client represents and warrants to TDC that the Client has all requisite authority to execute, deliver and perform this Agreement, including all obligations herein.
The Client understands and accepts that unless the Client specifies in writing to The Data Council that Client requires a Purchase Order (“PO”) and associated PO Number to accept and process invoices, Client agrees and represents that POs are not required. If Client does require POs or PO Numbers and provides sufficient written notice of such requirement to The Data Council, Client remains responsible to provide such PO Number(s) to The Data Council in a timely manner and Client’s failure to do so shall waive such requirement. Further, if Client requires that PO Numbers be updated periodically, it is Client’s sole responsibility to provide such updated PO Numbers to The Data Council whenever needed and Client’s failure to do shall waive such requirement. Under no circumstances, does Client’s failure to provide a PO or PO Number at any time release Client from its payment obligations hereunder.
That client understands that the fee’s represented here are accurate as of the time this document was published; however, fees are subject to change.