THIS END USER LICENSE AGREEMENT (THIS "EULA") IS MADE BY AND BETWEEN IDECISIONSCIENCES, INC., A WASHINGTON CORPORATION ("IDS"), AND THE PERSON ACCEPTING THIS AGREEMENT AS PROVIDED BELOW ("END USER"). THIS EULA IS A BINDING AND ENFORCEABLE AGREEMENT BETWEEN THE PARTIES. END USER'S USE OF THE SOFTWARE (DEFINED BELOW) CONSTITUTES END USER'S ACCEPTANCE OF THESE TERMS. IF END USER DOES NOT AGREE WITH THE TERMS OF THIS EULA, END USER SHOULD NOT USE THE PRODUCT. SIGNING, CLICKING AND/OR ACCEPTING INDICATES THAT THE END USER HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND THAT END USER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.
Cornell University's dynamic platform of Food Industry CoVid-19 Control (FInd CoV Control) modeling tools for the food industry is licensed to IDS under the GNU General Public License, as may be updated from time to time (https://www.gnu.org/licenses/old-licenses/gpl-2.0.en.html). This model results from a research project titled, "Modeling and training to enhance resilience of the US food system to COVID-19 labor shortages," funded by the National Institute of Food and Agriculture-USDA (2020-68006-32875) under the Rapid Response to Novel Coronavirus (SARS-CoV-2) Impacts Across Food and Agricultural Systems program.

Additional Terms. IDS reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this EULA and to impose new or additional rules, policies, terms, or conditions on End User's use of the Find CoV Control model software services made available to End User through the www.foodcovidcontrol.com URL (the "Software"). These updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as "Additional Terms") will be effective immediately and incorporated into this Agreement. End User's continued use of the Software following the posting of changes will mean that End User accepts and agrees to the Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.

1. License Grant. The Software and related Documentation (defined below) are licensed, not sold. IDS grants End User a limited, non-transferable, and non-exclusive right to use the Software and the Documentation for the sole purpose of analyzing and manipulating End User's data and materials, or that of its third-party clients/customers. End User may not otherwise use the Software or the Documentation, or modify, translate, rent, copy, distribute, perform, display, create derivative works, transfer, or assign all or part of the Software, the Documentation, or any of its or end user rights granted hereunder. Removing any proprietary notices, labels or marks from the Software is strictly prohibited. End User represents and warrants that it has all legal rights and licenses necessary or required from its customer and/or clients to lawfully exercise the limit right granted by IDS to End User hereunder for the Software. Any violation by End User of this representation and warranty regarding its customer/client's data shall constitute a material breach of this EULA under Section 9 below. End User shall defend, indemnify, and hold harmless IDS from and against any actual or threatened actions, claims, losses liabilities or damages (including reasonable attorneys' fees and costs) based on or relating any breach of its covenants, representations, warranties or obligations under this EULA. For purposes of this EULA, the term "Documentation" means any manuals, instructions or other documents or materials that the IDS provides or makes available to End User in any form or medium and which describe the functionality, components, features or requirements of the Software, including without limitation any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.
2. Data Use and Storage End User acknowledges that the Software requires End User to provide data for simulations in the Find CoV Control model ("End User Data") and such data will be stored on third party servers. End User represents, covenants, and warrants that End User owns or otherwise has and will have the necessary rights and consents in and relating to the End User Data so that, as received by IDS and processed by the Software, they do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law. Notwithstanding anything to the contrary set forth herein, IDS shall have the right to (a) collect, aggregate and analyze information, data and other content that is derived by or through the Software from processing End User Data and is sufficiently different from such End User Data that such End User Data cannot be reverse engineered or otherwise identified from the inspection, analysis or further processing of such information, data or content ("Resultant Data"); (b) use Resultant Data to enhance the Software, for other development, diagnostic and corrective purposes in connection with the Software and other IDS offerings; and (c) disclose Resultant Data solely in aggregate or other de-identified form in connection with its business.
3. Product Support IDS shall supply Helpdesk services solely with respect to End User's access to the Software or other issues with logging into the site.
4. Copyright and Ownership. End User does not acquire any title to the intellectual property in the Software. Between End User and IDS, all title and full ownership of the Software (including, but not limited to copyright, patent, trade secret, trademarks, trade names, and all other intellectual property rights embodied in or associated with the Software, or its derivatives) remains with IDS. End User will not acquire any rights to the Software, or its derivatives, except the limited license during the term of this EULA expressly set forth above or herein. Subject to Section 2, End User shall own any data or results it obtains by using the Software in accordance with this EULA.
5. Reverse Engineering. End User will not, nor permit or cause any third party to, decompile, recompile, reverse compile, reverse engineer, design around, modify, translate, or disassemble the Software or the Documentation in whole or in part. End User understands and agrees that this prohibition is material to this EULA and that, if IDS suspects End User has violated or intends to violate this Section, IDS may temporarily suspend its performance under this EULA (including without limitation End User's access to and use of the Software) or terminate this EULA pending any investigation of such violation.
6. Compliance and Inspection. IDS may use technologies to verify End User's continued compliance with this EULA. End User shall abide by United States and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any content or software subject to restrictions under such laws to a national destination or person prohibited under such laws (see Section 15 below).
7. Cookies. The Software uses only strictly necessary cookies in order to perform basic website functions.
8. Termination. IDS may terminate this EULA at any time for any reason or no reason; provided that IDS shall provide not less ten (10) days prior written notice that it is terminating this EULA. Notwithstanding the foregoing, in the event of any breach of or failure to comply with any terms and conditions contained in this EULA by End User, IDS may, without notice to End User, immediately terminate the license, rights and benefits conferred by IDS upon End User and/or End User's customers or clients hereunder.
9. Priority of Documents. In the event there is a conflict between this EULA and any other agreements between End User and IDS, the relevant terms and conditions of this EULA shall control.
10. Trademarks. IDS, Cornell University and USDA trademarks, service marks, graphics, and logos used on the site in connection with the Software or otherwise, are trademarks or registered trademarks of the respective companies in the U.S. and/or other countries. Other trademarks, service marks, graphics, and logos are the trademarks of their respective owners. End User is granted no right or license with respect to any of these trademarks and any use of such trademarks.
11. Indemnification. End User will indemnify, defend, and hold harmless IDS, Cornell University and any other authorized third parties hereunder from and against all awards, costs, damages, expenses, fines, liabilities, or penalties (including without limitation reasonable attorneys' fees and other legal expenses) arising directly or indirectly from or in connection with any breach or violation or claimed breach or violation of this EULA. If IDS or Cornell University brings an action or claim to enforce the indemnification obligation hereunder, in additional to any award or other relief ordered by a court of other decision-making authority, End User shall pay IDS' attorneys' fees and costs associated with bringing such action or claim.
12. Disclaimer of All Warranties. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IDS, CORNELL UNIVERSITY AND THEIR SUPPLIERS DISCLAIM ALL WARRANTIES WITH REGARD TO THE SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED INDEMNITIES. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE, AND ANY RESULTS OBTAINED FROM IT, REMAINS WITH END USER. NEITHER IDS, CORNELL UNIVERSITY NOR THEIR SUPPLIERS REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET END USER REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
13. Limitation of Liability. NEITHER IDS, CORNELL UNIVERSITY NOR ANY THIRD PARTY INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SOFTWARE OR DOCUMENTATION SHALL BE LIABLE FOR ANY DAMAGES OF ANY TYPE, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST SAVINGS, LOSS OF ANTICIPATED BENEFITS, OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE DOCUMENTATION OR ANY DATA, INFORMATION OR REPORTS, WHETHER ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT TORT, OR UNDER ANY WARRANTY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY OTHER CLAIM BY ANY OTHER PARTY. IDS'S LIABILITY SHALL IN NO EVENT EXCEED FEES ACTUALLY PAID BY END USER AND RECEIVED BY IDS HEREUNDER.
14. State/Jurisdiction Laws. SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SUCH LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO END USER. THIS EULA GIVES END USER SPECIFIC RIGHTS, AND END USER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
15. Export Laws. This EULA involves products and/or technical data that may be controlled under the United States Export Administration Regulations and may be subject to the approval of the United States Department of Commerce prior to export. Any export, directly or indirectly, in contravention of the United States Export Administration Regulations, or any other applicable law, regulation or order, is prohibited.
16. Assignment. End User shall have no right to assign this EULA without the prior written consent of IDS. IDS shall have the right to assign this EULA to any person or entity that acquires or succeeds to all or substantially all of its business or assets upon written notice to the other party, so long as the assignee or transferee continues to fulfill and perform all of the assignor/transferor's obligations hereunder.
17. Notices. All notices permitted or required hereunder shall be in writing and delivered by email to IDS at support@idecisionsciences.com and to End User at the email address provided to IDS in the course of registering for the Service (or to a substituted email address of which either party may notify the other as provided by this section).
18. Survival. The provisions of Sections 4, 5, 9, 10, 11, 12, 13, 14, 17, 18 and 19 shall survive any partial or complete termination of this EULA.
19. Governing Law and Attorneys' Fees. This EULA will be governed by, construed, and enforced in accordance with the internal laws of the State of Washington, without giving effect to principles and provisions thereof relating to conflict or choice of laws irrespective of the fact that any one of the parties is now or may become a resident of a different state. Venue for any action under this Agreement shall lie only in King County, Washington. The parties hereby consent to personal jurisdiction over them by the courts within King County, Washington. The parties waive all objection and challenge to such venue and personal jurisdiction. The prevailing party in any action to enforce this Agreement shall be reimbursed or paid by the other party for its reasonable attorneys' fees and all costs incurred in connection with such enforcement or appeal.
20. United States Government Restricted Rights. The Software and related documentations are, as defined in 48 CFR §2.101, "Commercial Items" consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation" as defined in 48 CFR §§12.212 or 227.7202. As consistent and applicable with 48 CFR §§12.212, 227.7202-1 through 227.7202-4 or 52.227-19, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users (1) only as Commercial Items and (2) with only those rights that are granted to other end users pursuant to the terms herein. Use, duplication, or disclosure by the U.S. Government, its agencies and/or instrumentalities is subject to restrictions as set forth in 48 CFR §52.227-19, as applicable.
21. Severability. If any provision of this EULA shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.
22. No Waiver. No waiver of any breach of any provision of this EULA shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
23. No Strict Construction. This EULA shall be construed without any presumption or rule requiring that it might be construed against the party causing this EULA, or any part of it to be drafted.

END USER UNDERSTANDS AND AGREES THAT THE PROVISIONS CONTAINED HEREIN REPRESENT AN AGREED ALLOCATION OF RISK WHICH IS REFLECTED IN THE OBLIGATIONS HEREUNDER SUCH AS THE DISCLAIMER OF ALL WARRANTIES AND THE LIMITATIONS ON LIABILITY. IDS COULD NOT PROVIDE ITS SOFTWARE, PRODUCTS OR SERVICES TO END USER AT THE CURRENT PRICING "BUT FOR" END USER AGREEMENT TO THESE TERMS AND CONDITIONS.

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