GRANDE CHEESE COMPANY
SOLUTIONS@WORK TERMS AND CONDITIONS
These Solutions@Work Terms and Conditions, together with the executed Order Form, make the entire "Agreement" between the customer listed in the Order Form ("you") and Grande Cheese Company ("Grande" or "us," "we," or "our"). This Agreement supersedes all prior or contemporaneous agreements, discussions, or representations, whether oral or written, between you and us regarding the subject matter of this Agreement, and may not be amended except in a writing signed by you and us. In the event of conflict between these Solutions@Work Terms and Conditions and the Order Form, the Order Form shall control.

BY CLICKING "I AGREE TO THE TERMS AND CONDITIONS" OR PURCHASING SERVICES FROM US, YOU AGREE THAT YOU ARE LEGALLY BOUND TO THIS AGREEMENT. YOU FURTHER REPRESENT AND WARRANT THAT (A) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT AND (B) YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE COMPANY OR ORGANIZATION PURCHASING THE SERVICES.

1. DEFINITIONS. Capitalized terms have the definitions set forth throughout this Agreement and below:

"100 Percenter Program" is a Grande program, addressed under separate terms and conditions, where you agree to purchase exclusively Grande Mozzarella and Italian-style cheese used for your pizzas in your business.

"Customer Materials" means any materials or content that you own prior to the Effective Date and provide to us to create the Deliverables, which may include, without limitation, your name, trademarks, service marks, logos and insignia, as well as images you provide of your restaurant, menu and similar items.

"Deliverables" means any work product or works of authorship resulting from the Services or described in the Order Form, including without limitation, content, flyers, menus, materials, designs, printed materials, pictures, and website designs and content, including all intellectual property rights therein.

"Preexisting Grande Materials" means any materials or other intellectual property (a) owned by Grande as of the Effective Date, (b) created by Grande unrelated to the Services, or (c) licensed from a third party, including without limitation, pictures, designs, backgrounds, code, modules and templates. Any materials described as proprietary or owned by Grand in the first few lines of computer code are also Preexisting Grande Materials.

"Services" means those services provided by Grande hereunder and described in the Order Form.

2. GENERAL TERMS.

a. Design Services. We will provide to you the Services and Deliverables described in the Order Form, which may include designing and printing flyers/menus or other similar materials; designing and providing email or mail marketing; and/or designing, developing and/or hosting a website for you. You will have final approval over all Deliverables before they are launched or sent to your customers, and therefore you are solely responsible for the final content of the Deliverables -- including text, spelling, graphics and design, pricing and other information. You are solely responsible for ensuring all Deliverables approved by you comply with all applicable laws, rules and regulations, including without limitation data privacy and security laws. Design Services cover your initial design with the information you provide to us, plus four rounds of revisions, for a total of five drafts. Any additional revisions will result in an extra charge of $50.00 per draft. Once Deliverables have been approved by you, we will not make changes without your prior approval.

b. Ownership of Deliverables and Preexisting Grande Materials. Excluding Customer Materials, we own all right, title and interest, including copyright rights, in and to: (i) the Deliverables, and (ii) the Preexisting Grande Materials. You may not use or reproduce Deliverables or Grande Materials in any way or in any media without our prior written approval. Subject to your compliance with this Agreement, we grant to you a non-exclusive, non-transferable, royalty-free license to use the Deliverables and Grande Materials that we provide under this Agreement for your internal purposes as described in the Order Form, and only for so long as you participate in the 100 Percenter Program.

c. Ownership of Customer Materials. You will provide certain Customer Materials to us to create your flyers/menus, other materials, email and mail marketing, and/or website. You represent and warrant that: (i) you are the sole and exclusive owner of, or otherwise have the right to use, all Customer Materials, and to permit us to use the Customer Materials as described in the Agreement, and (ii) the Customer Materials, and our use thereof, will not infringe or misappropriate any third-party copyright, patent, trademark, trade secret, privacy, publicity or other proprietary right. You grant to us a non-exclusive, royalty-free license to reproduce, distribute, modify, and publicly perform and display your Customer Materials in order to create and display the Deliverables and otherwise provide the Services described herein.

d. Term. This Agreement will begin on the date that you execute your Order Form ("Effective Date"), at which time you must make a non-refundable deposit, and will continue in effect until the Services specified on your Order Form are completed.

e. Termination. Either party may terminate this Agreement on 10 days prior written notice if the other party breaches this Agreement by failing to comply with any term or condition of the Agreement and fails to cure such breach within the notice period. We may terminate this Agreement on 5 days prior written notice if you fail to make any payment on time. This Agreement will terminate automatically if your participation in Grande's 100 Percenter Program ends for any reason. This Agreement will terminate automatically if you file or have filed against you a petition in bankruptcy, become insolvent (as that term is defined in the federal Bankruptcy Act), make a general assignment of your assets for the benefit of your creditors, or cease to do business.

f. Effect of Termination. If the Agreement is terminated prior to your payment in full, prior to our provision of any Deliverables, or prior to launch of the website, you may not use any Deliverables or other materials provided by us, including those created for viewing purposes. If the Agreement is terminated because your participation in the 100 Percenter Program ends for any reason, or because we have terminated this Agreement or the licenses we granted herein for your uncured breach, you must immediately stop using and delete all Deliverables and Preexisting Grande Materials provided by us, including but not limited to destroying all materials that contain such items and removing all such items from the website (including photos, templates, and backgrounds). Any clauses herein that by their nature are intended to survive the expiration or termination of this Agreement shall so survive.

g. Shipping. If applicable, all shipments will be either to (i) your store location or (ii) the mailing center that we designate (if you choose the mailing program); we will not ship to any other location. If applicable and unless otherwise specified on your Order Form, all shipments are F.O.B. printer. Shipping dates and service completion dates are estimates only. We will use commercially reasonable efforts to meet the estimated shipping and/or service completion date(s), subject to your prompt provision of all necessary, complete and correct information, but we will not be held responsible for failure to meet such date(s).

h. Payment; Prices. For flyers/menus, other materials, website design, and/or email or mail marketing, a non-refundable deposit of $500 (unless a higher price is noted in the Order Form) will be due and charged when we receive your signed Order Form. The remaining balance will be due and charged on your approval of the applicable Deliverable(s), which you shall not unreasonably withhold or delay. Prices do not include shipping charges for materials sent to store locations, or for any applicable sales, use or other taxes, which shall be solely your responsibility to pay. The remaining balance will be due and charged on completion and approval of the website.

i. Publicity. Except as required for Grande to provide you the Services, neither party shall use the names, trademarks, trade names, service marks, insignia, or logos of the other party without such other party’s prior written consent. Neither party shall refer to the other party in any marketing, promotional, advertisement, press release, website, or other similar or dissimilar materials without the other party’s prior written consent. Notwithstanding the foregoing, you agree that we may list you as a client of ours in our advertising and we may use images of your flyers/menus, other materials, email or mail marketing, and/or screen shots of the website we design or host for you in our promotional materials and/or on our website.

j. No Warranties. WITH REGARD TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ALL SERVICES AND DELIVERABLES, WE MAKE NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WE EXPRESSLY DISCLAIM ALL SUCH WARRANTIES OR REPRESENTATIONS. THE SERVICES AND DELIVERABLES ARE PROVIDED AS-IS, AS-AVAILABLE.

k. Limitation of Remedies. To the extent that any Deliverables or Services provided by us under the Agreement fail to comply with your Order Form, we will use commercially reasonable efforts to promptly bring your Deliverables and Services into compliance with the Order Form. HOWEVER, OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIM UNDER THIS AGREEMENT WITH REGARD TO THE SERVICES AND DELIVERABLES WILL BE LIMITED TO REPLACEMENT OR CREDIT, AT OUR OPTION, WITH RESPECT TO DEFECTIVE DELIVERABLES OR SERVICES.

l. General Terms. This Agreement, and any disputes arising hereunder, shall be governed by the laws of the state of Wisconsin, without regard to its conflict of laws principles. Waivers of rights, obligations, or breaches may only occur in a signed writing by the waiving party. Any provisions of this Agreement held invalid shall be severed and the remaining provisions shall continue in full force and effect. The parties to this Agreement are independent contractors. No delay, failure, or default by us will constitute a breach of this Agreement to the extent it results of causes beyond our reasonable control, including acts of War, terrorism, weather, acts of God or nature, strikes, labor disputes, riots, civil disorder, internet outage, pandemic, quarantine, earthquake or the like. We may use our affiliates or subcontractors to perform our obligations and/or exercise our rights under this Agreement, but we will still remain responsible for the performance of our obligations under this Agreement. You may not assign this Agreement without our prior written consent, which we will not unreasonably withhold, but any assignment in violation of this Agreement is void.

m. Notice. Any notice required to be given under this Agreement shall be deemed properly given and effective: (i) on the date of delivery if delivered in person; (ii) three (3) days after mailing if mailed first-class mail; or (iii) on the day the notice is delivered by facsimile or email if proof of receipt is received. Notices to you will be provided to the contact information in the Order Form or that we otherwise have on file for you. Notices to Grande shall be to: Grande Cheese Company, 250 Camelot Drive, Fond du Lac, WI 54935; Attn: Solutions@Work Manager.

3. SPECIAL TERMS FOR FLYERS/MENUS, OTHER MATERIALS, AND E-MAIL AND MAIL MARKETING. The flyers/menus, other materials, and/or email and mail marketing may not be reproduced or modified by you in any way and may not be used for any purpose other than the conduct of your business in the normal course. You may not use any flyers/menus, other materials, and/or email marketing in contexts or media other than those covered in the Order Form, without our prior written consent. If you wish to post any flyers/menus, other materials, and/or email marketing on a website or a social media site, we will provide a digital image suitable for posting. Upon provision by us of such image, subject to your compliance with this Agreement, we grant to you a non-exclusive, non-transferable, royalty-free license to publicly display such materials on the website or social media site for so long as you participate in the 100 Percenter Program; this license is for one-time use per medium, in North America only. For digital marketing services, you agree to provide us with the username and password for the website and/or social media site (and any changes thereto), so that we can access the website and/or social media site at all times.

4. SPECIAL TERMS FOR WEBSITE DESIGN.

a. Design and Hosting. You have the option to purchase either (i) project-based website design Services from us, or (ii) ongoing Services where Grande and its subcontractors design and host the website. With regard to 4(a)(i), we only provide the limited Services described in the Order Form, but you may provide us with periodic updates to the website, which we will adapt, translate and reformat as necessary at the rates agreed to in the Order Form. If you purchase hosting of a website in the Order Form, Grande will design and host the website, and such hosting may be provided by Grande's subcontractors.

b. Your Obligations. You are solely responsible for ensuring that any website we design or host for you and all content thereon (including Deliverables): (i) complies with all applicable laws, rules and regulations, and (ii) contains a privacy notice that complies with all applicable laws, rules, regulations and industry standards. You are solely responsible for ensuring your privacy notice and website terms of use: (y) comply with any third-party requirements (e.g., notices required by Google Analytics); and (z) addresses all collection, use and disclosure of Personal Information by Grande and its subcontractors as permitted in the Order Form and this Agreement. You are solely responsible for securing and maintaining all applicable domain names unless otherwise expressly agreed to by Grande in writing.

5. SPECIAL TERMS FOR MAILING PROGRAM. If you choose the mailing program as described in the Order Form, we will ship flyers/menus and/or other materials to a mailing center that we designate, with shipment F.O.B. the mailing center. We will consult with you to establish a mailing schedule suited to your needs and will communicate this schedule to the mailing center. You agree to be responsible for all payments due to the mailing center for mailing your flyers/menus and/or other materials. If you fail to make any payments to the mailing center when due or are otherwise in breach of your agreement with the mailing center, the mailing center may terminate its agreement with you. In addition, we have established a special rate with the mailing center for our 100 Percenter Program members. If your participation in the 100 Percenter Program ends for any reason, then in addition to the termination of this Agreement, your rate with the mailing center will increase to the mailing center's standard rates for any remaining flyers/menus and/or other materials not yet mailed. You agree that we have no responsibility or liability for Deliverables, and the timeliness, legality or accuracy of the mailings, once a Deliverables has been sent by us to the mailing center.

6. LIABILITY AND INDEMNITY.

a. LIMITATION OF LIABILITY. GRANDE AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, SUBCONTRACTORS, OR AGENTS (“REPRESENTATIVES”), SHALL NOT BE LIABLE TO YOU, OR TO ANY THIRD PARTY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR CLAIMS FOR LOST PROFITS, LOST TIME, LOST DATA, LOST REVENUE, OR LOSS OF USE ARISING RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT. IN NO EVENT SHALL GRANDE'S OR ITS REPRESENTATIVES' AGGREGATE LIABILITY FOR ANY CLAIMS ARISING PURSUANT TO THE SUBJECT MATTER OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO US UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM. THIS LIMITATIONS OF LIABILITY AND EXCLUSION OF DAMAGES HEREIN SHALL APPLY EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF ANY REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

b. Indemnification. You shall indemnify, defend and hold Grande and its Representatives harmless for any claims, suits, damages, losses, liabilities, fines, penalties, settlements, attorneys' fees and court costs arising from or related to: (a) your breach of this Agreement; (b) your violation of applicable laws, rules or regulations; and (c) any claims that the Deliverables approved by you or the Customer Materials infringe or misappropriate a third-party's intellectual property rights or violate applicable laws, rules or regulations.

7. DATA. You may purchase certain mail and/or email advertising Services from us, as further described in the Order Form, which require you to provide us with certain information about your customers, which may include names, addresses, phone numbers, email addresses, and ordering history ("Data"). If you purchase hosting Services for a website from us, Grande and its subcontractors will also have access to Data received through that website, including submissions by website visitors (e.g., email sign-ups) and any Data gathered by online tracking and cookies (e.g., Google Analytics). To the extent you directly provide Grande with Data, you are responsible for limiting the information that you provide to us to that information which we request from you and which is needed for us to provide the applicable Services and Deliverables to you. Some Data may contain Personal Information.

a. Personal Information. "Personal Information" is any information that, alone or in combination with other information, can be used to identify a natural person and is regulated by applicable U.S. state data privacy or security laws ("Data Privacy Laws").

b. Your Provision of Personal Information. You represent and warrant to us that: (i) you have secured all legally required or industry standard consents (or provided all legally required or industry standard notices) required to permit us to collect, use and share Personal Information in order to provide the Services and Deliverables (including but not limited to host your website), and as otherwise permitted in this Agreement; (ii) you will not send us, or provide us access to, the Personal Information of minors (i.e., children under the age of 18 years old); and (iii) you will not send us, or provide us access to, any sensitive Personal Information, such as information regarding a person's race, ethnicity, sexual orientation, labor union status, political opinions, religious or philosophical beliefs, any financial or health information, or any similar information to the foregoing.

c. Security. We will implement and maintain reasonable security procedures and practices appropriate to the nature of the information to protect the Personal Information we receive pursuant to this Agreement.

d. Use of Personal Information. We shall not retain, sell, use or disclose Personal Information that we received pursuant to this Agreement for any purpose other than (i) for the purpose of providing the Services and Deliverables, including retaining, using, or disclosing the Personal Information for any commercial purpose other than providing such services, and (ii) improving Grande products and services.

e. De-Identified Information. Grande may de-identify and/or aggregate Personal Information and other Data so that it no longer identifies a natural person ("De-Identified Data") which Grande may use and share for its business purposes. Grande is the owner of all De-Identified Data.

f. Requests Received from Data Subjects. Taking into account the nature of the Services we provide and the information available to us, we will assist you, as you reasonably request in writing, with addressing requests from individuals to exercise their rights under applicable data privacy laws (e.g., their rights (if any) to know, access, correct, transfer, delete or stop the processing of their Personal Information), at your sole cost and expense. If we receive a request from an individual to exercise any such rights, we will direct that individual to you, and you are responsible for responding to that individual (unless we are required to respond pursuant to applicable law).