This SERVICE AGREEMENT (“Agreement”) by and between Savor Brands Inc., with an address at 707 Richards Street, Suite 405, Honolulu, HI 96813 USA (referred to as “Savor,” “We“ or “Our”) and the undersigned special roaster (“Buyer,” “You” or “Your”), is entered into on the Effective Date hereto and governs the Service We provide You (as such terms are defined below)
- 1) Definitions
a. “Account” means all Savor accounts or instances created by or on behalf of Buyer or its Agents within the Service.
b. “Administrator” has the meaning ascribed to it in Section 2(b).
c. “Agent” means an individual authorized to use the Service through Your Account as an end-user and/or Administrator as identified through a unique login.
d. “SoftPOS” means Savor’s proprietary Cashier Point of Sales and Self-Service Kiosk point of sales platform with the Buyer Brand.
e. “App” means Savor’s proprietary mobile device application branded with the Buyer Brand.
f. “Buyer Brand” means the Buyer trademarks, logos and content provided by Buyer for use in the SoftPOS and App.
g. “Buyer Data” means, electronic data, text, messages or other materials submitted to the Service by You, or Your Agents in connection with Your use of the Service, including, as applicable, Buyer content provided via Buyer Videos.
h. “Buyer Products” means Buyer’s products promoted through the use of the Service and fulfilled by Buyer to its Customers.
i. “Buyer Store” means the storefront accessed by Consumers through the use of the App or Self-Service Kiosk point of sales platform.
j. “Buyer Videos” means multimedia content provided by Buyer for storage and distribution to Customers through the Service.
k. “Confidential Information” means all information disclosed by You to Savor or by Savor to You which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Notwithstanding the foregoing, Confidential Information shall not include information that (i) was already known to the receiving party at the time of disclosure by the disclosing party; (ii) was or is obtained by the receiving party by a third party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (iii) is or becomes generally available to the public other than by violation of this Agreement; or (iv) was or is independently developed by the receiving party without use of the disclosing party’s Confidential Information.
l. “Customer” means a consumer using the App or SoftPOS to access the Service.
m. “Documentation” means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Service provided or made available by Savor to You or Your Agents through the Site or otherwise.
n. “EULA” means the End User License Agreement which all Agents and Customers must accept in order to use the SoftPOS or App.
o. “Effective Date” means the date that this Agreement is signed by both parties hereto.
p. “Fees” means the then-current fees for the Service, as more fully published at
q. “Force Majeure” has the meaning ascribed to it in Section 10(e).
r. “Intellectual Property Rights” means all patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.
s. “Payment Processor” means the payment processor making payment and merchant services available to Buyer for use with transactions conducted at the Buyer Store.
t. “Service” means Savor’s proprietary Internet service which, inter alia, (i) connects Customers to Buyer Store through interaction of App or SoftPOS; (ii) enables Buyer to provide video content to Customers using the App or SoftPOS; and (iii) enables Customers to place orders using the App or SoftPOS to purchase Buyer Products for store pickup or shipping to Customer by Buyer. For purposes of this Agreement, reference to the Service shall include, where the context requires, all elements and functionality of the Service, including the interoperation and connection between the App, SoftPOS and Savor’s servers.
u. “Taxes” has the meaning ascribed to it in Section 3(d).
2. 2) Service
a. We agree to provide to you and your Customers the Service in accordance with the terms of this Agreement and you agree to make the payments, and perform the obligations, and be bound by the terms of this Agreement. Subject to compliance by You and Your Agents with this Agreement, including prompt payment of all Fees, You have the limited right to access and use the Service for Your internal business purposes.
b.To access and use the Service, Buyer will need to create an Account on the Service. Buyer shall be responsible for: (i) maintaining the confidentiality of all credentials for your Agents; (ii) managing access to Agent accounts; and (iii) ensuring that your Agents’ use of the Service is solely as permitted in this Agreement. You shall designate one or more of your Agents as administrators (each, an “Administrator”) who shall be responsible to create, manage, restrict and terminate your Agents’ access to the Service. You shall additionally (X) maintain and promptly update, as necessary, your Account information, (Y) be responsible for the acts or omissions of your Agents and any other third party who has authority to access or use the Service on your behalf, and (Z) immediately notify us if you discover or otherwise suspect any security breaches related to your Account.
c. A high-speed Internet connection is required for access to and use of the Buyer Store and the Service. Each user of the Service is responsible for procuring and maintaining Internet service as required to connect to the Service. We are not responsible for notifying You or Your Agents of any compromise of data, including Buyer Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Savor. We assume no responsibility for the reliability or performance of any connections as described in this section.
d. Buyer is solely responsible for branding of the App or SoftPOS and the level of customization using the Savor Live Partner Portal. After the App or SoftPOS customization by Buyer is complete, Savor will, as soon as practicable, register the App and/or SoftPOS on both app platforms (iOS and Android) for search and download by Customers using the Buyer Store name. Customer will timely provide Savor with all materials and reasonable support as requested by Savor during the onboarding process to facilitate the submission of the App to the app stores. SAVOR IS NOT RESPONSIBLE FOR ANY DELAYS IN SUBMISSION AND APPROVAL OF THE APP TO THE APP STORES WHETHER CAUSED BY BUYER, THE APP STORES OR OTHERWISE.
e. Savor will assist Buyer in obtaining a Merchant Identification (MID) with the Payment Processor so that the Buyer Store can transact business with Customers. All payment transactions related to the Buyer Store shall be subject to the terms and conditions of the Payment Processor and the agreement between Buyer and Payment Processor
f. Buyer's correspondence to or transactions with Customers and with Payment Processor, or any other transaction or activity arising from or related to the Service, including, but not limited to, purchase and payment of Buyer Products, delivery of Buyer Products, and any other terms, conditions, actions, warranties or representations associated with such transactions, are solely between Buyer and Customers or Payment Processor, as applicable. Savor shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such transaction or activity. Buyer shall be responsible for all sales, use and other taxes and all applicable duties, levies and export fees and similar charges imposed by any federal, state or local government entity with respect to any such transaction. SAVOR EXPRESSLY DISCLAIMS AND MAKES NO REPRESENTATIONS, GUARANTEES OR WARRANTIES AS TO ANY TRANSACTION OR ANY OTHER MATTER CONDUCTED THROUGH OR AS A RESULT OF THE USE OF THE SERVICE, ANY BUYER PRODUCTS OFFERED THROUGH THE SERVICE, ANY SERVICES PROVIDED BY PAYMENT PROCESSOR, OR ANY OTHER ACTIVITY ARISING FROM OR RELATED TO THE SERVICE. BUYER UNDERSTANDS THAT TRANSACTIONS ON THE BUYER STORE WITH CUSTOMERS ARE ONLY BETWEEN BUYER AND CUSTOMER AND SAVOR IS NOT A PARTY TO ANY SUCH TRANSACTION.
g. You agree not to (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than Your authorized Agents in furtherance of Your internal business purposes as expressly permitted by this Agreement; (ii) use the Service to process data on behalf of any third party; (iii) modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks; (iv) falsely imply any sponsorship or association with Savor, (v) use the Service in any unlawful manner, including but not limited to violation of any person’s privacy rights; (vi) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (vii) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any App; (viii) use the Service to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (ix) use the Service to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; or (x) try to use, or use the Service in violation of this Agreement
h. Savor reserves the right, in Savor’s reasonable discretion, to temporarily suspend Your access to and use of the Service: (i) during planned downtime for upgrades and maintenance to the Service (of which Savor will use commercially reasonable efforts to notify You in advance to Your Administrator); (ii) during any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, Force Majeure events, technical failures beyond Our reasonable control (including, without limitation, inability to access the Internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks; or (iii) if We suspect or detect any malicious app connected to Your Account or use of the Service by You or Your Agents. We will use commercially reasonable efforts to schedule planned downtime for weekends (Hawaii time zone) and other off-peak hours.
3. 3) Fees
a. Use of various functions of the Service will require you to make payment of the corresponding Fees and you agree to pay Savor the Fees applicable to your use of the Service. Payments of Fees you make are final and non-refundable. You are responsible for providing accurate, up to date billing information to Savor’s payment processor, to process your payment of Fees. You authorize Savor to submit through its payment processor the Fees charges for Your use of the Service, including all use by your Agents, using the payment method you specify. In the event of any termination of this Agreement, Savor will prorate unused Fees as applicable. For any recurring Fees, such as for storage of your Buyer Videos and renewals of your subscriptions you authorize Savor to submit through its payment processor until you cancel the applicable service, the corresponding Fees using your then current payment method. Savor reserves the right to establish, remove, and/or revise Fees, taxes, and/or surcharges for the Service at any time.
b. In the event Savor refers any overdue balance to an attorney, to recover such amounts you owe Savor, you agree that the amount recovered, shall include interest at the rate of 1½% per month from the date payment is due (or the highest permitted rate under law, if lower), and you shall pay Savor’s legal fees in such action.
c. If You fail to pay Your Fees when due, or if You do not update payment information with our payment processor upon Our request, in addition to Our other remedies, We may suspend or terminate access to and use of the Service by You, Agents and Customers.
d. Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against Savor based on its income. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.
4. 4) Intellectual Property
a. Savor owns or is the exclusive holder of all right, title and interest in and to the Service, the App, the SoftPOS, and each of their elements and components, and to all Intellectual Property Rights therein. The rights granted to You and Your Agents to use the Service under this Agreement do not convey any additional rights in the Service, or in any Intellectual Property Rights associated therewith.
b. Buyer shall retain all right, title and ownership rights to the Buyer Brand, Buyer Data and Buyer Videos. You hereby grant Savor a fully paid-up, royalty-free, worldwide, license during the term of this Agreement to use, copy, modify, publish and distribute the Buyer Brand, Buyer Data and Buyer Videos as necessary to (i) market, brand and deploy the App to your Customers; (ii) provide the Service; and (iii) market and brand Buyer Store.
c. You additionally hereby grant Savor a fully paid-up, royalty-free, worldwide, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You or Your Agents.
5. 5) Data Privacy; Confidentiality
a. Subject to the express permissions of this Agreement, You and Savor will each protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each of us may use the other’s Confidential Information solely to exercise Our respective rights and perform Our respective obligations under this Agreement and shall disclose such Confidential Information solely to those of Our respective employees who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information.
b. Savor will maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Buyer Data.
c. Notwithstanding the above, Savor may access or disclose information about You, Your Account or Agents, including Buyer Data, in order to (i) comply with the law or respond to lawful requests or legal process; (ii) protect Savor’s or its customers’ or partners’ rights or property, including enforcement of this Agreement or other policies associated with the Service; (iii) act on a good faith belief that such disclosure is necessary to protect personal safety or avoid violation of applicable law or regulation.
d. We collect certain information about You and Your Agents and Customers as well as Your and their respective devices, computers and use of the Service. We use, disclose, and protect this information as described in Our Privacy Policy, the then-current version of which is available at www.savorlive.com/privacypolicy and is incorporated into this Agreement.
6. 6) Disclaimer of Warranties. THE SERVICE, INCLUDING ALL SERVER AND NETWORK COMPONENTS, THE APP, SOFTPOS, AND ALL FUNCTIONALITY OF THE FOREGOING ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, SAVOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT SAVOR DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OBTAINED BY YOU FROM SAVOR OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
7. 7) Limitation of Liability
a. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, OR ANY TRANSACTION BETWEEN BUYER AND CUSTOMER REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
b. Notwithstanding anything to the contrary in this Agreement, Savor’s aggregate liability to you or any third party arising out of this Agreement or otherwise in connection with any use of the Service or any results generated from the use of the Service, shall in no event exceed the Fees paid by you during the three (3) months prior to the first event or occurrence giving rise to such claim. You acknowledge and agree that the essential purpose of this section is to allocate the risks under this Agreement between the parties and limit potential liability given the Fees We charge, which would have been substantially higher if Savor were to assume any further liability other than as set forth herein. Savor has relied on these limitations in determining whether to provide you the rights to access and use the service provided for in this agreement.
c. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, SAVOR’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
8. 8) Allocation or Risks.
a. You will defend, indemnify and hold harmless Savor, its employees, agents and subcontractors, from and against all third party claims, lawsuits, including reasonable attorneys’ fees, and losses asserted by a third party against Savor and its affiliates arising from, caused by or in any way related to (i) your or your Agents’ or Customers’ use of the Service contrary to the Documentation or in violation of the EULA or this Agreement; (ii) any claim that the Buyer Brand, Buyer Data or Buyer Videos, infringe or misappropriate any Intellectual Property Right of the third party; (i) any transactions with Payment Processor; and (iv) the sale, purchase, consumption or other use Buyer Products.
b. Savor will defend, indemnify and hold harmless Buyer, its employees, agents and subcontractors, from and against all third party claims, lawsuits, including reasonable attorneys’ fees, and losses asserted by a third party against Buyer and its affiliates arising from, caused by or in any way related to any claim that the Service, including the App, as delivered and used in compliance with the Documentation, and consistent with the EULA and this Agreement, infringes or misappropriates any Intellectual Property Right of the third party.
c. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed and (ii) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE CUSTOMER’S ONLY REMEDY AND SAVOR’S SOLE LIABILITY UNDER THIS AGREEMENT FOR VIOLATION OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.
d. YOU HEREBY WAIVE, RELEASE AND DISCHARGE SAVOR OF ANY LIABILITY ASSOCIATED WITH YOUR AND YOUR AGENTS’ AND CUSTOMERS’ USE OF THE SERVICE, THE PURCHASE AND FULFILLMENT OF BUYER PRODUCTS PURCHASED BY YOUR CUSTOMERS THROUGH THE SERVICE AND ANY TRANSACTIONS BETWEEN YOU AND YOUR CUSTOMERS.
9. 9) Term and termination
a. The term of this Agreement shall commence on the Effective Date and shall continue for the period of one (1) year unless terminated earlier. This Agreement will automatically renew at the end of the initial one (1) year period and each subsequent renewal period, in each case for a one (1) year renewal period unless either party provides the other with a non-renewal notice no less than 30 days prior to the lapse of the then-current period. On the effective date of termination of this Agreement, Savor will disconnect your access to the Service. YOU AGREE THAT UPON ANY TERMINATION OF THIS AGREEMENT, SAVOR SHALL BE PERMITTED TO DISCONTINUE ALL SERVICES.
b. This Agreement shall automatically terminate without notice upon the occurrence of any of the following: (i) the breach by the Buyer or any of its Agents of any of the terms contained herein or in the EULA, which is not cured within thirty (10) days after notice by Savor; or (ii) the cessation of business by Buyer. Buyer shall have the right to terminate this Agreement at any time by sending Savor a written notice of termination at least thirty (30) days before the end of the then current subscription period.
c. No refunds or credits for Fees or other fees or payments will be provided to You if You elect to terminate this Agreement prior to the end of Your then effective contract term. Following the termination or cancellation of the Agreement, we reserve the right to delete all Buyer Data in the normal course of operation. Buyer Data cannot be recovered once Your Account is cancelled.
d. Savor reserves the right to modify, suspend or terminate the Service (or any part thereof), Your Account or Your and/or Your Agents’ rights to access and use the Service, and remove, disable and discard any of Buyer Data if We believe that You or Your Agents have violated this Agreement. Unless legally prohibited from doing so, Savor will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions. Savor shall not be liable to You, Your Agents, or any other third party for any such modification, suspension or discontinuation of Your rights to access and use the Service. Any suspected fraudulent, abusive, or illegal activity by You or Your Agents may be referred to law enforcement authorities at Our sole discretion.
10. 10) Miscellaneous Provisions
a. The relationship between Savor and Buyer is only that of independent contractors. Neither party is the agent or legal representative of the other party, and neither party has the right or authority to bind the other party in any way. This Agreement creates no relationship as partners or a joint venture and creates no pooling arrangement.
b. This Agreement will be governed by and interpreted in accordance with the law of the State of Hawaii without reference to its choice of law rules. This Agreement shall be deemed to be performed in Hawaii. Both parties irrevocably submit to the jurisdiction of the federal district court located in Honolulu, Hawaii for any action or proceeding regarding this Agreement, and both parties waive any right to object to the jurisdiction or venue of the United States district court in Honolulu, Hawaii. In the event a dispute arises regarding this Agreement, the prevailing party shall be entitled to its reasonable attorneys’ fees and expenses incurred in addition to any other relief to which it is entitled. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
c. You shall not assign or otherwise transfer your rights or obligations under this Agreement to a third party unless such assignment is approved in writing by Savor. This Agreement shall inure to the benefit of and bind the party's successors and permitted assigns.
d. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision will be deleted and re-interpreted to the extent necessary to comply with law and interpreted and substituted to accomplish the objectives of such provision to the greatest extent possible under applicable law. The remaining provisions of this Agreement will continue in full force and effect.
e. Other than for your payment obligations, neither party shall be liable for any delay or nonperformance due to acts of God, natural casualties, pandemics and delays due to pandemics, war, terrorism, material shortages, transportation and communications delays, energy shortages and disruptions, trade embargoes, governmental regulations, strikes, civil unrest and/or other causes beyond the reasonable control of a party (a “Force Majeure Event”). If a Force Majeure Event occurs, the party whose performance is affected shall give the other party written notice within ten (10) days of such occurrence, detailing the circumstances of the Force Majeure Event and an estimate of the anticipated delay in performance. The party whose performance is affected will use commercially reasonable efforts to develop a mutually acceptable work around plan in an attempt to minimize the impact of the Force Majeure Event. Performance shall be promptly resumed upon the end of the Force Majeure Event.
f. This Agreement constitutes the entire agreement between the parties with respect to the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral. This Agreement may be amended only by a written document signed by both parties. Unless expressly accepted in writing by a party in a manner that specifically references this Agreement, any terms on any purchase order or similar document submitted by one party to the other party that purport to amend, alter, modify or add to this Agreement are hereby deemed to be offers to amend this Agreement that are rejected by the receiving party, and such terms will have no force or effect. NO TERM OR CONDITION SET FORTH IN ANY OF CUSTOMER’S SOLICITATIONS, RFPs OR PURCHASE ORDERS SHALL BECOME PART OF ANY ORDER OR OTHERWISE BECOME BINDING ON SAVOR UNLESS EXPRESSLY AGREED TO IN WRITING BY SAVOR. ANY CUSTOMER PURCHASE ORDER IS ACCEPTED SOLELY ON THE CONDITION THAT CUSTOMER EXPRESSLY ACCEPTS AND ASSENTS TO THE TERMS AND CONDITIONS CONTAINED HEREIN. You agree that there are no third-party beneficiaries of this Agreement. Without limiting this section, neither your Agents or Customers are third-party beneficiaries to Buyer's rights under this Agreement.
g. WHERE PERMITTED BY LAW, YOU HEREBY WAIVE TRIAL BY JURY IN ANY ACTION AGAINST Savor RELATED TO THIS AGREEMENT.
h. All disputes arising from this Agreement or the Service, including disputes arising from or concerning the interpretation, violation, invalidity, nonperformance, or termination of this Agreement, shall be submitted to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Hawaii law.
i. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
j. You agree that Savor is authorized and permitted to subcontract any services to be provided by Savor to third parties who may be independent of Savor, and that Savor shall not be liable for any loss, damage or injury sustained you sustain by reason of any other cause whatsoever caused by the negligence of third parties. You acknowledge that this Agreement, and particularly those paragraphs relating to Savor’s disclaimer of warranties, exemption from liability, even for its negligence, limitation of liability and indemnification, insure to the benefit of and are applicable to any assignees and subcontractors of Savor.
k. The persons accepting this Agreement on behalf of Buyer represent and warrant that they have the authority from their respective governing body to enter into this Agreement and to bind Buyer to all the terms and conditions of this Agreement.
l. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and both together shall be deemed to be one and the same agreement. All headings, the cover page and the table of contents in the Agreement are inserted for convenience of reference only and shall not affect its meaning or interpretation.