Terms and Conditions

1. SOUTHERN COFFEE SERVICES'S SUBSCRIPTION SERVICE

1.1

HOME COFFEE DELIVERY SUBSCRIPTION SERVICE. OUR HOME COFFEE DELIVERY SERVICE IS AN AUTOMATIC, RECURRING MONTHLY SUBSCRIPTION TO SOUTHERN COFFEE SERVICES (“SUBSCRIPTION SERVICE” OR “SERVICE”). AS PART OF THE SERVICE, WE OFFER A NUMBER OF SUBSCRIPTION OPTIONS THAT YOU MAY CHOOSE FROM (“BUNDLES”). EACH MONTH YOU WILL RECEIVE A PACKAGE FROM SOUTHERN COFFEE SERVICES, INCLUDING THE CONTENTS OF YOUR CHOSEN PLAN (A SPECIFIC NUMBER AND TYPE OF “COFFEE, COFFEE ACCESSORIES, MONTHLY GIFTS”). YOU CAN FIND SPECIFIC DETAILS REGARDING YOUR BUNDLE AND THE HOME COFFEE DELIVERY PLAN BY ACCESSING YOUR ACCOUNT DETAILS VIA THE SITE.

 

1.2

AUTO-RENEWAL FEATURE. THE SUBSCRIPTION SERVICE CONSISTS OF AN INITIAL CHARGE FOLLOWED BY RECURRING PERIODIC CHARGES AS AGREED TO BY YOU. BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOUR SUBSCRIPTION HAS AN INITIAL AND RECURRING PAYMENT FEATURE AND YOU ACCEPT RESPONSIBILITY FOR ALL RECURRING CHARGES PRIOR TO DEACTIVATION. SOUTHERN COFFEE SERVICES MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE ADVANCE NOTICE OF 7 BUSINESS DAYS THAT YOU WISH TO TERMINATE THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE SOUTHERN COFFEE SERVICES REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, LOG ON TO YOUR SOUTHERN COFFEE SERVICES ACCOUNT, EMAIL FRIENDS@FRESHSOUTHERNCOFFEE.COM OR CALL (800) 795-3075. IF YOUR PAYMENT DETAILS CHANGE, YOUR CARD PROVIDER MAY PROVIDE US WITH THE UPDATED PAYMENT DETAILS. WE RESERVE THE RIGHT TO USE THESE UPDATED DETAILS FOR FUTURE CHARGES IN ORDER TO HELP PREVENT ANY INTERRUPTION TO THE DELIVERY OF SERVICE.

 

ADDITIONALLY, BY SIGNING UP FOR OUR SUBSCRIPTION SERVICE YOU ARE AGREEING TO RECURRING PERIODIC PAYMENTS FOR AN INDEFINITE TIME UNTIL DEACTIVATED BY YOU OR US, ON THE SUBSCRIPTION TERMS SET OUT IN THE APPLICATION FORM YOU HAVE COMPLETED,SUBJECT TO VARIATION IN ACCORDANCE WITH THIS SECTION. YOU CAN DEACTIVATE YOUR SUBSCRIPTION AT ANY TIME, PROVIDED THAT YOU DO SO WITHIN THE APPLICABLE DEACTIVATION NOTICE PERIOD, AS DEFINED IN SECTION 2.1. YOU WILL NOT BE CHARGED FOR ANY DEACTIVATION. YOU CAN RE-SUBSCRIBE AT ANY TIME FOLLOWING YOUR DEACTIVATION, BUT WE RESERVE THE RIGHT NOT TO PERMIT RE-SUBSCRIPTION WHERE WE HAVE PREVIOUSLY ELECTED TO TERMINATE A SUBSCRIPTION BY YOU.

 

FURTHERMORE, FOLLOWING YOUR INITIAL SUBSCRIPTION PERIOD, YOUR SUBSCRIPTION WILL BE AUTOMATICALLY EXTENDED FOR SUCCESSIVE RENEWAL PERIODS OF THE SAME LENGTH, AT THE THEN-CURRENT, NON-PROMOTIONAL SUBSCRIPTION RATE. YOU CAN LOG ON TO YOUR ACCOUNT TO DEACTIVATE YOUR SUBSCRIPTION OR EMAIL FRIENDS@FRESHSOUTHERNCOFFEE.COM AND WE WILL DO IT FOR YOU. FULL DETAILS FOR DEACTIVATION PROCEDURES ARE IN SECTION 2.1 OF THESE TERMS. IF YOU DEACTIVATE, YOU MAY USE YOUR SUBSCRIPTION UNTIL THE END OF YOUR THEN-CURRENT SUBSCRIPTION TERM; YOUR SUBSCRIPTION WILL NOT BE RENEWED AFTER YOUR THEN-CURRENT TERM EXPIRES. YOU WILL NOT BE ELIGIBLE FOR A PRORATED REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD.

2. DEACTIVATION

2.1

DEACTIVATION PROCEDURES. PLEASE NOTE THAT THE ABILITY TO CHANGE AN ORDER LOCKS SEVEN DAYS PRIOR TO YOUR SCHEDULED DELIVERY DATE. THEREFORE, IF YOU WISH TO DEACTIVATE YOUR ACCOUNT AND/OR CANCEL OR CHANGE AN ORDER, YOU MUST DO SO SEVEN DAYS BEFORE THE DAY AND TIME LISTED ABOVE FOR YOUR RESPECTIVE DELIVERY DATE. FOR EXAMPLE, IF YOU HAVE A SCHEDULED DELIVERY DATE ON TUESDAY, YOU HAVE UNTIL THE PRIOR WEEK'S TUESDAY AT 11:59 PM PST TO CANCEL YOUR SUBSCRIPTION. IF YOU DO SO AFTER THE TIME LISTED FOR YOUR DELIVERY DAY, YOU WILL BE CHARGED AND RECEIVE YOUR SUBSCRIPTION BUNDLE FOR THAT MONTH, AND THE CANCELLATION WILL TAKE EFFECT FOR THE FOLLOWING DELIVERY MONTH.

 

TO DEACTIVATE YOUR ACCOUNT, PLEASE CALL DO SO VIA YOUR SITE ACCOUNT, OR CALL SOUTHERN COFFEE SERVICES AT (800) 795-3075 OR EMAIL FRIENDS@FRESHSOUTHERNCOFFEE.COM STATING THAT YOU WISH TO TERMINATE YOUR ACCOUNT, ALONG WITH YOUR FULL NAME AND REGISTERED EMAIL ADDRESS.

 

2.2

PAUSING YOUR ORDER. DURING ANY PRODUCTION MONTH, CUSTOMER HAS THE OPTION OF PAUSING THEIR DELIVERIES. IN ORDER TO DO SO, LOG ON TO YOUR ACCOUNT PAGE ON THE SITE, SELECT A PARTICULAR MONTH AND THEN CLICK ON THE “PAUSE” BUTTON. YOU WILL NOT BE CHARGED FOR ANY MONTH IN WHICH YOUR ORDER IS PAUSED. PLEASE NOTE THAT THIS ACTION CANNOT BE TAKEN FOR ANY SCHEDULED ORDER WHICH HAS ALREADY “LOCKED,” PURSUANT TO SECTION 2.1. ADDITIONALLY, PAUSING AN ORDER SHALL ONLY APPLY TO THE MONTH IN WHICH YOU PAUSE, AND AUTOMATIC DELIVERIES WILL COMMENCE THE FOLLOWING MONTH, UNLESS YOU CHOOSE TO PAUSE THE FOLLOWING MONTH, SUBJECT TO THE DETAILS, ABOVE.

3. EQUIPMENT USAGE

THESE EQUIPMENT USAGE TERMS AND CONDITIONS (THE “EQUIPMENT TERMS”) ARE INCORPORATED BY REFERENCE INTO ANY AGREEMENT (COLLECTIVELY, THE “AGREEMENT”) BY WHICH CHENOA COFFEE COMPANY (INCLUDING ANY OF ITS SUBSIDIARIES AND AFFILIATES, “SOUTHERN COFFEE SERVICES”) PROVIDES EQUIPMENT (DEFINED BELOW) AT THE LOCATION(S) OF A PARTY PURCHASING PRODUCTS (INCLUDING ANY OF ITS SUBSIDIARIES AND AFFILIATES, “OPERATOR”) FROM SOUTHERN COFFEE SERVICES.  SOUTHERN COFFEE SERVICES AND OPERATOR ARE COLLECTIVELY REFERENCED IN THESE EQUIPMENT TERMS AS THE “PARTIES” AND INDIVIDUALLY AS A “PARTY”.

3.1

EQUIPMENT DESCRIPTION AND LOCATION:  SOUTHERN COFFEE SERVICES MAY AGREE TO ALLOW OPERATOR TO USE CERTAIN EQUIPMENT OWNED BY SOUTHERN COFFEE SERVICES (“EQUIPMENT”).  SOUTHERN COFFEE SERVICES WILL DETERMINE THE APPROPRIATE MODEL(S) AND QUANTITY OF EQUIPMENT TO ASSIGN TO OPERATOR. OPERATOR WILL NOT REMOVE, REPOSITION OR RELOCATE ANY EQUIPMENT FROM THE LOCATION(S) WHERE IT IS INSTALLED BY SOUTHERN COFFEE SERVICES WITHOUT SOUTHERN COFFEE SERVICES’S PRIOR WRITTEN CONSENT.

3.2

EQUIPMENT OWNERSHIP:  SOUTHERN COFFEE SERVICES WILL RETAIN TITLE TO AND OWNERSHIP OF THE EQUIPMENT AT ALL TIMES. OPERATOR WILL NOT (A) REMOVE OR OBSCURE LABELING ON THE EQUIPMENT INDICATING THAT IT IS THE PROPERTY OF SOUTHERN COFFEE SERVICES OR (B) SELL, ASSIGN, TRANSFER, PLEDGE, HYPOTHECATE OR OTHERWISE DISPOSE OF, ENCUMBER OR PERMIT A LIEN TO BE PLACED ON ANY OF THE EQUIPMENT. UPON TERMINATION OF THE AGREEMENT, OPERATOR WILL PROVIDE SOUTHERN COFFEE SERVICES REASONABLE ACCESS TO OPERATOR’S LOCATION(S) DURING NORMAL BUSINESS HOURS SO SOUTHERN COFFEE SERVICES MAY REMOVE THE EQUIPMENT.

3.3

USE OF EQUIPMENT:  OPERATOR WILL ONLY USE THE EQUIPMENT TO DISPENSE, BREW, SELL OR STORE PRODUCTS PURCHASED FROM SOUTHERN COFFEE SERVICES (THE “PRODUCTS”), AND WILL NOT USE THE EQUIPMENT TO DISPENSE, BREW, SELL OR STORE ANY PRODUCTS OTHER THAN SUCH PRODUCTS.

3.4

CARE AND OPERATION:  OPERATOR WILL MAINTAIN AND USE THE EQUIPMENT IN A CAREFUL AND PROPER MANNER PURSUANT TO THE WRITTEN INSTRUCTIONS OF THE EQUIPMENT MANUFACTURER AND SOUTHERN COFFEE SERVICES, AND WILL NOT MAKE ANY MODIFICATIONS TO THE EQUIPMENT WITHOUT SOUTHERN COFFEE SERVICES’S PRIOR WRITTEN CONSENT.  ANY MODIFICATIONS TO THE EQUIPMENT OF ANY KIND WILL IMMEDIATELY BECOME THE PROPERTY OF SOUTHERN COFFEE SERVICES SUBJECT TO THE AGREEMENT. OPERATOR WILL COMPLY WITH ALL LAWS, ORDINANCES AND REGULATIONS RELATING TO THE POSSESSION, USE AND MAINTENANCE OF THE EQUIPMENT. SOUTHERN COFFEE SERVICES WILL NOT BE RESPONSIBLE FOR ANY DAMAGES, CLAIMS, INJURY OR LIABILITY (COLLECTIVELY, “DAMAGES”) RELATING TO THE OPERATION OF THE EQUIPMENT WHILE IT IS IN THE POSSESSION OF OPERATOR (EXCEPT FOR DAMAGES CAUSED BY THE NEGLIGENCE OF SOUTHERN COFFEE SERVICES, ITS EMPLOYEES, AGENTS OR CONTRACTORS).  OPERATOR WILL BE RESPONSIBLE FOR ALL DAMAGES CAUSED BY ITS NEGLIGENT USE OF THE EQUIPMENT AND FOR THE LOSS, THEFT OR DESTRUCTION OF THE EQUIPMENT.

3.5

INSTALLATION AND SERVICE: SOUTHERN COFFEE SERVICES WILL CONDUCT A BASIC INSTALLATION OF THE EQUIPMENT, CONSISTING OF CONNECTING THE EQUIPMENT TO AN ESTABLISHED WATER LINE WITH A SHUT-OFF VALVE, ADDING A WATER FILTRATION SYSTEM AND FILTER, AND CALIBRATING THE EQUIPMENT FOR OPTIMUM PERFORMANCE, ON OPERATOR’S PREMISES AT NO CHARGE. OPERATOR MUST ENSURE THAT THE PLUMBING AND ELECTRICAL SERVICE ARE IN GOOD WORKING ORDER AND COMPLIANT WITH ALL APPLICABLE BUILDING CODES, LANDLORD REQUIREMENTS AND OTHER REQUIREMENTS.  AT OPERATOR’S REQUEST, SOUTHERN COFFEE SERVICES WILL ARRANGE FOR A LICENSED CONTRACTOR TO PERFORM ELECTRICAL OR PLUMBING SERVICES REQUIRED IN CONNECTION WITH THE BASIC INSTALLATION WITH ALL SUCH COSTS TO BE PAID BY OPERATOR. SOUTHERN COFFEE SERVICES WILL SERVICE THE EQUIPMENT AT NO ADDITIONAL COST TO OPERATOR TO THE EXTENT SOUTHERN COFFEE SERVICES SEES FIT IN ITS SOLE DISCRETION, EXCEPT THAT SOUTHERN COFFEE SERVICES (A) MAY CHARGE A $200 PER VISIT FEE IF SERVICE CALLS EXCEED TWO (2) CALLS PER MONTH AND (B) WILL INSTALL REPLACEMENT FILTERS FOR THE WATER FILTRATION SYSTEM INCLUDED IN THE EQUIPMENT EVERY 90 TO 120 DAYS AT SOUTHERN COFFEE SERVICES’S CURRENT LIST PRICE FOR THE FILTER TO BE PAID BY OPERATOR  (COLLECTIVELY, WITH THE BASIC INSTALLATION DESCRIBED ABOVE, THE “SERVICES.”). OPERATOR WILL AFFORD REASONABLE ACCESS TO THE EQUIPMENT DURING NORMAL BUSINESS HOURS SO SOUTHERN COFFEE SERVICES MAY SERVICE THE EQUIPMENT. SOUTHERN COFFEE SERVICES WILL NOT BE RESPONSIBLE FOR ANY DELAYS IN REPAIRING OR REPLACING EQUIPMENT.

3.6

INSPECTION:  SOUTHERN COFFEE SERVICES OR ITS REPRESENTATIVES MAY AT ALL REASONABLE TIMES DURING NORMAL BUSINESS HOURS ENTER THE PREMISES WHERE THE EQUIPMENT IS LOCATED TO INSPECT THE CONDITION AND OPERATION OF THE EQUIPMENT.

3.7

ACCEPTANCE OF EQUIPMENT:  OPERATOR WILL IMMEDIATELY INSPECT EACH PIECE OF EQUIPMENT DELIVERED BY SOUTHERN COFFEE SERVICES AND GIVE NOTICE TO SOUTHERN COFFEE SERVICES IF ANY EQUIPMENT IS DAMAGED OR DIFFERENT FROM THE TYPE OF EQUIPMENT DESCRIBED IN ITS AGREEMENT WITH SOUTHERN COFFEE SERVICES.  IF OPERATOR GIVES NO SUCH NOTICE WITHIN 14 DAYS AFTER DELIVERY OF ANY PIECE OF EQUIPMENT, IT WILL BE CONCLUSIVELY PRESUMED THAT SUCH EQUIPMENT WAS DELIVERED IN GOOD CONDITION. THE EQUIPMENT AND ALL SERVICES ARE PROVIDED “AS IS.” SOUTHERN COFFEE SERVICES MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, AND EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, AS TO THE EQUIPMENT AND THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY REPRESENTATIONS OR WARRANTIES AS TO THE SUITABILITY OR FITNESS FOR ANY PURPOSE AND THE MERCHANTABILITY OF THE EQUIPMENT AND SERVICES.  NO EMPLOYEE OR AGENT OF SOUTHERN COFFEE SERVICES IS AUTHORIZED TO MODIFY THE FOREGOING WARRANTY OR TO MAKE ADDITIONAL WARRANTIES THAT ARE BINDING ON SOUTHERN COFFEE SERVICES.

3.8

RISK OF LOSS OR DAMAGE:  OPERATOR ASSUMES ALL RISK OF LOSS OR DAMAGE TO THE EQUIPMENT FROM ANY CAUSE, INCLUDING BUT NOT LIMITED TO FIRE, THEFT, WATER DAMAGE, ACCIDENTAL OVERTURNING, DROPPING OR NEGLIGENCE AND AGREES TO RETURN THE EQUIPMENT TO SOUTHERN COFFEE SERVICES IN THE SAME CONDITION AS WHEN RECEIVED, NORMAL WEAR AND TEAR EXCEPTED. IN THE EVENT OF LOSS OR DAMAGE TO THE EQUIPMENT DUE TO ANY CAUSE OTHER THAN ORDINARY WEAR AND TEAR, OPERATOR WILL REPLACE THE EQUIPMENT, AT OPERATORS EXPENSE, OR PAY SOUTHERN COFFEE SERVICES THE VALUE OF THE EQUIPMENT. OPERATOR WILL, TO THE FULL EXTENT PERMITTED BY LAW, RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS SOUTHERN COFFEE SERVICES FROM ANY LOSS, DAMAGE, LIABILITY, COST, FINE OR EXPENSE, INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED IN CONNECTION WITH THE SERVICES, OR OPERATOR’S USE, POSSESSION OR OPERATION OF THE EQUIPMENT.

3.9

LIMITATION OF LIABILITY: NOTWITHSTANDING ANY PROVISIONS IN THE AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE PARTIES TO THE CONTRARY, THE TOTAL LIABILITY OF SOUTHERN COFFEE SERVICES TO OPERATOR, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE IS LIMITED TO REPAIR OR REPLACEMENT OF THE EQUIPMENT.  IN NO EVENT WILL SOUTHERN COFFEE SERVICES BE LIABLE IN ANY ACTION, INCLUDING WITHOUT LIMITATION, CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR (I) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES OR PENALTIES, INCLUDING WITHOUT LIMITATION PROCUREMENT OF SUBSTITUTE EQUIPMENT OR SERVICES, LOSS OF USE, PROFITS, REVENUE, OR DATA, OR BUSINESS INTERRUPTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE INSTALLATION, POSSESSION, SERVICE OR OPERATION OF THE EQUIPMENT, EVEN IF SOUTHERN COFFEE SERVICES WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) DAMAGES THAT EXCEED THE AMOUNTS PAID OR OWED BY OPERATOR TO SOUTHERN COFFEE SERVICES FOR PRODUCTS SOLD AND SERVICES PROVIDED BY SOUTHERN COFFEE SERVICES TO OPERATOR IN THE THREE MONTHS BEFORE THE ACT GIVING RISE TO THE LIABILITY.  ANY ACTION RESULTING FROM OR RELATING TO ANY BREACH OF THE AGREEMENT BY SOUTHERN COFFEE SERVICES OR THE EQUIPMENT MUST BE COMMENCED BY OPERATOR WITHIN ONE YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.

3.10

OPERATOR’S REMEDIES: THE REMEDIES RESERVED TO SOUTHERN COFFEE SERVICES IN THE AGREEMENT WILL BE CUMULATIVE AND IN ADDITION TO ANY OTHER REMEDIES IN LAW OR IN EQUITY.

3.11

REMOVAL OF EQUIPMENT:  OPERATOR UNDERSTANDS THAT SOUTHERN COFFEE SERVICES ASSIGNS EQUIPMENT BASED ON OPERATOR’S EXPECTED VOLUME OF PRODUCT PURCHASES FROM SOUTHERN COFFEE SERVICES. IF OPERATOR FAILS TO PURCHASE THE EXPECTED VOLUMES OR TO PURCHASE EXCLUSIVELY FROM SOUTHERN COFFEE SERVICES, SOUTHERN COFFEE SERVICES MAY REMOVE SOME OR ALL OF THE EQUIPMENT ASSIGNED TO OPERATOR. IF (A) ANY COVENANT IN THE AGREEMENT IS BREACHED BY OPERATOR, (B) ANY OF OPERATOR’S PROPERTY IS SUBJECTED TO LEVY OR SEIZURE BY ANY CREDITOR OR GOVERNMENT AGENCY, (C) BANKRUPTCY OR INSOLVENCY PROCEEDINGS ARE COMMENCED BY OR AGAINST OPERATOR, OR (D) OPERATOR DISCONTINUES ITS BUSINESS, OPERATOR WILL BE DEEMED TO HAVE BREACHED THIS AGREEMENT AND SOUTHERN COFFEE SERVICES MAY, WITHOUT NOTICE OR DEMAND, REMOVE AND RECOVER POSSESSION OF THE EQUIPMENT. IF OPERATOR DIRECTLY OR INDIRECTLY PREVENTS SOUTHERN COFFEE SERVICES FROM RETAKING POSSESSION OF EQUIPMENT, OPERATOR WILL PAY ALL COSTS OF RETAKING THE EQUIPMENT, INCLUDING REASONABLE ATTORNEYS’ FEES, TO SOUTHERN COFFEE SERVICES.

3.12

USE OF SOUTHERN COFFEE SERVICES MARKS:  SOUTHERN COFFEE SERVICES OWNS CERTAIN PROPRIETARY AND OTHER PROPERTY RIGHTS AND INTERESTS IN AND TO TRADEMARKS, SERVICE MARKS, LOGO TYPES, INSIGNIAS, TRADE DRESS DESIGNS AND COMMERCIAL SYMBOLS RELATING TO SOUTHERN COFFEE SERVICES AND ITS PRODUCTS (THE “MARKS”).  OPERATOR ACKNOWLEDGES THAT THE MARKS ARE THE SOLE AND EXCLUSIVE PROPERTY OF SOUTHERN COFFEE SERVICES, WITH ANY GOODWILL ARISING FROM THE USE OF THE MARKS TO INURE SOLELY TO THE BENEFIT OF SOUTHERN COFFEE SERVICES. SOUTHERN COFFEE SERVICES MAY PROVIDE OPERATOR WITH DISPLAYS, SIGNAGE AND OTHER ADVERTISING MATERIALS INCORPORATING THE MARKS OR APPROVE OPERATOR’S USE OF THE MARKS ON OPERATOR’S MENUS. OPERATOR WILL USE SUCH MATERIALS SOLELY IN CONNECTION WITH THE MARKETING AND SALE OF SOUTHERN COFFEE SERVICES PRODUCTS AND FOR NO OTHER PURPOSE. UPON REQUEST FROM SOUTHERN COFFEE SERVICES, OPERATOR WILL (A) PROVIDE A REASONABLE QUANTITY OF SAMPLES OF ANY OF OPERATOR’S MATERIALS UTILIZING THE MARKS TO SOUTHERN COFFEE SERVICES, AND (B) MAKE REASONABLE CHANGES RELATING TO THE USE OF THE MARKS IN SUCH MATERIALS. IF AT ANY TIME OPERATOR CEASES DISPENSING SOUTHERN COFFEE SERVICES PRODUCTS, WHETHER IN CONNECTION WITH THE TERMINATION OF AN AGREEMENT BETWEEN THE PARTIES OR OTHERWISE, ALL RIGHTS GRANTED TO OPERATOR TO USE THE MARKS WILL IMMEDIATELY TERMINATE, AND OPERATOR WILL IMMEDIATELY (Y) CEASE TO USE, IN ANY MANNER WHATSOEVER, ANY MARKS (INCLUDING IN DISPLAYS, SIGNAGE, ADVERTISING MATERIALS, MENUS AND OTHER MATERIALS) AND, (Z) UPON REQUEST, RETURN TO SOUTHERN COFFEE SERVICES ALL SUCH MATERIALS OWNED BY SOUTHERN COFFEE SERVICES AND DESTROY ALL SUCH MATERIALS OWNED BY OPERATOR INCORPORATING SUCH MARKS.

3.13

CONFIDENTIALITY:  OPERATOR AGREES TO MAINTAIN IN STRICT CONFIDENCE, AND WILL NOT DISCLOSE TO ANY THIRD PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF SOUTHERN COFFEE SERVICES, ALL OF THE TERMS AND THE EXISTENCE OF THE AGREEMENT. OPERATOR RECOGNIZES AND AGREES THAT THE UNAUTHORIZED USE OR DISCLOSURE OF ANY OF THE TERMS OR THE EXISTENCE OF THE AGREEMENT BY OPERATOR COULD CAUSE IRREPARABLE INJURY FOR WHICH SOUTHERN COFFEE SERVICES WOULD HAVE NO ADEQUATE REMEDY AT LAW, AND THAT AN ACTUAL OR CONTEMPLATED BREACH OF THIS SECTION 13 WILL ENTITLE SOUTHERN COFFEE SERVICES TO SEEK IMMEDIATE INJUNCTIVE RELIEF PROHIBITING SUCH BREACH.

3.14

GOVERNING LAW; ARBITRATION: THE AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED PURSUANT TO, THE LAWS OF THE STATE OF MISSISSIPPI, USA WITHOUT APPLICATION OF THE CONFLICT OF LAW PRINCIPLES THEREOF. NOTWITHSTANDING ANY OTHER PROVISIONS OF THE AGREEMENT TO THE CONTRARY, IF ANY CONTROVERSY OR CLAIM ARISES OUT OF OR RELATES TO THE AGREEMENT OR THE EQUIPMENT OR SERVICES, THE PARTIES WILL STRIVE TO AMICABLY SETTLE SAME BUT IF THEY CANNOT DO SO WITHIN 90 DAYS AFTER SUCH DISPUTE ARISES, ANY SUCH CONTROVERSY OR CLAIM WILL BE SETTLED SOLELY BY ARBITRATION PURSUANT TO THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION (THE “AAA”), INCLUDING THE EXPEDITED PROCEDURES AND THE RULES FOR EMERGENCY MEASURES OF PROTECTION PROVIDED THEREIN.  THE ARBITRATION WILL TAKE PLACE IN HOLMES COUNTY, MISSISSIPPI BEFORE A SINGLE ARBITRATOR, AND WILL BE CONDUCTED IN ENGLISH AND PURSUANT TO RULES OF THE AAA, WHICH WILL ADMINISTER THE ARBITRATION AND ACT AS APPOINTING AUTHORITY. THE EXPENSE OF THE ARBITRATION WILL BE PAID AS THE ARBITRATOR DETERMINES. THE DECISION OF THE ARBITRATOR WILL BE FINAL AND BINDING ON THE PARTIES, AND APPLICATION MAY BE MADE TO ANY COURT OF COMPETENT JURISDICTION FOR JUDICIAL ACCEPTANCE OF THE AWARD OR ORDER OF ENFORCEMENT AND ENTRY OF A JUDGMENT THEREON.

3.15

WAIVER; VALIDITY; SURVIVAL: THE FAILURE OF EITHER PARTY TO INSIST UPON THE STRICT OBSERVANCE AND PERFORMANCE OF THE TERMS AND CONDITIONS SET FORTH HEREIN WILL NOT BE DEEMED A WAIVER OF OTHER OBLIGATIONS HEREUNDER, NOR WILL IT BE CONSIDERED A FUTURE OR CONTINUING WAIVER OF THE SAME TERMS AND CONDITIONS. IF ANY TERM OR CONDITION OF THE AGREEMENT, OR ANY PART THEREOF, NOT ESSENTIAL TO THE COMMERCIAL PURPOSE OF THE AGREEMENT IS HELD TO BE ILLEGAL, INVALID, OR UNENFORCEABLE, THE PARTIES INTEND THAT THE REMAINING TERMS AND CONDITIONS WILL REMAIN IN FULL FORCE AND EFFECT.  TO THE EXTENT LEGALLY PERMISSIBLE, ANY ILLEGAL, INVALID, OR UNENFORCEABLE PROVISION OF THE AGREEMENT WILL BE REPLACED BY A VALID PROVISION THAT WILL IMPLEMENT THE COMMERCIAL PURPOSE OF THE ILLEGAL, INVALID, OR UNENFORCEABLE PROVISION. SECTIONS 3, 6, 9, 11, 12, 13, 14, 15 AND 16 HERETO AND SUCH OTHER SECTIONS THAT BY THEIR NATURE MUST SURVIVE TERMINATION TO AFFECT THEIR INTENDED PURPOSE WILL SURVIVE TERMINATION OF THE AGREEMENT.

3.16

ENTIRE AGREEMENT; ASSIGNMENT: THE TERMS AND CONDITIONS OF THE AGREEMENT, INCLUDING THESE EQUIPMENT TERMS AS AMENDED OR MODIFIED BY A WRITTEN AGREEMENT SIGNED BY THE PARTIES, WILL CONSTITUTE THE ENTIRE CONTRACT BETWEEN THE PARTIES AS TO THE SUBJECT MATTER HEREIN AND WILL SUPERSEDE ANY ADDITIONAL OR INCONSISTENT TERMS AND CONDITIONS CONTAINED IN ANY PROPOSALS, INVOICES, ORDERS OR ANY OTHER DOCUMENTS OR CORRESPONDENCE OF OPERATOR. FOR THE AVOIDANCE OF DOUBT, THE AGREEMENT DOES NOT APPLY TO ANY PRODUCTS (OTHER THAN THE EQUIPMENT) THAT SOUTHERN COFFEE SERVICES SELLS TO OPERATOR. ALL SALES OF SUCH PRODUCTS WILL BE GOVERNED BY SOUTHERN COFFEE SERVICES’S STANDARD SALE TERMS, WHICH WILL NOT BE SUPERSEDED BY THIS AGREEMENT.  ANY AMENDMENT OR MODIFICATION OF THESE EQUIPMENT TERMS WILL ONLY BE EFFECTIVE IF CONTAINED IN A WRITTEN AGREEMENT SIGNED BY THE PARTIES. SOUTHERN COFFEE SERVICES RESERVES THE RIGHT TO AMEND AND MODIFY THESE EQUIPMENT TERMS, AND WILL POST ANY REVISED VERSION OF THESE EQUIPMENT TERMS ON ITS WEBSITE AT WWW.FRESHSOUTHERNCOFFEE.COM, PROVIDED THAT NO SUCH MODIFICATION OR AMENDMENT WILL APPLY TO ANY EQUIPMENT ALREADY ASSIGNED TO OPERATOR OR ANY SERVICES WHICH SOUTHERN COFFEE SERVICES AGREED TO PROVIDE TO OPERATOR BEFORE THE DATE OF SUCH AMENDMENT OR MODIFICATION. OPERATOR SHOULD REGULARLY CHECK WWW.FRESHSOUTHERNCOFFEE.COM TO REVIEW THE MOST CURRENT VERSION OF THESE EQUIPMENT TERMS.  NEITHER PARTY MAY ASSIGN, DELEGATE OR OTHERWISE TRANSFER THE AGREEMENT, IN WHOLE OR IN PART, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY (NOT TO BE UNREASONABLY WITHHELD); PROVIDED, THAT SOUTHERN COFFEE SERVICES MAY ASSIGN THIS AGREEMENT TO ANY PARTY CONTROLLING, CONTROLLED BY OR UNDER COMMON CONTROL WITH SOUTHERN COFFEE SERVICES OR TO ANY PERSON ACQUIRING ALL OR SUBSTANTIALLY ALL OF THE ASSETS OR OUTSTANDING CAPITAL STOCK OF SOUTHERN COFFEE SERVICES. ANY ATTEMPTED ASSIGNMENT, DELEGATION, OR OTHER TRANSFER OF THE AGREEMENT IN VIOLATION OF THIS SECTION WILL BE NULL AND VOID. AN ELECTRONIC IMAGE OF THE AGREEMENT AND ANY SIGNATURE OR ACKNOWLEDGEMENT THERETO WILL BE CONSIDERED AN ORIGINAL (TO THE SAME EXTENT AS ANY PAPER OR HARD COPY), INCLUDING UNDER EVIDENTIARY STANDARDS APPLICABLE TO A PROCEEDING BETWEEN THE PARTIES.