Health-e Pro offers cloud-based menu planning software to aid school nutrition professionals plan nutritious, compliant meals in their schools.

Health-e Pro Menu Planning Login

Software as a Service Agreement

By logging into this website, the User acknowledges that they have read and agree to the following terms of service between the User and Water Walkers Inc, a California corporation ("Water Walkers"), whose mailing and billing address is PO Box 124, Anacortes, WA 98221

WARNING: THE DATA CONTAINED WITHIN THE SERVICES CANNOT BE USED FOR AND DOES NOT PROVIDE MENU PLANNING OR MEDICAL TREATMENT FOR ANYONE WITH A MEDICAL CONDITION, DIETARY RESTRICTION OR FOOD ALLERGY. USE OF THE SERVICES TO PROVIDE MENU PLANNING OR MEDICAL TREATMENT FOR ANYONE WITH A MEDICAL CONDITION, DIETARY RESTRICTION OR FOOD ALLERGY IS A VIOLATION OF THE TERMS OF THIS AGREEMENT. ANY SUBSCRIBER PLANNING FOR OR TREATING MEDICAL CONDITIONS, DIETARY RESTRICTIONS OR A FOOD ALLERGY MUST CONSULT A MEDICAL PROFESSIONAL FOR ASSISTANCE.

1.0 General Terms and Conditions.

1.1 Rights Granted to Subscriber.

Subject to the terms of this Agreement, Water Walkers hereby grants to Subscriber a non-sublicensable, non-transferable, non-exclusive subscription to access and use the Services, as hereinafter defined, solely for the limited purposes set forth in the Agreement.

1.2 Definitions.

As used in this Agreement:

"Allergen Feature" means the tool included in the Services for identifying the list of allergens in the Food Allergen Labeling and Consumer Protection Act of 2004 ("FALCPA").
"Data" or "Subscriber Data" means any electronic data or information contained in any database, template, or other similar document submitted by Subscriber through the Services.
"Fees" means the fees paid by Subscriber in exchange for access to the Services as set forth on the Proposal.
The "Proposal" means the proposal submitted by Water Walkers and accepted by Subscriber.
The "Services" means the menu planning tool provided by Water Walkers to Subscriber, as more particularly described in the Proposal, known as Health-e Meal Planner Pro.
The "System" means the technology, including hardware and software, used by Water Walkers to provide the Services to Subscriber in accordance with this Agreement.
"Subscription Administrator" means the individual assigned by Subscriber having responsibility for all administrative and billing matters relating to Subscriber's use of the Services, as identified during the purchase and subscription process.
"Term" shall commence as of the start date of access to the Services and shall continue until access has been terminated.
"User ID" means the unique identifying name and password assigned to each user to gain access to the Services.

2.0 The Services.

2.1 Subscription.

Water Walkers shall make available to Subscriber the Services as more specifically set forth on the Proposal. The terms and conditions of this Agreement, and the terms and conditions of any addendum to this Agreement, shall govern Subscriber's use of any new feature(s) or services that augment or enhance the current Services, including the release of any new services or upgrades to existing Services.

2.2 Service Levels.

Subject to the terms of this Agreement, Water Walkers shall use commercially reasonable efforts to:

Maintain the security of the Services, as set forth in Section 2.4 of this Agreement;
Provide regular backups of Subscriber's Data; and
Make the Services generally available 24 hours a day, 7 days a week, 365 days a year, except for:

Downtime for maintenance with regard to which Water Walkers will use reasonable efforts to notify Subscriber in advance; and
Downtime caused by circumstances beyond Water Walkers' reasonable control, including but not limited to acts of God, acts of government, flood, fire, earthquake, civil unrest, acts of terror, strikes or other labor problems, telecommunications or network failures or delays, computer failures involving hardware or software not within Water Walkers' possession or reasonable control, and acts of vandalism.

Subscriber is solely responsible for providing, at its own expense, all network access to the Services, including, but not limited to, acquiring, installing, and maintaining all telecommunications equipment, hardware, software, and other equipment as may be necessary to connect to, access, and use the Services.

2.3 Support.

Support services provided by Water Walkers in connection with the Services under this Agreement shall only be to the registered users with assigned logins and shall include telephone, web, and email support during Water Walkers' normal business hours (5:00 a.m. to 5:00 p.m. Pacific Time Zone; Monday through Friday). Support for software issues is generally within one (1) business day. Water Walkers reserves the right to modify the support services in its reasonable discretion from time to time with notice to Subscriber.

2.4 Security.

Water Walkers has implemented Security Measures (as hereinafter defined) and maintains the Services at reputable third-party Internet service providers and hosting facilities. "Security Measures" means commercially reasonable technical, physical, and procedural controls to protect Subscriber's Data against destruction, loss, alteration, unauthorized disclosure to third parties, whether by accident or otherwise. Water Walkers allows security access to its approved list of authorized and authenticated personnel. However, Subscriber acknowledges and agrees that, notwithstanding the Security Measures, use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the Services and Subscriber Data. Accordingly, Water Walkers cannot and does not guarantee the privacy, security, or authenticity of any information so transmitted over or stored in any system connected to the Internet.

3.0 Subscriber's Use of the Services.

3.1 Subscriber Access.

The Subscription Administrator will be provided User ID(s) and password(s) for access to the Services. Subscriber shall be responsible for ensuring the administration, security, and confidentiality of its User ID(s). The only persons who shall be authorized to access the Services shall be Subscriber's employees. Subscriber shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and shall notify Water Walkers promptly of any such unauthorized use or suspected unauthorized use. Water Walkers reserves the right to log off Subscriber if it is inactive for an extended period of time.

3.2 Restrictions on Subscriber Data.

Subscriber is solely responsible for Subscriber's Data and shall not provide, post, or transmit any Subscriber Data or any other information, data, or material that in any way infringes or violates any intellectual privacy rights, general privacy rights, laws, or regulations. Water Walkers reserves the right to take remedial action if Subscriber Data violates this provision; however, Water Walkers is under no obligation to review Subscriber Data for violation of this provision.

3.3 Use Restrictions.

Subscriber is responsible for all activities that occur under the Subscriber's accounts. Subscriber shall not, and shall not attempt to:

Knowingly interfere with or disrupt the integrity, operation or performance of the Services, the data contained therein, or the Water Walkers System;
Allow a third party to access the Services or transfer to a third party any of Subscriber's rights under this Agreement, except as otherwise provided in this Agreement, or otherwise use the Services for the benefit of a third party;
Copy, modify or make derivative works based on any part of the Water Walkers System;
Reverse engineer, disassemble, or decompile any component of the System;
Remove or obscure any proprietary notices such as copyright, trademark, and patent designations;
Use the Services in any manner that exceeds the scope of use permitted herein;
Use the Services in any way for spamming or to transmit chain letters, junk email, bulk communications, or for providing any information or applications in a commercial for-profit business environment. Water Walkers reserves the right to block, filter, or delete any such unsolicited communications, without any liability to Subscriber or any other person;
Use any Water Walkers domain name as a pseudonymous return email address for any communications that Subscriber transmits from another location or through another service;
Upload, post, or otherwise transmit any content that Subscriber does not have a right to transmit to the public under any law or under contractual or fiduciary relationships;
Upload, post, or otherwise transmit any material that is inappropriate or contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;
Intentionally or unintentionally violate any applicable local, state, or federal law or regulation;
Permit shared use of any login by a person other than the registered user of that login.

Water Walkers reserves the right to terminate this Agreement and to discontinue Subscriber's access to the Services immediately upon Water Walkers' determination that Subscriber has engaged in any of the foregoing activities set forth in this Subsection 3.3 without liability to Subscriber. Subscriber's engagement in any of the activities set forth in Subsection 3.3 shall be deemed an incurable breach of this Agreement.

3.4 Limitations.

The Services cannot be used to treat medical conditions, dietary restrictions or allergies. Subscriber may use the Services only within the District or Subscriber's business. The Services may not be used to provide menu planning information or solutions to third parties. The Services may not be reproduced, transmitted or distributed by Subscriber without the prior written consent of Water Walkers.

4.0 Fees, Payment, and Suspension of Service.

As consideration for the subscription to the Services provided by Water Walkers under this Agreement, Subscriber shall pay Water Walkers the Fees set forth in the Proposal. All Fees will be billed on an annual basis and are due within thirty (30) days of the date of the invoice, unless stated otherwise in the Proposal. Water Walkers reserves the right (in addition to any other rights or remedies Water Walkers may have) to discontinue the Services and suspend all User IDs and Subscriber's access to the Services if any Fees set forth in the Proposal are not received by the due date, until such amounts are paid in full.

5.0 Term and Termination.

5.1 Term.

Unless otherwise specified in a multi-year purchase contract, the Term of this Agreement shall be for a period of twelve (12) months. Thereafter, this Agreement will automatically renew for successive twelve (12)-month Terms, unless one of the parties gives written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current Term. Water Walkers reserves the right to increase the Fees applicable to any renewal Term upon thirty (30) days' written notice to Subscriber prior to renewal. If Subscriber does not object in writing to the Fees, as increased, at least ten (10) days prior to the commencement of the renewal Term, or does not give written notice of non-renewal at least thirty (30) days prior to the commencement of the renewal Term, this Agreement shall renew, and the Fees, as increased, shall apply to the renewal Term.

5.2 Early Termination.

Except as otherwise provided in Section 3.3 and this Section 5.2 of this Agreement, Water Walkers may terminate this Agreement prior to the expiration of the Term upon written notice if Subscriber materially breaches the Agreement and does not cure such breach (if curable) within thirty (30) days after written notice of such breach. Any termination of Subscriber's access to the Services due to the incurable breach of any provision of this Agreement, or Subscriber's misappropriation, infringement or other violation of a third party's intellectual property rights, may be effected, in Water Walkers' sole discretion, without prior notice, and Water Walkers may immediately deactivate or delete Subscriber's Services account. Subscriber acknowledges that any Fees paid shall not be refunded upon early termination of this Agreement.

6.0 Confidential Information.

6.1 Acknowledgments regarding Information.

Subscriber acknowledges that Subscriber shall obtain direct access via Water Walkers' website to certain Water Walkers confidential information, including but not limited to any and all password or controlled access information provided by Water Walkers, product documentation, and Water Walkers databases containing confidential information of Water Walkers and its licensors. Subscriber may use the Information obtained from Water Walkers' website, or by any other means of disclosure, solely for the use of the Services as set forth in this Agreement to the full extent of applicable law.

7.0 Ownership and Intellectual Property Rights.

7.1 Water Walkers System and Technology.

Subscriber acknowledges that (a) Water Walkers retains all right, title and interest in and to (i) the System, (ii) all software, materials, formats, interfaces, information, data, content and Water Walkers proprietary information and technology used by Water Walkers or provided to Subscriber in connection with the Services, and (iii) all suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Subscriber or learned as a result of Subscriber's use of the Services (collectively, the "Water Walkers Technology"), and (b) the Water Walkers Technology is protected by intellectual property rights owned by or licensed to Water Walkers. Except with respect to the subscription to access and use the Services for the limited purposes as set forth in this Agreement, no license or other rights in the Water Walkers Technology are granted to Subscriber, and all such rights are hereby expressly reserved by Water Walkers.

7.2 Subscriber Data; Global Database and Manufacturer Marketplace.

Except as hereinafter set forth, Subscriber retains all right, title and interest in and to the Subscriber Data. Subscriber grants to Water Walkers all necessary licenses in and to such Subscriber Data as necessary for Water Walkers to provide the Services to Subscriber or as required by law. Subscriber shall be solely responsible for providing all Subscriber Data required for the proper operation of the Services for Subscriber. In addition to the foregoing, Subscriber acknowledges and agrees that Subscriber Data may be added to Water Walkers' Global Database and Manufacturer Marketplace, as described in the Proposal, to be made available to other subscribers of Water Walkers, and Subscriber grants Water Walkers and Water Walkers' other subscribers a non-exclusive, royalty-free, perpetual license to view, use, display, and modify the content of Subscriber's Data that is added to the Global Database and Manufacturer Marketplace.

7.3 Trademarks.

"Water Walkers Trademarks" means all names, marks, brands, logos, designs, trade dress, and other designations Water Walkers uses in connection with the Services, software, data, or information, including without limitation, the marks "Water Walkers," "Health-e,". Healthe Living, the Health-e Meal Planner or My School Menus Mobile App logo. Subscriber may not use or co-brand Subscriber's applications, products, or material associated with Subscriber's applications or services with any Water Walkers Trademarks. Subscriber shall not incorporate any Water Walkers Trademarks into Subscriber's trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations.

8.0 Notices; Modification of Functionality of Services.

8.1 Notices.

Water Walkers may send notices to Subscriber via email, regular mail and/or through Health-e Meal Planner landing page.. Notices sent by regular mail shall be deemed given upon three (3) business days following deposit in the U.S. Mail. Notices sent by email shall be deemed given upon transmission and notices posted on Health-e Meal Planner landing page shall be deemed given upon posting. Any electronic communication by Water Walkers shall satisfy any legal requirement that such communication be in writing.

8.2 Modification of Functionality of the Services.

Water Walkers reserves the right to modify the functionality and features of the Services or Water Walkers' website at any time.

8.3 Additional Services.

In the event Subscriber desires to add Services not listed in the Proposal after the commencement of this Agreement, Subscriber shall do so by requesting a new Proposal and shall pay any additional fees, as specified by Water Walkers. Water Walkers shall issue an addendum to this Agreement, including the new Service(s), and mark it as Exhibit B. Any further addenda issued by mutual agreement, if any, shall be thereafter marked using successive alphabetic letters. Pursuant to Section 2.1 of this Agreement, this Agreement and any addendum shall govern Subscriber's use of any new feature(s) or Services that augment or enhance the current Services, including the release of any new Services or upgrades to existing Services.

9.0 Disclaimer of Warranties.

9.1 General Disclaimers.

SUBSCRIBER'S USE OF THE SERVICES IS AT SUBSCRIBER'S SOLE RISK. THE SERVICES AND CONTENT ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. WATER WALKERS DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WATER WALKERS MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS, OR GUARANTIES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF ANY OF THE SERVICES OR CONTENT CONTAINED ON WATER WALKERS' WEBSITE. WATER WALKERS MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS, OR GUARANTIES THAT (a) THE SERVICES WILL MEET SUBSCRIBER'S REQUIREMENTS; (b) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, EXCEPT FOR THE REPRESENTATIONS PROVIDED IN SECTION 2.4, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY SERVICES, DATA OR INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY SUBSCRIBER THROUGH THE SERVICES WILL MEET SUBSCRIBER'S EXPECTATIONS; OR (e) ANY ERRORS IN THE SERVICES, SOFTWARE, DATA, OR INFORMATION WILL BE CORRECTED. ANY SOFTWARE, DATA, OR INFORMATION DELIVERED PURSUANT TO THIS AGREEMENT OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT SUBSCRIBER'S OWN DISCRETION AND RISK AND SUBSCRIBER IS RESPONSIBLE FOR ANY DAMAGE TO SUBSCRIBER'S COMPUTER SYSTEM OR LOSS OF DATA I, INCLUDING WITHOUT LIMITATION ANY DAMAGES RESULTING FROM COMPUTER VIRUSES OR OTHER MALICIOUS COMPUTER CODE. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS, AND THAT (a) THE INTERNET IS NOT A SECURE INFRASTRUCTURE; (b) WATER WALKERS DOES NOT HAVE CONTROL OVER THE INTERNET; AND (c) WATER WALKERS IS NOT LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY SUBSCRIBER FROM WATER WALKERS OR THROUGH OR FROM THE SERVICES WILL CREATE ANY REPRESENTATION, WARRANTY, CONDITION, OR GUARANTY NOT EXPRESSLY STATED IN THE TERMS OF THIS AGREEMENT.

9.2 Allergen Limitations and Disclaimers.

Water Walkers DOES NOT determine any allergens. Water Walkers disclaims any responsibility for the accuracy of the independently compiled nutritional databases upon which the Services are formulated or the identification of the FALCPA Allergens. The effectiveness of the Allergen Feature in identifying the presence of Food Allergen Labeling and Consumer Protection Act ("FALCPA") Allergens in food which Subscriber plans to serve is limited by many factors, including without limitation, the following:

The list of allergens is not inclusive and is limited to the eight (8) FALCPA Allergens.
The Allergen Feature does not identify food sensitivities, intolerances to foods or dietary restrictions followed for medical conditions of anyone served food by Subscriber.
Identification of the FALCPA Allergens is dependent on the manufacturer of each product or ingredient in a menu or recipe correctly identifying the attributes of the ingredients in their product or ingredient.
The products or ingredients in a planned menu having been altered by: (i) substitutions, (ii) alterations, (iii) change in supplier, (iv) mislabeling by manufacturer, or (v) failure of Subscriber to update its database.
Insufficient information to plan around or accommodate medical conditions or special diets, including but not limited to adverse reactions to any of the FALCPA Allergens or any known or unknown allergen or food sensitivity.
Subscriber use of a recipe in the Global Database from another subscriber of the Services that did not identify all the potential allergens.
Use of the Allergen Feature by unauthorized employees of Subscriber who are not educated or trained to identify the FALCPA Allergens in a recipe and properly enter that information in the Allergen Feature.
The specific allergies or food sensitivities of any individual served by Subscriber.
Subscriber: (i) failing to identify a FALCPA Allergen, (ii) mistakenly identifying a FALCPA Allergen, (iii) improperly entering the data in the Allergen Feature, (iv) failing to review every recipe in Subscriber's Database, or (v) incorrectly indicating in the Allergen Feature whether any FALCPA Allergens are present in each ingredient in each recipe.

10.0 Limitation of Liability.

THE LIABILITY OF WATER WALKERS OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, CONTRIBUTING TO, OR DELIVERING THE SERVICES FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE AMOUNT OF THE FEES. IN NO EVENT SHALL WATER WALKERS BE LIABLE TO SUBSCRIBER OR ANYONE ELSE FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES INCURRED BY SUBSCRIBER OR ANY OTHER PERSON OR ORGANIZATION INCLUDING, WITHOUT LIMITATION, DAMAGES FOR DELAY, INCREASED EXPENDITURES, INCREASED OPERATING COSTS, LOSS OF REVENUES, PROFITS, DATA, GOODWILL, OR USE, EVEN IF WATER WALKERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES AND THE DISCLAIMERS AND LIMITATIONS IN THIS AGREEMENT MAY NOT APPLY TO SUBSCRIBER IN SUCH A JURISDICTION. SUBSCRIBER HAS RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF ANY OF ITS OWN DATA AND/OR ITS EQUIPMENT USED IN CONNECTION WITH THE SERVICES AND SHALL NOT MAKE A CLAIM AGAINST WATER WALKERS FOR LOST DATA, RERUN TIME, INACCURATE OUTPUT, WORK DELAYS, OR LOST PROFITS RESULTING FROM THE USE OF THE SERVICES.

11.0. Miscellaneous.

11.1 Entire Agreement.

This Agreement and the Exhibits attached hereto constitute the entire agreement between Subscriber and Water Walkers regarding the Services and govern Subscriber's use of the Services, superseding any prior agreements between Subscriber and Water Walkers specifically regarding the Services.

11.2 No Assignment.

Subscriber may not assign or otherwise transfer this Agreement or any rights granted herein without prior written permission of Water Walkers Inc.

11.3 Waiver and Non-Waiver.

The failure of either party to exercise or enforce any right or provision of the terms and conditions of this Agreement does not constitute a waiver of such right or provision. Any waiver of any right or provision of the terms and conditions of this Agreement by or on behalf of either party shall be in writing.

11.4 Severability.

If a court of competent jurisdiction finds any provision of the terms of this Agreement to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the relevant provision, and the other provisions of the terms and conditions of this Agreement remain in full force and effect.

11.5 Taxes.

Fees quoted to Subscriber are exclusive of any and all applicable taxes or fees which shall be the sole responsibility of Subscriber.

11.6 Survival.

The rights and duties of the parties which, by their nature, ought to survive the termination or expiration of this Agreement, shall survive the termination or expiration of this Agreement.

11.7 Dispute Resolution.

Unless otherwise specified in a multi-year purchase contract, any dispute arising out of this Agreement shall be resolved by binding arbitration before a single arbitrator pursuant to the Streamline Commercial Rules of JAMS, and any award rendered thereto may be entered in any court of competent jurisdiction. The Arbitration shall be held in Orange County, California and shall provide for only such discovery as the Arbitrator shall allow.

11.8 No Third-Party Rights.

Except as specifically provided for in this Agreement, nothing in this Agreement is intended to make any person or entity that is not a signatory to the Agreement a third-party beneficiary of any right created by this Agreement or by operation of law.

11.9 Applicable Law.

Unless otherwise specified in a multi-year purchase contract, this agreement shall be governed by the laws of the State of California.

Revised 9.1.20