TERMS OF USE AGREEMENT

THIS TERMS OF USE AGREEMENT (THE “AGREEMENT”) IS BETWEEN YOU AND QUALITY IS OUR RECIPE, LLC A/K/A THE WENDY’S COMPANY (“WENDY’S”) RELATING TO THE IMAGES MADE AVAILABLE TO YOU FROM TIME TO TIME (THE “IMAGES”) ON WENDY’S ASSET MANAGEMENT MICROSITE (THE “SITE”).  CAREFULLY READ ALL OF THE TERMS AND CONDITIONS BEFORE PROCEEDING.  BY ACCESSING THE SITE, YOU ARE ACCEPTING THE TERMS AND CONDITIONS BELOW AND USE OF THE IMAGES IS EXPRESSLY CONDITIONAL ON  YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS BELOW.

You represent that you are over eighteen (18) years old. You agree that you have read and understand this Agreement.

1.    LICENSE.  Wendy’s hereby grants to you a limited, revocable, royalty-free, nontransferable, and nonexclusive license to use, reproduce and display the Images solely for informational purposes, provided that: (a) the Images are not used in a manner that is misleading or unlawful; (b) the Images are not used for commercial purposes or for purposes of competing with Wendy’s directly or indirectly; (c) the Images are used in their original form and are not altered or modified in any manner; (d) the Images are not used in a way that implies endorsement by Wendy’s; (e) the Images are not used in any manner which is disparaging to or would otherwise harm the reputation and goodwill associated with Wendy’s and its brands; and (f) use of each Image is accompanied by the following acknowledgement: “Image courtesy of The Wendy’s Company”.  This license includes the right to use the Images in print and digital materials and to post and/or upload the Images to websites and social media sites, provided that the applicable terms of use of such website(s) or social media site(s) do not include any provision that claims to grant any exclusive rights or ownership of the Images to such website(s) or social media site(s) or to any other party.  This license does not include any right to transfer, license, sublicense, offer for sale, or sell the Images to any third party. 

2.    DISCLAIMER.  All Images and the Site made available under the terms of this Agreement are provided “as is”.   WENDY’S EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRES OR IMPLIED, INCLUDING ANY WARRANTY OF TITLE OR OWNERSHIP, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

3.    INDEMNIFICATION.  You agree that the entire risk arising out of your use of the Images and the Site remains with you, and you agree to hold indemnify and hold Wendy’s harmless against all liability and losses incurred by Wendy’s, including costs and reasonable attorney’s fees, for any claim arising out of your use of the Images or Site.

4.    TERMINATION.  Wendy’s may revoke the license granted under this Agreement or terminate this Agreement at any time upon notice to you, whereupon you shall immediately destroy all copies of any Images in your possession and under your control.

5.    ENTIRE AGREEMENT, MODIFICATION, AND CHOICE OF LAW.  This Agreement contains the entire agreement between you and Wendy’s with respect to its subject matter and supersedes any prior or contemporaneous agreements, whether written or oral.  This Agreement may only be modified in writing signed by the parties.  This Agreement shall be construed and interpreted in accordance with the laws of the State of Ohio without regard to its conflicts of laws principles.