Hut Link

BY DOWNLOADING THE 5 MILE TOOL YOU (“YOU” OR “YOUR”) ARE ACCEPTING AND AGREEING TO THE TERMS AND CONDITIONS SET FORTH BELOW (THIS “AGREEMENT”).  THIS AGREEMENT REPRESENTS A BINDING CONTRACT BETWEEN YOU AND PIZZA HUT, LLC (“LICENSOR”), FOR YOUR INTERNAL USE OF THE 5-MILE TOOL PROVIDED TO YOU BY LICENSOR (THE “LICENSED PRODUCT”).  THIS AGREEMENT IS EFFECTIVE AS OF THE DATE YOU DOWNLOAD THE 5 MILE TOOL (THE “EFFECTIVE DATE”). 
 
1.  Grant and Scope of License. 
1.1 License Grant.  Subject to the terms and conditions of this Agreement, Licensor hereby grants You a personal, non-exclusive, non-transferable, non-sublicensable, limited license to (a) use and install the Licensed Product, as well as any update, patch, bug fix or modification to the Licensed Product that Licensor provides to You, and (b) use any supporting user, administrative, training or technical documentation, whether written or electronic, provided or made available by Licensor and related to the Licensed Product, in each case solely for internal use by You, within Licensor’s Enterprise.  “Licensor’s Enterprise” means Licensor’s corporate unit and corporate field stores, and stores of Licensor’s franchisees.   
1.2 Authorized Users.  Authorized Users that You select, in accordance with the license above, to use the Licensed Product.  “Authorized Users” means employees, officers, or directors that are part of Licensor’s Enterprise.   You will be responsible for all use of the Licensed Product by Authorized Users and unauthorized users who obtained access to the Licensed Product directly or indirectly through You.  You will prevent any unauthorized use of the Licensed Product and immediately notify Licensor in writing of any unauthorized use that comes to Your attention and cooperate and assist with any actions taken by Licensor to prevent or terminate unauthorized use of the Licensed Product. 
1.3 Ownership.  As between the parties, all right, title, and interest in and to the Licensed Product (and any derivative works thereof), all data associated therewith, and all underlying Intellectual Property Rights, are and at all times will be, the sole and exclusive property of Licensor.   “Intellectual Property Rights” means any and all proprietary, industrial and intellectual property rights, under the law of any jurisdiction or rights under international treaties, both statutory and common law rights, including:  (a) utility models, supplementary protection certificates, statutory invention registrations, patents and applications for same, and extensions, divisions, continuations, continuations-in-part, reexaminations, and reissues thereof; (b) trademarks, service marks, trade names, slogans, domain names, logos, trade dress, and other indicia of source (including all goodwill associated with the foregoing), and registrations and applications for registrations thereof; (c) copyrights, moral rights, database rights, other rights in works of authorship and registrations and applications for registration of the foregoing; and 
(d) trade secrets, know-how, and rights in confidential information, whether or not patentable.  
1.4 Copies.  You may make one copy of the Licensed Product for bona fide back-up purposes only.  All such copies are subject to the terms and conditions of this Agreement. 
1.5 Restrictions.  Except as expressly permitted in this Agreement, You shall not, and shall not allow any Person to: (a) decompile, disassemble, or otherwise reverse engineer the Licensed Product or attempt to reconstruct or discover any source code, underlying ideas, algorithms, rules, file formats or programming interfaces of the Licensed Product by any means whatsoever; (b) distribute, sell, rent, lease, or use the Licensed Product (or any portion thereof or any data associated therewith) for time sharing, hosting, service provider, or like purposes; (c) modify, translate or create derivative works of any part of the Licensed Product; (d) attempt to circumvent or disable any physical or electronic mechanism that protects the Licensed Product against unauthorized use or copying; (e) transfer the Licensed Product to a third party or allow a third party to access the Licensed Product; (f) download or access the Licensed Product (or any portion thereof or any data associated therewith) on websites not authorized by Licensor; or (g) disclose the Licensed Product outside of Licensor’s Enterprise.  The Licensed Product may not be used for the benefit of any third parties outside of Your Enterprise.   
1.6 Proprietary Notices.  You shall not delete, alter, cover, or distort any copyright, trademark, or other proprietary rights notice placed by Licensor on or in the Licensed Product, and shall ensure that all such notices are reproduced on all copies of the Licensed Product. 
1.7 Rights Reserved.  All rights not expressly granted in this Agreement are reserved to Licensor. 

2.  Confidentiality. 
2.1 Confidential Information.  “Confidential Information” means all proprietary information, financial information and other commercially valuable or sensitive information in whatever form, including trade secrets, technical data, the Licensed Product, any data on third party competitors accessed from the Licensed Product, any output data or analyses generated using the Licensed Product (including by You or any Authorized Users), pricing and cost information and business and marketing plans and proposals and any other materials or information of whatever description which Licensor has identified as confidential, proprietary or of a commercially sensitive nature or as You should know is regarded as confidential, proprietary.  Confidential Information does not include: (a) information which is lawfully in the public domain prior to its disclosure to You by Licensor; (b) information which enters the public domain after its disclosure to You by means other than an unauthorized disclosure of such information by any Person; and (c) information which is or becomes lawfully available to You from a third party who has the proper authority to disclose such 
information to You. In addition, specific information is not considered to be in the public domain for purposes of this Agreement if only a general embodiment or description of such information is available in the public domain. 
2.2 Non-Disclosure.  You agree to secure and protect the Confidential Information of Licensor embodied by, accessed or available through the Licensed Product using at least as great a degree of care as You use to protect Your own Confidential Information of a similar nature, but in no event less than reasonable care.  You agree not to disclose Licensor’s Confidential Information to third parties.  Confidential Information embodied by the Licensed Product includes computer files associated with the Licensed Product. 
2.3 Injunctive Relief.  In the event of Your breach or threatened breach of Your obligations under this Section, Licensor has the right to injunctive and other equitable relief to enforce such obligations with no bond required. 

3.  Term and Termination. 
3.1 Term.  The term of this Agreement shall continue until terminated in accordance with Section 3.2 of this Agreement. 
3.2 Termination.  Licensor may terminate this Agreement with written notice if You (a) commit a material breach under this Agreement (including breach of intellectual property provisions) and (b) fail to remedy such breach or default within thirty (30) days of receipt of written notice of such breach.   
3.3 Effect of Insolvency.  In addition to the foregoing, Licensor may terminate this Agreement if You make a general assignment for the benefit of creditors, file a voluntary petition of bankruptcy, suffer or permit the appointment of a receiver for its business or assets, becomes subject to any proceedings under any bankruptcy law, or have liquidated Your business voluntarily or otherwise, and the same has not been discharged or terminated within forty-five (45) days of commencement. 
3.4 Effect of Termination.  Immediately upon termination of this Agreement, You shall:  (a) cease all use of the Licensed Product; (b) within fifteen (15) days, delete, render permanently inaccessible, or return to Licensor all copies of the Licensed Product and any other Confidential Information, proprietary materials of Licensor, or any other data associated with the Licensed Product in Your possession or control; and (c) at Licensor’s request, certify in writing Your compliance with this Section 3.4.   

4.  Warranty Disclaimer; Limitation of Liability; and Indemnification. 
4.1 Warranty Disclaimer.  THE LICENSED PRODUCT IS PROVIDED “AS IS.” LICENSOR DOES NOT WARRANT THAT ANY OUTPUTS OR INFORMATION GENERATED BY THE LICENSED PRODUCT BY YOU OR AUTHORIZED USERS WILL BE ACCURATE OR ERROR-FREE.  LICENSOR DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE LICENSED PRODUCT, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT.  YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DECISIONS YOU OR YOUR AUTHORIZED USERS MAKE BASED ON OUTPUTS OR INFORMATION 
GENERATED BY THE LICENSED PRODUCT.  YOU FURTHER ACKNOWLEDGE THAT DATA ASSOCIATED WITH THE LICENSED PRODUCT MAY BE TIME LIMITED, AND MAY NOT BE UPDATED OR CURRENT.  ANY ACTON TAKEN OR EXPENDITURES MADE BY YOU OR YOUR AUTHORIZED USERS BASED ON EXAMINATION, EVALUATION, INTERPRETATION OR USE OF OUTPUTS OR INFORMATION GENERATED BY THE LICENSED PRODUCT, OR BY OTHERS RELYING ON YOUR ADVICE, WILL BE AT YOUR OWN RISK AND RESPONSIBILITY; YOU WILL HAVE NO CLAIM AGAINST LICENSOR AND HEREBY RELEASE LICENSOR FROM ANY LIABILITY AS A CONSEQUENCE THEREOF. 
4.2 Consequential Damages.  IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, RELIANCE, OR COVER DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.   
4.3 Audit Rights.  You shall keep records relating to the Licensed Product and use by You and Your Authorized Users during the term of the Agreement and for a period of three (3) years after termination or expiration of this Agreement.  These records must be sufficient to allow Licensor to verify compliance with Your obligations under this Agreement.  You shall provide representatives of Licensor access to or copies of such records, upon reasonable notice or request to You, for as long as Your license under Section 1.1 is in effect and for a period of three (3) years thereafter.  If any such review discloses use of the Licensed Product in violation of the terms of this Agreement, upon written notice from Licensor, You shall immediately cease its use which is in violation of the terms of this Agreement. 

5.  Miscellaneous. 
5.1 Notices.  All notices and requests in connection with this Agreement will be deemed given as of the day they are (a) deposited in the U.S. mails, postage prepaid, certified or registered, return receipt requested; or (b) sent by overnight courier, charges prepaid, with a confirming email, to the following addresses: (i) if to Licensor: Attn: Chief Legal Officer, 7100 Corporate Drive, Plano, TX 75024; and (ii) if to You: to the address provided by You during installation or registration of the Licensed Product. 
5.2 Force Majeure.  A party shall not be liable to any other party for failure to fulfill its obligations under this Agreement if the failure is due to extreme weather, hurricanes, floods, or other natural calamity, strikes, riots, fires, explosions, acts of God, acts of terrorism, war, sabotage, action of any government or any other similar cause that is beyond the party’s reasonable control.  Any failure or delay by any party in performing any of its obligations under this Agreement due to one or more of the foregoing causes shall not be considered a breach of this Agreement and the term for performance shall be increased by a reasonable period of time as mutually agreed to by the affected party. 
5.3 Independent Contractors.  The relationship of the parties under this Agreement is that of independent contractors, and neither party shall have any authority to bind or commit the other.  Nothing herein shall be deemed or construed to create a joint venture, partnership or agency relationship between the parties for any purpose. 
5.4 No Third-Party Beneficiaries.  This Agreement is for the benefit of, and will be enforceable by, the parties only.  This Agreement is not intended to confer any right or benefit on any third party.  No action may be commenced or prosecuted against a party by any third party claiming as a third-party beneficiary of this Agreement or any of the transactions contemplated by this Agreement. 
5.5 Compliance with Laws.  You shall be solely responsible for Your compliance with all federal, state and local laws, rules, and regulations applicable to any data or information You provide to Licensor, or Your use of the Licensed Product. 
5.6 Export Laws.  Without limiting the generality of the foregoing, You acknowledge that the laws and regulations of the United States restrict the export and re-export of certain materials.  Accordingly, You shall not export, directly or indirectly, all or part of the Licensed Product, or any product or other materials derived therefrom, to any country without the appropriate United States and/or foreign government licenses.  You shall not export (including via the Internet) the Licensed Product to any country subject to a U.S. embargo. 
5.7 Non-waiver.  The failure of either party to insist upon or enforce strict performance by the other of any provision of this Agreement, or to exercise any right or remedy under this Agreement, will not be interpreted or construed as a waiver or relinquishment to any extent of that party’s right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect. 
5.8 Assignment.  You may not assign or transfer this Agreement (by operation of law or otherwise) without Licensor’s prior written consent.  A change of control is considered a transfer under this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns. 
5.9 Governing Law.  This Agreement will be interpreted, construed, and enforced in all respects by the laws of the State of Texas, without reference to its choice of law rules that would apply the law of another jurisdiction and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods.  Each party hereby irrevocably consents to the exclusive jurisdiction of the state and federal courts sitting in Dallas County, Texas. 
5.10 Survival.  The provisions of this Agreement which by their nature or express language are intended to survive the termination or expiration of this Agreement, including Sections 1.3-1.7, 3, 4, 5, and 6, shall so survive. 
5.11 Severability.  The invalidity, illegality, or unenforceability of any provision of this Agreement, or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement.  Any invalid, illegal, unenforceable or void provision shall be deemed severed from this Agreement and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be invalid, illegal, unenforceable or void.  The parties further agree to reform this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision.  The provisions of this Section 5.11 shall not prevent the entire Agreement from being void should a provision which is the essence of this Agreement be determined to be invalid, illegal, unenforceable or void. 
5.12 Entire Agreement.  This Agreement embodies the entire agreement of the parties and supersedes and cancels any and all prior understandings or agreements, verbal or otherwise, that may exist between the parties with respect to the subject matter hereof.  No oral explanation or oral information by any party shall alter the meaning or interpretation of this Agreement.  No amendment, change or addition shall be effective or binding on any party unless reduced to writing and executed by a duly authorized representative of each party.   
5.13 Marketing and Publicity.  You may not disclose the existence of the Licensed Product to any third party outside of Licensor’s Enterprise. 
5.14 Rules of Construction.  If a term is defined as one part of speech (such as a noun), it has a corresponding meaning when used as another part of speech (such as a verb).  Terms defined in the singular have the corresponding meanings in the plural, and vice versa.  Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender include the feminine and neuter genders and vice versa. The term “includes” or “including” means “including without limitation.”  The term “or” is not exclusive. The words “hereof,” “hereto,” “hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular section or article in which such words appear.  The headings in this Agreement are for convenience only and are not to be considered a part of or affect the construction or interpretation of any provision of this Agreement. 

By clicking the links below you are agreeing to the Terms of Use above.

COMPETITIVE PRICING RESOURCE - Nearest Competitor Pricing

COMPETITIVE PRICING RESOURCE - Average Pricing of Nearest 5 Competitors