TERMS AND CONDITIONS
Charlie’s Table Oasis Gluten-Free Food Safety Program
Following sets forth the terms and conditions pursuant to which Charlie’s Table Oasis (“Oasis”), a division of Survivorship A to Z, Inc., (“SAZ”) a not-for-profit corporation organized under the laws of the state of Delaware, offers a food safety program relating to the presence of gluten in Gluten-free food served in an Eating Establishment exclusively or as part of its offerings. The Program provides a set of minimum standards and procedures to follow to provide safe gluten-free food handling practices in purchasing of ingredients and storage, production and service of meals and drinks in an Eating Establishment. The Program does not guarantee safe gluten-free foods, meals or drinks or relate to allergens such as nuts.
1. Definitions
1.1 “Charlie’s Table Oasis Gluten-Free Food Safety Program” shall refer to Procedures and Protocols pursuant to the relationship, terms and conditions described in this “Terms and Conditions” agreement.
1.2 “Eating Establishment” refers to the specific restaurant or other establishment that offers Gluten-free food to the public. If the Eating Establishment is part of a chain or if the owner has more than one restaurant or establishment, Eating Establishment shall refer solely to the restaurant or Eating Establishment in question as defined by its unique physical address.
1.3 “Emblem” shall mean the logo created by Charlie’s Table Oasis which signifies to the public that a restaurant or other food service establishment complies with all aspects with the Charlie’s Table Oasis Gluten-Free Food Safety Program as such logo may be changed from time to time at the sole discretion of Oasis.
1.4 “Gluten-free” is defined to mean 20 parts per million or less of gluten.
1.5 “Glutened” shall be the result of a person eating a meal, any part of which is not Gluten-free and/or consuming a drink which is not Gluten-free.
1.6 “Invitation” shall refer to a form prepared by Oasis, as it may be amended from time to time, to join the Oasis Gluten-Free Food Safety Program
1.7 “Oasis” as used herein refers to both the division Charlie’s Table Oasis and Survivorship A to Z, Inc.
1.8 “Oasis Food Establishment Questionnaire” refers to the Oasis questionnaire signed on behalf of an Eating Establishment from time to time.
1.9 “Oasis Website” shall refer to the website www.CharliesTableOasis.org
1.10 “Program” shall refer to Charlie’s Table Oasis Gluten-Free Food Safety Program
1.11 “Procedures and Protocols” refers to the procedures and protocols which are required for the commercial production of gluten-free meals as described in the Charlie’s Table Oasis Gluten-Free Food Safety program on the website, www.CharliesOasis.org, as such documents may be amended from time to time.
2. Warranty
2.1 Oasis does not guarantee or warranty the lack of presence of Gluten in any meal or drink served in an Eating Establishment or otherwise.
2.2 Oasis does not review or evaluate any meal or drink for the presence of gluten or otherwise. Instead, Oasis describes Procedures and Protocols for Eating Establishments which it is the obligation of an Eating Establishment to follow one hundred percent (100%) of the time.
2.3 Mention of an Eating Establishment on the Oasis website or in any material associated with Oasis or permission to use the Emblem as noted below, does not constitute a guarantee or warranty about the lack of presence of Gluten in any meal or drink served in an Eating Establishment or otherwise. It also does not relate to any other procedures employed by, or conditions of, an Eating Establishment.
2.4 Oasis does not guarantee or warranty that following all Program guidelines will lessen or eliminate the presence of Gluten in any meal or drink served in an Eating Establishment or otherwise.
3. Procedures and Protocols
3.1 Each Eating Establishment which agrees to participate in the Program expressly agrees that it will adhere to the Procedures and Protocols as they may be amended from time to time. It is understood and agreed that Procedures and Protocols may be periodically revised. Any revision shall be announced by Oasis by email notice to participating Eating Establishments. Upon receipt of notice of any applicable revision, each Eating Establishment agrees that it will abide by the announced revision; or, at its option, may terminate its participation in the Program in accordance with the provisions hereof.
3.2 Each participating Eating Establishment agrees that their participation depends on the honor system and not on any site visits by Oasis or a representative thereof. The foregoing to the contrary notwithstanding, Oasis and/or its representative shall have the right, but not the obligation, to enter the premises of an Eating Establishment that participates in the Program during normal business hours to examine and make copies of and abstracts from the materials and procedures an Eating Establishment uses with respect to the Program and to inspect the premises for compliance with the Program guidelines as they may in effect from time to time and to inspect any and all records relating to group and/or individual Program training sessions including but not limited to dates and substance of training and answers to Program quizzes.
3.3 Each participating Eating Establishment:
3.3.1 Assumes sole responsibility for the truth, accuracy, and completeness of information provided by such Eating Establishment to Oasis concerning the Procedures and Protocols in use one hundred percent (100%) of the time.Each participating Eating Establishment:
3.3.2 Recognizes the requirement to train all new employees in a timely manner, regardless of employee retention levels or otherwise.
3.3.3 Understands that the information it supplies to Oasis concerning its practices and procedures will be available to the public and relied upon as true and accurate. Any misstatements may result in legal liability as well as additional consequences, for example from local or state regulatory agencies.
4. Use of the Emblem
4.1 Each Eating Establishment hereby acknowledges and agrees that authorization to use the Emblem in any and all contexts requires adaptation and use of the Procedures and Protocols and executing an Eating Establishment Questionnaire.
4.2 Upon receipt of a satisfactory Eating Establishment Questionnaire from an Eating Establishment, Oasis hereby authorizes said Eating Establishment to use the Emblem on the Eating Establishment’s menu(s), public relations and advertising as herein described and to use the Oasis authorized printed version of the Emblem on the Eating Establishment’s premises.
4.3 If an Eating Establishment desires to use the Emblem on its premises, such as on an awning, a street-facing window and/or a door, it shall only do so by using a sticky-backed Emblem available for purchase from Oasis, with the understanding that each Emblem will include the year of issue and will be available to such Eating Establishment during each succeeding year during the term hereof.
4.4 Each Eating Establishment agrees that by using the Emblem in any circumstance, it is representing to the public that its Gluten-free meals and drinks comply with all Oasis requirements. Each Eating Establishment assumes full and complete responsibility for its use of the Emblem or other representation that its meals and drinks which are stated to the public to be Gluten-Free are indeed Gluten-free. Each Eating Establishment agrees that it will make no claims regarding use of the Emblem other than with respect to its Gluten-free foods or drinks.
4.4.1 Each participating Eating Establishment shall not:
4.4.2 Use its certification or the Emblem in any manner that brings Oasis into disrepute; or
4.4.3 Make any statement concerning it’s certification that is misleading or unauthorized by Oasis.
4.5 Upon written request of an Eating Establishment, Oasis may, but shall not be obligated to, investigate a Glutening complaint or complaints. In the event of any such investigation, said Eating Establishment shall fully cooperate with Oasis and its representatives.
4.6 Verification of more than one Glutening during any consecutive six (6) month period may, at sole discretion of Oasis as such discretion may be executed from time to time, result in relinquishment of the right to use the Emblem in any and all contexts with written notice from Oasis.
4.6.1 Each Eating Establishment shall be notified in writing if and when Oasis receives notice of a Glutening at the Eating Establishment.
4.6.2 Such Eating Establishment shall remove the Emblem from all places visible to the public, including but not limited to versions of the Emblem described in this section 4, within thirty (30) days of receipt of written notice from Oasis concerning discontinuing use of the Emblem.
4.7 Oasis reserves the right to request from an Eating Establishment photographs or other visual copies of how Eating Establishment uses the Emblem in advertising, public relations, on or near the premises, on a menu or menu board or otherwise. Failure to comply with a written request within fifteen (15) days of sending by email shall be cause permitting Oasis to terminate this agreement immediately.
4.8 Oasis assumes no liability, and participating Eating Establishments shall be solely responsible, for any claims arising from the Eating Establishment's misuse of the Emblem or misrepresentation of the status of its meals or drinks, or failure at all times to comply with the Oasis Procedures and Protocols.
4.9 In referring to its participation in the Oasis Gluten-Free Food Safety Program in communications media such as documents, website, brochures or advertising, each Eating Establishment shall comply with all requirements of Oasis as they may be amended from time to time within thirty (30) days after being notified of such change.
4.10 Eating Establishment shall maintain records of all Glutening complaints regarding gluten-free meals or drinks, make such records available to Oasis if and when requested, take appropriate action with respect to any complaints and any deficiencies found in protocols or procedures that affect compliance with the Procedures and Protocols and document all such actions. Each Eating Establishment must inform Oasis, without delay, of any changes that may affect its ability to conform to the Oasis Procedures and Protocols.
4.11 Use of the Emblem without strict adherence to the terms hereof is forbidden in any and all circumstances.
4.12 While Oasis will not unreasonably deny use of the Emblem to authorized Eating Establishments, Oasis reserves the right to withhold consent to use of the Emblem.
4.13 Oasis reserves the right to require cessation of use of the Emblem and otherwise describing participation in the Program at Oasis’s sole discretion.
5. Listing On Oasis Website and Oasis Materials
5.1 Oasis reserves the right to list on its website and in all of its public materials (including but not limited to press releases and lists), in a manner and timing determined from time to time by Oasis in its sole discretion:
5.1.1 An Eating Establishment as having received an invitation to join the Program
5.1.2 An Eating Establishment’s response or lack of response to the invitation
5.1.3 Whether an Eating Establishment has executed an Oasis Food Establishment Questionnaire/Agreement initially and/or a renewal or renewals thereof, including, but not limited to dates of execution
5.1.4 Whether an Eating Establishment terminates the agreement to participate in the Oasis Gluten-Free Food Safety Program during the term of an Agreement or at the end thereof, and/or is terminated by Oasis with or without cause and/or is terminated or terminates the agreement for any other reason.
6. Promotion and Advertising
6.1 An Eating Establishment with a green color is authorized to post up to three (3) images on the Oasis website, including photographs of the exterior, interior of the Eating Establishment and its menu as it may be changed from time-to-time and to engage in promotion and advertising as discussed below.
6.2 Each participating Eating Establishment is authorized to use the words “Participant in Charlie’s Table Oasis Gluten-Free Food Safety Program” and/or the Emblem as described in Section 4 above during the term provided said use does not state or imply a negative comment concerning Oasis, SAZ or the Charlie’s Table Oasis Gluten-Free food safety program.
6.3 Oasis is authorized to use the name, address, and trade/service mark of participating Eating Establishments during the term provided said use does not state or imply a negative comment concerning said Eating Establishment.
7. Customer Responses
It is understood that for any Eating Establishment listed on the Oasis Website, customers shall have the opportunity to discuss and rate their experience, including noting if a person has been Glutened.
8. Term/Termination
8.1 This Agreement shall continue in effect for one year from the first of the month succeeding the date of the signed Questionnaire. It shall be automatically renewable from year to year upon receipt by Oasis within thirty (30) days of the end of the year, of written notice that an Eating Establishment wishes to continue as part of the Program by re-signing the Charlie’s Table Oasis Gluten-Free Food Safety Program Agreement.
8.2 Either party may terminate its relationship hereunder for any reason upon thirty (30) days written notice. Termination of an active relationship of the Eating Establishment and Oasis by whatever manner or means and on whatever ground shall not affect the liability of the parties at the date of such termination.
8.3 After termination of an Eating Establishment’s participation in the Charlie’s Table Oasis Gluten-Free Food Safety Program, for any reason, or withdrawal by Oasis of the right to use the Emblem, each Eating Establishment agrees to immediately discontinue all use of the Emblem and shall promptly confirm, in writing, to Oasis that it has discontinued use of the Emblem, including, but not limited to all menus, advertising and in or on the physical location. A participating Eating Establishment agrees to allow Oasis reasonable access to Eating Establishment’s facilities during normal business hours to conduct inspections to verify conformance with the provisions of this paragraph. Eating Establishment agrees that Oasis’s remedies at law to enforce the provisions of this paragraph are inadequate and that accordingly Oasis shall be entitled to, and Eating Establishment agrees to, the entry of an order in any court of competent jurisdiction specifically enforcing the provisions of this paragraph, with reasonable legal fees to be paid by the Eating Establishment.
8.4 In the event Eating Establishment shall become a debtor in any insolvency or bankruptcy proceeding (whether under the laws of the United States of America or the laws of any other country, territory, or jurisdiction), Eating Establishment agrees and stipulates that Oasis shall be entitled to relief from any applicable stay, order or injunction to immediately pursue enforcement of the provisions of 5.2 above under applicable law.
Nonconformance
9.1 In the event Oasis has reason to believe that an Eating Establishment is not conforming to the Procedures and Protocols, Oasis agrees to provide Eating Establishment written notice of nonconformance with an Oasis requirement.
9.2 Oasis reserves the right to withdraw authorization for use of the Emblem at any time for Eating Establishment’s failure to correct the nonconformance within a reasonable time.
Liability
10. Eating Establishment shall be solely responsible for, and assumes all risk of property damage, personal injury (including death), or other damages of any kind arising out of or relating to:
10.1 The use, misuse, sale, resale, and/or distribution of any of its meals or drinks, whether or not produced in compliance with Oasis’s Policies and Procedures;
10.2 The failure to comply with, or violation of, all applicable laws, rules, codes, regulations and industry practices relating to Eating Establishments meals, drinks, services, or facilities;
10.3 Any of Eating Establishment’s negligent acts or omissions, or its willful misconduct; and
10.4 Actual or alleged violation or infringement of the intellectual property rights of a third party. Oasis does not assume any responsibility for any conditions that may present a danger, either potential or real, to health, safety, or the environment.
Indemnification
11. Eating Establishment shall indemnify, defend and hold harmless OASIS, its affiliates, successors and assigns and its and their respective directors, officers, employees, representatives and agents (hereinafter referred to collectively as the "OASIS Indemnified Persons") from, against and with respect to any and all demands, claims, complaints, actions or causes of action, suits, proceedings, investigations, arbitrations, assessments, losses, damages, liabilities, costs and expenses (including, but not limited to, interest, penalties and reasonable attorneys' fees and other costs) asserted or alleged against, imposed upon or incurred by Oasis and/or such OASIS Indemnified Persons, directly or indirectly, by reason of or resulting from or in connection with:
11.1 The failure or alleged failure of Eating Establishment to comply with industry practices relating to Eating Establishment’s food, drinks, facilities or processes, including any failure or alleged failure to comply with any applicable law, rule, code or regulation;
11.2 Any matter covered by these Terms and Conditions;
11.3 Any use, misuse, sale or resale of any meals or drinks by Eating Establishment (or allegations thereof);
11.4 Any negligent acts or omissions of Eating Establishment (or allegations thereof);
11.5 Eating Establishment’s willful misconduct (or allegations thereof);
11.6 Any unauthorized use, misuse, infringement, or misappropriation of OASIS's name or Emblem;
11.7 Any infringement or violation of the intellectual property rights of a third party (or allegations thereof); and
11.8 Any material breach by Eating Establishment of the terms hereof.
11.9 The provisions hereof shall survive any and all termination of a relationship between Eating Establishment and Oasis.
Representations/Warranties
12.1 OASIS makes no representations or warranties, whether express or implied, with regard to the safety of its Procedures and Protocols or the use of color coding on its website.
12.2 OASIS shall have no liability to Eating Establishment or to any third party with respect to its obligations hereunder or otherwise for consequential, exemplary, special, incidental, or punitive damages even if OASIS has been advised of the possibility of such damages.
Notices
13. All notices to the parties hereto shall be delivered via email to the last known email address supplied by each party to the other. Notices shall be deemed given when sent.
Miscellaneous
14. This Agreement constitutes the entire agreement between Eating Establishment and OASIS with respect to the subject matter hereof and supersedes all previous communications, representations or agreements, whether oral or written, between the parties with respect to said subject matter.
15. No modification will be binding upon either party unless it is made in writing and is signed by duly authorized representatives of both parties.
16. Any legal action by OASIS or Eating Establishment, or by any person or party claiming any right or seeking to avoid any obligation under these Terms and Conditions, or otherwise relating in any way hereto, shall be brought and maintained exclusively in the city of New York, New York. Each of Oasis and Eating Establishment consent to personal jurisdiction and venue in all such courts, and further agree not to seek to invoke the jurisdiction of any other courts. OASIS and Eating Establishment expressly waive any and all rights to a trial by jury.
17. Notwithstanding any conflict of law provisions, this Agreement shall be interpreted in accordance with and governed by the laws of the State of New York.
18. This Agreement is for the benefit of the parties hereto and is not entered into for the benefit of any other person or entity.
19. The invalidity or unenforceability of any provision hereof shall not affect the enforceability of the other provisions hereof.
Charlie’s Table Oasis
Bennett M. Hirsch, President