FOODS CONNECTED TERMS OF USE

Thank you for using Foods Connected. Our aim is to provide a website and software app to connect people working in the food industry, to enable them to exchange ideas, form networks, and make deals, to help them be more productive and successful. The following terms govern your use of and access to the Foods Connected services, so we would ask that you read them carefully. If you have any questions in relation to the terms, please contact us at info@foodsconnected.com.

1. THE USER TERMS

1.1. These terms (User Terms) along with our privacy policy form a binding legal agreement (Agreement) between the user (you, your) and Foods Connected Ltd of Centre House, 79 Chichester Street, Belfast, Northern Ireland, BT1 4JE (company no. NI614697) (we, us, our) and relate to how you may use the website at foodsconnected.com (Site) and any downloadable software application that we may from time to time provide, (App and together with the Site and other related software and services provided by us to you, FC). By accepting these User Terms you agree to be bound by the Agreement.

1.2. References to clauses (unless otherwise provided) are references to the clauses of these User Terms. Words in the singular include the plural and in the plural include the singular. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. References to including and include(s) shall be deemed to mean respectively, including without limitation and include(s) without limitation.

2. SERVICE ELIGIBILITY

2.1. To be eligible to use FC, you must meet the following criteria and represent and warrant that:

2.1.1. you are 16 years of age or older;

2.1.2. you will only maintain one FC User Account at any given time; and

2.1.3. you have full power and authority to enter into this Agreement.

3. ACCEPTING THE USER TERMS

3.1. In order to use FC, you must first agree to these User Terms. You may not use FC if you do not accept the User Terms. You can accept the User Terms by:

3.1.1. clicking to accept or agree to the User Terms, where this option is made available to you in the user interface provided to you; or

3.1.2. by actually using FC. In this case, you understand and agree that we will treat your use of FC as acceptance of the User Terms from that point onward.

3.2. Please note that by clicking on any links while using FC you may access other websites owned by us, or by a third party. Different terms of use will apply to your use of any such website, and you should check such terms before using that website.

3.3. You agree that we may modify the User Terms from time to time without notice. We recommend that you review the User Terms on a regular basis. You understand and agree that any use by you of FC following changes having been posted by us will be deemed acceptance of any such changes. If we make a change to the Terms of Use that materially impacts your use of FC, we may email you notice of any such change.

4. USE OF FC BY YOU

4.1. In consideration of your agreeing fully to comply with and be bound by these User Terms, we hereby grant you a non-exclusive, non-assignable, non-transferable, non-sub-licensable licence for the duration of the Agreement created by these User Terms to use FC solely and strictly in relation to your position as a tradesperson or business within the food industry or, where prior consent has been sought from you and given by us in writing, for an alternative use.

4.2. You agree not to access (or attempt to access) any part of FC by any means other than through the interface that is provided by us. You specifically agree not to access (or attempt to access) any part of FC through any automated means, including use of scripts, robots, spiders, scrapers or web crawlers. You agree that you will not (a) take any action that imposes, or may impose (in each case in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) (save to the extent permitted by governing law) copy, duplicate, reproduce, rent, lease, loan, sell, trade, resell, modify, create derivative works, distribute or publicly display any part of FC without prior written consent from us; (c) interfere or attempt to interfere with the proper working of FC or any activities conducted via FC; (d) bypass any measures we may use to prevent or restrict access to FC; and (e) attempt to reverse engineer, decompile or otherwise seek to obtain access to any source code in FC.

4.3. You agree that you will not engage in any activity that interferes with or disrupts FC, or the servers and networks which are connected to FC.

4.4. We may elect to update FC. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of FC. In the event that you have downloaded the App, you agree that we may automatically deliver such updates to you as part of the App and you shall receive and install them as required. If you choose not to install any update, you acknowledge that the performance of the App may be affected.

5. ACCOUNT SECURITY

5.1. In order to use particular services of FC you will be required to create a user account (User Account). You represent and warrant to us that any and all information provided by you is true, accurate and complete. You undertake to notify us promptly of any changes to such information. You agree not to impersonate any other person or entity or to use a false name or a name that you are not authorised to use. If you are registering with FC on behalf of a business, you represent that you have the authority to legally bind that entity.

5.2. We reserve the right to decline any application from you to open a User Account in our sole discretion and/or to terminate your use of FC in accordance with the terms of clause 11.1 where we, in our sole discretion, believe that you are in breach of any provision of these User Terms.

5.3. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any User Account you use to access FC. Accordingly, you agree that you will be solely responsible to us for all activities that occur under your account, as determined, noted, or recorded by us. Such determination, notation and record shall be at our sole discretion, and shall serve as conclusive proof of the facts stated therein and to which they attest.

5.4. You grant us the right to access your User Account, for the purposes of any monitoring, service, improvement or upgrade.

5.5. If you become aware of any unauthorised use of your password or of your User Account, you agree to notify us immediately at info@foodsconnected.com.

6. FEES AND SERVICES

6.1. In order to use some of our services (Premium Services) or to become a subscribed member (Member/Membership) you will be required to pay a fee (respectively Subscription Fee and Membership Fee). Details of the Subscription Fee and/or Membership Fee, including the amount due, how to pay and when it becomes payable (Due Date) will be clearly posted on the Site or App or confirmed by us with you in writing.

6.2. By providing your credit card details, where requested to do so by us, you confirm that you are authorised to use the credit card designated to pay the Subscription Fee and/or Membership Fee and that you are the holder of the card.

6.3. In the event that we do not receive any payment of the Subscription Fee and/or Membership Fee by the Due Date, or if we do not receive payment authorisation or any authorisation which has been granted is subsequently cancelled, we may stop providing you with any services including Premium Services, and we may suspend your User Account immediately. If we have not received payment of the Subscription Fee and/or Membership Fee within 14 days of the Due Date, we may terminate the Agreement and the provisions of clause 12 shall apply. IN THE EVENT THAT YOUR USER ACCOUNT IS TERMINATED, OR WE SUSPEND YOUR USER ACCOUNT, FOR THE DURATION OF THE TIME THAT YOUR USER ACCOUNT IS SUSPENDED, YOU WILL NOT RECEIVE ANY PREMIUM SERVICES, WHETHER OR NOT THESE HAVE BEEN PAID FOR BY YOU, AND NO REFUND SHALL BE AVAILABLE TO YOU FOR THE LOSS OF ANY PREMIUM SERVICES.

6.4. We reserve the right at any time to increase any Subscription Fee and/or Membership Fee and/or alter the benefits offered with a particular Membership, provided we give you written notification of any such changes no less than 28 days in advance ofthe changes taking place . In the event that you do not agree to the price or benefit revision, you may terminate the Agreement by giving us no less than 14 days’ notice in writing.

7. USER CONTENT

7.1. You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any media files, metadata, graphics, images, trademark and/or logos, photographs, videos and other like materials that you may choose to upload, download, transmit, email or display while using FC (any and all such content, User Content) and for the consequences of your actions (including any loss or damage which we may suffer) by so doing. We do not control the User Content used in FC, nor do we guarantee the accuracy, integrity or quality of such User Content.

7.2. By submitting, posting or displaying any User Content, you grant a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sub-licensable and transferable licence to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any such the User Content. This licence allows us to provide access to the User Content to third parties.

7.3. By uploading User Content, you represent and warrant that:

7.3.1. you have the rights, power and authority necessary to grant the licence at clause 7.2 above;

7.3.2. you have the lawful right to upload, reproduce and distribute such User Content;

7.3.3. the uploading, downloading, emailing, transmission or any other use made of any User Content in or by FC will not constitute or encourage a criminal offence, violate the rights of any party or otherwise create liability or violate any local state, national or international law;

7.3.4. any User Content posted by you will not be unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, indecent, inflammatory, libellous, tortious, hateful or racially, ethnically or otherwise objectionable or invasive of another’s rights, including rights of celebrity, privacy and intellectual property; and

7.3.5. the User Content posted by you will not breach national or international intellectual property laws, nor infringe the intellectual property rights of any third party.

7.4. You acknowledge and agree that we are not responsible or liable in any way for any User Content provided by you or others and have no duty to moderate such User Content; this includes any listings or requests uploaded by you or third parties on to FC. ANY TRANSACTIONS THAT MAY ARISE BETWEEN YOU AND ANY THIRD PARTY ON THE BASIS OF CONTENT ON FC IS CARRIED OUT AT THE YOUR OWN RISK. TO THE EXTENT THAT ANY CONTRACT IS FORMED BY YOU WITH ANY OTHER PARTY THROUGH YOUR USE OF FC, YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT PARTY TO SUCH CONTRACT NOR LIABLE IN ANY WAY WHATSOEVER FOR THE PERFORMANCE AND/OR FAILURE TO PERFORM SUCH CONTRACT.

7.5. We do not control or endorse any User Content provided by you or others, nor do we guarantee the accuracy, integrity or quality of any such User Content. However, we reserve the right at all times to determine whether User Content is appropriate and in compliance with these User Terms, and may modify and/or remove User Content at any time, without prior notice and at our sole discretion, if we determine that any User Content is non-compliant with these User Terms or notified to us as objectionable by a third party.

7.6. You shall indemnify us and hold us harmless, without limitation and upon demand, against any claims proceedings, actions, costs, damages, expenses, liability, losses and demands (including reasonable legal expenses) that may be incurred by us, whether arising directly or indirectly from: (a) any User Content you submit, post, transmit or otherwise make available through your use of FC; (b) your use of FC; (c) any breach by you of these User Terms; or (d) infringement by you or your User Content of third party intellectual property rights.

8. PROFILE

8.1. Once you have created a User Account, you will be able to enter information to create a profile which can be viewed by other users of the Site (Profile). Your Profile will be deemed to be part of your User Content for the purposes of these User Terms.

8.2. BY UPLOADING YOUR PROFILE, YOU REPRESENT AND WARRANT THAT THE PROFILE INFORMATION IS ACCURATE AND UP TO DATE AND REMAINS UP TO DATE FOR AS LONG AS YOUR PROFILE IS POSTED ON FC. FOR THE AVOIDANCE OF DOUBT, THIS INCLUDES YOUR EMPLOYMENT STATUS WHERE POSTED, AND ANY AFFILIATION OR CONTRACTUAL RELATIONSHIP WITH ANY COMPANY OR BUSINESS ENTITY. IT IS YOUR RESPONSIBILITY TO KEEP YOUR PROFILE ACCURATE AND UP TO DATE, AND ANY FAILURE TO DO SO WILL CONSTITUTE A BREACH OF THESE USER TERMS.

8.3. While we have no duty to moderate any information posted on your Profile, we reserve the right at all times to determine whether any information provided in your Profile is up to date and accurate, and may modify and/or remove any such information without prior notice and at our sole discretion, if we determine that the information provided by you is not in compliance with these User Terms or is notified to us as objectionable by a third party.

9. INTELLECTUAL PROPERTY

9.1. You acknowledge that we own or license all legal rights, title and interest in and to FC, including any intellectual property rights which subsist in FC (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

9.2. You agree not to use any of the trademarks, trade names, services marks, copyrights, logos, domain names and other distinctive brand features belonging to us or any third party unless you have valid written permission to do so. You agree not to alter, remove or obscure any proprietary notices (including copyright and trademark notices) which may appear in or be held within FC.

9.3. In the event that your use of FC, if used in accordance with the User Terms, infringes any intellectual property rights of a third party, we may, at our sole discretion and expense, replace or modify FC so that it is no longer infringing or obtain for you the right to continue using FC. This therefore constitutes your sole remedy in relation to any such infringement.

10. YOUR PERSONAL DATA

10.1. Your use of FC, including any registration process, may involve your disclosure to us of personal data (which term shall include sensitive personal data) relating to data subjects (personal data and data subjects each as defined by the Data Protection Act 1998). In the event that you do so disclose such personal data, you:

10.1.1. warrant and represent to us that you have secured all consents and permissions, and have taken all actions necessary, as may be required by applicable law for the purposes of storage by us of any such data relating to third parties in the provision of FC in accordance with our privacy policy; and

10.1.2. in relation to any personal data relating to you, you consent to the use of such personal data in accordance with our privacy policy.

11. TERMINATION

11.1. We may at any time, terminate this Agreement with you and the supply of FC if:

11.1.1. you have materially breached any provision of the User Terms (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the User Terms) and, where such breach is capable of remedy, we determine that you have not so remedied within seven days of notification;

11.1.2. we are required to do so by law (for example, where the provision of FC to you is, or becomes, unlawful);

11.1.3. you cease to trade; or become insolvent or unable to pay your debts within the meaning of the insolvency legislation applicable to you; or a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole part of your business or assets, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court; or the ability of your creditors to take any action to enforce your debts is suspended, restricted or prevented or some or all of your creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or any process is instituted which could lead to you being dissolved and your assets being distributed to your creditors, shareholder or other contributors (other than for the purposes of solvent amalgamation or reconstruction)or

11.1.4. the provision of FC is, in our opinion, no longer commercially viable.

11.2. Either party may terminate this Agreement by giving 28 days’ written notice to the other party.

12. EFFECT OF TERMINATION

12.1. On termination of the Agreement the following clauses shall apply:

12.1.1. you must pay any outstanding sums due to us under the terms of this Agreement immediately on termination;

12.1.2. the licence granted to you at clause 4.1 of these User Terms terminates;

12.1.3. all of the legal rights, obligations and liabilities that you and we have benefited from, been subject to (or which have accrued over time whilst the Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of clauses 7, 9, 11, 12, 13, 14 and 15 shall survive termination of the Agreement.

12.2. We reserve the exclusive right and prerogative to retain, maintain, archive, protect, use or store any User Content.

12.3. We reserve the exclusive right and prerogative to retain, maintain, archive, protect, use or store any personal data or such information, without regards as to time or duration, as is necessary to comply with our legal obligations, resolve disputes and enforce agreements.

12.4. In the event that this Agreement is terminated in accordance with clause 6.4 or 11.1.4 above, or we terminate the Agreement in accordance with clause 11.2, you will be entitled to a refund of any sums paid by you to us for Premium Services or Membership for which you will not receive the benefit after the date of termination.

13. DISCLAIMER AND LIMITATION OF LIABILITY

13.1. Nothing in these User Terms, including this clause 13 shall exclude or limit any warranty or liability to the extent that the same may not be lawfully excluded or limited by applicable law, including liability for fraud or for death or personal injury caused by its negligence.

13.2. There are no conditions, warranties, representations or other terms, express or implied, that are binding on us except as specifically stated in these User Terms (including implied warranties and conditions or merchantability, fitness for a particular purpose and non-infringement). Any condition, warranty, representation or other terms concerning the supply of FC which might otherwise be implied into or incorporated in these User Terms, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.

13.3. While we will use every effort to ensure that FC is available to you, you expressly understand that use of FC relies on an internet connection being sustained and the appropriate equipment being maintained. As such, you expressly understand and so agree that your use of FC is ‘as is’ and ‘as available’.

13.4. In particular, we do not represent or warrant to you that:

13.4.1. your use of FC (including its use in conjunction with any other software) will meet your requirements, or that your use of FC will be uninterrupted, timely, secure or free from error defects in the operation or functionality of FC;

13.4.2. any information obtained by you as a result of your use of FC will be accurate or reliable; and

13.4.3. that defects in the operation or functionality of FC will be corrected, rectified or remedied.

13.5. Any material downloaded or otherwise obtained or accessed through your use of FC is done so at your own discretion and risk, and you will be solely responsible for any damage, loss or prejudice to your computer system or other device or loss of data that result from the download or access of any such material.

13.6. In order for you to make full use of FC it may be necessary for you to use particular computer equipment or to download or install certain pieces of software. If you are unable to access all or part of FC because you do not have access to any necessary software or equipment, this shall not constitute a breach of these User Terms by us and we shall not be liable for any loss, damage or expense which may result from your inability to access FC.

13.7. No advice or information, whether oral or written, obtained by you from us or any of our subsidiaries, affiliates, officials, employees or personnel, or through or from FC shall create any warranty not expressly stated in these User Terms. All such liability is excluded to the fullest extent permitted by the law.

13.8. You expressly understand and agree that we and our licensors shall not be liable to you for:

13.8.1. any direct, indirect, special, incidental or consequential loss or damage which may arise in respect of your use of FC and/or its non-availability;

13.8.2. loss of profit, business revenue, goodwill and anticipated savings;

13.8.3. any trading or other losses which you may incur as a result of use of or reliance upon any content on FC;

13.8.4. the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of FC; or

13.8.5. any effect which use of FC may have on any software you use.

13.9. Subject to the clauses above, the aggregate liability of us in respect of any loss or damage suffered by you and arising out of or in connection with your use of the use of FC by you and/or any third party shall not exceed the amount of the total amount actually paid by you to us by way of fee in the twelve months preceding the date of your claim.

13.10. You agree and acknowledge that you are in a better position than us to foresee and evaluate any potential damage or loss which you may suffer in connection with your use of FC; that we cannot adequately insure its potential liability to you; and that, accordingly, the exclusions and limitations contained in this clause 13 are reasonable. You also undertake at all times to mitigate any such damage or loss.

14. GENERAL

14.1. You shall not assign, transfer or sub-license any of your rights or obligations under these User Terms. We may at any time assign all or any of our rights and transfer all or any of our obligations under these User Terms.

14.2. Failure or neglect by us to enforce any of these provisions of these User Terms at any time shall not be construed or deemed to be a waiver of our rights, nor shall this in any way affect the validity of the whole or any part of these User Terms, nor prejudice our rights to take subsequent action.

14.3. If any part of any provisions of these User Terms shall be or become invalid, unlawful or unenforceable to any extent, then the remainder of such provisions and all other provisions of these User Terms shall continue to be valid and enforceable to the fullest extent permitted by law.

14.4. These User Terms represent the entire agreement between you and us in relation to the subject matter of these User Terms and supersede any previous agreement in relation to FC. Neither of you nor us has relied upon any statement or representation made by the other in agreeing to enter this Agreement.

15. LAW AND JURISDICTION

15.1. These User Terms shall be construed in accordance with Northern Irish law and the parties hereby submit to the exclusive jurisdiction of the Northern Irish courts to settle any disputes which may arise in connection with these User Terms.

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