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. www.foodsconnected.com (our site) is a website operated by Foods Connected Ltd (we, us). We are registered in Northern Ireland under company number NI614697 and have our registered office at 12 - 16 Castle Lane, Belfast, BT1 5DA.

1.2. These terms (User Terms) relate to how the user (you, your) may use our site and any downloadable software application that we may from time to time provide, (App, and together with our site and other related software and services provided by us to you, FC).

1.3. 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.

1.4. We recommend that your print a copy of these User Terms for future reference.

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;

2.1.3. you have full power and authority to enter into these User Terms; and

2.1.4. you are authorised by your employer to use FC on its behalf.

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. If you do not agree with or accept these User Terms, you should stop using FC immediately.

4. OTHER TERMS THAT APPLY TO YOU

4.1. These User Terms refer to the following additional terms, which also apply to your use of our site:

4.1.1. Our Privacy Policy (https://www.foodsconnected.com/pages/privacy.aspx), which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our site, you consent to such processing and you warrant that all data provided by you is accurate.

4.1.2. Our Cookie Policy (https://www.foodsconnected.com/pages/cookies.aspx), which sets out information about the cookies on our site.

4.2. These User Terms along with our Privacy Policy and Cookie Policy form a legally binding Agreement (Agreement) between you and us.

4.3. Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. Please note that by clicking on any links while using FC you may access other website 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.

5. CHANGES TO USER TERMS

5.1. We may amend these User Terms from time to time without notice. We recommend that every time you wish to use our site, you check these User Terms to ensure you understand the terms that apply at that time.

6. USE OF FC BY YOU

6.1. 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.

6.2. We may elect to update and change FC from time to time to reflect changes to our products, our users' needs and our business priorities. 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.

6.3. We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

6.4. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these User Terms and other applicable terms and conditions, and that they comply with them.

7. ACCOUNT SECURITY

7.1. 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.

7.2. 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 13.1 where we, in our sole discretion, believe that you are in breach of any provision of these User Terms.

7.3. 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.

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

7.5. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at info@foodsconnected.com.

8. FEES AND SERVICES

8.1. Agreeing to and accepting these User Terms will not result in any fees or charges being payable for accessing and using FC to respond to information requests from other users of FC.

8.2. If you have agreed to purchase specific products and/or services from us for your own business purposes, we will agree the applicable fees/charges and additional terms with you.

9. USER CONTENT

9.1. 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.

9.2. 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, translate, publish, publicly perform, publicly display and distribute any such the User Content in accordance with this clause 9.2. This licence only allows us to provide access to the User Content:

9.2.1. in the case of a user, to other users in your company who are permitted to view the User Content based on the access rights your company has set in FC;

9.2.2. in the case of a customer user, to your supplying company users to view the User Content you have uploaded/created on FC; and

9.2.3. in the case of a supplier user, to your customer company user to view the User Content you have uploaded/created on FC.

For the avoidance of doubt, Foods Connected will not share any User Content other than in accordance with clauses 9.2.1 to 9.2.3 unless you have provided prior approval in writing. You represent and warrant that you have the rights, power and authority necessary to grant the licence in accordance with this clause 9.2.

9.3. Foods Connected acknowledges that all Intellectual Property Rights in the User Data belong to and shall remain vested to the User or Users Company (as the case may be).

9.4. 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. If you wish to complain about information and materials uploaded by other users please contact us on info@foodsconnected.com.

9.5. Any transactions that may arise between you and any third party on the basis of content on FC are carried out at 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.

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

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

9.6.2. 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;

9.6.3. 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

9.6.4. 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.

9.7. 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.

9.8. You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

9.9. 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.

9.10. We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

9.11. You are solely responsible for securing and backing up your content.

9.12. You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.

10. PROFILE

10.1. 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 FC (Profile). Your Profile will be deemed to be part of your User Content for the purposes of these User Terms.

10.2. 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.

10.3. 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.

11. INTELLECTUAL PROPERTY

11.1. We are the owner or the licensee of all legal rights, intellectual property rights, title and interest in and to FC, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

11.2. Nothing in these User Terms grants you any legal rights in the Site other than as necessary to enable you to access FC. 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.

11.3. 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 MC so that it is no longer infringing or obtain for you the right to continue using MC. This therefore constitutes your sole remedy in relation to any such infringement.

11.4. You may print off one copy, and may download extracts, of any page(s) from FC for your personal use and you may draw the attention of others within your organisation to content posted on FC.

11.5. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

11.6. Our status (and that of any identified contributors) as the authors of content on FC must always be acknowledged.

11.7. You must not use any part of the content on FC for commercial purposes without obtaining a licence to do so from us or our licensors.

11.8. If you print off, copy or download any part of our site in breach of these User Terms, your right to use FC will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

12. YOUR PERSONAL DATA

12.1. 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 2018). In the event that you do so disclose such personal data, you:

12.1.1. 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

12.1.2. in relation to any personal data relating to you, consent to the use of such personal data in accordance with our Privacy Policy.

12.2. Given the nature of FC and the fact that it connects users worldwide, the data that we collect from you may be accessed by, transferred to, and stored at, a destination outside the European Economic Area (“EEA”) by virtue of users’ use of FC. It may also be processed by staff operating outside the EEA, who work for us or for one of our suppliers.

12.3. You should not use our site if you do not consent to your data being accessed by users outside of the EEA or transferred or stored outside the EEA. By using our site you are agreeing that you have understood and consented to the access of your data by other users of FC and our transferral/storage of your data. If you wish to withdraw your consent please notify us by emailing us at info@foodsconnected.com.

13. TERMINATION

13.1. We may terminate this Agreement with you and the supply of FC immediately if:

13.1.1. 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;

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

13.1.3. your employer ceases to trade; or becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to it; 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 employer’s 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 employer’s creditors to take any action to enforce your employer’s 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 your employer being dissolved and your employer’s assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction); or

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

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

14. EFFECT OF TERMINATION

14.1. On termination the following clauses shall apply:

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

14.1.2. the licence granted to you pursuant to clause 6.1 of these User Terms shall terminate;

14.1.3. 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 11, 15, 16 shall survive termination of the Agreement.

14.2. We reserve the right and prerogative to retain, maintain, archive, protect, use or stone any User Content.

14.3. We reserve the exclusive right and prerogative to retain, maintain, archive, protect, use or store any personal data or such information as is necessary to comply with our legal obligations, resolve disputes and enforce agreements.

14.4. In the event that this Agreement is terminated in accordance with clause 8.4 or 13.1.4 above, or we terminate the Agreement in accordance with clause 13.2, 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.

15. DISCLAIMER AND LIMITATION OF LIABILITY

15.1. Nothing in these User Terms, including this clause 15 shall exclude or limit any warranty or liability where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

15.2. 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.

15.3. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

15.3.1. use of, or inability to use, FC; or

15.3.2. use of or reliance on any content displayed on FC.

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

15.4.1. 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;

15.4.2. our site will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access our site. You should use your own virus protection software;

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

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

15.5. 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.

15.6. 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.

15.7. 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.

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

15.8.1. 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;

15.8.2. loss of profits, sales, business, revenue or anticipated savings;

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

15.8.4. business interruption;

15.8.5. loss of business opportunity, goodwill or reputation;

15.8.6. 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

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

15.9. 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.

15.10. Different limitations and exclusions of liability may apply to liability arising as a result of the supply of goods and/or services to you, which will be set out in the Software Licence and Technical Support Agreement (or similar agreement) as provided to you.

15.11. 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 15 are reasonable. You also undertake at all times to mitigate any such damage or loss.

16. GENERAL

16.1. 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.

16.2. 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.

16.3. 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.

16.4. 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 MC. Neither of you nor us has relied upon any statement or representation made by the other in agreeing to enter this Agreement.

17. LAW AND JURISDICTION

17.1. These User Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Northern Ireland.

17.2. Each party irrevocably agrees that the courts of Northern Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

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