This Service Agreement (“Agreement”) is made and entered into as of today when You have accepted the terms and conditions of this Agreement electronically by and between the following parties:
- (a) Digital Foodie Ltd, Business ID FI2304473-5, with offices at the address: Hämeentie 19, FI-00500 Helsinki, Finland (”Foodie”) and
- (b) You user, who are at least 18 year of age and have electronically accepted the terms and conditions of this Agreement in the Foodie.fm service enabling You to use the Foodie.fm service in your private and non-commercial use in accordance with the terms and conditions of this Agreement (“You”). Foodie and You may hereinafter be referred to each as a “Party” and together as the ”Parties”.
2. CONCLUDING AGREEMENT AND NATURE OF SERVICE
In this Agreement ”Service” shall mean the electronic Foodie.fm service provided by Foodie for Your use free of charge by different means (such as on the Internet and by certain mobile devices) including the software of Foodie and of third parties and information provided by third parties. In this Agreement “Third Parties’ Information” shall mean the commercial product information, food recipes, price information, product advertising, special offers, location information and information about opening hours of stores offered to You by third parties i.e. Foodie’s cooperation partners. In the Service You are also able to share Your own food recipes with other users.
As part of the Service Foodie licenses to You free of charge the
software owned by Foodie that You may take into use in accordance
with Foodie’s instructions of use (“Software”). The Software may
be used in a portable device or portable devices that is / are
identified by the means of Your user name and Your password
related to the Service (“Device”).
Only if You commit to follow the terms and conditions of this
Agreement You are entitled to install the Software into the Device
and to use the Service, the Software and the Third Parties’
Information in accordance with the terms and conditions of this
Agreement. If You do not agree to all the terms and conditions of
this Agreement You shall not have any right to use the Service,
the Software or the Third Parties’ Information in any way. By
giving consents in the Service electronically before commencing
the use of it You commit to comply with the terms and conditions
of this Agreement.
“Documentation” shall mean user manuals and materials
related to the Service or the Software that Foodie may provide at
its sole discretion or keep accessible to You based on this
Agreement and Foodie’s Privacy
Policy and Foodie’s Personal
Data Register Extract.
3. LIMITED RIGHT TO USE SERVICE AND SOFTWARE
3.1 Limited Right of Use
Provided that You act in compliance with the terms and conditions of this Agreement, Foodie hereby grants to You a non-exclusive, non-transferable right to install the Software and use the Software, the Service and the Third Parties’ Information in Your own, personal non-commercial use, as defined in more detail in the Documentation. You may make only back-up copies of the Software according to applicable law. Foodie and its licensors reserve all rights not explicitly granted to You with this Agreement.
3.2 Explicitly Forbidden Use
You shall not (i) rent, lease, license, loan, assign, resell or otherwise transfer or grant rights in or to the Software, the Service or the Third Parties’ Information or any part thereof; (ii) transfer the Software, the Service or the Third Parties’ Information electronically in any telecommunication network or by the means of any telecommunication connection, excluding situations explicitly defined in the Documentation; (iii) analyze, modify, disassemble, decompile or reverse engineer the Software, the Service or the Third Parties’ Information or otherwise attempt to analyze source code, or underlying ideas or interface solutions or algorithms of the Software or the Service by any means or disclose about any of the foregoing to greater extent as is allowed under applicable mandatory Finnish or EU-legislation; (iv) remove or cover any notice of a copyright or trademark or other signs or marks representing a restriction on use; (v) hand over the ID’s of the Service (such as Your user ID) to any third party; (vi) use the Software, the Service or the Third Parties’ Information to deliver to a third party any trade secrets regarding Foodie or its licensors or the Software or the Service, or provide such competing service to a third party; (vii) create derivative works that compete with the Software or the Service; (viii) use the Software, the Service or the Third Parties’ Information to deliver any services to any third party with or without a fee, unless explicitly allowed in the Documentation; or (ix) use the Software or part of it or the Service or the Third Parties’ Information in any way not explicitly allowed in this Agreement or the Documentation.
3.3 Features of Software and Service
The Software and the Service include functionalities that use information or telecommunications networks to transmit information. You are solely responsible for all expenses relating to transmission of information.
4. FREE OF CHARGE
You understand and agree with the terms and conditions of this Agreement and especially its provisions regarding Your Information (as defined below) because the use of the Software and the Service are free of charge for You as far as payments to Foodie are concerned.
5. RIGHTS REGARDING YOUR INFORMATION
5.1 Right to Use Your Information and Temporary Ownership of Your Information
5.1.1 General on Use of Your Information
By accepting this Agreement You grant Foodie the right to use Your
Device through information or telecommunications networks to check
compliance with the right of use granted in this Agreement.
The Information described below in this paragraph is processed by
Foodie in an anonymous manner. Foodie’s personnel does not
see Your Information, such as Your name, except where the Service
would have a severe error in operation. Furthermore, You
acknowledge that Your Information is processed in accordance with
Policy and only such named and limited number
representatives of Foodie’s personnel, who must see Your
Information due to their duties, will have access to Your
According to the consents given by You in the Service
electronically Your Information i) may be only processed by Foodie
and may not be transferred by Foodie to third parties or ii) may
be both processed by Foodie and transferred by Foodie to third
5.1.2 Definition of Your Information
You acknowledge and agree that the Service and the Software
have embedded functionalities that analyze, download and transmit
information to Foodie and save information relating to the
Software, the Service and the Third Parties’ Information and
information arising out of Your use of the Software, the Service
and the Third Parties’ Information (“Your Information”) through
information or telecommunications networks. Your Information
includes: 1) location data and personal data including possible
sensitive personal data given by You in the Service, 2)
information about You and the loyalty cards of stores (such as so
called bonus cards); 3) all information arising out of or in
connection with Your use of the Service and the Software regarding
Your purchasing habits and preferences and all information about
Your acts prior to the purchase (including, without limitation,
browsing and searches of products, preparing of a shopping list,
sending the shopping list to a friend, and choosing of favorite
products and products You dislike); and 4) information related to
Your personal electronic purchasing or discount coupons that are
provided to You by the Rights Holders (as defined below).
5.1.3 Processing but not Transfer of Your Information
5.1.4 Processing and Transfer of Your Information
Certain features of the Service necessitate transfer of Your
Information to third party companies. This will require a separate
consent from You. A typical situation, that necessitates the right
of processing and transfer of Your Information is delivery of
groceries to Your home as the grocery store needs to know which
items are to be delivered and the name, address and contact
information to the carrier of such goods to be delivered to You.
By giving a separate consent for the processing and transfer of
Your Information by Foodie, You grant A) to Foodie, B) to
the companies belonging to the same group of companies as Foodie,
C) to friends You have registered in the Service and D) third
party companies whereof You receive a separate query (“Rights
Holders”) the right to i) access, ii) save , iii) analyze,
iv) transmit, v) deliver, vi) sell, vii) license and sublicense
and viii) modify Your Information and ix) to send You, by using a
separately selected electronic direct marketing method or methods
marketing messages in a manner designated by the Rights Holders,
without requirement of the Rights Holders notifying You separately
and without requirement to pay to You any compensation. Such use
of Your Information may take place only in accordance with the
terms and conditions of this Agreement, Foodie’s
Personal Data Register Extract.
5.1.5 Other Terms and Conditions
You acknowledge and agree that Your Information may be transferred
also outside the EEA for the abovementioned purposes only if You
use the Service outside the EEA.
Furthermore, by accepting this Agreement You assign to Foodie
temporarily the right of ownership in Your Information for the
part of the subsection 5.1.2 (3), however taking into account
cease of the right of ownership in section 11.
For the avoidance of doubt the Parties acknowledge and agree that
You may use other services similar to the Services and create
information similar to Your Information in subsection 5.1.2 (3),
without any limitations in such services.
Foodie has the right to use and utilize Your Information in
technical and commercial development of the Service, the Software
and other services and to remedy and cure errors.
Foodie may from time to time review and inspect any information
sent or received in the Service. Foodie may also transmit
statistical data in anonymous way to an analytics tool service to
create a better Service. Foodie reserves the right to amend,
delete or restrict any sending or transmission regarding
information that Foodie regards as inappropriate or unlawful or to
be against the terms and conditions of this Agreement.
If You do not agree to this Agreement and the provisions of this
section 5, You will not have the right to use the Service, the
Software or the Third Parties’ Information.
If you decline to provide Your Information or revoke a consent
given by You or if You fail to provide to Foodie the information
described in the Documentation, Foodie cannot provide You with the
Service, the Software or the Third Parties’ Information or any
part thereof. You can revoke Your consent by informing Foodie by
email or letter.
If You are not at least 18 years of age You may not conclude this Agreement and cannot use this Service or the Software.
5.3 Third Parties
If You give any information (such as personal data) about third
parties in the Service, You shall make sure that You have received
the third party’s consent to such activity of Yours.
You may send any messages in the Service only to those persons
whom You have chosen as Your friends in the Service and who have
given to You and to Foodie their consent to receive direct
marketing messages by electronic means.
5.4 Content You Have Created in Service
When You create any content, including but not limited to Your
recipes, in the Service and deliver it to Foodie or post or
deliver it to be used in the Service, You hereby grant to Foodie
an unlimited, perpetual, non-exclusive, transferable,
sublicensable and worldwide right to use, modify, publish,
distribute and license these contents and attach the contents to
the Service and the Software, without requirement of Foodie
notifying You separately and without requirement to pay any
compensation to You.
5.5 Storing of Your Information
5.6 Use of Internet
It is important to note that when using the Service You
acknowledge and agree that any information sent via Internet is
not necessarily safe. Foodie shall have no liability for any
losses regarding Your Information or other information You send to
Foodie through the Internet.
Foodie endeavors to secure the confidentiality of Your
Information e.g. by using an effective encryption to secure all
information from access of outsiders.
5.7 Use of Email
Foodie may send unencrypted email to You in plain text form as Foodie is aware of the fact that many persons cannot easily use encrypted email. The security of this kind of communication is weakened as incorrectly routed email messages or intercepted email messages, while in transit, can be read more easily than encrypted email messages.
5.8 Links to Third Party Sites and Services
The Service provides links to web sites and similar locations
provided by and controlled by third parties for Your convenience
only. When You click any such link You exit the Service and enter
another web site or similar location. Foodie does not assume any
liability for such third party web site security or contents
thereof. If third parties inform of products or services in a
commercial advertisement available on such third party location
You shall contact such third party directly if You want to learn
more about such products or services.
A reference to any product, service, method, trade name, trade
mark or Third Parties’ Information does not mean any
recommendation by Foodie or any warranty or guarantee by Foodie of
such items. Such items and links to third party locations are only
provided for making Your Internet browsing easier.
6. EXPLICITLY FORBIDDEN CONTENT IN SERVICE
Unless otherwise stated in this Agreement or unless explicitly applicable law requires Foodie to allow any of the following, the following actions are forbidden:
- use of any robot or automated or manual method to observe the contents or use of the Service or the Software;
- use of the Service or the Software for any other purpose than for the purposes stated in the Documentation;
- use of the Service or the Software to carry out incorrect, malicious or speculative actions;
- inserting of incorrect information, to the best of Your knowledge, in the Service;
- inserting or sending any unlawful, threatening, libelous, slandering, unruly, sexual, defamatory or pornographic content or content offending religious beliefs or any content that could cause or alleviate actions deemed to be criminal or lead in civil liability or breaching the law in force;
- use of the Service or the Software in any manner that in Foodie’s reasonable opinion has a negative effect on the functioning of the Service or the Software or any information systems utilized by Foodie or other users of the Service or the Software;
- uploading the Service with any software, information or method containing computer viruses or other harmful computer code that may damage or interfere with the normal functioning of the Service or the Software or take any action that would put an excessive load on Foodie’s information systems or any other relevant information systems or take any action that would violate the rights of a third party; or
- use of any device, software or method that would alter or amend the origins of the information sent to the Service.
7. ACCURACY OF INFORMATION IN SERVICE
Information available in the Service is updated regularly. Foodie
may change, update or remove any information available in the
Service without prior notice. Foodie does not guarantee that the
Service is available continuously, that the Service is free from
errors or that all information and materials that are available in
the Service are free from viruses or other harmful computer code
unless mandatory law provides otherwise.
Foodie assumes no liability for any mistakes, omissions, and
misleading information. Foodie disclaims, to the fullest amounts
permitted by applicable law, all assumed warranties and guaranties
relating to any such information.
Unless mandatory applicable law provides otherwise, Foodie
assumes no liability for any claims, damages, losses or any
direct, indirect damage or economic loss including but not limited
to lost profits or lost revenue caused by information available in
the Service or in the Software or the Service itself or that
relates to any information available in the Service.
The Service contains also the Third Parties’ Information. Such
Third Parties’ Information is not under the control of Foodie. You
acknowledge and agree that Foodie assumes no liability for any
contents or use of such Third Parties’ Information or the
consequences of the use of such Third Parties’ Information unless
otherwise stipulated by the mandatory law.
8. RIGHTS IN SOFTWARE, SERVICE, DOCUMENTATION AND THIRD PARTY INFORMATION
Any and all rights including Intellectual Property Rights (as
defined below), into the Software, the Documentation, the Service
and the Third Parties’ Information and any modifications,
amendments or derivatives thereof shall remain the sole property
of Foodie and/or its licensors.
In this Agreement the “Intellectual Property Rights” shall mean
any and all of the following: all inventions (whether patentable
or not), business secrets, utility models, trademarks, licenses,
formulae, logos, domain names, packaging, techniques, methods,
processes, copyright, model rights whether registered or not,
including the right to amend and transfer the same as well as any
and all intellectual property rights under any jurisdiction
anywhere in the world.
Title to the Service, the Software and the Third Parties’
Information and thereto related Intellectual Property Rights are
with Foodie and its licensors, however, taking into account the
limitations of the Section 11.
Foodie name, logo and all thereto related product names and
service names, model rights and trade names are Foodie’s property.
All other names, logos and all thereto related product names and
service names, model rights and trade names are the property of
their rights holders.
8.2 Forbidden Activities in relation to Intellectual Property Rights
Unless otherwise stated in this Agreement or the Documentation You
shall not modify, copy, transmit, transfer, display in commercial
purposes, present, publish, license or create derivatives of any
information or software presented in the Service or the Software.
Should mandatory applicable law explicitly allow copying or
transmitting You shall not remove any copyright sign or similar
9. LIABILITY OVER INTELLECTUAL PROPERTY RIGHTS VIOLATIONS
Within the confines of the mandatory applicable law You shall hold
Foodie harmless should You violate any Intellectual Property
Rights in any content that You submit to Foodie. For the avoidance
of doubt, this applies to any content You have created and all
other content that You submit Foodie. You shall compensate Foodie
all damages, costs and other amounts including but not limited to
legal fees, damage to property, damage on Foodie reputation due to
any claims, disputes and procedures caused by any content You have
submitted to the Service or due to Foodie’s use of Your content.
For the avoidance of doubt, this does not concern Your
10. LIMITATION OF LIABILITY
You acknowledge that the Service, the Software and the Third
Parties’ Information are provided AS IS and that the Service, the
Software and the Third Parties’ Information do not fit for any
particular purpose. You acknowledge and agree that the Software
and the Service contain third party software and information that
can be utilized with the Service and of which Foodie bears no
liability. Foodie does not warrant or guarantee anything regarding
such third party software or information.
TO THE EXTENT ALLOWED BY THE MANDATORY APPLICABLE LAW, FOODIE
AND/OR ITS LICENSORS SHALL HAVE NO LIABILITY TO YOU OR ANY THIRD
PARTY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR
OTHERWISE FOR ANY DIRECT OR INDIRECT DAMAGES OR LOST INFORMATION,
WHETHER INCURRED OR SUFFERED AS A RESULT OF UNAVAILABILITY OF THE
SOFTWARE AND/OR THE SERVICE OR OTHERWISE, EVEN IF FOODIE HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THESE LIMITATIONS SHALL APPLY TO ALL CAUSES OF ACTION OR CLAIMS
IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF
CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY,
MISREPRESENTATION AND OTHER TORTS, AND THIS LIMITATION SHALL APPLY
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY
UNDER THIS AGREEMENT.
These limitations to liability do not apply to gross negligence
or willful conduct of Foodie.
11. DISCONTINUANCE OF AGREEMENT
This Agreement is in force until it is terminated. Either Party
may terminate this Agreement with one day’s notice by informing
the other Party by email or in writing.
You acknowledge and agree that Foodie may discontinue the Service
or the provision of the Software at any time upon the sole
discretion of Foodie.
Upon You terminating this Agreement You shall destroy the
Software and the Documentation and any backup copy of the
Foodie may terminate this Agreement with immediate effect if You
breach any term or condition of this Agreement.
Upon any termination or discontinuance of this Agreement the
Section 10 of this Agreement shall remain in force. Furthermore,
Foodie may after any termination or discontinuance of this
Agreement use Your Information fully anonymized for statistical
purposes for a period of six months after which period of time
Foodie completely discontinues processing of Your Information and
destroy Your Information in a reliable manner.
12. APPLICABLE LAW AND DISPUTE RESOLUTIONThe Agreement shall be construed and disputes shall be solved in accordance with the laws of Finland excluding its choice of law provisions and the UN Convention on Contracts for the International Sale of Goods.
13.1 No Waiver
No failure or delay by either Party in exercising any right, power
or remedy under this Agreement shall operate as a waiver of any
such right, power or remedy. No waiver of any particular breach or
any right or remedy with respect to such breach shall preclude,
affect or impair enforcement of any right or remedy with respect
to any subsequent breach
13.2 Transfer of Agreement
You may not assign this Agreement, in whole or in part, without the prior written consent of Foodie. Any attempted assignment in violation of the foregoing shall be void and of no effect. Foodie may assign the Agreement without the consent of You when transferring its business assets or part thereof or to any of its affiliate.
13.3 Entire Agreement
This Agreement constitutes the complete and exclusive agreement between the Parties with respect to the subject matter hereof and supersedes all proposals, oral or written, all previous negotiations, understandings, and all oral and written agreements, marketing materials and all other communications between the Parties with respect to the subject matter of this Agreement.
13.4 Force Majeure
Neither Party shall be liable to the other for any delay or non-performance of its obligations hereunder in the event and to the extent that such delay or non-performance is due to an event of Force Majeure. Events of Force Majeure are events beyond the control of the Party which occur after the date of signing of this Agreement and which were not reasonably foreseeable at the time of signing of this Agreement, and whose effects are not capable of being overcome without unreasonable expense and/or loss of time to the Party concerned. Events of Force Majeure shall include (without being limited to) war, civil unrest, strikes, lock-outs and other general labor disputes, acts of government, natural disasters, exceptional weather conditions, breakdown or general unavailability of transport facilities, accidents, fire, explosions, and general shortages of energy.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law. The remaining provisions of this Agreement shall remain in full force and effect.
13.6 Contact Information
The contact point regarding the [Act on Provision of Information Society Services] is as follows:
- Digital Foodie Ltd.
- Hämeentie 19
- 00500 Helsinki
- email: firstname.lastname@example.org
13.7 Supervising Authority
Foodie’s business is supervised by e.g. the local consumer