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) 4905 Highway A-1-A, Vero Beach, FL 32963, Address: Village Beach Market (”Company”) and
(b) You user, who are at least 18 years of age and have electronically accepted the terms and conditions of this Agreement in the online service (”Service”) enabling You to use the Service in your private and non-commercial use in accordance with the terms and conditions of this Agreement (“You”). The Company and You may hereinafter be referred to each as a “Party” and together as the”Parties”.
- CONCLUDING AGREEMENT AND NATURE OF SERVICE
The Service is an electronic service provided by the Company for Your use free of charge by different means (such as on the Internet and by certain mobile devices) including the software of the Company and/or 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, maps and map services and information about opening hours of stores offered to You by third parties i.e. the Company’s or its licensors’ cooperation partners. In the Service You are also able to share Your own food recipes with other users.
As part of the Service the Company licenses to You free of charge the software owned by Company’s licensor that You may take into use in accordance with the licensor’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.
- 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, the Company 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. The Company and its licensors reserve all rights not explicitly granted to You with this Agreement.
3.2 Third Parties’ Information
Company shall have the right to amend the provider of any Third Parties’ Information or to cease to provide any Third Parties’ Information, at any time.
3.2.1 Terms Applicable to Google Maps Service
You may not: (a) use the Google products or services for High Risk Activities (as defined below); (b) use the Google products or services to create a substantially similar product or service; (c) extract any Content (as defined below) to be used outside of the Google products or services; or (d) use the Google products or services to store or transfer any Google Customer Data (as defined below) that is controlled for export under Export Control Laws (as defined below).
“High Risk Activities” means uses such as the operation of emergency services, nuclear facilities, air traffic control or life support systems, where the use or failure of the Google products or services could lead to death, personal injury, or environmental damage.
“Content” means any content provided by Google through the Google products or services (whether created by Google or its third party licensors), and includes, but is not limited to, map and terrain data, photographic imagery, traffic data.
“Google Customer Data” means in this subsection a search term (e.g. latitude/longitude or an IP address) entered into the Systems (as defined below) by You which facilitates Google Ireland Limited’s return of search results via the Google service.
“Systems” means the Google computer, processing, and network systems used to provide the Google services.
“Export Control Laws” means all applicable export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State.
By submitting Google Customer Data to Google Ireland Limited through the Google service, You grant to Google Ireland Limited a sublicensable, non-transferable, non-exclusive, perpetual, irrevocable, royalty-free licence to host, store, reproduce, adapt, modify, use, translate, extract data from, perform, display and distribute such Google Customer Data for the purpose of processing Your queries in order to provide the Google service.
Company and Google Ireland Limited disclaim any warranties and liability for the Google services and products, whether express, implied, statutory or otherwise, including without limitation warranties of satisfactory quality, fitness for a particular purpose or conformance with description apply to the Google products or services or to any other goods or services supplied by Google Ireland Limited, its affiliates, licensors and its or their suppliers. There is no warranty that the operation of the Google products or services will be error-free or uninterrupted.
You shall not A) use the Google services or Content with any products, systems, or applications for or in connection with any of the following: (i) real time navigation or route guidance, including but not limited to turn-by-turn route guidance that is synchronised to the position of a user’s sensor-enabled device; or (ii) any systems or functions for automatic or autonomous control of vehicle behaviour; B) use the Google service in any country where Google is restricted from providing the Google service.
You agree to comply with the Maps Terms, the Legal Notices, and the AUP.
“Legal Notices” mean the legal notices set forth at the following URL: http :// www. maps. google.com/help/legalnotices maps.html (or other URL as Google Ireland Limited may provide from time to time).
“Maps Terms” mean the terms for Google Maps set forth at the following URL: http://maps.google.com/help/terms_maps.html (or other URL as may be provided by Google Ireland Limited from time to time).
“AUP” means the acceptable use policy of Google Ireland Limited available at the following URL: http://www.google.com/enterprise/earthmaps/legal/us/maps_AUP.html (or other URL as may be provided by Google Ireland Limited from time to time).
It may be necessitated that You accept the Maps Terms, the Legal Notices and the AUP electronically when using the Service.
You agree that: (i) Company may access, monitor, use or disclose any data submitted through the Google service and Google Ireland Limited providing Company and its licensors with the ability to do so; and (ii) Google Ireland Limited to provide the Google service.
This Agreement does not grant You any rights, implied or otherwise, to Google Ireland Limited’s content or any of Google Ireland Limited’s Intellectual Property Rights. Intellectual Property Rights in and to the Content accessed through the Google products and services are the property of the applicable Content owner and may be protected by applicable laws. “Intellectual Property Rights” means in this subsection all current and future copyright, moral rights, patent rights, trade marks, design right, rights in or relating to databases, rights in or relating to confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered) throughout the world.
3.3 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 (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions);; (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 the Company 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.
3.4 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.
- 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 the Company are concerned.
- 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 the Company and its licensors the right to use Your Device through information or telecommunications networks to check compliance with the right of use granted in this Agreement.
According to the consents given by You in the Service electronically Your Information i) may be only processed by the Company and its licensors and may not be transferred by the Company and its licensors to third parties or ii) may be both processed by the Company and its licensors and transferred by the Company and its licensor to third parties.
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 the Company and its licensors 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.
5.1.5 Other Terms and Conditions
By accepting this Agreement You assign to the Company and its licensors 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.
The Company and its licensors have 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.
The Company and its licensors may from time to time review and inspect any information sent or received in the Service. The Company and its licensors may also transmit statistical data in anonymous way to an analytics tool service to create a better Service. The Company and its licensors reserve the right to amend, delete or restrict any sending or transmission regarding information that the Company or its licensors regard 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 the Company and its licensors the information described in the Documentation, the Company cannot provide You with the Service, the Software or the Third Parties’ Information or any part thereof. You can revoke Your consent by informing the Company 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 the Company and its licensors 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 the Company or post or deliver it to be used in the Service, You hereby grant to the Company and its licensors 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 the Company or its licensors 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. The Company and its licensors shall have no liability for any losses regarding Your Information or other information You send to the Company or its licensors through the Internet.
The Company and its licensors endeavor 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
The Company and its licensors may send unencrypted email to You in plain text form as the Company and its licensors are 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. The Company or its licensors do 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 the Company or its licensors or any warranty or guarantee by the Company or its licensors of such items. Such items and links to third party locations are only provided for making Your Internet browsing easier.
- EXPLICITLY FORBIDDEN CONTENT IN SERVICE
Unless otherwise stated in this Agreement or unless explicitly applicable law requires the Company 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, the Third Parties’ Information or the Software;
- use of the Service the Third Parties’ Information or the Software for any other purpose than for the purposes stated in the Documentation;
- use of the Service the Third Parties’ Information 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, obscene, menacing, offensive, threatening, libelous, slandering, unruly, sexual, defamatory, in breach of confidence, in breach of intellectual property right 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 the Third Parties’ Information or the Software in any manner that in Company’s or its licensor’s reasonable opinion has a negative effect on the functioning of the Service the Third Parties’ Information or the Software or any information systems utilized by Company or its licensors or other users of the Service the Third Parties’ Information or the Software;
- uploading the Service or the Third Parties’ Information 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 the Third Parties’ Information or the Software or take any action that would put an excessive load on Company’s or its licensors’ 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 or the Third Parties’ Information.
- ACCURACY OF INFORMATION IN SERVICE
Information available in the Service is updated regularly. The Company and its licensors may change, update or remove any information available in the Service and the Third Parties’ Information without prior notice. The Company does not guarantee that the Service and the Third Parties’ Information is available continuously, that the Service and the Third Parties’ Information are free from errors or that all information and materials that are available in the Service and the Third Parties’ Information are free from viruses or other harmful computer code unless mandatory law provides otherwise.
The Company assumes no liability for any mistakes, omissions, and misleading information. The Company 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, the Company 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, the Third Parties’ Information or in the Software or the Service or the Third Parties’ Information itself or that relates to any information available in the Service and the Third Parties’ Information.
The Third Parties’ Information is not under the control of the Company. You acknowledge and agree that the Company 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.
- RIGHTS IN SOFTWARE, SERVICE, DOCUMENTATION AND THIRD PARTY INFORMATION
Title and 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 the Company and/or its licensors, however, taking into account the limitations of the Section 11.
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.
The Company’s and its licensors’ names, logos and all thereto related product names and service names, model rights and trade names are the Company’s and/or its licensors’ 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, the Third Parties’ Information or the Software. Should mandatory applicable law explicitly allow copying or transmitting You shall not remove any copyright sign or similar marking.
- LIABILITY OVER INTELLECTUAL PROPERTY RIGHTS VIOLATIONS
Within the confines of the mandatory applicable law You shall hold the Company and its licensors harmless should You violate any Intellectual Property Rights in any content that You submit to the Company or its licensors. For the avoidance of doubt, this applies to any content You have created and all other content that You submit the Company and its licensors. You shall compensate the Company and its licensors all damages, costs and other amounts including but not limited to legal fees, damage to property, damage on the Company’s and its licensors’ reputation due to any claims, disputes and procedures caused by any content You have submitted to the Service or due to the Company’s or its licensors’ use of Your content. For the avoidance of doubt, this does not concern Your Information.
- 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 Third Parties’ Information that can be utilized with the Service and of which the Company bears no liability. The Company does not warrant or guarantee the accuracy or completeness or anything else regarding such third party software or information. TO THE EXTENT ALLOWED BY THE MANDATORY APPLICABLE LAW, THE COMPANY 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 OR CORRUPTED INFORMATION, WHETHER INCURRED OR SUFFERED AS A RESULT OF UNAVAILABILITY OF THE SOFTWARE, THE THIRD PARTIES’ INFORMATION AND/OR THE SERVICE OR OTHERWISE, EVEN IF COMPANY AND/OR ITS LICENSORS HAVE 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 the Company.
- 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 the Company may discontinue the Service or the provision of the Software at any time upon the sole discretion of the Company.
Upon You terminating this Agreement You shall destroy the Software and the Documentation and any backup copy of the Software.
The Company 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, the Company and its licensors 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 the Company and its licensors completely discontinues processing of Your Information and destroy Your Information in a reliable manner.
- APPLICABLE LAW AND DISPUTE RESOLUTION
The 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 the Company. Any attempted assignment in violation of the foregoing shall be void and of no effect. The Company 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 Third Party Beneficiary
Digital Foodie Ltd. (2304473-5) shall be a third party beneficiary of this Agreement, and Digital Foodie Ltd. may enforce any breach by You of this Agreement.
13.5 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.
13.7 Contact Information
The contact point regarding the Act on Provision of Information Society Services is as follows:
Village Beach Market
Address: 4905 Highway A-1-A, Vero Beach, FL 32963
13.8 Supervising Authority
Company’s business is supervised by e.g. the local consumer protection officials.