This Whisk Licence Agreement (the Agreement) explains the terms and conditions under which you (the Client) are able to utilize Features provided by FOODIENT LTD incorporated and registered in England and Wales with company number 8001091 whose registered office is Cornwall House, 31 Lionel Street, Birmingham, B3 1AP, UK (Whisk). Whisk and Client are referred to jointly as parties and individually as party
Whisk owns and operates a Platform which comprises of features and applications primarily for recipe websites (the Features).
1. Licence and Integration
1.1 Subject to compliance with this Agreement, Whisk grants to the Client a non-exclusive, non-transferable, non-sub licensable license to utilize and display the Features on the Client’s website (the Site). Except as expressly permitted in this Agreement, Client may not:
1.1.1 copy, modify or create derivative works based on the Features;
1.1.2 distribute, transfer, sublicense, lease, lend or rent the Features to any third party;
1.1.3 reverse engineer, decompile or disassemble the Features;
1.1.4 or make the functionality of the Features available on multiple websites which are not part of this Agreement.
1.2 Some Features include the ability to display advertising and affiliate links within the Platform. All advertising and affiliate revenue earned solely belongs to Whisk.
2.1 Each party warrants to the other that it has full power and authority to enter into and perform this Agreement.
2.2 Parties hereby warrant that the their content, Site, Platform, and Features:
2.2.1 do not infringe any third party’s Intellectual Property Rights, other proprietary rights or rights of publicity or privacy;
2.2.2 do not violate any law, statute, ordinance or regulation; and
2.2.3 do not contain any viruses, trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
3. Limitation of remedies and liability
3.1 To the maximum extent permitted by applicable law, neither party shall be liable to the other for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
3.2 Either party’s aggregate liability in respect of claims arising out of or in connection with this Agreement shall in no circumstances exceed the amount of Revenue Fees paid under this Agreement.
3.3 The limitations set out in this clause shall not apply to clauses 6.5.
4. Personal Information
4.1 When handling User’s personal information each party shall at all times comply with its obligations under applicable data protection legislation.
5. Intellectual property rights
5.1 All intellectual property rights connected to the Platform, Features, and their content are the sole property of the Whisk or are used under appropriate licenses or permissions. Nothing in this Agreement shall be understood or intended for transfer of such intellectual property rights to Client or any other third party.
5.2 Client retains all rights, title, and interest to their Site and its content.
5.3 Each party agrees that, in the event that it receives notice from any third party of a claim or action, or potential claim or action, that the Site, Platform, Features, or any of its content (as the case may be) infringes that third party’s Intellectual Property Rights, it shall (as soon as reasonably practicable) notify the other party in writing and the parties shall agree on the conduct of such claim or action.
6.1 Client will indemnify and hold harmless Whisk, and its employees and affiliates, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with the subject of this License Agreement, Site, Client’s content, or Client’s violation of this Agreement.
7. Term and termination
7.1 This Agreement shall commence on the Effective Date and shall remain in force until terminated.
7.2 Either party may terminate this Agreement by a written notice, in which case the Agreement will be terminated at the end of the current calendar month. Client may terminate the Agreement by a written notice prior to the end of the current calendar month simply by removing all the Features from the Site.
7.3 On termination of this Agreement, all provisions of this Agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing, or is expressly stated to continue, shall continue in full force and effect.
8.1 For the purpose of this Agreement Confidential Information shall mean all information, whether technical or commercial (including all specifications, drawings and designs disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is:
8.1.1 identified at the time of disclosure as confidential; or
8.1.2 reasonably considered confidential given the nature of the information or the circumstances of disclosure.
8.2 Each party agrees to undertake all reasonable measures to protect the confidence of Confidential Information.
8.3 Confidential Information may be disclosed by the receiving party to its employees, representatives and professional advisers, provided that the recipients are committed to confidentiality either by agreement or statutory obligations.
8.4 The obligations set out in this clause 9 shall not apply to Confidential Information which the receiving party can demonstrate:
8.4.1 is or has become publicly known other than through a breach of this clause; or
8.4.2 was in possession of the receiving party prior to disclosure by the other party; or
8.4.3 was received by the receiving party from an independent third party who has full right of disclosure; or
8.4.4 was independently developed by the receiving party; or
8.4.5 was required to be disclosed by a governmental authority, provided that the party subject to such requirement to disclose gives the other prompt written notice of the requirement (to the extent permissible).
8.5 The obligations of confidentiality in this clause 9 shall not be affected by the termination of this Agreement.
9.1 All media releases, public announcements and public disclosures by the Client relating to this Agreement or its subject matter, including promotional or marketing material, shall be coordinated with and approved by Whisk and the Client prior to release.
10.1 Either party may only assign or transfer its rights or obligations under this Agreement with the other party’s prior written consent (such consent not to be unreasonably withheld).
11. Entire agreement
11.1 The terms of this Agreement constitute the entire agreement between the parties regarding its subject matter and supersede and replace any and all prior agreements, understandings or arrangements between the parties, whether oral or in writing, with respect to the same. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this Agreement (unless such untrue statement was made fraudulently) and that party’s only remedies shall be for breach of contract as provided in this Agreement.
12. Variation and waiver
12.1 A variation of this Agreement shall be in writing and signed by or on behalf of both parties.
12.2 Any failure to exercise or enforce any right or the provision of this Agreement shall not constitute a waiver of such right or provision.
14. Governing law and jurisdiction
14.1 This Agreement shall be governed by and construed under the laws of England and Wales, without regard to its conflict of law provisions. Parties agree to try and settle any dispute through negotiations and mutual understanding. If the solution can not be reached in negotiations parties agree and hereby submit to the exclusive jurisdiction of the courts of England and Wales.
This Agreement has been entered into on the date the Client signed this Agreement through the Platform.