Terms

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Effective 13 December 2019

1 WHAT DO THESE TERMS COVER?

1.1 These user terms and the documents referred to in them (we refer to these as the Terms) govern:

1.1.1 your access to and use of our services through Your Account with us, including our website whisk.com (our Site), all functionality on our Site, applications, buttons, browser plugins, application programming interfaces and accessing functionality on third parties who have integrated them into their experiences (we refer to these as the Whisk Services);

1.1.2 the rules that apply to any recipes or other information, text, graphics, photos or other materials or content you upload to or otherwise make available on the Whisk Services (we refer to this as Your Content); and

1.1.3 how you are entitled to use in any other rights and content, including: (i) our proprietary rights in the Whisk Services themselves; and (ii) any content appearing on the Whisk Services(we refer to this as Whisk Content).

1.2 Please read these Terms carefully before you start to use the Whisk Services or create an account with us (which we refer to in these Terms as Your Account). By using the Whisk Services or creating Your Account, you confirm that you accept these Terms and that you will comply with them. If you do not agree to these Terms you are not entitled to use Whisk Services or to create Your Account and must refrain from doing so.

1.3 You may use the Whisk Services as a guest without creating an account (in each case subject to these Terms), but if you do so you may not be able to access and use certain functionality within the Whisk Services.

2 WHO DO THESE TERMS APPLY TO?

2.1 These Terms apply to you as an individual once you create Your Account or otherwise use the Whisk Services. These Terms do not apply to businesses contracting with us, and any such contracts will be on separate terms.

2.2 In creating Your Account or otherwise using the Whisk Services, you confirm that:

2.2.1 you are at least eighteen (18) years of age; and

2.2.2 the details you provide on creation of Your Account are correct and complete and that you will update these details if they change for any reason.

2.3 You may deactivate Your Account at any time by following the process detailed within Your Account settings, which can be accessed here.

3 WHO IS WHISK?

The Whisk Services and Your Account are operated by Foodient Limited, trading as “Whisk” (we or us). We are a limited company registered in England and Wales with company number 8001091 and have our registered office at Whisk.com, WeWork, 55 Colmore Row, Birmingham, B3 2AA, United Kingdom. Our VAT number is 140606741.

4 Accessing the whisk services

4.1 Your right to access the Whisk Services

4.1.1 Provided that you comply with these Terms, we hereby grant to you a non-exclusive, non-transferable right to use the Whisk Services for the duration of the time that Your Account remains active.

4.1.2 The rights that we grant to you in these Terms are limited to those set out in these Terms and are fully revocable. This means that your access to the Whisk Service and Your Account is permitted on a temporary basis at our discretion, and we reserve the right to suspend or withdraw your access to Your Account or the Whisk Services or otherwise withdraw or amend any or all of the Whisk Services without notice.

4.2  Changes to and unavailability of the Whisk Services

4.2.1 We aim to update the Whisk Services regularly, and may change them and any of Your Content and Whisk Content from time to time. However, the Whisk Services may be out of date at any given time, and we are under no obligation to update them.

4.2.2 From time to time:

(a) we may need to make the Whisk Services (or any of them) or Your Account unavailable; and/or

(b) we may restrict your access to Your Account, some parts of the Whisk Services, or the Whisk Services as a whole.

This may, in each case, be for a range of reasons, such as to enable us to carry out routine or emergency maintenance, to provide and apply updates, or to limit access to certain Whisk Services for specific Users. We will not be responsible for any loss or damage you may suffer in these instances.

4.3 Your Account information, Your Systems and third party access

4.3.1 If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures in connection with Your Account, you must treat such information as confidential, and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at whisk-privacy@whisk.com.

4.3.2 You are responsible for making all arrangements necessary for you to have access to the Whisk Services and Your Account, including your own network connections, telecommunications links and mobile and desktop hardware and software (Your Systems). Please note that we will have no responsibility for or liability to you for any problems, delays, or any other loss or damage relating to or resulting from Your Systems and their interaction with the Whisk Services and you acknowledge that the Whisk Services and Your Account may be subject to limitations, delays and other problems inherent in the use of Your Systems.

4.3.3 You are also responsible for ensuring that all persons who access the Whisk Services and/or Your Account through Your Systems are aware of these Terms, and that they comply with them.

5 YOUR CONTENT

5.1 Uploading Your Content in your use of Whisk Services

5.1.1 We are excited to be able to offer you the opportunity to upload and use Your Content in your use of the Whisk Services. Please follow the instructions within Your Account as to how to do this.

5.1.2 Once uploaded, Your Content will be available across those Whisk Services which support the use of Your Content from time to time (e.g. our Open Food Platform) and Your Content may also be available on certain third party sites and platforms depending on the settings you apply to Your Account. .

5.1.3 As the Whisk Services evolve we anticipate adding more features for the use of Your Content and to enable the use of Your Content on more third party sites and platforms. Where we do so we will tell you about this via Your Account.

5.2 You are responsible for Your Content

5.2.1 You are entirely responsible for Your Content, what it contains and how you use it. This includes ensuring you have sufficient permission from the content originator (e.g. the person originally responsible for producing the content or from whom you have obtained the content) to upload and use Your Content on the Whisk Services. We have no involvement in your upload or use of Your Content and cannot and will not take any responsibility or be liable to you for Your Content, what it contains and how it is used.

5.2.2 Whenever you make use of a feature that allows you to upload Your Content to a Whisk Service, or to make contact with other users of the Whisk Services, you warrant and represent that Your Content complies with our Acceptable Use Standards (set out in clause 6.3 of these Terms).

5.2.3 Because you are entirely responsible for Your Content you agree to bear any loss or damage (and repay a sum to us in respect of that) that we suffer which arises in connection with Your Content failing to, or being alleged to fail to, comply with our Acceptable Use Standards.

5.2.4       We operate a “take down” process with respect to all content on the Whisk Services (including Your Content) which we consider does not comply with our Acceptable Use Standards. This means that we can remove any of Your Content at any time from the Whisk Services and Your Account without any liability to you. Please see our Copyright Policy for details of our copyright complaint procedure.

5.3 How we can use Your Content

5.3.1 We will not own Your Content, but in uploading Your Content to the Whisk Services you hereby grant us and other users of the Whisk Services an irrevocable, perpetual, non-exclusive, royalty-free, transferable, sub-licensable licence to use, copy, modify, change, edit, amend, store, display, reproduce and distribute Your Content (whether electronically or in any other media now known or that is subsequently developed) on a worldwide basis in connection with:

(a) our operation and administration of the Whisk Services;

(b) making the Whisk Services available to you and our other users to use; and

(c)  to enable us to develop, enhance and refine the Whisk Services over time.

5.3.2 The licence you grant under clause 5.3.1 to use of Your Content will continue even if you deactivate Your Account or your right to access the Whisk Services is terminated for any reason.

5.3.3 You may delete Your Content from Your Account at any time. Please follow the directions in Your Account as to how to do so. When you delete Your Content it will no longer be available to view via Your Account, although for technical reasons we may retain copies of Your Content or certain information or data in relation to it.

6 RESTRICTIONS TO YOUR USE OF THE WHISK SERVICES AND ACCEPTABLE USE STANDARDS

6.1 General restrictions on use of the Whisk Services

6.1.1 You may only use the Whisk Services for lawful purposes and in accordance with these Terms. You may not use any part of the Whisk Services:

(a) in any way that breaches any applicable local, national or international law or regulation;

(b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

(c) for the purpose of harming or attempting to harm minors in any way;

(d) to send, knowingly receive, upload, download, use or re-use any material which does not comply with our Acceptable Use Standards;

(e) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); and

(f) to knowingly transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

6.1.2 In using the Whisk Services you agree:

(a) not to reproduce, duplicate, copy or re-sell any part of the Whisk Services in contravention of the provisions of these Terms;

(b) not to access without authority, interfere with, damage or disrupt:

(i) any part of the Whisk Services;

(ii) any equipment or network on which our Site is stored;

(iii) any software used in the provision of the Whisk Services; or

(iv) any equipment or network or software owned or used by any third party

6.2 Interactive Services

6.2.1 We may from time to time provide interactive services within any part of the Whisk Services, including, without limitation, discussion boards and other social media functions (Interactive Services).

6.2.2 We will do our best to assess any possible risks for our users (and in particular, for children) from third parties when they use any Interactive Service provided on our Site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any Interactive Service the Whisk Services provide and we do not provide any commitment to you that the content displayed on any Interactive Service will comply with our Acceptable Use Standards.

6.2.3 Where we do moderate an Interactive Service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.

6.3 Acceptable Use Standards

6.3.1       The acceptable use standards set out in this clause 6.3 (Acceptable Use Standards) apply to any and all of Your Content, and to your use of the Whisk Services and any Interactive Services associated with them. You must comply with the spirit and the letter of the Acceptable Use Standards.

6.3.2 Your Content must:

(a) be accurate (where they state facts);

(b) be genuinely held (where they state opinions); and

(c) comply with applicable law in the UK and in any country from which it is posted.

6.3.3 Your Content must not:

(a) contain any material which is defamatory of any person;

(b) contain any material which is obscene, offensive, hateful or inflammatory;

(c) promote sexually explicit material;

(d) promote violence;

(e) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

(f) infringe any rights of any other person and you will abide by the terms of our Copyright Policy;

(g) be likely to deceive any person;

(h) be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

(i) promote any illegal activity;

(j) be threatening, abuse or invade another’s privacy, or cause upset, annoyance, inconvenience, harassment, embarrassment, alarm or anxiety;

(k) be used to impersonate any person, or to misrepresent your identity or affiliation with any person;

(l) give the impression that Your Content emanates from us, if this is not the case; or

(m) advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

7 WHISK CONTENT

7.1 Ownership of Whisk Content

Other than your rights in Your Content (please see clause 5), all rights in Whisk Content shall remain owned by Whisk or its licensors, and you shall have no rights in and to the Whisk Content save as specifically set out in these Terms.

7.2 How you can use Whisk Content

7.2.1 You are entitled to use the Whisk Content as may reasonably be required to enable you to access and use the Whisk Services for your own personal use and Whisk hereby grants you a limited, revocable, non-transferable licence of the Whisk Content for these purposes only.

7.2.2 The licence granted in clause 7.2.1 does not extend to commercial use. If you or any connected parties wish to use Whisk Content for any commercial purpose then you or the relevant connected party must first obtain a specific licence from us or our licensors for such purpose. Neither us nor our licensors will be obliged to grant any such licence.

7.3 Accuracy of Whisk Content

7.3.1 Although we make reasonable efforts to update Whisk Content, we make no representations, warranties or guarantees, whether express or implied, that the Whisk Content is accurate, complete or up-to-date and we accept no responsibility for any reliance you may place on the Whisk Content.

7.3.2 In particular, whilst we make every effort to ensure that all recipes clearly indicate if ingredients contain allergens or similar, it is your responsibility to ensure that such ingredients are suitable for your own allergen or intolerance requirements.

8 termination and suspension of your account and access to whisk services

8.1 If, in our opinion, you breach these Terms, and without prejudice to any other rights we may have (e.g. to commence legal proceedings against you), we may:

8.1.1 issue a warning to you specifying that you have breached these Terms and requiring you to rectify the breach;

8.1.2 immediately suspend or terminate your right to use the Whisk Services and/or Your Account;

8.1.3 immediately remove (either permanently or temporarily) any of Your Content; or

8.1.4 disclose any pertinent information to law enforcement or other regulatory authorities as we reasonably feel is necessary.

8.2 You may deactivate Your Account by following the process set out in clause 2.3 above.

8.3 Termination of your right to use the Whisk Services or the deactivation of Your Account shall not affect:

8.3.1 any right or liabilities which have accrued prior to the date of such termination; or

8.3.2 the continuance in force of any provision hereof which expressly or by implication is intended to come into or continue in force after termination or expiry, including clauses 56891012 and 14.

8.4 Upon termination of your right to access the Whisk Services or the deactivation of Your Account your right to access and use the Whisk Services, the Whisk Content and Your Content shall cease immediately.

9 OUR LIABILITY TO YOU

9.1 If we fail to comply with these Terms, we are responsible for any loss or damage you suffer that is a foreseeable result of our breach of these Terms or our negligence. Loss or damage is foreseeable if they were an obvious consequence of our breach or negligence. We do not accept liability for any loss or damage which was not foreseeable.

9.2 To the extent we may lawfully do so:

9.2.1 we exclude liability for any implied terms and conditions including those implied by statute, common law or the law of equity; and

9.2.2 we do not give any warranty, representation or other commitment that the Whisk Services, Your Content or the Whisk Content will be accurate, uninterrupted, error free, perform in any particular manner, give any particular result or be suitable for any particular purpose.

9.3 In addition to the above, we are not liable to you for the following:

9.3.1 any loss or damage you suffer as a result of any change to the Whisk Services or lack of availability of the Whisk Services (please see clause 4.2);

9.3.2 any problems, delays, or any other loss or damage relating to or resulting from Your System and its interaction with the Whisk Services (please see clause 4.3.2);

9.3.3 Your Content, what it contains and whether you have the rights to use it or upload it in connection with your use of the Whisk Services (please see clause 5.2);

9.3.4 your use of the Whisk Content other than in accordance with these Terms (please see clause 7);

9.3.5 any loss or damage caused by a distributed denial-of-service attack, viruses, malware, or other technologically harmful material that may infect Your Systems, data or other proprietary material (including Your Content) due to your use of the Whisk Services or to your downloading of any Whisk Content, any other material posted on our Site, or on any website linked to the Whisk Services (please see clause 11); and

9.3.6 any third party goods, services or content (or similar) purchased by you from a third party as a result of your use of the Whisk Services (please see clause 12.2).

9.4 However, nothing in these terms shall affect our liability for death or personal injury caused by our negligence, nor our liability for fraud or serious misrepresentation, nor any other liability which cannot be excluded or limited under applicable law.

9.5 Nothing in these terms affect your legal rights as a consumer. Advice about your legal rights is available from your local Citizens’ Advice Bureau or Trading Standards office.

10 Information about you

We process information about you (including your personal data) in accordance with our Privacy Notice. You can view a copy of our Privacy Notice.

11 VIRUSES, HACKING AND OTHER OFFENCES

11.1. We do not guarantee that any element of the Whisk Services will be secure or free from bugs or viruses.

11.2. You are responsible for configuring Your Systems in order to access our Site. We recommend that you use your own virus protection software.

11.3. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, malware, or other technologically harmful material that may infect Your Systems, data or other proprietary material (including Your Content) due to your use of the Whisk Services or to your downloading of any Whisk Content, any other material posted on our Site, or on any website linked to the Whisk Services.

11.4. You must not misuse the Whisk Services by knowingly introducing viruses, malware or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Whisk Services, the server on which the Service is hosted or any server, computer or database connected to the Whisk Services. You must not attack the Service via a denial-of-service attack or a distributed denial-of-service attack. We will report any breach of this provision to the relevant law enforcement or regulatory authorities and we will co-operate with those authorities by disclosing your identity to them (in each case in accordance with our Privacy Notice).

12 Third party LINKS AND GOODS AND SERVICES

12.1 Third party links from the Whisk Services

12.1.1 The Whisk Services may contain links to sites operated by third parties. We have not reviewed and do not review such sites and are not responsible for the content of nor accept any liability howsoever arising in respect of any of such sites.

12.1.2 The presence of links to third party sites is not intended to and shall not constitute a recommendation by us of such sites nor of any goods, services, content, advice or information posted on them.

12.2 Transactions instigated through the Whisk Services

12.2.1 From time to time, as part of your use of the Whisk Services, you may be able to purchase goods, services or content (or similar) from a third party as a result of clicking a link to a site operated by a third party.

12.2.2 Any contract you enter into for the purchase of goods, services or content (or similar) from a third party shall be governed by the terms and conditions of the relevant third party supplier. We have no liability to you in respect of any third party goods, services or content (or similar) purchased by you from a third party as a result of your use of the Whisk Services.

12.2.3 We may earn commission from third parties in respect of any goods, services or content (or similar) purchased by you from a third party as a result of your use of the Whisk Services.

13 LINKING TO THE WHISK SERVICES

13.1 You may link to the home page of our Site or to our applications on the appropriate application site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

13.2 You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

13.3 You must not establish a link from any website that is not owned by you.

13.4 The Whisk Services must not be framed on any other site, nor may you create a link to any part of the Whisk Services other than the home page of our Site or to our applications as described above.

13.5 We reserve the right to withdraw linking permission without notice.

13.6 Any linking must comply in all respects with our Acceptable Use Standards.

13.7 If you wish to make any use of material on the Whisk Services other than that set out above, please address your request to whisk-legal@whisk.com.

14  OTHER IMPORTANT TERMS

14.1 If any of the Terms is or becomes invalid or contravenes any law then the remaining provisions shall not be affected.

14.2 These Terms are governed by English law. You and we both agree to submit to the non-exclusive jurisdiction of the English courts.

14.3 No waiver shall constitute a waiver of any other terms.  No failure by us to exercise a remedy shall constitute a waiver to subsequently exercise any remedy.

14.4 “Whisk” is a registered trade mark in the UK and the European Union of Foodient Limited.

14.5 We may revise these Terms at any time. You are expected to check these Terms from time to time to take notice of any changes we make, as they are binding on you. Some of the provisions contained in these Terms may also be superseded by provisions or notices published elsewhere on the Whisk Services. If you do not agree to any changes made to these Terms then you must refrain from continuing to use the Whisk Services or Your Account.

14.6 If you have any concerns about any content you see on the Whisk Services, please contact whisk-legal@whisk.com.

Thank you for using Whisk.