Terms and Conditions

Last modified 22 June 2018

Welcome to MyFoodOffice!

Thanks for using our products and services ("Services"). The Services are provided by Foodsoft AS, located at Gaustadalléen 21, 0349 Oslo, Norway.

1 Acceptance of Terms of Services

This MyFoodOffice Services Agreement ("Agreement") is a legal agreement between Foodsoft AS ("Foodsoft", "we" or "us") and the entity or person ("you", "your", or "user") who registered on the MyfoodOffice website to receive services that may be offered by Foodsoft and its affiliates (each, a "Service"). This Agreement describes the terms and conditions that apply to your use of the Services.

By signing up for the MyFoodOffice services or otherwise making use of the Services, you agree to the Terms of this Agreement. By agreeing to this Agreement, you acknowledge that you have read and understood this Agreement, and warrant that you have the necessary legal competence to be bound by its Terms and Conditions.

If you do not understand any of the terms of this Agreement, please contact us on support@myfoodoffice.com before using the Services.

If you do not agree to this Agreement, you can not sign up for an account and shall not make use of any of the Services or the Site. You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.

Please read the "Terms of Service" for your complete legal requirements and commitments.

2 Account Registration

2.1 Company account and authorized representative

Upon registration, your account becomes a company account and you will be automatically granted administrator rights on behalf of a legal entity. This means that you are using the Site or Service for and on behalf of the legal entity.

You shall be presumed to be empowered by and/or properly authorized for and on behalf of that legal entity. You and the legal entity shall be jointly and severally subject to this Agreement. If you no longer remain a duly authorised representative of the legal entity, you shall be responsible to immediately inform your legal entity of your administrative rights and stop accessing your account. In this case the legal entity shall remain subject to the Agreement, and the legal entity shall proceed to change the user name and e-mail address of its administrator. Until a new authorised representative has been given access, you shall remain responsible as aforesaid. Foodsoft shall not be held liable if a person without the necessary power / non properly authorised person enter into this Agreement or user account with administrator rights for and on behalf of a legal entity.

Upon registration, you agree to provide us with complete and accurate information and to keep such information accurate and up-to-date during your course of use of our Service. Foodsoft will not be held liable for any incomplete or inaccurate account information. To register for an account, you or the person or people submitting the application (your "Representative") must provide us with relevant information such as your company name, email and password, address, email, phone number, business identification number, the nature of your business or activities, and certain other information about you that we require. Until you have submitted this, your account will be available to you in a limited way, and we may terminate it at any time and for any reason.

We may require you or your Representative to provide additional information or documentation demonstrating your Representative's authority. Without the express written consent of Foodsoft, neither you nor your Representative may register or attempt to register for an account on behalf of a user Foodsoft previously terminated from use of the Services.

The following special requirements apply to you if you are not at least 18 years old. If you are a legal entity, your Representative must either obtain the consent of your board or of an authorised officer; and if you are an individual or sole proprietor, your Representative must be your parent or legal guardian. Any such approving board, authorised officer, parent, or legal guardian is responsible to Foodsoft and is legally bound to this Agreement as if it had agreed to the terms of this Agreement itself.

2.2 Safeguarding of login credentials

It is your responsibility to protect your personal data and maintain the confidentiality of your user information and passwords. We shall not be held responsible for unauthorized access to your account arising from your failure to keep your login credentials safe and secure. You are also responsible for promptly notifying Foodsoft of any unauthorized use of your account, or breach of your account information or password. To the extent that such loss has not been caused due to gross negligence, willful misconduct, fraud or bad faith by Foodsoft, Foodsoft will not be liable for any loss that you may incur as a result of someone else using your username or password, either with or without your knowledge. To the extent allowable by the Applicable Law, you shall be liable for any expenses, including usage charges and fines, fees, civil judgments, and reasonable attorney's fees for your intentional or negligent failure to safeguard user and password information and/or promptly notifying Foodsoft about any unauthorized use of your account or breach of your account information or password.

2.3 Local user accounts and administrator responsibility

Administrator accounts may have the right to create additional user accounts within the entity and modify such user accounts' user rights. It is the administrator's sole responsibility to ensure that such new users are empowered by and/or properly authorized for and on behalf of that legal entity to carry the user access and rights granted. It is the administrator's sole responsibility to act and suspend user accounts created by the administrator, if it is required for any reason. Foodsoft shall not be held liable for any unauthorized access or use of local user accounts within an entity whatsoever.

2.4 Suspension of administrator account

The legal entity may request that Foodsoft suspend their administrator account. Foodsoft will aim to process such requests as soon as possible. We cannot guarantee that the suspension will be completed timely enough to protect against any misuse, and as such Foodsoft shall not be held liable for any unauthorized use of the administrator rights or administrator account at any point.

3 Disclosures and Notices; Electronic Signature Consent

a. Consent to Electronic Disclosures and Notices: By registering for an account, you agree that such registration constitutes your electronic signature, and you consent to electronic provision of all disclosures and notices from Foodsoft ("Notices"), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.

b. Methods of Delivery: You agree that Foodsoft can provide Notices regarding the Services to you through our website, or by mailing Notices to the email or physical address identified in your account. Notices may include notifications about your account, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to our website or emailed to you.

c. SMS and Text Messages: You authorize us to provide Notices to you via text message to allow us to verify your or your Representative's control over your Account (such as through two-step verification), and to provide you with other critical information about your account. Standard text or data charges may apply to such Notices.

d. Requirements for Delivery: As no surprise, you will need a computer or mobile device, Internet connectivity, and an updated browser to review the Notices provided to you. If you are having problems viewing or accessing any Notices, please email us on support@myfoodoffice.com and we will find another means of delivery.

e. Withdrawing Consent: Due to the nature of the Services, you will not be able to use the Services without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your Account.

4 Service

4.1 Service

The specific Service which is referred to throughout these Terms & Conditions, is a Software As A Service product marketed as MyFoodOffice. The core functionality of the Service is to allow for the creation, management and storage of the information required to manage recipes and generate food declarations. The typical user of our Service is a food producer, and the first version of our Service is built with a special focus on Bakeries. Therefore, if you are not using MyFoodOffice on behalf of a Bakery, some of our functionality may not be suitable to your needs. It is your complete responsibility to familiarize yourself with the features of MyFoodOffice prior to approving of paying for a Subscription Plan.

When you create a recipe in our Service, this utilizes some of the Ingredients you have added to your account. You may either add these to your account by creating them yourself, or you can add an ingredient that has already been uploaded to the system by a supplier of ingredients ("Supplier"). It is the sole responsibility of the Supplier to ensure that the information kept of MyFoodOffice is up-to-date, and as such this responsibility is not one held by FoodSoft.

The Service has a variety of tools for editing, deleting, importing, exporting and reporting information elements, that you can utilize to the extent that you require them.

Should you at any point discover any functionality of the Service that is not working in accordance with your demands, please contact us on support@myfoodoffice.com and let us guide you on proper usage.

4.2 Subscription Plans, Extent of Service and support

The extent of the Service(s) to which you may have access to may be dependent on the relevant Subscription Plan, Subscription Term and respective and timely payment of Service Fees to Foodsoft.

We offer several different Subscription Plans for our Services. The applicable Subscription Term depends on your choice. Your Subscription Plan is selected during your account registration process. Information about our standard plans can be found on our Pricing page. All fees quoted on our site are exclusive of VAT or any other taxes that may be applicable in your jurisdiction.

For additional information on our Subscription Plans, please contact us on support@myfoodoffice.com.

You may upgrade your Subscription at any time during your Subscription Term, upon which we will apply the respective fees on a pro-rata basis. You may also downgrade your Subscription at any time as well. However, this will take effect at the end of your current billing period. As such, no previously paid Subscription fees paid by you are subject to any form of refund from us.

Following your current Subscription Term, we reserve the right to amend the Subscription Plans and/or Subscription Term at any time or introduce new Service fees and/or subscription levels or charges. We will provide you with thirty (30) calendar days' written notice in advance which you will have the right to unsubscribe from, or change your current Subscription Plan, if you don't agree with these amendments. The changes in Service Fees takes effect only upon renewal of your current Subscription.

We will provide you with support to resolve general issues relating to your account and your use of the Services. This support includes resources and documentation that we make available to you either through MyFoodOffice, e-mail or Webinars (collectively "Documentation").

4.3 Trial, Renewal and Cancellation

Trial Period. The duration of the trial period is specified during the account creation process. At the end of the trial period, you will be prompted to complete any information that has not been completed until that point.

Renewal Term. You will be enrolled into an automatic renewing cycle for the same term at the conclusion of the Subscription Term (the "Renewal Term"). This applies to all Subscription Plans involving payment, and works the same for both monthly and annual renewals.

Cancellation. You are free to cancel your account at any given point by contacting us on support@myfoodoffice.com. Such cancellation will apply to all user accounts under your Administrative User, and will be effective at the end of your current Subscription Term. The account will be fully accessible until that point. We advise that all data is backed up prior to cancellation, as we do not accept responsibility for maintaining this data beyond the point of Subscription Term expiry following cancellation.

5 Your data ("Data")

In the course of performing the Services, Foodsoft will have access to some of your Data. All rights, title and interest in the Data is your exclusive property, except as otherwise provided for herein throughout this Agreement.

Foodsoft shall not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes, in whole or in part, any of your Data, except for – and without any further prior need of approval or consent from you ;

i) the purposes of the provision of performing the Services expressly provided for herein.

ii) to the extent you make use of ingredient data from the global library provided by your own supplier, inform your particular supplier of such use.

iii) the purpose to provide industry insight to the benefits of our users, perform analytical research and publish the results of this in which the data published are aggregated at industry and sector levels. We will ensure that your own disaggregated data will stay unpublished and kept confidential.

For the avoidance of doubt, Foodsoft will keep your Data confidential and maintain your Confidential Information in the strictest of confidence. In this respect, Foodsoft will not disclose or permit disclosure of your Data to any unauthorized person, and will only make such limited use as strictly necessary for Foodsoft to perform the Services. For the avoidance of doubt, all such rights to Foodsoft to use your Data shall be granted solely for the duration of this Agreement.

We reserve the right for us, our contractors and our employees, after obtaining your prior consent, to access your Account and the information that you have provided for support, maintenance and servicing purposes or for any security-related, technical or billing reasons.

You acknowledge and agree that Foodsoft may disclose any Data if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:

i) comply with legal process;

ii) enforce this Agreement;

iii) respond to claims that any of your content and/or Data violates the rights of Third Parties; or

iv) protect the rights, property, or personal safety of Foodsoft, the Site, the Services, its users, and the public.

Foodsoft commits to securely storing data on behalf of our customers in accordance with their Subscription and timeframes corresponding to each Subscription Plan. All data exceeding the stated timeframe will be routinely and permanently deleted from our systems.

You expressly acknowledge and accept that Foodsoft may delete Data that is no longer in use and exceeds the timeframes stipulated in the applicable Subscription Plan.

6 Confidential information

For the purposes of this agreement, you are the "Disclosing Party" and We are the "Receiving Party".

The entity in receipt of Confidential Information (the "Receiving Party") shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the other party (for the purposes of this section, the "Disclosing Party"). Receiving Party shall ensure restriction of access to Confidential Information to its employees, contractors and Third Parties as is commercially and reasonably required and shall require those persons to sign and abide by nondisclosure restrictions at least as protective as those contained within this Agreement. The Receiving Party shall not, without the prior written approval from the Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of the Disclosing Party, any Confidential Information. The Receiving Party shall return to the Disclosing Party any Confidential Information and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately where the Disclosing Party so requests in writing.

7 Guarantees and warranties.

Foodsoft warrants and represents to you that:

- The Service is provided in accordance with the Applicable Law;

- The Intellectual Property Rights (including without limitation all copyright, trademarks, design rights, Service marks, whether registered or unregistered) in any material provided by Foodsoft as part of the Site and/or the Services do not, to the best of Foodsoft's knowledge, infringe any Third Party Intellectual Property Rights when used in accordance with this Agreement;

- Foodsoft will only use your Data in accordance with this Agreement, including its annexes; and

- Foodsoft represents and warrants to you that it has all necessary rights and authority to enter into the Principal Agreement and any Addendum to perform the Services.

8 License, Copyright and Trademarks

8.1 Limited Licenses

Subject to this Agreement, Foodsoft grants You a limited, revocable, non-exclusive, non-transferable and non-assignable license to use the Service for enterprise, and commercial use subject to the other terms of this Agreement.

You hereby agree not to resell any part of the Service. You shall not transfer, lease, sub-license, modify, reverse engineer, decompile or disassemble the Service and/or any part of the Services. You shall not copy, adapt, alter, modify, translate, or create derivative works of the Site and/or Services without prior written authorization of Foodsoft.

You represent and warrant that you shall not use the Services for illegal purposes or for the transmission of information that may be classified as unlawful, libelous, abusive, obscene or that infringes any rights, including Intellectual Property Rights of others.

You shall not permit Third Parties to use the Services, including but not limited to shared use via a network connection, except under the terms of this Agreement. In order to protect the Intellectual Property Rights to the Services, you shall not circumvent or disable any technological features or measures in the Services.

You shall not use the Services, including in conjunction with, any device, program, or service designed to circumvent any deployed technological measures, in an attempt to control access to, or the rights in, a content file or other work protected by intellectual property laws.

Any such forbidden use shall constitute a material breach of this Agreement and shall prompt us, at our own discretion, to immediately terminate your account and right to access the Service. Any breach of this Clause shall make you liable for damages suffered by Foodsoft.

8.2 Proprietary Rights

Except as otherwise stated herein, all rights, titles and interest in the Site and/or the Services and any content contained therein is the exclusive property of Foodsoft. Unless otherwise specified, the Services are for your limited use only and if you copy or download any information from this Site and/or Service, you agree that you shall not remove or obscure any copyright or other notices or legends contained in any such information.

You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes, in whole or in part, any information, software, products or Services obtained from the Site and/or the Services, except for the purposes expressly provided herein, without Foodsoft's prior written approval.

Except for those Intellectual Property Rights that are already owned, registered or vested in your name, or those Intellectual Property Rights that are created by or for you during the duration of this Agreement, all Foodsoft trademarks, trade names, Service marks, logos and other Intellectual Property Rights in and to the Site and Services are proprietary to Foodsoft. Your use of any marks on the Site and Services in any manner other than as authorized in this Agreement, or as authorized in writing by Foodsoft, shall be strictly prohibited.

All your trademarks, trade names, service marks and logos are proprietary to you. Foodsoft's use of any of your marks in any manner other than as authorized in this Agreement, or as authorized in writing by you, is strictly prohibited.

Unless you specifically withdraw your consent to this clause by sending an email at support@myfoodoffice.com, you hereby acknowledge and consent to Foodsoft making use of any of your marks, logos and trade names to identify you as Foodsoft's customer on Foodsoft's Site and/or Services, in addition to any other marketing material.

In the event that you provide Foodsoft with any feedback, suggestions, comments or improvements with respect to the Site and/or Services, You hereby grant Foodsoft with a non-revocable, sub-licensable and royalty free right and license to make use of, copy, disclose, license, and distribute such feedback, suggestions, comments or improvements in any manner without any obligations, of whatever kind, towards you. Nothing in this Agreement shall be construed as a limitation on Foodsoft to make use, develop and market any Services incorporating the feedback, suggestions, comments or improvements that you have provided.

9 Termination of service

You or we may terminate this Agreement as a result of material breach by the other party of the terms hereof in this Agreement, if the defaulting party fails to cure such material breach within fifteen (15) calendar days of its receipt of written notice of the breach from the non-defaulting party.

In addition, we may immediately terminate this Agreement if you:

i) terminate your business activities or become insolvent;

ii) admit in writing to the inability to pay your debts as they mature;

iii) make an assignment for the benefit of creditors;

iv) become subject to direct control of a trustee, receiver or similar authority; or

v) do not pay the fees when due in accordance with your Subscription Plan.

In the event this Agreement is terminated for cause due to your uncured material breach, you agree, without limiting any of our other rights or remedies, to pay all remaining fees payable through the remainder of your Term.

In the event this Agreement is terminated for cause by you due to our uncured material breach, you shall be entitled to a pro rata refund of all fees previously advanced to us from the date of the termination through the end of the Subscription Term.

You may terminate this Agreement by requesting your account to be deactivated and deleted by emailing support@myfoodoffice.com. Foodsoft may also terminate your right to use the Site and/or Services with or without cause at any time. Foodsoft shall notify you via email to your registered email account if we terminate your account. Your obligation to pay accrued charges and fees accrued up to the date of termination, shall survive any termination of this agreement.

Upon expiration of the Subscription Term, or termination, howsoever occasioned, your Subscription Plan shall immediately terminate and consequently, your access to the Service will cease.

Rights and obligations under this Agreement which by their nature are intended to survive termination, including without limitation the indemnification and liability limitations provisions set forth in this Agreement, shall remain in full effect after termination or expiration of the Agreement.

10 Limitation of liability

You use the Internet solely at your own risk and subject to all applicable local, state, national, and international laws and regulations. While Foodsoft has endeavored to create secure and reliable Site and Services, Foodsoft is not responsible for the security of any information outside of its control.

The Site and/or Services may include links to certain websites, materials, or content developed by Third Parties. Foodsoft has not reviewed all of the sites linked to its Site and/or Services and shall not be responsible for the contents of any such linked material. The inclusion of any link does not imply endorsement by Foodsoft of such material and Foodsoft shall not be held liable in respect of any links contained therein. Use of any such linked material shall be at your own risk. Foodsoft reserves the right, in its sole and absolute discretion, to discontinue links to any other material at any time and for any reason.

You hereby declare that you are aware that as a result of the global nature of the Internet and World Wide Web, the Site and/or Services are available online and may generally be accessible from anywhere in the world at any time. Access to the Site and/or Services may not be legal by certain persons or in certain jurisdictions. Access to and use of the Site and/or the Services are at your own risk and you shall be responsible for compliance with the laws of your jurisdiction and any jurisdiction in respect of which you use the Site and/or Services. You agree to comply with all local rules regarding online conduct and acceptable content in any generated content. Further, Foodsoft shall have no liability for interruptions or omissions in Internet, network or hosting services. You assume the sole and complete risk of using the Site and the Services.

In no event shall Foodsoft, its owners, suppliers or any of their respective owners, directors, employees, contractors and/or agents be liable to you or any Third Party for any direct, indirect, special, exemplary, punitive or other consequential or incidental damages (including but not limited to any lost profits or revenue, interruption, loss of programs or other information, or any other pecuniary loss) arising directly or indirectly from

i) Your use of or access to the Site and/or Services, or any content, products or services distributed on or provided through the Site and/or Services,

ii) for any failure or interruption of the Site and/or Services; whether arising out of errors, omissions, loss of data, defects, viruses, interruptions or delays in operations or transmission or any other cause, whether based on warranty, contract, tort (including negligence) or any other legal theory, even if Foodsoft or its suppliers have been expressly advised of the possibility of such damages.

Certain jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, thus the above limitations may not apply to you.

In any event, and without prejudice to the above, Foodsoft's total maximum aggregate liability under this Agreement, or in respect of the use or exploitation of any part or all of the Site or Services, the content or user material in any manner whatsoever shall not exceed your annual aggregated Subscription Fee.

11 Disclaimer of Warranty

You expressly agree that use of the Site is at your sole risk and discretion. The Site and all content and other information contained on the Site is provided on an "AS IS" and "AS AVAILABLE" basis without warranty of any kind, whether express or implied. We shall use reasonable commercial efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services, however we makes no warranty that

i) the Site and content or information will be uninterrupted, timely, secure or error-free,

ii) the results that may be obtained from use of this Site will be effective, accurate or reliable. The Site may include technical mistakes, inaccuracies or typographical errors.

We reserves the right to change the Site content and information at any time without notice. Foodsoft strives to make the food labeling process as seamless as possible, but the Customer is ultimately responsible for the accuracy and compliance of Customer's food product labeling, costing, and recipe management.

12 Enforcing Security

Actual or attempted unauthorized use of any of the Site and/or Services may result in the institution by us of criminal and/or civil prosecution. For your protection, we reserve the right to view, monitor, and record activity on the Site and/or Services without notice or further permission from you, to the fullest extent permitted by the Applicable Law, and only in accordance with this Agreement. This right extends to our review of tracking activity and details pertaining to claimed violations by you. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with the investigation or prosecution of possible criminal activity on any of the Site and/or Services.

13 Indemnification

Our Indemnification Obligations: We agree to indemnify, defend, and hold you harmless from and against any claims brought by Third Parties arising from or relating to our violation of a Third Party's Intellectual Property Rights directly arising out of your use of the Services in accordance with the terms of this Agreement. Notwithstanding the foregoing, We shall have no indemnification obligation with respect to any claims

i) arising out of or related to your Data

ii) to your violation of any applicable laws; (iii) your violation, whether alleged or actual, of any Third Party rights, including but not limited to data protection and privacy rights.

Your Indemnification Obligations: You shall indemnify, hold harmless and defend Foodsoft, including any of its subsidiaries, officers, owners, partners, directors, employees, contractors, agents, subsidiaries, shareholders, licensors, suppliers and other partners ("Foodsoft Indemnified Parties"), to the maximum extent permitted, in full and in perpetuity, and at your own cost, from any third party liabilities, claims, costs, expenses, obligations, losses or damages, including indirect damages and consequential loss that may arise from

i) your unauthorised use of any material obtained through the Site and Services;

ii) your use and access to the Site and Services which is not in accordance withCthis Agreement; and

iv) your violation, whether alleged or actual, of any Third Party rights.

Indemnification Procedures: The parties' respective indemnification obligations above are conditioned on: (a) the indemnified parties giving the indemnifying party prompt written notice of the claim, except that the failure to provide prompt notice will only limit the indemnification obligations to the extent the indemnifying party is prejudiced by the delay or failure; (b) the indemnifying party has full and complete control over the defense and settlement of the claim; (c) the relevant indemnified parties providing assistance in connection with the defense and settlement of the claim (as long as the settlement does not include any payment of any amounts by or any admissions of liability, whether civil or criminal, on the part of any of the indemnified parties), as the indemnifying party may reasonably request; and (d) the indemnified parties' compliance with any settlement or court order made in connection with the claim.

The indemnifying party will indemnify the indemnified parties against:

i) all damages, costs, and attorneys' fees finally awarded against any of them with respect to any claim;

ii) all out-of-pocket costs (including reasonable attorneys' fees) reasonably incurred by any of them in connection with the defense of the claim (other than attorneys' fees and costs incurred without the indemnifying party's consent after it has accepted defense of such claim); and

iii) all amounts that the indemnifying party agreed to pay to any third party in settlement of any claims arising under this clause and settled by the indemnifying party or with its approval.

Infringement Remedy: If you are enjoined or otherwise prohibited from using any of the Services or a portion thereof based on a Third Party Intellectual Property infringement claim covered by our indemnification obligations under this Clause above, then we will, at our sole expense and option, either: (a) obtain for you the right to use the allegedly infringing portions of the Services; (b) modify the allegedly infringing portions of the Services so as to render them non-infringing without substantially diminishing or impairing their functionality; or (c) replace the allegedly infringing portions of the Services with non-infringing items of substantially similar functionality. If we determine that the foregoing remedies are not commercially reasonable, then we will promptly provide a prorated refund to you for any prepaid fees received by us under this Agreement that correspond to the unused portion of the Term. The remedy set out in this clause is your sole and exclusive remedy for any actual or alleged infringement by us of any Third Party Intellectual Property Rights in the event that you are enjoined or otherwise prohibited from using any of the Services or a portion thereof based on a claim covered by our indemnification obligations under this clause.

You shall be solely responsible with respect to defending any such claims, and for the payment of losses, costs, damages or expenses resulting from the foregoing to both a Third Party and to Foodsoft in connection therewith. You shall not, without the prior express written approval of Foodsoft, attempt to, or settle, dispose or enter into any proposed settlement or resolution of any claim (whether having been finally adjudicated or otherwise) brought against you, if such settlement or resolution results in any obligation or liability for Foodsoft. This clause shall survive the termination of this Agreement, howsoever occurred, and termination of your access and/or use of the Site or Services.

14 Waiver of Compliance of this Agreement

Our failure to enforce, at any time, any of the provisions, conditions or requirements of the Agreement, or the failure to require, at any time, performance by you of any of the provisions of the Agreement, shall in no way waive your obligation to comply with any of the provisions of the Agreement or our ability to enforce each and every such provision as written.

Any and all waivers by either party hereto of any provision, condition or requirement of the Agreement will only be effective against the other Party if it is in writing and signed by an authorized of that Party, and any such written waiver will not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

15 Assignment and Delegation

Subject to the obtaining of our prior consent in writing, you may assign or delegate any of the rights or obligations arising under the Agreement. Any purported assignment and delegation shall be ineffective if our prior written consent has not been obtained. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you.

16 Relationship of the Parties

Subject to the contrary set forth herein, nothing contained in these Terms shall be interpreted or construed to create a partnership, agency, single employer, joint employer or any other type of employment relationship between the parties hereto, or to impose liability attributable to such relationship upon either party. Neither party will have any right, power or authority to enter into any agreement on behalf of, to incur any obligation or liability of, or to otherwise bind the other party.

17 Changes in agreement

We may amend this Agreement from time to time. We will provide you with advance notice of the modifications via email to the email associated to your account and by posting a written notice on our Site and you hereby agree that this shall constitute adequate notice in this regard. All amended terms automatically take effect on the sooner of the day you use the Site and/or Services, or thirty (30) calendar days after they are initially posted on the Site.

Your use of the Site and/or Services following the effective date of any modifications to this Agreement will constitute your acceptance of the Agreement, as modified.

18 Governing law

This Agreement shall be governed by and interpreted under the laws of Norway, with Oslo District Court as legal venue.