Terms of Service

HEADSPACE TERMS OF SERVICE

These Foodpairing Terms of Service (“Terms of Service”) describe the terms and conditions pursuant to which the Service and all related services provided by Foodpairing, a limited liability company with registered office at Oktrooiplein 1, box 401, 9000 Ghent, registered with the Crossroads Bank for Enterprises under number 0818.030.890 (“Foodpairing”) are provided to the Customer. Hereinafter the parties may individually be referred to as a “Party” or jointly as the “Parties”.

  1. APPLICABILITY

1.1. By accepting these Terms of Service, either by clicking a box indicating acceptance, executing an Order Form or other document that references these Terms of Service, by using (or making any payment for) the Services, or by otherwise indicating acceptance of these Terms of Services, the use of the Service and other services rendered by Foodpairing will be governed by the Agreement. The general terms and conditions of the Customer are not applicable and are explicitly excluded, even if such general terms and conditions of the Customer would contain a similar clause. By entering into this Agreement on behalf of a legal entity, the individual accepting these Terms of Service represents that it possesses the necessary authority to bind that legal entity to the Agreement. All references to “the Customer” in these Terms of Service mean the person accepting these Terms of Service as an individual or the legal entity for which the representative is acting.

1.2. Prior to registration or login to the Platform, the Customer has been informed of these Terms of Service. Unless otherwise explicitly agreed upon in writing, the Customer will accept these Terms of Service prior to the first commissioning of the Platform.

1.3. The most recent version of the Terms of Service is available on the Website: https://getheadspace.ai/terms-of-service.

  1. DEFINITIONS

Agreement:

these Terms of Service, together with the Order Form and all other documents to which reference is made in these Terms of Service;

Authorized Users:

the users which are authorized to use the Service by means of an account created by Foodpairing or the Customer. Foodpairing may provide different categories of Authorized Users depending on the Subscription Plan to which the Customer subscribes and the permissions set;

Confidential Information:

means any and all information disclosed by the Providing Party to the Receiving Party that is (i) marked “confidential” or “proprietary”, including orally conveyed information designated confidential at the time of disclosure provided that it is reduced to a written summary marked “confidential” that is supplied to the Receiving Party within thirty (30) calendar days of the oral disclosure, or (ii) regardless of whether so marked or identified, all information that would reasonably be considered confidential, including, without limitation, pricing, terms, attachments, appendices and all information related to the software associated with the Agreement. Confidential Information of Foodpairing will be deemed to include non-public information about the Services. Confidential Information of the Customer will be deemed to include the Customer Input;

Concepts

means flavor or product development suggestions and conceptual product prototypes generated by the Platform;

Customer:

the party with whom Foodpairing has concluded the Agreement which may be an individual or legal entity;

Customer Input:

Data, information or material provided to or submitted to Foodpairing by the Customer or Authorized User during the use of the Service;

Data Protection Legislation:

the (supra)national privacy legislation applicable to the processing of personal data by the Customer or Foodpairing within the scope of the Agreement, such as, but not limited to: (i) the General Data Protection Regulation 2016/679 of April 27, 2016 (“GDPR”); (ii) the Belgian Privacy Law of 30 July 2018; (iii) the ePrivacy Directive 2002/58/EC of 12 July 2002, including future amendments and revisions thereof; and/or (iv) (future) national legislation regarding the implementation of the GDPR;

Documentation

means Foodpairing-provided documentation relating to the Services (e.g. user guides), as may be updated by Foodpairing from time to time;

Effective Date:

the date of commencement as specified in the Order Form;

Professional Services

means the professional services provided by Foodpairing pursuant to Section 8 of these Terms of Service;

Service:

the online service of Foodpairing including the Platform, API’s, integrations, features, and modules, as set forth in the Order Form; The Service includes AI-enabled features and capabilities that utilize generative AI, machine learning, or similar technologies;

Subscription Plan

means the applicable subscription level of packaged functionality and services as detailed in the Order Form and in the applicable Documentation;

Platform:

the Headspace platform as described in the Order Form and represented via https://www.getheadspace.ai;

Order Form:

any ordering documentation or online sign-up or subscription pages, regardless of form, agreed to between the Parties which sets forth the Services accessed by the Customer and any relevant pricing. Multiple Order Forms may be entered into under the Agreement;

Output

all Concepts, data, predictions, content, recommendations, reports, and other information of any kind, generated, created, produced or displayed through the Service or output as a result of the use by the Customer or Authorized User of the Service;

Term:

the duration of the Agreement as set forth in Section 11;

Virus:

a virus, cancelbot, worm, logic bomb, Trojan horse or other harmful component of software or data;

Website:

the Headspace website, namely: https://www.getheadspace.ai.
  1. LICENSE

3.1 Customer license. Subject to the terms and conditions of this Agreement, Foodpairing grants to Customer a renewable, personal, non-exclusive, non-transferable license (without the right to sub-license) to the Service during the Term in accordance with the Subscription Plan. During the Term, Customer gets access to the Service solely for Customer’s internal business purposes as of the Effective Date.

3.2 Authorized Users license. In accordance with the conditions set forth in this Agreement, Foodpairing grants to the Authorized Users a limited, personal, non-exclusive, non-transferable, (without the right to sub-license), for the Term to have access to the Service in accordance with the Subscription Plan, where applicable.

3.3 Updates and changes. Foodpairing reserves the right to make, in its sole discretion, from time to time, without prior notification to the Customer, standard (i.e. to all Foodpairing customers accessible) changes and updates to the functionality and/or documentation of the Service, provided they do not nullify or otherwise disregard the features and conditions of the Agreement.

3.4 Excluded usage. Customer will not have the right to:

  • license, sub-license, sell, transfer, distribute, share, rent, lease, or otherwise permit third parties to use the Service;
  • use the Service in order to circumvent Fees or in a way that would violate the applicable Subscription Plan, Documentation, or the Agreement;
  • publicly perform, display, modify, translate, or create derivative works based on the Service or Documentation;
  • use the Service in whole or in part for any other purpose, other than for the purposes provided for in this Agreement;
  • decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Service by any means whatsoever, or disclose any of the foregoing, or
  • use the Service in any way that is unlawful, illegal, fraudulent or harmful.

3.5 Integrity and confidentiality. In relation to the Authorized Users, the Customer undertakes that: (i) it will not allow or suffer any user accounts to be used by more than one individual Authorized User, (ii) that each Authorized User will keep a secure password for his use of the Service and (iii) that each Authorized User will keep his password confidential. The Customer is responsible for all acts by its Authorized Users in breach of this Agreement. Each Authorized User must use a unique identity to access and use the Service, and may access the Services only to the extent purchased by Customer (where applicable) and in accordance with the applicable Subscription Plan.

  1. FEES AND PAYMENT TERMS

4.1 Fees

4.1.1 Credits. To generate Concepts the Customer must use credits. The amount of available credits depends on the Subscription Plan. Any unused credits at the end of a subscription term will not transition to the next subscription term. If additional Concepts are needed, the Customer may purchase additional credits.

4.1.2. Fees. Customer agrees to pay the fees as set forth in the pricing schedule in the Order Form(“Fees”), which may consist of (i) the annual license Fee for the upcoming contract year, and (ii) any applicable Fees for Professional Services in accordance with article 8.2, that are not included in the license Fee.

4.1.3 Changes. Foodpairing may change its prices during the then current subscription term with effect from the Renewal Term provided such prices were communicated at least ninety (90) days before the expiry of the then current term or were agreed to in an Order Form.

4.1.4 Indexation. Foodpairing reserves the right to index the prices annually on 1 January based on the Agoria Digital Index published by the sector federation Agoria (or any other agreed equivalent index if the Agoria Digital index is no longer available) by applying the following formula: Pn = Po * [(0.2) + 0.8 * (S/So) ] where: "Pn" refers to the revised rate; "Po" refers to the initial rate as determined at the commencement of the Agreement; "So" refers to the Agoria Digital reference index as published by Agoria (the Reference Salary) at the commencement of the Agreement; "S" refers to the Reference Salary in the month prior to the revision. This indexation of prices will be communicated to the Customer in a timely manner.

4.2 Payment terms.

4.2.1 Payments. Foodpairing will issue an invoice either annually or monthly, as specified in the Order Form, at the start of the respective year or month. All payment obligations are non-cancellable and all amounts paid are non-refundable. Unless specified otherwise in an Order Form, all invoices for any charges under the Agreement are due and payable within 30 (thirty) days of the invoice date.

4.2.2 Taxes. Amounts due are exclusive of all applicable taxes, levies, or duties, and the Customer will be solely responsible for payment of all such amounts.

4.2.3 Currency and bank account. Insofar the Customer does not make use of the free trial as described under Section 15, all amounts should be paid in the currency as stated on the invoice. The payment should be done on the bank account as communicated by Foodpairing on the invoice.

4.2.4 Dispute. If the Customer is of the opinion that Foodpairing has incorrectly invoiced or charged, then the Customer will inform Foodpairing of this in writing within fifteen (15) days following the invoice or payment date, specifying the supposed error.

4.2.5 No transfer or set off. Invoices may not be transferred or set off without Foodpairing’s prior written consent.

4.3 Overdue payment.

4.3.1 Interest. Insofar applicable, all amounts not paid by the Customer on the due mentioned in the invoice date will bear interest at the applicable legal interest rate (with a maximum of [•] percent ([•] %)), as of the due date, as well as a lump sum indemnity equal to ten percent (10%) of the invoiced amount.

4.3.2 Service suspension. Foodpairing may also suspend access to the Service if the Customer fails to pay any amount due to Foodpairing under the Agreement within ten (10) days of the date of Foodpairing’s prior written notice of default.

4.3.3 Termination. The above is without prejudice to Foodpairing’s right to terminate the Agreement in accordance with Section 12 of these Terms of Service.

  1. INTELLECTUAL PROPERTY RIGHTS

5.1 Scope. Foodpairing and its suppliers retain all intellectual property rights, title and interests in and to the Service Documentation and underlying generation methodologies, data, and algorithms used to generate the Output. All rights in and to the Service and Documentation not expressly granted to Customer in the Agreement are reserved to Foodpairing. No license is granted to the Customer other than to use the Service, Documentation and Output expressly stated in the Agreement. The Foodpairing name and logo, and the product names associated with the Service are trademarks of Foodpairing or third parties and may not be used without Foodpairing’s prior written consent.

5.2 Foodpairing Indemnification. Foodpairing will defend, indemnify and hold harmless Customer (and its officers, directors, employees and agents) from and against all costs, liabilities, losses and expenses arising out of any valid and substantiated claim, suit, action or proceeding by any third party if resulting from an infringement of intellectual property rights by the Foodpairing Service (other than as a result of Customer Input). In the event of such a claim, Foodpairing may, in its sole discretion, (i) acquire a license free of charge protecting Customer from such claim, or (ii) replace the Service with a non-infringing Service, or (iii) where deemed If these remedies become unfeasible, Foodpairing may terminate the Service and the Agreement without fault, provided that in the event of such termination, the license fees Customer has paid for Services not yet provided at the date of termination will be refunded pro rata. This section determines the Customer’s sole and exclusive remedies for such infringements or alleged infringements to that effect.

5.3 Customer Indemnification. Customer agrees to defend, indemnify and hold harmless Foodpairing (and its officers, directors, employees and agents) from and against any and all claims, actions or demands of third parties (including, but not limited to: costs, damages and reasonable legal and accounting costs) arising from Customer Input that infringes the rights of third parties (including the violation of intellectual property rights).

5.4 Indemnification conditions. Each Party’s indemnity obligation will be conditional upon the following: (i) the indemnifying Party is given prompt written notice of any such claim; (ii) the indemnifying Party is granted sole control of the defense and settlement of such a claim; (iii) upon the indemnifying Party’s request, the indemnified Party fully cooperates in the defense and settlement of such a claim, at the indemnifying Party’s expense.

5.5 Feedback. Foodpairing is free (but in no way obligated) to use and incorporate any ideas, suggestions or recommendations provided by the Customer or its Authorized Users (“Feedback”) in the Service, without payment of royalties or other consideration to the Customer, provided however, the foregoing will not be construed as granting Foodpairing any right or license to the Customer’s patents, copyrights or trademark rights or other intellectual property right in the Feedback.

  1. CUSTOMER INPUT AND OUTPUT

6.1 Customer Input License. Subject to the terms of the Agreement, Customer grants Foodpairing a non-exclusive license to use, copy, store, transmit and display Customer Input to the extent necessary to provide the Service and to maintain it. However, all Customer Input provided by the Customer to Foodpairing remains the exclusive property of the Customer.

6.2 Customer responsibility. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, suitability and copyright permissions of all Customer Input. The Customer will also guarantee its legality, which means that it will respect all laws that apply to the Customer Input and the use of the Service. Customer represents and warrants it has all rights, licenses, and permissions needed with regards to the Customer Input.

6.3 License to the Output. Subject to the terms and conditions of this Agreement, Foodpairing grants to Customer a personal, worldwide, irrevocable, fully paid up, non-exclusive, transferable license to use, reproduce, modify, distribute, display, and otherwise exploit all Output generated by the Service for Customer’s internal product development purposes for the whole duration of the underlying intellectual property rights or the maximum duration allowed under applicable law.

  1. DATA PROTECTION

7.1. Terms. The terms “personal data”, “processing”, “(sub)processor” and “controller” have the meaning as assigned in the Data Protection Legislation.

7.2 Foodpairing as data controller.

7.2.1 Scope. Foodpairing is the data controller for the collection, storage and any other processing by Foodpairing of personal data of the Customer and/or Authorized Users where it involves individuals subscribing to the Service.

7.2.2 Privacy policy. This processing is done in accordance with the “Foodpairing Privacy Policy” which is an integral part of the Agreement. The Foodpairing Privacy Policy is available on the Website at https://getheadspace.ai/privacy. By signing the Agreement, the Customer declares to have read and agree to the terms of the Foodpairing Privacy Policy.

  1. SUPPORT AND PROFESSIONAL SERVICES

8.1 Support. Foodpairing will during the Term provide support and maintenance services relating to the Service on a best effort basis.

8.2 Professional Services.

8.2.1 Scope. Where agreed to in an Order Form and subject to the payment of the applicable Fees, Foodpairing will provide to the Customer the Professional Services set out in the applicable Order Form. Each such Order Form will incorporate by reference the terms of these Terms of Service and will set forth the Professional Services to be provided by Foodpairing, the applicable assumptions and Customer dependencies, the Fees and expenses to be paid to Foodpairing, the applicable acceptance criteria, if any, and such additional terms and conditions as the Parties may mutually agree.

8.2.2 Performance. Foodpairing will perform the Professional Services in a professional manner and will use reasonable skill and care in performing the Professional Services. Foodpairing will provide reasonable efforts to deliver the Professional Services in accordance with any delivery dates agreed upon by the Parties. However, any timeframe for performance will be indicative target dates only, unless expressly stipulated to be binding milestones in the Order Form.

8.2.3 Cooperation. The Customer will co-operate with Foodpairing and provide such assistance, information and equipment as reasonably requested by Foodpairing to be able to adequately perform the Professional Services. Where performance of the Professional Services is delayed by the Customer (or a third party acting under the Customer’s control or on the Customer’s behalf), including as a result of Customer dependencies not being met, any costs incurred by Foodpairing as a result thereof will be paid by the Customer. The Customer acknowledges and agrees that in the event the Customer fails to fulfil any of its obligations under the Agreement, the timeline and fees may be adversely impacted.

  1. DISCLAIMERS AND LIABILITIES

9.1 No Virus. To the best of Foodpairing’s knowledge, the Foodpairing Service upon delivery to Customer does not contain a Virus and Foodpairing will not knowingly program Viruses into the Service .

9.2. Service

9.2.1 No guarantees. Unless expressly provided otherwise in the Agreement, Customer accepts the Service “as is” without warranty of any kind, express or implied, including but not limited to warranties with respect to:

  • the use or performance of the Service, including, but not limited to: implied warranties of merchantability or fitness for a particular purpose;
  • the compatibility of the Service with applications, programs or platforms not specifically identified as compatible with the Service.

9.2.2 Damage types. To the maximum extent permitted by applicable law, the Parties will not be liable to each other for any special, indirect, incidental or consequential damages of any kind, including, but not limited to: damages or expenses resulting from loss of profit, loss of data, loss of turnover, loss of goodwill, business loss, purchase of replacement services, or physical or material damage arising out of or in connection with the Agreement (including, but not limited to: incorrect calculations, or the (mis)use of or inability to use the Service) regardless of the legal claim or theory of liability, whether based in tort, contract or otherwise.

9.2.3 Limitation of liability. Notwithstanding the foregoing, in the event that a Party is held liable, its aggregate liability arising out of or in connection with the Agreement will be the Fees paid by the Customer under the Agreement during the twelve (12) months prior to the event giving rise to a Party’s liability. Where the Customer uses the Services pursuant to a free Subscription Plan, the aggregate liability is limited to the amount of EUR 5.000.

9.3 Output disclaimer. All Output is made available to the Customer on an “as is” basis with no additional warranties, including but not limited to any result, market success or customer acceptance. The provisions of Section 9.2 therefore apply without prejudice to the Output. Due to the nature of the Service and artificial intelligence generally, Output may not be unique and other customers of Foodpairing may receive similar Output from the Service. Moreover, the Service may provide incomplete, incorrect or offensive Output that does not represent Foodpairing’s views. The Output is for informational purposes only. Customers are therefore advised to verify all Output. To the extent permitted under applicable law, Foodpairing will not be held liable for any damages or additional costs resulting from reliance upon the Output, except where such damages are due to Foodpairing’s gross negligence or willful misconduct.

9.4 General disclaimer. The Service as well as the Output is not intended to replace any individualized or professional advice. Foodpairing makes no guarantees as to the accuracy, correctness or relevance of the Service, nor the Output. Additionally, the Customer acknowledges and agrees that the Service generates Output and Concepts without consideration of international regulatory requirements, local product compliance standards or specific product characteristics such as shelf life, labeling requirements, necessary nutritional and/or health claims, allergen declarations, or other regulatory or marketing claims. Foodpairing does not guarantee that any generated Output or Concept will comply with applicable laws, regulations, or industry standards in any jurisdiction. The Customer will be solely responsible for reviewing, modifying, and ensuring the compliance of the Output with relevant requirements in the jurisdictions where they are used or implemented.

9.5 Customer use at own risk. The Customer is solely responsible for the use of any Output and assumes full liability for any claims, damages, or disputes arising from use of the Output, including but not limited to claims due to the infringement of the rights of third parties (including the violation of intellectual property rights). The Customer agrees not to use the Service to generate Output intended to replicate or infringe upon known trademarks, copyrighted works, or other protected materials. Under no circumstances will Foodpairing be held liable for any such claims or damages, regardless of their nature, except where such claims are directly attributable to Foodpairing’s gross negligence or willful misconduct. By using the Output, Customer agrees to indemnify, defend and hold Foodpairing harmless against any and all claims, liabilities, losses, or costs resulting from the Customer's use of the Output.

  1. CONFIDENTIALITY

10.1 Confidentiality obligation. Each Party (“Receiving Party”) undertakes, and undertakes its agents and its affiliates, to observe absolute confidentiality with regard to the Confidential Information it receives from the counterparty (“Providing Party”), which in particular implies that:

  • the Receiving Party may only use the Confidential Information of the Providing Party for its own account and when this is reasonably necessary for the execution of the Agreement;
  • each Party will keep the other Party’s Confidential Information confidential by means no less restrictive than those it uses for its own Confidential Information;
  • the Receiving Party will not disclose or in any way make available Confidential Information of the Providing Party to third parties (i.e. persons other than its employees or subcontractors who are bound by a duty of confidentiality and who need the same Confidential Information to fulfill the obligations of the Receiving Party under the Agreement), without the express written approval of the Providing Party;
  • the Receiving Party may not participate in or authorize others to engage in reverse engineering, disassembly or decompilation of any Confidential Information of the Providing Party;
  • no Receiving Party may directly benefit from the Confidential Information of the Providing Party.

10.2 Exclusions. The above obligations do not apply to information which: (i) is already in the possession of the Receiving Party and is not subject to a duty of confidentiality vis-à-vis the Party providing the information; (ii) is independently developed by the Receiving Party; (iii) has been made public, but not because of the fault of the Receiving Party; (iv) was lawfully learned by the Receiving Party directly from a third party who is not subject to an obligation of confidentiality; (v) has been released with the written consent of the Providing Party; or, finally, (vi) disclosed pursuant to a legal obligation, regulation or court order, provided that the Receiving Party promptly notifies the Providing Party of such demand and cooperates to obtain a protective order or similar treatment by any means necessary.

10.3 Disclosure in proceeding. When the Receiving Party is requested or required to disclose the Confidential Information of the Providing Party in a proceeding, the Receiving Party will, where permitted by law, immediately notify the Providing Party to enable it to contest such claim.

10.4 Consequences of Agreement termination.

10.4.1 Obligations. Upon termination or expiration of the Agreement, unless otherwise agreed in writing or otherwise in the Agreement, each Receiving Party will, at the request of the Providing Party, either (i) release all Confidential Information of the Providing Party, as well as any copies in its possession or under the control of the Receiving Party, return it to the Providing Party; or (ii) destroy all Confidential Information and copies thereof in the Receiving Party’s possession or control. The Receiving Party will subsequently certify in writing at the request of the Providing Party that the Receiving Party (including its personnel or agents) has not retained any copies.

10.4.2 Survival. The confidentiality obligation in this section remains in effect for two (2) years after the termination or expiry date of the Agreement.

  1. TERM

11.1 Term. The initial term of the Agreement (“Initial Term“) will commence on the Effective Date for a subscription term of one (1) year, unless otherwise specified in the Order Form.

11.2. Renewal Term. The Agreement will automatically renew for successive periods (each Term being a “Renewal Term“), commencing upon the expiration of the Initial Term, unless one of the Parties gives written notice of termination prior to the end of the Initial Term or the current Renewal Term, as further specified in the Order Form.

  1. TERMINATION

12.1 Grounds for Termination.

12.1.1 Breach by Customer. Foodpairing may immediately terminate the Agreement by written notice (or in its sole discretion, otherwise suspend access to the Service) due to a material breach by the Customer of the terms of the Service as set forth in Section 3.

12.1.2 Breach by either Party. Either Party may terminate the Agreement by notifying the other Party in writing if the other Party materially breaches the terms of the Agreement and fails to cure such breach within thirty (30) days of receipt of a notice of default.

12.1.3 Bankruptcy e.a. Either Party may terminate the Agreement by providing written notice to the other Party, effective as of the date such notice is issued, if the other Party becomes the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or terminates its business activities.

12.2 Consequences. Upon termination of the Agreement for any reason (i) Customer will immediately pay all Fees and other amounts due to Foodpairing under the Agreement, up to and including the date of termination, (ii) all usage rights granted to Customer under the Agreement, including the right to use the Service pursuant to Section 3, will automatically expire and (iii) Foodpairing will, upon Customer’s request, return a copy of the Customer Input in a common file format, to be determined by Foodpairing in its sole discretion. Termination of the Agreement for any reason will occur without prejudice to any right or remedy that has accrued prior to the actual termination.

12.3 Survival. The provisions of the Agreement that are explicitly or implicitly intended to survive termination must survive the expiry or termination of the Agreement.

  1. APPLICABLE LAW AND JURISDICTION

13.1 Applicable law. This Agreement will be reasonably interpreted in accordance with Belgian law (without giving effect to any laws of conflict).

13.2 Jurisdiction. The courts of Ghent will have exclusive jurisdiction over any dispute or controversy arising from or relating to the Agreement or its subject matter.

  1. THIRD-PARTY SERVICES

The Service may interoperate, integrate, or be used in connection with third party offerings and services (“Third-Party Services”). Foodpairing is not responsible for, and Foodpairing hereby disclaims any liability for, any act or omission of any provider of Third-Party Services or the operation of any Third-Party Services, including access to, modification of, or deletion of data, regardless of whether Foodpairing or a Service endorses, approves, or supports any such Third-Party Services. Foodpairing does not guarantee the interoperation, integration, or support of any Third-Party Services. Foodpairing may, at any time, in its sole discretion, modify the Service, which may result in the failed interoperation, integration, or support of Third-Party Services. The Customer has sole discretion whether to purchase or connect to any Third-Party Services, and the use of any Third-Party Services is governed solely by the terms of such Third-Party Services.

  1. FREE TRIAL

15.1 Free Trial. If the Customer registers for a free trial, Foodpairing will make the Service available to the Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period; (b) the start date of any subscription; or (c) termination of the trial by Foodpairing. Foodpairing reserves the right to modify or discontinue the free trial of the Customer at any time in its sole discretion and without notice.

15.2 Limitations. The free trial is intended solely for evaluation purposes, and may include only partial features, limited datasets, or restricted access to the full capabilities of the Service. Performance and results may not reflect the quality or scope of the full version.

  1. MISCELLANEOUS

16.1 Amendment. Foodpairing reserves the right to amend its Terms of Service from time to time upon notice to the Customer (via email, on the Website or the Service) These changes will enter into force fifteen (15) calendar days after written notice from Foodpairing to the Customer. In the event the Customer does not accept these material changes, the Customer has the right to terminate the Agreement in accordance with article 11.2 where the subscription will terminate upon the first Renewal Term and such new amended Terms of Service will not apply for the then-current subscription term. Where the Customer has not notified Foodpairing of such termination within the aforementioned fifteen (15) calendar days period, Customer irrevocably and unconditionally accepts such changes and will no longer be entitled to terminate the Agreement.

16.2 Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision(s) will be construed to reflect, as nearly as possible, the intent of the invalid or unenforceable provision(s), while all other provisions will remain in full force and effect.

16.3 No agency. No joint venture, partnership, employment, or agency relationship exists between the Customer and Foodpairing based on the Agreement or use of the Service.

16.4 No waiver. A Party’s failure to enforce any right or provision in the Agreement will not constitute a waiver of that right or provision unless acknowledged by that Party in a written agreement.

16.5 Force majeure. In the event that performance of the Agreement by either Party is prevented, hindered, delayed or otherwise impracticable due to flood, riot, fire, judicial or governmental action, labour disputes, natural disasters, epidemics/pandemics (and judicial or governmental action related thereto) or other causes beyond the control of the Party, such Party will be excused to the extent that performance is prevented, hindered or delayed by such causes.

16.6 Assignment. The Agreement may not be assigned by Customer without Foodpairing’s prior written consent but may be assigned by Foodpairing to (i) a parent or subsidiary company; (ii) an acquirer of all or substantially all of Foodpairing’s assets involved in the operations relevant to this Agreement, or (iii) a successor by merger. Any purported transfer made in violation of this section will be null and void.

16.7 Notice. Any notice given under the Agreement must be in writing and delivered by email to the following addresses (or alternative addresses as provided in writing by each Party): info@foodpairing.com (to Foodpairing) and the primary billing address (to Customer). All notices will be deemed to have been received the second business day following the email transmission.

16.8 Entire Agreement. The Agreement, together with any applicable attachment(s), constitutes the entire agreement between the Customer and Foodpairing and supersedes all prior or contemporaneous, written or oral, negotiations, discussions or agreements between the Parties with respect to the subject matter of the Agreement. An amendment or modification to the Agreement is only binding if it is in writing and signed by the authorized representatives of the Parties.