SHERLOCK - TERMS OF USE

USE OF THE SHERLOCK PLATFORM

1. GENERAL

1.1. SHERLOCK. The following Terms of Use of SHERLOCK (the ToU) shall apply to the access and use of the SHERLOCK’s platform which is a tool allowing F&B business owners to manage different services in one single platform (the SHERLOCK Platform), accessible through mobile and online applications (the App), and through the website accessible at sherlock.foodetective.co and any other features available at the same URL address (the Website), which are provided by The Food Detective SA, rue de la Terrassière 23, c/o Mario Tassistro,1207 Genève, Switzerland (FOODETECTIVE).

1.2. Acceptation of the ToU. Any access or use of the SHERLOCK Platform are subject to the terms of these ToU as may be amended from time to time. Anyone who accesses, browses and/or uses the SHERLOCK Platform through whatever channel (each a User) acknowledges to have read, understood and agreed to the terms of these ToU and the Privacy Policy accessible at sherlock.foodetective.co.

1.3. Links to third party platforms. The SHERLOCK Platform may contain links to third party platforms maintained by other content providers. FOODETECTIVE hereby disclaims any representations and warranties regarding the content or accuracy of materials on such third party platforms.

1.4. Amendments. The terms of these ToU may be amended from time to time and such amendments shall be notified to Users on the Website or through the App. By continued access or use of the SHERLOCK Platform after any amendment of the terms of these ToU, Users agree to be bound by any such amendment.

2. REGISTRATION

2.1. Account. Access to the SHERLOCK Platform and sections of the SHERLOCK Platform require the registration of an account by the Users and the registration of their name and e-mail address (the Account) and to sign-in before they can be used. By registering an Account or using the SHERLOCK Platform through any other means, Users warrant that they are the age of legal majority, but at least 18 years old, and have unrestricted legal capacity in their country of domicile or residence. For the avoidance of doubt, if the User is a legal entity, any subscription for the use of the SHERLOCK Platform by any of its employees, agents or representatives, on behalf of the User, is deemed as acceptance of the terms of these ToU by the User. If you are subscribing for the use of the SHERLOCK Platform on behalf of the User, you represent and warrant that you are duly authorized to do so.

2.2. Accuracy. Users warrant that all information provided to FOODETECTIVE in the registration process or otherwise is true and accurate. Users shall keep such information up to date at any time.

2.3. Confidentiality. Users agree to keep their login and password confidential. Users acknowledge that they are fully responsible for the use that is made of their Account, including any third party use irrespective of whether Users authorized such use or not. Users shall be fully liable for any losses and/or damages that may result from any such use. Users agree to immediately notify FOODETECTIVE of any unauthorized access or use of their Account or any other breach of security.

2.4. Cancellation of Account. As long as the User has not activated any Subscription on the SHERLOCK Platform, FOODETECTIVE reserves the right to temporarily or permanently cancel an Account at any time without notice and without any compensation, for any reason whatsoever, without incurring any liability.

3. USE OF THE SHERLOCK PLATFORM AND LICENSE

3.1. License. Subject to the Users’ compliance with the terms of these ToU, FOODETECTIVE grants the Users a non-exclusive, non-transferable, revocable and limited license, without right of sublicense, to use the SHERLOCK Platform, including without limitation and if available the features accessible on such platform available upon subscription (the Features).

3.2. Features provided by third parties. Part of the Features may be provided by third parties and/or require the use of platforms maintained by other content providers in which case the terms and conditions applicable to the provision of such services and/or use of such platforms shall apply to the provision of the Features in addition to the terms of these ToU. The use of such Features may also be subject to the payment of a fee by the User, who may be requested to provide additional data to FOODETECTIVE and to third parties providing the relevant Features.

3.3. Restrictions. To the extent permitted by applicable law, Users are not allowed to (i) copy, modify or create derivatives of the SHERLOCK Platform or the Features, in particular of the App; (ii) resell, transfer, assign, lease, lend, or license the SHERLOCK Platform or the Features, in particular the App, to third parties; and (iii) deep-link, reverse engineer, disassemble or monitor (e.g. spider, scrape) the SHERLOCK Platform or the Features, in particular the App. Without prejudice to the terms of these ToU, FOODETECTIVE and/or its licensors reserve all rights on the SHERLOCK Platform or the Features not expressly granted herein.

3.4. No obligations. Except as provided expressly therein, FOODETECTIVE shall have no obligation to monitor the use of the SHERLOCK Platform or to edit, review or modify any content of the SHERLOCK Platform or the Features. FOODETECTIVE reserves its right to edit, review or modify the content of the SHERLOCK Platform or the Features without prior notice at any time, including without limitation for purposes of compliance with the terms of these ToU or any applicable law. FOODETECTIVE reserves its right to investigate on any infringement or behavior affecting the SHERLOCK Platform or the Features and to cooperate with competent authorities in case of violation of any applicable law.

3.5. Representations and warranties of the Users. Users represent and warrant that (i) they will not infringe, or cause a third party to infringe, any applicable law or regulation by using the SHERLOCK Platform or the Features; (ii) they will not use their Account and the SHERLOCK Platform or the Features for any unlawful purpose; (iii) they will not infringe any intellectual property right, or other proprietary right or right of publicity or privacy, by using the SHERLOCK Platform or the Features; (iv) they will not include incomplete, false or inaccurate information about themselves or any information about any other individual, company or other legal entity; and (v) their use of the SHERLOCK Platform or the Features shall not contain any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

3.6. Availability. FOODETECTIVE undertakes to use its best efforts to provide an uninterrupted accessibility of the SHERLOCK Platform to User during working hours, subject to any necessary maintenance work that FOODETECTIVE may have to carry out.

3.7. Support. Application management support for the SHERLOCK Platform shall consist of help by FOODETECTIVE to the User in the use and/or access to the SHERLOCK Platform (without any guarantee as to the result or success of any such help), or be as set forth in FOODETECTIVE Support Policy (if any), as may be amended from time to time.

4. PRIVACY AND DATA PROTECTION

The Privacy Policy applicable to the SHERLOCK Platform is accessible at sherlock.foodetective.co.

5. THIRD-PARTY CONTENT

The SHERLOCK Platform or the Features may contain content and/or software components incorporated into the SHERLOCK Platform or the Features or provided therewith, developed, distributed and/or licensed by third parties (Third-Party Content). Such Third-Party Content shall be licensed, and the User shall use such Third-Party Content under, and strictly in accordance with, the applicable terms and conditions by the respective third-party. Nothing in these ToU shall restrict, limit or otherwise affect any rights or obligations that the User may have, or conditions to which User may be subject, under any applicable open source licenses to any open source software which may be incorporated in and/or provided together with the SHERLOCK Platform or the Features.

6. INTELLECTUAL PROPERTY

As between FOODETECTIVE and the Users, FOODETECTIVE shall remain the sole owner of all rights, title and interest, in particular, all intellectual property rights, in and to the SHERLOCK Platform and the Features, subject to any Third-Party Content. Nothing in these ToU shall operate any assignment or transfer of any intellectual property rights to the Users. The Users expressly acknowledges that any infringement of FOODETECTIVE’s intellectual property rights will cause irreparable harm to FOODETECTIVE, for which monetary damages alone would be inadequate, and that FOODETECTIVE may thus seek injunctive relief or any other remedy available at law in any jurisdiction, in case of such infringement. Should the User become aware of any infringement or imminent risk of any infringement of any intellectual property rights pertaining to the SHERLOCK Platform or the Features, the User shall immediately inform FOODETECTIVE and provide all useful information on such infringement or risk of infringement. FOODETECTIVE shall have the exclusive power to decide on any action to be taken with respect to such infringement or risk of infringement. User shall, at its own costs, provide FOODETECTIVE with all reasonable assistance required by FOODETECTIVE to protect its intellectual property rights, in accordance with its instructions.

FEATURES & SUBSCRIPTION

7. FEATURES

7.1. Features. The Features available to the User are indicated on the SHERLOCK Platform and the User may select Features from the list available on the SHERLOCK Platform. Depending on the Subscription activated by the User, certain Features may not be available and, where Features are provided by third parties, they may be subject to the payment of an additional fee by the User, who may also be requested to provide additional data to FOODETECTIVE and to third parties providing the relevant Features.

7.2. Subscriptions. All the subscription models (the Subscriptions) available to the User are indicated on the SHERLOCK Platform, together with the content and fees applicable for such Subscriptions. Subscriptions shall be (i) valid for one month for the monthly Subscriptions, for 12 months for the annual Subscriptions, or for any other term expressly indicated on the SHERLOCK Platform, and (ii) automatically renewed upon expiry of the then current Subscription term, for consecutive Subscription terms of the same duration or any other duration expressly indicated on the SHERLOCK Platform, subject to prior written notice of non-renewal (including by e-mail) by the User received by the FOODETECTIVE, no later than on the last day of the then current term of such Subscription.

7.3. Changes. Changes of the Features and/or the Subscriptions shall become effective as indicated to the User by FOODETECTIVE. If no further specification is provided by FOODETECTIVE, changes shall become effective: (i) immediately upon notice to the User for any additional Features and/or Subscriptions; and (ii) as of the next renewal for any current Subscription. If the Subscription is no longer available upon its renewal, such Subscription shall automatically be transformed into a Subscription under the next closest Subscription existing as of its renewal, as advised by FOODETECTIVE.

7.4. Fees. The applicable fees to be paid by the Users to FOODETECTIVE as per the relevant Subscriptions of the User and/or the use of Features provided by third parties (if any) shall be paid in advance directly on the SHERLOCK Platform. the fees are drawn automatically the first day of each month by using the credit card information indicated by the User for the Subscriptions. Unless otherwise indicated, such fees are non-refundable and shall be in Euro (EUR) and exclusive of any taxes. In the event of a delay in payment by the User, the relevant fees will be subject to interest at the Euribor rate + 5% (at a minimum of 5%).The continued use of the SHERLOCK Platform and the Features by the User shall be subject to the payment of all applicable fees.

8. SUSPENSION AND TERMINATION

Users agree that FOODETECTIVE may, at FOODETECTIVE’s sole discretion, suspend or terminate their Account and/or any Subscription, and/or their access and/or their use to all or part of SHERLOCK Platform and the Features with or without notice in case of breach of the terms of these ToU (in particular in case of non-payment of the relevant fees due by the User). Any suspected illegal, fraudulent or abusive activity may be grounds for terminating their relationship and may be referred to appropriate law enforcement authorities. Upon suspension or termination, their right to access and/or use the SHERLOCK Platform and the Features will immediately cease, including any license for the use of the SHERLOCK Platform or the Features pursuant to Section 3.1. Subject to applicable law, FOODETECTIVE reserves the right to remove or delete any information and/or content, in particular any Account or login information.

GENERAL PROVISIONS

9. NO WARRANTIES AND LIABILITY

9.1. No warranties. Users agree that their access and use of the SHERLOCK Platform or the Features shall be at their sole risk and liability. Users acknowledge that the content of the SHERLOCK Platform or the Features is provided to them “as is” and “as available”, and that to the fullest extent permitted by applicable law, FOODETECTIVE disclaims all warranties, express or implied, in connection with the SHERLOCK Platform or the Features.

9.2. No further representations and warranties. Furthermore, FOODETECTIVE makes no warranties or representations about and bears, unless fraudulent intent or gross negligence, no liability for (i) the accuracy or completeness of the content of the SHERLOCK Platform or the Features, such as errors, mistakes, inaccuracies of content, as well as its timely and proper delivery; (ii) limitations to access and use of the SHERLOCK Platform or the Features; (iii) personal injury; or (iv) property damage, of any nature whatsoever resulting from (a) the Users’ access or use of the SHERLOCK Platform or the Features; (b) any unauthorized access or use of any and all data, personal information and/or financial information stored through or on the SHERLOCK Platform or the Features; (c) any interruption or cessation of transmission to or from the SHERLOCK Platform or the Features; (d) any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the SHERLOCK Platform or the Features by any third party; (e) any errors or omissions in any content; (f) or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, published, uploaded, linked from, or otherwise made available via the SHERLOCK Platform or the Features.

9.3. No liability. To the extent permitted by applicable law, FOODETECTIVE waives all liability for any direct, indirect, consequential or special losses or damages of any kind whatsoever, arising from, or in connection with, the access and use of the SHERLOCK Platform or the Features, including authorized or unauthorized third party use of Accounts, provided on or otherwise in connection with the SHERLOCK Platform or the Features.

10. INDEMNIFICATION

Users shall defend, hold harmless and indemnify FOODETECTIVE for any claim, demand, dispute, litigation, damage or loss (including reasonable attorney’s fees) incurred by FOODETECTIVE arising out of the Users’ access and use of the SHERLOCK Platform or the Features and/or any infringement of the terms of these ToU.

11. MISCELLANEOUS

11.1. Severability. If any provision of these ToU is or becomes invalid, unenforceable or non-binding, this shall not affect any other provision thereof. In such event, such invalid, unenforceable or non-binding provision shall nonetheless be enforced to the fullest extent permitted under applicable law, insofar as the invalid, unenforceable or non-binding provision shall be replaced by a valid, enforceable and binding provision reflecting to the greatest extent possible the intent of the original provision.

11.2. No Waiver. The failure of FOODETECTIVE to enforce any of the provisions of these ToU or any rights with respect thereto shall in no way be considered as a waiver of such provisions or rights or in any way affect the validity of these ToU. The waiver of any breach of these ToU by FOODETECTIVE shall not be construed as a waiver of any other prior or subsequent breach.

11.3. No Assignments. Users shall not be permitted to assign any rights created under the terms of these ToU without the prior written consent of FOODETECTIVE.

12. CONTACT

If Users have any questions regarding the SHERLOCK Platform, the Features, or the ToU please contact FOODETECTIVE at hello@foodetective.co.

13. GOVERNING LAW AND JURISDICTION/h2>

13.1. Governing Law. These ToU shall be governed by and construed in accordance with Swiss substantive law, without reference to its conflict of laws provisions.

13.2. Jurisdiction. Any dispute or difference arising out of or in relation to these ToU shall be subject to the exclusive jurisdiction of the courts of Geneva, Switzerland, subject to the right of appeal to the Swiss Federal Tribunal.