FOODPAIRING TERMS OF SERVICE

Version 4.0 – January 2026

These Foodpairing Terms of Service (“Terms of Service“) describe the terms and conditions pursuant to which Foodpairing NV, a limited liability company with registered office at Oktrooiplein 1, box 401, 9000 Ghent, Belgium, registered with the Crossroads Bank for Enterprises under number 0818.030.890 (“Foodpairing“) provides the Services and access and use rights to the Platform to the Customer. Hereinafter the parties may individually be referred to as a “Party” or jointly as the “Parties“.

  1. APPLICABILITY
    • By accepting these Terms of Service—whether by clicking a box indicating acceptance, executing an Order Form or Statement of Work that references these Terms of Service, by using (or making any payment for) the Services, or by otherwise indicating acceptance—the Customer agrees to be bound by this Agreement. The general terms and conditions of the Customer are not applicable and are explicitly excluded. 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. All references to “Customer” mean the person accepting these Terms of Service as an individual or the legal entity on whose behalf acceptance is made.
    • The most recent version of the Terms of Service is available at: https://www.foodpairing.com/terms-of-service.
    • In case of conflict between these Terms of Service and a Statement of Work, the Statement of Work shall prevail to the extent of such conflict.
  2. DEFINITIONS
Term Definition
Agreement These Terms of Service, together with the applicable Order Form(s), Statement(s) of Work, Data Processing Addendum, and all other documents incorporated by reference.
API The application programming interface(s) provided by Foodpairing enabling programmatic access to the Platform and Services.
AI Systems A machine-based system designed to operate with varying levels of autonomy (and that may adapt after deployment) which, for explicit or implicit objectives, infers from its inputs how to generate outputs (e.g., predictions, content, recommendations, or decisions) that can influence physical or virtual environments.
AI-Generated Output Concepts, data, predictions, recommendations, formulations, insights, and other content generated autonomously by the Platform’s AI Systems based on Customer Input and underlying models.
Analytical Data Data derived from the chemical, sensory, or physical analysis of products or materials, including but not limited to aroma compound profiles, taste characteristics, texture measurements, and flavor fingerprints.
Artificial Intelligence (AI) System Any machine-based system that, for any explicit or implicit objective, infers from inputs how to generate outputs, including content, decisions, predictions, or recommendations.
Authorized Users Users authorized by Customer to access and use the Services via accounts created by Foodpairing or Customer, subject to the Subscription Plan.
Background IP All Intellectual Property Rights owned by or licensed to Foodpairing or any of its affiliates, or developed by or on behalf of Foodpairing, independently of this Agreement, including but not limited to: the Platform, algorithms, data models, machine learning models, data science methodologies, proprietary datasets, software, and core technology.
Commercial Materials Products, SKUs, or raw materials (food or non-food) that are commercially available for purchase on the open market at the time of analysis.
Confidential Information Any information disclosed by one Party to the other that is (i) marked “confidential” or “proprietary”, or (ii) would reasonably be considered confidential, including pricing, technical specifications, and business strategies. Customer Data is Confidential Information of Customer.
Customer Background IP All Intellectual Property Rights owned by or licensed to Customer or its affiliates, independently of this Agreement.
Customer Data All data, information, or materials provided to Foodpairing by Customer or Authorized Users in connection with the Services, including but not limited to proprietary formulations, consumer research data, and business information. Customer Data is classified as “Restricted” or “Confidential” under Foodpairing’s Data Classification Policy.
Customer Input Data, information, or material submitted by Customer or Authorized Users during use of the Platform.
Customer-Specific Model A separate, isolated instance of Foodpairing’s AI model that is deployed exclusively for a specific Customer, trained or fine-tuned using Model Training Data provided by that Customer, and logically and technically segregated from Foodpairing’s general-purpose models and from models deployed for other customers.
Data Processing Addendum (DPA) The data processing terms attached hereto or incorporated by reference governing the processing of personal data.
Documentation Foodpairing-provided documentation relating to the Services, as updated from time to time.
Effective Date The date of commencement as specified in the Order Form or Statement of Work.
Fees The amounts payable by Customer as set forth in the Order Form or Statement of Work.
Intellectual Property Rights Patents, copyrights, trademarks, trade secrets, database rights, design rights, and all other intellectual property rights, whether registered or unregistered.
Model Training Data Customer Data expressly designated by Customer in a Statement of Work for the purpose of training, fine-tuning, or optimizing a Customer-Specific Model.
Prototype Materials Non-commercially available product samples, experimental formulations, or pre-launch materials provided by Customer to Foodpairing for analysis.
Order Form Any ordering documentation agreed between the Parties setting forth the Services, Subscription Plan, and pricing.
Output All AI-Generated Output and Traditional Deliverables, as applicable.
Platform The Foodpairing innovation platform, including the software, features, modules, and updates as set forth in Subscription Plan, Order Form and the Documentation.
Professional Services Consultancy, training, implementation, and support services provided by Foodpairing pursuant to a Statement of Work.
Security Incident A suspected, attempted, successful, or imminent threat of unauthorized access, use, disclosure, breach, modification, or destruction of Customer Data.
Section A section / clause / article of this Agreement.
Services Collectively, use and access rights to the Platform, API, Professional Services, and any other services provided under this Agreement.
Statement of Work (SOW) A document specifying the scope, deliverables, timeline, and fees for Professional Services.
Subscription Plan The applicable subscription level and associated features as detailed in the Order Form.
Subscription Term The duration of the access and use rights to the Platform and/or API as set forth in the applicable subscription level and Order Form.
Term The duration of this Agreement as set forth in Section 13.
Traditional Deliverables Reports, presentations, documentation, analyses, and other work product created by Foodpairing personnel specifically for Customer under a Statement of Work.

 

  1. SERVICES
    • Service Categories. Foodpairing provides the following categories of Services, as specified in the applicable Order Form or Statement of Work:
      • Platform Access. Access to the Foodpairing AI-powered innovation platform for generating AI-Generated Output, subject to the Subscription Plan.
      • API Access. Programmatic access to Foodpairing’s data and capabilities via the API, subject to applicable usage limits as specified in the Order Form or Statement of Work.
      • Professional Services. Consultancy, training, implementation support, and other services as described in the applicable Statement of Work, including the creation of Traditional Deliverables.
      • Support. Technical support and maintenance as specified in the Order Form or Subscription Plan.
    • Statement of Work. A Statement of Work may specify: (i) Scope of Services; (ii) Deliverables; (iii) Timeline and milestones; (iv) Fees and payment schedule (monthly subscription/retainer amount); (v) Credit or token allocations (if applicable); (vi) Acceptance criteria (if applicable); (vii) Customer dependencies and assumptions; and (viii) Change request process. A Statement of Work will only be valid if (electronically) signed by both Parties.
  2. LICENSE
    • Platform License. Where Platform Access is included, subject to the terms of this Agreement and the timely payment of the related Fees, Foodpairing grants Customer a non-exclusive, non-transferable, revocable right (without the right to sublicense) during the Subscription Term to access and use the Platform and Services solely for Customer’s internal business purposes and in accordance with the Subscription Plan.
    • Authorized Users. Customer may permit Authorized Users to access the Services. Customer is responsible for all acts and omissions of its Authorized Users. Each Authorized User must use a unique identity to access the Services and keep login credentials confidential.
    • API License. Where API access is included, subject to the terms of this Agreement and the timely payment of the related Fees, Customer is granted a non-exclusive, non-transferable license during the Subscription Term to access the API in accordance with the usage limits, rate limits, and technical specifications set forth in the Order Form and Documentation.
    • Restrictions. Customer shall not, except if such right is explicitly granted to Customer and cannot be waived under applicable law:
      • license, sublicense, sell, transfer, distribute, or permit third parties to use the Services;
      • use the Services to develop any product or service that competes with Foodpairing;
      • modify, translate, or create derivative works of the Platform or Documentation (except as expressly permitted for Output);
      • reverse engineer, decompile, or disassemble any part of the Services;
      • use the Services to train, develop, or improve any AI Systems not owned by Foodpairing;
      • use the Services in any unlawful manner or in violation of applicable laws;
      • circumvent usage limits, Fees, or technical restrictions;
      • attempt to defeat security restrictions on Foodpairing systems and applications;
      • introduce any virus, worm, Trojan horse, or other malicious code into the Services;
      • use the Services to transmit, store, or make available any material that is illegal, defamatory, or infringes third-party rights;
      • interfere with, disrupt, or attempt to gain unauthorized access to the security, integrity, or availability of the Services, the Platform, or any related systems or networks.
    • Foodpairing may update the API and the Platform from time to time, provided such updates do not materially diminish the core functionality during the Subscription Term. Changes follow Foodpairing’s change management Policy.
    • Customer Background IP and Customer Data License. The Customer grants Foodpairing a non-exclusive, non-transferable, revocable right to use Customer Background IP and Customer Data to the extent required to adequately provide the Services.
  3. INTELLECTUAL PROPERTY
    • Background IP
      • Foodpairing Background IP. Foodpairing retains all right, title, and interest in and to its Background IP, including any Intellectual Property Rights vested in the the Platform, underlying algorithms, models, data science methodologies, proprietary datasets, core technology, and any improvements to the foregoing. Nothing in this Agreement transfers ownership of Background IP to Customer.
      • Customer Background IP. Customer retains all right, title, and interest in and to its Customer Background IP.
    • Traditional Deliverables. All Traditional Deliverables shall be owned by Customer upon delivery and payment of applicable Fees, excluding any Foodpairing Background IP incorporated therein. Foodpairing grants Customer a non-exclusive, perpetual, worldwide, royalty-free license to use any Background IP embedded in Traditional Deliverables solely as part of and in connection with such Deliverables.
    • AI-Generated Output
      • Ownership. Customer shall own all AI-Generated Output created under this Agreement, subject to subsection (b) below.
      • License to Embedded Background IP. To the extent AI-Generated Output incorporates or is derived from Foodpairing’s Background IP, such Background IP remains the property of Foodpairing. Foodpairing hereby grants Customer a non-exclusive, perpetual, worldwide, royalty-free license to use, modify, sublicense, and commercialize any Background IP embedded in AI-Generated Output, solely as part of or in connection with such Output, without restriction on Customer’s field of use.
      • Nature of AI-Generated Output. The Parties acknowledge that the API and the Platform generate Output autonomously based on Customer Input, underlying models, and available data. Foodpairing does not manually control or predetermine specific Output. As a result, Foodpairing cannot guarantee that Output generated for other customers (operating independently on the Platform) will not overlap in part with Output generated for Customer.
    • Customer Data
      • Ownership. All Customer Data remains Customer’s exclusive property.
      • Restrictions on Use. Foodpairing shall:
    • Use Customer Data solely to provide the Services under this Agreement;
    • Classify Customer Data as “Restricted” or “Confidential” under Foodpairing’s Data Classification Policy;
    • Not use Customer Data to train, develop, or improve general-purpose AI models accessible to third parties;
    • Not disclose Customer Data to other customers or use it for their benefit;
    • Not create derivative datasets from Customer Data without Customer’s prior written consent;
    • Logically separate Customer Data from other customers’ data at the database level.
      • Generative AI Tools. Foodpairing shall not input, disclose, or otherwise use Customer Data or Customer Confidential Information in:
    • Any publicly available generative AI platform where Customer Data may be used to train models accessible to third parties; or
    • Any third-party AI system operated for the benefit of parties other than Customer.
      • Allowed use. Notwithstanding the foregoing, Foodpairing may use Customer Data:
    • In accordance with the license set forth under Section 4.6;
    • With Foodpairing’s proprietary Platform and models;
    • With Customer-Specific Models deployed exclusively for Customer;
    • With Third-party large language model APIs solely for the purpose of generating Output for Customer, provided that: (1) such APIs are accessed under enterprise agreements that contractually prohibit use of input data for model training; (2) Customer Data is not retained by the third-party provider beyond the immediate processing session; and (3) Output generated is delivered exclusively to Customer.
      • Platform and Technology. For clarity, Foodpairing retains ownership or becomes the owner of:
        • The API and Platform and all software components and Intellectual Property Rights vested therein;
        • All AI models, algorithms, and generation methodologies and Intellectual Property Rights vested therein;
        • Aggregated, anonymized insights derived from general platform usage (excluding Customer Data) and Intellectual Property Rights vested therein;
        • Any improvements to the foregoing, regardless of source.
      • Platform Data Enrichment. When Customer uses the Services, Customer’s interactions may help Foodpairing identify gaps in its knowledge graph. When gaps are identified, Foodpairing may collect publicly available data from sources such as market trend databases, patent databases, scientific publications, and social media platforms. This data helps improve the Platform for all users. Customer’s briefings, project details, Customer Data, and Output remain confidential and are never shared with other customers.
      • Customer-Specific Models
        • Creation. Where Customer provides Model Training Data for the purpose of creating a Customer-Specific Model, Foodpairing shall deploy such model in a separate, isolated environment exclusively for Customer’s use.
        • Technical Segregation. Each Customer-Specific Model shall be:
      • Logically and technically segregated from Foodpairing’s general-purpose models;
      • Inaccessible to other Foodpairing customers;
      • Trained, fine-tuned, or optimized solely using Customer’s Model Training Data and Foodpairing’s Background IP;
      • Operated exclusively for Customer’s benefit during the Term.
        • Restrictions on Use. Foodpairing shall not:
      • Use Model Training Data to train, improve, or enhance any models other than Customer’s Customer-Specific Model;
      • Permit any third party (including other Foodpairing customers) to access or benefit from Customer’s Customer-Specific Model;
      • Combine Model Training Data with data from other customers;
      • Use Customer’s Customer-Specific Model to generate Output for any party other than Customer.
        • Foodpairing shall retain all right, title, and interest in and to the Customer-Specific Model, including all Intellectual Property Rights therein. For clarity, the Customer-Specific Model constitutes Foodpairing Background IP. Customer shall own Output generated by the Customer-Specific Model in accordance with Section 5.3.
        • During the Term, Foodpairing shall operate and maintain the Customer-Specific Model on Customer’s behalf. Customer may not extract, copy, reverse engineer, or independently deploy the Customer-Specific Model.
        • Upon expiration or termination of this Agreement:
          • Output Extraction. Customer shall have the right to extract all Output generated for Customer, including AI-Generated Output, Traditional Deliverables, and any Output generated by a Customer-Specific Model, prior to the termination date.
          • Model Retention (Default). Unless Customer requests destruction pursuant to subsection (iii) below, Foodpairing shall retain the Customer-Specific Model in an inactive, segregated state for as long as reasonably necessary to support potential re-engagement. The Model shall remain inaccessible and shall not be used for any purpose other than reactivation upon Customer’s return.
          • Model Destruction (Upon Request). Customer may request destruction of the Customer-Specific Model and all associated Model Training Data by providing a formal written request on Customer’s letterhead, signed by an authorized representative of Customer with signatory authority. Upon receipt of such request, Foodpairing shall permanently delete and destroy the Customer-Specific Model and all Model Training Data within thirty (30) days, and provide written certification of destruction to Customer.
          • Survival of Output Rights. For clarity, destruction or retention of the Customer-Specific Model does not affect Customer’s ownership of Output previously generated.
        • Analytical Data
          • Commercial Materials (SKUs). All Intellectual Property Rights in Analytical Data derived from the analysis of Commercial Materials (including commercially available SKUs), whether such materials are independently sourced by Foodpairing or supplied by Customer, shall be owned exclusively by Foodpairing. Such Analytical Data may be incorporated into Foodpairing’s Background IP and used for the benefit of Foodpairing and its other customers.
          • Prototype Materials. All Intellectual Property Rights in Analytical Data derived from the analysis of Prototype Materials supplied by Customer shall be owned exclusively by Customer. Foodpairing shall:
        • Treat such Analytical Data as Customer Confidential Information;
        • Store such Analytical Data in a logically segregated environment accessible only to Customer;
        • Use such Analytical Data solely for the purpose of providing Services to Customer;
        • Not use such Analytical Data to train general-purpose models or for the benefit of other customers;
        • Return or destroy such Analytical Data upon termination in accordance with Section 13.3.
          • Customer shall designate at the time of submission whether materials provided for analysis constitute Commercial Materials or Prototype Materials. In the absence of such designation, materials shall be presumed to be Commercial Materials unless they are clearly identifiable as non-commercially available prototypes.
          • Mixed Analysis. Where a single analysis involves both Commercial Materials and Prototype Materials, the Analytical Data attributable to the Prototype Materials shall be owned by Customer, and the Analytical Data attributable to the Commercial Materials shall be owned by Foodpairing. Foodpairing shall use reasonable efforts to segregate such data.
        • Customer may provide suggestions or feedback regarding the Services. Foodpairing may freely use such feedback without obligation to Customer, provided this does not grant Foodpairing rights to Customer’s patents, copyrights, or trademarks.
  1. OUTPUT DISCLAIMERS AND LIMITATIONS
    • “AS IS”. ALL AI-GENERATED OUTPUT IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
    • Customer Responsibility. Customer is solely responsible for:
      • Evaluating, validating, and determining the suitability of any Output before use;
      • Ensuring Output complies with applicable laws, regulations, and industry standards in all jurisdictions where used;
      • Any regulatory, labelling, or compliance requirements applicable to products developed using Output;
      • All commercial decisions based on Output.
    • AI Limitations. Customer acknowledges that AI Systems are subject to inherent limitations, including potential biases, inaccuracies, hallucinations (where AI Systems generate false information presented as fact), and errors. Output is for informational purposes and does not constitute professional advice.
    • No Regulatory Compliance. The Platform generates Output without consideration of specific regulatory requirements, product compliance standards, or jurisdiction-specific rules. Foodpairing does not guarantee Output will comply with applicable laws in any jurisdiction.
    • AI Governance. Foodpairing maintains policies and procedures for the responsible development and operation of its AI Systems, including:
      • Responsible and lawful collection of data used to develop and train AI models;
      • Periodic testing designed to identify and mitigate biases in training data and reduce hallucinations or false outputs;
      • Upon Customer’s reasonable request, provision of human review of specific AI-Generated Output to ensure conclusions are explainable;
      • A mechanism for reporting identified hallucinations or material errors in Output to Customer when discovered through Foodpairing’s quality assurance processes.
  1. DATA SECURITY
    • Security Program. Foodpairing maintains an information security program designed to protect Customer Data, including:
      • Customer Data is hosted on Google Cloud Platform in the EU region by default, with data replicated across multiple regions for redundancy.
      • All Customer Data is encrypted at rest using AES-256 encryption with provider-managed keys, and in transit using TLS 1.2 or higher.
      • Access Controls. Employee access to production systems containing Customer Data is disabled by default and granted only on a case-by-case basis with approval. No employee has direct administrative access to production data during normal operations.
      • Data Separation. Customer Data is logically separated at the database level using unique customer identifiers, enforced at the API layer.
      • Foodpairing employs continuous monitoring using Google Cloud Monitoring and security agents to detect suspicious activities and vulnerabilities.
    • Backup and Recovery
      • Foodpairing performs automatic daily backups of Customer Data to a separate geographic region. Backups are encrypted using the same standards as production data.
      • Customer Data is stored with infrastructure designed for 99.999999999% (11 nines) annual durability.
      • Foodpairing maintains disaster recovery procedures with a target recovery time of twenty-four (24) hours.
    • Security Incident Response
      • Detection and Response. Foodpairing maintains an incident response plan for detecting, investigating, and responding to Security Incidents. Incidents are classified by severity (High, Medium, Low) and addressed accordingly.
      • Foodpairing shall notify Customer of any confirmed Security Incident affecting Customer Data without undue delay, and in no event later than forty-eight (48) hours after confirmation. Notification shall include:
        • Description of the incident;
        • Date and time of discovery;
        • Types of data affected;
        • Remediation steps taken or planned.
      • Foodpairing shall cooperate with Customer’s reasonable requests for information regarding Security Incidents and provide updates on remediation efforts.
    • Security Policies. Foodpairing’s security practices are documented in its information security policy and related policies, which are reviewed and updated at least annually. Upon request, Foodpairing shall provide Customer with summaries of relevant security certifications and audit reports.
  2. FEES AND PAYMENT

Fees. Customer agrees to pay the Fees as set forth in the Order Form or Statement of Work. Fees may include:

  • Subscription fees (monthly or annual) for Platform access;
  • Usage-based fees (API calls, tokens, credits);
  • Professional Services fees (retainer or project-based).
  • Payment Terms. Unless otherwise specified:
    • Invoices are due within thirty (30) days of invoice date;
    • All Fees are non-refundable and non-cancellable;
    • Amounts are exclusive of applicable taxes, which are Customer’s responsibility.
  • Price Changes. Foodpairing may adjust pricing for renewal terms following the initial Subscription Term upon ninety (90) days’ prior written notice.
  • Late Payment. Overdue amounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Foodpairing may suspend Services upon ten (10) days’ written notice of non-payment.
  1. PROFESSIONAL SERVICES
    • Scope. Professional Services shall be provided as described in the applicable Statement of Work.
    • Performance. Foodpairing shall perform Professional Services in a professional manner using reasonable skill and care. Timelines are indicative unless expressly stated as binding milestones in the Statement of Work.
    • Cooperation. Customer shall provide reasonable cooperation, information, and access necessary for Foodpairing to perform Professional Services. Delays caused by Customer may result in timeline adjustments and additional fees.
    • Acceptance. Where acceptance criteria are specified in a Statement of Work, Customer shall review deliverables within fifteen (15) business days and provide written acceptance or specific rejection reasons. If Customer does not provide written acceptance or rejection within such period, the deliverables shall be deemed accepted. If Customer rejects deliverables, Foodpairing shall have twenty (20) business days to cure identified deficiencies and resubmit.
  2. DATA PROTECTION
    • Data Processing. The processing of personal data under this Agreement is governed by the Data Processing Addendum attached hereto as Exhibit B.
    • Privacy Policy. Foodpairing’s collection and processing of personal data is described in the Foodpairing Privacy Policy available at https://www.foodpairing.com/privacy.
    • Each Party shall comply with applicable data protection legislation, including:
      • EU General Data Protection Regulation (GDPR);
      • For Customers based in the United States: U.S. state privacy laws (CCPA/CPRA, VCDPA, CPA, and others as applicable).
    • Data Location. By default, Customer Data is processed and stored within the European Union. For Customers based in the United States or other jurisdictions, alternative data residency arrangements (including processing within the United States) may be specified in the Order Form. Foodpairing shall not transfer Customer Data to a jurisdiction other than as specified without Customer’s prior written consent.
  3. CONFIDENTIALITY
    • Each Party shall:
      • Maintain the confidentiality of the other Party’s Confidential Information using measures no less restrictive than those used for its own confidential information;
      • Use Confidential Information only for purposes of this Agreement;
      • Disclose Confidential Information only to personnel with a need to know who are bound by confidentiality obligations;
      • Not reverse engineer, disassemble, or decompile any Confidential Information.
    • Customer Data as Confidential Information. Customer Data constitutes Customer’s Confidential Information. Foodpairing shall protect Customer Data in accordance with its Data Protection Policy and Data Classification Policy.
    • Confidentiality obligations do not apply to information that: (a) is publicly available through no fault of the Receiving Party; (b) was known prior to disclosure; (c) is independently developed; (d) is received from a third party without restriction; or (e) must be disclosed by law, provided the Receiving Party promptly notifies the Disclosing Party and cooperates to obtain protective treatment.
    • Return or Destruction. Upon termination or expiration of this Agreement, each Party shall, at the other Party’s request, return or destroy all Confidential Information and certify such destruction in writing.
    • Survival. Confidentiality obligations survive termination for four (4) years.
  4. DISCLAIMERS AND LIMITATION OF LIABILITY
    • DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, FOODPAIRING DOES NOT WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED, NOR THAT THE SERVICES WILL MEET CUSTOMER’S PURPOSES, BE COMPATIBLE OR WORK WITH ANY OTHER GOODS, SERVICES, OR TECHNOLOGIES OR BE ERROR FREE. FOODPAIRING MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT FOODPAIRING KNOWS OR HAS REASON TO KNOW SUCH PURPOSE), MERCHANTABILITY, REGULATORY APPROVAL, MARKET ADOPTION, OR UNINTERRUPTED, OR ERROR-FREE OPERATION OF THE PLATFORM OR API. ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
    • Limitation of Liability
      • EXCLUSION OF DAMAGES. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER A PARTY HAS BEEN ADVISED OR NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.
      • LIABILITY CAP. EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (I) THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (II) EUR 250,000.
      • ENHANCED CAP. NOTWITHSTANDING SECTION 12.2(B), FOODPAIRING’S AGGREGATE LIABILITY FOR SECURITY INCIDENTS UNDER SECTION 7.3 AND BREACHES OF CONFIDENTIALITY OBLIGATIONS SHALL NOT EXCEED EUR 2,000,000.
      • FREE TRIAL. WHERE CUSTOMER USES THE SERVICES PURSUANT TO A FREE TRIAL, FOODPAIRING’S AGGREGATE LIABILITY IS LIMITED TO EUR 5,000.
    • The limitations in Section 12.2 do not apply to: (a) infringement of Intellectual Property Rights; (b) indemnification obligations under Section 14; (c) willful misconduct; (d) bodily injury; and (e) cases where liability cannot be excluded under applicable law.
  5. TERM AND TERMINATION
    • Term. The initial term of this Agreement (the “Initial Term”) begins on the Effective Date and continues for an indefinite period and can be terminated by any Party by providing written notice of termination with a notice period of at least thirty (30) calendar days. The Term will be extended until the end of any then-valid and ongoing Subscription Terms and/or the end of any other Services set forth under an Order Form.
    • Subscription Term. The initial subscription term for any subscription to the Platform set forth under an Order Form begins on the Effective Date (or, if expressly stated in the applicable Order Form, on the subscription start date stated in that Order Form). Unless a Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term, the Subscription Term will automatically renew for the same duration.
    • Termination for Cause. Either Party may terminate this Agreement and a Subscription Term:
      • Upon thirty (30) days’ written notice if the other Party materially breaches and fails to cure within such period;
      • Immediately upon written notice if the other Party becomes subject to bankruptcy or insolvency proceedings.
    • Effect of Termination. Upon termination of the Agreement:
      • Customer’s access to the Services shall cease;
      • Customer shall pay all Fees accrued through termination;
      • Data Retention and Export.
    • Self-Service Export. Customer may export Output, Deliverables, and other Customer-accessible data via the Platform or workspace tools at any time prior to termination.
    • Assisted Export. Upon request, Foodpairing shall provide Customer with a complete export of Customer Data in a commonly used format within thirty (30) days.
    • Default Retention. Foodpairing shall retain Customer Data for as long as reasonably necessary to support potential re-engagement, provide historical reference for returning Customers, maintain service continuity, and comply with applicable legal obligations.
    • Deletion Upon Request. Customer may request deletion of Customer Data at any time by providing a formal written request on Customer’s letterhead, signed by an authorized representative. Upon receipt of such request, Foodpairing shall permanently delete all Customer Data within thirty (30) days and provide written certification of destruction.
      • Licenses to Output granted under Section 5 shall survive termination;
      • Each Party shall return or destroy the other Party’s Confidential Information.
    • Sections 5 (Intellectual Property), 6 (Output Disclaimers), 7.3 (Security Incident Response), 11 (Confidentiality), 12 (Limitation of Liability), 14 (Indemnification), and 15 (Governing Law) survive termination.
  6. INDEMNIFICATION
    • Foodpairing Indemnification. Foodpairing shall defend, indemnify, and hold harmless Customer from third-party claims that the Platform infringes such third party’s Intellectual Property Rights, except to the extent arising from: (a) Customer Input; (b) Customer’s modifications to Output; (c) combination of the Platform with third-party products not provided by Foodpairing.
    • Customer Indemnification. Customer shall defend, indemnify, and hold harmless Foodpairing from third-party claims arising from: (a) Customer Input; (b) Customer’s use or commercialization of Output; (c) Customer’s breach of this Agreement; (d) Customer’s violation of applicable laws.
    • Procedure. The indemnifying Party’s obligations are conditioned on: (a) prompt written notice of the claim; (b) sole control of defense and settlement; (c) reasonable cooperation from the indemnified Party at the indemnifying Party’s expense.
    • Remedies. If a claim under Section 14.1 occurs or is likely, Foodpairing may, at its option: (a) procure the right for Customer to continue using the Platform; (b) modify the Platform to be non-infringing; or (c) if neither (a) nor (b) is commercially practicable, terminate the Agreement and refund prepaid Fees for unused Services.
  7. GOVERNING LAW AND DISPUTE RESOLUTION
    • Governing Law. This Agreement is governed by Belgian law, without regard to conflict of laws principles.
    • Jurisdiction. The courts of Ghent, Belgium have exclusive jurisdiction over disputes arising under this Agreement.
    • S. Customers – Dispute Resolution. For U.S.-based Customers, the Parties agree to first attempt resolution through good-faith negotiation. If unresolved after thirty (30) days, disputes shall be submitted to mediation administered by JAMS in California before litigation.
  8. GENERAL PROVISIONS
    • Amendments. Foodpairing may amend these Terms of Service upon fifteen (15) days’ written notice. If Customer does not accept material changes, Customer may terminate the Agreement effective at the next Renewal Term by providing notice within the fifteen (15) day period. Continued use after such period constitutes acceptance.
    • Assignment. Customer may not assign this Agreement without Foodpairing’s prior written consent. Foodpairing may assign to affiliates or successors by merger, acquisition, substantial sale of assets or similar transaction.
    • Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements regarding its subject matter.
    • Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to give effect the intent of the Parties and will be reformed to the extent necessary to make such provision valid and enforceable.
    • Waiver. Failure or delay by either party in exercising any right here under shall not operate as a waiver of such right. No single or partial exercise of any right, power or remedy under the Agreement by a Party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such Party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a Party hereto shall not constitute a waiver of the right of such Party to pursue other available remedies..
    • Force Majeure. Except for payment for Fees due hereunder, neither party shall be liable for any losses arising out of the delay or interruption of its performance of obligations under this Agreement due to any Force Majeure.
    • Notices. Notices shall be in writing to info@foodpairing.com (for Foodpairing); and for the Customer to the Customer’s known email address or postal address on file. For email notices, the notices are deemed received on the second business day following email transmission. For notices by (registered) mail, the notice is deemed received on the day of receipt.
    • Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.
    • Insurance. Foodpairing maintains the following insurance coverage with insurers rated at least “A-” by AM Best or equivalent:
      • Professional Indemnity (Errors & Omissions): EUR 2,000,000 per claim and per policy period, covering liability for professional errors and omissions arising from the Services;
      • Commercial General Liability: EUR 1,250,000 per claim for property damage, bodily injury, and consequential loss combined;
      • Cyber Liability: EUR 2,000,000 aggregate for losses arising from cyber incidents, including data breaches affecting Customer Data.

Territory: Worldwide. Insurer: AIG Europe S.A. or equivalent A-rated carrier.

Upon Customer’s written request, Foodpairing shall provide certificates of insurance evidencing the above coverage within ten (10) business days. Foodpairing shall provide Customer with thirty (30) days’ prior written notice of any material change or cancellation of such coverage.

  • Audit Rights. Upon reasonable written notice of not less than thirty (30) days, Customer may, at Customer’s expense, audit Foodpairing’s compliance with its security and data protection obligations under this Agreement, not more than once per twelve (12) month period. Audits shall be conducted during normal business hours and shall not unreasonably interfere with Foodpairing’s operations. Foodpairing shall cooperate with such audits and provide reasonable access to relevant records and personnel. Alternatively, Foodpairing may satisfy this obligation by providing Customer with copies of relevant third-party audit reports or certifications (e.g., SOC 2 Type II, ISO 27001) upon request.
  • Publicity. Neither Party shall use the other Party’s name, logo, or trademarks in any press release, public announcement, or marketing materials without the other Party’s prior written consent. Notwithstanding the foregoing, Foodpairing may include Customer’s name in a confidential list of customers for internal purposes and, with Customer’s consent, in general marketing materials identifying Customer as a Foodpairing client.
  • Subcontractors. Foodpairing shall not engage subcontractors to process Customer Data or perform material portions of the Services without Customer’s prior written approval. Foodpairing remains responsible for the acts and omissions of its approved subcontractors and shall ensure that subcontractor agreements contain data protection and confidentiality obligations at least as protective as those in this Agreement.
  • Anti-Corruption. Each Party shall comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act 2010, to the extent applicable. Neither Party shall offer, pay, or authorize payment of any money or thing of value to any government official, political party, or candidate for public office for the purpose of influencing any act or decision to obtain an improper advantage. Foodpairing represents that neither it nor any of its officers, directors, or employees is a government official. Each Party shall promptly notify the other if it becomes aware of any actual or suspected violation of this Section.

 

EXHIBITS

Exhibit A: Data Processing Addendum

*Version: January 2026*

*Foodpairing NV*