GTC

General conditions for deliveries and services

The

Foodforecast Technologies GmbH

Pilgrimstraße 6

50674 Cologne

(hereinafter referred to as "Foodforecast")

§ 1 Object and general conditions of Foodforecast's activities

(1) These terms and conditions for deliveries and services (hereinafter referred to as "terms and conditions" or "agreement") apply to all - including future - contracts for deliveries and services between Foodforecast and the customer, without Foodforecast having to refer to the terms and conditions again in each individual case. The terms and conditions only apply if the customer is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law. Conflicting or deviating terms and conditions of the customer are not binding on Foodforecast unless Foodforecast expressly agrees to their validity in writing. This requirement of consent applies in any case, for example even if the customer refers to its general terms and conditions in the order, a letter of confirmation or in any other way and Foodforecast does not expressly agree to this; the unconditional provision of deliveries or services by Foodforecast does not constitute consent.

(2) Foodforecast provides customers with a cloud-based AI solution via a remote data connection, with the help of which customers in the food sector can optimize orders and goods production by means of daily and intraday sales planning ("Cloud Services"). The functional scope and functional requirements of the cloud services are described at foodforecast ("Cloud specifications")

(3) Foodforecast may also make use of third parties in the fulfillment of its tasks. However, Foodforecast remains responsible for the proper fulfillment of its contractual obligations to the client.

§ 2 Conclusion of contract; term; termination; amendment of conditions

(1) Unless otherwise specified in writing in the offer, Foodforecast is bound by its offers for 30 days from the date of the offer. The offer can be accepted when the client commissions the delivery/service.

(2) After conclusion of the contract, Foodforecast grants the client the use of the cloud services by means of access through an internet-enabled device or customer system (in accordance with the cloud specifications) and grants the client a non-exclusive, non-transferable, limited right to use these cloud services for the client's internal business purposes during the respective contract term. The client may not (i) resell, transfer, sublicense, publish, lend or rent the cloud services without the prior written consent of Foodforecast or use a cloud service for the benefit of a third party or make it available to a third party for its purposes, whether for payment or free of charge, (ii) modify, alter or create derivative works of the cloud services, (iii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code of the cloud services, whereby the statutory rights under Sections 69d, 69e UrhG remain unaffected. Unless otherwise agreed, Foodforecast does not owe any customization to the individual needs or IT environment of the client. Any use of the cloud services that deviates from the provisions of the contract is not permitted. In particular, the client is not entitled to manipulate the cloud services in such a way that they fulfill tasks other than those intended under the contract or that the client receives information that is not required for the relevant intended use of the cloud services.

(3) The parties agree the initial term of the contract upon conclusion of the contract. If nothing is stipulated in the offer, the contract shall be automatically extended by the duration of the initial term if it is not terminated by one of the parties no later than three (3) months before the end of the initial term or the subsequent extension period. In the case of a contract term of one (1) month, the notice period is four (4) weeks to the end of the month.

(4) Foodforecst may, without being obliged to do so, update or further develop the cloud services at any time and, in particular, adapt them due to changes in the legal situation, technical developments or to improve IT security. In doing so, Foodforecast will take the legitimate interests of the customer into account appropriately and inform the customer of any necessary updates in good time. In the event of a significant impairment of the client's legitimate interests, the client has a special right of termination.

(5) If the client or a user violates the terms of use stipulated in these terms and conditions or otherwise agreed, Foodforecast may block access to the cloud services in whole or in part to the extent necessary until contractual use can be expected again.

(6) The right of both parties to extraordinary termination for good cause remains unaffected.

(7) Foodforecast may terminate the contract with immediate effect if the client is more than 60 days in arrears with an agreed payment or continues to culpably breach its obligations arising from the contractual relationship despite a written warning and the expiry of a reasonable deadline set with the warning.

(8) The customer is only entitled to terminate the contract due to a breach of contractual obligations on the part of Foodforecast if Foodforecast has culpably failed to meet its contractual obligations despite two written warnings and after the expiry of a reasonable deadline set with the respective warning.

(9) Any notice of termination must be given in writing.

(10) If the contract ends, the client's right to use the cloud services ends and the client will stop using the cloud services and sending data to the cloud services, and - if applicable - block and delete the connection to the client's ERP system granted to Foodforecast for the provision of services and uninstall the data logger installed for this purpose. Foodforecast is entitled to block and delete the client's access to the cloud services, any data sent by the client to the cloud services and any connection to the client's ERP system granted to Foodforecast , and - where possible for Foodforecast - to block and delete the data logger used by the client for this purpose.

(11) Amendments to these Terms and Conditions shall be offered to the Client in text form no later than two months before the proposed date of their entry into force. At the same time as the offer, the Contractor may give notice of ordinary termination of the contract subject to the Client's acceptance of the offer. The Client may accept the changes in text form. If the client does not accept the changes, the original agreement shall remain in force. The client may conclude a contract under the currently applicable conditions at any time up to the end of the contract by notifying us in text form.

§ 3 Scope of services of Foodforecast

(1) During the term of the contract, Foodforecast only owes the client the provision of those deliveries and services that have become the subject of the contract. Any future features or functions of the cloud services are not subject matter of the contract.

(2) The cloud services provided by Foodforecast analyze the data provided by the client and create forecasts for the client based on this analysis (hereinafter referred to as "forecasts"). Foodforecast transmits the created forecasts directly into the client's ERP system or via another channel.

(3) Foodforecast points out that the client must take into account that the cloud services were trained on the basis of a large amount of data, which should be representative for the desired purposes of use. However, depending on the data material used, the type and manner of training and the configuration of the AI model on which the cloud services are based, there may be a distortion in the forecast. For AI systems such as the one used in this contract, distortions cannot be completely avoided for technical and evaluation reasons. In exceptional cases, an AI system may deliver inadequate results, for example because incorrect probabilities or weightings were used in the AI model. It is therefore in the client's and the user's own interest to check the plausibility of the forecasts generated by AI systems.

(4) Foodforecast processes and evaluates the data provided to it by the client. In order to carry out this analysis and data processing, the client hereby grants Foodforecast the necessary rights of use to the transmitted data. Foodforecast and its subcontractors are entitled to use information, statistics and measurement data on the use, operation, support and maintenance of the cloud services or data provided (collectively referred to as "system information").") and to use, modify, adapt and pass on system information to support, maintain, monitor, operate, further develop, improve and train the cloud services, their products and services as well as AI models and AI systems and to enforce their rights, even after the end of the contract, and to aggregate, combine and merge it with other data and information. This assumes that the system information cannot be readily identified as being directly derived from the client's data (or can be readily reverse engineered to be so identified) after it has been derived. The client grants Foodforecast a right of use free of charge, unlimited in terms of time, space and content, to the aforementioned extent, which Foodforecast accepts.

(5) Foodforecast has no control over the client's processes or the creation, validation, sale or use of the client's (or a client's customer's) products or services.

(6) Foodforecast has no control or influence over the data transmitted by the client.

(7) The cloud services are provided by Foodforecast for use at the transfer point (interface of the data network operated by Foodforecast to other networks). Foodforecast is not responsible for establishing and maintaining the data connection between the client's IT system and the transfer point operated by Foodforecast . Foodforecast guarantees an overall availability of the cloud services of 99% per calendar year at the transfer point. Availability is defined as the client's ability to use all main functions of the cloud services. Maintenance times amounting to a maximum of 5 hours per calendar month shall be deemed to be times of availability of the cloud services. Foodforecast 's measuring instruments in the data center are decisive for proving availability. If the overall availability falls short, the client is entitled to reduce the fee owed according to the extent of the shortfall; any other legal claims of the client against Foodforecast remain unaffected.

§ 4 Obligations of the client to cooperate

(1) The customer is responsible for ensuring that Foodforecast is provided with all information, data and documents necessary for the provision of services in accordance with the cloud specification (hereinafter referred to as "data") unsolicited, in good time and free of charge for Foodforecast .

(2) The client will inform Foodforecast of all processes and circumstances that are directly or indirectly relevant to the provision of services by Foodforecast . This also applies to processes and circumstances that only become known during the contract.

(3) The client shall report all conspicuous behavior of the cloud services to Foodforecast . Above all, distortions of the forecasts and other false, misleading or inappropriate statements by the cloud services are conspicuous.

(4) The client will promptly respond to all requests from Foodforecast that Foodforecast deems, in its reasonable discretion, to be conducive to the provision of services. In particular, the client will provide the historical data required by Foodforecast with the content, format and scope specified by Foodforecast at the start of the project, but at the latest within three months of signing the contract, using the communication channel specified by Foodforecast .

(5) The client guarantees that Foodforecast has the necessary access to its ERP system to provide the service and that the data provided by the client can be read electronically and automatically.

(6) The client is responsible for establishing a data connection between the end devices it intends to use and the data transfer point defined by Foodforecast . Foodforecast is entitled to redefine the data transfer point if this is necessary to enable the smooth use of the services by the client.

(7) If and insofar as the client acts as a franchisor within a franchise system, the use of the cloud services for internal business purposes of the client also includes the use by the client in relation to its franchisees. This presupposes that the client makes all necessary declarations to Foodforecast and provides cooperation in order to enable direct cooperation between Foodforecast and the franchisees.

(8) The Client shall comply with the provisions set out in Annex 1 and ensure that all users of the cloud services also comply with them.

(9) The Client shall observe the instructions under § 3 (3) and inform the users of the cloud services of this.

(10) The contracting authority shall take the measures required under Article 4 of the AI Regulation to ensure, to the best of its ability, that users have a sufficient level of AI competence. In doing so, their technical knowledge, experience, education and training and the context in which the system is to be used shall be taken into account.

(11) The client shall be responsible for assessing the suitability of the cloud services for the use intended by the client and for selecting the offer that is suitable for its intended use.

(12) The Client shall, at its own expense, obtain all rights, consents and approvals from providers of software and services that are used by the Client in connection with the Cloud Services and are required for such use.

§ 5 Prices; terms of payment

(1) The client owes Foodforecast the contractually agreed remuneration plus statutory VAT for the services owed under the contract and these terms and conditions. The contractor may adjust the remuneration at its reasonable discretion (Section 315 (3) BGB) by notifying the client at least six weeks before the end of a contract year with effect for the following contract years.

(2) Unless otherwise agreed, the calculation of the fee shall be based, inter alia, on each independent spatial unit of the Client, such as in particular a branch, a location ("Branch"), (i) which has used the Cloud Services at least once during the term of the Agreement on ten (10) days in a calendar month, and/or (ii) for which a forecast was created using the Cloud Services once during the term of the Agreement for ten (10) days in a calendar month. From the calendar month in which a branch fulfills the above requirements, it shall be used as the basis for billing in all calendar months of the remaining contract term. The billing modalities (monthly, quarterly, semi-annually or annually) are specified in the respective offer. Foodforecast will send the customer an invoice in accordance with VAT regulations. At the start of the contract, the client issues Foodforecast with a corresponding SEPA direct debit mandate for the collection of the remuneration due in each case. The client is in default at the latest 10 days after the due date of the claim, without the need for a reminder. If the payment deadline is exceeded, Foodforecast is entitled to charge interest at a rate of 9 percentage points above the respective base interest rate. Foodforecast reserves the right to assert further claims for damages caused by default.

(3) If it becomes apparent after conclusion of the contract (e.g. through an application to open insolvency proceedings) that Foodforecast 's payment claim is jeopardized by the customer's inability to pay, Foodforecast is entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (Section 321 BGB). If the customer is in arrears with payment for 3 (three) or more consecutive months, Foodforecast is entitled to temporarily suspend the retrievability of the analysis results from the server. Foodforecast will immediately notify the client of the suspension, stating the reasons, and request the client to immediately settle the accumulated payment arrears. The suspension will be lifted as soon as the payment arrears have been settled and the customer has notified Foodforecast of this in writing, submitting suitable evidence. The client can avert all these legal consequences due to late payment by providing security in the amount of the jeopardized payment claim. The statutory provisions on default of payment remain unaffected.

(4) Any additional services ordered and any additional expenses incurred by Foodforecast due to changes requested by the client will be remunerated separately by the client in accordance with the conditions set out in the offer.

§ 6 Offsetting; rights of retention

The customer is not entitled to offset against Foodforecast 's claims unless the counterclaim is undisputed or has been legally established. Furthermore, the customer is not entitled to withhold payments or suspend other obligations incumbent upon it, unless Foodforecast is in material breach of obligations due under the same contractual relationship despite a written warning and has not offered adequate security. § Section 215 BGB does not apply. In the event of defects in the delivery or service, the customer's counter-rights remain unaffected.

§ 7 Warranty

(1) Foodforecast guarantees that the cloud services contain the features and functions described in the individual contract.

(2) With regard to the granting of the use of the cloud services, the warranty provisions of tenancy law (§§ 535 ff. BGB) apply. The client must notify Foodforecast immediately of any defects. The warranty for only insignificant reductions in the suitability of the service is excluded. Strict liability pursuant to Section 536a (1) BGB for defects that already existed when the contract was concluded is excluded. If a defect has been reported by the customer and the customer's warranty claims are not excluded, Foodforecast will remedy the defect within a reasonable period of time - by measures of its own choosing. The customer shall give Foodforecast a reasonable amount of time and opportunity to remedy the defect. The application of Section 536a (2) BGB (right of the tenant to remedy the defect himself) is excluded. In the event of impossibility or failure to rectify the defect, culpable or unreasonable delay or serious and final refusal to rectify the defect by Foodforecast or other unreasonableness of the rectification of the defect for the customer, the customer is entitled in particular to reduce the remuneration owed in accordance with the extent of the impairment (reduction). The customer is not entitled to assert a claim for a reduction by independently deducting the amount of the reduction from the remuneration to be paid on an ongoing basis; this does not affect the customer's right under the law of unjust enrichment to reclaim the part of the remuneration paid in excess.

(3) Insofar as the services associated with the use of the cloud services and other services provided by Foodforecast are pure services (such as services, consulting and support services), Foodforecast is liable for defects in these services in accordance with the rules of service contract law (§§ 611 ff. BGB).

(4) Foodforecast only assumes the limited warranties expressly stated in this agreement and excludes all other warranties, in particular implied warranties of merchantability and fitness for a particular purpose and for achieving a particular success or special economic benefits.

(5) If third parties assert claims against Foodforecast that are based on a culpable violation of applicable law or the provisions of these terms and conditions by the customer, the customer shall fully indemnify Foodforecast against these claims upon first request.

(6) Foodforecast is not liable for claims in connection with this agreement if such a claim is asserted more than two years after the first event giving rise to such a claim or should have been discovered by the client.

§ 8 Liability

(1) With the exception of liability under the German Product Liability Act (ProdHaftG), due to fraudulent concealment of a defect, due to a guarantee that Foodforecast has assumed for the quality of the deliveries or services, or for damages resulting from culpable injury to life, limb or health, Foodforecast is only liable to the customer for damages in accordance with the following provisions, without however waiving the legal requirements for such liability.

(2) Foodforecast is liable for damages - regardless of the legal grounds - within the scope of fault-based liability in cases of intent and gross negligence. In the case of simple negligence, Foodforecast is liable, subject to statutory limitations of liability (e.g. care in its own affairs; insignificant breach of duty), only for damages arising from the breach of a material contractual obligation (an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case, however, Foodforecast 's liability is limited to compensation for foreseeable, typically occurring damages.

(4) The above limitations of liability also apply to breaches of duty by or for the benefit of persons for whose fault Foodforecast is responsible in accordance with statutory provisions.

(5) The client may only withdraw from or terminate the contract due to a breach of duty that does not consist of a defect if Foodforecast is responsible for the breach of duty. Otherwise, the statutory requirements and legal consequences apply.

(6) A change in the burden of proof to the detriment of the client is not associated with the above restrictions.

§ 9 Compliance with export controls

(1) Foodforecast 's obligations under this Agreement are conditioned upon Customer's compliance with all applicable export and re-export controls, embargoes, and economic and trade sanctions laws and regulations, including, in any event, those of the United States and the European Union ("Export Laws"). The Client warrants that data provided by the Client is not subject to any trade restrictions (e.g. classification "N" in the EU and "N" for ECCN or "EAR99" in the United States) and that any content of the Cloud Services, including the Data provided by the Principal, any offerings provided under this Agreement and any derivatives thereof will not be (i) downloaded or accessed by a Sanctioned Person, (ii) exported re-exported (including any "deemed exports"), shipped, distributed, delivered, sold, resold, supplied or otherwise transferred, directly or indirectly, to any Sanctioned Person or otherwise in a manner contrary to the Export Laws, (iii) used for any purpose prohibited by the Export Laws, or (iv) used for any non-civilian purpose (e.g., armaments, nuclear weapons, nuclear weapons, or any other export of goods). (e.g., armaments, nuclear technology, weapons, any other defense or military use) unless permitted by the Export Laws or applicable governmental licenses or approvals. Notwithstanding the foregoing, the Client represents and warrants that (i) it is not a Sanctioned Person and (ii) it will not download or access any Products or Services or allow any third party to download or access any Products or Services from Sanctioned Countries. Client will review and update at least annually its list of Users who have access to a Cloud Service and confirm that none of these Users are Sanctioned Persons and that all Users continue to access Cloud Services in compliance with Export Laws. Foodforecast may carry out the necessary checks in relation to export laws, while the client undertakes to provide Foodforecast with all necessary information promptly upon request. The client is responsible for providing to and obtaining from the user all information necessary to ensure compliance with applicable export laws (e.g. applicable export list numbers). "Sanctioned Country" means a country or territory that is itself the subject or target of comprehensive trade or economic sanctions (currently Cuba, Iran; North Korea, Syria and the Crimea region of Ukraine)."Sanctioned Person" means any person (A) included on the Specially Designated Nationals and Blocked Persons List (SDN) maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC) or any other list of persons subject to export controls maintained by the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, the European Union or any member state of the European Union, or the United Kingdom; (B) operating, organized or located in a Sanctioned Country; (iii) the government of, or a government acting for or on behalf of, the government of Venezuela or a Sanctioned Country; or (iv) owned or controlled by one or more such Persons.

(2) If Client discloses to Foodforecast any information (i) that is "Covered Defense Information" or "Controlled Unclassified Information" as defined in U.S. Government regulations, or (ii) that is subject to export laws requiring controlled data processing, Client will notify Foodforecast personnel prior to any disclosure and use the notification tools and procedures specified by Foodforecast .

(3) In the event that Customer fails to comply with any of the provisions set forth in this Section 9 or violates any export laws relating to Foodforecast 's offerings or intellectual property, Foodforecast shall have the right to take appropriate action in accordance with the terms of this Agreement and pursuant to U.S. or applicable law. Further, Customer shall indemnify and hold harmless Foodforecast, its affiliates, subcontractors and agents from and against any claims, damages, fines and costs (including attorneys' fees and costs) arising in any way out of any failure to comply with the provisions of this Section 10, including any violation or suspected violation of export laws.

(4) Foodforecast is not obliged to perform the services covered by this contract if this is prevented by national or international foreign trade or customs regulations or embargoes or other sanctions, in particular embargoes or other sanctions imposed by the United Nations, the European Union or the United States.

§ 10 Force majeure

(1) Events or circumstances of force majeure, which include in particular operational disruptions, fire damage, flooding, strikes and lockouts, disruptions to shipping, transport and receiving facilities, official orders and other events beyond the control of the parties, and which impair or prevent the provision of the service, shall release the party affected by this from its respective obligation to perform for the duration and scope of the effects. Deadlines affected by the events or circumstances of force majeure shall be postponed appropriately, at least by the duration of the disruptive effect.

(2) In such cases, the parties shall immediately agree on the expected duration and extent of the disruptive effect and coordinate with each other on how to proceed.

§ 11 Transferability of rights and obligations

Foodforecast is entitled to transfer the rights and obligations arising from this contract in whole or in part to third parties without requiring the consent of the client.

§ 12 Confidentiality

(1) Foodforecast and the client (also referred to as the "parties") undertake to maintain confidentiality about all business and trade secrets of the other party or of the companies affiliated with the other party in accordance with Section 15 of the German Stock Corporation Act (AktG) that have become known or become known to them, as well as information designated as confidential or that must be treated as confidential due to other circumstances, even beyond the end of this agreement until such time as it becomes known, and not to use it for purposes other than those in accordance with this agreement. § Section 3 para. 4 remains unaffected.

(2) Business and trade secrets shall not include such information that (i) was demonstrably already accessible to the public at the time of transmission or later without the intervention of one of the parties, or (ii) was already known to one of the parties at the time of transmission, or (iii) was made accessible to one of the parties after transmission by third parties , provided that the party or third parties did not violate a confidentiality agreement in order to obtain knowledge, or (iv) was developed by one of the parties within the scope of its own independent developments without recourse to the confidential information. Each party may disclose Confidential Information if it is required to do so by law, court order or governmental directive. In this case, the respective party shall only disclose the instructed parts of the information and - as far as legally possible - inform the other party immediately of the instruction and the disclosures to be made. The provisions of Section 5 of the Act on the Protection of Business Secrets (GeschGehG) and Section 6 of the Act on the Improved Protection of Whistleblowers (Whistleblower Protection Act) shall remain unaffected.

(3) Both parties shall carefully store the business documents handed over to them, protect them from inspection by third parties and return them at the end of this agreement. The assertion of a right of retention is excluded. Both parties shall impose the same obligations on their employees and any third parties.

§ 13 Marketing

The client permanently permits Foodforecast - and only revocably for good cause - to name the client as a reference and, in this context, to use the client's name, logo and trademarks on the website, in social media presences, in advertising materials and in other Foodforecast presentations, as well as - without naming the client - to advertise with the client's anonymized improvement metrics. The use of "testimonials" in this context is only permitted with the prior consent of the client.

§ 14 Data protection

(1) If and insofar as Foodforecast processes the client's personal data on behalf of the client as part of the provision of services, Foodforecast will conclude a standard market agreement with the client on the processing of data on behalf of the client in accordance with Article 28 of the General Data Protection Regulation before the start of processing. In this case, Foodforecast will process the corresponding personal data solely in accordance with these provisions and in accordance with the instructions of the client.

(2) In addition, the data protection information available atfoodforecast applies to data processing by Foodforecast .

§ Section 15 Dispute resolution; place of jurisdiction; choice of law

(1) The parties shall attempt to settle any disputes arising out of or in connection with the legal relationship between them immediately in good faith and in partnership through negotiation.

(2) If the parties do not succeed in settling the disputes arising through negotiation within 30 days after one party has requested the other in writing to enter into negotiations, both parties shall have recourse to the ordinary courts of law. The courts in Cologne shall have exclusive jurisdiction over all disputes arising out of or in connection with the legal relationship between the parties. Paragraph 1 does not affect the right of Foodforecast to apply for interim legal protection before the ordinary courts. Overriding statutory provisions, in particular regarding exclusive jurisdiction, remain unaffected.

(3) The legal relationship between Foodforecast and the customer is governed by German law to the exclusion of the conflict of laws and the UN Convention on Contracts for the International Sale of Goods (CISG).

§ 16 Final provisions

(1) Amendments and additions to these terms and conditions through individual contractual agreements within the meaning of §305b BGB do not require any form. Otherwise, amendments or additions must be made in text form.

(2) Should any provision of these terms and conditions be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions of these terms and conditions. The invalid provision shall be replaced by the contracting parties by mutual agreement by a legally valid provision which comes closest to the economic sense and purpose of the invalid provision. The above provision shall apply accordingly in the event of loopholes.

Attachment 1

1. Login data

They ensure as follows:

• • • not to pretend a false identity in order to gain access to the cloud services;
    • Keep credentials and security tokens safe and protect them from unauthorized access, disclosure, or use;
    • to use only your user account or the methods approved by us to access the Cloud Services;
    • not circumvent or disclose the authentication or security measures of your user account, the underlying technology, or the corresponding hosts, networks, or accounts;
• ensure that the credentials are not shared with anyone else, but are used solely by the person for whom they were created. We may change the Registration Data if we reasonably determine that a change is necessary.

1. No illegal, harmful or offensive use or content

You agree not to use the Cloud Services for any illegal, harmful, or offensive purpose, or to promote, facilitate, or encourage or incite others to use the Cloud Services for any such purpose; you further agree not to transmit, store, display, distribute, or otherwise make available any Content that is illegal, harmful, fraudulent, infringing, or offensive. Your use of the Cloud Services and the content you store thereon are subject to the following terms:

• You must not violate any laws, regulations or rights of others;

1. 1. • they must not be harmful to others or to our reputation; this prohibition includes offering or distributing fraudulent goods, services, programs, promotions, get-rich-quick schemes, investment scams, phishing, farming or other fraudulent practices;
      • not to enter, save or send hyperlinks or provide access to external websites or data feeds, including embedded widgets or other access options, for which you do not have permission or which are illegal;
      • they must not be defamatory, obscene, abusive or invasive of privacy.

1. No violation of restrictions on use

You agree to refrain from the following actions:

1. 1. • resell, transfer, sublicense, lend, lease, publish or use the Cloud Services to outsource business processes or other activities or to operate a time-sharing service (unless expressly permitted by us);
      • reverse engineer, disassemble, decompile or otherwise modify, combine, tamper with, derive or create derivative works from the source code of the Cloud Services or its underlying technology (except to the extent this restriction is inconsistent with applicable law in your jurisdiction);
      • access the Cloud Services from a location prohibited or subject to applicable sanctions or licensing requirements and/or (re-)export control laws and regulations, including the laws of the European Union, the United States of America and/or other applicable countries; and you agree to upload only non-controlled content (e.g. e.g. classification = "N" in the EU and "N" for ECCN or "EAR99" in the U.S.); except where you are authorized to do so under applicable (re-)export control laws or appropriate governmental licenses or permits.

1. No improper use

You agree to refrain from the following actions:

• Use the Cloud Services in a manner designed to avoid or circumvent any usage prohibitions and restrictions (e.g., access and storage restrictions) or monitoring measures applicable to the Cloud Services or avoid charges;
• access or use the Cloud Services to conduct a performance test, create competing products or services, or copy their features or user interface;
• Impairment of the proper functioning or security of our systems;
• distribute, publish, send or facilitate delivery by others of unsolicited bulk e-mail or other messages, promotions, advertisements or solicitations, including commercial advertisements and announcements for informational purposes. You may not modify or obscure email headers or impersonate the sender without the sender's express permission.

1. No security breaches

You represent and warrant that you will not use the Cloud Services in any manner that compromises or may compromise the security of the Cloud Services or the underlying technology. In particular, you warrant the following:

• You will take reasonable precautions to guard against security attacks, viruses and malware on your system and on-site hardware, software or services that you use to connect to and/or access cloud services;
• You will not conduct any penetration testing related to the Cloud Services or the underlying technology without first obtaining our express written consent;
• You do not use devices to access or use the cloud services that do not meet industry standard security guidelines (e.g., password protection, virus protection, current update and patch levels).

1. Monitoring and reporting by Foodforecast

You acknowledge that we and our subcontractors may monitor your compliance with this Schedule via the Cloud Services. We reserve the right to investigate any breaches of this Schedule. If you become aware of any breach of this Schedule, you agree to notify us immediately and, upon request, assist us in stopping, mitigating or remedying the breach. We may remove, modify or disable access to any content or resources that violate this Schedule or any other agreement you have entered into with us regarding the use of the Cloud Services. We may report any activity that we believe violates any law or regulation to appropriate law enforcement officials, regulators or other appropriate third parties. If a third party claims that your use of the Cloud Services or your content violates the rights of that third party or any laws or regulations, we are entitled to disclose corresponding customer data.