1. Introduction

1.1 FlavorHub Inc. operates the FlavorHub platform (mobile application, website, etc.), granting its users (hereinafter referred to as “FlavorHub User” or “User”) access to promotions (hereinafter referred to as “OFFERS”) from collaborating businesses (also referred to as “Associate”, “Associates” or “Associate business”, “Associate businesses”). These Terms and Conditions outline the rules for those Associates who have opted to join this Platform and have signed the “FlavorHub Free Membership Agreement” or other foundational agreement (the “Foundational Agreement”).

**2. Collaboration**

2.1. FlavorHub ensures the listing of the Associate business in the FlavorHub application and manages its profile. In exchange for this service, Associate businesses provide exclusive promotions (OFFERS) to users of the application. The Associate’s obligation to provide and accept granted OFFERS is then reflected in a real contract for the benefit of third parties. Users of FlavorHub can therefore assert their claims directly against the Associate in the event that it unjustifiably refuses to fulfill or accept the OFFER. Consequently, FlavorHub does not assume any contractual obligations in this regard. However, it is entitled to claim damages for breach of the Associate’s obligation to offer and accept these promotions.

2.2. Associate businesses must not provide equivalent or better promotions to any other customers (other than application users) than those agreed OFFERS. This does not preclude the Associate from carrying out other marketing activities, provided they do not include any type of promotions such as those provided to FlavorHub users.

2.3. Unless otherwise agreed, all locations of the Associate are involved in the collaboration, each of which has its own contract and therefore its own profile.

**3. Profile**

3.1. If not individually agreed otherwise, FlavorHub determines the appearance of the Associate business in the application, including images and other visualizations (hereinafter “profile image”). The profiles of Associate businesses in the application usually include their name, location, operating hours, and if available, a link to their website or reservation system, and other information that is part of the Foundational Agreement.

3.2. The Associate business must provide all necessary information; otherwise, placement in the application will not be possible.

3.3. FlavorHub will make every effort to ensure the quality of the Associate’s profile image but is not responsible for any defects not caused by FlavorHub’s fault. If the application becomes temporarily unavailable, Associates are not entitled to compensation or any other monetary compensation.

3.4. FlavorHub reserves the right to announce and promote collaboration with a restaurant and/or restaurant promotions at its discretion. This may include promotion on FlavorHub’s website, on social media channels, or with partners for collaboration and third-party advertising unless expressly agreed otherwise.

3.5. In the interest of the application’s quality functioning, the Associate business must promptly inform FlavorHub of any changes to its contact details, the opening and closing of a new location, renovations, or other details that are part of the Foundational Agreement or would affect the currentness of the Associate’s profile. If it does not do so, misleading information may occur for which FlavorHub is not responsible. All disputes regarding this by third parties will be solely the responsibility of the Associate business.

3.6. In accordance with the Foundational Agreement, the Associate is required to select one of the predefined categories for their location and one category for each promotion. In the event that FlavorHub deems a category to be under-represented, it may merge it with another.

**4. OFFERS**

4.1. OFFERS are exclusive benefits offered only to users of the FlavorHub application.

4.2. Each Associate business offers up to two different OFFERS, which are displayed across the entire platform. Associate businesses with more than one location may use different OFFERS at these locations.

4.3. Offered OFFERS can be changed after contacting FlavorHub through partner@flavorhub.com. Upon receipt of an Associate’s request to change an OFFER, FlavorHub has 10 days to adjust the OFFER accordingly. However, FlavorHub reserves the right to reject a change to an OFFER that would contradict the overall concept, particularly the quality standards promised to the platform’s users. In the event of a rejected change of an OFFER, the Associate business has the right to terminate the agreement under clause 6.1 of these terms and conditions.

4.4. Further details about the specific OFFERS are regulated in the individual agreements (Foundational Agreement) between FlavorHub and its Associate businesses.

4.5. Binding rules for the acceptance and application of OFFERS are provided in training materials. These will be provided by FlavorHub as part of the onboarding process through the email address specified in the Foundational Agreement.

It is the responsibility of the Associate to ensure that employees are aware of the training materials. The Associate is responsible for informing and training its staff about the collaboration with FlavorHub, the offered OFFERS, and the procedure for their redemption. Furthermore, the Associate shall ensure that employees do not decline OFFERS without authorization, for instance due to a lack of awareness of the collaboration or new OFFERS or the procedure for their use. In the event of any changes, FlavorHub will create new training materials and provide them free of charge to the Associate with sufficient advance notice. To this end, it is sufficient to send updated information to the email address specified in the Foundational Agreement.

4.6. FlavorHub is not involved in the payment process between the Associate business and the user, nor does it receive any profit from these individual transactions. If any discrepancies arise, such as customer dissatisfaction with the staff, non-redemption of OFFERS by the Associate business, and others, FlavorHub is not responsible for any resulting consequences. This includes situations such as the expiration of a reservation period or a discrepancy between the order and the reserved offer. In such a situation, the Associate business must promptly inform the user and fairly resolve the situation. If the problem cannot be resolved, the OFFER must either be honored, or the customer must receive compensation from the Associate business.

4.7. Associate businesses bear exclusive responsibility for any claims arising from the impossibility of utilizing a reserved agreement due to poor communication, lack of information by the staff, or depletion of supplies.

**5. Rights/Licenses**

5.1. FlavorHub is authorized to use the names of Associate businesses, as well as all text and visual materials (e.g., photographs, videos, menu, description) from the website and social media channels of the business for its profile and for advertising, for example on the website and social media profiles of FlavorHub, or those of third parties. In addition, the Associate may provide corresponding materials to FlavorHub.

5.2. Images provided by the Associate are considered to have an exclusive, temporally, geographically, and quantitatively unlimited license (or sublicense) and may be edited and adapted by FlavorHub, or published in any way. The Associate guarantees that no third parties have rights to the provided images conflicting with this purpose and undertakes to compensate FlavorHub for any disputes arising from existing rights that would lead to damage.

5.3. The Associate guarantees that the use and publication of material by FlavorHub does not violate applicable legal regulations or the rights of third parties of any kind, including personal rights of identifiable individuals in photographs or videos. The business further guarantees that the publication of photos and videos without the identification of copyright (e.g., indicating the photographer) is permissible. The Associate will indemnify FlavorHub for any claims by third parties in connection with the above-mentioned infringement of rights and undertake to reimburse FlavorHub for all expenses and damages incurred in this context.

5.4. If the provided images do not meet the requirements of FlavorHub, or if an agreement to this effect has been concluded between FlavorHub and the Associate business, FlavorHub will create the images. These images are in fact the property of FlavorHub and are provided to the Associate at their written request on the basis of a non-exclusive, temporally, geographically, and quantitatively limited license, unless otherwise agreed by the parties.

5.5. FlavorHub retains the right to use material even after the Foundational Agreement ends. This includes maintaining the restaurant’s profile in the application, on the website, and on social media accounts, along with all related text, visual materials, comments, and ratings. However, the reservation of OFFERS will no longer be possible.

5.6. The restaurant may at any time object to the use of materials such as photographs or videos, or the publication of its profile in the application and on the website. If this occurs, FlavorHub will remove the content so that it is no longer publicly accessible. This will be done within a reasonable period of time, taking into account technical capabilities, in particular the ability to delete the profile in the application and the social media networks where the content was posted.

5.7. Associate businesses may use the FlavorHub logo provided on the website or handed…