- the use of the website, thea pplications of iSense, the iSense Platform and the iSense digital tools, e.g. www.isensegroup.com; app.isensegroup.com;
- the use of a user account.
2. Services provided by iSense
2.1 In General
The Services provided by iSense are visible on iSense’s website and on the iSense Platform and include the iSense digital tools and services.
iSense is free to change, extend or cease providing Services in terms of content or format at any time.
iSense may at any time change the prices and offers of the Services.
iSense shall take reasonable efforts to always use up-to-date and accurate data in its Services, although data may contain errors or incomplete information as a result of technical or other incidents. The User shall have no claims against iSense on the basis of the foregoing.
The operation and management of the Services are executed by iSense. iSense strives to operate its Services as free from disruptions as possible and to minimize interruptions for correcting malfunctions, performing maintenance work, introducing new technologies and the like, but it cannot completely exclude the same. Technical developments are implemented at the sole discretion of iSense.
2.2 Registration, User Account
In order to use the Services, it may be necessary to register. Upon registration iSense will create a User Account based on the information given. Only Users with a legal capacity to act (natural and legal persons) are permitted to register and/or hold a User Account. Each User may only have one active User Account. iSense may at any time cancel and/or delete any additional User Accounts (see below).
The User shall be obliged to provide accurate, current and complete information and to keep the information up-to-date at all times. The User shall be solely responsible for the content of his/her User Account and, as a result, for the information he/she provides. iSense is not obliged to check such information in terms of accuracy or completeness but is free to do so. iSense may at any time cancel and/or delete any User Account that proves to be inaccurate, fraudulent, not current or incomplete (see below).
The User shall be obliged to treat his/her access data (user name/password) confidentially and protect it against any misuse. To further secure the Users usage of the UserAccount, iSense shall determine the type of access protection deployed and shall take measures in order to protect its Services against any unauthorised interference by third parties. Nonetheless, the User shall have no claims against iSense for any misuse of access data or any loss or damage caused through any improper access of the User Account and use of the Services. If theUser detects or assumes any misuse or other unlawful offers and content, he/she shall immediately notify iSense of such event (firstname.lastname@example.org).
iSense may, at their discretion and without liability to the User, with reasonable cause, refuse a registration or with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel a User Account. In such a case, any or all of the following shall occur with or without prior notice or explanatory statement to the User:
- the User Account may be deactivated or suspended, the User’s password may be disabled and the User may no longer be able to access the Services, the User Account and/or the Users content;
- the User may no longer receive assistance from iSense’s Customer Service; and
- any pending or accepted future orders or contract between the User and iSense may immediately be terminated.
iSense cannot be held responsible for any compensation for orders (even if confirmed) that were cancelled as a result of a suspension, deactivation or termination or any other losses in relation to a suspension, deactivation or termination of a User Account.
The User is free to cancel his/her User Account at any time by sending an e-mail to the following address: email@example.com.
2.3 iSense Platform
iSense operates the iSense Platform. The iSense Platform is the IT infrastructure of iSense consisting of the iSense Collection Manager and the iSense Marketplace. The iSense Collection Manager is a private and protected digital tool that allows uploading and managing User Content (in particular information about flavors and taste ingredients; hereinafter “Flavors”) in order to create and manage the User’s personal Flavor collection. In addition, the Collection Manager allows viewing and managing the iSense Sensory Profiles (see Section 2.4).
User Content and iSense Sensory Profiles (see Section 2.4) saved in the iSense CollectionManager can also be shared with other Users (hereinafter: “Shared User Content”). This can either be done vis-à-vis a specific other User or all otherUsers via the iSense Marketplace. The iSense Marketplace is a digital tool with which iSense intends to connect Users supplying Flavors and Users requesting such Flavors using iSense Flavor Digitization™️ and its result, the SensoryProfiles (see Section 2.4) as a common specification of the Flavors. Users will therefore have the possibility to contact one another with the purpose of requesting a Flavor sample.
iSense is authorised but not obligated to monitor User Content on the Platform and/or to verify its accuracy, completeness and lawfulness. iSense may, at its sole discretion and without liability to the User, with reasonable cause, refuse the upload and/or sharing of User Content or without prior notice and at any time, decide to delete or change already uploaded private or Shared User Content or to refuse a User to contact other Users through the Services. The User has no right vis-à-vis iSense to the sharing of User Content or Flavor Digitizations™️ and their results, the iSense Sensory Profiles (see Section 2.4), the use of the Collection Manager, the use of the Marketplace, the contacting of otherUsers via the Services or to any other Service provided by iSense.
The User expressly undertakes not to use the information and content made available on the iSense Platform in any manner or form outside the iSense Platform, whether it is information provided by iSense or User Content provided by otherUsers. In particular, Users shall refrain from copying, publishing or otherwise reproducing (e.g. on the Internet) in any form the data made available on iSensePlatform or to link those data to other data. iSense may at any time and at its sole discretion admit and/or exclude Users from the use of the iSense Platform. The User has no right vis-à-vis iSense to a use of the iSense Platform or any other Service provided by iSense.
User Content and Sensory Profiles (see Section 2.4) uploaded to the Collection Manager will not be accessible for other Users or third parties without the consent of theUser. Consent is considered given:
- with regard to all other (existing and future) other Users, when the User uploads User Content to the Marketplace;
- with regard to a specific other User, when the User shares User Content with said User;
- with regard to other User colleagues, registered under the same Company or Group, when the User uploads the User Content to the Collection Manager.
By requesting a Flavor sample the User undertakes to complete all questionnaires and answer all questions by iSense in connection with the Request and the Flavor sample received in a truthful and complete manner. The data collected by iSense in this manner will not only be shared with third parties in an anonymous manner.
2.4 iSense Flavor Digitization™️
iSense offers the possibility to order an iSense Flavor Digitization™️. The iSense Flavor Digitization™️ is the sensory profiling of a Flavor executed by iSense, for the User’s Flavors. When profiling a Flavor, iSense creates a net diagram of the Flavor, the iSense Sensory Profile.
iSense may at any time and at its sole discretion decide to accept or refuse an order for an iSense Flavor Digitization™️. The User has no right vis-à-vis iSense to demand an iSense Flavor Digitization™️ or any other Service provided by iSense.
The User is entitled to use the iSense Flavor Digitization™️ and its result, the iSense Sensory Profile on the iSense Platform only for internal research purposes and linked to his/her own product development and intelligence building. Other than that the User expressly undertakes not to use any iSense Flavor Digitization™️ and its result, the iSense Sensory Profile, be it of his own Flavor or that of any other User in any manner or form outside the iSense Platform. In particular, Users shall refrain from copying, publishing outside of the iSense Platform or otherwise reproducing (e.g., on the Internet)in any form any iSense Flavor Digitization™️ and its result, the iSense Sensory Profile. The iSense Flavor Digitization™️ and its result, the iSense Sensory Profile, of a User’s Flavor may, however, be shared on the iSense Marketplace as Shared User Content vis-à-vis other Users for the purpose of connecting Users supplying Flavors and Users requesting them.
2.5 iSense Toolkit™️
iSense offers the order of iSense Toolkits™️, boxes containing the referents associated with a given flavor language. iSense may at any time and at its sole discretion decide to accept or refuse an order for an iSense Toolkit™️ .The User has no right vis-à-vis iSense to demand an iSense Toolkit™️ or any other Service provided by iSense.
3. Obligations of Users
- he/she will supply all data transferred to iSense or its partners and/or uploaded to the User Account and/or Collection Manager in the form and quality specified by iSense;
- he/she is entitled to all data provided to iSense or its partners, uploaded to the User Account and/or the CollectionManager and/or shared with other Users via the iSense Marketplace, directly or indirectly, and may use the same within the scope of the contractual agreements with iSense;
- the data transferred to iSense or its partners, uploaded to the User Account and/or the Collection Manager and/or shared with other Users via the iSense Marketplace are complete and truthful, not misleading or unfair and will continuously be kept current by theUser;
- the Shared User Content is described in an accurate and truthful manner, exhibit the specified qualities and does not infringe applicable laws or rights of third parties (in particular intellectual property rights and privacy rights);
- he/she will not use, display, mirror or frame the Services or User Content of other Users, or any individual element within the Services or User Content of other Users, iSense’s name, any iSense trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Services without iSense’s express written consent;
Moreover, the User undertakes not to recruit or otherwise solicit any User to join third-party services or websites that are competitive to iSense, without iSense’s prior written approval.
If legal action is taken against iSense by a third party or another User in connection with the use of the Services, an agreement with the User, data provided by User, the UserContent or products or services offered by Users, as applicable, the User shall be responsible for fully indemnifying and holding iSense harmless, upon first request, against and from any claims and losses, including covering all court and out-of-court costs incurred by iSense. Upon request by iSense, the User must also make available all documents deemed useful by iSense for defending against the action and must become a party to the proceedings.
4. Intellectual Property and Copyright
iSense respects copyright law and expects its Users to do the same. It is iSense's policy to delete all User Content and/or terminate in appropriate circumstances the User Accounts which infringe or are believed to be infringing the rights of copyright holders (see Section 2.2).
The Services are protected by copyright, trademark, and other laws of Switzerland and other countries. The User acknowledges and agrees that the Services, including all associated intellectual property rights, are the exclusive property of iSense and its licensors, as far as it is not User Content. The User agrees not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights incorporated in or accompanying the Services, whether it is owned by iSense or other Users.
The User acknowledges and agrees that he/she is solely responsible for all User Content that he/she uploads to the Services and/or shares with other Users.Accordingly, the User represents and warrants that:
- neither the User Content nor the User’s posting, uploading, publication, submission or transmittal of theUser Content or iSense's use of the User Content (or any portion thereof) on, through or by means of the Services will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation
4.2 License to the User
- access and view any personal and generally available iSense content solely for the User’s purposes, the purposes of his company or the purpose of his/her own or his/her company’s business partners;
- access and view any personal iSense content that is only accessible with a User Account (i.e. content of iSensePlatform), if a User Account has been created by iSense, only for the User’s purposes, the purposes of his company or the purpose of his/her own or his/her company’s business partners
- access and view any other Users’sContent to which the User is permitted access, solely for the Users business purposes, the purposes of his company or the purpose of his/her own or his/her company’s business partners.
The User has no right to sublicense the license rights granted in this section.
4.3 License to iSense and other Users
By requesting a User Account the User grants to iSense all necessary licenses to:
- create the User Account;
- access the User Account and alluploaded Content in order to ensure its accuracy and lawfulness;
- limit, suspend, deactivate or cancel the User Account in accordance with Section 2.2;
- amend or delete all uploaded User Content in accordance with Section 2.3.
By giving consent to making User Content accessible to other Users (See Section 2.3), the User grants to iSense all licenses necessary to make the User Content visible and accessible to the other Users for whom consent has been given. This does not grant the receiving Users any right on such information or content. The User Content remains in the full property of the User who shared it. The User expressly commits not to copy, publish or reuse any information that has been shared with him, which he/she has no right upon.
By ordering an iSense Flavor Digitization™️ the User grants to iSense all necessary licenses needed to create the iSense Flavor Digitization™️ and to create its result, the iSense Sensory Profile.
5. Data Privacy
6. Liability and warranty
6.1 In General
iSense is only liable for any direct or immediate damage caused by wilful intent or gross negligence. Under no circumstance is iSense liable for indirect, collateral or consequential damages or for lost profits.
iSense is not liable for any misuse of the Internet or for associated damages caused to the User by third parties or other Users, for safety defects and interruptions of the telecommunications networks of third parties and the Internet, or for interruptions of operation and disruptions of the Services.
iSense does not and is not obligated to examine the content of websites linked to the Services and is not liable for the content of such linked websites.
In all cases (whether arising under contract, tort, negligence, strict liability, through indemnification or otherwise), iSense’s liability per claim, and the User’s exclusive remedy, with respect to the Services which fall under these Terms ofUse, shall be limited to the lesser of:
- the direct and immediate loss or damage caused by iSense’s misconduct in connection with the Services and
- the amount invoiced by iSense to the User in relation to the Services within the last 12 months up to CHF 150’000.
6.2 iSense Platform in particular
The iSense Platform contains information and content owned by iSense, as well as by iSense’s Users (User Content). iSense strives to ensure the accuracy of this information and content but makes no express warranties or representations in this respect. This relates, in particular, to the truthfulness, accuracy, completeness and currency of the information and content. iSense rejects any liability for losses that may arise from the retrieval, access or use of information and content of the iSense Platform. Such information and content are retrieved and used exclusively at the Users’ own risk.
The User is fully responsible for his/her User Content uploaded to the Collection Manager as well as for Shared User Content. In particular it is the sole responsibility of the User that the Shared User Content is complete and truthful, not misleading or unfair and will continuously be kept current by the User. iSense denies any liability for private or Shared User Content. In particular, iSense makes no warranties or guarantees for the products and services offered by Users via the iSense Marketplace, as well as for any contracts potentially resulting therefrom, e.g. sale contracts made among Users or third parties. No reference or description on Services is an endorsement, certification or guarantee by iSense about any User Content or User, including the identity of the User and whether the User is trustworthy, safe or suitable.
The User may be able to rate other Users and/or their Shared User Content. The User must be honest and accurate in their appraisals. No User rating is an endorsement, certification or guarantee by iSense about any User or User Content.
6.3 iSense Flavor Digitization™️ in particular
iSense makes no warranties or guarantees for accuracy and completeness of the iSense Flavor Digitizations™️ and its results, the iSense Sensory Profiles, made available on the iSense Platform, the iSense Marketplace, the internet or in any other way or place. iSense rejects any liability for losses that may arise from the use of iSense Flavor Digitization™️ and its result, the iSense Sensory Profile, or information related to such. The iSense Flavor Digitization™️ and its result, the iSense Sensory Profile, and information related to such are used exclusively at the User’s own risk. In addition the Terms and Conditions for iSense Flavor Digitization™️ are applicable.
7. Legal status of iSense
iSense is not a party to contracts between Users or between a User and a third party regarding products and services (i.e. Flavors) offered by Users via the iSense Marketplace.iSense is in no way responsible for the conclusion of the contract and for any associated risks.
The information and content reproduced by Users on iSense Marketplace does not establish an offer, an invitation to make an offer or a recommendation concerning a purchase by iSense.
8. General provisions
9. Applicable law and jurisdiction
These Terms ofUse are exclusively subject to Swiss law, excluding its international conflict of laws rules [Swiss Act on International Private Law (IPLA)]. The UnitedNations Convention on Contracts for the International Sale of Goods (CISG) is expressly and entirely excluded. The exclusive place of jurisdiction and performance is Zurich, Switzerland.
iSense AG, Zurich, September 2019