Terms and Conditions

1. Interpretation and Definitions

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular
or in plural.

For the purposes of these Terms and Conditions:

• Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
• Account means a unique account created for You to access our Service or parts of our Service.

• Client refers to the customer utilizing the services of the Company.
• Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Tex Tracer B.V., Koivistokade 76 Unit B, 1013 BB, Amsterdam (which includes successors, representative-in-interest and permitted assigns)
• Data refers to all Your data provided such as text, images, or other information that is posted, uploaded, linked to, or otherwise made available by You, regardless of the form of that content.

• Feedback means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.

• Privacy Policy refers to the privacy policy of the Company, which can be found at our Website under the “Privacy Policy” section.
• Service refers to the service provided by the Company through the Website.
• Terms and Conditions (also referred as “Terms of Use”) mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
• User (also referred to as You, Your) means any natural or legal person who has agreed to become a user of the Website, accessing, or using the Service, including but not limited to brands, suppliers and third parties.

• Website refers to tex-tracer.com, accessible from https://www.tex-tracer.com/ which includes the Company’s applications and platform (including my.tex-tracer.com, dashboard.tex-tracer.com and product.tex-tracer.com)

2. General Terms

These are the Terms and Conditions governing the use of the Service, constituting the legal agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service. These Terms are an electronic record within the meaning of the applicable law. This electronic record is generated by a computer system and does not require any physical or digital signatures and can be enforced as a written contract.

These Terms of Use and the Privacy Policy, together with any additional Service-specific terms &conditions/other policies which may be applicable and/or available on our Website, are jointly referred to as “Terms of Use” and constitute the terms of Your access and use of the Website/Application and the Services. These Terms of Use apply to all visits to our web portal, including relating to the platform, and all other applications, (“Website”), and all uses of our services, including (but not limited to)all associated content, information and/or recommendations provided to You by or through our services, as detailed on the Website. Where any part of these Terms of Use is amended, the Terms of Use shall been faceable in its amended form. Please be sure to review this Agreement periodically to ensure familiarity with the most current version.

By accessing and using our Services, You hereby agree to these Terms of Use, in its entirety. If at any time the terms and conditions of this Terms of Use are no longer acceptable to You, You should immediately cease all use of the Service. By accessing, registering, or using the Services You agree to be legally bound by these Terms of Use and consent to our usage of information as outlined in our Privacy Policy. Your use of our Services is subject to Your compliance with these Terms of Use.

The use of this Website is further subject to the following terms and conditions:

• You confirm that You are over the age of 18. The Company does not permit those under 18 to use the Services
• If You are using the Website on behalf of a business, then You must have the authority to bind Your business to these Terms of Use

• The Company will use commercially reasonable efforts to make the Services available, except for (i) planned downtime or (ii) any unavailability caused by circumstances beyond its reasonable control, including without limitation, acts of God such as flood, fire, and earthquakes, acts of government, civil unrest, acts of terror, strikes or other labor problems, or internet service provider failures or delays. The Company will provide the Services only in accordance with applicable laws and government regulations.
• In case of non-compliance with any applicable laws, rules or regulations, or these terms of Use by You, the Company has the right to immediately terminate the access or usage rights to the Services and to remove non-compliant information.

3. Services and Use of Website

While some of the content and pages of the Website are free to view, to access certain areas and features within the Services, You must create an Account with the Company. For the creation of the Account, You must provide Us personal information (identifiable personal information) that is accurate, complete, and current at all times. You expressly acknowledge that the Company will rely on the information as would be provided by You and thus You hereby warrant that any and all information provided by You in the course of creating the Account is true. Failure to do so constitutes a breach of these Terms of Use, which may result in immediate termination of Your Account. This identifiable personal information provided by You is protected in accordance with the Privacy Policy. You are hereby granted a limited, non-exclusive, revocable, non-transferable right to access our Website and use the Services solely in accordance with the permitted Terms of Use mentioned herein. The Company may disclose or transfer personal data/information to the extent it is necessary to provide the Services to another entity or person, as per the Privacy Policy.

You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password. You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your Account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar, or obscene. By entering Your phone number/email address You agree that We may send You notifications, marketing offers, and other reminders. By signing up You provide Your consent to receive communication from the Company.

You agree to use the Website and the materials provided therein only for purposes that are permitted by: (a) these Terms of Use, and (b) any applicable law, regulation or

generally accepted practices or guidelines in the relevant jurisdictions. It is prohibited to access or utilize the Website for any unlawful or unauthorized purposes, or in any manner that violates local, national, or international laws or regulations. Furthermore, You are not permitted to employ the Website in a fraudulent manner or with fraudulent intent. You are solely responsible for Your actions on the Website. It is prohibited to use the content of the website without the prior written approval of the Company.

You are prohibited from:

•  Violating or attempting to violate the integrity or security of the Website;
• Intentionally submitting on the Website any incomplete, false, or inaccurate information;
• Using any engine, software, tool, agent or other device or mechanism (such as spiders, robots, avatars, or intelligent agents) to navigate or search the Website;
• Attempting to decipher, decompile, disassemble, or reverse engineer any part of the Website;
• Copying or duplicating in any manner any of the Company’s content or other information available on the Website;
• Conducting any systematic or automated data collection activities, including but not limited to scraping, data mining, data extraction and data harvesting on or in relation to our Website Services, without Company’s express written consent;
• Violating any local, state, national or international law;
• Using the website in a way which interferes, disrupts, or hampers with the proper functioning of the website;
• To gain or attempt to gain unauthorized access (other than through the interface that is provided by the Website) to our Website and/or Services;
• To interfere with or disrupt the integrity, security, or performance of our Services;
• To create accounts for our Services through unauthorized or automated means;
• Framing, hotlinking or deep linking any of the Company’s content; and
• Posting materials to any of the Website’s social media pages or otherwise on social media, that are unlawful, fraudulent, libelous, slanderous, defamatory, abusive, harassing, threatening, obscene or infringing on the rights of any third- party, including but not limited to intellectual property, privacy/confidentiality, or publicity rights.

The Company reserves the right to make modifications to the Services without prior notice, as long as these changes do not significantly reduce the usefulness of the Services to You.

4. Data

Our Service allows You as a Client to provide Data, subject to prior intimation. You are responsible for the Data that You post, including its legality, reliability, and appropriateness. The Company is not liable in this regard. You own all the rights, title, and interest relating to the Data.

Under these Terms of Use, You give the Company a non-exclusive and restricted right to access, utilize, and analyse Your Data as required to carry out the requested Services ("Data Use Rights"). You retain all of Your rights to the Data that You submit, post or display and You are responsible for protecting those rights. You acknowledge that the Data Use Rights encompass the utilization of Your Data for platform analytics by the Company, which may be shared with other platform companies that are actively or passively linked to within the platform. The Company may use Your Data to further improve the services.

You represent and warrant that: (i) the Data is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms of Use, and (ii) the posting of Your Data on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

You may not transmit any Data that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene, or otherwise objectionable. Examples of such objectionable content include, but are not limited to the following:

• Unlawful or promoting unlawful activity.
• Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
• Spam, machine-generated, randomly generated, unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
• Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
• Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
• Impersonating any person or entity including the Company and its employees or representatives.
• Violating the privacy of any third person.
• False information and features.

The Company reserves the right, but not the obligation, in its sole discretion, to determine whether or not any data is appropriate and complies with these Terms of Use, and to refuse or remove this content. The Company further reserves the right to make formatting edits and changes to the manner of the data for providing services. The Company can also limit or revoke the use of the Service if You post such objectionable content. As the Company cannot control all data posted by users and/or third parties on the Service, You agree to use the Service at Your own risk. You understand that by using the Service, You may be exposed to data that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of Your use of any content.

Data Backups

Although regular backups of uploaded data are performed, the Company does not guarantee that there will be no loss or corruption of data. Corrupt or invalid backup points may be caused by, among other factors, data that is corrupted prior to being backed up or that changes during the time a backup is performed. The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of data. However, You acknowledge that the Company has no liability related to the integrity of data or the failure to successfully restore data to a usable state. You agree to maintain a complete and accurate copy of any content in a location independent of the Service. In the event that You remove any of Your Data from the Services, the Company may retain Your Data for a commercially reasonable period of time for purposes such as backup, archival, or audits.

Data protection

The Company uses blockchain technology to store the data. It is important to note that no personal data is stored within the blockchain. Instead, plaintext information related to company names, company descriptions, and other data pertinent to supply chain management is stored on the blockchain. Parties involved should be aware that data stored in the blockchain remains perpetually visible and cannot be permanently deleted. The Company has the ability to update the data, but complete deletion is not feasible. Even after data updates, previous versions within the blockchain history remain accessible. It is worth mentioning that the blockchain solution is a permissioned blockchain, and access is exclusively granted through the Company’s dashboard. Upon Your request, Your Data may be removed from the Services in accordance with applicable laws. Ensuring compliance with legal data protection requirements is addressed in the Privacy Policy.

5. Reliance on information

The Company’s website provides insightful supply chain information to You as a Client. The journey of Your clothing item is mapped through the Data submitted by You and Your supply chain partners. We urge You to provide required, pertinent, and current data and information. The information presented on our Website is provided to You as is, without any guarantees, and its availability may vary. We do not have control over or influence the transmission of information from You or Your supply chain partners. Although We strive to ensure the accuracy of the data and information We provide, We cannot be held responsible if it is discovered that the source data and information provided to us are incorrect. In addition, We cannot be held accountable for any incomplete or inaccurate data and information received from You. It is explicitly agreed that You will be solely responsible for providing the required data from Your supply chain partners, where applicable.

We do not provide any express or implied representations, warranties, or guarantees regarding the accuracy, completeness, or timeliness of the content/information provided/available on Our Website. It is highly advisable that You independently verify any information before relying on it. By using and relying on the content on Our Website, You acknowledge that We are not liable for any direct or indirect damages that may arise or be related to such use and reliance, or any temporary unavailability of our Website.

6. Warranties

Each party warrants that:

• It has full power and authority to execute, deliver, and perform;
• It will adhere to all relevant laws and regulations while using the Services or performing its obligations; and
• These terms of use constitute legal, valid, and binding obligation enforceable against it in accordance with the terms herein.

You represent and warrant that You possess the right to provide the Data Use Rights to the Company without violating the rights of the third parties. You further warrant that Your Data and Your use of the Services do not infringe, defame, or engage in any unlawful or tortious activities. The Company reserves the right to remove data and refuse to provide Services related to any of Your Data that the Company determines to be in violation of the stated warranties.

7. Intellectual property

The Company and its affiliates shall remain the owner of all intellectual property that they own, control, or publish on the Website or that they develop or acquire thereafter,  tex.tracer T&C’s version November 2023  respectively. The Service and its original content (excluding Data provided by You), features and functionality are and will remain the exclusive property of the Company and its licensors. The Service is protected by copyright, trademark, and other laws of both the country and foreign countries. Our intellectual property rights (trademarks) may not be used in connection with any product or service without the prior written consent of the Company.

Any modification or any other utilization of the content published on the Website on any other website or online platform, without including a link to the specific webpage of the Company’s Website where the content was initially uploaded, will be considered a violation of intellectual property rights. In such cases, the Company may take appropriate legal action to seek redress.

Submitting data to the Website affirms the possession of the legal entitlement, ownership, and authorization to do so. In the event of becoming aware of any  infringement, the same shall be reported to the Company via email at hello@tex- tracer.com. Upon receipt of a notification, the Company will take whatever action, in its  sole discretion, it deems appropriate, including removal of the challenged content.

In case it is established that You are misrepresenting, You may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any data is infringing Your copyright.

The platforms of the Clients should not create the impression that the Company is affiliated with them or that the Company supports, endorses, or possesses ownership of the data or information found on those platforms. This includes the products and content displayed on the platforms of the Clients. The brands, suppliers, and other third parties understand that they are solely responsible, and not the Company, for any reliance placed by their respective users on the data and information provided on this website. In addition, the Client’s platform shall not publish incorrect information about this Site or any of Company’s products or services, in any manner.

8. Links to other websites

Our Service may contain links to third-party websites or services that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party websites or services that You visit.

9. Payment terms

If Your subscribe to the Company’s Services as a client, fees may be paid monthly or yearly as per the individual commitments on receipt of the Company’s invoice.

To facilitate payment for Your use of the service, You may be asked to provide the Company with billing and account details, such as credit/debit card information, online banking credentials, or other authorized payment methods. It is important that You provide the Company with accurate, up-to-date, and complete billing information. Additionally, You are responsible for promptly updating your billing Information to ensure its accuracy and completeness.

If Your payment source is found to be invalid, charges billed to it are declined or unpaid, or if You fail to pay the charges for the Service on time, the Company reserves the right to downgrade, suspend, or cancel Your account at its sole discretion. In the event of an account suspension, the Company may choose, but is not obligated, to retain Your account and/or associated content and information to allow You to settle any outstanding charges and restore Your Account.

In addition to any other available remedies, You are obligated to pay a late fee as specified in Your agreement with the Company for any overdue payments.

Unless expressly stated otherwise, all charges for any paid versions of the Company Service are non-refundable, even if You cancel Your use of the paid version before the end of Your current billing period.

You bear sole responsibility for any taxes, levies, charges, and fees incurred or that may be payable to any relevant taxing authority in relation to the transactions associated with this agreement, except for any Tax Deducted at Source (TDS) liability incurred by the Company. All fees mentioned for using the Company Service are exclusive of any applicable taxes.

10. Your feedback to Us

You assign all rights, title, and interest in any feedback You provide to the Company. If  for any reason such assignment is ineffective, You agree to grant the Company a non- exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use,  reproduce, disclose, sub-license, distribute, modify, and exploit such feedback without restriction.

11. Term and termination

These Terms of Use will remain in full force and effect indefinitely while You are a User/Client of the Website in any form or capacity. The Company reserves the right to suspend, restrict or terminate Your Account on the Website or suspend, restrict, or terminate the access to the Company’s Services and Your Account at its sole discretion in the following cases (including but not limited to):

• Your breach of any Terms and Conditions of this agreement; and
• The Company believes, in its sole discretion, that Your actions may cause legal liability for You, other Users, or for the Company, or are contrary to the letter, spirit, and interests of the Company.

The Company reserves the right, at its sole discretion and at any time, to cease providing its services or any portion thereof, with or without notice, for any reason whatsoever, including without limitation to the reasons mentioned above. Termination of Your access to the Company’s Website and Services, under any provision of these Terms of Use, may occur without prior notice and will result in cessation of the right to use the Services.

Without prejudice, the termination of this agreement for any cause shall not release You from any liability or claim, which at the time of termination has already accrued to You or which may accrue thereafter in respect of any act or omission prior to such termination or which has accrued in consequence of this clause. Upon termination of an Account due to the reasons mentioned herein, You shall no longer have access to the Company’s Services and the content on the Website. You shall ensure to have continuous backup of the Services rendered to You in order to comply with Your record-keeping process and practices. The Company shall have no liability towards You or any third party for such deleted content due to the cancellation or termination of Your access to the Website for any reason whatsoever.

12. Indemnification

You agree to indemnify and hold harmless the Company, its affiliates, officers, directors,  employees, consultants, licensors, agents, and representatives from any and all third- party claims, losses, liability, damages, and/or costs (including reasonable attorney fees  and costs) arising from the access to or use of the Website, violation of these Terms of Use, or infringement by the User of any intellectual property or other right of the Company or any person or entity. The Company will notify You promptly of any such claim, loss, liability, or demand, and in addition to Your foregoing obligations, You agree to provide us with reasonable assistance, at Your expense, in defending any such claim,  tex.tracer T&C’s version November 2023  loss, liability, damage, or cost. The obligation to indemnify shall be effective and shall  extend to all such claims or losses in their entirety. This shall further include any third- party claims made against the Company in respect of any infringement of these Terms  of Use or claims made on account of any negligence, default, or breach by You arising out of or in respect of the performance of these Terms of Use.

13. Limitation of liability

The Company shall not be responsible or liable in any manner to You for any losses, damage, injuries, or expenses incurred as a result of any disclosures made by Company when You have consented to the disclosures by the Company in compliance with the applicable laws and as per the Privacy Policy.

The Company assumes no responsibility and shall not be liable for any damages to, or viruses that may infect Your equipment on account of Your access to, use of, or browsing the Website or the downloading of any material, data, text, images, video content, or audio content from the Website.

Notwithstanding any damages that You might incur, the entire liability of the Company under any provision of these Terms of Use and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or €1000, whichever is lower.

To the maximum extent permitted by applicable law, in no event shall the Company or its affiliates be liable for any special, incidental, indirect, or consequential damages whatsoever, including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of these Terms, even if the Company has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

14. Disclaimer

The Service is provided to You"AS IS" and "AS AVAILABLE", and with all faults and defects, without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service. This includes all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. It also covers warranties that may arise out of course of dealing, course of performance, usage or trade practice.

Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind regarding the Service. This includes warranties that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error-free, or that any errors or defects can or will be corrected.

Furthermore, the Company does not make any representation or warranty, whether express or implied, regarding the following:

• The operation or availability of the Service, or the information, content, and materials or products included therein;
• That the Service will be uninterrupted or error-free;
• The accuracy, reliability, or currency of any information or content provided through the Service; or
• That the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

15. Privacy

We place immense importance on protecting Your privacy. Please review the Privacy Policy outlining the management of the personal information and data processing. It is important to note that We do not handle Your financial or payment details. For information on how our payment partner handles Your credit card and other crucial information, please refer to their terms and conditions. If You do not agree to the transfer, processing, or usage of Your information, We kindly ask that You refrain from accessing or using the Website.

16. Severability and waiver

Severability: If any provision of these Terms of Use is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of that provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

Waiver: Except as provided herein, the failure to exercise a right or to require the performance of an obligation under these Terms of Use shall not affect a party's ability to exercise such right or require such performance at any time thereafter, nor shall the waiver of a breach constitute a waiver of any subsequent breach.

17. Translation interpretation

These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

18. Amendment

The Company reserves the right to revise and update these Terms of Use at any time without notifying You. Therefore, please periodically review these Terms of Use, our Privacy Policy, and any other policies that may be posted on Our Website, each of which are accessible via the Website homepage. Continued usage of our Services will be considered acceptance of any changes. The User agrees that, during the term of this agreement, We may revise these Terms and Conditions and change the Services provided underthis agreement. Any such revision or change will be binding and effective immediately on release of the revised agreement or change to the Service(s) on Our Website. Unless We expressly notify otherwise, these Terms of Use incorporate and supersede any other terms associated with the Services.

19.Governing law

These Terms of Use shall be governed by and constructed in accordance with the laws of Netherlands, without reference to conflict of laws principles, and disputes arising in relation hereto.

A printed version of these Terms and Conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

20. Disputes resolution and jurisdiction

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company. In the event thatno resolution is reached between the parties, the court of Amsterdam shall have the jurisdiction to settle the dispute.

21. Contact Us

If You have any questions about these Terms and Conditions, please feel free to contact us at hello@tex-tracer.com.