BrainLabs GmbH, Brandstrasse 25, 8952 Schlieren, Switzerland, CHE-138.884.414 ("BrainLabs") has developed a Social-Table Concept and Marketplace called Drool ("Drool"). Under the brand "Drool", BrainLabs offers gastronomy, hotel, and event business entrepreneurs ("Partners") the opportunity to develop their own Social-Table creations ("Social-Tables") online and offer those to their guests on the marketplace. Interested users ("Users") can book and pay for tickets for these Social-Tables online and thereafter participate in them.

• By creating a partner profile on Drool, the Partner acknowledges having read, taken notice of, and agreed to these Terms and Conditions of Use.
• BrainLabs reserves the right to amend these Terms and Conditions of Use from time to time and appropriately inform the Partner thereof. Applicable are the Terms and Conditions of Use as then in effect that are accessible on Drool ([
  ]). By using Drool, the Partner agrees to the applicable Terms and Conditions of Use.
• If Partners disagree with any amendments to the Terms and Conditions of Use, they can contact BrainLabs at [email protected] or via Chat Box and send a request for account termination. The Partner is aware that this may result in certain services becoming no longer available to the Partner. After the account closure, the Partner"'"s profile is also deleted, or a process is carried out that is equivalent to the deletion (such as complete anonymization of all data).

• Partners independently offer services ("Social-Tables") on Drool on the basis of the Social-Table Concept. Drool allows the User to connect with such Partners via the Social- Marketplace and book Social-Tables.
• Drool offers three categories of Social-Table:
  • Drool Public-Table: Basically, all Users may participate in the Drool Public-Table to the extent that relevant tickets are available. This allows Users to enjoy the Partner's relevant service with Users who are unfamiliar to them and so contact Users unfamiliar to them.
  • Drool Private Table: In the case of Drool Private-Tables, the Partner's services are in advance limited to a group of two or four Users who know each other. The focus is on enjoying the service together with trusted persons. For the rest, the Drool Private-Table is identical to the Drool Public-Table.
  • Drool Personal-Table: The Social-Table is designed and customized upon the User's request and is available to him and persons of his choice, who must register previously. This table also can be used to handle catering requests.
• Social-Tables may include other services that, if necessary, are provided by engaging third parties (e.g. provision of a transportation service by the User to the Partner; the "Transportation").

• The contractual relationship that governs the use of Drool by Users is between the User and BrainLabs and is regulated by relevant Terms and Conditions of Use for Users (the "Terms and Conditions of Use for Users"), which are available under this Link, and any further terms on Drool.
• BrainLabs offers Social-Tables on Drool in the name and on behalf of Partners.
• Where the User books Social-Tables through Drool, a contractual relationship arises between the User and the Partner with respect to the Social-Tables in accordance with the Terms and Conditions of Use for Users. BrainLabs is not a party to this contractual relationship and is only involved in its arrangement and performance as an assistant of the Partner. BrainLabs acts always in the name and on behalf of the Partner (direct representation).
• The contractual relationship between the User and the Partner, where this is accor-dingly laid down, is regulated by the Terms and Conditions of Use for Users and any further terms on Drool.

To use Drool, the Partner must register itself on Drool. The registration is verified by BrainLabs. BrainLabs may deny the registration without any reason.

• The Partner has the right to use Drool for its intended purpose. Any alternative use is prohibited.
• BrainLabs may at any time, at its sole discretion, terminate the use of Drool by Partners, refuse the registration, delete the profile, and/or prohibit them the use.
• BrainLabs expressly reserves the right to terminate the operation of Drool at any time, at its sole discretion, without providing any reasons whatsoever.

• Pursuant to the provisions of this Agreement, the Partner may offer Social-Tables on Drool, without involving BrainLabs as far as content is concerned.
• BrainLabs has no obligation to ensure that Partners offer the User such Social-Tables. BrainLabs has full discretion regarding whether, which, how many, and what type of Social-Tables are offered by Partners on Drool.
• The offering of Social-Tables on Drool is as follows:
  • Drool Public-Tables and Drool Private-Tables: The Partner may create a Drool Public-Table and Drool Private-Table on Drool under the provisions of this Agreement. After their creation and any verification by BrainLabs, Drool Public-Tables or Drool Private-Tables are displayed on Drool and, subject to relevant availability, can be booked by the User directly via Drool.
  • The Partner may change relevant offers of Social-Tables until at least one User makes a booking. Thereafter, any change is excluded.
  • With regard to Drool Personal-Tables, the User can express his interest in such a Personal-Table via Drool. BrainLabs will then within a period determined by BrainLabs – usually 72 hours – select up to five suitable Partners and request them to make a relevant offer. The Partner undertakes to respond to such requests within a period of 48 hours. BrainLabs forwards these offers to the User after appropriate verification, within 24 hours, in the name and on behalf of the Partner, without disclosing the identity of the Partner. The offers that the Partner makes available to BrainLabs for forwarding remain binding for a reasonable period – unless otherwise agreed between the Partner and BrainLabs, at least until the end of the eighth business day following the User's initial request. The User can then, if he is still interested, choose the Offer that is attractive to him and make a selection and payment via Drool. The Partner's identity is disclosed after the payment.
• If the User books via Drool a Drool Public-Table, Drool Private-Table, or Drool Personal-Table offered by a Partner, a respective contractual relationship arises between the User and the Partner upon payment of the total fee to BrainLabs (as the Partner's collection point). The booking procedure is completed when BrainLabs issues a ticket for the Partner. The ticket must contain at least the following information:
  • type, subject, place, and time of the Social-Table;
  • information about the Partner;
  • number of booked participation rights;
  • name of the User.
• BrainLabs will provide the Partner with a guest list with names of participating Users before the target date. In addition, the Partner can get information on the status of bookings on Drool.

• (a) On completion of the booking, a contractual relationship between the User and the Partner arises with respect to the User's participation in the Social-Table and with respect to the conduct by the Partner of the Social-Table for the User.
• (b) Such contractual relationship is governed by the relevant provisions of the Terms and Conditions of Use for Users as in effect at the time of the booking. They are incorporated during the booking. The Partner acknowledges having read, understood, taken notice of, and agreed to these terms and conditions. In the event of any inconsistencies, the following order of precedence applies:
  • (i) The Terms and Conditions of Use for Users as then in effect, to the extent rele-vant to the contractual relationship between the User and the Partner.
  • (ii) Any specific terms and conditions of the respective Social-Table as agreed upon during the booking.
• (c) BrainLabs acts in connection with Social-Tables only as a direct representative or assistant of the Partner with regard to the negotiation and conclusion of the agreement and certain other activities as set out in the Terms and Conditions of Use for Users. All information on Drool and all other possible communication of BrainLabs with the User in relation to specific Social-Tables are to be understood as public announcements of BrainLabs in the name of the respective Partner (direct representation). In relation to the booking of, participation in, and conduct of Social-Tables, BrainLabs under no circumstances becomes a party to the agreement (and/or other agreements between the User and the Partner in relation to the booking of, participation in, and conduct of the Social-Table).

1. Creation and Pricing of Social-Tables

   Pursuant to the terms and conditions as set out above, the Partner may create Social-Tables on Drool and offer them to the Users. In this connection, the following principles apply:

   • The Partner defines during the creation of Drool Public-Tables and Drool Private-Tables, in particular
     • the number of tickets (at least 6 for Drool Public Tables; 2 or 4 for Drool Private-Tables).
     • the ticket price per booking (plus VAT), which constitutes the total fee of the Partner for the conduct of the Social-Table.
   • The Partner cannot and may not define the minimum required number of bookings.
   • The Partner may provide for specific terms and conditions regarding the conduct of Social-Tables. Such terms and conditions may not be inconsistent with this Agreement or the Terms and Conditions of Use for Users.
   • BrainLabs may verify those offers and refuse their publication without indicating any reasons.
   • The Partner must provide truthful, not misleading, and not unfair information about its offers and Social-Tables to BrainLabs and Users (within and outside Drool).
   • Texts and graphic images that a Partner publishes on Drool in whatever manner and form, may not be intended or directly or indirectly solicit to conclude agreements beyond this contractual relationship.
2. Marketing
   • The Partner undertakes to market its Social-Tables properly.
   • BrainLabs assumes no obligation with regard to all these aspects.
3. Conduct
   • The Partner bears sole responsibility for the marketing, conduct, and pricing of Social-Tables (including their presentation on Drool). The same applies to servicing of Users.
   • The Partner must fully comply with the agreement that is concluded between it and the User by means of the booking on Drool and conduct the Social-Table in accordance with the applicable law.
   • The Partner may not require additional fees from the User for services to be provided under this contractual relationship.
   • The Partner must ensure that the quality of the conducted Social-Table is as high as possible. It undertakes to treat Users of the Social-Table no worth than its other guests. This applies in particular to servicing, placement of the User in a restaurant, scope of the offer, etc. If there are any indications that a service provided to the Users is incomplete or poor, the following applies:
     • BrainLabs may conduct a relevant investigation. The Partner must make available to BrainLabs all necessary and useful information and documentation. In the course of the investigation, BrainLabs may withhold payments to the Partner.
     • If the investigation reveals that the Partner has violated the above provisions, BrainLabs may refund the fee to the Users. The Partner's claim for payment of the fee falls away (and the fee that has been paid already can be reclaimed with respect to the concerned event). All other rights of BrainLabs under this Agreement are retained.
     • The Partner fully indemnifies and holds harmless BrainLabs from and against potential claims of Users arising out of a breach of the above provisions.
4. Cancellations and Changes to Social-Tables
   • Cancellations and changes of the time or place of the Social-Table: The Social-Table must be conducted basically in accordance with the booking. Only the following exceptions apply:
     • The Social-Table may be canceled only for imperative reasons. The Partner will give early notice to BrainLabs thereof via Chat Box. If the requirements are met, BrainLabs will give the Users a refund of the fee paid by the Users.
     • The Partner bears the respective costs (plus a processing fee of Fr. 50.--).
     • The place and/or time of the Social-Table may be changed only for important reasons. The Partner will give early notice to BrainLabs thereof via Chat Box.
   • The Partner undertakes to maintain in full the reputation of BrainLabs and Drool vis-à-vis Users and third parties.
   • The Partner must provide enough plain water for each Social-Table.
5. Personal Performance
   • The Partner must personally perform all obligations under this Agreement.
   • Engagement of subcontractors requires a prior written consent of BrainLabs.
   • This does not apply to their engagement for providing any Transportation.
   • The Partner is liable for the conduct of lawfully engaged subcontractors to the same extent as for its own conduct.
6. Notification Obligations
   • The Partner must proactively provide any information that influences the quality of Drool (e.g. negative food control results) to BrainLabs.
   • The Partner must proactively provide any contractually relevant information (e.g. sale of restaurants) to BrainLabs.
   • The Partner must proactively notify BrainLabs of a forthcoming closure of its business.
7. Other Obligations
   • The Partner receives a Quality Label ("Partner of Choice") from BrainLabs in the form of a sticker, which it must make visible for its customers in the entrance area.
   • The Partner receives a Drool logo from BrainLabs in the form of an image file, which it must make visible for its customers on its homepage (equivalent placement such as Tripadvisor, Best of Swiss Gourmet or the like).
   • The Partner must use the marketing materials received from BrainLabs.
   • Without BrainLabs' written consent, the Partner may not promote Drool in whatever form using marketing materials other than those designated by BrainLabs.

1. Arrangement of Contractual Relationships with Users
   • BrainLabs has the right (but not the obligation) to refer Users to the Partner via Drool under the provisions of this Agreement. BrainLabs makes no warranty that the referral will actually occur.
   • BrainLabs may carry out the referral for a Social-Table within the respective ticket quota that the Partner determines in connection with setting up the Social-Table (Drool Public-Table and Drool Private-Table) on Drool.
   • The referral is carried out as soon as the User has made a booking for the Partner's Social-Table via Drool.
   • In relation to the referral, BrainLabs acts strictly in the name and on behalf of the Partner (direct representation). BrainLabs under no circumstances becomes a party to the agreement between the User and the Partner. The Partner must take appropriate measures (and refrain from all contrary measures) to ensure compliance with this Clause. The Partner expressly represents that it will adhere to the above provisions and fully indemnify and hold harmless BrainLabs from and against potential claims of third parties.
2. Operation of Drool
   • BrainLabs develops, operates, maintains, and promotes Drool.
   • BrainLabs is committed to keep availability of Drool as high as possible.
   • The Partner is not entitled to require any particular content or design for Drool.
   • BrainLabs may block specific content where reasonable grounds exist (in particular inconsistency with this Agreement, violation of statutory provisions, causing damage to third parties, inappropriate content, etc.).
3. User Behavior Data Analyses

   BrainLabs endeavors to make available to the Partner from time to time anonymized data and statistics on the Users' behavior on Drool. BrainLabs assumes no obligations in this regard.

4. Other Rights and Obligations
   • BrainLabs provides a Quality Label (both in electronic form and as a sticker) to the Partner free of charge.
   • BrainLabs lists the Partner on its exclusive platform for as long as a valid agreement between BrainLabs and the Partner exists.

• The registration of the Partner is free of charge.
• BrainLabs' fee constitutes a percentage (usually 10-15%) of the Partner's fee for the ticket (including VAT). The amount of BrainLabs' fee is based on the relevant agreement between the Partner and BrainLabs with regard to the setup of the Social-Table by the Partner on Drool.
• BrainLabs levies no VAT surcharge since BrainLabs is not subject to VAT.
• The fee in favor of BrainLabs is payable if the User makes a booking for the Partner's Social-Table. The fee is also payable if the Social-Table (or the contractual relationship between the Partner and the User), for any reason whatsoever, is subsequently canceled.
• In relation to the booking of a Social-Table, the User must pay a total fee that comprises the Partner's fee, BrainLabs' fee, and transaction fee. Payment of the total fee is made via payment service provider Stripe to BrainLabs. In this case, BrainLabs acts as the Partner's collection point. BrainLabs deducts its own fee from such total fee.
• The Partner bears sole responsibility to the Swiss Federal Tax Authority for VAT-compliant calculation of the fee.
• BrainLabs or the Partner may at any time make changes to the pricing model (except for already published Social-Tables for which at least one User booking has been made).

• After the conduct of the Social-Table, BrainLabs issues an electronic certificate of performance that evidences the date of the Social-Table, name of the Social-Table, number of tickets, and ticket price (the Partner's fee, incl. VAT).
• BrainLabs transfers the fee due to the Partner for the Social-Table in question, within 30 days after the conduct of the Social-Table, to the bank account specified by it during the registration.
• During 5 business days after the transfer, the Partner may notify in writing of any discrepancies to [email protected]. Otherwise, the transfer is deemed accepted.

• The Partner has no right to exclusivity vis-à-vis BrainLabs. BrainLabs has full discretion to choose Partners. BrainLabs endeavors to select the most highly qualified Partners.
• The Partner is prohibited from offering and/or conducting Social-Tables outside Drool during the term of this Agreement.
• The Parties agree that their cooperation under this Agreement constitutes no partnership.

• This Agreement is made for an indefinite term and may be terminated by both parties subject to a three-month notice period. The termination must be effected in writing.
• In the event of an essential violation of this Agreement, BrainLabs reserves the right to terminate it without notice. In particular, the following are considered to be essential violations:
  • Essential defects relating to the conduct of Social-Tables (e.g. relating to the hygiene, service quality in general, servicing, etc.);
  • Repeated complaints of Users with respect to the Partner or its Social-Tables (also if minor defects are stated therein);
  • Violation of the exclusivity clause;
  • Violation of the notification obligations;
  • Faulty actions of the Partner that cause or are likely to cause loss of reputation by BrainLabs or Drool.
• The termination must be justified upon request.
• In any case, the Partner must comply with and perform existing contractual relationships between it and the Users, also where this Agreement is terminated.

• The Partner may process Users' data only to the extent absolutely necessary for the performance of this Agreement and/or the agreement between the Partner and the User. Any further processing is prohibited.
• The Partner is prohibited from processing and storing user data for its own advertising purposes.
• The Partner is equally strictly prohibited from disclosing user data.
• The Partner represents that it will fully comply with data protection laws and regula-tions, in particular in relation to user data, and fully respect the Users' personality rights.

• BrainLabs may give the Partner as a reference to third parties for Drool.
• BrainLabs must previously notify the Partner of giving it as a reference.
• The Partner may give Drool as a reference to third parties. The Partner must previously notify BrainLabs of giving it as a reference.
• Content published on Drool by the Partner may be used by BrainLabs for its own ad-vertising purposes.

• Drool was developed, designed, and implemented by BrainLabs and is protected by copyright.
• Drool includes legally protected content. This relates in particular to the design, layout, images, texts, and graphics. The reproduction of such content is prohibited.
• Subject to mandatory statutory provisions, any further use or reproduction of Drool or its parts is prohibited.
• The use of any marketing materials provided by BrainLabs to the Partner is only allowed within the framework of a valid agreement between BrainLabs and the Partner.
• Texts and graphic images that the Partner publishes on Drool in whatever manner and form (e.g. for advertising Social-Tables via BrainLabs) or otherwise communicates through Drool may not violate third party intellectual property rights or include any other unlawful content.
• The Partner may use on Drool and publish via BrainLabs only images, texts, and other works that it has created itself or the use of which has been authorized by the right holder; in particular, this applies also to texts and images that are publicly available on another website.
• The Partner expressly represents that it will adhere to the above provisions and fully indemnify and hold harmless BrainLabs from and against potential claims of third parties.
• BrainLabs or any third parties retain all intellectual property rights.
• BrainLabs has the exclusive right to determine whether, when, and how Drool should be configured, used, and developed further.

BrainLabs makes available to the Users and the Partners a Chat Box that enables communication between the User and BrainLabs or the Partner and BrainLabs.

• The User can evaluate Drool, the Partners, and the conducted Social-Table. Truthful statements must be made during the evaluations. The evaluations must be objective and may not contain insults. Any improper influence on and any misuse of the evaluation system are prohibited. It is not permitted to specify personal User information in an evaluation. It is particularly prohibited to use the evaluation system for one's own benefit or otherwise misuse it. BrainLabs has the right, but not the obligation, to intervene in evaluations at any time.
• On the basis of these evaluations (as well as feedback that BrainLabs receives outside Drool), BrainLabs may create a "Wall of Fame" and a ranking of the Partners and publish the Users' (positive) evaluations.

1. Partner

   The Partner represents and warrants to BrainLabs that it

   • has all necessary approvals for conducting the Social-Table; and
   • has taken out appropriate insurance coverage against all risks arising out of the conduct of the Social-Table.
2. BrainLabs
   • BrainLabs makes no warranties and representations that Users will be referred to the Partner.
   • BrainLabs makes no warranties and representations with respect to the User and the relationship between the User and the Partner. This applies in particular to:
     • the User's solvency and willingness to pay (namely in relation to the Social-Table and at the place of the Social-Table with regard to the Partner's other services not covered by this Agreement);
     • age of the User;
     • customers' other specific characteristics, in particular such as behavior, appearance, etc.

• BrainLabs' liability is excluded to the fullest extent permitted by law.
• In particular, BrainLabs assumes no liability for referred Users.
• BrainLabs assumes no liability for assistants or other involved third parties.

• This Agreement finally governs the relationship between BrainLabs and the Partner. The parties have executed no supplementary agreements hereto.
• Unless otherwise provided in this Agreement, any amendments affecting this Agreement are only valid if made in writing. This applies also to this requirement of written form.
• The Partner waives its right to set off claims against BrainLabs' claims.
• The Partner may not assign or transfer rights and obligations without the consent of BrainLabs.
• The invalidity or unenforceability of one or more provisions of this Agreement does not affect the validity of other provisions hereof. Invalid or unenforceable provisions must be replaced by the parties with a new provision the economic and legal effect of which comes as close as possible to that of the invalid or unenforceable provision so that the meaning of this Agreement in general remains unchanged.
• This Agreement is fully governed by Swiss law without regard to its conflicts of law provisions and without regard to provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
• Only courts of Zürich (Switzerland) have jurisdiction over disputes arising out of or in connection with this Agreement. This does not affect mandatory statutory jurisdictions.