Terms of Service SaaS-Software iits.AI § 1 Scope (1) These Terms of Service (hereinafter referred to as “AGB”) apply to all contracts between ImpressSol GmbH, Am Bahndamm 10, 84072 Au in der Hallertau, Germany (hereinafter referred to as “Provider”) and the Customer for services within the scope of the provision of the software “iits.AI” (hereinafter referred to as “Software”). (2) The Provider does not enter contracts with “consumers” according to German law (§ 13 BGB, “Verbraucher”). By accepting the contract, the Customer declares that they are not classified as a Verbraucher. (3) These AGB apply exclusively. Deviating, conflicting or supplementary terms and conditions of the Customer shall only become part of the contract if and to the extent that the Provider has expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if the Provider knowingly performs the services without objection to the conditions. (4) These AGB shall apply to all future contractual relationships with the Customer, even if they are not expressly included again later. § 2 Contractual object and Services (1) The object of the contract is the provision of the software for access via the Internet (Software-as-a-Service). (2) The software is a generative AI-tool. The user can create individual workspaces with separate user, knowledge and model management within each Customer-specific installation. A more detailed description can be found at https://iiits.ai. (3) The Provider shall make the software available to the Customer for use on its own dedicated and separate infrastructure for the duration of the contract and based on these AGB. (4) The Customer is given the right and granted access to use the software after registration. The Customer then receives a simple, non-transferable, non-exclusive right to use the software for his own business purposes. § 3 Contract conclusion, Text, Corrections and Language (1) The contract is concluded when the Customer has entered their data in the registration process and clicks on the button that completes the registration. The Customer then immediately receives a contract confirmation by e-mail. (2) The text of the contract is saved by the Provider after the contract is concluded. It will then no longer be accessible to the Customer. (3) The Customer can check their entries at any time before completing the registration process to identify input errors. If necessary, the functions available in the browser can be used to enlarge the display. Entered data can be corrected using the correction aids provided in the checkout process using the mouse and keyboard. The Customer can cancel the order process at any time before it is completed by closing the browser. (4) Available languages are German and English. § 4 Subcontractors The Provider may use the support of third parties (“subcontractors”) to provide the software. The Provider shall be liable for the actions of a subcontractor in the same way as for its own actions. § 5 Data transfer to third-party Providers (1) The software establishes a connection to the AI models of various third-party Providers selected by the Customer. The respective terms of use of these Providers apply. (2) During data transfer, files (pdf, docx, etc.) and data (confluence pages, databases, etc.) provided by the Customer may also be transferred to and processed by the respective third-party Provider. Some third-party Providers reserve the right to use and evaluate transferred files for their own purposes. However, this is not the case for all third-party Providers. The Provider expressly undertakes to only transfer files and data provided by the Customer to third-party Providers if and insofar as this is strictly necessary for legal and/or technical reasons. § 6 Support and availability (1) The Provider - or a subcontractor authorized by the Provider in individual cases - offers support services for Customers regarding software functions. Inquiries can be made using the contact details provided on the website available at https://iits.ai. Inquiries are processed in the order in which they are received. (2) The Provider warrants an overall availability of the software of at least 98% (annual average) at the transfer point. The transfer point is the router output of the Provider's data center. (3) Availability is defined as the Customer's ability to use all main functions of the software. Scheduled maintenance times are considered times of availability. If possible, maintenance work shall be carried out outside normal business hours and without impairing the usability of the software. If impairments cannot be avoided, the Provider shall inform the Customer of this in good time. Insignificant disruptions shall be disregarded when calculating availability. The Provider's measuring instruments in the data center shall be binding for proof of availability. (4) If and as long as a case of force majeure exists, the Provider shall be exempt from its performance obligations. Force majeure is defined as an external event caused by elementary forces of nature or by the actions of third parties, which is unforeseeable according to human insight and experience, cannot be prevented or rendered harmless by economically acceptable means, even with the utmost care that can reasonably be expected in the circumstances, and cannot be accepted due to its frequency. (5) The Customer must report any errors immediately. Receipt of an error report and work to rectify the fault are warranted Monday to Friday (excluding national holidays at the Provider's registered office) between 9:00 a.m. and 5:00 p.m. CET (service hours). (6) Reports received outside service hours will be processed beginning the following working day. § 7 Trial phase (1) If a trial phase has been agreed upon, the Customer may use the software free of charge for the agreed period (trial period) and to the agreed extent. The test phase can only be claimed once by each Customer. (2) The test phase is limited to the test period. The extent of use during the test phase is limited to the number of tokens allocated to the Customer by the Provider. (3) If the Customer wishes to switch to the regular contract at the end of the test phase, the agreed duration, billing period and fee shall apply starting at the conclusion of the test period. § 8 Responsibilities of the Customer (1) Customer must protect their access data against third party access with up-to-date protective measures. The Customer shall ensure that usage of the software stays within the contractually agreed scope. Any unauthorized access shall be reported immediately by the Customer. (2) The Customer is obliged to provide truthful and complete information when registering and using the software and will keep this information up to date. (3) The Customer shall not share their access data with third parties and shall not sublicense the software or pass it on in any way without the express consent of the Provider. Sharing accounts with third parties is also prohibited. (4) The Customer is responsible for regularly backing up their own data. The Provider's obligations arising from a data processing agreement remain unaffected. (5) When using the software, the Customer is obliged not to provide any data that violates applicable law, official orders, third-party rights or agreements with third parties. (6) The Customer undertakes not to upload any content that violates applicable law or infringes the rights of third parties (e.g. copyrights, trademark rights and other industrial property rights, data protection rights, personal rights, right to one's own image). (7) The Provider assumes no responsibility for the content posted by the Customer and reserves the right to delete content that violates the contract or to block access to the software permanently or temporarily in the event of violations. The Provider shall take appropriate account of the legitimate interests of the Customer and, where possible, set the Customer a deadline for rectification. (8) The Customer grants the Provider sufficient rights to use the content uploaded by the Customer for the duration of the contract. The Provider is also entitled to edit the content. The right of use entitles the Provider to use the content for the provision of its software. § 9 Indemnity The Customer shall - upon first request - indemnify the Provider against all third-party claims, in particular claims for copyright and personal rights violations, which are raised in connection with use of the software in breach of contract for which the Customer is responsible. This also includes the reimbursement of the costs incurred by the Provider for the appropriate and necessary legal prosecution/defense. § 10 Liability (1) The Provider is liable without limitation: - in the event of fraudulent intent, willful misconduct or gross negligence; - within the scope of an expressly assumed guarantee; - for damages resulting from injury to life, body or health; - for the breach of an essential contractual obligation, the fulfillment of which makes the proper execution of this contract possible in the first place and on the observance of which the Customer regularly relies and may rely (“cardinal obligation”), but limited to the damage reasonably to be expected at the time of the conclusion of the contract; - for claims pursuant to Art. 82 GDPR; - in accordance with the provisions of the Product Liability Act (Produkthaftungsgesetz). (2) Any further liability of the Provider is excluded. (3) The Provider is not liable for faults with the software already existing at the time of conclusion of the contract (§ 536a BGB), unless in the case of (1). (4) The above liability rules apply accordingly to the conduct of and claims against employees, legal representatives and vicarious agents of the Provider. § 11 Warranty (1) Should the Customer discover errors in the software, the Customer shall notify the Provider immediately. (2) The Customer shall not be entitled to any warranty claims a) in the event of errors caused by non-compliance with the terms of use of the software, b) in the event of incorrect operation by the Customer, c) if the Customer does not report an error immediately and the Provider is unable to remedy the situation because of the failure to report the error immediately, or d) if the Customer is aware of the error when the contract is concluded and has not reserved his rights. (3) If an error has been reported by the Customer and the Customer's warranty claims are not excluded, the Provider is obliged to remedy the fault within a reasonable period of time by taking measures of their own choice. The Provider is entitled to provide a workaround solution instead of remedying the defect, insofar as this is reasonable for the Customer. The Customer shall give the Provider a reasonable amount of time and opportunity to remedy the defect. (4) In case a remedy ultimately fails, the Customer shall not be entitled to claim a reduction by deducting the amount of the reduction from the licensing fee. This shall not affect the Customer's right under the law of unjust enrichment (ungerechtfertigte Bereicherung) to reclaim the part of the fee paid in excess due to a justified reduction. § 12 Terms of payment (1) The licensing fee and the billing period are set out in the description of the services selected by the Customer in the registration process prior to the conclusion of the contract. (2) Unless otherwise agreed, the agreed fee is due in advance at the beginning of the billing period. (3) The Provider will provide invoices exclusively by e-mail to the e-mail address provided by the Customer. The Customer shall be in default of payment no later than 14 days after receipt of the invoice. (4) Unless otherwise indicated, all prices are net prices plus VAT. § 13 Duration and termination (1) The agreed duration of the contract is set out in the description of the services selected by the Customer in the registration process prior to conclusion of the contract. (2) After expiry of the agreed contract term, the contract term is automatically extended by the period corresponding to the agreed contract term, unless the contract is terminated by one of the parties at least two weeks before the end of the respective term. (3) The right of both parties to extraordinary termination for an important reason (“Außerordentliche Kündigung aus wichtigem Grund”) remains unaffected. § 14 Data protection The Provider's data processing agreement applies, which can be accessed at https://XXX. § 15 Right of amendment (1) The Provider is entitled to amend the AGB during the term of the contract. Amendments shall only be made for valid reasons, in particular due to changes in the legal situation. (2) The Provider shall make the amended AGB available to the Customer in text form and draw particular attention to the amendments. At the same time, the Provider shall grant the Customer a reasonable period to declare whether it accepts the amended AGB for the further use of the services. If no declaration is made within this period, the amended AGB shall be deemed to have been agreed. The Provider shall expressly draw the Customer's attention to this legal consequence at the beginning of the period. If the Customer objects to the amendment of the AGB within the deadline, the Provider shall be entitled to terminate the contract extraordinarily on expiry of the deadline. § 16 Price adjustments The Provider is entitled to adjust the prices agreed with the Customer at their reasonable discretion to the development of the costs that are decisive for the price calculation. The Provider shall reduce or increase the prices accordingly in line with the upward or downward development of costs. For example, costs for the operation and maintenance of the IT infrastructure, personnel costs, sales and marketing costs as well as financing costs, taxes and other duties are decisive for the price calculation. The Provider shall consider a price increase, for example, if the cost development leads to an increase in the total costs for the provision of the agreed services. They shall inform the Customer in good time of any planned price adjustments. Price adjustments shall take effect for the next billing period at the earliest. The Customer's ordinary right of termination remains unaffected. § 17 Miscellaneous (1) The law of the Federal Republic of Germany shall apply with the exclusion of the UN CISG. (2) If the Customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction shall be the registered office of the Provider. (3) Should individual provisions of the contract be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions of this contract. The parties shall replace the invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the legal and economic intent of the invalid or unenforceable provision and that they would reasonably have agreed if they had considered the invalidity or unenforceability of the respective provision when concluding this contract. The same applies in the event of a loophole. (4) This German language version of the AGB is the legally binding document and takes precedence over any translations in the event of contradictions.