Terms & Conditions (SaaS Agreement)

1.1 Authority

The person accepting this Agreement on behalf of the Customer confirms that they have the authority to legally bind the Customer and any related Affiliates to this Agreement.

1.2 End Users

Access to and use of the Services requires each End User to create an End User Account through registration. Registration requires providing a valid email address and other information reasonably necessary to complete registration and maintain account security. The Customer is responsible for ensuring that End Users provide accurate information and keep it up to date.

1.3 Relationship Between Customer and End User

The Customer’s designated administrator(s) for the Customer Account is empowered to manage End Users, including adjusting or reassigning roles, permissions, and settings within the Services, and exercising the rights granted to the Customer under this Agreement. If the Customer designates a new administrator, the new administrator must complete any steps reasonably required to enable the transition.

While using the Services under the Customer Account, End Users may submit Customer Data (for example, messages, conversations, files, prompts, configurations, or other content). The Customer may configure and instruct COMPANY regarding handling of Customer Data through settings and administrative controls. Customer choices may lead to access, disclosure, modification, export, deletion, retention, or other Processing of some or all Customer Data.

2.1 Accessing the Services

The Services may be obtained by purchasing a subscription through COMPANY’s ordering flow, checkout, or another purchasing method made available by COMPANY. A subscription must be purchased for each Customer Account using the Services, unless the applicable plan explicitly states otherwise.

2.2 Customer’s Responsibilities Regarding End Users

Customer is responsible for the actions of its End Users and for ensuring End Users comply with this Agreement while using the Services. Accordingly, Customer shall:

• Inform End Users of all relevant COMPANY policies, practices, settings, and controls the Customer elects to enforce;
• Obtain and maintain all permissions, consents, and rights necessary for lawful use of the Services and for COMPANY to Process Customer Data on Customer’s behalf as contemplated by this Agreement; and
• Address and resolve disputes between Customer and any End User relating to Customer Data or its Processing in connection with the Services.

2.3 Login Credentials

Customer and End Users are responsible for maintaining the confidentiality and security of their login credentials and for all activities that occur under their accounts. Sharing credentials or allowing concurrent use of the same credentials by multiple individuals is prohibited unless expressly permitted by the applicable subscription plan.

COMPANY is not responsible for losses or damages resulting from unauthorized use of an account caused by Customer or End User failure to safeguard credentials. COMPANY may reject account registrations, suspend, or revoke credentials where reasonably necessary to protect the Services, users, or COMPANY.

2.4 Acceptable Use

Customer and End Users agree to use the Services in compliance with all applicable laws and regulations and not to:

• use the Services for unlawful, harmful, fraudulent, or deceptive activities;
• interfere with or disrupt the integrity or performance of the Services;
• attempt to gain unauthorized access to the Services, accounts, or systems;
• transmit malware, exploit vulnerabilities, or engage in security testing without prior written authorization;
• infringe, misappropriate, or violate intellectual property or other rights;
• use the Services to process, generate, distribute, or facilitate content that is illegal, sexually explicit, exploitative, violent, hateful, discriminatory, or otherwise infringing.

COMPANY may suspend or terminate access for violations of this section.

2.5 Export Compliance

Customer and End Users may not export, re-export, transfer, or otherwise distribute the Services, Software, or related materials in violation of applicable export control laws and regulations, including those of the European Union and Austria. Where the Services incorporate technology subject to additional export controls, Customer and End Users must also comply with all relevant restrictions.

2.6 Equipment

Customer is solely responsible for procuring, maintaining, and securing the equipment, networks, and internet access required to use the Services.

2.7 Support and Maintenance

The Services may be temporarily unavailable due to scheduled maintenance, emergency repairs, third-party provider outages, or other circumstances beyond COMPANY’s reasonable control. COMPANY may perform maintenance and make changes to the Services to improve performance, security, and functionality.

To provide support or address technical issues, COMPANY may access Customer or End User Accounts to the extent reasonably necessary and in accordance with applicable law and COMPANY’s internal controls.

3.1 Protection of Confidential Information

“Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall:

1. protect Confidential Information using at least the same degree of care it uses to protect its own confidential information (and no less than a reasonable standard of care);
2. use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; and
3. not disclose Confidential Information to any third party except to Representatives with a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

3.2 Compelled Disclosure

If the Receiving Party is required by law to disclose Confidential Information, it may disclose only the portion required, and where legally permitted, will provide advance notice to the Disclosing Party so the Disclosing Party may seek protective measures.

3.3 Equitable Relief

The parties acknowledge that unauthorized disclosure or use of Confidential Information may cause irreparable harm and that the non-breaching party may seek equitable relief in addition to any other remedies.

4.1 Data Protection

COMPANY maintains appropriate technical and organizational safeguards designed to protect the confidentiality, integrity, and availability of Customer Data under its control, consistent with industry practices and risk.

4.2 Usage Data

Notwithstanding any other provision, COMPANY may collect, aggregate, and analyze anonymized or de-identified information regarding usage of the Services (“Usage Data”). Usage Data may include, for example, information about feature usage, performance metrics, and operational telemetry, and may be derived from Customer Data in a way that does not identify the Customer or End Users.

COMPANY may use Usage Data during and after the Subscription Term for purposes such as operating, supporting, analyzing, improving, securing, and marketing the Services, and for producing industry benchmarks or best practices, provided that such materials do not identify Customer or End Users.

4.3 Feedback

If Customer or End Users provide suggestions, ideas, feature requests, or other feedback, Customer grants COMPANY a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use that feedback for any purpose without compensation or obligation.

4.4 Prohibited Content

Customer shall not use the Services to store, process, generate, or distribute content that is illegal, sexually explicit, exploitative, violent, hateful, discriminatory, or otherwise infringing. COMPANY may take action including suspension or termination if it determines content violates this section.

5.1 Subscription Charges Calculation

Subscription fees (“Subscription Charges”) are billed in advance, unless expressly stated otherwise in an order or plan. Unless required by law, payments are non-refundable and no credits are issued for partially used periods.

If usage exceeds the limits of the selected plan, additional charges may apply. COMPANY may invoice for overages, require an upgrade, restrict usage, or take other reasonable measures.

Prices for renewals or additional subscriptions are based on the prices in effect at the time of renewal unless otherwise agreed in writing.

5.2 Payment and Billing

Unless otherwise agreed, Subscription Charges are due at the beginning of the Subscription Term. Customer authorizes COMPANY (and its payment processor) to charge the selected payment method for all amounts due, including renewals, upgrades, overages, taxes, and other amounts described in this Agreement.

If payment becomes overdue or payment details are invalid, COMPANY may suspend access to the Services until payment is made and payment information is updated. Customer is responsible for keeping billing information current.

5.3 Taxes

Subscription Charges exclude taxes, levies, duties, or similar governmental assessments (“Taxes”), unless required by law to be included. Customer is responsible for all applicable Taxes, except taxes on COMPANY’s net income. If Customer claims exemption, Customer must provide valid documentation.

5.4 Billing Disputes

Customer must notify COMPANY of billing disputes within thirty (30) days of the date the disputed charge first appears. Failure to notify within this period waives the dispute to the maximum extent permitted by law.

5.5 Upgrades

If Customer upgrades a plan or increases limits during a Subscription Term, additional charges may apply and take effect immediately. The renewed term will reflect the upgraded plan and limits.

5.6 Downgrades

Customer may reduce plan level or limits effective at the next renewal. Downgrading may reduce features, capacity, or access to certain content. COMPANY is not liable for losses resulting from Customer’s downgrade.

5.7 Payment Portals

If Customer requires COMPANY to use a third-party vendor payment portal that charges COMPANY fees, COMPANY may pass those costs to Customer.

6.1 Term

This Agreement begins when Customer first uses the Services and continues for the subscription term purchased (“Subscription Term”). Subscriptions renew automatically for the same length unless canceled before renewal according to the cancellation method provided in the Services.

6.2 Termination for Cause

Either party may terminate this Agreement for material breach if the breaching party does not cure the breach within thirty (30) days after receiving written notice.

6.3 Effect of Termination; Data Export

Upon termination or expiration, Customer’s right to access the Services ends and COMPANY may deactivate Customer and End User Accounts. Customer remains responsible for all accrued fees and charges up to the termination date.

After termination, COMPANY will make Customer Data available for export for thirty (30) days. After that period, COMPANY may delete Customer Data in accordance with its data deletion practices and legal obligations.

6.4 Suspension and Other Remedies

COMPANY may suspend or terminate access to the Services if:

1. Customer or End Users violate this Agreement;
2. use of the Services poses a security risk or could adversely impact the Services;
3. COMPANY is required to do so by law; or
4. payment is overdue.

Where practical, COMPANY will provide notice before suspension, but may act immediately when necessary to prevent harm or disruption.

7.1 Rights of COMPANY

The Services are licensed, not sold. No ownership rights are transferred to Customer or End Users. COMPANY retains all right, title, and interest in and to the Services, including all related intellectual property rights, trademarks, logos, and service marks, and all updates, enhancements, and modifications.

7.2 Rights of the Customer

Customer retains ownership of Customer Data. Customer grants COMPANY a limited, non-exclusive license to host, use, copy, process, transmit, and display Customer Data solely as necessary to provide, maintain, secure, and improve the Services, comply with law, and fulfill Customer instructions through the Services’ functionality.

8.1 COMPANY Warranty

During the Subscription Term, COMPANY warrants that the Services will substantially conform to the documentation that COMPANY makes generally available for the Services.

If COMPANY breaches this warranty, Customer’s exclusive remedy is for COMPANY to use commercially reasonable efforts to correct the issue. If COMPANY cannot reasonably correct the issue, either party may terminate the affected subscription and COMPANY will refund a pro-rated portion of prepaid, unused Subscription Charges for the remaining term, to the extent permitted by law.

This warranty does not apply to issues caused by misuse, unauthorized modification, or use of the Services with third-party services or systems in a manner not supported by COMPANY.

8.2 Customer Warranty

Customer represents and warrants that it has the rights and authority to provide Customer Data to COMPANY and to permit COMPANY and its subprocessors to process such data as contemplated by this Agreement.

8.3 Mutual Warranties

Each party represents and warrants that:

1. it has the power to enter into this Agreement;
2. this Agreement constitutes a valid, binding obligation; and
3. performance of this Agreement does not violate any other agreement to which it is a party.

8.4 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS.

9.1 COMPANY Indemnity

COMPANY will defend and indemnify Customer against third-party claims alleging that Customer’s authorized use of the Services infringes a third party’s intellectual property rights, and will pay damages awarded or agreed in settlement, provided that Customer:

1. promptly notifies COMPANY of the claim;
2. gives COMPANY control of the defense and settlement; and
3. provides reasonable assistance.

COMPANY has no obligation for claims arising from:

1. Customer Data;
2. misuse of the Services;
3. unauthorized modifications; or
4. combination with non-COMPANY products or services that causes the infringement.

9.2 Customer Indemnity

Customer will defend and indemnify COMPANY against claims arising out of:

1. Customer Data;
2. Customer or End User violation of law; or
3. Customer or End User breach of this Agreement.

9.3 Infringement Remedies

If the Services are found to infringe, COMPANY may:

1. modify the Services to be non-infringing;
2. replace the Services with non-infringing equivalents;
3. obtain a license; or
4. terminate the affected subscription and refund pro-rated prepaid, unused fees for the remaining term.

9.4 Indemnification Procedures

The indemnified party must promptly notify the indemnifying party. The indemnifying party controls the defense and settlement, except that any settlement requiring admission of fault or payment by the indemnified party requires prior written consent.

10.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

10.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES WILL NOT EXCEED THE TOTAL SUBSCRIPTION CHARGES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. This cap does not apply to Customer’s payment obligations.

10.3 Jurisdictional Limitations

Some jurisdictions do not allow certain limitations. In those cases, limitations apply to the fullest extent permitted by applicable law.

10.4 Enforceability

Any claim must be brought against COMPANY as an entity and not against individual officers, employees, or representatives.

12.1 Governing Law and Venue

This Agreement is governed by the laws of Austria, without regard to conflict of law principles. The parties agree that courts located in Vienna, Austria shall have exclusive jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is excluded.

12.2 Arbitration

Disputes may also be resolved through arbitration under Austrian law where agreed by the parties or required by applicable rules.

12.3 Legal Notices

COMPANY may provide notices through in-service notifications or other reasonable means. Notices are effective upon delivery through the method used, subject to applicable law.

12.4 Publicity and Use of Customer Marks

COMPANY may identify Customer as a user of the Services and may use Customer’s name and logo in factual marketing materials unless Customer objects in writing.

12.5 Severability and No Waiver

If any provision is held unenforceable, the remainder remains in effect. Failure to enforce a provision is not a waiver.

12.6 Assignment

Neither party may assign this Agreement without the other party’s written consent, except in connection with a merger, acquisition, or sale of substantially all assets. Any unauthorized assignment is void.

12.7 Force Majeure

Neither party is liable for delays or failures caused by events beyond reasonable control, including natural disasters, war, terrorism, labor disputes, governmental actions, internet or utility failures, or third-party hosting failures.

12.8 Relationship of the Parties

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, or employment relationship. There are no third-party beneficiaries.

12.9 Use by Affiliates

Customer may permit Affiliates to use the Services under the Customer Account, but Customer remains responsible for Affiliate compliance.

12.10 Trial Subscriptions

COMPANY may offer trials. Trials may be limited in time or functionality and may be terminated by COMPANY at any time.

12.11 Beta Access

COMPANY may offer beta or preview features. Beta features are provided “as is” and may be changed or discontinued.

12.12 Language

Non-English versions may be provided for convenience. In the event of conflict, the English version controls.

12.13 Entire Agreement

This Agreement, together with any order details, incorporated policies, and addenda, forms the entire agreement and supersedes prior understandings. If terms conflict, the order details control for that subscription.

12.14 Amendments

COMPANY may modify this Agreement by posting an updated version. Continued use of the Services after changes become effective constitutes acceptance of the updated terms, to the extent permitted by law.