Terms

1. Scope, parties and purpose of the Terms of Use

1.1. These Platform Terms of Use (the “Terms of Use”) govern the contractual relationship between the Provider and any User in connection with the use of the Platform and the Functions. They do not govern the contractual relationship between a Member or Guest and an Owner regarding the use of a Companion or any Owner Offering; such relationship is governed exclusively by the terms agreed between the relevant Owner and the relevant Member or Guest (see clause 6).

1.2. The Platform may be used by both Consumer Users and Business Users.

1.3. By creating an Account, by starting to interact with a Companion, or otherwise by accessing or using the Platform as a Guest, the User accepts and agrees to these Terms of Use.

1.4. Where a User uses the Platform as a Business User, the provisions of these Terms of Use that are designed exclusively for the protection of consumers shall not apply to that Business User, in particular: (a) the right of withdrawal under clause 12; (b) the consumer-specific liability provisions under clause 14.1; and (c) the consumer-specific jurisdiction rules under clause 18.2. Business Users are instead subject to the aggregate liability cap in clause 14.3 and to the exclusive jurisdiction of the Commercial Court of Vienna as set out in clause 18.3.

1.5. The contractual relationship between the Provider and each Owner — including the Owner’s obligations to configure and operate Companions in accordance with applicable law, to implement AI-transparency requirements vis-à-vis Members and Guests, to comply with data protection law and to refrain from prohibited use cases (see clause 11) — is governed separately by the Provider’s Owner Terms of Service (the “Owner Terms of Service”). Users who also operate a Companion as an Owner are additionally subject to the Owner Terms of Service.

2. Definitions

2.1. In these Terms of Use, capitalised terms have the following meanings (other terms are defined in the body of these Terms of Use):

“Account” means the personal user account that a Member creates on the Platform in order to access and use the Functions of the Platform and to interact with one or more Companions.

“Business User” means a User who uses the Platform in the course of its trade, business or profession and therefore qualifies as an entrepreneur (Unternehmer within the meaning of section 1 of the Austrian Commercial Code, UGB). Where a provision of these Terms of Use applies exclusively to Business Users or exclusively to Consumer Users, this is expressly stated.

“Consumer User” means a natural person who uses the Platform for purposes that are predominantly outside their trade, business or profession and therefore qualifies as a consumer (Verbraucher within the meaning of section 1 KSchG).

“Companion” means an AI-powered digital assistant configured, trained and operated by an Owner on the Platform and made available by such Owner to Members or Guests, with whom Members or Guests interact via text and/or voice.

“Companion Subscription” means any paid or free subscription, access plan, paid access, one-off purchase or other contractual arrangement between an Owner and a Member regarding the use of a Companion, irrespective of whether the contract is concluded through the Platform or via Stripe Connect.

“Functions” means the technical functionalities of the Platform that the Provider makes available to Users, including the Account, profile, navigation, configuration, communication, payment-facilitation and Companion-access functionalities, as further described in clause 3.

“Guest” means a natural person who accesses the Platform and/or interacts with a Companion via the Platform without registering an Account, where the relevant Owner has enabled guest access (see clause 5).

“Member” means a natural person who has created and maintains an Account on the Platform in order to access one or more Companions and the Functions.

“Member Content” means any input, message, text, voice input, file, image, profile data, Memory, feedback or other content submitted by a Member or Guest to or through the Platform or a Companion.

“Memory” means context information that a Member voluntarily provides to a Companion (e.g. role, goals, preferences) and that is stored as personal context for that Member in order to allow the Companion to respond in a more relevant manner.

“Owner” means the natural or legal person who operates a Companion on the Platform under the Provider’s Owner Terms of Service and who acts as the commercial provider of the Companion and any related Owner Offering vis-à-vis Members and Guests.

“Owner Offering” means any service, content, knowledge base, advice, information, communication, subscription, digital product or other offering made available, marketed, sold, provided or otherwise operated by an Owner through, in connection with or via a Companion on the Platform.

“Owner Terms of Service” means the terms of service governing the contractual relationship between the Provider and each Owner regarding the creation, configuration, hosting and operation of Companions on the Platform, as published by the Provider and as amended from time to time.

“Platform” means the website, web application, mobile application and related technical infrastructure operated by the Provider under the brand “Kugelblitz”, including the public profile pages of Owners, the access links to Companions, the embedding functionalities, the Account functionalities, the hosting environment and the related technical tools, accessible at kugelblitz.ai and any successor or related domains.

“Provider” means Kugelblitz FlexCo, FN 653502 h, with its business address at Kegelgasse 24/25, 1030 Vienna, Austria (also referred to as “Kugelblitz”, “we”, “us” or “our”).

“Stripe” means the Stripe group company providing the relevant payment, billing, connected account and related services in the applicable jurisdiction, in particular Stripe Payments Europe Ltd. for Members in the EU/EEA and Stripe Inc. or its affiliates elsewhere.

“Stripe Connect” means the payment service provider infrastructure operated by Stripe through which payments by Members to Owners under a Companion Subscription are processed.

“Terms of Use” means these Platform Terms of Use.

“User” means any Member or Guest using the Platform; references to “you” shall be construed accordingly.

3. The Platform and the Functions

3.1. The Provider operates the Platform as a technical infrastructure that enables Owners to create, train, host and make available Companions to Members and Guests.

3.2. The Provider makes in particular the following Functions available to Members through the Account: registration and authentication, profile management (including a profile picture), navigation to Companions of Owners, text-based and voice-based interaction with Companions (and, where the relevant Owner has enabled such functionality for a Companion, interaction via third-party messaging channels such as WhatsApp), storage and management of Memories, access to (paid or free) Companion Subscriptions offered by Owners and payment facilitation in connection with such Companion Subscriptions through Stripe Connect, as well as other functionalities which the Provider may make available from time to time.

3.3. The Provider may make certain Functions available to Guests, in particular text-based and/or voice-based interaction with a Companion, where the relevant Owner has enabled guest access for that Companion.

3.4. The Provider may, at its reasonable discretion, modify, supplement, extend, restrict or discontinue Functions of the Platform, in particular for technical, security, operational or legal reasons, as well as in order to introduce new functionalities. The Provider will give Users reasonable prior notice in case of material changes; clause 16 (Amendments) remains unaffected.

4. Account and registration

4.1. To use the Functions reserved for Members, the User must create an Account. The User can create an Account by completing the registration process on the Platform, which currently involves either (i) the provision of first name, last name and email address combined with a password chosen by the User (in which case the Account must be verified via a confirmation link sent by email before the first use) or (ii) the use of a social-login mechanism provided by Google or LinkedIn (in which case first name, last name and email address are received from the respective provider).

4.2. The User must be at least 18 years of age (or such higher minimum age as may be required under the User’s applicable law) and have the legal capacity to enter into a binding agreement in order to create an Account or to interact with a Companion as a Guest. The Provider may verify compliance with this requirement at any time. The Provider is entitled to suspend, restrict or terminate the Account if the User is below the required minimum age or otherwise lacks the required legal capacity.

4.3. By creating an Account, the User represents that the information provided during the registration process is correct, complete and up to date. The User shall keep the information in the Account current.

4.4. The Account is personal to the User. The User shall keep the login credentials confidential, shall not share them with any third party and shall promptly notify the Provider of any actual or suspected unauthorised use of the Account.

4.5. Unless agreed otherwise with the Provider, each User may only maintain one Account.

4.6. The Provider may reject the creation of an Account, refuse the activation of a Companion Subscription, or limit the access to a Companion for objectively justified reasons, in particular if the registration data is incorrect or incomplete, if there is reasonable suspicion of fraud, if applicable law so requires, or if the User has previously been excluded from the Platform on serious grounds.

5. Guest usage

5.1. Where an Owner has enabled guest access for a Companion, a User may interact with that Companion as a Guest without creating an Account. Before the first interaction with the Companion, the Guest will be required to confirm acceptance of these Terms of Use by way of a clickwrap mechanism.

5.2. Guests interact with the Companion in an anonymous session: the Provider does not collect first name, email address, password, profile picture or other identifying information of the Guest. The Provider creates an anonymous session record so that the Guest can continue an ongoing conversation; further details on the processing of data of Guests are set out in the Privacy Notice (clause 10).

5.3. The provisions of these Terms of Use apply to Guest Usage with the necessary modifications, in particular the provisions on permitted use (clause 11), Member Content (clause 7), AI nature of the Companion (clause 11), limitation of liability (clause 14), force majeure (clause 15), applicable law (clause 18) and jurisdiction (clause 18). Provisions which by their nature apply only to registered Members (such as the provisions on the Account, on Memories or on Companion Subscriptions) do not apply to Guests.

6. Companion Subscriptions; relationship between Members and Owners; payments

6.1. Each Companion is operated, configured and made available by the relevant Owner. The Owner acts as the commercial provider of the Companion and any related Owner Offering vis-à-vis Members and Guests.

6.2. If a Member purchases a Companion Subscription, the resulting contract for the use of the Companion is concluded exclusively between the Owner and the Member. The Provider is not a party to that contract. The Provider does not sell, resell, distribute or guarantee the Companion or any Owner Offering, and does not act as the Owner’s agent, broker, commercial representative or merchant of record.

6.3. The Owner is solely responsible for the Companion and any Owner Offering, in particular for: (a) the legal, commercial, professional and factual accuracy, permissibility and suitability of the Companion and the Owner Offering; (b) the configuration, content, training data, prompts, instructions and price set-up of the Companion; (c) the contractual terms applicable between the Owner and the Member (including consumer information, right of withdrawal and complaint handling); (d) the privacy notices and any other legally required disclosures vis-à-vis the Member; (e) invoicing, taxes (in particular VAT), customer support, complaints, refunds, chargebacks and disputes; and (f) compliance with sector-specific or regulatory requirements applicable to the Owner Offering.

6.4. Each Owner is bound by the Owner Terms of Service. Under the Owner Terms of Service, each Owner undertakes in particular: (a) to inform Members and Guests that they are interacting with an AI system and not a natural person; (b) to comply with applicable data protection law in relation to all personal data processed through the Companion; (c) not to operate any Companion for the prohibited use cases listed in clause 11.3 of these Terms of Use; and (d) to remain solely responsible for all contractual terms, consumer disclosures, invoicing, tax obligations and complaint handling vis-à-vis Members and Guests.

6.5. The use of the Platform itself by Members and Guests is free of charge. The Provider does not charge Members or Guests any registration fee, subscription fee or other direct fee for the mere use of the Platform or the Functions.

6.6. Payments under a Companion Subscription are made by the Member to the Owner via Stripe Connect. The Member enters its payment data (in particular card data) and billing address directly on the hosted Stripe checkout page. The Provider does not have access to the Member’s full payment data. Where the Provider acts as a payment-facilitation tool through Stripe Connect, the Provider may instruct Stripe to deduct, withhold or transfer a platform transaction fee from the relevant Owner; such platform transaction fee is borne by the Owner and is not an additional charge to the Member.

6.7. Currency, applicable VAT, invoicing, billing cycles, refund rules, dispute resolution, chargeback handling and similar matters relating to a Companion Subscription are governed by the contractual terms agreed between the Member and the Owner and by the rules of Stripe applicable to the Owner’s connected account. In particular, the Owner acts as merchant of record vis-à-vis the Member and is responsible for issuing the corresponding invoices.

6.8. Any complaints, refund requests, withdrawal or cancellation requests, or other claims of a Member or Guest relating to a Companion or an Owner Offering shall be addressed directly to the relevant Owner. The Provider may provide technical support relating to the Platform itself but is not obliged to handle complaints relating to a Companion or an Owner Offering.

7. Member Content, Memories and licences

7.1. The User retains all rights to its Member Content, including any text input, voice input transcripts, profile data, profile picture and Memories. The provision of Member Content does not transfer any ownership rights to the Provider or the Owner.

7.2. The User grants the Provider a non-exclusive, royalty-free, worldwide right to host, store, transmit, display, process, structure, analyse and otherwise use the Member Content solely to the extent necessary for the operation, provision, maintenance, security, quality assessment and troubleshooting of the Platform and the relevant Companion, including in particular for the routing of the Member Content to the Owner’s Companion, the storage of conversation history, the storage of Memories and the generation of insights for the Owner.

7.3. Where the User interacts with a Companion of an Owner, the Owner may access the conversation history (including transcripts of voice calls) and any Member Content shared in that context, as well as aggregated insights derived from such interactions (e.g. frequently asked questions). Memories of a Member remain personal context for the Member and the relevant Companion and are not made directly available to the Owner. Further details are set out in the Privacy Notice (clause 10).

7.4. The User is solely responsible for the lawfulness, accuracy and completeness of its Member Content. The User shall not submit any Member Content that infringes third-party rights (in particular copyrights, personality rights, trademarks or rights to one’s own image or voice), that is unlawful, defamatory, discriminatory, offensive, harmful, misleading, fraudulent or otherwise inappropriate, or that is otherwise prohibited under clause 11.

7.5. The Provider may, but is not obliged to, review Member Content. The Provider may restrict, block, suspend, remove or refuse to transmit Member Content where it has reason to believe that the Member Content violates these Terms of Use, applicable law or third-party rights, or that it may expose the Provider, the Platform, an Owner, other Users or third parties to legal, security, reputational or operational risk.

8. Availability of the Platform

8.1. The Provider will use commercially reasonable efforts to make the Platform and the Functions available to Users. The Provider does not, however, guarantee that the Platform or the Functions will be available without interruption, error-free or at all times.

8.2. The Provider may temporarily suspend access to the Platform or to individual Functions, in particular in order to perform maintenance, updates, security improvements, error analysis or to introduce new functionalities, as well as for objectively justified reasons (in particular to comply with applicable law or to respond to security incidents). The Provider will, where practicable, give reasonable advance notice of planned material interruptions.

8.3. The Platform may contain links to third-party websites or services. The Provider does not control those third-party websites or services and is not responsible for their content, availability or compliance with applicable law.

9. Intellectual property

9.1. All intellectual property rights in the Platform and the Functions, including in the underlying software, system instructions, prompts, model configurations, designs, logos, trademarks, images, text and other content provided by the Provider (other than Member Content, Owner content and Companion outputs to the extent not generated by the Provider), are and remain exclusively vested in the Provider. The use of the Platform by the User does not transfer any such intellectual property rights to the User.

9.2. The Provider grants the User, for the duration of the use of the Platform, a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform and the Functions for the User’s personal, commercial use in accordance with these Terms of Use.

9.3. Companions, the corresponding system instructions, prompts, configurations and the Owner’s content remain with the relevant Owner. The Provider does not grant the User any intellectual property rights in the Companion or in any output generated by the Companion that go beyond the right to use such output for the User’s personal, commercial purposes in accordance with these Terms of Use and the terms agreed between the User and the Owner.

10. Personal data; Privacy Notice

10.1. The Provider processes personal data of Users in accordance with applicable data protection law, in particular the General Data Protection Regulation (Regulation (EU) 2016/679, “GDPR”) and the Austrian Data Protection Act (Datenschutzgesetz, “DSG”). Further information on the categories of personal data processed, the purposes and legal bases of the processing, the categories of recipients (including Owners), data transfers to third countries, the retention periods and the rights of data subjects is set out in the separate Privacy Notice available on the Platform at kugelblitz.ai/privacy-members (the “Privacy Notice”).

11. AI nature of the Companion; permitted use; restrictions

11.1. The User acknowledges that the Companion is an AI-powered digital assistant and not a natural person. Interactions with a Companion are based, in whole or in part, on AI models that operate probabilistically. As a result, the output of a Companion may be inaccurate, incomplete, outdated, misleading or otherwise unsuitable. Identical or similar inputs may produce different outputs and so-called hallucinations (output that appears plausible but is factually wrong) may occur.

11.2. The Companion is intended for general information and interaction purposes only. The Companion does not provide and does not replace professional advice. In particular, the Companion does not provide legal, medical, psychological, therapeutic, financial, tax, investment, insurance, regulatory or other regulated professional advice. The User shall not rely on the output of a Companion for any decision that requires professional advice and shall, where appropriate, consult a qualified professional.

11.3. The Owner is responsible for the configuration, training, scope and content of the Companion. The Provider does not endorse or verify the content provided by an Owner or the output generated by a Companion.

11.4. When using the Platform, the User shall comply with applicable law and these Terms of Use. The User shall in particular not:

• (a) use the Platform, the Functions or a Companion in a manner that violates applicable law, third-party rights or these Terms of Use;
• (b) submit any Member Content of the type referred to in clause 7.4;
• (c) use the Platform or a Companion for activities that pose a risk to the life, body or health of any person, in particular by relying on Companion output as a substitute for professional advice in situations of acute risk;
• (d) use the Platform or a Companion to develop, train, evaluate, benchmark, improve or commercialise any other artificial intelligence system, model, dataset or product;
• (e) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, model weights, prompts, system instructions or other underlying components of the Platform or any Companion;
• (f) use any automated tools (such as bots, crawlers or scrapers) to access the Platform or a Companion in a manner that is not part of the intended use, in particular if it disrupts the operation, security or availability of the Platform;
• (g) circumvent or attempt to circumvent any security measures or technical limitations of the Platform or a Companion;
• (h) impersonate any other person, misrepresent its identity, or otherwise act in a fraudulent or misleading manner; or
• (i) use the Platform, any Function or a Companion for any of the following purposes: (i) provision of medical, therapeutic or clinical advice intended to substitute for the advice of a licensed professional; (ii) personnel decisions (in particular hiring, performance evaluation or dismissal); (iii) creditworthiness assessments or decisions regarding financial eligibility; (iv) law enforcement, judicial decision-making or public safety applications; or (v) any use case classified as prohibited or high-risk under applicable AI legislation — in particular Regulation (EU) 2024/1689 (“AI Act”) — in a manner that would trigger regulatory obligations not expressly assumed by the Provider or the relevant Owner; or
• (j) upload, share or otherwise disseminate any malicious code or otherwise compromise the integrity, security or proper functioning of the Platform.

11.5. If the User violates these Terms of Use or applicable law, the Provider may, taking into account the circumstances of the individual case, restrict, suspend or terminate the access of the User to the Platform, the Account, the Functions or a particular Companion (see clause 13). The Provider may also restrict, suspend or remove specific Member Content (see clause 7.5).

12. Right of withdrawal

12.1. The provisions of this clause 12 apply to Consumer Users only. Business Users have no statutory right of withdrawal from contracts concluded with the Provider through the Platform; their termination rights are governed exclusively by clause 13 (Term and termination).

12.2. The mere creation of an Account and the mere use of the Platform and the Functions are free of charge and do not constitute a paid contract for the supply of digital content or digital services within the meaning of section 1 of the Austrian Distance and Off-Premises Contracts Act (Fern- und Auswärtsgeschäfte-Gesetz, “FAGG”). Accordingly, the right of withdrawal under section 11 FAGG does not apply to the contract between the Provider and the User regarding the use of the Platform itself.

12.3. To the extent that a Member concludes a paid Companion Subscription with an Owner, any right of withdrawal under the FAGG or under other applicable consumer protection law in connection with that Companion Subscription is governed by the contractual terms agreed between the Member and the relevant Owner and applies vis-à-vis the relevant Owner, not vis-à-vis the Provider. The Provider may facilitate the technical handling of such withdrawal (e.g. via Stripe Connect) on instruction of the relevant Owner.

13. Term and termination

13.1. The contract between the Provider and a Member regarding the use of the Platform is concluded for an indefinite term and starts when the Account is activated. The contract between the Provider and a Guest regarding the use of the Platform is concluded for the duration of the Guest’s interaction with the Companion and ends automatically when the session is terminated.

13.2. The Member may terminate the contract regarding the use of the Platform at any time and with immediate effect by deleting the Account through the Account settings on the Platform or by sending a corresponding notice to the contact address set out in clause 19. Notice in text form (in particular by email) is sufficient.

13.3. The Provider may terminate the contract regarding the use of the Platform vis-à-vis a Member at any time observing a notice period of one month to the end of a calendar month.

13.4. Both parties may terminate the contract with immediate effect for good cause (aus wichtigem Grund). Good cause exists in particular if:

• (a) the User materially breaches these Terms of Use and fails to remedy the breach within a reasonable cure period set by the Provider, or where such cure is impossible or unreasonable;
• (b) there is a reasonable suspicion of fraud or other serious misconduct by the User;
• (c) continued provision of the Platform or the relevant Functions to the User would expose the Provider, the Platform, other Users, Owners or third parties to a significant legal, regulatory, security or reputational risk; or
• (d) the Provider is required by law, by a binding court or authority order or by a binding requirement of a payment service provider (in particular Stripe) to suspend or terminate the relationship with the User.

13.5. Upon termination of the contract regarding the use of the Platform, the Account will be deactivated and access to the Functions will be discontinued. The Provider may retain Member Content to the extent and for as long as required or permitted under applicable law (in particular for the establishment, exercise or defence of legal claims and for compliance with statutory retention obligations). Further details on data retention are set out in the Privacy Notice.

13.6. Termination of the contract with the Provider does not affect any subsisting Companion Subscription between the Member and an Owner. Any cancellation, termination or refund of such Companion Subscription is governed by the terms agreed between the Member and the relevant Owner.

14. Limitation of liability

14.1. The Provider shall be liable without limitation:

• (a) for damages caused intentionally or by gross negligence by the Provider or by any of its legal representatives, executive employees or other persons used by the Provider to perform its contractual obligations (Erfüllungsgehilfen within the meaning of section 1313a ABGB);
• (b) for damages arising from injury to life, body or health, irrespective of the degree of fault; and
• (c) for claims under the Austrian Product Liability Act (Produkthaftungsgesetz, PHG).

14.2. In cases of slight negligence, the Provider shall be liable only for the breach of an essential contractual obligation, i.e. an obligation whose fulfilment is essential for the proper performance of the contract and on whose observance the User may regularly rely. In such cases, the Provider’s liability shall be limited to damages that are typical for this type of contract and that were reasonably foreseeable at the time of conclusion of the contract. The limitations of liability set out in this clause 14 also apply for the benefit of the Provider’s legal representatives, executive employees and other persons used by the Provider to perform its contractual obligations (Erfüllungsgehilfen within the meaning of section 1313a ABGB).

14.3. In relation to Business Users, and to the maximum extent permitted by applicable law: (a) in cases of slight negligence, the Provider’s liability is excluded in its entirety, including for breach of non-essential contractual obligations; (b) the Provider’s total aggregate liability arising out of or in connection with these Terms of Use, irrespective of the legal basis, is limited per calendar year to EUR 500 (five hundred euros) or, if higher, the total fees actually paid by the Business User to the Provider in the relevant calendar year; and (c) all other liability limitations and exclusions set out in clause 14.4 apply in full. The cap in sub-clause (b) does not apply in the cases of unlimited liability set out in clause 14.1. Business Users may not assert rights available exclusively to consumers under Austrian law (including under sections 6 and 9 KSchG or section 864a ABGB).

14.4. The Provider shall in particular not be liable, beyond the limits set out in clauses 14.1 and 14.2, for: (a) the content, accuracy, completeness, timeliness, lawfulness or suitability of any Companion or its output, or of any Owner Offering; (b) any decision taken or action performed by the User on the basis of an interaction with a Companion; (c) the relationship between the User and an Owner, including any Companion Subscription, payment, invoicing, refund, chargeback, dispute, consumer right or claim arising from or in connection with such relationship; or (d) the content or availability of third-party websites or services linked from the Platform.

15. Force majeure

15.1. The Provider shall not be in breach of its obligations under these Terms of Use to the extent and for as long as such obligations cannot be performed due to force majeure. Force majeure means an extraordinary external event beyond the Provider’s reasonable control that could not be foreseen or averted with reasonable diligence, in particular natural disasters, fire, flood, war, terrorism, civil unrest, pandemics, governmental acts, and large-scale failures of public power, telecommunications or internet networks.

15.2. For the duration of the force majeure event, any corresponding payment obligation of the User (if any) shall be suspended. The Provider shall inform the User of the event and its expected duration without undue delay and shall use reasonable efforts to resume the affected Functions as promptly as possible. If the force majeure event persists for more than 30 consecutive days, each party may terminate the affected contract with immediate effect by written notice; any payments already made for performance not rendered shall be refunded by the Provider without undue delay.

16. Amendments to the Terms of Use

16.1. The Provider may amend these Terms of Use with effect for the future only if and to the extent such amendment is objectively justified, proportionate and necessary due to: (a) changes in mandatory law or binding regulatory, judicial or administrative requirements; (b) changes in technical, security or operational requirements of the Platform, including changes in third-party infrastructure on which the Platform materially depends; or (c) editorial clarifications, corrections or structural adjustments that do not materially alter the balance of rights and obligations between the Provider and the User to the detriment of the User.

16.2. The Provider shall notify the User of any proposed amendment in text form (in particular by an in-app notification or by email to the email address linked to the Account) at least 30 days before the proposed effective date and shall in such notice expressly point out the proposed changes and the User’s right to object. If the User does not object before the proposed effective date, the amendment shall be deemed accepted. If the User objects in good time, the amendment shall not apply vis-à-vis that User; in such case, either party may terminate the contract with effect from the proposed effective date if continuation of the contract without such amendment would be unreasonable.

17. Complaints and out-of-court dispute resolution

17.1. Complaints relating to the Platform, the Functions or any conduct of the Provider may be submitted by the User free of charge to the contact details set out in clause 19. The Provider will endeavour to address complaints promptly and to the extent possible.

17.2. Complaints relating to a Companion or to an Owner Offering shall be directed to the relevant Owner. The Provider may, at its discretion, forward such complaints to the relevant Owner.

17.3. Information on out-of-court dispute resolution and on the Internet Ombudsman in Austria is available at https://ombudsstelle.at/. The Provider is not obliged to participate, and currently does not participate, in an alternative dispute resolution procedure before a consumer arbitration body.

18. Applicable law and jurisdiction

18.1. These Terms of Use, and any contractual or non-contractual rights and obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of the Republic of Austria, excluding its conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The choice of law shall not deprive a User who qualifies as a consumer of the protection afforded to it by mandatory provisions of the law of the country in which the User has its habitual residence (Article 6 of Regulation (EC) No 593/2008 – Rome I).

18.2. To the extent permitted by mandatory law, any dispute arising out of or in connection with these Terms of Use shall be submitted to the exclusive jurisdiction of the competent court for the first district of Vienna, Austria. For a User who qualifies as a consumer, jurisdiction shall be determined as follows: consumers may bring proceedings against the Provider either before the courts of the Member State in which the Provider is domiciled or, regardless of the domicile of the Provider, before the courts of the place where the consumer is domiciled; the Provider may bring proceedings against a consumer only in the courts of the Member State in which the consumer is domiciled.

18.3. For Business Users, any dispute arising out of or in connection with these Terms of Use, including disputes regarding the existence, validity or termination thereof, shall be subject to the exclusive jurisdiction of the Commercial Court of Vienna (Handelsgericht Wien), Austria. This exclusive jurisdiction clause does not limit the Provider’s right to seek interim relief or enforcement before any competent court.

19. Provider details and contact

Kugelblitz FlexCo

Kegelgasse 24/25, 1030 Vienna, Austria

FN 653502 h, Commercial Court of Vienna

Email: samuel@kugelblitz.at

Website: kugelblitz.ai

20. Miscellaneous

20.1. Vis-à-vis Business Users, if any provision of these Terms of Use is or becomes invalid, unenforceable or void, the validity and enforceability of the remaining provisions shall not be affected. Vis-à-vis Users who qualify as consumers, the relevant statutory provision shall apply in lieu of the invalid, unenforceable or void provision.

20.2. The Provider may, in connection with a transfer of all or part of its business or assets, transfer its rights and obligations under these Terms of Use to a third party that is able to assume the corresponding obligations; the User shall be notified of any such transfer in advance and shall be entitled to terminate the contract with effect from the effective date of the transfer if the transfer would be unreasonable for the User. The User may transfer its rights and obligations under these Terms of Use only with the prior written consent of the Provider.

20.3. These Terms of Use are concluded in English. The Provider may, at its discretion, make available a translation of these Terms of Use in another language for information purposes. In case of any discrepancy between the English version and a translation, the English version shall prevail, except where mandatory consumer protection law requires otherwise.

20.4. These Terms of Use, together with the Privacy Notice and any other documents expressly incorporated by reference, constitute the entire agreement between the Provider and the User regarding the subject matter hereof and supersede all prior agreements, understandings and communications between them in relation thereto.

1. Scope, Parties and Definitions

1.1. These Terms of Service (the "ToS") govern the entire contractual relationship between:

• (a) Kugelblitz FlexCo, with its registered office in Vienna and business address at Kegelgasse 24/25, 1030 Vienna, Austria, registered with the Commercial Register of the Commercial Court of Vienna under FN 653502 h, VAT ID No. ATU82267379 (the "Provider"); and
• (b) any person or entity entering into these ToS with the Provider in the course of its contractual relationship, business or profession (the "Owner" and together with the Provider the "Parties" and each of them a "Party").

1.2. These ToS govern the contractual relationship between the Provider and the Owner exclusively. Any general terms and conditions or other terms of the Owner that conflict with, deviate from, or supplement these ToS are rejected and shall not become part of the contract, even if referred to in any order, acceptance, correspondence or other communication of the Owner, and regardless of whether the Provider performs the contract or accepts payment without express reservation. Any such terms shall apply only to the extent expressly accepted by the Provider in text form (including email).

1.3. The Provider offers its services exclusively to entrepreneurs (Unternehmer). By entering into these ToS, the Owner represents and undertakes that it is acting in the course of its trade, business or profession, qualifies as an entrepreneur within the meaning of Section 1 of the Austrian Commercial Code (Unternehmensgesetzbuch – UGB), and will use the Provider’s services exclusively for business purposes.

1.4. Where the Owner makes a Companion available to third parties via the Platform, the Owner acts in the capacity of the owner, operator and commercial provider of such Companion vis-à-vis those third parties. References to the Owner include, where applicable, the Owner acting in such capacity.

1.5. The Provider develops and operates an AI-based software solution (the "Software") that enables the creation, training, hosting, and operation of AI-powered digital assistants ("Companions").

1.6. "Member" means any customer, client, subscriber, registered user or other end user of an Owner who accesses, uses or interacts with the respective Companion made available by such Owner through the Platform, in each case on the basis of, or in connection with, a contractual or other commercial relationship between such person and the Owner.

1.7. "Member Content" means any input, query, message, data, feedback, content or other information submitted by a Member in connection with the Platform, a Companion or an Owner Offering.

1.8. "Owner Offering" means any Companion, content, knowledge base, service, subscription, digital product, communication, advice, information, commercial offer, customer relationship or other offering made available, marketed, sold, provided or otherwise operated by the Owner to or for Members through or in connection with the Platform.

1.9. "Owner Content" means all data, content, materials, information, instructions, Training Data, prompts, documents, knowledge bases, descriptions, prices, terms, marketing materials and other materials provided, uploaded, configured, selected or otherwise made available by or on behalf of the Owner in connection with the Platform or an Owner Offering.

1.10. "Platform" means the technical platform, interface, profile pages, access links, embedding functionalities, account functionalities, hosting environment, payment or access infrastructure, and related technical tools made available by the Provider to enable the creation, configuration, operation and making available of Companions.

2. Subject Matter of the Services

2.1. A Companion is an AI-powered digital representation or assistant configured for or by the Owner that operates based on Training Data and other Owner Content and enables automated interactions with Members via voice and text interfaces. A Member interacts with the Companion without entering into a contractual relationship with the Provider regarding the Owner Offering, unless expressly agreed otherwise in separate terms governing the technical use of the Platform.

2.2. The Services consist of providing access to the Software as a software-as-a-service ("SaaS") solution, including:

• (a) creation and configuration of Companions,
• (b) hosting and operation,
• (c) updates, enhancements, and functionalities,
• (d) user documentation

(collectively, the "Services").

2.3. The specific scope of the Services, including pricing/remuneration, usage limits, features, billing cycles, and support levels, is set out in the service description section of the relevant order agreed between the Parties (i.e., Starter, Builder, or Scale).

2.4. In addition to providing the Software as a SaaS solution to the Owner, the Services may include technical functionalities enabling the Owner to make its Companion available to Members through the Platform. The Provider’s role in this respect is limited to providing the Platform, hosting, access and infrastructure functionalities. The Provider does not itself provide, endorse, sell, verify or assume responsibility for the Owner Offering, unless expressly agreed otherwise in writing.

2.5. The Owner remains solely responsible for the legal, commercial, professional, regulatory and factual accuracy, permissibility and suitability of the Owner Offering, including the Companion’s intended use, positioning, content, Member-facing disclosures, contractual terms, privacy notices, pricing, refunds, customer support and any services or products offered to Members or connected to the Owner Offering.

3. Services and Platform Functionality

3.1. The Provider makes the Software available to the Owner via access to the Platform.

3.2. The Services enable in particular creation, configuration, and training of Companions, automated communication with Members, integration into websites or platforms, storage of interaction data and context, generation of reports, summaries, and insights.

3.3. The scope of services provided by the Provider includes, in particular, the following core functionalities, to the extent they are included in the respective agreed service or subscription model:

• (a) hosting the Companion on the Provider’s platform and making it available via a dedicated profile page and/or a link;
• (b) enabling the Companion to conduct voice- and text-based interactions with Members;
• (c) storing conversation histories and relationship contexts for each Member to enable personalized and ongoing interactions across multiple sessions;
• (d) preparing proactive reports, summaries, and insights based on interactions with Members and providing them to the Owner, particularly regarding trends, issues, and potential follow-up actions;
• (e) quality assessment and monitoring of the Companion’s performance using evaluation systems, benchmarks, reference interactions, and analyses;
• (f) automated content moderation to prevent the generation of offensive, sexual, harmful, or off-topic content;
• (g) enabling the Owner to make the Companion available to Members via the Platform;
• (h) providing access to the Platform and related account, access and administration functionalities, to the extent included in the agreed service or subscription model of the Owner.

4. Platform Use and Owner-Member Relationship

4.1. The Provider operates the Platform as a technical infrastructure provider. The Platform enables Owners to configure, host and make available Companions to Members. The Provider does not act as the Owner’s agent, commercial representative, reseller, distributor, broker or contracting party in relation to the Owner Offering, unless expressly agreed otherwise in writing.

4.2. Any contractual, pre-contractual, statutory or other legal relationship concerning the Owner Offering exists exclusively between the Owner and the relevant Member. The Owner is solely responsible for establishing and maintaining such relationship, including the provision and valid incorporation of any terms and conditions, consumer information, cancellation or withdrawal rights, privacy notices, AI disclosures, imprint information and other legally required notices.

4.3. The Owner shall ensure that Members are clearly informed, before or at the time of interaction with the Companion, that:

• (a) they are interacting with an AI system and not with a natural person;
• (b) the Companion is made available, operated and commercially controlled by the Owner;
• (c) the Provider merely provides the technical Platform, hosting and infrastructure functionalities;
• (d) the Provider is not responsible for the Owner Offering, the Owner Content, the content of the Companion’s responses or any decisions, actions or omissions taken by the Owner or Members based on such responses; and
• (e) the Companion does not replace qualified professional advice, in particular legal, medical, financial, tax, therapeutic or other regulated professional advice.

4.4. The Owner shall not make, and shall ensure that its communications, websites, marketing materials, Member terms, Companion descriptions and other Member-facing materials do not make, any statement or create any impression that:

• (a) the Provider provides, controls, verifies, endorses or guarantees the Owner Offering;
• (b) the Provider is the seller, supplier, consultant, professional adviser or contracting party of the Member in relation to the Owner Offering;
• (c) the Companion is a natural person or is operated by a natural person in real time; or
• (d) the Companion may be used for purposes excluded or restricted under these ToS.

4.5. The Owner is solely responsible for all Owner Content and for all configurations, instructions, Training Data, intended use descriptions, restrictions, disclaimers, prompts, workflows and settings applied to the Companion. The Provider is not obliged to verify the legality, accuracy, completeness, quality or suitability of Owner Content or of any Owner Offering.

4.6. The Owner shall ensure that the Owner Offering and the use of the Platform by the Owner and by Members invited, referred or otherwise enabled by the Owner comply with all applicable laws. The Owner shall provide Members with all information required by applicable law, including the Owner’s legal identity, contact details, applicable Member-facing terms, privacy notices, information on prices and charges, information on the nature and limitations of the Companion, and any mandatory disclosures relating to automated or AI-generated communication.

4.7. The Owner shall be solely responsible for Member support in relation to the Owner Offering, including complaints, refund requests, withdrawal or cancellation requests, questions regarding the content of the Companion, and any claims arising from the Owner Offering. The Provider may provide technical support regarding the Platform but is not obliged to handle Member complaints relating to the Owner Offering.

4.8. If the Platform enables payments, subscriptions, paid access, booking, ordering or similar commercial functionalities between Owners and Members, such functionalities are provided solely as technical facilitation tools, unless expressly agreed otherwise. The Owner acts as the merchant of record, seller, supplier and contracting party in relation to all transactions, payments, subscriptions, products, services, digital content or other Owner Offerings made available to Members, unless expressly identified otherwise in the applicable order or checkout process. The Owner remains solely responsible for prices, taxes, VAT, invoices, receipts, refunds, chargebacks, disputes, consumer rights, accounting, regulatory obligations, customer support and the proper performance of the Owner Offering. The Provider shall not be deemed the merchant of record, seller, supplier or provider of the Owner Offering.

4.9. The Provider may display Platform-level notices, AI transparency notices, safety notices, moderation notices, technical terms of use, reporting mechanisms or other information to Members. The Owner shall not remove, conceal, contradict or undermine such notices and shall ensure that its own Member-facing materials are consistent with them.

4.10. The Provider may, without assuming any general monitoring obligation, review, restrict, suspend, disable, remove or block access to any Companion, Owner Content, Member Content or Owner Offering if the Provider has reason to believe that:

• (a) it is unlawful, misleading, harmful, discriminatory, offensive, infringing, unsafe or otherwise non-compliant;
• (b) it violates these ToS, applicable law, third-party rights or Platform policies;
• (c) it may expose the Provider, the Platform, Members or third parties to legal, regulatory, reputational, security or operational risk;
• (d) it is required by law, court order, authority request or payment service provider requirement; or
• (e) continued availability could impair the security, integrity or proper functioning of the Platform.

4.11. The Provider does not assume any obligation to generally monitor Owner Content, Member Content, Companions or Owner Offerings, or to actively seek facts or circumstances indicating unlawful activity. This shall not limit the Provider’s right to conduct voluntary checks, automated moderation, safety reviews, quality assessments or compliance measures.

4.12. The Owner shall promptly notify the Provider if it becomes aware of any unlawful, infringing, misleading, harmful or otherwise problematic Owner Content, Member Content, Companion output or Member interaction. The Owner shall cooperate with the Provider in investigating, mitigating and remedying any such issue.

4.13. The Owner shall not use the Platform or any Companion for any purpose prohibited or restricted under these ToS, including the restricted uses set out in Section 13.

4.14. The Owner shall indemnify, defend and hold harmless the Provider from and against all claims, damages, losses, fines, penalties, costs and expenses, including reasonable legal fees, arising out of or in connection with:

• (a) the Owner Offering;
• (b) Owner Content, Training Data or configurations provided or controlled by the Owner;
• (c) Member claims relating to the Owner Offering or the Companion’s content, outputs or positioning;
• (d) the Owner’s failure to provide legally required information, terms, disclosures, consents or privacy notices to Members;
• (e) any breach of consumer protection, e-commerce, unfair competition, professional regulation, data protection, intellectual property or AI law attributable to the Owner;
• (f) any use of the Platform or Companion outside the agreed scope, intended purpose or permitted use cases; or
• (g) any statement, representation or omission by the Owner that creates the impression that the Provider is responsible for the Owner Offering;
• (h) any payment, tax, VAT, invoicing, refund, chargeback, dispute, payment service provider, connected account or merchant-of-record obligation attributable to the Owner or the Owner Offering.

4.15. The Owner shall ensure that any Member-facing terms used by the Owner contain provisions that are consistent with this Section 4 and do not impose any obligations or liability on the Provider beyond those expressly agreed by the Provider in writing.

4.16. The provisions of this Section 4 shall apply in addition to all other provisions of these ToS. In the event of conflict, the provisions that more specifically allocate responsibility for the Owner Offering, Owner Content, Member Content and Member relationships shall prevail.

5. Rights of Use

5.1. The Provider coordinates the conversations, generates responses using the Owner’s knowledge base, and operates the underlying AI infrastructure. The Provider is not obligated to ensure any specific commercial success but is solely responsible for providing the subject matter of the contract within the agreed scope of functionality.

5.2. The subject matter of the contract is provided as a hosted SaaS solution. The Owner does not receive a license to the underlying Software in the sense of a grant of rights to independently reproduce, modify, or exploit it. The Provider grants the Owner, for the duration of the contract, a non-exclusive, non-transferable, non-sublicensable right, subject to any contrary agreements, limited to the term of the contract, to use the subject matter of the contract within the scope of its business operations.

5.3. Use of the subject matter of the contract is permitted exclusively to the extent agreed in the contract and for the Owner’s own business purposes. The Owner shall not copy, modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, object code, algorithms, model architecture, prompts, system instructions, underlying logic or functionality of the Software or Platform, except to the extent expressly permitted by mandatory law.

5.4. Use of the subject matter of the contract, in particular the Software, is subject to the usage limits specified in the respective individual agreements or subscription models. This includes, in particular, the number of Companions, users, systems, requests, tokens, voice minutes, interactions, integrations, or other usage units. If these limits are exceeded, the Provider is entitled to restrict usage or charge additional fees in accordance with the agreed terms.

5.5. The rights granted to the Owner are limited to those uses necessary for the contractual use of the subject matter of the contract. Reproductions and modifications are permitted only to the extent required by law.

5.6. The Owner is not authorized to use the Software, the Companion, or the content generated by them to develop, train, or improve its own or third-party artificial intelligence systems, unless expressly agreed in writing.

6. AI training / Data Use

6.1. During the onboarding process, the Provider works with the Owner to create, configure, and set up the Owner’s Companion.

6.2. The Owner shall provide the Provider with the content, data, and information necessary for the training, configuration, and operation of the Owner’s Companion ("Training Data"). This may include records, documents, frameworks, FAQs, transcripts, knowledge bases, voice recordings, and other knowledge artifacts.

6.3. The Owner grants the Provider a non-exclusive, worldwide, royalty-free right to use, process, store, structure, analyze and incorporate Training Data, Owner Content and, where applicable, Member Content solely to the extent necessary for the provision, operation, maintenance, security, troubleshooting, quality assessment and owner-specific optimization of the Services and the relevant Companion, subject to applicable data protection law, confidentiality obligations, the applicable data processing agreement and any agreed deletion or retention requirements.

6.4. The Owner may expand and update the Companion’s knowledge during normal operations using the tools provided by the platform. This includes direct voice interaction with the Companion, uploading documents, and connecting third-party tools or integrations. The specific features available depend on the agreed service or subscription model.

6.5. The Provider processes the materials provided by the Owner into the Companion’s knowledge base.

6.6. The Provider conducts ongoing quality assessments of the Companion’s performance, establishing benchmarks, analyzing conversations, conducting reference checks, and providing quality and performance reports to the Owner.

6.7. The Owner warrants that it holds all necessary rights to the Training Data, that such data does not infringe upon the rights of any third parties, and that all applicable data protection regulations, in particular the General Data Protection Regulation (Datenschutz-Grundverordnung, "GDPR") and the Austrian Data Protection Act (Datenschutzgesetz, "DSG"), have been complied with. This also applies to content that combines personal expertise with knowledge acquired by the Owner in the context of an employment or other legal relationship.

6.8. The Owner is required to provide accurate and up-to-date Training Data and to cooperate appropriately in quality assurance processes, including reviewing briefings, correcting errors, and providing feedback.

6.9. The Owner may not upload or provide any content that is unlawful, defamatory, or otherwise prohibited under applicable law.

6.10. Any Training Data may be used for the provision of the contractually agreed Services and for the owner-specific optimization of the respective individual Companion within the isolated knowledge base of the respective Owner. Any further use of the Training Data, in particular for the general improvement of models or services, shall be subject to applicable law and may, in particular, take place in anonymized form or where expressly agreed otherwise.

6.11. To the extent that personal data is processed, such processing shall be conducted exclusively in accordance with applicable data protection laws. The parties shall enter into a separate data processing agreement.

6.12. The Owner remains solely responsible for determining the intended purpose, Member-facing use case, content boundaries, escalation requirements and lawful basis for the use of the Companion in relation to Members. The Provider shall not be responsible for assessing whether a specific Owner Offering or Member-facing use case is legally permissible, suitable for the Owner’s sector, or compliant with consumer, professional, regulatory or other sector-specific requirements.

6.13. To the extent Member Content is processed in connection with a Companion, such Member Content may be used by the Provider for the provision, operation, maintenance, security, troubleshooting, quality assessment and Owner-specific optimization of the relevant Companion, subject to applicable data protection law, the applicable data processing agreement and any agreed restrictions.

6.14. The Owner shall ensure that it has all necessary rights, permissions, notices and legal bases for the processing of Member Content and for making such Member Content available to the Provider for the purposes of providing the Services.

7. Fees and Payment

7.1. The fees payable by the Owner are specified in the respective individual agreements or order forms, depending on the agreed subscription model and the Service provided thereunder. The Provider offers various subscription tiers, currently including Starter, Builder, and Scale.

7.2. Unless otherwise agreed in the applicable order, subscription fees and usage-based charges payable by the Owner to the Provider shall be invoiced and/or collected via Stripe Connect or another payment service provider designated by the Provider. "Stripe" means the Stripe group company or companies providing the relevant payment, billing, connected account or related services in the applicable jurisdiction. "Stripe Connect" means the payment service provider infrastructure operated by Stripe and used by the Provider to facilitate payment processing, connected account functionalities, collection of Platform Transaction Fees and related payment operations. The Owner shall provide complete and accurate billing, contact and payment information and keep such information up to date. The Owner authorizes the Provider and the relevant payment service provider to process payment transactions to the extent necessary for the collection of amounts due under the Agreement. If required for the agreed billing, payment or monetization setup, the Owner shall maintain a valid payment method and/or a connected payment account with Stripe or another payment service provider designated by the Provider.

7.3. To the extent usage-based charges are agreed, such charges may be calculated by reference to the number of Companions, users, minutes of talk time or other usage units specified in the applicable order.

7.4. Unless otherwise agreed, amounts collected automatically via Stripe Connect or another payment service provider shall become due and payable at the time they are processed or collected through the relevant payment service provider. To the extent fees are invoiced outside such automatic collection process, invoices shall be due for payment within 14 days of the invoice date, unless otherwise agreed. Payments shall be made in EUR without deduction and to the account specified in the invoice or otherwise processed through the payment method or payment service provider designated by the Provider.

7.5. In the event of late payment, statutory default interest shall apply. Following prior written notice and the expiry of a reasonable grace period, the Provider may suspend or restrict the Services to the extent objectively justified and reasonable. Any further rights and remedies of the Provider shall remain unaffected.

7.6. In addition to the subscription fees and any usage-based charges payable by the Owner under the applicable order, the Provider may charge and retain a Platform transaction fee for transactions between the Owner and Members processed through the Platform or a payment service provider integrated with the Platform, including by way of an application fee amount, revenue share, percentage fee, fixed fee or other fee mechanism specified in the applicable order, checkout flow, service description or pricing documentation (the "Platform Transaction Fee").

7.7. Where payments are processed through Stripe Connect or a comparable payment infrastructure, the Owner acknowledges and agrees that the Provider may instruct the relevant payment service provider to deduct, withhold, transfer or otherwise collect the applicable Platform Transaction Fee from each relevant transaction, including by using Stripe Connect’s application_fee_amount or a comparable technical mechanism. Unless otherwise agreed, the applicable Platform Transaction Fee shall be calculated on the gross transaction amount paid by the Member duties, payment service provider fees, chargeback fees, dispute fees, currency conversion fees or other third-party costs, unless such inclusion is expressly specified in the applicable order or pricing documentation.

7.8. The Platform Transaction Fee shall be calculated and collected in the currency of the relevant Member transaction or in such other currency as supported by the relevant payment service provider. Any currency conversion, exchange rate, settlement timing, rounding, payment service provider fee or cross-border fee shall be handled in accordance with the rules and technical operation of the relevant payment service provider and shall be borne by the Owner, unless expressly agreed otherwise.

7.9. Platform Transaction Fees are earned when the relevant transaction is successfully processed and are non-refundable. If a transaction between an Owner and a Member is refunded, reversed, cancelled, charged back or disputed, the Owner remains solely responsible for the refunded amount, chargeback, dispute, payment service provider fees, taxes, invoices, receipts and all related Member claims. The Provider may refund or reverse all or part of the Platform Transaction Fee at its discretion or where required by law, the applicable order, the checkout flow or the rules of the relevant payment service provider. Any such refund or reversal may be calculated pro rata by reference to the refunded portion of the underlying Member transaction, unless otherwise specified in the applicable order or pricing documentation.

7.10. To the extent the Owner uses or intends to use payment, subscription, paid access or monetization functionalities through the Platform, the Owner shall, as a condition for the activation and continued use of such functionalities, create, maintain and keep in good standing a connected payment account with Stripe through Stripe Connect or with another payment service provider designated by the Provider. The Owner shall complete all onboarding, verification, know-your-customer, tax, compliance and information requirements requested by Stripe, the relevant payment service provider or the Provider, and shall comply with all applicable terms, policies, documentation and requirements of Stripe or such payment service provider, including, where applicable, the Stripe Connected Account Agreement, the Stripe Services Agreement and any related Stripe terms, policies and documentation, each as amended from time to time. The Owner authorizes the Provider, Stripe and any other relevant payment service provider to process, deduct, withhold, transfer, reverse or refund amounts to the extent necessary to provide the payment functionality, collect fees, process refunds, handle disputes, comply with applicable law or payment service provider requirements, or enforce these ToS.

7.11. The Provider may suspend, restrict or disable payment, subscription, paid access or monetization functionalities, and where objectively justified also access to the relevant Companion or Owner Offering, if the Owner’s connected payment account is suspended, restricted, not fully verified, no longer in good standing, loses required capabilities, or if charges_enabled or payouts_enabled or any comparable status under the relevant payment service provider’s system is false, inactive, restricted or otherwise unavailable. The Owner shall promptly provide all information and take all actions required to restore the relevant payment account, capabilities and payout or charge functionality.

8. Intellectual Property

8.1. Notwithstanding the rights of use granted to the Owner, all intellectual property rights, including copyrights, neighbouring rights, and industrial property rights, in the Services and Software are exclusively vested in the Provider. This includes all adaptations, further developments, modifications, orchestration systems, quality assessment systems, moderation technologies, and the underlying software and algorithm systems.

8.2. The Owner retains all rights to the data, content, records, documents, and other materials provided by the Owner, including Training Data and educational materials.

8.3. Unless otherwise expressly agreed, the Owner is granted a non-exclusive right to use the content generated by the Companion for its own business purposes. No warranty is provided regarding copyrightability, exclusivity, or non-infringement of third-party rights in this regard.

8.4. As between the Provider and the Owner, the Owner is solely responsible for determining whether and to what extent outputs generated by a Companion may be used, displayed, relied upon, commercialized or otherwise exploited in relation to Members. The Provider does not grant the Owner any rights in Member Content except to the extent such rights are held or validly obtained by the Owner.

8.5. The Owner shall ensure that its use of Owner Content, Training Data, Member Content and Companion outputs does not infringe third-party rights, including copyrights, personality rights, trade secrets, confidentiality obligations, database rights, trademarks or rights in voice, image, likeness or other personal attributes.

8.6. The Provider is entitled to use data and content provided by the Owner in anonymized form to improve and further develop the Software, provided that there are no conflicting legal provisions or agreements.

8.7. The Owner is not permitted to remove, alter, or obscure the Provider’s copyright notices, trademarks, or other identifying marks.

9. Warranty and Limitations

9.1. Subject to the limitations set out in this Agreement, the Provider warrants that, during the applicable subscription term, the Services will materially conform to the expressly agreed specifications set out in the applicable order form, service description or appendix, and will be usable in accordance with the documentation provided by the Provider. Any warranty beyond the expressly agreed characteristics is excluded to the extent permitted by law, in particular any warranty regarding uninterrupted availability, specific economic success, suitability for a particular purpose not expressly agreed, or compatibility with systems not expressly designated by the Provider. The presumption under Section 924 ABGB is excluded to the extent legally permissible.

9.2. The Owner acknowledges that the Services are based, in whole or in part, on AI models using probabilistic systems. As a result, outputs may be inaccurate, incomplete, misleading or otherwise unsuitable; identical or similar inputs may produce different outputs; and unexpected, non-deterministic or so-called hallucinated results may occur. The Provider does not guarantee error-free operation or any specific level of accuracy.

9.3. The Provider makes no warranty regarding the accuracy, timeliness, completeness, or appropriateness of the content generated by the Companion, nor regarding its legal, technical, or economic usability, nor for any decisions or actions taken based on such content. This applies in particular to use in direct contact with Members.

9.4. The Provider gives no warranty and assumes no responsibility for the Owner Offering, the suitability of the Companion for the Owner’s specific Member-facing business model, the legal compliance of Member-facing use, the validity or enforceability of the Owner’s Member terms, the lawfulness of the Owner’s marketing or positioning, or the suitability of Companion outputs for Members.

9.5. The Owner acknowledges that Companion outputs may be perceived by Members as personalized or authoritative. The Owner shall therefore implement appropriate disclaimers, escalation paths, human review mechanisms and other safeguards appropriate to the nature, sector, risk and audience of the Owner Offering.

9.6. Despite moderation and quality assurance, the Companion may provide inaccurate, incomplete, inappropriate, or off-topic responses.

9.7. The Owner is obligated to properly review the content generated by the Companion prior to its use, to establish appropriate control mechanisms, and to use the Services exclusively within the agreed scope. Any warranty is excluded to the extent that defects are attributable to data or Training Data provided by the Owner, insufficient cooperation, or improper use.

9.8. The Provider shall provide the Services on a best-efforts basis and shall use commercially reasonable efforts to maintain a high level of Service availability. A specific availability rate shall only be guaranteed if expressly agreed in writing. The Owner shall be notified of scheduled maintenance in advance, to the extent possible.

9.9. The Provider offers support through the support channels specified at the time. Unless separate service levels have been agreed upon, support is provided on a best-efforts basis and without any guarantee of specific response or resolution times.

9.10. If the Services are defective, the Provider shall first be entitled, at its option and within a reasonable period, to remedy the defect, provide a workaround, or provide a replacement solution of materially equivalent functionality. A workaround shall qualify as adequate cure if it enables substantially contract-conforming use of the affected Services.

9.11. The Owner must accept a modified or replaced version of the Services, provided that the functional scope is essentially preserved and this does not result in unreasonable disadvantages.

9.12. The Owner shall notify defects without undue delay in text form and provide a reasonably detailed description of the defect and the circumstances in which it occurs. Section 377 UGB remains unaffected. Warranty claims are excluded if and to the extent the Owner fails to give timely notice of an apparent defect, improperly uses the Services, fails to cooperate reasonably in defect analysis and remediation, or the defect is caused by Owner Content, Training Data, Member Content, third-party systems not approved by the Provider, or other circumstances attributable to the Owner. To the extent permitted by law, the limitation periods under Sections 933 and 933b ABGB are reduced to six months from the date on which the respective defect was duly notified by the Owner.

9.13. To the extent permitted by law, the Provider has no obligation to update the Services beyond the expressly agreed scope.

10. Third-Party Claims / Liability

10.1. The Provider shall be liable without limitation for damages caused intentionally, for damages resulting from injury to life, limb, or health, and in accordance with the Austrian Product Liability Act (Produkthaftungsgesetz).

10.2. In cases of slight negligence, the Provider shall, to the extent permitted by law, be liable only for the breach of essential contractual obligations (wesentliche Vertragspflichten), i.e. obligations whose performance is essential for the proper performance of the Agreement and on whose compliance the Owner may reasonably rely. In such cases, liability shall be limited to the foreseeable damage typical for this type of agreement. In cases of slight negligence, liability for loss of profit, indirect damages, consequential damages, pure financial loss not typical for the contract, loss of data not recoverable from proper backups, and claims of third parties is excluded.

10.3. Subject to Section 10.1 and to the extent permitted by law, the Provider’s total liability arising out of or in connection with these ToS, regardless of the legal basis, is limited per contract year to the aggregate net remuneration actually received or retained by the Provider in connection with the Services in the respective contract year, including subscription fees, usage-based charges and Platform Transaction Fees, but excluding VAT, taxes, duties, refunded or reversed amounts, payment service provider fees, chargeback fees, dispute fees, currency conversion fees, third-party costs and amounts merely processed, passed through or held on behalf of the Owner or Members.

10.4. In particular, the Provider shall not be liable for:

• (a) the accuracy, completeness, legality, quality or suitability of Training Data, Owner Content, Member Content or other content provided, configured or controlled by the Owner or Members;
• (b) decisions, actions or omissions by the Owner, Members or other third parties based on interactions with the Companion or generated content;
• (c) content generated based on inaccurate, incomplete, unlawful, inadequately licensed, misleading or otherwise defective Owner Content, Training Data, Member Content, prompts, configurations or instructions;
• (d) the specific marketing, positioning, commercialization or Member-facing use of the Companion by the Owner;
• (e) the Owner Offering, including any products, services, information, advice, subscriptions, digital content or other offerings made available by the Owner to Members;
• (f) any failure by the Owner to comply with consumer protection, e-commerce, data protection, unfair competition, professional regulation, AI law, tax or other legal obligations in relation to Members; or
• (g) any claim by a Member arising from or in connection with the Owner Offering, unless such claim is caused by the Provider’s own mandatory statutory liability.

10.5. If a third party asserts claims against the Owner alleging that the use of the Services or the Companion infringes the rights of third parties, the Owner must immediately notify the Provider in writing. The Owner shall not, without the Provider’s prior written consent, make any admissions, enter into any settlements, or take any other measures that could impair the legal defense, unless there is imminent danger. The Provider is entitled to assume the defense against such claims at its discretion; the Owner shall provide reasonable assistance.

10.6. The Provider shall not be liable to the extent that claims are based on the fact that

• (a) the Services or Companion were used inconsistently with the ToS or beyond the agreed scope of use;
• (b) the Services or Companion have been modified by the Owner or a third party, or combined with components not provided by the Provider;
• (c) the alleged infringement is based on data, Training Data, content, specifications, or materials provided by the Owner;
• (d) the Owner uses, positions, or markets the Companion in a manner that does not comply with the agreed terms of use; or
• (e) the alleged infringement, damage or non-compliance arises from the Owner Offering, Member-facing terms, Member disclosures, pricing, refunds, support, consumer relationship or other circumstances attributable to the Owner.

10.7. In such cases, the Owner shall indemnify and hold the Provider harmless from any resulting claims by third parties as well as from reasonable legal defense costs.

10.8. If a third-party claim against the Owner is valid or considered likely by the Provider, the Provider may, at its discretion:

• (a) grant the Owner the right to continue using the Services or Companion,
• (b) modify or replace the Services or Companion to eliminate the infringement while essentially preserving the functional scope, or
• (c) if the measures in (a) or (b) cannot be implemented at reasonable cost, terminate the affected portion of the ToS. Fees already paid in advance will be refunded proportionally; the Owner shall have no further claims.

10.9. The Owner acknowledges that the Companion is a tool for knowledge transfer and does not replace legal, medical, financial, therapeutic, or other regulated professional advice. The Owner may not present the Companion as a substitute for qualified professional advice.

10.10. Any liability of the Provider towards Members shall be excluded to the maximum extent permitted by law. The Owner shall not make any representation, warranty, undertaking or admission on behalf of the Provider towards Members and shall not agree to any Member-facing terms that purport to impose obligations on the Provider without the Provider’s prior express written consent.

11. Confidentiality

11.1. Each party shall treat as confidential, without time limit, all confidential information, trade secrets, and business secrets within the meaning of Section 26b of the Austrian Unfair Competition Act (Gesetz gegen den unlauteren Wettbewerb, UWG) of the other party and its affiliated companies within the meaning of Section 189a (8) UGB. Confidential information shall be used exclusively for the purpose of performing these ToS. The Services and the subject matter of the ToS shall also be deemed Confidential Information of the Provider.

11.2. Excluded from the confidentiality obligation is information that (a) is or becomes publicly known without a breach of any confidentiality obligation, (b) was or becomes lawfully known to the receiving party, (c) was independently developed without reference to Confidential Information, or (d) must be disclosed due to mandatory legal provisions or official orders. In the event of disclosure pursuant to subparagraph (d), the affected party shall, to the extent legally permissible, inform the other party in advance and take all reasonable measures to protect the Confidential Information. Furthermore, the other party shall be provided with appropriate assistance, at the former’s expense, in defending against any corresponding demands for disclosure.

11.3. Each party must ensure that its officers, employees, and any engaged third parties maintain confidentiality in accordance with Section 26b UWG. Disclosure may only occur on a "need-to-know" basis. Disclosure to third parties requires prior written consent, unless an exception under Section 11.2 applies.

12. Term and Termination

12.1. These ToS become effective upon acceptance by the Owner and activation of the applicable subscription. Unless otherwise agreed, the initial term corresponds to the billing cycle selected by the Owner (monthly or annually).

12.2. The subscription renews automatically for successive periods unless terminated in due time.

12.3. Either party may terminate the subscription with effect as of the end of the current billing period. Termination must be received before the end of the respective billing period; otherwise, the subscription automatically renews. Termination must be declared in text form. Notice by email is sufficient, unless stricter form is legally required. Termination becomes effective at the end of the current billing period in accordance with the billing cycle. No prorated refund shall be provided for the remaining period of the billing cycle.

12.4. Each party may terminate these ToS with immediate effect for good cause. Good cause exists, in particular, if:

• (a) a party breaches material obligations and fails to remedy such breach within 14 calendar days after written notice,
• (b) the Owner is in default on more than two payments,
• (c) the Owner violates usage restrictions, transparency requirements, or prohibited use guidelines, or
• (d) insolvency proceedings are initiated against a party’s assets or are dismissed due to a lack of assets sufficient to cover costs;
• (e) the Owner’s connected payment account is suspended, terminated, restricted or no longer capable of processing charges or payouts, and the issue is not remedied within a reasonable period after notice by the Provider.

12.5. Upon the termination taking effect, all granted rights of use shall expire, unless otherwise expressly agreed. The Owner’s Companion will be deactivated and will no longer be accessible to Members.

12.6. Termination shall not affect any rights or claims that have already arisen, in particular payment claims.

12.7. The Owner remains solely responsible for informing its Members about the termination of the Services and handling any resulting obligations.

12.8. The Provider may amend these ToS with effect for the future only if and to the extent such amendment is objectively justified, proportionate and necessary due to:

• (a) changes in mandatory law or binding regulatory, judicial or administrative requirements;
• (b) changes in technical, security-related or operational requirements of the Services, including changes in third-party infrastructure on which the Services materially depend; or
• (c) editorial clarifications, corrections or structural adjustments that do not materially alter the contractual balance between the Parties.

12.9. Any amendment under this Clause must not materially reduce the core contractual functionalities of the Services purchased by the Owner, materially shift the contractual balance to the Owner’s detriment, or introduce new material payment obligations not agreed in the applicable order form.

12.10. The Provider shall notify the Owner of any amendment in text form at least thirty (30) days before its proposed effective date. If the Owner objects before that date, the amendment shall not apply to that Owner. In such case, either Party may terminate the affected Services with effect from the proposed effective date of the amendment, if continuation of the contractual relationship without such amendment would be unreasonable.

13. AI compliance and Restricted Uses

13.1. In accordance with applicable regulations on artificial intelligence, in particular European AI law (AI Act) to the extent and from the date applicable, Members must be appropriately informed that they are interacting with an AI system and not with a natural person. The Provider may implement technical transparency notices at Platform level. The Owner remains responsible for ensuring that the overall Member-facing presentation, marketing, embedding, context of use and contractual documentation comply with all applicable transparency obligations. The Owner is not permitted to take any actions that are likely to conceal, suppress, contradict or misrepresent the AI nature of the Companion or the Provider’s Platform-level notices.

13.2. The Companion is not intended to replace qualified professional advice or for use in sensitive or particularly high-risk regulatory consulting fields. In particular, its use is excluded in connection with the provision of legal, tax, financial, medical, therapeutic advice or other services subject to specific professional regulations. By accepting these ToS, the Owner confirms that the Companion will not be used in any sensitive consulting field and that the Owner is not engaged in or bound by such fields.

13.3. The Owner shall not use the Platform, the Software or any Companion for prohibited or restricted purposes, including:

• (a) medical, therapeutic, or clinical advice;
• (b) personnel decisions, in particular hiring, performance evaluations, or termination;
• (c) credit assessments or decisions regarding financial eligibility;
• (d) law enforcement, judicial decision-making, public safety or similar public authority functions;
• (e) prohibited AI practices under applicable AI law;
• (f) high-risk use cases under applicable AI law, unless expressly agreed with the Provider and unless all applicable regulatory, documentation, risk management, transparency, human oversight and monitoring requirements are implemented by the Owner; or
• (g) uses that may lead to unlawful, discriminatory, misleading, manipulative, or other harmful or non-compliant outcomes.

13.4. The Owner shall remain solely responsible for assessing whether its intended use of the Services and the Companion is permissible under applicable law and for implementing any legally required disclosures, consents, human oversight, escalation mechanisms, complaint-handling processes and sector-specific compliance measures in relation to Members, unless such measures are expressly assumed by the Provider in writing.

14. Governing Law and Jurisdiction

14.1. These ToS and all resulting non-contractual obligations are governed by Austrian law, excluding conflict-of-laws provisions.

14.2. The Commercial Court of Vienna shall have exclusive jurisdiction over all disputes arising from or in connection with these ToS, including disputes regarding existence, validity, or termination.

15. Final Provisions

15.1. To the extent permitted by law, the Parties waive the right to challenge this Agreement on the grounds of error (Irrtum) or laesio enormis, except in cases of fraudulent misrepresentation, wilful misconduct, or where such waiver is not permissible under mandatory law.

15.2. Unless a stricter form is required by mandatory law or expressly set out in this Agreement, amendments, supplements, notices and declarations under this Agreement may be made in text form (including email). This also applies to any waiver of this text form requirement.

15.3. If any provision of these ToS or any subsequent amendment and/or supplement is or becomes invalid, void, or unenforceable, the validity, enforceability, or effectiveness of all remaining provisions shall remain unaffected. If a provision of these ToS is ineffective, invalid, or unenforceable, the parties shall be deemed to have agreed upon a provision that comes as close as possible to the economic result of such provision and is not ineffective, invalid, or unenforceable.

15.4. The Owner may not transfer or assign any rights or obligations under these ToS, in whole or in part, to a third party without the Provider’s prior written consent. The Provider may transfer these ToS to a third party in connection with a merger, reorganization, sale of the business, or the sale of all or substantially all of its assets.

15.5. A party’s failure to assert a right or claim under these ToS, or any delay in doing so, shall not be deemed a waiver of that or any other right or claim. A waiver is effective only if it is expressly stated in writing.

15.6. Unless expressly stated otherwise in this Agreement, all notices under this Agreement may be given in text form and shall be sent to the contact details most recently notified by the respective Party. Notices sent by email shall be deemed received on the business day of transmission, provided the sender does not receive an error message indicating failed delivery.