General Terms and Conditions (GTC) – Metryx UG

§ 1 Scope and Contractual Partners

(1) These General Terms and Conditions (hereinafter "GTC") apply to all contracts regarding the use of the software application "modelAIz" (hereinafter "Software" or "Service") concluded between Metryx UG, Emil-Andresen-Straße 53, 22529 Hamburg, Germany (hereinafter "Provider" or "we") and the users (hereinafter "Customer" or "User").

(2) The offer is aimed at Entrepreneurs (pursuant to § 14 BGB).

• Entrepreneur is a natural or legal person or a partnership with legal capacity who, when concluding a legal transaction, acts in the exercise of their commercial or independent professional activity.

(3) Where regulations in these GTC are expressly marked as "Applies only to Entrepreneurs", these do not apply to Consumers.

(4) Deviating terms and conditions of the Customer (Entrepreneur) shall not become part of the contract unless the Provider expressly agrees to their validity in writing.

§ 2 Subject Matter and Scope of Services

(1) Service Description: The Provider provides the Customer with web-based software (SaaS) via the "modelAIz" platform, which supports the Customer in the development of business models. The scope of services is determined by the service description on the website at the time of the order.

(2) Technical Nature of AI (Service Definition):

• The Software uses statistical probability models (Artificial Intelligence / LLM) to generate texts and structures.
• Clarification: The generated content is not based on verified facts or real-time market data, but on statistical patterns. The results do not constitute professional advice (neither legal, tax, nor business advice).

(3) Reliance on Third-Party Providers: The Software relies on APIs from third-party providers (e.g., OpenAI, Anthropic). The Provider does not owe the availability of these third-party services. If these services are unavailable, the Provider is released from the obligation to perform for the duration of the outage.

(4) Right of Modification: The Provider is entitled to further develop the Software and to change, expand, or restrict functions, provided this is reasonable for the Customer or required by law. Material changes to the service will be communicated to the Customer in good time.

(5) Support: The Provider provides support according to economic capabilities. There is no claim to specific response times (SLA) unless separately agreed in writing (only for Entrepreneurs).

§ 3 Conclusion of Contract and Storage of Contract Text

(1) Conclusion of Contract:

• By providing the order button "Order with obligation to pay" (or similar), the Provider makes a binding offer.
• The contract is concluded when the Customer completes the order process, activates the checkbox to accept the GTC, and clicks the button "Order with obligation to pay".

(2) Contract Text: The text of the contract is stored by the Provider. The order data and the GTC are sent to the Customer by email. The Customer can view the current GTC on the website at any time. Past versions may no longer be publicly accessible after changes; the Customer should therefore save them locally.

§ 4 Prices and Payment Conditions

(1) Prices: The prices stated at the time of the order apply.

• For Consumers, prices are gross prices (incl. statutory VAT).
• For Entrepreneurs, prices are net prices (plus statutory VAT).

(2) Due Date (Pay-per-Project): The remuneration is due immediately upon conclusion of the contract.

§ 5 Term and Data Availability (Active & Archive)

(1) Active Period: Upon purchasing a paid project, the Customer receives the right to actively use this project for a period of 12 months from the date of purchase.

(2) Archiving Period (Courtesy Policy):

• After the expiry of the 12 months, the project switches to a "Read-Only" mode.
• Note: The Provider intends to maintain this read access for a further 4 years (total 5 years). However, this is a voluntary additional service (courtesy) and not a contractual main performance obligation.
• The Provider reserves the right to discontinue the service or read access at its reasonable discretion (§ 315 BGB), particularly if the operational running of the platform is no longer economically viable or is discontinued. In this case, the Provider will inform the Customer by email with a notice period of at least 4 weeks to enable a data export.

§ 6 Rights of Use, Ownership, and Reference

(1) Rights to Output: The Customer receives a temporally and spatially unlimited, non-exclusive right of use to the content generated by the AI (texts, JSON, Canvas) for their own purposes (commercial and private).

(2) Limitation: Due to the technical nature of generative AI, it cannot be ruled out that other users may receive similar or identical results. An exclusive right to the generated content is therefore not granted.

(3) Reference Use (Only for Entrepreneurs): If the Customer is an Entrepreneur, the Provider may use their company name and logo as a reference on the website and in marketing materials. The Entrepreneur may object to this in writing at any time.

§ 7 Prohibited Use and Blocking

(1) The prohibitions defined in the "Acceptable Use Policy" apply (no illegal content, no prompt injection, no weapon plans, etc.).

(2) Measures in Case of Violations:

• In the event of suspected misuse, the Provider is entitled to temporarily block access to investigate the matter.
• Permanent Blocking: A permanent blocking of the account will only occur if the Customer violates the terms of use again despite a warning, or if a particularly serious violation exists that makes the continuation of the contractual relationship unreasonable.
• In the event of a justified, permanent blocking due to a culpable violation by the Customer, there is no claim to a refund of fees already paid.

§ 8 Warranty (Liability for Defects)

(1) For Consumers: The statutory warranty rights for digital products apply (§§ 327 et seq. BGB).

(2) For Entrepreneurs:

• Warranty claims expire within 12 months from provision.
• Strict liability (no-fault liability) for initial defects (§ 536a Para. 1, Alt. 1 BGB) is excluded.
• Content errors in AI results (e.g., incorrect market figures) do not constitute a technical defect of the Software, provided the Software is technically functional (provision of the service). The Software serves as an assistance tool; content verification is the responsibility of the Entrepreneur.

§ 9 Liability

(1) Unlimited Liability: The Provider is liable without limitation for intent, gross negligence, and for injury to life, body, or health.

(2) For Consumers (Slight Negligence): In cases of slight negligence, the Provider is only liable for the breach of a material contractual obligation (cardinal obligation). Liability is limited to the typically foreseeable damage.

(3) For Entrepreneurs (Limitation of Liability):

• Liability for slight negligence is excluded unless a material contractual obligation (cardinal obligation) has been breached.
• In the event of a breach of a cardinal obligation, liability is limited to the typically foreseeable damage, but strictly limited to the amount of the remuneration paid for the affected project.
• Liability for lost profits, missed savings, and indirect damages is excluded.

(4) Data Loss: Liability for data loss is limited to the typical recovery effort that would have occurred with proper data backup by the Customer (regular export).

§ 10 Data Protection and Data Processing

(1) The Provider's Privacy Policy applies.

(2) Data Processing (Only for Entrepreneurs): Insofar as the Customer enters personal data of third parties (e.g., their own clients or employees) into the Software as an Entrepreneur, the Provider acts as a processor.

• The Provider provides a Data Processing Agreement (DPA) in accordance with Art. 28 GDPR for this purpose.
• This is available at [INSERT LINK TO DPA] or can be requested from support. The conclusion of this DPA is the responsibility of the Customer.

§ 11 Right of Withdrawal for Consumers

Note: Entrepreneurs do not have a right of withdrawal.

§ 12 Final Provisions

(1) Applicable Law: German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. For Consumers, this choice of law only applies insofar as the protection granted by mandatory provisions of the state in which the Consumer has their habitual residence is not withdrawn.

(2) Place of Jurisdiction:

• If the Customer is a merchant, a legal entity under public law, or a special fund under public law, Hamburg is the exclusive place of jurisdiction.
• For Consumers, the statutory places of jurisdiction apply.

(3) Dispute Resolution: The EU Commission provides a platform for Online Dispute Resolution (ODR): https://ec.europa.eu/consumers/odr/. We are not obliged and not willing to participate in dispute resolution proceedings before a consumer arbitration board.

(4) Severability Clause: Should a provision of these GTC be invalid, the contract remains valid in all other respects. Instead of the invalid provision, the statutory regulations shall apply.