Terms of Service
Last updated: 02/13/2026
Provider: gotoHuman UG (haftungsbeschränkt), Lydia-Rabinowitsch-Str. 14, 10557 Berlin, Germany (“Provider”, “we”, “us”)
Contact: [email protected]
Agreement. These Terms of Service (“Terms”) govern access to and use of the Service (as defined below) by the entity you represent (“Customer”, “you”). By any of the following, you agree to be bound by these Terms: (a) creating an account, (b) clicking to accept, (c) purchasing or paying for a subscription, (d) accessing or using the Service, or (e) signing (or being bound by) any agreement that incorporates these Terms by reference.
Business-to-business only. The Service is offered only for business and professional use. You confirm that you are not acting as a consumer.
Authority. If you use the Service on behalf of an entity, you represent and warrant that you have authority to bind that entity to these Terms. If you do not have such authority, you must not use the Service.
Affiliates and subcontractors. Provider may perform its obligations through affiliates and subcontractors (including hosting and other infrastructure providers). Provider remains responsible for performance of the Service under these Terms, subject to the limitations in these Terms.
1. Introduction
1.1 What makes up the Agreement. The “Agreement” between Customer and Provider consists of: (a) these Terms; (b) any applicable Order Form(s); and (c) any separate, mutually signed written agreement that expressly governs the Service (if any).
1.2 Order Forms (including self-serve checkout). An “Order Form” means (a) the checkout flow, order confirmation, or plan selection that identifies the subscription plan, fees, billing cycle, included limits, and any usage-based pricing, or (b) a mutually executed written order form or statement of work that references these Terms.
1.3 Precedence. If there is a conflict, the following order controls (highest to lowest):
- a separate, mutually signed written agreement that expressly governs the Service (if any),
- the applicable Order Form, and
- these Terms.
1.4 Customer terms excluded. Any terms and conditions provided by Customer (including purchase order terms) are excluded and will not apply, even if referenced by Customer, unless Provider expressly agrees in writing.
1.5 Privacy Policy. Our Privacy Policy describes how we collect and use personal data when we act as a controller (for example, website visitors, billing contacts, and account administrators).
1.6 Data Processing Addendum. If the parties execute a separate data processing addendum (“DPA”), the DPA will apply to the extent Provider processes personal data on Customer’s behalf as a processor under applicable data protection law. The DPA is not part of the Agreement unless and until it is executed by the parties.
2. Definitions
For purposes of the Agreement:
2.1 “Service” means Provider’s hosted software-as-a-service offering, including the web application, APIs, and related functionality provided by Provider, as further described in the Documentation.
2.2 “Documentation” means Provider’s then-current user, technical, and API documentation made available by Provider (e.g., via the Service’s or Provider’s website) describing features, requirements, and permitted use.
2.3 “Authorized User” means any natural person authorized to access or use the Service in connection with Customer’s account, including Customer’s employees and contractors, and any other person invited, provisioned, or otherwise granted access by Customer or its Authorized Users, including via a token-based link or similar access mechanism to access any portion of the Service.
2.4 “Seats” means the number of Authorized Users permitted under Customer’s subscription plan or Order Form. Unless otherwise stated in an Order Form, each Authorized User counts toward the Seat total, including any person granted limited or task-specific access (including via a token-based link or similar access mechanism).
2.5 “Customer Data” means all data, content, files, text, prompts, inputs, outputs, annotations, feedback, and other materials that Customer (or Authorized Users on Customer’s behalf) submits to or through the Service, including via API and through the web application, and including any content transmitted by the Service to Customer-designated systems via webhook.
2.6 “Customer Personal Data” means any Customer Data that constitutes personal data under applicable data protection law.
2.7 “Restricted Data” means: (a) special categories of personal data under Article 9 GDPR (or equivalent categories under other applicable law), (b) personal data relating to criminal convictions and offences under Article 10 GDPR (or equivalent), (c) protected health information or other health data regulated under health privacy laws (e.g., HIPAA), and (d) any other sensitive or highly regulated data types that Provider expressly designates as restricted in the Documentation or Service’s interface from time to time.
2.8 “Fees” means the amounts payable by Customer for the Service as specified in an Order Form, including subscription fees, seat-based fees, and usage-based fees.
2.9 “Billing Cycle” means the recurring billing interval (e.g., monthly or annually) specified in the Order Form.
2.10 “Review” or “Review Request” means a request submitted by or on behalf of Customer to the Service (including via API or other supported interfaces) to create, send, record, or process a review-related item or event that is made available within the Service (including for inspection, analytics, notification, or reporting), regardless of whether it is intended for human review or results in human review. Review Requests may include other interactions (such as chat messages or similar interactions) where specified in the Order Form or Documentation.
2.11 “Data Volume” means the total volume of data transmitted to the Service in connection with usage (such as file uploads or Review Requests), as measured by Provider for purposes of fair-use limits and overage billing where applicable. Data Volume measurement and any associated allowances, limits, or overage charges are specified in the Order Form or Documentation.
3. The Service
3.1 Service description. Provider operates a software-as-a-service (SaaS) solution that enables businesses to connect, manage, and facilitate communication with their own applications, agents, assistants, and workflows (including through chat and other interaction methods), and to view and work with responses and related artifacts within the solution (the “Service”).
3.2 Documentation governs. Customer will use the Service in accordance with the Documentation (including any technical requirements, usage rules, and implementation guidance). Provider may update the Documentation from time to time, and the updated Documentation will apply prospectively.
3.3 Support. Provider may offer support and service resources as described in the Documentation, within the Service, or on Provider’s website for the applicable plan (if any). Unless expressly stated in an Order Form or other written agreement, Provider does not promise any specific support response times, availability commitments, or service levels.
3.4 Changes to the Service. Provider may update, modify, or enhance the Service from time to time. Changes (including notice and Customer remedies for Materially Adverse Changes) are governed by Section 14.
3.5 Suspension. Provider may suspend or limit Customer’s or any Authorized User’s access to the Service (in whole or in part) if Provider reasonably believes: (a) Customer or an Authorized User violates the Agreement (including the Acceptable Use / prohibited-use provisions), (b) Customer’s use poses a security risk to the Service, Provider, Customer, or third parties, (c) Customer’s payment is overdue for undisputed Fees, (d) suspension is required by law or at the request of a government authority, or (e) Customer’s use threatens the availability, confidentiality, or integrity of the Service (including via excessive load or misuse). Provider will use reasonable efforts to provide notice of a suspension and to restore access promptly after the issue is resolved, unless Provider determines that notice would (i) compromise security, (ii) violate law, or (iii) risk harm to Provider, the Service, or third parties.
4. Fees, Billing, Taxes
4.1 Fees and Order Form. Customer will pay the Fees specified in the applicable Order Form. For self-serve subscriptions, the plan selection and confirmation in the in-product checkout/upgrade flow constitutes an Order Form and no signature is required. If fees or payment terms differ in an Order Form or separate written agreement, the order of precedence in Section 1 applies.
4.2 Billing Cycle; renewal. Subscriptions are billed per Billing Cycle as stated in the Order Form and auto-renew unless Customer cancels renewal using the then-current mechanism in the Service or by contacting support. Agreement termination (account closure) is governed by Section 12.
4.3 Payment method; authorization. Customer must provide a valid payment method (e.g., credit card) and accurate billing information. By providing a payment method, Customer authorizes Provider (and its payment processor) to charge Customer’s payment method for all Fees, taxes, and other amounts due under the Agreement, including recurring charges and any usage-based charges incurred.
4.4 Invoicing fallback; late payment; suspension. If an automatic charge fails, Provider may issue an electronic invoice and Customer will pay the invoiced amount within 14 days of invoice date (unless otherwise stated on the invoice). Amounts not paid when due may accrue interest at the lower of (a) the statutory rate or (b) 1% per month, and Customer will reimburse reasonable costs of collection where permitted by law. Provider may suspend access to the Service for non-payment in accordance with the Agreement, after providing notice where practicable.
4.5 Taxes. Fees are exclusive of all taxes, duties, levies, and similar governmental assessments, including VAT/GST and sales/use taxes (other than taxes on Provider’s net income). Customer is responsible for paying all such taxes. If Customer is exempt from certain taxes, it must provide Provider with valid documentation (e.g., a VAT ID) and cooperate with reasonable requests to substantiate exemption or reverse-charge treatment.
4.6 Time of Billing. At the beginning of each Billing Cycle, Provider will charge (a) the monthly base fee; and (b) Seat fees for the then-current number of billable Seats.
Usage-based fees are billed at the end of each Billing Cycle and/or earlier in shorter intervals at Provider’s choice.
4.7 Usage-based and seat-based charges. If the Order Form includes usage-based pricing, seat-based pricing, or both:
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Usage measurement. Usage is measured as described in the Documentation and/or pricing/checkout materials. Provider may bill usage-based charges in arrears (at the end of the Billing Cycle or in shorter intervals) and/or charge them as incurred, as stated in the Order Form.
Where Customer operates multiple workspaces, usage may be calculated in bundles per workspace and then summed across workspaces for consolidated billing. -
Overages. If Customer exceeds plan limits, Provider may charge overage fees at the then-current rates presented in the Service, Documentation, or Order Form.
Monthly fair-use limit for Data Volume is 10GB per seat or, if usage-based pricing is agreed, per 1,000 Review Requests. -
Seat changes. If Customer adds Seats/Authorized Users mid-cycle, Provider may charge the incremental seat fees immediately and/or pro-rate them for the remainder of the Billing Cycle (as described in the Order Form or checkout flow).
For certain plan types (such as Agency plans), the number of billable Seats may be automatically adjusted based on the number of users in Customer's workspaces (rather than being pre-purchased by Customer), and Customer authorizes Provider to charge for such automatically added Seats.
Seats/Authorized Users count and counting rules are as defined in Section 2.
4.8 Upgrades, downgrades, and add-ons. Customer may upgrade, downgrade, or add features/add-ons if such options are supported by the Service. Changes may take effect immediately or at the start of the next Billing Cycle, as described in the Service at the time of change. Provider may apply pro-rated charges or credits for changes, and may set minimum terms for certain add-ons, as disclosed at purchase. Upon the effective date, Customer’s access to features, usage limits, and retention periods will be those of the new plan.
4.9 Fee changes.
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Public pricing changes. Provider may change its publicly listed Fees and pricing for plans from time to time. Such changes apply only to new purchases and renewals after the effective date of the change.
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Existing subscriptions. Provider may change Fees for an existing paid subscription effective at renewal of the then-current Billing Cycle by giving at least thirty (30) days’ prior notice (e.g., via email or in-product notification).
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Mid-cycle changes. During an ongoing Billing Cycle, Provider will not increase the Fees for that Billing Cycle except for (i) add-ons or upgrades Customer elects, (ii) usage-based overages incurred by Customer, or (iii) changes in applicable taxes.
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Legally required changes. If a change is required by law or regulation and materially impacts the Fees mid-cycle, Customer may cancel the affected subscription within thirty (30) days after notice, and Provider will refund any prepaid Fees for the unused portion of the Billing Cycle, to the extent permitted by law.
4.10 Free Offers (free tier and trials). Provider may offer free access options (“Free Offers”), such as a free subscription tier and/or time-limited free trials of paid features, as described in the Service’s or on Provider’s website.
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Free tier. If Provider offers a free tier, it is provided without charge and does not automatically convert to a paid subscription. Customer will incur Fees only if it affirmatively upgrades to a paid plan.
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Free trials. If Provider offers a free trial, Provider may require a payment method to start the trial. Unless Customer cancels before the trial ends, the subscription may automatically convert to a paid subscription and Fees will begin at the end of the free trial period, as disclosed at sign-up.
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Changes and discontinuation. Provider may modify or discontinue any Free Offer at any time.
Changes to Free Offers do not constitute a Materially Adverse Change, and any notice/termination/refund rights for Materially Adverse Changes apply only to paid subscriptions. -
Disclaimer for Free Offers. Free Offers are provided “AS IS” and, to the maximum extent permitted by law, without warranty, support, service credits, or indemnity obligations.
4.11 Refunds. Except as required by applicable law or expressly stated in an Order Form, Fees are non-refundable and Customer is not entitled to credits or refunds for partial Billing Cycles, unused usage allowances, or unused Seats.
5. Customer Responsibilities
5.1 Account administration; responsibility for users. Customer is responsible for all access to and use of the Service under its account, including by its Authorized Users. Customer will (a) ensure that only Authorized Users access the Service, (b) manage invitations and permissions appropriately, and (c) remain responsible for its Authorized Users’ compliance with the Agreement.
5.2 Accurate information. Customer will provide accurate and complete account, billing, and contact information and keep it up to date.
5.3 Customer systems and connectivity. Customer is responsible for obtaining, maintaining, and securing all systems, devices, software, network connectivity, and configurations needed to access the Service, including any systems Customer connects to the Service (e.g., via API and webhooks). Customer is responsible for the security and operation of its own systems and endpoints.
5.4 Customer Data responsibilities. Customer’s responsibilities relating to Customer Data are set out in Section 7.3.
5.5 Credentials and access security. Customer will protect and keep confidential all credentials, tokens, API keys, and similar access mechanisms for the Service, and will ensure they are used only within the scope permitted by the Agreement. Customer will promptly notify Provider if it becomes aware of unauthorized access to, or use of, Customer’s account, credentials, or the Service.
5.6 Configuration responsibility (including webhooks). Where the Service sends Customer Data to Customer-designated systems (e.g., via webhooks), Customer is responsible for (a) configuring destinations correctly, (b) securing those destinations and access credentials, and (c) ensuring it has the necessary rights, permissions, consents, and lawful bases for such transmission, as set out in Section 7.3. Customer acknowledges that Provider is not responsible for the security or operation of Customer-designated endpoints or the handling of Customer Data after delivery to those endpoints.
5.7 Cooperation and misuse reporting. Customer will reasonably cooperate with Provider to (a) diagnose issues with the Service, and (b) investigate suspected misuse. Customer will promptly inform Provider if it becomes aware of misuse of the Service under its account.
6. Acceptable Use
6.1 General rule; legal compliance. Customer may use the Service only for lawful business purposes and in accordance with the Agreement and the Documentation. Customer is responsible for ensuring its and its Authorized Users’ use of the Service complies with applicable laws and regulations (including, where applicable, privacy, consumer protection, anti-spam, and export control/sanctions laws).
6.2 No circumvention; usage limits; account integrity. Customer must not circumvent (or attempt to circumvent) any technical limitations, usage limits, seat limits, quotas, or access restrictions (including by creating multiple accounts or using other workarounds). Customer must not share, transfer, or allow unauthorized use of account credentials, and will ensure only Authorized Users access and use the Service.
6.3 Prohibited technical activities. Customer will not, and will not permit any Authorized User or third party to:
(a) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying ideas, or algorithms of the Service, except to the extent such restriction is prohibited by applicable law;
(b) bypass or attempt to bypass any security or access controls, rate limits, or feature gating;
(c) access or use the Service to build, offer, or support a competing product or service, or resell, sublicense, or provide the Service on a service bureau/outsourcing basis, except if expressly permitted in an Order Form or signed agreement;
(d) conduct security, penetration, or vulnerability testing of the Service without Provider’s prior written authorization;
(e) scrape, crawl, harvest, or extract data or content from the Service using automated means, except as expressly permitted via Provider-provided APIs in accordance with the Documentation;
(f) use bots, scripts, or automated means to distort usage, create accounts, simulate activity, send bulk requests/messages, or otherwise abuse the Service;
(g) modify, adapt, translate, or create derivative works based on the Service (or any portion thereof), except to the extent expressly permitted by the Agreement or Documentation.
6.4 Prohibited content and conduct. Customer will not submit, upload, transmit, store, or make available Customer Data that:
(a) is unlawful, infringing, defamatory, threatening, abusive, harassing, hateful, discriminatory, vulgar, obscene, pornographic, or otherwise violates third-party rights (including intellectual property, privacy, and publicity rights);
(b) contains malware, viruses, or other harmful code;
(c) is deceptive or intended to facilitate fraud, phishing, impersonation, or other wrongdoing (including misrepresenting identity or affiliation);
(d) constitutes Restricted Data submitted in violation of Section 7.4;
(e) constitutes unsolicited or unauthorized advertising, promotional materials, spam, chain letters, pyramid schemes, or other improper solicitation; or
(f) manipulates identifiers, headers, routing information, attribution, logs, or other technical data in order to disguise the origin of content, activity, or messages transmitted through the Service.
6.5 Security and service integrity. Customer will not:
(a) interfere with or disrupt the Service (or any networks or systems connected to the Service);
(b) attempt to gain unauthorized access to the Service or related systems;
(c) attack the Service via denial-of-service (DoS) or distributed denial-of-service (DDoS) techniques; or
(d) use the Service in a manner that could disable, overburden, damage, or materially impair the Service or other customers’ use of the Service.
6.6 High-risk uses. Customer must not use the Service for safety-critical or high-risk activities where failure or malfunction could reasonably be expected to lead to death, personal injury, or significant physical or property damage.
6.7 Enforcement and reporting. Violations of this Section 6 may result in suspension or termination of access (as described elsewhere in the Agreement) and/or other remedies available to Provider. If Customer becomes aware of a violation of this Section 6, Customer will report it without undue delay.
7. Customer Data
7.1 Ownership
As between the parties, Customer retains all rights, title, and interest in and to Customer Data. Except for the limited rights expressly granted in this Agreement, Provider acquires no rights in Customer Data.
7.2 License to Provide the Service
Customer grants Provider a worldwide, non-exclusive, limited-term license to host, process, transmit, reproduce, and otherwise use Customer Data solely as necessary to provide, maintain, secure, and support the Service in accordance with the Agreement and Customer’s configuration and instructions (including via API and webhooks).
7.3 Customer Responsibilities for Customer Data
Customer is responsible for (a) the accuracy, quality, and legality of Customer Data, (b) obtaining and maintaining all rights, permissions, consents, and (where applicable) lawful bases and notices required to provide Customer Data to Provider and to permit Provider to process it under the Agreement, and (c) Customer’s configuration and use of the Service (including what Customer chooses to send via API and where Customer directs webhooks), and ensuring that such configuration and use complies with applicable law, third-party rights, and Customer’s own policies and commitments to end users.
7.4 Restricted Data
Unless Provider expressly agrees in writing (e.g., in an Order Form or signed agreement), Customer will not submit Restricted Data to the Service. If Provider becomes aware that Restricted Data has been submitted, Provider may remove it, restrict processing, or suspend the Service to the extent reasonably necessary to protect the Service, Customer, other customers, or comply with law.
7.5 No Sale; No Training
Provider will not sell Customer Data to third parties. Provider will not use Customer Data to train machine learning or AI models.
If Provider offers an optional feature in the future that involves training or model improvement using Customer Data, that use will require Customer’s explicit opt-in (e.g., in-product or in writing) and will be governed by separate, additional terms describing scope, controls, and any exclusions.
7.6 Service Data
Provider may generate and use technical and usage data generated by or derived from operation of the Service (e.g., telemetry, logs, performance metrics, diagnostics, and usage analytics) to operate, maintain, secure, support, and improve the Service. Such data may include identifiers (e.g., account and user IDs, device and session identifiers, and IP addresses). To the extent any of this data constitutes personal data, Provider will process it as described in the Privacy Policy and, where applicable, under any executed DPA.
7.7 Access and Disclosure
Provider will not make Customer Data available to other customers except as directed by Customer through the normal operation of the Service (for example, if Customer configures collaboration or shares outputs).
Provider may disclose Customer Data to its affiliates and subprocessors solely to provide the Service, provided they are bound by confidentiality obligations.
7.8 Data Protection Addendum
If the parties execute a DPA, the DPA will apply to Provider’s processing of Customer Personal Data on Customer’s behalf and will control over this Section 7 to the extent of any conflict for that processing. Otherwise, this Agreement does not grant Customer any DPA-specific rights beyond what is expressly stated in the Agreement.
8. Intellectual Property
8.1 Provider Property. The Service (excluding Customer Data) and its features and functionality, the Documentation, and all improvements, enhancements, modifications, and derivative works thereof (collectively, “Provider Property”) are and will remain the exclusive property of Provider and its licensors. Provider Property is protected by copyright, trademark, and other intellectual property laws.
8.2 License to use the Service. Subject to Customer’s compliance with this Agreement and payment of applicable Fees, Provider grants Customer a limited, revocable, non-exclusive, non-transferable right during the subscription Term to access and use the Service and Documentation solely for Customer’s internal business purposes and only in accordance with this Agreement and the applicable Order Form.
8.3 No implied rights. Except as expressly stated in this Agreement, no license or other rights are granted by Provider to Customer (whether by implication, estoppel, or otherwise), and all rights not expressly granted are reserved.
8.4 Trademarks. Provider’s name, logos, and trademarks are Provider Property. Customer may not use Provider’s trademarks or trade dress in connection with any product or service without Provider’s prior written consent, and no license to Provider’s trademarks is granted by this Agreement.
8.5 Customer Marks; Publicity. Customer grants Provider a limited, non-exclusive, worldwide, royalty-free, revocable license to use Customer’s name, logos, and trademarks (“Customer Marks”) solely to identify Customer as a customer of the Service on Provider’s website and in Provider’s promotional and marketing materials. Customer may revoke this permission at any time by contacting Provider in writing, and Provider will promptly cease using the Customer Marks in future materials and, where commercially reasonable, remove the Customer Marks from Provider-controlled channels.
9. Warranties
9.1 Limited warranty. During an active paid subscription term, Provider warrants that the Service will conform in all material respects to the Documentation. A material failure to conform is a “Defect.”
9.2 Reporting. Customer must notify Provider of any Defect without undue delay after becoming aware of it and provide reasonable information and cooperation to help Provider verify and address the Defect.
9.3 Remedies. Provider will use commercially reasonable efforts to remedy a Defect by (a) correcting the Defect, (b) providing a workaround, or (c) replacing the affected functionality, in Provider’s discretion. If Provider does not remedy the Defect within a reasonable time, Customer may terminate the affected subscription for cause and receive a refund of prepaid Fees for the unused remainder of the then-current Billing Cycle. This Section 9.3 states Customer’s sole and exclusive remedies for breach of the warranty in Section 9.1.
9.4 Exclusions. The warranty in Section 9.1 does not apply to issues caused by: (a) Customer Data; (b) Customer’s or Authorized Users’ misuse of the Service or use outside the Agreement or Documentation; (c) Customer’s systems, networks, configurations, or internet access; or (d) third-party services or integrations (including Customer-designated webhook destinations).
9.5 Disclaimer. Except as expressly stated in this Section 9, the Service and Documentation are provided “as is” and Provider disclaims all other warranties to the maximum extent permitted by applicable law, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
9.6 Mandatory rights. Nothing in the Agreement excludes or limits rights or warranties that cannot be excluded or limited under applicable law.
10. Indemnities
10.1 Customer Indemnity
Customer will indemnify and hold harmless Provider, its affiliates, and their respective directors, officers, employees, and agents from and against any third-party claims, demands, suits, proceedings, and investigations, and all related losses, liabilities, damages, judgments, penalties, and reasonable costs and expenses (including reasonable attorneys’ fees) (together, “Losses”) arising out of or relating to:
(a) Customer Data, including any allegation that Customer Data, or Customer’s collection, use, transmission, or disclosure of Customer Data, violates applicable law or third-party rights;
(b) Customer’s or any Authorized User’s use of the Service (including via API, webhooks, or integrations), or Customer’s products/services or systems connected to the Service; or
(c) Customer’s or any Authorized User’s breach of this Agreement, applicable law, or third-party terms applicable to Customer.
This Section 10.1 does not apply to the extent a claim is caused solely by Provider’s willful misconduct or gross negligence.
10.2 IP Claims About the Service
If a third party alleges that the Service infringes or misappropriates its intellectual property rights, Provider may, at its option: (a) modify or replace the Service to resolve the allegation, (b) obtain a right for Customer to continue using the Service, or (c) terminate the affected subscription and refund prepaid fees for the unused portion of the then-current paid subscription term. Provider has no obligation under this Section 10.2 to the extent the allegation arises from Customer Data, combinations with items not provided by Provider, modifications not made by Provider, or use not in accordance with this Agreement or Documentation. This Section 10.2 is Customer’s sole and exclusive remedy for such allegations.
10.3 Procedure
The indemnified party must notify the indemnifying party without undue delay after becoming aware of a claim and provide reasonable cooperation (at the indemnifying party’s expense). The indemnifying party may control the defense and settlement, except that it may not settle a claim in a way that imposes non-monetary obligations or admissions of fault on the indemnified party without consent (not to be unreasonably withheld).
11. Limitation of Liability
11.1 Exclusion of Indirect Damages
To the maximum extent permitted by applicable law, neither party will be liable to the other for any lost revenues, lost profits, loss of business, loss of goodwill, or any indirect, consequential, incidental, special, exemplary, or punitive damages, arising out of or relating to this Agreement or the Service, regardless of the theory of liability.
11.2 Liability Cap
To the maximum extent permitted by applicable law, except for (a) Customer’s payment obligations and (b) Customer’s obligations under Section 10.1 (Customer Indemnity), each party’s total aggregate liability arising out of or relating to this Agreement will not exceed the fees actually paid by Customer to Provider for the Service in the twelve (12) months preceding the first event giving rise to the claim.
11.3 Cardinal Obligations
In cases of simple negligence, Provider is liable only for breach of a contractual obligation the fulfillment of which is essential to the proper performance of this Agreement and on which Customer may regularly rely (“cardinal obligation”), and then only for foreseeable, typical damages. In all other cases of simple negligence, liability is excluded to the extent permitted by law.
11.4 Non-Excludable Liability
Nothing in this Agreement limits or excludes liability for intent, fraud, or gross negligence, or for death, personal injury, or health damage, or for any other liability that cannot be limited under applicable law.
11.5 Force Majeure
Except for payment obligations, neither party will be liable for failure or delay caused by events beyond its reasonable control.
12. Term, Renewal, and Termination
12.1 Auto-renewal. Unless the Agreement is terminated in accordance with this Section 12 or otherwise agreed in an Order Form, any paid subscription will automatically renew at the end of each Billing Cycle for a further Billing Cycle.
12.2 Termination by Customer (without cause). Customer may terminate the Agreement at any time with effect at the end of the then-current Billing Cycle by closing its account in the Service (if available) or by giving written notice (including email) to Provider.
12.3 Termination by Provider (without cause). Provider may terminate the Agreement without cause by giving at least thirty (30) days’ prior notice, with effect on the termination date stated in the notice. Provider will refund prepaid Fees for the unused portion after the effective termination date (including any unused portion of the then-current Billing Cycle), to the extent permitted by law.
12.4 Termination for cause. Either party may terminate the Agreement immediately for a material breach that cannot be cured, or upon 30 days’ prior written notice if the breach is curable and not cured within that period. If Customer terminates the Agreement due to Provider’s uncured material breach, Provider will refund any prepaid Fees covering the unused portion of the then-current Billing Cycle after the effective termination date.
12.5 Effects of termination. On the effective termination date:
(a) Customer’s right to access and use the Service ends, and Customer must stop using the Service; and
(b) any Fees accrued up to the effective termination date remain payable.
12.6 Customer Data after termination (account closure and deletion). Within 30 days after termination, Provider will close Customer’s account and delete or destroy Customer Data, except to the limited extent retention is required by law, necessary for the establishment, exercise, or defense of legal claims, or persists solely in backups (which will be deleted in the ordinary course). If a DPA applies between the parties, the DPA governs deletion/return of Customer Personal Data.
12.7 Survival. Provisions which by their nature should survive termination will survive, including confidentiality, intellectual property, disclaimers, limitation of liability, indemnities, and accrued payment obligations.
13. Confidentiality
13.1 Confidential Information. Each party (“Disclosing Party”) may disclose certain non-public information to the other party (“Receiving Party”) in connection with the Agreement. “Confidential Information” means any non-public information disclosed in any form (e.g., oral, written, electronic) that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including (without limitation) trade secrets, product plans, security information, business and marketing plans, pricing (other than publicly listed pricing), financial information, and technical information. Customer Data is Confidential Information of Customer.
13.2 Protection and use restrictions. The Receiving Party will:
(a) use the Disclosing Party’s Confidential Information only to perform its obligations or exercise its rights under the Agreement;
(b) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, and in no event less than a reasonable standard of care; and
(c) not disclose the Confidential Information to any third party except as expressly permitted under this Section 13.
13.3 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate:
(a) is or becomes publicly available through no breach of the Agreement;
(b) was rightfully known by the Receiving Party without confidentiality restriction before receipt from the Disclosing Party;
(c) is rightfully received by the Receiving Party from a third party without breach of any duty of confidentiality; or
(d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
13.4 Compelled disclosure. The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or a valid legal process (e.g., subpoena or court order). Where legally permitted, the Receiving Party will (a) give the Disclosing Party prompt written notice of the required disclosure, and (b) reasonably cooperate (at the Disclosing Party’s expense) to limit the disclosure to the minimum scope required.
13.5 Permitted disclosures. The Receiving Party may disclose Confidential Information only to the extent reasonably necessary for purposes of the Agreement and only to:
(a) its employees, directors, officers, and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Section 13;
(b) its affiliates, under equivalent confidentiality protections; and
(c) its professional advisors and service providers (including subcontractors and hosting/infrastructure providers) who are subject to legal, professional, or contractual duties of confidentiality at least as protective as those in this Section 13.
The Receiving Party remains responsible for any breach of this Section 13 caused by its permitted recipients.
13.6 Return or destruction. Upon the Disclosing Party’s written request, the Receiving Party will promptly return or destroy the Disclosing Party’s Confidential Information, including copies, except that the Receiving Party may retain:
(a) copies required to be retained by law or binding regulatory requirements; and
(b) copies stored in routine electronic backups or archival systems created in the ordinary course of business, provided that such retained information remains subject to this Section 13 and is not accessed except as required for legal, compliance, or dispute purposes.
If Confidential Information is required to continue performing the Agreement, the Disclosing Party may not require return or destruction of that information prior to termination or expiration of the Agreement.
13.7 Survival. The confidentiality obligations in this Section 13 survive termination or expiration of the Agreement for so long as the Confidential Information remains confidential, and for trade secrets, for so long as such information remains a trade secret under applicable law.
14. Changes to the Service and these Terms
14.1 Non-material changes. Provider may update, modify, or enhance the Service, the Documentation, and/or these Terms from time to time. Changes that do not constitute a Materially Adverse Change may take effect immediately and may include, for example, bug fixes, security updates, performance improvements, new features, clarifications, formatting changes, and changes that do not materially reduce Customer’s entitlements or materially increase Customer’s obligations or risk under the Agreement.
14.2 Materially Adverse Changes (paid subscriptions only). If Provider makes a Materially Adverse Change affecting a Customer on a paid subscription, Provider will provide Customer at least thirty (30) days’ prior notice (e.g., by email and/or in-product notice). Customer may object to the change by giving notice (including email) before the change takes effect. If Customer does not object within that period, the change is deemed accepted with effect for the future. If Customer objects, Provider may terminate the affected subscription upon two (2) weeks’ prior notice. Provider will notify Customer in the change notice of the effect of not objecting and of Provider’s right to terminate in the event of objection. If Provider terminates under this Section, Provider will refund any prepaid Fees for the unused portion of the subscription term after the effective termination date.
For purposes of this Agreement:
(a) Included Features means the features, functionality, and limits included in Customer’s subscribed plan as set out in the applicable Order Form (including self-serve checkout confirmation or plan selection) in effect for the then-current Billing Cycle.
(b) A Materially Adverse Change means a change that would reasonably be expected to have a material negative effect on Customer’s use of the Service or the value of the paid subscription, including any of the following: (i) removing an Included Feature or materially degrading it; (ii) materially reducing included limits/entitlements (e.g., retention periods, included usage, seat entitlements) for the then-current subscription; or (iii) amending these Terms in a way that materially reduces Customer’s rights or materially increases Customer’s obligations, liability exposure, or compliance burden in connection with its use of the Service (excluding changes that are neutral or beneficial, or that are required as described in Section 14.3).
14.3 Exceptions (security, legal, abuse). Notwithstanding the foregoing, Provider may implement changes without prior notice (or with shorter notice) if reasonably necessary to (a) address security, privacy, or abuse risks, (b) comply with applicable law or governmental requests, or (c) avoid material harm to Provider, the Service, Customer, or third parties. In such cases, Provider will provide notice as soon as practicable.
14.4 Changes to Fees. Changes to Fees are governed by Section 4.9 (Fee changes). Provider may also change plan packaging and the availability of plans or features from time to time. To the extent a plan packaging change results in a Materially Adverse Change to Customer’s Included Features for an existing paid subscription, Customer’s rights under Section 14.2 apply.
15. Miscellaneous / Final Provisions
15.1 No Third-Party Beneficiaries. The Agreement is for the sole benefit of Provider and Customer and their permitted successors and assigns. No other person or entity has any rights under the Agreement.
15.2 Assignment. Customer may not assign or transfer the Agreement, in whole or in part, without Provider’s prior written consent (not to be unreasonably withheld). Provider may assign or transfer the Agreement, in whole or in part (including to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all assets). Provider will provide notice of any such assignment to Customer.
15.3 Notices.
(a) To Customer. Provider may provide notices to Customer by email to the account email address, via the Service (including in-product notifications), or by other reasonable means.
(b) To Provider. Customer must send notices to Provider by email and, if required by Provider for a specific notice, also to its postal address.
(c) Deemed receipt. Email notices are deemed received when not bounced. In-product notices are deemed received when made available in the Service.
(d) Customer duty to keep contact details current. Customer is responsible for keeping its notice contact information current.
15.4 Compliance With Laws; Export and Sanctions. Customer will comply with all laws applicable to its use of the Service, including applicable export control and sanctions laws. Customer represents that it is not named on any restricted party list and will not permit access to or use of the Service in violation of applicable sanctions or export laws.
15.5 Severability. If any provision of the Agreement is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be enforced to the maximum extent permitted to best reflect the parties’ intent.
15.6 Waiver. A waiver of any provision is effective only if in writing and signed by the waiving party. Failure or delay to enforce any right or provision will not constitute a waiver of that right or provision.
15.7 Interpretation. Headings are for convenience only and do not affect interpretation. The words “including” and “such as” mean “including without limitation.”
15.8 Governing Law. The Agreement is governed by the laws of the Federal Republic of Germany, excluding conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
15.9 Jurisdiction / Venue. The exclusive place of jurisdiction for all disputes arising out of or in connection with the Agreement is Berlin, Germany, and the parties consent to such venue. Provider may also bring claims against Customer at Customer’s general place of jurisdiction where mandatory law permits.
15.10 Survival. Provisions that by their nature should survive termination or expiration will survive, including (as applicable) confidentiality, intellectual property, disclaimers, limitation of liability, indemnities, governing law, and dispute resolution.