TermsofService

1.1 These Terms apply from when you sign up for an Account, until the date on which your Account is terminated in accordance with these Terms. We grant you a right to use our Services for this period of time only.

1.2 You accept these Terms by the earlier of:

• a. confirming that you accept these Terms via the platforms or applications through which these Terms are provided to you, including via email, our website, or our Platform;

• b. part or full payment of the Subscription Fees relating to your Account; or

• c. in the case these Terms are incorporated by reference or attachment into another set of terms, the acceptance of those terms.

1.3 Variations: We may amend these Terms at any time, by providing written notice to you. By continuing to use our Platform 30 days after notification, you agree to the amended Terms. If you do not agree to the amendment, you may close your Account and cancel your Subscription with effect from the date of the change in these Terms by providing written notice to us within 30 days. Any amendment is subject to mandatory statutory protections for consumers, and we will draw your attention separately to the change and to your right to object where the law requires us to do so. If you cancel your Subscription:

• a. you will no longer be able to access our Services (including our Platform) on and from the date of cancellation; and

• b. if you have paid Subscription Fees upfront, you will be issued a pro-rata refund based on the portion of the Subscription Period remaining.

2.1 Nature of AI Services and Outputs: You acknowledge that the Services include access to artificial intelligence (AI) enhanced software, and that Outputs generated by AI Services:

• a. may be inaccurate, incomplete, misleading, biased or inappropriate; and

• b. do not constitute professional advice, creative final work, or factual representations.

2.2 No reliance: You acknowledge and agree that you are solely responsible for evaluating the accuracy, suitability, and legality of any Outputs. You must not rely on Outputs without independent review.

2.3 You agree that you (and your Authorised Users) will implement:

• a. meaningful manual checks and oversight of any results produced by AI models before placing reliance on those outputs;

• b. processes to ensure you undertake your own due diligence of the outputs and you acknowledge and agree that the outputs are intended to provide you with a starting point from which you must provide your own creative input to create a finished product; and

• c. adequate technical limits on the use of results produced by AI models, to mitigate the potential consequences of unpredictable, inaccurate or inconsistent outcomes.

2.4 Due to the evolving and developing nature of the law around AI created works, we provide no warranties and do not guarantee or represent that:

• a. you will be able to register a trade mark or claim copyright ownership of any Output in any jurisdiction; or

• b. Outputs are suitable for commercial use without clearance; or

• c. any Output will not infringe on any third party intellectual property rights.

2.5 Outputs are provided for informational and assistive purposes only and do not constitute professional, legal, or creative advice.

2.6 We make no warranties regarding the accuracy, reliability or suitability of such Outputs. This clause 2.6 does not affect your mandatory statutory warranty rights (Gewährleistung) or our liability under clause 13.

3.1 Subject to your compliance with these Terms, we will provide you with access to the Services.

3.2 Unless we agree otherwise, any support services we provide cannot be used to support any other products or services, and do not include training, installation of software or hardware, software development or the modification, deletion or recovery of data or any on-site services.

3.3 Where we require access to your premises or computer systems in order to provide our Services, you agree to provide us with such access free from risk to the safety of our employees and contractors.

3.4 Our Services do not constitute, and are not a substitute for, financial, legal or risk management advice.

3.5 We will not be responsible for any other services unless expressly set out in these Terms or on our Platform.

3.6 Additional Services: If you require additional services, we may, in our sole discretion, provide such additional services (to be scoped and priced in a separate contract provided by us).

3.7 Third Party Products or Services: Where you engage third parties to operate alongside our Services (for example, any third-party software systems you wish to integrate with our Platform), those third parties are independent of us and you are responsible for (meaning we will not be liable for) the goods or services they provide, unless we expressly agree otherwise under clause 3.6. This clause does not limit our liability under clause 13.

4.1 You must sign up for an Account in order to access and use our Platform.

4.2 You may register for an Account using your Google account (Single Sign-On Account). If you sign in to your Account using a Single Sign-On Account, you authorise us to access information from your Single Sign-On Account including your name and contact information. We process this information in accordance with our Privacy Policy (Datenschutzerklärung) and the GDPR (DSGVO).

4.3 If permitted in your Subscription, you may invite Authorised Users to access and use some or all of our Services under your Account. Each of your Authorised Users will require a login (which is linked to your Account), in order to access and use our Platform. You are responsible for ensuring that your Authorised Users comply with these Terms. You may change who your Authorised Users are at any time through your Account, and what access rights or permissions they have when using our Platform. Any limitations on the number of Authorised Users you can have will be set out in your Account, Quote or on our Platform.

4.4 While you have an Account with us, you agree to (and to ensure your Authorised Users agree to):

• a. keep your information up to date (and ensure it remains true, accurate and complete);

• b. keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and

• c. notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

5.1 Subscription: In order to access the Platform, you must choose a Subscription. The Subscriptions we offer will be set out on our Platform or in the Quote, including details of each Subscription's features and limitations, Subscription Fees and Subscription Periods.

5.2 Subscription Period: Unless otherwise agreed, the default Subscription Period is yearly (12 months). Your Subscription continues for the Subscription Period, and at the end of each Subscription Period, provided you have paid all Subscription Fees owing, your Subscription will be automatically renewed. For consumers, and to the extent required by § 309 no. 9 BGB, after an initial fixed term any automatic renewal is for an indefinite period that you may terminate at any time with a notice period of no more than one month. For business customers, renewal is for the same duration as the previous Subscription Period (each of which will be considered a Subscription Period).

5.3 Subscription Fees: Your Subscription Fee is set out in your Quote, and may vary from time to time depending on the Subscription selected. We reserve the right to vary the Subscription Fee from time to time by written notice. Following the initial Subscription Period, but not more than once in each year of a Subscription, we may automatically increase any fees by an amount not exceeding the lower of (i) the percentage increase in the Applicable Price Index in the preceding year plus 5% and (ii) the maximum amount permitted by law. Where you are a consumer, any price change is subject to the requirements of mandatory law, and you may terminate your Subscription with effect from the date the change takes effect if the increase is material.

5.4 Billing Cycle: During the Subscription Period, you will be billed for the Subscription Fees on a recurring basis, as set out in your Quote (Billing Cycle). Billing Cycles may be monthly, quarterly, half-yearly and yearly. We may amend your Billing Cycle by written notice, subject to mandatory statutory protections.

5.5 Pilot Periods: We may offer discounted trials for certain Subscriptions (Pilot). Pilot Periods will run for the duration set out in the terms of the offer. All Pilots must be paid in full up front, unless otherwise agreed. At the end of the Pilot, you will begin to be charged the Subscription Fees for your chosen Subscription. Your Subscription Period begins at the start of the Pilot. This clause does not affect any right of withdrawal you may have as a consumer under clause 12A.

5.6 Free Trials: We may offer free trials for certain Subscriptions. During a free trial, you will not be charged and may cancel at any time without charge by contacting us through your account. If you do not cancel before the trial ends, you will be automatically charged the applicable Subscription Fees, and your Subscription Period will commence. We may modify or discontinue free trials at any time. Where a paid Subscription follows a free trial, we will remind consumers of the upcoming charge to the extent required by law.

5.7 Upgrades and downgrades: Your Subscription can be upgraded or downgraded at any time through your Account, including to add or remove Authorised Users. Any upgrades to your Subscription will take effect immediately (and you will be charged the difference between your current Subscription and your new Subscription on a pro-rata basis). Any downgrades to your Subscription will take effect from the beginning of the next Billing Cycle.

5.8 Payment terms: You will be billed for any Subscription Fees due at the beginning of each Billing Cycle.

• a. Our payment methods will be set out on our Platform. If you choose to pay your Subscription Fees using one of our third-party payment processors, you may need to accept their terms and conditions and any additional processing fees (if this is the case, these will be set out on our Platform).

• b. You must not pay, or attempt to pay, any Subscription Fees by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit (SEPA direct debit / SEPA-Lastschrift), by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your account in accordance with your chosen Subscription, and you confirm that you are either the holder or an authorised signatory of that account. We will provide any pre-notification (Vorabankündigung) within the period required by the applicable SEPA scheme.

• c. Late Payments: If any Subscription Fees are not paid on time, we may:

- 1. suspend your access to our Services (including access to our Platform); and

- 2. charge default interest (Verzugszinsen) at the statutory rate. In dealings with consumers this is 5 percentage points above the base rate (Basiszinssatz) per annum under § 288(1) BGB; in dealings with business customers it is 9 percentage points above the base rate per annum under § 288(2) BGB. We reserve the right to claim further damages caused by default.

5.9 Cancellation: Subject to the consumer-protection rules in clause 5.2 and your statutory rights, you may cancel your Subscription with effect from the end of a Subscription Period by giving notice in line with the notice period stated in your Quote or Account. For consumers this notice period will not exceed the maximum permitted by § 309 no. 9 BGB. Once your cancellation is effective your Subscription will not be renewed. This clause does not affect your right to terminate for cause (außerordentliche Kündigung) or your right of withdrawal under clause 12A.

5.10 Taxes: Purchases of our Subscriptions are processed by Paddle.com Market Ltd (30 Old Bailey, London EC4M 7AU, United Kingdom), which acts as the Merchant of Record and is therefore the seller of record for the transaction. Paddle determines, collects and remits any sales tax or value-added tax applicable to your purchase at checkout, and issues the invoice or receipt for that transaction. The price shown to you at checkout is the amount payable, including any such tax that Paddle adds or includes. Axoncraft itself is a small business (Kleinunternehmer) within the meaning of § 19 UStG and does not charge German value-added tax (Umsatzsteuer) on its own invoices, and no German VAT is shown on them. You remain responsible for any other levies or taxes associated with your use of our Services (unless we or Paddle are required by law to collect these on your behalf).

6.1 While you have an Account, we grant you and your Authorised Users a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person and, if you have a Subscription, will also be subject to the conditions of your Subscription (as set out on our Platform or in your Account).

6.2 You must not (and you must ensure that your Authorised Users do not):

• a. access or use our Platform in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;

• b. make copies of the Platform or attempt to reproduce or create derivative works of the Platform, except where such acts are expressly permitted by mandatory law (for example §§ 69d, 69e of the German Copyright Act, UrhG);

• c. use the AI Services or Outputs to develop, train, fine-tune or improve any other artificial intelligence systems (competing or otherwise);

• d. systematically extract or scrape Outputs to create datasets;

• e. use the Services for benchmarking without prior written consent;

• f. input any content that:

- 1. contains personal data without a lawful basis under the GDPR (DSGVO);

- 2. is confidential or proprietary without permission;

- 3. is subject to regulatory protections (including health or financial data).

• g. sell, loan, transfer, sub-licence, hire or otherwise give rights over the Platform to any third party;

• h. use the Platform in such a way that would constitute a breach of this agreement;

• i. interfere with or interrupt the supply of our Platform, or any other person's access to or use of our Platform;

• j. introduce any viruses or other malicious software code into our Platform;

• k. use any unauthorised or modified version of our Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to our Platform;

• l. act in any way that may harm our reputation;

• m. attempt to access any data or log into any server or account that you are not expressly authorised to access;

• n. use our Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicencing, concurrent use of a single user login, or time-sharing;

• o. circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or

• p. access or use our Platform to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

6.3 Failure to comply with this clause 6 may result in immediate suspension or termination from the Platform for you and your Authorised Users, in accordance with clause 14.

7.1 Your Subscription may include a limit on your AI-generated content as set out on our Platform or in your Account. You may continue to use the Platform after reaching your usage limit, but you will be unable to generate additional AI-generated content until the start of your next Billing Cycle. You may upgrade your Subscription at any time in accordance with clause 5.7.

7.2 For Subscriptions with unlimited usage, we reserve the right to restrict your access to certain features if we reasonably believe your usage indicates abuse, automated misuse, or commercial resale of our Services.

8.1 While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

8.2 Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties. This clause does not limit our liability under clause 13 or any mandatory statutory warranty for digital products under §§ 327 et seq. BGB.

8.3 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.

9.1 We own all intellectual property rights in our Services (including our Platform and any bespoke or customised AxonCraft features). This includes how our Platform looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property, except where permitted by mandatory law such as §§ 69d, 69e UrhG), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Platform.

9.2 We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

10.1 Ownership of Your Data

• a. You retain ownership of your Inputs.

• b. Subject to your compliance with these Terms, AxonCraft assigns to you, to the extent legally possible, any rights it may have in Outputs generated specifically for you. Where an outright assignment is not permitted under German copyright law (which does not allow the transfer of authorship itself, § 29 UrhG), we instead grant you an exclusive, transferable, worldwide and perpetual right to use such Outputs to the fullest extent permitted by law.

• c. Notwithstanding the above:

- 1. no guarantee is given that Outputs are original or non-infringing;

- 2. Outputs may incorporate patterns derived from third-party data.

10.2 Licence to AxonCraft

• a. You grant AxonCraft the right to access, analyse, back up, copy, store, transmit, and otherwise use Your Data while you have an Account with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

- 1. supply our Services to you and your Authorised Users (for example, to enable you and your Authorised Users to access and use our Services), and otherwise perform our obligations under these Terms;

- 2. diagnose problems with our Services;

- 3. improve, develop and protect our Services;

- 4. send you information we think may be of interest to you based on your marketing preferences; or

- 5. perform analytics for the purpose of remedying bugs or issues with our Platform.

• b. Where Your Data contains personal data, we process it as a processor on your behalf and/or as a controller as set out in our Privacy Policy (Datenschutzerklärung) and, where we act as processor, under a separate data processing agreement (Auftragsverarbeitungsvertrag) pursuant to Article 28 GDPR (DSGVO).

10.3 You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks. Any transfer of personal data to a country outside the European Economic Area will be made only on the basis of appropriate safeguards as required by Chapter V of the GDPR (DSGVO).

10.4 You are responsible for (meaning, to the extent permitted by law and subject to clause 13, we are not liable for):

• a. the integrity of Your Data on your systems, networks or any device controlled by you or your Authorised Users; and

• b. backing up Your Data.

10.5 Model Training and Data Use:

• a. AxonCraft does not use your Inputs or Outputs to train general-purpose AI models, except where such data has been anonymised and aggregated so that it no longer relates to an identified or identifiable person within the meaning of the GDPR (DSGVO).

10.6 When you use our Services, we may create anonymised statistical data from Your Data and usage of our Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

10.7 If you do not provide Your Data to us, it may impact your ability to receive our Services.

10.8 For the avoidance of doubt, Your Data includes Inputs submitted to AI Services and Outputs generated by such Services.

11.1 While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any Authorised Users, employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a 'need-to-know basis' (in other words, the disclosure is absolutely necessary), and that they also agree not to misuse or disclose such confidential information.

11.2 However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

11.3 We collect, hold, use and disclose any personal data you provide to us in accordance with the GDPR (DSGVO), the German Federal Data Protection Act (Bundesdatenschutzgesetz, BDSG), and our Privacy Policy (Datenschutzerklärung), which is available on our website.

11.4 You must only disclose personal data to us if you have a lawful basis to do so under the GDPR (DSGVO) (for example, the individual's consent or another legal basis under Article 6 GDPR), and you must comply with your own obligations as a controller in respect of that data.

11.5 We may need to disclose personal data to third parties, such as our affiliated companies or our service providers (for example, IT and administrative service providers and our professional advisors), in each case in accordance with the GDPR (DSGVO) and on the basis of appropriate data processing or transfer arrangements.

11.6 Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

12.1 If you are a consumer, you have mandatory rights, guarantees and remedies provided by German and EU consumer-protection law, and nothing in these Terms restricts or excludes those rights. We will be bound by your statutory rights as well as the express wording of these Terms. Where these Terms would give you fewer rights than mandatory law, the mandatory law prevails.

12.2 Subject to your statutory rights (including any right of withdrawal under clause 12A), we do not provide a refund for a change of mind or change in circumstance.

12.3 Your statutory warranty rights (Gewährleistung) for defects in the Services and any digital products or digital services apply in accordance with §§ 434 et seq. and §§ 327 et seq. BGB. In particular, for digital products supplied to consumers we are responsible for ensuring conformity and for providing updates as required by §§ 327e–327f BGB. Where you are a consumer, the statutory limitation periods apply. Where you are a business customer, claims for defects become time-barred 12 months after the relevant statutory starting point, except in cases of intent, fraudulent concealment, claims for injury to life, body or health, or other claims for which mandatory law prescribes a longer period.

12A.1 Right of withdrawal. If you are a consumer, you have the right to withdraw from this contract within 14 days without giving any reason, in accordance with § 355 and § 312g BGB. The withdrawal period is 14 days from the day of the conclusion of the contract.

12A.2 Exercising the right. To exercise your right of withdrawal, you must inform us — Axoncraft, Inhaber Arnab Biswas, Adolf-Kolping-Straße 7, 65385 Rüdesheim am Rhein, Germany, email legal@axoncraft.ai — of your decision to withdraw by a clear statement (for example, a letter sent by post or an email). You may use the model withdrawal form, but it is not obligatory. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning the exercise of the right of withdrawal before the withdrawal period has expired.

12A.3 Effects of withdrawal. If you withdraw from this contract, we will reimburse all payments received from you without undue delay and no later than 14 days from the day on which we are informed of your decision to withdraw, using the same means of payment you used for the initial transaction unless expressly agreed otherwise; in no event will you be charged any fees as a result of the reimbursement. Where the payment was taken by Paddle as Merchant of Record (clause 5.10), the reimbursement is processed through Paddle back to that same payment method.

12A.4 Immediate performance, your withdrawal right and compensation for use. Our Services are digital services (digitale Dienstleistungen) provided continuously over the Subscription Period, so the withdrawal rules for services apply. Starting to use the Services does not by itself cost you the right of withdrawal: under § 356(5) BGB the right expires before the end of the 14 days only once the Services have been performed in full — and only if, before we began, you expressly consented to us beginning during the withdrawal period and confirmed your knowledge that the right is lost on complete performance. For a running Subscription, performance is not complete while the Subscription Period is still running, so your right of withdrawal normally remains available for the whole 14 days.

If you expressly request at checkout that we begin providing the Services during the withdrawal period and you then withdraw, you owe us compensation for the value of what was provided up to your withdrawal (§ 357a(2) BGB), calculated pro rata by time: the days from the start of your Subscription until your withdrawal reaches us, measured against the price for the Subscription Period. Your reimbursement under clause 12A.3 is reduced by exactly that amount, and by nothing more. We can only claim this compensation if you actually made that express request and we duly informed you of your right of withdrawal beforehand; we will request and record this at checkout, and provide you with the confirmation of the contract required by § 312f BGB on a durable medium before performance begins. If you did not request an immediate start, performance begins only after the withdrawal period has expired, and a withdrawal costs you nothing.

12A.5 A model withdrawal form and the full statutory withdrawal instruction (Widerrufsbelehrung) are made available to consumers separately at or before the conclusion of the contract.

13.1 We are liable without limitation:

• a. for damages arising from injury to life, body or health caused by a breach of duty by us, our legal representatives or our vicarious agents (Erfüllungsgehilfen);

• b. for damages caused intentionally (Vorsatz) or by gross negligence (grobe Fahrlässigkeit) by us, our legal representatives or our vicarious agents;

• c. where we have fraudulently concealed a defect or assumed a guarantee (Garantie); and

• d. under the German Product Liability Act (Produkthaftungsgesetz) and any other mandatory statutory liability.

13.2 For damage caused by slight negligence (einfache Fahrlässigkeit), we are liable only where we breach an essential contractual obligation (Kardinalpflicht) — that is, an obligation whose fulfilment is essential to the proper performance of the contract and on whose observance you may regularly rely. In that case, our liability is limited to the foreseeable damage typical for this type of contract. Liability for slight negligence is otherwise excluded.

13.3 Subject always to clauses 13.1 and 13.2, and only where limitation of liability is legally permitted, our aggregate liability to you for any Liability arising from or in connection with these Terms is limited to the greater of (i) €1,000 and (ii) the total Subscription Fees paid by you to us in the twelve (12) months preceding the event giving rise to the Liability.

13.4 The limitations and exclusions in this clause 13 also apply in favour of our legal representatives, employees and vicarious agents.

13.5 To the extent permitted by clauses 13.1 to 13.3, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:

• a. your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or

• b. any use of our Services by a person or entity other than you or your Authorised Users.

13.6 Where both Parties have contributed to a loss, the principles of contributory fault (Mitverschulden) under § 254 BGB apply, including any failure by either Party to mitigate its loss. A change in the burden of proof to your disadvantage is not associated with the above provisions.

13.7 Third Party Claims Indemnity: We agree to defend you against any claim brought against you by a third party alleging that their intellectual property rights have been infringed by your authorised use of our Platform or Services, and to indemnify you against any loss or damage finally awarded by a court of competent jurisdiction or agreed as part of a settlement with the alleging party, provided that:

• a. you promptly notify us of any claims and do not do anything that would in any way prejudice or limit our ability or options for investigating and defending the claim;

• b. you have consistently complied with the terms of this agreement;

• c. you follow our reasonable directions and do all things reasonable to assist us in investigating and defending any claim (including by providing us with copies of any documentation and evidence, and copies of the claim and any relevant correspondence); and

• d. you ensure we have sole and exclusive control to respond to and defend any claim, to the extent permitted by mandatory procedural law.

13.8 We will have no obligation to defend or indemnify you under clause 13.7 where:

• a. such infringement is caused or contributed to by your or your Personnel's acts or omissions (including without limitation where there has been unauthorised modification of intellectual property rights), other than the use of our Platform or Services in accordance with the Agreement; or

• b. the infringement claim is based on the use or combination of our Platform or Services with equipment, programs or data not supplied by us.

13.9 This clause 13 sets out our entire contractual liability with respect to the infringement or alleged infringement of any third-party intellectual property rights, without prejudice to mandatory statutory liability.

13.10 This clause 13 will survive termination or expiry of this Agreement.

14.1 We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform). If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.

14.2 We may terminate these Terms (meaning you will lose access to our Services, including access to your Account, and any Subscription will be cancelled) for good cause (aus wichtigem Grund), including without limitation if:

• a. you fail to pay your Subscription Fees when they are due and, where required by law, after a reminder;

• b. you or your Authorised Users breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;

• c. you or your Authorised Users breach these Terms and that breach cannot be remedied; or

• d. you experience an insolvency event (including but not limited to the opening of insolvency proceedings or the rejection of such proceedings for lack of assets), to the extent termination on this ground is permitted by mandatory insolvency law.

14.3 You may terminate these Terms for good cause, including if:

• a. we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or

• b. we breach these Terms and that breach cannot be remedied; and

• c. if you have paid Subscription Fees upfront, you will be issued a pro-rata refund of any unused Subscription Fees based on the portion of the then-current Subscription Period remaining.

14.4 You may also terminate these Terms in accordance with clause 5.9, and consumers may withdraw in accordance with clause 12A. The statutory right of both Parties to terminate for good cause (außerordentliche Kündigung) under § 314 BGB remains unaffected.

14.5 Upon termination of these Terms, we will retain Your Data (including copies) only for as long as required by law or regulatory requirements, and will otherwise delete it in accordance with the GDPR (DSGVO) and our Privacy Policy (Datenschutzerklärung).

14.6 Termination of these Terms will not affect any other rights or liabilities that we or you may have.

15.1 Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party, in each case in accordance with mandatory law.

15.2 Disputes: Neither we nor you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to attempt to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or interim relief from a court of appropriate jurisdiction, or from exercising any mandatory statutory right.

15.3 Consumer arbitration board (Verbraucherschlichtung): We are not obliged to participate in dispute-resolution proceedings before a consumer arbitration board (Verbraucherschlichtungsstelle), and we are not willing to participate in such proceedings.

15.4 Events Outside Our Control (Force Majeure / höhere Gewalt): We will not be liable for any delay or failure to perform our obligations (including our Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control. This does not affect mandatory statutory rights of the Parties.

15.5 Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

15.6 Marketing: We will send you electronic marketing communications about our products and services only where permitted by law (in particular § 7 of the German Act Against Unfair Competition, UWG, and the GDPR). Where your consent is required, we will obtain it, and you may opt out at any time by using the unsubscribe function in our electronic communications or by contacting us, without incurring any costs other than transmission costs at base tariff.

15.7 Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

15.8 Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms (or, where the law requires text or written form, by an appropriate means). Any notice we send to you will be sent to the email address registered against your Account.

15.9 Publicity: Subject to applicable data-protection law, we may advertise or publicise the fact that you are a customer of ours, for example on our website or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose. You may object to such use at any time with effect for the future.

15.10 Survival: Clauses 1 to 2, 9 to 14 and 16 will survive the termination or expiry of these Terms.

15.11 Third Party Sites: Our Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites. If you purchase goods or services from a third party website linked from our Platform, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our Platform.

15.12 Severability (Salvatorische Klausel): If any provision of these Terms is or becomes invalid or unenforceable, the validity of the remaining provisions is not affected. Any invalid or unenforceable provision is replaced by the applicable statutory rule.

15.13 Language: These Terms are provided in English. If we make a translation of these Terms available and there is a conflict between that translation and the English text, the English version prevails. Mandatory consumer information will be provided in the language in which we conduct the contract with you.

15.14 Governing law: These Terms and any non-contractual obligations arising out of or in connection with them are governed by the law of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Where you are a consumer, this choice of law does not deprive you of the protection afforded to you by mandatory provisions of the law of the EU member state in which you have your habitual residence.

15.15 Jurisdiction: If you are a merchant (Kaufmann), a legal person under public law or a special fund under public law, or if you do not have a general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms is the courts having jurisdiction for our place of business (Sitz) at Adolf-Kolping-Straße 7, 65385 Rüdesheim am Rhein, Germany. We are also entitled to bring proceedings at your general place of jurisdiction. If you are a consumer, the statutory rules on jurisdiction apply and you may only be sued at the courts of your place of residence, save as otherwise provided by mandatory law.

16.1 In these Terms:

AI Services means any features powered by machine learning or artificial intelligence.

Account means an account created by an individual, entity or other group, to use our Services, under which Authorised Users may be granted access.

Authorised User means a user that you have invited to use the Platform through your Account.

BDSG means the German Federal Data Protection Act (Bundesdatenschutzgesetz), as amended.

BGB means the German Civil Code (Bürgerliches Gesetzbuch), as amended.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute "Consequential Loss". This definition is used only for descriptive purposes and does not extend any limitation of liability beyond what is permitted under clause 13 and mandatory German law.

GDPR (DSGVO) means Regulation (EU) 2016/679 (General Data Protection Regulation / Datenschutz-Grundverordnung), as applicable.

Impressum means our legal-notice / provider-identification page published in accordance with § 5 of the German Digital Services Act (Digitale-Dienste-Gesetz, DDG).

Inputs means any data, prompts, content, or materials submitted by you or an Authorised User. It includes the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you and your Authorised Users when receiving our Services, including any personal data collected, used, disclosed, stored or otherwise handled in connection with our Services.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.

Outputs means content generated by the AI Services in response to an Input.

Personal data has the meaning given in Article 4(1) of the GDPR (DSGVO).

Platform means our cloud-based platform that we provide you with access to as part of the Services.

Privacy Policy (Datenschutzerklärung) means our data-protection notice published on our website in accordance with Articles 13 and 14 GDPR (DSGVO).

Quote means the quote or purchase order to which this Agreement is attached and incorporated by reference.

Services means the services we provide to you as set out in your Quote or on our Platform when you sign up for an Account, and includes AI Services.

Subscription means the Subscription plan you have chosen through our Platform, which you use to access certain features, benefits and number of Authorised Users.

Subscription Fees means the fees you pay to us to access your chosen Subscription.

Subscription Period means the duration of your Subscription (annually by default, or as otherwise agreed and/or on our Platform).

Your Data means both Inputs and Outputs. Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.

a. AxonCraft will use reasonable endeavours to provide Support Services in accordance with the service levels set out below in Table 1 (Service Levels).

Table 1: Service Levels

b. The severity and priority of calls are classified as follows:

• Critical — business critical issues only, which prevent the majority of users from accessing the Services or where the module functionality is materially restricted with no feasible workaround;

• High — solution issues affecting multiple users and issues affecting business operation, which prevent a small group of users from accessing the Services or where the module functionality is restricted but a feasible workaround exists;

• Medium — notification of image/data capture issues/trends; non-critical general, operational and technical enquiries;

• Low — feedback; non-essential system set-up changes, no compliance or cash flow impact.

You acknowledge and agree that:

a. Service Levels do not apply to any performance or availability issues arising from:

• factors outside our reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to our data centres, including at your site or between your site and our data centre);

• any information technology systems, hardware or software not provided by AxonCraft;

• you utilising the Services contrary to AxonCraft's advice (including any policies or guidelines provided to you);

• during or with respect to a preview, pre-release, beta test or trial versions of the Services or the Platform (including any particular feature);

• any action or inaction by you or any Authorised User contrary to a reasonable request from AxonCraft in relation to an issue; or

• your failure to maintain and follow appropriate security practices;

b. AxonCraft cannot guarantee that all issues, problems or security threats will be identified;

c. the final Services may differ from initial diagnosis; and

d. the priority levels are determined at AxonCraft's reasonable discretion (§ 315 BGB).

a. Service Levels are indicative targets only; if AxonCraft is not able to meet a Service Level set out in this clause, AxonCraft will use reasonable endeavours to respond to or resolve the relevant issue as soon as possible. This clause does not exclude or limit your mandatory statutory warranty rights or our liability under clause 13 of the Terms; and

b. AxonCraft will use reasonable endeavours to provide you with at least 8 hours' prior notice of any planned downtime.

a. Unless otherwise set out in this Schedule 1, the Support Services will be available from 9am – 5pm (Central European Time, CET/CEST) on Business Days (Business Hours).

b. All Response Targets and Resolution Targets do not include any time that falls outside Business Hours.

c. Support Services can be accessed via the following methods: