General Terms and Conditions (GTC)

For the Provision of POMA AI Service.

These GTC apply to the use of the POMA AI services providing pipeline modules in the area of retrieval-augmented generation ("Services") provided by POMA AI with its registered address at Markgrafendamm 16, 10245 Berlin, Germany ("POMA AI") to businesses within the meaning of Section 14 of the German Civil Code (BGB) ("Customer").

Definitions

"Affiliate" means any entity that controls, is controlled by or under common control with the Customer within the meaning of sec. 15 German Stock Corporation Act.

"Agreement" means an agreement between the Customer and POMA AI concerning the use of the Services on a subscription basis that incorporates these GTC.

"Availability" means ((Uptime / Total minutes per month) * 100)%. If no Availability is defined for a particular Service, the minimum Availability is 99%.

"Confidential Information" means information that one party discloses to the other party under this Agreement, and that is marked as confidential or would normally be considered confidential information under the circumstances. Confidential Information does not include information that (a) at the time of disclosure is, or thereafter becomes, generally available to the public through no fault of the recipient; (b) is rightfully given to the recipient by a third party without breaching confidentiality obligations; (c) was known by or in the possession of the recipient before being disclosed; or (d) was or is independently developed by the recipient, without reference to or use of, in whole or in part, any of the other party's Confidential Information.

"Customer Data" means any input data that is provided or uploaded by Customer for use with the Service, and any output data created by the Customer by using the Service.

"Documentation" means the applicable API documentation published under https://www.poma-ai.com/docs/ or any other URL communicated by POMA AI from time to time.

"Fees" shall mean Pay-As-You-Go-Fees and Subscription Fees.

"Force Majeure" means an unforeseeable event which is beyond the control of the affected party and as a result of which the affected party is prevented from fulfilling its obligations in whole or in part, including but not limited to damage caused by fire, floods, epidemics and pandemics, strikes and statutory lock-outs and business interruptions, or official orders.

"Integrator License" means a license that permits the use of the Services as an integrated component of the Customer's own value-added offerings provided to its end customers.

"Pay-As-You-Go Fees" shall mean fees payable on a consumption basis.

"Product Description" shall mean the applicable product descriptions published under poma-ai.com or any other URL communicated by POMA AI from time to time.

"Scheduled Maintenance" means maintenance time for the Services that is announced at least 48 hours in advance POMA AI via email to the contact email address provided by the Customer during which the Service cannot be used. POMA AI will use reasonable efforts to schedule maintenance during night hours (10pm-6am CET/CEST).

"Service Results" shall mean the results, data or content generated by the Services, including the chunks.

"Service Tier" shall mean the applicable service tier selected by the Customer as described in the Product Description.

"Subscription Fees" means the recurring monthly or annual fees payable by Customer for access to and use of the Services during the applicable subscription term, as set out in the applicable pricing schedule.

"Term" shall mean the period from the date on which the Agreement becomes effective to the date on which the Agreement terminates or expires.

"Uptime" means (i) the time expressed in minutes per month during which the API endpoint through which the Service is provided can be accessed and responds to queries, plus (ii) Scheduled Maintenance.
Service Provision
1. POMA AI will provide the selected Service(s) as described in the applicable Product Description for the applicable Service Tier. POMA AI will continuously develop and improve the Services, and reserves the right to make changes to the Services at any time. If POMA AI has reason to believe that a planned change results in a material degradation of the use of the selected Service(s) for the Customer, POMA AI will notify the Customer at least 60 (sixty) days prior to such changes becoming effective. If the Customer objects to the changes, Customer may terminate the contractual relationship at the end of the current contract month.
2. Subject to Customer's on-going compliance with these GTC, POMA AI grants Customer (i) access to the selected Service(s) via an API and (ii) a non-exclusive, non-transferable, non-sublicensable right to use the selected Service(s) for its own business purposes during the Term. Use of the Services is permitted solely through the API made available by POMA AI and in accordance with the applicable Documentation.
  
  Except as expressly granted herein, all rights to the Services remain with POMA AI. The Customer shall not reverse-engineer, decompile, or otherwise manipulate the Services except for as permitted by statutory law. The Customer may not grant third-parties access to the Services or commercialize the Services unless the Customer has subscribed to an Integrator License, in which case the Customer may incorporate the Services into its proprietary workflows, applications, or platforms, provided that such incorporation results in a material enhancement, transformation, or extension of the Services. For the avoidance of doubt, the Integrator License does not permit the Customer to resell, sublicense, or otherwise distribute the Services in their original or substantially unmodified form, nor to act as a mere conduit for the Services without adding substantive value.
  
  The Customer shall not (i) analyse, decompile, disassemble, reverse-engineer or otherwise examine the Services or its technical operation beyond what is expressly permitted by mandatory statutory provisions (sec. 69e German Copyright Act), or (ii) process, analyse, combine or otherwise use Service Results for the purpose of deriving, reconstructing, approximating or inferring the underlying algorithms, models, logic, workflows, system architecture or functional principles of the Services. The foregoing shall not restrict the use of the Service Results for their intended contractual purpose within the Customer's normal business operations.
3. Customer grants to POMA AI the right to use, store, copy and modify the Customer Data solely to the extent required for the provision of the Services. POMA AI will not use Customer Data for any other purposes, including training purposes.
Customer Obligations
1. Customer shall
  1. always use the Services in accordance with the applicable Documentation and these GTC,
  2. comply with all applicable laws, including copyright or trademark laws, antitrust and competition laws, export control laws, data protection laws, or other laws in any applicable jurisdiction when using the Service,
  3. keep access credentials secure and prevent misuse of the Services,
  4. cooperate in troubleshooting and report any defects without undue delay,
  5. backup Customer Data regularly,
  6. report any downtime, incidents or malfunction of the Services to POMA AI promptly.
2. Customer shall not
  1. upload, store, provide to, feed into or use with the Services any malware, virus, trojan horse, worm, malicious and/or hidden prompt or any other data or information that undermines the Service's operations or security,
  2. use the Services in connection with illegal content, content that violates laws or official requirements, or content that infringes the rights of third parties,
  3. perform any load testing, penetration testing or similar measures without POMA AI's prior written consent;
  4. use or attempt to use another customer's account; or
  5. make publicly available, disseminate or otherwise disclose to third parties any analyses, evaluations, measurements or test results relating to the performance, functionality, availability, usability or quality of the Services to the extent that such information is intended or suitable to enable a comparison with other software products or services and/or is published together with corresponding results relating to other providers. This restriction shall not apply to disclosures required by mandatory law or to internal analyses used solely for the Customer's own operational, strategic or procurement purposes, provided that such analyses are not made accessible to third parties or otherwise publicized;
  6. publish, disclose or otherwise make available the Service Results to third parties. For the avoidance of doubt, Customer may make available the Service Results to its Affiliates.
Subscriptions
1. The Customer is entitled to use the Services solely within the usage volumes and other limitations (collectively, the "Usage Limits") specified for the applicable Service Tier as set out in the applicable pricing schedule.
2. Once the applicable Usage Limits are reached, the functionality of the Services (in whole or in part) may be restricted, suspended or no longer be available to the Customer until the beginning of the next billing period or until the Customer purchases an upgrade to a higher Service Tier.
3. Any unused portion of the Usage Limits within a billing period shall expire at the end of such billing period and shall not roll over or be transferred to any subsequent billing period. The Customer shall not be entitled to any refund, credit or compensation for any unused Usage Limits or for any restriction or unavailability of the Services resulting from the Customer reaching the applicable Usage Limits.
Pay-As-You-Go
1. To the extent the Customer uses any Services designated as "Pay-as-You-Go" or consumption-based services, the Customer shall be charged based on its actual usage of such Services during the applicable billing period. All usage shall be billed in accordance with the applicable pricing schedule.
2. POMA AI's measurement systems and records shall serve as the basis for determining the Customer's actual usage of the Pay-as-You-Go Services. The right of the Customer to evidence errors remains unaffected.
Fees and Payment
1. Customer will pay the Fees to POMA AI.
2. Unless otherwise agreed at least in text form, POMA AI will invoice Customer in respect of
  1. the Subscription Fees in advance at the beginning of each billing period (i.e. at the beginning of a contract month or a contract year); and
  2. Pay-As-You-Go Fees monthly in arrears or whenever 25 EUR of Fees have accrued, whichever comes first.
  Invoices will be submitted electronically via the payment service provider used by POMA AI.
3. The Customer is responsible for ensuring that there are sufficient funds in the payment method provided. Fees are payable and become due as specified in clause 5.2 and in accordance with the applicable payment frequency. In the event of a payment default, POMA AI is entitled to suspend the Service if the Customer fails to pay all overdue payments after receipt of a payment reminder and fruitless lapse of a payment deadline of no less than 5 days. The suspension will be lifted promptly after settling any overdue payments.
4. POMA AI may adjust Subscription Fees not more often than once in any 12 months period. If the increase exceeds 5 percent, the Customer may terminate the contractual relationship at the end of the current contract month. POMA AI may adjust Pay-As-You-Go Fees at any time and will announce any such change prominently on its website.
Availability and Service Levels
1. POMA AI shall ensure the Availability in accordance with the applicable Service Tier.
2. Scheduled Maintenance work shall be carried out, where possible, outside regular business hours and announced at least 48 hours in advance.
Data Protection

Both parties shall comply with the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). The Customer is the data controller under the GDPR for any personal data processed via the API. A separate data processing agreement pursuant to Article 28 GDPR shall be concluded.
Liability
1. POMA AI shall be liable without limitation
  1. for intent, gross negligence and fraudulent misrepresentation,
  2. in cases of injury to life, body, or health,
  3. a breach of an explicit guarantee given by POMA AI in writing,
  4. under strict product liability laws, and
  5. breaches of the confidentiality obligations as stipulated in Section 10.
2. In cases of simple negligence, POMA AI shall only be liable for breach of essential contractual obligations (cardinal obligations), limited to the damage which is typical for this type of contract and has been foreseeable at the time of the conclusion of this agreement. Cardinal obligations are obligations, the orderly discharge of which are a prerequisite for the performance of the contract and on whose fulfilment the other party can legitimately rely. The parties agree that the typical and foreseeable damage shall not exceed the lower amount of (i) the fees paid by the Customer to the POMA AI in the 12 months preceding the event that gave rise to POMA AI's liability and (ii) EUR 10,000. In all other cases, POMA AI's liability for simple negligence is excluded.
3. POMA AI's liability for data loss is limited to the effort required to restore data from properly backed-up systems.
4. Any further liability, particularly for lost profits, indirect or consequential damage, is excluded.
5. If POMA AI's liability is limited or excluded under this section 8, the same limitation or exclusion shall inure to the benefit of the legal representatives, employees, Affiliates, Subcontractors and agents.
Indemnification
1. Customer shall indemnify POMA AI against all third-party claims arising from unlawful use of the Services by the Customer.
2. POMA AI shall indemnify Customer against all third-party claims alleging that the use of the Services in accordance with this agreement violates any third-party intellectual property rights.
3. The indemnification obligation is subject to the indemnified party informing the indemnifying party promptly about any claim and giving the indemnifying party control about the defense against the claim to the fullest extent possible. The indemnified party will provide all assistance, available information and documentation as may reasonably be required by the indemnifying party for the defense against the claim. The indemnified party may not, without prior written approval of the other party, acknowledge a claim or parts thereof, or enter into a settlement concerning the claim in whole or in parts.
4. Indemnification includes reasonable legal defense costs.
Confidentiality
1. POMA AI will maintain appropriate technical and organizational measures to protect Customer Data against loss, destruction, unauthorized access and alteration.
2. The disclosure of Confidential Information from one party to the other party is only for the purpose of the fulfilment and performance of this agreement. Except for as permitted in this Agreement the recipient will neither disclose to any person any Confidential Information it receives or becomes aware of whilst executing this agreement nor use such Confidential Information for purposes other than those agreed in this agreement. The recipient undertakes to secure the Confidential Information against unauthorized access by third parties by using adequate confidentiality measures.
3. The parties agree to make Confidential Information only available to their employees, affiliates, agents, professional advisors and/or third party subcontractors who are directly involved in the performance of this agreement and need to know the Confidential Information for this purpose, provided that such employees and/or third party Subcontractors are contractually bound to confidentiality obligations at least as strict as stipulated in this Section.
4. A party that becomes aware of a suspected or actual breach of the obligations hereunder, misuse or unauthorized disclosure of the other party's Confidential Information will inform the other party without undue delay.
5. The recipient may disclose Confidential Information under a legal or regulatory obligation. The recipient will inform the other party thereof in writing in advance (to the extent legally possible and practicable) and use all reasonable efforts to minimize the scope of the disclosure. The recipient will comply with the discloser's reasonable requests opposing disclosure of its Confidential Information.
Force Majeure
1. In case of a Force Majeure event, the affected party shall be released from its performance obligations for the duration of the Force Majeure event plus a reasonable ramp-up time.
2. The affected party shall notify the other party without undue delay of the occurrence and the end of the Force Majeure event and shall make every effort to mitigate the effects of the Force Majeure event as far as possible.
3. In the event of a Force Majeure event, the parties shall agree upon the further steps to be taken and adjust the obligations to the changed circumstances in a consistent and expedient manner.
Export Compliance
1. Customer shall not, whether directly or indirectly, provide access to the Service to any destination, entity, or person prohibited or sanctioned by the laws and regulations ("Denied Parties") of the Federal Republic of Germany, the European Union, or the United States of America.
2. Customer agrees not to use or export or re-export any content or any copy or adaptation of such content, or any product or service offered on the Services, in violation of any applicable (re-) export and sanctions controls of the Federal Republic of Germany, the European Union or the United States of America. Customer agrees that the Services and resulting data, information and software will not be used directly or indirectly with or in relation to nuclear, chemical or biological weapons and missiles capable of carrying such weapons, any other military purpose, internal repression purposes, (cyber) surveillance or in relation to denied parties and activities controlled by the applicable sanction and embargo regimes.
3. Customer shall indemnify and hold POMA AI harmless from and against any and all liability, claims, proceedings, actions, fines, losses, costs, expenses and damages arising out of, connected with or resulting from Customer's infringing (by act or omission) upon the applicable export control and sanctions regulations.
4. This clause shall survive termination or cancellation of the Agreement.
Term and Termination
1. The Subscription starts with the confirmation of the Subscription by Customer via the payment provider communicated by POMA AI and continues to run until terminated by the Customer or the POMA AI in accordance with this Agreement.
2. Either party may terminate a Subscription for convenience with
  1. a notice period of one month to the end of the next month if monthly payment is agreed; or
  2. a notice period of one month to the end of the contract year if annual payment is agreed.
3. The right to extraordinary termination for cause remains unaffected. A cause is in particular deemed given
  1. if Customer is more than 2 months in arrears with the payment of a due remuneration despite a payment reminder,
  2. if a party is in breach of its confidentiality obligations in Section 10,
  3. in the event of material breaches of this Agreement that result in a loss of mutual trust; and
  4. if a party infringes a third party's Intellectual Property in connection with this Agreement.
4. If a breach of this Agreement which entitles a party to a termination for cause can be remedied, termination will only be permissible if the party in breach does not remedy the breach within thirty (30) days after receipt of a notice in writing of the breach by the other party, unless this is obsolete due to the circumstances of the case.
Amendments to the GTC

Amendments to this Agreement shall be communicated to the Customer in text form. If the Customer does not object within 6 weeks, the amendments shall be deemed accepted. In the event of objection, POMA AI may terminate the Agreement at the next possible date.
Final Provisions
1. This Agreement shall be governed exclusively by German law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
2. The exclusive place of jurisdiction shall be the POMA AI's registered office, provided the Customer is a merchant.
3. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior communications, discussions and agreements between the parties related thereto. General terms and conditions of partner will not apply except for if and to the extent expressly recognized by POMA AI in writing.
4. The assignment of rights and obligations under this Agreement is only permitted with the prior written consent of the provider. The Provider is entitled to entrust third parties with the fulfillment of the obligations under this Agreement.
5. If any provision in this Agreement is or becomes invalid, the validity of the remaining provisions shall remain unaffected.