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Terms of Service

Terms of Service

1
Subject-matter, conclusion and structure of the Agreement
1.1
WSW International GmbH, Forsthausstr. 4, 82031 Grünwald ("MultAI") is the provider of the AI productivity platform MultAI ("Platform"), that allows its users ("Customer") to access and use a variety of third-party open-source and proprietary genAI models (“AI Services”) and to manage content including prompts. Together, MultAI and the Customer are also referred to as the “Parties” or each a “Party”.
1.2
For the avoidance of doubt, MultAI itself offers no AI Services. The AI Services are provided by third-parties (“AI Providers”). The AI Services accessible via the Plattform as well as the respective AI Providers may be subject to change. A complete and updated list of the AI Services and AI Providers is available under the respective section of the MultAI website.
1.3
The Agreement comprises of these Terms of Service and the Data Processing Agreement (Annex 1) including any respective Annexes.
1.4
The Agreement is concluded upon successful completion of the registration by the Customer on the Platform (“Registration”) which comprises of the following four steps during which the End-User according to the definition in Section 3.6 signing up initially on the Platform for the Customer (“Co-Admin”) is required to enter the respective information: 1) User; 2) Company; 3) Payment; 4) Confirmation. Subsequent to the completion of the last step, MultAI sends an email to the email address provided in the course of the Registration process containing a confirmation link. By clicking on the confirmation link, the Co-Admin finally concludes the Agreement between MultAI and the Customer.
1.5
The Customer acknowledges that any AI Provider may have separate individual terms of use for their AI Service which are not part of the Agreement. When using a particular AI Service, the Customer will be required to enter into a respective agreement with the AI Provider by accepting such separate individual terms of use. MultAI will never become a party of any such agreement.
1.6
The Platform is intended exclusively for traders within the meaning of Sec. 14 German Civil Code (“BGB”).
1.7
Any Customer's general terms and conditions are excluded unless expressly accepted by MultAI in writing. This also applies where Customer issues a purchase order to MultAI referring to Customer’s general purchase terms.
2
The Platform
2.1
MultAI provides the Customer with access to the Platform via the internet during the term of the Agreement. The Platform enables End-Users as defined below under Section 3.6 to access and use the AI Services. Currently, the AI Services comprise services such as “Gemini” by AI Provider Google LLC, 1600 Amphitheatre Parkway Mountain View, CA 94043 and others. The Customer can define the AI Services approved for use in their workspace from the AI Services available in each case and choose between AI Services hosted in the European Union and AI Services hosted in other regions. The Platform transmits the Input as defined below under Section 3.6 to the selected AI Services and the Output as defined below under Section 3.7 to the Customer. The Platform also includes functions for document management and collaboration within an organizational structure such as a prompt sharing feature.
2.2
The AI Services accessible via the Plattform as well as the AI Providers may be subject to change. A comprehensive and updated list of the AI Services and AI Providers is available under the respective section of the MultAI website. Beyond the agreed scope and features the Customer has no claim to a specific arrangement or specific functionalities of the Platform.
2.3
MultAI is under no circumstances obliged to share source codes or any other template or development materials with regard to the Platform.
2.4
MultAI is responsible for the operation and maintenance of the Platform. The Customer is responsible for providing for their own internet access and any hardware (e.g. router, smart device) or software (e.g. browser, plug-ins, apps) that may be required for accessing the Platform.
2.5
The Customer is responsible for the use and configuration of the Platform safe for the case and to the extent that the Parties have expressly agreed that MultAI shall be obliged to perform specific associated services according to a specific separate agreement between the Parties.
2.6
The average availability of the Platform is 98% on an annual average, excluding necessary planned maintenance work as well as Platform interruptions which are beyond MultAI's control; in particular force majeure. If reasonably possible, MultAI will inform the Customer about planned maintenance work in reasonable time in advance in text form. However, MultAI expressly reserves the right, if necessary, to carry out unannounced maintenance work, especially if this is necessary for data and operational security.
2.7
MultAI provides the Customer via the Platform with a documentation of the Platform as well as instructions for its use electronically in English language online. The Customer is not entitled to edit, publish, broadcast or make the documentation or instructions for use publicly available.
2.8
MultAI is entitled to employ subcontractors to assist with its performance of Platforms under this Agreement including the provision of the Platform at its own discretion.
2.9
MultAI is entitled but not obliged to extend and develop the functional scope of the Platform. MultAI reserves the right to offer extensions and developments only for payment of additional fees. If the Customer purchases an extension or development for an additional fee by concluding a corresponding supplementary arrangement, the provisions of this Agreement apply accordingly to this purchase. If MultAI makes extended or additional functions available free of charge after conclusion of the Agreement, these functions provided are to be considered a voluntary Service of MultAI.
2.10
MultAI can change the functional scope of the Platform at any time to an extent that is reasonable for the Customer. The change is particularly reasonable if it becomes necessary for good cause – for example due to disruptions in the provision of services by subcontractors or for security reasons – and if the performance characteristics defined in the Agreement are essentially retained as well as the main performance obligations of MultAI. If the changes do not exclusively concern extensions of the function or not only insignificant components of the services to be provided by MultAI, MultAI will inform the Customer about the change at least four weeks before such change comes into effect by email.
2.11
The Customer acknowledges that the AI Services can be used via the Platform to the extent to which the respective AI Providers makes the AI Services available. MultAI assumes no responsibility or guarantee for the accessibility or a specific scope of functions of the AI Services. The AI Providers may change or discontinue the scope of their services at any time and, consequently, also the Platform may then have a limited functionality as regards the AI Services being accessible. MultAI is not liable to the Customer for any such limitations of the Platform caused by changes made by the AI Providers. In such case, Customer may exercise its rights to termination of the Agreement stipulated herein if the limitations are not to be deemed reasonably acceptable.
2.12
MultAI is entitled to suspend the Customer's access to the Platform if
2.12.1
there are indications that the Customer's login data has been or will be misused or that the login data has been or will be given to an unauthorised third party;
2.12.2
there are indications that third parties have otherwise gained access to the IT infrastructure provided to the Customer;
2.12.3
the suspension is necessary for technical reasons:
2.12.4
MultAI is obliged to suspend the access due to applicable laws or a court order or by order by authorities;
2.12.5
the Customer is more than six weeks in delay of payment of the Fees according to Section 5 ;
2.12.6
the Customer has entered incorrect or invalid contact details and communication between MultAI and communication with the Customer is no longer reasonably possible;
2.12.7
the Customer has deposited incorrect bank account details and a regular performance of the Customer's performance obligations is not guaranteed.
2.13
MultAI shall notify the Customer of the suspension at the latest one working day before the suspension takes effect in text or written form, provided that the notification is reasonable and suitable with the purpose of the suspension, balancing the interests of both parties.
3
Obligations and acknowledgements of the Customer
3.1
The Customer must keep the access credentials to the Platform confidential and may only make them available to authorised employees. The Customer undertakes to oblige his employees to handle the access credentials confidentially and to inform MultAI without undue delay if there is any suspicion that the access credentials could have become known to unauthorised persons. Furthermore, the Customer undertakes to observe all security measures, functional and other restrictions of the Platform. In particular the Customer is not permitted to remove, overcome, deactivate or otherwise circumvent protection or authentication mechanisms or use the Platform for purposes other than those intended as per the Agreement; in particular, the Customer is not permitted to make the Platform available to third parties.
3.2
Upon termination of the Agreement according to Section 9 the Customer is obliged to immediately and completely discontinue the use of the Platform.
3.3
The Customer has to back up their data that the Customer stores on the Platform themselves regularly and according to the respectively applicable risks, as far as this is technically possible for them.
3.4
The Customer acknowledges that the Co-Admin is authorised to receive and provide legally binding declarations in connection with the Agreement with MultAI.
3.5
The Customer grants to MultAI a non-exclusive licence without limitation in time or place to all content which it transfers to MultAI's servers in the context of the use of the Platform, to use the content to the extent necessary to perform the agreement with the Customer, in particular to copy the content and make it accessible to third parties according to the provisions of the Agreement. MultAI is entitled to grant sublicenses to its sub-contractors in performance to the extent necessary for the performance of the agreement. Furthermore, the licence is not transferable. MultAI is entitled to retain Customer content beyond the duration of the Agreement insofar as this is technically or legally necessary. In particular, MultAI is authorised to keep backup copies of the content provided by the Customer and to store temporarily or permanently such information which is required for accounting, documentation and billing purposes.
3.6
The Customer is solely responsible for any input their employees or other associated users of the Platform under the Agreement with the Customer (“End-Users”>) enter into the Platform (“Input”). The Customer guarantees and acknowledges that it shall bear the sole responsibility for that any Input or other use of the Platform by End-Users will adhere to all applicable legal regulations, including but not limited to personality rights, copyright and applicable data protection laws as well as any obligations under the EU AI Act.
3.7
The Customer acknowledges that the AI Providers are solely responsible for any output End- Users generate through their Input (“Output”). The Customer acknowledges that MultAI has no responsibility for any Output and the question whether such Output will adhere to any applicable legal regulations, including but not limited to personality rights, copyright and applicable data protection laws as well as any obligations under the EU AI Act.
3.8
The Customer ensures that End-Users will adhere to all transparency obligations under the EU AI Act including but not limited to the obligation to disclose where Output constitutes a so- called deep fake according to Art. 50 (4) of the EU AI Act.
3.9
The Customer indemnifies MultAI against all claims of third parties which these assert against MultAI in connection with the Customer’s use of the Platform. MultAI will inform the Customer without undue delay of any claims asserted by third parties and provide the information and documents necessary for defence on request. In addition, MultAI will either let the Customer defend themselves or will do so in consultation with the Customer. In particular, MultAI will neither acknowledge nor put claims asserted by third parties beyond dispute without consultation with the Customer. The provisions of this clause apply accordingly to contractual penalties as well as punitive fines and administrative fines imposed by court or official authorities, insofar as the Customer is responsible for them.
3.10
The Customer is obliged to ensure – within the limits of what is reasonably possible – that their normal business operations continue properly, even if the Platform should not be available, regardless of whether this is due to a fault of MultAI or the Customer.
4
Licence
4.1
Upon the commencement of the Term of the Agreement according to Section 9 MultAI grants to the Customer the non-exclusive, worldwide, non-transferable and non-sublicensable right, limited to the Term of the Agreement according to Section 9 and subject to full payment of the Fees according to Section 5 , to use the Platform in accordance with the Agreement (“License”).
4.2
Any components of the Platform which are subject to third-party rights, including components subject to open-source licenses disclosed to Customer, are excluded from the License.
5
Fees and Payment
5.1
The Customer pays to MultAI the fees agreed in the Agreement for the use of the Platform (“Fees”).
5.2
Unless otherwise stipulated in the Agreement, all Fees apply monthly and net plus applicable value added tax.
5.3
Invoices are issued as follows: Upon Registration the Fee is payable for the first month in advance and this date will mark the day on which the Customer will be invoiced by MultAI consequently during the following months (“Invoicing Date”). If a Co-Admin registers additional End-Users for the Platform the first respective additional share (pro rata with respect to the days left until the next Invoicing Date) of the Fee will be invoiced on the following Invoicing Date. All Fees invoiced are due upon invoicing unless the Parties have expressly agreed otherwise.

MultAI uses the payment service provider Stripe [Stripe Technology Europe, Limited is an Irish limited company. Registered number: 0599050. Registered office: 25/28 North Wall Quay, Dublin 1, D01H104] for processing the payment of Fees.

6
Warranty
6.1
For any services provided free of charge including but not limited to the provision of charge- free access to the Platform for beta testing purposes, MultAI provides warranty according to the applicable statutory provisions (Sec. 521 et seq.; 599 et seq. BGB).
6.2
In any other case, MultAI provides warranty for defects in the provision of the Platform exclusively in accordance with the following provisions.
6.3
Defects are significant deviations from the contractually agreed functional scope of the Platform.
6.4
If the Platform is defective, MultAI will, within a reasonable period and after receipt of a written notice of defect by the Customer (email is sufficient), at its choice either subsequently rectify such defect in a reasonable way and/or provide any other owed services again without defect. When using third party software which MultAI has licensed for use by the Customer, the remedy of defects consists in the procurement and installation of generally available upgrades, updates or patches. The provision of instructions for use, with which the Customer can reasonably work around defects that have occurred in order to use the Platform in accordance with the Agreement, is also deemed to be a subsequent rectification.
6.5
If the defect-free provision of the Platform fails for reasons for which MultAI is responsible, even within a reasonable period set by the Customer in written form (email is sufficient), the Customer can reduce the Fees by an appropriate amount. The right to reduce the Fees is limited to the amount of the annual fixed price for the defective part of the Platform.
6.6
If the reduction according to clause 6.5 reaches the maximum amount specified in clause 6.5 in two consecutive months or in two months of a quarter year, the Customer may terminate the Agreement for good cause.
6.7
The Customer will notify MultAI without undue delay in written form (email is sufficient) of any defects that may occur. Furthermore, the Customer will support MultAI free of charge and in a reasonable manner in the remedy of defects and will in particular provide MultAI with all information and documents which MultAI requires for the analysis and remedy of defects.
7
Liability
7.1
For any services provided free of charge including but not limited to the provision of charge- free access to the Platform for beta testing purposes, MultAI shall be liable according to the applicable statutory provisions (Sec. 521 et seq.; 599 et seq. BGB).
7.2
In all other respects MultAI shall be fully liable for intent and gross negligence and for damages caused by injury to life, body or health.
7.3
In cases of slight negligence MultAI shall be liable only for breaches of a primary contractual obligation (Kardinalpflichten according to German law). A primary contractual obligation in the meaning of this is an obligation whose fulfilment enables the performance of the Agreement and on whose performance the Customer may therefore regularly rely.
7.4
In cases according to clause 7.3 MultAI shall not be liable for lack of economic success, lost profits and indirect damages.
7.5
Liability according to the above clause 7.3 shall be limited to the typical, foreseeable damage at the time of the conclusion of the Agreement.
7.6
In the case of 7.3 , liability for damages due to loss of data is limited to the amount of data recovery that would have been incurred even if the Customer had regularly backed up the data in accordance with the respective risk.
7.7
The limitations of liability shall apply mutatis mutandis to the benefit of the employees, managing directors, agents and vicarious agents of MultAI.
7.8
Any liability of MultAI for given guarantees (which must be explicitly designated as such) and for claims based on the German Product Liability Act or applicable data protection laws remains unaffected.
7.9
Any further liability of MultAI is excluded.
8
Confidentiality
8.1
The Customer undertakes to treat confidential information and documents ("Confidential Information") of MultAI, which are either obviously to be regarded as confidential or have been designated by MultAI as confidential, as trade secrets and not to make them accessible to third parties. Third parties in the sense of this arrangement are also considered to be affiliated companies in which the Customer does not have a capital majority or a majority of votes. The Customer's employees and other third parties (including subcontractors and freelancers) mandated by the Customer are to be obligated accordingly.
8.2
Confidential Information includes in particular the Platform or parts thereof and any deliverable or other information provided in connection with its deployment and the documentation as well as all of MultAI's technologies, information provided by MultAI in the context of support requests or collaboration for the purpose of troubleshooting, as well as this Agreement including its Annex 1.
8.3
The Customer is entitled to disclose Confidential Information made available to them to third parties if and to the extent that this is indispensable for the performance of this Agreement or the exercise of contractual rights or if this is mandatory for legal or supervisory reasons. In the event of inquiries from third parties, judicial or administrative authorities concerning the disclosure of confidential information the Customer must inform MultAI without undue delay in written or text form and support MultAI in its efforts to prevent the disclosure of such Confidential Information.
8.4
The duty of secrecy does not apply if the Confidential Information was already known to the Customer before disclosure by MultAI, is generally known or becomes known without fault of the Customer, was developed by the Customer themselves without access to the Confidential Information by MultAI or is brought to the attention of the third party by a bona fide third party who is entitled to do so. The mandatory legal obligations to provide information remain reserved. If the Customer invokes one or more of the aforementioned reasons, they must prove this by presenting suitable evidence.
8.5
The duty of secrecy begins with the knowledge of the Confidential Information and continues for the entire term of this Agreement and beyond that for five years from termination or the end of the Agreement term, unless legal regulations provide for a longer duty of secrecy. The Customer guarantees, within the scope of what is legally possible, that the duties of secrecy are also binding for his successors in title, assignees and affiliated companies.
8.6
During the period of validity of this duty of secrecy confidential information must be returned without undue delay, undamaged and complete at the first request of MultAI. MultAI can also order that certain Confidential Information are being destroyed, deleted or placed in safekeeping and that the execution of this is confirmed in written form by the Customer. The above provisions in this clause apply only insofar as this does not significantly impair the use of the contractual Platform in accordance with the Agreement.
8.7
Notwithstanding the above provisions MultAI is entitled to designate the Customer as a reference Customer by mentioning the full business name and using the logo of the business name in marketing materials (including websites).
8.8
With the exception of Section 8.7 , the above provisions of Section 8 do not establish any licences under intellectual property law. All licences granted under this Agreement remain unaffected by the above provisions.
9
Term and Termination
9.1
The Agreement commences upon successful Registration and it is concluded for an unlimited period (“Term”).
9.2
The Agreement can be terminated at any time. The Customer may use the respective functionality provided on the Platform to declare their termination. MultAI shall declare such termination per email to the email address provided in the course f the Registration by the Co-Admin. Any such termination shall be effective on the next Invoicing Date.
9.3
MultAI is entitled to terminate the Agreement for good cause and immediate effect without further notice, if the Customer is more than six weeks in default of payment of the agreed fees and MultAI has notified the Customer of the possibility of a respective termination at least two weeks before such termination takes effect in text or written form.
9.4
MultAI reserves the right to suspend, restrain or discontinue individual features of the Platform for reasons other than those according to Section 2.12 under the conditions of Section 10.1 . If the Customer objects to the changes in accordance with Section 10.1 , MultAI has the right of extraordinary notice of termination on the date on which the changes come into force.
9.5
The right to termination for good cause remains unaffected for both Parties.
9.6
Upon termination of the Agreement, irrespective of its cause, MultAI will delete the Customer's personal data in accordance with Annex 1 MultAI is entitled, but not obliged, to store data for security reasons for a period of four weeks after the termination of the contractual relationship to protect the Customer from accidental loss of data. MultAI is also entitled to store data after the termination of the contractual relationship if MultAI is legally or by order of an authority obliged to do so, in particular for reasons of commercial and tax law.
10
Changes to the Agreement
10.1
The contents of the terms and conditions applicable between the Customer and MultAI can be amended as described below: MultAI will send the changed terms and conditions in text form before the planned entry into force and will point out the new regulations and the date of the planned entry into force separately. At the same time MultAI will give the Customer a reasonable period of at least two months to declare whether it accepts the changed terms and conditions for further use of the Service. If no declaration is made within this period, which begins to run from receipt of the notification in text form, the changed terms and conditions are deemed to be agreed. MultAI will inform the Customer separately of these remedies, i.e. the right to object, the objection period and the meaning of tacit admission, at the beginning of the period.
10.2
Changes relating to material contractual obligations are only permitted if these are necessary because the services provided by MultAI without the change of the material contractual obligations are necessary for reasons of IT security or due to a changed legal situation.
11
Data Protection
With regard to the personal data that MultAI processes on behalf of Customer under this Agreement, the Parties enter into the Data Processing Agreement in Annex 1 – Data Processing Agreement ("DPA"). In the event of contradictions between this agreement and the DPA, the provisions of the DPA shall prevail.
12
Miscellaneous
12.1
Unless otherwise stipulated in this Agreement, any changes and additional agreements to this Agreement must be made in written form. This also applies to this written form clause.
12.2
In case of contradictions between the Annex 1 and the Agreement, the provisions of the Annex 1 shall prevail.
12.3
The Customer can only offset against claims of MultAI or assert a right to retain if the counterclaim is undisputed or has been legally recognized or is in a synallagmatic relationship with the respective claim concerned.
12.4
The language of the Agreement is English. Any translations into other languages are for the sole purpose of convenience. In case of conflict, doubt or or ambiguity the English language version shall always prevail.
12.5
The laws of the Federal Republic of Germany apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
12.6
The exclusive place of jurisdiction over all disputes under or in connection with this Agreement is the place of the registered office of MultAI, provided that the parties of the Agreement are merchants or the Customer has no general place of jurisdiction in Germany or in another EU member state or has moved his permanent domicile abroad after these terms and conditions have come into effect or his domicile or his habitual place of residence is unknown at the time of the commencement of legal proceedings.
  1. Subject-matter, conclusion and structure of the Agreement
    1. WSW International GmbH, Forsthausstr. 4, 82031 Grünwald (“MultAI”) ‎is the provider of the AI productivity platform MultAI (“Platform”), that allows its users (“Customer”) to access and use a variety of third-party open-source and proprietary genAI models (“AI Services”) and to manage content including prompts. Together, MultAI and the Customer are also referred to as the “Parties” or each a “Party”.
    2. For the avoidance of doubt, MultAI itself offers no AI Services. The AI Services are provided by third-parties (“AI Providers”). The AI Services accessible via the Plattform as well as the respective AI Providers may be subject to change. A complete and updated list of the AI Services and AI Providers is available under the respective section of the MultAI website.
    3. The Agreement comprises of these Terms of Service and the Data Processing Agreement (Annex 1) including any respective Annexes.
    4. The Agreement is concluded upon successful completion of the registration by the Customer on the Platform (“Registration”) which comprises of the following four steps during which the End-User according to the definition in Section 3.6 signing up initially on the Platform for the Customer (“Co-Admin”) is required to enter the respective information: 1) User; 2) Company; 3) Payment; 4) Confirmation. Subsequent to the completion of the last step, MultAI sends an email to the email address provided in the course of the Registration process containing a confirmation link. By clicking on the confirmation link, the Co-Admin finally concludes the Agreement between MultAI and the Customer.
    5. The Customer acknowledges that any AI Provider may have separate individual terms of use for their AI Service which are not part of the Agreement. When using a particular AI Service, the Customer will be required to enter into a respective agreement with the AI Provider by accepting such separate individual terms of use. MultAI will never become a party of any such agreement.
    6. The Platform is intended exclusively for traders within the meaning of Sec. 14 German Civil Code (“BGB”).
    7. Any Customer’s general terms and conditions are excluded unless expressly accepted by MultAI in writing. This also applies where Customer issues a purchase order to MultAI referring to Customer’s general purchase terms.
  2. The Platform
    1. MultAI provides the Customer with access to the Platform via the internet during the term of the Agreement. The Platform enables End-Users as defined below under Section 3.6 to access and use the AI Services. Currently, the AI Services comprise services such as “Gemini” by AI Provider Google LLC, 1600 Amphitheatre Parkway Mountain View, CA 94043 and others. The Customer can define the AI Services approved for use in their workspace from the AI Services available in each case and choose between AI Services hosted in the European Union and AI Services hosted in other regions. The Platform transmits the Input as defined below under Section 3.6 to the selected AI Services and the Output as defined below under Section 3.7 to the Customer. The Platform also includes functions for document management and collaboration within an organizational structure such as a prompt sharing feature.
    2. The AI Services accessible via the Plattform as well as the AI Providers may be subject to change. A comprehensive and updated list of the AI Services and AI Providers is available under the respective section of the MultAI website. Beyond the agreed scope and features the Customer has no claim to a specific arrangement or specific functionalities of the Platform.
    3. MultAI is under no circumstances obliged to share source codes or any other template or development materials with regard to the Platform.
    4. MultAI is responsible for the operation and maintenance of the Platform. The Customer is responsible for providing for their own internet access and any hardware (e.g. router, smart device) or software (e.g. browser, plug-ins, apps) that may be required for accessing the Platform.
    5. The Customer is responsible for the use and configuration of the Platform safe for the case and to the extent that the Parties have expressly agreed that MultAI shall be obliged to perform specific associated services according to a specific separate agreement between the Parties.
    6. The average availability of the Platform is 98% on an annual average, excluding necessary planned maintenance work as well as Platform interruptions which are beyond MultAI’s control; in particular force majeure. If reasonably possible, MultAI will inform the Customer about planned maintenance work in reasonable time in advance in text form. However, MultAI expressly reserves the right, if necessary, to carry out unannounced maintenance work, especially if this is necessary for data and operational security.
    7. MultAI provides the Customer via the Platform with a documentation of the Platform as well as instructions for its use electronically in English language online. The Customer is not entitled to edit, publish, broadcast or make the documentation or instructions for use publicly available.
    8. MultAI is entitled to employ subcontractors to assist with its performance of Platforms under this Agreement including the provision of the Platform at its own discretion.
    9. MultAI is entitled but not obliged to extend and develop the functional scope of the Platform. MultAI reserves the right to offer extensions and developments only for payment of additional fees. If the Customer purchases an extension or development for an additional fee by concluding a corresponding supplementary arrangement, the provisions of this Agreement apply accordingly to this purchase. If MultAI makes extended or additional functions available free of charge after conclusion of the Agreement, these functions provided are to be considered a voluntary Service of MultAI.
    10. MultAI can change the functional scope of the Platform at any time to an extent that is reasonable for the Customer. The change is particularly reasonable if it becomes necessary for good cause – for example due to disruptions in the provision of services by subcontractors or for security reasons – and if the performance characteristics defined in the Agreement are essentially retained as well as the main performance obligations of MultAI. If the changes do not exclusively concern extensions of the function or not only insignificant components of the services to be provided by MultAI, MultAI will inform the Customer about the change at least four weeks before such change comes into effect by email.
    11. The Customer acknowledges that the AI Services can be used via the Platform to the extent to which the respective AI Providers makes the AI Services available. MultAI assumes no responsibility or guarantee for the accessibility or a specific scope of functions of the AI Services. The AI Providers may change or discontinue the scope of their services at any time and, consequently, also the Platform may then have a limited functionality as regards the AI Services being accessible. MultAI is not liable to the Customer for any such limitations of the Platform caused by changes made by the AI Providers. In such case, Customer may exercise its rights to termination of the Agreement stipulated herein if the limitations are not to be deemed reasonably acceptable.
    12. MultAI is entitled to suspend the Customer’s access to the Platform if
      1. there are indications that the Customer’s login data has been or will be misused or that the login data has been or will be given to an unauthorised third party;
      2. there are indications that third parties have otherwise gained access to the IT infrastructure provided to the Customer;
      3. the suspension is necessary for technical reasons;
      4. MultAI is obliged to suspend the access due to applicable laws or a court order or by order by authorities;
      5. the Customer is more than six weeks in delay of payment of the Fees according to Section 5;
      6. the Customer has entered incorrect or invalid contact details and communication between MultAI and communication with the Customer is no longer reasonably possible;
      7. the Customer has deposited incorrect bank account details and a regular performance of the Customer’s performance obligations is not guaranteed.
    13. MultAI shall notify the Customer of the suspension at the latest one working day before the suspension takes effect in text or written form, provided that the notification is reasonable and suitable with the purpose of the suspension, balancing the interests of both parties.
  3. Obligations and acknowledgements of the Customer
    1. The Customer must keep the access credentials to the Platform confidential and may only make them available to authorised employees. The Customer undertakes to oblige his employees to handle the access credentials confidentially and to inform MultAI without undue delay if there is any suspicion that the access credentials could have become known to unauthorised persons. Furthermore, the Customer undertakes to observe all security measures, functional and other restrictions of the Platform. In particular the Customer is not permitted to remove, overcome, deactivate or otherwise circumvent protection or authentication mechanisms or use the Platform for purposes other than those intended as per the Agreement; in particular, the Customer is not permitted to make the Platform available to third parties.
    2. Upon termination of the Agreement according to Section 9 the Customer is obliged to immediately and completely discontinue the use of the Platform.
    3. The Customer has to back up their data that the Customer stores on the Platform themselves regularly and according to the respectively applicable risks, as far as this is technically possible for them.
    4. The Customer acknowledges that the Co-Admin is authorised to receive and provide legally binding declarations in connection with the Agreement with MultAI.
    5. The Customer grants to MultAI a non-exclusive licence without limitation in time or place to all content which it transfers to MultAI’s servers in the context of the use of the Platform, to use the content to the extent necessary to perform the agreement with the Customer, in particular to copy the content and make it accessible to third parties according to the provisions of the Agreement. MultAI is entitled to grant sublicenses to its sub-contractors in performance to the extent necessary for the performance of the agreement. Furthermore, the licence is not transferable. MultAI is entitled to retain Customer content beyond the duration of the Agreement insofar as this is technically or legally necessary. In particular, MultAI is authorised to keep backup copies of the content provided by the Customer and to store temporarily or permanently such information which is required for accounting, documentation and billing purposes.
    6. The Customer is solely responsible for any input their employees or other associated users of the Platform under the Agreement with the Customer (“End-Users”) enter into the Platform (“Input”). The Customer guarantees and acknowledges that it shall bear the sole responsibility for that any Input or other use of the Platform by End-Users will adhere to all applicable legal regulations, including but not limited to personality rights, copyright and applicable data protection laws as well as any obligations under the EU AI Act.
    7. The Customer acknowledges that the AI Providers are solely responsible for any output End-Users generate through their Input (“Output”). The Customer acknowledges that MultAI has no responsibility for any Output and the question whether such Output will adhere to any applicable legal regulations, including but not limited to personality rights, copyright and applicable data protection laws as well as any obligations under the EU AI Act.
    8. The Customer ensures that End-Users will adhere to all transparency obligations under the EU AI Act including but not limited to the obligation to disclose where Output constitutes a so-called deep fake according to Art. 50 (4) of the EU AI Act.
    9. The Customer indemnifies MultAI against all claims of third parties which these assert against MultAI in connection with the Customer’s use of the Platform. MultAI will inform the Customer without undue delay of any claims asserted by third parties and provide the information and documents necessary for defence on request. In addition, MultAI will either let the Customer defend themselves or will do so in consultation with the Customer. In particular, MultAI will neither acknowledge nor put claims asserted by third parties beyond dispute without consultation with the Customer. The provisions of this clause apply accordingly to contractual penalties as well as punitive fines and administrative fines imposed by court or official authorities, insofar as the Customer is responsible for them.
    10. The Customer is obliged to ensure – within the limits of what is reasonably possible – that their normal business operations continue properly, even if the Platform should not be available, regardless of whether this is due to a fault of MultAI or the Customer.
  4. Licence
    1. Upon the commencement of the Term of the Agreement according to Section 9 MultAI grants to the Customer the non-exclusive, worldwide, non-transferable and non-sublicensable right, limited to the Term of the Agreement according to Section 9 and subject to full payment of the Fees according to Section 5, to use the Platform in accordance with the Agreement (“License”).
    2. Any components of the Platform which are subject to third-party rights, including components subject to open-source licenses disclosed to Customer, are excluded from the License.
  5. Fees and Payment
    1. The Customer pays to MultAI the fees agreed in the Agreement for the use of the Platform (“Fees”).
    2. Unless otherwise stipulated in the Agreement, all Fees apply monthly and net plus applicable value added tax.
    3. Invoices are issued as follows: Upon Registration the Fee is payable for the first month in advance and this date will mark the day on which the Customer will be invoiced by MultAI consequently during the following months (“Invoicing Date”). If a Co-Admin registers additional End-Users for the Platform the first respective additional share (pro rata with respect to the days left until the next Invoicing Date) of the Fee will be invoiced on the following Invoicing Date. All Fees invoiced are due upon invoicing unless the Parties have expressly agreed otherwise. MultAI uses the payment service provider Stripe [Stripe Technology Europe, Limited is an Irish limited company. Registered number: 0599050. Registered office: 25/28 North Wall Quay, Dublin 1, D01H104] for processing the payment of Fees.
  6. Warranty
    1. For any services provided free of charge including but not limited to the provision of charge-free access to the Platform for beta testing purposes, MultAI provides warranty according to the applicable statutory provisions (Sec. 521 et seq.; 599 et seq. BGB).
    2. In any other case, MultAI provides warranty for defects in the provision of the Platform exclusively in accordance with the following provisions.
    3. Defects are significant deviations from the contractually agreed functional scope of the Platform.
    4. If the Platform is defective, MultAI will, within a reasonable period and after receipt of a written notice of defect by the Customer (email is sufficient), at its choice either subsequently rectify such defect in a reasonable way and/or provide any other owed services again without defect. When using third party software which MultAI has licensed for use by the Customer, the remedy of defects consists in the procurement and installation of generally available upgrades, updates or patches. The provision of instructions for use, with which the Customer can reasonably work around defects that have occurred in order to use the Platform in accordance with the Agreement, is also deemed to be a subsequent rectification.
    5. If the defect-free provision of the Platform fails for reasons for which MultAI is responsible, even within a reasonable period set by the Customer in written form (email is sufficient), the Customer can reduce the Fees by an appropriate amount. The right to reduce the Fees is limited to the amount of the annual fixed price for the defective part of the Platform.
    6. If the reduction according to clause 6.5 reaches the maximum amount specified in clause 6.5 in two consecutive months or in two months of a quarter year, the Customer may terminate the Agreement for good cause.
    7. The Customer will notify MultAI without undue delay in written form (email is sufficient) of any defects that may occur. Furthermore, the Customer will support MultAI free of charge and in a reasonable manner in the remedy of defects and will in particular provide MultAI with all information and documents which MultAI requires for the analysis and remedy of defects.
  7. Liability
    1. For any services provided free of charge including but not limited to the provision of charge-free access to the Platform for beta testing purposes, MultAI shall be liable according to the applicable statutory provisions (Sec. 521 et seq.; 599 et seq. BGB).
    2. In all other respects MultAI shall be fully liable for intent and gross negligence and for damages caused by injury to life, body or health.
    3. In cases of slight negligence MultAI shall be liable only for breaches of a primary contractual obligation (Kardinalpflichten according to German law). A primary contractual obligation in the meaning of this is an obligation whose fulfilment enables the performance of the Agreement and on whose performance the Customer may therefore regularly rely.
    4. In cases according to clause 7.3 MultAI shall not be liable for lack of economic success, lost profits and indirect damages.
    5. Liability according to the above clause 7.3 shall be limited to the typical, foreseeable damage at the time of the conclusion of the Agreement.
    6. In the case of 7.3, liability for damages due to loss of data is limited to the amount of data recovery that would have been incurred even if the Customer had regularly backed up the data in accordance with the respective risk.
    7. The limitations of liability shall apply mutatis mutandis to the benefit of the employees, managing directors, agents and vicarious agents of MultAI.
    8. Any liability of MultAI for given guarantees (which must be explicitly designated as such) and for claims based on the German Product Liability Act or applicable data protection laws remains unaffected.
    9. Any further liability of MultAI is excluded.
  8. Confidentiality
    1. The Customer undertakes to treat confidential information and documents (“Confidential Information”) of MultAI, which are either obviously to be regarded as confidential or have been designated by MultAI as confidential, as trade secrets and not to make them accessible to third parties. Third parties in the sense of this arrangement are also considered to be affiliated companies in which the Customer does not have a capital majority or a majority of votes. The Customer’s employees and other third parties (including subcontractors and freelancers) mandated by the Customer are to be obligated accordingly.
    2. Confidential Information includes in particular the Platform or parts thereof and any deliverable or other information provided in connection with its deployment and the documentation as well as all of MultAI’s technologies, information provided by MultAI in the context of support requests or collaboration for the purpose of troubleshooting, as well as this Agreement including its Annex 1.
    3. The Customer is entitled to disclose Confidential Information made available to them to third parties if and to the extent that this is indispensable for the performance of this Agreement or the exercise of contractual rights or if this is mandatory for legal or supervisory reasons. In the event of inquiries from third parties, judicial or administrative authorities concerning the disclosure of confidential information the Customer must inform MultAI without undue delay in written or text form and support MultAI in its efforts to prevent the disclosure of such Confidential Information.
    4. The duty of secrecy does not apply if the Confidential Information was already known to the Customer before disclosure by MultAI, is generally known or becomes known without fault of the Customer, was developed by the Customer themselves without access to the Confidential Information by MultAI or is brought to the attention of the third party by a bona fide third party who is entitled to do so. The mandatory legal obligations to provide information remain reserved. If the Customer invokes one or more of the aforementioned reasons, they must prove this by presenting suitable evidence.
    5. The duty of secrecy begins with the knowledge of the Confidential Information and continues for the entire term of this Agreement and beyond that for five years from termination or the end of the Agreement term, unless legal regulations provide for a longer duty of secrecy. The Customer guarantees, within the scope of what is legally possible, that the duties of secrecy are also binding for his successors in title, assignees and affiliated companies.
    6. During the period of validity of this duty of secrecy confidential information must be returned without undue delay, undamaged and complete at the first request of MultAI. MultAI can also order that certain Confidential Information are being destroyed, deleted or placed in safe-keeping and that the execution of this is confirmed in written form by the Customer. The above provisions in this clause apply only insofar as this does not significantly impair the use of the contractual Platform in accordance with the Agreement.
    7. Notwithstanding the above provisions MultAI is entitled to designate the Customer as a reference Customer by mentioning the full business name and using the logo of the business name in marketing materials (including websites).
    8. With the exception of Section 8.7, the above provisions of Section 8 do not establish any licences under intellectual property law. All licences granted under this Agreement remain unaffected by the above provisions.
  9. Term and Termination
    1. The Agreement commences upon successful Registration and it is concluded for an unlimited period (“Term”).
    2. The Agreement can be terminated at any time. The Customer may use the respective functionality provided on the Platform to declare their termination. MultAI shall declare such termination per email to the email address provided in the course of the Registration by the Co-Admin. Any such termination shall be effective on the next Invoicing Date.
    3. MultAI is entitled to terminate the Agreement for good cause and immediate effect without further notice, if the Customer is more than six weeks in default of payment of the agreed fees and MultAI has notified the Customer of the possibility of a respective termination at least two weeks before such termination takes effect in text or written form.
    4. MultAI reserves the right to suspend, restrain or discontinue individual features of the Platform for reasons other than those according to Section 2.12 under the conditions of Section 10.1. If the Customer objects to the changes in accordance with Section 10.1, MultAI has the right of extraordinary notice of termination on the date on which the changes come into force.
    5. The right to termination for good cause remains unaffected for both Parties.
    6. Upon termination of the Agreement, irrespective of its cause, MultAI will delete the Customer’s personal data in accordance with Annex 1 MultAI is entitled, but not obliged, to store data for security reasons for a period of four weeks after the termination of the contractual relationship to protect the Customer from accidental loss of data. MultAI is also entitled to store data after the termination of the contractual relationship if MultAI is legally or by order of an authority obliged to do so, in particular for reasons of commercial and tax law.
  10. Changes to the Agreement
    1. The contents of the terms and conditions applicable between the Customer and MultAI can be amended as described below: MultAI will send the changed terms and conditions in text form before the planned entry into force and will point out the new regulations and the date of the planned entry into force separately. At the same time MultAI will give the Customer a reasonable period of at least two months to declare whether it accepts the changed terms and conditions for further use of the Service. If no declaration is made within this period, which begins to run from receipt of the notification in text form, the changed terms and conditions are deemed to be agreed. MultAI will inform the Customer separately of these remedies, i.e. the right to object, the objection period and the meaning of tacit admission, at the beginning of the period.
    2. Changes relating to material contractual obligations are only permitted if these are necessary because the services provided by MultAI without the change of the material contractual obligations are necessary for reasons of IT security or due to a changed legal situation.
  11. Data Protection

    With regard to the personal data that MultAI processes on behalf of Customer under this Agreement, the Parties enter into the Data Processing Agreement in Annex 1 – Data Processing Agreement(“DPA”). In the event of contradictions between this agreement and the DPA, the provisions of the DPA shall prevail.

  12. Miscellaneous
    1. Unless otherwise stipulated in this Agreement, any changes and additional agreements to this Agreement must be made in written form. This also applies to this written form clause.
    2. In case of contradictions between the Annex 1 and the Agreement, the provisions of the Annex 1 shall prevail.
    3. The Customer can only offset against claims of MultAI or assert a right to retain if the counterclaim is undisputed or has been legally recognized or is in a synallagmatic relationship with the respective claim concerned.
    4. The language of the Agreement is English. Any translations into other languages are for the sole purpose of convenience. In case of conflict, doubt or or ambiguity the English language version shall always prevail.
    5. The laws of the Federal Republic of Germany apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
    6. The exclusive place of jurisdiction over all disputes under or in connection with this Agreement is the place of the registered office of MultAI, provided that the parties of the Agreement are merchants or the Customer has no general place of jurisdiction in Germany or in another EU member state or has moved his permanent domicile abroad after these terms and conditions have come into effect or his domicile or his habitual place of residence is unknown at the time of the commencement of legal proceedings.

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Learn how we helped 100 top brands gain success

Learn how we helped 100 top brands gain success