General Terms of Use

1. Scope/Contracting parties

1.1. These general terms of use (GTU) govern the use of the plural.io platform provided by Humanizing Technologies GmbH, In der Trift 1, 57462 Olpe, Germany (hereinafter “HT”).

1.2. They apply towards any natural person, legal entity or partnership with legal capacity acting in the exercise of its commercial or independent professional activity when entering into a contract with HT (hereinafter “CUSTOMER”).

1.3. HT and CUSTOMERS are also referred to jointly as the PARTIES and individually as a PARTY.

1.4. In the event of contradictions between provisions of these GTU and a product description, these GTU prevail. This applies unless the PARTIES expressly agree on a deviation with specific reference to the general provision to be amended.

1.5. Deviating terms and conditions of the CUSTOMER do not become part of the contractual relationship, even if they are not expressly rejected.

2. Definitions

2.1. For the purposes of these GTU, the following terms and abbreviations each have the meanings conclusively defined below:

2.2. HT AVATARS means interactive digital service agents with and through which actions and interactions with users can be carried out on the PLURAL.IO PLATFORM within the scope of USE CASES, using the functions and forms of expression provided for this purpose by the platform, and which are available on the PLURAL.IO PLATFORM for the CUSTOMER’s use or are created by HT on the CUSTOMER’s behalf.

2.3. LIVE MODE means the USE CASE related presentation, appearing on (end) devices via a link, of actions and interactions of and with HT AVATARS on and via the PLURAL.IO PLATFORM from the users’ perspective.

2.4. PLURAL.IO IFRAME means an HTML element by which a USE CASE related presentation of actions and interactions of and with HT AVATARS on and via the PLURAL.IO PLATFORM from the users’ perspective is embedded as an independent document in a defined area of browsers.

2.5. PLURAL.IO PLATFORM means the low-code platform developed and operated by HT which offers a large number of functions that make it possible to implement USE CASES using HT AVATARS without programming knowledge, or to adapt HT standard products to one’s own requirements, including all HT AVATARS, FLOWS, FLOW CONTENT, LIVE MODES, PLURAL.IO IFRAME and APIS. The platform is hardware-independent and can be used via any common browser.

2.6. PLURAL.IO ACCOUNTS means accounts giving the CUSTOMER access to the PLURAL.IO PLATFORM in order to be able to use the PLURAL.IO PLATFORM.

2.7. FLOW means the organisation and definition of actions and interactions of and with HT AVATARS for a USE CASE on and via the PLURAL.IO PLATFORM, using the options and tools provided for this purpose on the PLURAL.IO PLATFORM.

2.8. FLOW CONTENT means everything inserted and implemented in FLOWS, such as texts, photos, graphics, logos, information, scripts, plugins, commands, APIs, chats, databases, functions, etc.

2.9. HARDWARE means, for example, computers, cameras, barcode readers, credit card terminals, key card encoders, etc. which may be required on the CUSTOMER’s side in connection with the use of the PLURAL.IO PLATFORM.

2.10. API means programming interfaces enabling the PLURAL.IO PLATFORM to be connected to third-party programs.

2.11. USE CASE means a (CUSTOMER) project set up on the PLURAL.IO PLATFORM for the deployment of HT AVATARS.

2.12. USER INPUT means APIs, FLOWS, FLOW CONTENT and HT AVATARS for which the CUSTOMER is responsible.

2.13. GO’S means digital processes in the PLURAL.IO PLATFORM which measure and calculate individual elements, speech generation, speech understanding and additional features.

2.14. SEPARATE SUPPLEMENTARY AGREEMENT means any form of agreement the PARTIES conclude with reference to these GTU (including, for example, by offer and order confirmation or by confirmation via invoice).

3. Subject matter of the contract

3.1. The subject matter of the contract between the PARTIES is the use of the PLURAL.IO PLATFORM in accordance with the provisions of these GTU, within the agreed scope of use and functions, in return for payment of the agreed remuneration.

3.2. HARDWARE and support services are not part of the subject matter of the contract. Where the CUSTOMER wishes to obtain HARDWARE or to agree on support services, these must be agreed in a SEPARATE SUPPLEMENTARY AGREEMENT.

3.3. Other services, such as the installation and configuration of software or the instruction and training of the CUSTOMER or its employees, are not part of the subject matter of the contract, but may be agreed between the PARTIES in a SEPARATE SUPPLEMENTARY AGREEMENT.

4. Registration/Conclusion of contract/Individual contracts

4.1. The presentation of the PLURAL.IO PLATFORM, for example on HT’s websites, in brochures, advertising, etc., or in the context of a trial provision, is made without obligation for advertising purposes and merely constitutes an invitation to the CUSTOMER to submit an offer.

4.2. In order to use the PLURAL.IO PLATFORM, a CUSTOMER generally sets up a PLURAL.IO ACCOUNT. A contract comes into being upon set-up. The creation of the PLURAL.IO ACCOUNT and the use of the PLURAL.IO PLATFORM are free of charge; individual functions are subject to a fee. HT may provide for a trial period in which the CUSTOMER can test chargeable functions free of charge. HT may restrict these services or end the trial period at any time without giving reasons. The CUSTOMER has no claim to the conclusion of further contracts regarding the PLURAL.IO PLATFORM.

4.3. Where HT gives the CUSTOMER the opportunity to place an order via an online shop or in the PLURAL.IO PLATFORM, the CUSTOMER submits a binding offer to conclude a contract for the products (where applicable, those it has placed in the “shopping cart”) by clicking the “Order subject to payment” button. The CUSTOMER then first receives a non-binding confirmation that its order has been received (“acknowledgement of receipt”).

4.4. Where required, HT may prepare an individual proposal for CUSTOMERS. Such proposals are not legally binding and constitute an invitation to the CUSTOMER to submit a binding offer. The contract comes into being when HT accepts the offer sent by the CUSTOMER in text form, or when HT begins performing the contract by activating the PLURAL.IO PLATFORM in response to an offer.

5. PLURAL.IO ACCOUNTS and access data

5.1. HT will activate the number of PLURAL.IO ACCOUNTS required to use the PLURAL.IO PLATFORM for the CUSTOMER.

5.2. The PLURAL.IO ACCOUNTS are not tied to individuals. They may be used by different employees of the CUSTOMER. Access data (such as passwords) may not be passed on to third parties who are not employees of the CUSTOMER. It must be kept protected from access by third parties. For security reasons, access data should also be changed when first put into operation and at regular intervals thereafter. If there is reason to suspect that unauthorised persons have obtained knowledge of the access data, the CUSTOMER must change it without delay. The CUSTOMER is liable for all consequences of third-party use where it is responsible for a misuse of access data.

5.3. In the event of breaches of this contract, HT is entitled to withdraw the CUSTOMER’s access to the PLURAL.IO PLATFORM. This applies in particular in the case of unauthorised disclosure of access data. Any claims of the CUSTOMER, for example for reimbursement of remuneration, are excluded.

6. Use of the PLURAL.IO PLATFORM

6.1. Upon payment of the agreed remuneration, the CUSTOMER is entitled to use the PLURAL.IO PLATFORM within the agreed scope of use and functions.

6.2. The CUSTOMER is not entitled to transfer, sell, lend, rent out or otherwise sub-license the PLURAL.IO PLATFORM to third parties, or to modify or edit the PLURAL.IO PLATFORM. Decompilation is not permitted unless expressly allowed by law.

6.3. If the CUSTOMER culpably breaches one of the above provisions, the (usage) rights granted to the CUSTOMER automatically revert to HT. In this case the CUSTOMER is no longer entitled to use the PLURAL.IO PLATFORM. Any claims of the CUSTOMER, for example for reimbursement of remuneration, are excluded.

6.4. So that HT can enable the CUSTOMER to use the PLURAL.IO PLATFORM within the agreed scope of use and functions, the CUSTOMER permits HT to use information and data which the CUSTOMER collects with the PLURAL.IO PLATFORM for this purpose. HT is furthermore entitled to keep this information and data in a backup system or separate backup data centre, to make changes to the data structure or data format in order to remedy any faults, and to use it to improve, further develop and simplify the PLURAL.IO PLATFORM.

7. Use of HT AVATARS

7.1. During the term of the contract, HT AVATARS may be used on the PLURAL.IO PLATFORM within the scope of the USE CASES, with the functions and forms of expression provided by the platform, in the agreed scope of use and functions. Any use of HT AVATARS outside the PLURAL.IO PLATFORM requires HT’s consent. The PARTIES may make provisions on this in SEPARATE SUPPLEMENTARY AGREEMENTS.

7.2. The CUSTOMER warrants that HT AVATARS are not used by third parties without HT’s consent.

8. Use of FLOWS

8.1. The CUSTOMER may use FLOWS for its own USE CASES during the term of the contract on the PLURAL.IO PLATFORM within the agreed scope of use and functions. Using FLOWS for third parties’ USE CASES on the PLURAL.IO PLATFORM is permitted as long as those third parties agree the chargeable use of the PLURAL.IO PLATFORM with HT. Deviating provisions may be set out in SEPARATE SUPPLEMENTARY AGREEMENTS.

8.2. The CUSTOMER alone is responsible for FLOWS; HT assumes no responsibility and no liability whatsoever in this respect.

9. Use of LIVE MODES and PLURAL.IO IFRAMES

9.1. The CUSTOMER decides freely on which (end) devices the LIVE MODE appears, as well as on the embedding of the PLURAL.IO IFRAME.

10. Remuneration

10.1. The remuneration to be paid by the CUSTOMER to HT for the agreed scope of use and functions of the PLURAL.IO PLATFORM, and its due date, are set out in HT’s offer.

10.2. The remuneration is understood to be exclusive of applicable statutory value added tax. Unless the offer provides otherwise, fees are payable in advance.

10.3. The CUSTOMER is not entitled to set off against HT’s claims or to assert a right of retention. This does not apply where its counterclaims have been established with final legal effect or are undisputed, or where they are in a reciprocal relationship with the offset claim of HT (in particular where the counterclaim arises from the same contractual relationship, including claims to which the CUSTOMER is entitled on the basis of notices of defects).

10.4. The remuneration for individual chargeable functions is billed in GO’S. This applies in particular to interactions — that is, communicative acts between an avatar and a person. If GO’S are used up or have expired, the functions billed in GO’S are not carried out.

10.5. GO’S can be purchased via the PLURAL.IO PLATFORM, but also via authorised HT partners. GO’S may be purchased on a one-off or recurring basis in the form of a subscription model. The purchase period is set out in the product description.

10.6. GO’S have a limited period of validity. Unless the product description provides otherwise, the period of validity is one month. Unused GO’S expire at the end of the period of validity.

11. Availability of the PLURAL.IO PLATFORM

11.1. The PLURAL.IO PLATFORM is accessible seven days a week, 24 hours a day, with an availability of at least 99 % per calendar year (annual average). Availability is calculated as follows: availability = (total time − total downtime) / total time * 100. Excluded from this are up to 3 scheduled maintenance windows per month, provided these are announced 3 days in advance and do not exceed 3 hours. Restrictions under clause 11.2 are likewise not included in the calculation.

11.2. HT is entitled to restrict services temporarily where this is necessary for reasons of the interoperability of services, data protection, to combat spam or computer viruses, worms, trojans, hacking/DoS attacks or similar, to prevent erroneously or unintentionally triggered interactions, or to carry out operationally required or technically necessary work.

12. Further development, remedying of defects, updates and upgrades relating to the PLURAL.IO PLATFORM

12.1. HT will use its best efforts to adapt the PLURAL.IO PLATFORM to the current state of the art.

12.2. The CUSTOMER must download error corrections and/or updates by way of updates, upgrades and/or new versions which are notified to the CUSTOMER, or activate them via the PLURAL.IO PLATFORM, where this is technically necessary.

12.3. The obligation to remedy defects and to maintain the platform does not include adapting the PLURAL.IO PLATFORM to changed operating conditions or to technical and functional developments, such as changes to the CUSTOMER’s IT environment (in particular changes to the hardware or software environment including the operating system, adaptation to the range of functions of competing products, or establishing compatibility with new data formats). The CUSTOMER has no claim to the provision of updates that serve to extend functionality (“upgrades”), unless this is agreed between the PARTIES in a SEPARATE SUPPLEMENTARY AGREEMENT.

12.4. Even in the absence of a defect, HT is entitled to adapt the PLURAL.IO PLATFORM to the current state of the art and to technical developments, or to make changes for this purpose, in order to be able to maintain the security and functionality of the PLURAL.IO PLATFORM towards the CUSTOMER and other users, including with regard to changing operating systems (hereinafter “further developments”). This also includes further developments arising from ideas or feature requests originating in the present contractual relationship.

12.5. If additional and/or changed technical requirements arise as a result of a further development or of technical developments, the CUSTOMER must adapt the technical prerequisites where this is reasonable for it. Maintaining a hardware and software environment launched on the market less than three years ago is deemed reasonable. If an adaptation is unreasonable, there is good cause for termination within the meaning of clause 16.2.

13. USER INPUT

13.1. With regard to USER INPUT, the CUSTOMER warrants its lawfulness. The CUSTOMER will not create any unlawful USER INPUT, in particular no USER INPUT that infringes provisions of the German Criminal Code (StGB), the protection of minors (e.g. the Protection of Young Persons Act), the Interstate Treaty on the Protection of Minors in the Media (JMStV), the Interstate Treaty on Gambling or the Medicinal Products Act. The CUSTOMER will not create movement or behaviour patterns that cause HT AVATARS to display conduct which would be unlawful if displayed by a human being.

13.2. The CUSTOMER declares that it holds all rights in the USER INPUT that are required for its use on the PLURAL.IO PLATFORM. This concerns in particular copyright usage and neighbouring rights, name, trade mark, title and identifier rights, as well as personality rights.

13.3. The CUSTOMER grants HT all usage rights in the rights named in clause 13.2 and in the USER INPUT to the extent necessary for HT to be able to perform the services agreed with the CUSTOMER.

13.4. HT reserves the right to check the USER INPUT on a random basis with regard to the obligations set out in the preceding paragraphs and, where a breach is suspected, to block the display of the USER INPUT. If the breach is confirmed, this constitutes grounds for termination under clause 16.2. HT has the right, but not the obligation, to check USER INPUT for compliance with the above obligations.

13.5. HT is entitled to use USER INPUT — including commercially — for the use, improvement, further development and simplification of the PLURAL.IO PLATFORM and on the PLURAL.IO PLATFORM.

14. Other obligations of the CUSTOMER

14.1. HT provides no support and no maintenance for products and services of any third-party providers used by the CUSTOMER. This includes the HARDWARE and hardware-side troubleshooting, the installation of regular updates, the administration of third-party software and systems, the functionality of external peripherals connected to third-party software and systems, and the continuous functionality of the CUSTOMER’s software and systems. The CUSTOMER will inform HT immediately of any problems arising and will, where necessary, take all measures required to ensure the smooth functioning of this software and these systems.

14.2. The PLURAL.IO PLATFORM may only be used within the agreed scope of use and functions and only within the framework of applicable law and these GTU. No infringements or breaches of law may be committed through the use of the PLURAL.IO PLATFORM and/or by means of the PLURAL.IO PLATFORM. The CUSTOMER must ensure that the use of the PLURAL.IO PLATFORM does not cause harm to HT or to third parties. The CUSTOMER is solely liable for infringements and breaches of law committed by it.

14.3. The CUSTOMER must take security precautions corresponding to the current state of the art against all types of data loss, data corruption and data impairment, transmission errors and operational disruptions. The CUSTOMER must keep the systems it uses free of viruses. The CUSTOMER must carry out data backups corresponding to the current state of the art at intervals appropriate to the application in order to protect against data loss, data corruption and data impairment.

14.4. The CUSTOMER is obliged to notify HT of defects in the PLURAL.IO PLATFORM in writing without delay after discovering them, describing the time at which the defects occurred and the more detailed circumstances of their occurrence. The CUSTOMER will likewise notify HT without delay of claims and demands asserted by third parties.

14.5. The CUSTOMER is obliged to cooperate in identifying and remedying faults. In particular, it is obliged to support HT in reproducing faulty behaviour, taking account of HT’s instructions on problem analysis, and to forward to HT all information available to it that is necessary to remedy the disruption.

14.6. If the CUSTOMER breaches the obligations under this clause and the obligations applicable to it, the CUSTOMER is obliged to compensate the damage arising as a result.

14.7. The CUSTOMER is aware that fulfilment by the CUSTOMER of the obligations set out in these GTU, in particular the obligations listed in this clause, is a prerequisite for HT’s fulfilment of its contractual obligations. Should HT be unable to fulfil, or partly unable to fulfil, obligations incumbent on it under this contract because the reason for the non-fulfilment is the (partial) non-fulfilment of obligations of the CUSTOMER and/or of third parties which are to be fulfilled by the CUSTOMER under these GTU, HT’s claim against the CUSTOMER for payment of remuneration remains unaffected.

14.8. The CUSTOMER confirms that it has fully familiarised itself with, and understood, the range of functions and services of the PLURAL.IO PLATFORM.

14.9. In connection with communication and marketing measures, the PARTIES will respect the standing and reputation of the other PARTY and will not cause it any harm.

15. Indemnification

15.1. The CUSTOMER indemnifies HT and its agents against all third-party claims, including the reasonable costs of legal defence, which result from a culpable unlawful and/or contractually non-compliant use of the PLURAL.IO PLATFORM by the CUSTOMER and from culpable breaches of these GTU, which occur with its approval, or which arise from other legal disputes connected with the use of the PLURAL.IO PLATFORM. If the CUSTOMER becomes aware of such a breach, it is obliged to inform HT without delay.

16. Contract term, termination, ending of the contract

16.1. If the agreed period of use is one month, the term of the contract is extended by a further month in each case, unless the contract is terminated with 10 days’ notice to the end of the month. For contracts with a term of one year or longer, the contract is extended by a further year in each case, unless the contract is terminated three months before the end of the one-year term.

16.2. Each PARTY’s right to terminate the contract without notice for good cause remains unaffected. HT is entitled to terminate without notice in particular if the CUSTOMER fails to make payments due despite a reminder and the setting of a grace period, or breaches the contractual provisions on the use of the PLURAL.IO PLATFORM. Termination without notice requires that the other PARTY be warned in writing and requested to remedy the alleged cause for termination without notice within a reasonable time.

16.3. HT is further entitled to terminate the contract without notice for good cause if (i) insolvency proceedings are opened in respect of the CUSTOMER’s assets, or (ii) a majority interest in the CUSTOMER is transferred to a competitor of HT.

16.4. Any termination must be made in writing.

16.5. After the contract ends, the CUSTOMER is no longer entitled to use the PLURAL.IO PLATFORM.

17. Force majeure

17.1. HT is released from its obligation to perform in cases of force majeure. Force majeure means all unforeseeable events as well as events whose effects on the performance of the contract are not the responsibility of either PARTY. These events include in particular — without this being an exhaustive list — natural disasters, industrial action, including at third-party businesses, interruption of the electricity, telecommunications and internet supply, as well as measures taken by public authorities.

18. Liability

18.1. HT is liable in any event for damage incurred where this is based on a breach of duty for which HT is liable irrespective of fault under the provisions of the German Product Liability Act or on the basis of a contractual agreement (in particular the assumption of a guarantee as to quality).

18.2. HT’s liability irrespective of fault for an initial defect in the HT SERVICES (section 536a (1), first alternative, of the German Civil Code) is excluded.

18.3. If HT culpably breaches a material contractual obligation whose fulfilment is what makes the proper performance of the contract possible in the first place, and on whose observance the CUSTOMER may regularly rely, HT is liable for the damage arising as a result.

18.4. In the case of slight negligence, HT’s liability is limited to compensation for damage typical of the contract and foreseeable.

18.5. HT’s liability for damage arising because the CUSTOMER breaches its obligations to cooperate, to provide information or other obligations is excluded. This applies in particular to the CUSTOMER’s obligation to back up data; if data losses occur at the CUSTOMER in this respect, liability is limited to the damage that would also have occurred had data been backed up properly.

18.6. In the case of a breach of other obligations, liability on the part of HT is excluded.

18.7. The limitations of and exclusions from liability in this clause do not apply to damage arising from injury to life, body or health based on an intentional or negligent breach of duty by HT, its legal representatives or its agents, or to other damage based on an intentional or grossly negligent breach of duty by the aforementioned group of persons, including the fraudulent concealment of a defect.

18.8. Where liability on the part of HT is excluded or limited, this also applies to claims against its officers, employees or agents.

19. Data protection

19.1. HT processes personal data in accordance with the privacy notice which the CUSTOMER can view at any time at humanizing.com/en/privacy.

19.2. Unless this has already happened before the contract was concluded, the CUSTOMER is obliged to take note of this privacy notice without delay. HT will obtain any consents that may be required for individual processing operations separately from the CUSTOMER.

19.3. The CUSTOMER agrees that, in the course of providing its services, HT processes personal data of the CUSTOMER and/or of the authorised users within the framework of processing on behalf of a controller pursuant to Art. 28 et seq. of the EU General Data Protection Regulation, in accordance with the data processing agreement contained in the annex to these GTU.

20. Confidentiality

20.1. The PARTIES undertake to treat the content of this contract as confidential. They further undertake to maintain mutual secrecy regarding each other’s operational and business affairs which become known in connection with the performance of this contract.

20.3. All confidentiality obligations agreed in this contract survive the end of this contract.

21. Transfer of rights and obligations

21.1. The CUSTOMER may transfer this contract, or rights and obligations under this contract, to a third party only with HT’s prior written consent.

21.2. HT is entitled to make use of third parties in performing this contract.

22. Final provisions

22.1. All questions in connection with these terms of use are governed by the law of the Federal Republic of Germany, excluding the conflict-of-law rules of German private international law. The exclusive place of jurisdiction for all disputes arising from these terms of use is HT’s registered office, unless an exclusive place of jurisdiction is established by law.

22.2. Should a provision of these terms of use be or become invalid, the validity of the remaining provisions is not affected thereby. These terms of use bind and entitle the PARTIES and any legal successors. The PARTIES undertake to impose their obligations under this contract on any legal successors.