Lovelaice End User License Terms

1. General | Scope

1. These Lovelaice End User License Terms (including Schedule A) ("Terms") apply to all contracts between Lovelaice GmbH, Kemptener Straße 64, 87600 Kaufbeuren, Germany ("Lovelaice") and its customers ("Customers") to whom Lovelaice provides access to its Services (as defined below).
2. These Terms shall govern each ordering document or any online, email or in-app ordering process that references these Terms (each an "Order"). The terms of each Order shall incorporate these Terms and shall form a separate services contract with respect to the Services under that Order (a "Services Contract").
3. These Terms shall also serve as a framework for future contracts between Lovelaice and Customer even if they are not specifically referred to. These Terms shall be deemed accepted by Customer upon the first use of the Services by Customer.
4. These Terms apply to the exclusion of any other terms unless Lovelaice consents to such other terms in writing.
5. The terms "written", "in writing", "written form" or similar terms used in these Terms shall refer to "in writing" within the meaning of § 126 German Civil Code. The electronic exchange of copies of manually signed documents as well as electronically signed documents using a simple electronic signature (such as provided by DocuSign or Adobe Sign) shall be sufficient therefor. Unless stated otherwise in these Terms, simple emails shall not be sufficient.
6. Unless stated otherwise in these Terms, notices and declarations submitted by Customer to Lovelaice (e.g. termination notices or setting of deadlines), shall be made at least in "text form" within the meaning of § 126b German Civil Code to be valid (email suffices).
7. References herein to the application of statutory provisions shall be for clarification purposes only. Consequently, statutory provisions shall apply even without such clarification provided that they are not directly amended by or expressly excluded in these Terms.

2. License Grant | New Versions

1. Subject to the terms of the Services Contract, Lovelaice grants to Customer, during the Initial Term and any Renewal Term, a non-exclusive, non-transferable, non-sublicensable, world-wide right and license to use the Lovelaice software solution, a platform that enables product teams to experiment with, evaluate, and compare AI models, prompts, and configurations for the purpose of validating AI-powered product features, including any related websites and services as specified in the Order (collectively the "Services") for Customer's purposes only. Lovelaice provides the Services as described in the relevant description on Lovelaice's website including the user on-boarding process (if any), the frequently asked questions sections and any other Services documentation, as updated from time to time, and as available at a specified URL, as attached to the Order, or as otherwise made available to Customer ("Documentation").
2. The Services may be offered free of charge with limited functionalities ("Free Services") or against payment of a Service Fee (as defined below) with certain agreed functionalities ("Paid Services") each as specified in the Order. The scope and availability of features may differ between Free Services and Paid Services.
3. Lovelaice may downgrade, limit or otherwise modify Free Services at any time without notice. Subject to Clause 15, no guarantee, indemnity, Maintenance or Support (as defined below) and availability obligations of Lovelaice shall apply to Free Services. Free Services are not a guarantee of (future) product features of Paid Services.
4. Lovelaice may grant Customer trial access to Paid Services for a period determined by Lovelaice in its sole discretion ("Trial Use"). Lovelaice may downgrade, limit or otherwise modify the Services provided for Trial Use at any time without notice, and no guarantee, indemnity, Maintenance or Support obligations of Lovelaice shall apply to Trial Use. Lovelaice may terminate Trial Use at any time. Trial Use is not a guarantee of certain product features.
5. Lovelaice may implement new versions of the Services including, but not limited to, changes that effect modifications to the design, operational method, technical specifications, systems, and other functions of the Services, at any time in accordance with applicable law, in particular to the extent that such changes are necessary to maintain the contractual compliance of Paid Services or for compelling technical, economic or legal reasons.
6. Lovelaice may engage subcontractors, including third-party software suppliers, for the performance of its obligations related to the Services Contract.

3. Conclusion of an Order

1. To use the Services, the Customer must create a user account by accepting these Terms, providing required personal details, and setting a password via Lovelaice's online registration form. Creating the user account forms a binding contract between the Customer and Lovelaice for the use of Free Services.
2. Customer must be at least 18 years of age to create a user account and/or to place an Order. If Customer is considered to be underaged by applicable law, Customer may only create a user account and/or place an Order if Customer is at least 16 years of age and Customer's legal representatives have provided their prior written consent. Lovelaice may ask Customer to present proof of its identity, its legal age, and/or of its legal representatives' consent at any time.
3. To use Paid Services, Customer may place an Order with Lovelaice through Customer's user account. Lovelaice's offers for Paid Services are non-binding. By placing an Order, Customer makes a binding offer to conclude a contract. The ordering process includes the following steps: selecting an option, reviewing/correcting the selection, entering required data, choosing a payment method, and submitting the Order via the order button. The offer becomes binding for both parties only when Lovelaice accepts it by email. The Order confirmation includes details of the Order and an Order number.
4. Customer may save these Terms and any other terms and conditions applicable to the Order. Lovelaice will not store the contract text (these Terms and the terms of the Order) after the Order is concluded.

4. License Restrictions

1. Customer shall not (and shall not permit any third party to) directly or indirectly: (A) sublicense, sell, resell, transfer, assign, distribute, share, lease, rent, outsource, or commercially exploit the Services; (B) copy the Services onto any public or distributed networks; (C) decompile, reverse engineer or disassemble the Services, or otherwise attempt to discover any source code, object code or underlying structure, ideas, know-how or algorithms or other operational mechanisms of the Services, in each case, unless permitted by mandatory law; (D) modify, adapt, translate or create derivative works based on the Services; (E) alter any proprietary notices within the Services; (F) use the Services beyond the license scope set forth in Clause 2; or (G) use the Services to (i) store, download or transmit infringing, libelous, or otherwise unlawful or tortious material, or malicious code or malware; (ii) engage in phishing, spamming, denial-of-service attacks or other fraudulent or criminal activity; (iii) interfere with or disrupt the integrity or performance of third party systems or data; (iv) gain unauthorized access to Lovelaice's systems or networks; or (v) perform penetration testing, vulnerability assessments or other security assessments.
2. Customer shall not export or re-export any Services or related data in violation of any applicable laws and regulations. In particular, Customer shall comply with any sanctions imposed by the Federal Republic of Germany, the European Union, the United Nations and the United States of America, unless this would conflict with applicable mandatory anti-boycott statutes. Customer shall obtain all necessary customs, import, or other governmental authorizations at its own expense.
3. Customer warrants that (A) the Services will not be used in countries to which an export and/or re-export is prohibited by any export and/or re-export control laws and regulations of the European Union, the United States, or other applicable jurisdictions, and (B) Customer is not considered a denied, prohibited or restricted party under any such laws and regulations or any official lists.
4. The Services may only be used by Customer in full compliance with all applicable laws and regulations.
5. Lovelaice may prohibit any use of the Services it deems to be in violation of this Clause 4.

5. Customer's Responsibilities | Integration of LLMs

1. Customer shall be responsible for obtaining and maintaining any technical equipment and related ancillary services required to receive the Services at its own cost, including, but not limited to, hardware and software (collectively "Equipment"), as well as networks and internet connections. Customer shall maintain the security of the Equipment.
2. Customer shall keep the information in its user account up to date and correct. Customer shall ensure that user identities, passwords and similar access credentials for the Services are used and stored in a secure manner, cannot be accessed and used by third parties and are immediately changed if compromised.
3. Customer shall notify Lovelaice of any unauthorized disclosure of such user identities, passwords or similar access credentials, and any unauthorized use or breach of security of the Services. Customer shall be liable for any unauthorized use of the Services through its user account.
4. Customer shall be liable for all data, personal identifiable information and any other material generated, displayed, posted, uploaded, stored, exchanged or transmitted by Customer on or through the Services ("Customer Data").
5. Lovelaice cannot control the information submitted by Customer during their use of the Services and does not guarantee the accuracy of any such information. Lovelaice may, without notice or liability, investigate any complaints or suspected violations of the Services Contract including these Terms and may take any legal action and/or technical measures that it believes are appropriate, including, but not limited to, rejecting, refusing to post, or removing any Customer Data or other data, to the extent technically feasible, or restricting, suspending, or terminating Customer's access to the Services.
6. The Services may allow Customer to integrate, connect to, or use third-party large language models or artificial intelligence services ("LLMs") provided by third-party providers.
7. Unless expressly agreed otherwise in writing, any such LLMs are not part of the Services provided by Lovelaice. Any agreement governing the use of such LLMs, including pricing, usage limits, availability, and applicable terms, is entered into directly between Customer and the respective third-party provider.
8. Customer remains solely responsible for all usage of LLMs, including but not limited to prompts, inputs, outputs, token consumption, costs, compliance with applicable laws, and adherence to the third-party provider's terms.

6. Maintenance and Support for Paid Services

1. Subject to Customer's payment of the Service Fees, Lovelaice shall provide Maintenance and Support for Paid Services as specified in the Order. "Maintenance" shall mean Lovelaice's commercially reasonable efforts to provide error resolution, bug fixes as well as updates and upgrades generally made available by Lovelaice in its sole discretion. "Support" shall mean Lovelaice's commercially reasonable efforts to respond to Customer's support requests by documenting and troubleshooting issues and providing technical and non-technical assistance.
2. Lovelaice provides Support to the Customer via email through support@lovelaice.com, from Monday to Friday 9:00 am to 5:00 pm (CET), excluding public holidays in the State of Bavaria, Germany.
3. Lovelaice shall use commercially reasonable efforts to provide Maintenance for Paid Services in order to minimize Service errors and interruptions. Customer may notify Lovelaice of any errors via support@lovelaice.com. Lovelaice shall use commercially reasonable efforts to timely correct any notified errors, subject to (A) the Customer providing a detailed description of the error and its reproducibility to Lovelaice, and (B) depending on the priority of the error to be reasonably determined by Lovelaice in its sole discretion. Lovelaice does not guarantee specific response times, resolution times, or service levels unless expressly agreed in writing in an Order or separate service level agreement (SLA).

7. Availability of Paid Services

1. Subject to Customer's payment of the Service Fees, Lovelaice shall make Paid Services available to Customer in accordance with this Clause 7.
2. Lovelaice shall use commercially reasonable efforts to ensure a high availability of Paid Services excluding any temporary unavailability for scheduled or for unscheduled Maintenance, and unavailability for causes beyond Lovelaice's reasonable control. Lovelaice shall use commercially reasonable efforts to provide advance notice of any scheduled service disruption.

8. Additional Services

1. Subject to these Terms and payment of any applicable Service Fees, Lovelaice shall provide additional professional services to the extent described in an Order ("Additional Services").
2. Unless specified otherwise in the relevant Order, the Additional Services are services within the meaning of § 611 German Civil Code. Additional Services shall be rendered on a one-time fee or a time and materials basis.
3. Customer shall provide reasonable cooperation and information as necessary to enable Lovelaice to perform the Additional Services. If Lovelaice's staff provide Additional Services to Customer, no lease of personnel (Arbeitnehmerüberlassung) shall occur. Customer's staff or representatives shall not instruct Lovelaice's staff directly. Lovelaice retains sole discretion over its resource utilization (including its staff) and performance plan when providing the Additional Services.
4. Customer shall reimburse Lovelaice for travel and other expenses (at cost) incurred in connection with the Additional Services (if any).
5. Additional Services shall be performed on business days (i.e. Monday through Friday, excluding national holidays, during normal working hours, in the location where Additional Services are provided).

9. Payment of Fees

1. Customer shall pay the fees for Paid Services and the Additional Services as described in the Order for the Services ("Service Fees").
2. Lovelaice may change the Service Fees for the following Renewal Term upon at least 60 days' prior notice to the end of the Initial Term or the end of the then current Renewal Term.
3. Unless specified otherwise, Customer shall make all payments via the payment methods offered by Lovelaice.
4. Lovelaice may suspend Customer's access to Paid Services in accordance with § 320 German Civil Code if payments are not received by Lovelaice within 30 days of the due date, following notice in text form.
5. All Service Fees are exclusive of, and Customer shall pay, all taxes, duties, and assessments, however designated, which are levied or imposed upon such Service Fees, excluding only taxes based on Lovelaice net income.
6. Customer may only set-off or assert a right of retention for claims that are (A) finally established by a court of law; (B) uncontested; or (C) acknowledged by Lovelaice in writing.

10. Confidentiality

1. Lovelaice and Customer may use Confidential Information only to exercise their rights and fulfil their obligations under the Services Contract and shall take reasonable measures to avoid unauthorized disclosure and misuse of Confidential Information. They shall not disclose Confidential Information, except (A) to their employees, subcontractors, or professional advisers with a legitimate need-to-know and who are legally bound to confidentiality; or (B) as required to be disclosed by applicable law, or judicial, governmental or regulatory order.
2. "Confidential Information" shall mean any information that is directly or indirectly disclosed or made accessible in connection with the Services Contract to a party by or on behalf of the other party, and which is identified as "confidential" or "proprietary" or which, given the nature of the information or circumstances surrounding the disclosure, should reasonably be understood by the recipient to be confidential or proprietary, but does not include information that the receiving party can demonstrate (A) it already rightfully knew or possessed; (B) becomes public through no fault of the receiving party; (C) is received by the receiving party from a third party with the legal right to disclose it; or (D) to have been independently developed by the receiving party without utilizing the disclosing party's Confidential Information. The Services Contract including the Order and these Terms constitute Confidential Information of Lovelaice. The Customer Data constitutes Confidential Information of Customer.
3. The obligations under Clause 10.1 shall apply during the term of the Services Contract and for 7 years thereafter.
4. Lovelaice may collect and analyze data and other information relating to the provision, use and performance of the Services and related systems and technologies (including, but not limited to, information concerning the Customer Data), and Lovelaice shall be free (during and after the term of the Services Contract) to use and have used such data and information to improve and enhance the Services and for other development, diagnostic and corrective purposes relating to the Services and other Lovelaice offerings, in each case, solely in aggregated, anonymized or other de-identified form and solely in a manner that is not directly detrimental to Customer.

11. Proprietary Rights | References | Use of Feedback

1. Lovelaice and its respective suppliers shall retain all ownership and intellectual property rights in and to the Services, including all copyright, database rights, patent, trade secret, trademark and all other intellectual property rights and technical solutions. Customer acknowledges that the rights granted under a Services Contract do not provide Customer with title to or ownership of the Services.
2. Customer shall retain all right, title and interest in and to the Customer Data. Customer grants to Lovelaice during the Initial Term and any Renewal Term a non-exclusive, non-transferable, sublicensable, worldwide and unlimited right and license to use the Customer Data free of charge and solely to the extent necessary for the provision of the Services. Customer warrants that it has obtained all rights and consents necessary for Lovelaice to use the Customer Data as permitted herein.
3. Customer may provide Lovelaice with feedback, comments, or suggestions regarding the Services. Customer grants Lovelaice a non-exclusive, royalty-free, worldwide, perpetual right to use and incorporate such Feedback for the purpose of improving and developing the Services, without any obligation to Customer. Feedback shall not be considered Confidential Information of Customer.

12. Data Privacy | IT Security

1. Customer and Lovelaice shall comply with any applicable data privacy and data protection legislation, including, but not limited to, the EU General Data Protection Regulation.
2. Where a data processing agreement is required by such legislation, the Data Processing Terms in Schedule A hereto shall supplement these Terms and shall form an integral part of any applicable Services Contract.
3. Lovelaice shall implement reasonable security measures for the Services that meet relevant industry standards.

13. Term | Termination

1. The Services Contract shall commence on the date specified in the Order.
2. Any Services Contract for Free Services shall remain in effect for an indefinite period of time, unless terminated in accordance with its terms ("Free Term"). Lovelaice or Customer may terminate any Services Contract for Free Services for convenience at any time with immediate effect.
3. Any Services Contract for Paid Services shall remain in effect for an initial term as specified in the Order ("Initial Term"). The Initial Term shall automatically renew for consecutive periods equal in duration to the Initial Term ("Renewal Term"), unless terminated by Lovelaice or by Customer with 30 days' prior written notice with effect as of the end of the then current term. Neither Customer nor Lovelaice shall be entitled to terminate any Services Contract for Paid Services for convenience with effect prior to the end of the Initial Term or any Renewal Term.
4. Customer's and Lovelaice's right to immediately terminate the Services Contract for good cause shall remain unaffected. Such good cause shall exist, (A) if a party commits a material breach of the Services Contract, which has not been cured within 30 days after receipt of a breach notice in text form; or (B) for Lovelaice, if Customer (i) is in default of payment by more than 45 days; (ii) breaches the use restrictions under Clause 4; or (iii) ceases its due payments or suffers a significant deterioration in its asset situation.
5. Upon termination or expiration of the Services Contract taking effect, Customer shall have the right to export its Customer Data during a period of 30 days. Following such period, Lovelaice shall delete or anonymize Customer Data in its possession in accordance with applicable data protection laws, unless retention is required to comply with legal obligations, resolve disputes, or enforce agreements. Customer Data may remain in backup systems for a limited period, provided that such data is securely stored and isolated and deleted in accordance with Lovelaice's data retention policies. Clause 10.4 shall remain unaffected.
6. Lovelaice or Customer may terminate any agreement for Additional Services for convenience in accordance with its terms and applicable law.

14. Limited Warranty for Paid Services

1. Customer is aware of the essential functionalities and features of the Services and has verified that the Services specification as described in the Documentation meets its business requirements. Information or requirements not contained in these Terms, the Order, and/or the Documentation shall only form part of the Services Contract if agreed in writing between Customer and Lovelaice. Product descriptions, illustrations, test programs, etc. represent service specifications only but do not constitute guarantees (Garantien) or agreements on certain specifications (Beschaffenheitsvereinbarungen).
2. Lovelaice warrants (gewährleistet) that Paid Services will materially conform to the Documentation for the applicable Services version. In case of a breach of this warranty Lovelaice shall use commercially reasonable efforts to modify the Services to materially conform to the Documentation, and if Lovelaice is unable to materially restore such functionality within 30 days from the date of a written breach notice, Customer may terminate the Services Contract and receive a pro-rata refund of any unused, prepaid Service Fees. To claim the foregoing remedy, Customer (A) shall immediately notify Lovelaice in writing of any warranty breaches; and (B) must have used the Paid Services in accordance with the Documentation. Any no-fault liability (verschuldensunabhängige Haftung) of Lovelaice for the existence of initial errors (anfängliche Mängel) under § 536a German Civil Code shall be excluded. Damages claims relating to a breach of this warranty are subject to the limitations set forth in Clause 15. Mandatory statutory warranty rights of Customer shall remain unaffected by this Clause 14.2.
3. Customer may not obtain access to the source code of the Services for any reason.

15. Limitation of Liability

1. Lovelaice shall be unrestrictedly liable for (A) injury to life, body, or health; (B) willful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit); (C) the absence of any guaranteed (garantiert) characteristics; and (D) claims under the German Product Liability Act (Produkthaftungsgesetz).
2. Lovelaice shall be liable for the breach of its Primary Obligations. For breaches of Lovelaice's Primary Obligations caused by simple negligence, Lovelaice's liability shall be limited to damages which were foreseeable at the time of performance of the Services. "Primary Obligations" are fundamental contractual obligations that must be fulfilled to enable the proper performance of the Service Contract, and Customer regularly relies, and may reasonably rely, on their fulfillment (Kardinalpflichten).
3. Subject to Clauses 15.1 and 15.2, Lovelaice shall not be liable for simple negligence.
4. Lovelaice's liability for data loss shall not exceed an amount equal to the typical recovery costs which would have arisen if Customer had implemented proper and regular data backup measures.
5. Subject to Clause 15.1, Lovelaice's total liability arising out of or in connection with the Services Contract, whether in contract or tort or otherwise shall never exceed a sum equal to 150% of the total Service Fees paid or payable by Customer in the 12 months preceding the event which gave rise to the liability.
6. Customer acknowledges that the Services make use of LLMs by third parties for the purpose of experimentation, testing, evaluation and comparison. Lovelaice does not create, train, or directly control these technologies and does not warrant that any outputs generated in the course of such evaluations are accurate, complete, consistent, appropriate, inoffensive, free from bias, fit for a particular purpose, non-infringing, or compliant with applicable laws and ethical standards, and Lovelaice shall not be liable for any damage arising from any of the foregoing. Customer remains solely responsible for reviewing, validating and determining the suitability of any outputs before using them in any production, operational or decision-making context. Such outputs are provided for evaluation purposes only and shall not be construed as legal, financial, tax, or other professional advice by Lovelaice.
7. Neither Lovelaice nor Customer shall be liable for failures or delays in performance caused by force majeure, i.e., causes beyond their reasonable control and occurring without their fault or negligence.
8. Any more extensive liability of Lovelaice arising out of or in connection with the Services Contract (including these Terms and Schedule A) that is not covered in this Clause 15 shall be excluded.

16. Notice of Right of Withdrawal

If Customer qualifies as consumer, it shall have the following right of withdrawal:

Customer hereby agrees that Lovelaice shall commence implementing the Services Contract before the end of the withdrawal period set forth in Clause 16.1. Customer acknowledges that by giving this consent it will lose the right to withdraw from the Services Contract once Lovelaice has commenced implementing the Services Contract.

17. Assignment | Novation

1. Customer may not assign the Services Contract without Lovelaice's prior written approval and any unauthorized assignment shall be void. Lovelaice may in its discretion assign, or transfer to third parties the Services Contract or any rights pertaining thereto in whole or in part.
2. Upon Lovelaice's request, Customer shall promptly (but within no more than 14 days) enter into a novation agreement in a form reasonably specified by Lovelaice in order to enable Lovelaice to exercise its rights pursuant to this Clause 17.
3. Without prejudice to mandatory applicable law, Customer may not assign any rights or obligations under any Services Contract and these Terms to any third party without Lovelaice's prior written consent. This shall not apply to any payment claims.

18. Severability

Should any provision of the Services Contract including the Order and these Terms be or become ineffective or invalid in whole or in part, the effectiveness and validity of the other provisions shall not be affected. Such ineffective or invalid provision shall be replaced by a provision which comes as close as legally possible to what Lovelaice and Customer would have agreed, pursuant to the meaning and purpose of the original provision and of the Services Contract, had they recognized its ineffectiveness or invalidity. If the ineffectiveness or invalidity of a provision stems from a measure of performance or time (deadline or date) specified therein, such provision shall be replaced with a provision that reflects the original scope as close as legally possible. The foregoing shall also apply to any unintended omission in the Services Contract including the Order and these Terms.

19. Entire Agreement | Revisions

1. The Services Contract, including the Order and these Terms, shall represent the entire agreement between Customer and Lovelaice in respect of its subject matter and shall supersede all prior arrangements or agreements made in relation thereto.
2. Without prejudice to Clause 19.3, valid amendments or supplements to these Terms require a mutual written agreement. The same shall apply to any changes to this requirement of written form.
3. Lovelaice may amend these Terms for existing Services Contracts with future effect if necessary for technical, economic or legal reasons, always provided that this would not constitute a change affecting the basis of the legal relationship between Lovelaice and Customer which would be equivalent to the conclusion of a new contract. Lovelaice shall notify Customer of any revision of these Terms in text form at least 6 weeks before their proposed effective date. Customer may approve or object to the revision before such effective date. The revision shall be deemed approved by Customer, unless Customer objects to the revision before such effective date. Lovelaice shall expressly inform Customer thereof in the revision notice.
4. Lovelaice may amend these Terms for future Services Contracts at any time for any reason without notice.

20. Governing Law | Jurisdiction

1. The Services Contract and any related disputes or claims shall be governed by the mandatory laws of the country of the Customer's habitual residence (i.e. the provisions of the law of that country which cannot be derogated from by agreement). In all other respects, the laws of the Federal Republic of Germany shall apply. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
2. The courts of Kempten, Germany shall have exclusive jurisdiction over any disputes or claims arising from or in connection with the Services Contract, its subject matter or its formation.

Lovelaice GmbH — District Court of Kempten, Germany — HRB 17896