Preamble: This 913.ai Master Subscription Agreement (“MSA”) is effective as of the date of commencement of a corresponding signed order form (“Order Form”). The Order Form with its attachments and this MSA are collectively considered a contract between the parties (“Contract”). The order form establishes the hierarchy of the contractual elements. Regardless, this MSA also applies if the customer uses the platform via chat.913.ai or other online channels provided by 913.ai, including self-sign-up registrations, click-wrap agreements, or online orders; in these cases, the contract is concluded upon completion of the respective online ordering or registration process and under the validity of these terms, with the conditions specified in the online order process (including plans, prices, durations, and scope of services) considered an order form within the meaning of this preamble.

Section 1. Subject of the Contract.

The subject of the contract is the services to be provided by 913.ai. "Services" means the products and services ordered by the customer online or via an order form referring to this MSA from 913.ai UG, which 913.ai UG grants the customer access to. No differentiation is made between a trial version and a paid version. Services and/or products provided by third parties are not part of the contract, even if the customer has linked these products or services with the 913.ai UG services.

Section 2. Fees and Payment

2.1. Fees. The customer pays the remuneration agreed in the order form (the "Remuneration").

2.2. Payment; Taxes. 913.ai UG invoices the services monthly in advance. Billing is at the start of each billing cycle, where the billing cycle corresponds to the contractual commencement of services and covers a month until the day before the corresponding calendar day of the following month (Billing Cycle). For long-term contracts, billing continues monthly in advance for the agreed contract duration; for agreed flat rates or total remuneration, distribution is proportional per billing cycle. Invoices are due within thirty (30) days of receipt by the customer unless otherwise agreed in writing. The remuneration of 913.ai is understood to be exclusive of statutory VAT, if applicable. Incidental costs, expenses, and third-party costs are listed together with the respective monthly invoice or separately after incurrence as agreed.

2.3. Set-off; Retention Rights.

Set-off by the customer is only permissible with claims that have been legally determined or are undisputed. The same applies to exercising retention rights.

Section 3. Duration and Termination

3.1 Term. The contract begins on the day of the contractually agreed commencement. The term is defined by the specifications in the order form. Unless otherwise agreed in the order form, the contract between the customer and 913.ai is extended by 1 year each time, unless either party terminates the contract two months before the end of the agreed term. This regulation also applies to all subsequent extended terms.

3.2 Termination. The right of either party to terminate (without notice) for good cause remains unaffected. Before terminating for good cause, the terminating party must set a reasonable grace period for the other party to correct the reason for termination.  

3.3 Consequences of Termination of the Contract. Upon termination or completion of the contract, the following provisions apply:

· Termination of Access: The customer's rights to access and use the services end with the termination of the contract.

· Payment Obligations: The customer is obliged to pay all outstanding fees for the services provided up to the termination of the contract.

· Return or Deletion of Data: Upon the customer's written request, 913.ai UG grants the customer access to retrieve all customer data stored as part of the services. After a period of 30 days following the termination of the contract, 913.ai UG reserves the right to delete all customer data from its systems unless prohibited by law.

· Return of Confidential Information: Each party returns all confidential information of the other party in its possession or destroys it unless retention is required by law or for archiving purposes.

Section 4. License and Use of Services

4.1. License. 913.ai UG grants the customer a non-exclusive, non-transferable, non-sublicensable, and limited to the territory of the Federal Republic of Germany right to access and use the services during the term of the contract solely for the customer's internal business operations in accordance with the terms of the contract.

4.2. Authorized Users. The customer may grant its employees (or employees of companies affiliated with it in the sense of §§ 15 ff. AktG), independent contractors, or other agents access to an account with the services as authorized users (each an "Authorized User"). The relevant number of "seats" indicated in the order form applies. If no number is specified in the order form, the number is unlimited. Each account may be used by only one authorized user. If the customer uses more seats than agreed with 913.ai UG, 913.ai UG may bill the customer for the additional seats or may terminate the contract for good cause (without notice). The customer is responsible for complying with the contract's requirements, also concerning authorized users. The customer must inform authorized users of the contractual terms. The customer agrees to promptly notify 913.ai UG of any unauthorized access or use of which it becomes aware.

4.3. Prohibited Uses. The customer and authorized users agree, in particular:

· Not to "frame", distribute, resell or allow third parties to access the services for purposes other than the intended ones;

· Not to use the services other than in accordance with applicable federal, state, and local laws;

· Not to interfere with the services or hinder other users' access to the service; · No "reverse engineering" in relation to the services and/or not to attempt to gain unauthorized access to the services and/or to attempt to discover the underlying source code or structure or to copy or attempt to copy the services otherwise;

· Not to transmit content or data to the services that are defamatory, harassing, discriminatory, infringing on third-party intellectual property rights, or unlawful;

· Not to transmit routines, devices, codes, exploits, or other undisclosed functions to the services or use in the services to delete, disable, disrupt or otherwise harm software, programs, data, devices, systems, or services or to grant unauthorized access or make unauthorized changes or

· Not to use robots, spiders, data scraping or extraction tools, or similar mechanisms concerning the services. A culpable breach by the customer of the obligations under this section entitles 913.ai UG to terminate for good cause (without notice).

Section 5. Confidentiality.

The term "Confidential Information" of a party (the "disclosing party") means all financial, technical, or business information that the disclosing party designates as confidential when disclosed to the other party (the "receiving party") or that the receiving party should reasonably consider confidential given the nature of the information or the circumstances of its disclosure. For clarity, the parties acknowledge that the terms and conditions of the contract also constitute confidential information. Unless expressly permitted in the contract, the receiving party will not disclose, duplicate, publish, transmit, or otherwise make confidential information of the disclosing party available to any person or entity in any form without prior written consent from the disclosing party. The receiving party will use confidential information of the disclosing party only to fulfill its obligations under the contract. Notwithstanding the foregoing, the receiving party may disclose confidential information to the extent legally required, e.g., due to a court or regulatory order. However, the receiving party must: (a) notify the disclosing party in writing in advance of such disclosure to give the disclosing party a reasonable opportunity to object and seek a protective order or other appropriate relief concerning such disclosure; (b) endeavor to limit disclosure within legal possibilities, and (c) enable the disclosing party to participate in the proceedings. Confidential information does not include information that: (i) is or becomes generally known to the public without the receiving party violating an obligation to the disclosing party; (ii) was independently developed by the receiving party without the receiving party violating an obligation to the disclosing party; or (iii) is received from a third party by the receiving party without said third party violating an obligation to the disclosing party.

Section 6. Data Practices.

6.1. Definitions. "Service Data" means a subset of confidential information consisting of electronic data, text, messages, communications, or other materials that the customer transmits to the services in connection with the use of the services and is stored there. Service data can include all information relating to an identified or identifiable natural person ("data subject"), whereby an identifiable natural person is one who can be identified directly or indirectly, especially by assignment to an identifier such as a name, identification number, location data, online identifier, or one or more special features expressing the physical, physiological, psychological, economic, cultural, or social identity of the natural person ("personal data"). Service data do not include metrics and information about the customer's use of the services, including information on how authorized users use the services (such information, "Usage Data").

6.2. Ownership. The customer retains its ownership rights to all service data processed under the terms of the contract. 913.ai UG is the owner of all usage data.

6.3. Use of Data by 913.ai UG. 913.ai UG uses customer data according to this contract as follows:

6.3.1. Providing the Services. 913.ai UG is authorized to receive, collect, store, and/or process data under the services. For example, 913.ai UG may collect personal data (such as name, phone number, or credit card information) during account activation. 913.ai UG may also use data in anonymized form, e.g., by converting it into a numeric value or for training machine learning models to support certain features and functions under the services.

6.3.2. Communication. 913.ai UG is entitled to communicate with the customer or authorized users to (i) send product information and promotional offers or (ii) generally inform about the services. If the customer or an authorized user does not wish to receive such communications, the customer or the authorized user can send an email to info@913.ai. The customer and the necessary authorized users always receive transactional messages essential for providing services by 913.ai UG (e.g., billing notifications and product usage notices).

6.3.3. Improvement of Services. 913.ai UG is authorized to collect usage data and commission third parties with collecting usage data to develop new features, improve existing features, or develop sales and marketing strategies, provided 913.ai UG has a legitimate interest in improving the services. When 913.ai UG uses usage data, all personal data previously contained in the service data are anonymized and/or aggregated so that they no longer constitute service data or personal data within the meaning of applicable data protection laws.

6.3.4. Connection with Third-Party Services. The customer may wish to connect third-party services with the 913.ai services (e.g., connecting 913.ai UG with the customer's single sign-on service to verify the 2FA status of the customer's employees). When the customer uses third-party services to connect with 913.ai UG, logs into the services via a third-party authentication service, or otherwise grants 913.ai UG access to information from a third-party service, 913.ai UG may receive other information, including personal data, from these third parties and use these service or usage data based on 913.ai UG's legitimate interest in providing functions to the customer for service delivery. Any access 913.ai UG receives from a third-party service to such information is always subject to the characteristics and functionality, especially concerning the authorization, of that service. By authorizing 913.ai UG to connect with a third-party service, the customer authorizes 913.ai UG to access all information provided to 913.ai UG by this third-party service and store and use these details in accordance with this MSA.

6.3.5. Third-Party Service Providers. The customer agrees that 913.ai UG discloses service data and personal data to authorized third-party service providers as necessary to provide, secure, or improve the services. Such third parties only access service data and personal data as necessary to perform their services and are subject to (a) confidentiality obligations that are economically reasonable and substantially consistent with the standards described in this MSA, and (b) compliance with data transfer restrictions applicable to personal data, as set out below.

6.4. Declaration on Service Data. 913.ai UG does not sell, rent, or lease service data to third parties and does not disclose service data to third parties unless permitted by the contract for the provision, security, and support of the services. 913.ai UG maintains economically reasonable administrative, physical, and technical precautions to protect the safety, confidentiality, and integrity of the service data.

Section 7. Privacy Practices.

7.1. Privacy Policy. 913.ai UG operates the services and processes personal data if necessary according to the privacy policy available at https:///www.913.ai/legal/privacy .

7.1. Customer as Controller. Insofar as the service data constitute personal data, the parties agree that the customer determines the purpose and means of processing these personal data, and 913.ai UG processes these details on behalf of the customer.

7.2. Hosting and Processing. Unless expressly and agreed otherwise in writing, all service data are stored and processed exclusively within the European Union and the European Economic Area (EU/EEA). 913.ai UG provides the services using its systems and/or carefully selected authorized subcontractors operating their data centers exclusively within the EU/EEA. Transmission or access to service data from countries outside the EU/EEA is excluded. When subcontractors are used, 913.ai UG ensures compliance with suitable contractual obligations, including confidentiality, data security, and technical-organizational measures. Personal data within the service data are processed exclusively in the EU/EEA; data transfer to third countries does not occur.

7.3. Sub-processor. The customer acknowledges and agrees that 913.ai UG uses third-party data processors engaged by 913.ai UG (the “Sub-processors”). These receive service data from 913.ai UG based on a subcontractor agreement for processing on behalf of the customer and under the customer's instructions. These sub-processors may access service data to provide, secure, and improve the services. 913.ai UG is responsible for the acts and omissions of the sub-processors to the same extent as 913.ai UG would be responsible if 913.ai UG itself provided the services according to the contract terms. The names and locations of all current sub-processors used for processing personal data under this MSA can be found in the privacy policy.

Section 8. Intellectual Property Rights.

Each party retains all rights, title, and interest in its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and other intellectual property rights (“Intellectual Property Rights”). 913.ai UG retains particularly exclusive rights to the services and their components, including insofar as they are used to provide the services. The customer grants 913.ai UG a royalty-free, worldwide, transferable, sublicensable (across multiple levels), assignable, irrevocable, and perpetual license to the customer's intellectual property rights for implementation, use, modification, commercial exploitation, integration into the services, or development of suggestions/improvement requests or recommendations. 913.ai UG also reserves the right to protect such intellectual property rights created by 913.ai UG under the customer's license.

Section 9. Warranty.

9.1. Quality Assurance. 913.ai UG warrants as part of a quality agreement that:

· During the term, the services will function substantially in accordance with the documentation provided by 913.ai UG when used normally and under normal circumstances.

· Services delivered to the customer do not contain viruses or malicious code intended to disrupt the customer's systems.

In case of a culpable breach by 913.ai UR of any warranties mentioned in this section, the customer may terminate the contract for good cause (without notice). The customer's compensation claims are determined by law considering the provisions in Section 9.2 and Section 11. The parties are free to agree on further liability limitations in favor of 913.ai UG in the order form.

9.2. Limitation of Warranty. The customer acknowledges that 913.ai UG cannot assure that the services are uninterrupted, timely, secure, error-free, or free of viruses or other harmful software. Additionally, the parties agree that 913.ai UG assumes no liability or responsibility for the customer's various compliance programs and that the services are solely tools to assist the customer in fulfilling its various compliance obligations, for which it alone is responsible. Section 10. Liability for Defects of Title 913.ai UG indemnifies the customer against all third-party claims against the customer, insofar as the third parties allege that the use of a service by the customer according to the contract with 913.ai UG infringes a valid patent, copyright, trademark, or trade secret of the respective third party (an "IP Claim"). 913.ai UG will defend such claims at its own expense and indemnify the customer according to the provisions in Section 11 for damages incurred by the latter, provided that

· The customer promptly notifies 913.ai UG about the threat or notification of such a claim;

· 913.ai UG is authorized to select attorneys to defend the IP claims and settle such IP claims (913.ai UG will not, however, settle or compromise claims without prior written consent leading to liability or acknowledgment of liability by the customer); and

· The customer fully cooperates with 913.ai UG. If the customer's use of a service infringes IP claims or may infringe according to 913.ai UG, 913.ai UG is entitled, at its discretion and expense, to either (i) provide the customer the right to continue using the service(s) as contracted; (ii) replace or modify a service so it does not infringe IP claims; or (iii) if options (i) or (ii) have no prospects of success in 913.ai UG's opinion, terminate the contract with the customer for the service(s) and reimburse the customer pro rata for all fees previously paid to 913.ai UG for the corresponding unused portion of the term of the contract. 913.ai UG assumes no liability regarding IP claims, particularly when

· These are wholly or partially caused by designs, data, instructions, or specifications provided by the customer; · Modification of services by anyone other than 913.ai UG or use of the service(s) in violation of the contract with the customer;

· Written instructions provided by 913.ai UG are not followed by the customer or

· Product features of the services are modified in combination with third-party hardware or software where services alone do not infringe.

SECTION 11. LIMITATION OF LIABILITY.

Unless otherwise agreed in the contract, 913.ai UG's liability is excluded. This exclusion does not apply:

· In cases of intent and gross negligence by 913.ai UG.

· In the event of culpable injury to life, body, and health by 913.ai UG.

· In the event of negligent breach of essential contractual duties. In this case, 913.ai UG's liability – unless life, body, or health is injured – is limited to foreseeable damage in terms of amount. Essential contractual duties are all duties whose fulfillment is a prerequisite for executing the contract and on whose fulfillment the customer trusts and may trust.

· In the event of breach of a warranty granted by 913.ai UG.

· In the case of a claim under the Product Liability Act.

Section 12. Miscellaneous

Entire Agreement. This MSA and the corresponding order form(s) along with annexes represent the entire agreement between 913.ai UG and the customer regarding the subject matter and replace all prior agreements.

12.1. Written form. Amendments and additions to the contract between the parties require written form (email). This also applies to the waiver of written form.

12.2. Severability Clause. Should one or more provisions of the contract between the parties be invalid or become invalid for reasons not based on statutory regulations for general terms and conditions, the validity of the remaining provisions of the contract remains unaffected. The invalid provision is retroactively replaced by a valid provision that comes closest to what the parties intended when concluding the contract. The same applies to a gap in the contract.

12.3. Relationship between the Parties. The parties are independent contractors. The contract does not establish a partnership, franchise, joint venture, agency, trust, or employment relationship between the parties.

12.4. Notifications. All notifications between the parties under this contract can be via email. If a notification is made in writing, it can be sent by nationally recognized post or courier to the respective contact address provided. All notifications are considered received upon delivery by email or, if delivered otherwise, upon receipt.

12.5. Governing Law, Jurisdiction. The contract is subject to German law. The exclusive jurisdiction is Hamburg. However, 913.ai UG is also entitled to sue the customer at their location.

12.6. Anti-Corruption. The customer declares that they have neither received nor been offered any illegal or unauthorized bribes, kickbacks, payments, gifts, or items of value from employees or agents of 913.ai UG in connection with the contract. Reasonable gifts and invitations granted within the normal course of business do not violate the above restriction. If the customer becomes aware of a violation of the above restriction, they will endeavor to promptly notify 913.ai UG.

12.7. Advertising and Marketing. 913.ai UG is entitled to use the customer's name, logo, and trademarks to identify the customer as a customer of 913.ai UG on 913.ai UG's website and in other marketing materials, following the customer's guidelines on the use of their trademarks, name, and logo. 913.ai UG may share aggregated and/or anonymized information about the customer's use of the services with third parties for marketing purposes to develop and promote the services. 913.ai UG will never disclose aggregated and/or anonymized information to third parties that would identify the customer as the source of the information or authorized users or other individuals.

12.8. Amendments. 913.ai UG is entitled to amend this MSA for the future entire business relationship with the customer after corresponding written or text form notification. The amendment is considered approved if the customer does not send their objection in written or text form within six weeks after the announcement of the amendment. 913.ai UG will particularly point out this consequence to the customer when announcing the amendment.