Terms and Conditions

This Agreement is between Customer and Supplier. By accepting the Terms and Conditions at the time an Order is placed, you agree to be bound by this Agreement.

4.1. Customer must ensure it has made all disclosures and obtained all rights and consents necessary for Supplier to use Customer Data to provide the Product. 4.2. Customer must ensure they have relevant consent or permissions to send Interviews to the end-user. 4.3. Customer is responsible for determining whether the Product meets customer's requirements and any regulatory obligations relating to the Product's intended use. 4.4. The Customer shall comply with all applicable laws, including data privacy and export control. 4.5. The Customer shall: a) ensure Authorised Users comply with the Agreement; b) remain responsible for their acts and omissions; c) notify Supplier of any unauthorized access or use; d) report and mitigate misuse; e) not provide false identity information.

6.1. Customers may be granted access to the Product on a free or discounted trial basis (the "Free Trial Period"). During the Free Trial Period: a) use of the Product is subject to this Agreement; b) Supplier may modify or terminate any features of the Service at time without any liability to Customer; c) customer agrees to provide Supplier with feedback relating to the Product.

8.1. This agreement commences on the date the Order is accepted by Supplier and continues until terminated in accordance with Section 9. 8.2. Customer's ability to conduct new research using the Product requires having valid, non-expired credits available for use. 8.3. Customer acknowledges that: a) New research can only be initiated when Customer has sufficient credits available b) Credits will expire according to Section 7.3 8.4. Customer may purchase new credits at any time to conduct additional research.

9.1. Without affecting any other right or remedy available to it, either Party may terminate the Agreement with immediate effect by giving written notice to the other Party if the other Party breaches a material obligation under the Agreement that has not been cured (if curable) within thirty (30) business days of the effective date of such written notice requiring the remedy of such breach or if either Party: a) announces a cessation of its entire business or becomes insolvent; b) elects to dissolve and wind-up its business; c) makes a general assignment for the benefit of creditors; or d) petitions for or appoints (or a third party causes to be appointed for itself) a receiver, custodian or trustee to take possession of all or substantially all of that Party's property. 9.2. Either party may terminate this Agreement at any time by providing thirty (30) days written notice to the other party. 9.3. Upon termination of the Agreement by any means, the rights granted under this Agreement will terminate and: a) each party shall promptly destroy any and all Confidential Information relating to the other party received in connection with this Agreement, and, upon request, confirm the same in writing; b) Customer may export a copy of the Customer Data (stored in the Software at the time of termination) in a structured, commonly used and machine-readable format within thirty (30) days after such expiration or termination and Supplier may delete all Customer Data after such time has passed; c) Supplier will remove access to the Product. d) any unused pre-paid Consulting Services will be forfeited without right to refund. 9.4. Termination of the Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

10.1. The parties agree to comply with Annex 1 (Data Processing Annex) in relation to any data processing activities.

11.1. The Product may include features which are powered by artificial intelligence, including generative artificial intelligence (the "AI Features"). 11.2. The outputs generated by the AI Features are considered Customer Data. We do not use any Customer data (inputs or outputs) for any purpose other than to provide the Product. We do not claim any ownership of the outputs and, to the extent permitted by law, we assign you all rights, title and interest in the outputs. 11.3. While we take reasonable measures to ensure the accuracy, performance and reliability of the AI Features, you acknowledges that: a) AI Features may not always produce the same results; b) The output generated by AI Features may not be accurate or reliable; and c) You will validate and review all output generated by the AI Features. 11.4. Certain AI Features (the "Beta AI features") do not make up the core functionality of the Product. We may deactivate Beta AI Features at any time, without any liability to Customer and the Product will be considered to operate substantially as agreed without such features.

12.1. Customer acknowledges and agrees that the Supplier owns all intellectual property rights in the Product. 12.2. Except as expressly stated, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Product. 12.3. Any Customer feedback relating to the Product may be used by Supplier without restriction or obligation.

13.1. Supplier may subcontract any of its obligations under this Agreement to any third party provided supplier remains liable for the performance of its obligations under this Agreement.

14.1. The Supplier warrants that the Product provided hereunder, and the access and use thereof by the Customer in accordance with the provisions of this Agreement will not infringe, misappropriate, or violate the Intellectual Property Rights of any third party. 14.2. No other warranties a) Except as expressly in this agreement, the Product are provided "as is". The Supplier does not warrant that the Product will be uninterrupted, virus or error free or that it will correct all service errors; nor does it make any warranty as to the results that may be obtained from use of the Product. b) The Customer acknowledges that the Supplier does not control the transfer of data over communications facilities, including the internet, and that the Product may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. c) All warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from this agreement and each statement of work.

15.1. Supplier shall not be liable for any loss of data, lost profits, interruption of business or any other indirect, special, incidental or consequential damages of any kind. 15.2. To the maximum extent permitted by law, Supplier's entire liability in connection with this Agreement shall not exceed the aggregate fees paid by Customer over the twelve (12) months preceding the first event resulting in a claim. 15.3. Nothing in this Agreement shall limit or exclude Supplier's liability for: a) death o personal injury arising from that party's negligence; or b) fraud or fraudulent misrepresentation. 15.4. Nothing in this Agreement shall limit the Customer's liability for any outstanding fees.

16.1. A Party (the "Receiving Party") may receive Confidential Information of the other Party or its Affiliates (the "Disclosing Party") in connection with the Product. 16.2. The Receiving Party shall keep all such Confidential Information confidential and protect it by using the same level of care and discretion that the Receiving Party uses with respect to its own confidential information, which will be in no case less than reasonable care and discretion. 16.3. The Receiving Party shall not disclose Confidential Information to anyone other than its employees, officers, contractors, representatives or service providers provided that: a) it informs such recipients of the confidential nature of the Confidential Information before disclosure; and b) at all times, it is responsible for such recipient's compliance with the confidentiality obligations set out in this clause. 16.4. Without limiting the foregoing, either Party may disclose Confidential Information to a government authority if that disclosure is: a) required by law; or b) necessary to exercise its rights or perform its obligations under and in accordance with the Agreement.

17.1. Supplier has implemented and maintains adequate technical and organisational security measures to protect Customer's data.

18.1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter. 18.2. This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. 18.3. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty that is not set out in the Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement. To the extent there is any conflict or inconsistency between the Terms and any Order Form, the Order Form shall prevail to the extent of any such conflict or inconsistency. Any additional or different terms or conditions proposed by Customer are hereby expressly excluded. 18.4. Any waiver of any provision of the Agreement must be in writing and will not be deemed a waiver of any other provision. Waiver by a Party of a breach of any provision of the Agreement by the other Party will not operate as a waiver of any other or subsequent breach by such breaching Party 18.5. Supplier may make changes to this Agreement by updating the relevant sections and providing notice to Customer. All changes to the terms of this Agreement become effective when a new Order is made. If Customer objects to the changes, Customer may terminate the Agreement as its sole and exclusive remedy. 18.6. Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way

19.1. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the laws of the Republic of Germany. 19.2. Each party irrevocably agrees that the courts of the Republic of Germany shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).