General Terms and Conditions (GTC) of Vilosia UG (haftungsbeschränkt) for the Use of the Vilosia Platform

Version August 2024

Part (I) - General Section

1. These General Terms and Conditions (GTC) apply to all contracts and business relationships between Vilosia UG (haftungsbeschränkt) (hereinafter "Provider" or "we") and the users of the Vilosia platform (hereinafter "User" or "you").
2. Deviating, conflicting, or supplementary general terms and conditions of the user do not become part of the contract unless their validity is expressly agreed to in writing.

1. The subject of this contract is the temporary provision of the software products defined in more detail below by the Provider for use via a data remote connection.
2. The Provider offers the User a NoCode platform that enables the analysis of software code and the creation, management, and publication of applications without programming knowledge (NoCode).
3. The exact scope of services of the platform is derived from the service description in §4, the Provider's website, as well as the individual agreements between the Provider and the User.

1. The use of the Vilosia platform requires the User's registration. The User must provide truthful and complete information during registration.
2. The User must keep their account details secure. All information within our security procedures, including your username and password, must be treated confidentially. We have the right to disable user IDs or passwords at any time. If you know or suspect that anyone other than you knows your user ID or password, you must promptly notify us at info@vilosia.com.
3. The contract for the use of the platform is concluded upon the Provider's confirmation of the registration.
4. Upon registration, we grant you the personal, non-transferable right and license to use the platform for your own internal business purposes until termination in accordance with these terms.

1. The Provider offers a NoCode platform that covers four core areas of software development:
   a) Analysis of existing source code for structural analysis and conversion into the NoCode platform. The analysis is carried out, among other things, using the OpenAI API, operated by OpenAI Ireland Ltd. The transfer of source code to data centers in the USA cannot be ruled out.
   b) Adaptation and extension of existing source code for the purposes of data analysis and debugging.
   c) Adaptation and extension of the imported software in the NoCode platform.
   d) Operation and publication of the newly developed or transferred application in the NoCode platform.
2. The Provider is the sole and exclusive owner of all rights to the provided software product.
3. The Provider may provide a more current version of the software product than the version provided at the start of the contract, as long as the change is reasonable for the User. The User has no claim to a newer version of the originally provided and agreed-upon software product.
4. The Provider will provide the software product at the agreed router output of the data center where the server is located ("handover point"). The software product remains on the Provider's server. The Provider is entitled to redefine the handover point if necessary for seamless access to the services owed by the Provider.
5. The usage rights are limited to the duration of the contract.
6. If the Provider makes the software available free of charge (particularly as part of the "Free Plan"), this is always subject to change and/or discontinuation at any time without notice or may be offered in the future only for a separate fee. Additionally, the Provider does not assume any responsibility for the completeness and/or accuracy of all software services offered free of charge.
7. The source code of the software product will not be made available to the User, and the User agrees not to perform or facilitate reverse engineering, disassembly, decompilation, translation, or unauthorized disclosure, unless permitted by applicable mandatory law.
8. The User may not duplicate the software product, except as necessary for contractual use or for appropriate backup or disaster recovery purposes, or as otherwise permitted by mandatory legal provisions. Contractual duplication includes loading into the working memory on the Provider's server, but not even temporary installation or storage on the User's data carriers (such as hard drives, etc.). Documentation may only be duplicated for internal use.
9. The User is not authorized to grant usage rights to the software product, the user manual, and any other accompanying materials to third parties. An exception is the provision of the software product to third parties who do not have independent usage rights and are subject to the User's instructions regarding the use of the software product.
10. To the extent necessary for the contractual use, the User will grant the Provider the right to duplicate the data stored by the Provider for the User and to store this data in a backup data center. If necessary to eliminate malfunctions, the Provider is allowed to make changes to the structure and format of the data.
11. The software product will generally be available 24 hours a day, except for necessary maintenance and/or other downtime.

1. The User agrees not to misuse the platform and to comply with all legal requirements.
2. The User is solely responsible for the content created within the platform and must ensure that it is regularly backed up and free of third-party rights, particularly in compliance with competition, trademark, name, copyright, and all other applicable laws.
3. The User may not post illegal or immoral content, including but not limited to incitement to hatred, instructions to commit crimes, glorification of violence, pornographic material, or insults.
4. The User is responsible for the security of their access data and agrees to keep this information confidential.
5. The User agrees to establish and maintain the necessary data remote connection between the handover point defined by the Provider and the User's IT system for the use of the software product and the associated service offerings.
6. The contractual use of the software product requires that the hardware and software used by the User, including workstations, routers, data communication means, etc., meet the technical minimum requirements for the use of the software product. The configuration of the IT system required for using the software product is the User's responsibility.

1. The use of the Vilosia platform depends on the User's needs, either through the free plan or one of the paid plans that best meet the User's requirements. The amount of the fees is based on the current price list on the Provider's website.
2. Various payment options are available to the User for paying the usage fees, which can be selected during the order process. The payment method can be changed at any time in the User account. The payment data will be transmitted to the respective payment service provider. For more information, please refer to our privacy policy on our website.
3. The Provider may adjust the usage fees for future usage periods and will inform the User by email at least 30 days before the start of the new period. If fees are increased, the User may terminate the contract at the end of the current usage period; if no termination occurs, the increased fee will apply.
4. Fees are payable in advance for the agreed billing period.

1. The Provider warrants the functionality and operational readiness of the software product and the related services according to the terms of this contract. Unless otherwise specified below, the statutory warranty provisions apply.
2. The User's warranty claims also do not apply
   a) in case of only minor deviations from the agreed quality or only minor impairment of the software product's usability,
   b) for defects caused by non-compliance with the usage conditions intended for the software product as specified in the application documentation,
   c) in the event of improper operation by the User,
   d) if unsuitable hardware, software, or other equipment is used for the software product,
   e) if the User does not promptly report a defect and the Provider could not remedy the issue due to the delayed defect report, or
   f) if the User was aware of the defect at the time of the contract's conclusion and did not reserve their rights.

1. The parties shall be liable to each other without limitation:
   a) in cases of fraud, intent, or gross negligence;
   b) under a guarantee expressly assumed by them;
   c) for damages resulting from injury to life, body, or health;
   d) for the violation of an essential contractual obligation, the fulfillment of which is essential for the proper execution of this contract and on the compliance with which the parties regularly rely ("cardinal obligation"), but limited to the damage reasonably foreseeable at the time the contract was concluded;
   e) under the provisions of the Product Liability Act.
2. Otherwise, liability of the parties is excluded.
3. The above liability rules apply accordingly to the conduct of and claims against employees, legal representatives, and vicarious agents of the parties.
4. The Provider warrants to the User that the software does not infringe any third-party rights ("infringement of intellectual property rights"). The User shall promptly inform the Provider of any third-party claims; the User is not entitled to acknowledge such claims, whether factually or legally, unless the Provider has previously consented in writing.

1. This contractual relationship comes into effect upon receipt of the confirmation email, at the latest with the activation of the account, and has a term of 1 month. Thereafter, the contract term is automatically extended each month by an additional month, unless the contract is terminated by either party at the end of the respective contract term with a notice period of 1 month.
2. The right of both parties to terminate the contract for good cause remains unaffected. Good cause is deemed to exist in particular if one party intentionally or negligently breaches a material obligation under this contract (e.g., in case of breach of the cardinal obligations of this contract), making it unreasonable for the terminating party to continue the contract.
3. Termination of this contract must be in written form.
4. Upon termination of the usage agreement, all content stored by the User may be irretrievably deleted, and the User will no longer have access to it.

1. If personal data is collected in the course of executing this contract, particularly, but not exclusively, when using the software product, the parties shall ensure that data protection regulations are observed.
2. Personal data shall only be collected and used to the extent necessary for the execution of the contract. The processing of personal data shall be carried out in accordance with the User's instructions; if the Provider believes that any of these instructions violate data protection regulations, they must promptly inform the User. The parties agree to the collection and use of such data to the extent required.
3. If necessary, the parties shall conclude an agreement on data processing in accordance with the requirements of Art. 28 GDPR, which is attached as an annex. In this context, all employees – particularly employees and those responsible with access to personal data – will be obliged to meet the requirements of Art. 28(3)(c) in conjunction with Art. 32(4) GDPR.

1. To the extent and as long as an event of force majeure ("Force Majeure") exists, the parties are temporarily released from their performance obligations.
2. Force Majeure is an external event caused by elemental forces of nature or by actions of third parties, which is unforeseeable according to human judgment and experience, cannot be prevented or rendered harmless by economically reasonable means, even with the utmost care reasonably expected under the circumstances, and is not to be accepted due to its frequency.
3. The parties may terminate this contract if a Force Majeure event lasts longer than 3 months and an amicable adjustment of the contract cannot be reached.

1. Should any provision of this contract or any provision later included in it be wholly or partially invalid or unenforceable, or should a gap in this contract become apparent, the validity of the remaining provisions shall not be affected (severability clause). It is the express will of the parties to maintain the validity of the remaining provisions under all circumstances, thereby waiving the application of § 139 BGB (German Civil Code) in its entirety. Instead of the invalid or unenforceable provision, or to fill the gap, the valid and enforceable provision shall be deemed to have been agreed upon retroactively, which comes closest to what the parties intended or would have intended in accordance with the spirit and purpose of this contract if they had considered this point at the time of the contract's conclusion or the inclusion of the provision. If the invalidity of a provision is due to a stipulated measure of performance or time (deadline or date), the provision shall be deemed to have been agreed upon with the legally permissible measure that comes closest to the original measure (substitution clause). If substitution is not possible, a provision or regulation according to the content of the preceding sentence shall be established instead of the invalid or unenforceable provision or to fill the gap (substitution obligation). If the invalidity or gap concerns a provision that requires notarization, the provision or regulation shall be agreed upon in a notarized form.
2. Amendments and additions to this contract, including this § 12 para. 2, must be in writing unless otherwise specified.
3. The parties may assign or transfer this contract, as well as rights and obligations arising from it, to a third party only with the prior written consent of the other party. Consent shall not be unreasonably withheld.
4. There are no oral or written collateral agreements to this contract. The applicability of the General Terms and Conditions of both the Provider and the User is expressly excluded.
5. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Halle (Saale).
6. The parties agree that all legal relationships arising from this contract shall be governed by the law of the Federal Republic of Germany, excluding its conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980 (CISG).

Part (II) - Provisions for Consumers

1. The provisions of this part apply to consumers who enter into the usage contract not primarily for commercial or self-employed professional activities.
2. The software is not offered to minors under the age of 18.
3. As a consumer, you generally have a statutory right of withdrawal when entering into a distance selling transaction, about which we inform you below in accordance with the statutory template.

The right of withdrawal expires for a contract for the delivery of digital content not on a physical data carrier if we have begun to execute the contract after you, as a consumer, (1) have expressly agreed that we may begin to execute the contract before the withdrawal period expires, and (2) have confirmed your knowledge that you lose your right of withdrawal by consenting to the commencement of the contract's execution.

Right of Withdrawal

The user has the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the day of the conclusion of the usage contract.

To exercise the right of withdrawal, the user must inform the provider

by means of a clear declaration (e.g., a letter sent by post or email) of your decision to withdraw from this contract. You may use the attached model withdrawal form, but it is not mandatory. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning the exercise of the right of withdrawal before the withdrawal period has expired.

If you withdraw from this contract, we shall reimburse you all payments we have received from you, including delivery costs (except for the additional costs arising from your choice of a delivery method other than the least expensive standard delivery offered by us), without undue delay and no later than fourteen days from the day on which we received the notice of your withdrawal from this contract. We will make the reimbursement using the same means of payment as you used for the initial transaction unless you have expressly agreed otherwise; in no event will you incur any fees as a result of this reimbursement.

If you wish to withdraw from the contract, please complete and return the following form.

I hereby withdraw from the contract I concluded for the purchase of the following services.

Ordered on:

Received on:

First name / Last name:

Street:

Postal code, City:

Date, Signature

The EU Commission provides a platform for out-of-court online dispute resolution, available at https://ec.europa.eu/odr. We are not obligated or willing to participate in dispute resolution proceedings before a consumer arbitration board.

If you have no general place of jurisdiction in Germany or another EU member state, or if you move your permanent residence to a country outside the EU after these GTC have become effective, or if your residence or usual place of stay is unknown at the time the action is brought, the exclusive place of jurisdiction for all disputes arising from this contract is the registered office of Vilosia UG (haftungsbeschränkt) in Halle(Saale).

Part (III) - Provisions for Business owners

1. The provisions of this part apply in conjunction with the provisions of Part (I) - General Section if you are an entrepreneur. For the purposes of this contract, you are considered an entrepreneur if you act in the exercise of your commercial or independent professional activity when concluding the usage contract (§ 14 BGB).
2. Exclusive Jurisdiction. The exclusive place of jurisdiction for all disputes is the registered office of Vilosia UG (haftungsbeschränkt) in Halle (Saale).
3. Place of Performance. Unless otherwise stated in the order confirmation, the registered office of Vilosia UG (haftungsbeschränkt) is the place of performance.