Terms and conditions

GENERAL TERMS AND CONDITIONS

1. SCOPE
1.1 For all contracts concluded between istari.ai UG (haftungsbeschränkt), business address: Julius-Hatry-Straße 1, 68163 Mannheim, Germany (hereinafter: "istari") and the buyer or ordering party (hereinafter uniformly: "Customer") for digital data, services and con-tent (hereinafter: "Digital In holdings") obtained via our online store ("ISTARI.AI Data Market"), these General Terms and Conditions shall apply - in addition to the respective order contracts - in the version valid at the time of the order (hereinafter: "GTC"). Also a sample (as defined in sec. 6.3 ) is also part of the Digital Content.
1.2 The GTC apply regardless of whether the customer is a consumer, entrepreneur or merchant.
1.3 Any deviating general terms and conditions of the customer shall not be recognized by istari, unless istari expressly agrees to the validity of the customer's general terms and conditions at least in text form. These General Terms and Conditions shall also apply if istari performs services without reservation in the knowledge of conflicting or deviating general terms and conditions of the customer.

2. CONCLUSION OF CONTRACT
2.1 The presentation and advertising of content in istari's online store does not constitute a binding offer to conclude a contract on the part of istari, but merely a non-binding invita-tion to the customer to submit an offer to conclude a contract.
2.2 By clicking the button "order subject to payment", the customer sends an order via the online store and makes a legally binding offer to conclude a contract for the purchase of the Digital Content contained in the shopping cart or in the order.
2.3 After sending the order, the customer receives a link via the online store for immediate payment of the Digital Content contained in the shopping cart or the order. With the complete and unconditional payment of the Digital Content contained in the shopping cart or the order, a binding contract is concluded between the Customer andari for the Digital Content contained in the shopping cart or the order.
2.4 The contract concluded between the customer and istari consists of the offer and ac-ceptance as well as these GTC.
2.5 The legally binding contract language is German. istari offers a legally non-binding translation in English. The text of the contract (as well as, if applicable, an additional legally non-binding translation in English) will be saved by istari after the conclusion of the contract and sent to the Customer at the e-mail address provided by him.
e-mail address provided by the customer. istari shall not make the text of the contract ac-cessible beyond this.
2.6 Immediately after payment, the customer receives a link via the online store and additionally to the e-mail address provided by him, through which he can download the ordered and purchased Digital Content.
2.7 Istari is entitled to create a profile for each Customer and to store the personal data and or-der data provided by the Customer.
2.8 The order processing and contacting takes place via e-mail and automated order pro-cessing. The customer must ensure that the e-mail address provided by him for order processing is correct and - insofar as this is within the customer's sphere of influence - ready to receive. In particular, when using SPAM filters, the customer must ensure that all e-mails sent in connection with order processing can be delivered.

3. RIGHT OF WITHDRAWAL
3.1 If the customer is a consumer in the sense of § 13 BGB (German Civil Code), i.e. a natural person who places the order for a purpose that cannot be attributed to his commercial or independent professional activity, he shall be entitled to a right of revocation in accordance with the statutory provisions.
3.2 If the customer as a consumer makes use of his right of revocation, the regulations set out in detail in the following revocation instructions shall apply.

Cancellation policy

Introduction
Consumers are entitled to a right of revocation according to the following provisions, whereby a consumer is any natural person who enters into a legal transaction for purposes that can predominantly be attributed neither to his commercial nor to his independent pro-fessional activity:

Right of withdrawal
You have the right to revoke this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the date of conclusion of the contract.
To exercise your right of withdrawal, you must inform us (istari.ai UG (haf-tungsbeschränkt), Julius-Hatry-Straße 1, 68163 Mannheim, Germany, Phone: 01784902022, e-mail: jan.kinne@istari.ai) by means of a clear declaration (e.g. a letter or e-mail sent by post) of your decision to withdraw from this contract.
You can use the enclosed sample revocation form for this purpose, but it is not mandatory.
In order to comply with the withdrawal period, it is sufficient that you send the notification of the exercise of the right of withdrawal before the expiry of the withdrawal period.

Consequences of the revocation
If you revoke this contract, we shall reimburse you all payments we have received from you, including delivery costs (with the exception of additional costs resulting from the fact that you have chosen a type of delivery other than the most favorable standard delivery offered by us), without undue delay and no later than within fourteen days from the day on which we received the notification of your revocation of this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged for this repayment.

Expiry of the right of withdrawal
The right of revocation shall expire prematurely if we have commenced performance of the contract after you have expressly consented to our commencing performance of the contract before the expiry of the revocation period, you have confirmed to us your knowledge that you lose your right of revocation by your consent upon commencement of performance of the contract, and we have provided you with a confirmation of the contract on a durable medium in which the content of the contract, including the aforementioned conditions for the premature expiry of the right of revocation, is reproduced.
- End of the cancellation policy-

Sample cancellation form
If you want to cancel the contract, please fill out this form and send it back.

To:
istari.ai UG (limited liability)
Julius-Hatry-Strasse 1, 68163 Mannheim, Germany
E-mail: jan.kinne@istari.ai
I/we (*) hereby revoke the contract concluded by me/us (*) for the purchase of the follow-ing goods (*)/provision of the following service (*)
_______________________________________________________
_______________________________________________________
Ordered on (*) ____________ / received on (*) __________________
________________________________________________________
Name of the consumer(s)
________________________________________________________
Address of the consumer(s)
________________________________________________________
Signature of the consumer(s) (only in case of notification on paper)
_________________________
Date
(*) Delete as applicable
- End of the model withdrawal form -

4. PRICES, DUE DATE AND TERMS OF PAYMENT
4.1 The prices stated in the online store are total prices and include the statutory sales tax. Shipping costs do not apply. If the customer makes payments from countries outside the European Union, additional costs may arise in individual cases for which istari is not responsible and which are not borne by istari (e.g. transfer fees, exchange rate fees), which are to be borne by the customer.
4.2 The customer can pay the purchase price by credit card, direct debit, PayPal or Sofortüberweisung. In addition, istari offers the possibility of payment via Klarna Bank AB (publ), Sveavägen 46, 111 34 Stockholm, Sweden, using the payment method Klarna PayLater. The payment is made to Klarna. For more information, please see Klarna Bank AB's current Terms of Use at www.klarna.com.
4.3 If payment is made by credit card, a credit check is always carried out on the customer in advance. The credit card account will be charged upon completion of the order.
4.4 If one of the payment services specified in the online store is selected, the payment shall be processed via the correspondingly selected payment service provider subject to its terms of use.
4.5 If the payment service provider "PayPal" is used, the payment will be processed via Pay-Pal (Europe) S.à r.l. et Cie, S.C.A., 22-24 Boulevard Royal, L-2449 Luxembourg, subject to the PayPal Terms of Use, available at www.paypal.com. This requires, among other things, that the customer opens a PayPal account or already has such an account.
4.6 The payment of the ordered Digital Products by the Customer is a prerequisite for the conclusion of the contract with istari and for the provision of the Digital Products by istari, unless the parties have agreed on another due date. If the Customer is in default of payment in case of a different agreed due date, istari shall be entitled to claim processing expenses as well as default interest in the statutory amount.

5. OFFSETTING AND RIGHT OF RETENTION
5.1 The customer shall only be entitled to set-off if his counterclaims have been legally established or acknowledged by istari in writing or if he asserts notices of defects or counter-claims from the same contract.
5.2 The customer may only exercise a right of retention if its counterclaim arises from the same contract.

6. SUBJECT MATTER OF THE CONTRACT
6.1 The Digital Content that is the subject of the contract is company lists created using webAI agents. The customer can freely access detailed information on the relevant webAI agents, in particular on their development and use cases, via the website (www.istari.ai) and the online store on istari.
6.2 The information contained in the company lists is generally updated on a monthly basis, although istari reserves the right to adjust the update cycle at its own discretion. The version available in the online store is always the current version. The date of the available version can be seen directly in the online store. The Customer has no right to update the Digital Products purchased by him.
6.3 Prior to placing an order, the Customer shall be entitled to download a random sample of parts of the Digital Content selected by istari at its sole discretion by way of a non-binding preview (hereinafter: "Sample"). The Sample is purchased by the Customer for a purchase price of EUR 0.00 in accordance with the provisions of these GTC.
6.4 The provisions of these GTC, in particular para. 2. of these GTC with regard to the order, shall apply accordingly to samples.

7. PROVISION OF DIGITAL CONTENT
7.1 The provision of the Digital Content shall take place by istari providing the Customer with a link under which the Customer can download an Excel file (.xlsx) containing the ordered Digital Content. The corresponding link shall be made available to the Customer by istari after receipt of the purchase price on the bank account specified in the invoice or upon receipt of a confirmation by istari from the payment service provider used by the Customer.
7.2 The customer is not entitled to pass on the Digital Content or previews to third parties or otherwise make them available to third parties. The downloaded Digital Content may contain isolated "flag companies" to protect against illegal copying, where information has been adapted in such a way that it does not lead to any distortion of information, but allows a clear assignment to the purchase/customer made.
7.3 It is the customer's responsibility to transfer the download to his end device in a timely manner and to protect it there by means of security measures (e.g. backup).
7.4 By making the link for downloading the Digital Content available to the Customer, istari extinguishes the Customer's right of withdrawal.
7.5 The customer is not entitled to return the downloaded digital content. The risk of use lies exclusively with the customer. The rights of the customer due to a material defect or de-fect of title of the downloaded digital content remain unaffected.

8. RIGHT OF USE AND PROHIBITION OF DISCLOSURE
8.1 istari does not provide the Customer with ownership of downloads of the Digital Content. Unless otherwise stated in the description in the online store or in the contractual documents, istari grants the Customer, under the condition of payment of the due and payable purchase price, the non-transferable, non-exclusive, non-locally and temporally unlimited right to use the Digital Content for private as well as commercial purposes. istari may provisionally permit the use of the contractual content even before this point in time. However, such a provisional permission does not constitute a transfer of rights.
8.2 The right of use entitles the customer to download and save the Digital Content on its end device and to print it out. In the course of his business activities, the Customer shall be entitled to make further copies of the Digital Content and to pass them on in whole or in part to selected employees of his company, insofar as this is necessary in connection with the processing of a specific transaction. Passing on the Digital Content to third parties, including affiliated companies of the customer in Germany or abroad, is not permitted.
8.3 Any further use or exploitation, in particular the duplication, distribution, making available to the public, renting, leasing or lending of the contents provided, both in printed form and in file form, shall be prohibited unless istari consents to such use in writing. Rights of use which may be exercised on the basis of statutory licenses - in particular in accordance with §§ 60a ff. of the German Copyright Act (UrhG) - shall remain unaffected.
8.4 The customer is obligated to inform istari in writing about the type and extent of the use if there are objectively comprehensible indications for a use contrary to the contract. Other rights and claims of istari in case of use contrary to the contract remain unaffected.

9. CONFIDENTIALITY, CONSEQUENCES OF MISUSE AND SUSPECTED MISUSE
9.1 The Customer shall adequately protect stored files of the Digital Content from unauthorized access and keep secret all data relevant to the retrieval of the Digital Content, including any access data.
9.2 The Customer shall be liable for any misuse for which it is responsible and for any access to the Digital Content for which it is responsible in breach of the contract in accordance with the statutory provisions.
9.3 If the customer becomes aware of any misuse of the information, he is obliged to inform istari immediately.

10. WARRANTY
10.1 istari shall be liable for product defects or defects of title in Digital Content provided in accordance with the applicable statutory provisions. The limitation period for statutory claims for defects is two years and begins with the provision of the Digital Content.
10.2 Since the Digital Content is generated by a so-called machine learning approach, no guar-antee can be given for the accuracy, completeness and timeliness of the data that form the basis of the Digital Content.

11. LIABILITY
11.1 Liability of istari arising from and in connection with the contract with the customer is unlimited in the following cases:
11.1.1 in the event of intent or gross negligence;
11.1.2 for injury to life, limb or health;
11.1.3 in accordance with the provisions of the Product Liability Act, as well as
11.1.4 to the extent of a strict warranty assumed by istari.
11.2 In other cases of a breach of a contractual obligation caused by simple negligence,ari shall only be liable for the breach of such a contractual obligation, the fulfillment of which enables the proper execution of the contract in the first place and on the compliance with which the Customer may regularly rely (cardinal obligation). This liability is limited to the compensation of the foreseeable and typical damage according to the type of the business in question.
11.3 For the rest, istari shall not be liable in any further way. In particular, istari bears no re-sponsibility for such subsequent decisions and their consequences that the customer makes on the basis of the content provided. This applies especially to decisions in con-nection with the following activities:
11.3.1 Operation of critical infrastructure such as electric power plants, military or de-fense installations, medical equipment or other devices, the failure or impair-ment of which would result in unforeseeable economic or physical damage, in-cluding but not limited to critical infrastructure as defined in European Directive 2008/114/EC;
11.3.2 Illegal activities, including the development of applications that violate the rights of third parties or other applicable laws or regulations;
11.3.3 Sending spam or any other unsolicited advertising;
11.3.4 Developing a similar product, service or API whose primary purpose is to pro-vide machine learning web analytics, particularly of enterprise websites;
11.3.5 Develop, market or train a machine learning web analytics algorithm.
11.4 Liability due to fraudulently concealed defects or a guarantee of quality given by istari remains unaffected.
11.5 The limitations of the above clauses shall also apply in favor of istari's legal representa-tives and vicarious agents if claims are asserted directly against them.

12. COPYRIGHTS
istari is entitled to the copyrights of all pictures, films and texts published in the online store. Use of these images, films and texts is not permitted without istari's express consent.

13. DATA PROTECTION NOTICE
The customer is informed that istari collects, processes and uses personal inventory and usage data as described in more detail in istari's privacy policy, which is available at
https://istari.ai/datenschutz/
is retrievable.

14. APPLICABLE LAW, PLACE OF JURISDICTION AND DISPUTE RESOLUTION
14.1 Subsidiary agreements, amendments or supplements to the contract between the cus-tomer and istari or to these GTC must be made in text form to be effective. This also ap-plies to the cancellation of the text form.
14.2 The law of the Federal Republic of Germany shall apply to the exclusion of the provisions of private international law and the UN Convention on Contracts for the International Sale of Goods. If the customer has placed the order as a consumer and has his habitual resi-dence in another country at the time of his order, the application of mandatory legal pro-visions of this country shall remain unaffected by the choice of law made in sentence 1.
14.3 Place of performance is Mannheim. The exclusive place of jurisdiction for disputes with merchants, legal entities under public law or special funds under public law arising from contracts shall also be Mannheim.
14.4 istari is obliged to refer the customer as a consumer to the online dispute resolution plat-form (OS platform) of the European Commission. This OS platform can be reached via the following link: https://webgate.ec.europa.eu/odr. istari does not, however, participate in dispute resolution proceedings before a consumer arbitration board.