Agentic Service Terms

GENERAL PROVISIONS

1.1. 

Plan.Net Studios GmbH & Co. KG, Friedenstraße 24, 81671 Munich (hereinafter “PNS”) offers users (hereinafter “User”) (PNS and the User hereinafter collectively referred to as the “Parties” and individually as a “Party”) the opportunity to buy an agentic service (hereinafter “Agentic Service”) on the Agentic Service Marketplace (“Marketplace”) pursuant to the terms set out in these Agentic Service Terms. The Agentic Services are offered exclusively to merchants as defined in Section 1 para. 1 German Commercial Code (HGB).

1.2. 

These Agentic Service Terms apply to any Agentic Service that PNS offers on the Marketplace and is used by the User in exchange for virtual credits which are allocated to the User under a subscription plan, based on additional credit purchases or otherwise in accordance with the Marketplace Terms to Sell and Buy Agentic Services (“Marketplace Terms”) which are available under

https://www.house-of-communication.com/de/en/brands/plan-net/landingpages/agentic-services/acceptable-use.html

The use of the Agentic Services on the Marketplace is therefore subject to the User's agreement with the Marketplace Terms.

1.3

These Agentic Service Terms also apply to Agentic Services that PNS itself purchases from a third party (“Third Party Supplier”) and resells to the User by making them available on the Marketplace. The use of any such Agentic Service provided by a Third Party Supplier shall be governed by these Agentic Service Terms which incorporate also the terms of the Third Party Supplier (“Third Party Terms”). The User has to agree to the Third Party Terms in addition to these Agentic Service Terms in order to use the Agentic Services. In the event of any conflict between the Agentic Service Terms and the Third Party Terms, the Agentic Service Terms shall prevail.

1.4

PNS may make Agentic Services available to the User for testing or demonstration purposes and free of charge prior to the conclusion of a subscription plan for the use of the Agentic Services through the Marketplace (“Pre-Contractual Use”). These Agentic Service Terms shall apply accordingly to any Pre-Contractual Use. Pre-Contractual Use is provided on a non-binding and availability-based (“as available”) basis. PNS does not owe any specific scope of performance, any particular functionality, availability, quality, or any specific result of the Agentic Service. In particular, PNS shall have no obligations regarding error correction, maintenance, updates, support or reaction times. The User has no claim to be granted or to continue such Pre-Contractual Use. PNS’ liability during Pre-Contractual Use shall be governed exclusively by Section 5; any further claims are excluded. Pre-Contractual Use does not create any obligation for either Party to subsequently enter into any subscription or other paid agreement.

2 AGENTIC SERVICE

2.1

PNS shall make the Agentic Service available through the internet. PNS does not provide any maintenance, support or assistance services to the User under these Agentic Service Terms, unless expressly agreed otherwise. PNS is not obliged to deliver any enhancements, updates or similar changes for the Agentic Service to the User, but PNS may decide to do so if PNS considers this necessary to maintain the proper functioning or security of the Agentic Service. Agentic Services are performed as a contract for services according to Sections 611 et seqq. German Civil Code (BGB).

2.2

The Agentic Service is provided on an “as is” basis. This means that PNS does not provide any warranty or guarantee for the Agentic Service beyond any statutory warranty. The example displayed within the offering on the Marketplace is only an example and does not warrant a certain similarity or quality of output. PNS does in particular not make any representations or warranties regarding the quality, functionality, accuracy, usability, or reliability of the Agentic Service. All information and representations in marketing documents, on internet pages or other media outside of these Agentic Service Terms do not in any form constitute a warranty or guarantee. For any Pre-Contractual Use, PNS does not provide any warranties of any kind. The Agentic Service may be incomplete, erroneous, unavailable or unstable during such phase.

2.3

The Agentic Service is intended to be used according to the intended purpose described in the Agentic Service offering on the Marketplace. During Pre-Contractual Use, results generated by the Agentic Service may be inaccurate, incomplete, unavailable or unsuitable for the User’s intended purpose. PNS assumes no responsibility that the Agentic Service or any output is fit for any particular purpose or use case.

2.4

The User agrees that PNS shall have the right to use subcontractors and purchase services from Third Parties in order to provide the Agentic Service.

2.5

PNS has the right, but is not obliged, to temporarily or permanently suspend or block the User’s access to the Agentic Service if and to the extent that the User infringes its obligations under these Agentic Service Terms.

2.6

The User acknowledges that the proper functioning of the Agentic Services may require the User to provide certain information or may require the User to meet certain system requirements on its end, e.g., appropriate equipment, browser, internet connection, bandwidth or other resources, as may be specified in the documentation of the Agentic Service and updated from time to time. The User is responsible for implementing and maintaining such system requirements. PNS will have no liability for any delay or deficiency in the performance of the Agentic Service to the extent this results from the User’s failure to meet the applicable system requirements or breach of its obligations under these Agentic Service Terms.

2.7

PNS will make the output of the Agentic Service available to the User within the ‘Submit Results Time’ described within the Agentic Service offering. The following events do not constitute a failure to meet the ‘Submit Results Time’:

(a) emergency maintenances or

(b) circumstances beyond PNS’ reasonable control, such as force majeure, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, epidemic, pandemic (e.g. Covid-19), act of terror, strike or other labor problem (other than one involving PNS’ own employees), internet service provider failure or delay, cybersecurity or denial of service attacks which are not in PNS’ responsibility.

2.8

If the User becomes aware of an outage, malfunction or degradation of the ‘Submit Results Time’ of the Agentic Service, the User shall promptly inform PNS and describe the symptoms of the issue in a detailed and reproducible manner, by sending an email to agentic@house-of-communication.com. PNS will use its best endeavors to analyze and respond to such faults with a reaction time of up to 4 hours during its normal business hours, 9:00 through 17:00 CET on working days in the State of Bavaria, Germany.

3 RIGHTS AND OBLIGATIONS OF THE USER AND RESTRICTIONS ON USE

3.1

The User does not have the right to download, install, or make copies of the Agentic Service, unless otherwise agreed. Subject to this Section 3.1, the User may not allow or tolerate any third party to use or access the Agentic Service. The User may allow access to and use of the Agentic Service to its affiliates or third-party contractors to the extent this is required to facilitate performance of a contract between such contractor and the User in connection with the User’s use of Agentic Services; in such case, the User is fully responsible for any act or omission of the third party as if it was the User’s own act or omission.

3.2

The User must adhere to the Acceptable Use Policy available under

https://www.house-of-communication.com/de/en/brands/plan-net/landingpages/agentic-services/acceptable-use.html

3.3

The User is solely responsible for the selection, use, and results generated by its use of the Agentic Service (particularly the selection of an Agentic Service for a specific use case). The User is solely responsible for ensuring that its use of the Agentic Service complies with all applicable laws of a member state of the EU or any law applicable to these Agentic Service Terms (“Applicable Laws”) and regulations, including any specific national or sectoral regulatory requirements applicable to the User. The Agentic Service is not a knowledge base, research tool or reference work. The output of the Agentic Service is calculated with artificial intelligence methods and is therefore a mathematical calculation of probabilities in the sense of the model, which is significantly based on the training data. The User understands and accepts that, given the probabilistic nature of AI, the use of the Agentic Service in some situations may produce erroneous results that do not accurately reflect real people, places, facts, or the desired output. The User therefore has the sole responsibility to evaluate the suitability of the output on a case-by-case basis, in particular by human verification of the results of the output. The User furthermore understands and acknowledges that artificial intelligence is a research and technology area that is rapidly evolving. It also cannot be ensured that output is unique compared to (i) the output of other customers and (ii) already existing works. The User must therefore ensure that a sufficient distance to already existing works is maintained when reusing the output. PNS is constantly working to improve its Agentic Services to make them more accurate, reliable, secure and useful.

4 OWNERSHIP, INTELLECTUAL PROPERTY AND THIRD PARTY CONTENT AND TERMS

4.1

Except for the rights explicitly granted to the User in these Agentic Service Terms, all rights, title and interest (including intellectual property rights) in the Agentic Service and the underlying technology remain with PNS and the Third Party Suppliers or licensors of PNS or the Third Party Suppliers respectively.

4.2

PNS grants the User a non-exclusive, non-transferable, non-sublicensable right to use the Agentic Service during the Term of these Agentic Service Terms, subject to the User’s payment of the agreed fees.

4.3

PNS grants the User a non-exclusive, perpetual, non-transferable, non-sublicensable right to use the output of any Agentic Service, subject to the User’s payment of the agreed fees.

4.4

The User grants PNS a non-exclusive, non-transferable, non-sublicensable right to use any and all information, data and content that the User processes in the Agentic Service to the extent this is required for the purpose of providing Agentic Service to the User. The User warrants that it owns or otherwise has secured all rights that are required to enable PNS to use such information, data and content for the performance of the Agentic Service without infringing the intellectual property rights or privacy rights of third parties.

4.5

The Agentic Service may include or interact with third-party services that may be subject to separate license terms of the respective Third Party Suppliers or third-party licensors. The User shall comply with the then-current version of any Third Party Terms if and as applicable.

5 LIMITATION OF LIABILITY

5.1

PNS shall be fully liable for damages (i) which are based on an intentional or grossly negligent breach of duty by PNS or on an intentional or grossly negligent breach of duty by a legal representative of PNS or a vicarious agent of PNS, (ii) which result from the breach of a guarantee assumed by PNS, (iii) from a fraudulently concealed defect, (iv) from injury to life, body or health resulting from a negligent breach of duty by PNS or an intentional or negligent breach of duty by a legal representative of PNS or a vicarious agent of PNS, and (v) under the Product Liability Act (ProdHaftG).

5.2

In case of a breach caused by ordinary negligence of obligations whose fulfillment is essential for the proper performance of these Agentic Service Terms, whose breach jeopardizes the achievement of the purpose of these Agentic Service Terms and on whose compliance the User regularly relies (Kardinalpflicht), PNS liability shall be limited to the typically foreseeable damage. Any other liability for damages caused by ordinary negligence is excluded.

5.3

The User agrees that the liability as set out in Section 5.2 shall moreover not exceed the total amount of remuneration paid by the User under these Agentic Service Terms in the contract year in which the claim arises. The liability of PNS for all damages under these Agentic Service Terms falling under Section 5.2 shall therefore be limited in aggregate to the aforementioned amounts.

5.4

Deviating from Section 5.3 above, the User agrees that damages or costs arising from the loss of revenue, profit or data shall furthermore be limited to 50% of the total amount of remuneration paid by the User under these Agentic Services Terms of the contract year in which the claim arises.

5.5

PNS is not liable for data protection violations committed by the User to the detriment of its own customers, employees or other third parties.

5.6

For any Pre-Contractual Use provided free of charge, PNS shall only be liable for damages caused by intent or gross negligence; Section 5.1 remains unaffected.

5.7

The above limitations of liability also apply to the personal liability of employees, representatives, organs and vicarious agents of PNS.

6 CONFIDENTIAL INFORMATION

6.1

Each Party shall treat Confidential Information confidentially, protect it from access by third parties by means of confidentiality measures appropriate to the circumstances and use it only for the purposes of these Agentic Service Terms. “Confidential Information” are all information which one Party discloses or makes available to the other Party orally, in writing or in any other (e.g. electronic) form and which are either labelled as confidential or which a recipient acting with the care of a prudent businessman would reasonably consider confidential, in particular technical and commercial information, such as, for example business and trade secrets, information of a scientific, industrial or commercial nature, in particular product and marketing plans and information about customers, suppliers and (development) clients, as well as processes, algorithms, software and source code, data, drawings, drafts, sketches, plans, descriptions, specifications, measurement results, calculations, experience, procedures, samples, secret technical know-how or as yet unpublished applications for technical property rights. Information is not Confidential Information if it demonstrably

a) was already known to the receiving Party at the time of disclosure by the disclosing Party;

b) was already publicly known at the time of disclosure by the disclosing Party or becomes publicly known at a later date, unless this is due to a breach of these Agentic Service Terms by the receiving Party;

c) has been disclosed to the receiving Party by a third party without the third party having acted unlawfully in obtaining or disclosing the information concerned or having breached a confidentiality obligation in favor of the disclosing Party; or

d) has been created or developed by the receiving Party itself or was created or developed on behalf of the receiving Party independently of knowledge of the Confidential Information.

6.2

Each Party shall ensure that its employees and other third parties involved also maintain the confidentiality described above. Third parties do not include professional consultants of the Party who are subject to statutory or professional confidentiality obligations and who are involved in the establishment, assessment or implementation of the cooperation within the scope of these Agentic Service Terms on behalf of a Party.

6.3

The confidentiality and purpose limitation shall also apply to such Confidential Information that a company affiliated with one Party discloses directly to the other Party or to a company affiliated with this Party. Each Party shall ensure that the companies affiliated with it also keep such Confidential Information secret and use it solely for the permitted purpose.

6.4

The receiving Party also undertakes not to reverse engineer, decompile, disassemble or otherwise examine the composition and/or production of Confidential Information of a disclosing Party, unless the disclosing Party has expressly agreed to this in writing in advance.

6.5

The confidentiality obligation shall remain in force for 5 years after termination of these Agentic Service Terms.

7 COMPLIANCE

Each Party is responsible for compliance with the statutory obligations applicable to it (including tax obligations). PNS is in particular not responsible for the fulfillment of the User’s industry-specific, statutory or regulatory requirements. The User shall review the suitability of the Agentic Service for use in accordance with the industry-specific, legal and regulatory requirements applicable to the User.

8 GENERAL PROVISIONS

8.1

These Agentic Service Terms and any claim, dispute or controversy arising out of or relating to these Agentic Service Terms shall be governed by and construed in accordance with the laws of Germany, without giving effect to its conflict of law provisions. The courts of Munich, Germany shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Agentic Service Terms (including non-contractual disputes or claims). The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

8.2

The Agentic Service may not be used by a User based in any US, UK, EU or Japan embargoed country.

8.3

All notices, consents, waivers and other communications required or permitted under these Agentic Service Terms must be in English or German and in text form.

8.4

The Parties are independent contractors, and at no time will either party be deemed to be the agent or employee of the other party. No joint venture, partnership, agency, or other relationship will be created or implied between the Parties as a result of these Agentic Service Terms. Except as expressly set forth in these Agentic Service Terms, each Party will bear full and sole responsibility for its own expenses and costs of operation. Furthermore, neither Party will have the authority to, and will not purport to, enter into any contract on behalf of the other Party, or commit it to any obligation.

8.5

There are no third-party beneficiaries under these Agentic Service Terms.

8.6

If any provision of these Agentic Service Terms is found by a court of competent jurisdiction to be invalid or unenforceable, these Agentic Service Terms shall remain in full force and effect. It is the explicit intention of the Parties to maintain the validity of the remaining provisions under all circumstances. Section 139 German Civil Code (BGB) shall not apply.

8.7

Neither Party may assign its rights or obligations under these Agentic Service Terms without the prior written consent of the other Party.

8.8

General terms and conditions of the User shall not apply even if these Agentic Service Terms are concluded with knowledge of them and PNS does not separately object to their validity. Deviating or contradictory terms shall only apply if they have been expressly accepted by PNS in writing. The User acknowledges that in entering into these Agentic Service Terms, the User has not relied on any oral or written statements, securities, or other warranties, representations, or undertakings made by or on behalf of PNS at any time prior to the signing of these Agentic Service Terms with respect to the subject matter hereof, other than those set forth in these Agentic Service Terms.

8.9

If PNS processes personal data on behalf of User, the parties will conclude a data processing addendum based on the template of PNS available upon request to PNS.