1. General Information and Scope
1.1 The NeoRebels GmbH, Dreiherrnsteinplatz 11, D-63263 Neu-Isenburg (“NeoRebels” or “We”) is the provider of the AI Productivity Platform sqemes (the “Platform”), a Generative AI Prompt Manager that allows companies of all sizes (“Customers”) to utilize Large Language Models (such as GPT-4, Dall-E, or others, individually referred to as “LLM,” collectively as “LLMs”) and manage content.
1.2 These General Terms of Use (Terms of Use) apply to the use of the “sqemes” platform.
1.3 Agreements regarding specific services or service areas become part of the contract with the customer and take precedence over these terms of use in case of contradictions.
1.4 Agreements regarding specific services or service areas become part of the contract with the customer and take precedence over these terms of use in case of contradictions.
1.5 For business customers with their own terms and conditions: The application of the customer’s general terms and conditions is excluded. Deviating, conflicting, or supplementary general terms and conditions of the customer become part of the contract only to the extent that Sqemes has expressly agreed to their validity in writing. This requirement for consent applies in any case, for example, even if Sqemes accepts the customer’s payments unconditionally or provides the service without reservation, despite being aware of the customer’s general terms and conditions.
1.6 The usage agreement consists of the performance description of the respective booked product, the general terms of use, and the annexes to these terms of use. In case of contradictions, the following order of precedence applies: (1) performance description, (2) annexes, and (3) general terms of use. The parties enter into a separate contract for order processing in accordance with Art. 28 para. 3 GDPR.
2. Subject Matter of the Contract and Basic Functionalities of the Platform
2.1 The platform consolidates access to various LLMs. The customer can determine the LLMs approved for use in their workspace from the currently available LLMs (available at the time of conclusion of this usage contract, as specified in the “LLMs” annex), choosing between LLMs hosted in the European Union and those hosted in other regions. Customers use their own API keys for LLMs. The platform transmits customer requests (“Prompts”) to the selected LLM, and the responses generated by the LLM (“Output”) are sent to the customer. Based on the content of the communication, a description for the prompt templates can automatically be generated and displayed. Additionally, the platform includes features for workflow and automation management via integrations and collaboration within an organizational structure.
2.2 The customer can integrate third-party systems (e.g., automation tools or communication systems) from third-party providers (e.g., Zapier, Notion, Slack, Pabbly Connetc) as “Third-Party Tools” into their workspace. Third-Party Tools are provided by the respective third-party provider under their contractual terms; Sqemes is not responsible for Third-Party Tools, their availability, and functionality, and disclaims any liability for Third-Party Tools.
2.3 The specific functionalities and system requirements of the platform are outlined in the description valid at the time of order placement.
2.4 SaaS and Dedicated Hosting:
Sqemes provides the platform as technical infrastructure to the customer. The customer’s data is stored on servers in the European Union unless otherwise agreed. Storage in the USA can be arranged upon request.
Sqemes makes the platform available for use at the access point of Sqemes’ data center (“Transfer Point of Service”). To use the platform, the customer must have their own internet access and access the platform at the Transfer Point of Service through this access.
2.5 Self-Managed Hosting:
Sqemes provides the ability for Enterprise customer with access to the GitHub repository containing the code necessary for the installation and operation of the platform on the customer’s system. The customer may not provide access to unauthorized third parties or enable access. Sqemes is not obligated to install the platform on the customer’s system. The customer may use the code solely for the contractually compliant installation and operation of the platform. The customer is entitled to make a backup copy for security purposes (“Backup Copy”). The customer agrees to label the backup copy as such and to include a copyright notice in favor of Sqemes. If the platform is made available for download, creating a backup copy is not allowed if it is possible to download the platform again.
2.6 The LLMs are operated by third-party providers (“LLM Providers”) in their sole responsibility. The use of LLMs on the platform is subject to the extent to which the respective LLM Provider provides the services. Sqemes has no influence on the technical design and scope of services provided by the LLM Providers and does not warrant a specific scope of functionality. LLM Providers may change or terminate the scope of their services at any time, potentially hindering Sqemes’ services. Sqemes is not liable for service restrictions caused by changes in LLM Providers.
2.7 If a change in the functionality of one or more LLMs or a non-temporary restricted or absent availability of one or more LLMs results in the customer, considering the scope and duration of the impairment, its importance to the customer, the contract duration, and the agreed compensation, finding the continuation of the contract unreasonable, the customer can terminate the usage contract extraordinarily with a notice period of (i) 7 days for a monthly contract and (ii) 30 days for an annual contract. In this case, the customer owes the recurring fee only proportionally for the contract term until the termination date. One-time payments will not be refunded. This special termination right does not apply if the customer is the contracting party of the respective LLM Provider and the customer’s use is terminated or restricted due to a termination by the customer or a termination or other measure by the LLM Provider, for which the customer is responsible.
2.8 Sqemes is only obligated to change or adapt the platform if such a change or adaptation is necessary for the maintenance of the platform according to the state of the art. Otherwise, Sqemes is only obligated to change, adapt, and develop the platform if the parties expressly agree to this separately.
3. Registration and Creation of a Customer Account
3.1 To access the platform’s services, the customer must register and create a customer account.
3.2 The customer assures that all data provided by them during registration is correct and complete. In the event of subsequent changes, the data stored in the user account, especially address, payment, and contact details, must always be kept up to date.
3.3 The customer is obligated to keep their access data confidential and not to disclose it to third parties. No third parties include the customer’s employees and other users authorized by the customer, who are allowed to use the platform and for whom the customer has a license.
3.4 No customer account is required for using the platform under Self-Managed Hosting.
4. Trial and Pilot Phase
4.1 The customer can use the platform for a period of one week with limited functionality for free (“Trial Phase”). After the Trial Phase expires, the usage opportunity ends automatically without the need for termination if the customer does not enter into a contract for the paid use of the platform.
4.2 If Sqemes and the customer have agreed on a paid test phase (“Pilot Phase”), the customer is entitled to use the platform for the duration of the Pilot Phase with the agreed number of users and in accordance with these terms of use. After the Pilot Phase expires, the usage opportunity ends automatically without the need for termination if the customer does not enter into a contract for the paid use of the platform. Ordinary termination is excluded for both parties during the Pilot Phase. The right to extraordinary termination remains unaffected.
5. Conclusion of the Contract
The performance description of the products on the Sqemes website does not constitute a binding offer. If the customer wishes to conclude a paid subscription after the free Test Phase, an upgrade can be selected under “Settings > Subscriptions” in the customer account. The customer will then be redirected to the payment service provider PayPal to complete the subscription. By clicking “Subscribe,” the customer places a binding order for the selected product. The contract is concluded upon receipt of the confirmation email from Sqemes or by Sqemes commencing the provision of services. The acceptance period is seven days. If Sqemes does not accept the customer’s offer within this period or commence the provision of services, the customer is no longer bound to their offer.
6. Availability of the Platform, Troubleshooting
6.1 The platform is available 99% on average per calendar month.
6.2 Non-availability exists when the platform is completely unavailable due to circumstances within Sqemes’ responsibility. Non-availability does not exist if the platform is inaccessible due to circumstances not attributable to Sqemes, especially due to force majeure (including war and war-like conditions, natural disasters, epidemics and pandemics, including the COVID-19 pandemic), customer misoperation, or the customer’s contractual use or due to planned maintenance periods according to Section 6.3.
6.3 Sqemes may temporarily restrict access to the platform to perform maintenance. Sqemes will announce planned maintenance times to the customer at least 7 days in advance. Planned maintenance times that do not affect availability can be scheduled on Saturdays and Sundays from 0:00 to 7:00. The total duration of planned maintenance times may not exceed 24 hours per month.
6.4 If the platform has an error or malfunction, the customer must promptly notify Sqemes in writing, providing a detailed description of the situation and attaching all information useful for troubleshooting (“Error and Fault Reports”). Sqemes will respond to proper Error and Fault Reports from Enterprise customers within one working day (the “Response Time”) with a qualified feedback on the causes of the error and the measures taken and to be taken for troubleshooting. The Response Time does not apply to minor errors and faults.
6.5 An error or malfunction exists if the platform does not have the contractually agreed functionalities and this is within Sqemes’ responsibility.
6.6 This Section 6 does not apply to the availability of the LLMs. Sqemes does not guarantee a specific availability of the LLMs and assumes no liability in this regard.
6.7 This Section 6 also does not apply if the parties have agreed on Self-Managed Hosting.
7. Usage Rights to the Platform
7.1 Sqemes grants the customer a temporary, revocable, non-exclusive, and non-transferable right to use the platform to the contractually agreed extent. The usage right expires at the latest upon termination of the contract.
7.2 The customer may only use the platform for their own business activities. Usage may only occur by the agreed number of users simultaneously.
7.3 The customer is not entitled to rent, lease, lend, reproduce, resell, or otherwise distribute or transfer the platform or access to the platform; use the platform for the development of their own services with the same or essentially the same functionalities; activate and/or use functionalities of the platform for which no usage rights have been granted; transfer the usage rights to the platform to third parties or grant third parties access to the platform without Sqemes’ consent; modify, translate, reproduce, decompile, examine the functions, or otherwise change the source code of the platform, algorithms, or other program components, except as legally permissible under § 69d or § 69e of the German Copyright Act; remove, bypass, decrypt, or otherwise modify legal notices, especially regarding Sqemes’ industrial property rights.
8. Duties and Responsibilities of the Customer
8.1 If the customer uses the platform under SaaS or Dedicated Hosting, the customer grants Sqemes the non-exclusive right to use the content provided by the customer, especially communication content (including prompts, photographs, graphics, videos, files, documents, logos and symbols, text, collectively “customer content”) during the contract period to the extent necessary for contract fulfillment. This includes reproduction, editing, and transmission, particularly to the LLM providers selected by the customer. The customer ensures that they have the right to grant these rights to Sqemes. Sqemes does not acquire additional rights to customer content. The customer retains all rights to the content provided by them.
8.2 The customer may only store or transmit customer content on the platform if (i) they are authorized to use it to the extent required for contract fulfillment, (ii) it does not violate the rights of third parties (especially trademark rights, copyrights, and other industrial property rights, as well as personal rights), and (iii) it does not have illegal, violent, racist, discriminatory, or pornographic content.
8.3 Additional requirements from the respective LLM providers may apply for the use of individual LLMs:
Open AI:
- [OpenAI Usage Policies](https://openai.com/policies/usage-policies)
The customer is responsible for complying with these conditions. Sqemes emphasizes that violations of these conditions may result in exclusion or restriction of LLM usage. Sqemes is not liable for restrictions on Sqemes’ services resulting from the customer’s violation of the conditions of an LLM provider.
8.4 Upon Sqemes’ first request, the customer indemnifies Sqemes from all claims by third parties (including LLM providers) due to (i) the use of customer content by Sqemes or the customer and (ii) the use of the platform by the customer against Sqemes, to the extent these claims do not result from intentional or grossly negligent behavior by Sqemes. This includes the costs of reasonable legal defense according to the RVG.
8.5 It is the customer’s responsibility to independently create backups of customer content.
8.6 The customer takes suitable measures to ensure that third parties cannot access the platform provided to the customer without authorization.
9. Remuneration and Payment Terms
9.1 The agreed remuneration, including any usage-based remuneration for API calls, is due monthly at the end of the month. Customers using LLMs with their own API keys and based on their own contracts with the respective providers pay the agreed remuneration directly to the provider.
9.2 All amounts are in EUR and net.
9.3 Invoicing to the customer is done electronically (e.g., via email) unless otherwise agreed.
9.4 The customer can only offset undisputed or legally established claims unless they are claims related to a mutual relationship.
9.5 Sqemes is entitled to adjust the remuneration payable by the customer under this usage agreement at its reasonable discretion based on the development of costs at Sqemes that are relevant to the price calculation. Such an adjustment may result in a price increase or decrease. The calculation of the total costs at Sqemes includes, in particularadministrative costs, costs of maintenance and operation of Sqemes’ IT infrastructure, general costs (costs of sales and marketing, personnel costs, rent, external service providers), as well as financing costs, taxes, fees, and other levies. Costs invoiced by the LLM providers are carried by the customer itself. Cost increases and reductions are equally considered in the pricing by Sqemes. All price changes are communicated to the customer via email and take effect no earlier than 30 days after such notification by Sqemes. If Sqemes increases the remuneration by more than 10%, the customer is entitled to terminate the usage agreement with a notice period of four weeks from the receipt of the request for an increase.
10. Warranty
10.1 For defects in the platform, §§ 536 ff BGB apply. Liability without fault for initial defects according to § 536a BGB is excluded. The customer must immediately notify Sqemes in writing of any defects.
10.2 Rectification of defects is carried out at Sqemes’ discretion either by free rectification or replacement delivery.
10.3 Termination by the customer according to § 543 para. 2 sentence 1 no. 1 BGB due to non-provision of the contractually agreed use is only permissible if Sqemes has been given sufficient opportunity to remedy the defect and this has failed.
10.4 Sqemes assumes no warranty for the customer’s internet access, especially for the availability and dimensioning of internet access. Sqemes also assumes no warranty for the customer’s systems on which the platform may be running.
10.5 Sqemes has no influence on the completeness and correctness of the outputs generated by the LLMs and assumes no warranty for this. Sqemes expressly points out that the customer should not rely on the substantive correctness of the outputs without verifying them. Outputs that appear correct due to their level of detail or specificity may contain significant inaccuracies. Outputs may also not contain the latest or complete information. Events or changes to the underlying facts that occurred after the training of the respective LLM are not considered by the LLM and may not be included in the output.
10.6 The customer is not entitled to claim a rent reduction by deducting the reduction amount from the ongoing remuneration. Claims of the customer under enrichment law to reclaim the overpaid part of the remuneration due to a justified reduction remain unaffected.
11. Liability and Damages
11.1 Sqemes is liable in all cases of contractual and non-contractual liability for intent and gross negligence in accordance with the statutory provisions for damages or reimbursement of futile expenses.
11.2 In all other cases, Sqemes’ liability – unless otherwise regulated in Clause 11.3 – is limited to the violation of a contractual obligation, the fulfillment of which enables the proper performance of the contract in the first place and on whose compliance the customer regularly relies (so-called cardinal obligation), limited to the replacement of foreseeable and typical damages. In all other cases, liability is excluded, subject to the regulation in Clause 11.3.
11.3 Sqemes’ liability for damages resulting from the violation of life, body, or health and under the Product Liability Act remains unaffected by the above limitations and exclusions of liability.
11.4 If, according to these provisions, liability is excluded, this also applies to the liability of the organs and agents, in particular employees, of Sqemes.
11.5 The limitation period for customer claims for damages against Sqemes is one year, except in cases of paragraphs 11.1 and 11.3.
11.6 In the event of damages incurred by the customer due to the behavior of an LLM provider, Sqemes’ liability is limited to the assignment of Sqemes’ claims against the respective LLM provider, to the extent that the provider’s contractual and usage conditions (as evident from Appendix “LLMs”) allow the assignment. This does not apply if the customer is the contractual partner of the respective LLM provider. In this case, any liability of Sqemes for such damages is excluded.
12. Blocking Access to the Platform, Deletion of Content
12.1 Sqemes may, at its discretion, temporarily or permanently block the customer’s access to the platform as a whole or to individual sections if specific indications exist that the customer is violating these terms of use and/or applicable law, or if Sqemes has another legitimate interest in blocking. When deciding on a block, the legitimate interests of the customer will be appropriately considered. If, despite warnings, the customer repeatedly violates these terms of use, Sqemes reserves the right to permanently block access.
12.2 In the case of temporary or permanent blocking, access authorization will be blocked, and the customer will be notified by email.
12.3 In the case of temporary blocking, after the expiration of the blocking period or the permanent elimination of the blocking reason, access authorization will be reactivated, and the customer will be notified by email. Permanently blocked access authorization cannot be restored. Persons permanently blocked are permanently excluded from using the platform and may not register again. With the permanent blocking of the customer, Sqemes is entitled to terminate the user relationship extraordinarily.
12.4 Sqemes is entitled to delete content that does not comply with the conditions of paragraph 8 if the customer does not delete it themselves within a reasonable period after being requested to do so.
13. Contract Duration; Termination of Access
13.1 The customer is allowed to use the platform for the duration specified in the performance description of the respective product.
13.2 If no deviating minimum contract term has been agreed, the contract term is one month (“basic term”). After the expiration of the basic term, the usage contract is extended by one month each time, unless terminated by one party at the latest 7 days before the expiration of the basic term or the extended term.
A usage contract with a term of one year is extended by another 12 months each time if the usage contract is not terminated by one party at the latest 30 days before the expiration of the initial contract term or the extended term.
13.3 The right of both parties to terminate for cause remains unaffected.
13.4 Sqemes has the right to terminate for cause, in particular, in the following cases: (i) the customer becomes insolvent or over-indebted; (ii) an application for the opening of insolvency proceedings is filed over the assets of the customer (with the provision of §112 InsO remaining unaffected), or (iii) the customer is in default of payment of the agreed remuneration or a significant part thereof for two consecutive months or is in default of payment of the ongoing remuneration in an amount exceeding the remuneration due for two months over a period of more than two months.
13.5 Termination must always be made in writing (by post or email).
13.6 If the platform has been handed over to the customer as part of Self Managed Hosting, the customer is obliged, after the contract term has expired, to (i) immediately cease using the platform, (ii) completely and finally delete the platform and all program copies (including the backup copy) from its systems, and (iii) return any other materials and documents provided by Sqemes at its own expense.
13.7 Any use of the platform after the end of the contract term is not permitted.
14. Data Protection
14.1 To the extent that Sqemes processes personal data for the customer to provide the contractual services, Sqemes is a processor within the meaning of Article 28 of the General Data Protection Regulation (GDPR) and the parties conclude the additional agreement for order processing by concluding this user agreement.
15. Confidentiality
15.1 “Confidential Information”
“Confidential Information” in the context of this agreement refers to all information (whether written, electronic, oral, digitally embodied, or in any other form) disclosed by one party to the other party (or an entity affiliated within the meaning of § 15 AktG). This includes, in particular:
- Business secrets, products, software, including individual components, source code, manufacturing processes, algorithms, know-how, inventions, business relationships, business strategies, business plans, price lists, and conditions.
- Documents and information protected by technical and/or organizational measures and marked as confidential or to be considered as confidential based on the nature of the information or the circumstances of transmission.
15.2 Exclusions
Not considered Confidential Information are details:
- Already known to the public or the other party before transmission or become generally accessible at a later date without a breach of confidentiality obligations;
- Transmitted to a party by a legitimate third party without a breach of confidentiality obligations.
15.3 Obligations
The parties commit to:
- Treat Confidential Information strictly confidential and use it only for the purpose of this usage agreement;
- Disclose Confidential Information only to representatives whose knowledge is essential and who are bound by the terms of this confidentiality agreement;
- Secure Confidential Information against unauthorized access by third parties through appropriate confidentiality measures;
- Return or destroy, at the request or without prompting, all Confidential Information (including any copies) within ten days of the request or termination of the cooperation agreement, at their own expense, unless legal retention obligations prevent it. The rules in Section 13.6 take precedence for deleting platform duplicates.
15.4 Non-compliance with Trade Secrets Law
If Confidential Information does not meet the requirements of a trade secret under the Trade Secrets Act, it is still subject to the confidentiality obligations in this section.
15.5 Duration
The confidentiality obligations under this section persist even after the termination of the usage agreement.
16. Modification of Services and Terms of Use
16.1 Changes by Sqemes
Sqemes reserves the right to modify the offered services and these terms of use. A change is possible if the respective modification is necessary to account for unforeseeable changes at the conclusion of the contract, especially regarding technical or legal conditions, including the conditions for the use of LLMs and third-party tools. Sqemes will consider the legitimate interests of the customer in each case. The expansion of functionality, particularly the inclusion of additional LLMs or the possibility of integrating additional third-party tools, is unilaterally possible regardless of these conditions.
16.2 Notification of Changes
Changes will be communicated to the customer in advance via email. If the customer does not object to their validity within four weeks of receiving the notification, the changes will be deemed accepted for the future. If the customer objects to the changes, Sqemes is entitled to terminate the contractual relationship with a notice period of two weeks, provided that Sqemes has pointed out the effect of silence and the right to terminate in the change notification.
16.3 Exceptions
Any change to the subject matter of the contract and the main performance obligations, leading to an overall change in the contractual structure, is excluded from the authority to make changes. In these cases, Sqemes will inform the customer of the intended changes and offer to continue the contractual relationship under the then-changed conditions.
17. Final Provisions
17.1 Applicable Law
Agreements between the parties, including these terms of use, are subject to the substantive law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods and international private law.
17.2 Jurisdiction
The exclusive place of jurisdiction is Hessen, Germany. However, Sqemes is also entitled to sue the customer at its general place of jurisdiction. Mandatory legal provisions regarding exclusive places of jurisdiction remain unaffected by this regulation.
17.3 Severability
If one or more provisions of these terms of use are or become invalid, the validity of the remaining provisions will not be affected.
Attachment: LLM Providers and Their Terms of Use
- GPT-3.5, GPT-4, Dall-E: OpenAI (US) [Terms](https://openai.com/policies/terms-of-use)