Terms and Conditions

These Patalyze Terms and Conditions (“Terms and Conditions”) are entered into by and between Patalyze GmbH, Stadionstraße 6, 85716 Unterschleißheim, Germany (“Patalyze”) and the legal entity, or the natural person acting in the exercise of its trade, business or profession, that agrees to these terms (“Organization”).

Patalyze specializes in services for patent and other data-driven insights, and provides its online services at patalyze.com. Organization wishes to utilize Patalyze’s services for business purposes. In order to allow Organization to make use of the services, Organization is granted access to the Services (as defined herein) in accordance with and strictly limited to the scope of these Terms and Conditions.

The Terms and Conditions are available at patalyze.com/terms-and-conditions and can be downloaded and printed by Organization. Patalyze does not store the contract text for Organization after conclusion of the contract. Organization should save or print the version of these Terms and Conditions in force at the time of conclusion.

By agreeing to these Terms and Conditions, Organization represents to us that Organization is lawfully able to enter into contracts and, in case the consent to these Terms and Conditions is declared on behalf of a legal entity or another person, the individual agreeing to these Terms and Conditions is legally authorized to act on behalf of the legal entity or person. These Terms and Conditions incorporate the Service Specification, the Usage Terms and the Desktop Terms, and refer to the Privacy Policy, which informs Organization and its Users about the processing of personal data and is not part of the contract.

1. Definitions#

1.1 “Agreement” refers to the agreement between Organization and Patalyze concerning the subscription to and the use of Patalyze’s Services in accordance with these Terms and Conditions.

1.2 “Business Days” are Monday through Friday, excluding public holidays in Bavaria, Germany.

1.3 “Records” refers to the individual data items stored in a Database, each of an object type such as a product, a patent, a scientific paper, a technical standard, a court or legal document, or a Custom Object. Patalyze makes certain object types available as reference data through the Data API. The User creates and manages other Records, including products and Custom Objects.

1.4 “Database” refers to a database the User creates to organize Records, the mappings between them, and the resulting table, dashboard and note pages.

1.5 “Datasets” refers to the collections of reference Records that Patalyze makes available through the Data API, such as patents, scientific papers, technical standards and court and legal documents, together with their classifications, and any further Data Patalyze may make available from time to time.

1.6 “Custom Objects” refers to object types that the User defines, together with the Records created under them.

1.7 “Input” refers to any input data (texts, documents, patent reference numbers, search queries etc.) that Organization or a User submits to the Services in connection with their use as specified in the Service Specification, whether it is processed by infrastructure operated by Patalyze, stored on a User’s device in local storage mode, or transmitted to a model provider that Organization supplies.

1.8 “Output” refers to any data that has been generated by processing Input using the Services.

1.9 “Organization Content” refers to Input and Output.

1.10 “Organization” refers to the entity ordering or subscribing to the Patalyze Services as the contracting party.

1.11 “User” / “Users” refers to any user(s) accessing the Services using his/her login credentials or any authentication method provided under an Organization’s account. Users are assigned to an Organization.

1.12 “Order Button” refers to the button in the online ordering process marked to finalize the ordering process (e.g., with the inscription “Buy now”, or similar).

1.13 “Services” refers to the entirety of the services offered and provided by Patalyze in accordance with the Service Specification, excluding Test Functions, to which Section 3.1.3 applies.

1.14 “Service Specification” refers to the list of functionalities and specifications of the Services as agreed upon conclusion of the Agreement.

1.15 “Model Rate” means, for a given AI model, Patalyze’s published rate for input tokens, cached input tokens, cache write tokens and output tokens, stated in euro net per 1,000,000 tokens and set out in the model rate table on the pricing page.

1.16 “AI Usage Charge” means the charge for an AI Request, calculated from the Model Rates of the model used in accordance with the Service Specification, as consideration for Patalyze’s Services.

1.17 “AI Usage” means the use of the AI-based Services. The AI Usage Charge for each AI Request is deducted from the AI & Data Usage Balance after the request has been processed.

1.18 “Data API” means the API over which Patalyze makes the Datasets available.

1.19 “Data Usage” means requests to the Data API (“Data API Requests”) and any other request or unit of use that the Service Specification charges at a fixed fee. A “Request Fee” is any such fixed fee, set out in the data rate table on the pricing page, including the “Data API Request Fee” charged per Data API Request.

1.20 “AI & Data Usage Balance” (also the “Balance”) means the prepaid monetary amount, denominated in euro, held on Organization’s account and available to fund Organization’s AI Usage and Data Usage.

1.21 “Desktop App” means the Patalyze desktop application made available by Patalyze for installation on a User’s device, including any updates to it, through which the Services can be accessed as described in the Service Specification.

1.22 “AI Request” means a single request to an AI model that Patalyze provides, made by the Research Agent or another AI-based Service. AI Requests are charged as AI Usage. A request to the Data API is a Data API Request (Section 1.19) and is charged as Data Usage, not an AI Request, even where the Research Agent initiates it.

2. Subject of the Agreement#

2.1 Subject to these Terms and Conditions and the Service Specification, Patalyze provides Organization with access to the Services.

2.2 Organization shall pay Patalyze for the Services the charges indicated next to or directly above the Order Button prior to the use of the Order Button or any other charges previously agreed between Patalyze and Organization.

2.3 The Services are offered exclusively to entrepreneurs (§ 14 BGB), legal entities under public law and special funds under public law. Organization confirms that it concludes this Agreement in the exercise of its trade, business or independent professional activity and not as a consumer (§ 13 BGB). Patalyze may request evidence of this status, such as a VAT identification number or a register extract, and may refuse or terminate the Agreement where it is not provided.

3. Services of Patalyze#

3.1 General#

3.1.1 Patalyze will process and store Organization Content in accordance with Patalyze’s Privacy Policy and the data processing agreement (Section 3.1.8). Patalyze will only use Organization Content as necessary to provide Organization with the Services and to comply with applicable law. Patalyze stores Organization Content on its servers, other than Organization Content kept in local storage mode (Section 2.7 of the Service Specification), as required to provide the Services, including durable storage of the research data Organization creates or imports (such as Records, mappings and pages) for the term of the Agreement, and deletes it in accordance with the Privacy Policy, Section 10.8 and upon deletion of the relevant Record, Database or Organization.

Patalyze may create and retain access logs and metadata, such as the time and size of requests, the number of Records processed, the model used and the charges incurred, for billing, security and compliance purposes, including to obtain and maintain security certifications, and may use aggregated or anonymised data derived from them, which no longer relates to Organization or its Users, to operate and improve the Services. Where such logs contain personal data processed on Organization’s behalf, the data processing agreement applies.

Patalyze will not use the Organization Content for improving its Services, unless Organization agrees in text form.

3.1.2 Patalyze will only access the Organization Content in the event and to the extent required to carry out a diagnosis or to solve technical issues which may eventually compromise the availability of the Services. To the extent required for the purposes mentioned above, where certain error patterns occur during the processing of Organization Content, records reflecting those error states (such as failed run or processing records) may be retained as part of Patalyze’s access logs and metadata under Section 3.1.1. Access to such records is restricted, in the context of a logged process, to selected employees of Patalyze who are bound to secrecy.

3.1.3 Patalyze may make additional functions available in alpha or beta versions on a trial basis (“Test Functions”). Test Functions are marked as such. They are provided free of charge, may contain errors, may be changed, restricted or discontinued at any time, and are not covered by Section 4 or Section 11. Section 11.1.6 applies to defects. Sections 6, 7, 8 and 12, the data processing agreement and the Privacy Policy apply to the use of Test Functions and to Organization Content processed by them.

3.1.4 Further services, including but not limited to consulting, individual development, or implementation or training services, shall not be part of the regular Services of Patalyze and will only be provided by Patalyze upon express individual agreement.

3.1.5 Patalyze is entitled to subcontract third parties to fulfill its contractual duties in whole or in part. Sub-processors of personal data are governed by Section 3.1.8.

3.1.6 Organization may grant Users access to the Services in its sole discretion. However, Organization shall be fully liable for any use of the Services by Users and shall ensure that Users are aware of and respect any and all restrictions for the use of Services set out in this Agreement. Organization shall be liable for all charges payable for the Services ordered by Users. Organization shall promptly notify Patalyze of any suspected or alleged violation of this Agreement and shall cooperate with Patalyze with respect to investigation of such violations as well as to any action by Patalyze to enforce this Agreement.

3.1.7 No legal advice. The Services and the Output, including mappings, scores, summaries, risk rankings and freedom-to-operate, validity or infringement assessments, are software-generated information tools. They do not constitute legal advice or a legal opinion and do not replace the assessment of a qualified patent attorney or lawyer. Patalyze does not provide legal services (Rechtsdienstleistungen) within the meaning of the German Legal Services Act (RDG) or the Patent Attorney Code (PAO). Output is generated by artificial intelligence and may be incomplete or wrong. Organization is responsible for reviewing Output before relying on or acting upon it, in particular in decisions concerning filing, prosecution, enforcement, licensing, product launch or litigation.

3.1.8 Data processing on behalf of Organization. To the extent Patalyze processes personal data on Organization’s behalf in providing the Services, the data processing agreement pursuant to Art. 28 GDPR that Patalyze makes available at info@patalyze.com, including its list of sub-processors, forms part of the Agreement. Patalyze notifies Organization of intended changes to sub-processors in text form at least thirty (30) days in advance. Organization may object on reasonable data protection grounds and, if no solution is found, terminate the affected Services.

3.2 Changes to the Services#

3.2.1 Patalyze may modify the Services and their range of functions where this is reasonable for Organization, in particular to reflect technical developments, security requirements, changes in law or in the services of Patalyze’s providers, or to improve the Services. Sections 3.2.3 to 3.2.5 apply. A modification that results in the deletion or alteration of data stored by Organization on the online platform provided by Patalyze for the Services (“Patalyze Platform”) will be implemented only after Patalyze has notified Organization sufficiently in advance by email or via the Patalyze Platform.

3.2.2 Modifications to the Services and their range of functions in accordance with Section 3.2.1 are made without additional costs to Organization.

3.2.3 If a modification relates exclusively to time-critical security updates, extensions of functions, only insignificant components of the Services (such as design or presentation changes) and if it is not a Negative Change within the meaning of Section 3.2.4, Patalyze will inform Organization about the modification via the Organization’s account on the Patalyze Platform in a clear and comprehensible manner.

3.2.4 If a modification impacts Organization’s ability to access or use the Services in more than a minor way (“Negative Change”), Organization has the right to terminate the Agreement free of charge. Organization may exercise this right within thirty (30) days of receipt of the notice of the Negative Change (the “Change Notice”), with effect from the date the Negative Change takes effect or, if later, the date of the termination notice. If the modification is made after Organization has received the Change Notice, the thirty (30) days run from the date the modification is made. To exercise the right of termination, Organization should contact Patalyze via the contact form (available at patalyze.com/support) and state the reason for the termination. The right to terminate the Agreement does not apply if the accessibility or usability of the Services without the modification is maintained free of charge.

3.2.5 Negative Changes to the Services are deemed to have been approved if Organization does not object to them by exercising its right of termination in accordance with Section 3.2.4. Patalyze will specifically draw Organization’s attention to this legal consequence in the Change Notice.

3.2.6 These Terms and Conditions shall apply mutatis mutandis to any modifications and to the Services in their modified state.

4. Availability#

4.1 Patalyze shall provide an annual average of 95% uptime availability for the fee-based Services. The availability calculation excludes any downtime for planned maintenance work as well as service interruptions which are beyond Patalyze’s control, including but not limited to short-term and undue increase in the number of requests by Organization which requires an unplanned increase in system capacity.

4.2 Subject to the exceptions in Section 4.1, availability shall be calculated as the number of hours during which the Services are functional, divided by the total number of hours within the respective calendar year.

4.3 Unavoidable downtime due to planned maintenance work shall be electronically notified to Organization in good time in advance (e.g., by email).

5. Conclusion of the Contract#

5.1 To access Services, Users are required to create an account (“Account”) by completing a registration process. The information provided during registration includes, but is not limited to, name and email address. By completing the registration, the User affirms that the information provided is complete, truthful, and up-to-date. Any inaccuracies or omissions may result in termination of the account or Services. Users agree to promptly update any provided data to maintain its accuracy and completeness.

5.2 The User’s Account must be assigned to an Organization for purchasing AI & Data Usage Balances or subscriptions. User may create a new Organization by providing the name of the Organization and, for paid offerings, its billing address and payment information.

5.3 Patalyze reserves the right to reject Organization requests.

5.4 The order placed by clicking the Order Button (the “Service Order”) is accepted and the respective purchase contract is concluded if, after clicking on the Order Button, the following page is successfully loaded and an order number is provided. Before clicking the Order Button, Organization can review and correct its entries. The Agreement concerning a free Account is concluded when Patalyze activates the Account after registration.

5.5 Furthermore, in derogation of Sections 5.1 to 5.4, the contract concerning the Account offered by Patalyze can be entered into by other means of distance communication (e.g., email).

In this case, Patalyze will provide Organization with these Terms and Conditions and the Service Specification before entering into the contract, which will be entered into either when Patalyze expressly confirms the conclusion of the contract or when Patalyze puts the Services at Organization’s disposal.

6. Confidentiality#

6.1 “Confidential Information” means any business, technical or financial information, materials, or other subject matter disclosed by one party (“Discloser”) to the other party (“Recipient”) that is identified as confidential at the time of disclosure or should be reasonably understood by Recipient to be confidential under the circumstances. For the avoidance of doubt, Confidential Information includes Organization Content. Recipient agrees it will: (a) only use Discloser’s Confidential Information to exercise its rights and fulfill its obligations under this Agreement, (b) take reasonable measures to protect the Confidential Information, and (c) not disclose the Confidential Information to any third party except as expressly permitted in this Agreement.

6.2 The obligations in Section 6.1 do not apply to any information that (a) is or becomes generally available to the public through no fault of Recipient, (b) was in Recipient’s possession or known by it prior to receipt from Discloser, (c) was rightfully disclosed to Recipient without restriction by a third party, or (d) was independently developed without use of Discloser’s Confidential Information. Recipient may disclose Confidential Information only to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those of this Agreement, and to its sub-processors and service providers bound by confidentiality obligations at least as protective as those of this Agreement, to the extent required to provide or use the Services. Recipient will be responsible for any breach of this Section 6 by its employees, contractors, and agents. Recipient may disclose Confidential Information to the extent required by law or as ordered by a court or administrative authority of competent jurisdiction, provided that Recipient uses reasonable efforts to notify Discloser in advance. On the end of the Agreement, Patalyze returns or deletes Organization Content in accordance with Section 10.8 and the data processing agreement. The obligations under this Section 6 survive the end of the Agreement for three (3) years and, with respect to Organization Content, for as long as Patalyze holds it.

7. Copyright and Intellectual Property#

7.1 Patalyze grants Organization a non-exclusive, non-transferable, non-sublicensable worldwide right to use the Services for its internal intended purpose for the term and within the scope of this Agreement, subject and limited to the authorized number of Users.

7.1.1 Where Organization accesses the Services via the Desktop App, the download, installation and use of the Desktop App is additionally governed by the Desktop Terms, which form part of this Agreement.

7.2 All rights regarding the Organization Content (Input and Output) remain with Organization. However, Organization grants Patalyze the non-exclusive worldwide right to use the Organization Content solely in order to provide Patalyze’s Services to Organization. In particular, Organization grants to Patalyze the right to store the Input for the term of the Agreement and to modify, process, translate, improve and transmit it, and to sublicense the foregoing rights to its subcontractors, to the extent required to provide the Services set out in this Agreement.

7.3 Patalyze will not claim or assert any copyright to the Output generated for Organization using the Services. In the event that the Output generated for Organization using the Services is deemed to be protected under copyright laws to the benefit of Patalyze, Patalyze grants to Organization, upon creation of such Output, all exclusive, transferable, sublicensable, worldwide perpetual rights to use all of Patalyze’s rights in the Output (however, this shall not include any rights of third parties in the Output) without limitation and for any existing or future types of use, including without limitation the right to modify Patalyze’s rights in the Output and to create derivative works. Output is generated by artificial intelligence from Input and from the Datasets. Output generated for other Organizations may be identical or similar. The rights granted in this Section 7.3 relate only to the Output generated for Organization and do not restrict Patalyze from generating similar Output for others. Records from the Datasets contained in Output remain subject to Section 8.1.1(l). The rights under this Section 7.3 are subject to Section 8.1.2(e) and (f) during the term of the Agreement.

8. Obligations of Organization#

8.1 General#

8.1.1 Patalyze owns all right, title, and interest in and to the Services. Organization is only granted rights to use the Services as explicitly granted in this Agreement. Organization will not, and will not permit Users to:

• (a) Use the Services or Output in a manner that violates any applicable laws.
• (b) Use the Services or Output in a manner that infringes, misappropriates, or otherwise violates any rights of a third party (including copyrights and other intellectual property rights of third parties).
• (c) Reverse engineer, reverse assemble, reverse compile, decompile, translate, engage in model extraction or stealing attacks, or otherwise attempt to discover the source code or underlying components of the Services, algorithms, and systems of the Services (except to the extent these restrictions are contrary to applicable law).
• (d) Interfere with, disrupt, or create an undue burden on the Services.
• (e) Trick, defraud, or mislead Patalyze or Users, especially in any attempt to learn sensitive account information such as user passwords, or attempt to impersonate another user or person or use the username of another user, or attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
• (f) Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Services and/or the content contained therein.
• (g) Make improper use of Patalyze’s support services or submit false reports of abuse or misconduct.
• (h) Engage in unauthorized framing of or linking to the Services.
• (i) Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
• (j) Delete the copyright or other proprietary rights notice from any content.
• (k) Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
• (l) Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database or directory without Patalyze’s permission in text form, extract or re-utilise a substantial part of a Dataset (Section 87b para. 1 sentence 1 of the German Copyright Act) or of the databases of Patalyze’s suppliers for use outside the Services, or repeatedly and systematically extract or re-utilise insubstantial parts of a Dataset in a manner that conflicts with its normal exploitation or unreasonably prejudices Patalyze’s legitimate interests (Section 87b para. 1 sentence 2 of the German Copyright Act). Importing Records into a Database for use with the Services, within the technical limits the Services apply, is not such an extraction.

8.1.2 Organization may use the Services solely for the purpose agreed between the Parties. In particular, Organization may not, and will not allow third parties (including Users) to use the Services, Output created using the Services or other data, information or service provided by Patalyze unless expressly authorized by Patalyze in text form

• a) To control or operate critical infrastructure or the essential services of critical entities within the meaning of Directive (EU) 2022/2557 and the national laws implementing it, or safety-critical systems such as medical devices, weapons or vehicles, where a failure or error of the Services could lead to death, personal injury or severe physical or environmental damage.
• b) For any illegal activities, including development of any applications infringing any third-party rights or any other applicable laws or regulations.
• c) For spamming or any other unsolicited advertising.
• d) To perform benchmark or other capacity testing of Patalyze’s technical infrastructure.
• e) To create a competing product, service or API whose primary purpose is to provide data-driven insights of the kind the Services provide, including but not limited to searching, analysing or mapping across the Datasets or Records (such as patents, scientific papers, technical standards, court and legal documents and products), or assisting in the drafting or validity assessment of such documents.
• f) To develop, market or train an algorithm using the Services or the Datasets.
• g) To transmit any data to Patalyze which may not be transmitted to or processed by Patalyze due to data protection laws, contractual or statutory confidentiality obligations, export restrictions or other statutory provisions or third-party rights.

8.1.3 Organization is obliged to keep its access credentials and sign-in methods secure and undertakes not to disclose them to any third parties unless required for the contractually intended and permitted use of the Services. Organization is responsible for all activities that occur under Organization’s account, including the activities of any User who is provisioned with an account under the Organization’s account. Organization is not entitled to repackage or resell access credentials or its access to the Services to any third parties unless expressly agreed upon otherwise. Organization is not permitted to share individual login credentials between multiple Users on an account. Organization must provide accurate and up-to-date account information.

Organization will promptly notify Patalyze if Organization becomes aware of any unauthorized access to or use of Organization’s account or Patalyze’s Services.

8.1.4 Organization is obliged to observe all legal requirements for the collection, processing and use of data which is transmitted to Patalyze and processed by Patalyze for Organization in connection with the Services under this Agreement. Organization guarantees not to collect, process or use any personal data in connection with the Services without the express consent of the data subject or sufficient other legal authorization.

8.1.5 Organization shall indemnify Patalyze from any and all third-party claims including the necessary expenses for legal defense, asserted against Patalyze due to a culpable violation of this Agreement by Organization. If third parties should assert such claims against Patalyze, Patalyze shall inform Organization about the asserted claims without undue delay and leave the defense at the discretion of Organization or undertake it in cooperation with Organization.

Patalyze shall not settle or recognize claims of third parties without Organization’s consent which shall not be unreasonably withheld or delayed. Patalyze shall be entitled to request a reasonable advance for the incurred legal defense expenses to be anticipated. The indemnification shall accordingly apply to fines or other regulatory or judicial orders and claims, to the extent the law permits their reimbursement and the fine is attributable to Organization’s breach.

8.1.6 A “Third-Party Application” is any software, tool, service or model provider that is not provided by Patalyze and that Organization or a User chooses to obtain, install, configure or use in connection with the Services, including where Patalyze offers to download or install it as a convenience. In the event that Organization uses Third-Party Applications to access or in connection with the Services, Organization shall comply with the acceptable use policies set out by the vendor of the Third-Party Application if applicable, and is responsible for holding rights, licenses or subscriptions sufficient for the use it and its Users make of them. Where the Third-Party Application is used in connection with the Desktop App, Section 7 of the Desktop Terms applies in addition.

8.1.7 Organization is only permitted to use the Services in compliance with applicable laws. This also includes export control laws and regulations. Organization confirms that it is not a person listed under EU, UN, UK or US sanctions and is not established in a territory subject to comprehensive restrictive measures.

8.1.8 Where a User directs the Research Agent to send emails, including reports to other Users of Organization, those emails are communications of Organization. Organization ensures that it may send them to the recipients concerned and is responsible for their content. Such emails are generated by artificial intelligence.

9. Remuneration#

9.1 Fees and payment. Organization shall pay all fees charged to its account (“Fees”) as stated next to or directly above the Order Button or in an order form agreed with Patalyze. Unless an order form provides otherwise, Fees are due upon issuance of the invoice. All amounts are payable in full in the currency stated on the invoice and are non-refundable except as expressly provided in this Agreement. Organization bears all bank, transfer and currency-conversion charges. Where a price displayed or invoiced is obviously wrong, for example because of a misplaced decimal point, Patalyze will inform Organization without undue delay. Organization may then withdraw from the affected order within fourteen (14) days free of charge instead of paying the corrected price. Statutory rights of rescission remain unaffected.

9.2 Invoices and objections. Unless the law requires otherwise, invoices are provided to Organization in digital form only (e.g., as a PDF emailed to the invoice address indicated by Organization, or made available for download in Organization’s account). Objections to an invoice should be raised with info@patalyze.com within thirty (30) days of receipt. Statutory rights remain unaffected.

9.3 Taxes.

• (a) VAT and sales taxes. All prices, fees and charges under this Agreement are stated net and exclusive of VAT and any other applicable sales, use or transaction taxes, unless expressly stated as gross.
• (b) VAT on the AI & Data Usage Balance. Funding the AI & Data Usage Balance (top-up or issuance) is a prepayment for the Services identified in the Service Specification. To the extent those Services are subject to German VAT, Patalyze accounts for VAT when the payment is received and issues an invoice for it. No further VAT is charged when AI Usage or Data Usage is deducted from an amount on which VAT has already been accounted for.
• (c) Withholding. If Organization is required by law to withhold any tax, duty or levy (“Withholding Tax”) from a payment to Patalyze, the amount payable is increased so that Patalyze receives the amount it would have received had no Withholding Tax applied. Organization shall withhold and remit the Withholding Tax as required by law and provide Patalyze with proof of withholding and payment. Patalyze will reasonably cooperate to determine whether withholding is required, to reduce applicable Withholding Taxes, and to assign to Organization any repayment claim.
• (d) Reverse charge. Where Organization is established outside Germany and provides a valid VAT identification number or equivalent evidence of its status as a taxable person, the reverse-charge mechanism applies and Organization accounts for VAT in its own jurisdiction.

9.4 Late payment and suspension. Overdue, undisputed amounts bear default interest at the statutory rate (§ 288 BGB). If Organization fails to pay a due Fee under this or any other contract between the Parties, or Patalyze cannot debit a due payment, Patalyze may suspend Organization’s access to the Services after notice in text form (email suffices) and the applicable cure opportunity below. Patalyze will restore access without undue delay and at the latest within three (3) Business Days after receiving payment in full or a successful debit.

• (a) Invoice. After the due date, Patalyze will notify Organization of the impending suspension and request payment. If payment is not received within three (3) Business Days, Patalyze may suspend access.
• (b) Credit card / SEPA direct debit. If a debit fails, Patalyze will notify Organization of the impending suspension and ask Organization to update or provide a payment method. If the debit continues to fail, Patalyze may suspend access.

9.5 AI & Data Usage (consumption-based pricing).

• (a) Pre-funding and plans. For consumption-based Services, Organization pre-funds an AI & Data Usage Balance. Patalyze offers (i) top-ups without a subscription and (ii) subscription plans that include a periodic AI & Data usage allowance. The top-up balance and the included allowance are subject to the validity periods set out in the Usage Terms.
• (b) Deductions. For AI Usage, Patalyze deducts the applicable AI Usage Charge for each AI Request. Because the resources consumed are determined by the processing itself, the AI Usage Charge can only be calculated after the request completes. For Data Usage, Patalyze deducts the applicable Request Fee for each such request. Each deduction is applied only after the request completes and is itemised in Organization’s account.
• (c) Insufficient balance. Consumption-based Services can be used only while the AI & Data Usage Balance is positive. Patalyze blocks or stops requests once the Balance is exhausted. Because charges are calculated only after a request completes, a single AI Request may consume more than the remaining Balance. In that case the Balance is reduced to zero and Organization is not charged for the consumption beyond the available Balance. Patalyze may suspend further consumption-based Services until the Balance is restored (Section 9.4).

9.6 Model Rates and Request Fees.

• (a) Model Rates. The AI Usage Charge is calculated from Patalyze’s published per-model rates, which are set out in the model rate table on the pricing page and stated in euro net per 1,000,000 tokens. Because deductions are made only at, and based on, actual consumption, a change in a Model Rate affects only requests made after the change and does not reduce the monetary AI & Data Usage Balance already held or give rise to any refund, credit or compensation in respect of that Balance.
• (b) Changes to Model Rates and Request Fees. Patalyze may change any Model Rate and any Request Fee at any time, on at least fourteen (14) days’ notice (by email and/or via the Patalyze Platform). If Organization continues to use the consumption-based Services on or after the effective date, the change is deemed accepted. Otherwise, Organization may, before the effective date, terminate the affected consumption-based Services and/or subscription with effect from the effective date and receive a pro-rata refund of (i) any unused, purchased AI & Data Usage Balance and (ii) any prepaid subscription fees for the unexpired part of the then-current billing period. Patalyze will draw Organization’s attention in the change notice to this termination/refund right, the deadline, and the consequence of continued use. A change to a Model Rate or a Request Fee is not a Negative Change within the meaning of Section 3.2.4.

9.7 Changes to subscription fees. Patalyze may change the fees for a subscription plan with effect from the beginning of the next billing period by notice in text form at least four (4) weeks before that period begins, in particular to reflect changes in the cost of providing the Services (such as the prices of the providers hosting the models, hosting and data licence costs) or in the scope of the plan. Organization may terminate the subscription with effect from the end of the current billing period at any time before the new fees take effect. Patalyze will point out this right and the consequence of not terminating in the notice. If Organization does not terminate, the new fees apply from the next billing period.

10. Term and Termination of this Agreement#

10.1 The Agreement is concluded for an indefinite period of time. Each Party may terminate the Agreement at any time with effect as of the end of the current billing period.

10.2 If the Parties agree to a fixed term, the term shall be automatically extended by the agreed fixed term unless the Agreement is terminated.

10.3 The statutory right of termination for good cause remains unaffected.

10.4 Patalyze shall be entitled to temporarily or permanently suspend Organization’s access to the Services upon prior notice in text form (email sufficient) stating the reasons, in the event of

• a) A severe, persisting, imminent or repeated material breach of these Terms and Conditions, in particular of an obligation set forth in Section 8, or
• b) Factual indications of an unauthorised automated use of the Services.

Notwithstanding further rights under this Agreement, Patalyze shall restore access within a reasonable period of time if the breach does not continue, is no longer imminent, or Organization has provided a binding statement that the breach will not be repeated.

In the event of fraud, or where concrete facts give rise to a reasonable suspicion of fraud, Patalyze may suspend Organization’s access immediately and keep it suspended until the suspicion has been dispelled. Patalyze informs Organization in text form of the suspension and its reasons. A reasonable suspicion exists in particular where:

• a) The email address used for registration does not exist or is obviously invalid.
• b) The postal address given does not exist or is invalid.
• c) Organization has registered more than once in order to use the Services free of charge or to obtain Free AI & Data Usage more than once.
• d) Organization uses a fraudulent, lost, stolen or blocked means of payment.
• e) Organization has charged back or reclaimed a payment without informing Patalyze of a valid reason. The suspension of Organization’s access will be upheld until Organization informs Patalyze of a valid reason.

Overdue amounts under other contracts with Patalyze are governed by Section 9.4.

10.5 Where Organization uses the Services in a manner for which they are not intended, for example by automated access outside the API, or exceeds the number of Users agreed, Patalyze may, after a warning in text form setting a reasonable period to remedy the breach, disable access and terminate the Agreement for cause with immediate effect. No warning is required where the breach is so serious that Patalyze cannot reasonably be expected to continue the Agreement (§ 314 para. 2 BGB). Section 10.7(c) applies.

10.6 Patalyze may also terminate the Organization’s account if it has been inactive for over a year and the Organization has not paid for any usage. Patalyze will provide an advance notice to the Organization in this case.

10.7 Refunds on termination.

• (a) Voluntary termination by Organization. If Organization cancels a subscription (otherwise than under Section 9.6, Section 9.7 or a statutory or contractual termination-with-refund right), prepaid subscription fees for the current billing period are not refunded, and purchased AI & Data Usage Balance that is unused remains available until it expires under the Usage Terms. If Organization terminates the Agreement, prepaid subscription fees for the current billing period are not refunded. Patalyze refunds the unused, purchased AI & Data Usage Balance on request made before the termination takes effect. Included and Free AI & Data Usage is not refunded.
• (b) Termination by Patalyze without cause. If Patalyze terminates the Agreement without cause (i.e., other than for Organization’s breach or on the grounds in Sections 10.4/10.5), Patalyze will refund, on a pro-rata basis, prepaid subscription fees for the unexpired part of the then-current billing period and the unused, purchased AI & Data Usage Balance.
• (c) Termination by Patalyze for cause. If Patalyze terminates for cause on account of Organization’s breach, Patalyze may retain unused prepaid subscription fees and the unused, purchased AI & Data Usage Balance as security for, and set them off against, its claims arising from the breach, including damages and the fees that would have fallen due until the earliest date on which Organization could have terminated. Any remainder is refunded on request.

10.8 Switching and data retrieval. Organization may at any time, by notice in text form of no more than two (2) months, decide to (a) switch to another provider, (b) port its exportable data to its own infrastructure, or (c) have its data erased when the Agreement ends. From receipt of such notice until the end of the Agreement and for a transitional period of thirty (30) days thereafter, Patalyze keeps the export functions of the Services available, provides reasonable assistance and the information needed for Organization’s exit, and maintains the security of the Services. Exportable data comprises the Organization Content. Data specific to the internal functioning of the Services (such as embeddings, prompts and internal identifiers) is not exportable data. After the transitional period Organization may retrieve its exportable data for a further thirty (30) days (retrieval period). Patalyze charges nothing for switching. After the retrieval period Patalyze erases the Organization Content, subject to statutory retention obligations. Where Organization itself deletes a Database or the Organization in the Services, the deletion takes effect after a confirmation period of twenty-four (24) hours for the Organization and immediately for a Database, and cannot be reversed. Organization is responsible for exporting its Organization Content beforehand. Test Functions are excluded from this Section (Article 31 of Regulation (EU) 2023/2854).

11. Warranty#

11.1 Patalyze provides the Services with the care customary in the industry. Patalyze’s liability for defects in the Services is governed by the following provisions and by the applicable statutory warranty rules, and Patalyze’s liability is limited as set out in Section 12. To the extent permitted by law, and except as expressly set out in Sections 11.1.1 to 11.1.6 and in Section 4, Patalyze does not warrant that the Output or the Services will be error-free, uninterrupted, complete, accurate, timely, or fit for a particular purpose intended by Organization. Patalyze only assumes the liability for the fee-based Services to the extent set out in the following provisions.

11.1.1 If the Services provided by Patalyze are defective, Patalyze shall provide improved or new Services of its choice within a reasonable time as of receiving a written complaint from Organization. If third-party software which Patalyze has licensed from third parties is being used, procurement of publicly available upgrades, updates or patches shall be deemed sufficient.

11.1.2 Organization may reduce the agreed remuneration by a suitable amount if for reasons attributable to Patalyze, the proper provision of Services is not assured within a reasonable period of time set by Organization. The right to reduction is limited to the part of the Services which is defective as compared to the remuneration for the affected billing period.

11.1.3 If the reduction as per Section 11.1.2 continues for two (2) consecutive months, or in two (2) months of a quarter, Organization may terminate the Agreement without notice.

11.1.4 Organization shall immediately inform Patalyze of any occurring defects in writing (email to info@patalyze.com sufficient).

11.1.5 Organization shall assist Patalyze in rectifying the defects free of charge, in particular by providing Patalyze with all required documents, data and other information required to analyze and correct the defects.

11.1.6 With respect to the provision of non-chargeable additional services, Patalyze shall be only liable for defects if Patalyze has maliciously concealed (“arglistig verschwiegen”) the defects.

12. Liability and Compensation#

12.1 Patalyze is only liable in accordance with the following provisions.

12.2 Patalyze is liable without limitation (a) for damage caused intentionally or by gross negligence by Patalyze, or its legal representatives, (b) for injury to life, body or health, (c) under the German Product Liability Act (Produkthaftungsgesetz), (d) for defects it has fraudulently concealed, (e) within the scope of a guarantee it has expressly assumed, and (f) wherever liability cannot be limited under mandatory law.

12.3 In cases of slight negligence Patalyze is liable only for the breach of a material contractual obligation (Kardinalpflicht), that is an obligation whose fulfilment is a prerequisite for the proper performance of the Agreement and on whose fulfilment Organization regularly relies and may rely. In that case Patalyze’s liability is limited to the damage that is typical for this type of contract and was foreseeable when the Agreement was concluded. Lost profits and consequential damage are compensated within this limit only to the extent they are typical and foreseeable in this sense.

12.4 The Parties agree that the typical and foreseeable damage under Section 12.3 is limited, per contract year, to the greater of (a) the total Fees paid by Organization to Patalyze in the twelve (12) months preceding the event giving rise to the claim and (b) EUR 10,000.

12.5 Patalyze’s liability without fault for defects that already existed when the Agreement was concluded (Section 536a para. 1, first alternative, BGB) is excluded.

12.6 For loss of or damage to data stored on Patalyze’s servers, Patalyze’s liability under Section 12.3 is limited to the cost of restoration that would have been incurred had Organization exported its Organization Content at reasonable intervals using the export functions of the Services. Patalyze is not liable for Organization Content kept in local storage mode.

12.7 Any further liability of Patalyze is excluded.

12.8 Sections 12.2 to 12.7 apply also to the personal liability of Patalyze’s employees, representatives and vicarious agents.

13. Amendments#

13.1 Patalyze may amend these Terms and Conditions with effect for the future where this is necessary to reflect changes in law or case law, technical developments, security requirements or changes to the Services made under Section 3.2, or to close gaps or resolve ambiguities. Amendments to the main performance obligations of the Parties or to the agreed prices require Organization’s express consent. Sections 9.6 and 9.7 remain unaffected.

13.2 Patalyze will send the amended Terms and Conditions in text form at least four (4) weeks before they take effect and will highlight the changes and the effective date. Organization may object in text form, or terminate the Agreement free of charge with effect from the effective date, within four (4) weeks of receipt. If Organization neither objects nor terminates within that period, the amended Terms and Conditions apply from the effective date. Patalyze will draw attention to this consequence in the notice. If Organization objects, the previous Terms and Conditions continue to apply and Patalyze may terminate the Agreement in accordance with Section 10.1.

14. Final Provisions#

14.1 Terms and conditions of Organization are generally rejected and shall not be part of this Agreement, unless Patalyze has expressly agreed in text form (§ 126b BGB).

14.2 Amendments to this Agreement and any side agreements, including the Service Specification, the main body of this Agreement and any potential appendices, must be made in text form (§ 126b BGB).

14.3 Organization may set off against claims of Patalyze, or exercise a right of retention, only with counterclaims that are undisputed, ready for decision (entscheidungsreif) or established by a final and binding judgment, or that arise from the same contractual relationship as the claim against which they are asserted.

14.4 This Agreement shall be exclusively governed by the law of the Federal Republic of Germany excluding CISG and conflict of law provisions.

14.5 If Organization is a merchant (Kaufmann) within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising from or in connection with this Agreement is Munich, Germany. Patalyze remains entitled to bring proceedings at Organization’s general place of jurisdiction.

14.6 In the event of a conflict, the following order of precedence applies: (i) an individual agreement in text form, (ii) these Terms and Conditions, (iii) the Desktop Terms for matters specific to the Desktop App, (iv) the Usage Terms, and (v) the Service Specification, which prevails over (ii) to (iv) only in describing the functionality and the charging of the Services.

14.7 Should any provision of this Agreement be or become invalid or unenforceable, the remaining provisions remain in force. The statutory provisions apply in place of the invalid provision (§ 306 para. 2 BGB). The Parties will negotiate in good faith a valid provision that comes closest to the purpose of the invalid one.

14.8 This Agreement is drafted in English. Where a German legal term is given in parentheses, that term is authoritative for the interpretation of the respective concept.

14.9 Organization may transfer this Agreement or rights under it to a third party only with Patalyze’s consent in text form. § 354a HGB remains unaffected. Patalyze may transfer the Agreement to an affiliate or to a successor in the course of a corporate transaction on notice to Organization.

14.10 Notices under this Agreement are given in text form, to Organization at the email address of the account holding the Organization and to Patalyze at info@patalyze.com.