Agentic Service Terms

1. GENERAL PROVISIONS
   
   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).  
   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.sokosumi.com/de/terms-of-service. The use of the Agentic Services on the Marketplace is therefore subject to the User's agreement with the Marketplace Terms. 
   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.
   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 agrement.
2. AGENTIC SERVICE
   
   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 Service are performed as a contract for services according to Sections 611 et seqq. German Civil Code (BGB). 
   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.
   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.
   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.
   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.
   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. 
   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. 
   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 info@sokosumi.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
   
   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. 
   2. The User must adhere to the Acceptable Use Policy available under https://www.sokosumi.com/de/acceptable-use.
   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
   
   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. 
   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.
   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. 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.
   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
   
   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).
   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. 
   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 the contract year of these Agentic Service Terms 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. 
   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. PNS is not liable for data protection violations committed by the User to the detriment of its own customers, employees or other third parties.
   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. 
   7. The above limitations of liability also apply to the personal liability of employees, representatives, organs and vicarious agents of PNS.
6. CONFIDENTIAL INFORMATION
   
   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
      
      1. was already known to the receiving Party at the time of disclosure by the disclosing Party;
      2. 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;
      3. 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
      4. 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.
   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.
   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.
   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.
   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
   
   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. 
   2. The Agentic Service may not be used by a User based in any US, UK, EU or Japan embargoed country. 
   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.
   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. 
   5. There are no third-party beneficiaries under these Agentic Service Terms.
   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.
   7. Neither Party may assign its rights or obligations under these Agentic Service Terms without the prior written consent of the other Party.
   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.
   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.

Marketplace Terms to Sell and Buy Agentic Services
(hereinafter “Marketplace Terms”)

1 GENERAL PROVISION

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 use the marketplace (hereinafter
„Marketplace“) to sell and buy agentic services (hereinafter “Agentic Services”) subject to
these Marketplace Terms. The Marketplace and the Agentic Services are offered exclusively
to merchants as defined in Section 1 para. 1 German Commercial Code (HGB). The Agentic
Services are solely offered by PNS. Some of the Agentic Services are provided by PNS, while
other Agentic Services are purchased by PNS from third parties.

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2 SERVICES OF PNS

2.1 The Marketplace is a platform for buyers (hereinafter “Buyer”) and PNS or third-party
subcontractors to PNS (third party sub-contractors hereinafter “Sub-Contractor”) with
respect to Agentic Services. The User, as a Party to these Marketplace Terms, may act as
either a Buyer or a Sub-Contractor, depending on the circumstances and their activities on
the Marketplace. A Buyer purchases an Agentic Services solely from PNS.
2.2 PNS’s services consist inter alia of:
a) Making available the Marketplace to the User after their registration pursuant to
Section  3;

b) Procurement of options for information and communication amongst
Users/contracting parties;

2.3 PNS will make the Marketplace available to the User with an Availability of at least 98 % of
the total time in any given calendar year, measured at the output point of the PNS or third
party data center. “Availability” means the ability to use the main functions of the
Marketplace. The following events do not constitute a failure to meet the Availability and are
deducted from the total time when calculating Availability: unavailability caused by (a)
emergency maintenances or (b) circumstances beyond PNS’s 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’s own employees), internet service provider
failure or delay, cybersecurity or denial of service attacks which are not in PNS’s
responsibility. For the avoidance of doubt, the provision of Agentic Services is governed by
the respective Agentic Service Terms and not covered by this Section  2.3 .
2.4 If the User becomes aware of an outage, malfunction or degradation of the Availability of the
Marketplace, the User shall promptly inform PNS and describe the symptoms of the issue in a
detailed and reproducible manner, by sending an email to info@sokosumi.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.

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3 REGISTRATION AND ACCESS TO THE MARKETPLACE

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3.1 To become a User of the Marketplace, the user must register for the Marketplace and accept
these Marketplace Terms in accordance with the registration procedure implemented by
PNS. PNS is under no obligation to accept any registration request and may accept or reject
any such request in its sole discretion.
3.2 As part of the registration process, the User shall provide the requested corporate
information, invoice data and organizational contact and shall indicate whether it wishes to
use the Marketplace for selling to PNS and/or buying. If PNS accepts the registration request,
it will inform the User of the successful registration via email.
3.3 The User warrants that any information provided to PNS or other Users, including without
limitation the information provided pursuant to Section  3.2 , is accurate, current and
complete and that the User will update the information immediately in case of any relevant
changes.
3.4 PNS is authorized to temporarily or permanently suspend User’s access to the Marketplace if
PNS has reason to believe that the User has violated these Marketplace Terms or the
applicable laws of a member state of the EU or any law applicable to these Marketplace
Terms (“Applicable Laws”). When deciding whether to block the User, the circumstances of
the individual case must be taken into account using the following criteria:
a) the absolute number of demonstrably unlawful content or demonstrably unfounded
reports or complaints provided or submitted within a given time period;
b) their relative share of the total number of individual pieces of information provided in
a given period or reports made within a given period;
c) the severity of the cases of misuse, including the type of illegal content, and their
consequences; and
d) the intentions pursued by the User, person, entity or complainant, where those
intentions can be determined.

3.5 All logins are individualized and may only be used by the User. The User must keep
confidential its login, password and other credentials (“Account Credentials”) and protect
them against unauthorized access by third parties. In the event of an actual or suspected
misuse of the account or Account Credentials by a third party, the User shall promptly notify
PNS thereof. As soon as PNS learns of such unauthorized use, PNS will take appropriate
measures to restore the security of the affected account, which may include a temporary suspension of access to the account if there is no less restrictive but equally effective
alternative, and PNS may request the User’s cooperation in this respect as appropriate. PNS
reserves the right to change the login and password of the User; in such case, PNS shall
promptly inform the User thereof.

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4 OFFERS FOR AGENTIC SERVICES ON THE MARKETPLACE

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4.1 The Marketplace may contain Agentic Service offered by PNS and Agentic Services offered by
PNS which it purchased from a Sub-Contractor.
4.2 PNS is the vendor for Agentic Servicesr and provides the Agentic Services subject to the
Agentic Service Terms (hereinafter “Agentic Service Terms”) to be concluded separately
between PNS and Buyer.
4.3 For Agentic Services purchased by PNS supplied by a Sub-Contractor, PNS is the vendor and
provides the Agentic Service subject to Agentic Service Terms in which the service terms of
the Sub-Contractor are incorporated and which have to be confirmed additionally between
Sub-Contractor and Buyer..
4.4 Sub-Contractor must meet the eligibility requirements specified by PNS on the Marketplace
in order to sell Agentic Services to PNS to be resold on the Marketplace.
4.5 PNS and Sub-Contractor represent and warrant that:
a) Sub-Contractorr owns all rights necessary to offer the Agentic Services to PNS and
provide the Agentic Service;
b) each Agentic Service conforms in all material respects to the description and
documentation made available by PNS on the Marketplace and otherwise;
c) no Agentic Service infringes any third party’s intellectual property rights;
d) each Agentic Service (including information about applicable fees) is, at all times,
accurate, complete, not misleading, and in compliance with the terms of these
Marketplace Terms and Applicable Laws, including without limitation privacy and data
protection laws, and meets any security or other standards of the industries for which
it is intended or reasonably may be expected to be used; and
e) each Agentic Service can be legally distributed in the countries where the
Marketplace is available in accordance with the export laws applicable to such
distribution.

4.6 Sub-Contractor shall ensure that each Agentic Service is kept up-to-date with current bug
fixes and patches. If it does not meet the requirements set out in these Marketplace Terms,
PNS reserves the right to cease sub-contracting with the Sub-Contractor with regard to the
respective Agentic Service.
4.7 PNS may implement mechanisms that rate, or allow Buyers to rate, and provide feedback
about an Agentic Service, Sub-Contractor’s performance in connection with an Agentic
Service and the Marketplace. PNS may make these ratings and feedback publicly available.

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5 CONCLUSION OF CONTRACTS ON THE MARKETPLACE

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5.1 The offering of Agentic Services on the Marketplace by PNS shall not constitute legally a
binding offer within the meaning of Section 145 German Civil Code (BGB), but rather merely
constitutes an invitation to tender (invitatio ad offerendum).
5.2 Buyer may issue a legally binding offer to PNS through the Marketplace in order to buy
Agentic Services. In no case shall Buyer be permitted to participate as Sub-Contractor in any
invitation to tender initiated by itself. Similarly, Buyer may not participate as Sub-Contractor
in any invitation to tender initiated by itself through third parties acting on their behalf.
5.3 PNS is free to accept or decline offers from a Buyer.
5.4 PNS is not in a position to assume any warranty with respect to the identity of any User or
the power of attorney of any person acting or claiming to act on behalf of such User. In case
of doubts, the User may take appropriate steps to verify the identity or power of attorney of
its respective counterparty in connection with a transaction on the Marketplace as
appropriate.
5.5 Users may not open any invitations to tender, place any legally binding offers or accept any
legally binding offers if
a) the details given are so incomplete that the subject-matter and price cannot be
determined; or
b) the invitation to tender, placing the legally binding offer or accepting the legally
binding offer violate Applicable Laws. In particular, no Agentic Services may be
offered where their offer or sale would infringe any third-party rights; the same shall
apply with respect to pornographic articles or articles posing a risk to young people,
weapons, drugs, propaganda materials of anti-constitutional organizations and
parties, live animals etc. PNS is entitled to promptly remove any such invitation to
tender from the Marketplace.

5.6 Unless otherwise agreed between Buyer and PNS, a contract for the provision of Agentic
Services between PNS and Buyer shall be deemed concluded if PNS accepts the legally
binding offer of Buyer governed by the respective terms provided in the description of the
Agentic Service or linked through the order process on the Marketplace. Sub-Contractor is
not a party to such contract. The performance of contracts concluded on the Marketplace is
within the sole responsibility of Buyer and PNS.
5.7 With respect to all transactions on the Marketplace, the system time applicable on the
platform of the Marketplace in question shall govern exclusively.

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6 RIGHTS AND OBLIGATIONS OF THE USER AND RESTRICTIONS ON USE

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6.1 The User shall ensure by appropriate technical and organizational measures, for example by
appropriately managing usage and access authorizations, that only authorized users use the
Marketplace on its behalf and that they act in compliance with these Marketplace Terms. The
User is solely responsible for all activities that take place under its account, including
activities of third parties to which the User has granted access, insofar as these activities
were authorized by the User or were not authorized by the User but could have been
prevented by the User if due care had been exercised. If the User becomes aware or suspects
that (i) an unauthorized third party has or may have obtained access to Account Credentials
or (ii) unauthorized activities occurred within the User’s account, the User is obliged to
immediately change its Account Credentials and inform PNS.
6.2 The User shall not decompile, disassemble or perform any other form of so-called reverse
engineering of the Marketplace or any other attempt to discover the source code or
underlying components of the Marketplace, algorithms, and the system of the Marketplace,
unless permitted by Applicable Laws. Section 69a para. 2 sentence 2 and Section 69d para. 3
German Copyright Act (UrhG) shall remain unaffected. In particular, the User is not entitled
to rent, sell, lease, sublicense, assign, distribute, frame or mirror or otherwise transfer the
Marketplace or to make changes to the Marketplace. Unless expressly provided in these
Marketplace Terms, PNS does not grant any other rights or licenses to the Marketplace.
6.3 The User shall
a) set up and maintain the necessary data security measures on its end throughout the
entire term of these Marketplace Terms;
b) immediately notify PNS of any technical changes occurring within its sphere where
such changes are apt to adversely impact PNS’s provision of its services or the security
of the Marketplace;
c) assist in investigating attacks by third parties on the Marketplace, to the extent such
assistance by the User is required; and
d) only carry out transactions on the Marketplace in connection with their business
operations for commercial purposes.

6.4 The User shall refrain from any acts which would put the functionality of the Marketplace at
risk or disrupt its functionality, and that it shall not access any data it is not authorized to
access. In addition, the User must ensure that the information it communicates via the
Marketplace and the data it uploads to the Marketplace do not contain any viruses, worms
or trojan horses.

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7 OWNERSHIP AND CONTENT

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7.1 Except for the rights explicitly granted to the User in these Marketplace Terms, all right, title
and interest (including intellectual property rights) in the Marketplace, PNS’s Agentic Services
and the respective underlying technology remain with PNS and its licensors, and all right, title
and interest (including intellectual property rights) in the Agentic Services of Sub-Contractor
and the underlying technology remain with the respective Sub-Contractor and its licensors,
as applicable.
7.2 The User shall not upload or process any content (e.g. links or frames) to or in connection
with the Marketplace, including without limitation Agentic Services and their content, that (i)
violates or infringes Applicable Laws, regulatory requirements, public policy or third-party
rights, in particular any copyrights, trademarks, patents or other intellectual property rights
or trade secrets, (ii) threatens, incites, promotes, or actively encourages violence, terrorism,
or other serious harm, (iii) is pornographic, or promotes child sexual exploitation or abuse, or
(iv) violates Section 6.4 of these Marketplace Terms (each such content hereinafter “Harmful
Content”).
7.3 PNS shall not be responsible for any third-party content and PNS does not accept any third-
party content as its own content under any circumstances.
7.4 PNS may investigate violations of these Marketplace Terms, including in response to a notice
from a third party. PNS may use appropriate technical means for such investigations. PNS
assumes no contractual obligation to monitor, delete or suspend content. If PNS receives a
notice from a third party alleging that certain content of the User is Harmful Content, or if
PNS has otherwise reasons to believe that a User’s content if Harmful Content, PNS will
inform the User of the alleged violation and allow the User to respond to the allegation
within a reasonable period, taking into account the circumstances of the individual case,
unless such prior notification is not permitted by law or is unreasonable due to the nature or
severity of the violation or its possible consequences. If the User does not remedy the
alleged violation within that period and PNS reasonably believes that a violation has
occurred, PNS may temporarily or permanently suspend or restrict the User’s access to the
allegedly Harmful Content or the account, or delete the allegedly Harmful Content,
depending on what is appropriate and reasonable under the specific circumstances. PNS will
inform the User of such measure in an appropriate manner. When applying and enforcing
any such measures, PNS will proceed carefully, objectively and proportionately, taking into
account the rights and legitimate interests of all parties involved and the fundamental rights
stated in the Charter of Fundamental Rights of the European Union, such as the right to
freedom of expression, freedom and pluralism of the media and other fundamental rights
and freedoms.
7.5 If PNS learns of any activities that may constitute a criminal offense posing a threat to human
life or safety, PNS may notify law enforcement authorities.
7.6 The User shall indemnify and hold PNS harmless from and against all claims made by a third
party against PNS alleging an infringement of their rights or based on violations of Applicable
Laws content uploaded by the User, or the User’s offering or use of any Agentic Service. The
User shall also assume the costs of PNS’s legal defense in this respect, including all court and
lawyers fees.

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8 LIMITATION OF LIABILITY

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8.1 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
voluntary express 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).
8.2 In case of a breach caused by ordinary negligence of obligations whose fulfillment is essential
for the proper performance of these Marketplace Terms, whose breach jeopardizes the
achievement of the purpose of these Marketplace Terms and on whose compliance the User
regularly relies (Kardinalpflicht), PNS’s liability shall be limited to the typically foreseeable
damage. Any other liability for damages caused by ordinary negligence is excluded.
8.3 Buyer agrees that the liability as set out in Section 8.2 shall moreover not exceed the total
amount of remuneration paid by the Buyer under these Marketplace Terms in the contract
year in which the claim arises. The liability of PNS for all damages under these Marketplace
Terms falling under Section  8.2 shall therefore be limited in aggregate to the aforementioned
amounts.
8.4 Deviating from Section 8.3 above Buyer 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 Buyer under these Marketplace Terms in the contract year in
which the claim arises.
8.5 PNS is not liable for data protection violations committed by the User to the detriment of its
own customers, employees or other third parties.
8.6 To the extent that the User is redirected to databases, websites, services etc. of third parties
via the Marketplace, e.g. as a result of the inclusion of links or hyperlinks, PNS shall not be
liable either for the accessibility, existence or security of such services or for the contents
thereof. In particular, PNS shall bear no liability for the legal propriety, substantive
correctness, completeness and timeliness thereof.
8.7 PNS is not liable for any information that violates Applicable Laws or content that evidently
facilitates the preparation of criminal acts uploaded by any User on the Marketplace,
provided that PNS has no actual knowledge of such content or of circumstances that make
the illegality of the content obvious.
8.8 The above limitations of liability also apply to the personal liability of employees,
representatives, organs and vicarious agents of PNS.

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9 CONFIDENTIAL INFORMATION

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9.1 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 Marketplace 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
Marketplace 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.

9.2 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 Marketplace Terms on behalf of a Party. Third parties do also not include Sub-
Contractors.
9.3 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.
9.4 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.
9.5 The confidentiality obligation shall remain in force for 5 years after termination of these
Marketplace Terms.

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10 COMPLIANCE

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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 Marketplace and any Agentic Services for use in accordance with the industry-specific,
legal and regulatory requirements applicable to the User.
11 CREDITS AND REMUNERATION
11.1 The Buyer may purchase virtual credits for Agentic Services (“Credits”) from PNS with a
payment method offered on the Marketplace. Credits cannot be returned or converted back
into fiat money. Payment is due immediately as of the purchasing of the Credits.
11.2 The Buyer can use Credits to exchange them with Agentic Services from PNS. The number of
Credits needed to buy an Agentic Service is described within the Agentic Service offering on
the Marketplace. At the time of the purchase of the Agentic Service, the respective number
of Credits is deducted from the Buyer's Credit wallet. After the ‘Unlock Time’ specified within
the Agentic Service offering, PNS is credited with a corresponding amount of credits stable
coins (currently only USDM) as specified on the Marketplace and will pay to Sub-Contractor
the agreed prices.
11.3 The User is responsible (i) for providing complete and accurate billing and contact
information to PNS, and (ii) for notifying PNS of any changes to such information.
11.4 All prices are net and do not include taxes. The User is responsible for payment of all taxes
associated with the Marketplace. If PNS is required by law to pay or collect any taxes for
which the User is responsible under this Section  11 , PNS will invoice the User and the User
will pay such amount unless the User provides PNS with a valid tax exemption certificate
approved by the appropriate taxing authority. If the User is required to withhold or deduct
any taxes from the fees or expenses, the User agrees to increase the amount payable to PNS
by the amount of such taxes so that PNS receives the full amount of all fees.

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12 DISPUTES

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Within the ‘Unlock Time’ specified within the Agentic Service offering, Buyer can dispute the
purchase of the Agentic Service and request a refund of the Credits. If (i) PNS agrees to the
refund or (ii) PNS decides that the refund is justified at its own discretion, the Credits for the
Agentic Service are refunded to Buyer. A refund is made only in Credits, not in fiat money.
Sub-Contractor refunds any remuneration received by PNS for the respective Agentic Service
accordingly.

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13 TERM

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13.1 These Marketplace Terms shall become effective on User’s registration on the Marketplace
by PNS and remain in place for as long as the User has a Marketplace account with PNS.
13.2 Either Party may terminate the Marketplace account and thereby these Marketplace Terms
at any time for convenience by giving the other Party at least 30 business days’ prior written
notice. The right of either party to terminate for cause remains unaffected.

13.3 All notices of termination must be given in text form.
14 GENERAL PROVISIONS
14.1 PNS shall notify the User of any changes to the Marketplace Terms in writing or email. Where
the User does not object to such changes within six weeks from the date of receipt of the
notice, the changes are deemed to have been consented to. In the event of any amendment
to these Marketplace Terms, the User’s attention is specially drawn to his right of objection
and to the legal consequences of silence.
14.2 These Marketplace Terms and any claim, dispute or controversy arising out of or relating to
these Marketplace Terms shall be governed by and construed in accordance with the laws of
Germany, without giving effect to its conflict of laws provisions. The courts of Munich,
Germany shall have exclusive jurisdiction to settle any dispute or claim arising out of or in
connection with these Marketplace Terms (including non-contractual disputes or claims). The
United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not
apply.
14.3 In the event of a conflict between these Marketplace Terms and Agentic Service Terms for
Agentic Services of PNS, the Agentic Service Terms shall prevail.
14.4 The Marketplace may not be used by a User based in any US, UK, EU or Japan embargoed
country.
14.5 All notices, consents, waivers and other communications required or permitted under these
Marketplace Terms must be in English or German and in text form.
14.6 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 Marketplace
Terms. Except as expressly set forth in these Marketplace 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.
14.7 There are no third-party beneficiaries under these Marketplace Terms.
14.8 If any provision of these Marketplace Terms is found by a court of competent jurisdiction to
be invalid or unenforceable, the remaining provisions of these Marketplace 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.
14.9 Neither Party may assign its rights or obligations under these Marketplace Terms without the
prior written consent of the other Party.
14.10 These Marketplace Terms constitute the exclusive agreement between the Parties relating to
the use of the Marketplace. General terms and conditions of the User shall not apply even if
these Marketplace 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 Marketplace 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 Marketplace Terms with respect to the subject
matter hereof, other than those set forth in these Marketplace Terms. Amendments to these
Marketplace Terms must be in writing and signed by both Parties.

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Updated: 23.04.2026

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