Terms of Use

§ 1 Scope, Definitions, and Operator

1.1 Operator. zenture UG (haftungsbeschränkt) ("Platform Operator", "we") operates the Platform at zenture.app, acting solely as interface between Users and independent Third-Party Model Providers (including OpenAI, Anthropic, Google). We are not an AI model developer.

1.2 Scope. These Terms govern all access to and use of the Service. By registering or accessing the Service, the User agrees to these Terms. They apply to all versions of the Service (web, mobile, API) unless separate written terms are agreed.

1.3 User Types. "B2C Users": consumers per § 13 BGB. "B2B Users": businesses per § 14 BGB. Provisions not expressly differentiated apply equally to all Users.

1.4 Amendments

1.4.1 The Platform Operator may amend these Terms at any time with at least 30 days' prior notice via email or Platform notice. A shorter period applies where required by law, necessary for security/fraud/abuse purposes, or where the change is purely beneficial or administrative.

1.4.2 Change Categories:

Category 1 – Non-Material. Examples: UI updates; bug fixes; new optional features; model version replacements within an existing Key Model Category; administrative/editorial changes; Pricing Schedule updates not affecting existing active Subscribers. Consequences — B2B: deemed accepted if no written objection within 30 days (Operator will advise of this mechanism in the notice). B2C: accepted by continued use after effective date, provided adequate notice was given. No automatic special termination right or Repurchase is triggered by the change itself. If the User elects to terminate in objection, Case F (§ 4.2(d)(F)) applies.

Category 2 – Material. Examples: Subscription fee increases for existing active plans; Credit consumption model changes reducing existing capacity; permanent removal of an entire Key Model Category without replacement; reduction of core plan features; changes to validity of issued Credits; new usage restrictions on existing plans. Consequences: 30 days' advance notice; special termination right as of the change effective date. Fees: § 8.7.2. Credits: § 4.2(d)(C). B2C price increases: active User consent required before increase takes effect; absent consent, existing price continues to end of billing period, then Operator may terminate on 30 days' notice. B2B price increases: deemed-acceptance mechanism (as Category 1) with minimum 30 days' notice.

Category 3 – Systemic. Examples: Permanent Platform shutdown; permanent impossibility of Service. Consequences: immediate special termination right. Fees: § 8.7.2. Credits: § 4.2(d)(E).

1.4.3 Amendments Do Not Apply Retroactively to Already-Issued Credits

1.4.4 Any termination in response to an amendment (any Category) is governed by § 4.2(d)(F) for Credits and § 8.7 for fees.

1.5 Definitions

"Account" — User's registered account; persists independently of any Subscription. "Credits" — Technical usage units (not money, stored value, e-money, or financial instruments); four types defined in § 4.2(a). Any EUR reference is a pricing mechanism only. "Purchased Credits" — Type "purchased" per § 4.2(a)(i); valid 24 months from purchase date. "Promotional Credits" — Type "promotional" per § 4.2(a)(ii); issued free of charge. "Subscription Bonus Credits" — Type "subscription_bonus" per § 4.2(a)(iii); part of active Subscription. "Service Bonus Credits" — Type "service_bonus" per § 4.2(a)(iv); issued for disruptions/goodwill. "Repurchase" — Platform Operator reacquires unused Purchased Credits at Original Purchase Rate per § 4.2(e). "Original Purchase Rate" — EUR/Credit rate at time of each specific purchase transaction, per § 4.2(e)(ii). "Pricing Schedule" — Document at zenture.app/pricing; versioned and dated; incorporated by reference. "Subscription Plan" — Recurring paid plan with reduced consumption rates; cancellation does not close the Account or affect Credits. "Legacy Plan" — Subscription closed to new subscribers but active for existing ones per § 8.8. "Service" — Platform and all associated features, subject to evolution per § 2.8. "Third-Party Model Providers" — Independent AI model companies (e.g. OpenAI, Anthropic, Google). "Key Model Category" — A class of AI functionality defined by provider and primary function in the Pricing Schedule at time of the User's Subscription. "Seat" — Individual B2B user account within a Team Plan. "Team Admin Account" — Primary B2B account managing Seats, Credit pool, and billing.

§ 2 Service Description

2.1 The Platform provides access to multiple AI language models via a unified interface. Credit consumption rates per feature are set in the Pricing Schedule. Access to a feature does not guarantee it is included at no Credit cost.

2.2 AI-generated content is not legal, medical, financial, or professional advice. The Platform Operator excludes liability for reliance on AI outputs for professional decisions.

2.3 Model Availability

2.3.1 No warranty is given as to the availability of any specific model version or provider. The Platform Operator's obligation is to maintain functionality at the Key Model Category level. Replacement, update, or removal of individual model versions is not a breach, provided at least one functional model remains within each Key Model Category. This applies regardless of whether a model is discontinued by the Platform Operator or by the Third-Party Model Provider.

2.3.2 Key Model Categories Are Designated In The Pricing Schedule At The Time of Each User's Subscription

2.3.3 Model retirement is a Category 1 Change (no Repurchase triggered) where the Platform Operator: (i) makes available a comparable or superior replacement within the same Key Model Category concurrently or in advance; and (ii) gives at least 14 days' advance notice identifying the retiring and replacement models. (14-day notice is an express exception to the 30-day default in § 1.4.1, applicable specifically to model retirement notices.)

2.3.4 A model availability change is a Category 2 Change only if: (i) an entire Key Model Category is permanently removed without a replacement within a reasonable timeframe; or (ii) the number of distinct Third-Party Model Providers offering text-based LM functionality falls below two (2).

2.3.5 Upon a Category 2 model availability change, Subscription Users may terminate with effect from the change date, regardless of cause. Fees: § 8.7.2. Credits: § 4.2(d)(C). At least 30 days' advance notice will be given where within the Platform Operator's control.

2.3.6 Where a Category 2 model change results from the Platform Operator's own decision, § 7 governs damages. Where caused by a Third-Party Model Provider's independent decision, § 9 applies and damages beyond § 2.3.5 are excluded to the maximum extent permitted by law. The Platform Operator will use reasonable efforts to source a comparable replacement and notify Users promptly.

2.4 Users must register with accurate information including date of birth, maintain credential confidentiality, and notify immediately of any unauthorised Account access.

2.5 AI Quality Evaluation (AQE) is available to all registered Users regardless of plan. AQE assessments are AI-generated, may contain errors, and do not constitute professional advice. Credit consumption rates vary by plan per the Pricing Schedule. Liability limits in § 7 apply in full.

2.6 Minimum Age and Verification

2.6.1 Minimum age: 16. Under-18s require parental/guardian consent.

2.6.2 Users Must Provide Date of Birth and Actively Confirm Age Eligibility At Registration

2.6.3 A false age statement constitutes deception per § 123 BGB, is a material breach, entitles immediate termination per § 8.7.3, and results in Case B Credit treatment (all Credits forfeit; no Repurchase). The Platform Operator bears no liability for harm arising from false age statements.

2.6.4 The Platform Operator may request documentary age verification, temporarily suspend the Account pending verification, and permanently terminate if verification fails or is not provided within 14 days. Termination: Case B (§ 4.2(d)(B)).

2.7 All Service responses are AI-generated; the Platform does not present outputs as human-authored. The Platform Operator acts as deployer where required by Regulation (EU) 2024/1689 (EU AI Act) and will implement required measures from the date those obligations apply. Regulatory compliance for AI model development remains with the Third-Party Model Providers.

2.8 The Service may evolve over time. New features may require separate fees, Credits, or licenses and are not automatically included in existing plans. Introduction of optional paid add-ons is a Category 1 Change.

§ 3 Service Availability and Support

3.1 The Platform Operator targets high availability but provides no guaranteed SLA unless separately agreed in writing. Any published availability figures are informational only and may exclude: scheduled maintenance (§ 3.2); Force Majeure (§ 9); outages caused by third-party infrastructure or Third-Party Model Providers; outages caused by the User's own systems.

3.2 Planned maintenance is scheduled where possible during 02:00–06:00 CET with at least 48 hours' advance notice via [STATUS PAGE URL].

3.3 Monitoring is 24/7 automated. Human support: Mon–Fri 09:00–18:00 CET (excl. German public holidays) ("Business Hours").

Critical Outage (complete unavailability): The Platform Operator will use reasonable efforts to begin remediation within 4 hours of detection and to post an initial status update within 1 hour, including outside Business Hours where reasonably practicable. These timeframes are targets for transparency and operational planning and do not constitute a binding SLA or guaranteed response time.

Partial Outage (degraded or partial): The Platform Operator will use reasonable efforts to begin remediation within 2 Business Hours of the next Business Day after detection and to provide updates on the status page where appropriate. These timeframes are non-binding targets and do not create any contractual remedy beyond § 3.4 and § 7.

Actual response and update times may vary depending on severity, diagnosis complexity, third-party dependencies, and required mitigation steps. Status: [STATUS PAGE URL] | Contact: [email protected]

3.4 Service Bonus Credits and Downtime Remedies

3.4.1 B2B: Binding SLA commitments and service_bonus Credit remedies require a separate written agreement. Absent such agreement, no guaranteed availability level, no SLA obligation, and no Credit or monetary remedy is owed. Where agreed, service_bonus Credits: (i) have no monetary value; (ii) are the sole contractual remedy for the specific event unless the written agreement expressly states otherwise; (iii) are non-convertible, non-transferable, and cannot offset fees.

3.4.2 B2C: No guaranteed availability or contractual downtime remedy. The Platform Operator may, at sole discretion and without obligation, issue service_bonus Credits as goodwill for significant or sustained disruptions. Such issuance creates no legal obligation, no precedent, and does not waive statutory rights.

3.4.3 No remedy is owed where unavailability results from: scheduled maintenance (§ 3.2); Force Majeure (§ 9); Third-Party Model Provider outages affecting only individual models while the Platform interface is accessible and at least one alternative model provider is available; or the User's own infrastructure/network/device.

3.5 Availability Methodology (informational only; no binding SLA). Measurement point: Platform web interface and core API endpoint. Sampling: every 5 minutes; "unavailable" = no valid response within 30 seconds across 3+ consecutive intervals. Monthly availability % = (available minutes / total minutes in month) × 100. Partial outages (individual model provider down; platform accessible; ≥1 alternative available) do not count as total downtime. Records published on status page; available on request via [email protected] within 30 days of the relevant calendar month.

§ 4 Credits, Payments, and Account Termination

4.1 Nature of Credits. Credits are technical usage units only. They are not money, stored value, e-money, or financial instruments under the ZAG. Any EUR reference is a pricing mechanism for purchasing computational capacity only. The Platform Operator's contractual obligation is fully discharged upon technical crediting to the Account. Credits cannot be transferred between Accounts or paid out for cash except in the express Repurchase cases in § 4.2(d).

4.2 Credit Types, Consumption, Expiry, and Termination Treatment

(a) Four Credit types (all subject to § 4.1):

(i) purchased – Acquired via paid transaction; represents prepaid computational capacity; valid 24 months from purchase date; each purchase is a separate package with its own expiry date and Original Purchase Rate per § 4.2(e)(ii); subject to withdrawal rules in § 11.3; Repurchase applies only in Cases A, C, D, E, F and is subject to § 4.2(e) eligibility and fraud safeguards.

(ii) promotional – Issued free of charge at Operator's sole discretion for marketing/bonus purposes; valid 12 months from issuance; no entitlement to receive or to future issuance; never Repurchased or refunded under any circumstances.

(iii) subscription_bonus – Integral part of active Subscription (Monthly Credit Allowance); issued automatically at start of each billing period; valid 12 months from issuance; cease upon cancellation/downgrade; never Repurchased or refunded under any circumstances.

(iv) service_bonus – Issued for disruptions or goodwill. B2C: voluntary, no legal obligation, per § 3.4.2. B2B: may constitute a contractual remedy if separately agreed in writing per § 3.4.1. Valid 12 months from issuance; never Repurchased or refunded under any circumstances.

(b) Consumption Order (FIFO, oldest first within each type): (1) service_bonus → (2) promotional → (3) subscription_bonus → (4) purchased. Applied automatically; cannot be modified.

(c) Expiry. Purchased Credits: 24 months from purchase date (per individual package). Example: purchased 15 Jan 2026 → expires 15 Jan 2028. All other types: 12 months from issuance. Reminders for purchased Credits: by email 60 days and 14 days before expiry. Other types: expiry dates shown in Account dashboard only. Expired Credits are permanently and irrevocably forfeited. No reinstatement, extension, or Repurchase for expired Credits under any circumstances.

(d) Credit Treatment upon Termination. The following six cases are exhaustive. The applicable case is determined solely by the ground for termination and stated in the termination notice per § 8.7.5.

Note: Subscription cancellation alone (without Account closure) does not trigger any of the above cases. Statutory withdrawal (§ 11.3) is governed exclusively by that provision.

(e) Repurchase Mechanism (Cases A, C, D, E, F).

Scope: Purchased Credits only. Non-purchased Credits forfeit in all applicable cases.

Recording: At each purchase, the Platform Operator records and retains: (a) Credits purchased; (b) EUR amount paid; (c) Original Purchase Rate (EUR/Credit); (d) purchase date; (e) expiry date (24 months from purchase). Records retained for Account lifetime plus minimum 10 years post-closure.

Calculation: Per package = remaining unused purchased Credits in that package × Original Purchase Rate of that package. Multiple packages at different rates are calculated individually; total = sum of all. The current Pricing Schedule rate is never used for Repurchase calculations.

Payout: Processed automatically within 14 Business Days of the termination effective date. No User request required. Primary method: original payment method on file. Fallback (if original unavailable): Platform Operator contacts User at registered email within the 14-Business-Day window; remits via agreed alternative within a further 14 Business Days. Unclaimed after 60 days: retained per applicable unclaimed property law; User's claim subject to statutory limitation periods.

Nature: Repurchase is reimbursement of prepaid unused computational capacity; it does not imply Credits are monetary instruments.

Expiry interaction: Only purchased Credits not yet expired at the effective termination date are eligible. Expired purchased Credits are forfeited per § 4.2(c) and are not Repurchased.

Repurchase Eligibility and Fraud Safeguards. Repurchase under Case A is available only for Purchased Credits that are fully paid and not subject to any chargeback, reversal, payment dispute, or fraud investigation. The Platform Operator may suspend Repurchase processing for up to 60 days where reasonably necessary to investigate suspected abuse, fraud, or payment irregularities. If the Account is terminated under Case B, or if a purchase is reversed or disputed, the affected Purchased Credits are not eligible for Repurchase and may be deducted from the Credit balance. Any Repurchase amount may be offset against documented amounts owed by the User to the Platform Operator arising from chargebacks, processor fees, or direct losses, but will not create monetary liability beyond the Repurchase amount.

4.3 Pricing

4.3.1 All Credit consumption rates, plan pricing, included Credit allowances, and Credit purchase prices are defined exclusively in the Pricing Schedule (zenture.app/pricing; versioned; incorporated by reference).

4.3.2 Pricing Schedule updates affecting prices payable by existing active Subscribers = Category 2 Change. Updates for new subscribers or purchases only = Category 1 Change.

4.3.3 Where Third-Party Model Provider or infrastructure costs change significantly and on a sustained basis, the Platform Operator may proportionally adjust Credit consumption rates. 30 days' advance notice; § 4.7(d) transparency requirements apply to upward adjustments. User may exercise special termination per § 4.7(e).

4.3.4 The Platform Operator may also adjust pricing to reflect changes in other sustained operational costs (infrastructure, security, compliance, regulatory). Adjustments implemented per § 1.4 amendment procedures; applicable termination rights apply where required by law.

4.4 Payment. Methods displayed at checkout. Subscriptions billed in advance. Failed payments: Platform Operator notifies and retries; if uncollected within 7 days of due date, may suspend/downgrade to Free Plan. Prices inclusive of applicable VAT for EU consumers; B2B EU users may be subject to reverse charge. Electronic invoices on request.

4.5 Non-Refundability. All payments are non-refundable and Credits non-repayable except as expressly provided in: § 11.3 (statutory withdrawal); § 8.7.2 (pro-rated Subscription fee adjustments); and § 4.2(d) Repurchase cases. In particular, the following are never refunded, Repurchased, or compensated: non-purchased Credits in any scenario; purchased Credits in Case B; Subscription fees for periods during which access was provided; annual B2B fees on early termination (except Platform Operator material breach); expired Credits in any scenario.

4.6 Auto-Refill. Users may enable automatic Credit top-ups when the balance falls below a chosen threshold. Disableable at any time with immediate effect. No charges beyond the pre-selected top-up amount per trigger event.

4.7 Cost Pass-Through (Third-Party Provider Pricing)

(a) Credit consumption rates are partly determined by Third-Party Model Provider API costs, which are outside the Platform Operator's control.

(b) The Platform Operator may adjust Credit consumption rates where provider or infrastructure costs change significantly and sustainably ("Provider Pricing Change"), upward or downward.

(c) Upward adjustments are proportional to the underlying cost increase. Downward adjustments: Platform Operator will take reductions into account and may proportionally reduce rates for all Users within a reasonable period, acting in good faith. Not required to pass through temporary, promotional, or short-term decreases, or decreases offset by other cost increases.

(d) Before any upward adjustment: at least 30 days' advance notice via email and/or in-Platform notice, stating: affected models/features; current and new rates; effective date; User's termination right (§ 4.7(e)). The Platform Operator will provide a reasonable explanation on written request, subject to confidentiality of third-party commercial terms (may provide redacted materials or references to publicly available pricing notices).

(e) A consumption rate adjustment under § 4.7 is a Category 2 Change. User may terminate with effect from the adjustment date by written notice to [email protected] before the effective date. Fees: § 8.7.2. Credits: § 4.2(d)(C).

(f) This § 4.7 does not authorise increases to the nominal Credit purchase price (EUR/Credit) or Subscription fees; those require the § 1.4 amendment procedure or active User consent per § 1.4.2.

4.8 Fraud, Chargebacks, and Account Compromise

4.8.1 Chargebacks. Upon a chargeback, Platform Operator may: (i) suspend Account pending investigation; (ii) if chargeback is determined unfounded or abusive, deduct Credits equivalent to the reversed amount plus actual chargeback processing fees charged by the payment processor (max EUR 25/event at the then-current purchase rate) — except where chargeback arises from verified unauthorised use of the payment method or a Platform billing error; (iii) permanently terminate under § 8.7.3 (Case B) for unfounded/abusive chargebacks. Users are encouraged to contact [email protected] before initiating chargebacks.

4.8.2 Fraud. On reasonable suspicion of fraudulent activity, Platform Operator may: (i) temporarily suspend Account; (ii) permanently withhold Credits issued as direct result of the fraud; (iii) deduct purchased Credits to the extent of documented losses per § 8.7.3(b). These are enforcement measures, not termination. Account termination for fraud: Case B. Platform Operator notifies User within 24 hours of suspension unless prohibited by law or investigation requirements.

4.8.3 Account Compromise. User must notify [email protected] immediately. Platform Operator will suspend the Account and issue new credentials. Credits consumed during the compromised period reviewed individually; Platform Operator may reinstate consumed Credits at reasonable discretion where compromise is independently verifiable. User remains responsible for all consumption prior to notification.

§ 5 Acceptable Use

5.1 Users May Use The Service Only for Lawful Purposes In Compliance With All Applicable Laws

5.2 Prohibited: generating/distributing unlawful, harmful, defamatory, discriminatory, or obscene content; circumventing access controls or security measures; reverse-engineering the Platform or AI models; systematic data scraping without written consent; introducing malicious code; reselling or sublicensing without written authorisation; impersonating persons/entities or making false age statements (§ 2.6); using the Service to unlawfully defame or tortiously interfere with the Platform Operator or Third-Party Model Providers.

5.3 Procedure upon violation. (a) Standard: written warning identifying the breach; 5 Business Day cure period; escalation only if not remedied within the cure period. (b) Immediate action without notice: fraud/stolen credentials/identity fraud/false age (§ 2.6.3); material harm to Platform, Users, or third parties; legally required removal; repeat violation within 12 months following a prior warning. (c) Available measures: temporary Account suspension; permanent termination (§ 8.7.3); regulatory reporting; damages claim. Credit treatment upon termination for cause: § 8.7.3 + § 4.2(d)(B); no Repurchase.

§ 6 Intellectual Property

6.1 All IP rights in the Platform belong to or are licensed to the Platform Operator. No rights granted to Users beyond limited use for the Service per these Terms.

6.2 Users retain ownership of User Input. Users grant the Platform Operator a limited, non-exclusive, royalty-free licence to process User Input solely to provide the Service.

6.3 The Platform Operator makes no representations as to the IP status of AI-generated Output. Under German/EU copyright law (§ 2 UrhG; EU Copyright Directive), autonomously AI-generated content may not qualify for copyright protection; the extent of any protection depends on the User's human creative contribution. Third-Party Model Providers may have their own Output ownership policies; Users must review and comply. Users are solely responsible for Output use compliance with applicable IP law and third-party rights. Platform Operator accepts no liability for third-party IP claims arising from the User's use of Output.

6.4 Feedback Submitted By Users May Be Used By The Platform Operator Freely Without Obligation or Compensation

§ 7 Liability

7.1 Unlimited liability: personal injury or death from negligence or wilful misconduct; gross negligence or wilful misconduct; German Product Liability Act.

7.2 Ordinary negligence: liability only for breach of essential contractual obligations (Kardinalpflichten), limited to foreseeable, contract-typical damages. B2B cap per contract year: greater of (a) fees paid in preceding 12 months or (b) EUR 500. Cap does not apply to § 7.1 claims. Excluded entirely (subject to § 7.1): indirect damages, lost profits, or consequential loss from non-essential obligations; damages caused by Third-Party Model Provider outages or errors; Output inaccuracy, completeness, or fitness; data loss due to inadequate User backups; Credit forfeiture/expiry per § 4.2(c) and § 4.2(d)(B).

7.3 Third-Party Model Provider behaviour, accuracy, availability, and output are outside the Platform Operator's control and responsibility. Those providers' own terms apply to their processing of User Input.

7.4 Users Are Solely Responsible for Their Use of AI Output and Compliance With Applicable Laws and Third-Party Rights

7.5 B2B Indemnification. B2B Users shall indemnify the Platform Operator and its affiliates, officers, employees, and agents from third-party claims, damages, losses, and costs (including reasonable legal fees) arising from: (a) breach of § 5.2; (b) unlawful personal data processing; (c) User content infringing third-party IP. Cap: greater of (a) fees paid in preceding 12 months or (b) EUR 10,000. Cap exceptions: B2B User wilful misconduct or fraud (unlimited liability); Platform Operator intentional misconduct or gross negligence (indemnification obligation does not apply).

§ 8 Subscription Plans, Term, and Termination

8.1 Two access models: (i) Free Plan/Pay-As-You-Go: free Account, Credits purchased as needed, no minimum term, consumption rates per Pricing Schedule. (ii) Subscription Plan: recurring plan with reduced consumption rates and Monthly Credit Allowances per Pricing Schedule. The Account exists independently of the Subscription in both cases.

8.2 B2C Subscription Plans (names, pricing, Monthly Credit Allowances, and consumption rates) are set in the Pricing Schedule. The Academic Plan requires verified academic status; re-verification may be requested at any time; plan may be downgraded on 30 days' notice if eligibility cannot be confirmed.

8.3 B2B/Teams Plans (base fees, per-Seat fees, and consumption rates) are set in the Pricing Schedule. One Team Admin Account manages the shared Credit pool, billing, and Seats. Per-Seat fees are calculated at the start of each billing period based on active Seat count.

8.4 Term, Renewal, and Cancellation

B2C Monthly: 1-month term; auto-renews; cancel ≥3 days before end of term via settings or email.

B2B Monthly: 1-month term; auto-renews; either party cancels with 30 days' written notice.

B2B Annual: 12-month term; auto-renews; cancel with ≥60 days' written notice before term end. Billed in advance for full year; no pro-rated refund on early termination except for Platform Operator material breach.

Academic: Treated as monthly B2C plan; terminable by Platform Operator on 30 days' notice if eligibility unverifiable.

B2C Annual (where offered): 12-month initial term from first billing. Cancellable any time effective at end of initial term (cancel ≥1 month before end). If not cancelled: auto-converts to month-to-month at standard monthly price per Pricing Schedule. Active renewal (12-month at discounted annual price) available via settings before term end. Reminder email sent ≥30 days before initial term end. No pro-rated refund on early cancellation of a fixed annual term except: § 11.3 statutory withdrawal, or Platform Operator material breach.

8.5 How to Cancel or Close

8.5.1 Subscription Cancellation: via Account settings (zenture.app) or written notice to [email protected]; effective at end of current billing period. Does not close the Account. User reverts to Free Plan. Credits remain per § 4.2(c). No Repurchase triggered.

8.5.2 Account Closure: via Account deletion function in settings or written request to [email protected]. Terminates the contractual relationship. Non-purchased Credits forfeit; Purchased Credits subject to Repurchase per Case A (§ 4.2(d)(A)) and § 4.2(e). Processed within 14 Business Days. Data handled per Privacy Policy (zenture.app/legal/privacy).

8.6 Effect of Downgrade or Cancellation on Credits. Plan access continues to end of current billing period; subscription_bonus Credits cease to be issued from the next period; already-issued subscription_bonus Credits remain valid per § 4.2(a)(iii); Purchased Credits are entirely unaffected and remain in the Account per § 4.2(a)(i) until Account closure. No Repurchase is triggered by cancellation or downgrade alone.

8.7 Termination By Platform Operator

8.7.1 Ordinary – Free Plan/Pay-As-You-Go Users: ≥30 days' written notice to registered email. On expiry: Account deactivated; Case D Credits; data export per § 8.7.4.

8.7.2 Ordinary – Subscription Plan Users: ≥30 days' notice (monthly plans) or ≥60 days' notice (annual plans). B2C: pro-rated Subscription fee refund for unused prepaid days (calculated daily). B2B Annual: pro-rated refund of unused prepaid annual fee. Credits: Case D.

8.7.3 Extraordinary – Termination for Cause (immediate, no notice): (i) Material breach of § 5, not remedied within 5 Business Days of written notice; (ii) Fraud, payment fraud, identity fraud, or material misrepresentation including false age (§ 2.6.3); (iii) Unfounded or abusive chargebacks; (iv) Legal or regulatory obligation; (v) User entity (legal entity) insolvency, liquidation, or analogous proceedings. Credits: Case B. All Credits forfeit; no Repurchase. Additional deduction (fraud/chargeback abuse/material § 5 breach): to offset documented direct losses or costs (incl. chargeback fees); specified in writing within 14 days of termination; no monetary liability beyond Credit balance at time of termination. Subscription fees for current billing period: non-refundable (subject to mandatory consumer protection law).

8.7.4 Data Export: On § 8.7.1 or § 8.7.2 termination: ≥30 days' export access from notice. On § 8.7.3 immediate termination: 14 days' export access from termination notice. Exception: legal/regulatory obligation or ongoing fraud investigation.

8.7.5 Termination notices (delivered to registered email) must state: (i) ground for termination; (ii) effective date; (iii) applicable Credit case (§ 4.2(d)(A)–(F)); (iv) whether Repurchase applies and if so estimated amount and payment method; (v) any applicable Subscription fee adjustment (§ 8.7.2); (vi) data export window.

8.8 Grandfathering and Legacy Plans

8.8.1 New plans or pricing changes for new subscribers do not constitute Category 2 Changes for existing subscribers and do not trigger any special termination right or Repurchase.

8.8.2 Existing subscribers continue their Grandfathered Plan under original conditions unless: (i) the Platform Operator notifies of a change to that specific plan per § 1.4.2 (applicable Category determines User's rights); or (ii) the User voluntarily changes plan (new plan terms apply from switch).

8.8.3 A Legacy Plan is a Subscription closed to new subscribers but active for existing ones. Legacy Plan subscribers: may continue as long as Subscription remains continuously active; do not automatically transition; retain all rights including § 8.8.2 protection; may switch to any current plan at own discretion (new plan terms apply from switch).

8.8.4 Discontinuing a Legacy Plan for existing subscribers = Category 2 Change; § 1.4.2 notice and rights apply. Affected Users may terminate per § 4.2(d)(C) (Repurchase of Purchased Credits at Original Purchase Rate).

§ 9 Force Majeure and Third-Party Disruptions

9.1 Neither party is liable for delay or failure caused by circumstances beyond their reasonable control ("Force Majeure Event"), including acts of God, natural disasters, pandemics, war, civil unrest, governmental action, or widespread internet/infrastructure failures.

9.2 Affected party notifies as soon as practicable and uses reasonable mitigation efforts. If Force Majeure continues >30 days, either party may terminate on written notice without liability. Permanent Platform shutdown as a result: Case E Credits (Repurchase of Purchased Credits at Original Purchase Rate; all other types forfeit). Temporary disruption only (no permanent shutdown): no Repurchase; service_bonus Credits may be issued at Operator's discretion per § 3.4.2.

9.3 Third-Party Model Provider disruptions (e.g. API outages) are third-party causes beyond the Platform Operator's control. No remedy beyond § 3.4 applies; not counted against any availability objective.

§ 10 Assignment and Transfer

10.1 Platform Operator may assign rights and obligations (including in M&A) provided: (i) ≥30 days' advance written notice to User; (ii) assignee assumes all obligations including Repurchase obligations (§ 4.2(e)); (iii) service level is not materially diminished.

10.2 B2C Users may object in writing within 30 days of assignment notification. Valid objection: contract terminates at transfer date. Case F Credits; pro-rated Subscription fee adjustment per § 8.7.2.

10.3 Users May Not Assign or Transfer Rights or Obligations Without Prior Written Operator Consent

10.4 B2B Users with active annual plans may terminate with effect from the assignment date if the assignee materially changes terms within 6 months of assignment. Case F Credits; pro-rated annual Subscription fee adjustment.

§ 11 Consumer Protection (B2C Users Only)

11.1 This § 11 Applies Exclusively to B2C Users

11.2 Nothing in these Terms limits mandatory consumer protection rights under the BGB and applicable EU consumer law. The Credit forfeiture provisions in § 4.2(d)(B) and non-refundability in § 4.5 do not affect mandatory statutory rights that cannot be contractually excluded.

11.3 Right of Withdrawal (Widerrufsrecht)

(a) B2C Users have the right to withdraw from a distance contract within 14 days of contract conclusion (Subscriptions) or purchase date (Credit purchases), per §§ 312g, 355 BGB, without stating reasons.

(b) Withdrawal by clear unambiguous statement (e.g. email to [email protected]) before the period expires. Model form (not mandatory):

To: zenture UG (haftungsbeschränkt), Dobelstrasse 5, 70184 Stuttgart, Germany, [email protected] I/We (*) hereby withdraw from my/our (*) contract for: [description of service] Ordered on: _______________ | Name: _______________ | Address: _______________ Signature (paper form only): _______________ | Date: _______________ (*) Delete as appropriate

(c) Consequences: Full refund within 14 days of withdrawal notice via original payment method.

(d) Rules upon commencement of performance: (i) Subscriptions (digital services, § 356 Abs. 4 BGB): withdrawal right is not extinguished by service commencement. If withdrawn after commencement: User pays pro-rated Wertersatz (daily basis). User expressly requests commencement upon completing the purchase process. (ii) Credit Purchases (digital content, § 356 Abs. 5 BGB): withdrawal right expires before expiry of the period upon delivery, where the User has: (1) given express informed prior consent to immediate crediting of Credits; and (2) explicitly acknowledged that the right of withdrawal will be lost upon delivery. Consent and acknowledgement are given via a mandatory separate checkbox at checkout (purchase cannot be completed without it). Platform Operator logs exact wording, timestamp, Account ID, and IP address at purchase; records retained ≥3 years. Withdrawal does not apply to promotional, subscription_bonus, or service_bonus Credits (gratuitously issued; no payment transaction).

11.4 The Platform Operator does not participate in consumer dispute resolution proceedings under the VSBG. EU ODR platform: https://ec.europa.eu/consumers/odr

11.5 B2C Users in the EU: governed by German law, without prejudice to mandatory consumer protection in the User's country of residence that provides greater protection.

§ 12 Data Protection and Privacy

12.1 Personal data is processed per the Privacy Policy at zenture.app/legal/privacy (integral part of the agreement; explains data collected, use, retention, and GDPR rights).

12.2 Data Roles. B2C: Platform Operator = data controller (Art. 4(7) GDPR). B2B: where processing is strictly on B2B User's behalf = data processor (Art. 4(8) GDPR); DPA required per Art. 28 GDPR (zenture.app/legal/dpa). For operational, security, billing, fraud prevention, and Platform improvement processing: Platform Operator may act as independent controller regardless of User type. Details in Privacy Policy and DPA.

12.3 Sub-Processors and Third-Party Model Provider Data Processing

12.3.1 B2B Users Provide General Written Authorisation for Sub-Processors Upon Entering This Agreement

12.3.2 Sub-Processor list at zenture.app/legal/subprocessors (name, address, purpose, data location, transfer safeguards). B2B Users notified ≥14 days before new Sub-Processor commences processing B2B User personal data (by email). (14-day notice is an express exception to the 30-day default in § 1.4.1, applicable specifically to Sub-Processor changes per the shorter framework permitted under Art. 28 GDPR.)

12.3.3 B2B Users may object within the 14-day notice period on reasonable, documented data protection grounds (email: [email protected]). Commercial-only objections are not reasonable.

12.3.4 Upon reasonable objection: Platform Operator uses reasonable efforts to (a) propose an alternative configuration avoiding the objected-to Sub-Processor, or (b) remedy the objection grounds. If neither achievable within 30 days: either party may terminate affected Services on written notice without liability. Full Agreement termination by User: Case F Credits. Partial termination of specific Services only (Account otherwise active): no Account closure, no Repurchase triggered; Credits governed by § 4.2(c).

12.3.5 Platform Operator imposes equivalent data protection obligations on each Sub-Processor and remains fully liable to B2B Users for Sub-Processor acts and omissions.

12.3.6 User Input is transmitted to Third-Party Model Providers for AI response generation. Where a provider processes Input solely on Platform Operator instructions without own-purpose use: listed as sub-processor at zenture.app/legal/subprocessors. Where a provider's terms permit own-purpose processing (e.g. model training, safety monitoring): acts as independent controller; identified as such in the Sub-Processor register. B2B Users are responsible for ensuring their Service use (including personal data transmission) is lawful under applicable data protection law.

§ 13 Special Terms for US Users

13.1 This § 13 applies additionally to Users accessing the Service from the United States of America ("US Users"). In case of conflict with other provisions regarding US Users, this § 13 prevails.

13.2 Disputes not resolved by good-faith negotiation are resolved by binding arbitration under AAA rules, in English, conducted remotely (video/written submissions) to the maximum extent permitted by applicable AAA Consumer or Commercial Arbitration Rules. Small Claims Exception: individual claims qualifying under a small claims court's then-current requirements may be brought there instead. This § 13.2 does not apply to emergency injunctive or equitable relief for IP infringement, misappropriation, or violation.

13.2.1 Governing Law (US Users). Except as expressly set forth in this § 13 regarding arbitration and class action waiver, these Terms and any dispute or claim (including non-contractual disputes) shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding the CISG, without prejudice to any mandatory consumer protection laws that cannot be contractually excluded.

13.3 Class action waiver. To the maximum extent permitted by applicable law, US Users waive the right to participate in a class action lawsuit or class-wide arbitration against the Platform Operator.

13.4 Disclaimer of warranties. To the maximum extent permitted by applicable law, the Service is provided "as is" and "as available" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. The User acknowledges that AI-generated output may be inaccurate, incomplete, or misleading and is provided for informational purposes only. The Platform Operator does not warrant the accuracy, reliability, or suitability of any AI-generated output, and the User is solely responsible for decisions or actions based on such output.

13.5 Limitation of liability. To the maximum extent permitted by applicable law, the Platform Operator's total liability to any US User shall not exceed the greater of: (a) total fees paid to the Platform Operator in the 12 months preceding the claim; or (b) USD 100. This does not apply to: (i) death or personal injury from negligence or wilful misconduct; (ii) fraud or fraudulent misrepresentation; or (iii) liability that cannot be excluded under mandatory applicable law.

13.6 Export Control and Sanctions. The Service may be subject to US, EU, and other applicable export control and sanctions laws. US Users represent and warrant that: (a) they are not located in, resident in, or ordinarily resident in any country or territory subject to comprehensive US trade sanctions or embargoes; and (b) they are not listed on any US government prohibited or restricted party list, including the SDN list maintained by the US Department of the Treasury. Users must not use the Service in violation of applicable export control, sanctions, or trade restriction laws. Platform Operator may suspend or terminate access to comply with applicable export control or sanctions laws.

13.7 Copyright / DMCA. The Platform Operator respects intellectual property rights and expects Users to do the same. Copyright holders who believe content available through the Service infringes their copyright under US law may submit a notice under the Digital Millennium Copyright Act (DMCA) to [email protected], including sufficient information to identify the allegedly infringing material. Upon receipt of a valid notice, the Platform Operator may remove or disable access to the content and may suspend or terminate the accounts of repeat infringers where appropriate.

§ 14 General Provisions

14.1 Governing Law. German law (excl. CISG) governs these Terms and all disputes (including non-contractual) for all Users, subject to § 13 for US Users regarding arbitration procedure. For non-EU/non-US Users: without prejudice to mandatory consumer protection provisions in the User's country of residence that cannot be contractually excluded; B2B jurisdiction: Stuttgart, Germany.

14.2 Jurisdiction. B2B: exclusive jurisdiction Stuttgart, Germany (to the extent permitted by law). B2C: the above does not affect B2C Users' statutory right to bring proceedings before the courts of their place of residence.

14.3 Severability. Invalid or unenforceable provisions are modified to the minimum extent necessary to make them valid and enforceable; remaining provisions are unaffected.

14.4 Entire Agreement. These Terms, together with the Privacy Policy, DPA (where applicable), and Pricing Schedule, constitute the entire agreement and supersede all prior agreements, representations, and understandings.

14.5 Waiver. Failure to exercise or enforce any right or provision does not constitute a waiver.

14.6 Language. These Terms are provided in German and English; both are legally binding. Conflicts: German version prevails for German residents; English version prevails for others (unless mandatory local consumer law requires otherwise). Both versions maintained with identical structure and updated simultaneously.

14.7 Contact. zenture UG (haftungsbeschränkt) | Dobelstrasse 5, 70184 Stuttgart, Germany | Amtsgericht Stuttgart, HRB 800770 | VAT: DE456059045 | Email: [email protected] | Platform: zenture.app

End of General Terms and Conditions