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Kauz End User License Agreement

Last Updated: July 5, 2024
This Kauz End User License Agreement (“EULA”) constitutes a legally binding contract between you (“Customer”) and Kauz GmbH seated at Erasmusstraße 15, 40223 Düsseldorf, Germany (“Kauz”), each a “Party”, both jointly referred to as the “Parties”. The EULA governs and applies to Customer’s download, installation and/or use of the Product (as defined below). By downloading, installing and/or using the Product, Customer accepts the terms and conditions set forth. Upon this acceptance, the EULA becomes effective and it continues to be in force for as long as Customer is using the Product or is keeping a copy of it. Customer must not use or will have to cease using the Product in each of the following instances: (i) in case Customer does not agree with the terms and conditions; (ii) if Customer refuses to accept any reasonable amendments of the EULA which Kauz may make upon prior written notice; (iii) upon the expiration of the Trial Period or of the Subscription Term (both as defined below).

1. Definitions

“AI Assistant” means the software created by means of the aiStudio and made available through a chat interface through which a User can interact with the software messaging in natural language.

“Effective Date” means the date on which this EULA is concluded, i.e. the date of acceptance of the terms of conditions of this EULA by Customer.

“Customer Data” has the meaning described in clause 4.1.

“DPA” means the Data Processing Agreement between the Parties (the current version of which is available here) added to this EULA as an addendum.

“Hallucination” is an output or result generated by [the applied LLM] that does not correlate with the input data or expected outcome, based on [the applied LLM]’s learning model. This may manifest in the form of anomalies, unexpected associations, or the generation of information that appears to be without a logical basis in the context of the provided data.

“Offer” means an offering of a Subscription by Kauz. It specifies, in particular, the terms of subscription available, the applicable license fees as well as the terms of payment. Once accepted by the Customer, the Offer becomes part of this EULA.

“Product” has the meaning described in clause 2.1.

“Subject Matter” means the license of the Product in accordance with clause 1.2.

“Subscription” means the agreement on a paid license concluded by the Parties upon the procedure lined out in clause 3.1.

“Subscription Term” means the term of the Subscription.

“Trial Period” means a period of two weeks starting on the Effective Date of this EULA.

“User Data” has the meaning described in clause 4.2.

“Users” has the meaning described in clause 1.1.

2. Subject Matter & License

2.1.

The Product consists of a self-service platform and chat frontend named “aiStudio” and various backend software systems through which AI Assistants can be created, customized, trained, operated and managed. The Product is the result of a hybrid technological approach that combines the strengths of Kauz’s proprietary Natural Language Understanding (NLU) technology with advanced Large Language Models (LLMs). The purpose of integrating LLMs into Kauz’s NLU technology is to provide a more robust, efficient, and accurate service to the Customer. This combination aims to deliver superior understanding and processing of natural language, thereby facilitating more effective communication and data analysis. The Product enables Customer to offer AI Assistants for use of its employees and/or customers (“Users”).

2.2

Kauz grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable license to download, install and use the Product in line with the restrictions set out in clause 2 during the Trial Period and the Subscription Term respectively.

2.3

The Customer acknowledges and agrees that [the applied LLM] is an integral component of Kauz’s service offering. The LLMs employed by Kauz are sophisticated artificial intelligence systems that have been trained on a diverse set of data sources to understand and generate human-like text.

2.4

The Customer hereby expressly acknowledges and agrees that the general terms and conditions of [the applied LLM] (the “LLM GTCs”) are an integral part of this EULA. The Customer affirms its understanding that the AI-Application GTCs are incorporated by reference into this EULA and agrees to comply with and be bound by the LLM GTCs in their entirety. The Customer acknowledges that the AI-Application GTCs may contain provisions that are specific to the use, licensing, limitations of liability, confidentiality, data protection, and intellectual property rights related to the AI-Application. The Customer hereby consents to honor and abide by such provisions as if they were fully set forth herein.

2.5

The Customer undertakes to familiarize itself with the LLM GTCs prior to using the Product and confirms that it will adhere to the stipulations set forth therein. The Customer further agrees that any use of the Product signifies its unconditional acceptance of the LLM GTCs.

3. Restrictions

Except as expressly authorized by Kauz, Customer will not and will not permit Users to:

  • provide access to, distribute, sell or sublicense the Product to any third party;
  • use the Product on behalf of, or provide it to, third parties;
  • use the Product to develop a similar or competing product or service;
  • scrape, data mine, reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to or from the Product, except to the extent expressly permitted by Law (and then only with prior notice to Kauz);
  • modify or create derivative works of the Product or copy the Product or any element thereof (other than permitted by law or required for the download, installation and/or use of the Product);
  • remove or obscure any proprietary notices in the Product or otherwise misrepresent the source of ownership of the Product;
  • publish benchmarks or performance information about the Product or facilitate third parties to compile benchmarks or performance measurements about the Product;
  • interfere with the offering of and operation of the Product by Kauz;
  • circumvent the Product’s access restrictions or conduct any security or vulnerability tests of the Product;
  • transmit any viruses or other harmful materials to the Product;
  • allow individuals to share login credentials; to the effect that more than the allowed number of individuals use the Product.
  • engage in any fraudulent, misleading, illegal or unethical activities using or related to the Product; or
  • use the Product to store, transmit or create any material or content which contains illegal content.

4. Customer and User Data, Security

4.1

Customer grants Kauz the non-exclusive, worldwide, limited right to use, copy, store, transmit, and display the data provided by Customer to Kauz in respect of the Product as far as required to provide the Product (“Customer Data”). Customer Data is never personal data within the meaning of the applicable laws for the protection of personal data.

4.2

Customer have Users grant Kauz the non-exclusive, worldwide, limited right to use, copy, store, transmit, and display the content entered by Users when interacting with an AI Assistant that is part of the Product as far as required to provide the Product (“User Data”). User Data is never personal data within the meaning of the applicable laws for the protection of personal data.

4.3

Kauz may use Customer and User Data in order to operate, improve, analyze and support the Product and for other lawful business purposes, provided such data does not contain personal data.

4.4

If Customer provides Kauz with feedback or suggestions regarding the Product, Kauz may use such feedback without restriction or obligation, provided the feedback remains subject to confidentiality and does not reference Customer as the source.

4.5

Kauz uses reasonable technical and organizational measures designed to protect the Product as well as any Customer and User Data it receives. Kauz will maintain commercially reasonable standards and controls designed to detect and prevent the introduction of viruses, malware, Trojan horses, and other code intended to do harm.

5 Intellectual Property

5.1

Neither Party grants the other any rights or licenses not expressly set out in this EULA. Except for Kauz’ use rights, Customer retains all intellectual property and other rights in Customer Data or User Data provided to Kauz. Except for Customer’s use rights in the license pursuant to clause 2, Kauz and the owner of [the applied LLM] retain all intellectual property and other rights in the Product and in [the applied LLM].

5.2

Kauz may use registered or unregistered signs, trademarks or designs owned or licensed by Kauz in relation to the Product. Customer agrees not to display or otherwise use any such signs, trademarks or designs in any manner, including in connection with Customer’s use or promotion of AI Assistants, without Kauz’ prior
written consent.

6. Product Maintenance, Support

6.1

Kauz from time to time may update the Product and it will make the latest version of the Product available to Customer. Kauz, however, is under no obligation to update the Product.

6.2

In case of an update release, the relevant information will be provided on Kauz’ website. Where applicable, downloads will be made available on the same website. Customer is free to download, install and use the update.

6.3

If Customer does not or does not properly install the update, Customer accepts any deviations from the Product as agreed on in this EULA, including its lack of availability, if such deviations are attributable to the lack of the update and Kauz has made available to Customer proper installation instructions regarding the update.

6.4

Kauz hereby agrees to provide the Customer with support services related to the chat frontend of the “aiStudio” under the terms and conditions set forth in this EULA. Kauz is committed to ensuring that the Product operates as intended and will offer support services to address and resolve any issues specifically related to the chatbot functionality of the Product. The scope of support services provided by the Licensor includes, but is not limited to:

  • Assistance with the initial setup and configuration of the frontend of the aiStudio.
  • Troubleshooting problems encountered during the normal operation of the frontend of the aiStudio.
  • Providing updates and patches for the frontend of aiStudio to correct errors, maintain compatibility with operating systems or third-party applications, and improve performance.

Kauz’s obligation to provide support services is limited to the chat frontend of the “aiStudio” and does not extend to other aspects of the Product, the Customer’s business operations, third-party applications, or systems not directly related to the Product.

6.5

Kauz recognizes that the Customer may require additional support services beyond those related to the chatbot functionality of the Product. In such cases, Kauz is open to rendering further support services in accordance with individual agreements entered into between Kauz and the Customer.

7 AI Transparency

7.1

Besides their effectiveness and customizability, the AI Assistant shall provide a high level of AI transparency. To this end, the AI Assistant is designed to (i) disclose to Users by their very design and, as far as necessary, explicitly that their functioning, in particular their output creation, is based on AI systems and (ii) mark all output generated by the AI Assistant in a machine-readable format and detectable as artificially generated.

7.2

Customer commits to not remove, modify or otherwise interfere with the appearance, display of information or any other measure taken by Kauz to ensure a high level of AI transparency. Customer passes on the same obligation to Users.

7.3

To further increase AI transparency, Kauz shares and holds available for download information on the functioning and training of its AI; Kauz also provides links to the information on the training and functioning of third-party AI models that are made available and/or leveraged by the Product.

8. Infringement of Intellectual Property Rights of Third Parties

8.1

Kauz shall not be liable for any intellectual property infringement that may occur as a result of the Customer’s use of the Product. This exclusion of liability applies to all forms of intellectual property infringement that may arise from the generative capabilities of the Product.

8.2

The Customer acknowledges that the AI Application operates on complex algorithms and processes data in a manner that can lead to the creation of outputs that are unpredictable and may inadvertently resemble or replicate the intellectual property of third parties.

8.3

The Customer further acknowledges that Kauz does not have control over the specific inputs provided by the Customer or the particular manner in which the Customer uses the outputs generated by the Product. Consequently, Kauz cannot foresee or prevent potential intellectual property infringements that may result from the Customer’s actions.

8.4

The Customer agrees to assume full responsibility for ensuring that the use of the Product does not infringe upon the intellectual property rights of third parties. This includes conducting due diligence

  • on the Customer Data, User Data and other input.
  • on the outputs generated by the Product to identify and rectify any potential IP Infringements before using such outputs for any commercial or public purpose.

In case of a notification of the Customer about an intellectual property infringement by Kauz or a third party, the Customer undertakes to stop the conduct that resulted in the intellectual property infringement immediately and to confirm his respective activities vis-á-vis Kauz in writing.

8.5

In the event that the Customer becomes aware of any potential intellectual property infringement related to the use of the Product, the Customer agrees to cease such use immediately and to inform Kauz without undue delay.

9. Liability

9.1

The Customer hereby acknowledges and agrees that the [the applied LLM] operates on the basis of complex algorithms and processes data through sophisticated computational methods. The nature of these algorithms and processes is such that they can produce outputs that are inherently unpredictable and may not always be anticipated by Kauz or the Customer.

9.2

Kauz shall not be held liable for any unpredicted outputs generated by [the applied LLM], including but not limited to those that may be characterized Hallucination as defined herein. The Customer accepts that the use of [the applied LLM] and any reliance on its outputs are at the Customer’s own risk. Kauz makes no warranty, express or implied, that the outputs will be accurate, reliable, or suitable for the Customer’s intended purpose.

9.3

The Customer further agrees that Kauz shall not be responsible for any consequences, whether direct or indirect, arising from the use of [the applied LLM] ‘s outputs. This includes, but is not limited to, any decisions made or actions taken by the Customer in reliance upon such outputs.

9.4

Subject to clause 8, both the Customer and Kauz shall be liable without limitation for damages caused intentionally or by gross negligence, as well as for culpable injury to life, body, or health.

9.5

Subject to clauses 9.1. to 9.4, the Customer and Kauz shall be liable to each other for breaches of contractual obligations due to slight negligence only if such breaches pertain to the fundamental duties which are essential for the proper execution of the contract and on which the other party may reasonably rely. Such duties are those whose fulfillment makes the proper execution of the contract possible in the first place and whose violation endangers the achievement of the purpose of the contract. However, this liability is limited to the foreseeable, contract-typical damages that were identifiable at the time of the conclusion of the contract.

9.6

The provisions of clause 9 shall also extend to the benefit of the employees, representatives, and organs of the Customer and Kauz.

10 Licensee Fees

10.1

The license is free-of-charge during the Trial Period. During or after expiration of this Trial Period, Customer may contact Kauz at info@kauz.ai or via phone (+ 49 (0) 21130049622) to book a Subscription. Upon any such booking, Kauz will in due time provide Customer with an Offer upon which, if confirmed by Customer, the Subscription begins to apply (if not stated otherwise by the Parties).

10.2

If Customer does not contact Kauz in accordance with clause 3.1 before the end of the Trial Period, the Product will seize to be available to Customer by the end of that period.

10.3

The Parties acknowledge that economic changes such as inflation or cost increases may have an impact on their business activities. In order to ensure a fair and stable business relationship, Kauz reserves the right to from time to time adjust the license fees based on cost- or market developments. The Customer shall be informed in writing of any changes to the license fees at least three months before the new fees come into effect. The notification shall contain a breakdown of the reasons for the adjustment. Unless otherwise agreed, the increase can be made for the first time after the end of the first year since the start of the contract and annually thereafter. In addition, Kauz reserves the right to change the product model and the license fees at any time for the benefit of the Customer.

11 Term and Termination

11.1

The Agreement shall come into effect on [the date specified herein] and shall remain in force for an indefinite period.

11.2

Either party may terminate this Agreement by giving three (3) months’ notice to the other party, with such notice to expire at the end of a calendar month.

11.3

Notwithstanding the above, either party retains the right to terminate the Agreement without notice for a material reason. A material reason shall exist in particular, but not exclusively, where

  • the Customer is in breach of any material obligation under clause 2, 3, 5 and 8.
  • the Customer fails to pay any undisputed license fees within fourteen (14) days of receiving a notice of non-payment.
  • the Customer’s actions are risking harm to other customers or to the security, integrity, or availability of the Product.

11.4

Any termination, whether ordinary or extraordinary, must be made in writing to be effective.

12. Data Protection

12.1

Both the Customer and Kauz shall adhere to the applicable data protection laws relevant to each party. It is imperative that all activities conducted under this agreement are in strict compliance with such legal requirements to ensure the protection of personal and sensitive data.

12.2

In the event that Kauz has access to the Customer’s personal data, the Customer and Kauz shall execute a Data Processing Agreement (DPA) prior to the commencement of any data processing activities. This DPA will be annexed to this agreement and will dictate the terms under which Kauz is permitted to handle the personal data. Kauz shall process the personal data exclusively in accordance with the provisions set forth in the DPA and in compliance with the Customer’s instructions.

12.3

In accordance with clause 1 above personal data maybe processed by the LLM and the respective data protection agreement the Customer has to enter into [the data protection agreement of ChatGPT] can be found here https://ironcladapp.com/public-launch/63ffefa2bed6885f4536d0fe
This must be completed by the customer.

13. Confidentiality

Kauz and Customer commit to maintaining the confidentiality of all confidential information, including trade secrets, acquired in relation to this agreement and its execution. Both Customer and Kauz shall not disclose, disseminate, or otherwise utilize such confidential information to any third parties. Confidential information pertains to any data and information that is explicitly marked as confidential or whose confidential nature is apparent based on the circumstances of disclosure, regardless of whether it is communicated in written, electronic, tangible, or oral form. The obligation to maintain confidentiality does not apply where Customer and Kauz are legally compelled to disclose the confidential information by law, or by a final and binding administrative or court order. Any form of reverse engineering or any attempt to reverse engineer the Product is forbidden. Customer and Kauz shall ensure that all employees are bound by confidentiality obligations that are substantially similar to those set out in this section.

14. Miscellaneous

14.1

This EULA shall be subject to the laws of the Federal Republic of Germany and it shall be interpreted in line with those laws. The application of the United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980 is excluded. The place of performance of providing the Product is Düsseldorf.

14.2

All disputes arising out of or in connection with the EULA, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the District Court of Düsseldorf (Landgericht Düsseldorf).

14.3

This EULA sets out the Parties’ entire agreement regarding the Subject Matter; it supersedes any and all prior and contemporaneous agreements, promises, assurances and understandings between the Parties (whether written or oral) regarding the Subject Matter. In the event of any conflict among the terms of this EULA and a later agreement on a Subscription concluded between the Parties pursuant to clause 3.1, the latter shall take precedence over the EULA.

14.4

To be effective, any amendment or supplement to this EULA must be in written form.

14.5

Neither Party may assign this EULA, delegate its obligations or assign its rights hereunder without the prior written consent of the other party which, however, will not be unreasonably withheld. This applies except that either Party assigns this EULA, delegates its obligations or assigns its rights hereunder in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities, with reasonable prior notice to the other Party. Any non-permitted assignment is void. This EULA will bind and inure to the benefit of each Party’s permitted successors and assigns.

14.6

Neither Kauz nor Customer is liable for any delay or failure to perform any obligation under this EULA (except for a failure to pay fees which shall still be due and payable but may be deferred until payment of fees is possible following the resolution of the force majeure event) due to force majeure, i.e. events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, internet or utility failures, refusal of government license or natural disaster.

14.7

If a term or condition of this EULA shall become ineffective or void, the effectiveness of the remaining provisions of this EULA shall not be affected. The ineffective or void term or condition shall be replaced with the legally permitted term or condition that comes closest to the economic and contractual intention of the Parties as was reflected in the original provision.

* * *

For any questions you might have about this EULA and any legal notice you may want to submit to us, please get in touch via email (legal@kauz.com) or via mail (Legal Department, Kauz GmbH, Erasmusstraße 15, 40223 Düsseldorf, Germany).

Any notice that we send to you will be considered effective once sent to your email address or posted in the KAUZ Software. Any notice to us will only be effective once received by our Legal Counsel.

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