Terms and Conditions of Use (Service Agreement)

1. Scope of Application

1.1 The following Terms and Conditions of Use apply to the use of the AKI.IO Services (hereinafter “AKI.IO Services”), provided by AKI.IO GmbH, Marienburger Straße 1, 10405 Berlin, Germany (hereinafter “AKI.IO”). “Customer” means an entrepreneur within the meaning of § 14 German Civil Code who uses the AKI.IO Services for commercial, business or professional purposes. The AKI.IO Services are not offered to consumers.

1.2 Upon registration for, or acceptance of, these Terms and Conditions of Use on behalf of the Customer, a contract for the use of the AKI.IO Services is concluded between AKI.IO and the Customer. These Terms and Conditions of Use, the AKI.IO Privacy Policy and the AKI.IO Acceptable Use Policy form an integral part of this contract. To the extent that AKI.IO processes personal data on behalf of the Customer, the parties shall enter into a separate Data Processing Agreement (“DPA”) pursuant to Art. 28 GDPR. The DPA forms part of the contractual documentation and governs the subject matter, duration, nature and purpose of the processing, the types of personal data, the categories of data subjects, and the rights and obligations of the parties. In the event of any conflict regarding processing on behalf of the Customer, the DPA shall prevail.

1.3 AKI.IO will inform the Customer about any changes to these Terms and Conditions of Use not later than 15 days prior to their proposed effective date of such changes via email. The consent of the Customer is deemed granted if the Customer does not object to the changes prior to the proposed effective date. AKI.IO will explicitly point out this deemed consent to the Customer within the aforesaid information message.

2. Conditions of Use

2.1 The use of the AKI.IO Services is reserved exclusively for Customers as defined in Section 1.1 and is not available to consumers.

2.2 To use the AKI.IO Services, the Customer must provide certain equipment, software and data connections that AKI.IO does not provide. The Customer also consents to receiving communications from AKI.IO about the AKI.IO Services from time to time as necessary for the provision of the Services.

3. Subject of the AKI.IO Services

3.1 AKI.IO provides the Customer with access to various artificial intelligence models. The available models are specified within the AKI.IO Services. To use these models, a Company Account Customer account must be created and these Terms and Conditions of Use must be accepted on behalf of the Customer (hereinafter referred to as Company Account). Upon successful completion of the registration, the Customer may use the AKI.IO Services in accordance with the contract concluded pursuant to Section 1.2.

3.2 To set up a Company Account, the Customer must provide an email address and password or use one of the authentication methods offered by AKI.IO. The Customer is obliged to provide true and accurate information and to protect its password against third-party access in order to prevent any unauthorized third-party use of the Company Account. All use of the AKI.IO Services via the Company Account will be attributed to the Customer. The Customer can change its password for its Company Account at any time and thus prevent the risk of unauthorized use.

3.3 Upon opening a Company Account, the Customer receives an API key, which gives the Customer access to the AKI.IO interface (API), through which the Customer can access the artificial intelligence models provided. The Customer is initially designated as an administrator of the Company Account and may add additional users and API keys.

3.4 Use of the AKI.IO Services is subject to payment and, unless otherwise individually agreed, requires advance payment in accordance with Section 5.

3.5 In order to use the AKI.IO Services, an authorized representative acting on behalf of the Customer must set up a Company Account and provide further mandatory information, in particular the legal name and registered office of the Customer, the commercial register number, and, if available, its tax identification number. By opening the Company Account, the authorized representative confirms that he/she is authorized to represent the Customer. Once the Company Account has been successfully set up, the API key assigned to the authorized representative will be assigned to the Customer. To set up the Company Account, the Customer, represented by its authorized representative, has to accept the current price list. The Customer can receive additional API keys. All use of the AKI.IO Services with API keys attributed to the Customer is considered use within the scope of the Company Account.

3.6 Unless otherwise agreed in writing (e.g. within a separate Reseller Agreement), the Customer is not allowed or authorized to grant third parties any rights in the AKI.IO Services. In particular, the Customer is not entitled to lease or sublicense the AKI.IO Services for commercial purposes or to make them available to third parties in any other form for commercial purposes on a temporary basis against payment. This does not prevent the Customer from using the AKI.IO Service as part of its own products, applications or services in accordance with these Terms and the Acceptable Use Policy.

4. Rights of use

4.1 For the term of the Agreement (see Sec. 9), AKI.IO grants the Customer the worldwide right to use the AKI.IO Services and to receive access to the offered artificial intelligence models.

4.2 AKI.IO does not grant any rights in any outputs created by the artificial intelligence models. AKI.IO assumes no responsibility for the accuracy, usability, or applicability of the content generated by artificial intelligence models.

5. Compensation

5.1 To use an artificial intelligence model, the Customer may choose a model within its Company Account. AKI.IO is entitled to add additional models in its sole discretion.

5.2 For each model, a specific compensation scheme (price list) applies, which is specified within the AKI.IO Services. The Customer agrees that the compensation scheme may change from time to time. Planned changes to the price list and their effective date will be communicated to the Customer by email. The Customer has the option of accepting or rejecting the new price list within a period of at least three weeks before the end of the month. If no rejection is received, consent is deemed to have been given. The Customer will be informed in the notification of the change to the price list that silence will be considered consent. This is particularly the case if the Customer does not respond to the notification of the planned price change.

5.3 Depending on the model chosen by Customer in most cases the compensation will be calculated based on what is known as token technology. A token is a unit of data whose size varies depending on the artificial intelligence model. The Customer has the option of counting the number of tokens using a public tokenizer playground (e.g.: https://huggingface.co/spaces/Xenova/the-tokenizer-playground). For remuneration purposes, the input tokens and output tokens for each request are recorded separately. Remuneration is calculated based on the price list valid at the time of the respective request by the API keys attributed to the Company Account and deducted from the credit balance of the Company Account. In other cases, for example image generating models, the compensation will be calculated based on metrics such as the size or duration of the output. Such exceptional cases are specified within the Services, when choosing the respective model.

5.4 Unless otherwise individually agreed, use of the AKI.IO Services requires advance payment (“Top-up”). The Customer must purchase credit in Euro (“Credit”) in advance in order to activate and use API keys. If the available Credit is exhausted, all API keys attributed to the Company Account will be suspended until additional Credit has been purchased. All payments will be made in Euro plus VAT, if applicable.

5.5 The Customer may activate automatic replenishment of the Credit (“Auto Top-up”) in order to enable uninterrupted use of the AKI.IO Service. If Auto Top-up is activated, the payment method selected by the Customer will automatically be charged with a Credit purchase defined by the Customer when a Credit Balance threshold defined by the Customer is reached. The minimum threshold is EUR 1. The Customer may deactivate Auto Top-up for future replenishments at any time.

5.6 Upon request, selected Customers may be offered the option to purchase Credits in advance by invoice or direct debit or to enter into volume-based plans with AKI.IO. Such plans may provide for discounts and the purchase of Credits for agreed periods of up to two years. Any unused Credits expire at the end of the applicable term.

5.7. Company Accounts use a prepaid Credit Balance, unless otherwise agreed. Paid Credit represents an advance payment for future AKI.IO Services and is denominated in Euro for accounting and usage-settlement purposes. Credit is not a bank deposit, payment account or transferable currency, does not bear interest, may not be transferred between unrelated Company Accounts and may be used only to pay for AKI.IO Services. Credit is not accepted by third parties.

5.8. AKI.IO may grant promotional or free Credit at its discretion or under a separate offer. Promotional or free Credit is not a payment by the Customer, has no cash value and is not refundable. Any expiry date or additional condition applicable to promotional Credit will be stated when the Credit is granted. Unless otherwise stated, promotional Credit is consumed before paid Credit.

5.9. Credit never expires unless otherwise agreed. Upon termination of the Service Agreement, unused paid Credit remaining after deduction of all usage and other amounts due will be refunded to the Customer using a reasonable payment method. Promotional or free Credit is not refundable.

6. Artificial Intelligence Models

6.1 The AKI.IO Services grant the Customer access to various artificial intelligence models, which may be operated and hosted by AKI.IO or by third-party providers. AKI.IO does not guarantee that all models, including any models by third-party providers will be available during the Term of this Agreement.

6.2 Certain artificial intelligence models are operated and/or hosted by third-party providers and are made accessible to the Customer through the AKI.IO Services (“Third-Party Models”). The applicable Third-Party Models, their provider, applicable processing location, Trust Level, technical requirements, availability and any model-specific usage restrictions, including restrictions concerning permitted uses, content, data, rate limits, retention, deletion, output use or geographic availability, may be specified in the AKI.IO Services or in the Company Account portal. Such specifications form part of the contractual documentation for the use of the respective Third-Party Model.

The Customer is responsible for reviewing and complying with the applicable specifications before and during use. Where required for the use of a Third-Party Model, the Customer agrees to comply with the applicable terms of use, acceptable use policies, documentation and other conditions of the relevant third-party provider as made available or referenced in the AKI.IO Services or the Company Account portal (“Third-Party Terms”).

The Customer shall ensure that its authorized representatives and other users comply with the Third-Party Terms. AKI.IO may make acceptance of Third-Party Terms a prerequisite for access to the relevant Third-Party Model. In the event of a conflict between these Terms and Conditions of Use and Third-Party Terms, these Terms and Conditions of Use shall govern the contractual relationship between AKI.IO and the Customer, while the Third-Party Terms shall govern the Customer’s use of the relevant Third-Party Model to the extent that they contain model- or provider-specific requirements.

AKI.IO may modify, replace, suspend or discontinue a Third-Party Model or the applicable Third-Party Terms where this is required by the relevant third-party provider, applicable law, security requirements or technical or operational circumstances. AKI.IO will, where reasonably practicable, provide notice of material changes through the AKI.IO Services or the Company Account portal. The Customer may cease using the affected Third-Party Model if it does not accept the applicable changes. Third-Party Models may be subject to availability, performance, functionality and support limitations imposed by the relevant third-party provider. Unless expressly agreed otherwise, AKI.IO does not guarantee the continued availability or unchanged functionality of any particular Third-Party Model and is not responsible for acts or omissions of the relevant third-party provider outside AKI.IO’s reasonable control.

6.3 AKI.IO assigns security classifications (“Trust Levels”) to the artificial intelligence models available through the AKI.IO Services. The Customer may select a Trust Level for the entire Company Account and may additionally set Trust Levels for individual authorized representatives or API keys. The selected Trust Level determines which models may be used based on the applicable processing location and model provider. Only models that meet or exceed the selected Trust Level are available for use. Models with a lower Trust Level are not available. The Trust Levels define minimum requirements for data residency, provider jurisdiction and ownership, zero data retention, model training, data processing agreements, international transfers, and, where applicable, § 203 StGB readiness. A higher Trust Level means stricter controls. AKI.IO displays and routes requests only to models and endpoints that meet or exceed the Trust Level selected or required for the relevant use case. Customers are responsible for selecting a Trust Level that is appropriate for the nature and sensitivity of the data submitted to the relevant AI model or inference endpoint. More information about the Trust Levels are specified within the Privacy Policy.

6.4 The Customer can make entries or prompts (“Input”) in the Artificial Intelligence Models and receive outputs from the services based on the Input (“Output”). The Customer is responsible for its Input, including ensuring that it does not violate applicable law, in particular data protection regulations, or these terms and conditions. The Customer warrants and represents that it has all rights, licenses, and permissions necessary to provide the Input to the models. This applies in particular to any copyright, ancillary copyright, trademark rights, and other intellectual property rights. AKI.IO does not claim any rights to the Input. To the extent that an Output is based, in whole or in part, on third-party content, the rights to the underlying third-party content remain with the respective rights holder. Any rights to the Output are vested in the Customer.

6.5 AKI.IO points out that, due to the nature and functioning of artificial intelligence models, which are based on probabilities,

a) the Output may not be unique, and other Customers may generate similar or identical outputs;

b) the Output may not be accurate and correct and may contain incorrect information;

c) the Customer must evaluate and verify the Output for accuracy and suitability for its own intended use.

7. Customer Obligations

7.1 The Customer is obligated to always use the AKI.IO Services in accordance with applicable laws. Furthermore, the Customer agrees not to use the AKI.IO Services in any abusive manner.

7.2 The Customer is obligated to strictly comply with the AKI.IO Acceptable Use Policy.

7.3 AKI.IO is permitted to restrict or block the Customer’s access to individual or all artificial intelligence models if the Customer violates these AKI.IO Terms and Conditions of Use or the AKI.IO Acceptable Use Policy.

7.4 Third party trademarks, trade names, product names and logos (the “Trademarks”) contained in the AKI.IO Services and/or the Artificial Intelligence Models and/or used in connection with the AKI.IO Services are the trademarks or registered trademarks of their respective owners, and the use of such Trademarks shall inure to the benefit of the trademark owner. The Customer is not permitted to use the Trademarks without the express consent of the respective owners.

8. Warranty and Liability

8.1 AKI.IO constantly endeavors to ensure that the AKI.IO Services are available without interruptions and that transmissions are error-free. If internet access is required to use certain functions, the quality of the functions depends on the quality of the internet access. From time to time, the availability of the AKI.IO Services may be interrupted or limited to enable maintenance or repair work or to launch new features or services. AKI.IO will make all efforts to minimize the frequency and duration of each of these temporary service interruptions or limitations so that an average availability of 99.9% will be reached.

8.2 AKI.IO assumes no warranty or responsibility for the accuracy or usability of the Outputs (see Section 6.4).

8.3 AKI.IO is liable without limitation for damages caused intentionally or as a result of gross negligence on the part of AKI.IO, its legal representatives or vicarious agents.

8.4 In addition, AKI.IO is liable for damages caused by a slightly negligent breach of a cardinal contractual obligation. are obligations whose observance is necessary for the proper fulfillment of the contract or upon whose observance the Customer regularly relies or may rely. Cardinal obligations are also duties that result from the nature of the contract and whose violation jeopardizes achievement of the contract’s purpose. In this case, the amount of liability shall be limited to foreseeable damage typical of the contract. AKI.IO is not liable for the slightly negligent breach of obligations other than those mentioned.

8.5 The above limitations do not apply in the event of injuries to life, body or health, or to defects which are covered by a guarantee for the quality of the product, or if defects are maliciously concealed. Liability under the Product Liability Act remains unaffected thereby.

8.6 If the liability of AKI.IO is excluded or limited, it applies equally to the personal liability of its employees, legal representatives and vicarious agents.

9. Contract Term

9.1 The contract between the Customer and AKI.IO is concluded for an indefinite period and can be terminated by either party with two weeks' notice to the end of the respective calendar month.

9.2 The right to extraordinary termination remains unaffected. In particular, AKI.IO is entitled to terminate the Agreement for cause, if the Customer is more than two weeks in arrears with the payment of the monthly fee or if the Customer violates the Acceptable Use Policy (AUP) and does not cease the violation despite a warning.

9.3 Upon termination of the contract, all API keys assigned to the Company Account will lose their validity and be disabled.

10. Data Protection

10.1 AKI.IO may process certain data that meet the definition of personal data within the meaning of the General Data Protection Regulation (GDPR) in connection with the contractual services under these Terms and Conditions of Use. Details on the processing of such personal data can be found in the AKI.IO Privacy Policy.

10.2 The Customer is obliged to comply with all applicable data protection regulations. If the Input contains personal data within the meaning of the GDPR, the Customer shall ensure that the use of such data as Input is lawful. In the relationship between the Customer and AKI.IO, the Customer is the controller and AKI.IO is the processor acting on the Customer’s instructions. The details of the processing are governed by the separate Data Processing Agreement (DPA) pursuant to Section 1.2, which is entered into electronically by the Customer during creation of the Company Account and forms part of the contractual framework

11. Applicable Law/Jurisdiction

11.1 All legal relationships arising from these Terms and Conditions of Use are governed exclusively by German law; the United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded.

11.2 The exclusive place of jurisdiction for all legal disputes involving legal relationships arising under these Terms and Conditions of Use is Berlin.

11.3 The assignment of rights and obligations under this contract requires the consent of the other contracting party.