These Terms of Service (“Agreement”) govern your use of the services provided by AIDAR GmbH (“AIDAR,” “we,” “us”). For company information required under § 5 TMG, please refer to our Imprint. By accessing or using the services, or by placing an order with AIDAR, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and its affiliates to these terms. In that case, the terms “you” or “Customer” refer to that company and its affiliates. If you do not have such authority, or if you do not agree to this Agreement, you may not use the services.

AIDAR may update or modify this Agreement from time to time at its sole discretion. Any changes will be communicated to you either via the email address you provided during registration or via in-app notification. Your continued use of the services following such updates constitutes your acceptance of the revised Agreement. If you do not agree to the updated terms, you must stop using the services.

This Agreement applies to all users of the AIDAR platform. For details on how we collect, use, and protect personal data, please refer to our Privacy Policy.

These Terms of Service apply exclusively to businesses (Unternehmer) within the meaning of § 14 BGB. Use by consumers (Verbraucher) within the meaning of § 13 BGB is expressly excluded. By registering or using the services, you represent that you are acting in a commercial or self-employed capacity.

1. Definitions

AI means the artificial intelligence systems integrated into the AIDAR platform that generate automated recommendations, insights, and discovery results.

Aggregated Data means anonymized compilations and analyses of Customer Data combined with data from multiple other Customers.

Analytics means reports, insights, recommendations, benchmarking, or other outputs derived from Aggregated Data.

Customer means the holder of access to the AIDAR Services. The Customer is the contractual partner of AIDAR GmbH and may be a legal entity or its authorized representative.

Customer Data means any data submitted, entered, or generated by the Customer or its Users through their use of the Services, including account information, platform interactions, preferences, and usage behavior.

Data Sources means the third-party platforms, services, and public datasets from which AIDAR aggregates information to generate artist profiles and recommendations.

Documentation means user documentation that describes the operation and functionality of the Services, including embedded help files and support materials.

Order means the subscription selected by the Customer through AIDAR’s self-service checkout or via written agreement with AIDAR. Each Order defines the selected plan, number of Seats, pricing, and Subscription Term.

Platform means the AIDAR web application accessible at https://app.aidar.ai.

Seat means a single licensed user of the Services. Subscription fees are calculated on a per-Seat basis.

Services means the web-based artist scouting platform provided by AIDAR, including its AI Agents, recommendation systems, search tools, watchlists, dashboards, and team collaboration features. Unless otherwise stated, Services include platform access, support, and product updates.

Subscription Term means the period during which the Customer has the right to use the Services and/or Orders and related Documentation, including the initial term and any renewal terms.

Trial Period means the 14-day free access window granted to new Customers for the purpose of evaluating the AIDAR platform before purchasing a subscription.

Users are individuals authorized by the Customer to use the Services and provided with AIDAR-issued user IDs and credentials. Users may include, but are not limited to, the Customer’s employees, contractors, or agents.

2. Use of the Services

2.1. Orders

Customers may only use the Services upon the completion of a valid Order, either via the AIDAR platform or through written agreement. The Customer's right to use the particular Services shall be valid only for the period during which both the particular Order and the particular Subscription Term are in effect.

2.2 Use of the Services

Subject to the terms of this Agreement, AIDAR grants the Customer a limited, non-exclusive, revocable, non-transferable (except as permitted in Section 11.2 (Assignment), non-sublicensable right to access and use the Services during the applicable Subscription Term for internal business purposes.

2.3 Use of the Documentation

Subject to the terms and conditions of this Agreement, AIDAR grants the Customer a limited, non-exclusive, revocable, non-transferable (except as permitted in Section 11.2 (Assignment) non-sublicensable license during the applicable Subscription Term to reproduce and internally use a reasonable number of copies of the Documentation solely in connection with the Customer’s authorized use of the Services.

2.4 Restrictions on Use

The Customer shall not (a) copy, modify, reverse-engineer, or decompile the Services; (b) interfere with the performance or integrity of the Services; (c) use the Services in violation of applicable law; or (d) sell, resell, sublicense, or commercially redistribute any content, recommendations, rankings, analytics, or other output provided by AIDAR, unless expressly authorized in writing.

The Customer may only use the Services for internal business purposes in accordance with the scope defined in the applicable Order. Any use beyond that scope is prohibited.

The Customer shall not allow individual Users to share access credentials or use a single Seat license across multiple individuals. Each Seat is assigned to a single natural person and may not be reassigned except in the case of personnel changes. AIDAR reserves the right to monitor usage patterns and suspend or limit access in case of suspected abuse, excessive usage inconsistent with normal operations, or breach of this Agreement.

2.5 Reservation of Rights

AIDAR and its licensors retain all rights, titles, and interests in and to the Services, the underlying platform, software, models, and Documentation, including any updates, enhancements, or derivative works. No rights are granted to the Customer other than those expressly set forth in this Agreement.

2.6 Customer Data

All rights, titles, and interests in Customer Data remain with the Customer. The Customer grants AIDAR a non-exclusive, worldwide license to use, process, store, and transmit Customer Data solely as necessary to provide the Services.

Customer Data may also be used by AIDAR to train and personalize AI Agents for that specific Customer, including through methods such as ratings, behavioral interactions, or future input types. These personalized models are Customer-specific and are not used to train AIDAR’s general-purpose models or algorithms. The scope of input types may evolve over time as the Services develop.

2.7 Aggregated Data

AIDAR may generate Aggregated Data derived from Customer usage patterns, preferences, and platform interactions. Such data will be anonymized and will not contain any information that identifies the Customer or its Users.

AIDAR may use Aggregated Data for service optimization, analytics development, and benchmarking. AIDAR does not use Customer Data to train general-purpose models that benefit other customers, and no Customer-specific insights will be shared across accounts.

2.8 Feedback

The Customer may voluntarily submit feedback, ideas, or suggestions regarding the Services. The Customer grants AIDAR a royalty-free, perpetual, irrevocable right to use and incorporate such feedback into the Services without restriction or compensation.

2.9 Data Processing Agreement

To the extent AIDAR processes personal data on behalf of the Customer while providing the Services, the parties agree to be bound by a Data Processing Agreement (DPA) pursuant to Art. 28 GDPR. The DPA forms an integral part of this Agreement and is available here (https://www.aidar.ai/dpa) , or upon request. By using the Services, the Customer acknowledges and accepts the terms of the DPA.

2.10 Suspension of Service

AIDAR may suspend the Customer’s access to the Services in whole or in part, with or without notice, if (a) the Customer fails to pay any undisputed fees when due, (b) AIDAR reasonably believes the Customer is using the Services in violation of this Agreement, or (c) suspension is required to prevent material harm to the platform or other users. AIDAR will use reasonable efforts to notify the Customer in advance and restore access promptly once the issue is resolved.

2.11 Modifications to the Services

AIDAR may modify or update the Services from time to time to improve functionality, adapt to legal requirements, or reflect technological developments. AIDAR will ensure that such changes do not materially reduce the core functionality of the Services.

In the event of material changes, AIDAR will provide the Customer with prior written notice. If the Customer reasonably objects to the change, the Customer may terminate the affected portion of the Services within 30 days of such notice.

2.12 Trial Period

AIDAR may offer new Customers a free Trial Period of up to fourteen (14) days to evaluate the Services. Unless explicitly stated otherwise in writing, the Trial Period will expire automatically at the end of the 14-day period and will not convert into a paid subscription without the Customer's explicit action.

During the Trial Period, access to certain features may be limited. At the end of the Trial Period, the Customer’s access to the Services will be suspended unless a paid Order is submitted.

AIDAR may retain Trial Period data for a limited time to facilitate account reactivation, in accordance with its Data Retention Policy. Trial users may request deletion of their data at any time by contacting AIDAR.

3. Responsibilities of the Customer

3.1 Account Credentials

Unless otherwise agreed, the Customer will receive login credentials (including a user ID and password) enabling access to the AIDAR Services. The Customer is solely responsible for ensuring the confidentiality and security of these credentials and for all activities that occur under its accounts. This responsibility extends to all Users acting on behalf of the Customer. The Customer shall inform AIDAR without undue delay in the event of any suspected or actual unauthorized access or use.

Only the Customer or designated account administrators are authorized to place Orders, manage subscriptions, or accept changes to this Agreement on behalf of the Customer. The Customer is responsible for managing user permissions within the account and ensuring that only authorized individuals can take such actions.

3.2 Compliance and Use

The Customer shall be responsible for:

• (i) ensuring that all Users comply with the terms of this Agreement;
• (ii) the accuracy, completeness, and lawfulness of Customer Data and the manner in which it was collected;
• (iii) taking reasonable precautions to prevent unauthorized access to or misuse of the Services and related Documentation, and promptly notifying AIDAR of any such incident;
• (iv) using the Services strictly in accordance with the applicable Documentation and the agreed scope of use;
• (v) complying with all applicable laws and regulations in connection with its use of the Services, including but not limited to laws governing data protection, intellectual property, and the use and distribution of copyrighted material (including musical works).

In the event that any unauthorized use of the Services or Documentation occurs through the Customer's systems or by any of its Users, the Customer shall take all reasonable measures to stop such use and cooperate fully with AIDAR in addressing and mitigating the issue.

3.3 Restrictions

Except as explicitly permitted by this Agreement or applicable law, the Customer shall not, and shall not permit any third party to:

• (a) attempt to download, reproduce, display, transmit, reverse engineer, disassemble, or otherwise access or replicate any part of the Services or Documentation;
• (b) access the Services or Documentation in order to build or support a competing product or service;
• (c) license, sell, rent, lease, assign, distribute, publish, or otherwise commercially exploit the Services or Documentation, or make them available to any third party except for authorized Users;
• (d) circumvent, disable, or otherwise interfere with any security or access control features of the Services;
• (e) use the Services in a manner that infringes, misappropriates, or violates the rights of third parties, including but not limited to the rights of musical artists or content owners.

3.4 Use of AI Outputs and Recommendations

The Customer acknowledges that the Services may include AI-generated artist recommendations and other outputs derived from aggregated or third-party data. These outputs are intended solely for internal use in accordance with the scope defined in the applicable Order.

The Customer shall not:

• (a) resell, republish, or redistribute any recommendations, rankings, or other AI-generated results to third parties for commercial purposes;
• (b) use the outputs as training material for external machine learning models or systems;
• (c) systematically extract or compile data from the Services for the purpose of external distribution or monetization.

Any such use requires the express prior written consent of AIDAR.

4. Maintenance and Support Services

Provided the Customer complies with the terms of this Agreement, AIDAR will use commercially reasonable efforts to provide technical support and ongoing updates to maintain the functionality and performance of the Services.

Support is available by email during standard business hours, Monday through Friday from 09:00 a.m. to 5:00 p.m. Central European Time, excluding public holidays in Germany. AIDAR may adjust support availability at its discretion.

The Customer acknowledges that from time to time the Services may be unavailable due to scheduled maintenance, updates to underlying systems or models, or issues beyond AIDAR’s control, including interruptions to third-party data sources or hosting infrastructure. AIDAR will use reasonable efforts to notify the Customer in advance of any material planned downtime and will attempt to restore Services as soon as commercially practicable. Minor interruptions may occur without prior notice.

AIDAR shall not be liable for any indirect, incidental, or consequential damages, including loss of revenue or profit, arising from service interruptions, downtime, or maintenance periods, unless such loss is caused by willful misconduct or gross negligence on the part of AIDAR.

AIDAR reserves the right to charge separately for support requests that are unrelated to any fault in the Services, such as extensive custom assistance or configuration beyond standard onboarding and documentation. Any such charges will be communicated in advance.

5. Professional Services

AIDAR may provide professional services to the Customer in accordance with a specific Order or under a separately negotiated statement of work (each a “Work Order”), which shall form an integral part of this Agreement.

Each Order or Work Order shall define the scope, deliverables, timeline, and commercial terms applicable to the relevant project. Any such professional services shall be subject to the terms of this Agreement unless otherwise agreed in writing.

Pre-approved travel and accommodation costs reasonably incurred in connection with the performance of on-site services shall be reimbursed by the Customer in addition to the agreed service fees.

6. Payment and Fees

6.1 Fees

The Customer shall pay AIDAR the Subscription Fees and any other amounts due under this Agreement, as specified in the applicable Order. Subscription Fees are based on the selected plan and the number of Seats. All fees are charged in advance and are non-refundable unless expressly stated otherwise.

Unless stated otherwise in the Order, all fees are denominated and payable in Euros. All amounts exclude applicable taxes, which will be added as required by law.

6.2 Renewal Fees

Unless otherwise agreed, subscriptions renew automatically at the end of each Subscription Term. AIDAR will notify the Customer of any material change in pricing at least 30 days before the next renewal. Fees for any renewal period shall be based on the then-current list price for the subscribed plan and Seat quantity.

6.3 Invoices and Payment Terms

Following the conclusion of any applicable Trial Period, the Customer may place an Order to access paid Services. The Subscription Fees for such Services shall become due upon Order confirmation or, in the case of renewals, at the start of each Renewal Term.

Unless otherwise specified in the Order, all payments shall be made via credit card or another accepted payment method provided through AIDAR’s billing system. By submitting payment information, the Customer authorizes AIDAR or its designated payment processor to collect the applicable fees, including recurring charges, for the duration of the Subscription Term and any Renewal Terms.

A valid payment method is required at the time of Order. AIDAR may, at its discretion, offer alternative payment arrangements under separate agreement.

If invoicing has been agreed upon, all amounts shall be payable within 14 days from the date of invoice, unless stated otherwise. Invoices shall be deemed accepted unless disputed in writing within 30 days of issuance.

Access to the Services is contingent upon timely payment. AIDAR reserves the right to suspend or restrict access in the event of payment default, subject to reasonable prior notice.

6.4 Late Payments

If the Customer fails to pay any undisputed amount by the due date, such amount shall bear interest at the statutory rate applicable under § 288 (2) BGB, currently nine percentage points above the base interest rate. In addition, AIDAR may charge a flat compensation fee of €40 in accordance with § 288 (5) BGB.

AIDAR is entitled to recover further costs incurred as a result of the delay, including reasonable legal or collection expenses, to the extent permitted by law.

If any undisputed amount remains unpaid for more than 60 days beyond the due date, AIDAR may, upon written notice, declare all remaining amounts under active Orders for the current Subscription Term immediately due and payable.

This shall not affect AIDAR’s right to suspend or terminate access to the Services in accordance with Section 6.3 and Section 11.

6.5 Taxes

All fees and charges under this Agreement are stated exclusive of any applicable taxes, duties, or similar governmental levies (“Taxes”).

The Customer shall be responsible for all Taxes arising in connection with the use of the Services, except for taxes based on AIDAR’s net income. This includes, without limitation, value-added tax (VAT), sales tax, use tax, and similar indirect taxes.

For Customers located within the European Union, AIDAR will not charge VAT if the Customer provides a valid VAT identification number demonstrating its status as a taxable business. In such cases, the Customer shall self-assess VAT under the reverse charge mechanism pursuant to Article 196 of the EU VAT Directive. If no valid VAT ID is provided, AIDAR may charge VAT based on German tax law.

For Customers located outside the European Union, the Customer is solely responsible for determining and remitting any applicable import duties, withholding taxes, or local indirect taxes that may apply.

The Customer shall ensure that payments to AIDAR are made free and clear of any withholding taxes or deductions. If such deductions are required by law, the Customer shall pay additional amounts to ensure that AIDAR receives the full invoiced amount.

7. Term, Extension and Termination

7.1 Term of Agreement

This Agreement shall commence on the effective date of this Agreement, defined as the earlier of (i) the date the Customer agrees to this Agreement, or (ii) the date an Order is submitted by the Customer. It shall remain in force until the Subscription Term of all active Orders or Work Orders has expired, or until earlier termination in accordance with the terms of this Agreement.

7.2 Subscription Term and Renewal

Each Order shall commence on the date specified in the Order or, if no such date is provided, on the date the Order is placed by the Customer. The Subscription Term shall continue for the period specified in the Order and shall automatically renew for successive periods of equal length (“Renewal Term”), unless either party provides notice of non-renewal at any time prior to the start of the next billing cycle.

If the Customer terminates an Order after the beginning of a billing cycle, the Subscription Fees for that cycle shall remain payable in full.

The Customer may cancel the subscription at any time before the end of the current billing cycle via their account settings. Such cancellation meets the requirement of text form (Textform) under § 126b BGB.

7.3 Work Orders

If applicable, each Work Order shall be valid for the period set forth in the applicable document and shall terminate upon completion of the services or upon written termination by either party, subject to any applicable notice period.

7.4 Termination for Cause

Either party may terminate this Agreement, or any individual Order or Work Order, in the event of a material breach by the other party that remains uncured for a period of 30 days following written notice of such breach.

Termination under this Section shall take effect upon written notice after the expiration of the cure period. The terminating party may elect to terminate only the affected Order or Work Order, or the Agreement as a whole. Termination of the Agreement shall result in termination of all active Orders and Work Orders.

AIDAR may suspend access to the Services during the cure period if the Customer is in default of payment obligations, without waiving its right to terminate. Suspension shall not affect AIDAR’s right to collect all outstanding fees.

In the event of termination for cause by AIDAR, the Customer shall remain liable for all Subscription Fees and other charges due for the remainder of the Subscription Term. All other rights and remedies under applicable law remain unaffected.

7.5 Consequences of Termination

Upon termination of this Agreement, or of any Order or Work Order, for any reason:

• The Customer shall pay all fees and charges incurred under the relevant Order or Work Order up to the effective date of termination;
• All obligations and liabilities incurred prior to termination shall remain in force;
• AIDAR will retain or delete Customer Data in accordance with its Data Retention Policy and applicable data protection laws. The Customer may request deletion of its data at any time, in which case AIDAR will comply in accordance with applicable law.

Upon written request submitted by the Customer at least 14 days prior to the effective termination date, AIDAR will provide the Customer with a copy of its Customer Data in a commonly used export format. AIDAR may charge a one-time processing fee of EUR 490 for such data export.

If no request for export is received within the time period stated above, AIDAR shall not be obliged to retain or provide access to any Customer Data following the termination date.

7.6 Survival

The termination or expiration of this Agreement shall not affect any provisions which, by their nature or content, are intended to survive. Without limitation, the following sections shall remain in effect after termination:

• 2.5 (Reservation of Rights)
• 2.6 (Customer Data)
• 2.7 (Aggregated Data)
• 2.8 (Feedback)
• 3 (Customer Responsibilities)
• 6.1 (Fees), 6.3 (Invoices and Payment Terms), 6.4 (Late Payments), 6.5 (Taxes)
• 7.5 (Consequences of Termination), 7.6 (Survival)
• 8 (Confidentiality)
• 9.2 (Disclaimer)
• 11 (Limitation of Liability)
• 12 (General)

These surviving provisions shall continue to apply to the parties notwithstanding the termination of this Agreement.

8. Confidentiality

8.1 Definition

As used in this Agreement, “Confidential Information” means any non-public information disclosed or otherwise made available by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether in oral, written, visual, electronic, or any other form, that is designated as confidential or which, given the nature of the information and the circumstances of disclosure, would reasonably be understood to be confidential.

The Customer’s Confidential Information includes, without limitation, Customer Data. AIDAR’s Confidential Information includes, without limitation, the Services, the Platform, all related Documentation, AI-generated outputs and recommendation logic, and information relating to AIDAR’s financials, infrastructure, security, or system architecture.

Each party’s Confidential Information also includes the terms of this Agreement, any Orders or Work Orders, and any non-public business, marketing, or technical information such as product plans, software designs, business strategies, or pricing structures.

Confidential Information does not include information that:

• is or becomes publicly available without breach of this Agreement,
• was lawfully known to the Receiving Party prior to disclosure,
• is received from a third party without restriction or breach of obligation, or
• is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

8.2 Protection of Confidential Information

Except as expressly permitted by this Agreement or with prior written consent, the Receiving Party shall:

• (i) use Confidential Information solely for the purpose of fulfilling its obligations under this Agreement,
• (ii) exercise at least the same degree of care as it uses to protect its own confidential information of a similar nature, and in no case less than reasonable care,
• (iii) restrict access to Confidential Information to its employees, contractors, or agents who have a legitimate need to know and are bound by confidentiality obligations.

AIDAR may also disclose the Customer’s Confidential Information to its affiliated companies and their personnel, provided such disclosure is on a need-to-know basis and subject to the same level of protection.

If the Receiving Party is required by law or court order to disclose Confidential Information, it shall (to the extent permitted by law) provide prompt written notice to the Disclosing Party and cooperate, at the Disclosing Party’s request and expense, in seeking protective measures. If disclosure is required and not contested, the Disclosing Party shall reimburse the Receiving Party for reasonable costs incurred in securely producing the requested information.

9. Guarantees and Disclaimer

9.1 Warranties

Each party represents and warrants that:

• (a) it has full power and authority to enter into and perform its obligations under this Agreement, and that this Agreement constitutes a valid and binding obligation; and
• (b) no third-party authorization or approval is required for the execution or performance of this Agreement by that party.

9.2 Disclaimer

Except as expressly set forth in Section 9.1, the Services, the Platform, all Documentation, and any deliverables provided by AIDAR are offered on an “as is” and “as available” basis.

To the maximum extent permitted under applicable law, AIDAR and its affiliates make no warranties of any kind, whether express, implied, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or availability.

AIDAR does not warrant that access to the Services will be uninterrupted, error-free, or secure, or that any recommendations or results generated through the Services will be complete, accurate, or suitable for any specific business outcome.

The recommendations and outputs provided by the Services are generated by AI systems that are individually trained based on each Customer’s interaction with the platform, including behavior, preferences, and usage patterns. These outputs are intended solely as informational aids and do not constitute predictive guarantees or professional advice.

AIDAR disclaims all liability arising from the use, inability to use, or reliance on the Services or any outputs generated by the Services. The Customer remains solely responsible for any decisions or business outcomes resulting from their use of the Services.

This disclaimer does not exclude or limit liability for intent (Vorsatz), gross negligence (grobe Fahrlässigkeit), or any other liability that may not be excluded under applicable law.

10. Limitations of Liability

10.1 Exclusion of Indirect and Consequential Damages

Except in cases of willful misconduct or gross negligence, and except for liability arising from a breach of Section 8 (Confidentiality), neither party shall be liable to the other for any indirect, incidental, special, consequential, or exemplary damages. This includes, without limitation, loss of profits, business interruption, loss of data, or the cost of procuring substitute services, regardless of the cause or legal theory—whether in contract, tort, or otherwise—and even if the party was advised of the possibility of such damages.

This limitation applies in particular to damages arising from:

• (a) the use or inability to use the Services or Documentation,
• (b) system outages, interruptions, or delays,
• (c) inaccuracies in data exports, integrations, or third-party data feeds, and
• (d) unauthorized access to Customer Data resulting from external attacks or security vulnerabilities outside of AIDAR’s reasonable control.

10.2 Limitation of Total Liability

Except for liability resulting from willful misconduct, gross negligence, or a breach of Section 8 (Confidentiality), the total aggregate liability of either party under this Agreement shall not exceed the total amount of Subscription Fees paid by the Customer in the twelve (12) months prior to the event giving rise to the claim.

For any single incident, liability shall be further limited to the amount paid by the Customer during the three (3) months immediately preceding that incident.

This limitation shall not apply to the Customer’s payment obligations under Section 6 (Payment and Fees) or Section 7 (Term, Renewal and Termination).

10.3 Independent Risk Allocation

The exclusions and limitations of liability set forth in this Section reflect an agreed allocation of risk between the parties and are a material foundation of the pricing and commercial terms of this Agreement. Each clause within this Section shall be independently enforceable and shall remain valid even if another clause is deemed unenforceable. These limitations apply even if a remedy fails in its essential purpose.

11. General Provisions

11.1 Independent Contractors

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. AIDAR is not acting as an agent or representative of the Customer and has no authority to bind the Customer to any third party.

11.2 Assignment

Neither party may assign or transfer its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other party, except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. In such case, the Agreement shall remain binding upon the parties and their respective successors and permitted assigns.

11.3 Notices

All notices under this Agreement must be in writing and may be delivered by email (where expressly permitted), postal mail, courier, or other recognized delivery service. Notices to AIDAR shall be sent to the contact address or email specified on its website or otherwise communicated to the Customer.

AIDAR may also communicate important service updates, changes to the Agreement, or other material notices by posting them on its website or within the Services. In such cases, AIDAR will additionally notify the Customer by email using the address associated with their account.

11.4 Force Majeure

Neither party shall be liable for any failure or delay in performance of its obligations under this Agreement due to events beyond its reasonable control. Such events include, but are not limited to, acts of God, natural disasters, strikes, lockouts, acts of government, war, terrorism, civil unrest, pandemics, shortages, interruptions in telecommunications or internet services, or failures of hosting or cloud service providers.

If such circumstances continue for more than thirty (30) days, either party may terminate the affected Order by written notice.

11.5 Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or in connection with this Agreement, the parties agree to first attempt to resolve the matter informally through discussions between a designated senior representative of each party. If the dispute is not resolved within thirty (30) days of such notice, the parties agree to submit the dispute to binding arbitration.

The arbitration shall be conducted in accordance with German law, with the seat of arbitration in Hamburg, Germany. Within ten (10) calendar days of a written request for arbitration, the parties shall jointly appoint a neutral arbitrator with no less than five (5) years of relevant experience. If the parties fail to agree on an arbitrator within this period, either party may request the competent court to appoint an arbitrator.

The arbitrator’s decision shall be final and binding, and neither party shall have a right of appeal. Each party shall bear its own legal costs and fees, unless the arbitrator determines that costs should be reallocated in whole or in part based on the circumstances of the case.

This clause does not prevent either party from seeking interim or injunctive relief before a competent court, including but not limited to restraining orders or emergency measures to preserve rights, data, or prevent irreparable harm.

11.6 Waiver

The waiver by either party of any breach of this Agreement shall not be deemed a waiver of any other breach. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce it at a later time. No waiver shall be effective unless in writing and signed by an authorized representative of the waiving party.

11.7 Severability

If any provision of this Agreement is held to be invalid, unlawful, or otherwise unenforceable, that provision shall be deemed severed, and the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes as close as legally possible to the economic intent of the original.

11.8 Entire Agreement

This Agreement, together with any referenced exhibits, attachments, or Orders, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, representations, or agreements.

In the event of a conflict between the terms of this Agreement and those of any Order or Work Order, the terms of this Agreement shall prevail unless the Order expressly states otherwise.

AIDAR shall not be bound by any terms or conditions included in a Customer purchase order, acceptance, confirmation, or similar document that are inconsistent with or additional to the terms of this Agreement, unless AIDAR expressly accepts such terms in writing and signed by an authorized representative.

11.9 Amendments to this Agreement

AIDAR may amend or update the terms of this Agreement from time to time to reflect changes in the law, new features, or evolving business practices. Any such changes will be communicated in advance via email or in-app notification. The updated Agreement shall become effective as of the date stated in the notice, provided that it does not materially reduce the Customer’s core contractual rights.

If the Customer reasonably objects to a material change, it may terminate the affected Services by written notice within thirty (30) days of receiving the update notice. Continued use of the Services following the effective date of the update shall constitute acceptance of the amended terms.

11.10 Language

This Agreement is concluded in the English language. Any translation is provided for convenience only. In case of inconsistencies or conflicts between the English version and any translation, the English version shall prevail.

12. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its conflict of laws provisions.

To the extent any dispute is not subject to arbitration under Section 11.5, the exclusive place of jurisdiction shall be the courts of Hamburg, Germany. Each party hereby irrevocably submits to the personal jurisdiction of such courts.