This is a machine-generated translation provided for convenience only. The German version (“Allgemeine Nutzungsbedingungen”) is the legally binding and authoritative version. In case of any discrepancy or ambiguity between this English translation and the German original, the German original shall prevail.

Section 1 Scope and Definitions

(1) These General Terms of Use (hereinafter “Terms of Use”) apply to all contracts between the Provider and the Customer regarding the use of the online service for AI-assisted processing of audio data made available by the Provider at app.dear-audio.io, dear-audio.io (hereinafter the “Service”).

(2) The Service is directed at both consumers (Section 13 German Civil Code, BGB) and businesses (Section 14 BGB). Provisions applicable to only one of these groups are marked accordingly.

(3) Definitions:

• “Customer”: the natural or legal person entering into a contract for the use of the Service.
• “User”: any natural person who actually uses the Service under an existing customer account, including the Customer itself and, where applicable, employees or third parties authorized by the Customer.
• “Audio Data”: all audio, speech, or sound files uploaded or entered by the Customer or User.
• “Results”: the outputs generated by the Service through AI processing (e.g. transcriptions, processed audio files, analyses, summaries).
• “Credits”: prepaid usage units consumed when processing services are used.

(4) The Customer’s own general terms and conditions shall not apply, even if the Provider does not expressly object to their application.

Section 2 Conclusion of Contract

(1) The presentation of the Service on the Provider’s website does not constitute a legally binding offer but a non-binding invitation to place an order.

(2) The contract is concluded by the Customer registering on the platform and selecting a paid plan. By clicking the button “Zahlungspflichtig bestellen” (“Order with obligation to pay”) or an equivalent unambiguous wording, the Customer submits a binding offer to conclude a contract. Acceptance occurs through the Provider’s confirmation of receipt by email or through provision of access to the Service, whichever occurs first.

(3) The contract text is stored after conclusion of the contract and transmitted to the Customer by email in text form. The Terms of Use applicable at any given time can be accessed on the Provider’s website at any time.

(4) The contract language is German. Translations are provided for information purposes only.

Section 3 Description of Services

(1) The Provider makes available to the Customer an online service via the internet that enables audio data to be processed using artificial intelligence. The nature and scope of the available processing functions result from the current description of services on the Provider’s website and from the plan selected by the Customer.

(2) The Service is provided as Software-as-a-Service (SaaS). The Customer receives a simple, non-transferable, non-sublicensable right, limited to the term of the contract, to use the Service via the internet in accordance with its intended purpose.

(3) The Provider owes the provision of the Service in a condition suitable for contractual use. The obligation of maintenance does not include adapting the Service to changed operating conditions of the Customer (in particular changes to the Customer’s hardware or software environment), unless such adaptation is necessary to maintain the contractually agreed condition.

(4) Notes on AI-generated Results: the Results generated by the Service are produced automatically by means of artificial intelligence techniques. The Provider points out that:

(a) AI results may be faulty, incomplete, or inaccurate; (b) AI results do not constitute or replace professional advice (in particular no legal, medical, or other expert advice); (c) the Customer is itself responsible for reviewing the Results and for their use.

(5) The Provider is entitled to further develop and adapt the Service where this:

(a) is necessary to maintain operational security or to comply with legal requirements; (b) increases the value to the Customer or at least does not impair it; or (c) where, after weighing the interests of both parties, the Provider’s interest in the adaptation substantially outweighs the Customer’s interest in unchanged use.

Material changes to the scope of services will be announced to the Customer in text form at least six (6) weeks before they take effect. In the event of material restrictions to the scope of services, the Customer has a special right of termination effective as of the date the change takes effect.

Section 4 Registration and User Account

(1) Use of the Service requires registration of a customer account. The information provided upon registration must be truthful and complete. The Customer is obliged to update its information without undue delay in the event of changes.

(2) All Users must have reached the age of 18. Providing a valid email address is a permanent condition of use.

(3) The user account is personal and non-transferable. Access credentials may not be passed on to third parties and must be kept secure. The Customer must notify the Provider without undue delay if there are indications of misuse of its account.

(4) For business customers: the Customer may authorize several Users within the scope of its plan. The Customer is responsible for ensuring that all Users it authorizes comply with these Terms of Use. The Customer is liable for breaches of duty by its Users as for its own conduct.

Section 5 Customer Obligations and Permitted Use

(1) The Customer undertakes to use the Service only within the scope of these Terms of Use and applicable law.

(2) In particular, the Customer is prohibited from:

(a) uploading Audio Data whose processing violates applicable law, in particular content infringing third-party rights (copyright, personality rights, data protection rights); (b) uploading Audio Data containing unlawful, violence-glorifying, discriminatory, pornographic, or otherwise criminal content; (c) using the Service to process Audio Data for which no legal basis for processing exists (in particular conversations recorded without the required consent); (d) carrying out reverse engineering, decompilation, disassembly, or other attempts to determine the source code, the algorithms, or the underlying structure of the Service (except where mandatorily permitted under applicable law); (e) providing, selling, sublicensing, or otherwise transferring the right of use to third parties; (f) carrying out automated access to the Service beyond an API provided by the Provider; (g) using the Service in a manner that impairs the operation, security, or availability of the Service.

(3) The Customer bears sole responsibility for the lawfulness of the Audio Data it uploads and ensures that it holds all necessary rights and consents for the processing.

Section 6 Suspension

(1) The Provider is entitled to temporarily suspend the user account of a Customer or User if:

(a) there are concrete indications of a breach of Section 5 of these Terms of Use; (b) the account is being used by an unauthorized third party or there are concrete indications thereof; (c) the security, integrity, or availability of the Service is at risk.

(2) The Provider will inform the Customer without undue delay of the suspension and its reasons, unless such information would jeopardize the purpose of the suspension or conflict with a statutory obligation.

(3) The suspension will be lifted as soon as the cause has ceased to exist. The right to terminate without notice for good cause remains unaffected.

Section 7 Rights to Content

(1) Customer’s rights to Audio Data: the Customer retains all existing rights to the Audio Data it uploads. The Customer grants the Provider the right to process the Audio Data solely for the purpose of providing the services under the contract. This grant of rights ends upon termination of the contract.

(2) Rights to Results: the Results generated by the Service are available to the Customer for free use within the scope of the selected plan, subject to any third-party rights in the underlying Audio Data. The Provider acquires no rights to the Results.

(3) No use for AI training: the Provider will not use the Customer’s Audio Data and Results for the further development, training, or improvement of its own or third-party AI models, unless the Customer separately and expressly consents thereto.

(4) Provider’s rights to the Service: all rights to the Service, including the software, the user interface, the underlying algorithms and models, the documentation, and all associated intellectual property rights, belong to the Provider or its licensors.

Section 8 Remuneration and Credits

(1) Use of the Service is subject to a charge. The nature and amount of the remuneration result from the plan selected by the Customer in accordance with the Provider’s current price list. All prices are exclusive of statutory VAT where expressly stated as net prices. Gross prices including VAT are stated to consumers.

(2) Two types of Credits are available. First, every Customer receives “Plan Credits” under the plan booked in each case; second, it may be possible to purchase Credits freely outside the plan allowances (“One-Time Credits”).

(2.1) Credit system: where the selected plan provides for a credit system, the following applies in addition:

• Credits are prepaid usage units that are consumed in real time when the Service is used.
• Credit consumption per processing operation is governed by the current credit table on the Provider’s website.
• Credits are non-transferable and non-refundable.
• Unused Plan Credits expire at the end of the respective billing period, unless the selected plan provides for carry-over.
• One-Time Credits do not expire at the end of the respective billing period, but are subject to the statutory limitation period.
• Credits may be purchased additionally at any time.

(3) Price adjustments: the Provider is entitled to adjust prices (including credit prices) with six (6) weeks’ notice effective at the end of a billing period if the costs underlying the price calculation (in particular costs for computing power, storage, licenses, energy, personnel) have changed significantly. In the event of cost reductions, the Provider is obliged to reduce prices accordingly. In the event of a price increase, the Customer has a special right of termination effective as of the date the price increase takes effect. The price adjustment will be announced to the Customer in text form and takes effect only if the Customer does not terminate before it becomes effective.

(4) Payment is made by credit card / direct debit / other means of payment. Invoices are transmitted electronically and are due for payment within 14 days of the invoice date, unless otherwise stipulated in the plan.

Section 9 Data Protection

(1) The Provider processes personal data of the Customer and the Users in accordance with applicable data protection laws, in particular the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). Details can be found in the Provider’s privacy policy, available at Privacy.

(2) Provider’s own controllership (B2C and B2B own use): insofar as the Customer uses the Service to process its own Audio Data or Audio Data in respect of which it is the sole holder of the personal data concerned, the Provider processes the Audio Data as its own controller pursuant to Art. 4(7) GDPR within the scope of performance of the contract (Art. 6(1)(b) GDPR).

(3) Processing on behalf (B2B): insofar as the Customer uses the Service to process personal data of third parties and the Customer is the controller within the meaning of the GDPR in this respect, the Provider acts as a processor pursuant to Art. 28 GDPR. In this case, the parties shall conclude a separate data processing agreement (DPA) pursuant to Art. 28(3) GDPR before processing begins. The DPA is provided as an annex to these Terms of Use and is available under “AVV“.

(4) Storage and deletion: Audio Data is stored solely for the duration of the contractual processing and is subsequently deleted in accordance with the privacy policy or the DPA. The Customer may arrange for the deletion of its Audio Data and Results at any time via its user account.

(5) Note on sub-processors: the Provider may use sub-processors to provide the Service (in particular for cloud hosting and AI inference services). A current list of sub-processors is available under “Datenschutz” (Privacy).

Section 10 Availability and Maintenance

(1) The Provider aims for an availability of the Service of 97% on annual average, based on the total time of a calendar year. The following do not count as downtime:

(a) announced maintenance windows; (b) disruptions based on force majeure; (c) disruptions for which the Customer is responsible; (d) disruptions at third-party providers over which the Provider has no influence.

(2) Scheduled maintenance work that may lead to restrictions in use will, where possible, be carried out during low-usage periods and announced to the Customer in text form at least 24 hours in advance.

(3) Urgent security updates (security patches) may be carried out without prior notice.

Section 11 Warranty for Defects

(1) The warranty is governed by the provisions of tenancy law (Sections 535 et seq. BGB) insofar as the Service is provided as SaaS, and by the provisions of contracts for work (Sections 631 et seq. BGB) insofar as a specific work result is owed.

(2) Insofar as the Customer is a consumer and the Service constitutes a contract for the supply of digital products within the meaning of Sections 327 et seq. BGB, the statutory provisions of Sections 327 et seq. BGB apply in addition, in particular the update obligation under Section 327f BGB.

(3) The Customer must report defects without undue delay in text form, providing a comprehensible and detailed description, in particular stating the steps that led to the occurrence of the defect, the way it manifests itself, and its effects.

(4) The Customer’s right of self-remedy under Section 536a(2) BGB is excluded to the extent legally permissible. This exclusion does not apply vis-à-vis consumers insofar as the Provider refuses or delays remedying the defect despite being given a deadline.

(5) Vis-à-vis businesses, the Provider may demand reasonable remuneration for expenses incurred because:

(a) a report was made without a defect being present, unless the Customer could not have recognized with reasonable effort that no defect existed; (b) a reported disruption is not reproducible or otherwise cannot be established as a defect.

Section 12 Liability

(1) The Provider is liable without limitation:

(a) in cases of intent and gross negligence; (b) for damages arising from injury to life, body, or health; (c) under the provisions of the German Product Liability Act; (d) to the extent of a guarantee assumed by the Provider.

(2) In the event of a breach of material contractual obligations (cardinal obligations) through simple negligence, the Provider’s liability is limited in amount to the damage typical for this type of contract and reasonably foreseeable. Material contractual obligations are those whose fulfillment makes the proper performance of the contract possible in the first place and on whose observance the Customer may regularly rely.

(3) In all other respects, the Provider’s liability for damages caused by simple negligence is excluded.

(4) Indirect and consequential damages, in particular lost profits, are — unless covered by paragraph 1 — only recoverable insofar as such damages are typically to be expected when the Service is used as intended. Vis-à-vis consumers, this restriction applies only to the extent legally permissible.

(5) Data loss: in the event of data loss, the Provider is liable only for the typical restoration effort that would have arisen had the Customer made regular backup copies appropriate to the risk. The Customer is obliged to back up its Audio Data and Results regularly.

(6) Liability for AI Results: the Provider assumes no liability for the accuracy, completeness, or suitability of the AI-generated Results for a particular purpose. Responsibility for the use of the Results lies with the Customer.

(7) Strict liability of the Provider for defects already existing at the time the contract was concluded (Section 536a(1) first half-sentence BGB) is excluded. This exclusion does not apply vis-à-vis consumers.

(8) The above limitations of liability also apply for the benefit of the Provider’s legal representatives, vicarious agents, and employees.

(9) The Provider is not liable for interruptions or delays in performance due to force majeure or comparable unforeseeable and unavoidable events (e.g. natural disasters, pandemics, cyberattacks on infrastructure, official orders, power outages, strikes).

Section 13 Indemnification Obligations

(1) The Customer shall indemnify the Provider on first demand against all third-party claims asserted against the Provider due to unlawful use of the Service by the Customer or due to legal infringements by the Audio Data uploaded by the Customer. This also includes the reimbursement of reasonable costs of legal defense. This indemnification obligation applies on first demand vis-à-vis businesses; vis-à-vis consumers only insofar as the consumer is responsible for the infringement.

(2) The Provider shall indemnify the Customer against third-party claims based on an infringement of third-party industrial property rights by the Service itself, insofar as the Provider is responsible for such infringement.

(3) The parties shall inform each other without undue delay of any third-party claims asserted that give rise to an indemnification obligation.

Section 14 Contract Term and Termination

(1) The contract is concluded for an indefinite period unless a fixed-term plan is selected. The Customer may terminate the contract at any time with one (1) month’s notice effective at the end of a billing period.

(2) If a fixed-term plan is selected, the contract is extended by a further billing period of the same length unless one party terminates the contract with one (1) month’s notice before the end of the respective billing period.

(3) Vis-à-vis consumers, the following applies: after expiry of an initial minimum term of up to twelve (12) months, the consumer may terminate the contract at any time with one (1) month’s notice (Section 309 no. 9 BGB).

(4) The right to terminate without notice for good cause remains unaffected for both parties. Good cause exists for the Provider in particular if:

(a) the Customer is in default of payment of the remuneration in the amount of at least two monthly amounts despite a reminder and the setting of a grace period; (b) the Customer repeatedly or seriously breaches Section 5 of these Terms of Use; (c) official proceedings are initiated against the Customer for unlawful use of the Service.

(5) Termination may be effected either in text form or via the termination option provided in the app.

(6) Consequences of contract termination: after termination of the contract, the Customer’s access to the Service will be deactivated. The Audio Data and Results uploaded by the Customer will be deleted after a transitional period of thirty (30) days, unless a statutory retention obligation applies. Credits already paid for will not be refunded. The Customer is responsible for backing up its data before the end of the contract.

Section 15 Amendments to the Terms of Use

(1) The Provider may amend these Terms of Use with effect for the future if:

(a) the amendment becomes necessary due to statutory changes, court decisions, or official orders; (b) the amendment is necessary to close contractual gaps that arise subsequently; (c) the amendment does not unreasonably disadvantage the Customer.

(2) The Provider will notify the Customer of intended amendments in text form at least six (6) weeks before they take effect. The amendments are deemed approved if the Customer does not object in text form before they take effect. In the notification, the Provider will specifically inform the Customer of the right to object and of the legal consequences of remaining silent.

(3) If the Customer objects to the amendment, the contract will be continued on the previous terms. In this case, both parties have a special right of termination effective as of the planned date on which the amendments take effect.

(4) Vis-à-vis consumers, the following applies: material amendments that shift the balance of the contract to the consumer’s disadvantage require the consumer’s express consent.

Section 16 Final Provisions

(1) This contract is governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Vis-à-vis consumers with habitual residence in an EU Member State, the mandatory consumer protection provisions of the state of residence remain unaffected.

(2) Place of jurisdiction: if the Customer is a business, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is Düsseldorf. The statutory provisions apply to consumers.

(3) We are not willing to participate in dispute resolution proceedings before a consumer arbitration board.

(4) Amendments and supplements to this contract must be made in text form. This also applies to any amendment of this form requirement. There are no verbal side agreements.

(5) The rights and obligations under this contract are not transferable without the prior written consent of the other party. The Provider is entitled to transfer its rights and obligations under this contract to an affiliated company in the course of a corporate restructuring, provided this does not materially impair the Customer’s interests.

(6) Should individual provisions of these Terms of Use be or become wholly or partially invalid, this does not affect the validity of the remaining provisions. The parties undertake to replace the invalid provision with a valid provision that comes closest to the economic purpose of the invalid provision. Vis-à-vis consumers, the statutory provision replaces the invalid provision (Section 306(2) BGB).