1. Definitions

"Account" means your Acava user account authenticated via Auth0.

"Workspace" means a shared environment controlled by one or more administrators.

"Admin" means a user with administrative permissions within a Workspace.

"Connected Account" means third-party services such as Google, Microsoft, or similar services connected to Acava.

"Actions" means operations Acava performs on your behalf, including sending emails, creating or modifying calendar events, accessing files, or interacting with integrations.

"Customer Content" means all data, prompts, files, messages, calendar entries, contacts, and other content submitted to, stored in, transmitted through, or otherwise processed by Acava in connection with the Services.

"Output" means content generated or produced by Acava, including AI-generated text, summaries, drafts, classifications, or other results.

"Service Data" means operational and usage data generated by the Services, including performance metrics, diagnostics, and aggregated analytics, in each case excluding Customer Content and excluding personal data where Service Data is described as anonymized or aggregated.

"Consumer" means a consumer within the meaning of §13 BGB.

"Entrepreneur" means an entrepreneur within the meaning of §14 BGB.

"Services" means the Acava platform, websites, applications, APIs, integrations, and any related services provided by Acava.

"Documentation" means any technical documentation, product descriptions, help pages, and guidance made available by Acava in connection with the Services.

"Order" means the plan selection, subscription, purchase flow, or other ordering process through which you procure access to the Services (including trials), including the plan details shown at purchase.

"DPA" means the Data Processing Agreement referenced in these Terms.

2. Nature of the Service

Acava provides an AI-powered assistant capable of processing Customer Content and autonomously performing Actions configured by you, including background and scheduled tasks.

Acava acts solely as a technical tool and not as a legal representative, proxy, agent, or decision-maker of the user.

You remain the responsible party for decisions, instructions, configurations, recipients, and outcomes.

Acava does not provide legal, medical, tax, or financial advice and Outputs do not constitute professional advice.

You acknowledge that the Services, including AI-based features, may produce Outputs that are probabilistic in nature and may contain errors or omissions.

3. Contract Formation, Eligibility, and Consumer and Entrepreneur Status

You must be at least 18 years old and have the legal capacity to enter into these Terms.

If you use the Services on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity and that entity will be considered the contracting party.

The contract between you and Acava is concluded when you accept these Terms during registration or purchase and Acava provides access to the Services.

Where these Terms distinguish between Consumers and Entrepreneurs, the respective rules apply depending on your status.

If your status changes, you must inform Acava where legally relevant, and the applicable provisions will apply as required by law.

4. Order of Precedence and Scope of the Agreement

These Terms, together with the Privacy Policy, the DPA (where applicable), and the plan and pricing information presented in the applicable Order, govern your use of the Services.

In the event of a conflict between documents, the following order of precedence applies: (1) the Order (including plan details and limits displayed at purchase), (2) the DPA (for data processing matters, where applicable), (3) these Terms, and (4) the Privacy Policy and Documentation.

Where mandatory law grants you rights that cannot be waived, those rights prevail irrespective of the foregoing order.

5. Account Security and Authentication

Authentication is handled through Auth0.

You are responsible for safeguarding your credentials and for all activities under your Account.

You must notify Acava immediately of unauthorized access or suspected compromise.

You must ensure that Account access and Workspace permissions are configured appropriately, including for all Admins and members.

Acava may implement reasonable security measures, including session controls, rate limits, device and session management, security checks, and abuse prevention mechanisms, to protect the Services and third parties affected by Actions.

6. Workspace Responsibility

Workspace owners and Admins are responsible for

(a) configuring permissions, integrations, and retention settings,

(b) ensuring that all users have appropriate authorization to use Connected Accounts,

(c) ensuring that internal and external policies permit such use, and

(d) ensuring that Customer Content processed in a Workspace may lawfully be processed by Acava and any engaged subprocessors.

Acava is entitled to rely on Workspace and Admin configurations as authorized instructions.

Workspace owners and Admins are responsible for maintaining appropriate controls over membership, role assignments, and access to Connected Accounts.

7. Authorization and Automated Actions

By configuring Acava and connecting Connected Accounts, you explicitly authorize Acava to access those services and perform Actions on your behalf, including automatically, in the background, or at scheduled times without real-time confirmation once configured.

You acknowledge that Actions can have external effects, including sending messages, modifying calendar entries, accessing and processing files, and interacting with third-party systems.

You remain solely responsible for reviewing, supervising, confirming, and validating all configurations, Actions, recipients, permissions, legality, and appropriateness.

You are responsible for ensuring that any required internal approvals are obtained before enabling automated or scheduled Actions.

You are responsible for promptly disabling or modifying configurations if they are no longer appropriate or authorized.

8. Permissions Warranty and Compliance Warranty

You represent and warrant that you have all necessary rights, permissions, and authorizations to (a) grant Acava access to Connected Accounts, (b) instruct Acava to perform Actions, and (c) submit and permit processing of Customer Content, including Customer Content that may relate to third parties (for example, email recipients, contacts, calendar invitees, or document stakeholders).

You further represent and warrant that your use of the Services, Connected Accounts, and Actions complies with applicable law and all applicable third-party terms, including anti-spam, marketing communications, data protection, and confidentiality obligations.

9. Logging, Security Records, and Auditability

Acava may log, store, and process metadata related to Actions, authentication events, configurations, and system interactions for security, audit, fraud prevention, abuse prevention, incident response, service improvement, and dispute resolution.

Such metadata may include timestamps, identifiers, action types, error messages, integration event records, and system status information.

Acava is not obligated to provide logs to users unless required by law or agreed in writing.

Acava may retain such metadata to the extent necessary for the purposes stated above, subject to applicable law and the Privacy Policy and DPA.

10. No Monitoring Obligation

Acava is not obligated to monitor Customer Content, Outputs, user configurations, or Actions for legality, correctness, completeness, appropriateness, or compliance with internal policies.

Acava may, but is not required to, implement automated safeguards and detection mechanisms.

Acava may investigate suspected abuse or violations and may take appropriate measures under these Terms, including suspension, limitation, or termination where justified.

11. Third-Party Services and AI Providers

The Services rely on APIs, platforms, and infrastructure provided by third parties.

This may include Connected Account providers and AI service providers, including providers such as OpenAI, Google, and Anthropic.

Acava may route Customer Content to such providers to generate Outputs and to provide the Services, including for content understanding, summarization, drafting, classification, extraction, and similar processing.

Acava is not responsible for outages, API limitations, policy changes, delays, throttling, suspensions, deprecations, inaccuracies, or failures of third-party services.

Your use of third-party services remains subject to their respective terms, and you are responsible for complying with them.

If a third party restricts or terminates Acava's access, the affected functionality may become unavailable.

12. Customer Content, Output, and License Grant

You retain ownership of Customer Content. Acava does not claim ownership of Customer Content. Acava does not claim ownership of Output. To provide the Services, you grant Acava a limited, non-exclusive, worldwide license to host, store, reproduce, process, transmit, and otherwise use Customer Content solely as necessary to provide, maintain, secure, and improve the Services and to perform Actions as configured or instructed by you. This license includes the right to share Customer Content with subprocessors and third-party providers strictly as required to provide the Services, subject to the Privacy Policy and DPA.

Outputs are generated automatically by AI systems and may be inaccurate, incomplete, misleading, or not suitable for your purposes. Outputs may be similar to content generated for other users. You are solely responsible for evaluating Outputs before using or relying on them, including verifying recipients, factual accuracy, legal compliance, and appropriateness. You agree not to rely on Outputs without independent verification. You acknowledge that Actions performed based on Outputs can have external effects and you remain responsible for those effects.

Customer Content is not used to train general-purpose AI models except where you have explicitly agreed. Where Acava offers optional features that may use Customer Content for improvement or training, such use will be presented separately and requires explicit agreement.

13. Service Data and Analytics

Acava may generate and use Service Data for operating, maintaining, securing, and improving the Services, including capacity planning, product analytics, reliability measurement, abuse detection, and aggregated analytics.

Where Service Data is described as anonymized or aggregated, Acava will apply reasonable measures intended to prevent identification of individuals.

Acava may use aggregated or anonymized Service Data for business purposes, including benchmarking and product development, provided that such data does not identify you or individuals.

14. Acceptable Use and Prohibited Activities

You may not use the Services for unlawful activities, spam, phishing, harassment, deceptive practices, unauthorized surveillance, malware distribution, credential stuffing, exploitation, or to infringe intellectual property or privacy rights.

You may not attempt to reverse engineer, bypass, disable, or interfere with security features, rate limits, access controls, usage restrictions, or technical limitations.

You may not use the Services in high-risk contexts where failures could reasonably result in death, personal injury, or substantial physical or environmental damage.

You must not use the Services to send unlawful marketing communications or unsolicited messages in violation of applicable law.

You must not use the Services to violate confidentiality obligations or to process Customer Content that you are not authorized to process.

15. Export Controls, Sanctions, and Trade Compliance

You must comply with all applicable export control and sanctions laws and regulations in connection with your use of the Services, including any restrictions applicable to the transfer of Customer Content or access to the Services.

You represent and warrant that neither you nor, where applicable, the legal entity on whose behalf you use the Services is subject to sanctions or located in a jurisdiction subject to comprehensive embargoes that would prohibit access to the Services.

You must not use the Services in a manner that would cause Acava or its providers to violate applicable export control or sanctions laws. Acava may restrict or terminate access where required to comply with such laws.

16. Privacy, GDPR, and Data Processing Agreement

Personal data processing is described in our Privacy Policy and Data Processing Agreement (DPA).

Acava acts as a data processor with respect to Customer Content where applicable.

You are responsible for ensuring that you have a valid legal basis to provide personal data to Acava and to instruct Acava to process personal data, including through Connected Accounts and Actions.

Acava may engage subprocessors to provide the Services, including hosting, analytics, authentication, support tooling, and AI processing, as further described in the Privacy Policy and DPA.

Where personal data is transferred to third countries, such transfers will be conducted in accordance with applicable data protection law and appropriate safeguards as described in the Privacy Policy and DPA.

17. Confidentiality

Acava will treat Customer Content as confidential and will not disclose Customer Content to third parties except as necessary to provide the Services, comply with law, enforce these Terms, protect the Services, or as otherwise permitted under the Privacy Policy and DPA.

You must treat as confidential any non-public information about the Services that you obtain through your use of the Services, including Documentation, technical details, and security-related information, and you must not disclose such information except as permitted by law.

Confidentiality obligations do not apply to information that is (a) publicly available without breach of these Terms, (b) independently developed without use of confidential information, or (c) received lawfully from a third party without confidentiality obligation.

18. Availability, Maintenance, and Service Changes

Acava does not guarantee uninterrupted availability.

The Services may be temporarily unavailable due to maintenance, updates, security measures, capacity constraints, or third-party failures.

Acava may modify, suspend, or discontinue features, including beta features, where reasonable and taking user interests into account.

Acava may introduce or change limits, including usage limits and rate limits, to protect service integrity.

Acava is not liable for temporary unavailability to the extent caused by maintenance, security measures, or third-party service interruptions, except where liability is mandatory under applicable law.

Nothing in this section limits statutory rights that cannot be waived.

19. Security Incidents and Operational Measures

Acava implements appropriate technical and organizational measures to protect the Services and Customer Content as described in the Privacy Policy and DPA.

You acknowledge that no system can be guaranteed to be completely secure.

You are responsible for implementing appropriate security measures on your side, including protecting Account access, maintaining secure devices, and controlling Workspace membership.

Acava may implement operational measures such as key rotation, integration token refresh, access revocation workflows, and abuse prevention controls. Where Acava becomes aware of a personal data breach for which notification is required under applicable data protection law, Acava will handle notification obligations in accordance with the DPA and applicable law.

20. Fees, Billing, Trials, and Taxes

Fees, billing cycles, plan features, applicable limits, and usage entitlements are described at purchase in the applicable Order.

Unless otherwise stated, fees are payable in advance for the billing period.

You authorize Acava and its payment processors to charge your selected payment method.

If your payment method fails or payment is overdue, Acava may suspend, limit, or downgrade the Services until payment is received.

If a free trial or promotional period is offered, the applicable terms will be disclosed at sign-up.

Fees are non-refundable unless required by law.

Prices may be changed for future billing periods upon prior notice.

You are responsible for all applicable taxes, duties, and similar governmental assessments, except taxes based on Acava's net income.

21. Consumer Right of Withdrawal

If you are a Consumer within the meaning of §13 BGB, you have a statutory right of withdrawal of 14 days.

By registering and starting to use Acava immediately, you expressly request that Acava begins performance of the service before the withdrawal period ends and you acknowledge that you thereby lose your right of withdrawal once performance has begun.

Details on the withdrawal process, including the withdrawal form and instructions, are provided in the withdrawal information made available during sign-up or in the relevant purchase flow, as applicable.

For convenience, the withdrawal information and the model withdrawal form are set out in Section 33 of these Terms.

22. Disclaimer of Warranties

To the maximum extent permitted by law, the Services are provided "as is" and "as available". Acava makes no warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and that the Services will be uninterrupted, error-free, or secure.

Nothing in these Terms excludes warranties that cannot be excluded under applicable law.

23. Limitation of Liability

(a) For Consumers, Acava's liability is governed by statutory provisions.

(b) For Entrepreneurs, Acava is liable without limitation for damages caused by intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit), as well as for damages resulting from injury to life, body, or health.

(c) For Entrepreneurs, in cases of simple negligence (einfache Fahrlässigkeit), Acava is liable only for breach of an essential contractual obligation (wesentliche Vertragspflicht), that is an obligation whose performance is essential to proper performance of the contract and on whose compliance the user regularly relies and may rely. In such cases, liability is limited to typical, foreseeable damages.

(d) For Entrepreneurs, in all cases not covered by (b) and (c), Acava's liability is excluded. In any event, where liability is permitted for Entrepreneurs, Acava's aggregate liability is limited to the fees paid by you for the Services in the preceding 12 months prior to the event giving rise to the claim.

(e) Acava is not liable for damages, losses, or claims resulting from Actions performed based on user configurations, permissions, Connected Account access scopes, or instructions, including automated or scheduled Actions, and including cases where recipients, content, or permissions are incorrect or inappropriate. This applies in particular where the user failed to appropriately supervise configurations, failed to obtain internal approvals, or enabled automation in circumstances where manual review would have been required by the user's policies or applicable law.

(f) The above limitations apply to Acava, its legal representatives, employees, and vicarious agents.

(g) Mandatory liability under the German Product Liability Act (Produkthaftungsgesetz) remains unaffected. Any liability that cannot be limited by law remains unaffected.

24. Indemnification

To the extent permitted by law, you agree to indemnify and hold Acava harmless from and against claims, demands, suits, proceedings, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to (a) your use of the Services, (b) your Customer Content, (c) Actions performed via your configuration or instructions, (d) your violation of these Terms or applicable law, or (e) unauthorized use of Connected Accounts caused by your breach of these Terms, except to the extent caused by Acava's intent or gross negligence.

25. Intellectual Property, License Restrictions, and Reservation of Rights

All rights, title, and interest in and to the Services, including software, interfaces, designs, templates, workflows, and Documentation, remain with Acava and its licensors.

Except as expressly stated, no rights are granted to you.

Subject to these Terms and the applicable Order, Acava grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal business purposes or personal purposes (as applicable) during the term of your subscription.

You must not copy, modify, create derivative works of, decompile, reverse engineer, or attempt to discover source code or underlying models except to the extent permitted by mandatory law.

You must not access the Services in order to build a competing product or service.

All rights not expressly granted are reserved by Acava.

26. Infringement Allegations and Content Restrictions

You must not submit Customer Content that infringes third-party rights, including intellectual property, confidentiality, or privacy rights.

Acava may restrict, remove, or disable access to Customer Content or Outputs where reasonably necessary to comply with law, to enforce these Terms, to respond to credible infringement allegations, or to protect the Services and third parties.

Acava may, but is not obligated to, notify you of such measures where reasonable and legally permitted. Nothing in these Terms obligates Acava to adjudicate disputes between you and third parties.

27. Suspension and Termination

Acava may suspend access immediately, in whole or in part, if (a) misuse, legal violations, or security risks are detected or reasonably suspected, (b) required payments are overdue, (c) continued provision would violate law or third-party terms, (d) the integrity or security of the Services or third-party systems is at risk, or (e) Acava is required to do so by a governmental authority or to comply with applicable law.

Where reasonable, Acava will provide notice and an opportunity to remediate before suspension, but may suspend immediately where necessary.

You may terminate your Account at any time in accordance with the account settings or by contacting support as provided by Acava.

Termination does not relieve you of payment obligations incurred prior to termination.

28. Data Export, Retention, and Deletion

After termination, Customer Content will be deleted after a reasonable export period unless legal retention obligations apply or unless you request earlier deletion where permitted.

The export period may depend on technical constraints and the scope of Customer Content.

Acava may retain security logs and metadata to the extent necessary for security, audit, dispute resolution, and compliance obligations, subject to applicable law and the Privacy Policy and DPA.

Deletion does not apply to data that must be retained to comply with legal obligations or to establish, exercise, or defend legal claims, to the extent permitted by law.

29. Assignment and Transfer

You may not assign or transfer these Terms or your rights or obligations without Acava's prior written consent. Acava may assign or transfer these Terms, including in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all assets, and may delegate performance to affiliates or subcontractors, including subprocessors under the DPA.

30. Force Majeure

Acava is not liable for delays or failures caused by events beyond reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, network or power failures, and failures of third-party providers or infrastructure.

Acava will use reasonable efforts to mitigate the effects of such events.

31. Changes to These Terms

Acava may update these Terms for valid reasons, including changes in law, changes in the Services, security considerations, or changes in third-party requirements.

Users will be informed of material changes in advance in a reasonable manner, for example by in-product notice or email.

If you object to a change, you may terminate your Account before the change becomes effective.

Continued use of the Services after the effective date of the updated Terms constitutes acceptance of the updated Terms, to the extent permitted by law.

32. Notices, Communication, and Language

Acava may send service-related notices and communications electronically, including via email, in-product notifications, or the Services interface.

You are responsible for keeping your contact information current.

Legal notices to Acava must be sent to the contact details provided in the legal notice or imprint associated with the Services.

If Acava provides these Terms in multiple languages, the English version controls unless mandatory law requires otherwise or Acava explicitly designates a different controlling language for a specific jurisdiction.

33. Consumer Dispute Resolution, Online Dispute Resolution, and Withdrawal Information

33.1 Consumer Dispute Resolution (VSBG)

If you are a Consumer, you may be entitled to access consumer dispute resolution bodies under applicable law. Acava is not obliged and does not commit to participate in dispute resolution proceedings before a consumer arbitration board (Verbraucherschlichtungsstelle) within the meaning of the German Consumer Dispute Resolution Act (Verbraucherstreitbeilegungsgesetz, VSBG), unless Acava expressly agrees to participate in writing in a specific case.

33.2 Online Dispute Resolution (ODR)

The European Commission provides a platform for online dispute resolution (ODR) for consumers.

Information about the ODR platform may be made available through official EU channels. Acava's contact details for consumer communications are provided in the imprint or legal notice associated with the Services. This section does not create an obligation for Acava to participate in any dispute resolution procedure unless explicitly agreed as stated above.

33.3 Withdrawal Information (Widerrufsbelehrung)

If you are a Consumer, you have the right to withdraw from this contract within 14 days without giving any reason.

The withdrawal period is 14 days from the day of contract conclusion.

To exercise the right of withdrawal, you must inform Acava GmbH of your decision to withdraw from this contract by an unequivocal statement (for example, a letter sent by post or email).

You may use the model withdrawal form below, but it is not mandatory.

To meet the withdrawal deadline, it is sufficient that you send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

33.4 Consequences of Withdrawal

If you withdraw from this contract, Acava will reimburse to you all payments received from you, including delivery costs (if any), without undue delay and in any event not later than 14 days from the day on which Acava is informed about your decision to withdraw from this contract.

Acava will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise.

In any event, you will not incur any fees as a result of such reimbursement, except where applicable law allows a proportionate amount for services already provided and you have expressly requested performance to begin during the withdrawal period.

33.5 Early Commencement of Services and Expiry of the Right of Withdrawal

If you expressly request that Acava begins performance of the Services during the withdrawal period, you acknowledge that you lose your right of withdrawal once performance has begun, to the extent permitted by applicable law for digital services.

Where applicable law requires additional confirmation steps for the expiry of the right of withdrawal, such steps will be presented to you during the sign-up or purchase flow.

33.6 Model Withdrawal Form

(If you wish to withdraw from the contract, please fill out this form and send it back.)

To: Acava GmbH, [ADDRESS], Email: [EMAIL] I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract of sale of the following services (*) Ordered on (*) / received on (*) Name of consumer(s) Address of consumer(s) Signature of consumer(s) (only if this form is notified on paper) Date (*) Delete as appropriate.

34. Governing Law and Jurisdiction

These Terms are governed by the laws of the Federal Republic of Germany, excluding its conflict of laws rules.

Mandatory consumer protection laws remain unaffected.

If you are a Consumer, statutory rules on jurisdiction apply.

If you are an Entrepreneur, the exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms is the registered seat of Acava, unless mandatory law provides otherwise.

35. Severability, Entire Agreement, and Survival

If any provision of these Terms is invalid or unenforceable, the remaining provisions remain effective.

The invalid or unenforceable provision will be replaced by a valid provision that most closely reflects the intended economic purpose.

These Terms, together with any referenced policies (including the Privacy Policy and DPA) and any Order or plan information presented at purchase, constitute the entire agreement between you and Acava regarding the Services and supersede all prior agreements or understandings relating to the Services.

Provisions that by their nature should survive termination survive termination, including provisions regarding authorization scope, logging and security records, intellectual property, fees owed, indemnification, limitation of liability, confidentiality, data protection obligations, and dispute resolution.