General Terms and Conditions of palma.ai Inc.

1. Application of General Terms and Conditions

1.1 In all contractual relationships, in which palma.ai Inc. ("palma.ai") provides licensing, customization, parameterization, maintenance of software and other services (each a “Product” and together the “Services”) for its clients ("Customer"), these general these terms and conditions ("T&C") apply exclusively together with the conditions of the offer provided by palma.ai to Customer with reference to these T&C ("Contract" or "Contract Documents"). These T&C as amended from time to time shall apply as a framework agreement for future contracts, without palma.ai having to reference these T&C again for each future contract. In the event of inconsistencies between these T&C and the Contract, the Contract shall take precedence over these T&C.

1.2 Conflicting provisions and provisions overlapping with the Contract Documents – in particular those in general terms and conditions of Customer – do not become part of the contract, even if those provisions are attached to an order of Customer and even if palma.ai executes such order without objecting explicitly to these general terms and conditions.

2. Scope of Contract, Conclusion of Contract, Written Form. Notices

2.1 These T&C apply also to all pre-contractual relationships between palma.ai and Customer. All items and software delivered by palma.ai to Customer before the start of the Contract, in particular but not limited to proposals, test programs are the intellectual property of palma.ai. These items and software may not be duplicated or made available to third parties. In case there is no subsequent Contract between palma.ai und Customer, the Customer shall return all items and/or software to palma.ai and/or to delete them. The Customer may not use the items and/or software once it has become clear that there will be no subsequent Contract.

2.2 palma.ai currently offers its Services via the website with the URL https://palma.ai (as amended from time to time, "Portal").

2.3 palma.ai is authorised to refuse to conclude contracts with Customers at any time, for any reason whatsoever. Before placing an order, the Customer has to register for the Services in the Portal. When registering and placing an order, the Customer is obliged to provide truthful and correct information during the registration and ordering process. A successful registration and order is only possible if the mandatory fields are completed in full. If the data provided changes after registration or the placement of an order, the Customer is obliged to inform palma.ai immediately. palma.ai is authorised to check the registered details of the Customer by taking appropriate measures and to reject an incomplete and/or incorrect order.

2.4 The Services offered in the Portal do not constitute a binding offer on behalf of palma.ai, but only enable the Customer to submit a binding offer to palma.ai. The Customer submits a legally binding contractual offer by placing the selected Product tier (Free, Individual Paid, or Team) in the Portal, proceeding through the electronic booking process, and clicking the "Confirm and Upgrade" button or similar confirmation mechanism in relation to the selected tier. For Team tier subscriptions, the Customer agrees to the terms of adding additional users as needed under the selected plan. When the legally binding contractual offer is submitted, the text of the contract is saved by palma.ai and sent to the Customer in text form together with these T&C after the order has been sent.

2.5 Before submitting the legally binding contractual offer, the Customer can recognise possible input errors by carefully reading the information displayed on the screen. An effective technical means of better recognising input errors can be the magnification function of the browser you are using, which enlarges the display on the screen. The Customer can correct their entries during the ordering process using the usual keyboard and mouse functions until they have completed the booking process by clicking on the "Order for a fee" button. However, the legally binding contract offer can only be submitted and transmitted if the Customer accepts these T&C and the data protection information by clicking on them, thereby incorporating them into the application. The contract language is English.

2.6 The Contract for the Product ordered by Customer is concluded when the Customer has completed the booking process described in Section 2.5 and has received the automatic order confirmation sent by palma.ai. palma.ai begins fulfilment of the Contract at this point in time. This is necessary so that palma.ai can plan and prepare the provision of Services.

2.7 The conclusion of the Contract, subsequent amendments and supplements as well as any notice of termination, reminder, settings of deadlines and other declarations of intent in connection with the Contract shall always be in writing. This also applies for a waiver of the written form. Instead of the written form, electronic form (Section 126a German Civil Code, BGB) or text form (Section 126b BGB) shall suffice. The parties clarify that the form requirement is satisfied by the exchange of signed pdf copies and by the usage of services like DocuSign or Adobe Sign. Verbal ancillary agreements will not be made. Section 127 par. 2 BGB shall not apply in all other respects.

2.8 The Customer explicitly agrees that palma.ai may send legal declarations by e-mail. E-mails are deemed to have been received if they are stored as retrievable in the Customer's e-mail inbox or that of the Customer's Internet provider.

2.9 Undertakings of any kind which constitute additional obligations of palma.ai other than set out in these T&C and any Contract Documents, need the explicit and written approval of palma.ai by a declaration signed by the management of palma.ai.

3. Provision of Services

3.1 The Scope of Services is defined in the Contract, the technical specification of the Services is set out in the respective specification of services in the Contract, which sets out the scope of Services and their characteristics in a comprehensive and exclusive manner. palma.ai is not obliged to provide characteristics not set out in the specification of services. Customer acknowledges and agrees that palma.ai shall always make available the latest version of the Services to Customer.

3.2 palma.ai grants Customer the right to use the Services over a browser extension. palma.ai shall provide the Services according to the technical standards applicable at the moment the Contract is executed, conditioned upon the Customer fulfilling its contribution obligations (Section 4 hereof). palma.ai will provide the access data (e.g. username, password, etc.) that are necessary to use the Services to Customer. The access data must be stored carefully and must not be made accessible to unauthorised third parties. If the Customer becomes aware that unauthorised third parties have obtained access data or reasonably suspects access by unauthorised third parties, the Customer shall inform palma.ai without undue delay in text form.

3.3 The Customer shall inform themselves about the substantial functionalities of the Services before the start of the Contract in an exhaustive manner and bears the risk that the Services satisfy their factual needs and are compatible with Customer’s software including its proprietary application and application or software of third parties (e.g. Online-Shop-Software, ERP systems, connections to affiliate networks, web browser, etc., together “Customer Software“) and its computer systems.

3.4 The employees used by palma.ai during the execution of the Contract are not integrated in the business of the Customer and the Customer may not instruct these employees. The Customer may only give instructions to the contact persons nominated by palma.ai in the Contract within the limits of the scope of the Contract.

3.5 The decision which employees palma.ai uses lies solely with palma.ai. palma.ai may replace the employees used with other employees at any time. palma.ai may use freelancers and third parties to fulfil its contractual obligations in its sole entire discretion.

3.6 palma.ai may modify the Services at any time in its sole entire discretion, in particular to bring it up to the latest technical standards, to enhance its functionality, to make it compliant with applicable laws and/or to take into account changes in the market (“Update”). palma.ai decides in its own discretion whether and how it executes Updates. The Customer will accept any Update. palma.ai does not give any guarantees and assumes no responsibility that the Updates are compatible with the Customer Software and computer systems of Customer.

3.7 palma.ai creates full backups of its data backup systems on a daily basis. Such backups will be stored for a maximum of 14 days and comprise all past data of Customer that have been captured in accordance with the latest configuration that has been captured. The backups are stored in multiple locations. The backups comprise (i) Configuration database, (ii) Statistics database, (iii) Transaction database, and (iv) Raw data. The backups relate to the entire system. Restoring individual Customer data will be evaluated on a case-by-case basis and will be invoiced at cost.

4. Contribution of Customer

4.1 During the entire term of the Contract, the Customer needs to closely and faithfully cooperate with palma.ai and shall contribute reasonably to the fulfilment of the Contract. Insofar, the Customer shall actively contribute to the provision of Services by palma.ai to the extent necessary, e.g., by providing, if necessary, employees, workspace, hardware, software, data, and telecommunication facilities, by answering questions and by controlling work results of palma.ai.

4.2 The Customer names a qualified contact person/project manager and notifies their contact details that allow contact with the contact person and their designated proxy at any time. The contact person must be able to make the necessary decisions by themselves or to procure them immediately on behalf of the Customer. The Customer shall immediately notify palma.ai of all modifications of the contact details in writing. In the event the Customer has not named a specific contact person, the owner of the Customer account shall be deemed the contact person.

4.3 Any prejudice and additional costs resulting from a breach of this Section 4 and other contribution obligations of the Customer set out in the Contract are at the expense of Customer. In particular, the Customer is not dispensed from their obligation to pay the contractual fees, if palma.ai cannot provide Services due to deficient or default contributions of Customer, their contact persons, or other employees of Customer.

5. Remuneration

5.1 The remuneration for the Services is listed in the Portal. As part of the ordering process, the Customer is shown all the costs incurred for the Services. There are no additional hidden costs for the Customer. However, the Customer is advised that the ordering process itself may incur additional costs that the Customer's Internet service provider charges for providing the Internet connection.

5.2 For all payment methods offered in the portal (currently credit card, Klarna, GooglePay, AliPay, ApplePay), payment processing is handled by the service provider Stripe Payments Europe Ltd, 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, D02 H210, Ireland ("Stripe") as the so-called payment service provider. By way of payment via a payment method offered by Stripe, palma.ai assigns its claim against the Customer to Stripe, which is why a debt-discharging payment can only be made to Stripe and Stripe's terms of use apply: https://stripe.com/de/checkout/legal. The payment methods available may be adjusted by palma.ai from time to time and will be displayed to the Customer during the purchase process.

5.3 Unless otherwise set out in the Contract, payments are due within 14 days after receipt of invoice without discount. After the due date, palma.ai may claim interest for default at the applicable statutory rate.

5.4 In case payments are not made or not made on time, palma.ai is not obliged to deliver Services and may refuse the provision of Services until full and final payment. This includes the right to suspend access to the Services by Customer until full and final payment.

6. Rights

6.1 palma.ai holds all rights and titles in and to the Services and their documentation, including but not limited to Confidential Information, concepts, specifications, integration scenarios, examples of code including all related copies and including all patents, technical property rights, trademarks, copyrights, and rights to business secrets of palma.ai.

6.2 palma.ai grants Customer, unless otherwise explicitly stated in the Contract, an ordinary, non-exclusive, non-transferable usage right in relation to the Services for the contractually agreed purpose of use of the Services and their results and for its own business purposes during the contractually agreed term. The Customer is not entitled to otherwise use the Services. The usage right is granted conditioned upon full and final payment of the contractually agreed fee. Until full payment, the use of the Services by Customer is only tolerated by palma.ai and may be revoked at any time.

6.3 In case the Customer uses the Services in a manner that is not consistent with the granted usage, palma.ai may, in its sole entire discretion, request Customer to immediately cease all inconsistent use or pay an adequate and customary fee for the inconsistent use.

6.4 The Customer may not resell, redistribute, copy, translate, decompile, disassemble, reverse-engineer, or otherwise modify or adapt the Services, including the palma.ai software, the documentation, the service description, literature, and other palma.ai-relevant materials.

6.5 palma.ai reserves the right to enter into agreements with third parties or enter into agreements about products and software, including but not limited to third parties that are competitors of Customer. palma.ai is also entitled to develop, market, and sell products and software that encompass similar functionalities than the Services, regardless of the fact whether it is standard software developed by palma.ai or customized software developed for Customer.

7. Representations and Warranties

7.1 palma.ai provides the Services in a manner that substantially meets the agreed characteristics.

7.2 In case of deficiencies, the Customer shall immediately notify palma.ai in writing by providing an exact description of the problem and all useful information to remedy the deficiency.

7.3 palma.ai does not make any guarantee whatsoever concerning (i) the complete and accurate identification of any personal data (“PII”) in the input of Customer; and (ii) compatibility of the contractual software with an interface of customer or with other Customer Software if not configured as set out in the specification of services.

7.4 In case palma.ai provides services during evaluation and remedy of deficiencies without being obliged to provide these services under these T&C, the Contract, or by law, palma.ai may invoice the respective effort to Customer. This applies in particular, if a deficiency notified by Customer (i) cannot be proven, or (ii) is a consequence from Customer having breached its contributory obligations, improperly having used the Services, or not having accepted the support offered by palma.ai.

7.5 In case of substantial deficiencies related to a successful rendering of services (works) proven by Customer, palma.ai shall provide supplementary performance through either delivery of a deficient-free work or remedy of the deficiency – the choice being at palma.ai’s sole entire discretion. The supplementary performance may also consist in palma.ai identifying reasonable possibilities to Customer how to avoid the impact of a deficiency. The Customer is not entitled to reimbursement of expenses by palma.ai or by third parties commissioned by palma.ai after the supplementary performance has been executed. In case supplementary performance ultimately fails, the Customer is entitled to reduction or rescission. The limitations set forth in Section 8 hereof apply to claims of damages or reimbursement of expenses caused by deficiencies. The Customer shall have no other rights than the ones set forth in this Section 7.5 in relation to deficiencies.

8. Liability

8.1 palma.ai is only fully liable in the event of intent and gross negligence on the part of its legal representatives and/or vicarious agents as well as in the event of the absence of characteristics for which palma.ai has assumed a guarantee. In the event of negligence, palma.ai shall only be liable if it breaches an obligation, which is essential for achieving the purpose of the Contract (cardinal obligation) - and only to the extent of the foreseeable damage typical of the Contract and limited to an amount corresponding to the overall fee of the last 12 months under the Contract. In this case, palma.ai shall also not be liable for indirect damages, consequential damages, and/or loss of profit. Any further liability is excluded. The limitations of liability in this Section 8.1 shall also apply in favour of representatives, employees, and third parties acting on behalf of palma.ai.

8.2 The limitations of liability set forth in the preceding Section 8.1 shall not apply to liability for personal injury (injury to life, body, health), fraudulently concealed deficiencies and liability based on mandatory statutory provisions, in particular under the German Product Liability Act (ProdHaftG).

8.3 All claims against palma.ai for damage or reimbursement of wasted expenses are barred after 2 years upon Customer becoming aware of the damage or should have become aware. Regardless of Customer being aware or should have become aware, damage claims are barred 3 years upon the event that has caused the damage. The aforementioned limitation shall not apply in cases where palma.ai acted with intent or gross negligence, in case of personal damage or liability arising from mandatory law, in particular from the ProdHaftG. This Section 8.3 does not apply to time limits for defects.

8.4 palma.ai’s liability for any negligent non-identification of PII in the input of the Customer by the Services is excluded. The transmission of any PII to palma.ai or any large language model provider (“LLM”) is at the sole risk of Customer. Furthermore, palma.ai is not liable for errors or faults of third parties over which palma.ai has no influence, such as, but not limited to (i) Force majeure, (ii) Malfunction of the Customer Software and/or computer systems of Customer; (iii) Interruption/non-availability of internet-connection or LLM that palma.ai is not responsible for; (iv) Reconfiguration of third-party software (e.g., LLM), (v) Acts and omissions of Customer; and/or (vi) Third party activities, including denial of service attacks.

8.5 palma.ai shall hold Customer fully indemnified against claims of third parties (including statutory legal costs) made against Customer for breach of patent, intellectual property, trademark, or other third-party rights by palma.ai if the Customer has used the Services in compliance with the Contract.

9. PR and Data Usage Rights

9.1 palma.ai is entitled to use the cooperation with the Customer as reference for its own marketing purposes, in particular in marketing materials (tombstones), press releases or on the internet (e.g., on its homepage). In this regard, palma.ai is entitled to use the company name and the brand presence of Customer (e.g., logo, trademark).

9.2 palma.ai and Customer will agree on additional publications, press releases, or other communications that go beyond Section 9.1 hereof before their release.

9.3 The parties shall comply with all applicable data protection laws. The Customer ensures that palma.ai is informed about all relevant facts that palma.ai needs to be aware of due to reasons of data protection and confidentiality.

9.4 For Contracts with a Personal Subscription Plan, Customer grants palma.ai the exclusive, worldwide, transferable, non-revocable right to use all the input and the output for/from the LLM for the purpose of training palma.ai’s Services and any results from such training for palma.ai’s business purposes. For all other Plans offered by palma.ai, subject to Customer’s consent, the Customer grants palma.ai the exclusive, worldwide, transferable, non-revocable right to use all the output from the LLM for the purpose of training palma.ai’s Services and any results from such training for palma.ai’s business purposes.

10. Term

10.1 Term, termination, and termination deadlines are set out in the Contract.

10.2 Regardless of the contractual conditions, a termination for cause is always possible. A good cause that allows termination for either party is if (i) a notice of opening of insolvency procedure has been filed against a party or insolvency proceedings have been opened or such opening having been denied for lack of assets, (ii) enforcement measures against a party having been unsuccessful or enforcement measures against a party have been imposed and have not been abrogated within 1 month (e.g., arrest abrogation); or (iii) a party is in breach of material provisions of the Contract and/or these T&C. A good cause that allows termination for palma.ai is in particular also, if (i) the Customer is in defaults of a considerable part of or all 2 consecutive monthly fee payments, or in default with an amount equivalent or bigger than 2 month’s fee payments over a longer period of time than 2 months; (ii) the Customer ceases its payments or the pecuniary circumstances of the Customer deteriorate materially after the execution of the Contract, and/or (iii) the Customer is in breach of its contributions obligations to a considerable extent which applies also for a first breach.

10.3 All termination notices need to be in writing.

10.4 Upon the effective termination of the Contract (i) each party is obliged to return or to destroy on request all Confidential Information of the other party. The complete return or destruction has to be declared in writing on request. This shall not apply if the receiving party is obligated by law to store them independently and may not delegate such obligation to third parties or in so far as the information and documents may be needed for evidence purposes due to ongoing or pending lawsuits. Confidential Information is also excluded from the aforementioned obligation to destroy if it is secured automatically by backups made by data backup systems to which there is no systematic access; (ii) the Customer has to cease immediately the use of the software, to erase the software from his computer systems and to return all access data and documents concerning the software, including all backup copies to palma.ai; (iii) all usage rights granted to Customer terminate unless otherwise agreed in the Contract, and (iv) palma.ai’s claim for remuneration only ceases if all the contractual software (including container tags) has been removed from the computer systems of Customer and its websites.

10.5 In case of termination, the Customer may not demand repayment of fees paid to palma.ai for Services already provided by palma.ai.

11. Exclusion of Liability for Hyperlinks

The Portal may contain hyperlinks to external websites. palma.ai has no influence whatsoever on the content of these external websites, does not adopt them as its own and accepts no liability for their content. As soon as palma.ai becomes aware of illegal content, palma.ai will delete the corresponding hyperlinks on the Portal.

12. Image Rights

palma.ai or its partners hold all rights of use to image material on the Portal. Use of the image material - in any form whatsoever - is not permitted unless palma.ai has given its express authorisation.

13. Online Dispute Resolution

The EU Commission offers the possibility of online dispute resolution on an online platform operated by it. This platform can be accessed via the external link https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.chooseLanguage. palma.ai's email address is info@palma.ai. palma.ai is not obliged to participate in an arbitration procedure pursuant to Section 36 (1) No. 1 Act on Alternative Dispute Resolution in Consumer Matters (VSBG) and unfortunately cannot offer to participate in such a procedure.

14. Miscellaneous

14.1 The most recent version of the T&C at the moment of execution of the Contract applies to the Contract. palma.ai reserves the right to amend these T&C at any time for future business transactions. In the event of an existing Contract, the intended change must be communicated to the Customer in writing. The changes will be deemed approved if the Customer does not raise objections in writing. palma.ai shall provide a special notice as to this consequence in the announcement of the changes. The written objection must be received by palma.ai within 4 weeks of the notification of the changes. If such objection is raised, the Contract will remain in force without the proposed changes. The right of the parties to terminate the Contract remains unaffected thereof.

14.2 Only German law applies under exclusion of its conflict of law provisions and the United Nations Convention on the International Sales of Goods from 11 April 1980, provided that in the event the Customer is a consumer whose habitual residence is outside the Federal Republic of Germany, the Customer may always invoke the mandatory laws of the country in which the Customer is domiciled.

14.3 Any disputes under the Contract and these T&C may be brought exclusively (if legally permissible) in the courts located in Hamburg, Germany and the parties hereby consent to the personal jurisdiction and venue of these courts.

14.4 Should one or several provisions of these T&C be or become fully or partly invalid, the validity of the remaining provisions of these T&C will not be affected thereby.

Date: January 2025