Terms of Use

Last Update: 12th August 2025

Definitions

1.1 “GTC” has the meaning set out in Section 2.1.

1.2 “Modifications” has the meaning set out in Section 4.4.

1.3 “Analytics” has the meaning set out in Section 6.4.

1.4 “Application” has the meaning set out in Section 2.1.

1.5 “Contract Form” has the meaning set out in Section 3.3.

1.6 “Documentation” means the then-current documentation provided by Patterno AI, Inc. (“Patterno”), in writing or electronically, including any Statement of Work, regarding the features, functions, and use of the Application and/or the Hosted Environment.

1.7 “Receiving Party” has the meaning set out in Section 12.1.2.

1.8 “New Rights” has the meaning set out in Section 6.1.

1.9 “Action” means both an act and an omission.

1.10 “Force Majeure” has the meaning set out in Section 11.3.

1.11 “Customers” has the meaning set out in Section 3.1.

1.12 “Disclosing Party” has the meaning set out in Section 12.1.2.

1.13 “Parties” means the Customer and Patterno.

1.14 “Representative” has the meaning set out in Section 12.1.5.

1.15 “SaaS” means Software as a Service.

1.16 “Services” has the meaning set out in Section 3.3.

1.17 “Contract” has the meaning set out in Section 2.3.

1.18 “Confidential Information” has the meaning set out in Section 12.1.2.

1.19 “Pre-Existing Components” has the meaning set out in Section 6.1.2.

1.20 “Erfüllungsgehilfen” has the meaning set out in Section 11.1.

1.21 “BGB” has the meaning set out in Section 10.1.

1.22 “DPA” has the meaning set out in Section 12.2.

Scope; order of precedence of contractual documents

2.1 These General Terms and Conditions (“GTC”) apply to the SaaS Services provided by Patterno AI, Inc., (“Patterno”) and to any further Services agreed between Patterno and the Customer. SaaS Services include software solution(s) offered via the Internet (the “Application”).

2.2 The Customer’s general terms and conditions shall not apply in connection with the provision of Services by Patterno, even if Patterno does not expressly object to them. In particular, general terms and conditions shall not become part of the Contract even if Patterno begins to provide the service without objecting to any general terms and conditions referred to by the Customer.

2.3 The following order of precedence of the individual contractual documents (collectively, the “Contract”) shall apply: (i) the Contract Form; (ii) the service schedule; (iii) the data processing agreement regarding processing of personal data (if agreed); (iv) these GTC. In the event of any contradictions or inconsistencies, the documents listed first take precedence over those listed later. If documents are listed at the same level, the more recent document takes precedence over the older document.

Service description; commissioning

3.1 Patterno offers applications that enable companies and corporate groups (“Customers”) to collect personal data and personally identifiable information, to manage such data, to implement data protection requirements, and to automate relevant processes with the aim of increasing legal compliance and security in the handling of such data.

3.2 Additional Services besides the provision of the Application as a SaaS service shall be provided by Patterno only insofar as they are expressly agreed. Such additional Services shall be provided as services (Dienstleistungen), not work services (Werkleistungen), unless expressly agreed otherwise.

3.3 The characteristics and functionality of the Services to be provided by Patterno are specified in Patterno’s contract form (the “Contract Form”) and the documents referred to in the Contract Form, including the service schedule and these GTC. “Services” means all consulting, configuration, implementation, deployment, operation, hosting, and support services provided by Patterno in relation to the agreed Application. Patterno shall not be obliged to provide any Services or performance features not stipulated in the Contract.

3.4 The order for the provision of the Application and other Services is made via the Contract Form.

Provision, operation, and support of the Application

4.1 The provision of the Application shall be deemed to have taken place as soon as Patterno provides the Customer with web-based access to the Application.

4.2 The support times, the average availability of the Application, and other service levels are stipulated in the agreed service schedule. If the Customer opts for an application managed by the Customer (on-premises), the functionality and scope are based solely on the development status at the time of delivery.

4.3 System notifications and information from Patterno relating to the operation, hosting, or support of the Application may be made available within the Application as well as transmitted to the Customer in electronic form.

4.4 Patterno may at any time further develop, restrict, or reduce the functionalities of the Application (“Modifications”). Patterno shall inform the Customer about Modifications within a reasonable period of time. Modifications shall be communicated to the Customer either by e-mail, within the Application, or by another communication method chosen by Patterno. If, as a result of a Modification, the Application cannot be used by the Customer for the contractually agreed or assumed purposes, or can only be used with severe restrictions, the Customer shall have a special right of termination. A restriction is deemed severe if the Application is no longer suitable for the purposes of the Customer which were recognizable for Patterno and formed the basis of the Contract. The Customer shall exercise the special right of termination within one (1) month after becoming aware of the planned Modification by written declaration to Patterno. In this case, the contractual relationship shall end on the day on which the Modification comes into effect, at the earliest, however, upon receipt of the notice of termination by Patterno. The special termination shall not become effective if Patterno refrains from implementing the Modification.

Place and time of performance

5.1 The place of performance for the provision of the Application shall be the location of the servers operating the Application. In all other respects, Patterno shall provide the contractual Services at the registered office of Patterno or its subsidiaries.

5.2 Dates for implementation or completion are only binding for Patterno if expressly designated as binding in writing. Otherwise, dates serve as planning parameters.

Intellectual property; rights of use

6.1 Material property

6.1.1 Patterno shall remain the owner of all intellectual property rights in the Application and the results of other Services. All intellectual property rights associated with, embodied in, or resulting from the Application (“New Rights”) shall belong exclusively to Patterno. This also applies if New Rights are based on suggestions, specifications, feedback, requirements, ideas, contributions, comments, or other input of the Customer, users, or third parties. New Rights do not include Customer data processed via the Application. Unless otherwise agreed, as between Patterno and the Customer, the Customer shall exclusively be entitled to all rights in and to Customer data.

6.1.2 Under no circumstances shall the Customer be granted exclusive rights of use to pre-existing components. “Pre-Existing Components” means, in addition to the Application, all components of software developments or other work results developed by Patterno or a third party prior to and/or independently of the Contract. Patterno or the third party shall remain the sole owner of the Pre-Existing Components.

6.2 License for the Application

6.2.1 Patterno grants the Customer the non-exclusive right to use the Application and related developments of Patterno for its own business purposes for the duration of the Contract. Further specifications result from the Contract Form and service schedule. The Customer shall comply with the agreed scope of the license, which may stipulate limitations regarding authorized users and/or areas of use. The right of use arises upon payment of the first fee due.

6.2.2 If the agreed scope of the license is exceeded, Patterno may demand additional remuneration in accordance with the Contract Form. If no remuneration has been agreed for such cases, Patterno may demand additional remuneration based on the agreed license fee proportionate to the agreed scope of the license. Any further claims for damages remain unaffected.

6.2.3 The Customer shall not copy, translate, disassemble, decompile, reverse engineer, or otherwise modify any Application, in whole or in part, or create derivative works therefrom; provided that the Documentation may be copied for internal use to the extent necessary. The Customer shall not use an Application in a way that violates applicable law (in particular, the transmission of unlawful content or content infringing third-party IP) or jeopardizes/circumvents the operation or security of the Application. The Customer is liable for the actions of users to whom it has provided access as for its own actions.

6.3 Results of other Services

6.3.1 With regard to other results of Patterno Services, the Customer shall be granted a non-exclusive and permanent right to use these results for the Customer’s own business purposes.

6.4 Analytics data

6.4.1 Subject to this Section, Patterno may create anonymized analytics with aggregated data for which (in part) Customer data and information resulting from the Customer’s use of the Application are used (“Analytics”). Data is anonymized and aggregated for Analytics so that it is impossible to draw conclusions about individual companies or natural persons. Analytics data may be used for product enhancements, resource and support enhancements, product performance improvements, security and data integrity reviews, new product creation, marketing purposes, and benchmarking. Analytics and anonymization are carried out in accordance with the GDPR.

Remuneration and billing modalities

7.1 License fees

7.1.1 Ongoing fees are billed in advance by calendar month, unless otherwise agreed. If a service begins or ends within a billing period, that period will be billed pro rata.

7.1.2 Services remunerated on a time-and-materials basis shall be invoiced in arrears by calendar month, unless otherwise agreed.

7.1.3 Patterno may adjust current fees and other rates with two (2) months’ prior written notice effective from January 1 of a calendar year to compensate for cost increases and functional expansions. In case of doubt, an adjustment is reasonable if the current rates are not increased by more than 5%. If an adjustment is not reasonable, the Customer has a right of objection. If the Customer does not object in writing within four (4) weeks after receipt of the notice, the new rates are deemed agreed. If the Customer objects in time, Patterno may terminate the Contract within four (4) weeks after receipt of the objection.

7.2 Remuneration for other Services

7.2.1 If additional Services are commissioned, invoicing shall generally take place after the Services have been rendered, unless the Parties agree otherwise. Time-and-materials Services shall be billed monthly in arrears.

7.3 Billing modalities

7.3.1 All prices are net of value added tax (VAT). If VAT is payable, the statutory VAT applicable at the time of delivery is added.

7.3.2 All remunerations are due within seven (7) days after invoicing. After expiry, the Customer is in default. Patterno may charge default interest from the date of default at the applicable rate.

7.3.3 Patterno may issue invoices by mail or electronically (e.g., PDF via e-mail). The Customer agrees to electronic billing.

7.3.4 The Customer may only offset uncontested or legally established claims and may only assert a right of retention based on such claims.

Cooperation obligations of the Customer

8.1 General cooperation obligations are listed below; further obligations may result from the Contract Form and individual agreements.

8.2 The Customer shall cooperate as necessary and free of charge, including providing all information, data, content, and documents required to perform the Services.

8.3 The Customer shall inform itself about key features of the Application and its technical requirements (hardware, OS, supported browser versions, interfaces) and ensure its IT meets them. Patterno assumes no responsibility for display/function if an unsupported or outdated browser is used.

8.4 The Customer is solely responsible for its IT infrastructure, including installation and operation.

8.5 The Customer bears the risk that the Application and associated Services meet its requirements and can be used for its purposes. The Customer shall verify that Patterno’s application of applicable regulations corresponds to the Customer’s interpretations.

8.6 If the Customer uses software not provided by Patterno, it shall ensure it holds the necessary rights of use.

8.7 The Customer shall keep access data confidential and is responsible for actions under its users’ accounts.

8.8 The Customer shall take reasonable precautions in case the Application does not function properly, including regular data-backup checks. The Customer is solely responsible for regular and complete backups of business-relevant data and documents.

8.9 The Customer is responsible for ensuring that information/documents posted in the Application are correct and malware-free; it is liable for damage caused by incorrect information/documents and for compliance with law when uploading.

8.10 The Customer must ensure uploaded files meet supported format/name/size requirements. Patterno is not responsible for successful uploads.

8.11 Content must not be harassing, insulting, defamatory, unlawful, discriminatory, racist, glorifying violence, or youth-endangering; nor infringe third-party rights. Patterno may terminate for cause or block user accounts for violations.

8.12 If the Customer fails (or fails properly) to cooperate, Patterno’s obligation to provide Services shall lapse to the respective extent and period. Patterno may demand compensation for additional expenses caused by missing or delayed cooperation.

Assertion of industrial property rights by third parties

9.1 If a third party claims that use of the Application infringes third-party rights, the Customer shall immediately inform Patterno in writing and in detail. If the Customer discontinues use to mitigate damages or for other reasons, the Customer shall inform the third party that the discontinuation does not constitute acknowledgment of the alleged infringement.

9.2 The Parties will assist each other to defend their rights against the third party and to defend against the alleged infringement or to enter into a commercially reasonable settlement.

Warranty

10.1 Unless otherwise expressly agreed in writing, the provision of Services (in particular development, customizing and implementation, consulting, training, and data export) is governed by the law relating to contracts for services pursuant to Sections 611 et seq. of the German Civil Code (“BGB”). If a service is not provided in accordance with the Contract and Patterno is responsible, Patterno shall provide the service in conformity with the Contract within a reasonable period at no additional cost, subject to a written complaint by the Customer.

10.2 Information about the Services does not constitute a guarantee of quality unless expressly agreed in writing. No quality may be derived from advertising or public statements unless their specific content is expressly confirmed in writing.

10.3 The following warranty provisions apply to provision of the Application, deviating from Section 10.1:

10.3.1 Malfunctions shall be notified in writing with a comprehensible description, supported by records or other illustrative documents, to allow reproduction. Statutory duties to inspect/notify defects remain unaffected.

10.3.2 No warranty for correct display/function if the Customer uses an unsupported or outdated browser.

10.3.3 A material defect exists only if the Application deviates in essential parts from its documentation or agreed nature.

10.3.4 Patterno may remedy defects by providing a new version or update within its version/update/upgrade planning, or by showing reasonable workarounds.

10.3.5 For defects of title, Patterno may (i) procure the right to use as agreed or (ii) modify the Service so the allegation is invalidated without unreasonable impairment of contractual use.

10.3.6 No right to self-help remedies, in particular under Section 536a(2) BGB.

10.3.7 Warranty is excluded if malfunctions are due to (a) improper use (e.g., contrary to Documentation) by the Customer/users; or (b) missing/late cooperation.

10.3.8 If Patterno provides troubleshooting without obligation (e.g., defect not reproducible; warranty excluded; or no defect), Patterno may charge reasonable expenses.

10.4 Warranty claims become time-barred within one (1) year from delivery of the defective performance, except where caused intentionally or by gross negligence, for injury to life/limb/health caused by slight negligence, or where a guarantee for quality has been assumed—in which cases statutory limitation applies.

10.5 Liability for damages and wasted expenditures is governed exclusively by Section 11.

Liability

11.1 Customer’s liability

11.1.1 The Customer is liable for intent and negligence. The Customer is liable for the conduct of its employees (persons employed in performing a contractual obligation for whom the employer is vicariously liable), corporate agents, users, and representatives as for its own conduct.

11.2 Liability of Patterno

11.2.1 Patterno is liable without limitation for intent and gross negligence. Otherwise, Sections 11.2.2 to 11.2.7 apply.

11.2.2 Patterno is liable for negligent breach of obligations essential to proper performance of the Contract, the breach of which endangers the purpose of the Contract and on whose observance the Customer may regularly rely; in such cases, liability is limited to foreseeable, contract-typical damage. Patterno is not liable for other negligent breaches.

11.2.3 Liability for damages and reimbursement of wasted expenditures is limited per breach to the contract value of one contract year or EUR 25,000.00, whichever is lower. If the term is less than one year, liability is limited to the remuneration paid (unless higher than EUR 25,000.00). For multiple breaches in one contract year, liability is limited to twice the contract value of one contract year or EUR 50,000.00, whichever is lower (or twice the remuneration paid if the term is under one year).

11.2.4 Loss of profit is excluded. In case of data loss, Patterno shall reimburse recovery costs only up to the amount that would have been incurred with proper and regular backups.

11.2.5 Strict liability for defects existing at conclusion pursuant to Section 536a(1) BGB is excluded.

11.2.6 Where liability is excluded/limited hereunder, it also applies to personal liability of employees, Erfüllungsgehilfen, corporate agents, and subcontractors of Patterno.

11.2.7 Exclusions do not apply to injury to life, body, or health, or where Patterno has assumed a guarantee. Liability under the Product Liability Act remains unaffected.

11.3 Force Majeure

11.3.1 Neither Party is liable for failure or delay due to Force Majeure, meaning circumstances beyond reasonable control (e.g., war, terrorism, natural disasters, pandemics including COVID-19 and variants, accidents, industrial action, acts of third parties, governmental/court measures) to the extent not caused by the affected Party. Circumstances existing at signing due to COVID-19 are not Force Majeure under this Section. In case of intensification of measures after conclusion, the Parties shall minimize impairments; release from performance applies only to the extent performance is objectively impaired or impossible.

11.4 Limitation

11.4.1 For liability due to intent, gross negligence, personal injury, or under the Product Liability Act, statutory limitation applies. Otherwise, claims for damages or reimbursement of futile expenses (contractual and non-contractual) are subject to a limitation period of one (1) year, commencing when the claimant knew or should have known of the breach (negligent lack of knowledge), and in any case no later than five (5) years after the claim arose.

Confidentiality and data protection

12.1 Protection of Confidential Information

12.1.1 The Receiving Party may use Confidential Information of the Disclosing Party only to perform contractual obligations or, to the extent necessary, to utilize contractual Services.

12.1.2 “Confidential Information” means information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) or otherwise becoming known in the course of the project, whether written, oral, or by inspection, before or after signing, and whether or not subject to IP rights, including: (i) prices/terms, marketing strategies, financials/projections, sales estimates, business plans; (ii) product or Service plans; (iii) inventions, designs, processes, formulas, technologies; (iv) work-in-process, source code; (v) other information designated as confidential or obviously confidential.

12.1.3 Confidential Information does not include information the Receiving Party proves: (i) was publicly known and generally available prior to disclosure; (ii) becomes publicly known and available after disclosure without action/inaction of the Receiving Party; (iii) was already in its possession at disclosure; (iv) was obtained from a third party without breach; or (v) was independently developed without reference to the Disclosing Party’s Confidential Information.

12.1.4 If disclosure is required by authority, court order, or law, the Receiving Party shall disclose only what is necessary and promptly notify the Disclosing Party to the extent permitted by law; the Parties shall assist to avoid disclosure where legally possible.

12.1.5 The Receiving Party shall treat all Confidential Information as strictly confidential with at least the same care it uses for its own confidential information and shall not disclose it to third parties (except as permitted here). Each Party is responsible for breaches by its managing directors, executive staff, employees, agents, or representatives (“Representatives”), whether or not such Representatives were authorized recipients.

12.2 Data protection

The Parties undertake to comply with the DPA provided under **https://www.patterno.ai/legal/data-security** and with applicable data protection laws.

12.3 Designation as cooperation partner

The Parties may name the other Party in press, brochures, financial reports, on websites, and in information materials and indicate that a contractual relationship exists or existed. Either Party may revoke this authorization at any time by written notice.

Term and termination; consequences of termination

13.1 The Contract shall run for the period indicated in the Contract Form.

13.2 The notice periods stipulated in the Contract Form apply. Extraordinary termination for good cause remains unaffected.

13.3 Notices of termination may be declared in writing or via e-mail.

13.4 Upon any termination of the Contract, the Customer shall immediately stop using and accessing the Application.

13.5 Until the end of the Contract, the Customer shall be given the opportunity to export Customer data stored in the Application in a standard format. After the end, Patterno shall delete remaining Customer data unless retention is required by law or for evidentiary purposes.

13.6 Provisions intended by their nature to survive termination shall continue to apply (including confidentiality and data protection, liability, remuneration and invoicing until full settlement, and Final Provisions).

Final provisions

14.1 Amendments to the GTC. Amendments shall be offered to the Customer at least two (2) months before their proposed effective date in text form. Consent is deemed granted if the Customer has not notified refusal in writing before the proposed effective date; Patterno shall reference this approval effect in the notice. Changes to remuneration or other economic terms from the Contract Form cannot be obtained via a GTC amendment.

14.2 Written form. With the exception of individual agreements, all declarations of intent relevant to the Contract and declarations for the exercise of rights to establish, alter, or terminate a legal relationship, as well as demands for payment and setting of deadlines, must be in writing unless otherwise provided. The written form also applies to amendments/cancellation of this clause and may be met by exchange of letters or electronically transmitted signatures (fax, scanned signatures via e-mail).

14.3 Assignment. Without Patterno’s consent, the Customer may neither assign nor transfer the Contract nor individual rights/obligations to third parties (sentence 1 does not apply to monetary claims). Patterno may assign the Contract to an affiliate pursuant to Section 15 et seq. German Stock Corporation Act (“AktG”) or in a business sale transferring material economic assets to a purchaser.

14.4 Severability. If any provision is or becomes invalid or gaps exist, the validity of the remaining provisions is not affected.

14.5 Choice of law; venue. This Contract is governed by German law, excluding the UN CISG and conflict-of-laws rules. The courts of Berlin shall have exclusive jurisdiction.