1.1. These General Terms and Conditions ("Terms" or "Agreement") govern the contractual relationship between HUEE ("Provider", "we", "us", or "our") and you ("User", "Customer", or "you") regarding your access to and use of our software-as-a-service (SaaS) platform for creating and managing AI agents ("Service").

1.2. These Terms apply exclusively. Conflicting, deviating, or supplementary general terms and conditions of the User shall not become part of the contract, even if we do not expressly object to them, unless we have expressly agreed to their validity in writing.

1.3. By registering for an account, accessing, or using our Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our Service.

1.4. These Terms apply to all Users, whether they are using a free trial, a free tier, or a paid subscription plan.

1.5. The Service is intended for entrepreneurs (Unternehmer) within the meaning of Section 14 of the German Civil Code (BGB) and is not intended for consumers (Verbraucher) within the meaning of Section 13 BGB. By using the Service, you confirm that you are acting in the exercise of your commercial or independent professional activity.

2.1. "Agent" refers to a customizable AI-powered assistant that can be configured by the User to perform specific tasks, access data sources, and interact with third-party services.

2.2. "Connection" refers to any integration or link between the Service and external data sources, including but not limited to databases, APIs, Google Workspace, Slack, or MCP servers.

2.3. "User Data" refers to all data, content, and information that Users upload, submit, store, or process through the Service, including prompts, configuration settings, and data retrieved from connected sources.

2.4. "Platform" refers to the HUEE web application, APIs, and all related software components that constitute the Service.

2.5. "Subscription" refers to the User's selected pricing plan that determines the features, usage limits, and pricing applicable to their use of the Service.

2.6. "Authorized Users" refers to individuals who are authorized by the Customer to access and use the Service on behalf of the Customer's organization.

3.1. The presentation of the Service on our website does not constitute a binding offer but rather an invitation to submit an offer (invitatio ad offerendum).

3.2. By completing the registration process and clicking the button to create an account, you submit a binding offer to conclude a contract for the use of our Service under these Terms.

3.3. The contract is concluded when we accept your offer by activating your account and sending you a confirmation email, or by granting you access to the Service.

3.4. The contract text will be stored by us. You can access the current version of these Terms at any time on our website. The order data and Terms will be sent to you by email upon registration.

3.5. The contract language is English.

4.1. The Service provides a cloud-based platform that enables Users to create, configure, and deploy customizable AI agents. The key features include:

• Creation and management of custom AI agents
• Integration with various Large Language Models (LLMs)
• Connection to databases and data sources
• Integration with Google Workspace applications
• Integration with Slack and other communication tools
• Support for MCP (Model Context Protocol) servers
• Scheduling and automation of agent tasks
• Organization and team management features

4.2. The Service is provided "as available" via the Internet. The specific features, functionalities, and usage limits depend on the User's selected subscription plan.

4.3. We reserve the right to modify, expand, or restrict the scope of the Service at any time, provided that the core functionality agreed upon in the subscription remains available. We will notify Users of material changes with reasonable advance notice.

4.4. The Service may utilize third-party AI models and services. The availability and functionality of certain features may depend on the availability of these third-party services.

5.1. To use the Service, you must create a user account by providing accurate, current, and complete registration information.

5.2. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify us of any unauthorized use of your account or any other security breach.

5.3. You may not share your account credentials with third parties or allow others to access your account without our prior written consent, except for Authorized Users within your organization as permitted by your subscription plan.

5.4. You are responsible for ensuring that all Authorized Users comply with these Terms. You are liable for any violations of these Terms by your Authorized Users.

5.5. We reserve the right to suspend or terminate accounts that we reasonably believe are being used in violation of these Terms or applicable law.

5.6. You must be at least 18 years old and have the legal capacity to enter into binding contracts to create an account and use the Service.

6.1. We will provide the Service in accordance with these Terms and make commercially reasonable efforts to ensure its availability during the subscription term.

6.2. We will implement appropriate technical and organizational measures to protect User Data against unauthorized access, loss, or destruction in accordance with applicable data protection laws.

6.3. We will provide reasonable customer support to assist Users with technical issues related to the Service, subject to the terms of the applicable subscription plan.

6.4. We may perform scheduled maintenance on the Service, during which the Service may be temporarily unavailable. We will endeavor to provide advance notice of scheduled maintenance when practicable.

6.5. We reserve the right to temporarily suspend access to the Service for urgent security reasons, to prevent illegal activities, or to comply with legal requirements or court orders.

7.1. You must use the Service in compliance with all applicable laws, regulations, and these Terms.

7.2. You are solely responsible for all User Data that you upload, submit, or process through the Service. You warrant that you have all necessary rights, licenses, and consents to use and process such data.

7.3. You shall not use the Service to:

• Violate any applicable laws, regulations, or third-party rights
• Transmit malware, viruses, or other harmful code
• Attempt to gain unauthorized access to the Service or its related systems
• Interfere with or disrupt the integrity or performance of the Service
• Reverse engineer, decompile, or disassemble any portion of the Service
• Use the Service to develop a competing product or service
• Resell, sublicense, or redistribute the Service without our prior written consent
• Generate or distribute content that is unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable
• Circumvent any usage limits, access controls, or security measures

7.4. You are responsible for providing and maintaining all equipment, software, and internet connectivity necessary to access and use the Service.

7.5. When connecting the Service to third-party data sources or services, you must ensure compliance with the terms of service and usage policies of those third parties.

7.6. You shall report any defects, errors, or security vulnerabilities in the Service to us promptly upon discovery.

8.1. You retain all ownership rights to your User Data. By using the Service, you grant us a limited, non-exclusive, royalty-free license to use, store, and process your User Data solely to the extent necessary to provide the Service to you.

8.2. You are solely responsible for creating and maintaining backups of your User Data. While we implement reasonable data protection measures, we do not guarantee that User Data will not be lost or corrupted.

8.3. We may use anonymized, aggregated data derived from your use of the Service for analytics, service improvement, and research purposes, provided such data cannot be used to identify you or any individual.

8.4. Upon termination of your account, we will delete your User Data in accordance with our data retention policies and applicable law, unless we are required to retain it for legal, regulatory, or contractual reasons.

8.5. You acknowledge that AI-generated outputs may contain errors, inaccuracies, or biases. You are responsible for reviewing and validating any outputs generated through the Service before relying on them for any purpose.

9.1. The Service, including its design, code, features, documentation, and all associated intellectual property rights, is and remains the exclusive property of the Provider or its licensors.

9.2. Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during the subscription term.

9.3. You may not copy, modify, distribute, sell, or lease any part of the Service or its underlying software, nor may you reverse engineer or attempt to extract the source code of the Service.

9.4. HUEE, our logo, and other marks associated with the Service are trademarks of the Provider. You may not use these trademarks without our prior written consent.

9.5. Any feedback, suggestions, or ideas you provide regarding the Service may be used by us without any obligation to compensate you or keep such feedback confidential.

10.1. The fees for using the Service are determined by the subscription plan selected by the User. Current pricing information is available on our website.

10.2. Subscription fees are billed in advance on a monthly or annual basis, as selected by the User. All fees are non-refundable except as expressly provided in these Terms or required by applicable law.

10.3. Unless otherwise stated, all prices are exclusive of applicable taxes (including VAT). You are responsible for paying all applicable taxes in connection with your use of the Service.

10.4. Payment is due upon invoice. If payment is not received within the specified payment period, we reserve the right to charge interest on overdue amounts at the statutory rate pursuant to Section 288 BGB and to suspend access to the Service until payment is received.

10.5. We reserve the right to modify our pricing with reasonable advance notice (at least 30 days). Price changes will take effect at the beginning of the next billing cycle following the notice period.

10.6. Free trials or free tiers are subject to the terms specified at the time of signup and may be modified or discontinued at any time.

10.7. Subscriptions automatically renew for successive periods of the same duration unless cancelled by either party before the end of the current subscription period in accordance with Section 16.

11.1. We process personal data in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).

11.2. Our Privacy Policy, available on our website, describes how we collect, use, and protect personal data. By using the Service, you acknowledge that you have read and understood our Privacy Policy.

11.3. To the extent that you use the Service to process personal data on behalf of third parties, you act as the data controller and we act as a data processor. In such cases, a Data Processing Agreement (DPA) in accordance with Article 28 GDPR is required and available upon request.

11.4. You warrant that you have obtained all necessary consents and legal bases for the processing of any personal data you submit to or process through the Service.

11.5. You shall comply with all applicable data protection laws in connection with your use of the Service, including the GDPR requirements regarding data subject rights, data breach notification, and cross-border data transfers.

12.1. Each party agrees to treat as confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information").

12.2. Confidential Information shall not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is lawfully obtained from a third party without restriction on disclosure.

12.3. Each party shall protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

12.4. The confidentiality obligations shall survive the termination of this Agreement for a period of three (3) years.

12.5. Either party may disclose Confidential Information if required by law, court order, or governmental authority, provided that the disclosing party gives the other party reasonable advance notice (where legally permitted) to enable them to seek protective measures.

13.1. We will use commercially reasonable efforts to maintain an average monthly uptime of 99.5% for the Service, measured excluding scheduled maintenance windows and factors beyond our reasonable control.

13.2. Scheduled maintenance will be performed during off-peak hours when possible. We will endeavor to provide at least 24 hours' advance notice of scheduled maintenance, except in cases of emergency.

13.3. Periods of unavailability due to the following shall not be counted against our availability commitment: (a) scheduled maintenance; (b) factors beyond our reasonable control, including force majeure events; (c) User's equipment, software, or network connectivity issues; (d) third-party service outages; or (e) suspension due to User's breach of these Terms.

13.4. You must report any service disruptions to us promptly in text form (e.g., email) with a comprehensible description of the issue. Failure to do so may result in the application of Section 536c BGB.

13.5. Additional service level commitments may be available under higher-tier subscription plans and would be set forth in a separate service level agreement.

14.1. We shall be liable without limitation for damages caused intentionally or through gross negligence, for damages resulting from injury to life, body, or health, and for liability under the German Product Liability Act (Produkthaftungsgesetz).

14.2. In cases of simple negligence, we shall only be liable for breach of material contractual obligations (cardinal obligations), i.e., obligations whose fulfillment is essential to the proper performance of the contract and on whose compliance the User may regularly rely. In such cases, liability shall be limited to the foreseeable, typically occurring damages.

14.3. In any event, except in cases of intentional misconduct or gross negligence, our total aggregate liability under this Agreement shall not exceed the total fees paid by you during the twelve (12) months immediately preceding the event giving rise to the claim.

14.4. We shall not be liable for indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, business interruption, or loss of business opportunities, regardless of the legal theory under which such damages are claimed.

14.5. We shall not be liable for any damages arising from: (a) your use of the Service in violation of these Terms; (b) modifications to the Service made by you or third parties; (c) your failure to implement updates or patches recommended by us; (d) inaccuracies in AI-generated outputs; or (e) outages or failures of third-party services on which the Service depends.

14.6. The limitation of liability set forth in this section shall also apply in favor of our employees, representatives, legal bodies, and vicarious agents.

15.1. We warrant that the Service will substantially conform to the current documentation and service description during the subscription term.

15.2. The Service is provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, we disclaim all other warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

15.3. We do not warrant that: (a) the Service will meet all of your requirements; (b) the Service will be uninterrupted, timely, secure, or error-free; (c) the results obtained from using the Service will be accurate or reliable; or (d) any defects in the Service will be corrected.

15.4. AI-generated content and outputs are provided without any warranty of accuracy, completeness, or suitability. You acknowledge that AI systems may produce outputs that are incorrect, incomplete, biased, or inappropriate. You are solely responsible for reviewing and validating all outputs before relying on them.

15.5. We do not warrant the availability, functionality, or performance of third-party services integrated with or accessible through the Service.

15.6. To the extent we are liable for defects, the statutory warranty provisions (Mängelgewährleistung) shall apply, subject to the limitation of liability provisions in Section 14.

16.1. The initial contract term begins upon the conclusion of the contract and corresponds to the selected subscription period (monthly or annually).

16.2. Unless otherwise agreed, the contract automatically renews for successive periods of the same duration unless either party provides written notice of non-renewal at least thirty (30) days before the end of the current term (for monthly subscriptions) or at least sixty (60) days before the end of the current term (for annual subscriptions).

16.3. Either party may terminate the contract for good cause (wichtiger Grund) without observing a notice period in accordance with Section 314 BGB. Good cause includes, but is not limited to:

• Material breach of these Terms that is not cured within thirty (30) days after written notice
• Insolvency proceedings initiated by or against either party
• Persistent or repeated violations of applicable law

16.4. Upon termination or expiration of the contract: (a) your right to access and use the Service will immediately cease; (b) all outstanding fees will become immediately due and payable; (c) we will delete your User Data in accordance with our data retention policies, unless retention is required by law; and (d) all licenses granted under this Agreement will terminate.

16.5. You may request an export of your User Data prior to termination. We will make commercially reasonable efforts to provide such export within a reasonable timeframe and in a commonly used format.

16.6. Sections of these Terms that by their nature should survive termination shall continue in full force and effect, including but not limited to Sections 8, 9, 11, 12, 14, 15, 18, and 19.

17.1. We reserve the right to modify these Terms at any time. We will notify you of material changes by email or through the Service at least thirty (30) days before the changes take effect.

17.2. If you do not object to the modified Terms in writing within thirty (30) days of receipt of the notification, the modified Terms shall be deemed accepted. We will specifically draw your attention to this consequence in the modification notification.

17.3. If you object to the modification, we may terminate the contract at the time the proposed changes would have taken effect, provided we notify you of this right in the modification notification.

17.4. Non-material changes, such as corrections of typographical errors or clarifications that do not affect your rights or obligations, may be made without advance notice.

17.5. Your continued use of the Service after the effective date of any modifications constitutes your acceptance of the modified Terms.

18.1. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

18.2. The invalid or unenforceable provision shall be deemed replaced by a valid, enforceable provision that most closely achieves the economic intent of the original provision.

18.3. The same shall apply if these Terms contain any gaps or omissions.

19.1. These Terms and all disputes arising from or in connection with these Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

19.2. The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms shall be the courts at the registered office of the Provider in Germany, provided that the User is a merchant (Kaufmann), a legal entity under public law, or a special fund under public law.

19.3. We also reserve the right to bring legal proceedings at the User's place of business.

19.4. For Users with habitual residence in another country within the EU/EEA at the time of contract conclusion, the application of mandatory legal provisions of that country shall remain unaffected by the choice of law in these Terms.

20.1. For questions, concerns, or notices regarding these Terms or the Service, please contact us at:

20.2. All notices under these Terms must be in writing and shall be deemed delivered when sent by email to the email address associated with your account (for notices to you) or to the email address specified above (for notices to us).

20.3. You agree to keep your contact information current and accurate in your account settings to ensure you receive important notices regarding the Service and these Terms.