Terms of use

1. General and scope

1.1. The subject of these terms of use (hereinafter referred to as “NB”) is the use of the “nele.ai” software and the functions, websites, services and content associated with nele.ai (hereinafter collectively referred to as “nele.ai”). The terms apply regardless of the domains, systems, platforms and devices (e.g. desktop or mobile) used on which nele.ai is run.

1.2. The provider of nele.ai is GAL Digital GmbH, Unter den Linden 26, 35410 Hungen-Obbornhofen, Germany, Impressum: https://www.gal-digital.de/de/impressum, (hereinafter referred to as “GAL Digital GmbH”).

1.3. By using nele.ai, users agree to this terms and conditions.

1.4. Individual agreements or rules for specific services or areas of service, in each case effectively included, become part of the contract with the users and take precedence in the event of an objection to these terms and conditions.

2. Definitions of terms

2.1. The term “AI” or “AI software” used below means methods that are designed to understand and generate natural language and associated inputs and data, to analyze information and to make predictions.

2.2. The term “content” used below means all materials, information, files and data uploaded, transmitted or otherwise posted by users, such as photographs, graphics, logos, videos, texts, information about places and people, and links.

2.3. The term “user” includes both customers and test users of the software associated with nele.ai, its functions and associated websites, apps and other usage options provided by GAL Digital GmbH. The terms used, such as “user”, are to be understood as gender-neutral.

2.4. For the purposes of this NB, “consumer” is any natural person who concludes a legal transaction for a purpose which, for the most part, cannot be attributed to either their commercial or independent professional activity.

2.5. “Entrepreneur” within the meaning of this NB is a natural or legal person or a partnership with legal capacity which, when concluding a legal transaction, acts in the exercise of its commercial or independent professional activity.

3. Restriction to users acting on a business basis

3.1. The offer of nele.ai is aimed exclusively at users acting on a business basis (hereinafter referred to as “entrepreneurs”) and not to consumers.

3.2. Consumers are prohibited from using and using nele.ai.

3.3. By using the services provided by nele.ai, users declare that they are entrepreneurs and not consumers. GAL Digital GmbH reserves the right to check whether the user is not a consumer (e.g. verification of address data, business registration or VAT identification number).

4. Subject matter of the contract and principles of using nele.ai

4.1. With nele.ai, GAL Digital GmbH offers software that enables users to integrate AI software and create AI content via API access to AI-based services in various deployment scenarios.

4.2. User inputs are not transmitted directly to the AI providers, but processed on the servers of GAL Digital GmbH. Processing is carried out to fulfill GAL Digital GmbH's contractual obligations, which include in particular the storage of user input and filtering of content.

4.3. User inputs are stored on GAL Digital GmbH's servers. This includes in particular user requests (prompts). Subject to the functions provided by the providers, GAL Digital GmbH only uses AI functions with the proviso that the user input may not be stored by the AI providers or used for learning purposes.

4.4. The features of nele.ai include the anonymization of user input. User input is processed using a filter before transmission to AI providers in order to filter out personal data and thus increase legal certainty when using AI services. However, it should be noted that although this filter offers improved protection, it cannot guarantee complete anonymization in all scenarios (e.g. pure numbers, such as customer or ID numbers, can be personal). Furthermore, the filter can be deactivated by users if necessary (e.g. the search for information about prominent people would not work if their names were removed).

4.5. Information on the respective AI providers used can be found in the overview provided as part of the order processing contract: https://www.nele.ai/subcontractors.

5. Development and service changes

5.1. The development of nele.ai is an essential part of the range of services. Development includes adapting to technical and legal progress and taking into account user requirements for using nele.ai.

5.2. As part of the development, GAL Digital GmbH may change nele.ai and partial functions of nele.ai without this constituting a defect, provided that this is reasonable for the user and does not jeopardize the achievement of the purpose of the contract. This applies in particular when

− The change is made to the user's advantage;
− if the amendment serves to bring the services into compliance with applicable law, in particular if the applicable legal situation changes;
− if the amendment serves to comply with mandatory court or administrative decisions;
− insofar as the respective change is necessary, to close existing security gaps;
− if the change is of a purely technical or procedural nature without significant effects on the user. Changes with only minor influence on previous functions do not represent changes in performance in this sense. This applies in particular to purely optical changes and mere changes in the arrangement of functions;
− when platform providers restrict or abolish their interfaces.

6. Registration and conclusion of contract

6.1. The contract is concluded as part of a registration for nele.ai. By completing the registration process, the user submits an offer to conclude the contract for the use of nele.ai. GAL Digital GmbH accepts this offer by activating the user for the services of nele.ai that require registration.

6.2. The registration process requires users to enter their email address on the nele.ai website and request a free trial of nele.ai. Users will then receive a confirmation email, after confirmation of which they will then be asked to confirm the terms and conditions of nele.ai. When you register, a customer account is created. Users who complete the registration process are referred to as “administrators.”

6.3. “Administrators” then have the option to invite more users from their company and test nele.ai as part of a limited volume. Only users with the same email domain can be invited. For example, the administrator with the address max.muster@musterfirma.de can only invite users within his company with an email address that ends with @musterfirma .de. If you want to add other email addresses, the administrator must contact support@nele.ai turn around. All users together are referred to as a “team.” When the test volume is used up, this is displayed to the administrator via email, in the customer account and in the application. The administrator can then store the payment information in his customer account on manage.nele.ai so that he can continue to use nele.ai.

6.4. The user guarantees that all data provided by him during registration is true and complete. The user may not use pseudonyms or artist names for registration.

6.5. Each user may only register once and create only one user profile. The contractual relationship is not transferable to other persons or companies. The user guarantees that he is of legal age or has unlimited legal capacity at the time of registration.

6.6. There is no claim to the conclusion of a contract. The option to use the applications offered on nele.ai for a fee does not represent an offer, but only an invitation to submit an offer (invitatio ad offerendum). GAL Digital GmbH reserves the right to reject registrations without prior consultation and without giving reasons if there are factual reasons and in the case of companies. The use of nele.ai may, where appropriate and reasonable, be subject to certain requirements, e.g. the verification of registration data or contact and address data.

7. Maintaining access and contact details

7.1. Users guarantee that the information provided by them within and as part of the registration to use nele.ai is true, whose content is free from third-party rights and, as well as their actions, are legally permitted under applicable law.

7.2. In principle, nele.ai may only be used by as many people as has been contractually agreed.

7.3. In the event of subsequent changes, the login details, in particular address and contact details as well as other information in the user account, must always be kept up to date. Should a user be unable to be reached due to incorrect data and the inaccessibility is within his area of responsibility or that of the third party (outdated address, mailbox is not read), the resulting disadvantages will be borne by him.

7.4. It is the responsibility of users to take the greatest possible care when using access data to nele.ai and to take any action that ensures the confidential, secure handling of the data and prevents it from being disclosed to third parties. Users are responsible for misuse of access data if they violate these protective obligations.

7.5. Users are required to inform GAL Digital GmbH immediately if there is reason to suspect that a third party has knowledge of access data and/or is misusing a user account.

7.6. We reserve the right to take technical measures to prevent a violation of the above regulations for the protection and use of the user account.

8. Payable use, invoicing, terms of payment

8.1. The usage of nele.ai is billed on the basis of usage volume (hereinafter referred to as “AI volume”). The units of AI volume are referred to as “credits,” which can be purchased by customers in “credit packages.” While using nele.ai, the credits are deducted from the credit packages according to the AI volume. The costs may vary depending on the AI model used. Administrators can view the volume of AI used both for themselves and for the entire team. Individual users can view their own AI volume.

8.2. Credit packages are calculated monthly or on a pro rata monthly basis (hereinafter referred to as the “billing period”). Booked credit packages are automatically renewed at the end of the month.

8.3. Customers can switch to a larger credit package (also known as an “upgrade”) at any time. It is possible to switch to a lower credit package (also known as a “downgrade”) at the end of the month.

8.4. In the case of a test use of nele.ai, the selected paid credits package is booked after the free credit package has been used up, otherwise the credit package corresponding to the size of the test usage. The trial period credits expire after a period of 7 days if they have not been used up. A new test use by the same company, organization, person or their employees is not permitted (this involves the legal person as a customer). The user account will be deactivated at the end of the test phase and deleted after 7 days. The sent email is saved to recognize a new test use.

8.5. Customers are informed about the available pricing model, the available credit packages and the calculation of the AI volume on the website https://nele.ai/preise informed.

8.6. Unless otherwise stated, all prices are exclusive, i.e. plus value added tax.

8.7. Fees are generally due in advance for the respective billing period. Unless otherwise stated, invoices are due after two weeks.

8.8. Invoices and reminders may be sent electronically.

8.9. The user can pay invoices using the payment methods offered by GAL Digital GmbH.

8.10. The pricing structure and costs for using nele.ai can be adjusted after the end of a billing period. Users will be notified of such a change at least two weeks before the end of the current billing period. If users do not agree with the change, they have the right to cancel their use of nele.ai at the end of the billing period. If there is no cancellation and if nele.ai continues to be used after the price adjustment by the users, the price adjustment is considered accepted by the user.

8.11. If the user defaults on payments, GAL Digital GmbH has the right to refuse to fulfill due services to the customer and to restrict access to the user account and nele.ai until the delay is resolved. In these cases, GAL Digital GmbH will notify the customer of the restriction with a regular period of 7 working days to eliminate the delay. The other legal and contractual rights of GAL Digital GmbH due to late payment by the customer remain unaffected. The restriction must not be made if it is unreasonable and/or not reasonable for the user. GAL Digital GmbH's claim for compensation remains unaffected by the restriction. Access to nele.ai will be reactivated immediately after payment of the arrears. The right to restrict exists as a more lenient remedy even if GAL Digital GmbH has the right to extraordinary termination under this terms and conditions.

8.12. Costs arising from chargeback of a payment transaction due to lack of coverage or due to incorrect data provided by users and as a result of reminders of due claims will be charged to users, with only the costs actually incurred directly by GAL Digital GmbH or awarded by law (material costs and third-party fees, such as postage costs or chargeback fees). The user is entitled to provide proof of no or lower costs.

8.13. Offsetting is only possible against claims already recognized by the other contracting party or established by the court, unless these are main performance and defect claims. A right of retention can only be asserted for claims under the respective contract.

9. Data protection and information requirements

9.1. They apply under https://www.nele.ai/de/datenschutz/ the above provisions on data protection and data security.

9.2. The user undertakes to conclude contracts and make agreements that are provided for by law. In particular, this includes order processing contracts in accordance with Article 28 (3), p. 1 GDPR, in the case of processing of data by GAL Digital GmbH on behalf of customers. GAL Digital GmbH provides the customer with the appropriate contract template. The customer's own contract templates can only be considered for an appropriate review fee of the customer submission.

9.3. Users are responsible for complying with their legal information or notification obligations with regard to the identification of content created with AI or data processed with the help of the GAL Digital GmbH offer. This applies to both existing and future legal obligations.

9.4. If GAL Digital GmbH provides users with a template to fulfill these information requirements, GAL Digital GmbH points out that these are only sample templates which, without providing legal advice or promise of legal validity, are provided to the users in a specific application scenario. It is the responsibility of users to legally verify the application of the sample texts with regard to the specific use.

10. Granting of rights of use

10.1. Users grant GAL Digital GmbH rights to use their legally protected content, which are necessary for the provision of the contractual services provided by GAL Digital GmbH in accordance with the contract (e.g. the right to reproduce the users' content in order to store it on the servers or to create server backups). GAL Digital GmbH only exercises the rights in compliance with the contractual and legal confidentiality and data protection requirements. The grant is granted for an unlimited period of time until revocation or termination by the users and the end of the post-contractual relationship.

10.2. GAL Digital GmbH grants rights, in particular rights of use and exploitation, to the content generated by the AI software to the extent that they have been granted or transferred to GAL Digital GmbH by the providers of the AI software. GAL Digital GmbH does not restrict users' rights to the content generated by the AI software.

10.3. In addition, the company names, logos and/or product names, brands or trademarks as well as graphics, images and texts protected by copyright and other laws made available to users as part of the use of nele.ai may not be used without the consent of GAL Digital GmbH or the respective rights holder or outside the scope permitted by law.

11. Contractual use

11.1. GAL Digital GmbH points out that users may only use nele.ai for individual purposes in accordance with the contract.

11.2. In addition, users are not entitled to rent, lend, lease, sell, change or in any technical form make nele.ai available to third parties in whole or in part or in any technical form or to enable third parties to perform the above actions. The above prohibitions apply subject to mandatory legal requirements. Sublicenses may not be granted.

11.3. Users may only use nele.ai via the input masks and interfaces provided. Actions that are likely to impair the functionality of nele.ai, the software and infrastructure (e.g. scripts, robots, crawlers) are prohibited. In particular, an excessive load that exceeds the regular intensity and frequency of use expected with normal use of nele.ai is prohibited.

11.4. Users may not upload content that contains copyrighted software and/or other copyrighted materials unless the user has the appropriate rights to do so or has obtained the necessary consent from the owners of these rights.

11.5. GAL Digital GmbH reserves the right to take appropriate technical and legal measures to enforce the provisions of this section and prevent misuse of nele.ai.

11.6. Violations of the above regulations may result in immediate termination of the contract, the blocking of the user's access to nele.ai or to claims for damages against the users.

12. Contract period and termination

12.1. Free use - The user and GAL Digital GmbH can use nele.ai during the test phase at any time and without providing information about Cancel reasons

12.2. Paid use as a subscription - Paid use initially runs for the period of use booked by the user (hereinafter referred to as “contract period”). Thereafter, the contract period is automatically extended by the same period of use if the subscription is not cancelled by one of the contracting parties up to two weeks before the end of the usage period.

12.3. An early termination by the user does not give rise to a claim for repayment against GAL Digital GmbH. Early termination by GAL Digital GmbH is only possible subject to a two-week notice period and reimbursement of the fee paid in advance for the duration of the contract. The calculation of the fee to be reimbursed on a pro rata basis of time based on the remaining contract period.

12.4. The right to terminate without notice for good cause remains unaffected by both parties. There is an important reason for termination on the part of GAL Digital GmbH in particular if

− the user commits serious breaches of duty against the law or this NB,

− insolvency proceedings against the user's assets are filed for or opened or the opening is denied due to lack of property or GAL Digital GmbH ceases its activity.

12.5. An extraordinary termination must in principle be preceded by a warning. The warning may be waived if the warning is not reasonable for the contractual partner. This is particularly the case if the conduct of the contractual partner gives reason that further misconduct is to be expected despite a warning.

12.6. If GAL Digital GmbH has terminated the contract in accordance with this section for an important reason, the user is not entitled to a refund of the fees already paid.

12.7. It is the responsibility of users to secure their data before the end of the contract in the event of termination. GAL Digital GmbH is entitled to irretrievably delete all user data stored during the contract period.

13. Availability and warranty

13.1. Users who are entrepreneurs must check the services provided by GAL Digital GmbH immediately and insofar as this is feasible in the ordinary course of business and, if a defect appears, immediately report it to GAL Digital GmbH. Defects must be reported immediately in writing (e-mail is sufficient) by means of a comprehensible description of the fault symptoms, as far as possible proven by written records, screenshots or other documents illustrating the defects. Statutory inspection and notification obligations of users remain unaffected.

13.2. Claims for damages are subject to the limitations of Section 16 of this NB (“Liability and Compensation”).

13.3. The user is not entitled to uninterrupted availability of nele.ai. However, nele.ai makes every effort to provide the platform reliably. Maintenance, security, or capacity work as well as events beyond the control of nele.ai (such as power outages, congestion of nodes, or interfaces provided by AI providers) can result in the temporary suspension of the services offered by nele.ai.

13.4. Claims for defects do not exist in the event of an insignificant deviation from the agreed or assumed quality or if the usability of the services provided by GAL Digital GmbH is only insignificant in accordance with the purpose of the contract. In particular, GAL Digital GmbH expressly disclaims any warranty or liability for:

− incorrect information provided by the user with regard to the user data submitted during registration or other data posted, uploaded or otherwise provided by the user within nele.ai;

− uninterrupted availability of nele.ai or possible system or network-related failures, interruptions or malfunctions of nele.ai installations or services, insofar as these are beyond the control of GAL Digital GmbH; in particular not for errors due to force majeure or failure of communication networks and gateways;

− minor malfunctions and faults in nele.ai that do not prevent the purpose of the contract;

− content and the creditworthiness of users;

13.5. The limitation period for claims arising from defects is one year. The limitation period for other claims arising from poor benefits is 6 months.

13.6. The limitations of warranty and liability obligations and shortening of relevant deadlines do not apply in the event of mandatory consumer recourse claims by the customer.

14. Third party software and interfaces

14.1. As part of the provision of nele.ai, GAL Digital GmbH integrates software from external sources, i.e. software that is not operated on its own servers or otherwise under its own responsibility (hereinafter referred to as “third-party software”). Third-party software includes in particular software from AI providers. GAL Digital GmbH accesses the third-party software via usage, programming and other interfaces of the third-party software providers or the user (hereinafter “APIs”, short for “Application Programming Interfaces”). Conversely, and as far as it is within the scope of services and is technically possible, the software from GAL Digital GmbH can provide access to nele.ai via APIs.

14.2. With regard to the APIs and third-party software, the scope of services is limited only to the provision of the API in accordance with the technical specification, so that the provision of third-party software or its functions to users is regularly made possible in accordance with the purpose of the contract. GAL Digital GmbH, on the other hand, does not guarantee the availability, functionality and accuracy of the third-party software and the API provided by their providers or users. In particular, GAL Digital GmbH assumes no responsibility in this context for the user's decision to use the third-party software or the API, the functionality of the third-party software, changes in the scope of services or subsequent restrictions that lead to incompatibilities with the APIs or restrict their accessibility. In addition, GAL Digital GmbH assumes no liability in this context for the content or information processed using third-party software, in particular data created, transmitted or obtained, or for actions of third parties related to the third-party software.

14.3. If GAL Digital GmbH is not only temporarily prevented from providing the contractual services to a reasonable extent as a result of changes or restrictions in the third-party software or APIs, GAL Digital GmbH is entitled to offer the services in an alternative and appropriate way which, from the user's point of view, has an adequately equivalent scope of services and corresponds to the purpose of the contract, or to terminate the service pro rata from the time of impossibility. A pro rata fee must be paid for the services provided by GAL Digital GmbH up to this point in time.

14.4. The restrictions in this section apply without prejudice to the liability and compensation provisions in Section 21 of this NB and, if concluded, the agreements made with the user in an order processing contract.

15. Responsibility for content

15.1. GAL Digital GmbH is not responsible for user content and does not adopt this content as its own.

15.2. GAL Digital GmbH reserves the right not to publish content within the scope permitted by law and in compliance with reasonableness for the user, in particular taking into account the data protection and personal rights of users, or to otherwise block or delete the content if there is concrete objective evidence that the content violates legal requirements, official prohibitions, third-party rights or morality. However, GAL Digital GmbH is not obliged to check the content in advance.

15.3. In particular, GAL Digital GmbH does not guarantee that this content is true, fulfills a specific purpose or can serve such a purpose.

16. Liability and compensation

16.1. GAL Digital GmbH is only liable under this contract in accordance with the following provisions; otherwise liability is excluded.

16.2. GAL Digital GmbH is liable without limitation for damage caused intentionally or grossly negligently by GAL Digital GmbH, its legal representatives or executive employees, as well as for intentional damage caused by other vicarious agents. For gross negligence on the part of other vicarious agents, liability is determined in accordance with the rules for slight negligence set out in point 5 of this section of the NB “Liability and Compensation”.

16.3. GAL Digital GmbH is fully liable for damage caused intentionally or negligently as a result of injury to life, limb or health by GAL Digital GmbH, as well as its legal representatives or vicarious agents. GAL Digital GmbH is liable for damage due to lack of warranted features up to the amount covered by the purpose of the assurance and which was apparent to GAL Digital GmbH when the assurance was provided.

16.4. GAL Digital GmbH is liable for product liability damage in accordance with the regulations in mandatory product liability laws.

16.5. GAL Digital GmbH is liable for damage resulting from the breach of cardinal obligations by GAL Digital GmbH, its legal representatives or vicarious agents. Cardinal obligations are the essential obligations which form the basis of the contract, which were decisive for the conclusion of the contract and on whose fulfilment the user may rely. If GAL Digital GmbH has slightly negligently breached these cardinal obligations, its liability is limited to compensation for the foreseeable, typically occurring damage (hereinafter “typical damage”). The typical damage is generally limited to the fixed amount and otherwise to the amount of the user's contractual fee for the period in which the breach of duty took place. In this case, the typical damage is limited to 1,000.00 euros. This does not apply if, in individual cases, the restriction would be unreasonable from an equitable point of view. The typical damage generally does not exceed five times the agreed compensation.

16.6. Notwithstanding the liability provision of this NB, GAL Digital GmbH is not liable for loss of data if the damage could have been avoided by the user having met an obligation or obligation to back up data. In any case, the user must be credited for contributory fault. In the event of termination, the user is responsible for backing up his data beforehand.

17. Penalties

17.1. Since the integrity and functionality of nele.ai are essential, penalties will be imposed on users if and to the extent that there are concrete indications that users are violating legal regulations, third-party rights, common decency and/or this notice.

17.2. When choosing the sanction to be imposed, GAL Digital GmbH will take into account the factual circumstances and legitimate interests of the affected user in the decision and will also take into account, among other things, whether there was misconduct through no fault of their own or whether the infringement was committed culpably. The following graduated sanctions are available to GAL Digital GmbH:

− warning a user;

− Restrict/restrict the use of nele.ai;

− temporary blocking of a user;

− final blocking/termination of a user, possibly combined with a ban on use.

18. exemption

18.1. Users indemnify GAL Digital GmbH from all claims that third parties assert against GAL Digital GmbH due to an infringement of their rights.

18.2. In this respect, users must also bear the costs of necessary legal defense, including attorneys' and court costs at the statutory rate. Users are not exempted if they are not responsible for the infringement.

19th Amendment to the NB

19.1. GAL Digital GmbH reserves the right to change the NB at any time with effect for the future, unless this is not reasonable for users. The change is particularly reasonable in the following cases:

− if the amendment serves to bring the NB into compliance with applicable law, in particular if the applicable legal situation changes;

− if the amendment by GAL Digital GmbH serves to comply with mandatory court or administrative decisions;

− when completely new services or service elements as well as technical or organizational processes require a description in the NB;

− if the change is only beneficial for users.

19.2 In such a case, GAL Digital GmbH will send the amended terms and conditions to the e-mail address provided by the user with GAL Digital GmbH at least two weeks before it comes into force.

19.3. If a user does not object to the new terms and conditions within a period of two weeks after receipt of the email, the amended terms and conditions shall be considered accepted by him. GAL Digital GmbH will inform users of the consequences of a failure to object with the notification of change.

19.4. If the user objects to the validity of the new terms and conditions within the period, GAL Digital GmbH remains entitled to duly terminate the contractual relationship with the user with a period of one week.

19.5. Users can also agree to the amended terms and conditions by means of an express declaration of consent.

20. reference notes

20.1. GAL Digital GmbH is entitled, subject to any express confidentiality obligations, to point out the use of nele.ai by the user for the purpose of self-promotion without the user being entitled to any claim for payment.

20.2. Subject to written withdrawal by the user at any time, GAL Digital GmbH is entitled to refer to the existing or previous business relationship with the user on its own advertising media and in particular on its Internet website with its name and company logo (reference note).

21. Assignment, Applicable Law, Place of Fulfilment and Jurisdiction

21.1. Differing general terms and conditions of users apply only if GAL Digital GmbH has expressly agreed to them in writing. Failure to reject contrary and notified terms by the user does not constitute consent.

21.2. All legally binding declarations must be made at least in text form (e.g. e-mail, fax) or using the available nele.ai settings options, unless these NB or the law expressly provide for written form.

21.3. GAL Digital GmbH reserves the right to grant third parties rights to nele.ai and data associated with it (in particular for financing purposes and transfer to subsidiaries and partner companies of GAL Digital GmbH), provided that the requirements of this NB and the applicable laws, in particular data protection law and consumer protection, are complied with. The user may transfer claims against GAL Digital GmbH based on this contract to third parties only with the written consent of GAL Digital GmbH.

21.4. The law of the Federal Republic of Germany applies as long as there are no mandatory legal regulations to the contrary.

21.5. The place of fulfilment is the registered office of GAL Digital GmbH. The place of jurisdiction is also the registered office of GAL Digital GmbH, provided that the user is a merchant, legal entity under public law or a special fund under public law or the user has no general place of jurisdiction in the Federal Republic of Germany. GAL Digital GmbH reserves the right to choose another admissible place of jurisdiction.