Terms & Conditions

Terms of Use for Customers

§ 1 Scope of Application

1.1 These Terms of Use apply to all contracts concerning the provision and use of Superscale.ai, a service of Superscale AI GmbH, Elisabeth-Selbert-Str. 7, 34225 Baunatal (hereinafter referred to as "Superscale"), with the customer.

1.2 These Terms of Use apply exclusively in business transactions with enterprises and legal entities. The services offered by Superscale are directed exclusively at businesses and are intended for commercial purposes. Accordingly, the customer must credibly affirm during the registration process that the use is solely for commercial purposes.

1.3 "Customers" are enterprises, freelancers, or self-employed business operators who intend to use Superscale.ai to gain an overview of, search through, and analyze the advertising activities of other companies on the market, and based on the insights obtained and the resulting suggestions, develop their own new advertising campaigns.

1.4 Superscale.ai is a machine-based system that makes predictions, provides recommendations, answers questions, performs analyses, generates images, videos, and texts, or is capable of making decisions for certain goals defined by the customers. It utilizes machine-generated and/or customer-generated inputs in order to capture a real and/or virtual environment, to subsequently (either automatically, e.g., through machine learning, or manually) develop models, and to determine informational or operational options through model inference (hereinafter referred to as "Superscale.ai").

1.5 These Terms of Use apply exclusively to the services provided by Superscale, even in cases where they are not explicitly referenced in subsequent contracts.

1.6 Deviating general terms and conditions shall not apply, even if they are not expressly rejected. No oral or written collateral agreements to these Terms of Use exist.

1.7 The agreement regarding the provision and use of Superscale.ai consists of these Terms of Use and the appendices (hereinafter collectively referred to as the "Framework Agreement"). All appendices referenced in these Terms of Use are binding components of the contract.

1.8 Any rights to which Superscale is entitled by law beyond these Terms of Use shall remain unaffected.

§ 2 Subject Matter of the Agreement

2.1 The subject matter of these Terms of Use is the access to and use of Superscale.ai within the scope agreed upon in the contract. The provision of services is governed in detail by the service description as well as the following provisions. The currently valid service description is available at https://www.superscale.ai/.

2.2 In the event of any discrepancies, the service description shall take precedence over the provisions of these Terms of Use.

§ 3 Conclusion of Contract

3.1 If a customer wishes to conclude a contract for the use of Superscale.ai, they must first register on the Sign-Up Page at https://app.superscale.ai/auth/sign-up using a valid email address associated with them or via an existing Google Single Sign-On, in order to create an admin profile. By selecting the scope of use at the then-applicable price, the customer submits an offer to conclude a framework agreement in accordance with § 145 of the German Civil Code (BGB), which includes these Terms of Use and all appendices thereto. The currently valid price is set forth in the price list available at https://www.superscale.ai/.

3.2 This offer is accepted by Superscale through the provision of licenses and the contractual documents by way of an automated email sent to the email address used by the customer.

3.3 Upon conclusion of the framework agreement and selection of the applicable subscription model, the customer acquires the agreed-upon minimum number of licenses. Additionally, the customer may acquire further licenses during the term of the framework agreement via their administrator or management account.

§ 4 Services Provided by Superscale

4.1 Unless otherwise agreed, Superscale shall provide the customer with access to Superscale.ai during the term of the agreement, via the internet and within the contractually agreed scope, on servers operated by Superscale or a service provider engaged by Superscale. The customer shall have access to Superscale.ai and the functionalities offered during the term of the agreement.

4.2 Customizations of Superscale.ai to meet individual customer requirements or – where the customer is not domiciled in Germany – to reflect new legal or regulatory requirements of the customer's country are not owed, unless explicitly agreed upon by contract or mandatorily required by law applicable to the customer agreement.

4.3 The services may include links to external content or offerings from third-party providers. These contractual provisions do not apply to such content or offerings that are not provided by Superscale but by third-party providers on their own websites, even if such offerings are provided free of charge and/or require the customer to register for access. The use of such services is exclusively subject to the contractual terms and conditions made available by the third-party provider prior to the use of the offerings or content.

4.4 The customer is responsible for all input and data that they store and process in connection with their use of Superscale.ai.

4.5 The customer may, within the account settings, add authorized individuals of their organization with whom they maintain a contractual relationship (e.g., employees, service providers) to their team and invite them to register under the customer's organization (hereinafter: "Users"). In doing so, the customer enables its Users to use Superscale.ai. The customer shall ensure that its Users comply with these Terms and shall be liable for the actions of such Users as for its own conduct.

4.6 The customer undertakes not to input or store any content or data in Superscale.ai that violates laws, governmental regulations, or third-party rights. The customer shall also inform and obligate its Users accordingly.

4.7 Superscale is entitled to temporarily block or suspend the provision of services in whole or in part if the customer violates the terms of the agreement or if Superscale has reason to believe that security risks to the systems exist or the customer's use of Superscale.ai poses such a risk. In the event of such blocking or suspension, Superscale shall notify the customer immediately, stating the reasons. The customer's payment obligations remain unaffected. The customer shall not be entitled to a right of retention in such cases.

4.8 The blocking or suspension may remain in effect for as long as the underlying reason for such blocking or suspension persists.

4.9 Blocking or suspension shall not be deemed periods of unavailability within the meaning of any agreed service level.

4.10 Superscale is entitled to further develop and modify Superscale.ai at its sole discretion, to the extent that such changes are technically necessary and reasonable, in particular for the improvement of functionality. This includes the right to add new functions, change existing functions, or remove them entirely. Superscale shall adapt the service description accordingly.

4.11 Superscale does not guarantee that all services listed in the service description can be provided within the European Union. In particular, it is possible that data may be transferred to non-European countries for the purpose of content generation.

4.12 The current documentation for the respective services, to the extent its provision has been contractually agreed upon, is made available in electronic form on a website designated by Superscale.

§ 5 Customer Cooperation Obligations; Prohibited Uses

5.1 In order for Superscale to provide its services properly, the customer must duly fulfill the cooperation obligations agreed upon in this Framework Agreement:

5.2 The customer is obliged to provide all information necessary for the submission of an offer and the provision of services completely and accurately. Superscale is under no obligation to verify the completeness and/or accuracy of the information provided. The selection and composition of services are based solely on the wishes and information provided by the customer. The customer is required to assess, prior to entering into the contract, whether the services are suitable for the intended purpose.

5.3 The customer is obliged to use Superscale.ai exclusively within the scope of the provided functionalities.

5.4 The customer is obliged to use Superscale.ai solely within the agreed-upon scope. Disclosure of access credentials to third parties is strictly prohibited. The customer shall inform Superscale without undue delay of any unauthorized access or security vulnerabilities.

5.5 The customer is required to establish and maintain an internet connection when using Superscale.ai. The internet connection must provide sufficient data throughput.

5.6 The customer shall take appropriate measures to ensure that unauthorized third parties cannot access Superscale.ai and that Superscale.ai is not damaged by the input of harmful content, particularly in the form of viruses or other malware. This includes, in particular, keeping the access credentials to Superscale.ai confidential and accessing Superscale.ai only via secure IT systems and secure internet connections. The customer shall refrain from any actions that may result in excessive strain on Superscale.ai, impair or manipulate the functionality of the infrastructure in any other way, or endanger the integrity, stability, or availability of Superscale.ai.

5.7 The customer shall not use Superscale.ai for illegal, harmful, or abusive activities. In particular, the customer is prohibited from entering content into Superscale.ai which, by its nature or form, violates applicable law or accepted standards of morality. Specifically prohibited are the generation, input, or dissemination of content involving anti-constitutional material, racism, glorification of violence and extremism of any kind, incitement or encouragement of criminal acts or violations of the law; threats against life, physical well-being or property; incitement against individuals or companies; defamatory statements, libel, slander, and insults directed at third parties; violations of competition law; content that infringes copyrights or other intellectual property rights; sexual harassment of third parties; pornography; offensive, sexist, obscene, vulgar, repulsive, or disgusting materials.

5.8 The customer is prohibited from using Superscale.ai in any way that infringes, misuses, or violates the rights of others.

5.9 The customer is obliged to perform regular, comprehensive backups of the data generated using Superscale.ai. Data backups are not part of the services to be provided by Superscale unless such data backup is included in the subscription model booked by the customer.

5.10 The customer is responsible for ensuring that the assigned users accept and comply with the Superscale Terms of Use for Users. A user may only be assigned if they have unconditionally accepted the Superscale Terms of Use.

5.11 If the customer is responsible for circumstances that delay, limit, or impede the performance of Superscale.ai, Superscale shall be released from its obligation to perform for the duration of such circumstances. Once the cause ceases to exist, Superscale shall resume performance within a reasonable period of time. Superscale may invoice the customer for additional effort incurred if the customer is responsible for the cause. The customer shall not be entitled to claim damages for delay in such cases. Any further rights of Superscale shall remain unaffected by the foregoing provisions.

§ 6 Prices, Terms of Payment

6.1 The customer is obliged to pay the agreed remuneration for the agreed minimum quantity of licenses or for any individually acquired licenses in accordance with the service agreement and the price list available at https://www.superscale.ai/. All fees, including subscription fees, shall be disclosed to the customer prior to the purchase of licenses.

6.2 Payment is due at the beginning of the framework agreement term for the agreed quantity of licenses. When creating the admin account, the customer has the option to choose between monthly or annual billing intervals. For licenses acquired during the ongoing term of the framework agreement, the annual license fee becomes due upon booking.

6.3 The customer shall receive an invoice from the payment service provider Stripe two weeks before the end of the respective billing interval.

6.4 Payment may be made via credit card. The credit card stored in the customer's account will be automatically charged with the invoiced amount. The customer is responsible for ensuring that sufficient credit is available.

6.5 Invoices will be debited from the credit card stored in the customer account within 14 days of receipt of the invoice. Should a debit not be possible due to reasons attributable to the customer's area of responsibility, the customer shall automatically be in default upon expiry of the billing interval, without the need for a separate reminder.

6.6 All prices are exclusive of the applicable statutory VAT.

6.7 In the event of late payment, Superscale is entitled to charge default interest in the amount of 9 percentage points above the applicable base interest rate of the European Central Bank. The assertion of further damages remains unaffected.

§ 7 Rights of Use

7.1 Upon conclusion of the contract, Superscale grants the customer a non-exclusive, non-transferable, and non-sublicensable right of use, limited in time to the duration of the contract and unlimited in territory, to use Superscale.ai within the contractually agreed scope. The nature and scope of the licenses are set forth in the service description.

7.2 The customer has no right to reproduce, decompile, reverse engineer, or create backup copies, unless such actions are expressly permitted by mandatory law. The customer is also not entitled to provide the documentation or any other accompanying materials to third parties without prior written consent from Superscale.

7.3 The customer may input data into Superscale.ai as part of the service (hereinafter referred to as "Input") and may receive output generated by Superscale.ai that is partially based on such Input (hereinafter referred to as "Output"). Input and Output are collectively referred to as "Content." The customer is solely responsible for the use of such Content, including ensuring that the Content or its use does not violate applicable law, third-party rights, or these Terms of Use. The customer represents and warrants that they possess all rights, licenses, and approvals required to provide the Input to Superscale.ai.

7.4 In the relationship between the customer and Superscale, and to the extent permitted under applicable law, the customer retains ownership rights (e.g., copyrights) to the Input as well as the rights to the Output to which the customer is entitled. Superscale hereby assigns to the customer all rights, title, and interest, if any, it may have in and to the Output.

7.5 Due to the nature of artificial intelligence, the Output may not be unique, and other users may receive similar Output from Superscale.ai. The foregoing assignment does not extend to Output generated for other users or Output from third-party providers.

7.6 Superscale is not responsible for verifying whether the advertising measures or other Output suggested by Superscale.ai are protected under copyright law. It is the customer's responsibility to ensure that the final product created by them is free of third-party intellectual property rights.

7.7 All components of Superscale.ai, including the visual representations and content available within Superscale.ai, are protected by copyright. All rights thereto are held exclusively by Superscale. The customer is entitled to use such content only to the extent covered by the licenses acquired for each user assigned to them. The customer may not reproduce, distribute, publicly display or perform, or otherwise make such content available to third parties.

7.8 For each violation of the above Section 8.7, the customer shall pay a contractual penalty, the amount of which shall be reasonably determined by Superscale and may be reviewed for appropriateness by a court. Superscale's right to assert further damages remains unaffected. However, the contractual penalty shall be offset against any potential claim for damages by Superscale.

7.9 Superscale is entitled to use the content generated by the customer for the purpose of training the Superscale.ai model. This does not apply if the customer has expressly objected to such use. Such objection can be submitted via the account settings.

§ 8 Defects of Title

8.1 In the event of intellectual property rights infringements, and without prejudice to any claims for damages by the customer, Superscale shall have the right, at its own discretion and expense, to (a) modify the affected services so that the infringement no longer exists, (b) acquire the necessary rights of use, or (c) if options (a) or (b) involve disproportionate costs, to withdraw from the contract or to terminate the contract extraordinarily.

8.2 The customer shall immediately notify Superscale of any known intellectual property right violations arising from the services. Furthermore, the customer is obliged to reasonably cooperate in the defense against such claims and shall refrain from making any statements that could adversely affect Superscale's legal position and/or impair its legal defense.

§ 9 Liability

9.1 Superscale's liability – i.e., Superscale's obligation to pay damages, reimburse expenses, or provide compensation of value, regardless of the legal grounds – arising from or in connection with this Framework Agreement, shall be governed by statutory provisions, unless otherwise provided below.

Superscale shall be liable under the statutory provisions in the following cases:

• for damages, expense reimbursements, and compensation arising from intentional or grossly negligent conduct of Superscale, its legal representatives, or agents;

• for damages, expense reimbursements, and compensation resulting from injury to life, body, or health caused by the negligent conduct of Superscale, its legal representatives, or agents;

• to the extent of an express guarantee given by Superscale or its legal representatives;

• in cases of liability under the German Product Liability Act.

9.2 In all other respects, Superscale shall only be liable for damages, expenses, or compensation resulting from the breach of an essential contractual obligation – i.e., an obligation whose performance is essential to the proper execution of the contract and on which the contracting party may ordinarily rely – by Superscale, its legal representatives, or agents, and such liability is limited to the typically foreseeable damage.

9.3 In the case of data loss, the foreseeable, contractually typical damage is defined as the typical effort required to restore data from a properly conducted backup by the customer.

9.4 Superscale shall not be liable for consequential damages such as loss of profit or compensation for loss of use, unless the damage was caused intentionally.

9.5 Any further liability of Superscale is excluded.

9.6 The limitations of liability set forth in this section shall also apply in favor of Superscale's representatives, executive bodies, employees, agents, affiliated companies, subcontractors, and other persons or entities acting

on behalf of Superscale.

§ 10 Term and Termination

10.1 The contract shall become effective upon Superscale's acceptance of the customer's offer.

10.2 The term of the contract shall be specified in the customer's respective offer and the subsequent declaration of acceptance. Customers may choose between various subscription models, including a monthly and an annual subscription. The monthly subscription shall automatically renew for one (1) month unless terminated with two weeks' notice prior to the end of the contractual term. The annual subscription shall automatically renew for one (1) year unless terminated with one month's notice prior to the end of the contractual term.

10.3 During the trial period, the customer may terminate the contract at any time and without stating any reason. If the contract is terminated in due time during the trial phase, no costs shall be incurred by the customer.

Termination may be effected in text form or by using the "Cancellation Button" in the customer portal or via the payment provider Stripe.

10.4 Ordinary termination of contracts by the customer is only permitted at the end of the respective contractual term and is otherwise excluded. Superscale may terminate the contract with one month's notice in the case of an annual subscription or at any time until the end of the term in the case of a monthly subscription.

10.5 The right of both parties to terminate the contract for good cause remains unaffected. Good cause shall include, but not be limited to, the customer being in default with license payments in an amount equivalent to two months' fees, the customer repeatedly violating the provisions of Section 5, or if essential preliminary services required for the performance of the contract become significantly more expensive or cease to be available.

§ 11 Data Protection and Confidentiality

11.1 The customer and Superscale shall enter into a data processing agreement pursuant to Article 28 of the General Data Protection Regulation (GDPR).

11.2 Both parties are obliged to treat the Confidential Information of the respective other party as confidential and not to disclose such information to third parties unless expressly permitted or required for the fulfillment of obligations and exercise of rights under this Framework Agreement. Each party may share the Confidential Information of the other party with its employees, agents, or contractors, provided that such individuals have a legitimate interest in knowing the Confidential Information and are themselves appropriately bound by confidentiality obligations.

11.3 These confidentiality obligations do not apply to information that: (i) becomes publicly known without fault of the receiving party; (ii) was already known to the receiving party prior to receipt of the Confidential Information; (iii) is lawfully received by the receiving party from a third party without breach of a confidentiality obligation; or (iv) is developed independently by the receiving party without use of the disclosing party's Confidential Information. Either party may also disclose the other party's Confidential Information to the extent required by law or court order, provided that the disclosing party notifies the other party in advance (to the extent legally permissible).

§ 12 Amendments to These Terms of Use and the Service Description

12.1 Superscale reserves the right to update these Terms of Use and/or the service description, as necessary, to (1) reflect changes in the services used or in business operations, such as when Superscale adds (or removes) services, features, or technologies; (2) comply with legal, regulatory, or security requirements; or (3) prevent abuse or harm. Any amendment shall be permitted only with respect to provisions affected by such changes, and not to those unaffected.

12.2 If Superscale amends these Terms of Use or the service description, Superscale shall notify the customer by email at least 30 days prior to the effective date of the changes. Along with the notice, Superscale shall provide the customer with the new version of the Terms of Use and highlight significant changes in bold. The notice will also specify the effective date of the changes, the applicable time limit, and the consequences of not objecting to the changes.

12.3 Provided the changes do not affect material contractual obligations, including remuneration, and do not significantly alter the balance of rights and obligations in favor of Superscale, the customer's consent to the changes shall be deemed granted if the customer does not object to the changes within a reasonable period prior to their effective date. This does not apply if the customer can prove, for example, that they were prevented from objecting due to illness.

12.4 Following the notification of changes, the customer may withdraw from the agreement within 30 days or reject the changes—if the changes are rejected, they shall not apply to that customer. Superscale reserves the right in such a case to limit the customer's usage scope of Superscale.ai.

§ 13 Use of Customer Information on the Website

Superscale is entitled to use the customer's name and logo on its website and in its marketing materials unless the customer expressly objects. This includes, without limitation, the use of the customer's name and logo in presentations, brochures, and other promotional materials.

§ 14 Miscellaneous

14.1 The parties may only transfer the rights and obligations under this Framework Agreement to a third party with the prior written consent of the respective other party.

14.2 The exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms of Use shall be Kassel, Germany. The contract shall be governed exclusively by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

14.3 These Terms of Use shall remain binding in all other respects even if individual provisions are found to be legally invalid. In place of the invalid provisions, the applicable statutory provisions shall apply, where available.

Last updated: April 4, 2025