Effective date: December 21, 2023
Thank you for using modelweaver!
This terms and conditions agreement (“Terms”) applies when you use information and services provided modelweaver, its affiliates and duly authorized representatives (collectively designated as “modelweaver”), including our application programming interface (“API”), software, tools, developer services, data, documentation, and websites (“Services”). The Terms include these service terms and other documentation, guidelines, or policies we may provide in writing. By using our Services, you agree to these Terms. Our Privacy Policy explains how we collect and use personal information.
Before using these Services, please read this agreement carefully. Please do NOT use these Services, if you either do not agree to, or otherwise feel uncomfortable with, adhering to the Terms stated herein. We reserve the right to change these Terms from time to time, at Our sole discretion. Any changes to these Terms become effective immediately upon pulication on our website. It is of your responsibility to remain informed at all times about the most current revision of these Terms.
Please reach out via e-mail at crm@modelweaver.com for any enquiries about either our Terms or Services, or contact us at our registered office address:
modelweaver – Gesellschaft für Digitale Betriebswirtschaft
Felix Zickermann
Auf d. Seif 15
61462 Königstein
1. Registration and Access
If you are under 18 you must have your parent or legal guardian’s permission to use the Services. If you use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf. You must provide accurate and complete information to register for an account. You may not make your access credentials or account available to others outside your organization, and you are responsible for all activities that occur using your access credentials.
2. Acceptable Use
(a) Use of Services. You may access, and we grant you a non-exclusive right to use, the Services in accordance with these Terms. You will comply with these Terms and all applicable laws when using the Services. We and our affiliates own all rights, title, and interest in and to the Services.
(b) Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements. If you provide any of these things, we may use it without restriction or compensation to you.
(c) Restrictions. You may not (i) use the Services in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse engineer, reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code, application logic, or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law); (iii) use output from the Services to develop models that compete with modelweaver; (iv) except as permitted through Our websites and API, use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction; (v) represent that output from the Services was human-generated when it is not or otherwise violate our Usage Policies; or (vii) buy, sell, or transfer API keys without our prior consent. You will comply with any rate limits and other requirements in our documentation. You may use Services only in geographies currently supported by modelweaver.
(d) Third Party Services. Any Third Party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for Third Party products.
3. Content
You may provide input to the Services (“Input”), and receive output generated and returned by the Services based on the Input (“Output”). Input and Output are collectively “Content.”
As between the parties and to the extent permitted by applicable law, you own all your Input. Subject to your compliance with these Terms, you may use Content for any lawful purpose, including commercial purposes such as sale or publication, except for if your modelweaver subscription qualifies as ‘not-for-profit’ or ‘academia’, in which case you may not use Content for commercial purposes. You are responsible for your use of Content, including for ensuring that it does not violate any applicable law or these Terms.
modelweaver may use Input to provide and maintain the Services, comply with applicable law, and enforce Our policies. You assign to modelweaver, irrevocably and free of charge, the exclusive right to use Input, on an anonymized basis, to further develop and make available as part of Our Services any information products and data analytics as integral part of Output production.
4. Fees, Taxes, Payments
Subscription and Fees.
(a) Subscription Plans. By subscribing to our services, you agree to pay all applicable fees associated with the subscription plan you selected on our subscription portal.
(b) Payment Services Provider. The subscription portal is operated by Chargebee, an independent payment services provider. By using the subscription portal, you acknowledge and agree that any payment information provided will be subject to Chargebee’s terms of service and privacy policy. We do not store or process any payment information directly, and you are solely responsible for reviewing and accepting the terms of service and privacy policy of Chargebee.
(c) Fee Changes. We reserve the right to modify our subscription fees at any time. Any changes to fees will be effective upon renewal of your subscription.
(d) Payment Authorization. You authorize us and/or Chargebee, as applicable, to charge the designated payment method for all fees incurred in connection with your subscription. If your payment cannot be completed, We will provide you written notice and may suspend access to the Services until payment is received.
(e) Cancellation and Refunds. You may cancel your subscription at any time, with immediate effect. Payments are nonrefundable except as otherwise provided for by these Terms.
(f) Taxes. Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”). You are responsible for all Taxes associated with your purchase, excluding Taxes based on Our net income, and We may invoice you for such Taxes. You agree to timely pay such Taxes and provide Us with documentation showing the payment, or additional evidence that We may reasonably require. modelweaver uses the name and address in your account registration as the place of supply for tax purposes, so you must keep this information accurate and up-to-date.
(g) Disputes and Late Payments. If You want to dispute any Fees or Taxes, please contact finance@modelweaver.com within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due may be subject to a finance charge of 1.5% of the unpaid balance per month. If any amount of your Fees are past due, We may suspend your access to the Services after We provide you written notice of late payment.
(h) Free Tier Access. If you are granted free access to our Services, you agree not to create multiple accounts to exploit credits provided in the free tier. This free access does not confer subscription rights. We reserve the right, at our sole discretion, to cease providing free access to the Services at any time.
(i) Platform Credits. In as much as Our subscription plans confer a certain number of credits or usage tokens (“Platform Credits”), the access to Services is restricted both by the subscription term and the number of Platform Credits available to the User.
Platform Credits have a bearing on computing and storage resources effectively required by a User when accessing our Services, and are debited from the User subsciption account, accordingly. Platform Credits are implemented in order to make access to Our Services affordable to a larger number of users.
The subscribed for number of Platform Credits is credited to a User’s subscription account at the beginning of a billing term. Unused Platform Credits expire at the end of each billing term.
Region specific pricing and individual rates.
Individually agreed rates supersede generic subscription rates and country fee schedules. Country fee schedules supersede regional fee schedules. In as much as regional fee schedules apply, ‘Americas’ will mean the American continent, ‘Europe’ will mean any member country of the European Monetary Union, ‘EMEA’ will mean any country within the range of time zones of any European country, and APAC will mean countries between the EMEA and Americas time-zones.
If your organization does not allow online ordering or has special needs regarding vendor registration, legal terms or taxation, please have your preferred vendor or reselling agent approach Us in order to facilitate making Our services available to you (additional fees may apply).
Crowdfunding.
In as much as the term “crowdfunding” applies to our Services, any cash payments We receive under a crowdfunding programme We launched (CROWDFUNDING) will be treated as governed by the Terms explicitely specified for such programme. In no event however will CROWDFUNDING be refunded, even if not used up in subscriptions or in the event Our SERVICES are discontinued.
Donations.
In as much as the term “donation” applies to our Services, any cash payments We receive bare of any commercial obligation (DONATION) do not confer any rights whatsoever to Our website / Our SERVICES or any services rendered by Our professional network or any other Third Party. Any received such payments are deemed final and will not be refunded.
Payments through PayPal or other payment agents or intermediaries.
You explicitely agree not to charge back or request refund on any payment you made through Chargebee, PayPal, Patreon, other agents or intermediaries, or any of its affiliates, as applicable. All such payments are final.
5. Confidentiality, Security and Data Protection
(a) Confidentiality. You may be given access to Confidential Information of modelweaver, its affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any Third Party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means nonpublic information that modelweaver or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a Third Party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to modelweaver and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.
(b) Security. You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact modelweaver and provide details of the vulnerability or breach.
(c) Processing of Personal Data. If you use the Services to process personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law. If you will be using Our Services for the processing of “personal data” as defined in the GDPR or “Personal Information” as defined in CCPA, please contact Us to request a formal Data Processing Addendum.
6. Term and Termination
(a) Termination; Suspension. These Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of the Services and Content. We may terminate these Terms for any reason by providing you at least 30 days’ advance notice. We may terminate these Terms immediately upon notice to you if you materially breach Sections 2 (Usage Requirements), 5 (Confidentiality, Security and Data Protection), 8 (Dispute Resolution) or 9 (General Terms), if there are changes in relationships with Third Party technology providers outside of our control, or to comply with law or government requests. We may suspend your access to the Services if you do not comply with these Terms, if your use poses a security risk to us or any Third Party, or if we suspect that your use is fraudulent or could subject us or any Third Party to liability.
(b) Effect on Termination. Upon termination, you will stop using the Services and you will promptly return or, if instructed by us, destroy any Confidential Information. The sections of these Terms which by their nature should survive termination or expiration should survive, including but not limited to Sections 3 and 5-9.
7. Indemnification; Disclaimer of Warranties; Limitations on Liability
(a) Indemnity. You will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your Content, products or services you develop or offer in connection with the Services, and your breach of these Terms or violation of applicable law.
(b) Disclaimer. THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.
(c) No Financial Advice or Securities Trading Proposition. INFORMATION AVAILABLE FROM Our Services SHALL IN NO WAY BE CONSTRUED INTO CONSTITUING AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES AND SHOULD NOT BE RELIED UPON IN CONNECTION WITH ANY INVESTMENT DECISION. We are not a Registered Investment Advisor, Broker/Dealer, Financial Analyst, Financial Bank, Securities Broker or Financial Planner. The Information is not intended to be and does not constitute financial advice or any other advice, is general in nature and not specific to you. Before using Our information to make an investment decision, you should seek the advice of a qualified and registered securities professional and undertake your own due diligence. None of the information on Our Site is intended as investment advice, as an offer or solicitation of an offer to buy or sell, or as a recommendation, endorsement, or sponsorship of any security, company, or fund. We are not responsible for any investment decision made by you. You are responsible for your own investment research and investment decisions.
(d) Limitations of Liability. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED EUROS (EUR 100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8. Dispute Resolution
YOU AGREE TO THE FOLLOWING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:
(a) You and modelweaver agree to try and resolve any past or present claims relating to these Terms or our Services through final and binding arbitration, to the extent provided for by applicable legislation, which is to be performed by an arbitration agent to be appointed at modelweaver’s discretion.
(b) Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against modelweaver, you agree to try to resolve the dispute informally by sending us notice at
dispute-resolution@modelweaver.com of your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within 90 days, you may bring a formal proceeding. Any statute of limitations will be tolled during the 90-day resolution process.
If you reside outside the EU, the European Commission provides for an online dispute resolution platform, which you can access at
https://ec.europa.eu/consumers/odr.
(c) NO CLASS ACTIONS. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.
(d) Mass Filings. If, at any time, 30 or more similar demands for arbitration are asserted against modelweaver or related parties by the same or coordinated counsel or entities (“Mass Filing”), the arbitration agent will be instructed to randomly assign sequential numbers to each of the Mass Filings. Claims numbered 1-10 will be the “Initial Test Cases” and will proceed to arbitration first. The arbitrators will render a final award for the Initial Test Cases within 120 days of the initial pre-hearing conference, unless the claims are resolved in advance or the parties agree to extend the deadline. The parties will then have 90 days (the “Mediation Period”) to resolve the remaining cases in mediation based on the awards from the Initial Test Cases. If the parties are unable to resolve the outstanding claims during this time, the parties may choose to opt out of the arbitration process and proceed in court by providing written notice to the other party within 60 days after the Mediation Period. Otherwise, the remaining cases will be arbitrated in their assigned order. Any statute of limitations will be tolled from the time the Initial Test Cases are chosen until your case is chosen as described above.
(e) Severability. If any part of this Section 8 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow Mass Filing or class or representative arbitration, this Section 8 will be unenforceable in its entirety. Nothing in this section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator.
9. General Terms
(a) Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between you and modelweaver or any of modelweaver affiliates. modelweaver and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.
(b) Use of Brands. You may not use modelweaver’s or any of its affiliates’ names, logos, or trademarks, without our prior written consent.
(c) Brand Display. By using modelweaver, you grant permission for the display of your logos and trademarks as promotional references. If you wish to opt-out of this practice, please contact us in writing at the contact address first given above to express your preference. We will make reasonable efforts to accommodate your request.
(d) Copyright Complaints. If you believe that your intellectual property rights have been infringed, please send notice to Our address first given above. We may delete or disable content alleged to be infringing and may terminate accounts of repeat infringers.
Written claims concerning copyright infringement must include the following information:
- A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed upon;
- A description of where the material that you claim is infringing is located on the site;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
(e) Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization.
(f) Modifications. We may amend these Terms from time to time by posting a revised version on the website, or if an update materially adversely affects your rights or obligations under these Terms, we will provide notice to you either by emailing to the email associated with your account, or by providing an in-product notification. Those changes will become effective no sooner than 30 days after we notify you. All other changes will be effective immediately as of the date first written above. Your continued use of the Services after any change means you agree to such change.
(g) Notices. All notices will be in writing. We may notify you using the registration information you provided or the email address associated with your use of the Services. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. modelweaver accepts service of process at the contact address first given above.
(h) Waiver and Severability. If you do not comply with these Terms, and modelweaver does not take action right away, this does not mean modelweaver is giving up any of our rights. Except as provided in Section 8, if any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.
(i) Export Controls. The Services may not be used in or for the benefit of, exported, or re-exported into any countries embargoed by (i) the Federal Republic of Germany, (ii) any other State of the European Union, (iii) States of the European Free Trade Association (EFTA), or (iv) the United States of America (collectively, the “Embargoed Countries”) or any other restricted party lists (existing now or in the future) identified by the responsible authorities (collectively, “Restricted Party Lists”). You represent and warrant that you are not located in any Embargoed Countries and not on any such Restricted Party Lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.
(j) Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to modelweaver and its affiliates, and modelweaver shall have the right to seek injunctive relief against you in addition to any other legal remedies.
(k) Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and modelweaver regarding the use of the Services and, other than any Service specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and modelweaver on that subject.
(l) Jurisdiction, Venue and Choice of Law. These Terms will be governed by German law and regulations. Rule of court is Frankfurt am Main, Germany. Except as provided in the “Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of Frankfurt am Main, Germany.