In order to use the Platform, you must agree to these Terms of Use and our Privacy Policy, which can be found on our website at www.tucan.ai/agb or https://www.tucan.ai/privacy/ .

If you do not agree to these ToU, please delete your account with us and do not use our Platform, as by continuing to use the Platform, you also shall be deemed to having irrevocably agreed to these ToU.

1. Tucan offer

1.1 Our services offered

We have developed the Tucan Platform to 

1. provide you with a fast and efficient way to convert audio to text via our speech recognition algorithm, 

2. provide automatic summaries and evaluations for your conversations and texts, and

3. analyze, evaluate and categorize texts (the results of this processing are hereinafter referred to as “Result” or “Processed Content”). 

We offer the following products via our Platform:

1. (i) uploading audio files in various formats to our Platform, (ii) the creation of automated transcriptions of audio files uploaded via our Platform, (iii) an editor that allows you to review and correct the content of the transcriptions, and (iii) the ability to export and share the transcripts of your audio files in various formats. (“Transcription offer“)
   
   

2. (i) a recording tool for your meetings (“Tucan Bot”), (ii) a way to schedule and organize meetings via our Platform, (iii) to upload audio files in various formats to our Platform, (iv) to create summaries and analyses of these audio files (collectively “Meeting Summaries”) (v) an editor, with which you can review and correct the content of the transcriptions and meeting summaries (collectively “Meeting Recording”), (vi) an overview of all your Meeting Recordings, (vii) the possibility to summarize and analyze several Meeting Recordings at once and (viii) the possibility to export and share the Meeting Recordings of your audio files in different formats. (“Meeting offer“)
   
   

3. (i) an option to upload Excel or SPSS files of quantitative market research studies, (ii) to code the uploaded study data according to an uploaded code plan, or (iii) to create a code plan based on the uploaded study data, (iv) to code the study data according to the code plan generated by us, (v) an overview of the coded results and (vi) the option to export the coded study data as an Excel or SPSS file. (“offer quantitative analysis”)
   
   

4. (i) The possibility to upload Meeting Recordings of qualitative studies, (ii) to have them analyzed according to a questionnaire, and (iii) to export the results as an Excel file (“offer qualitative analysis”).
   
   

5. (i) The possibility to upload text files in various formats to our Platform or to import them via API, (ii) to create summaries and analyses of these texts and to have the texts evaluated according to questionnaires (collectively “Text Summaries”), (iii) to see the appropriate source information for these Text Summaries in order to be able to doublecheck the generated results. 

(1.1.a to 1.1.e are hereinafter also referred to as “Product” or “the Products” )

1.2 Other products and services

Other services, such as in particular consulting, support, individual development or implementation, or training services, shall be owed by Tucan only upon expressed written individual agreement. 

If provided, specifically if a product or service is developed for the individual use of a User, all rights for such products or services shall be reserved by Tucan and these Terms of Use shall equally apply to them. 

1.3 API 

1.  With a corresponding individual agreement, we will provide you with the corresponding access data for our API.
   
   

2. The API enables you to use the technical infrastructure operated by us to automate the processing of your content by transferring content to the technical infrastructure. Tucan processes the content in accordance with the individual agreement made with you, these Terms, a service description agreed with you, and the respective API documentation.

However, we cannot ensure or guarantee the completeness, correctness or accuracy of the API responses or the processed content. In particular, we do not guarantee the accuracy of the results generated by the automated processing. The results generated are designed to assist but in no way shall they substitute independent review and control by the Client.

3. We may also provide you with process or code examples (hereinafter collectively referred to as “Code Examples“) at our discretion. Code Samples are provided free of charge and are not Products which are paid for. They are provided in electronic form and can be downloaded from a dedicated website. We are under no obligation to continue developing Code Samples or to keep them functional or available at all times. Code samples are unsuitable for production environments and provided only for educational purposes.
   
   

4. In particular, with regard to the ongoing development of the API, we may introduce new versions of the API with additional or different functionality. In addition, we may discontinue outdated versions of the API, provided that the discontinuation is reasonable in consideration of our and your interests. We will inform you of such a discontinuation in writing (e-mail is sufficient) at least four (4) weeks before the discontinuation takes effect. Similarly we will inform you about updates to the API by e-mail and via our API documentation website.

1.4 On-premise installation

1. An installation of our software on your servers (hereinafter referred to as “on-premise“) must be agreed with you in writing and in an individual agreement. If we have not done so explicitly, there will be no on premise installation of our software.

2. On-premise installation of our software does not mean any greater rights of the User or greater rights to our Products for the User, other than the agreed installation on-premise for the agreed purposes and for the agreed duration of our contract with you.

3.  If on-premise is agreed, you undertake 

1. to give us free access to your server whenever needed by Tucan, specifically for technical or billing purposes but at least once every three months and at any rate in order to allow us to install updates for our software installed on your servers, 

2. to provide us with free of charge technical support when installing the updates, and 

3. to send us a monthly report on the use of the software automatically generated by the installed software for billing purposes (by e-mail is sufficient);

4. subject to maintaining confidentiality to allow us remote access for purposes of supervising our contract; and

5. to promptly remove without back copies all and any of our Products, software or algorithms from your systems upon any ending of our contract and to allow us to inspect and verify your wheresoever facilities and systems with a view to securing the full compliance herewith.  

2. Who may use our Platform

Our offer is aimed exclusively at companies (the “Clients”). If you use Tucan for your company, you confirm that you have the right to agree to these ToU both for yourself and for your company and that the results obtained and the services used will only be for the sole benefit of the Client who is the contractual partner of Tucan. 

3. Registration and accounts

3.1 General

1. Unless agreed otherwise, you may grant access to the Products to any number of your employees, employees of your affiliates, freelancers, or service providers (collectively, “Users”) at your sole discretion, provided

1. all and any technical limitation agreed shall be observed; and 

2. each such User has confirmed to you that (a) he/she understands the agreed confidentiality and limitations of use of our Products, (b) that they are bound towards Tucan by confidentiality and (c) that Client shall be responsible for each User’s using the Products solely in accordance with these ToU and the contract agreed with the Client.

2. You are entirely liable for the use of the Products by all and any User. You shall promptly notify us of any suspected misuse by any User or alleged breach of this Contract and cooperate with us in the investigation of any such breach and in any action taken by us to enforce this Contract.

3. In order to access most of the Platform’s functions, you must register on our Platform. When you register, you may be required to provide us with some personal information, such as your name, email address, and the name of your organization. If you wish to designate individual users to access and use the Platform under your account (hereinafter referred to as “Authorized Users”), you may also be required to provide us with some information about such Authorized Users (e.g., name and email address). You agree that the information you provide to us is accurate and that you will keep it accurate and up to date at all times, and that you have all necessary rights and permissions to provide such information. You assume responsibility for all activities that occur under your account. If you believe that your account is no longer secure, you must notify us immediately at team@tucan.ai.
   
   

4. We can also agree on other registration, login or identity solutions with you by individual agreement. For these, 3.1. shall apply accordingly. 

3.2 Authorized users

1. You are responsible for 

1. identifying all of your Authorized Users, 

2. approving your Authorized Users’ access to the Platform and establishing appropriate access controls in connection with your account, 

3. preventing unauthorized access by your Authorized Users, 

4. determining the scope of Authorized Users’ permissions, and 

5. for all activities that occur under your Authorized Users’ user-names or accounts as a result of your Authorized Users’ access to and use of the Platform. 

2. If an Authorized User has received credentials to access and use the Platform from you or otherwise accesses the Platform, the Authorized User thereby acknowledges and agrees that his/her access to the Platform is subject to the agreement between Tucan and you. Tucan reserves the right to individually terminate for no grounds, at Tucan’s sole and free discretion access rights of any User. Tucan shall have no liability to any User but only to the Client under the Contract agreed with the Client and no liability shall ensue from any such deletion or termination of some or all Users.
   
   

3. By allowing access to or nominating a User for the use of any Product, Client undertakes that it shall have secured all and any necessary consents from any User it permits access to the Platform or use of any Product and that it shall hold Tucan fully harmless for all and any claims of any User, including for data privacy.

4.  Any User’s account may be identified by Tucan to the Client, Tucan may also transfer any User’s account to the Client’s account and/or restrict or terminate access to User account. 

4. Costs and payment modalities

4.1 General

Tucan charges flat fees, recurring monthly license fees or per user/document fees. Unless specifically and expressly agreed otherwise the payment terms of these Terms of Use shall apply. 

Flat-rate fees agreed for certain functions of the Platform shall be paid to Tucan in advance in full at the beginning of a license period unless installments shall have been specifically agreed.

Recurring monthly license fees are due for payment at the beginning of each month of the license period. 

If fees have been agreed for a certain maximum number of users or a certain volume/number of documents/recordings per license period, your use in excess of the maximum in this license period is not permitted and will , amongst alia, be charged in accordance with this Contract (see in particular 4.2.); any reduced use per license period does not entitle you to a (pro rata) reimbursement of fees or cost.

On-line or personal time of managers and technicians of Tucan, including for consulting, troubleshooting and error finding and removing which Client shall order or demand, shall be charged at hourly rates to the extent exceeding agreed project monitoring time. Hourly rates shall be charged at minimum increments of 15 minutes and at net hourly rates of EUR 350,- for managers and EUR 280,- for technicians.  

4.2 Price and Termination 

1. We may, at our sole discretion, provide you with a paid trial subscription for selected products (hereinafter referred to as “POC-Period” or “Trial Period“).
   
   

2. After the Trial period, if you continue to use any of the Products without any specific written agreement for such continued use, subject to Tucan’s other rights in such case (including without limitation cease and desist) you will be charged at twice the Agreed Monthly Price. 

3. If monthly installments and a lump sum have been agreed for a Trial Period that is longer than one month, the agreed monthly price shall be deemed to be the proportionate price (hence, if eg a lump sum of EUR 45.000,- has been agreed for a Trial Period of three months, the Agreed Monthly Price shall be deemed EUR 15.000,- ) .

4. All fees and agreed prices are quoted in Euros and are agreed exclusive of and shall be billed by Tucan together with (plus) all where- and whensoever applicable taxes, fees and duties, such as, in particular, German VAT at the applicable rate. All fees and prices are non-refundable. 

5. All amounts are to be paid in full, free from any set off and hold back, in the currency shown on the invoice. You shall bear all bank and transfer fees that may be incurred as well as any costs for currency conversion. Payment shall deemed effected when received on Tucan’s Berlin bank account.
   
   

6. Tucan may, at its sole discretion, make (promotional) offers to any of its customers, for example, with different features or different prices than those agreed upon with you. These offers, unless they are addressed to you, do not apply to your offer or to this agreement.
   
   

7. Unless specifically agreed otherwise in writing in individual cases, recurring license fees (plus any taxes, surcharges etc) are agreed on a monthly basis and shall be due for payment monthly, in advance on the first day of each month, starting on the beginning of the license period. If lump sum license fees are agreed, in the absence of another written agreement the entire license fees (plus any taxes and surcharges etc) shall be due in full at the beginning of the license period. Fees per user/document shall be charged monthly in advance on the basis of the maximum permitted number of users/documents agreed, unless agreed specifically otherwise in an individual case.
   
   

8. If you are in default with a payment to us for any reason whatsoever, interest on arrears in the amount of 9% above the 3-month Euribor applicable at our registered office is agreed in addition to all other legal remedies to which we may be entitled by law or Contract (including specifically discontinuation of allowing access to the Platform).

9. If a license has been granted to you (i) for a specific number of Authorized Users and/or (ii) a specific number of documents/recordings to be processed and any of those agreed numbers are exceeded for whatsoever reason, subject to any other rights available to Tucan in such case (including without limitation early termination for grounds) you shall at any rate pay for any such excess per exceeding User or Document/Recording for each commenced month of exceeding use the higher of (i) 1% of the agreed monthly license fee or (ii) EUR 190,- .  

4.3 Changes to products and termination 

1. We reserve the right, temporarily or permanently, to change, amend or discontinue the offer and the Platform at any time (including by restricting or discontinuing certain functions of the Platform).

2. We are constantly improving our offer for you. We will endeavor to inform you in good time, but cannot guarantee this. We accept no liability for any changes to the offer or discontinuation of the offer, the Platform or parts of the offer.

3. We reserve the right to adjust the prices and services for Platform licenses from time to time if a valid reason requires such changes, which changes shall apply to your contract as from the beginning of the next calendar month after the price change has been announced. 

Such a reason exists, for example (but not exclusively), if the adjustment or change is necessary (i) to implement changed technical requirements such as a new technical environment or other urgent operational reasons or (ii) to implement changed legal requirements or jurisdiction or (iii) to adapt to changed market conditions, or (iv) if the changes and adjustments are made for the benefit of the customer, e.g. to improve user-friendliness or security (not an exhaustive list of valid reasons). During specifically agreed Trial Periods, no price changes shall be allowed. 

In case (i) the price change announced by Tucan is an increase of price of more than 12% or if a change affects the access to or usability of the Products for you more than insignificantly and (ii) a fixed term with no rights for you to terminate with effect prior to the end of such term has been agreed, you will have a one time extraordinary right to terminate the agreement to the end of the next following calendar month after the month of the notification of the price change. To exercise this right of extraordinary termination, please send us an e-mail to team@tucan.ai stating the reason for termination. If you make no use of such right to extraordinary termination, the terms of the agreement (at the increased price and otherwise unchanged) shall apply.

4. If a change relates exclusively to time-critical security updates, functional enhancements, only insignificant components of the products (such as design or presentation changes) or is not a change within the meaning of section 4.3.c, we will inform you clearly and comprehensibly about the change within the Platform. In all other cases, we will inform you of the respective adjustment or change clearly and comprehensibly at least one month in advance by sending an e-mail to the administrator e-mail address stored in your account (hereinafter referred to as “change notification”). The Change Notice contains the characteristics and the time of the change or adjustment as well as your rights and the legal consequences of your silence as described in sections 4.3.c to 4.3.e below.
   
   

5. If you continue to use or have access to any of the Products after the expiry of your contract you shall be required to pay to us double the Price agreed for any commenced periods of use of or access to any Product after the Contract shall have lapsed. Payment shall not make the use after the expiration of the notice period legitimate and all other claims of Tucan including without limitation for a cease and desist or to bar you from the use of any Tucan Products and services shall apply irrespectively and in addition to the payment in accordance with this sub paragraph e)

6. These Terms apply accordingly to all changes and to the products in the version amended by the changes.

4.4 Payment processing, invoicing, granting of rights

1. You authorize Tucan and its third party payment processors to charge and debit all amounts for orders placed by you and licenses ordered by you as described in these ToU or published by Tucan, including all applicable taxes, according to the payment method specified in your account or agreed upon by individual agreement. If, in addition to any (German) VAT other taxes shall be imposed wheresoever on our services or products, you shall be responsible for paying them and shall indemnify and hold harmless Tucan for any such taxes. You will also solely remain responsible for the payment of any taxes (such as for example sales tax or VAT) in your jurisdiction.

2.  Debit orders are irrevocable for the duration of this Contract. If you pay for your licenses or orders with a credit card, Tucan or its third party payment processors may obtain a pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit to cover your purchase. All credit card charges, if any, are to be borne by you.
   
   

3. Unless agreed otherwise in writing, invoices of Tucan shall be due for payment net of any set off and hold back and free from any bank charges or cost within 5 German workdays of issuance.
   
   

4. Unless otherwise required by law, all invoices will be provided to you exclusively in digital form (e.g. as PDF files by e-mail to the invoice e-mail address provided by you or for you to retrieve in your customer account).
   
   

5. We reserve the right to block your access to our Platform or API if you have not paid any part of remuneration due to us for longer than 14 days or within 5 workdays after receipt of our payment reminder (by e-mail is sufficient). If you settle all outstanding claims, we will restore your access immediately, at the latest within three (3) working days after full payment has been received in our account. 

6. In addition to the payment due, we may charge your account or your organization’s account for any necessary fees or costs incurred in a chargeback or collection of a due but unpaid amount, including collection fees.
   
   

7. We may restrict, suspend or terminate your access to the Platform if you have obtained access to the Platform through a third party licensee and the licensee has not paid any license fees due. 

4.5 Your licenses

1. Access to certain areas of the Platform may be subject to automatic recurring payments (“Licenses”) or one-time payment (“One-Time License”). If you book one or more Licenses, you authorize Tucan or our third party payment processors to charge all amounts due on the payment due date for all Licenses booked by you on an ongoing basis and periodically until termination of the agremeent. If you book a one-time license, you authorize Tucan or our third party payment processors to charge all amounts due on the payment due date.

2. The “Billing Date”, if any has been agreed, is the monthly or annually recurring calendar day on which you purchase your first license or otherwise the due date on the invoice issued to you. When booking one or more licenses, your account will automatically be debited on the Billing Date with all applicable license fees and taxes for the next license period, which, depending on the selection agreed with us, may be one month or one year (hereinafter “License Period”). Unless otherwise agreed in individual cases, your license will be automatically renewed at the end of the License Period for the same period of the selected License Period, unless you terminate your licenses or we terminate them. 

3. If you book additional licenses during the license period, you will be charged a pro rata license fee for these licenses in the remaining current license period. You must cancel your booked licenses prior to renewal to avoid your account being charged the next periodic license fee. Tucan or our third-party payment processors will charge you the periodic license fee via your chosen payment method. You can upgrade, change or cancel your licenses on the settings page of your account with Tucan or by contacting us at team@tucan.ai. 

4. If you book a one-time license, the “Billing Date” is the calendar day of your booking. Your account will automatically be debited with all applicable license fees and taxes on the billing date. In this case, your license will not be automatically renewed and we will not debit your account again unless you book additional licenses or one-time licenses.

5. Your rights

5.1 Scope of the license

Subject to your purchase of one or more licenses and your full and continued compliance with these Terms of Use, we grant you a highly personal, worldwide, non-transferable, non-sublicensable, non-exclusive, revocable license to use our offering on the Platform and to use your results generated through our offering; at any rate your right of use will in addition be limited by the agreed individual Contract.

5.2 License restrictions

1. You may not (a) reproduce, distribute, publicly display or publicly perform the Platform or any underlying technology; (b) make modifications to the Platform; (c) interfere with or circumvent any feature of the Platform, including any security or access control mechanisms; (d) access the Platform or use the Service in violation of any use restrictions or other restrictions associated with the scope of the license you have purchased. If you are prohibited from using the Platform under applicable law, you may not use the Platform. In addition, you may not violate the Code of Conduct in Section 7 of these ToU .
   
   

2. From time to time, we may restrict your access to some parts of the Tucan Platform or the entire Tucan Platform for error correction or to perform a software update. We will use reasonable endeavors to correct problems and errors in the Tucan Platform as quickly as possible, but we cannot guarantee that your data will be processed without disruption or error.

5.3 Rights to the Platform

The Platform is owned and operated by Tucan.ai GmbH (“Tucan”). All graphics, designs, information, data, computer code (including source code and all object code), products, software, services and all other elements of the Platform (“Elements”) provided directly or indirectly by Tucan are protected by copyright and other laws and are the sole property of Tucan.ai GmbH. All Elements contained in the Platform are the sole property of Tucan or its third party licensors. We reserve all rights in the Components not expressly granted to you in these Terms or in writing. You irrevocably agree not to use, reverse engineer and/or compete directly or indirectly with the services of Tucan.ai GmbH or to support third parties in any way other than as explicitly agreed under the Contract, whether during or after the duration of this agreement.

6. Your contents

6.1 Rights to the content & granting of rights

1. You retain all ownership rights in all content that you upload to the Platform and that is processed by us (collectively, “Data“). You grant us a worldwide, non-exclusive, royalty-free right (with the right to sublicense) to host, store, transmit, display, perform, reproduce, modify, export, process, transcribe, transform and duplicate your Data, in whole or in part, for the sole purpose of performing our contractual obligations to you and operating our Platform and improving our services to you. You can delete your content from your account at any time. If this has been agreed with you in individual cases, your Data can also be automatically deleted after the expiry of a period specified by you if this does not conflict with any statutory retention period. We will permanently delete content after the statutory retention period at the latest. After deletion, we will not keep any records of any deleted Data, and we can no longer recreate the Data.

2. You are solely responsible for your content, in particular for ensuring that it, its processing on our Platform and its use do not violate legal provisions or give rise to claims by third parties. You understand that the processing of your Data is automated and you also acknowledge that we have no obligation to verify or review any Data that you or your Authorized Users upload, in particular for its compliance with the law. Should any claim ever be raised against us by any third party for processing, transcribing, transmitting, copying uploading or otherwise using Data, you will fully indemnify and hold harmless Tucan, its officers and directors. 

3. We will only specifically access your Data

1. if and to the extent necessary to detect and correct technical errors that are likely to jeopardize the availability of the Platform or our API or

2. if you request us in writing (by email is sufficient) to access your Data or results (e.g. to review a processed content). Access to your Data and/or Processed Data will only be granted in individual cases in a logged process to selected Tucan employees who are bound to confidentiality and after approval by the Tucan management;

provided that nothing contained herein shall restrict or limit Tucan’s right and ability to conduct the services and deliver the Products as agreed herein. Specifically, and without limiting the above we are entitled to create and retain access logs for billing, security and statistical purposes. Such access logs may include data or contain metadata of API requests, such as the time of the API request and the size of the content transferred. 

6.2 Access to your content by third parties

At your request we may enable you to share your content, the processed content with other users of the Platform and with third parties who do not use Tucan, in whole or in part (hereinafter referred to as “Share-Function”). 

You acknowledge and agree that although we may provide you with this Share-Function (for which you may or may not have to pay in addition), you remain solely responsible for the content you share. Tucan assumes no responsibility for any consequences and/or damages arising from your use of the Share-Function, but you warrant to us that you have all necessary rights to your content; and you will, at our request, fully indemnify and hold us harmless from and against any third party claims based on your content, should such claims of any kind be asserted against us.

6.3 Granting rights to authorized users

By making Data or content available through the Platform to other Authorized Users of the Platform or third parties, you grant such users a non-exclusive right to access, use, modify and reproduce such Data or content as permitted by these Terms of Use and the functionality of the Platform.

6.4 Feedback 

If you choose to provide us with any suggestions or proposals for improvements to the Platform (“Feedback”), you hereby grant Tucan an unrestricted, perpetual, irrevocable, non-exclusive, royalty-free license to use the Feedback in any manner and for any purpose, including improving its services and Products and creating new products and services. If we implement your points in part or in full, this will not give rise to any claim or right for you unless we agree otherwise in writing in advance.

6.5 Content with third-party voice recordings 

Among other things, Tucan offers you the option of uploading recorded conversations and transcribing them via the Platform. Depending on your location, laws vary regarding your responsibility to inform recorded persons of such a recording and use of the conversation in advance. Please inform yourself in advance about the legal requirements of your location for the recording of conversations and such use as contemplated herein. You acknowledge and agree that you are solely responsible for notifying and obtaining the consent of any person in connection with any recording in accordance with applicable law and you will indemnify and hold us harmless in the event of any third-party claim against us out of or in connection with such respect.

6.6 Exclusion of liability for your content

We disclaim any liability in connection with your content. You are solely responsible for your content and the consequences of uploading your content to the Platform and will indemnify and hold us harmless should any third party make a claim against us for such content. By uploading content to the Platform, you confirm and warrant that:

1. You are the creator and rights holder of the content or have the necessary licenses, rights, consents, and permissions to upload content to Tucan, to grant Tucan the rights agreed in this Contract and in the manner provided for in these user agreements;
   
   

2. None of Your Data or content, through the use of the Platform, as provided for in these Terms, (i) infringes or misappropriates any third-party rights, including but not limited to patent, trademark, copyright, trade secret, privacy or other intellectual property or personal rights; or (ii) libel, defames or injures any other person; or (iii) causes Tucan to violate any law or regulation through your use or further processing thereof.

3. Your content is not offensive, defamatory, inflammatory, racist, pornographic, glorifying violence or war, discriminatory or otherwise unlawful or immoral, or refers or links to such content.
   
   

4. You accept that Tucan must reserve the right to refuse services or to delete, at its own sole and free discretion files or texts in part or in whole if, in Tucan’s reasonable legal opinion, there is a risk that individual provisions of this Contract, in particular this clause 6.6. are not fully complied with, even if not at fault. This shall, therefore, also apply in particular in the event and for the duration of a disagreement between us as to whether this requirement is met.

6.7 Obligation to check your content

We have no obligation to review or monitor any content uploaded to the Platform by you or your Authorized Users and are in no way responsible or liable for any Content. However, Tucan may, at any time and without prior notice, screen, remove, edit, or block any Content that, in our sole discretion, violates these Terms.

If a user or rights holder notifies us that any content does not comply with these Terms, we may investigate the allegation and decide in our sole discretion whether to remove the content, which we reserve the right to do at any time and without notice.

6.8 Use of content for training data purposes

Tucan will use your Data, uploaded content, and other information for purposes of this Contract only or to improve the plattform for you on an anonymized, no-name basis to test, fine-tune, optimize, validate, or use machine learning models unless you request us to discontinue to use your data and content further for such purposes in writing, which you may at your sole and free discretion at any point in time for as long as our agreement is in full force and effect. We will then cease from then on any further pro-active use of your Data and content, provided that it is understood that any permitted prior use shall continue to be approved by you. 

All and any improvements, rights, algorithms, and other products, whether resulting from your data or uploaded content or not, shall at any rate be Tucan’s.

6.9 Marketing

Unless you disagree in writing, Tucan may use you as a reference and list you, together with other clients and customers Tucan may choose to list as references, as a client of Tucan in marketing materials and for promotional activities, without however ever disclosing details of the Contract with or contact details of you. 

7. Behavior for the use of our offer

You hereby agree to the following code of conduct for the use of the Products and Tucan services. We also reserve the right to amend or modify this code of conduct. 

Specifically, it is forbidden on Tucan and you agree to observe, that it is forbidden 

1. To upload or otherwise create unlawful or illegal content;
   
   

2. To upload or create content that infringes the rights of third parties or causes someone else to do so (in particular patent rights, trademark rights, copyrights, trade secrets, the right to privacy, and other intellectual property rights and personal rights);
   
   

3. To upload or create content if you are not the author of the content or do not have the express permission of the author;
   
   

4. To upload or create content that is offensive, defamatory, inflammatory, racist, pornographic, glorifies violence or war, discriminatory or otherwise unlawful or immoral, or which refers or links to such content;
   
   

5. To upload or distribute viruses, corrupted files, or other harmful, destructive, or disruptive files, code, or links that refer to such;
   
   

6. To use our service in any way or take any other action that is likely to disrupt, impair, or prevent, in whole or in part, the performance of our service or use it in any other way that has a negative effect on the Platform or the user experience of other users;
   
   

7. To jeopardize the ongoing operation or the security system of the Platform circumvent security regulations, or even just try to do so or test the security system (hacking, bots);
   
   

8. To develop or use a program that interacts with our offer without our express prior consent;
   
   

9. To log in or attempt to log in under another person’s account without the consent of the account owner;
   
   

10. To use the Platform in connection with any direct or indirect commercial purpose or as a component of a commercial product or service without our express prior written consent;
    
    

11. To engage in fraudulent activities, including impersonating a natural or legal person, stating or believing a false corporate affiliation;
    
    

12. To transfer, sell or otherwise make available the access or materials granted to you under the Contract and these Terms (with the exception of authorized uses as agreed) to third parties without our express prior written consent.

8. Copyright

8.1 Contact 

1. Tucan complies with all applicable copyright laws and regulations, in particular, the German law governing copyright in the information society.
   
   

2. If you have a copyright-related complaint about uploaded content, please contact us immediately by e-mail at team@tucan.ai or by mail at
   
   Tucan.ai GmbH
   Ohmstraße 7
   10179 Berlin,
   Germany

8.2 Procedure in the event of detected copyright infringements 

We will immediately delete all accounts of users who are found to have infringed copyright and exclude them from further use of our Platform.

9 Contract term, termination, and amendment of the offer

9.1 Contract term

1. This contract comes into force when you accept these Terms and an offer made by us and/or an individual agreement that refers to these Terms.
   
   

2. The Contract is concluded for an indefinite period of time unless a fixed term has been agreed.
   
   

3. Subject to other terms and conditions agreed herein (specifically articles 4.2 (b) and 4.3 (e) of the Terms) , if you have agree a fixed term with us and continue to use some or all of our Products or services after the agreed expiration date, at the free discretion of Tucan, Tucan may declare by express written statement to you , that the Contract is thereby automatically extended into an indefinite agreement. 

9.2 Termination of contract

1. We hope that you will use our offer for a long time. However, subject to all other terms of the Contract,

1. if the agreement is concluded for an indefinite period of time, both you and we can terminate the agreement to the end of each calendar month with 30 days’ prior written notice; and 

2. if the agreement has been concluded for a definite period of time or a Trial Period and no specific agreement as to termination has been reached, no termination shall be allowed prior to (and attempted termination shall be invalid with effect prior to) the end of the agreed fixed term.
   
   

2. The right to terminate with immediate effect for important grounds, which cannot be validly excluded under the law, shall remain available to each of the Parties.

3. To be effective, you must notify us of the termination by contacting us at team@tucan.ai and informing us of (i) the termination and (ii) the effective date of the termination on which you are terminating. 

If you are terminating for important grounds you must provide the full reason for termination, otherwise you but do not have to give grounds for termination in your notice. 

If one of these elements of the notification is missing or termination is otherwise not comploiant with what has been agreed with respect to termination, it shall be ineffective and shall be deemed not to have been given. A notice of termination that is not received on time but is otherwise in due form shall take effect on the next ordinary termination date (the last day of the next license period) without any further declaration by either party being required.

4. We may terminate this Contract (i) at any time for cause with immediate effect, such as if you breach this Contract or the law, or (ii) without cause, in which case our termination will take effect at the end of the license period in which you receive notice of termination (by email to the administrator email on file in the system). We will try to inform you in advance, but cannot guarantee this. If you violate any provision of these Terms, your right to access the Platform and use our services will automatically terminate immediately.
   
   

9.3 Consequences of Termination

Termination of this Contract means that we can discontinue or restrict our offer to you. Following termination, Tucan has no particular obligations towards you unless we have agreed otherwise with you in individual cases.

In the event of termination (by whomsoever), (i) your license right will terminate, and you must cease using the Platform as of the termination date, or immediately if applicable, (ii) you will no longer be entitled to access your Account, (iii) you must pay Tucan all unpaid amounts due prior to termination, and (iv) all relevant Contract provisions and contractual obligations , including without limitation payment obligations accrued prior to termination and Sections 4, 5, 6, 10, 11, 12 , 15 of this Agreement will survive and remain in effect.

9.4 Changes to these Terms of Use

We are entitled to amend or supplement these Terms of Use in compliance with the applicable regulations.

10. Warranty 

1. The Tucan offer is subject to availability. We endeavor to maintain its proper functioning and availability at all times but cannot guarantee or assure this.
   
   

2. In particular, we cannot guarantee that our offer

(i) is virus-free,

(ii) functions without delay, other malfunctions and errors

(iii) is secure and works well on all devices; or

(iv) is fit for a particular purpose for you.

3. You are aware that the results generated via our Platform are the results of a machine processing of your content. We can, therefore, neither ensure nor guarantee the correctness or accuracy of the analyses, system responses, displayed sources, and processed content. In particular, we do not guarantee the accuracy of the results generated by the automated processing. It is your responsibility to check the results.
   
   

4. You are responsible for taking the necessary security precautions, such as installing a modern firewall on your devices to protect yourself and your data.
   
   

5. In particular, we do not accept any liability for loss of data.

11. Limitation of liability

1. We shall only be liable, irrespective of the legal grounds, for grossly negligent and intentionally caused damage that you suffer, as well as for damage that you have suffered as a result of a breach of a material contractual obligation (cardinal obligation), but in this case, limited to the damage typical for the contract and reasonably foreseeable at the time the Contract was concluded. Cardinal obligations are obligations that are necessary for the proper fulfillment of this contract and on which you, as a contractual partner, may regularly rely.
   
   

2. Under no circumstances shall we be liable for (i) pure financial losses, (ii) lack of commercial success, (iii) loss of profit, (iv) consequential losses, or (v) losses suffered by third parties.
   
   

3. In any event, all claims against us, our employees , representatives , officers and directors as well as vicarious agents arising out of or in connection with this Contract shall be limited , in the aggregate, to the lesser of (i) ten times the fee received from you for the respective Product under this Contract and (ii) an amount of EUR 500,000,- (in words five hundred thousand Euros).
    

4. These limitations of liability shall also apply mutatis mutandis to the personal liability of Tucan employees, representatives, and vicarious agents, if any.

12. Exemption from liability

12.1 Exemption

You agree to indemnify, hold harmless, and defend Tucan and all of its affiliates, agents, and employees, officers and directors from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including attorneys’ fees) that

(i) have arisen in any connection with your use of Tucan’s services;

(ii) have arisen in breach of any of your obligations under this Contract.

12.2 Indemnification and hold harmless

You agree to indemnify and hold Tucan and all its partners, agents, officers and directors and employees harmless in the event of any copyright infringement or other infringement of third-party rights arising from your use of our service.

12.3 Obligation after termination of contract

Even after the termination of this Contract or your use of Tucan, the indemnification obligations towards Tucan in accordance with these GTCs shall remain in force for an indefinite period of time.

13. Data protection

The protection of your data is very important to us. You can read all the information about how we handle your data at any time in our privacy policy (www.tucan.ai/datenschutz).

14. Assignment and fulfillment by vicarious agents

1. We are entitled to transfer our rights and offers or parts thereof to third parties without having to notify you or obtain your consent. However, usually we will inform you beforehand and should you object for good grounds we will not assign and transfer, provided that, if we decide to do so at your request, we shall be entitled to terminate the agreement early.
   
   

2. We are entitled to commission third parties in whole or in part to fulfill some or all our contractual obligations to you. If third parties process your data, we must disclose this to you or require your express written consent (by e-mail is sufficient). Please refer to the respective order processing contracts agreed with you. 

15. General terms and conditions, offsetting of claims, applicable law, and ancillary agreements

15.1. Your general terms and conditions shall not become part of the Contract unless we expressly agree to this in writing.

15.2. You may only offset claims against us or assert a right of retention if your counterclaim is undisputed, legally finally established in court and in a reciprocal relationship to the claim in question.

15.3. Should individual provisions of this contract be invalid in whole or in part or become invalid as a result of a change in the law or as a result of Supreme Court rulings, the remainder of the contract shall remain valid.

In such a case, the unenforceable /invalid provision shall be deemed replaced by a provision that economically most closely resembles the invalid/unenforceable provision and the intent of the Parties at the time of the conclusion of the Contract, as it appears from the text of this Contract, but is valid and enforceable.

15.4. There are no verbal side agreements to this Contract and all previous agreement of the Parties relating to the subject matter of this Contract shall be replaced by this Contract. Amendments to this Contract must be made in writing and signed by you and us unless otherwise stipulated in these Terms. This also applies to the amendment of this written form requirement. 

15.5. The exclusive place of jurisdiction for all disputes arising from or in connection with this Contract shall be the court responsible for commercial matters in Berlin. It is agreed that German law (excluding, however, (i) IPR referrals to other laws and (ii) the UN Convention on Contracts for the International Sale of Goods) shall apply exclusively.

16. Contact

We welcome comments, feedback, questions, or concerns at any time. You are welcome to contact us by sending an e-mail to team@tucan.ai.

Declarations to you will be sent to your specified administrator e-mail address, those to us to the following address: team@tucan.ai and are deemed to have been delivered on the day of dispatch.

Berlin, on 16. February 2024