Terms of Service for Priceroom

1. Scope

These Terms of Service ("Terms") govern all agreements relating to the use of the software-as-a-service platform "Priceroom" (the "Platform", the "Service") between Weinavenue GmbH & Co. KG, Karl-August-Woll-Straße 17, 66386 Sankt Ingbert, Germany ("Provider", "we", "us") and its customers ("Customer", "you").

The Service is intended exclusively for business customers ("Unternehmer" within the meaning of § 14 of the German Civil Code, BGB). A business customer is any natural or legal person, or partnership with legal capacity, who, when entering into the contract, acts in the exercise of their commercial or independent professional activity. The Service is not available to consumers within the meaning of § 13 BGB; registration as a consumer is excluded.

Any deviating, conflicting, or supplementary terms and conditions of the Customer shall not become part of the contract unless we expressly agree to their applicability in writing.

2. Subject Matter of the Contract

Priceroom is an AI-powered platform for monitoring, matching, and analyzing competitor prices in e-commerce. The Service includes, in particular:

• Automated collection ("scraping") of publicly available pricing information from third-party websites selected by the Customer ("Competitor Websites")
• AI-assisted product matching between the Customer's products and those of competitors
• A visual rules engine for defining pricing rules and automated alerts
• A workflow and audit log
• Optional subdomain whitelabel functionality (the Customer's own branding)
• Optional on-premises / self-hosted deployment (Docker Compose / Helm chart)

The specific scope of features depends on the plan selected by the Customer in accordance with the then-current pricing published at priceroom.ai/pricing.

3. Conclusion of Contract

The presentation of the Platform and its plans does not constitute a binding offer, but an invitation for business customers to submit an offer. By completing registration and confirming an order, the Customer submits a binding offer to enter into a usage agreement.

The contract is concluded once we accept the registration, either by activating the Customer's account ("tenant") or by separate confirmation in text form.

We reserve the right to decline a registration without giving reasons, in particular where there is reasonable doubt as to the applicant's status as a business customer.

4. Scope of Service, Availability, and AI Integration

We aim for average annual availability of the Platform of 99%. This excludes scheduled maintenance windows, force majeure, and disruptions outside our reasonable control. Any availability guarantee (SLA) beyond the statutory minimum applies only where separately agreed in writing.

Bring-your-own-key AI ("BYOK"): The AI-powered features of the Platform (including, without limitation, product matching and data enrichment) are operated using third-party API credentials provided by the Customer (in particular Anthropic, OpenAI, and Google). The Customer enters into the necessary agreements with the respective AI provider independently and in its own name, and bears all associated costs. We charge no markup on these costs but accept no responsibility for the availability, pricing changes, quality, accuracy of outputs, or third-party terms of the respective AI services.

The Customer's API keys are stored using end-to-end ("envelope") encryption and are not logged. The Customer may rotate or remove its keys at any time.

Third-party web scraping: The Customer is solely responsible for ensuring that the scraping operations it configures are lawful with respect to the relevant Competitor Websites, including in relation to those websites' terms of use, applicable unfair competition law, and any third-party rights. We do not review the lawfulness of Competitor Websites selected by the Customer and accept no liability in this regard.

5. Customer Obligations

• The Customer shall provide truthful and complete information at registration and promptly update any changes
• Login credentials must be kept confidential and protected from unauthorized access by third parties; any suspected misuse must be reported to us without delay
• The Platform may not be used for unlawful purposes, to infringe the rights of third parties, or to place an automated load on third-party systems beyond the intended use of the Service
• Content published by the Customer under the whitelabel feature (logo, brand name, domain) must be content the Customer is authorized to use

6. Fees and Payment Terms

The prices published at priceroom.ai/pricing at the time the contract is concluded shall apply, plus statutory VAT where applicable.

Subscription fees are billed in advance, monthly or annually depending on the billing period selected, via direct debit, credit card, or invoice (subject to separate agreement).

In the event of late payment, we may, following prior notice, suspend access to the Platform until outstanding amounts have been settled, without prejudice to any further statutory rights.

Price changes will be communicated to the Customer in text form with 30 days' notice. If the Customer does not object within 30 days, or terminates the contract effective as of the date the price change takes effect, the price change shall be deemed accepted; we will specifically draw attention to this right of objection and the consequences of silence in the notice of change.

7. Term and Termination

The contract runs for an indefinite period unless a minimum term is agreed for the relevant plan.

For monthly billing, either party may terminate the contract with 30 days' notice, effective at the end of the relevant billing period.

For annual billing, either party may terminate the contract with 30 days' notice, effective at the end of the relevant contract term; otherwise, the contract automatically renews for a further term of equal duration.

The right to terminate for good cause remains unaffected, in particular in the event of payment default exceeding 30 days or material breach of these Terms.

Notice of termination must be given in text form (email is sufficient).

8. Customer Data and Data Export

The Customer at all times remains the owner of the product, pricing, and business data it uploads to the Platform. To the extent we process such data on the Customer's behalf, we do so exclusively in accordance with the Customer's instructions, pursuant to a separate Data Processing Agreement (Art. 28 GDPR) to be concluded on request.

Following termination of the contract, we will make the Customer's data available for export in a common, machine-readable format (CSV/JSON) for a period of 30 days. After this period, we are entitled to delete the data, unless statutory retention obligations require otherwise.

9. Intellectual Property

All rights to the Platform software, the underlying algorithms, and the "Priceroom" trademark remain with the Provider or its licensors. The Customer is granted a simple, non-transferable right to use the Platform for the term of the contract, within the scope of the plan booked.

Rights granted in connection with self-hosted deployment are limited to the Customer's internal use; the Platform may not be distributed to third parties as a standalone product, without prejudice to the whitelabel reseller rights set out in Section 10.

10. Whitelabel and Reseller Use

Customers on an applicable plan may make the Platform available to their own end customers under their own subdomain, branding (logo, name, color scheme), and pricing ("Whitelabel Use").

In such cases, the Customer acts as an independent reseller in its own name and for its own account. We accept no contractual responsibility toward the Customer's end customers and are not a party to any agreement between the Customer and its end customers.

The Customer shall indemnify us against any claims brought by its end customers in connection with Whitelabel Use, except to the extent such claims arise from a breach of duty for which we are responsible.

11. Liability

We accept unlimited liability for damages resulting from injury to life, body, or health caused by a negligent or intentional breach of duty, as well as for other damages caused by an intentional or grossly negligent breach of duty.

In the case of a slightly negligent breach of material contractual obligations ("cardinal obligations") — that is, obligations whose fulfillment is essential to the proper performance of the contract and on whose observance the Customer may reasonably rely — our liability is limited to the typical and foreseeable damage.

Liability is otherwise excluded. Liability under the German Product Liability Act (Produkthaftungsgesetz) remains unaffected.

We accept no liability for: (a) damages arising from the use, unavailability, or malfunction of third-party AI services (Anthropic, OpenAI, Google) for which the Customer provides its own API credentials; (b) the lawfulness, accuracy, or completeness of competitor data collected through scraping; (c) damages arising from the Customer's own configuration of pricing rules, including automatically triggered price changes within the Customer's own systems.

Liability for data loss is limited to the typical cost of recovery that would have been incurred had the Customer carried out regular, risk-appropriate data backups.

12. Confidentiality

Both parties undertake to treat all confidential information obtained in the course of the business relationship as confidential and to use it solely for the performance of the contract. This obligation also applies for a period of three years following termination of the contract.

13. Changes to These Terms

We reserve the right to amend these Terms with effect for the future, to the extent necessary to adapt to changed legal or technical circumstances and provided the Customer is not unreasonably disadvantaged as a result. Material changes will be communicated to the Customer in text form at least 30 days before they take effect. If the Customer does not object within 30 days, the amended Terms shall be deemed accepted; we will specifically draw attention to this right of objection and the consequences of silence in the notice of change.

14. Final Provisions

These Terms are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

Where the Customer is a business customer within the meaning of § 14 BGB, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall be the Provider's registered seat (Saarbrücken / St. Ingbert), unless mandatory statutory provisions require otherwise.

Should any provision of these Terms be or become invalid, the validity of the remaining provisions shall remain unaffected.

Provider / Contact

• Weinavenue GmbH & Co. KG
• Karl-August-Woll-Straße 17, 66386 Sankt Ingbert, Germany
• Email: support@priceroom.ai