Development Services Terms and Conditions

These Terms and Conditions ("Agreement") govern the contractual relationship between Ramblr GmbH ("Ramblr") and you, or the entity you represent, (“Customer”) and set forth the terms and conditions under which you order development services from Ramblr. BY ACCEPTING THESE TERMS, INCLUDING BY (I) SIGNING OR OTHERWISE CONFIRMING A QUOTE THAT REFERENCES THESE TERMS, (II) PLACING AN ORDER BASED ON SUCH QUOTE, OR (III) ALLOWING RAMBLR TO COMMENCE PERFORMANCE OF SERVICES UNDER SUCH QUOTE, you agree to be bound by this Agreement, including the Acceptable Use Policy and Privacy Policy, and represent that the person accepting this Agreement has the legal authority to bind the Customer accordingly.

RAMBLR’S PROVISION OF SERVICES.
1. Scope of Services. This Agreement governs the services and related products that Ramblr will provide to the Customer as specified in the Quote or corresponding Scope of Work (“Services”). Any changes to the Services must be agreed upon in writing. Some Services may be performed in part by Remote Workers. Access to certain areas or tools through the Services may require Customer to consent to additional or different terms and conditions of use.
  
  Each Quote shall incorporate a corresponding Scope of Work which describes the specific Services to be provided by Ramblr, including deliverables, technical requirements, timelines, project milestones, responsibilities, and acceptance criteria, if applicable. The Scope of Work may also define dependencies, assumptions, and required resources from Customer. In the event of a conflict between the Scope of Work and this Agreement, the Scope of Work shall prevail, but only with respect to the subject matter expressly addressed therein.
2. Security. Ramblr’s infrastructure is deployed through reputable cloud providers with their own industry-standard technical and organizational safeguards to protect the integrity of Customer Materials. Customer acknowledges that Customer Materials may be processed by Ramblr and its service providers in the European Union, the United States of America, and in other countries in which Ramblr or its service providers operate.
3. Performance. Ramblr shall perform the Services in accordance with the timelines and duration agreed in the Quote or corresponding Scope of Work. However, Ramblr is not liable for delays due to circumstances beyond its control, including force majeure (Section 12.7) or delays by the Customer. If Customer is responsible for the delay, the performance deadlines may be extended by Ramblr by the length of the delay plus a reasonable lead time.
4. Acceptance. Where the Services involve the delivery of defined deliverables under a Scope of Work, the Customer shall review the deliverables within ten (10) business days of delivery (“Review Period”). Deliverables shall be deemed accepted at the end of the Review Period unless Customer provides Ramblr with written notice during the Review Period identifying any material deviation from the agreed specifications. If such notice is given, Ramblr shall use reasonable efforts to correct the deviation and re-deliver the deliverable. Customer shall then have five (5) business days to re-test the corrected deliverable. Deliverables shall be deemed accepted if Customer does not timely reject them in writing with a description of remaining material deviations. Acceptance may not be unreasonably withheld or delayed. Acceptance of deliverables shall not be contingent on immaterial deviations. Where the Services do not involve defined deliverables (including consulting services, platform access, annotation support), acceptance shall not apply; in such cases, the Services are deemed performed upon provision. The warranty period under Section 10.4 shall commence upon acceptance of the deliverables, or, where acceptance does not apply, upon provision of the Services.
5. Availability; Service Level Terms; Support. The Ramblr Data Engine includes web-based products and services that may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Ramblr or by third-party providers, or because of other causes beyond Ramblr’s reasonable control, but Ramblr will use reasonable efforts to provide advance notice of any scheduled service disruption. Service level commitments and/or End User support must be stated in the Quote or corresponding Scope of Work. Otherwise, Ramblr provides no assurances or remedies related to availability, performance or support beyond what is stated herein.
6. Third-Party Offerings. For the provision of certain Services (including the AI chat assistant), Ramblr may provide or enable access to Third-Party Offerings in connection with the Services, but (a) Ramblr does not endorse or make any representations or warranties about Third-Party Offerings, and (b) use of Third-Party Offerings is at Customer’s own risk. Third-Party Offerings may be subject to separate license agreements regarding Intellectual Property Rights, privacy policies and/or restrictions on use, which are provided in the Terms for Third-Party Offerings to the extent required (“Third-Party Restrictions”), and Customer agrees to comply with all such Third-Party Restrictions. Costs for Third-Party Offerings will be specified in the Quote.
CUSTOMER’S USE OF SERVICES.
1. Data Fitness. Customer shall provide all necessary information and Customer Materials required by Ramblr to perform the Services. Customer understands that the effectiveness of the Services is contingent upon the suitability and quality of the Customer Materials. Ramblr shall not be held liable for any inaccuracies or suboptimal results arising from inadequate or erroneous data provided by Customer.
2. Customer Warranties. Customer represents and warrants (a) that it has the necessary rights, licenses, and permissions to provide the Customer Materials to Ramblr, (b) that the use of Customer Materials under this Agreement will not violate or infringe the rights of any third party, and (c) that none of the Customer Materials will contain Sensitive Information, unless otherwise agreed upon by Ramblr in writing. Ramblr reserves the right, but has no obligation, to delete Customer Materials alleged to be infringing from Customer’s Account and from Ramblr’s infrastructure.
3. Ramblr Data Engine License. Subject to Customer’s ongoing compliance with this Agreement, for the duration specified in the Quote (if any), Ramblr grants Customer a non-exclusive, non-transferable, worldwide right to access and use the Ramblr Data Engine solely for the purpose of accessing and utilizing the Service Results and AI Output. Any continued use of the Ramblr Data Engine beyond this term requires a separate agreement, Quote or extension of this license.
4. Customer Account Administration. Customer must have an Account to access the Ramblr Data Engine. Administrators may provide accounts for End Users up to the maximum number set forth in a Quote or Customer’s Account, and additional End Users above the maximum may incur additional fees. Customer is responsible for all use of the Ramblr Data Engine through its Account, including use by End Users. Customer shall (a) designate and maintain appropriate Administrator contact information; (b) maintain the confidentiality and security of Account credentials; (c) prevent unauthorized use of the Ramblr Data Engine; and (d) ensure that Customer and End Users use the Ramblr Data Engine in compliance with (i) applicable laws and regulations, (ii) this Agreement, (iii) the Privacy Policy, and (iv) the Acceptable Use Policy. If requested, Customer shall provide information reasonably necessary for Ramblr to verify compliance with this Section.
5. Use Restrictions. Except as expressly permitted in this Agreement, Customer will not (and will not allow any End User or third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of Ramblr Technology, (b) copy, modify, or create derivative works of Ramblr Technology, (c) sell, resell, license, rent, lease, distribute, or time-share Ramblr Technology, (d) use the Service Results or AI Output to create, train, develop, or improve similar or competitive products or services, (e) sell, resell, license, rent, lease, distribute, publish, or otherwise make available the AI Output as a standalone dataset or service to any unaffiliated third party (who is not a customer, partner, licensee, or end-user of Customer’s products) without attribution to Ramblr (recommended form: “AI powered by Ramblr”), (f) remove or alter proprietary notices from Ramblr Technology, (g) use Ramblr Technology in a defamatory or misleading context or in a way that could be considered offensive, obscene or illegal, or (h) use the Service Results or AI Output in any context where reliance on them could reasonably be expected to result in death, personal injury, or other significant harm, unless expressly agreed in writing with Ramblr. If requested, Customer will provide information necessary for Ramblr to verify Customer’s compliance with the requirements of this Section.
6. Suspension. Ramblr may suspend, throttle, restrict, or revoke Customer's right to access or use the Ramblr Data Engine if (a) Customer or End User's use of the Ramblr Data Engine poses a security risk, may violate the Acceptable Use Policy, or may adversely affect Ramblr’s systems and infrastructure, including imposing an unreasonable or disproportionate burden on Ramblr’s compute resources or (b) Customer is in breach of this Agreement. Ramblr will use commercially reasonable efforts to provide advance notice of a suspension or revocation. If Customer intends to use the Ramblr Data Engine for high-volume or compute-intensive purposes, it must obtain Ramblr’s prior written consent or enter into a separate Quote covering such use.
INTELLECTUAL PROPERTY.
1. Ownership of Customer Materials. Customer owns and retains all Intellectual Property Rights in and to Customer Materials, but it agrees and instructs that (a) Ramblr and its Representatives may use the Customer Materials in order to perform the Services and provide the Service Results to Customer and (b) Ramblr may use the Customer Materials and AI Output to analyze and improve Ramblr’s products and services, including machine learning models.
2. Ownership of Deliverables. Except for the rights and restrictions set forth in this Agreement, upon full payment of all Fees under the applicable Quote, Customer shall
  1. own all Intellectual Property Rights in and to the Service Results, and
  2. with respect to any AI Output, own all Intellectual Property Rights that subsist under applicable law, and, where no such rights exist or can validly be transferred, shall, to the extent that Ramblr is legally entitled and able to do so, receive a right to use, reproduce, modify and commercialize the AI Output so that Customer may exploit it to the fullest extent permitted under this Agreement. For clarity, outputs generated for other customers or third parties that are the same as or similar to the AI Output shall not be deemed Customer’s AI Output.
  Nothing in this Agreement shall be construed as a waiver of inalienable author’s moral rights (Urheberpersönlichkeitsrechte) under applicable law.
3. Platform License. Customer acknowledges that access and use of certain Service Results (such as web-based applications hosted by Ramblr) or AI Output requires a license to the Ramblr Data Engine pursuant to Section 2.3 with fees stated in the applicable Quote.
4. Ramblr Rights Reserved. Except for the rights expressly granted in this Agreement, this Agreement does not grant any rights, and Ramblr owns and reserves all right, title, and interest in and to the Ramblr Technology.
5. Ramblr Data. Ramblr may collect and create usage data, statistics, aggregated and anonymized data, and de-identified data derived from Customer's use of the Ramblr Data Engine, Customer Materials, and AI Output (“Ramblr Data”). Ramblr may use the Ramblr Data (a) to provide, analyze, support, and improve Ramblr's products and services, and (b) create and distribute reports and materials about Ramblr's products and services. Ramblr will not identify Customer as a source of information for any report or material described in this Section without Customer's prior written approval.
6. Feedback. Customer may submit to Ramblr feedback, comments, ideas, or suggestions regarding Ramblr's Services or new products and services (“Feedback”). Ramblr may, but has no obligation to, in its discretion and for any purpose, (a) use, modify, and incorporate the feedback into Ramblr's products and services and (b) license, sublicense, or distribute the Feedback without obligation or compensation to Customer.
7. Copyright Policy. Ramblr respects the Intellectual Property Rights of third parties and responds to notices of alleged copyright infringement if they comply with the law. Ramblr reserves the right to delete Customer Materials alleged to be infringing from Customer’s Account and Ramblr's infrastructure and terminate End Users that willfully or repeatedly infringe third-party rights.
8. Trademarks. “ramblr” and “ramblr.ai” are registered trademarks of Ramblr. Without the written permission of Ramblr, Customer may not use any trademarks or logos of Ramblr, other than those contained in an attribution statement.
9. Customer Marketing. Ramblr may use Customer’s name, logo, and marks to identify Customer as a user of the Services on Ramblr’s website, in sales presentations, and in other customer lists or reference materials. Any broader use of Customer’s name, logo, or marks in press releases, case studies, or other promotional materials will require Customer’s prior written approval, not to be unreasonably withheld or delayed.
FEES AND PAYMENT.
1. Fees. Customer will pay Ramblr the fees and charges for the provision of Services as described in the Quote (the “Fees”). The timing and frequency of invoicing and payment shall be as specified in the applicable Quote or Scope of Work. Unless otherwise specified in a Quote, each agreed milestone or billing interval under a Quote or Scope of Work shall be deemed an independent, severable part of the Services, and Ramblr shall be entitled to payment for such part once performed and deemed accepted in accordance with Section 1.4. All Fees are due in the currency indicated in a Quote or an invoice. All Fees paid are non-refundable except as set forth in this Agreement and are not subject to set-off.
2. Invoicing & Payment. Unless otherwise specified in a Quote, Fees will be invoiced by Ramblr and are payable by Customer as stated in the invoice. Ramblr may, at its discretion, enable payment by credit card, debit card, or other non-invoiced methods. If Customer elects to use such a method, Customer acknowledges that an invoice may not be issued and authorizes Ramblr to charge the designated payment method for all applicable Fees as they become due. If Customer requires use of a purchase order or purchase order number, Customer (a) must provide such number at the time of order and (b) agrees that any additional or conflicting terms on a Customer purchase order will not apply and are hereby rejected.
3. Disputes & Late Payments. Customer must raise any good-faith dispute regarding Fees within sixty (60) days of the applicable due date. Except where otherwise agreed in writing, all undisputed Fees must be paid in full by the due date stated in the invoice. If Customer fails to make timely payment:
  1. Non-U.S. Customers. Customer shall be in default (Verzug) without further reminder in accordance with § 286 BGB, and Ramblr may charge default interest at the applicable statutory rate under § 288 BGB.
  2. U.S. Customers. Customer shall be in default immediately after the due date, and Ramblr may charge interest on overdue amounts at a rate of 1.5% per month (or, if lower, the maximum rate permitted by applicable law).
  Ramblr reserves the right to recover reasonable costs of collection, including attorney’s fees, to the extent permitted by law. In the event of continued non-payment, Ramblr may suspend the Services upon five (5) days’ prior written notice to Customer.
4. Taxes. Ramblr will invoice Customer for sales or other value added tax(es) when required to do so, and Customer will pay the tax unless Customer provides Ramblr with a valid tax exemption certificate authorized by the appropriate taxing authority.
TERM; TERMINATION.
1. Term. This Agreement remains in effect from the Effective Date until all Services under active Quotes or Scopes of Work have been completed or terminated in accordance with this Agreement.
2. Termination for Cause. Either party may terminate this Agreement upon written notice if the other party (a) is in material breach of this Agreement and fails to cure such breach within thirty (30) days after receipt of notice, except that for payment defaults the cure period shall be ten (10) days; (b) materially breaches obligations relating to confidentiality or intellectual property (which shall be deemed incapable of cure); or (c) ceases its business operations or becomes subject to insolvency proceedings, to the extent permitted by applicable law.
3. Termination for Convenience. Either party may terminate the Services or any ongoing Scope of Work for convenience upon prior written notice — thirty (30) days for Customer and ninety (90) days for Ramblr.
  1. By Customer. If the Customer terminates, it shall pay all Fees due for Services performed up to the effective date of termination, including any non-cancellable commitments, and pro-rated fees for partially completed milestones. Unless otherwise agreed, no refunds shall be issued for prepaid fees in the case of termination by Customer.
  2. By Ramblr. If Ramblr terminates for convenience, Customer shall be liable only for Fees for Services properly performed up to the effective date of termination. Ramblr shall refund any prepaid Fees for Services not yet performed and shall remain responsible for its own non-cancellable commitments made on behalf of Customer. In addition, the parties shall work in good faith to reach an equitable settlement to account for Customer’s reasonable, documented, non-recoverable costs and expenses incurred in reliance on the continuation of the terminated Services.
4. Effect of Termination. If the Agreement expires or the Services are terminated, then (a) the rights granted by one party to the other will cease immediately except as otherwise set forth in this Section, and (b) any sections which by their nature should survive, or explicitly state they survive, will survive, including Sections 2.5, 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 4 with respect to accrued and unpaid amounts, and Sections 6 through 13.
CONFIDENTIALITY.
1. Definition of Confidential Information. “Confidential Information” means any business or technical information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”) under this Agreement that is marked as confidential or would normally be considered confidential to a reasonable person under the circumstances. This Agreement and any Quotes are the Confidential Information of each party. The Ramblr Technology is Confidential Information of Ramblr. The Customer Materials and Service Results are Confidential Information of Customer. Confidential Information will not include any information that (a) is or becomes public through no fault of the Receiving Party, (b) was known to the Receiving Party prior to receipt without an obligation of confidentiality, (c) is obtained by the Receiving Party from a third party not under an obligation of confidentiality, and (d) is independently developed by Receiving Party without use of the Disclosing Party's Confidential Information.
2. Obligations. The Receiving Party will use reasonable care (a) not to use the Disclosing Party's Confidential Information for any purpose not permitted under this Agreement and (b) except as permitted by the Disclosing Party, limit access to the Disclosing Party's Confidential Information to Representatives who need access to the Confidential Information for a purpose permitted under this Agreement. Receiving Party will ensure that Representatives with access to Confidential Information are subject to written confidentiality obligations no less stringent than those set forth in this Agreement.
3. Compelled Disclosure. Each party may disclose the other party's Confidential Information when required by law or regulation so long as the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted, and reasonable assistance at the Disclosing Party's cost to contest or limit the disclosure.
DATA PRIVACY.
1. Compliance with Data Protection Laws. Each party shall comply with applicable data protection and privacy laws, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and the California Consumer Privacy Act of 2018 (as amended by the California Privacy Rights Act, “CCPA/CPRA”), to the extent such laws apply to the Services or Customer Materials.
2. Provision of Personal Data. Customer shall not provide Customer Materials containing Personal Data to Ramblr unless the parties enter into a Data Processing Agreement (“DPA”) in accordance with Article 28 GDPR or, where other data protection laws apply (such as the CCPA/CPRA), an equivalent agreement incorporating any required statutory terms. In the absence of such a DPA (and any required addendum), Ramblr has no obligation to process such data, bears no liability in connection with it (subject to Section 11), and may delete or return it at its discretion.
3. Security Measures. Ramblr implements appropriate technical and organizational measures to protect Personal Data against unauthorized access, loss, or misuse, taking into account the nature of the data and the risks involved in processing.
EU AI ACT.
1. Compliance with EU AI Act. To the extent the EU AI Act is applicable to the Services or to either party in its respective role, each of Ramblr and Customer shall comply with the provisions of the EU AI Act in force and applicable from time to time to the extent required under such law. Nothing in this Agreement shall impose obligations on either party under the EU AI Act that would not otherwise apply to it by virtue of its role, activities, or domicile.
2. Classification and Risk. If and to the extent the EU AI Act applies, Customer agrees not to deploy or authorize the deployment of Service Results or AI Output in use cases that fall under High-Risk or Regulated AI Systems (as defined under the EU AI Act or similar laws), including applications in critical infrastructure, medical devices, law enforcement, or products where malfunction may result in serious bodily injury or property damage, without prior written disclosure to Ramblr and appropriate cooperation to assess and document the risks. Upon such notice, the parties will, in good faith, determine whether and how to allocate responsibilities in accordance with Articles 26–27 of the EU AI Act, including provider or deployer obligations. Ramblr reserves the right to restrict or condition the use of Service Results or AI Output in such environments. Ramblr will not assume the role of "provider" under Article 3 No. 3 of the EU AI Act unless expressly stated in the Quote or a separate written agreement.
3. Transparency and Use. If and to the extent the EU AI Act applies, Ramblr will make available to Customer such reasonable information about the functioning and limitations of the relevant AI Systems as is necessary to support Customer’s own transparency and user-information obligations under the EU AI Act.
4. Risk Mitigation. Customer acknowledges that the Service Results and AI Output may require human oversight and must not be used in violation of prohibited practices or for purposes classified as “Unacceptable Risk” under the EU AI Act.
5. Warranty of Conformity. Except as expressly stated in this Agreement or required under mandatory law, Ramblr does not warrant that the Services, Service Results, or AI Output will conform with the EU AI Act for the Customer’s specific use case unless such conformity is expressly agreed in the Quote or Scope of Work.
6. Changes in Law. If changes to the Services are required to comply with the EU AI Act, if applicable, Ramblr may update the Services and this Agreement accordingly upon prior written notice. Any material changes will be agreed in writing and reflected in the Quote or Scope of Work.
INDEMNIFICATION.
1. By Customer. Customer will indemnify, defend, and hold harmless Ramblr and its Affiliates from and against all damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from any claim by an unaffiliated third party (a) alleging that Customer Materials infringe such third party’s Intellectual Property Rights or violate applicable law, or (b) resulting from Customer’s violation of the use restrictions under Section 2.5.
2. By Ramblr. Ramblr will indemnify, defend, and hold harmless Customer and its Affiliates from and against all damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising from an unaffiliated third-party claim alleging that the Services infringe or misappropriate the Intellectual Property Rights of such third party. In no event will Ramblr have obligations or liability under this Section arising from: (a) use of the Services in a modified form or in combination with materials not furnished by Ramblr, (b) Services performed according to Customer’s written specifications, and/or (c) Customer Materials, or any other content, information, or data provided by Customer. For any claim covered by this Section, Ramblr may, at its election (i) procure the rights to use the portion of the Services alleged to be infringing, (ii) replace the alleged infringing portion of the Services with a non-infringing alternative, or (iii) terminate the allegedly infringing portion of the Services, or this Agreement and provide Customer with a pro rata refund of prepaid fees for the affected Services.
3. General. The party seeking indemnification will promptly notify the indemnifying party of the claim and cooperate with the indemnifying party by providing reasonable assistance in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party's prior written consent, such consent not to be unreasonably withheld or delayed, and (b) the other party may join in the defense with its own counsel at its own expense.
WARRANTIES.
1. Standard. Ramblr warrants that the Services will be performed with reasonable care and skill and, where deliverables are agreed, that the Service Results will, upon acceptance, materially conform to the specifications set out in the applicable Scope of Work. Unless expressly provided in the Scope of Work, this warranty covers the Service Results as delivered and does not extend to future performance, updates, or modifications by Customer.
2. Remedies. If the Service Results materially deviate from the agreed specifications, Customer’s sole remedies shall be limited to Ramblr’s obligation, at its discretion, to (i) remedy the deviation by correction or re-performance, or (ii) provide a reasonable reduction of the affected Fees. Where the deviation is material and cannot reasonably be remedied, Customer may terminate the affected Scope of Work.
3. Exclusions. Except as expressly provided in the Scope of Work, Ramblr does not warrant that the Services, Service Results, or AI Output will be error-free, uninterrupted, or achieve any particular result. Customer acknowledges that outputs generated by machine learning algorithms and artificial intelligence are probabilistic, are generated automatically based on patterns in data, and may contain inaccuracies, biases, or unexpected results. Customer remains solely responsible for evaluating the accuracy, completeness, and suitability of the Service Results and AI Output for its intended purposes and for applying appropriate human review and oversight before relying on them in its business operations.
4. Exclusivity and Limitation Period. The remedies in Section 10.2 are exclusive and replace any other statutory warranty rights, including (where applicable) the rights under §§ 633–639 BGB, to the maximum extent permitted by law. Any warranty claims must be asserted within twelve (12) months from acceptance of the Service Results or, where acceptance does not apply, from performance of the Services.
5. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, RAMBLR DISCLAIMS ALL OTHER WARRANTIES, GUARANTEES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
LIMITATION OF LIABILITY.
1. Limitation on Indirect Liability. To the fullest extent permitted by law, neither party shall be liable to the other for any indirect, incidental, consequential, special, or exemplary damages, including lost profits, revenue, goodwill, or business opportunities, even if advised of the possibility of such damages. The foregoing limitations do not apply to (i) Customer’s breach of the use restrictions in Section 2.5, or (ii) either party’s indemnification obligations under Section 9, (iii) either party’s breach of confidentiality obligations under Section 6.
2. Non-U.S. Customers. If Customer is domiciled outside the United States of America, each party shall only be liable for damages caused by slight negligence in cases of breach of material contractual obligations (wesentliche Vertragspflichten / Kardinalpflichten). In such cases, liability shall be limited to the foreseeable, typically occurring damage and shall not exceed an amount equal to the Fees paid by Customer under the Agreement in the twelve (12) months preceding the event giving rise to the claim. Liability for loss of data shall be limited to the typical cost of restoration that would have been incurred if Customer had made regular, risk-appropriate backups. The foregoing limitations shall not apply to (i) Customer’s breach of the use restrictions in Section 2.5, (ii) either party’s breach of confidentiality obligations under Section 6, (iii) willful misconduct (Vorsatz), gross negligence (grobe Fahrlässigkeit), injury to life, body, or health, or (iv) liability under mandatory law (including Produkthaftungsgesetz and Art. 82 GDPR).
3. U.S. Customers. If Customer is domiciled in the United States of America, each party’s and their Affiliates' aggregate liability arising out of or related to this Agreement shall not exceed the total Fees paid by Customer under this Agreement in the twelve (12) months preceding the event giving rise to the claim. The foregoing limitation shall not apply to (i) Customer’s breach of the use restrictions in Section 2.5, (ii) either party’s breach of confidentiality obligations under Section 6, or (iii) liability that cannot be limited under applicable law.
4. AI/ML Specific Exclusion. To the fullest extent permitted by law, Ramblr is not liable for damages or losses arising from (a) Customer’s reliance on AI Output without appropriate human review or validation, or (b) Customer’s deployment of Service Results or AI Output in any context where reliance on them could reasonably be expected to result in death, personal injury, or other significant harm unless expressly agreed in the Scope of Work; all such claims remain subject to the limitations and caps in Section 11. This does not affect liability for failure to meet the SOW’s express specifications or non-excludable liabilities.
5. Data Protection. Ramblr’s liability arising from a breach of its obligations under applicable data protection laws shall be subject to the limitations of this Section 11, except to the extent such limitation is expressly prohibited by law. The parties agree that the allocation of liability for Personal Data breaches shall be governed by the Data Processing Agreement, including any agreed caps or allocations therein.
6. Extension. The limitations and exclusions in this Section apply also for the benefit of each party’s Affiliates, employees, legal representatives, and agents.
GENERAL PROVISIONS.
1. Entire Agreement. All attachments, schedules, and exhibits to the Agreement and Quote executed by the parties are hereby incorporated by reference. This Agreement constitutes the entire agreement between Customer and Ramblr with respect to the subject matter and supersedes any prior or contemporaneous agreements whether written or oral, excluding any separate non-disclosure agreements. Except as otherwise set forth herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless set forth in writing and signed by the parties. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: Quote including Scope of Work, then this Agreement.
2. Governing Law. If Customer is domiciled in the United States of America, this Agreement shall be governed by the laws of the State of Delaware, without regard to conflicts of law principles, and the parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware, U.S.A. For all other Customers, this Agreement shall be governed by the laws of the Federal Republic of Germany, excluding its conflict of laws principles, and the parties consent to the exclusive jurisdiction of the courts of Munich, Germany. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
3. Notices. Notices to Ramblr must be sent to info@ramblr.ai, and notices to Customer will be sent to the Administrator account email address specified by Customer or through the Customer Account portal. Routine notices (including account and billing communications) are deemed given when sent. However, notices relating to termination, indemnity and warranty claims, or alleged breaches of this Agreement must also be sent by courier or registered post to the party’s postal address as listed in the applicable Quote, in which case notice is deemed given upon confirmed delivery. Either party may update its notice details by giving notice in accordance with this Section.
4. Assignment. Either party may assign this Agreement in its entirety, without the other party’s consent, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that such assignment does not result in the Agreement being assigned to a direct competitor of the non-assigning party. The assigning party must provide the other party with prompt written notice following such event. Any other attempt to transfer or assign is void. This Agreement will be binding upon and inure to the benefit of the parties and their respective, permitted successors and assigns.
5. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, joint venture, or agency relationship between the parties.
6. Construction. Any ambiguity herein will be interpreted equitably without regard to which party drafted the terms. “Including” and “include” will be construed to mean “including without limitation.”
7. Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition or event (for example, natural disaster, act of war or terrorism, labor disputes, governmental action, utilities failures, third-party vendor failures, Internet disturbance, or pandemic) that was beyond its reasonable control. No failure of telecommunications or network systems will be considered a service outage or service deficiency for any purpose under this Agreement.
8. Remedies. Customer agrees that Customer’s breach of use restrictions will cause irreparable injury and that Ramblr will have the right to seek immediate relief such as cessations or injunctions.
9. Waiver. No failure or delay by either party in exercising a right under this Agreement will constitute a waiver of that right. A waiver of a default is not a waiver of any subsequent default.
10. Severability. If a court of competent jurisdiction finds any term of this Agreement to be unenforceable, the unenforceable term will be modified to reflect the parties' intention and only to the extent necessary to make the term enforceable. The remaining provisions of the Agreement will remain in effect.
11. Electronic Signatures. This Agreement and any Quote may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of a counterpart by electronic means (including PDF or other digital format) shall have the same legal effect as delivery of an originally executed counterpart.
DEFINITIONS.
1. “AI Output” means any data, content, analyses, models, predictions, annotations, graphs, or other results generated by machine learning processes for Customer as part of the Services.
2. “AI System” means an artificial intelligence system as defined in Article 3(1) of the EU AI Act, namely, a machine-based system designed to operate with varying levels of autonomy and that, for explicit or implicit objectives, infers from the input it receives how to generate outputs such as predictions, content, recommendations, or decisions that can influence physical or virtual environments.
3. “Acceptable Use Policy” means the acceptable use policy for the Services available at https://ramblr.ai/acceptable-use-policy or otherwise provided by Ramblr, which is incorporated by reference.
4. “Account” means Customer’s Ramblr account.
5. “Administrator” means a Customer-designated End User who administers Customer’s Account and has access to permissions and other sensitive settings.
6. “Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means the ability to direct the management and policies of an entity.
7. “Background Intellectual Property” means registered and unregistered proprietary methodologies, tools, models, software, documentation, know-how, trade secrets, user interfaces, inventions, or works of authorship, including videos and images, and/or any other form of intellectual property conceived or developed by Ramblr or its licensors (a) prior to rendering any Services under this Agreement, (b) independent of this Agreement, and (c) in connection with the Services, but that are not Service Results or derivatives of Customer Materials or Service Results.
8. “Customer Materials” means any materials or multimodal data, including digital files, videos, images, sensor data, code, text, and machine learning models, that Customer uploads to the Ramblr Data Engine or otherwise provides to Ramblr to facilitate Ramblr’s provision of the Services.
9. “Effective Date” means the date on which Customer first accepts this Agreement pursuant to paragraph 1.
10. “End Users” means Customer employees, contractors, or subcontractors who are users of Customer’s Account.
11. "EU AI Act" means Regulation (EU) 2024/1088 of the European Parliament and of the Council of 13 March 2024 laying down harmonised rules on artificial intelligence, as published in the Official Journal of the European Union on 12 July 2024, and as amended or replaced from time to time.
12. “Intellectual Property Rights” means the current and future worldwide rights under patent, copyright, trade secret, and trademark laws, and other similar rights.
13. “Personal Data” means any information relating to an identified or identifiable natural person as defined as such under the GDPR and includes any equivalent concept under other applicable data protection laws (such as “personal information” under CCPA/CPRA).
14. “Quote” means a written offer or proposal from Ramblr referencing these terms, accepted by the Customer, and setting out the Services, applicable fees, and any applicable Scope of Work.
15. “Ramblr Data Engine” means the proprietary systems, infrastructure, web-based tools, software and any associated technologies owned or licensed by Ramblr, including APIs, data storage systems, computational hardware (servers and GPUs), hosting services, and operational frameworks. Ramblr Data Engine does not include Third-Party Offerings.
16. “Ramblr Technology” means Ramblr and its Affiliate’s products and services (including the Ramblr Data Engine), Ramblr Data, Background Intellectual Property and all improvements, enhancements, or modifications to any of the foregoing, and Ramblr's trademarks, logos, and other brand features.
17. “Remote Worker” means a remote independent contractor that performs subcontracted labeling or annotation services.
18. “Representatives” means a party and its Affiliates' employees, independent contractors, and advisors. In the case of Ramblr, “Representatives” include Remote Workers.
19. “Scope of Work” or “SOW” means the written description of the Services, deliverables, timelines, and responsibilities agreed by the parties, as set out in or referenced by the Quote. A Scope of Work may also be referred to as a statement of work or service/project description.
20. “Sensitive Information” means digital files and data that contain content which (a) is obscene, pornographic, or indecent, (b) is violent (including suicide and self-harm), threatening, hateful, or discriminatory, (c) is defamatory, harassing, misleading, or fraudulent, (d) depicts weapons, illegal drugs, or drug paraphernalia, (e) promotes or supports terror or hate groups or (f) violates or may violate the privacy or publicity rights of any person or entity.
21. “Service Results” means the deliverables, applications, systems, documentation or other work product developed by Ramblr for Customer as part of the Services in the form, function, and accessibility specified in the Quote or corresponding Scope of Work. Service Results do not include Third-Party Offerings.
22. “Terms for Third-Party Offerings” means any separate license agreements, privacy policies, or restrictions on use for Third-Party Offerings available at https://ramblr.ai/third-party-offerings or otherwise provided to Customer in writing, which are incorporated by reference.
23. “Third-Party Models” means machine learning models, including multimodal large language models (MLLMs), that are made available under separate terms of use, proprietary license, open-source license, or similar license or terms which govern use of or distribution of any code or model.
24. “Third-Party Offerings” means products (including open-source software), services, or content offered or sold by a third party, including Third-Party Models.