These Terms of Service ("Terms") constitute a legally binding agreement between you and Audyr ("we", "us", "our") — the provider of the Audyr platform — governing your access to and use of the Audyr platform.

By creating an account or using our Service, you agree to these Terms in their entirety. If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity. If you do not agree, do not use the Service.

1. Definitions

• "Service" — The Audyr platform at app.audyr.com, including the dashboard, APIs, embeddable Widget, and all related services, documentation, and updates.
• "Customer"— The individual or legal entity that registers for and uses the Service. Also referred to as "you" throughout these Terms.
• "End User"— A user of the Customer's website who interacts with the Audyr Widget.
• "Widget" — The embeddable feedback collection component that Customers install on their websites via a JavaScript snippet.
• "Feedback Data" — All data collected through the Widget, including text content, conversation metadata, and all AI-generated analyses derived therefrom.
• "Customer Data" — All data that a Customer uploads, submits, or generates through the Service, including Feedback Data, project configurations, integration settings, and account information.
• "Subscription" — The paid plan selected by the Customer, granting access to the Service for the applicable billing period.

2. Account Registration and Security

1. You must be at least 16 years of age and have full legal capacity to enter into contracts under applicable law.
2. You must provide accurate, complete, and current registration information and promptly update it if it changes.
3. Authentication is provided through WorkOS AuthKit. You are solely responsible for the security of all authentication methods linked to your account (email/password, SSO, social login).
4. You are fully responsible and liable for all activities that occur under your account, whether or not authorized by you. Notify us immediately at hello@audyr.com if you suspect unauthorized access.
5. We reserve the right to suspend or terminate accounts that contain false, misleading, or outdated information.

3. Description of the Service

3.1 Core Functionality

• An embeddable Widget for collecting user feedback via AI-driven chat conversations.
• AI-powered analysis including sentiment scoring, topic extraction, feedback deduplication, and priority ranking
• A dashboard for viewing, organizing, and acting on aggregated feedback insights, including a kanban board
• Integration with third-party tools (e.g., Linear for issue tracking)

3.2 AI Processing Disclaimer

AI outputs are provided "as is" without warranty of accuracy. You acknowledge that: (a) AI-generated outputs (sentiment scores, topic labels, summaries, priorities) are automated estimates and may contain errors; (b) AI-generated content must not be relied upon as the sole basis for any business, legal, medical, or financial decision; (c) feedback text is transmitted to OpenAI's API for processing — OpenAI does not use API data to train models; (d) Audyr expressly disclaims all liability for decisions made based on AI-generated insights.

3.3 Widget Embedding Obligations

By embedding the Widget on your website, you agree to and accept sole responsibility for:

1. Informing End Users that feedback is collected and processed, including in your own privacy policy, in compliance with GDPR, TTDSG, and all other applicable data protection laws.
2. Obtaining all necessary consents from End Users where required by law, including configuring consent collection through the Widget's privacy settings.
3. Not using the Widget to intentionally or recklessly collect special categories of personal data under Art. 9 GDPR (health, racial or ethnic origin, political opinions, biometric data, etc.).
4. Ensuring that the Widget is not used to collect data from minors under 16 without verifiable parental consent.
5. Complying with all applicable laws in every jurisdiction where the Widget is deployed.

4. Subscription, Payment, and Taxes

4.1 Subscription Plans

The Service is offered in various subscription tiers as displayed on our website. We reserve the right to modify pricing, features, or usage limits at any time with 30 days' prior notice for existing Customers. Continued use after the notice period constitutes acceptance.

4.2 Billing and Payment

• Payments are processed through Polar. By subscribing, you also agree to Polar's terms of service.
• Subscriptions are billed in advance on a monthly or annual basis. Fees are non-refundable except as expressly stated herein or required by applicable law.
• All prices are exclusive of applicable taxes (including but not limited to Umsatzsteuer / VAT). Taxes will be charged in accordance with German and EU tax law.
• You are responsible for providing accurate billing and tax information, including a valid VAT identification number if applicable.
• If payment fails, we may suspend access to the Service after providing 7 days' written notice. Continued non-payment for 30 days constitutes a material breach.

4.3 Free Tier

If a free tier is offered, it is subject to usage limits and may be modified, restricted, or discontinued at our sole discretion at any time without notice. No service level commitments apply to the free tier.

4.4 Consumer Withdrawal Right (Widerrufsrecht)

Consumers within the EU have a statutory right of withdrawal (Widerrufsrecht) of 14 days from the date of contract conclusion under the Consumer Rights Directive (2011/83/EU). The right of withdrawal expires prematurely if the Service has been fully performed before the end of the withdrawal period and the consumer gave prior express consent and acknowledged that the right of withdrawal is lost upon full performance.

For business Customers (B2B), no refunds are provided for partial billing periods after cancellation, and the consumer withdrawal right does not apply.

5. Customer Obligations and Restrictions

You agree to the following. Any violation may result in immediate suspension or termination of your account without refund:

1. Use the Service only for lawful purposes and in compliance with all applicable laws, including GDPR, BDSG, TTDSG, UWG, DDG, and all applicable local laws.
2. Not collect, store, or process data in violation of any person's rights, including privacy, intellectual property, and personality rights.
3. Ensure your use of the Widget complies with your own privacy policy and your legal obligations as a Data Controller.
4. Not reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or data structures of the Service.
5. Not interfere with or disrupt the integrity or performance of the Service, including through automated scraping, denial-of-service attacks, injection of malicious code, or circumventing technical protection measures.
6. Not resell, sublicense, redistribute, or make the Service available to third parties as part of a competing service without our prior written consent.
7. Not use the Service for benchmarking or competitive analysis purposes without prior written consent.
8. Not exceed the usage limits of your Subscription tier. Overuse may result in throttling, suspension, or automatic upgrade at the applicable rate.
9. Maintain accurate, complete, and up-to-date account and billing information at all times.
10. Not use the Service to send unsolicited communications, spam, or engage in phishing or social engineering.

6. Intellectual Property

6.1 Our Intellectual Property

The Service, including all software, algorithms, AI models and configurations, user interfaces, design, text, graphics, logos, trademarks, and all associated intellectual property, is and remains the exclusive property of Audyr or its licensors. These Terms grant you a limited, non-exclusive, non-transferable, revocable license to use the Service solely for its intended purpose during your active Subscription. No other rights are granted, whether by implication, estoppel, or otherwise.

6.2 Customer Data Ownership

You retain all rights, title, and interest in your Customer Data. By using the Service, you grant us a limited, worldwide, non-exclusive, royalty-free license to use, process, store, transmit, and display Customer Data solely to provide, maintain, and improve the Service and to comply with legal obligations.

6.3 AI-Generated Outputs

AI-generated analyses derived from your Feedback Data are Service outputs. You may use them for internal business purposes. We do not claim ownership of outputs derived from your Customer Data. However, we retain all rights to the underlying AI systems, models, algorithms, prompts, and methodologies used to produce such outputs.

6.4 Aggregated & Anonymous Data

We may compile aggregated, de-identified, and anonymized data derived from your use of the Service ("Aggregated Data"). Aggregated Data does not identify you or any End User. We own all rights to Aggregated Data and may use it for any lawful purpose, including improving the Service, analytics, benchmarking, and machine learning research.

6.5 Feedback to Audyr

If you provide suggestions, ideas, feature requests, or other feedback about the Service itself ("Service Feedback"), you irrevocably assign to Audyr all rights, title, and interest in such Service Feedback. We may use, incorporate, and commercialize Service Feedback without restriction, attribution, or obligation to you.

7. Data Protection and Processing

1. Our processing of personal data is described in our Privacy Policy, which forms part of these Terms.
2. Where you act as Data Controller and Audyr as Data Processor, the processing is governed by a Data Processing Agreement (DPA / Auftragsverarbeitungsvertrag) per Art. 28 GDPR, available at hello@audyr.com.
3. You are solely responsible for ensuring a valid legal basis for the collection of End User data through the Widget, including obtaining and documenting consent where required. Any fines, damages, or claims arising from your failure to do so are your sole responsibility.
4. We maintain technical and organizational measures in accordance with Art. 32 GDPR. However, we do not warrant that the Service is suitable for processing special categories of data under Art. 9 GDPR.

8. Availability, Warranty Disclaimer, and SLA

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". To the maximum extent permitted by applicable law, we expressly disclaim all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

1. We strive to maintain high availability but do not guarantee uninterrupted, error-free, or secure access. The Service depends on third-party infrastructure (Convex, Vercel, WorkOS, OpenAI, Polar, Upstash).
2. Scheduled maintenance will be announced in advance where reasonably possible. Emergency maintenance may occur without prior notice.
3. We are not liable for downtime, data loss, or performance degradation caused by third-party providers, force majeure, internet connectivity issues, Customer equipment, or circumstances beyond our reasonable control.
4. We do not warrant that the Service will meet your requirements, that results obtained will be accurate or reliable, or that defects will be corrected within any specific timeframe.

9. Limitation of Liability (Haftungsbeschränkung)

9.1 Unlimited Liability

We are liable without limitation only for damages caused by: (a) intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit); (b) injury to life, body, or health; (c) fraud or fraudulent misrepresentation; and (d) mandatory liability under the German Product Liability Act (Produkthaftungsgesetz).

9.2 Limited Liability

In cases of slight negligence (leichte Fahrlässigkeit), we are liable only for breaches of essential contractual obligations (wesentliche Vertragspflichten / Kardinalpflichten) — obligations whose fulfilment is prerequisite to the proper performance of the contract and upon whose compliance you may regularly rely. In such cases, liability is limited to the typical foreseeable damage at the time of contract conclusion.

Our total aggregate liability under this Section 9.2 is capped at the lesser of (a) the total fees actually paid by you in the 12 months preceding the event giving rise to the claim, or (b) EUR 10,000.

9.3 Exclusions of Liability

To the maximum extent permitted by law, we are not liable for:

• Any inaccuracy, incompleteness, or unreliability of AI-generated outputs (sentiment scores, topics, summaries, priorities, insights)
• Any decision, action, or omission made by you or any third party based on AI-generated insights or any other Service output
• Loss of data, revenue, profits, business, contracts, anticipated savings, or goodwill
• Indirect, incidental, consequential, special, exemplary, or punitive damages, regardless of foreseeability or whether we have been advised of the possibility
• Unauthorized access resulting from your failure to secure account credentials
• Actions, omissions, errors, or outages of third-party service providers (Convex, Vercel, WorkOS, OpenAI, Polar, Upstash, Linear)
• Customer's failure to comply with applicable data protection laws when collecting End User data through the Widget
• Content submitted by End Users through the Widget

9.4 Force Majeure

Neither party shall be liable for delays or failure to perform due to circumstances beyond reasonable control, including natural disasters, pandemics, epidemics, wars, acts of terrorism, government orders, sanctions, embargoes, power failures, internet outages, cyberattacks, labor disputes, or third-party service failures.

10. Indemnification (Freistellung)

You agree to defend, indemnify, and hold harmless Audyr, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising from or relating to:

1. Your breach of these Terms or any applicable law
2. Your collection, processing, or use of End User data through the Widget, including any GDPR or data protection violations
3. Claims by End Users or any third party resulting from your use of the Service or the data collected through the Widget
4. Your content or data that infringes third-party rights
5. Your negligent or intentional misuse of AI-generated outputs
6. Any regulatory fines, sanctions, or enforcement actions resulting from your failure to comply with data protection obligations

This indemnification obligation survives termination of these Terms.

11. Term and Termination

11.1 Term

These Terms are effective from account creation and remain in effect until terminated. Your Subscription auto-renews at the end of each billing period unless cancelled before renewal.

11.2 Termination by Customer

You may cancel your Subscription at any time through the dashboard or by contacting hello@audyr.com. Cancellation takes effect at the end of the current billing period. No refunds are provided for the remaining period.

11.3 Termination by Audyr

We may suspend or terminate your account immediately and without refund if:

• You materially breach these Terms and fail to cure within 14 days of written notice (or immediately if the breach is not curable)
• You use the Service for illegal purposes or in a manner that could expose Audyr to legal liability
• You fail to pay fees when due for more than 30 days
• Your account has been inactive for more than 12 months (free tier)
• Required by law, court order, or regulatory authority
• We reasonably determine that continued provision of the Service to you poses a risk to the Service, other customers, or third parties

11.4 Effects of Termination

• Upon termination, your license to use the Service terminates immediately and all rights granted hereunder cease.
• We will retain Customer Data for 30 daysafter termination to allow export. After this period, data will be permanently and irreversibly deleted, except where retention is required by law (§ 147 AO / § 257 HGB).
• You may request a data export in machine-readable format (JSON/CSV) prior to or within 30 days of termination.
• Sections 6 (IP), 9 (Liability), 10 (Indemnification), 13 (Governing Law), and any accrued payment obligations survive termination.

12. Modifications to the Terms

We may modify these Terms at any time. Material changes will be notified at least 30 days in advance via email or through the Platform. If you do not agree with the modified Terms, you may terminate your account before they take effect. Continued use of the Service after the effective date constitutes binding acceptance of the modified Terms.

13. Governing Law and Jurisdiction

1. These Terms are governed by and construed exclusively in accordance with the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and conflict-of-law rules.
2. For business Customers (B2B), the exclusive place of jurisdiction for all disputes is Dorsten, Germany.
3. For consumers within the EU, mandatory consumer protection provisions of the consumer's country of residence apply in addition. Consumers may bring claims in the courts of their place of residence.

14. Online Dispute Resolution (EU)

The European Commission provides an ODR platform at: https://ec.europa.eu/consumers/odr/

Our email: hello@audyr.com

We are neither obligated nor willing to participate in dispute resolution proceedings before a consumer arbitration board (Verbraucherschlichtungsstelle).

15. Severability (Salvatorische Klausel)

If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions remain in full force. The invalid provision shall be replaced by a valid provision that most closely reflects the original commercial intent and economic effect.

16. Entire Agreement and Waiver

These Terms, together with the Privacy Policy and any applicable DPA, constitute the entire agreement between you and Audyr. They supersede all prior agreements, understandings, and communications, whether written or oral. No waiver of any provision shall be deemed a further or continuing waiver of that or any other provision. Our failure to enforce any right or provision does not constitute a waiver.

17. Contact

Email: hello@audyr.com
Phone: +49 0178 1423306