General Terms and Conditions (GTC)

of Changamoto Media GmbH

1. Scope and definition of terms

• These General Terms and Conditions (GTC) apply to all contracts for the use of the digital applications and other services provided by the Changamoto Media GmbH operating under the brand and tool name Florentine.ai (‘Changamoto Media’ or ‘we’, collectively: "the Services" and “the Application”).  
• The services of Changamoto Media are intended exclusively for entrepreneurs and not for consumers. Only to the extent that consumers nevertheless use the services shall the provisions set out in these GTC and the instructions apply.  
• A consumer within the meaning of these GTC is any natural person who concludes the contract for a purpose that cannot be attributed to their commercial or independent professional activity.
• An entrepreneur is any natural or legal person or partnership with legal capacity who, when concluding the contract, is acting in the exercise of their commercial or independent professional activity.
• Any deviating terms and conditions of the customer shall not become part of the contract unless Changamoto Media expressly agrees to their validity in writing.

2. Subject matter of the contract and services

• Changamoto Media offers Software-as-a-Service (SaaS) solutions for linking LLM AI tools with its customers' proprietary MongoDB databases. This allows data to be retrieved via the input tools of the respective AI provider, analyzed, and displayed for various purposes, e.g. controlling.
• The subject matter of the contract is the provision of the applications for use by accessing the provider's data center via the Internet by use of the service Florentine.ai. 
• Changamoto Media makes its applications available for use at the router output of the respective data center, which is specified in the privacy policy at the time of conclusion of the contract. The software remains on Changamoto Media's server at all times. We do not guarantee the data connection between the transfer point and our customers' IT systems. It is the customer's responsibility to ensure that the technical requirements for receiving the software at the transfer point and for its use are met.  
• The license granted by Changamoto Media is company-based. This means that the right of use is tied to the registered company (identified by a corporate email and customer account) and not to individual access seats. Only the registered company may log into the Florentine.ai platform for configuration purposes.
• The FLORENTINE_API_KEY enables the customer company to access Changamoto Media’s services via the provided API or via the provided MCP server. The customer may integrate the services into its own IT systems, applications, or services and may use such integrations internally or embed them into services offered to its own end customers. The contractual responsibility for use and compliance with these GTC remains with the registered customer company.
• Access to Changamoto Media's SaaS solutions is via browser, API or MCP server.
• Changamoto Media reserves the right to use subcontractors to provide services. The data protection policies of Changamoto Media and restrictions therein apply.

3. Conclusion

• The presentation of the application on the Florentine.ai website or in other media does not constitute a binding offer by Changamoto Media. Rather, it gives the customer the opportunity to submit a binding offer to conclude a usage agreement for the respective application.
• The customer submits an offer by clicking on an "Upgrade" button on the Florentine.ai websites and completing the online ordering process on the created Stripe checkout session website and sending the order by clicking on the "Subscribe with obligation to pay" button. After submitting the order, the customer will receive an order confirmation by email to the email address provided by them in the event of acceptance by Changamoto Media. This order confirmation constitutes acceptance of the offer, and the contract is concluded upon receipt thereof.    
• In this case, the usage contract consists of the order confirmation corresponding to the customer's order and these General Terms and Conditions.

4. Term and Termination

• The contract is concluded for a period of one month beginning with the conclusion of the contract. If it is not terminated by the end of the respective month , it is automatically extended for another month. Termination must be made in writing. The declaration of termination can also be made via the "Manage subscription" button on the Florentine.ai website followed by a click on the "Cancel subscription" button on the created Stripe portal session website.
• The right to extraordinary termination for good cause remains unaffected.   

5. Remuneration, payment processing

• Changamoto Media's Florentine.ai service offers various usage models. The so-called "Free Account" is permanently free of charge for customers. Only limited functions of the application are available with this account.
• If the customer uses paid applications or modules beyond the scope of the "Free Account", the remuneration shall be based on the price list available on the Florentine.ai website or the prices stated there for the respective applications and modules, unless otherwise expressly agreed in writing.  
• Unless otherwise agreed, Changamoto Media's paid services are remunerated by monthly flat-rate fees per application or application component and per registered user.  
• All prices stated on the websites are inclusive of the applicable statutory value-added tax, if this is payable in accordance with the statutory provisions.
• The fee for paid accounts is due in advance for the coming billing period upon invoicing. A billing period corresponds to one contract month.
• Payment shall be made in cash by bank transfer or via one of the payment methods specified on the Florentine.ai websites (in particular via the payment service provider Stripe).
• Invoices shall be issued in electronic form. The invoice shall be sent to the customer by email. In addition, Changamoto Media may grant the customer the option of accessing invoice documents in electronic form in the customer account.
• Changamoto Media reserves the right to change the prices for the services offered with effect from the start of a new contract extension. The customer will be informed of price changes in writing at least four weeks before the start of the next extension period. In the event of a price increase, the customer has the right to object to the price change and to terminate the contract with two weeks' notice to the end of the respective contract month. If the customer does not object to the price increase, it shall be deemed approved upon expiry of the objection period. Changamoto Media shall expressly inform the customer of this legal consequence in the notification.
• Payment processing is carried out by Stripe Payments Europe Ltd. 

6. Cooperation obligations and duties of the customer

• The customer shall ensure that all cooperation necessary for the proper use of the applications and the performance of the contract is provided in a timely manner, in full, and at its own expense. This includes, in particular, setting up the necessary technical requirements and ensuring suitable access and network infrastructure.
• The customer shall maintain their systems in a condition that complies with generally accepted security standards, in particular by using up-to-date virus protection programs and regular updates.  
• The customer is obliged to report any malfunctions, faults, or security incidents to Changamoto Media immediately and to cooperate in their elimination to the best of their ability.
• Access data must be treated as confidential and may not be passed on to unauthorized third parties.

7. Offsetting

• The customer shall only be entitled to offset claims if their counterclaims are undisputed or have been legally established.

8. Availability and restoration of operational readiness

• Changamoto Media aims for an average availability of the Florentine.ai application of 97% per calendar year. The availability of the application at the point of transfer from the system operated by us to the public Internet is decisive. Availability is calculated using the following formula:
  Availability = (total time - total downtime) / total time x 100%
  The following periods are not taken into account when calculating the total downtime:
  a) Periods of unavailability due to Internet disruptions beyond our control or other circumstances beyond our control, in particular events of force majeure, epidemics, or pandemics;
  b) Periods of unavailability due to planned maintenance work on the application, provided that this has been announced at least three working days in advance. Planned maintenance work is carried out regularly at times when low usage is expected, namely between 10:00 p.m. and 6:00 a.m.;
  c) Periods of unscheduled maintenance work that is absolutely necessary to remedy malfunctions. Florentine.AI will inform the customer of this as soon as possible, for example by posting a notice on the website;d) Periods of unavailability due to the fact that the technical requirements for access to the application are not or not properly met on the part of the customer, for example in the event of malfunctions or failures of the customer's hardware or Internet connection.
• If a malfunction occurs that significantly impairs the functionality of the Florentine.ai application, we shall be obliged to restore operational readiness within a reasonable period of time for troubleshooting and error correction.
  
• The customer is obliged to report malfunctions immediately in a comprehensible and detailed form in writing (e.g., by email), providing all information necessary for the identification and analysis of the defect. In particular, the work steps that led to the occurrence of the defect, the specific manifestation, and the detectable effects of the malfunction must be specified.
  
• If it is necessary for troubleshooting or rectification, the customer shall provide us with reasonable support.
  
• We shall be granted a reasonable period of time for restoration, which shall be at least one week, unless a shorter period is absolutely necessary in exceptional cases.
  

9. Access and use of the application

• A usage agreement within the meaning of these Terms and Conditions entitles only one registered company or single person user to use the application. Only the registered company account may log into the platform to configure databases and generate the FLORENTINE_API_KEY.
  
• The customer's access to the applications they have subscribed to is password-protected using the access data assigned to the customer. The customer is obliged to treat this access data as strictly confidential, to protect it from access by unauthorized third parties, and to prevent any misuse.
  
• The proper usability of the application's functions and the monitoring of compliance with the permissible usage limits require that the customer's end devices accept the cookies transmitted by us and do not manipulate or delete them during a session. The customer undertakes to ensure that these requirements are met by making the appropriate settings in their browser. If the customer culpably fails to comply with this obligation, we shall not be liable for any resulting functional restrictions. If a breach of duty impairs the monitoring of compliance with the usage limits, we may set a reasonable deadline for the customer to remedy the breach. If no remedy is provided within the deadline, we are entitled to block the customer's access until the breach of duty has been remedied. If no remedy is provided even after the expiry of a further reasonable grace period, we may terminate the usage agreement for cause.
  
• We are entitled to block the customer's account if there are indications that the customer has disclosed access data to unauthorized third parties.
  
• Before blocking access, we shall inform the customer of the facts and give them the opportunity to comment and remedy the situation within a reasonable period of time. This shall not apply if there is imminent danger.
  
• The customer undertakes to inform us immediately upon becoming aware of any misuse or loss of their access data or any unauthorized use of their account. In such cases, we are entitled to temporarily block access until the situation has been clarified and the misuse has been stopped.  The customer is liable for any damage caused by misuse for which they are responsible.
  

10. Liability

• We shall be liable without limitation for damages resulting from injury to life, limb, or health, as well as for intent and gross negligence.
  
• We also assume full liability for warranty claims.
  
• We shall also be liable without limitation for the breach of essential contractual obligations (so-called cardinal obligations). Cardinal obligations are obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the customer may regularly rely. In such cases, liability shall be limited to the foreseeable damage typical for the contract.
  
• We are liable for other cases of slight negligence limited to EUR 5,000.00 per claim.
  
• The liability sine culpa for defects already existing at the time of conclusion of the contract pursuant to Section 536a (1) half-sentence 1 BGB is excluded.
  
• Liability under the Product Liability Act remains unaffected.
  
• The above provisions also apply to the liability of our vicarious agents.
  

11. Copyright and rights of use

• The customer acknowledges and accepts that the design of our websites, especially the once published on Florentine.ai and the computer programs underlying the application are protected by copyright. Decompilation, reverse engineering, or attempts to derive source code are prohibited except as permitted by law.
  
• In accordance with the terms of the license agreement, the customer shall receive, subject to payment of the remuneration owed and due, the simple, non-exclusive, non-transferable right to use the application for the contractually intended purpose for the duration of the license agreement.
  
• The customer is expressly prohibited from passing on, sending, or publishing the data contained in the application and evaluated or processed to third parties, unless the application provides for such a function in accordance with its intended purpose or expressly agrees to this.
  

12. Processing of personal data

• The customer is advised that Changamoto Media collects, processes, and uses personal inventory and usage data to the extent necessary for the establishment, implementation, or termination of the user relationship. Details can be found in the current privacy policy of Florentine.ai, which is available at the following link: Privacy Policy
  
• Insofar as the customer enters personal data into the application, they are responsible for its legality and remain the controller within the meaning of the General Data Protection Regulation (GDPR). Changamoto Media processes this data exclusively on behalf of and in accordance with the instructions of the customer. Florentine.ai is in this respect a processor within the meaning of Art. 28 GDPR.
  
• Florentine.ai provides the customer with an agreement on order processing in accordance with Art. 28 GDPR. This becomes part of the contractual relationship and can be requested via email: dpa@florentine.ai
  
• If the customer refuses to conclude or accept the order processing agreement provided by us, we are entitled to terminate the user agreement for good cause without notice.
  

13. Mandatory information for consumers

• The services of us are intended for entrepreneurs only. However, the following applies to consumers:
  
• We grant customers who are consumers a right of withdrawal in accordance with the following withdrawal policy.
  
• A consumer is any natural person who enters into a legal transaction for a purpose that is neither commercial nor related to their independent professional or business activity (Section 13 BGB).
  a) Cancellation policyaa) Right to withdrawalYou have the right to withdraw from this contract within fourteen days without giving any reason.
  ‍
  The withdrawal period is fourteen days from the date of conclusion of the contract. To exercise your right of withdrawal, you must inform us Changamoto Media GmbH, Bahnhofstrasse 7, 21407 Deutsch Evern, Germany of your decision to withdraw from this contract by means of a clear statement (e.g. a letter sent by post or email).
  
  To meet the cancellation deadline, it is sufficient for you to send your notification of exercising your right of cancellation before the cancellation period expires.bb) Consequences of withdrawalIf you revoke this contract, we shall reimburse you for all payments we have received from you, including delivery costs (with the exception of additional costs resulting from your choice of a type of delivery other than the cheapest standard delivery offered by us), immediately and at the latest within fourteen days of the day on which we receive notification of your revocation of this contract. We will use the same means of payment for this refund as you used for the original transaction, unless expressly agreed otherwise with you; in no event will you be charged for this refund.cc) Sample withdrawal formIf you wish to withdraw from the contract, please fill out this form and return it to us.
  - To Changamoto Media GmbH, Bahnhofstrasse 7, 21407 Deutsch Evern, Germany, withdraws@florentine.ai- I/We hereby revoke the conract concluded by me/us for the provision of the following service:                                                         - Ordered on:                                    - Name of consumer(s)
  - Address of the consumer(s)- Signature of the consumer(s)- Dateb) ODR PlatformAs an online company, we are obliged to inform you as a consumer about the European Commission's online dispute resolution platform (ODR platform). This ODR platform can be accessed via the following link: https://webgate.ec.europa.eu/odr. However, we do not participate in dispute resolution proceedings before a consumer arbitration board.
  

14. Choice of law and place of jurisdiction

• The exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall be the registered office of Changamoto Media GmbH, provided the customer is a merchant, a legal entity under public law, or a special fund under public law.