Terms of Service

Marketplace Terms to Sell and Buy Agentic Services

(hereinafter “Marketplace Terms”)

1. General Provisions

Plan.Net Studios GmbH & Co. KG, Friedenstraße 24, 81671 Munich (hereinafter „PNS“) offers users (hereinafter „User“) (PNS and the User hereinafter collectively referred to as the “Parties” and individually as a “Party”) the opportunity to use the marketplace (hereinafter „Marketplace“) to sell and buy agentic services (hereinafter “Agentic Services”) subject to these Marketplace Terms. The Marketplace and the Agentic Services are offered exclusively to merchants as defined in Section 1 para. 1 German Commercial Code (HGB). Certain Agentic Services are offered by PNS, while other Agentic Services are offered by other Users.

2. Services of PNS

The Marketplace is a platform for buyers (hereinafter “Buyer”) and PNS or third party suppliers (third party suppliers hereinafter “Supplier”) of Agentic Services. The User, as a Party to these Marketplace Terms, may act as either a Buyer or a Supplier, depending on the circumstances and their activities on the Marketplace. A Buyer purchases an Agentic Services either from PNS or from a Supplier, as the case may be.

PNS’s services consist inter alia of:

a) Making available the Marketplace to the User after their registration pursuant to Section 3;
b) Facilitation of negotiations and conclusion of contracts on the Marketplace between a Buyer and a Supplier pursuant to Section 4;
c) Procurement of options for information and communication amongst Users/contracting parties;

PNS will make the Marketplace available to the User with an Availability of at least 98 % of the total time in any given calendar year, measured at the output point of the PNS or third party data center. “Availability” means the ability to use the main functions of the Marketplace. The following events do not constitute a failure to meet the Availability and are deducted from the total time when calculating Availability: unavailability caused by (a) emergency maintenances or (b) circumstances beyond PNS’s reasonable control, such as force majeure, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, epidemic, pandemic (e.g. Covid-19), act of terror, strike or other labor problem (other than one involving PNS’s own employees), internet service provider failure or delay, cybersecurity or denial of service attacks which are not in PNS’s responsibility. For the avoidance of doubt, the provision of Agentic Services is governed by the respective Agentic Service Terms and not covered by this Section 2.3.

If the User becomes aware of an outage, malfunction or degradation of the Availability of the Marketplace, the User shall promptly inform PNS and describe the symptoms of the issue in a detailed and reproducible manner, by sending an email to [email protected] PNS will use its best endeavors to analyze and respond to such faults with a reaction time of up to 4 hours during its normal business hours, 9:00 through 17:00 CET on working days in the State of Bavaria, Germany.

3. Registration and Access to the Marketplace

To become a User of the Marketplace, the user must register for the Marketplace and accept these Marketplace Terms in accordance with the registration procedure implemented by PNS. PNS is under no obligation to accept any registration request and may accept or reject any such request in its sole discretion.

As part of the registration process, the User shall provide the requested corporate information, invoice data and organizational contact and shall indicate whether it wishes to use the Marketplace for selling and/or buying. If PNS accepts the registration request, it will inform the User of the successful registration via email.

The User warrants that any information provided to PNS or other Users, including without limitation the information provided pursuant to Section 3.2, is accurate, current and complete and that the User will update the information immediately in case of any relevant changes.

PNS is authorized to temporarily or permanently suspend User’s access to the Marketplace if PNS has reason to believe that the User has violated these Marketplace Terms or the applicable laws of a member state of the EU or any law applicable to these Marketplace Terms (“Applicable Laws”). When deciding whether to block the User, the circumstances of the individual case must be taken into account using the following criteria:

a) the absolute number of demonstrably unlawful content or demonstrably unfounded reports or complaints provided or submitted within a given time period;
b) their relative share of the total number of individual pieces of information provided in a given period or reports made within a given period;
c) the severity of the cases of misuse, including the type of illegal content, and their consequences; and
d) the intentions pursued by the User, person, entity or complainant, where those intentions can be determined.

All logins are individualized and may only be used by the User. The User must keep confidential its login, password and other credentials (“Account Credentials”) and protect them against unauthorized access by third parties. In the event of an actual or suspected misuse of the account or Account Credentials by a third party, the User shall promptly notify PNS thereof. As soon as PNS learns of such unauthorized use, PNS will take appropriate measures to restore the security of the affected account, which may include a temporary suspension of access to the account if there is no less restrictive but equally effective alternative, and PNS may request the User’s cooperation in this respect as appropriate. PNS reserves the right to change the login and password of the User; in such case, PNS shall promptly inform the User thereof in text form.

4. Offers for Agentic Services on the Marketplace

The Marketplace may contain Agentic Service offered by PNS and Agentic Services offered by a Supplier.

For Agentic Services of PNS, PNS is the vendor and provides the Agentic Services subject to the Agentic Service Terms (hereinafter “Agentic Service Terms”) to be concluded separately between PNS and Buyer.

For Agentic Services of a Supplier, Supplier is the vendor and provides the Agentic Service subject to the terms to be concluded separately between Supplier and Buyer. Supplier is solely responsible for determining and implementing the pricing, license rights and other terms governing Buyers’ use of Supplier’s Agentic Service. Supplier shall refrain from any act or omission that might create the impression that PNS is the vendor of such Agentic Service.

Supplier must meet the eligibility requirements specified by PNS on the Marketplace in order to offer Agentic Services on the Marketplace.

Supplier is responsible for (i) the evaluation and testing of the Agentic Service as to its technology, functionality, performance, security, and user interface and (ii) compliance of the Agentic Service with Applicable Laws, these Marketplace Terms and any other requirements specified by PNS on the Marketplace.

PNS may, but shall not be obliged to, review each Agentic Service submitted by Supplier, and PNS may accept or reject in its sole discretion any submission for an Agentic Service. No review of a Supplier Agentic Service by PNS nor the lack thereof shall constitute or be communicated by Supplier as an endorsement of the Agentic Service by PNS.

Supplier represents and warrants that:

a) Supplier owns all rights necessary to offer and provide the Agentic Service;
b) each Agentic Service conforms in all material respects to the description and documentation made available by Supplier on the Marketplace and otherwise;
c) no Agentic Service infringes any third party’s intellectual property rights;
d) each Agentic Service (including information about applicable fees) is, at all times, accurate, complete, not misleading, and in compliance with the terms of these Marketplace Terms and Applicable Laws, including without limitation privacy and data protection laws, and meets any security or other standards of the industries for which it is intended or reasonably may be expected to be used; and
e) each Agentic Service can be legally distributed in the countries where the Marketplace is available in accordance with the export laws applicable to such distribution.

Supplier shall ensure that each Agentic Service is kept up-to-date with current bug fixes and patches. PNS reserves the right to remove the listing of an Agentic Service if it does not meet the requirements set out in these Marketplace Terms.

PNS may implement mechanisms that rate, or allow Buyers to rate, and provide feedback about an Agentic Service, Supplier’s performance in connection with an Agentic Service and the Marketplace. PNS may make these ratings and feedback publicly available.

5. Conclusion of Contracts on the Marketplace

The offering of Agentic Services on the Marketplace by PNS or Suppliers shall not constitute legally a binding offer within the meaning of Section 145 German Civil Code (BGB), but rather merely constitutes an invitation to tender (invitatio ad offerendum).

Buyer may issue a legally binding offer to PNS or the respective Supplier through the Marketplace in order to buy Agentic Services. In no case shall Supplier be permitted to participate as Buyer in any invitation to tender initiated by itself. Similarly, Supplier may not participate as Buyer in any invitation to tender initiated by itself through third parties acting on their behalf.

PNS and any Supplier are free to accept or decline offers from a Buyer.

PNS is not in a position to assume any warranty with respect to the identity of any User or the power of attorney of any person acting or claiming to act on behalf of such User. In case of doubts, the User may take appropriate steps to verify the identity or power of attorney of its respective counterparty in connection with a transaction on the Marketplace as appropriate.

Users may not open any invitations to tender, place any legally binding offers or accept any legally binding offers if

a) the details given are so incomplete that the subject-matter and price cannot be determined; or
b) the invitation to tender, placing the legally binding offer or accepting the legally binding offer violate Applicable Laws. In particular, no Agentic Services may be offered where their offer or sale would infringe any third party rights; the same shall apply with respect to pornographic articles or articles posing a risk to young people, weapons, drugs, propaganda materials of anti-constitutional organizations and parties, live animals etc. PNS is entitled to promptly remove any such invitation to tender from the Marketplace.

Unless otherwise agreed between Buyer and Supplier or PNS, a contract for the provision of Agentic Services between Supplier or PNS and Buyer shall be deemed concluded if Supplier accepts the legally binding offer of Buyer governed by the respective terms provided in the description of the Agentic Service or linked through the order process on the Marketplace. PNS is not a party to such contract. The performance of contracts concluded on the Marketplace is within the sole responsibility of Buyer and Supplier or PNS. With respect to contracts concluded on the Marketplace, PNS neither assumes any warranty for performance of contracts made between Buyers and Suppliers on the Marketplace, nor has any obligation to test, validate or otherwise review the Agentic Services, nor any liability for substantive defects or defects of title of the Agentic Services traded under these Marketplace Terms. PNS shall bear no obligation whatsoever to ensure performance of the contracts which have been concluded between Users under these Marketplace Terms.

With respect to all transactions on the Marketplace, the system time applicable on the platform of the Marketplace in question shall govern exclusively.

6. Rights and obligations of the User and restrictions on use

The User shall ensure by appropriate technical and organizational measures, for example by appropriately managing usage and access authorizations, that only authorized users use the Marketplace on its behalf and that they act in compliance with these Marketplace Terms. The User is solely responsible for all activities that take place under its account, including activities of third parties to which the User has granted access, insofar as these activities were authorized by the User or were not authorized by the User but could have been prevented by the User if due care had been exercised. If the User becomes aware or suspects that (i) an unauthorized third party has or may have obtained access to Account Credentials or (ii) unauthorized activities occurred within the User’s account, the User is obliged to immediately change its Account Credentials and inform PNS.

The User shall not decompile, disassemble or perform any other form of so-called reverse engineering of the Marketplace or any other attempt to discover the source code or underlying components of the Marketplace, algorithms, and the system of the Marketplace, unless permitted by Applicable Laws. Section 69a para. 2 sentence 2 and Section 69d para. 3 German Copyright Act (UrhG) shall remain unaffected. In particular, the User is not entitled to rent, sell, lease, sublicense, assign, distribute, frame or mirror or otherwise transfer the Marketplace or to make changes to the Marketplace. Unless expressly provided in these Marketplace Terms, PNS does not grant any other rights or licenses to the Marketplace.

The User shall

a) set up and maintain the necessary data security measures on its end throughout the entire term of these Marketplace Terms;
b) immediately notify PNS of any technical changes occurring within its sphere where such changes are apt to adversely impact PNS’s provision of its services or the security of the Marketplace;
c) assist in investigating attacks by third parties on the Marketplace, to the extent such assistance by the User is required; and
d) only carry out transactions on the Marketplace in connection with their business operations for commercial purposes.

The User shall refrain from any acts which would put the functionality of the Marketplace at risk or disrupt its functionality, and that it shall not access any data it is not authorized to access. In addition, the User must ensure that the information it communicates via the Marketplace and the data it uploads to the Marketplace do not contain any viruses, worms or trojan horses.

7. Ownership and Content

Except for the rights explicitly granted to the User in these Marketplace Terms, all right, title and interest (including intellectual property rights) in the Marketplace, PNS’s Agentic Services and the respective underlying technology remain with PNS and its licensors, and all right, title and interest (including intellectual property rights) in the Agentic Services of Supplier and the underlying technology remain with the respective Supplier and its licensors, as applicable.

The User shall not upload or process any content (e.g. links or frames) to or in connection with the Marketplace, including without limitation Agentic Services and their content, that (i) violates or infringes Applicable Laws, regulatory requirements, public policy or third-party rights, in particular any copyrights, trademarks, patents or other intellectual property rights or trade secrets, (ii) threatens, incites, promotes, or actively encourages violence, terrorism, or other serious harm, (iii) is pornographic, or promotes child sexual exploitation or abuse, or (iv) violates Section 6.4 of these Marketplace Terms (each such content hereinafter “Harmful Content”).

PNS shall not be responsible for any third-party content and PNS does not accept any third-party content as its own content under any circumstances.

PNS may investigate violations of these Marketplace Terms, including in response to a notice from a third party. PNS may use appropriate technical means for such investigations. PNS assumes no contractual obligation to monitor, delete or suspend content. If PNS receives a notice from a third party alleging that certain content of the User is Harmful Content, or if PNS has otherwise reasons to believe that a User’s content if Harmful Content, PNS will inform the User of the alleged violation and allow the User to respond to the allegation within a reasonable period, taking into account the circumstances of the individual case, unless such prior notification is not permitted by law or is unreasonable due to the nature or severity of the violation or its possible consequences. If the User does not remedy the alleged violation within that period and PNS reasonably believes that a violation has occurred, PNS may temporarily or permanently suspend or restrict the User’s access to the allegedly Harmful Content or the account, or delete the allegedly Harmful Content, depending on what is appropriate and reasonable under the specific circumstances. PNS will inform the user of such measure in an appropriate manner. When applying and enforcing any such measures, PNS will proceed carefully, objectively and proportionately, taking into account the rights and legitimate interests of all parties involved and the fundamental rights stated in the Charter of Fundamental Rights of the European Union, such as the right to freedom of expression, freedom and pluralism of the media and other fundamental rights and freedoms.

If PNS learns of any activities that may constitute a criminal offense posing a threat to human life or safety, PNS may notify law enforcement authorities.

The User shall indemnify and hold PNS harmless from and against all claims made by a third party against PNS alleging an infringement of their rights or based on violations of Applicable Laws content uploaded by the User, or the User’s offering or use of any Agentic Service. The User shall also assume the costs of PNS’s legal defense in this respect, including all court and lawyers' fees.

8. Limitation of liability

PNS shall be fully liable for damages (i) which are based on an intentional or grossly negligent breach of duty by PNS or on an intentional or grossly negligent breach of duty by a legal representative of PNS or a vicarious agent of PNS, (ii) which result from the breach of a guarantee assumed by PNS, (iii) from a fraudulently concealed defect, (iv) from injury to life, body or health resulting from a negligent breach of duty by PNS or an intentional or negligent breach of duty by a legal representative of PNS or a vicarious agent of PNS, and (v) under the Product Liability Act (ProdHaftG).

In case of a breach caused by ordinary negligence of obligations whose fulfillment is essential for the proper performance of these Marketplace Terms, whose breach jeopardizes the achievement of the purpose of these Marketplace Terms and on whose compliance the User regularly relies (Kardinalpflicht), PNS’s liability shall be limited to the typically foreseeable damage. Any other liability for damages caused by ordinary negligence is excluded.

The Parties agree that the foreseeable damage typical arising from any event listed under Section 8.2 shall not exceed the total amount of remuneration paid by the User under these Marketplace Terms in the contract year of these Marketplace Terms in which the claim arises. The liability of PNS for all damages under these Marketplace Terms falling under Section 8.2 shall therefore be limited in aggregate to the aforementioned amounts.

The User agrees that damages or costs arising from the loss of revenue, profit or data shall be deemed to be unforeseeable damages within the meaning of Section 8.2 and are therefore excluded.

PNS is not liable for data protection violations committed by the User to the detriment of its own customers, employees or other third parties.

To the extent that the User is redirected to databases, websites, services etc. of third parties via the Marketplace, e.g. as a result of the inclusion of links or hyperlinks, PNS shall not be liable either for the accessibility, existence or security of such services or for the contents thereof. In particular, PNS shall bear no liability for the legal propriety, substantive correctness, completeness and timeliness thereof.

PNS is not liable for any information that violates Applicable Laws or content that evidently facilitates the preparation of criminal acts uploaded by any User on the Marketplace, provided that PNS has no actual knowledge of such content or of circumstances that make the illegality of the content obvious.

The above limitations of liability also apply to the personal liability of employees, representatives, organs and vicarious agents of PNS.

9. Confidential Information

Each Party shall treat Confidential Information confidentially, protect it from access by third parties by means of confidentiality measures appropriate to the circumstances and use it only for the purposes of these Marketplace Terms. “Confidential Information” are all information which one Party discloses or makes available to the other Party orally, in writing or in any other (e.g. electronic) form and which are either labelled as confidential or which a recipient acting with the care of a prudent businessman would reasonably consider confidential, in particular technical and commercial information, such as, for example business and trade secrets, information of a scientific, industrial or commercial nature, in particular product and marketing plans and information about customers, suppliers and (development) clients, as well as processes, algorithms, software and source code, data, drawings, drafts, sketches, plans, descriptions, specifications, measurement results, calculations, experience, procedures, samples, secret technical know-how or as yet unpublished applications for technical property rights. Information is not Confidential Information if it demonstrably

a) was already known to the receiving Party at the time of disclosure by the disclosing Party;
b) was already publicly known at the time of disclosure by the disclosing Party or becomes publicly known at a later date, unless this is due to a breach of these Marketplace Terms by the receiving Party;
c) has been disclosed to the receiving Party by a third party without the third party having acted unlawfully in obtaining or disclosing the information concerned or having breached a confidentiality obligation in favor of the disclosing Party; or
d) has been created or developed by the receiving Party itself or was created or developed on behalf of the receiving Party independently of knowledge of the Confidential Information.

Each Party shall ensure that its employees and other third parties involved also maintain the confidentiality described above. Third parties do not include professional consultants of the Party who are subject to statutory or professional confidentiality obligations and who are involved in the establishment, assessment or implementation of the cooperation within the scope of these Marketplace Terms on behalf of a Party.

The confidentiality and purpose limitation shall also apply to such Confidential Information that a company affiliated with one Party discloses directly to the other Party or to a company affiliated with this Party. Each Party shall ensure that the companies affiliated with it also keep such Confidential Information secret and use it solely for the permitted purpose.

The receiving Party also undertakes not to reverse engineer, decompile, disassemble or otherwise examine the composition and/or production of Confidential Information of a disclosing Party, unless the disclosing Party has expressly agreed to this in writing in advance.

The confidentiality obligation shall remain in force for 5 years after termination of these Marketplace Terms.

10. Compliance

Each Party is responsible for compliance with the statutory obligations applicable to it (including tax obligations). PNS is in particular not responsible for the fulfillment of the User’s industry-specific, statutory or regulatory requirements. The User shall review the suitability of the Marketplace and any Agentic Services for use in accordance with the industry-specific, legal and regulatory requirements applicable to the User.

11. Credits and Remuneration

The User may purchase virtual credits for Agentic Services (“Credits”) from PNS with a payment method offered on the Marketplace. Credits cannot be returned or converted back into fiat money. Payment is due immediately as of the purchasing of the Credits.

The User can use Credits to exchange them with Agentic Services from PNS and/or Suppliers. The number of Credits needed to buy an Agentic Service is described within the Agentic Service offering on the Marketplace. At the time of the purchase of the Agentic Service, the respective number of Credits plus a 5% commission for PNS is deducted from the Buyer's Credit wallet. After the ‘Unlock Time’ specified within the Agentic Service offering, PNS or Supplier (as the case may be) is credited with a corresponding amount of stable coins (currently only USDM) as specified on the Marketplace minus a 5% commission for PNS.

The User is responsible (i) for providing complete and accurate billing and contact information to PNS, and (ii) for notifying PNS of any changes to such information.

All prices are net and do not include taxes. The User is responsible for payment of all taxes associated with the Marketplace. If PNS is required by law to pay or collect any taxes for which the User is responsible under this Section 11, PNS will invoice the User and the User will pay such amount unless the User provides PNS with a valid tax exemption certificate approved by the appropriate taxing authority. If the User is required to withhold or deduct any taxes from the fees or expenses, the User agrees to increase the amount payable to PNS by the amount of such taxes so that PNS receives the full amount of all fees.

12. Disputes

Within the ‘Unlock Time’ specified within the Agentic Service offering, Buyer can dispute the purchase of the Agentic Service and request a refund of the Credits. If (i) PNS or Supplier (as the case may be) agree to the refund or (ii) PNS decides that the refund is justified at its own discretion, the Credits for the Agentic Service and any paid commission for PNS are refunded to Buyer. A refund is made only in Credits, not in fiat money.

13. Term

These Marketplace Terms shall become effective on User’s registration on the Marketplace by PNS and remain in place for as long as the User has a Marketplace account with PNS.

Either Party may terminate the Marketplace account and thereby these Marketplace Terms at any time for convenience by giving the other Party at least 30 business days’ prior notice. The right of either party to terminate for cause remains unaffected.

All notices of termination must be given in text form.

14. General provisions

PNS shall notify the User of any changes to the Marketplace Terms in writing or email. Where the User does not object to such changes within six weeks from the date of receipt of the notice, the changes are deemed to have been consented to. In the event of any amendment to these Marketplace Terms, the User’s attention is specially drawn to his right of objection and to the legal consequences of silence.

These Marketplace Terms and any claim, dispute or controversy arising out of or relating to the these Marketplace Terms shall be governed by and construed in accordance with the laws of Germany, without giving effect to its conflict of laws provisions. The courts of Munich, Germany shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Marketplace Terms (including non-contractual disputes or claims). The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

In the event of a conflict between these Marketplace Terms and Agentic Service Terms for Agentic Services of PNS, the Agentic Service Terms shall prevail.

The Marketplace may not be used by a User based in any US, UK, EU or Japan embargoed country.

All notices, consents, waivers and other communications required or permitted under these Marketplace Terms must be in English or German and in text form.

The Parties are independent contractors, and at no time will either Party be deemed to be the agent or employee of the other Party. No joint venture, partnership, agency, or other relationship will be created or implied between the Parties as a result of these Marketplace Terms. Except as expressly set forth in these Marketplace Terms, each Party will bear full and sole responsibility for its own expenses and costs of operation. Furthermore, neither Party will have the authority to, and will not purport to, enter into any contract on behalf of the other Party, or commit it to any obligation.

There are no third-party beneficiaries under these Marketplace Terms.

If any provision of these Marketplace Terms is found by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of these Marketplace Terms shall remain in full force and effect. It is the explicit intention of the Parties to maintain the validity of the remaining provisions under all circumstances. Section 139 German Civil Code (BGB) shall not apply.

Neither Party may assign its rights or obligations under these Marketplace Terms without the prior written consent of the other Party.

These Marketplace Terms constitute the exclusive agreement between the Parties relating to the use of the Marketplace. General terms and conditions of the User shall not apply even if these Marketplace Terms are concluded with knowledge of them and PNS does not separately object to their validity. Deviating or contradictory terms shall only apply if they have been expressly accepted by PNS in writing. The User acknowledges that in entering into these Marketplace Terms, the User has not relied on any oral or written statements, securities, or other warranties, representations, or undertakings made by or on behalf of PNS at any time prior to the signing of these Marketplace Terms with respect to the subject matter hereof, other than those set forth in these Marketplace Terms. Amendments to these Marketplace Terms must be in writing and signed by both Parties.