DRAFT – NEEDS LAWYER REVIEW BEFORE USE

General Terms and Conditions (Terms) for Jarvis

Last updated: [DATE]

Draft note: All boxes marked "TODO" are internal working notes and must be removed before publication. Square brackets [...] are placeholders or variants to choose between.

TODO(owner) + TODO(lawyer): This English version is a translation of the German "AGB". Decide whether the German version prevails in the event of any discrepancy (see Section 3(5) and Section 25(2)).

TODO(lawyer): Overall review, in particular under the law on standard business terms (Sections 305 et seq. German Civil Code, BGB), consumer contracts for digital products (Sections 327 et seq. BGB), distance selling law (Sections 312 et seq. BGB) and the transparency requirement (Section 307(1) sentence 2 BGB).

Section 1 Scope, provider, definitions

(1) These General Terms and Conditions apply to all contracts for the use of the software Jarvis and the associated online services concluded between

[NAME] [ADDRESS] Email: [EMAIL], Phone: [PHONE]

("we", "us") and you as the customer ("you").

(2) A consumer is any natural person who enters into a legal transaction for purposes that predominantly lie outside their trade, business or profession (Section 13 BGB). A trader (business) is a natural or legal person or a partnership with legal capacity who, when entering into a legal transaction, acts in the exercise of their trade, business or profession (Section 14 BGB).

(3) Deviating or supplementary terms of business customers do not become part of the contract unless we expressly agree to them.

TODO(owner): Decide whether to sell only to consumers or also to businesses, and in which countries (affects VAT, choice of law and warranty). TODO(lawyer): add separate rules for business customers (warranty, liability, limitation periods) if needed.

Section 2 Description of services and plans

(1) Jarvis is a voice assistant for Windows PCs. The software waits for a wake word or input, converts your spoken request into text, has it analysed by an AI language model (currently "Claude" by Anthropic, PBC) and carries out actions on your PC on your instruction. These include in particular: opening programs, files and websites; typing and clicking on the screen (where necessary using screenshots); operating websites in its own browser window; sending messages in your name (e.g. WhatsApp, Discord, email, iMessage via a Siri shortcut); reminders; remembering information you tell it; running PC commands; installing software; deleting files (to the Recycle Bin); orders and payments where you allow this.

(2) Jarvis consists of a locally installed application ("App") and online services (in particular licence checks and forwarding of requests to AI and speech recognition services). An internet connection is required for AI features. An optional phone web app, optional remote access via Tailscale and an optional Siri shortcut allow use from a phone.

(3) We offer the following plans. The service description available at [WEBSITE URL]/pricing at the time of your order, which is also sent to you with the contract confirmation, is decisive:

TODO(lawyer): Usage limits are measured internally in cost and shown to customers only as a percentage; on Pro/Ultra, 100% is followed by a "light mode" (fast model, PC voice) up to a further limit. Described transparently enough (§ 307(1) sentence 2 BGB)? Yearly plan: renewal under § 309 No. 9 BGB (see checkout-consent.md).

TODO(owner): Set binding prices, features per plan, number of free AI tasks and usage limits. The service description must be clear and understandable (transparency requirement) and archived with version numbers.

(4) System requirements: Windows [VERSION] or later, a current version of Google Chrome or Microsoft Edge, microphone, internet connection. [Further requirements – TODO(owner).]

(5) The AI model and AI provider used may change in accordance with Section 15. We do not owe a specific result (e.g. a successfully completed order); we owe the provision of the software and the online services with the features named in this service description. For compatibility with third-party services and websites, see Section 12.

Section 3 Conclusion of contract, contract text, contract language

(1) The presentation of the plans on our website is not a binding offer but an invitation to place an order.

(2) Ordering process for paid plans: (a) You choose a plan. (b) You enter your email address or log in to your customer account. (c) You enter your payment details on the payment page of our payment service provider Stripe. (d) On the summary page you see all details again and can correct input errors via "Back" or "Edit". (e) You confirm that these Terms apply and make the declarations regarding the right of withdrawal. (f) By clicking the button "[Subscribe with obligation to pay]" you submit a binding offer to conclude the contract. (g) The contract is concluded when we confirm your order by email or activate your plan, whichever happens first.

(3) For the "Free" plan, the contract is concluded when you [install the App and accept these Terms during setup / register].

(4) We store the contract text. You receive the contract details and these Terms with the contract confirmation by email. The current version of the Terms is available at [WEBSITE URL]/terms; we will send you earlier versions on request.

(5) The contract language is German. [We provide an English translation for information; in the event of discrepancies, the German version prevails.]

TODO(owner) + TODO(lawyer): Decide whether contracts are also concluded in English and whether the German version prevails. Caution: for consumers who only received the English version, a prevailing-language clause may be problematic (Section 305c(2) BGB).

TODO(lawyer): Align the ordering process with the actual Stripe checkout flow (mandatory information under Section 312j(2) BGB immediately before the order, button label under Section 312j(3) BGB, see checkout-consent.md).

Section 4 Free trial

TODO(owner): Choose one variant and set the trial length. TODO(lawyer): review.

Variant A – trial without payment details: (1) You can test the [Pro/Ultra] plan free of charge once for [TRIAL PERIOD - TODO] days. No payment details are required for the trial. (2) The trial ends automatically. Afterwards, the "Free" plan is available to you unless you order a paid plan. No costs are incurred.

Variant B – trial followed by a subscription: (1) You can test the [Pro/Ultra] plan free of charge once for [TRIAL PERIOD - TODO] days. You provide your payment details when ordering. (2) If you do not cancel before the end of the trial, the trial automatically converts into a paid monthly subscription at the then applicable price of the chosen plan. The first payment is due at the end of the trial. (3) We will remind you by email at least [X] days before the end of the trial that the trial is ending and that the payment obligation is about to begin. (4) Cancellation during the trial is possible at any time free of charge (Section 6(2)).

TODO(lawyer) on Variant B: The contract (with payment obligation) is already concluded at the start of the trial; the withdrawal period then starts on conclusion of the contract. The button label must make the payment obligation clear. Check whether "once" per person/payment method/device can be enforced effectively and in compliance with data protection law.

Section 5 Prices and payment

(1) The prices stated at the time of the order apply.

[Variant small business (Kleinunternehmer):] No VAT is charged pursuant to Section 19 of the German VAT Act (UStG). [Variant standard VAT:] All prices are final prices and include statutory VAT.

TODO(Steuerberater): Decide on the variant. Check separately for sales to consumers in other EU countries (place of supply possibly at the customer, Section 3a(5) UStG, One-Stop-Shop) and to customers outside the EU (e.g. United Kingdom, Switzerland). See checkout-consent.md.

(2) Payment is made via our payment service provider Stripe using the payment methods offered during the ordering process. The fee is due at the start of each billing period (monthly in advance) and is collected automatically using the chosen payment method.

(3) We provide invoices electronically (by email and/or in the customer account).

(4) If a payment fails, we will inform you and attempt to collect it again. If the outstanding amount is not paid within [14] days of our notice, we may temporarily block the paid features until payment is made. Further statutory rights remain unaffected.

Section 6 Term and cancellation

(1) Paid subscriptions are concluded for a billing period of one month and renew automatically for a further month each time unless cancelled.

(2) You can cancel your subscription at any time with effect from the end of the current billing period

• in the App under "Settings" → "[Subscription]",
• on our website via the button "Cancel contracts here" ([WEBSITE URL]/cancel) or in the customer account, or
• in text form, e.g. by email to [EMAIL].

We will confirm your cancellation to you in text form without undue delay, stating the date on which the contract ends.

TODO(owner): Implement the cancellation button under Section 312k BGB on the website (permanently available, reachable without login, labelled "Verträge hier kündigen" and a confirmation page with a button "jetzt kündigen"). TODO(lawyer): review the implementation.

(3) We may cancel a subscription in text form with [one month's] notice to the end of a billing period.

TODO(lawyer): Review the provider's ordinary right of termination towards consumers (appropriateness of the notice period).

(4) The right of both parties to terminate for good cause (Section 314 BGB) remains unaffected. Good cause for us exists in particular in the event of serious violations of Section 13.

(5) Fees already paid for the current billing period are not refunded pro rata if you cancel ordinarily. Statutory refund claims (e.g. after withdrawal, on termination due to defects or under Section 327r BGB) remain unaffected.

(6) Plan changes: an upgrade to a higher plan takes effect [immediately; the difference is charged pro rata]. A downgrade to a lower plan takes effect at the end of the current billing period.

TODO(owner): Define how plan changes are billed (Stripe "proration").

(7) You can end the "Free" plan at any time by deleting your account or uninstalling the App. We may terminate the "Free" plan with [four weeks'] notice or change its scope in accordance with Section 15.

(8) After the contract ends, the AI features of the previous plan are no longer available; the App [falls back to the "Free" plan]. Your locally stored data remains on your PC; you can export and delete it in Settings at any time.

TODO(owner): If annual subscriptions are offered later: observe the term and renewal rules of Section 309 no. 9 BGB. TODO(lawyer).

Section 7 Usage limits

(1) Each plan includes usage limits for AI features per [day and] calendar month [or billing month]. The limits are stated in [number of AI tasks / usage units – TODO(owner)] and result from the service description (Section 2(3)). Complex tasks (e.g. with many screenshots or more powerful models) use more of your allowance than simple tasks. [Examples: approx. [X] simple requests or approx. [Y] browser tasks per month.]

(2) You can see your current usage at any time in the usage bar of the App.

(3) When a usage limit is reached, AI tasks are paused until the start of the next period. Instant commands and your own voice shortcuts without AI remain usable. You can upgrade to a higher plan at any time. Additional costs only arise if you expressly order them.

(4) Unused allowances expire at the end of the respective period and are not carried over or refunded.

(5) To protect against misuse and overload, we may also set technical limits (e.g. number of requests per minute). These are set so that normal personal use is not impaired.

TODO(lawyer): Check transparency. Internally, limits are counted as estimated costs (USD) per day and month; a cost limit that customers cannot follow could be non-transparent (Section 307(1) sentence 2 BGB). Recommendation: state limits in understandable units with examples. Expressly mention daily limits in addition to monthly limits if they apply.

Section 8 Licence key and rights of use

(1) For the term of the contract, we grant you the simple (non-exclusive), non-transferable and non-sublicensable right to install the App on up to [NUMBER OF DEVICES - TODO] of your own PCs and to use it for your own purposes.

(2) Your licence key is personal. You may not pass it on to third parties, share it with others or publish it. [Use by members of your household on your PC is permitted.] If there are indications of misuse, we may block the licence key and issue you a new one.

TODO(owner): Define the number of devices and the household rule.

(3) You may not decompile, reverse engineer or modify the App unless this is mandatorily permitted under Sections 69d, 69e of the German Copyright Act (UrhG). You may not circumvent the licence check or the usage limits.

(4) The App contains open-source components subject to their own licence terms. An overview is available in the App under "[About] → [Licences]".

TODO(owner): Check the open-source licences of the libraries used and provide licence notices in the App.

Section 9 Artificial intelligence: how it works and its limits

(1) When you talk to Jarvis, you are communicating with an AI system. Answers and actions are generated automatically by an AI language model.

(2) AI systems can make mistakes. In particular, speech recognition may misunderstand you, the AI may misunderstand an instruction, give incomplete or incorrect answers, click the wrong element on the screen, choose a wrong recipient or item, or fail to carry out a task fully or at all.

(3) Please check important results before relying on them – in particular messages, orders, payments, deletions and PC commands. Use the confirmation questions provided by your autonomy mode and the activity log for this purpose.

(4) Jarvis does not provide legal, tax, medical or financial advice and does not replace professional advice. Jarvis cannot make emergency calls. In an emergency, dial 112 or 110 yourself.

(5) Jarvis treats content from websites, emails, files and the clipboard as information, not as instructions. The protection mechanisms against manipulated content (e.g. hidden instructions on websites) cannot prevent every attack.

TODO(lawyer): Check whether the limits described in Section 9 constitute a deviation from the "objective requirements" for digital products (Section 327e(3) BGB). If so, Section 327h BGB requires that the consumer is specifically informed before concluding the contract and that the deviation is expressly and separately agreed (e.g. a separate checkbox at checkout, see checkout-consent.md, Section 5).

Section 10 Autonomy modes and your responsibility

(1) You decide yourself how independently Jarvis acts:

• Full auto: Jarvis acts without asking – except for the fixed safety limits named in paragraph 2.
• Smart (default): Jarvis asks before payments, messages to people you have not yet messaged via Jarvis, software installations, deletions and shutting down the PC.
• Careful: Jarvis asks before any change.

(2) In every mode, Jarvis asks before the following actions: downloads flagged as risky; payments above your payment limit (default: [DEFAULT PAYMENT LIMIT: €50], adjustable in Settings) or with an unclear amount; mass deletions. Jarvis does not carry out certain particularly dangerous actions (e.g. switching off antivirus protection or the firewall) in any mode. Deleted files are moved to the Recycle Bin.

TODO(owner): verify – The list of confirmation questions and fixed blocks must match the program's behaviour exactly (including the additional confirmations after reading manipulated pages).

(3) You are responsible for choosing a mode and payment limit that suit your needs. If you choose "Full auto" mode, you expressly allow Jarvis to carry out actions in your name within the limits you have set without asking again. You are yourself responsible for actions you have allowed in this way. Our liability under Section 17 remains unaffected.

(4) You can stop a running task at any time (e.g. with "[WAKE WORD], stop", by tapping the control element or – for mouse and keyboard control – by quickly moving the mouse into a corner of the screen).

(5) If you give other people access to your PC, your paired phone or your Siri shortcut, they can also give Jarvis instructions. Therefore protect the pairing QR code and your devices.

Section 11 Orders, payments and messages in your name

(1) Orders, bookings and payments that Jarvis makes with third parties (e.g. Amazon, Uber Eats) on your instruction are made in your name and with your account with the respective provider. The contract is concluded exclusively between you and the third party. We do not become a party to the contract and are not responsible for prices, delivery, performance or reversal of these contracts. Your rights (e.g. rights of withdrawal) exist against the respective provider.

(2) Messages that Jarvis sends on your instruction (e.g. via WhatsApp, Discord, email, iMessage) are sent in your name and via your accounts. You are responsible for the content and recipients of these messages. Please observe the rules on labelling AI-generated messages in the AI notice.

(3) We are not liable for the consequences of an order, payment or message that Jarvis carried out as you instructed or allowed in your autonomy mode. If damage is caused by Jarvis acting incorrectly (e.g. wrong item, wrong recipient), our liability is governed by Section 17; any contributory negligence (Section 254 BGB), such as failing to check despite a confirmation question, is taken into account.

Section 12 Third-party services and websites

(1) Jarvis can operate third-party websites and services, e.g. WhatsApp, Discord, Gmail, Amazon or Uber Eats. These services are not offered by us. You need your own account to use them; only the terms of use and privacy policies of the respective provider apply.

(2) Important notice: Many providers prohibit or restrict the automated use of their services (e.g. by bots, scripts or automation tools) in their terms of use. Using Jarvis with such services may breach their terms and may lead the provider to restrict, suspend or terminate your account. You decide yourself whether to use Jarvis with a particular service, and you bear this risk. Please check the terms of the respective service beforehand.

(3) Third-party websites and services change constantly and without our involvement. We therefore cannot guarantee that Jarvis works or will continue to work with a particular website or service. Compatibility with particular third-party services is not part of the agreed quality unless we have expressly promised it. We endeavour to adapt Jarvis to changes in widely used services.

(4) We are liable for the availability, content and conduct of third-party services and for account suspensions by their providers only in accordance with Section 17.

TODO(lawyer): Check paragraph 3 with regard to Section 327h BGB (possibly a separate express agreement at checkout). Check whether paragraph 2 is sufficient as a risk notice or whether offering the automation exposes us to claims from third-party providers (e.g. under competition or contract law).

Section 13 Acceptable use

(1) You may only use Jarvis in accordance with applicable law. In particular, you may not

1. use Jarvis for unlawful purposes;
2. send unsolicited messages in large numbers (spam) or send advertising without the required consent of the recipients;
3. harass, threaten, insult or deceive other people, in particular about the identity of the sender or about the fact that a message was created by an AI where disclosure is provided for in the AI notice;
4. access accounts, devices, systems or data of third parties without authorisation, or monitor or record other people without their knowledge;
5. distribute malware or carry out attacks on systems;
6. circumvent the licence check, usage limits or security features, or use our relay server other than via the App;
7. resell access to Jarvis or make it available to third parties commercially;
8. violate the usage policies of our AI providers (currently Anthropic's Usage Policy: [LINK]);
9. use Jarvis for decisions or control in safety-critical areas (e.g. medical devices, vehicles, critical infrastructure).

(2) In the event of violations, Section 6(4) and Section 18 apply.

TODO(lawyer): Check whether passing Anthropic's usage policies on to end customers is required under the Anthropic Commercial Terms and how they are effectively incorporated.

Section 14 Your obligations to cooperate

You are obliged to

1. provide accurate information when ordering and keep it up to date;
2. keep your licence key, the pairing QR code and the key of your Siri shortcut secret;
3. protect your PC and your accounts appropriately (e.g. password, current security updates);
4. install updates we provide within a reasonable time;
5. back up important data regularly;
6. check the confirmation questions of Jarvis carefully before confirming them.

Section 15 Updates, changes and availability

(1) During the term of the contract, we provide you with updates, including security updates, that are necessary to keep the product in conformity with the contract, and we inform you about them (Section 327f BGB). If you do not install such an update within a reasonable period, we are not liable for a defect resulting solely from the absence of this update, provided that we informed you about the availability of the update and the consequences of failing to install it, and the failure to install or the incorrect installation is not due to deficient installation instructions.

(2) Beyond paragraph 1, we may change Jarvis for a valid reason, in particular to adapt it to a new technical environment, to changed third-party services, to a higher number of users, for security reasons, due to legal requirements or when changing or further developing the AI models and AI providers used. The change is made at no additional cost to you; we inform you about it clearly and comprehensibly (Section 327r(1) BGB).

(3) If such a change impairs your access to or the usability of Jarvis more than insignificantly, we will inform you at least [30] days in advance on a durable medium (e.g. by email) about the features and timing of the change and about your right to terminate the contract free of charge within 30 days of receipt of this information or of the change, whichever is later (Section 327r(3), (4) BGB).

(4) We strive for high availability of our online services. Temporary interruptions, e.g. due to maintenance, outages at service providers (e.g. the AI provider) or events beyond our control, are possible. [No specific availability is agreed.] Your statutory rights in the event of defects remain unaffected.

TODO(lawyer): Adapt the wording in paragraphs 2–4 to Sections 327f, 327r BGB; set the minimum notice period.

Section 16 Rights in case of defects

(1) If you are a consumer, the statutory provisions on defects of digital products apply (Sections 327d et seq. BGB). For continuous provision (subscription), Jarvis must conform to the contract throughout the entire term. Your rights include in particular subsequent performance, termination of the contract or price reduction, and damages or reimbursement of futile expenses; Section 17 additionally applies to damages.

(2) If you are a business customer, the statutory provisions apply subject to [TODO(lawyer)].

(3) Please report defects, ideally with a short description, to [EMAIL]. This is not a prerequisite for your statutory rights but helps us fix the problem.

Section 17 Liability

(1) We are liable without limitation

1. for intent and gross negligence,
2. for damage resulting from injury to life, body or health,
3. under the German Product Liability Act (Produkthaftungsgesetz),
4. to the extent of any guarantee we have given, and
5. for fraudulent concealment of a defect.

(2) In the event of a slightly negligent breach of an essential contractual obligation, our liability is limited to the damage typical for the contract and foreseeable at the time the contract was concluded. Essential contractual obligations are obligations whose fulfilment makes the proper performance of the contract possible in the first place and on whose fulfilment you may regularly rely.

(3) Otherwise, our liability for slightly negligent breaches of duty is excluded.

(4) Within the scope of paragraph 2, we are liable for loss of data only up to the amount of the effort that would have been required to restore the data if you had made regular backups appropriate to the risk.

(5) The above limitations also apply in favour of our vicarious agents and assistants.

(6) For the consequences of actions that Jarvis carried out as you instructed or allowed in your autonomy mode, Section 11(3) applies.

TODO(lawyer): Review the liability clause, in particular (a) validity of paragraph 4 towards consumers; (b) relationship to Sections 327 et seq. BGB; (c) the new EU Product Liability Directive (EU) 2024/2853, which expressly covers software as a product and must be transposed into national law by 9 December 2026 – check the status of the new German Product Liability Act and its effects (including on AI features and updates); (d) possibly limit liability further towards business customers.

Section 18 Suspension in case of misuse

(1) If there are concrete indications of a serious violation of Section 8(2), Section 13 or Section 14 no. 2, or if this is necessary to avert an imminent danger to our systems or third parties, we may temporarily block your licence key or access to the online services.

(2) In doing so, we take your legitimate interests into account, choose the mildest suitable means and inform you without undue delay, unless this would jeopardise the purpose of the suspension. You will be given the opportunity to comment. Your right to cancel remains unaffected.

Section 19 Data protection

Information on the processing of your personal data can be found in our privacy policy at [WEBSITE URL]/privacy and in the App.

Section 20 Minimum age

(1) Use of Jarvis is only permitted from the age of [MINIMUM AGE - TODO].

(2) Paid contracts can only be concluded by persons with full legal capacity.

TODO(owner) + TODO(lawyer): Set the minimum age (this draft recommends 18, since orders and payments can be made in your name) and align it with the privacy policy (Section 29) and Anthropic's usage policies.

Section 21 Changes to these Terms and to prices

(1) We will offer you changes to these Terms and to prices for existing contracts in text form at least [six weeks] before they are intended to take effect. They only take effect if you agree to them.

(2) If you do not agree, the contract continues on the previous terms. Our right of termination under Section 6(3) remains unaffected.

(3) Changes to the service under Section 15 remain unaffected.

TODO(lawyer): Deemed-consent clauses are generally invalid towards consumers (cf. German Federal Court of Justice, judgment of 27 April 2021 – XI ZR 26/20); hence the consent model here. Check whether a price adjustment clause should be included at all.

Section 22 Right of withdrawal

Consumers have a statutory right of withdrawal. Details are set out in the withdrawal information at [WEBSITE URL]/withdrawal, which is also provided to you before ordering and with the contract confirmation.

Section 23 Consumer dispute resolution

TODO(owner) + TODO(lawyer): Choose one variant; identical to the legal notice. On the size threshold under Section 36(3) VSBG and the duty to inform under Section 37 VSBG, see the legal notice.

[Variant A:] We are neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.

[Variant B:] We are willing to participate in dispute resolution proceedings before the following consumer arbitration board: [NAME, ADDRESS AND WEBSITE OF THE ARBITRATION BOARD].

Section 24 Governing law and place of jurisdiction

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. If you are a consumer habitually resident in another country, this choice of law applies only insofar as it does not deprive you of the protection afforded to you by mandatory provisions of the law of that country.

(2) If you are a merchant (Kaufmann), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is [PLACE OF BUSINESS]. Statutory exclusive places of jurisdiction remain unaffected.

Section 25 Final provisions

(1) Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by the statutory provisions (Section 306(2) BGB).

(2) [The English version of these Terms is for information only; the German version is authoritative.] – see TODO on Section 3(5).