Terms of Use

Foundor.aiof Valcome Innovation GmbH (FN 517960 g) for business and consumer transactions
Version dated 24 October 2024

1. Contracting Parties, Scope of Application

1.1. These Terms of Use (the "ToU") govern the contractual relationship between us, Valcome Innovation GmbH, FN 517960 g ("Valcome") and any natural or legal person who uses our services (the "User", together with Valcome the "Parties" or each individually a "Party").

1.2. The User may be either a consumer or an entrepreneur within the meaning of the Austrian Consumer Protection Act (KSchG). A consumer is any natural person for whom the concluded transaction does not form part of the operation of their business. An entrepreneur is any natural or legal person for whom the concluded transaction forms part of the operation of their business. Provisions applicable exclusively to consumers are highlighted in italics in these ToU.

1.3. We provide digital services on our website foundor.ai in the field of AI-assisted creation of business plans as a web-based application (the "Services"). These ToU govern the scope and conditions of the use of our Services.

1.4. These ToU form the basis of the contractual relationship between us and you. By using our Services, you expressly agree to the applicability of the ToU. Any deviating terms and conditions or contractual provisions shall apply only if we have expressly agreed to them in writing in advance.

2. Availability, Right to Amend

2.1. The ToU are available in their current version on our website foundor.ai. The ToU may—depending on your device—be printed and saved.

2.2. We reserve the right to amend these ToU at any time in order to adapt them to changed technical or economic conditions. We will inform you of any amendments to the ToU and the date on which they take effect via the most recently provided email address or through your user account. The amended ToU shall become effective unless you object to the amendment within 6 weeks of receiving the notice of amendment by sending an email to support@foundor.ai. In the event of an objection, we are entitled to terminate the contractual relationship for cause pursuant to Section 8.2. We will expressly inform you of the significance of your conduct in the course of the notification concerning amendments to the ToU.

3. Registration, User Accounts

3.1. Our Services are available exclusively to registered Users. By registering, you create a user account and expressly submit to these ToU. We reserve the right to reject your registration without stating reasons.

3.2. You undertake to provide all information requested during registration accurately and completely. We are entitled, but not obliged, to request evidence of the accuracy of your information. You are liable to us for any disadvantages arising from incorrect information. The indication of a P.O. Box as an address is not permitted.

3.3. You undertake to keep your login data (email address in combination with a password) confidential and to protect it from access by unauthorized third parties. You may not disclose your login data to third parties nor enable third parties to use our Services with your login data. If you suspect that unauthorized third parties have gained knowledge of your login data, you must notify us without delay and change your password. In such a case, we are entitled to temporarily block your user account to prevent misuse.

3.4. We provide our Services exclusively to natural persons who have their residence or habitual abode in a Member State of the European Union or in Switzerland and who have reached the age of 16 at the time of registration.

4. Usage and Copyright

4.1. For the duration of the contract, we grant you a paid, geographically unrestricted, non-exclusive, non-transferable right to use our Services, limited to the duly registered User.

4.2. We are the developer and author of our Services. All exploitation and usage rights not expressly granted in these ToU—such as rights of reproduction, adaptation, analysis, or decompilation—as well as all other industrial property rights in the Services are reserved exclusively to us. This also applies to all analysis tools, texts, drawings, images, graphics, and other works and materials provided by us.

5. Scope of Use, Availability

5.1. You are entitled to use our Services in accordance with and within the limits of these ToU and to access the content provided.

5.2. The use of our Services is subject to fees; some functions are also offered free of charge until revoked. Please note that, depending on your agreement with your internet provider, charges may apply for the data volume transferred. Significant charges may arise in particular when using mobile internet or when accessing the Services from abroad (roaming).

5.3. We reserve the right—at any time and without stating reasons—to expand, restrict, improve, or otherwise modify the content and service offering on our website, to replace our existing Services with alternatives, or to discontinue them entirely.

5.4. The availability of our Services depends, among other things, on the operation and capacity of the internet and network infrastructure, over which we have only partial control. We do not warrant that our Services will be continuously accessible or that all content will be constantly retrievable. However, we endeavor to remedy any outages of our Services as quickly as possible.

5.5. We are entitled to temporarily restrict access to and use of our Services where necessary for maintenance work, updates, security, or system integrity. We will make reasonable efforts to inform you in advance of maintenance that is expected to last longer.

5.6. You acknowledge that the data centers required for the operation of our Services are not operated by us. The host server of our website is located in Germany. Apart from that, our data processing activities also take place in other EU countries and, in particular, in the United States.

5.7. You are obliged to comply with all applicable legal provisions when using our Services. In particular, you must observe the provisions of copyright, trademark, and competition law, criminal law, youth protection regulations, as well as the personality rights of third parties.

6. Prices, Payment Terms

6.1. For the use of our Services, you owe the fees indicated on our website and subsequently listed in the invoice issued by us. The invoice is due and payable immediately.

6.2. The fees listed on the website are stated in euros (EUR or €) and include statutory value-added tax. If you make payment in a currency other than euros, customary additional charges for foreign exchange transactions may apply.

6.3. You agree that we may send your invoice as an electronic file (e.g., as a PDF document) to the email address you have provided. In addition, you may access and download your invoices in electronic form at any time in your customer account. If you are a consumer, we will also provide your invoices in paper form upon your express request.

6.4. Payment is made by credit card, PayPal, or SEPA Direct Debit. Payment is processed by the payment service provider "Stripe Inc.", 354 Oyster Point Boulevard, South San Francisco, CA-94080, United States, subject to the "General Terms and Conditions for End Users", available at https://stripe.com/legal/end-users. For payments made by credit card or instant bank transfer, the customer's account is debited immediately in the amount of the invoice total.

6.5. In the event of payment default—such as failure of the direct debit transaction—you owe us statutory default interest. We are furthermore entitled to restrict or completely block access to our Services until the outstanding amount has been settled.

7. Right of Withdrawal for Consumers according to Austrian Consumer Protection Act (KSchG)

7.1. If you are a consumer, you are entitled to withdraw your contractual declaration (order) or an already concluded contract within 14 days without giving any reason. The withdrawal period is 14 days from the date of conclusion of the contract.

7.2. If we fail to comply with our information obligations regarding the right of withdrawal pursuant to Section 4(1) item 8 of the Austrian Distance and Off-Premises Contracts Act (FAGG), the withdrawal period is extended once by 12 months. If we subsequently fulfil our information obligations within this 12-month period, the withdrawal period ends 14 days after you receive this information.

7.3. To exercise your right of withdrawal, you must inform us of your decision to withdraw from the contract by means of an unequivocal declaration sent by registered letter or email. You may use the model withdrawal form available at https://valcome.s3.eu-central-1.amazonaws.com/documents/withdrawal/Sample-Withdrawal-EN.pdf for this purpose. The withdrawal period is deemed to have been observed if you send the notice of exercising the right of withdrawal before the withdrawal period expires.

7.4. In the event of a timely withdrawal, we are obliged to reimburse you for all payments received without delay and no later than 14 days from the day on which we receive your notice of withdrawal. Unless expressly agreed otherwise, we will use the same means of payment for the reimbursement that you used for the original transaction.

7.5. Your right of withdrawal expires if, on the basis of your express request and your express acknowledgement of the loss of the right of withdrawal, we provide our Services to you before the end of the 14-day withdrawal period and the contract has thus been fully performed.

8. Term of Contract, Termination

8.1. Unless otherwise agreed and unless our Services, by their nature, constitute an obligation that automatically ends upon full performance, either Party may terminate the contractual relationship in writing or via your customer account at the end of any month without observing a notice period.

8.2. Apart from that, either Party is entitled to terminate the contractual relationship at any time with immediate effect for good cause. Good cause entitling us to immediate termination includes, in particular but not exclusively, if you:

(i) fall into arrears with your payment obligations and fail to fully settle the outstanding amount within a grace period of 14 days despite a reminder;

(ii) exceed the usage rights granted to you with respect to our Services and fail to cease such conduct immediately despite a reminder;

(iii) culpably infringe third-party industrial property rights, copyrights, or other intellectual property rights, or other legal provisions—including data protection regulations—when using our Services;

(iv) have knowingly provided false information when creating your customer account;

(v) have objected to an amendment of these ToU pursuant to Section 2.2; or

(vi) otherwise culpably breach a material obligation under the contractual relationship.

8.3. In such cases, we are also entitled to immediately block your customer account.

8.4. You acknowledge and agree that upon termination of the contractual relationship, we are entitled to delete the customer account and any data stored or held available for you. It is your responsibility to back up your data in due time.

9. Force Majeure

If an event of force majeure prevents us from providing our Services, or from providing them in full, in accordance with the contract, or on time, we shall be released from our obligations for the duration of the event of force majeure. "Force majeure" means an event that could not have been foreseen by either Party even with the utmost diligence reasonably to be expected, including in particular events such as war, rebellion, civil unrest, cybercrime (hacker attacks), embargoes, epidemics, fires, floods, severe weather events, interruption of power supply, industrial action, and governmental orders resulting from any of the foregoing events.

10. Warranty, Liability

10.1. Unless expressly stipulated otherwise in these ToU, the statutory warranty and liability provisions shall apply, whereby we would like to point out that there is generally no warranty for services provided free of charge, including any services provided by us free of charge.

10.2. We provide our Services using artificial intelligence (AI). We therefore expressly assume no liability or responsibility for ensuring that the results generated through the use of our Services are free from third-party rights, such as third-party copyrights or other intellectual property.

10.3. We are liable to you only for damages that we or our vicarious agents have caused intentionally or by gross negligence. This limitation of liability does not apply to personal injuries or claims under the Product Liability Act. To the extent permitted by law, liability for lost profits, consequential damages—particularly damages resulting from any data loss—and other indirect or incidental damages, as well as for pure financial losses, is excluded. Finally, we do not assume liability for any specific commercial success or for any personal or commercial expectations associated with the use of our Services.

11. Data Security, Data Protection

11.1. We endeavor to take appropriate technical and organizational measures to prevent data loss and unauthorized third-party access to our Users' data.

11.2. Notwithstanding the foregoing, you are obliged to ensure regular backups of your data, for example, by downloading your results in due time. We are not liable for the loss or damage of data. You have no right to demand the restoration of lost, damaged, or deleted data from us; any restoration measures lie solely at our discretion.

11.3. We process, in particular, those personal data that you provide when using our Services and that are relevant for the provision of our Services. The processing of personal data is necessary for the performance of the contract and the handling of your inquiries and is therefore justified pursuant to Art. 6(1)(f) GDPR. Comprehensive information on our data processing is available in a separate privacy policy at https://foundor.ai/privacy.

11.4. For purposes of improving and further developing our Services, we reserve the right to contact you regarding your personal user experience using the contact details you have provided.

12. Contract Language, Choice of Law, Jurisdiction

12.1. The contractual language is German. Versions of these ToU in other languages are for convenience only. The German version shall be solely authoritative.

12.2. The place of performance of our Services is Valcome's registered office.

12.3. The contractual relationship is governed by Austrian law, excluding the conflict-of-law rules of Austrian private international law and the provisions of the UN Convention on Contracts for the International Sale of Goods. If the User is a consumer within the meaning of the Austrian Consumer Protection Act (KSchG), they may rely, pursuant to Art. 6(2) of the Rome I Regulation, on the protection of the mandatory (and more favorable) provisions of the law applicable in the state of their habitual residence.

12.4. All disputes, disagreements, and any claims arising out of or in connection with the contractual relationship or its conclusion, breach, termination, or invalidity shall be brought exclusively before the court with subject-matter jurisdiction in A-4020 Linz. If the User is a consumer within the meaning of the Austrian Consumer Protection Act (KSchG), they may only be sued before those courts in whose district their residence, habitual abode, or place of employment is located.

13. Notices

13.1. All notices in connection with this contractual relationship must be made in writing by the respective Party or its duly authorized representative and must be sent to the recipient by post or email. Such notices must be sent to the contact details specified in the order or to the contact details updated by either Party at a later point in time.

14. Requirement of Written Form, Severability Clause

14.1. Amendments and additions to the contractual relationship, as well as legally relevant declarations arising from or in connection with the contractual relationship, must be made in writing unless a stricter form is required by mandatory law, such as certification by a Notary Public. If the User is an entrepreneur, the requirement of written form also applies in cases where a deviation from this written form requirement is intended.

14.2. If any provision of these ToU is or becomes wholly or partially invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be affected. In place of the invalid provision, the provision that most closely reflects the meaning and purpose of the invalid provision, to the extent legally permissible, shall be deemed agreed. The same applies mutatis mutandis to any gaps in the ToU. This provision does not apply to consumers within the meaning of the Austrian Consumer Protection Act (KSchG).