Self-Serve Terms of Service

1. Scope of Application and Conclusion of Contract

• Who these terms apply to: These Terms of Service ("Terms") strictly and exclusively govern the self-serve provision of the Recyda proprietary web-based software, including any associated modules, directories, rulesets, and APIs (collectively, the "Software"), by Recyda GmbH, Kaiser-Joseph-Straße 254, 79098 Freiburg im Breisgau, Germany ("Recyda" or "Provider") to the subscribing entity ("Customer").

• Business users only: The Provider offers the conclusion of the Contract only to entrepreneurs, legal entities under public law and special funds under public law. By subscribing, the Customer legally represents and warrants that it is acting in a commercial or self-employed professional capacity.

• Authority to bind: If you are accepting these Terms on behalf of a company, organization, or other legal entity, you explicitly represent and warrant that you have the full legal authority to bind that entity to these Terms. If you do not have such authority, you must not accept these Terms or use the Software.

• How the contract is formed: This agreement becomes legally binding the moment you register for a Recyda user account, access the Software, or complete an automated checkout process for a paid subscription plan - whichever occurs first. Conflicting or supplementary terms from the Customer shall not become part of the contract.

2. Provision of Software and Operational Discretion

• The software is provided "as is": Recyda provides the Software as a standard, "as-is" and "as-available" multi-tenant cloud solution.

• We can change the software: Recyda explicitly reserves the right, at its sole discretion, to continuously modify, upgrade, deprecate, or replace functionalities, interfaces, and rulesets of the Software, provided such modifications do not unreasonably defeat the primary purpose of the Customer's subscription.

• This is a self-serve tool: The Customer acknowledges that the Software operates strictly on a self-serve basis. Recyda assumes no obligation for successful implementation, customization, consulting, or specific results deriving from the Customer's use of the Software.

3. Intellectual Property and Grant of Rights

• We own our IP: All rights, title, and interest in and to the Software, including the underlying code, algorithms, directories, rulesets, and user interfaces, remain the exclusive intellectual property of Recyda and its licensors.

• Your right to use it: Subject to the timely payment of all applicable fees, Recyda grants the Customer a limited, non-exclusive, non-transferable right to access and use the Software solely for its internal business operations during the Contract Term.

• What you strictly cannot do: The Customer shall not, under any circumstances: (a) copy, modify, translate, or create derivative works of the Software; (b) reverse engineer, decompile, or disassemble the Software; (c) license, sell, rent, lease, or otherwise commercially exploit the Software to third parties; or (d) employ automated systems, bots, or scraping technology to mass extract data, directories, or rulesets from the Software.

4. Customer Obligations and Indemnification

• Keep your account safe: The Customer is solely responsible for maintaining the strict confidentiality of all account credentials. Recyda shall not be liable for any unauthorized access resulting from the Customer's failure to secure its credentials.

• You own your data compliance: The Customer bears sole responsibility for the legality, accuracy, and quality of any data, materials, or packaging specifications uploaded into the Software ("Customer Data").

• You cover our costs if you break the rules: The Customer shall fully indemnify, defend, and hold Recyda harmless from and against any and all claims, damages, liabilities, and legal fees arising out of or related to (a) the Customer's breach of these Terms, or (b) any claim that the Customer Data violates applicable law or infringes third-party rights.

• Export Compliance and Sanctions: You explicitly represent and warrant that you (and the business you represent) are not located in, established in, or a resident of any country subject to applicable EU, US, or UN trade embargoes or sanctions. You further warrant that you are not listed on any restricted party or sanctions list maintained by the EU, US, or UN. You agree to strictly comply with all applicable export control laws in your use of the Software.

5. Service Availability and Maintenance

• No guaranteed uptime for self-serve: Recyda shall utilize commercially reasonable efforts to maintain the availability of the Software. However, Recyda explicitly disclaims any binding Service Level Agreements (SLAs), guaranteed uptime percentages, or guaranteed response times for self-serve subscriptions.

• Need guaranteed uptime? If your organization requires binding SLAs, priority response times, or dedicated customer success channels, these are available exclusively through our Enterprise plans. Please contact our sales team to form a separate Master Services Agreement (MSA).

• We can pause for maintenance: Recyda may temporarily restrict or suspend access to the Software for maintenance, security updates, or capacity management without prior notice and without constituting a breach of contract or triggering a right to fee reduction.

• Events beyond our control (Force Majeure): Recyda shall not be liable for any failure or delay in performance, including software unavailability, caused by circumstances beyond our reasonable control. This includes, but is not limited to, acts of God, natural disasters, wars, terrorism, riots, pandemics, strikes, acts of government, or catastrophic failures of third-party public internet or telecommunications networks.

6. Fees, Billing, and Right to Suspend

• How you are charged: The usage fees are dictated by the subscription plan selected at checkout. All fees are strictly non-refundable and exclusive of statutory value-added tax (VAT).

• Auto-billing: Fees are billed in advance on a recurring basis. The Customer authorizes Recyda (via its payment processor) to automatically charge the designated payment method.

• We can suspend your account if you don't pay: If the Customer defaults on any payment, Recyda explicitly reserves the right, without incurring liability, to immediately suspend the Customer's access to the Software until all outstanding amounts are paid in full.

• Changes to fees and pricing: We reserve the right to adjust our subscription fees. We will notify you of any price increases in text form (e.g., via email) at least 30 days before your next billing cycle begins. If you do not object in text form within this 30-day period, the new price will be deemed accepted and will apply to your next billing cycle. We will explicitly inform you of this consequence in our notification. If you object, the price change will not take effect, but Recyda reserves the right to terminate your subscription at the end of your current paid term.

7. Limitation of Liability and Warranties

The following provisions apply strictly in accordance with mandatory German law:

• No strict liability for initial bugs: The strict liability of Recyda for defects existing at the time of the conclusion of the contract pursuant to § 536a paragraph 1, alternative 1 of the German Civil Code (BGB) is expressly excluded.

• What we do not limit: Recyda is fully liable for damages caused by intent or gross negligence, as well as for damages to life, body, or health.

• How we limit liability for simple mistakes: In cases of slight negligence, Recyda shall only be liable for the breach of essential contractual obligations (Kardinalpflichten). In such cases, Recyda’s liability is strictly limited to the typical, foreseeable damage at the time the contract was concluded. Recyda shall under no circumstances be liable for indirect damages or loss of profit.

8. Confidentiality and Data Usage

• We keep your packaging data secret: The Provider shall treat any packaging and business data provided by the Customer as confidential.

• Standard legal exceptions apply: Information shall not be deemed confidential if it is or becomes generally known to the public, was already known to us prior to disclosure, is received from a third party without breach of an obligation, or was independently developed by us. We may also disclose confidential information to our affiliates, employees, advisors, or to any official authority if legally required.

• How we use data to improve Recyda: The Customer grants the Provider the right to store and analyze all data generated during the use of the Software and to use it exclusively for the operation and further development of the Software and for support purposes.

9. Data Processing

• We follow our DPA: The processing of personal data on behalf of the Customer is exclusively governed by Recyda’s standard Data Processing Agreement (DPA). By accepting these Terms, the Customer legally executes and binds itself to the DPA, which forms an integral part of this agreement.

10. Term and Termination

• Subscription duration: The contract commences upon successful account creation or checkout and remains in effect for the selected billing period (the "Initial Term"). Free accounts remain active until terminated by either party.

• Subscriptions auto-renew: The contract shall automatically renew for successive periods equal to the Initial Term unless either party terminates the agreement via the billing portal prior to the end of the current term.

• Termination for bad behavior: The statutory right to extraordinary termination for good cause remains unaffected. Good cause for Recyda includes the Customer's material breach of the usage restrictions or payment default exceeding 30 days.

• What happens when you leave: Upon termination, the Customer’s access to the Software will be revoked, and Recyda shall be entitled to irretrievably delete Customer Data in accordance with its data retention policies.

11. Final Provisions

• German law applies: This agreement and all disputes arising out of or in connection with it shall be governed exclusively by the laws of the Federal Republic of Germany, explicitly excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

• Where disputes are settled: The exclusive place of jurisdiction for all disputes arising from or relating to this agreement is Freiburg im Breisgau, Germany.

• We can update these Terms: Recyda reserves the right to amend these Terms at any time. We will notify you of any material changes in text form (e.g., via email or an in-app notification) at least 30 days before the changes take effect.

• Your right to object: If you do not agree with the updated Terms, you have the right to object in text form within the 30-day notice period. If you do not object within this period, the updated Terms will be deemed accepted by you. We will specifically remind you of this consequence in our notification.

• If you object: If you object to the changes, Recyda reserves the right to terminate your subscription and account for cause. You also have the right to terminate your agreement for cause before the 30-day period expires.

• Severability: If any individual provision of these Terms is or becomes legally invalid, void, or unenforceable, the validity of the remaining provisions shall remain completely unaffected. The invalid provision shall be replaced by a valid and enforceable provision that comes closest to the original economic and legal intent of the parties.