Terms and Conditions of Smarketer GmbH for WaveMetrics

§ 1 Registration, Scope, and Account Security

1.1. Professional B2B Status: The services provided by Smarketer GmbH ("Smarketer") via the WaveMetrics platform are intended exclusively for entrepreneurs (Unternehmer within the meaning of § 14 BGB), legal entities under public law, or special funds under public law. By registering, the Customer warrants that they are acting in a professional/commercial capacity.

1.2. Contract Formation: The contract is concluded when the Customer completes the registration process and Smarketer provides access to the platform or begins providing the Service.

1.3. Workspace Access and Authorized Users: Billing under these Terms is based on the Google Merchant Center and Google Ads accounts connected to a Workspace, not on the number of individual user logins. The Customer (the entity that concluded the contract and is responsible for payment under § 4) may grant access to its Workspace to its own employees, affiliated group entities, or --- in the case of agencies --- its own clients ("Authorized Users"), at its discretion and without a limit on the number of Authorized Users. Only the Customer is a party to this contract; Authorized Users have no direct contractual relationship with Smarketer. The Customer warrants that it, and every Authorized User it grants access to, holds the necessary rights and authorization to access, connect, and manage the relevant Google Merchant Center and Google Ads accounts for the specific purposes of the WaveMetrics Service (including data ingestion, AI-based processing, and CSS association). The Customer is fully responsible for all actions taken within the Workspace by any Authorized User, as if performed by the Customer itself, and shall indemnify Smarketer against any third-party claims arising from access granted by the Customer that was not properly authorized.

1.3a. Workspace Administration: The Customer is solely responsible for managing access permissions among its own Authorized Users, including granting and revoking access when a relationship with an Authorized User (e.g., an agency's client relationship) ends, and for maintaining appropriate segregation of data and settings among different Authorized Users where relevant. Smarketer has no obligation to intervene in, mediate, or adjudicate disputes between the Customer and its Authorized Users regarding Workspace access, and has no obligation to notify or otherwise directly interact with Authorized Users who are not the Customer itself.

1.4. License and Right of Use: Subject to compliance with these Terms and full payment of the applicable fees, Smarketer grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the WaveMetrics platform for the Customer's own internal business purposes for the duration of the contract. No further rights are granted. The Customer may not resell, sublicense, or provide access to the Service to third parties without Smarketer's prior consent in text form.

1.5. Suspension for Cause: Smarketer may immediately suspend the Customer's access to the Service, in whole or in part, without prior notice, if Smarketer reasonably believes the Customer or any Authorized User (a) is using the Service for an unlawful purpose, (b) poses a security risk to the Service or other customers, (c) has materially breached the usage restrictions of these Terms, or (d) has engaged in fraud. Smarketer will provide notice of the suspension and its grounds as soon as reasonably practicable. §§ 4 and 5 apply to any resulting billing consequences.

§ 2 Scope of Service and Platform Evolution

2.1. Nature of the Platform: WaveMetrics provides a Software-as-a-Service (SaaS) and Comparison Shopping Service (CSS) infrastructure for the optimization of product data and advertising performance analysis.

2.2. Third-Party Dependencies: The Customer acknowledges that the Service relies on APIs and technical infrastructures of external providers (e.g., Google Ads, Google Merchant Center). Smarketer is not responsible for outages, technical failures, or policy changes initiated by these third parties.

2.3. Right to Modify (Material Deterioration Standard): Smarketer is a "living" platform. We reserve the right to modify, update, or replace features (including AI models and dashboard logic) to reflect technical progress. Such changes are permitted provided they do not result in a material deterioration of the core service functionality.

2.4. Control over Accounts: Smarketer's access to the Customer's Google Ads account is read-only for analytics and optimization purposes; Smarketer will not make campaign changes within the Google Ads account without explicit automated triggers set by the Customer. Where enabled, Smarketer may write optimized feed attributes back to the Customer's Google Merchant Center via API. Such a write action only occurs following an explicit, proactive action by the Customer (e.g., a manual "apply" or "push" action); Smarketer does not perform unattended, automatic feed writes absent a trigger set by the Customer. Liability for feed data pushed live by the Customer's own action is governed by § 6.2.

2.5. Automated Rule-Based Features: Certain features allow the Customer to configure rules, thresholds, and schedules under which Smarketer's system automatically executes recurring actions without individual re-approval per execution. The Customer is responsible for configuring and validating that the rule logic matches its intent, and may pause, edit, or disable any such automated feature at any time via the platform settings without affecting the core SaaS subscription. Subject to § 7, Smarketer is not liable for outcomes resulting from the Customer's rule configuration, nor for the effects of changes in Google's policies, algorithms, or auction behavior on the results of an automation the Customer has configured.

2.6. Beta and Experimental Features: Smarketer may make features available on a beta, preview, or experimental basis, identified as such within the platform. Such features are provided "as is," may be changed or discontinued at any time without notice, and are excluded from the availability commitment in § 7.1. Subject to § 7.2, Smarketer's liability for beta or experimental features is limited to the greatest extent permitted by law.

§ 3 CSS Association and Technical Requirements

3.1. Association Duty: To benefit from CSS bidding advantages, the Customer must associate their Google Merchant Center (GMC) or Multi-Client Account (MCA) with the Smarketer CSS infrastructure.

3.1a. Mandatory Merchant Center API Access: The Customer must grant Smarketer API/token access to its Google Merchant Center. This access is the technical mechanism by which Smarketer fetches the Customer's product data for inclusion on the CSS page and is a condition precedent for delivering the CSS service. If the Customer fails to grant, or revokes, this access, Smarketer cannot deliver the CSS service and is not liable for any resulting gaps, including missing products or lost Free Listings; § 4 and § 5 apply accordingly.

3.1b. Free Listings and CSS Association: Associating a Merchant Center with the Smarketer CSS infrastructure may result in Google deactivating that Merchant Center's Free Listings, as a standard consequence of Google's own CSS program design. This is not a defect in the Service and is not attributable to Smarketer under § 3.3. Reactivating Free Listings, where applicable, is the Customer's own responsibility; guidance is available via Smarketer's support channels.

3.1c. MCA Sub-Accounts: Where a Customer's Multi-Client Account (MCA) is technically associated with the Smarketer CSS infrastructure, any sub-account subsequently added to that MCA by the Customer automatically and immediately becomes associated with the Service upon addition, and is billable from that point under § 4.3, regardless of whether Smarketer or the Customer performed the technical linking. The Customer is responsible for monitoring and managing its own MCA structure and accepts billing liability for all sub-accounts under an associated MCA unless and until formally removed via the switch-out process (§§ 5.3--5.5).

3.1d. Emergency Suspension for Compliance Risk: If Smarketer reasonably believes that a Customer's product data, content, or conduct violates Google's Merchant Center Program Policies or otherwise risks Google policy action against Smarketer's own CSS Program status, Smarketer may immediately suspend or remove that Customer's association with the CSS infrastructure, without the notice period otherwise applicable, or if Google requires Smarketer to do so. Smarketer will notify the Customer of such action as soon as reasonably practicable. The Customer remains liable for fees accrued prior to suspension, and §§ 5.3--5.5 apply to any resulting technical disconnection.

3.1e. CSS Standard Access Grant: If Google's system does not automatically grant Smarketer "CSS Standard" access within the Customer's Google Merchant Center upon association, the Customer is obligated to manually grant Smarketer this access without undue delay. Failure to do so may prevent Smarketer from delivering the CSS service, and § 3.1a applies accordingly (no liability for resulting gaps, including missing products or lost Free Listings).

3.2. Administrative Access and Indexing: The Customer grants Smarketer all necessary administrative and reporting access to the GMC/MCA. The Customer explicitly confirms they are authorized to grant Google access to their landing pages and content for indexing, caching, and crawling as required for CSS operations.

3.3. Liability for Disapprovals: Smarketer is not liable for account suspensions or "disapprovals" caused by the Customer's product data, landing page content, or policy violations.

3.4. Use of Multiple CSS Providers: The Customer may use another Comparison Shopping Service concurrently for the same domain via a separate Merchant Center. Smarketer is not responsible for performance or feed discrepancies attributable to the Customer's concurrent use of another CSS provider on the same domain.

3.5. Feed and Landing Page Alignment (AI Verification): The Customer acknowledges that Google Merchant Center utilizes automated AI verification systems to continuously audit product feeds against the Customer's target landing pages and storefront policy pages. While WaveMetrics optimizes feed attributes for performance and agentic commerce readiness, the Customer is solely responsible for ensuring that all enriched data in the feed strictly mirrors the visible content, pricing, and policies on their destination landing pages. Subject to § 7, Smarketer disclaims liability for Merchant Center account suspensions, "Misrepresentation" flags, or cooling-off periods triggered by Google's automated verification systems detecting discrepancies between the WaveMetrics-optimized feed and the Customer's website content.

3.6. Google CSS Program Dependency: Smarketer's ability to provide CSS-related features depends on its continued participation in good standing in Google's Comparison Shopping Service Program, which is subject to Google's sole discretion and may be modified, restricted, or discontinued by Google at any time. If Google modifies, restricts, or discontinues the CSS Program, or terminates or restricts Smarketer's participation therein for reasons outside Smarketer's reasonable control, Smarketer may modify or discontinue the affected CSS features with notice to the Customer. In such case, Smarketer's sole obligation is to refund any prepaid fees for the discontinued CSS features relating to a period after discontinuation; Smarketer shall have no further liability.

3.7. Compliance with Google Program Policies: In addition to § 6.1, the Customer warrants that its product data, landing pages, and business practices comply, on an ongoing basis, with Google's Merchant Center Program Policies and Google Ads policies applicable to Shopping and CSS participation. A breach of this warranty is grounds for suspension under § 3.1d.

3.8. No Guarantee of Bidding Advantage, Indexing, or Outcomes: Smarketer does not guarantee any specific bidding advantage, cost benefit, or performance outcome from CSS participation, as these depend on Google's own program design and auction mechanics, which may change at any time. Smarketer further does not guarantee that products submitted via the Service will be indexed, included, ranked, or displayed by Google on any particular surface --- inclusion, ranking, and visibility decisions are made solely by Google's own systems.

3.9. Customer Cooperation Duty: The Customer must provide all cooperation reasonably required for Smarketer to deliver the CSS service and to maintain Smarketer's compliance with Google's CSS Program requirements. This includes, without limitation, sharing product data from the Google Merchant Center, promptly completing technical switch-out steps (§§ 5.3--5.5), responding to reasonable requests related to feed accuracy or policy compliance, and taking any other action Smarketer reasonably requests to avoid jeopardizing Smarketer's CSS Program status with Google. If the Customer fails to provide such cooperation, Smarketer may delay, limit, or suspend the specific feature or process affected until the required cooperation is provided, without affecting the Customer's payment obligations; where the failure also risks Smarketer's CSS Program status with Google, § 3.1d applies instead.

3.10. Compliance with Google API Terms: In addition to §§ 3.7 and 6.1, the Customer agrees to comply with, and not to violate, Google's Ads API Terms and Conditions and any other Google API terms of service applicable to the Service. The Customer may not use the Service to enable any third party to access or use raw data obtained via Google's APIs beyond what is necessary for the Customer's own authorized use of the Service.

§ 4 Payments, Pricing, and Billing

4.1. Contracted Rates, Pre-Payment, and Stripe: All services are billed via Stripe on a pre-payment basis. Unless otherwise indicated at checkout, fees are stated and billed in Euro (EUR); Stripe may offer certain Customers the option to pay in a different currency, in which case the displayed amount and any currency conversion are governed by Stripe's own terms. Payment processing is handled by Stripe; Smarketer does not store full payment card details, and the handling of payment data is governed by Stripe's own terms and privacy policy. The valid subscription fees, seat costs, and base Credit rates are determined by the pricing model selected by the Customer at the time of order, as specified on Smarketer's official website or within the WaveMetrics platform dashboard. The Customer authorizes Smarketer to charge the payment method on file via Stripe for recurring fees. The subscription fee for the upcoming cycle is charged in full at the beginning of that cycle. Smarketer may adjust subscription, seat, or base pricing for future billing cycles; any such increase will be announced with enough lead time before the next renewal that the Customer's standard cancellation right under § 5.1 remains exercisable before the new price takes effect.

4.2. Pro-Rata and Upfront Billing:

• Additions (Scale-Up): If the Customer adds "Seats" or Merchant Centers mid-cycle, Smarketer will charge a pro-rated amount for the remaining days of the current cycle immediately.

• Reductions (Scale-Down): Reductions in Seat count take effect at the start of the next billing cycle. No refunds or credits are issued for unused capacity within a current cycle.

4.3. Daily Meter and Retrospective Billing: Smarketer's system performs daily audits of connected accounts. Any Merchant Center technically associated with the Smarketer CSS/MCA at any point during a calendar day is considered a "billable day." Smarketer reserves the right to retrospectively invoice, at the applicable contracted rates, for any accounts detected that were not covered by the upfront pre-payment.

4.4. Trials: If a trial period is offered, the subscription will automatically convert to a paid plan unless canceled by an administrator via the platform before the trial expires. The trial end date and the date billing will commence are shown to the Customer in the Stripe checkout/billing interface at the time the trial is set up. It is the Customer's responsibility to track the trial period and cancel via the billing section before conversion if they do not wish to continue; Smarketer does not separately notify the Customer of upcoming trial expiry.

4.5. Default and Administrative Fees: For each failed payment attempt, Smarketer may charge a flat fee of €10.00 to cover the administrative effort and cash-flow impact of the failed payment. The Customer is entitled to prove that no such cost, or a substantially lower cost, was incurred, in which case only the lower amount is owed. If an invoice remains outstanding for more than 30 days, Smarketer may block platform access until payment; statutory rights regarding default interest remain unaffected. Blocking platform access under this clause may include suspension of CSS feed delivery, which may result in the Customer's products no longer appearing in Free Listings or other CSS surfaces until payment is made.

4.6. Tax Identification and Responsibility: The Customer must provide a valid tax identification number applicable in its jurisdiction, as requested during checkout (e.g., an EU VAT ID for customers established in the EU, or a local tax ID such as a Swiss UID for customers established outside the EU). Smarketer's invoicing follows the tax treatment applicable to the Customer's jurisdiction (e.g., the EU reverse-charge mechanism for EU business customers; no German VAT for customers established outside the EU, per applicable place-of-supply rules). The Customer warrants the accuracy of the tax identification number provided and is responsible for any taxes applicable in its own jurisdiction. If an invalid or false tax identification number results in tax liabilities or penalties for Smarketer, the Customer shall indemnify Smarketer for the full amount.

4.7. Billing Dispute Window: Any objections regarding billing errors must be submitted in text form within thirty (30) days of the invoice date. Each invoice will contain a notice of this deadline and the consequences of failing to object. After this period, the invoice is deemed accepted; statutory claims of the Customer that arise independently of the invoice approval remain unaffected.

4.8. Credits and Third-Party API Costs: WaveMetrics utilizes external Large Language Models (LLMs) to perform advanced feed optimization. Usage is calculated via "Credits" --- a prepaid unit either included in the Customer's subscription in a fixed amount or purchased separately.

1. Variable Consumption: The Customer acknowledges that the number of Credits a given action consumes is dynamic and may depend on input length, required output complexity, the AI model used (including more capable or more economical model options), and the underlying tokenization methods of the third-party AI provider. Smarketer does not guarantee a fixed Credit cost per operation.

2. Credit Pricing: Smarketer may adjust the price of Credits and the amount of Credits included in a subscription for future billing cycles or future purchases at any time, effective upon posting in the platform. Credits already purchased or already included in a billing cycle retain their original value and are not affected by subsequent pricing or allotment changes.

3. Right of Non-Use: The Customer may choose not to purchase or use additional Credits at any time if it does not agree with the current Credit pricing or consumption rates, without affecting its core SaaS subscription.

4. No Refunds: Unused Credits are not refunded.

4.9. Set-Off and Retention Ban (Aufrechnungsverbot): The Customer may only set off claims or assert a right of retention if their counterclaims are legally established by a final court judgment (rechtskräftig festgestellt), undisputed, or explicitly acknowledged by Smarketer in writing.

§ 5 Term, Cancellation, and Technical "Switch-Out"

5.1. Term and Renewal: Unless otherwise agreed, the subscription runs for the billing cycle selected at the time of order (e.g., monthly or annually) and renews automatically for successive periods of the same length unless cancelled before the start of the next cycle.

5.2. Cancellation Procedure: Cancellation is performed exclusively via the self-service billing interface within the platform.

5.3. Technical Switch-Out Requirement: Cancellation of the payment plan does not automatically disconnect the CSS. The Customer is obligated to initiate and accept the technical "Switch-Out" in the Google Merchant Center. Smarketer will inform the Customer upon cancellation which accounts remain technically associated and provide instructions for the switch-out.

5.4. Continued Liability for Active Associations: As long as a Merchant Center remains technically associated with the Smarketer CSS infrastructure and continues to receive the CSS service, the Customer will be billed at the standard daily rate for that account, even if the subscription was cancelled. Smarketer will notify the Customer in text form of any accounts still associated after the effective cancellation date. Continued billing under this clause is subject to the cap in § 5.7.

5.5. Switch-Out Cooperation: Smarketer will confirm and technically execute a requested CSS "Switch-Out" within five (5) business days of the Customer's request, regardless of any outstanding invoices. Outstanding payment claims remain unaffected and will be pursued separately.

5.6. Feed Export Links and Termination: Any feed export links, URLs, or files generated by the Service (e.g., for use as supplemental feeds in Google Merchant Center) are provided solely for use during the term of the Customer's active subscription. Upon termination or cancellation of the Service, or suspension under § 1.5 or § 3.1d, such links will be disabled or will no longer be updated, and the Customer has no right to continue using, linking to, or relying on them. Continued use of a previously generated feed export link after termination is a violation of § 1.4 (License and Right of Use).

5.7. Unilateral Disconnection for Non-Cooperation: If, following termination or cancellation of the subscription, the Customer fails to complete the steps required for the technical Switch-Out (including accepting the switch-out request in the Google Merchant Center interface) within thirty (30) days of Smarketer's notice under § 5.3, Smarketer may unilaterally revoke its own administrative and API access to the Customer's Google Merchant Center, ending the technical association with Smarketer's CSS infrastructure and any further billing under § 5.4. This disconnection is limited to ending the Customer's technical association with Smarketer's CSS infrastructure; Smarketer has no ability to, and does not, delete, suspend, or otherwise alter the Customer's Google Merchant Center account itself, which remains solely within the Customer's own control and relationship with Google. Continued billing under § 5.4 shall not exceed this thirty (30)-day period plus a reasonable technical processing period not to exceed ten (10) additional business days.

§ 6 Content, AI, Data Usage, and Privacy

6.1. Lawful Content: The Customer warrants that all product data and images are lawful and do not infringe third-party rights.

6.1a. Ownership of Customer Data: Smarketer does not claim ownership of the Customer's original product data, content, or catalog information. Smarketer's intellectual property rights are limited to its own software, algorithms, dashboards, and the enriched outputs described in § 6.6, and do not extend to the Customer's underlying source material.

6.2. AI-Generated Content, Hallucinations, and EU AI Act Compliance: WaveMetrics utilizes third-party Large Language Models (LLMs) to generate and optimize product feed attributes. The Customer acknowledges that these AI models are probabilistic systems and may generate inaccurate, fabricated, or conceptually flawed outputs ("hallucinations"). Smarketer does not author the AI-generated text and, subject to § 7, disclaims liability for the accuracy, legality, or completeness of the content generated by these third-party models. In accordance with the EU AI Act, WaveMetrics acts solely as a technology intermediary. The Customer acts as the final "deployer" and assumes responsibility for reviewing, verifying, and approving all AI-enriched attributes and descriptions before they are deployed to live advertising environments.

6.2a. Compliance with Third-Party AI Provider Policies: The Customer agrees that any content it submits through the Service's AI-based features (including product descriptions, images, and other source material) must comply with the usage policies of the underlying third-party AI providers used to deliver those features. The Customer must not submit health data, government identification numbers, financial account details, biometric data, or other special categories of personal data through the Service's AI-based features. Smarketer may suspend or restrict a Customer's access to AI-based features if Smarketer reasonably believes the Customer's submitted content violates such third-party policies or this restriction, in order to protect Smarketer's own standing with these providers; § 1.5 applies accordingly.

6.3. Data Usage (Chinese Wall): Smarketer GmbH maintains internal confidentiality regarding data processed through the WaveMetrics platform. Such data --- including performance metrics, feed data, and account information of Customers or Authorized Users --- will not be used by other departments within Smarketer or its affiliated agency business for proactive sales outreach. This does not restrict Smarketer's sales activities toward prospective customers prior to their use of the Service, nor does it guarantee that Smarketer will not independently contact a company that happens to be a client of an agency Customer, provided such contact is not based on data obtained through the WaveMetrics platform.

6.4. AI Training Data and Data Security: Customer product catalogs, feeds, and proprietary data processed via third-party LLM APIs are transmitted via enterprise API endpoints. Smarketer legally opts out of allowing these third-party providers to use Customer data to train their public foundation models. Smarketer retains the right to process strictly anonymized, de-identified, and aggregated platform usage data to benchmark performance and improve internal algorithms. No identifiable Customer data will be used to train generative models without explicit consent.

6.5. Indemnification: The Customer shall indemnify and hold Smarketer harmless from all third-party claims, regulatory fines, and reasonable legal defense costs arising from a culpable breach of the warranties in this § 6.

6.6. Protection of Enriched Data: The enriched product feed outputs generated via WaveMetrics' proprietary AI logic are licensed to the Customer strictly for use within their authorized WaveMetrics marketing campaigns. The Customer is expressly prohibited from licensing, selling, or allowing third-party CSS providers to ingest, scrape, or reverse-engineer the WaveMetrics-optimized feed data, and may not use such outputs to develop, train, or improve any artificial intelligence or machine learning model that competes with the Service.

6.7. Source Material and Copyright for AI Enrichment: To perform AI-driven feed enhancements, the WaveMetrics LLM ingests the Customer's existing product descriptions, metadata, and associated imagery. The Customer warrants that they hold the necessary rights and licenses for all provided source material. The Customer shall indemnify Smarketer against any claims that the ingestion of their provided catalog data by WaveMetrics' AI models infringes upon third-party intellectual property rights.

6.8. Data Protection and DPA (Auftragsverarbeitungsvertrag): Insofar as Smarketer processes personal data on behalf of the Customer in the course of providing the WaveMetrics platform, this is done strictly in accordance with Article 28 GDPR. The processing of such personal data is exclusively governed by Smarketer's standard Data Processing Agreement (DPA), which is incorporated herein by reference and forms an integral part of this contract. In the event of any conflict between these Terms and Conditions and the DPA regarding the processing of personal data, the provisions of the DPA shall prevail.

6.8a. Data Hosting Location: Smarketer's own application infrastructure, including the WaveMetrics platform and its primary databases, is hosted on servers located in Frankfurt, Germany (European Union). Certain processing is carried out by third-party subprocessors as necessary to provide the Service --- including payment processing (Stripe), AI-based feed optimization (third-party LLM providers), and the Google Ads/Merchant Center services the Customer connects --- whose processing locations may be outside the EU/EEA and are governed by the safeguards described in the Data Processing Agreement referenced in § 6.8, including Standard Contractual Clauses where applicable. Changes to specific subprocessors (e.g., replacing or adding an AI provider) are governed exclusively by the subprocessor-notification mechanism in the DPA and do not constitute an amendment of these Terms under § 9.2.

6.9. Data Export and Deletion after Termination: Upon termination of the contract, the Customer may export their configuration data and reports via the platform for a period of thirty (30) days. After this period, Smarketer will delete or irreversibly anonymize Customer data, unless statutory retention obligations require longer storage. The provisions of the DPA regarding personal data remain unaffected.

6.10. References: Smarketer may name the Customer, including the Customer's company logo, as a reference on its website and in marketing materials. The Customer may object to this use at any time in text form, upon which Smarketer will cease the reference use within a reasonable period.

§ 7 Availability, Liability, and Force Majeure

7.1. Availability: Smarketer strives for 98% annual availability, excluding scheduled maintenance and external API outages.

7.2. Unlimited Liability: Smarketer is liable without limitation for: (1) Intent or gross negligence; (2) Injury to life, body, or health; (3) Claims under the Product Liability Act.

7.3. Limited Liability: For slightly negligent breaches of Cardinal Duties (obligations whose fulfilment enables the proper execution of the contract in the first place and on whose observance the Customer regularly relies), liability is limited to foreseeable damage typical for this contract.

7.4. Exclusion: Subject to §§ 7.2 and 7.3, liability for indirect damages (lost profits, missed savings) and external outages (e.g., Google downtime) is excluded.

7.5. Liability Cap: Subject to § 7.2, total liability within one contract year shall not exceed the fees paid by the Customer in the twelve (12) months preceding the event.

7.6. Third-Party AI Output Interpretation: Subject to § 7, Smarketer shall not be held liable for fluctuations in advertising performance, account suspensions, or misrepresentations resulting from how external search engines or AI-driven agentic commerce systems interpret, index, or display the AI-optimized feed attributes.

7.7. Agentic Commerce and Autonomous AI Buyers: WaveMetrics prepares and structures product data to be highly readable by automated systems, including third-party AI agents. Smarketer provides the data infrastructure but is not a party to these transactions. Subject to § 7, Smarketer shall bear no liability for financial losses, return costs, or reputational damage resulting from how third-party AI agents interpret the optimized feed data, nor for any erroneous or unintended automated purchases executed by such systems.

7.8. Force Majeure (Höhere Gewalt) & Cyber Incidents: Neither party shall be liable for delays or non-performance resulting from events beyond their reasonable control. This explicitly includes acts of God, state-sponsored cyberattacks, ransomware incidents, regional telecommunication collapses, and unforeseeable outages of third-party cloud or LLM API infrastructures. In such events, SLA credits or damage claims are excluded for the duration of the event.

7.9. Statute of Limitations (Verjährung): All claims of the Customer for defects or breaches of contract expire twelve (12) months after the statutory commencement of the limitation period. This reduction does not apply to claims for damages arising from intentional wrongdoing, gross negligence, or injury to life, body, or health, which are governed by statutory limitation periods.

§ 8 Non-Solicitation

8.1. Protection of Employees: The Customer agrees not to actively solicit any employee or contractor of Smarketer GmbH who was involved in the provision of the services for a period of twelve (12) months after the end of the contract. Hiring based on unsolicited applications or applications in response to general job postings does not constitute a breach of this clause.

8.2. Penalty: Any breach of this clause shall result in a contractual penalty equal to 25% of the gross annual salary of the solicited employee. The assertion of further damages remains reserved; the penalty will be credited against such damages.

§ 9 Final Provisions

9.1. Governing Law and Language: This agreement is governed by the laws of the Federal Republic of Germany. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. Jurisdiction is Berlin, Germany. While Smarketer provides this English text and may provide other translations, the German version (Allgemeine Geschäftsbedingungen) shall be the sole legally binding version. In the event of any discrepancies, the German version shall prevail.

9.2. Right to Amend: Smarketer may amend these T&C for good cause, in particular to reflect changes in law, jurisprudence, technical requirements of third-party platforms, or the further development of the Service, provided the amendment does not alter the relationship between price and core service to the Customer's detriment. Smarketer will notify the Customer of amendments in text form at least fourteen (14) days before they take effect. If the Customer does not object in text form before the effective date, the amendments are deemed accepted; Smarketer will expressly point out this consequence and the Customer's right to object in the notification. If the Customer objects, either party may terminate the contract with effect from the end of the current billing cycle. Amendments to core features require the Customer's active consent or a new order. Changes to subscription, seat, or base pricing are governed exclusively by § 4.1 and are not subject to the notice-and-objection mechanism in this § 9.2.

9.3. Text Form Requirement: Any amendments, side agreements, waivers, or guarantees --- including custom pricing agreements --- must be made in text form (e.g., email) to be legally valid. Verbal agreements have no legal effect.

9.4. Severability: Should any provision be invalid, the remaining provisions remain in full force.

9.5. Order of Precedence: In the event of a conflict between these Terms, a separately signed Order Form or Subscription Agreement, and the DPA, the following order of precedence applies unless the conflicting document expressly states otherwise: (1) the DPA, for matters concerning personal data processing; (2) any separately signed Order Form or Subscription Agreement; (3) these Terms and Conditions.

9.6. Assignment: Neither party may assign or transfer this contract without the other party's prior consent, except that Smarketer may assign this contract to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its relevant business, without requiring the Customer's consent.

9.7. Export Control and Sanctions: The Customer may not use the Service in violation of applicable export control or economic sanctions laws, and warrants that it is not located in, or ordinarily resident in, a country or region subject to comprehensive sanctions, nor listed on any applicable restricted-party list.

9.8. No Waiver: A party's failure to enforce any provision of these Terms, or delay in doing so, does not constitute a waiver of that provision or of any other right under these Terms.

9.9. Feedback: If the Customer or any Authorized User provides suggestions, ideas, or feedback about the Service, Smarketer may use such feedback for any purpose, including to develop or improve the Service, without any obligation or compensation to the Customer.

9.10. Relationship of the Parties: Nothing in these Terms creates a partnership, joint venture, or agency relationship between Smarketer and the Customer. Neither party has the authority to bind the other. Any separate partnership, reseller, or referral arrangement between Smarketer and the Customer is governed by a distinct written agreement and not by these Terms.

9.11. No Third-Party Beneficiaries: These Terms are made solely for the benefit of Smarketer and the Customer. No Authorized User, agency client, underlying merchant, or other third party has any right to enforce any provision of these Terms, regardless of whether they are named or described herein.

9.12. Notices: Notices from Smarketer to the Customer are validly given when sent to the Customer's account email address on file or shown within the platform, and are deemed received on the date sent. Notices from the Customer to Smarketer that are legally significant under these Terms (e.g., an objection under § 9.2, a formal complaint, or a notice of breach) must be sent in text form to the contact address designated by Smarketer for this purpose; routine support requests do not constitute such notice.