Fioro General Terms and Conditions

Last updated October 6, 2025

AGREEMENT TO OUR GENERAL TERMS AND CONDITIONS

We are Fioro ("Company," "we," "us," "our"). We operate the website https://fioro.ai (the "Site"), as well as any other related products and services that refer or link to these General Terms and Conditions (the "GTC") (collectively, the "Services"). You can contact us by email at info@fioro.ai.

In combination with a licensing agreement (e.g., an order form) these GTC constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you", “your”), and Fioro Technology GmbH, Liebigstr. 7, 80538 München ("Fioro"), concerning your access to and use of the Services.

Individual agreements with you shall become part of the Agreement with you and shall take precedence in the event of a conflict with these GTC.

The application of your own GTC is excluded. Deviating, conflicting or supplementary terms of you shall only become part of the agreement if and to the extent that Fioro has expressly agreed to their validity in writing. This requirement of written consent also applies if Fioro accepts your payments without reservation, provides the service without reservation and in full knowledge of your terms and in other similar circumstances.

Fioro‘s offer to enter into an Agreement is targeted solely at business customers and not at consumers. A consumer within the meaning of these GTC is any natural person who enters into a legal transaction for a purpose that is predominantly outside his trade, business or profession. By using the services, you declare that you act as a business and not a consumer.

OUR SERVICES

Fioro operates a software as a service (SaaS) solution which provides personalized sales and communication coaching for professionals of you or your sales partners and for independent sales partners (“Users”). The details of the Services are specified in the Service Description.

Fioro shall only be obliged to modify or adapt the Services if such modification or adaptation is necessary to maintain the Services in accordance with the state of the art. Otherwise, Fioro shall only be obliged to modify, adapt and further develop the Services when this is specifically agreed between the Parties.

USER REGISTRATION

You are required to register and create a user account to use the Services. Users are invited and also required to register and create a user account.

You and the Users shall keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

You warrant that: (1) all registration information you and the Users submit will be true, accurate, current, and complete; (2) you and the Users will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these GTC; (4) you and the Users will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (5) you and the Users will not use the Services for any illegal or unauthorized purpose; and (6) your and the Users’ use of the Services will not violate any applicable law or regulation.

PURCHASES AND PAYMENT

Unless the parties agree on bespoke terms in a separately executed written Agreement, we accept the following forms of payment:

• SEPA or SWIFT Transaction

The Services are contracted and billed on a subscription basis ('Subscription'). You will be billed in advance or arrears on a recurring basis ('Billing Cycle') depending on the type of plan selected when purchasing the Services. A Subscription terminates with the end of the term of the Agreement pursuant to section 11 (CANCELLATION).

Should automatic billing be agreed upon and fail to occur for any reason or the parties agree on different modes of payment, Fioro will issue an electronic invoice indicating that you must make full payment manually within fifteen (15) day.

You agree to provide current, complete, and accurate invoice, purchase and account information for all purchases made via the Services. You further agree to promptly notify us about updated account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us.

Fioro is entitled to adjust the remuneration to be paid by you under these GTC at Fioro‘s reasonable discretion to reflect the development of Fioro‘s costs as relevant for the price calculation. Such adjustment of remuneration may result in a price increase or price reduction. In particular, the costs charged by the LLM providers, administrative costs, costs of maintaining and operating Fioro‘s IT infrastructure, general costs (sales and marketing costs, personnel costs, rent, external service providers) as well as financing costs, taxes, fees and other charges shall be considered relevant for the calculation of Fioro‘s total costs. Cost increases and cost reductions are to be taken into account by Fioro with equal effect on the price. All price changes shall be communicated to you by e-mail and shall come into effect at the earliest 30 days after such notification by Fioro. In the case that Fioro increases the remuneration by more than 20% per contract year, you shall be entitled to terminate the User Agreement for cause with a notice period of four weeks from receipt of the notification of increase.

You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. If your order is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

INTELLECTUAL PROPERTY RIGHTS

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").

Subject to your compliance with these GTC we grant you a non-exclusive, non-transferable, revocable license for a limited period of time to:

• use the Services; and

• download or print a copy of any portion of the Content to which you have properly gained access.

solely for your own business activities.

With the exception of the cases set out in this section or elsewhere in our GTC you are not entitled to rent, lease, lend, reproduce, resell or otherwise distribute or pass on the Services or access to the Services; to use the Services to develop their own services that have the same or essentially the same functionalities; to activate and/or use functionalities of the Services for which you have not been granted rights of use; to transfer the rights of use to the Services to third parties or to grant third parties access to the Services without Fioro‘s consent; to modify, translate, reproduce, decompile or examine the source code of the Services , algorithms or other program components, except to the extent permitted by law pursuant to Section 69d or Section 69e of the German Copyright Act (Urheberrechtsgesetz, UrhG); to remove, circumvent, decrypt or otherwise modify the functions associated with the Services for managing digital rights or for copy protection or other technologies that serve to control access to the Services; to remove, obscure or modify legal notices, in particular those relating to Fioro‘s intellectual property rights.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our GTC, please address your request to: info@fioro.ai. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks. Any wilful breach of these Intellectual Property Rights will constitute a material breach of our GTC and entitles us to terminate for cause.

By submitting questions, comments, suggestions, ideas, feedback, or other information about the Services ("Submissions") directly to us, either by you or Users, you agree to assign to us all transferable intellectual property rights in such Submissions. We are entitled to use and disseminate such Submissions without restriction for any lawful purpose, commercial or otherwise, without compensation to you.

With respect to such Submissions:

• the provisions regarding "PROHIBITED ACTIVITIES" must be complied with;

• you warrant that all such Submissions are original to you or that you have the necessary rights and licenses to submit such Submissions, and that you have full authority to grant us the above-mentioned rights in relation to your Submissions; and

• you warrant that your Submissions do not constitute confidential information.

You are solely responsible for your Submissions and you expressly agree to indemnify us for all damages and reasonable legal defense costs (at the level of statutory fee schedules) that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.

USER GENERATED CONTRIBUTIONS

As part of your and the Users’ use of the Services, we offer you the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions")

When you or Users create or make available any Contributions, you thereby warrant that:

• the creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party;

• You or Users are the creator and owner of Contributions or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use the Contributions in any manner contemplated by the Services and these GTC;

• You or Users have the written consent, release, and/or permission of each and every identifiable individual person in the Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Contributions in any manner contemplated by the Services and these GTC;

• the Contributions are not false, inaccurate, or misleading;

• the Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation;

• the Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us);

• the Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone:

• the Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people;

• the Contributions do not violate any applicable law, regulation, or rule;

• the Contributions do not violate the privacy or publicity rights of any third party;

• the Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors;

• the Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap; and

• the Contributions do not otherwise violate, or link to material that violates, any provision of these GTC, or any applicable law or regulation.

CONTRIBUTION LICENSE

You grant Fioro the non-exclusive right to use your and Users’ Contributions during the term of the Agreement to the extent necessary for the performance of the Agreement. You agree that we may access, store, process and use any information and personal data you and Users provide in accordance with the terms of the Privacy Policy and your usage choices (including account settings) for the purpose of fulfilling the Agreement.

We do not assert any ownership over your and Users’ Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in the Contributions. Vis-à-vis us, you are solely responsible for the Contributions to the Services, and you shall indemnify us on first request against any claims asserted by third parties based on the Contributions, unless the asserted claims are based on willful misconduct or gross negligence on the part of Fioro.

You shall be responsible for independently creating backup copies of the Contributions.

PROHIBITED ACTIVITIES

You and Users may not access or use the Services for any purpose other than that for which we make the Services available.

With regard to the use of the Services, the following must not be done:

• To systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

• To trick, defraud, or mislead us or other users, especially in any attempt to learn sensitive account information such as user passwords.

• To circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.

• To disparage, tarnish, or otherwise harm us and/or the Services.

• To use any information obtained from the Services in order to harass, abuse, or harm another person.

• To make improper use of our support services or submit false reports of abuse or misconduct.

• To use the Services in a manner inconsistent with any applicable laws or regulations.

• To engage in unauthorized framing of or linking to the Services.

• To upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.

• To engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.

• To delete the copyright or other proprietary rights notice from any Content.

• To attempt to impersonate another user or person or use the username of another user.

• To share account credentials or make an account available to anyone else.

• To upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").

• To interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.

• To harass, annoy, intimidate, or threaten any individual.

• To attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.

• To copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.

• Except as permitted by applicable law, to decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.

• Except as may be the result of standard search engine or Internet browser usage, to use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.

• To use a buying agent or purchasing agent to make purchases on the Services.

• To make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.

• To use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.

• To use the Services to advertise or offer to sell goods and services.

Any use of the Services in violation of the foregoing violates these GTC and may result in, among other things, termination or suspension of your rights to use the Services.

TERMINATION

Fioro may, at its own discretion, temporarily or permanently suspend your and Users’ access to the Services as a whole or to individual sections in case there are concrete indications of a breach or breach by you or Users of this Agreement and/or applicable law, or if Fioro has any other legitimate interest in suspending access. When considering suspension, your legitimate interests will be duly taken into account.

In the event of temporary or permanent suspension, the access authorization will be blocked, and you will be notified by e-mail.

In the event of temporary suspension, access authorization will be reactivated after the suspension period has expired or the reason for suspension has finally ceased to apply, and you will be notified by e-mail. Permanently blocked access authorization cannot be restored. Permanently suspended persons are permanently excluded from using the Services and may not register again. If you are permanently suspended, Fioro is entitled to terminate the contractual relationship for cause.

Fioro is entitled to delete content that does not comply with the conditions of Section 8.

PRIVACY POLICY

We care about data privacy and security. Our Privacy Policy applies: https://www.fioro.ai/de/privacy.

If you determine that your data includes personal data as defined in the General Data Protection Regulation (GDPR) or any comparable data protection laws, legislation and/or regulation ('Personal Data'), you may request the conclusion of a data processing agreement which then shall govern any data processing of such Personal Data and shall take precedence over any other terms of the GTC in terms of processing of Personal Data. Fioro exclusively processes Personal Data under this Agreement and as processor for you as controller.

CANCELLATION

Unless the Agreement is terminated by either party beforehand, at the end of each Billing Cycle your Subscription will automatically renew for another Billing Cycle under the exact same terms. You may terminate the GTC and the corresponding Subscription either through the online account management page or by contacting Fioro’s customer support team at info@fioro.ai. Fioro shall observe a notice period of three (3) months for a termination without cause.

CHANGES TO THE GTC

Fioro reserves the right to amend these GTC. Fioro will take into account your legitimate interests in each case. The inclusion of additional subprocessors, shall be unilaterally possible at any time.

You shall be notified of any amendments in advance by e-mail. If you do not object to their application within four weeks of receipt of the notification, such amendments shall be deemed accepted with effect for the future. If you object to the amendments, Fioro is entitled to terminate the contractual relationship for cause with a notice period of two weeks, provided that Fioro has notified you of the effect of not objecting and of the right of termination in the notification of amendment.

Any amendment to the subject matter of the Agreement and the main performance obligations that would lead to a change in the contractual structure as a whole shall be excluded from the right to amend. In such cases, Fioro will inform you of the intended amendments and offer to continue the contractual relationship under the amended conditions.

GOVERNING LAW

The Agreements concluded between the Parties, including these GTC, are governed by and construed in accordance with the material law of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods and private international law.

The exclusive place of jurisdiction shall be Munich, Germany. However, Fioro shall be entitled to sue you at its general place of jurisdiction. Mandatory statutory provisions on exclusive places of jurisdiction shall remain unaffected by this provision.

If the Customer is based outside the EU, the following shall apply instead of Section 13.2: All disputes arising out of or in connection with the Agreement or its validity shall be finally settled in accordance with the Arbitration Rules of the German Institution of Arbitration (Deutsche Institution für Schiedsgerichtsbarkeit e.V. - DIS) to the exclusion of recourse to the ordinary courts of law. The arbitral tribunal shall consist of one (1) arbitrator. The place of arbitration is Munich. The language of the proceedings is English. All documents and other evidence may be submitted in English translation or in German if the documents are drafted in German.

WARRANTY

Sections 536 et seq. of the German Civil Code (Bürgerliches Gesetzbuch, BGB) apply to defects in the Services. Strict liability for initial defects pursuant to Section 536a German Civil Code is excluded. You shall notify Fioro immediately in writing of any defects.

Defects shall be remedied at Fioro‘s discretion either by repair or replacement free of charge.

You may only terminate the Agreement pursuant to Section 543 (2) sentence 1 no. 1 BGB for failure to grant use in accordance with the GTC if Fioro has been given sufficient opportunity to remedy the defect and such remedy has failed.

Fioro does not assume any warranty for your internet access, in particular for the availability and dimensioning of such internet access. Fioro also assumes no warranty for your systems on which the Sercices are executed.

Fioro has no influence on the completeness and accuracy of the text or audio Outputs generated by the Providers and assumes no warranty in this respect. Fioro expressly advises you not to rely on the accuracy of the content of the Outputs without verification. Outputs that appear correct due to their level of detail or specificity may also contain material inaccuracies. Similarly, Outputs may not contain the most current or complete information. Events or changes in the underlying facts that occurred after the training of the respective LLM are not taken into account by the LLM and may not be reflected in the Output. The provisions of this Section 14.5 shall apply accordingly to the responses generated when using LLMs with internet access.

You are not entitled to claim a payment reduction by independently abating the amount of the reduction from the current remuneration. This shall not affect your claims under the law of unjust enrichment to reclaim the part of the remuneration paid in excess due to a justified reduction.

LIABILITY AND COMPENSATION

Fioro shall be liable in all cases of contractual and non-contractual liability in the event of intent and gross negligence in accordance with the statutory provisions for damages or reimbursement of futile expenses.

In other cases, Fioro shall only be liable - unless otherwise provided in Section 15.3 - in the event of a breach of a contractual obligation, the fulfillment of which is essential for the proper execution of the contract and on the observance of which you may regularly rely (so-called Cardinal Obligation), limited however to compensation for foreseeable and typical damage. In all other cases, liability is excluded subject to the provision in Section 15.3.

Fioro‘s liability for damages resulting from injury to life, body or health, warranty breach and under the German Product Liability Act (Produkthaftungsgesetz, ProdHaftG) shall remain unaffected by the above limitations and exclusions of liability.

Insofar as liability is excluded under these provisions, this shall also apply to the liability of Fioro‘s executive bodies and vicarious agents, in particular employees.

The limitation period for claims for your damages against Fioro shall be one year, except in the cases of Sections 15.1 and 15.3.

In the event of damage caused to you by the conduct of an LLM provider, Fioro‘s liability shall be limited to the assignment of Fioro‘s claims against the respective LLM, insofar as such provider‘s terms and sage conditions (as shown in Appendix "LLMs") allow for such assignment. In this case, any liability of Fioro for such damages is excluded.

The Customer shall be liable for the conduct of Users who derive their usage rights through the Customer as if it were the Customer's own conduct.

INDEMNIFICATION

You shall indemnify Fioro upon first request against all claims asserted against Fioro by third parties due to (i) the use of the Contributions by Fioro or you and (ii) due to your use of the Services, unless these claims are based on intentional or grossly negligent conduct by Fioro. This also includes the costs of a reasonable legal defense in accordance with the German Lawyer’s Compensation Act (Rechtsanwaltsvergütungsgesetz, RVG).

FINAL PROVISIONS

In the event that one or more provisions of these GTC are or become invalid, this shall not affect the validity of the remaining provisions.

Only the German version of this Agreement shall be legally binding. The English translation is provided for information purposes only.

Appendix: LLMs