TERMS OF SERVICE

Version date: 23.09.2026. In case of discrepancies between the language versions, the German version prevails (§ 15(3)).

§ 1 SCOPE, CONTRACTING PARTIES

(1) These Terms of Service (“Terms”) apply to all contracts concerning the use of the AI-powered speech platform “KugelAudio” (text-to-speech, speech-to-speech, associated APIs, SDKs, web application and documentation, together the “Service”) between KugelAudio GmbH, Rosenthaler Str. 36, 10178 Berlin, Germany, represented by its managing directors Kajo Kratzenstein and Viktor Presber, Local Court of Charlottenburg, HRB 277989 B, VAT ID DE458999009 (“KugelAudio”), and the user.

(2) A “consumer” is any natural person who concludes the contract for purposes that are predominantly outside their trade, business or profession (Section 13 German Civil Code, BGB). A “business user” is a user within the meaning of Section 14 BGB. Provisions applying to only one of the two groups are marked accordingly.

(3) Deviating or supplementary terms of the user become part of the contract only if KugelAudio has expressly agreed to them in text form.

§ 2 SUBJECT MATTER, SCOPE OF SERVICES

(1) KugelAudio provides the Service in its current form as described in the product description and documentation. What is owed is the provision of the Service, not a particular commercial outcome of its use.

(2) Availability: KugelAudio provides the Service within its then-current technical and operational capabilities. A specific minimum availability or service level is owed only if expressly agreed in text form. Consumers' statutory rights, in particular under Sections 327 et seq. BGB, remain unaffected.

(3) Further development: KugelAudio may further develop and modify the Service to the extent the change is reasonable for the user, taking both parties' interests into account. For consumers, Sections 327e et seq., 327r BGB apply to changes to digital products.

§ 3 REGISTRATION, USER ACCOUNT

(1) Use of the Service requires a user account. Upon registration, the user must provide complete and truthful information and keep their credentials confidential. The Service is intended for persons aged 18 or over.

(2) Accounts registered by bots or automated means are not permitted; unless otherwise agreed, only one account per user is allowed. Accounts must not be shared with third parties; use by an organisation's employees via team/organisation features remains unaffected.

(3) The user informs KugelAudio without undue delay of any unauthorised access to their account.

§ 4 PRICES, PAYMENT, CREDITS

(1) The prices displayed in the price overview at the time of the respective top-up or usage apply. Consumers are shown total prices including statutory VAT; before a top-up is completed, the total amount payable including the VAT applicable to the user is shown. Net prices shown to business users are exclusive of statutory VAT where applicable.

(2) Payments are processed via external payment providers; KugelAudio itself does not collect credit card data. Whether a payment provider acts as an independent controller or processor for particular processing activities depends on the specific payment flow and is explained in the Privacy Policy.

(3) Types of credits: (a) Credits purchased for consideration (prepaid balance) do not expire; they remain usable until they are consumed or the contract ends (paragraph 5). (b) Promotional, trial or bonus credits granted free of charge apply until the expiry date stated when granted or, if none is stated, until further notice; KugelAudio may withdraw them in case of misuse or discontinuation of the free offering. (c) Credits under an individually agreed plan (paragraph 7) are governed by that agreement. The available balance and any expiry dates are shown in the dashboard.

(4) Use and legal nature: Credits are consumed based on usage. Credits granted free of charge are used before purchased prepaid balance, in each case those with the earliest expiry date first. Where the Service permits minor usage beyond the available balance, the shortfall is offset against the next top-up. Credits are not money or a means of payment and may not be transferred, sold or redeemed for cash.

(5) Consequences of termination: Credits granted free of charge expire when the contract or the relevant offering ends. If KugelAudio ordinarily terminates the contract or discontinues the Service without the user being responsible, KugelAudio refunds unused prepaid balance purchased for consideration. If the user terminates or deletes the account, or KugelAudio terminates for material cause attributable to the user, statutory claims apply; KugelAudio may set off due claims and proven damages. Withdrawal from a top-up is governed by § 5.

(6) Auto-recharge: If the user has activated automatic top-up, the chosen amount is charged when the balance falls below the chosen threshold. The feature can be deactivated at any time in the dashboard.

(7) Individual agreements: Subscriptions, minimum commitments, fixed prices, service levels and other deviating terms apply only to the extent they have been separately agreed in text form (e.g. in a quote or order form). They take precedence over these Terms; these Terms apply in all other respects.

(8) Price changes: KugelAudio may change prices with effect for the future. For top-ups, the price displayed at the time of purchase applies. Changes to usage-based prices that also affect balance already purchased are notified in text form at least 30 days before they take effect. The user may terminate the contract until they take effect; in that case KugelAudio refunds unused prepaid balance purchased for consideration. Individually agreed plans are governed by the respective agreement.

§ 5 RIGHT OF WITHDRAWAL, REFUND OF CREDITS

(1) Each credit top-up is a separate contract. Consumers have a statutory right of withdrawal from each top-up in accordance with the following instruction.

Instruction on withdrawal

Right of withdrawal: You have the right to withdraw from this contract within fourteen days without giving any reason. The withdrawal period is fourteen days from the day of the conclusion of the contract. To exercise the right of withdrawal, you must inform us (KugelAudio GmbH, Rosenthaler Str. 36, 10178 Berlin, Germany, email: hello@kugelaudio.com) of your decision to withdraw from this contract by an unequivocal statement (e.g. an email). You may use the attached model withdrawal form, but it is not obligatory. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Withdrawal function: During the withdrawal period you can also declare the withdrawal using the withdrawal function that is permanently available for each top-up in the billing area of the dashboard. After selecting the top-up, you submit the declaration with the confirmation button. We confirm receipt without undue delay by email, stating its content, date and time.

Effects of withdrawal: If you withdraw from this contract, we shall reimburse to you all payments received from you without undue delay and in any event not later than fourteen days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless otherwise agreed. If you requested that the services begin during the withdrawal period, you shall pay us an amount which is in proportion to the services provided until you have communicated your withdrawal, compared with the full coverage of the contract.

(2) Immediate start: Credits become usable immediately upon the top-up if the user expressly requests this: for a manual top-up during checkout, for automatic top-ups (§ 4(6)) when activating automatic top-up, for all subsequent automatic top-ups. The request is captured separately from acceptance of these Terms and confirmed in the invoice or payment confirmation sent by email.

(3) Refund on withdrawal: After a withdrawal, KugelAudio refunds the amount attributable to the credits of the withdrawn top-up that are still unused when the withdrawal is received, including the VAT on that amount. Credits of that top-up count as unused to the extent the purchased prepaid balance still covers them. For credits already used, compensation is owed under paragraph 1 (Section 357a(2) BGB) and is set off against the refund. For automatic top-ups made without a request under paragraph 2, KugelAudio refunds the full amount paid. The unused credits of the top-up are removed with the withdrawal. If a top-up has not been paid yet, the invoice is cancelled.

(4) Business users: Business users have no right of withdrawal. KugelAudio treats a user as a business user once they buy a top-up as a business with a VAT ID; this applies to all top-ups from then on.

(5) Model withdrawal form pursuant to Annex 2 EGBGB in the annex to these Terms.

§ 6 RIGHTS TO INPUT; VOICE CLONING

(1) Input: The user grants KugelAudio a non-exclusive, worldwide, royalty-free right, sublicensable to engaged processors, to process uploaded content (texts, audio, voice samples, 'Input') solely to provide, secure, maintain, troubleshoot and support the Service. This includes abuse detection, quality review of the specifically requested Output, and anonymised or aggregated operational telemetry. Customer content is not used to train general or customer-specific AI models unless the user gives separate express consent.

(2) Customer-specific voice model: A voice profile or voice model created from the user's Input is a 'customer-specific voice model'. To the extent rights arise in it, as between the user and KugelAudio those rights remain with the user. For the contract term, the user grants KugelAudio the rights required to provide, secure and delete it. The user is not entitled to delivery of model weights, embeddings or internal technical representations.

(3) Rights and consent: The user warrants that they hold all rights required for the Input, spoken text, recordings, performances and use of the voice. For another person's voice, express, documented consent must at least cover creation and use of the customer-specific voice model, the agreed commercial use cases, use of Output by the user and its authorised employees or customers, processing by subcontractors, the retention period, and withdrawal, deletion and their consequences.

(4) Evidence and safeguards: Before activation or continued use, KugelAudio may require evidence of rights and consent, identity or voice verification. The consent requirements in paragraph 3 form part of these Terms; KugelAudio may additionally require a separate voice consent form to document them. KugelAudio may reject or suspend creation or use of a voice model if evidence is missing, its authenticity is doubtful or there is an elevated risk of misuse. Withdrawal of consent must be reported to KugelAudio without undue delay; the affected voice model may no longer be used and will be deleted subject to statutory and contractual retention duties.

(5) Insofar as the Input is protected by copyright, the user undertakes not to infringe third parties' moral rights; a waiver of moral rights is not required.

§ 7 RIGHTS TO OUTPUT

(1) Upon full payment, KugelAudio assigns or licenses to the user all rights held by KugelAudio in the generated audio output ('Output'), to the extent such rights exist, on a perpetual, worldwide, transferable and sublicensable basis for the user's own purposes, including commercial use. Users of the free plan may use Output only for non-commercial purposes. KugelAudio does not warrant that Output is protected by copyright or other rights, unique or exclusive; other users may receive identical or similar Output.

(2) Uses that violate § 8 (Acceptable Use) remain excluded. KugelAudio or its licensors retain all rights in the software, underlying general models, and standard and library voices provided by KugelAudio or third parties. Paragraph 1 grants no rights in those models or voices and does not affect the user's rights in their Input and customer-specific voice model.

(3) Porting and model training: The user may use their own Input and Output generated from their own voice outside the Service. This does not create a right to receive internal model components. Voices that are not the user's own voice (in particular standard/library voices provided by KugelAudio and voices cloned with third-party consent), and Output generated from them, may not be used to create, train or transfer voice models on other platforms or services; porting such voices or voice models to other platforms is prohibited.

(4) Labeling duties: To the extent required by law and technically feasible, KugelAudio marks Output in a machine-readable format as artificially generated or manipulated. The user must not remove or circumvent such markings or provenance information. As deployer, the user remains responsible for transparency duties applicable to its use case, in particular disclosure of deepfakes and informing natural persons when they interact with an AI system (Article 50 of Regulation (EU) 2024/1689).

§ 8 ACCEPTABLE USE

(1) In particular, use of the Service is prohibited for

impersonating real persons without their consent;
deception, fraud, phishing or unlawful telemarketing;
creating content that is unlawful, infringes third-party rights, or is subject to statutory labeling requirements but not labeled;
circumventing technical protection measures, reverse engineering the models, removing technical markings, or systematically extracting model knowledge;
sharing or misusing API keys, or circumventing access, rate, credit or other technical limits;
building competing speech-synthesis datasets from the Output.

(2) In case of reasonable suspicion of violations, KugelAudio may restrict access in accordance with § 9.

§ 9 SUSPENSION, TERMINATION

(1) Suspension: KugelAudio may suspend access in whole or in part to the extent necessary due to (a) concrete indications of a material breach of contract or law, including Sections 6 to 8, (b) payment default, chargebacks, payment fraud or failed payment authorisation, (c) compromised credentials or API keys, attacks on infrastructure or a risk to the platform, other users or third parties, (d) exceeding or circumventing technical limits, (e) necessary emergency maintenance, or (f) an administrative or court order.

(2) Procedure: For a remediable breach, KugelAudio generally issues a prior warning and allows a reasonable period to cure. Immediate suspension is permitted where prior notice would defeat the protective purpose, there is imminent danger, the breach cannot be cured, or a legal order prevents notice. To the extent legally permitted, KugelAudio states the reason for the suspension and lifts it once the reason no longer applies.

(3) Termination by the user: at any time via the dashboard (account deletion) or in text form. Section 4(5) applies to unused credits.

(4) Termination by KugelAudio: KugelAudio may terminate the contract at any time by ordinary termination: free-tier accounts without notice period and without stating reasons; accounts with purchased balance or an individual agreement with two weeks' notice in text form. The right to extraordinary termination and immediate suspension for cause (in particular for violations of Sections 6 to 8) remains unaffected. Section 4(5) applies to remaining prepaid balance.

(5) Inactive free accounts (no sign-in for 12 months, no credits, no individual agreement) may be deleted after two email notices with at least 4 weeks' lead time. Accounts with credits or active contracts are not deleted as inactive.

§ 10 WARRANTY

For consumers, the statutory warranty rights for digital products apply (Sections 327 et seq. BGB). Towards business users: the Service is provided with the characteristics described in § 2; AI-generated output may contain errors (e.g. pronunciation, emphasis); the user checks the Output for fitness for their purpose before productive use.

Where beta, preview, test, or free features are offered to business users and identified as such, they are not intended for production use. Unless expressly agreed, no particular availability or characteristics are warranted for them; mandatory statutory rights and § 11 remain unaffected.

§ 11 LIABILITY

(1) KugelAudio is liable without limitation for intent and gross negligence, for damages arising from injury to life, body or health, under the German Product Liability Act, and to the extent of any guarantee assumed.

(2) In the event of slightly negligent breach of a material contractual obligation (cardinal obligation, i.e. an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the user may regularly rely), liability is limited to the foreseeable damage typical for this type of contract at the time of conclusion.

(3) Towards business users, aggregate liability under paragraph 2 per contract year is additionally limited to the greater of (a) EUR 100 and (b) the fees paid by the user to KugelAudio during the twelve months preceding the event. Multiple events arising from the same cause are treated as one event. Paragraph 1 remains unaffected.

(4) Towards business users, liability for loss of data is limited to the typical restoration costs that would have been incurred had the user maintained proper backups appropriate to the risk. Paragraph 1 remains unaffected.

(5) Towards business users, liability for indirect or consequential damages and loss of profit is excluded to the extent such damage was not foreseeable and typical for this type of contract when it was concluded. Paragraph 1 remains unaffected.

(6) In all other respects, KugelAudio's liability is excluded.

(7) Paragraphs 1 to 6 also apply in favour of KugelAudio's corporate bodies, employees and vicarious agents.

§ 12 INDEMNIFICATION (BUSINESS USERS ONLY)

A user who is a business user indemnifies KugelAudio against third-party claims arising from their Inputs, a customer-specific voice model created for them, their use of Output, missing consents, or a breach attributable to them of third-party rights, data protection law, or obligations under §§ 6 to 8. The indemnity includes reasonable legal defence costs and applies only to the extent the user is responsible for the circumstance giving rise to the claim.

KugelAudio will promptly notify the user of such a claim and allow them reasonable participation in the defence. KugelAudio retains control of the legal defence. Neither party may admit a claim or enter into a settlement imposing obligations on the other party without that party's prior consent, which may not be unreasonably withheld.

§ 13 DATA PROTECTION, DATA PROCESSING

(1) Information on the processing of personal data is provided in the privacy policy.

(2) For business users who have personal data of third parties (e.g. their end users) processed via the Service, the version of KugelAudio's Data Processing Agreement (DPA) identified in the dashboard and documented with a version date when the contract is concluded additionally applies. The order or acceptance record states the version and hosting variant. Later amendments are governed by the amendment procedure in the DPA and, where applicable, § 14. In case of conflicts, the DPA prevails in data protection matters. The “EU-Only Hosting” variant applies only if expressly ordered and confirmed by KugelAudio.

§ 14 CHANGES TO THESE TERMS

(1) Purely editorial amendments and adjustments required by mandatory law or binding regulatory or court orders without any room for discretion may take effect immediately upon notice to the user. They must not alter the agreed relationship between performance and consideration.

(2) Consumers will be notified in text form of other amendments at least six weeks before they take effect; the notice will include a comparison of the amended provisions. Silence constitutes consent only if the notice expressly identifies the non-material amendments and KugelAudio separately informs the consumer, when the period begins, of the right to object, the objection period and the significance of silence.

(3) Business users will be notified in text form of amendments under paragraph 2 at least 30 days before they take effect. If the business user does not object within that period, the amendments are deemed accepted, provided that KugelAudio separately informs the business user, when the period begins, of the right to object, the objection period and the significance of silence.

(4) Changes to prices or principal performance obligations and material reductions in the Service require the user's express consent. Price changes are governed by § 4(8).

(5) Irrespective of the periods above, an amendment may take effect earlier if the user expressly agrees to it. Mandatory statutory rights, in particular for changes to digital products under Section 327r BGB, remain unaffected.

§ 15 FINAL PROVISIONS

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. For consumers, the protection of mandatory provisions of the state of their habitual residence remains unaffected (Art. 6(2) Rome I Regulation).

(2) Venue: If the user is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction is Berlin.

(3) These Terms are available in German and English; the German version prevails.

(4) Dispute resolution: KugelAudio is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board. Complaints are received at hello@kugelaudio.com.

(5) Should individual provisions be invalid, the remainder of the contract remains effective; the statutory provision takes the place of the invalid provision.

ANNEX: MODEL WITHDRAWAL FORM

(If you wish to withdraw from the contract, please complete and return this form.)

To:

KugelAudio GmbH Rosenthaler Str. 36 10178 Berlin Germany Email: hello@kugelaudio.com

I/We (*) hereby withdraw from the contract concluded by me/us (*) for the provision of the following service:

Service: ___________________________________________

Ordered on (*) / received on (*): ___________________________________________

Name of consumer(s): ___________________________________________

Address of consumer(s): ___________________________________________ ___________________________________________

Signature of consumer(s) (only if this form is submitted on paper): ___________________________________________

Date: ___________________________________________

(*) Delete as appropriate.