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General Terms and Conditions

Last updated: 2026-10-19

These General Terms and Conditions (GTC) govern the use of the software-as-a-service solution RYVIO provided by CeeYou Art/Media Design. The offering is aimed exclusively at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), at legal entities under public law and at special funds under public law. This English version is a courtesy translation. In case of any discrepancy, the German version of this document prevails.

Preliminary version — as of 2026-10-19. Legal review of these texts is still pending. The German version published on this website is binding.

Section 1 Scope

(1) These Terms apply to all contracts between CeeYou Art/Media Design, Inhaber Sandro Özköylü (hereinafter the “Provider”) and the customer for the use of the RYVIO application and related services.

(2) Deviating, conflicting or supplementary general terms and conditions of the customer do not become part of the contract unless the Provider expressly agrees to their validity in text form. This applies even if the Provider performs the service without reservation while aware of such terms.

(3) The offer is addressed exclusively to businesses (§ 14 German Civil Code, BGB), legal entities under public law and special funds under public law. Consumers (§ 13 BGB) are excluded from use. The customer expressly confirms at registration that it acts in the exercise of its trade or independent professional activity. The Provider may request proof (e.g. business registration, VAT ID) and block access if the customer acts as a consumer contrary to this confirmation.

(4) Persons who join a workspace at the invitation of a Customer act for that Customer; the Customer warrants that they are authorised to use the service on its behalf and know these Terms.

Section 2 Conclusion of contract

(1) The presentation of services on the website is not a binding offer but an invitation to make an offer.

(2) Registration opens access to the customer account. The paid usage contract is concluded when the customer accepts an offer of the Provider (service tier, price, term) in text form or the Provider confirms an order of the customer in text form.

(3) The customer warrants that it acts in the exercise of its trade or independent professional activity and that the information given at registration is correct and complete. Changes must be updated without delay.

(4) The Provider stores the contract text and the version of these Terms accepted at registration and makes the Terms available to the customer in text form after the contract is concluded. The contract language is German.

§ 2a Free test and beta use

(1) Where the Provider makes the application available in a closed test phase ("beta") or another free trial, the Beta Test Terms (page "Beta terms"), which the Customer confirms separately before first use, apply in addition and take precedence.

(2) During free use, § 2 (2) (conclusion of paid contracts), § 6 (availability and credits) and § 3 (3) (notice periods for feature changes) do not apply; liability and warranty are governed by the Beta Test Terms.

(3) Free use does not automatically turn into a paid contract. A paid contract is concluded exclusively under § 2 (2).

(4) The Data Processing Agreement (§ 11 (2)) also applies during free use.

Section 3 Description of services

(1) The Provider makes the RYVIO application available to the customer for use over the internet for the term of the contract (software as a service). The software is operated on the infrastructure of the Provider or its service providers; the source code is not transferred.

(2) The scope of functions follows from the service tier booked and from the description of services on the website valid at the time the contract is concluded. It includes in particular the management of company profiles, the storage and assignment of uploaded image and video files, the rule-based scoring and improvement of captions, the creation of platform-specific variants, planning and approval functions, and the publishing of posts to the customer's connected accounts on supported platforms via their official APIs (Section 7a). Which platforms and post formats are supported follows from the description of services on the website in its current version.

(3) The Provider continues to develop the application and may adapt, replace or remove functions insofar as (a) this is necessary because of changed interfaces or terms of platform operators, changed law or to remove security risks, or (b) the contractually agreed core functions of the booked tier are restricted by more than a minor degree and this is reasonable for the customer. The Provider announces changes under (b) at least six weeks in advance in text form. If the change affects the customer's interests by more than a minor degree, the customer may terminate the contract within four weeks of receipt of the announcement, effective when the change takes effect; fees paid in advance are refunded pro rata.

(4) Ratings and text suggestions generated by the application are non-binding recommendations; § 8a applies in addition. The Provider owes no particular result, in particular no particular reach, engagement rate or increase in revenue. The decision on using a suggestion is made solely by the customer.

(5) The creation of photo or video material, strategy consulting, and the management of social media channels by the Provider's staff are not part of the software service tiers. Such services (for example strategy calls, profile reviews, onboarding or content production) are only provided where they are expressly designated as an add-on service in the booked service tier or separately agreed in text form. The provision of the accounts and interfaces of the platform operators is not part of the contract (Section 7a).

(6) Usage limits stated for the respective service tier (such as the number of company profiles, users or connected accounts) form part of the contract. Technical protective limits securing operation (such as size and request limits) remain unaffected.

Section 4 Prices and payment terms

(1) The prices for the selected service tier shown on the website at the time the contract is concluded apply. All prices are net prices plus statutory VAT at the applicable rate.

(2) Remuneration is payable in advance for the respective billing period unless agreed otherwise. Invoices are provided electronically in text form; the customer agrees to this.

(3) In the event of late payment, the Provider is entitled to charge default interest at the statutory rate. If the customer is in default with a not insignificant part of the remuneration for more than 14 days, the Provider may block access after prior notice and a reasonable grace period. The obligation to pay for the agreed period remains unaffected.

(4) The Provider may adjust fees for recurring services once per calendar year with effect for the future, limited to the change in the German consumer price index since the last price setting plus proven cost increases of third parties used for service delivery (in particular hosting and database), in total no more than 10 % per calendar year. Cost reductions are passed on to the same extent. The adjustment is announced in text form at least eight weeks before it takes effect. If the increase exceeds 5 %, the Customer may terminate the contract as of the effective date. The adjusted fees apply from the announced date unless the Customer terminates in time.

(5) The customer has a right of set-off or retention only to the extent that its counterclaim is undisputed or has been established by a final court decision.

Section 5 Term and termination

(1) The contract has a term of one month unless a longer term is agreed at the time of conclusion. It is extended by a further month, or by the agreed term, in each case unless terminated with 30 days' notice to the end of the respective term.

(2) Termination must be in text form; an e-mail to kontakt@ryvio.me is sufficient.

(3) The right to extraordinary termination for cause remains unaffected for both parties. Cause exists for the Provider in particular where the customer materially breaches Section 7 despite a warning, or is in default of payment for at least two billing periods.

(4) Right to switch and export. The customer may notify the Provider in text form, with a period of at most two months, that it wishes to switch to another provider, migrate to its own IT infrastructure or have its exportable data and digital assets deleted (Art. 23 et seq. of Regulation (EU) 2023/2854, Data Act). The Provider supports the switch during a transition period of 30 calendar days after the period expires; the contract and fees continue during that time. Exportable data are: company profile and brand voice, post texts and platform variants, scheduling and approval status, uploaded media, comments and notes, reporting data, and webhook and API configurations (without secrets), each as JSON, CSV or in the stored file form. Excluded are data and assets protected by rights of the Provider or third parties, in particular the source code and the scoring rules. A self-service export is available in the account under “Profile → Export my data”. Until 11 January 2027 the Provider may only charge the direct switching costs; from 12 January 2027 no switching charges apply.

(5) After the end of the contract or the transition period, the exportable data remain retrievable for at least 30 calendar days. The Provider then deletes them, including backups, within 90 days and confirms the deletion on request. Statutory retention obligations remain unaffected.

Section 6 Availability and maintenance

(1) The Provider makes the core functions (sign-in, planning, approval, triggering of publication) available with an availability of 98.0 % per calendar month, measured by the Provider's monitoring at the handover point (internet connection of the hosting provider).

(2) The following do not count as downtime: (a) announced maintenance of up to 8 hours per month (announced at least 48 hours in advance, where possible outside normal business hours), (b) force majeure, (c) disruptions within the customer's sphere of responsibility and (d) unavailability or changes of platform operators' interfaces (§ 7a). Outages of the Provider's hosting and database providers do count as downtime.

(3) If availability falls below the value in paragraph 1, the Provider grants, on the customer's request within 30 days after the end of the month, a credit of 5 % of the monthly fee. The credit is offset against further claims for reduction or damages; § 10 remains unaffected. There is no entitlement to uninterrupted availability.

Section 7 Customer obligations

(1) The customer keeps its access credentials confidential, protects them against third-party access and informs the Provider without undue delay if it suspects misuse.

(2) The customer ensures that it holds all rights to the content it uploads or enters. This includes in particular copyright, trade mark and personality rights as well as the rights of persons depicted (Sections 22, 23 KunstUrhG).

(3) The customer ensures that the processing of third-party personal data it introduces into the application rests on a valid legal basis. Insofar as the Provider acts as a processor in this respect, the parties conclude an agreement pursuant to Article 28 GDPR.

(4) The customer refrains from introducing unlawful, insulting, discriminatory or youth-endangering content or content that violates the rules of the respective platform operators, and from any measures that impair the functioning of the application (such as automated mass requests, circumvention of usage limits, reverse engineering).

(5) Before publishing, the customer reviews the suggestions generated by the application on its own responsibility for factual accuracy and legal admissibility. It labels AI-generated content where this is required by law or by the rules of the respective platform.

(6) The customer indemnifies the Provider against third-party claims based on a culpable breach of the obligations under this section, including reasonable costs of legal defence.

Section 7a Third-party platforms

(1) Publishing posts requires that the customer holds an account with the respective platform operator (such as Meta, LinkedIn, Pinterest, TikTok, Google) and grants the Provider access to that account via the platform's authorisation procedure. The terms of use and policies of the respective platform operator apply in addition; the customer is responsible for complying with them.

(2) The customer warrants that it is authorised to dispose of the connected accounts and may publish in their name. Publications are made in the name and on the responsibility of the customer.

(3) The customer acknowledges that platform operators may change interfaces, terms, review procedures and reach logic at any time and may restrict or block accounts, content or access at their discretion. The Provider does not warrant that a post will be accepted, published or distributed by the platform, that interfaces will remain permanently available or that an account will not be blocked. The Provider owes the proper transmission of posts approved by the customer at the planned time according to the documented state of the respective interface, as well as notification of detected failures and expiring access. Functions that the platform does not permit through its interface (for example interactive stickers in Instagram Stories) are not transferred automatically; the Provider keeps such posts ready for the customer to finish manually.

(4) Where platform operators release individual functions only after a review, the scope of functions for the platform concerned may be temporarily restricted (for example publishing as a private post only). The Provider points out such restrictions in the description of services.

(5) The Provider is not liable for blocks, restrictions, rejections or loss of reach based on decisions of the platform operator, unless they result from a breach of duty by the Provider, in particular transmission of content deviating from the approval, a breach of platform terms caused by the Provider when using the interface, or exceeding usage limits by the Provider. In these cases § 10 applies.

(6) The customer is responsible for complying with the platforms' policies for its account and content, including labelling of commercial content (for example paid-partnership functions, TikTok content disclosure settings) and the labelling of AI-generated content required by the platforms.

(7) The customer may disconnect any platform connection in the application at any time; details on revocation at the platform operator follow from the privacy policy and the “Data Deletion” page.

§ 7b Customer content, licence, indemnification and notice procedure

(1) Customer content is all content that the customer or persons invited by it (team members, approvers, users of upload links) enter into RYVIO. The customer is solely responsible for this content, in particular for the necessary rights (copyright, trademark, personality, music and image rights, consents of people shown), advertising labelling (§ 5a UWG, § 6 DDG, platform rules) and protection of minors.

(2) The customer grants the Provider the simple, non-exclusive, worldwide right, limited to the contract term and the switching periods under § 5, to store, reproduce, technically reformat and edit customer content (e.g. resizing, compression, conversion to platform-suitable formats, overlay), make it publicly accessible and transmit it to the platforms chosen by the customer, insofar as necessary to perform the contract. The Provider may grant this right to the same extent to sub-processors (hosting, storage, database, email and notification services). There is no use for its own purposes, for advertising or for AI training (§ 8(4)).

(3) The customer indemnifies the Provider against third-party claims based on customer content or a breach of these Terms attributable to the customer, including reasonable legal defence costs. Conditions: prompt notice, no admission without coordination and reasonable cooperation. Insofar as the Provider is responsible for the infringement, the indemnity lapses.

(4) Reports of unlawful content can be sent to kontakt@ryvio.me (URL or location, reasons for unlawfulness, name and email of the reporting person, declaration that the information is correct). The Provider reviews promptly and may block or remove content on reasonable suspicion. It informs the customer with reasons unless the law or investigative interests prevent this. The customer may object to the decision in text form within six months. In the case of repeated or serious violations the Provider may terminate for cause after a warning.

(5) The Provider does not use automated decision-making when reviewing notices; decisions are taken by a natural person. Receipt of a notice is confirmed to the notifier without undue delay; the decision is communicated together with the information that the notifier may turn to the Provider or the competent courts (Art. 14, 16 Digital Services Act).

Section 8 Rights of use

(1) The Provider grants the customer a non-exclusive, non-transferable and non-sublicensable right, for the term of the contract, to use the application to the contractually agreed extent for its own business purposes. Use for third parties is permitted insofar as the customer acts as an agency or service provider for its own clients and the service tier booked provides for this.

(2) All rights in the application, its structure, its source code and the underlying procedures remain with the Provider.

(3) The Provider acquires no rights in the content brought in by the customer (images, videos, texts, profile data) beyond the usage right described in § 7b(2), which is limited to performing the contract.

(4) The Provider does not use customer content to train its own or third-party AI models and does not use it for advertising purposes. Use as a reference only takes place with the customer's express consent in text form.

(5) In relation to the Provider, the customer holds unrestricted rights of use, unlimited in time and territory, in the results generated with the application — in particular text suggestions, captions, ideas and analyses. The customer may use and modify these results freely, including commercially. The Provider points out that under current law purely machine-generated content does not enjoy copyright protection and therefore cannot establish any exclusive right against third parties.

§ 8a AI-assisted and automated functions

(1) RYVIO contains functions that suggest texts, ideas, hashtags or ratings (“AI functions”). These functions are currently based on rule-based automated procedures of the Provider without transmitting customer content to external providers of generative AI. If the Provider uses an external AI service in future, it informs the customer in advance in text form of the provider, seat and place of processing, adds it to the list of sub-processors (annex to the data processing agreement) and adapts the privacy policy; the service is activated only afterwards. In that case the Provider must contractually ensure that customer content is not used to train models.

(2) Outputs are non-binding suggestions. They may be wrong, incomplete, outdated, biased or misleading and may affect third-party rights. The Provider does not warrant correctness, novelty, protectability or freedom from third-party rights. The customer reviews every output before approval and publication; publication takes place only after approval by the customer.

(3) The customer does not enter special categories of personal data (Art. 9 GDPR). Use for purposes that are prohibited under Art. 5 of the AI Act (Regulation (EU) 2024/1689) or classified as high-risk (Annex III) is excluded.

(4) The customer is responsible for labelling AI-generated or manipulated content where the law (in particular Art. 50(4) AI Act) or the platform requires it. Technical markings or metadata of the Provider must not be removed.

Section 9 Warranty

(1) Tenancy law (Sections 535 et seq. BGB) applies to the provision of software for a limited time. Strict liability for defects existing at the outset pursuant to Section 536a (1) alt. 1 BGB is excluded.

(2) The customer reports defects without undue delay in text form and describes them precisely enough to allow them to be reproduced.

(3) The Provider remedies defects within a reasonable period. Insignificant impairments of usability are disregarded.

Section 10 Liability

(1) The Provider is liable without limitation for intent and gross negligence, for fraudulently concealed defects, for injury to life, body or health, under the Product Liability Act, to the extent of an assumed guarantee, and in cases of mandatory statutory liability (e.g. Art. 82 GDPR towards data subjects).

(2) In case of simple negligence the Provider is liable only for breach of an essential contractual obligation (cardinal obligation), i.e. an obligation whose fulfilment is a prerequisite for proper performance of the contract and on whose observance the customer regularly relies. Liability in this case is limited to the foreseeable damage typical for the contract, per damage event at most twice the annual net fee owed for the respective contract year, but at least EUR 10,000.

(3) Otherwise liability for simple negligence is excluded, unless paragraph 1 applies. This applies in particular to lost profit, missing reach and indirect damage from the use of automatically generated suggestions.

(4) For loss of data the Provider is liable, within paragraphs 1 to 3, only for the effort that would have been needed for restoration with regular backups by the customer appropriate to the importance of the data (at least a weekly export).

(5) Claims for damages become time-barred one year after knowledge, at the latest three years after they arise; this does not apply in the cases of paragraph 1.

(6) The above limitations also apply in favour of the Provider's legal representatives, employees and vicarious agents.

Section 11 Confidentiality and data protection

(1) The parties treat all non-public information of the other party obtained in the course of the cooperation as confidential and use it exclusively for the purposes of this contract. This obligation continues for three years after the contract ends.

(2) The Provider processes personal data in accordance with the privacy policy. Insofar as the Provider processes personal data on behalf of the customer, the data processing agreement (page “Data processing”, with the list of sub-processors) is deemed agreed from the conclusion of the contract; the customer confirms it at registration or in the application and the Provider stores the time and version. The Provider announces changes of sub-processors at least 30 days in advance in text form. The customer may object for good cause; if no agreement is reached, either party may terminate the contract when the change takes effect.

(3) If the customer acts as an agency or service provider for third parties, it is a processor of its clients and the Provider is its sub-processor. The customer warrants that it is entitled to do so and has concluded an agreement under Art. 28 GDPR with its clients permitting the use of the Provider and the sub-processors.

§ 11a API and webhooks

(1) API keys must be kept confidential; the customer is responsible for all access made with its keys.

(2) The Provider may set usage limits (rate limits) and temporarily block keys in case of misuse or security risk.

(3) Webhooks transmit data to endpoints determined by the customer under its sole responsibility, in particular for the legal basis and the security of the recipient. Delivery is made on a best-efforts basis with retries; no particular delivery rate is promised.

(4) The Provider announces incompatible API changes at least three months in advance.

Section 12 Changes to these GTC

(1) Changes concerning the main services, fees or the relationship between service and consideration require the customer's express consent in text form or confirmation in the application. Price adjustments are governed by § 4(4).

(2) The Provider may make other changes (purely editorial adjustments and mandatory adjustments to changed laws or case law that do not place the customer at a disadvantage) with six weeks' notice in text form. The customer has a special right of termination effective when the change takes effect.

(3) If the customer does not consent to a change under paragraph 1, the contract continues on the previous terms. Both parties' right of ordinary termination remains unaffected.

Section 13 Final provisions

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is Bremen, provided the customer is a merchant, a legal entity under public law or a special fund under public law. The Provider is additionally entitled to bring proceedings at the customer's general place of jurisdiction.

(3) The customer may transfer rights and obligations under this contract to third parties only with the Provider's prior consent in text form.

(4) Should individual provisions of these GTC be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected. The statutory provision takes the place of the invalid provision.

(5) Amendments and additions to this contract require text form. The priority of individual agreements (§ 305b BGB) remains unaffected.

Version of these GTC: 2026-10-19.