Terms of Service

This Agreement is a legal agreement made and entered into by and between

Data2Value GmbH ("we", "us"), a limited liability company registered under HRB 267997 with the commercial register of Munich, Germany, VAT ID DE346656979, having offices at Arondo Five Rings, Dingolfinger Str. 15, 81673 Munich, Germany, represented by its managing director Dr. Jan Schroeder, contactable via [email protected],

and the entity or person agreeing to these terms ("Customer", "you").

This Agreement is effective as of the date Customer starts using the Services (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement. If you do not have the legal authority to bind Customer, please do not use our Services.

These terms govern your use of the ModelSheep API and website (the "Service").

2. Who can use the Service

2.1 The Service is for businesses only. You may use it only as an entrepreneur within the meaning of § 14 BGB, or as a legal entity under public law. Consumers may not use the Service. By using our Service, you confirm that you act in your business capacity and that the person accepting these terms may bind your company.

3. What the Service does

3.1 We provide access to AI models over APIs and other interfaces. You send inputs, the model returns outputs, and we charge per token.

3.2 We may add, change, or remove models and functionality over time. If we retire a model, we give notice on our website within a reasonable time period, unless a licence or legal issue forces us to act faster.

4. Your account

4.1 You create an account and receive API keys. Keep the keys secret.

4.2 You are responsible for all usage and all charges under your keys until you revoke them.

5. Zero data retention

5.1 Inputs. You keep all rights in the data you send us. You confirm that you may send it and that doing so breaks no law and no third-party right.

5.2 Outputs. As between you and us, the outputs are yours. Use them for any purpose, including commercially. We claim no rights in them.

5.3 No training. We do not train models on your inputs or outputs, and we do not share them with third parties.

5.4 Retention. We process your inputs and outputs only to answer your request. We do not store request or response bodies after the request completes. We keep metadata such as timestamps, model name, token counts, and status codes for billing, security, and abuse prevention for up to 12 months.

5.5 Personal data. Where you send us personal data, we act as your processor. Our data processing agreement is available at modelsheep.com/dpa and forms part of these terms.

6. Model licences

6.1 The models we serve are third-party open source models, each under its own licence. We list the licence for every model in our documentation.

6.2 Your use of a model and its outputs must comply with that licence. Where a model licence conflicts with these terms, the model licence wins for that model.

7. What you may not do

7.1 You may not use the Service to:

• break the law, or infringe anyone's intellectual property, privacy, or personality rights;
• generate child sexual abuse material, or content that sexualises minors;
• create malware, run attacks on systems, or send spam;
• generate content that harasses, defames, or deceives people about who or what produced it;
• build weapons, or plan violence;
• control safety-critical systems such as medical devices, vehicles, aircraft, or nuclear facilities;
• resell raw API access, reverse engineer the Service, extract model weights, or circumvent rate limits;
• create or use several accounts to exceed quotas, avoid fees, or extend free usage;
• disguise the origin of your traffic in order to evade these rules or our security controls.

7.2 You are responsible for what your own end users do through your application.

7.3 You must also comply with export control law and sanctions, including EU and German rules. You may not use the Service if you are subject to EU sanctions, and you may not resell access to sanctioned parties.

8. Your compliance obligations

8.1 You are responsible for meeting the rules that apply to your use case, including the EU AI Act, sector rules, and any duty to tell your users that they are dealing with AI.

8.2 Model outputs can be wrong. Check them before you rely on them, and never use them as the sole basis for legal, medical, or financial decisions.

9. Prices and payment

9.1 Prices are on modelsheep.com/pricing. We bill per token used, at the rate in force when the request is made.

9.2 You buy credits in advance. Credits are drawn down as you use the Service and are valid for 12 months from purchase. Credits are not redeemable for cash. Credits are non-refundable.

9.3 All prices are net. VAT is added where we must charge it. For business customers in other EU member states with a valid VAT ID, the reverse charge procedure applies.

9.4 We may change prices. The change does not affect credits already bought. If you do not accept the new prices, stop using the Service.

10. Rate limits and availability

10.1 We apply rate limits per account and publish them in our documentation. We may change them to keep the Service stable.

10.2 We aim for high availability but we do not promise an uptime figure and we give no service level agreement under these terms. If you need a guaranteed service level, contact us for a separate agreement.

11. Warranty

11.1 We provide the Service with the care of a professional provider.

11.2 We do not warrant that the Service is uninterrupted or error-free, that any model stays available, or that outputs are accurate, complete, current, or fit for your purpose.

12. Liability

12.1 We are liable without limit for intent, for damage arising from injury to life, body, or health, for defects we concealed fraudulently, where we have expressly assumed a guarantee, and under the German Product Liability Act.

12.2 For gross negligence of our directors and executive staff we are liable without limit. For gross negligence of our other staff and our subcontractors, our liability is limited to the foreseeable damage typical for this contract and to the caps below.

12.3 For slight negligence we are liable only if we breach a material obligation, meaning an obligation you must be able to rely on for this contract to work at all. Liability is then limited to the foreseeable damage typical for this contract and to the caps below.

12.4 Where liability is limited, it is capped at the fees you paid us in the three months before the event that caused the damage, and across all events at the fees you paid us in the twelve months before the first of them.

12.5 All further liability is excluded. We are not liable for:

• lost profit, lost savings, or indirect damage;
• loss of data beyond the cost of restoring it from the backups you keep anyway;
• damage caused by model outputs, by the models themselves, or by their licences;
• interruptions caused by events outside our control, including power, network, and hardware failure, strikes, attacks, and official measures;
• free, trial, and beta access, except for intent and gross negligence.

12.6 You must keep your own backups, handle API errors with retries, and check outputs before you act on them. Where you do not, your claim is reduced accordingly.

12.7 You hold us harmless from third-party claims that arise from your use of the Service, including claims about your inputs, your outputs, and your application.

12.8 Claims against us expire 6 months after you learn of the damage and of who caused it. This does not apply to the claims in 12.1.

12.9 This section also applies in favour of our staff, directors, and subcontractors.

13. Term, suspension, and termination

13.1 The contract runs for an indefinite term. There is no minimum term.

13.2 You may close your account at any time.

13.3 We may terminate at any time, without notice and without giving reasons.

13.4 We may suspend your access or terminate for cause, with immediate effect and without notice. Cause means in particular that:

• you breach section 7;
• your account owes us money;
• your traffic threatens the stability or security of the Service;
• a law, a court, or an authority requires us to stop serving you.

13.5 We tell you the reason for a suspension and lift it once the cause is removed.

13.6 On termination your API keys stop working. Unused credits expire. Section 9, section 12, section 15, and section 17 survive.

14. Changes to these terms

14.1 We may change these terms. We publish the current version on modelsheep.com. If you object to a change, stop using the Service.

15. Confidentiality

15.1 Confidential information is information one of us marks as confidential, or that is clearly confidential from the circumstances. It does not cover information that is public, that the receiving party already had, or that the receiving party developed on its own.

15.2 Each of us uses the other's confidential information only for this contract, protects it with reasonable care, and passes it on only to staff, affiliates, and advisers who need it and are bound to keep it confidential.

15.3 Where a law, a court, or an authority requires disclosure, the receiving party may disclose and, where it is allowed to, tells the other party first.

15.4 These obligations apply during the contract and for three years after it ends.

16. Reference

16.1 You allow us to name you as a customer and to use your name and logo for that purpose on our website and in our marketing material.

17. Final provisions

17.1 German law applies. The UN Convention on Contracts for the International Sale of Goods does not apply.

17.2 The exclusive place of jurisdiction for all disputes arising from this contract is Munich, Germany.

17.3 You may not transfer this contract without our written consent. We may transfer it to a company that takes over the business that operates the Service.

17.4 If a provision of these terms is invalid, the rest stays in force.

17.5 Questions: [email protected]