Terms of Service

Terms of Service

These Terms of Service (the “Terms”) form a legally binding agreement between Lio Technologies GmbH (“Lio,” “we,” “us,” or “our”) and you (“you” or “User”).

By accessing or using Lio’s website, software platform, applications, APIs, or any other services that link to these Terms (collectively, the “Service”), you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.

1. Acceptance of the Terms

You agree to these Terms by accessing or using the Service.

If you use the Service on behalf of a company or other organization, you represent and warrant that you have the authority to bind that organization. In this case, references to “you” include that organization.

2. Eligibility and Account Registration

You must be at least 18 years old, or the age of majority applicable in your jurisdiction, and have the legal capacity to enter into these Terms.

Certain parts of the Service may require an account. You agree to provide accurate, complete, and up-to-date information and to keep your login credentials secure.

You are responsible for all activity conducted through your account.

3. Description of the Service

Lio provides an AI-powered software platform designed to help organizations automate and execute procurement-related workflows through AI agents and multi-agent systems.

Depending on your agreement with Lio, the Service may include:

• AI agents and automated workflows;

• Procurement research and analysis;

• Data processing and enrichment;

• Collaboration features;

• Integrations and APIs;

• AI-assisted functionality;

• Reporting and analytics;

• Documentation and related tools.

Lio may develop, add, modify, or discontinue features of the Service from time to time.

4. Access Rights and Permitted Use

Subject to your compliance with these Terms and payment of applicable fees, Lio grants you a limited, non-exclusive, non-transferable, and revocable right to access and use the Service for your internal business purposes.

Your use of the Service may be subject to limits relating to users, usage, data volume, requests, agents, integrations, or other functionality as specified in your subscription, order form, or other agreement with Lio.

You may access the Service only through supported and authorized means.

You may not assign or transfer your rights under these Terms without Lio’s prior written consent.

5. Acceptable Use

You agree not to:

• Use the Service for any unlawful purpose or in violation of third-party rights;

• Upload, submit, or process data unless you have the necessary rights and permissions;

• Attempt to reverse engineer, decompile, disassemble, or extract source code, models, system prompts, or other underlying components of the Service;

• Circumvent technical limitations, usage restrictions, or security measures;

• Interfere with the integrity, security, availability, or performance of the Service;

• Introduce malware, malicious code, or other harmful technologies;

• Use the Service to harass, threaten, harm, or unlawfully discriminate against others;

• Submit or distribute unlawful, infringing, fraudulent, or defamatory content.

Lio may suspend or terminate access to the Service if it reasonably determines that your use violates these Terms or creates a security, legal, or operational risk.

6. Subscription Plans, Fees, and Payment

Applicable fees, payment terms, usage entitlements, and billing arrangements are described in your subscription, order form, proposal, or other commercial agreement with Lio.

Unless otherwise agreed in writing, fees are payable in accordance with the applicable invoice or subscription terms.

Lio may modify its pricing for future subscription periods upon reasonable notice.

Unless otherwise required by applicable law or agreed in writing, fees already paid are non-refundable.

You are responsible for applicable taxes, duties, or similar governmental charges, excluding taxes based on Lio’s net income.

Failure to pay amounts when due may result in suspension or termination of access to the Service.

7. User Content and Data Rights

You retain ownership of the data, documents, information, and other content that you or your authorized users submit to the Service (“User Content”).

You grant Lio a worldwide, non-exclusive, royalty-free right to host, process, transmit, reproduce, and otherwise use User Content solely to the extent necessary to provide, maintain, secure, and support the Service.

Lio does not acquire ownership of your User Content.

Unless otherwise agreed with you, Lio will not use User Content to train generalized or publicly shared artificial intelligence models.

User Content may be accessible to your authorized users and to Lio personnel or service providers where access is reasonably necessary to operate, maintain, secure, or support the Service and subject to applicable confidentiality obligations.

Lio may generate aggregated or anonymized information relating to the operation and use of the Service, provided that such information does not identify you, individual users, or your organization and cannot reasonably be used to reconstruct your User Content.

Lio may use such aggregated or anonymized information to operate, maintain, analyze, secure, and improve the Service.

Lio implements reasonable technical and organizational measures designed to protect the confidentiality, integrity, and availability of User Content.

You remain responsible for maintaining appropriate security measures for your accounts, credentials, systems, and authorized users.

Following termination of the Service, User Content may be retained or deleted in accordance with Lio’s applicable retention policies, contractual obligations, and legal requirements.

8. Privacy

Lio’s Privacy Policy describes how personal data is collected, processed, stored, and protected when you use the Service.

The Privacy Policy forms part of the information governing your use of the Service.

9. Support and Availability

Lio may provide customer support through the channels and under the conditions agreed with you.

Unless otherwise agreed in writing, including through a separate service level agreement, Lio does not guarantee uninterrupted availability, uptime, or error-free operation of the Service.

Maintenance, updates, technical issues, third-party services, or circumstances outside Lio’s reasonable control may temporarily affect availability.

10. Intellectual Property

The Service, including its software, technology, AI systems, interfaces, designs, documentation, workflows, trademarks, and other materials, excluding User Content, is owned by Lio or its licensors and is protected by applicable intellectual property laws.

No intellectual property rights are transferred to you except for the limited rights expressly granted under these Terms or another written agreement with Lio.

11. Third-Party Services

The Service may integrate with, depend on, or provide access to third-party products, platforms, data sources, APIs, software, or services.

Your use of third-party services may be governed by separate terms between you and the relevant third-party provider.

Lio is not responsible for third-party services, including their availability, security, functionality, content, or data processing practices, except where responsibility cannot legally be excluded.

12. Disclaimer of Warranties

To the maximum extent permitted by applicable law, the Service is provided “as is” and “as available.”

Lio does not warrant that the Service will be uninterrupted, error-free, completely secure, or suitable for every particular business purpose.

Any statutory rights or warranties that cannot lawfully be excluded or limited remain unaffected.

13. AI-Assisted and Automated Outputs

The Service may generate automated, algorithmic, or AI-assisted results, recommendations, analyses, classifications, summaries, actions, or other outputs (“Outputs”) based on User Content, third-party information, system data, or configuration choices.

Outputs may contain errors, omissions, inaccuracies, or incomplete information.

Unless expressly agreed otherwise, Outputs are intended to support business processes and decision-making and should not be treated as legal, financial, tax, medical, or other regulated professional advice.

You are responsible for determining whether Outputs are appropriate for your intended use and for reviewing and validating Outputs where appropriate before relying on them or taking material actions based on them.

Lio does not warrant that Outputs will be accurate, complete, or suitable for a particular purpose.

14. Limitation of Liability

Lio is liable without limitation for damages resulting from intentional misconduct or gross negligence and where liability cannot otherwise be excluded under applicable law.

For damages resulting from slight negligence, Lio is liable only where an essential contractual obligation has been breached. In such cases, liability is limited to the foreseeable damage typical for this type of contract.

Any mandatory statutory liability, including liability for injury to life, body, or health and liability under applicable product liability laws, remains unaffected.

To the extent permitted by law, Lio is not liable for indirect or consequential losses, loss of profits, loss of revenue, loss of business opportunities, or loss of data where such damages were not reasonably foreseeable.

Where legally permissible and unless otherwise agreed in writing, Lio’s aggregate contractual liability is limited to the fees paid or payable by you to Lio during the twelve months preceding the event giving rise to the claim.

15. Indemnification

To the extent permitted by applicable law, you agree to indemnify Lio against third-party claims, losses, liabilities, damages, and reasonable costs arising from:

• Your unlawful use of the Service;

• Your violation of these Terms;

• User Content submitted without the necessary rights or permissions;

• Your infringement of third-party rights.

This obligation applies only to the extent that you are responsible for the circumstances giving rise to the relevant claim.

16. Term and Termination

These Terms apply for as long as you access or use the Service.

Subscription periods, ordinary termination rights, and notice periods may be specified separately in your subscription, order form, or other commercial agreement with Lio.

Lio may suspend or terminate your access where you materially breach these Terms, fail to pay applicable fees, create a material security risk, or where suspension or termination is otherwise permitted under your agreement with Lio or applicable law.

Upon termination, your right to access the Service ends unless otherwise agreed.

Provisions that by their nature are intended to continue after termination, including provisions relating to intellectual property, confidentiality, liability, and payment obligations, will survive termination.

17. Modifications to the Service or Terms

Lio may update the Service and these Terms from time to time.

Where changes materially affect your rights or obligations, Lio will provide reasonable notice where required.

Changes will become effective from the date specified in the updated Terms or accompanying notice.

Any changes to separately negotiated agreements, order forms, or other individual contractual terms remain subject to the amendment provisions of those agreements.

18. Governing Law and Jurisdiction

These Terms are governed by the laws of the Federal Republic of Germany, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG), where applicable.

If you are a merchant, legal entity under public law, or special fund under public law, the courts having jurisdiction at Lio’s registered office in Munich, Germany shall have exclusive jurisdiction to the extent permitted by law.

Mandatory statutory rules concerning jurisdiction and consumer protection remain unaffected.

19. Miscellaneous

These Terms, together with any applicable order form, subscription agreement, proposal, data processing agreement, or other agreement expressly incorporated into them, constitute the agreement governing your use of the Service.

In the event of a conflict between these Terms and separately agreed individual contractual terms, the individually agreed terms will prevail.

If any provision of these Terms is or becomes invalid or unenforceable, the remaining provisions remain unaffected.

Failure by either party to enforce a provision does not constitute a waiver of that provision.

Lio may assign these Terms in connection with a corporate restructuring, merger, acquisition, or transfer of its business, subject to applicable law. You may not assign your rights or obligations without Lio’s prior written consent.

Neither party is responsible for failure or delay caused by circumstances outside its reasonable control, except for payment obligations.

20. Contact Information

Company

Lio Technologies GmbH
Karlstraße 64-68/Seidlstraße 21-23
80335 München
Germany

Managing Directors

Lukas Heinzmann
Vladimir Keil

Commercial Register

Register court: Munich
Register number: HRB 286659

Contact

Phone: +49 15888 633603
E-mail: info@asklio.ai