General Terms and Conditions

for the provision of work services by Zenon Technologies AG, ViralScope.io, Hinterbergstrasse 16, Office 17, 6330 Cham, email: support@viralscope.io (hereinafter the “Contractor”) to its customers (hereinafter the “Client”)

1. General

1.1 These General Terms and Conditions (GTC) for the provision of work services apply to contracts concluded between the Client and the Contractor with inclusion of these GTC.

1.2 If, in addition to these GTC, further contractual documents or other terms and conditions in text or written form have become part of the contract, the provisions of such further contractual documents shall take precedence over these GTC in the event of any conflict.

1.3 Deviating terms and conditions used by the Client are not recognized by the Contractor—unless expressly agreed otherwise.

2. Subject Matter of the Contract and Scope of Services

2.1 The Contractor undertakes to produce the following work:

Access to our Software Solution

2.2 The specific scope of services is the subject of individual agreements between the Contractor and the Client.

2.3 The completion date and the modalities for providing the work shall be regulated by individual agreement. The Contractor shall render the commissioned service by the agreed date in a condition ready for acceptance and free of defects. If timely completion of the work is not possible, the Contractor shall inform the Client without undue delay of the reasons for the delay.

2.4 The Contractor is obliged to provide the services owed under the contract. In performing its activities, however, it is not subject to instructions regarding the manner of performance, the place of performance, or the time of performance. Nevertheless, it will organize working days and time allocation on those days in such a way as to achieve optimal efficiency in its activity and in the realization of the subject matter of this contract. Performance by the Contractor takes place only in coordination and cooperation with the Client.

2.5 The Contractor is entitled to engage further vicarious agents to fulfill the contract. The Contractor is liable for the services of such vicarious agents as for its own services.

2.6 This is a contract for work and services; therefore, Sections 631 et seq. of the German Civil Code (BGB) apply in addition.

3. Client’s Duty to Cooperate

The Client is responsible for providing completely and correctly the information, data, and other content it must supply for performance of the services. The Contractor is in no way responsible to the Client for delays in performance caused by the Client’s late and necessary cooperation or contributions; the provisions under the heading “Liability/Indemnification” remain unaffected.

4. Remuneration

The remuneration is agreed individually and is generally due after acceptance of the work and payable within 14 days of receipt of the invoice by the Client.

5. Acceptance

After completion of the work, the Contractor will request the Client to accept it. The Client will then verify whether the work conforms to the contract and is free of material defects. The Client and the Contractor will document acceptance in an acceptance report.

6. Warranty

Statutory warranty rights for defects apply.

7. Retention of Title

The work remains the property of the Contractor until full payment of the remuneration.

8. Liability

8.1 The Contractor is liable without limitation on any legal grounds in cases of intent or gross negligence, for intentional or negligent injury to life, body, or health, on the basis of a guarantee (to the extent not regulated otherwise), or due to mandatory liability (e.g., under the Product Liability Act). If the Contractor negligently breaches a material contractual obligation, liability is limited to the typical, foreseeable damage, unless unlimited liability applies pursuant to the preceding sentence. Material contractual obligations are those obligations which the contract imposes on the Contractor according to its content for achieving the purpose of the contract, whose fulfillment makes proper performance of the contract possible in the first place and on whose compliance the customer may regularly rely. Otherwise, the Contractor’s liability is excluded. The foregoing liability provisions also apply to the Contractor’s liability for its vicarious agents and legal representatives.

8.2 The Client shall indemnify the Contractor against any third-party claims asserted against the Contractor due to the Client’s violations of these contractual terms or applicable law.

9. Data Protection and Confidentiality

9.1 The Contractor will treat as strictly confidential all matters that come to its knowledge in connection with the assignment. The Contractor undertakes to impose a duty of confidentiality on all employees and/or third parties who have access to the information covered by the contract. The duty of confidentiality applies without time limit, beyond the duration of this contract.

9.2 In carrying out the assignment, the Contractor undertakes to comply with all data protection regulations—particularly the provisions of the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).

10. Final Provisions

10.1 The law of the Federal Republic of Germany applies, excluding the CISG.

10.2 Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall not be affected.

10.3 The Client will support the Contractor in providing its contractual services through reasonable acts of cooperation, where necessary. In particular, the Client will provide the Contractor with the information and data required for performance of the assignment.

10.4 If the Client is a merchant, a legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany, the parties agree that the courts at the Contractor’s registered office shall have jurisdiction for all disputes arising from this contractual relationship; exclusive places of jurisdiction remain unaffected.

10.5 The Contractor is entitled to amend these GTC for objectively justified reasons (e.g., changes in case law, legislation, market conditions, or business or corporate strategy) subject to reasonable notice. Existing customers will be notified thereof by email no later than two weeks before the change takes effect. If the existing customer does not object within the period set in the notice of change, their consent to the amendment shall be deemed given. If the customer objects, the amendments will not take effect; in this case, the Contractor is entitled to terminate the contract extraordinarily as of the intended effective date of the amendment. The notice of the intended amendment to these GTC will point out the period and the consequences of an objection or failure to object.

11. Information on Online Dispute Resolution / Consumer Arbitration

The EU Commission provides a platform for online dispute resolution at the following link: https://ec.europa.eu/consumers/odr

This platform serves as a point of contact for the out-of-court settlement of contractual disputes involving a consumer. The provider is neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board under the VSBG.

Our email address can be found in the heading of these GTC.

12. Agreement to Terms

By accessing or using ViralScope ("Service") operated by Zenon Technologies AG ("we", "us", "our"), you agree to be bound by these Terms of Service ("Terms"). If you disagree with any part of these terms, you may not access the Service.

13. Description of Service

ViralScope is an Instagram analytics platform that:

• Analyzes Instagram content performance
• Identifies patterns in viral content using AI
• Provides actionable insights and recommendations
• Tracks performance metrics over time

14. Account Terms

• You must provide accurate and complete information
• You must be at least 18 years old
• You are responsible for maintaining account security
• You are responsible for all activities under your account
• You may not use the Service for any illegal purposes
• One Instagram account per ViralScope account

15. Subscription and Payment

 

• Monthly billing at $49 per month
• One Instagram account per subscription
• Analyzes all your Instagram Reels and content
• Payments processed securely through Stripe
• Prices subject to change with 30 days notice

Billing:

• Subscription fees are non-refundable except as required by law
• You authorize us to charge your payment method on a recurring basis
• You must provide current, complete, and accurate billing information

16. Cancellation and Termination

• You may cancel your subscription at any time
• Cancellation takes effect at the end of the current billing period
• We may terminate or suspend your account for Terms violations
• Upon termination, your right to use the Service ceases immediately

17. Instagram Data and Third-Party Services

• You grant us permission to access your Instagram data via official APIs
• We comply with Instagram's Platform Policy and Terms
• You must comply with Instagram's Terms of Service
• We are not affiliated with, endorsed by, or sponsored by Instagram/Meta
• Third-party service availability may affect our Service

18. Intellectual Property

Our Property:

• The Service and its original content remain our exclusive property
• The Service is protected by copyright, trademark, and other laws
• Our trademarks may not be used without written permission

Your Content:

• You retain rights to your Instagram content
• You grant us license to analyze and process your content for the Service
• We may use aggregated, anonymized data to improve the Service

19. Email Communications

By signing up for ViralScope, you agree to:

• Receive transactional emails about your account and subscription
• Receive product updates and feature announcements
• Receive occasional marketing communications about ViralScope
• You may unsubscribe from marketing emails at any time
• Transactional emails cannot be opted out of while you have an active account

20. Privacy and Data Protection

Your use of our Service is governed by our Privacy Policy. By using the Service, you consent to our collection and use of data as described in the Privacy Policy.

21. Disclaimers and Limitations

No Guarantee of Results:

• We do not guarantee increased engagement or viral success
• Insights are based on pattern analysis and past performance
• Instagram algorithm changes may affect results

Service Availability:

• The Service is provided "as is" and "as available"
• We do not warrant uninterrupted or error-free operation
• We may modify or discontinue features without notice

22. Limitation of Liability

To the maximum extent permitted by law:

• We shall not be liable for any indirect, incidental, special, or consequential damages
• Our total liability shall not exceed the amount paid by you in the past 12 months
• Some jurisdictions do not allow limitation of liability, so this may not apply to you

23. Indemnification

You agree to indemnify and hold harmless Zenon Technologies AG from any claims arising from:

• Your use of the Service
• Your violation of these Terms
• Your violation of any third-party rights

24. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify users of material changes via email or Service notification. Continued use after changes constitutes acceptance.

25. Governing Law

These Terms are governed by Swiss law, excluding conflict of law provisions. Any disputes shall be resolved in the courts of Zug, Switzerland.

26. Severability

If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions shall continue in full force and effect.

27. Entire Agreement

These Terms constitute the entire agreement between you and Zenon Technologies AG regarding the Service and supersede any prior agreements.