Terms of Use – Metrix.AI
Last updated: June 10, 2025
1. Scope and Parties
1.1These Terms of Use ("Terms") govern all use of the Metrix.AI platform and related services ("Service") provided by CMRCE GmbH. These Terms apply exclusively to business customers (B2B) – in particular, legal entities under public law or traders as defined in Section 14 of the German Civil Code (BGB). Consumers (Section 13 BGB) are excluded from using the Service. Consumer rights (e.g., right of withdrawal) do not apply.
1.2The provider of the Service is:
CMRCE GmbH
Pappelallee 78/79
10437 Berlin, Germany
Email: support@metrixai.de
("Metrix.AI", "we", or "us")
1.3We do not accept the Customer's general terms and conditions unless expressly agreed in writing (Section 126b BGB).
2. Services Provided by Metrix.AI
2.1Core Service: Metrix.AI provides a software platform to analyze brand visibility and domain relevance in AI assistants such as ChatGPT, Perplexity, and Gemini. The specific features are described on our website and product pages.
2.2Modifications: We may adapt or modify the Service for technical, legal, or operational reasons, provided the core functionality is not materially impaired. Significant changes will be communicated in advance.
2.3Third-party Services: Metrix.AI may rely on external tools such as LLM APIs or hosting platforms. Their availability is beyond our control. If a key dependency is removed, we will seek reasonable alternatives.
2.4Availability: We aim for high availability but do not guarantee uninterrupted or error-free service. We will use commercially reasonable efforts to resolve major disruptions quickly.
2.5No Guarantee of Results: We do not guarantee specific results or commercial outcomes from the use of our platform.
3. Customer Obligations
3.1Use of Metrix.AI: You agree to use Metrix.AI for lawful business purposes only. You must protect access credentials and ensure no unauthorized use occurs. You are responsible for all content and data you input into the system, including ensuring it does not infringe any third-party rights or legal requirements.
3.2Prohibited Use: You may not reverse engineer or abuse the Service. In case of misuse or breach of contract, we may suspend or terminate access under Section 7.3.
4. Intellectual Property and Data
4.1Service IP: All intellectual property in the platform (software, models, content, documentation) belongs to CMRCE GmbH. Customers receive a limited, non-exclusive, non-transferable license to use the Service for their internal business purposes during the contract term.
4.2Customer Data: You retain ownership of all data you upload ("Customer Data"). We process Customer Data only as needed to deliver the Service and comply with legal obligations. Upon termination, you may request deletion or return of your data, unless retention is required by law.
5. Fees and Payment
5.1Fees: Fees are agreed upon via contract or order form. All prices are net of VAT.
5.2Payment Terms: Invoicing is per contract (e.g., monthly), via third-party billing provider (e.g., Stripe). Payments are due within 7 days unless otherwise stated. We reserve the right to charge interest for late payment and may suspend access until outstanding payments are settled.
5.3No Offsetting: Offsetting is only permitted with undisputed or legally established claims. The same applies to rights of retention unless arising from the same contractual relationship.
6. Limitation of Liability
6.1Unlimited Liability: We are liable for intent, gross negligence, and personal injury without limitation.
6.2Slight Negligence: In the case of slight negligence, we are liable only for breaches of essential contractual obligations (Kardinalpflichten).
6.3Other Slight Negligence Excluded: Liability is excluded for slight negligence where non-essential obligations are concerned.
6.4Extended Limitations: These limitations also apply to legal representatives, agents, and employees.
6.5Indemnity: You agree to indemnify us against third-party claims that arise due to your unlawful use of the Service or breach of these Terms.
7. Term and Termination
7.1Start of Contract: The contract begins upon registration or written agreement.
7.2Ordinary Termination:
- Monthly contracts can be terminated at any time to the end of the billing period.
- Open-ended contracts require 30 days' notice to month-end unless otherwise agreed.
7.4Termination for Cause: Both parties may terminate with immediate effect for cause, e.g., repeated breach or insolvency. In such cases, we may suspend access without delay.
7.5Effect of Termination: After termination, your access ends. We may delete Customer Data after a brief retention period unless legal obligations apply. Refunds for unused terms are only provided if we are at fault.
8. Governing Law and Jurisdiction
8.1Law: German law applies, excluding the CISG.
8.2Jurisdiction: The exclusive place of jurisdiction is Berlin, Germany, if the Customer is a merchant, legal entity under public law, or special fund under public law. This does not affect the right to seek injunctive relief elsewhere.
9. Reference Use
9.1Metrix.AI may publicly refer to you as a customer (e.g., name, logo) in presentations and marketing materials, unless you object in writing for legitimate reasons. Confidential information will not be disclosed.
10. Final Provisions
10.1Changes to Terms: We may update these Terms with 6 weeks' notice. If you do not object in text form, the changes are considered accepted. You may terminate before the changes take effect if you object.
10.2Entire Agreement: These Terms and any referenced contracts form the entire agreement. Changes require text form.
10.3Severability: Severability: If any provision is invalid, the remaining terms remain in effect. The invalid part shall be replaced by the valid clause most closely matching the intent.
10.4Contract Language: The English version of these Terms governs. Translations are for convenience only.
10.5Provider Contact: