Terms of Service

§ 1 Scope, contracting parties

(1) These Terms govern the contractual relationship between Helmholtz Zentrum München Deutsches Forschungszentrum für Gesundheit und Umwelt (GmbH), Ingolstädter Landstraße 1, 85764 Neuherberg, Germany ("Provider"; further details in the imprint) and the person or entity that creates an account on RepoReady (the "Service") ("User").

(2) Only these Terms apply. Diverging conditions do not become part of the contract unless the Provider has agreed to their applicability in writing.

(3) A consumer within the meaning of these Terms is any natural person who enters into a legal transaction for purposes that can predominantly be attributed neither to their commercial nor to their independent professional activity (§ 13 BGB). An entrepreneur is a natural or legal person or a partnership with legal capacity who, when entering into a legal transaction, acts in exercise of their commercial or independent professional activity (§ 14 BGB).

(4) Paid services exclusively for entrepreneurs. Paid plans (e.g. team, lab, institute and journal plans) are offered exclusively to entrepreneurs within the meaning of § 14 BGB as well as to legal entities under public law and special funds under public law. Consumers (§ 13 BGB) may use the Service exclusively in the free tier with their own LLM API key ("BYOK") (see § 7 (1)).

§ 2 Scope of services

(1) The Provider operates a software-as-a-service platform with which users can have code repositories and scientific manuscripts automatically reviewed for reproducibility, completeness, and common best practices. Results are returned as reports, score values, and AI-generated suggestions.

(2) The Service is a technical aid; it does not replace the user's own professional or legal judgement. Reports and AI recommendations are advisory in nature.

(3) The Provider reserves the right to develop, adjust, or discontinue individual features of the Service, provided contract performance is not materially impaired.

§ 3 Conclusion of contract

(1) By creating an account the user submits an offer to enter into a usage contract. The contract is concluded upon the Provider's confirmation of the account creation (e.g. welcome email or activation).

(2) Contract languages are German and English. The German version governs interpretation.

§ 4 Account, credentials

(1) Authentication is provided via our identity provider WorkOS (see Privacy Policy).

(2) Users are obliged to keep their credentials secret and to report any unauthorized access without undue delay to [email protected].

(3) Only one account per natural person is permitted. Multiple accounts intended to circumvent trial limits are not allowed.

§ 5 User cooperation duties

(1) The user supplies the content required for the analysis (e.g. GitHub repositories, Overleaf projects, uploaded files) or grants the necessary OAuth authorizations.

(2) The user warrants that they are entitled to provide the content and that the processing does not infringe third-party rights (in particular copyright, data-protection, or confidentiality rights). Repositories containing special categories of personal data within the meaning of Art. 9 GDPR (e.g. patient data without pseudonymization) must not be uploaded.

(3) When using their own LLM API key ("BYOK"), the user is solely responsible for complying with the terms of the respective provider.

§ 6 Prohibited use

In particular, the following is prohibited:

• circumventing security mechanisms or quotas,
• distributing malicious code, spam, or unlawful content via the Service,
• scraping the Service automatically unless explicitly permitted,
• using the Service in a manner that violates applicable laws, export controls, or sanctions regulations.

§ 7 Pricing, free tier

(1) Free tier (B2C / individual users): individual users can use the Service free of charge by providing their own LLM provider API key ("BYOK"). No payment obligations toward the Provider arise. Personal data processed within the free tier is processed by the Provider exclusively for the performance of the contractual service (analysis, account management, security) and to fulfil legal obligations, and not for any other purpose (in particular not for advertising, profiling, or transfer to third parties for marketing). Therefore § 312 (1a) sentence 2 BGB applies; no statutory right of withdrawal under §§ 312g, 355 BGB exists for this contract type.

(2) Paid plans (B2B): paid services are offered exclusively to entrepreneurs, legal entities under public law, and special funds under public law (see § 1 (4)). Prices and services follow from the respective offer or order; prices are understood plus statutory VAT.

(3) The Provider may discontinue, restrict, or modify the free tier with reasonable notice (at least six weeks). Existing paid contracts remain unaffected.

§ 9 Rights to content

(1) The user retains all rights to the content they contribute (repositories, manuscripts, data).

(2) The user grants the Provider a simple, non-exclusive, worldwide license to the content, limited to the term of the contract, to the extent necessary for contract performance (in particular storage, reproduction, transmission to commissioned LLM providers, generation of the reports).

(3) Contributed content is not used to train Provider-owned LLM models. For third-party LLMs, the respective providers' training rules apply; OpenRouter is configured so that the training opt-out is active where the provider supports it.

(4) All trademarks, logos, designs, and software components of the Service are the property of the Provider or its licensors. Use outside contractual purposes is not permitted.

§ 10 Availability

(1) The Provider strives for the highest possible availability but does not guarantee uninterrupted availability unless agreed in a separate order (e.g. SLA for journals).

(2) Maintenance work is, where possible, carried out during off-peak times.

§ 11 Warranty

(1) Statutory warranty rights apply. Since AI outputs may inevitably contain errors, they are owed only as a recommendation; no warranty as to specific characteristics is given.

(2) For services provided free of charge, the Provider is liable exclusively under §§ 521, 599 BGB (intent and gross negligence).

§ 12 Liability

(1) The Provider is liable without limitation

• in cases of intent and gross negligence,
• for damages resulting from injury to life, body, or health,
• under the provisions of the German Product Liability Act,
• within the scope of any guarantee given.

(2) For simple negligence, the Provider is liable only for the breach of essential contractual obligations (cardinal obligations). In that case liability is limited to the damage typical for this type of contract that was foreseeable at conclusion.

(3) Otherwise — to the extent legally permissible — liability is excluded.

§ 13 Data processing on instruction (B2B)

Where the Provider processes personal data of third parties (e.g. additional staff or authors) on behalf of companies, research institutions, or journals, the parties enter into a separate data-processing agreement pursuant to Art. 28 GDPR. A template is available on request: [email protected].

§ 14 Term, termination, suspension

(1) The usage contract runs indefinitely. Both parties may terminate it with 30 days' notice to the end of a calendar month, unless agreed otherwise.

(2) The right to extraordinary termination for cause remains unaffected. For the Provider, cause exists in particular for repeated or serious breaches of § 6.

(3) The Provider may temporarily suspend the account on suspicion of a breach; before any permanent suspension, users will, where reasonable, be given an opportunity to comment.

(4) The user can delete their account at any time. Effects on backups are described in the Privacy Policy.

§ 15 Changes to these Terms

The Provider may amend these Terms where required for legal or technical reasons. Material changes will be announced by email at least six weeks before they take effect, with reference to the changes. If the user does not object within this period, the changes are deemed accepted; the Provider expressly draws attention to these consequences. If the user objects, the contractual relationship ends at the time the change would have taken effect.

§ 16 Final provisions

(1) German law applies, excluding the UN Sales Convention. For consumers, the protection of mandatory provisions of the country of their habitual residence remains unaffected.

(2) Place of jurisdiction is Munich, where legally permissible and where the contracting party is a merchant, a legal entity under public law, or a special fund under public law.

(3) Should individual provisions be invalid, the validity of the remaining provisions remains unaffected.

(4) We are not obliged and not willing to participate in dispute-settlement proceedings before a consumer arbitration board (§ 36 VSBG).