Userflix — Customer Terms of Service (B2B)

Effective date: July 2026 · Version: 1.1

Applies to business customers only. The Service is provided exclusively to businesses, organisations and professionals acting in the exercise of their trade, business, craft or profession. It is not offered to consumers. By accepting these Terms you confirm that you are not a consumer and that you are authorised to bind the organisation you represent.

These Terms of Service are available in German and English. In case of any discrepancy in interpretation, the German version prevails.

1. Parties and Agreement

These Terms of Service (the "Terms") are a binding contract between you or the organisation you represent (the "Customer", "you") and Userflix UG (haftungsbeschränkt) ("Userflix", "we", "us"), together the "Parties".

The agreement between the Parties (the "Agreement") consists of, in descending order of precedence in case of conflict: (i) the DPA, for all data-protection matters; (ii) any signed Order Form or offer accepted by the Customer, for commercial terms (fees, term, service levels); (iii) these Terms; and (iv) the Privacy Policy. Your use of the Service constitutes acceptance of these Terms.

2. Definitions

"Service" means Userflix's AI-moderated research platform and related web applications, features and documentation.
"Participant" means a natural person who takes part in an interview conducted through the Service.
"Customer Data" means all data, materials, study designs, questions and instructions that the Customer or its users provide to or configure in the Service.
"Study Output" means transcripts, analyses, summaries and results generated through the Service in connection with the Customer's studies. The Service does not create or store audio or video recordings.
"Order Form" means the ordering document (offer, order confirmation or similar) recording the commercial terms of a subscription.

3. Accounts and Access

The Customer may need to register an account and select credentials (a "User ID"). The Customer will provide accurate, complete and current registration information and keep credentials confidential. The Customer is responsible for all activity under its accounts and for its authorised users' compliance with these Terms. The Customer may not transfer its account without our prior written consent.

4. Grant of Right to Use

Subject to these Terms and payment of applicable fees, Userflix grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for its internal business purposes during the term. All rights not expressly granted are reserved.

5. Customer Responsibilities

The Customer is responsible for:

(a) the lawfulness of its studies and of the Customer Data, including having a valid legal basis for processing Participant data and for any recruitment it carries out;

(b) obtaining, where required, any consents or authorisations from Participants beyond those captured through the Service's built-in consent mechanism;

(c) not using the Service for any AI practice prohibited under Article 5 of Regulation (EU) 2024/1689 (the "EU AI Act"), and for the lawful design of its studies under the EU AI Act generally;

(d) its own obligations as controller under applicable data-protection law (see Section 9); and

(e) any Participant incentive costs, recruitment fees and third-party expenses (see Section 8).

6. Acceptable Use

The Customer will not, and will not permit any user to: violate any law or third-party right; infringe intellectual property rights; upload unlawful, harmful, defamatory or infringing content; compromise the security of the Service or any account; introduce malware; place an unreasonable load on, or interfere with, the Service; use automated means to crawl, scrape or spider the Service; or use the Service to build, benchmark, train or enhance a competing product or service, or to reverse engineer, decompile or derive the source code or underlying models of the Service, except to the extent such restriction is prohibited by mandatory law. A material breach of this Section is grounds for suspension or termination.

7. Fees and Payment

Fees, billing cycle, term and any service levels are set out in the applicable Order Form. Unless stated otherwise, fees are exclusive of VAT (Umsatzsteuer) and other applicable taxes, which the Customer bears. Invoices are payable within 14 days of the invoice date. Late payments may bear default interest at the statutory rate for commercial transactions.

Interview outcomes. Subject to Section 12 (Liability), Userflix is not responsible for interviews that are aborted, incomplete or otherwise unsuccessful, whatever the cause (including technical issues, Participant drop-off or AI-moderation limitations), and no refunds or credits are issued on the basis of interview outcome. Userflix is not liable for Participant incentive costs, recruitment fees or related third-party expenses. This Section does not limit Userflix's liability under Section 12(a).

The Service conducts spoken interviews and transcribes them into text in real time. The Service does not store audio or video recordings of Participants; only the text transcript is stored. A Participant's voice is processed transiently solely to generate the transcript. Transcripts may contain personal data. Before the interview begins, the Service collects Participant consent through its built-in mechanism, discloses that the interview is conducted by an AI, and allows Participants to leave at any time. The Participant-facing notice and consent are set out in the separate Userflix Participant Terms, which the Customer configures with its own controller details.

Userflix does not access transcripts except on the Customer's instruction, for support or incident response, or as required by law, and in each case in accordance with the DPA.

9. Data Protection and Roles

In respect of Participant and interview data processed through the Service, the Customer is the controller and Userflix is the processor. The processing is governed by the DPA, which the Parties will enter into and which prevails over these Terms on all data-protection matters, including sub-processors, international transfers and technical and organisational measures. Userflix processes such data only on the Customer's documented instructions.

For account and billing data of the Customer's own users, Userflix acts as controller in accordance with its Privacy Policy.

10. Artificial Intelligence and Transparency

The Service uses AI, including an AI moderator that interacts with Participants and generates synthetic (AI-generated) voice output. Analysis performed by the Service is based on interview transcripts (text) only; the Service does not perform emotion recognition or biometric categorisation.

Userflix provides functionality intended to support transparency under the EU AI Act, including disclosure to Participants that they are interacting with an AI at the time of first interaction. As deployer of the Service in its studies, the Customer remains responsible for the lawful design and operation of its studies, including any deployer-side transparency or notice obligations to Participants, and for the restrictions in Section 5(c). The Parties will cooperate reasonably to meet their respective obligations under the EU AI Act.

11. Intellectual Property

Userflix IP. Userflix and its licensors own all rights in the Service, including its software, models, designs, and documentation, and all related intellectual property. Except for the right to use granted in Section 4, no rights are transferred to the Customer.

Customer Data and Study Output. As between the Parties, the Customer owns all Customer Data and Study Output. The Customer grants Userflix a limited, non-exclusive, worldwide licence to host, process, transmit and display Customer Data and Study Output solely to provide, secure and support the Service and as instructed under the DPA.

No model training on Customer content. Userflix will not use Customer Data, Participant content, recordings or transcripts to train or improve Userflix's or any third party's AI models, except with the Customer's prior written consent. Userflix may use data that has been fully anonymised and aggregated such that it no longer constitutes personal data and cannot be attributed to the Customer or any Participant.

Feedback. If the Customer provides feedback or suggestions, Userflix may use them without restriction or obligation.

12. Limitation of Liability

(a) Unlimited liability. Userflix is liable without limitation for damages arising from injury to life, body or health caused by a negligent or intentional breach of duty by Userflix, its legal representatives or vicarious agents; for damages caused by intent or gross negligence; for the absence of a guaranteed characteristic (garantierte Beschaffenheit); for fraudulently concealed defects; and to the extent liability is mandatory under the German Product Liability Act (Produkthaftungsgesetz).

(b) Simple negligence. For damages caused by simple (ordinary) negligence, Userflix is liable only where a material contractual obligation has been breached. A material contractual obligation ("cardinal obligation", Kardinalpflicht) is an obligation whose fulfilment is essential to the proper performance of the Agreement and on whose observance the Customer regularly relies and may reasonably rely. In such cases, Userflix's liability is limited to the foreseeable damage typical for this type of contract.

(c) Exclusion. Any further liability of Userflix is excluded. In particular, and subject to (a) and (b), Userflix is not liable for indirect or consequential damages, lost profits or lost business opportunities. Liability for loss of data is limited to the typical cost of recovery that would have arisen had the Customer maintained appropriate, regular back-ups of its data.

(d) Cap. Subject to (a), Userflix's aggregate liability for breaches of cardinal obligations caused by simple negligence does not exceed the total fees paid by the Customer for the Service in the twelve (12) months preceding the event giving rise to the claim.

(e) The above limitations also apply in favour of Userflix's legal representatives, employees and vicarious agents.

(f) Nothing in this Section alters the statutory allocation of the burden of proof to the Customer's disadvantage.

13. Warranties and Service Availability

Userflix provides the Service with reasonable care and skill and uses commercially reasonable efforts to make it available. Userflix does not warrant that the Service will be uninterrupted or error-free, and may carry out maintenance and updates (for technical, security or operational reasons), using reasonable efforts to schedule planned maintenance outside peak hours. The Service is continually developed, and functionality and layout may change.

To the extent the Service is characterised as a rental (Mietvertrag) under German law, the Parties agree that Userflix's strict liability irrespective of fault for defects existing at the time of contract conclusion under § 536a(1) alt. 1 BGB is excluded; statutory warranty rights that cannot be excluded remain unaffected. Section 12 applies to all warranty claims.

14. Term and Termination

The term and renewal are set out in the Order Form. Either Party may terminate for cause on material breach not cured within 30 days of written notice, or on the other Party's insolvency. On termination, the Customer's right to use the Service ends. Userflix will make Customer Data and Study Output available for export for 30 days after termination, after which Userflix will delete or return them in accordance with the DPA, save where retention is required by law.

15. Changes to these Terms

Userflix may amend these Terms for valid reasons (for example, changes to the Service, or legal or regulatory developments). Userflix will notify the Customer of material changes at least 30 days before they take effect. If a change materially disadvantages the Customer, the Customer may object in writing before the effective date and terminate the Agreement to the effective date of the change; if the Customer does not object by the effective date, the change is deemed accepted. Userflix will draw attention to this consequence in the notice. Other amendments require written form.

16. Confidentiality

Each Party will protect the other's confidential information with the same care it uses for its own (and no less than reasonable care), use it only to perform the Agreement, and not disclose it except to personnel and advisers with a need to know who are bound by confidentiality. This does not apply to information that is public through no breach, independently developed, or required to be disclosed by law (with notice where permitted). Study Output and Customer Data are the Customer's confidential information.

17. Indemnification

Userflix will defend the Customer against third-party claims alleging that the Service, as provided, infringes that third party's intellectual property rights, and will indemnify the Customer against amounts finally awarded, subject to Section 12. The Customer will defend and indemnify Userflix against third-party claims arising from Customer Data, Study Output, the Customer's studies, its recruitment of or dealings with Participants, or its breach of Sections 5 or 6. Each indemnity is conditioned on prompt notice, sole control of the defence by the indemnifying Party, and reasonable cooperation.

18. Force Majeure

Neither Party is liable for failure or delay caused by events beyond its reasonable control (including natural events, war, terrorism, labour disputes, failures of telecommunications or upstream providers, or governmental measures), for the duration of the event.

19. Governing Law and Jurisdiction

The Agreement is governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and its conflict-of-laws rules. The exclusive place of jurisdiction for all disputes is the registered seat of Userflix (Zülpich, Germany), provided the Customer is a merchant (Kaufmann), a legal entity under public law, or a special fund under public law.

20. Miscellaneous

Assignment. The Customer may not assign the Agreement without Userflix's prior written consent (not to be unreasonably withheld). Userflix may assign to an affiliate or successor.
Severability (salvatorische Klausel). If any provision is or becomes invalid, the remaining provisions remain in effect; the Parties will replace the invalid provision with a valid one that comes closest to its economic purpose.
Entire agreement. The Agreement is the complete agreement on its subject matter and supersedes prior understandings.
No waiver. Failure to enforce a provision is not a waiver.
Notices. Notices must be in text form (Textform) to the contact details on record.
Language. The Agreement is available in German and English; the German version prevails in case of discrepancy.

21. Provider

Userflix UG (haftungsbeschränkt) Jülicher Straße 11 53909 Zülpich, Germany Commercial Register: Amtsgericht Bonn, HRB 29669 VAT ID: DE453259092 Managing Directors: Bruno Recht, Maximilian Münker Contact: support@getuserflix.com

Effective as of July 2026 · Version 1.1.