Terms of Service

1. Scope

1.1 These General Terms and Conditions (the "Terms") apply to all contracts between The NEED GmbH, Zettachring 12A, 70567 Stuttgart, Germany, as operator of the platform heej(the "Provider") and the user (the "Customer") concerning the use of the heej platform and the related services.

1.2 Deviating, conflicting or supplementary terms of the Customer do not become part of the contract unless the Provider expressly agrees to their application in writing.

1.3 The platform is directed at entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) as well as consumers within the meaning of Section 13 BGB. Use of the platform requires that the Customer is of legal age.

1.4 The platform distinguishes two user groups: Creators (influencers), who create and operate an AI avatar, and Followers, who use a creator's AI avatar. Where provisions of these Terms apply to only one of the two groups, this is indicated accordingly.

2. Description of Services

2.1 heej provides a software-as-a-service (SaaS) platform that enables influencers and content creators to build AI-powered avatars. These avatars can:

• Communicate with followers automatically via text and voice
• Generate replies based on uploaded content (texts, PDFs, website content, transcripts)
• Contextually recommend the Customer's products and services
• Replicate the Customer's voice using voice-cloning technology (only with separate consent, Section 4a)

2.2 The Creator may publish their public avatar page once the in-app onboarding is completed ("link live"). The interactive chat and voice features for visitors are only activated after the Creator has completed the payout setup with the payment service provider Stripe (identity verification/KYC). The exact scope of features otherwise follows from the current product description on the website.

2.3 The Provider endeavours to maintain high availability of the platform but does not owe uninterrupted availability (no 100% availability commitment). Scheduled maintenance will be announced in advance where possible. Temporary limitations may result in particular from maintenance, further development, disruptions at third-party services (e.g. AI and cloud providers) or force majeure.

2.4 heej uses artificial intelligence to generate personalised avatar replies. Users are transparently informed in accordance with Art. 50 of Regulation (EU) 2024/1689 (EU AI Act) that they are interacting with an AI system, not with the real person. A corresponding notice is permanently visible in all chat interfaces; synthetic speech output is labelled as artificially generated.

3. Registration and Account

3.1 Use of the platform requires registration. The Customer undertakes to provide truthful and complete information when registering.

3.2 The Customer is responsible for keeping their access credentials confidential (including access to their email inbox for passwordless login) and is liable for activities carried out via their account to the extent the Customer is responsible for them.

3.3 The Provider reserves the right to suspend or delete accounts in the event of a breach of these Terms or a justified suspicion of abuse.

4. Rights of Use and Content

4.1 The Provider grants the Customer a non-exclusive, non-transferable right to use the platform within the scope of these Terms for the duration of the contract.

4.2 The Customer retains all rights to the content they upload (texts, videos, audio files, etc.). The Customer grants the Provider a simple right of use, limited in time to the duration of the contract, to process the content for the creation and operation of the AI avatar (including processing by the AI service providers engaged as processors).

4.3 The replies generated by the AI avatar are based on the uploaded content and AI models. The Provider gives no warranty as to the accuracy, completeness or appropriateness of the generated content. The replies do not constitute professional (e.g. legal, medical, tax or financial) advice.

4.4 The Customer undertakes not to use the platform for unlawful, offensive, discriminatory or otherwise objectionable purposes and not to provide content that violates applicable law or third-party rights.

Content Responsibility and Indemnification (Creators)

4.5 The Creator warrants that they hold all rights required for the uploaded content (in particular copyright and neighbouring rights, trademark and personality rights) and that providing the content for the purposes of the platform does not infringe any third-party rights. The Creator indemnifies the Provider against all third-party claims resulting from a breach of this warranty, including the reasonable costs of legal defence. This does not apply to the extent the Creator is not responsible for the infringement.

AI-Generated Content

4.6 According to the prevailing legal opinion, AI-generated avatar replies are not eligible for copyright protection (Section 2 German Copyright Act). The Creator receives a non-exclusive right to use the replies generated by their avatar.

4a. Voice Cloning — Creators

4a.1 The creation of a synthetic model of the Creator's voice is optional and takes place exclusively on the basis of the Creator's explicit consent (Art. 9(2)(a) GDPR), which the Creator gives by actively recording and submitting their voice sample for the purpose of voice cloning. The Creator warrants that the voice sample contains exclusively their own voice and does not infringe any third-party rights.

4a.2 The voice model is processed by ElevenLabs Inc. (USA). Data transfer to the USA is based on EU Standard Contractual Clauses. Details are set out in the privacy policy.

4a.3 The Creator may withdraw their consent at any time with effect for the future (by email to team@heej.chator by deleting the account), whereupon the voice model will be deleted without undue delay. The voice model is used exclusively for the Creator's avatar.

5. Payment Terms

Three-Party Relationship

5.0 The follower subscription is concluded between the Follower and the respective Creator. In this respect, heej acts as an intermediary platform and is not a party to the follower subscription. heej provides the technical infrastructure (AI avatar, hosting, payment processing via Stripe).

5.1 Free Use — Creators

Basic use of the platform is free of charge for Creators. There are no setup fees or monthly base fees. The free tier supports texts, PDFs and website content as knowledge sources; transcription of audio/video files is reserved for the Pro Plan (Section 5.3).

5.2 Revenue Share — Creators

The Provider receives a revenue share of 10% of all subscription revenue generated by the Creator via the platform (90% remains with the Creator). The revenue share is withheld automatically on each transaction via the payment service provider Stripe.

5.3 Pro Plan (Optional) — Creators

The Creator may optionally subscribe to the Pro Plan for EUR 49.00 per month (incl. VAT). The Pro Plan comprises: (a) removal of the platform watermark on the public avatar page, in the chat and in the embed widget, and (b) audio/video transcription (Whisper) for uploaded media files. The Pro Plan renews monthly and may be cancelled at any time effective at the end of the current billing month (Section 7.1b).

5.4 Follower Subscriptions — Followers

Followers may take out paid subscriptions with Creators. Prices and tiers (e.g. text chat, voice features, message quotas) are set by the respective Creator and displayed transparently before conclusion. The contracting party of the follower subscription is the respective Creator, not the Provider. Payments are processed via Stripe.

5.5 Payment Processing

Payments are processed exclusively via the payment service provider Stripe (Stripe Payments Europe, Ltd.). heej does not collect follower payments directly. The platform fee is withheld automatically by Stripe and remitted to heej. The Stripe terms of use apply in addition.

5.6 Default of Payment

In the event of default of payment, the Provider is entitled to suspend access to paid features until the outstanding payments have been settled. Default interest is charged at the statutory rate.

6. Liability

6.1 The Provider is liable without limitation for intent and gross negligence, for damage resulting from injury to life, body or health, and under the German Product Liability Act.

6.2 In cases of slight negligence, the Provider is liable only for the breach of material contractual obligations (cardinal obligations). In such cases, liability is limited to the foreseeable damage typical for this type of contract.

6.3 The Creator who provided the training content bears primary responsibility for the factual accuracy of AI-generated replies. The AI avatar's replies do not constitute professional advice and do not replace consulting a professional. The Provider is not liable for content based on the training content provided by the Creator unless the Provider has knowledge of its unlawfulness (Section 10 German Digital Services Act (DDG), by analogy).

6.4 The Provider is not liable for damage caused by force majeure, disruptions within the sphere of third parties (e.g. outages at cloud or AI service providers) or unauthorised use of the Customer's account, to the extent the Provider is not responsible for such events.

6.5 The above limitations of liability also apply in favour of the Provider's vicarious agents.

7. Termination

7.1a Creator Base Contract — Creators

The creator base contract (free platform use) may be terminated by the Creator at any time without notice period — by deleting the account in the account settings or in text form (e.g. email to team@heej.chat).

7.1b Pro Plan — Creators

The Pro Plan may be cancelled at any time effective at the end of the current billing month. Cancellation can be declared directly in the application (Dashboard → Billing → Plan → "Cancel Pro Plan") or in text form by email to team@heej.chat. Fees already paid for the current month are not refunded pro rata; access to the Pro features remains available until the end of the billing period.

7.1c Follower Subscription — Followers

Follower subscriptions renew according to the selected billing period and may be cancelled at any time effective at the end of the respective billing period. Cancellation can be declared via the account management in the application, via the Stripe customer portal, or in text form by email to team@heej.chat; we forward cancellation notices to the respective Creator without undue delay.

7.2 Extraordinary Termination

The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular where:

• the Customer repeatedly breaches these Terms;
• the Customer uses the platform for unlawful purposes;
• the Customer is in default of payment for more than 30 days despite a reminder.

7.3 Data Deletion After Contract End

Upon account deletion, active subscriptions are ended immediately, the voice model is deleted without undue delay and the account is deactivated. All Customer data (including uploaded content and chat histories) is finally and irrevocably deleted after a 90-day safety period, unless statutory retention obligations require otherwise. Details are set out in the privacy policy.

8. Confidentiality

8.1 Both parties undertake to keep confidential any confidential information of the other party that becomes known to them in the course of the contractual relationship and not to disclose it to third parties.

8.2 This obligation does not apply to information that is publicly known, was lawfully obtained from a third party, or must be disclosed due to statutory provisions.

9. Final Provisions

9.1 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. Vis-à-vis consumers, this choice of law applies only to the extent that it does not deprive the consumer of the protection afforded by mandatory provisions of the law of the state in which the consumer has their habitual residence.

9.2 If the Customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract is Stuttgart, Germany.

9.3 Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions remains unaffected. The statutory provisions replace the invalid provision (Section 306(2) BGB).

9.4 Amendments to these Terms will be communicated to the Customer in text form at least 30 days before they take effect. The Customer has the right to object to the amendments or to terminate the contract as of the date they take effect. If the Customer objects and does not terminate, the previous Terms continue to apply. Material amendments require renewed consent.

9.5 The relationship between the Provider and the Creator is not an agency, franchise or employment relationship. The Creator is an independent entrepreneur. The platform fee is remuneration for the technical infrastructure.

9.6 Consumer dispute resolution: the Provider is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board (Section 36 German Consumer Dispute Resolution Act, VSBG).

9.7 Language versions: these Terms are provided in German and English. Solely the German version is legally binding; the English translation is provided for information purposes only. In the event of any discrepancy between the two versions, the German version prevails.