Master B2B SaaS Terms of Service
B2B Agreement Only. These terms govern the relationship between Anproba GmbH and registered business customers ("Merchants"). They do not apply to individual consumers. Consumer terms are available at Terms for Consumers.
1. Parties
This Agreement is between Anproba GmbH, Bremen, Germany ("Service Provider", "Anproba") and the legal entity that has accepted these terms ("Merchant", "Customer").
2. Services
Anproba provides the following services under this Agreement: (a) Virtual Try-On API access (Modules A, B, and C); (b) JavaScript SDK, React SDK, iOS SDK (AnprobaKit), and Android SDK; (c) Shopify App and WooCommerce plugin; (d) Merchant Dashboard; (e) Sizing Intelligence Engine v1 (SIEv1); (f) related documentation and support.
3. Licence
Subject to payment of applicable fees, Anproba grants Merchant a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services for Merchant's internal business purposes in the fashion retail and e-commerce sector.
4. Prohibited Uses
Merchant may not: (a) reproduce, extract, or attempt to reverse-engineer any ML models, algorithms, or binary formats (APv4, DTPv3); (b) use the VTO engine outside of the licensed merchant platform(s); (c) use the Services for purposes other than fashion/apparel retail; (d) sublicense, resell, or white-label the Services without express written consent; (e) use consumer biometric data for any purpose other than the Virtual Try-On service; (f) attempt to circumvent rate limits, security controls, or authentication mechanisms.
5. Service Level Agreement
Uptime commitments by tier: Starter — best effort; Growth — 99.9% monthly uptime; Scale — 99.9% monthly uptime; Enterprise — 99.99% monthly uptime. Full SLA terms including credit schedules are available at anproba.de/legal/sla. Performance SLAs: VTO P95 ≤1.5s; Module B P95 ≤30s; Sizing Intelligence P95 ≤200ms.
6. Payment Terms
6.1 Subscriptions are billed monthly or annually in EUR via Stripe. Annual subscriptions receive a 15% discount.
6.2 Enterprise customers on annual contracts are invoiced NET 14 days.
6.3 Late payments accrue interest at the statutory rate under §288 BGB (currently base rate + 9 percentage points for B2B transactions).
6.4 Anproba reserves the right to suspend Services for accounts more than 30 days past due, with 7 days' written notice.
7. Billing Tiers
- Starter: €149/month — 1,000 VTO credits, 1 integration, standard support
- Growth: €599/month — 5,000 VTO credits, 3 integrations, priority support, 99.9% SLA
- Scale: €1,499/month — 15,000 VTO credits, unlimited integrations, dedicated CSM, 99.9% SLA
- Enterprise: from €4,500/month — custom credits, unlimited integrations, 99.99% SLA, MSA, DPA
8. Credit System
VTO credits are consumed per render event. Additional credits may be purchased in packs (1,000 / 5,000 / 20,000). Credits expire 12 months after purchase. Monthly subscription credits expire at the end of each billing period. Overages are charged at the per-credit rate applicable to the Merchant's tier.
9. Intellectual Property
Anproba retains all intellectual property rights in the platform, APIs, SDKs, ML models, binary formats, algorithms, and documentation. Merchant retains all intellectual property rights in their garment images, brand assets, and product data uploaded to the platform. No assignment of rights is made by this Agreement.
10. Confidentiality
Each party agrees to maintain in confidence the other party's Confidential Information (defined as non-public information disclosed in connection with this Agreement) for a period of 5 years following termination of this Agreement. API keys and platform credentials are always Confidential Information.
11. Limitation of Liability
Anproba's aggregate liability to Merchant under this Agreement (whether in contract, tort, or otherwise) is capped at the total fees paid by Merchant to Anproba in the 12 months preceding the event giving rise to the claim. This cap does not apply to: death or personal injury caused by Anproba's negligence, fraud or fraudulent misrepresentation, or gross negligence.
12. Indemnification
Merchant shall indemnify, defend, and hold harmless Anproba GmbH and its officers, employees, and contractors from any claims, damages, liabilities, costs, and expenses arising from: (a) Merchant's misuse of the Services; (b) Merchant's violation of applicable law; (c) Merchant's breach of its obligations to its own customers regarding data protection.
13. Termination
13.1 Either party may terminate this Agreement on 30 days' written notice to the other party.
13.2 Anproba may terminate immediately for material breach, including but not limited to: non-payment exceeding 30 days, prohibited use of the platform, or violation of biometric data obligations.
13.3 Upon termination, Merchant has a 30-day data export window to retrieve garment assets (APv4 files). After this period, Anproba will delete Merchant data subject to legal retention requirements.
14. Governing Law and Jurisdiction
This Agreement is governed by the laws of the Federal Republic of Germany (BGB/HGB), excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive jurisdiction for all disputes arising from this Agreement is the courts of Bremen, Germany.
15. Amendments
Anproba may amend these terms by providing 30 days' written notice to the email address on record. Continued use of the Services after the notice period constitutes acceptance of the amended terms.
16. Entire Agreement
This Agreement, together with any applicable Order Form and the Data Processing Agreement, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior representations, warranties, and agreements.