Effective date: 8th November 2025

Entity: fluid GmbH, Nördliche Münchner Str. 9c, 82031 Grünwald, Germany ("fluid", "we", "us").

Websites / Platform: fluid-ip.com, fluid-ip.com/terms, and the “fluid connect” collaboration/software platform (the “Platform”).

Corporate note: In Q1/2025, fluid GmbH acquired the Platform as part of a partial transfer of business from noventive Managementgesellschaft mbH (§ 613a BGB).

0. Definitions

“Agreement” means (i) any proposal/order form (including pricing) executed by Customer, (ii) these Online Terms, and (iii) any documents referenced herein (e.g., Privacy Policy, DPA).

“Customer” means the entity indicated in a proposal/order form subscribing to the Platform.

“User” means any natural person using the Websites/Platform (including Customer’s authorized users).

“Legal Services” means professional legal or IP services provided by third‑party law firms, patent attorneys or service providers selected by Customer or the User[AF1]  (whether discovered via the Platform or invited by Customer).

“Privacy Policy” means fluid’s privacy notice at https://www.fluid-ip.com/privacy.

“Consumer” has the meaning of § 13 BGB; “Business” has the meaning of § 14 BGB.

“Customer Data” means data submitted by or for Customer to the Platform.

Part A - Website & Account Terms (all Users)

1. Registration and Account

1.1 Eligibility. Consumers must be 18+ and fully legally competent. If registering on behalf of a company, you must be duly authorized.

1.2 Accurate information. Provide complete and correct contact and address data (no P.O. boxes). Keep details current.

1.3 Account security. Keep credentials confidential; User accounts are non‑transferable and single‑registration only.

1.4 Breach. Violations (e.g., multiple accounts, shared passwords, false data) permit immediate termination and deletion.

2. Use of the Platform

2.1 Access. Use requires successful registration and compliance with these Online Terms.

2.2 Matter submission. You may submit legal/IP matters through forms or your account. Information must be complete and accurate.

2.3 Workspace. You may review matters, provide updates and communicate with fluid, counsel or service partners via the Platform.

3. Role of fluid; Third-Party Legal Services

3.1 No legal advice by fluid. We provide software and coordination features; we do not provide legal advice.

3.2 Independent engagements. If you accept an offer through the platform from a law firm/lawyer/patent attorney/service provider (the “Provider”), the contract is exclusively between you and that Provider. fluid is not a party and is not responsible for the content, performance, billing or outcome of Legal Services.

3.3 Outside‑portal contacts. If a contract for your submitted matter is concluded outside the Platform before an offer is accepted on‑platform, you must inform us without undue delay; failure may lead to blocking/termination.

4. Payment Processing on the Platform (general)

4.1 We may provide access to payment service providers for convenience. We are not a party to those payment contracts.

4.2 Fees for Legal Services are invoiced directly by Providers to you (unless you separately agree otherwise with such Provider).

5. Reviews

5.1 Reviews of Providers may be offered. Reviews must be objective, truthful and non‑defamatory.

5.2 We may moderate or remove unlawful/offensive reviews and decide at our discretion whether to publish..1 The contractual usage relationship between fluid and you is concluded for an indefinite period and may be terminated by either party with due notice. Termination must be communicated in written or text form (e.g., email, fax, or letter) to be effective.

6. Acceptable Use Policy (AUP)

You shall not: (i) upload unlawful, infringing, offensive or misleading content; (ii) interfere with Platform integrity or security (e.g., malware, scraping, denial‑of‑service); (iii) misrepresent identity/rights to content; (iv) circumvent access controls; or (v) share passwords or exceed permitted use.

7. Availability and Maintenance

7.1 General. Continuous availability cannot be guaranteed; maintenance and external events may impair availability.

7.2 Your obligations. Report faults without delay and with detail (§ 536c BGB). Regular backups of your own data remain your responsibility; we are not liable for damages avoidable by proper backups.

8. Special Rights of fluid (Website/Platform)

We may (i) edit titles/requests to improve display/quality without altering meaning, (ii) exclude/delete requests for objective reasons (e.g., missing confirmations, unlawful language, incomplete/illegible requests, no suitable Provider), (iii) reproduce/store data as technically required (including backups/format changes), and (iv) temporarily or permanently block access in case of violations, misuse or reputational harm, considering your legitimate interests.

9. User Content and Indemnity

You are solely responsible for content you upload. You will indemnify us against third‑party claims and reasonable costs arising from your unlawful content or use, provided we promptly notify you and allow you to defend where legally possible.

10. Consumer Right of Withdrawal (Website/Platform)

10.1 This withdrawal right applies only to your free usage relationship with fluid (not to Provider contracts).

10.2 Right and period. Consumers may withdraw within 14 days from conclusion of the usage contract by a clear statement (e.g., email or letter).

10.3 Consequences. As no payments are made for the free usage contract, no refund is due; we will delete your access.

10.4 Model form. See Section 22.

Part B - Subscription Terms (Customers of the "fluid subscription")

Who this Part applies to: Customers who purchase a paid subscription to the Platform. Where a User uses the Platform under a Customer’s subscription, the Customer is responsible for that User’s compliance.

11. Scope & Parties

11.1 The Platform is provided by fluid GmbH. Legal Services requested via the Platform are performed under separate engagements between Customer and the chosen Provider. fluid does not provide legal advice and is not responsible for Legal Services.

12. Subscription Term; Renewal; Price Changes

12.1 Initial Term. Unless stated otherwise in the proposal/order form, the subscription starts on the effective date stated there and runs for twelve (12) months.

12.2 Auto‑Renewal. The subscription renews automatically for consecutive twelve (12)‑month periods unless either party gives written notice of non‑renewal at least three (3) months before the end of the current term.

12.3 Price changes. fluid may change subscription prices effective on a renewal only and will provide at least 60 days’ prior written notice. If notice is given later than 60 days before renewal, Customer may object within 30 days of notice and elect non‑renewal at term end.

13. Fees, Taxes & Payment

13.1 Recurring fees. Subscription fees are billed monthly in advance unless the proposal/order form states otherwise. One‑time fees (e.g., onboarding) are invoiced upon completion of the referenced milestone(s).

13.2 Taxes. Prices are exclusive of VAT and similar taxes; applicable taxes are shown separately and owed by Customer.

13.3 Payment terms. Invoices are due net three (3) days, unless expressly agreed otherwise in the proposal/order form.

13.4 Provider billing. External Services such as Legal Services are contracted, delivered and invoiced directly by the Provider to Customer (or as otherwise agreed between those parties).

14. Service Levels, Support & Maintenance

14.1 Support. fluid provides standard support via designated email channels during local business hours on business days and uses commercially reasonable efforts to address incidents.

14.2 Planned work. We schedule maintenance, where reasonably possible, during low‑traffic periods and aim to notify in advance.

14.3 No uptime guarantee under these Online Terms. Unless a separate SLA is agreed in your order form, no specific uptime or response‑time commitment applies.

15. Acceptable Use; Suspension

15.1 Customer shall ensure that all authorized users comply with the AUP (Section 6).

15.2 We may suspend access (i) for material AUP violations, (ii) to address security risks, or (iii) for non‑payment after notice. We will notify Customer where practicable.

16. Integrated Renewal Management (IP Property Rights)

16.1 Scope. The Platform provides renewal case‑management features (docketing, reminders, task routing). fluid does not execute renewals (fee payments, filings, local representation).

16.2 Third‑party engagement. Customer authorizes fluid to route renewal instructions and relevant data to the engaged Provider through the Platform. The contract, fees and liability for renewal execution are between Customer and the Provider. The provider's costs can be invoiced directly by the provider or alternatively be charged on by fluid.

16.3 No legal advice; no deadline guarantee. Platform reminders and tooling are for convenience only. fluid does not guarantee accuracy, completeness or timeliness of deadlines, fee changes or office actions. Customer remains responsible for final review and timely engagement/approval.

16.4 Data accuracy. Customer is responsible for keeping portfolio data accurate (owner details, representative, jurisdictions, annuity strategy). fluid is not liable for missed renewals due to inaccurate data, late approvals, Provider failure, force majeure or authority changes.

16.5 Change of provider. If Customer replaces a Provider, Customer ensures a clean handover. fluid will facilitate reasonable data export/import.

17. Trademark Monitoring (optional)

17.1 Scope. Through the Platform, Customer may order monitoring operated by a third‑party Provider or law firm. fluid coordinates delivery of raw monitoring results within the Platform; fluid provides no legal advice or evaluation. If the customer wishes legal advice or an evaluation regarding the results, the customer is free to submit a request to an independent law firm through the Platform.

17.2 Default coverage. Absent a different written agreement, default registers are Germany (DPMA), European Union (EUIPO) and International Registrations (WIPO/Madrid “IR”). Other jurisdictions require separate pricing and agreement.

17.3 Nature of results. Alerts may include false positives/negatives, delays or omissions (e.g., stylized marks, transliterations, non‑Latin scripts, unregistered/common‑law use, domains, social media) unless expressly in scope with the Provider.

17.4 Customer review. Customer (and/or its counsel) reviews alerts and decides on actions (observations, oppositions, coexistence, enforcement). fluid is not responsible for missed deadlines or lost rights due to inaction or Provider failures.

17.5 No clearance/FTO. Monitoring is not a clearance search or legal opinion and does not guarantee availability or non‑infringement.

18. Data Protection & Privacy

18.1 Privacy Policy. Processing of personal data in connection with the Websites/Platform is governed by the Privacy Policy (https://www.fluid-ip.com/privacy).

18.2 DPA. Where required by law (e.g., GDPR), the parties will conclude a data processing agreement (DPA); once executed, the DPA forms part of this Agreement.

18.3 Controllers/Providers. For referrals and collaboration with Providers, those Providers typically act as independent controllers for their own processing. Where a joint‑controller constellation under Art. 26 GDPR is appropriate for a specific workflow, fluid will conclude a corresponding arrangement with the Provider and make the essence available upon request.

18.4 Retention. We store data for as long as required to perform the Agreement and fulfill statutory obligations. Legal retention may apply, e.g., § 50 BRAO (case‑specific data: 6 years) and § 147 AO (billing records: 10 years). If both you and the Provider terminate the usage relationship, your data will be deleted no later than 6 months thereafter, unless statutory retention requires longer storage.

19. Export & Portability at Term End

Upon termination/expiry, Customer may export Customer Data for 30 days in a reasonable, commonly used format. Thereafter, deletion follows per Section 18.5.

20. Order of Precedence; Incorporation by Reference

20.1 Order of precedence. In case of conflict, the proposal/order form prevails over these Online Terms for the current term.

20.2 Incorporation. These Online Terms are incorporated by reference into each proposal/order form and govern acceptable use, support/SLA (where applicable), liability and other standard terms.

20.3 Fallback for unaddressed topics. If a topic is not addressed in these Online Terms at the time of signature, any fallback provisions in the executed proposal/order form apply for the current term.

21. Liability (German law; AGB-compliant)

21.1 Unlimited liability for intent and gross negligence, for injury to life, body or health, and under the Product Liability Act remains unaffected.

21.2 For slight negligence, we are liable only for breach of cardinal duties (Pflichten, deren Erfüllung die ordnungsgemäße Durchführung des Vertrags überhaupt erst ermöglicht und auf deren Einhaltung der Vertragspartner regelmäßig vertrauen darf). In such cases, liability is limited to the typical, foreseeable damage.

21.3 Exclusions. We are not liable for indirect, incidental, special or consequential damages (including loss of profit), except where mandatory law provides otherwise.

21.4 Cap. For paid subscriptions, each party’s aggregate liability arising out of or related to the Agreement is capped at the fees paid or payable by Customer for the Platform in the twelve (12) months preceding the event giving rise to liability, except where law prohibits such limitation or in cases covered by Section 21.1.

22. Consumer Information; ADR; Model Withdrawal Form

22.1 ADR willingness (VSBG). We declare our willingness to participate in consumer dispute resolution before the Universalschlichtungsstelle des Bundes (Zentrum für Schlichtung e.V.), Straßburger Straße 8, 77694 Kehl am Rhein, Phone: +49 (0)7851/7957940, Fax: +49 (0)7851/7957941, Email: mail@universalschlichtungsstelle.de, Website: www.verbraucher-schlichter.de.

22.2 ODR Platform. The EU online dispute resolution platform is available at: https://consumer-redress.ec.europa.eu/index_de.

22.3 Model withdrawal form (Consumers; free account with fluid):

To:

fluid GmbH
Nördliche Münchner Str. 9c
82031 Grünwald
E-mail: support@fluid-ip.com 

I/we (*) hereby withdraw from the contract concluded by me/us (*) for the provision of the following service:

— Description of the service:
Ordered on:
Received on:
Name of consumer(s):
Address of consumer(s):

Signature of consumer(s) (only if on paper):
Date:

(*) Delete as appropriate.

23. Changes to these Online Terms

23.1 Change mechanism. We may amend these Online Terms if significant reasons outside our control require an adjustment that preserves the contractual balance and does not unreasonably disadvantage you or violate good faith.

23.2 Notice and objection. We will notify you 6 weeks in advance by email, including the amended provisions, your right to object, the objection period, and the consequences of failing to object. The amendment becomes part of the contract if you do not object in text form within 14 days of receipt.

23.3 Paid subscriptions. If a change materially and adversely affects a paid feature during a current term, you may object and elect non‑renewal; the then‑current term continues under the previous terms (subject to law). Price changes are governed by Section 12.3.

24. Governing Law; Venue; Consumers

24.1 Law. This Agreement is governed by the laws of the Federal Republic of Germany, excluding the UN CISG and conflict‑of‑laws rules.

24.2 Venue. If you are not a Consumer (§ 13 BGB), exclusive venue is Munich, Germany. Mandatory consumer venue rules remain unaffected.

25. Assignment; Severability; No Waiver; Notices

25.1 Assignment. We may assign this Agreement to an affiliated or successor entity; you will be notified 30 days in advance and may exercise a special termination right within one (1) month of notification.

25.2 Severability. If a provision is invalid, the remainder stays effective; the invalid provision is replaced by one reflecting the economic intent while complying with law.

25.3 No waiver. A failure to enforce is not a waiver.

25.4 Form; Notices. Amendments require written or text form unless permitted under Section 23. Notices may be provided via email to the contacts named in the proposal/order form.

26. Contact

fluid GmbH - support@fluid-ip.com

Further company information in our Legal/Imprint: https://www.fluid-ip.com/legal.