Terms of Service – Nema Crew

Version 5 of 4 October 2026. Effective from: 4 October 2026 (for existing accounts see Section 14.4)

This is a courtesy translation. In case of doubt, the German version prevails.

1. Who we are and what these Terms apply to

1.1 Provider

Your contracting party is:

Leonardo Antonio Carta (sole proprietor)
c/o Emperon Studio GmbH
Sachsenring 51a
50677 Cologne, Germany
VAT ID: DE359994023
Email: leonardo@nema.im
Phone: +49 221 27645575

Hereinafter "we".

1.2 Scope

These Terms apply to Nema Crew (together the "Nema Services"), that is, to

the Nema Crew apps for Mac and iPhone and the account you use them with,
the programming interfaces (API) of Nema Crew, insofar as we make them available to you.

For other offerings we may provide under the name Nema in the future, these Terms apply only where we expressly refer to them.

The websites nema.im and crew.nema.im present us and our services; merely using it without an account does not require a contract. These Terms apply to every use with an account, free of charge or paid.

Deviating terms of the customer apply only if we expressly agree to them in text form.

1.3 Consumers and businesses

The Nema Services are aimed at private individuals and at businesses. Some rules apply to only one of the two groups; they are marked as such where they appear.

A consumer is anyone who uses the Nema Services predominantly for purposes that can be attributed neither to their commercial nor to their independent professional activity (Section 13 German Civil Code (BGB)).
A business (entrepreneur) is anyone who, when concluding the contract, acts in the exercise of their commercial or independent professional activity (Section 14 BGB).
An organisation is an area in which several people work together with roles (Owner, Admin, Member). Anyone who creates an organisation for a business or books it on a paid basis acts as a business. The contracting party is then the business on whose behalf they act.

These Terms do not restrict mandatory consumer rights. Where a clause appears to say otherwise, the law prevails.

1.4 Definitions

Agent: an AI assistant set up by you in Nema Crew with a name, instructions, permissions and connections.
Runtime: the language model system an agent works with (Section 3.3).
Workshop: the environment on our servers in which agents edit files and run commands, with its data storage (Section 3.5).
Preview: a display of content from the workshop that can be reached via an address (Section 3.6).
Module: a connection to a third-party service, such as GitHub or Slack (Section 3.9).
Plan: the scope of service you use — the free plan "Free" or a paid plan (Section 4).
Credits: prepaid units with which you can use the Nema runtime beyond the weekly allowance (Section 4.4).
Content: everything you or your agents enter, upload, retrieve or generate in the Nema Services.

2. Conclusion of the contract

2.1 Account

You need an account to use the services. When registering in the app, you agree to these Terms; we store which version you agreed to, together with the time, language, IP address and browser or app identifier. We point you to the Privacy Policy at that point; you do not need to agree to it. By registering, you offer to conclude a usage agreement with us; we accept it by activating the account.

You must confirm your email address; we send you a code and a link for this. Until it is confirmed, you can sign in, but agents do not start runs and you cannot place paid orders.

You must be at least 18 years old and provide truthful information. You confirm this at registration with a mandatory checkbox; we store the time.

We may restrict registration to invited persons, for example via a waiting list. There is no entitlement to activation.

2.2 Paid orders

You order a paid plan, an add-on package or a credit package in the app. You can order only once your email address is confirmed (Section 2.1). The order process works as follows:

Order summary in the app: You see what you are ordering, the price — as a consumer, the total price including VAT —, the contract term and the cancellation conditions, with links to these Terms and the withdrawal policy. With "Back" you can correct input errors.
Consents: You confirm in a checkbox that you agree to these Terms and have taken note of the withdrawal policy. As a consumer, you additionally confirm in a checkbox: "I expressly request that performance begin before the withdrawal period expires. I understand that if I withdraw, I will pay a proportionate amount for what has been provided until then – for a subscription by the time elapsed in the period, for credits by the credits used – and that my right of withdrawal expires once performance has been completed in full."
Order: By clicking the button "zahlungspflichtig bestellen" (order with obligation to pay), you submit a binding offer. We store the order with your consents, their wording and time.
Payment: The payment page of our payment service provider then opens. There you only enter your payment details; a notice shows that you have already ordered. The button there is labelled "Abonnieren" (subscribe) because the payment service provider does not allow its label to be changed; it does not place a new order.
Conclusion of contract: The contract is concluded with our confirmation by email after successful payment. It states the order number (NC-…), the content of the order with prices, the version of these Terms and the time of your consent, for consumers your consent to early commencement with its wording, and contains the withdrawal policy with the model withdrawal form in the text and these Terms in full as a text file attachment.

2.3 Contract language and contract text

The contract language is German. The English version is provided for understanding; in case of discrepancies, the German version prevails. You can find the current text of these Terms at crew.nema.im/legal/terms; you receive the version applicable at the conclusion of the contract as an attachment to the order confirmation.

3. What the Nema Services provide

3.1 Overview

The Nema Services are software that you use over the internet (Software as a Service). At their core is Nema Crew: agents that you set up, that work with you and with each other in channels, direct messages and threads, and that carry out tasks without your involvement. This includes the workshop, previews, mailboxes for agents, modules, your own MCP servers, SSH keys for agents and the operation of your Mac.

The app shows which functions a plan includes. The software is owed in the condition stated in the service description at the conclusion of the contract, taking into account permissible changes under Section 3.13.

3.2 Autonomous agents

An agent can act on its own without you watching at that moment:

according to a schedule,
upon an event from a connected service (webhook) or upon a regular query of a service,
upon receipt of an email in the agent's mailbox,
when a human or another agent addresses it in a channel or a direct message.

Agents can hand tasks to each other and write in channels. You can pause an agent at any time; a paused agent is no longer woken by anything.

What this means for you: An agent acts with the rights you give it, including at night and at weekends. Results of a language model are not predictable and may be wrong. Therefore set up permissions as narrowly as the task allows, and have consequential steps — emails to third parties, changes in other systems, payments — approved by a human. You are responsible for setting up your agents (Section 8).

3.3 Runtimes

An agent works with one of three runtimes:

a) Nema. Model calls go via an intermediary service for model interfaces to operators of language models that we specify for each request. The Nema runtime is included in the plan and counts against your weekly allowance and, where applicable, your credits (Sections 4.3, 4.4).

b) Claude Code with your own Claude subscription. You sign in with your own account at Anthropic. The sign-in token is stored in a container on our servers assigned only to you. Model calls go to Anthropic via a proxy of our own on our server, which — if your organisation has switched on pseudonymisation — replaces terms (Section 3.11).

c) Codex with your own ChatGPT subscription. You sign in with your own account at OpenAI. The credentials are stored in a container on our servers assigned only to you. Model calls go to OpenAI via a proxy of our own on our server; certain auxiliary calls by Codex as well as sign-in and renewal of the credentials go directly to OpenAI.

For runtimes b) and c):

You use your own account with the third-party provider. A separate contract exists between you and the third-party provider; its terms, usage limits and data protection rules apply additionally and independently of us. You bear the costs of your subscription yourself. Neither your weekly allowance nor credits are consumed for it.
You are responsible for ensuring that you may use your account in this way — for automated, permanently running agents, via a proxy and, where applicable, for your organisation and its data. We cannot warrant that the terms of your subscription permit this.
What the third-party provider does with your requests, in particular whether it stores them or uses them to improve its models, is governed by your contract with it and the settings in your account there.
If the third-party provider blocks, restricts or changes your account or its interfaces, the runtime is unavailable or only available to a limited extent. This is not a defect in our service.

3.4 Claude Code and Codex in organisations

In an organisation, members can use runtimes b) and c) only once an Admin or Owner of the organisation has confirmed once, in the organisation's settings, that the organisation bears responsibility for content of the organisation being sent to Anthropic or OpenAI under a member's own subscription and being processed there under their terms. The confirmation covers both runtimes together. We store who gave it, when, and to which version of the confirmation text it applies. If we change that text, a new confirmation is required. Without the confirmation, no agent with Claude Code or Codex can be created in the organisation, and an existing one does not start a run.

We do not check which account a member uses to sign in with the third-party provider, in particular not whether it is a business or a private one. Whether a member may use a particular subscription for the organisation is a matter between the organisation and the member.

An Admin or Owner can withdraw the confirmation at any time. After that, no agents with Claude Code or Codex can be created in the organisation or switched to these runtimes. Existing agents with these runtimes remain set up but no longer start a new run: every trigger ends with an error message until the confirmation is given again or the agent is switched to the Nema runtime. A run that is already in progress at the time of withdrawal is not aborted.

3.5 Workshop — not a hosting service

A workshop is an isolated environment (container) on our servers with data storage. In it, you and your agents can store files, run programs and start applications. You decide for each agent whether it may use the workshop.

You have a separate workshop for each context:

a personal workshop, if your personal plan includes it,
in each organisation whose plan includes it and in which you have a seat, a separate workshop for that organisation.

An agent works only in the workshop of the context to which it belongs. Files of an organisation are not visible to agents in your personal area or in another organisation, and vice versa. The same applies to the histories of Claude Code and Codex; your sign-in with Anthropic or OpenAI, by contrast, applies to you as a person in all contexts. An organisation's plan and connections apply only within it — anyone who wants to work personally needs their own plan and their own connections. The Free plan does not include a workshop.

If you leave an organisation or are removed, your agents in that organisation are paused; if you rejoin within 30 days, they work as before as far as the agent limit of the organisation's plan allows — any excess agents remain paused until there is room —, otherwise we delete them. Your workshop in that organisation does not pass into your personal workshop; it is likewise paused and deleted after 30 days. Its content is data of the organisation: you can download the archive of this workshop only while you are a member, afterwards only via the organisation.

The workshop is a tool for developing and experimenting. It is expressly not a hosting service. It follows that:

It is temporary. We start, stop, renew and move environments, in particular for maintenance, updates and inactivity. A container that has not been used for 7 days is removed; the data storage is retained.
We owe no availability of the workshop and no reachability under a particular address. We do not back up the workshop: your files, the histories of Claude Code and Codex and running applications are not contained in our backups and cannot be restored after a loss. Only our database (account, agents, channels, messages, memories) is backed up. Back up important files yourself — via the workshop archive (Section 5.5) or, for example, in a Git repository.
It is not intended for production use. Anyone who wants to run an application permanently needs a hosting provider.

3.6 Previews

Content from the workshop can be displayed via a preview.

A preview is initially visible only to signed-in authorised persons: to you and to the members of the organisation the agent belongs to. You can create a share link through which anyone who knows the link can access it without signing in. A share link expires after the chosen period (1 hour, 24 hours or 7 days) and can be revoked earlier.
A server running in the workshop is, for technical reasons, also reachable at an address containing a randomly generated key that cannot be guessed. Anyone who knows this address can access it without signing in.
A preview that runs a server is stopped after 2 hours without being accessed. A preview with static files is shut down after 30 days without being accessed; the files in the workshop are retained.

Do not make anything accessible via a preview or a share link that must not become public — in particular no personal data of third parties, no credentials and no confidential documents. You are responsible for content you make accessible via a preview.

3.7 Operating your Mac

With the Nema Crew app for Mac, you can allow an agent to operate your Mac. How many Macs you can connect depends on the highest limit from your own plan and your seats in organisations; the app shows it. This happens only if you switch it on on the device and enable it for the agent:

For each agent you choose Off, View only (screenshots, windows, controls) or Operate (additionally mouse, keyboard, files and commands on the command line).
On the Mac, you specify what you must confirm: everything, only risky steps (default: typing, keyboard, writing and deleting files, commands) or nothing. A prompt you do not answer within 90 seconds counts as declined.
Screenshots are transmitted to our servers and to the runtime's language model without pseudonymisation. Everything visible on the screen at that moment is also seen by the model.

What an agent does on your Mac has the same effect as your own actions. If you set "confirm nothing", you give up the final control. Use the function only on devices you are entitled to use.

3.8 Mailbox for agents and AI notice

You can assign an agent its own email mailbox by storing the credentials of a mailbox (IMAP/SMTP) that you are entitled to use. We store them encrypted. The agent reads incoming emails and can reply.

By default, the agent only creates an email as a draft for approval; it is sent only when you agree. You can allow an agent to send on its own. Emails are then sent without your review, and you bear the same responsibility for them as for your own emails, in particular under the rules against unsolicited advertising (Section 7 German Act against Unfair Competition (UWG)).

Emails that an agent sends via its mailbox — including drafts that you approve — carry, below the agent's text, the visible notice "This message was created with the help of AI (Nema Crew)." (in German in German-language emails). The notice cannot be switched off; if it is missing, we add it again when sending. In this way, we inform recipients that they are dealing with an AI system (Art. 50(1) Regulation (EU) 2024/1689).

Emails that an agent sends via a connected account (such as Gmail or Outlook, Section 3.9) do not carry this notice. Whether and how you inform recipients there about the use of AI is up to you (Annex 2, Section 2).

3.9 Modules and connected accounts

You can connect your own accounts with third-party services, such as GitHub, GitLab, Slack, Microsoft Teams, Notion, Gmail, Outlook, Google Calendar, Microsoft Calendar, Google Drive, Salesforce, App Store Connect, Sentry, Freshdesk or DHL, and use tools such as a browser and Xcode. The list in the app is authoritative.

The Nema Services then act in your name and with the rights you have granted. What an agent does in the connected account has the same effect towards the service as your own actions.
The service's terms apply to the service. You are responsible for being entitled to connect it — for example in the case of an account of your employer.
You can disconnect any connection at any time. In organisations, Admins can specify whether events from a module may trigger agents automatically.

3.10 Your own MCP servers

You can connect agents to your own MCP servers, including with sign-in via OAuth. An MCP server is a service of a third party or of yourself; we do not operate it and do not check it. What an agent sends to an MCP server goes there in plain text, without pseudonymisation and without field masks. Only connect servers you trust with this content.

3.11 Pseudonymisation and field masks

In organisations, Admins and Owners can switch on pseudonymisation. The Nema Services then replace terms from a list maintained by the organisation itself — names, companies, customers, products, places — with placeholders before a request goes to the language model, and translate the response back. Pseudonymisation is switched off until the organisation switches it on.

It is a protective measure with limits, not anonymisation:

Only what is literally on the list is replaced. Names are not recognised automatically.
In particular, the following are not replaced: images, files and screenshots, input to your own MCP servers and to other tools outside the Nema Services, auxiliary calls by Codex and sign-in with third-party providers.
Replacement only takes effect towards the language model. What an agent writes in a connected account contains the real terms again.

Independently of this, Admins can set field masks for events from modules: individual fields — such as sender or phone number — are hidden or replaced by an identifier before the agent sees them.

The Privacy Policy describes in detail what happens and where the limits lie. We do not warrant that a language model cannot draw conclusions about individuals.

3.12 Availability

We strive for high availability but do not owe any particular rate. We announce maintenance where possible. Your statutory rights in the event of defects remain unaffected (Section 10).

3.13 Changes to the service

We continue to develop the Nema Services. We may change the service if there is a valid reason — such as new legal requirements, security, the discontinuation or change of a third-party service used, or technical progress — and no additional costs arise for you.

If a change impairs your access or usability more than insignificantly, we will inform you clearly and comprehensibly in text form at least 30 days in advance. Consumers may then terminate the contract free of charge within 30 days of receiving the information or of the change — whichever is later (Section 327r BGB). We refund any remuneration already paid for the period thereafter on a pro rata basis.

3.14 Change of providers processing your content

For the Nema runtime and other AI functions, we use an intermediary service for model interfaces and the operators of the models, which we specify for each request. We may change both — because a model is discontinued, a better one becomes available or a provider changes its terms. The providers we use are listed at crew.nema.im/legal/subprocessors.

We enter a change of provider, or a new provider, that processes your content in the list of providers at least 30 days before the switch and notify you of it by email to the address of your account. The notification names the provider, its country of establishment and, if it processes outside the EU and the EEA, the basis for the transfer.

You may object to the change within these 30 days. If we do not reach agreement, you may terminate the contract extraordinarily with effect from the time of the switch and receive a pro rata refund of remuneration already paid for the period thereafter (Section 5.4). This applies equally to consumers and businesses; if the change impairs the service more than insignificantly, Section 3.13 additionally applies to consumers. No one has a right to continue using the Nema Services with the previous provider.

This Section does not apply to the Claude Code and Codex runtimes: you choose their providers yourself.

4. Plans, prices and payment

4.1 Plans

There is the free plan Free and the paid plans Solo, Team and Business, each with monthly or annual payment. With a paid plan you can book add-on packages (such as additional seats, agents, mailboxes, previews or storage for attachments) and buy credit packages at any time.

What a plan and a package include and what they cost is shown in the app under "Subscription" and in the order process at the time of your order. This information becomes part of the contract upon ordering.

The Free plan includes one agent with the Nema runtime and a small weekly allowance whose scope the app shows. You can connect modules, and the agent may also act on its own (Section 3.2); the app points out that the allowance is used up quickly in this way. Not included are the workshop, previews, the Claude Code and Codex runtimes and a mailbox for agents. There is no entitlement to the continued existence of the Free plan or its scope; we announce changes in accordance with Section 3.13.

4.2 Prices and VAT

The prices stated are net prices plus statutory VAT.

Before your first order, we ask for your billing details in the app: country, whether you order privately or as a business, name or company, address and, where applicable, your VAT or tax identification number. VAT is determined accordingly; the app shows the amount you pay before you order.

Germany: plus 19% VAT, for consumers and businesses.
Consumers in other EU member states and businesses there without a valid VAT ID: plus 19% German VAT. If the applicable rate changes because the statutory turnover threshold for supplies to consumers in other EU states is exceeded, the rate of your state applies; we show you this before the next payment.
Businesses in another EU member state with a valid VAT ID: we check the number with the European Commission's confirmation procedure (VIES) and invoice without VAT; you as the recipient of the service owe the tax (reverse charge procedure). If the number is not valid or cannot be checked, the previous point applies or we ask you to try again later.
Outside the EU: without German VAT, because the service is not taxable in Germany. Any taxes of your state are borne by you.
United Kingdom and India: If you are established or resident there, paid plans, add-on packages and credit packages can only be booked by businesses that provide a tax identification number valid there.

4.3 Weekly allowance

The scope of the Nema runtime is limited per plan. Each plan includes a fixed number of credits per month, which the app states for the plan. How many credits a request consumes depends on its length, the conversation history sent with it and the response.

Of this, one quarter is available per week, calculated over the respective last 7 days: what you have used becomes available to you again 7 days later. The check takes place before each request to the model. A request that has started is completed even if it exceeds the allowance; the part above it does not count towards the allowance of the following days. Once the allowance is reached, further requests consume your credit packages (Section 4.4). If you have none, the Nema runtime is unavailable until allowance becomes free again; the app shows when that will be. All other functions remain usable: sign-in, access to stored content, export. Reaching the allowance is not a defect; the agreed scope has then been provided.

Model calls of the Claude Code and Codex runtimes do not count against the allowance and do not consume credits; the limits of your subscription with the third-party provider apply to them.

4.4 Credits

You buy credits in packages in advance. They apply only to the Nema runtime, not to Claude Code, Codex or other services, and are consumed only once your weekly allowance is exhausted. What a package pays for does not take up the weekly allowance. No more than the existing balance is ever consumed: if a request that has started exceeds the remaining balance, it is completed and we do not charge the shortfall. Credits do not expire as long as your account exists. They are not transferable and are not paid out. If you delete your account yourself, unused credits lapse without compensation (Section 5.2). If we terminate the contract without there being an important reason relating to you, we refund the value of unused credits.

4.5 Trial period

After registering, you can test the Nema Services free of charge for 14 days, with the limits of the Solo plan but with up to three persons in an organisation; the app shows the exact limits. The trial period is available once per person, counted from registration:

Organisations that you create during this time share the trial period until the same date.
Organisations that you create afterwards start on the Free plan without a trial period.
Anyone invited to an organisation uses that organisation's trial period or plan there.

The trial period ends by itself. It does not automatically convert into a paid plan — for that, you must order a plan (Section 2.2). After that, the Free plan applies (Section 4.7).

4.6 Payment

Remuneration for a plan and add-on packages is due in advance for the respective billing period; the price of a credit package is due upon ordering. Payment is processed by a payment service provider; your card details do not reach our servers. We provide invoices electronically.

4.7 Switch to the Free plan

The Free plan (Section 4.1) applies to your account or your organisation if

the trial period has expired and no plan has been booked,
a plan ends through cancellation (Section 5.2), or
a payment due for a plan fails and is not settled within 7 days. Until then, the plan remains usable. The subscription continues to exist even afterwards; if the payment succeeds later, the plan applies again immediately.

What is retained: account, agents, channels, history and memories. One agent with the Nema runtime continues to work, initially the one used most recently; further agents remain set up but are paused until you book a plan again. An existing mailbox of an agent remains set up but is no longer retrieved; running previews are stopped. Existing members of an organisation remain members; new ones cannot be invited. The app shows further limits of the Free plan. Sign-in, access to stored content and export remain possible.

Workshop: This concerns the workshop of the context whose plan ends — for the personal plan your personal workshop, for an organisation's plan the members' workshops in that organisation. We keep their data storage and the histories of Claude Code and Codex in that context for a further 30 days from the switch. During this time the workshop cannot be used, but its files can be downloaded. We send reminders 7, 3 and 1 day before deletion by email; the app shows the remaining days. If a plan is booked again within the 30 days, the workshop is restored in full; otherwise we delete it permanently afterwards. Workshops in other contexts with a plan, a trial period or an internal plan are not affected.

Inactivity: If you do not use an account on the Free plan for 90 days — what counts is the last use with your sign-in, for example in an app, not just signing in itself —, we delete the account. 14 days beforehand, we write to you by email and point out the export; without this email we do not delete. If you sign in during this time, the account remains. We do not delete accounts that use a booked plan or the trial period, themselves or via an organisation, because of inactivity.

If you are a consumer, after the end of a paid plan we will, at your request, make available to you the content that you provided or created when using the services, free of charge, without hindrance, within a reasonable period and in a commonly used, machine-readable format (Section 327p(3) BGB). If you request this within the 30 days, we delete the workshop only after we have made it available to you. Your right to data portability (Art. 20 GDPR) remains unaffected.

Statutory claims for default and the right to extraordinary termination (Section 5.3) remain unaffected.

5. Contract term and termination

5.1 Contract term

The usage agreement runs for an indefinite period. You book a paid plan monthly or annually; it renews for the booked period at a time unless it is cancelled at the end of the current period. With annual payment, you pay the annual price shown in the app in advance. There is no minimum term beyond the booked period. Add-on packages run with the plan for which they are booked. If the plan ends or the Free plan applies, add-on packages end at the end of their paid period, without refund and without further invoices. If you switch to a plan for which a package does not apply, we cancel it at the end of its period or remove it from the next invoice, likewise without refund. If you book a matching plan again before then, we reverse such a cancellation.

Consumers can cancel an annually booked plan, after it has renewed for the first time, at any time with one month's notice from receipt of the cancellation, at most until the end of the current period, by the same means as in Section 5.2; we refund remuneration paid in advance for the time after the end on a pro rata basis (Section 309 No. 9 BGB).

5.2 Ordinary termination

You can cancel a plan at any time with effect from the end of the current period, without giving reasons:

in the app for Mac under "Abo" (subscription) (in an organisation as Admin or Owner),
via the button "Verträge hier kündigen" (cancel contracts here) in the app and on crew.nema.im at crew.nema.im/legal/cancel; this page can be reached without signing in and accepts ordinary and extraordinary cancellations, or
by email to leonardo@nema.im.

We confirm a cancellation via the button or by email without undue delay by email, stating the time at which the plan ends. Until then, the plan remains usable; there is no pro rata refund for the current period in the case of ordinary cancellation. After that, the Free plan applies to the account or organisation (Section 4.7).

You can delete your account yourself at any time. This ends the usage agreement immediately. A running plan for your account and for organisations of which you are the only member is ended immediately with the payment service provider; if that fails, we do not delete the account and tell you so. Remuneration already paid for the remaining period and unused credits are not refunded if you delete the account yourself. If you still want to use paid time, cancel the plan with effect from the end of the period and delete the account afterwards.

We may terminate the usage agreement with one month's notice, in the case of a paid plan with effect from the end of a billing period. If we terminate without there being an important reason relating to you, we refund remuneration already paid for the period after the end of the contract on a pro rata basis, as well as the value of unused credits.

5.3 Extraordinary termination by us

We may terminate without notice for good cause, in particular in the event of a serious violation of these Terms or the Acceptable Use Policy (Annex 2), or one continued despite a warning, in the event of payment default amounting to at least two months' remuneration, or in the event of a significant threat to our systems or third parties.

5.4 Extraordinary termination by you

You may terminate extraordinarily if

we change these Terms and you do not agree (Section 14),
you object to a change of a provider that processes your content (Section 3.14), or
we change the service in an impairing manner under Section 3.13.

In these cases we refund remuneration already paid for the unused time on a pro rata basis. Your statutory right to terminate for good cause remains unaffected.

5.5 Consequences of termination

If you delete your account yourself, the associated data is removed immediately; restoration is not possible afterwards. Before deletion, we show you what will be deleted and offer you the export; to confirm, you enter your email address. If you are the only Owner of an organisation with other members, you must first transfer the role or delete the organisation.

Export: In the settings you can request an export at any time — even without a booked plan. You receive by email a link to a ZIP file with your account, agent, channel and chat data, memories and attachments in machine-readable form (JSON); the link is valid for 7 days. You download a workshop's data storage separately as an archive, one per context; the archive of the workshop in an organisation only while you are a member (Section 3.5).

If we terminate the usage agreement (Section 5.2), you can continue to access and export your data until the termination takes effect. If we terminate without notice (Section 5.3), we delete your data no earlier than 30 days after the termination; if you request their release by email within this time, we make your data available to you in a common, machine-readable format before deletion. Section 4.7 on making content available under Section 327p BGB applies accordingly.

In all cases, all your workshops and their data storage are removed, share links expire, and your agents' SSH keys are revoked at the services where we stored them. Your accounts at Anthropic, OpenAI and other third-party providers remain; you disconnect connections to them there yourself if necessary. Statutory retention obligations remain unaffected.

6. Rights to the Nema Services, to your content and to results

6.1 Your right to use the Nema Services

For the duration of the contract, you receive a simple, non-transferable right to use the Nema Services in accordance with these Terms. All rights to the software remain with us. Acts permitted by law (Sections 69d, 69e German Copyright Act (UrhG)) remain unaffected.

6.2 Your content and the results

Your content remains yours. What is created with the help of the Nema Services — texts, images, code, documents, analyses — belongs to you. We claim no rights to it. To the extent that we should have rights to it, we grant them to you without restriction in time, territory and content, exclusively and transferably, and waive asserting them against you. You may use results freely, including commercially.

Two limits are beyond our control:

Whether a result is protected by copyright is decided by the law. A work requires a personal intellectual creation (Section 2(2) UrhG); a purely machine-generated result generally does not meet this requirement.
We do not warrant that a result is free of third-party rights. A model may produce something similar to protected content. You check whether you may use a result.

For results of the Claude Code and Codex runtimes, the terms of the respective provider additionally apply.

6.3 What you permit us to do

So that we can provide the Nema Services at all, you grant us a simple, non-transferable right limited to the provision of the service to store, reproduce and technically convert your content and the results, to transmit them to the service providers we use and to the third-party providers you have chosen, and to present them to the language model as context.

The right applies only insofar as it is necessary for operation, display, search, export and security. It ends with the deletion of the content or the account, at the latest at the end of the contract. It does not include use for advertising or public relations, not even in anonymised form, and not disclosure to third parties for their own purposes.

7. Your obligations

You undertake

to keep your credentials and those of your agents secret and to inform us without delay of any suspected misuse,
to connect to the Nema Services only accounts, mailboxes, devices and servers you are entitled to use,
to comply with the Acceptable Use Policy in Annex 2; it forms part of these Terms,
to back up content you must not lose yourself.

8. Responsibility for agents

Agents act according to your instructions and with the rights you give them. What an agent does in your name — sends an email, changes code, creates an entry in another system, operates your Mac — is your action towards third parties.

You are therefore responsible for

deliberately setting up permissions, modules, mailboxes, MCP servers, the workshop and Mac operation for each agent,
reviewing your agents' work at reasonable intervals and having consequential steps approved,
stopping an agent if it behaves differently than intended.

In an organisation whose Admin has confirmed the Claude Code and Codex runtimes under Section 3.4, the organisation is responsible for the transfer of its content to Anthropic or OpenAI and the processing there being lawful.

We are liable for our own software errors in accordance with Section 10. That a language model interprets an instruction differently than intended is not in itself a software error but a characteristic of such models, to which we hereby draw attention.

You decide on the use of agents for decisions about people — such as job applications, loans, dismissals — and bear the legal obligations attached to them (Annex 2, Section 3).

9. Suspension in the event of misuse

If you violate Section 7 or the Acceptable Use Policy, we may — graduated according to severity and urgency —

remove individual content, switch off a preview or a share link,
pause an agent, deactivate a connection or a mailbox of an agent, stop the workshop,
temporarily suspend the account.

We choose the mildest measure that stops the violation, inform you of the measure and the reason — in case of imminent danger without delay afterwards — and lift it as soon as the reason ceases to exist. You may comment. Access to your data and export remain possible during a suspension, unless the danger stems precisely from this. If you are not responsible for the suspension, we refund the remuneration for its duration on a pro rata basis.

10. Defects and liability

10.1 Defects

The statutory provisions apply to defects. Towards consumers, these are the rules on digital products (Sections 327 et seq. BGB). Towards businesses, the provisions of tenancy law apply accordingly, with strict liability for defects already present at the conclusion of the contract (Section 536a(1) alt. 1 BGB) being excluded.

Results of a language model may be incomplete or wrong. That a result is not accurate in content is not in itself a defect, as long as the software works as described.

10.2 Liability

We are liable without limitation

in the event of intent and gross negligence,
for damage resulting from injury to life, body or health,
under the German Product Liability Act and
insofar as we have given a guarantee.

In the case of simple negligence, we are liable only for the breach of an essential contractual obligation — an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance you may regularly rely, such as the obligation not to disclose your content without authorisation. Liability is then limited to the foreseeable damage typical for the contract at the time of its conclusion. Otherwise, liability for simple negligence is excluded.

For loss of data, in the case of simple negligence we are liable only for the effort that would have been necessary to restore it had you backed it up regularly and in a manner appropriate to its importance. Section 3.5 applies to the workshop.

These rules also apply to our vicarious agents.

10.3 Third-party services

For third-party services that you connect or choose yourself — modules, your own MCP servers, your Claude or ChatGPT subscription —, their terms apply. We are not liable for their availability, changes and actions. This applies in particular to the processing of your content by Anthropic and OpenAI in the Claude Code and Codex runtimes; in organisations, the organisation bears responsibility for this after the confirmation under Section 3.4. Our liability under Section 10.2 for our own errors, for example in the transmission via our proxy, remains unaffected.

11. Data protection and data processing

How we process personal data is described in the Privacy Policy at crew.nema.im/legal/privacy.

If you use the Nema Services as a business or in an organisation for data for which you are responsible, we process this data on your behalf. The Data Processing Agreement (DPA) at crew.nema.im/legal/dpa applies to this; it becomes part of the contract as soon as a business that has accepted these Terms creates an organisation or books for it. The service providers used are listed at crew.nema.im/legal/subprocessors.

12. Consumers: right of withdrawal

Consumers have a right of withdrawal. The details are set out in the withdrawal policy in Annex 1.

If you, as a consumer, requested that we begin before the withdrawal period expires (Section 2.2) and you withdraw, you pay a proportionate compensation for what has been provided until then:

Plan and add-on packages: according to the time of the paid period that has elapsed until receipt of the withdrawal, in proportion to the whole period;
Credit packages: according to the share of the package's credits used until receipt of the withdrawal.

We refund the rest. The right of withdrawal expires once performance has been completed in full — for a credit package, when all its credits have been used.

13. Dispute resolution

We are neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.

14. Changes to these Terms

14.1 Announcement

We may change these Terms for the future. We will notify you of a change at least 4 weeks before it takes effect by email. The notification names the changed sections, the reason and the time of entry into force.

A change applies only if you expressly agree to it. Your silence and your continued use do not count as consent.

14.3 If you do not agree

If you do not agree, either party may terminate the contract with effect from the time of entry into force. We refund remuneration already paid for the period thereafter on a pro rata basis (Section 5.4). Until then, the previous version applies.

14.4 This version

This Version 5 applies from 4 October 2026 to all contracts concluded from that day. Anyone who already had an account before then is asked in the app to agree to it; upon agreement it also applies to them, until then the version they agreed to. Sections 14.1 to 14.3 apply to later changes.

15. Applicable law and place of jurisdiction

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. If you are a consumer with habitual residence in another state, you retain the protection of the mandatory provisions of that state (Art. 6(2) Rome I Regulation).

If you are a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction is Cologne. Towards consumers, the statutory place of jurisdiction applies.

16. Final provisions

If a provision of these Terms is invalid, the remaining provisions remain valid. The statutory provision takes the place of the invalid provision (Section 306(2) BGB).

Address declarations to us at leonardo@nema.im or to the address in Section 1.1. Text form is sufficient.

Annex 1: Withdrawal policy for consumers

Right of withdrawal

You have the right to withdraw from this contract within fourteen days without giving any reason.

The withdrawal period is fourteen days from the day of the conclusion of the contract.

To exercise your right of withdrawal, you must inform us (Leonardo Antonio Carta, c/o Emperon Studio GmbH, Sachsenring 51a, 50677 Cologne, Germany, phone +49 221 27645575, email leonardo@nema.im) of your decision to withdraw from this contract by means of a clear statement (e.g. a letter sent by post or an email). You may use the attached model withdrawal form, but this is not mandatory. You can also declare your withdrawal via our withdrawal function: the button "Vertrag widerrufen" (withdraw from contract) in the app for Mac under "Abo" (subscription), as long as the withdrawal period is running, and the page crew.nema.im/legal/withdraw, which can be reached without signing in. We confirm receipt of your withdrawal to you by email without undue delay, with its content and the date and time of receipt.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal

If you withdraw from this contract, we shall reimburse to you all payments received from you without undue delay and in any event not later than fourteen days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

If you requested to begin the performance of services during the withdrawal period, you shall pay us an amount which is in proportion to what has been provided until you have communicated to us your withdrawal from this contract, in comparison with the full coverage of the contract.

Model withdrawal form

(Complete and return this form only if you wish to withdraw from the contract.)

To: Leonardo Antonio Carta, c/o Emperon Studio GmbH, Sachsenring 51a, 50677 Cologne, Germany, email: leonardo@nema.im

I/We () hereby give notice that I/We () withdraw from my/our () contract for the provision of the following service ():
Ordered on () / received on ():
Name of consumer(s):
Address of consumer(s):
Signature of consumer(s) (only if this form is notified on paper):
Date:

(*) Delete as appropriate.

Annex 2: Acceptable Use Policy for the Nema Services and agents

This policy forms part of the Terms. It applies to everything you yourself and your agents do with the Nema Services. An agent that violates it is treated as if you yourself had violated it.

1. Generally prohibited

The Nema Services must not be used to

violate laws or the rights of third parties, in particular copyright, trademark, personality and data protection rights,
create or distribute malware, intrude into other systems or circumvent security measures — not even "for testing" unless the operator has given permission,
overload or attack the Nema Services, our servers or third parties,
circumvent allowances, blocks or billing, or share an account with persons who do not belong to your organisation,
create or distribute content that sexualises children, incites violence, stirs up hatred against groups or threatens, exposes or harasses people.

2. What agents must not do

Unsolicited messages: Agents must not send advertising or mass messages to recipients who have not consented, nor emails with a forged sender (Section 7 UWG).
Deception about AI: Agents must not pretend to be a human. You must not design emails that an agent sends via a connected account in a way that deceives recipients about the use of AI (Terms Section 3.8). If you publish texts generated with the Nema Services in order to inform the public on matters of public interest, the labelling obligation for deployers under Art. 50(4) Regulation (EU) 2024/1689 applies to you.
Other people's accounts, devices, mailboxes: Only connect what belongs to you or what you have permission for. Agents must not collect third parties' credentials.
Prohibited third-party terms: Agents must not use connected services or your subscriptions with Anthropic and OpenAI contrary to their terms, for example to circumvent access limits or to make a subscription available to several people.
Mass scraping: Agents must not automatically read out websites or services contrary to their terms or technical blocks.

3. Decisions about people and high-risk use

Agents must not be used to make decisions without human review that produce legal effects concerning people or similarly significantly affect them (Art. 22 GDPR) — such as on job applications, dismissals, loans, insurance or access to services.

Anyone who uses the Nema Services for a purpose classified as high-risk by the AI Act (Annex III of Regulation (EU) 2024/1689) fulfils the resulting obligations themselves. The Nema Services are not designed for this.

4. Workshop and previews

The following is not permitted in the workshop: mining cryptocurrencies, operating public services for third parties (proxy, VPN, mail server, file storage), sending emails directly from the workshop, and attacks on other systems. No unlawful content, no phishing pages and no content infringing third-party rights may be made accessible via previews and share links.

5. Special data

You process health data, data on criminal offences and other special categories of personal data (Art. 9, 10 GDPR) as well as professional secrets (Section 203 German Criminal Code (StGB)) with the Nema Services only if you yourself have the legal basis for this and have taken into account the limits of pseudonymisation (Terms Section 3.11).

6. Consequences

In the event of violations, Section 9 (suspension) and Section 5.3 (termination) of the Terms apply. We receive reports of misuse at leonardo@nema.im.

General Terms and Conditions (Terms) for Nema Crew