Alpha Terms
Preamble
LILY Labs GmbH ("LILY Labs") is developing a distributed infrastructure solution under the name LILY. LILY comprises a command-line interface (CLI) with integrated compiler and local runtime environment, a web-based platform for visualising and managing deployments, and a server infrastructure for executing compiled applications (internally referred to as "Void").
LILY is in the alpha stage. LILY is made available exclusively for testing, evaluation and feedback purposes within the framework of a closed alpha programme (the "Alpha Programme"). The provision is free of charge. This is expressly not a market-ready product.
These Alpha Programme Terms of Use (the "Alpha Terms") govern participation in the Alpha Programme between LILY Labs and the participating person (the "User").
§ 1 Scope and Subject Matter
(1) These Alpha Terms apply exclusively to participation in the Alpha Programme and the use of LILY during its alpha phase. They supersede all prior agreements, commitments or representations between the parties with respect to the subject matter hereof.
(2) Deviating, conflicting or supplementary general terms and conditions of the User shall not become part of the agreement, even if known, unless their application is expressly agreed to in text form.
(3) LILY is directed at persons acting as developers, entrepreneurs, freelancers, or within the scope of their professional, commercial, self-employed or development activities. Use exclusively for private purposes is not intended. By registering, the User confirms that they are acting in this capacity.
(4) The Alpha Programme is limited to Users with residence or place of business within the European Union, the United Kingdom or Switzerland.
§ 2 Definitions
For the purposes of these Alpha Terms:
"LILY" means the distributed infrastructure solution offered under the name LILY as a whole, including CLI, Platform and Void.
"CLI" means the command-line interface provided by LILY Labs with integrated compiler and local runtime environment for compiling, locally executing and deploying applications.
"Platform" means the web-based application (dashboard) for visualising, monitoring and managing deployments and related status information.
"Void" means the server infrastructure operated by LILY Labs on which User Applications are executed after deployment.
"LILY Services" means all services provided by LILY Labs within the Alpha Programme, including CLI, Platform and Void.
"User Application" means the programs, applications or workloads compiled by the User using LILY and executed on the Void.
"Customer Data" means all data transmitted, processed or stored by the User or third parties via LILY, including source code, compiled artefacts, configuration data and application data.
"Telemetry Data" means technical usage and diagnostic data automatically collected by LILY, in particular performance metrics, error logs and aggregated usage statistics.
"Feedback" means all reports, suggestions, evaluations, improvement ideas or bug reports voluntarily or upon request submitted by the User regarding LILY.
"Alpha Phase" means the period during which LILY is made available under these Alpha Terms; any subsequent beta phase or general availability is subject to separate terms.
§ 3 Participation in the Alpha Programme / Access
(1) Participation in the Alpha Programme requires prior registration via the LILY Labs waitlist. By registering, the User makes a binding offer to participate and confirms the requirements of § 1 (3) and (4).
(2) There is no entitlement to admission to the Alpha Programme. LILY Labs selects participants at its reasonable discretion. Participation becomes effective upon receipt of a confirmation email from LILY Labs (invitation). Upon receipt of this email, the agreement to participate in the Alpha Programme under these Alpha Terms is concluded.
(3) LILY Labs may limit the number of participants. The Alpha Programme is currently limited to one hundred (100) participants. LILY Labs is entitled to adjust this cap at its reasonable discretion.
(4) The User shall ensure that their access credentials are kept confidential and are not passed on to third parties. The User is liable for any use via their account.
§ 4 Description of LILY Services
(1) The LILY Services in the alpha phase comprise: a CLI containing a compiler and local runtime environment enabling code to be compiled into the LILY-specific infrastructure format, executed locally and pushed to the Void; a web-based platform for monitoring deployments including status, log and lifecycle information; and the "Void" server infrastructure for executing User Applications deployed by the User.
(2) The scope of features, availability, performance and specific design of the LILY Services may change at any time and without notice during the alpha phase. The User has no entitlement to any specific scope of features.
(3) The LILY Services are operated exclusively in data centres within the European Union.
§ 5 License Grant
(1) For the duration of these Alpha Terms, LILY Labs grants the User a simple, non-exclusive, non-transferable, non-sublicensable, revocable at any time and territorially limited (EU, UK and Switzerland) right to use LILY exclusively for internal testing, evaluation and development purposes.
(2) The use of LILY for production workloads, business-critical processes, the processing of personal data of third parties or the provision of productive services to the User's end customers is expressly not permitted (see § 6).
(3) All rights not expressly granted remain with LILY Labs.
§ 6 Usage Restrictions / Acceptable Use
The User undertakes not to use LILY for the following purposes:
(a) Processing personal data of third parties, in particular special categories of personal data within the meaning of Art. 9 GDPR or data on criminal convictions and offences within the meaning of Art. 10 GDPR;
(b) Production operation of applications, business-critical workloads or services whose failure, malfunction or data loss could cause personal injury, financial loss or impairment to third parties;
(c) Processing data subject to professional or statutory confidentiality obligations, including health, banking, telecommunications, tax or defence secrets;
(d) Processing classified information;
(e) Unlawful, immoral or otherwise illegal purposes;
(f) Sending unsolicited messages (spam), distributing malware, conducting phishing, DDoS or other attacks, or activities that compromise the security or integrity of LILY or third parties;
(g) Reverse engineering, decompilation, disassembly or other attempts to reconstruct the source code or underlying architecture of LILY, except as mandatorily permitted by law;
(h) Circumventing technical protection, resource or security measures of LILY;
(i) Mining cryptocurrency or comparable resource-intensive computations without direct relation to the evaluation purpose;
(j) Commercial marketing, resale, rental or hosting of third-party applications for end customers.
(2) LILY Labs is entitled to immediately and without notice block access to LILY or terminate the contractual relationship pursuant to § 16 in the event of violations of these usage restrictions. Any claims for damages by LILY Labs remain unaffected.
§ 7 User Obligations
(1) The User is solely responsible for backing up their data. They must independently back up all Customer Data and configurations they rely on at regular intervals and retain them on their own systems prior to uploading to LILY. LILY Labs owes no data backup.
(2) The User bears responsibility for the lawfulness of the content and data processed by them via LILY, including obtaining any required consents and observing third-party intellectual property rights.
(3) The User must immediately report recognisable security vulnerabilities or malfunctions to LILY Labs (milan.wiedemann@lily.org) and must not disclose them publicly.
(4) The User cooperates to the extent necessary in remedying disruptions, in particular by providing relevant information for reproducing and narrowing down errors.
§ 8 Resource Limits
(1) Use of LILY is subject to technical resource limits per User. The specific limits, in particular regarding CPU time, memory (RAM), persistent storage, outbound data traffic (egress) and number of concurrent deployments, are published by LILY Labs in the documentation or dashboard.
(2) LILY Labs is entitled to adjust the limits at any time at its reasonable discretion. Adjustments will be communicated to the User in an appropriate manner (in particular by email or via the platform).
(3) If limits are exceeded, LILY Labs is entitled to throttle, pause or terminate the User's deployments. There is no entitlement to make up for lost availability.
§ 9 Telemetry and Feedback
(1) LILY automatically collects Telemetry Data for the purposes of product improvement, ensuring functionality, error analysis and further development. This includes in particular performance metrics, error logs, usage frequencies of individual functions and aggregated statistics. Where Telemetry Data is personal data, processing is carried out on the basis of Art. 6(1)(f) GDPR (legitimate interest in product improvement). The type, scope, purpose, legal basis and retention period of Telemetry Data collected are set out in detail in the Privacy Policy.
(2) The User is invited, but not obliged, to submit Feedback to LILY, for example through surveys, interviews or written communications.
(3) Where the User submits Feedback, they grant LILY Labs a free-of-charge, temporally and territorially unlimited, transferable, sublicensable and irrevocable simple right to exploit such Feedback in any known and unknown form of use, in particular to reproduce, edit, integrate into LILY and future products and exploit commercially. LILY Labs owes no remuneration. The User waives attribution rights to the extent legally permissible.
(4) The User warrants that the grant of rights pursuant to paragraph (3) does not infringe any third-party rights and that the submitted Feedback does not contain any confidential information of third parties.
§ 10 Intellectual Property
(1) All rights in LILY, including all components (CLI, compiler, runtime, Void, platform, documentation, associated trademarks, logos and designs), remain exclusively with LILY Labs or its licensors. These Alpha Terms do not transfer any rights in LILY to the User.
(2) The User retains all rights in their Customer Data and User Applications. LILY Labs receives in respect of Customer Data only those simple rights of use that are necessary for the provision of the contractual services (hosting, execution, monitoring, backup).
§ 11 Customer Data
(1) The User is solely responsible for the Customer Data they bring into LILY.
(2) LILY Labs processes Customer Data exclusively for the purpose of providing the LILY Services, error analysis, ensuring operational security and fulfilling legal obligations.
(3) Data backup by LILY Labs is not owed within the scope of the Alpha Programme. It is the User's responsibility to create their own backup copies.
§ 12 Data Protection
(1) Where LILY Labs processes personal data of the User itself (e.g. contact, account, telemetry and usage data), this is done in accordance with the LILY Labs Privacy Policy, available at lilylabs.io/legal/privacy.
(2) Where the User processes personal data of third parties in the course of using LILY, the parties shall conclude a separate data processing agreement pursuant to Art. 28 GDPR.
(3) Processing of special categories of personal data (Art. 9 GDPR) or data relating to criminal matters (Art. 10 GDPR) is expressly prohibited in the Alpha Programme (see § 6).
(4) Data protection enquiries should be addressed to: milan.wiedemann@lily.org
§ 13 Availability / No Service Level Agreement
(1) LILY is provided within the Alpha Programme "as is" and "as available".
(2) LILY Labs does not warrant any specific availability, performance, response times or functionalities. In particular, no service level agreement (SLA) is given. Maintenance work, outages, disruptions, feature changes or complete unavailability of LILY are expressly to be expected during the alpha phase.
(3) LILY Labs is entitled to modify, restrict, discontinue or replace individual features or LILY as a whole at any time. The User has no entitlement to the maintenance of any specific feature set.
§ 14 Warranty
(1) LILY is provided free of charge. Due to the gratuitous nature of the service, warranty is governed by the provisions on gifts or loan for use by analogy.
(2) LILY Labs gives no warranty as to the error-free operation, uninterrupted availability, security, completeness, currency or fitness of LILY for any particular purpose. No representations of a specific quality or guarantees are given, unless otherwise expressly agreed in text form in individual cases.
(3) LILY Labs is liable under warranty only for wilful misconduct and gross negligence and for fraudulently concealed defects. Otherwise § 15 (Liability) applies.
§ 15 Liability
(1) LILY Labs is liable without limitation for: wilful misconduct and gross negligence; damages arising from injury to life, body or health; claims under applicable product liability law; the extent of any guarantee expressly assumed by LILY Labs in text form; and fraudulently concealed defects.
(2) In cases of slightly negligent breach of material contractual obligations (cardinal obligations) whose fulfilment makes proper performance of the agreement possible in the first place and on whose observance the counterparty may regularly rely, LILY Labs's liability is limited in amount to the foreseeable, typically occurring damage at the time of conclusion of the agreement. Since LILY is provided free of charge, such damage is minimal. Liability is limited in this respect to a maximum amount of one thousand euros (EUR 1,000) per loss event and one thousand euros (EUR 1,000) per contract year in aggregate.
(3) Any further liability of LILY Labs is excluded, in particular for slightly negligently caused damages outside of cardinal obligations.
(4) In no event shall LILY Labs be liable for indirect damages, consequential damages, loss of profit, failure to achieve savings, business interruption losses, data loss or data recovery costs, reputational damage or third-party claims, except where liability is mandatory pursuant to paragraph (1).
(5) The limitations of liability also apply in favour of the legal representatives, employees, vicarious agents and subcontractors of LILY Labs.
(6) The User is obliged to take reasonable measures to avert and mitigate damage, in particular to ensure regular data backups (§ 7(1)).
§ 16 Term and Termination
(1) The contractual relationship commences upon receipt of the invitation email pursuant to § 3(2) and runs for an indefinite period, but at most until the official end of the alpha phase.
(2) Both parties may terminate the contractual relationship at any time and without giving reasons with immediate effect. Termination by the User is effected by declaration in text form to milan.wiedemann@lily.org or by deleting the account in the platform. Termination by LILY Labs is effected by declaration in text form or by blocking access.
(3) The right to extraordinary termination for good cause remains unaffected. Good cause exists for LILY Labs in particular in the event of a breach by the User of § 6 (Usage Restrictions) or repeated violations of these Alpha Terms.
(4) LILY Labs may terminate the Alpha Programme as a whole at any time. Notice will be given with reasonable advance notice where possible and not precluded by security or legal reasons.
§ 17 Consequences of Termination / Transition to Future Phases
(1) Upon termination of the contractual relationship or the Alpha Programme, the User's right to use LILY expires.
(2) LILY Labs is entitled to delete all Customer Data, User Applications, deployments and associated configurations stored on the Void. There is no obligation to hand over or migrate data. The User must independently back up their data in good time before the end of the contract.
(3) LILY Labs may at its reasonable discretion offer to transfer Customer Data or deployments to a potential beta phase or general availability phase. The User has no entitlement to such transfer, access to subsequent phases or conclusion of a follow-on agreement. Subsequent phases are subject to separate terms.
(4) §§ 9 (Telemetry and Feedback, regarding the granted feedback licence), 10 (Intellectual Property), 15 (Liability) and 19 (Final Provisions) survive termination.
§ 18 Amendments to Alpha Terms
(1) LILY Labs is entitled to amend these Alpha Terms with effect for the future where this is necessary for technical, economic, legal or regulatory reasons and does not unreasonably disadvantage the User.
(2) Amendments will be communicated to the User in text form (in particular by email to the registered address) at least fourteen (14) days before they take effect. If the User does not object within this period, the amendments are deemed accepted. The User will be separately informed of this legal consequence in the amendment notice.
(3) In the event of an objection, either party is entitled to terminate the contractual relationship pursuant to § 16.
§ 19 Final Provisions
(1) The laws of the Federal Republic of Germany apply, excluding the UN Convention on Contracts for the International Sale of Goods and conflict of law provisions.
(2) The exclusive place of jurisdiction for all disputes arising from or in connection with these Alpha Terms is the registered office of LILY Labs (currently Ludwigshafen am Rhein), provided the User is a merchant, legal entity under public law or a special fund under public law, or has no general place of jurisdiction in Germany. LILY Labs is entitled to also sue the User at their general place of jurisdiction.
(3) The contract language is English. Any translations into other languages serve informational purposes only; in case of discrepancies, the English version shall prevail.
(4) Assignments or other transfers by the User of rights under this agreement require the prior consent of LILY Labs in text form.
(5) Should individual provisions of these Alpha Terms be or become wholly or partly invalid, the validity of the remaining provisions shall not be affected. The parties undertake to replace an invalid provision with a valid one that comes closest to what was economically intended. The same applies to any gaps.
(6) Amendments and additions to these Alpha Terms require text form. This also applies to the cancellation or amendment of this text form clause.
Provider
LILY Labs GmbH
Maudacherstraße 45
67065 Ludwigshafen am Rhein
Germany
Commercial Register: Amtsgericht Ludwigshafen am Rhein, HRB 70791
Represented by: Milan Wiedemann (Chief Executive Officer)
Email: milan.wiedemann@lily.org