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Version 1.1 – Last Updated: 24 June 2026

These Terms govern your access to our Website, Platform and use of our Services. These Terms apply to any of our existing products, and all features we may add to our Service over time. If you do not agree with all or parts of these Terms, you must stop using the Platform, Website and Services. The Services are provided by Open Wonder GmbH, Waldemarstraße 38, 10999 Berlin, Germany, HRB 284087 B.

1. Definitions

1.1. "Agreement" means these Terms, including, if applicable, any Order Form.

1.2. "AI Act" means Regulation (EU) 2024/1689 of the European Parliament and of the Council of 13 June 2024 laying down harmonised rules on artificial intelligence.

1.3. "Authorized User(s)" means the Customer's authorized employees, contractors and representatives who are permitted to access and use the Platform and Services within the scope of the Customer's business activities and in accordance with these Terms.

1.4. "Confidential Information" means all information disclosed by or on behalf of one Party to the other Party, directly or indirectly, before or after the conclusion of this Agreement, whether in written, oral, electronic or other form, including proposal documents, business plans, technical data, know-how, pricing information, Customer Data and any other information designated as confidential or which, by its nature or the circumstances of disclosure, is reasonably recognisable as confidential.

1.5. "Customer" ("you", "your") means the legal entity or natural person acting in the exercise of its commercial or independent professional activity that enters into an Agreement with the Provider for access to and use of the Platform and Services.

1.6. "Customer Data" means any and all data, materials, content and information made available, submitted, uploaded or otherwise provided by or on behalf of the Customer through the Platform, including personal data, brand assets, logos, images, style guides, product-related information and other materials, including (a) information entered into the artificial intelligence ("AI") functionalities of the Platform ("Input"), (b) data collected or processed by the Provider on behalf of the Customer, (c) data supplied by the Customer for the purpose of using the Platform; and (d) any other content or materials provided by or on behalf of the Customer in connection with the Services. For the avoidance of doubt, "Customer Data" does not include Generated Content, feedback, survey responses or reports, analytics or other evaluative data generated by the Provider in connection with the operation or improvement of the Platform.

1.7. "Data Processing Agreement" or "DPA" means the data processing agreement entered into between the Provider and the Customer in accordance with Article 28 of Regulation (EU) 2016/679 (GDPR), as attached to or incorporated into the applicable Order Form.

1.8. "Defect(s)" means a material failure of the Platform to provide the contractually agreed functionalities, where the cause of such failure lies within the Provider's sphere of responsibility. Insignificant deviations, minor impairments or non-reproducible malfunctions shall not constitute a Defect.

1.9. "Force Majeure Event(s)" means any event or circumstance beyond a Party's reasonable control, including acts of God, war, armed conflict, terrorism, riot, civil commotion, fire, flood, earthquake, epidemic, pandemic, strikes, lock-outs, power failures, failures of telecommunications systems or networks, cyberattacks by third parties, and any other natural disaster or governmental action that prevents or delays performance.

1.10. "GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).

1.11. "Generated Content" or "Output" means any images, graphics, text, visual assets, campaign materials or other content created, produced or generated by or through the Platform using the Platform's generative AI functionalities in response to Customer Data or Input.

1.12. "Handover Point" means the router output of the Provider's data centre at which the Platform connects to the internet.

1.13. "Initial Term" means the initial contract term commencing on the Term Start Date as specified in the applicable Order Form.

1.14. "Intellectual Property" or "Intellectual Property Rights" means all: (a) trade secrets; (b) patents and patent applications; (c) trademarks and trademark applications; (d) service marks and service mark applications; (e) trade names; (f) Internet domain names; (g) copyrights and copyright applications; (h) moral rights; (i) database rights; (j) design rights; (k) rights in know-how; (l) rights in inventions (whether patentable or not); (m) renewals or extensions of subsections (a) through (l) of this definition; (n) goodwill associated with subsections (a) through (h) of this definition, and (o) all other equivalent rights anywhere in the world.

1.15. "Order Form" means an ordering document, statement of work, online order form or other agreement entered into or submitted between the Provider and the Customer, whether in written, electronic or online form, that references these Terms and specifies the Services to be provided, the applicable Subscription Fees, Subscription Term, and any other commercial terms agreed between the Parties, including any schedules, annexes or addenda attached thereto or expressly incorporated by reference.

1.16. "Party" or "Parties" means the Provider or the Customer, as the context requires, and "Parties" means both of them.

1.17. "Platform" means the Provider's proprietary web-based AI-powered software platform, currently available on the Website https://app.openwonder.com/, including all associated subdomains, browser extensions, mobile applications, application programming interfaces (APIs), documentation and user guides, as updated or modified by the Provider from time to time in accordance with these Terms. Unless otherwise specifically indicated, references to the Platform shall also include the Website. "Provider" ("our", "us", "we") means Open Wonder GmbH, Waldemarstraße 38, Entrance 2, 4th Floor, 10999 Berlin, Germany, HRB 284087 B, the developer of the Platform and provider of the Service.

1.18. "Renewal Term(s)" means each successive period for which the Agreement is automatically renewed.

1.19. "Service(s)" means the provision of software-as-a-service through the Platform, the browser extensions, all of them in their most recent version including standard, add-on, and custom features, technical support, onboarding, and any additional services as specified in the applicable Order Form.

1.20. "SLA" or "Service Level Agreement" means any service level agreement entered into between the Provider and the Customer setting out specific availability commitments, support response times, performance metrics and related remedies, as may be attached to or incorporated into the applicable Order Form.

1.21. "Subscription Fees" means the fees payable by the Customer for access to and use of the Platform (excluding the Website) and Services during the Subscription Term, as specified in the applicable Order Form.

1.22. "Subscription Term" means the Initial Term, or thereafter, any respective Renewal Term.

1.23. "Terms" means these Terms of Use, as amended from time to time in accordance with Section 21.

1.24. "Term Start Date" means the date on which the Subscription Term commences, as specified in the applicable Order Form.

1.25. "Website" means https://www.openwonder.com/.

2. General Provisions

2.1. These Terms govern all contractual relationships between the Provider and the Customer regarding the use of the Platform and Services.

2.2. The Platform is intended exclusively for business customers acting in the exercise of their commercial or independent professional activities. Consumers are excluded from using the Platform.

2.3. Any deviating, conflicting or additional terms and conditions of the Customer shall not apply unless expressly accepted by the Provider in writing.

2.4. The Agreement is concluded when (a) the Parties sign an Order Form or (b) if the Customer registers for or accesses the Platform online, upon the Customer's acceptance of these Terms during the registration or onboarding process and the Provider's activation of the Customer's account or provision of access to the Platform. In the event of any conflict between these Terms and an Order Form, the Order Form shall prevail to the extent of the conflict.

2.5. The application of Section 312i para. 1 nos. 1, 2 and 3 and Section 312i para. 1 sentence 2 of the German Civil Code (BGB), which provide for certain obligations of entrepreneurs in electronic commerce transactions, is hereby excluded.

3. Scope of Services

3.1. The Website is accessible free of charge to any Customer with an internet connection. All costs required to access the Website (e.g. hardware, internet connection) shall be borne by the Customer.

3.2. The Provider provides a Platform for the creation, generation, adaptation and management of visual content, including images, graphics, campaign assets and related media. The Platform enables Customers to create reproducible and scalable visual ecosystems through individually trained image styles, workflow-oriented generation processes and AI-supported content production.

3.3. The Provider provides its Customers with Services available on the Platform. The Platform is provided as a software-as-a-service (SaaS) solution accessible via the internet. The Platform shall be hosted, operated and maintained on infrastructure and servers utilized by the Provider or its designated hosting providers.

3.4. The Provider shall provide the Services at the Handover Point. The Platform may therefore be accessed and used via a web browser.

3.5. The exact scope of Services, including usage limits, features, plans and commercial conditions shall be specified in the applicable Order Form.

3.6. The Provider continuously develops and improves the Platform. The Provider may modify, update, replace or discontinue functionalities where reasonably necessary for technical, operational, legal or security reasons, provided that the essential functionality of the Platform is not materially reduced. Material changes to the Platform's functionality shall be communicated to the Customer with reasonable advance notice.

3.7. The Platform may contain open-source software components. The use of such components shall be governed exclusively by the applicable license terms of the respective open-source software components, as provided or referenced together with such components. In the event of any conflict or inconsistency between the license terms of the open-source software and the provisions of these Terms, the applicable open-source license terms shall prevail.

4. Accounts

4.1. The Customer may be required to create an account in order to access and use some or all of the Services. The Customer shall promptly update any account information if such information changes and shall use secure passwords for all accounts.

4.2. The Customer may permit access to the Platform only to its Authorized Users. The Customer shall keep its access credentials confidential and protect them against unauthorized access by third parties. The Customer shall be responsible for all activities carried out using its access credentials to the extent the Customer is responsible for the unauthorized use.

4.3. The Customer shall maintain the security of its account and shall promptly notify the Provider if it becomes aware of or suspects any unauthorized access to or use of its account.

5. License and Permitted Use

5.1. Subject to the Customer's compliance with these Terms and timely payment of the applicable Subscription Fees, the Provider grants the Customer, for the duration of the Agreement, a limited, worldwide, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform in its then-current version via a web browser and internet connection solely for the agreed business purposes and within the agreed scope of use. Any use of the Platform by or for third parties – including legally independent affiliated companies within the meaning of Section 15 of the German Stock Corporation Act (AktG) – shall require the Provider's prior written consent.

5.2. Unless expressly agreed otherwise, the license granted under these Terms does not permit the Customer to:

  • copy, modify or create derivative works of the Platform except as expressly permitted;
  • reverse engineer, decompile, disassemble or otherwise attempt to derive source code, models or underlying technologies;
  • scrape, harvest or systematically extract outputs, metadata or training information from the Platform;
  • use the Platform to develop competing products or services;
  • circumvent technical restrictions, security measures or access controls;
  • use the Platform for unlawful, discriminatory, defamatory, misleading or harmful purposes;
  • upload malicious code or harmful content; or
  • use the Platform in violation of Intellectual Property Rights or privacy rights of third parties.

5.3. Without prejudice to the Provider's other rights and remedies under these Terms, the Provider shall be entitled to temporarily or permanently suspend the Customer's account if there is a reasonable suspicion of a breach of these Terms, applicable law or third-party rights. A reasonable suspicion shall exist in particular where courts, governmental authorities or third parties provide the Provider with corresponding notices, complaints or indications of such violations. In cases of serious or repeated violations, the Provider may suspend the Customer's account without prior notice.

5.4. The Customer acknowledges that all exclusive rights to the Platform, the underlying technologies and the provided documentation are owned by and shall remain vested in the Provider. Nothing in these Terms shall be construed as granting or transferring to the Customer any rights to the Platform or any individual components thereof beyond the expressly granted rights of use. All rights not expressly granted under these Terms are reserved by the Provider.

6. Customer Data

6.1. The Customer retains all Intellectual Property Rights in and to the Customer Data. The Customer grants the Provider a non-exclusive, worldwide, royalty-free, transferable and sublicensable licence to access, use, reproduce, host, modify and process the Customer Data solely to the extent necessary to provide, operate, configure and adapt the Platform, including the training and customization of Customer-specific functionalities, and otherwise perform the Provider's obligations under these Terms.

6.2. The Customer represents and warrants that (a) it has all rights, licences and consents necessary to submit the Customer Data to the Platform and to grant the licence set out in Section 6.1 and (b) the Customer Data does not infringe the Intellectual Property Rights or other rights of any third party.

6.3. The Customer shall remain solely responsible for all Customer Data submitted, uploaded or otherwise made available through the Platform. The Customer shall refrain from submitting unnecessary personal data or highly sensitive information to the Platform. In particular, the Customer shall not upload or otherwise provide special categories of personal data within the meaning of Article 9 GDPR.

6.4. The Provider shall process and use Customer Data solely for the purposes expressly set out in Section 6.1 and as otherwise necessary to provide and operate the Platform and the agreed Services. In particular, the Provider shall not use Customer Data to train, retrain or improve the Platform, foundation models or any other AI models unrelated to the Customer's specific use of the Platform.

7. Generated Content

7.1. Subject to the Customer's compliance with these Terms and Sections 7.2 and 7.3, and as between the Customer and the Provider, the Provider assigns to the Customer all rights, title and interest it may have in and to Generated Content created specifically for the Customer through the Platform during the Subscription Term. The Customer shall be entitled to use, reproduce, modify, publish, distribute and otherwise exploit the Generated Content for any lawful purpose, including for commercial purposes.

7.2. Due to the inherent nature of generative AI and machine learning technologies, the Provider does not guarantee that any Generated Content will qualify for or be protected by Intellectual Property Rights under applicable law. The Customer acknowledges and agrees that:

  • Generated Content is produced by AI models and may be similar to content generated for other users of the Platform. The Provider does not guarantee the uniqueness or originality of any Generated Content;
  • the Provider does not warrant or represent that Generated Content is free from third-party Intellectual Property Rights. The Customer is solely responsible for reviewing Generated Content and ensuring that its use does not infringe the rights of any third party;
  • Generated Content may contain inaccuracies, artefacts, visual errors or other imperfections inherent to AI-generated outputs. The Customer is solely responsible for reviewing and approving Generated Content before any use and is responsible for verifying the accuracy and suitability of the Generated Content for the intended purpose;
  • the Provider retains the right to use Generated Content in anonymised and aggregated form for the purpose of improving the Platform's performance, quality and functionality, provided that such use does not identify the Customer or any individual. The Customer may opt out of this use by written notice to the Provider.

7.3. The Customer shall not use Generated Content:

  • in any manner that violates applicable law or regulation, including without limitation laws relating to intellectual property, personality rights, consumer protection and advertising standards;
  • to create misleading, deceptive or fraudulent materials; or
  • in any manner that infringes the rights of third parties.

8. Third-Party Materials

8.1. The Provider may, at its own discretion, engage subcontractors or third-party service providers for the provision of the Services. The Platform may rely on, integrate with or otherwise interoperate with third-party products, infrastructure, software, hosting services, communication technologies, AI models, APIs and other third-party services or materials (collectively, "Third-Party Materials"). The availability, functionality and performance of the Platform may therefore depend, in part, on such Third-Party Materials, which are outside the Provider's reasonable control. The Customer acknowledges that interruptions, errors, limitations or delays relating to Third-Party Materials may affect the availability or functionality of the Platform. The Provider shall not be responsible or liable for the availability, performance, accuracy or reliability of any Third-Party Materials or for any damages, losses or impairments arising from the Customer's use of or inability to use such Third-Party Materials.

8.2. The Customer shall not:

  • use or access Third-Party Materials or any outputs derived therefrom to develop, train, fine-tune, modify or improve products, services, AI systems or machine learning models that compete with such Third-Party Materials;
  • reproduce, redistribute, disclose or otherwise make available any training data, datasets or materials used in connection with Third-Party Materials, including images, videos, metadata or other components used for training artificial intelligence systems; or
  • intentionally generate or use content that substantially replicates or imitates original assets, datasets or protected materials used to train any AI models incorporated into the Third-Party Materials.

8.3. The Customer's access to and use of Third-Party Materials may be subject to additional third-party terms, conditions and policies, including applicable license terms, acceptable use policies and privacy policies of the respective third-party providers.

9. AI-Specific Provisions

9.1. The Customer acknowledges that the Platform employs generative AI models to produce Generated Content. The Provider does not guarantee that Generated Content will be accurate, complete, fit for any particular purpose or free from bias.

9.2. To the extent required by the AI Act or any other applicable law, the Customer shall be responsible for:

  • disclosing to relevant third parties or end users that content has been generated or substantially modified by an AI system, where such disclosure is required by law;
  • ensuring that Generated Content used in regulated contexts (such as advertising, consumer communications, financial, medical promotions) complies with applicable sector-specific requirements; and
  • maintaining records of its use of the Platform and Generated Content to the extent required by applicable law.

9.3. The Customer shall ensure that Generated Content is subject to appropriate review, validation and approval procedures prior to any commercial, public-facing or regulated use. The Customer shall further ensure that adequate human oversight is maintained in connection with the use of Generated Content, particularly where applicable law, including the AI Act, requires human review or oversight, or where such Generated Content may affect the rights, interests or decisions relating to natural persons.

10. Customer's Cooperation

The Customer shall ensure that all technical requirements necessary for accessing and using the Platform are met at its own responsibility, including, in particular, the availability of suitable end-user devices (e.g. PCs, tablets or smartphones), a stable internet connection and the use of current and supported browser versions. The provision, operation, maintenance and compatibility of the Customer's technical systems and infrastructure shall remain the sole responsibility of the Customer. An overview of the applicable technical and system requirements is set out in the applicable Order Form.

11. Audit Rights; Suspension

11.1. Where the Provider has reasonable grounds to suspect that the Customer is using the Platform in breach of these Terms, including in particular through misuse of the Platform or use exceeding the contractually agreed scope of use, the Provider may, upon reasonable prior notice, verify the Customer's compliance with the Agreement.

11.2. For this purpose, the Provider may request information regarding the nature and extent of the Customer's actual use of the Platform and require the Customer to provide appropriate supporting documentation, including user lists, access records or system logs. To the extent legally permissible and solely for the purpose of verifying contractual compliance, the Provider may also collect and evaluate usage data by automated means. The Customer shall reasonably cooperate with any such audit and provide the requested information within fourteen (14) days of the Provider's request.

11.3. If the audit reveals material excess usage or another material breach of the agreed usage scope, the Provider shall be entitled to retroactively invoice the corresponding fees based on the applicable pricing set out in the relevant Order Form, without prejudice to any further rights or remedies available to the Provider. The Customer shall only bear the reasonable costs of the audit if the audit confirms a culpable breach of the Agreement by the Customer.

11.4. The Provider may temporarily or permanently suspend the Customer's access to the Platform if (a) the Provider is entitled to terminate the Agreement for good cause, (b) the security or integrity of the Platform or the Customer's access credentials can no longer reasonably be assured, or (c) such suspension is required by applicable law, court order or governmental authority.

11.5. To the extent legally permissible and reasonably practicable, the Provider shall inform the Customer of any suspension without undue delay. Any suspension shall be lifted once the circumstances giving rise to the suspension no longer exist.

12. Support and Service Levels

12.1. The agreed availability applies exclusively to the Services at the Handover Point. The Customer shall be solely responsible for the internet connection between the Handover Point and the Customer's systems.

12.2. The Platform is provided subject to availability. The average availability of the Platform shall be 95%, calculated as a monthly average, unless otherwise expressly agreed in an applicable SLA.

12.3. The Provider may perform regular maintenance, security, update and optimization measures which may temporarily restrict or interrupt access to the Platform. Where reasonably practicable, the Provider shall notify the Customer of planned maintenance activities within a reasonable notice period and perform such activities outside normal business hours. Scheduled maintenance windows shall not be deemed downtime for the purposes of calculating availability.

12.4. The following periods shall also be excluded from the calculation of availability:

  • downtime caused by Force Majeure events, including strikes, natural disasters, epidemics, cyberattacks by third parties or disruptions of telecommunications networks;
  • suspensions or restrictions implemented by the Provider for security reasons, including denial-of-service attacks or critical vulnerabilities in third-party software for which no security patch is available;
  • failures or disruptions of Third-Party Materials, third-party software, third-party infrastructure, hosting providers or telecommunications services outside the Provider's reasonable control; and
  • downtime or impairments caused by improper use of the Platform or use in breach of the Agreement by the Customer.

12.5. The Provider shall maintain a support service for Customer inquiries relating to the Platform. Support requests may be submitted by email to support@openwonder.com. Requests shall generally be processed in the order in which they are received.

12.6. The Customer shall notify the Provider of any Defect without undue delay by email to support@openwonder.com, including a reasonably detailed description of the issue together with all relevant information required for assessment and remediation.

12.7. Unless otherwise expressly agreed in an applicable SLA, the Provider shall provide incident handling and Defect remediation services during its regular service hours, being Monday through Friday between 9:00 a.m. and 6:00 p.m. CET, excluding public holidays in Berlin, Germany. The Provider may, at its reasonable discretion, initially provide temporary workaround measures and subsequently implement updates, patches or modifications to address the underlying cause of the relevant Defect, provided that such approach does not unreasonably impair the Customer's use of the Platform.

13. Backups; Data Protection

13.1. The Provider shall perform regular backups of Customer Data stored on the Platform in order to mitigate the risk of data loss in the event of technical malfunctions or system failures.

13.2. The Customer shall remain responsible for the accuracy and completeness of its data as well as for maintaining its own backup copies of data stored locally or outside the Platform.

13.3. Each Party shall comply with applicable data protection laws, including the GDPR where applicable.

13.4. To the extent that the Provider processes personal data on behalf of the Customer in connection with the Platform, the Parties shall enter into a DPA in accordance with Article 28 GDPR, which shall be attached to or incorporated into the applicable Order Form. In the event of any conflict between these Terms and the DPA, the DPA shall prevail in respect of matters relating to the processing of personal data.

14. Fees and Payment

14.1. The Customer shall pay the Subscription Fees specified in the applicable Order Form in accordance with the payment terms set out therein.

14.2. Unless otherwise specified in the Order Form, the Subscription Fees for the applicable billing period shall be invoiced in full at the beginning of the respective Subscription Term.

14.3. All prices are stated exclusive of the applicable statutory value added tax (VAT).

15. Term and Renewal; Termination

15.1. The Subscription Term shall commence on the Term Start Date and shall continue for the Initial Term specified in the Order Form.

15.2. Unless otherwise agreed, subscriptions automatically renew for successive Renewal Terms of a duration as specified in the Order Form, unless terminated by either Party in accordance with the notice period set out in the applicable Order Form.

15.3. The right of either Party to terminate the Agreement for good cause shall remain unaffected.

15.4. Upon termination or expiration of the Agreement for any reason, the Customer's right to access and use the Platform shall cease immediately.

16. Warranties and Disclaimer

16.1. The warranty rights of the Customer shall be governed by the following provisions and, to the extent not otherwise regulated herein, by the applicable statutory warranty provisions.

16.2. During the Subscription Term, the Provider shall provide and maintain the Services in a condition that substantially conforms to the agreed Service description under this Agreement. With respect to updates, upgrades and new software versions, warranty claims shall be limited to the functionalities newly introduced or modified by the relevant update, upgrade or new version release compared to the immediately preceding version.

16.3. The Provider utilises all necessary means to procure the smooth running and quality assurance of the Services. The Provider shall provide its Services within the scope of the existing technical and operational possibilities. Services are provided "as is" and "as available". No other warranties are provided, unless otherwise stated in the Agreement. No specific features, functionalities, or performance characteristics of the Services are warranted unless expressly stated in other provisions of the Agreement. This applies in particular to the use of the AI functionalities of the Platform, for which the Provider provides no warranty or guarantee regarding the accuracy, completeness, or reliability of the Generated Content. Furthermore, the Provider does not warrant that the Customer's business expectations associated with the use of the Services will be achieved. Any technical data, specifications or performance descriptions contained in public statements, documentation, advertising materials or other communications shall not constitute agreed quality characteristics or guarantees.

16.4. The Provider does not provide any warranty regarding the functionality of the data connection between the Handover Point and the IT systems used by the Customer, nor regarding compatibility with the hardware or software used by the Customer outside the agreed system requirements.

17. Limitation of Liability

17.1. The Provider is liable without limitation:

  • in cases of intent or gross negligence,
  • for damages resulting from injury to life, body, or health,
  • under the German Product Liability Act (Produkthaftungsgesetz),
  • in the event of the assumption of a guarantee,
  • as well as in all other cases in which liability is mandatorily prescribed by law.

17.2. In cases of slight negligence, the Provider is only liable for breach of an essential contractual obligation (so-called cardinal obligation). Essential contractual obligations are those obligations which are essential for the proper fulfilment of the contract and on which the contracting parties may regularly rely. In the event of a slightly negligent breach of an essential contractual obligation, the Provider's liability shall be limited to the typical and foreseeable damage under the Agreement.

17.3. Liability for any other damages is excluded, including, without limitation: (a) data loss or hardware disruptions resulting from incompatibilities between the Customer's end devices, IT systems, hardware or software components and the Platform or any updated or modified hardware or software environment, (b) improper installation, configuration, operation or maintenance of the Platform by the Customer, (c) impairments resulting from the use of the Platform in an environment that does not comply with the applicable technical requirements or accompanying documentation; and (d) data loss resulting from the Customer's failure to carry out appropriate and regular data backups that would have enabled restoration of the lost data with reasonable effort.

17.4. Strict liability for initial Defects in the Platform or Service existing at the time of conclusion of the Agreement is excluded.

17.5. A Party will be excused from a delay in performing, or a failure to perform, its obligations under the Agreement to the extent such delay or failure is caused by Force Majeure Events. In such event, the performance times will be extended for a period of time equivalent to the time lost due to the Force Majeure Event.

17.6. The above limitations of liability also apply to the Provider's legal representatives and vicarious agents if claims are asserted directly against them.

18. Indemnification

The Customer shall indemnify, defend and hold harmless the Provider and its affiliates, directors, officers, employees and agents from and against any third-party claims, liabilities, damages, losses, costs and expenses (including reasonable legal fees) arising out of or in connection with (a) the Customer's breach of the Agreement or applicable law, (b) any claim by a third party alleging that Customer Data or Generated Content infringe on any third-party right, including Intellectual Property Rights or data privacy rights or laws, (c) the Customer's use, publication, distribution or commercialization of Generated Content, unless Customer is not responsible for the relevant violation or infringement.

19. Confidentiality

19.1. The Provider and the Customer shall keep Confidential Information strictly confidential for a period of five (5) years from the date of disclosure and shall neither record, disclose nor otherwise use such Confidential Information except to the extent necessary for the performance of the contractual relationship. Trade secrets and business secrets shall remain confidential for as long as they qualify as such under applicable law.

19.2. The confidentiality obligations under this Section shall not apply where the receiving Party can demonstrate that the relevant information:

  • was already lawfully known to the receiving Party prior to the commencement of the contractual relationship;
  • was publicly known or publicly accessible prior to the commencement of the contractual relationship;
  • becomes publicly known or accessible without fault of the receiving Party;
  • had to be disclosed pursuant to applicable law, court order or governmental authority, provided that the other Party is informed thereof without undue delay, to the extent legally permissible; or
  • has been expressly approved for disclosure in writing by the other Party.

The burden of proof regarding the applicability of any of the foregoing exceptions shall rest with the receiving Party.

19.3. The Provider and the Customer shall ensure that employees, subcontractors, advisors and other third parties involved in the performance of this Agreement are bound by confidentiality obligations no less protective than those set out herein. Such persons shall be prohibited from using, disclosing or unauthorizedly recording Confidential Information for a period of five (5) years after becoming aware thereof and shall protect trade secrets and business secrets for as long as such information qualifies as protected under applicable law.

20. Reference Rights

The Provider may identify the Customer as a customer and use the Customer's name and logo for reference purposes unless the Customer objects in writing.

21. Changes to These Terms

21.1. The Provider reserves the right to amend these Terms from time to time, including, without limitation, where such amendments are necessary to (a) reflect changes to the Services, business operations, products, functionalities, technologies or service offerings of the Provider, (b) comply with applicable legal, regulatory or security requirements; and/or (c) prevent misuse, security risks or other harmful activities. The Provider shall notify the Customer of any intended amendments in text form (e.g. by email) at least four (4) weeks prior to their effective date. Unless the Customer objects to the amendments in text form within such notice period, the amendments shall be deemed accepted by the Customer. If the Customer objects to the amendments, the Agreement shall continue under the existing terms. In such case, however, the Provider reserves the right to terminate the Agreement with effect from the date on which the proposed amendments would otherwise have become effective.

22. Final Provisions

22.1. These Terms together with the applicable Order Form constitute the entire Agreement between the Parties regarding the subject matter herein.

22.2. The assignment of claims arising from this Agreement by the Customer shall require the prior consent of the Provider.

22.3. Unless otherwise expressly provided herein, notices and declarations under this Agreement may be made in text form (Textform) within the meaning of Section 126b of the German Civil Code (BGB), including by email.

22.4. These Terms shall be governed by the laws of Germany excluding its conflict of laws principles and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

22.5. Exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms shall be Berlin, Germany.

22.6. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain unaffected.