These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", or "your") and MADEFUL GmbH, a company organized under the laws of the Federal Republic of Germany, with its registered office in Berlin ("MADEFUL", "we", "us", or "our"), governing your access to and use of On-Brand AI (the "Service").
The Service is designed exclusively for business customers (B2B). By accessing or using the Service, you represent and warrant that you are acting in a commercial or professional capacity and not as a consumer within the meaning of § 13 of the German Civil Code (Bürgerliches Gesetzbuch – BGB).
By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.
"Account" means the Customer's account for accessing and using the Service, created and provisioned by MADEFUL.
"Affiliate" means any legal entity that, directly or indirectly, controls, is controlled by, or is under common control with Customer, where "control" means the ownership of more than fifty percent (50%) of the voting equity interests or the power to direct the management or policies of such entity.
"AI Providers" means third-party artificial intelligence service providers whose models and APIs are utilized by the Service to generate Outputs, including but not limited to providers of large language models, image generation models, video generation models, audio generation models, and 3D generation models.
"Generation Credits" means the usage allowance allocated to Customer under their Subscription Plan, which is consumed when generating Outputs through the Service.
"Input" means any data, content, materials, prompts, instructions, files, or other information that Customer uploads, submits, or provides to the Service.
"Output" means any content generated by the Service in response to Customer's Input, including but not limited to text, images, graphics, documents, audio files, video files, and 3D files. Outputs are provided with a Watermark and serve as a preview only.
"Asset" means an Output to which Customer has applied a Claim, thereby removing the Watermark. Assets are made available to Customer for use in accordance with Section 6.3.
"Claim" means a usage entitlement allocated to Customer under their Subscription Plan. By applying a Claim to a specific Output, Customer converts such Output into an Asset and obtains the rights to use such Asset as set forth in Section 6.3. A Claim can only be applied once per Output, and the conversion of an Output into an Asset is final and irreversible. Claims are consumed on a per-Output basis and reset at the beginning of each Subscription period.
"Watermark" means a visible marking applied by MADEFUL to Outputs, indicating that such Output is a preview only and not licensed for use.
"Subscription Plan" means the specific service tier assigned to Customer, which determines the scope of access, Generation Credits, Claims, and applicable fees.
"Workflow" means the pre-configured or customized AI-powered processes within the Service that Customer can utilize to generate Outputs.
"User" means any individual authorized by Customer to access and use the Service through Customer's Account, including Managers and standard Users.
"Manager" means a User designated by Customer with administrative privileges, including the ability to invite or remove other Users and to access usage analytics for Customer's Account.
On-Brand AI is a workflow-based platform that enables Customers to create AI-generated content, including but not limited to visual assets (images, graphics), textual content, documents, 3D files, audio files, and video files. The Service integrates various AI Providers to deliver these capabilities through curated Workflows. The Service is intended exclusively for the generation of content related to Customer's own (or its Affiliates') brands, products, and services. Use of the Service for the benefit of third parties (e.g., agency or white-label use) is not permitted under the standard Subscription Plan and requires a separate written agreement with MADEFUL (see Section 5.4).
MADEFUL provides use case identification services and maintains expert oversight (AI Expert / Creative Director) in the design and curation of Workflows. However, Customer remains solely responsible for determining whether any particular Output is suitable for their intended purpose.
MADEFUL may modify, update, or discontinue any aspect of the Service, including available Workflows, AI Providers, features, or functionalities, where such modification is reasonable for Customer in light of MADEFUL's legitimate interests, including (i) technical or security developments, (ii) changes in the AI Providers used or their terms, (iii) regulatory or legal requirements, (iv) the addition of new features, or (v) the discontinuation of features that are no longer commercially viable. MADEFUL will use commercially reasonable efforts to provide at least thirty (30) days' advance notice of any material changes that adversely affect Customer's use of the Service. If a material change adversely affects Customer's use, Customer may terminate the Subscription with effect to the date such change becomes effective by giving written notice within thirty (30) days of receiving notice of the change.
Customer acknowledges that AI-generated content may be subject to disclosure, labeling, or transparency obligations under applicable law (including, without limitation, Article 50 of the EU AI Act). The Service may provide optional functionality to apply technical markers (e.g., C2PA metadata, IPTC fields, visible badges) to Assets at the time of download. The application of such markers, and the determination of which markers are required for any given use case, is solely Customer's responsibility. MADEFUL does not apply such markers automatically and does not warrant that any technical marker offered by the Service satisfies any specific legal disclosure obligation.
Access to the Service is by invitation only. MADEFUL creates and provisions Accounts for Customers. Customer does not have the ability to self-register for the Service. Upon account creation, Customer will receive access credentials via email to the address provided to MADEFUL.
Customer represents and warrants that: (a) all information provided to MADEFUL for account creation is truthful and accurate; (b) Customer has the legal authority to enter into these Terms; and (c) Customer will promptly notify MADEFUL of any changes to their contact information.
The Service uses passwordless authentication via a one-time password (OTP / authentication code) and/or a magic link sent to Customer's registered email address. Customer is responsible for maintaining the security and confidentiality of their email account and for all activities that occur under their Account. Customer must immediately notify MADEFUL of any unauthorized use of their Account.
By using the Service, Customer confirms that they are acting exclusively in a commercial or professional capacity. The Service is not intended for consumers, and consumer protection laws do not apply to these Terms.
(a) Customer may authorize an unlimited number of individual employees, contractors, or Affiliates' employees to access the Service as Users through Customer's Account, subject to any limits set forth in Customer's Subscription Plan.
(b) Users may be designated as Managers, who may additionally invite or remove other Users and access usage analytics relating to Customer's team.
(c) Customer is fully responsible for: (i) all acts and omissions of its Users (including Managers) as if they were Customer's own; (ii) ensuring that each User complies with these Terms; (iii) promptly revoking access of Users who no longer require it (e.g., upon termination of employment); and (iv) maintaining accurate, current records of authorized Users.
(d) Customer shall not share access credentials between Users. Each User must use their own login.
(e) Acceptance of these Terms by Customer is binding on all of its Users; individual Users are not required to separately accept these Terms.
Each Customer is assigned a Subscription Plan that specifies: (a) the monthly or annual subscription fee; (b) the number of Generation Credits included per Subscription period, which are consumed when generating Outputs; (c) the number of Claims included per Subscription period, which are consumed when Customer applies a Claim to an Output to convert it into an Asset; (d) the price per Asset for Claims exceeding the included allowance ("Price per Asset"); and (e) any additional features or limitations. The applicable Subscription Plan, pricing, and Price per Asset will be communicated to Customer upon account provisioning.
All fees are invoiced by MADEFUL in advance for the applicable Subscription period and are non-refundable except as expressly provided in these Terms or required by applicable law. Invoices are payable within fourteen (14) days of the invoice date, unless otherwise agreed in writing. In the event of late payment, statutory default interest applies (§§ 286, 288 BGB), and MADEFUL reserves the right to suspend the Service until full payment has been received. Customer agrees to pay all applicable fees in accordance with the payment terms specified at the time of account provisioning. MADEFUL may adjust pricing for future Subscription periods to reflect (i) increases in costs for AI Providers, hosting, or other third-party services used by MADEFUL to provide the Service, (ii) changes in applicable taxes or duties, (iii) general inflation in accordance with the German Consumer Price Index (Verbraucherpreisindex), or (iv) substantial enhancements to the Service. MADEFUL will provide Customer with at least sixty (60) days' written notice of any price adjustment. If the price adjustment exceeds ten percent (10%) compared to the previous Subscription period, Customer may terminate the Subscription with effect to the date the new pricing would become effective by giving written notice within thirty (30) days of receiving notice of the change.
Subscriptions automatically renew for successive periods of the same duration unless either party gives written notice of non-renewal at least three (3) months before the end of the then-current Subscription period. If timely notice of non-renewal is not provided, the Subscription will automatically renew for an additional period of the same duration. Notice of non-renewal must be sent in writing (email to the address set forth in Section 17.9 is sufficient).
Generation Credits and Claims do not roll over to subsequent Subscription periods unless otherwise specified in the applicable Subscription Plan. If Customer exceeds the included number of Claims within a Subscription period, Customer may continue to apply additional Claims; each such additional Claim will be charged at the Price per Asset set forth in Customer's Subscription Plan and invoiced together with the next regular invoice. MADEFUL may apply reasonable rate limits to prevent abuse.
Generation Credits are consumed at the time a generation request is initiated, regardless of the quality, content, or perceived suitability of the resulting Output. MADEFUL does not refund or replace Generation Credits in the event Customer is dissatisfied with an Output. In the event of a verifiable technical failure (e.g., a system error preventing any Output from being delivered), MADEFUL will, at its sole discretion and on a case-by-case basis, credit the affected Generation Credit back to Customer's Account.
Subject to Customer's compliance with these Terms and payment of all applicable fees, MADEFUL grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the Subscription period solely for Customer's internal business purposes.
Customer grants MADEFUL a limited, non-exclusive, worldwide, royalty-free license to use, process, store, and transmit Input solely for the purpose of providing the Service to Customer. This license terminates upon termination of Customer's Account, subject to any retention required by applicable law or these Terms.
Customer shall not, and shall not permit any third party to:
(a) sublicense, sell, resell, transfer, assign, or distribute the Service or access thereto;
(b) modify, adapt, or create derivative works based on the Service (excluding Outputs);
(c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Service;
(d) circumvent, disable, or interfere with any security, authentication, or rate-limiting features of the Service;
(e) use the Service to develop a competing product or service;
(f) use the Service in any manner that violates applicable laws or regulations;
(g) use the Service to generate content that infringes third-party intellectual property rights, is defamatory, obscene, illegal, or otherwise objectionable;
(h) use automated scripts, bots, or other means to access the Service in a manner that exceeds reasonable use or circumvents usage limits.
(i) use, download (other than for internal preview), publish, distribute, modify, or otherwise exploit any Output (i.e., any generated content that has not been converted into an Asset by applying a Claim), or remove, obscure, or alter the Watermark by any means other than applying a Claim through the Service.
The Service is licensed solely for the generation of content related to brands, products, and services owned, operated, or directly controlled by Customer or by Customer's Affiliates. Customer shall not use the Service to generate content:
(a) on behalf of third parties that are not Affiliates of Customer (including, without limitation, as a marketing or design agency for clients of Customer);
(b) for the benefit of any brand, product, or service that is not owned, operated, or directly controlled by Customer or its Affiliates;
(c) as a service offered to third parties on a paid or unpaid basis (e.g., generation-as-a-service, white-label use).
Customer may use Assets for the legitimate operation of its own (or its Affiliates') business, including for use by its marketing partners, distributors, retailers, or service providers, provided that the Assets relate to brands, products, or services covered by this Section 5.4. Use cases that exceed the scope of this Section 5.4 require a separate written agreement with MADEFUL.
The Service, including all software, technology, algorithms, Workflows, user interfaces, documentation, and all related intellectual property rights, is and shall remain the exclusive property of MADEFUL and its licensors. Nothing in these Terms transfers any ownership rights to Customer.
As between Customer and MADEFUL, Customer retains all rights, title, and interest in and to the Input. Customer represents and warrants that it has all necessary rights, licenses, and permissions to provide the Input to the Service and to grant the license set forth in Section 5.2.
(a) Outputs (Preview). Outputs are provided to Customer with a Watermark and solely for preview and evaluation purposes. Customer is not permitted to use, publish, distribute, or otherwise exploit Outputs that have not been converted into Assets.
(b) Grant of Rights in Assets. Subject to Customer's compliance with these Terms, payment of all applicable fees (including any Price per Asset for Claims exceeding the included allowance), and to the extent permitted by the applicable AI Providers' terms and conditions, upon Customer's application of a Claim, MADEFUL hereby assigns and transfers to Customer all rights, title, and interest that MADEFUL may have in and to the resulting Asset. Customer may use such Assets for any lawful commercial or non-commercial purpose. For the avoidance of doubt, no rights are granted in Outputs that have not been converted into Assets.
(c) Third-Party AI Provider Terms. Customer acknowledges that the Service utilizes AI Providers whose terms and conditions govern certain aspects of Asset usage. The rights granted to Customer in the Assets are subject to and limited by the terms of such AI Providers. MADEFUL makes commercially reasonable efforts to ensure that the AI Providers used grant rights that permit commercial use, but Customer is responsible for verifying compliance with any applicable AI Provider terms for their specific use case.
(d) No Exclusivity. Customer acknowledges and agrees that: (i) AI-generated content is probabilistic in nature; (ii) other users of the Service or the AI Providers may generate identical or substantially similar Outputs or Assets; (iii) MADEFUL does not guarantee that any Output or Asset will be unique; and (iv) MADEFUL cannot and does not represent that Outputs or Assets will not infringe the intellectual property rights of third parties.
(e) Copyright Disclaimer. Customer acknowledges that the copyright status of AI-generated content is subject to ongoing legal developments and may vary by jurisdiction. MADEFUL makes no representation or warranty regarding the copyrightability or intellectual property protection of Outputs or Assets. Customer assumes all risk associated with the copyright status of Outputs and Assets and their ability to protect or enforce any intellectual property rights therein.
If Customer provides any feedback, suggestions, ideas, or recommendations regarding the Service ("Feedback"), Customer hereby grants MADEFUL a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, modify, and incorporate such Feedback into the Service without any obligation to Customer.
Customer is solely responsible for all Input provided to the Service, including ensuring that such Input: (a) does not violate any applicable laws or regulations; (b) does not infringe the intellectual property rights, privacy rights, or other rights of any third party; (c) is not defamatory, obscene, illegal, or otherwise objectionable; and (d) does not contain any malware, viruses, or harmful code.
Customer shall not upload, submit, or otherwise provide to the Service any:
(a) personal data within the meaning of Article 4(1) of the General Data Protection Regulation (GDPR), unless Customer has obtained all necessary consents and has a lawful basis for such processing;
(b) special categories of personal data as defined in Article 9 GDPR (e.g., health data, biometric data, data revealing racial or ethnic origin);
(c) financial account information, payment card data, or other sensitive financial information;
(d) trade secrets or highly confidential business information that Customer is not authorized to share;
(e) any other information whose disclosure could result in harm to Customer or third parties.
MADEFUL assumes no liability for any sensitive data uploaded by Customer in violation of this Section 7.2. Customer shall indemnify and hold harmless MADEFUL from any claims arising from Customer's unauthorized submission of sensitive data.
Customer is solely responsible for reviewing, verifying, and validating all Outputs and Assets before use. Customer assumes full responsibility for: (a) determining whether any Output or Asset is suitable for Customer's intended purpose; (b) ensuring that the use of any Output or Asset complies with applicable laws and does not infringe third-party rights; and (c) any consequences arising from Customer's use, publication, or distribution of Outputs or Assets.
Customer shall comply with all applicable laws, regulations, and industry standards in connection with their use of the Service, including but not limited to intellectual property laws, data protection laws, export control laws, and advertising regulations.
The allocation of risk and responsibility under these Terms is fundamental to the commercial bargain between the parties and is reflected in the pricing of the Service. Customer expressly acknowledges and agrees that:
(a) Customer alone determines the purposes for which Outputs and Assets are used, and the contexts (commercial, editorial, internal, public-facing, regulated industries, etc.) in which they are deployed;
(b) Customer alone bears all risks arising from such use, including but not limited to legal risks (intellectual property, data protection, advertising and labeling regulations, sector-specific laws), reputational risks, ethical risks, and commercial risks;
(c) Customer is responsible for complying with all disclosure, labeling, and transparency obligations applicable to AI-generated content, including under the EU AI Act, Article 50, and any equivalent or successor obligations under applicable law;
(d) MADEFUL provides the Service as a tool only and does not endorse, validate, recommend, or warrant any specific use of any Output or Asset;
(e) No statement, recommendation, or guidance provided by MADEFUL (including, without limitation, in the user interface of the Service, in marketing materials, in support communications, or in Workflows) shall be construed as legal, regulatory, professional, or business advice, nor shall such statements give rise to any warranty or representation by MADEFUL;
(f) Customer shall implement appropriate internal review, approval, and compliance processes before using any Asset in any external-facing or commercially significant context.
Customer acknowledges and agrees that the Service integrates and relies upon various third-party AI Providers to generate Outputs. MADEFUL does not own, operate, or control the underlying AI models and systems provided by these AI Providers.
When Customer uses the Service, Input may be transmitted to AI Providers for processing. Such AI Providers may process, store, use, and — depending on the AI Provider and the applicable plan — potentially use Input and Output for the training, fine-tuning, or improvement of their AI models, in accordance with their own terms of service and privacy policies. MADEFUL uses commercially reasonable efforts to select AI Providers with appropriate data handling practices, but Customer acknowledges that MADEFUL does not control such AI Providers' data practices and cannot guarantee any specific data handling outcome. The current AI Providers used by the Service and links to their respective terms are made available to Customer upon request.
MADEFUL may add, remove, or replace AI Providers at any time without prior notice. Such changes may affect the availability, quality, or characteristics of certain Workflows or Outputs. MADEFUL shall not be liable for any changes made by AI Providers to their services, terms, or pricing.
MADEFUL does not warrant or guarantee the continued availability, accuracy, reliability, or performance of any AI Provider. Customer's use of the Service is subject to the terms, limitations, and restrictions imposed by the applicable AI Providers.
MADEFUL's collection, use, and processing of personal data in connection with the Service is governed by the MADEFUL Privacy Policy, which is incorporated into these Terms by reference. Customer agrees to review and comply with the Privacy Policy.
The Service is hosted on infrastructure located within the European Union. Customer acknowledges, however, that Input may be transmitted to AI Providers for processing, and that such AI Providers may process and store data in jurisdictions outside the European Economic Area.
If and to the extent Customer processes personal data through the Service and MADEFUL acts as a processor on Customer's behalf within the meaning of Article 28 GDPR, the parties shall enter into a Data Processing Agreement (Auftragsverarbeitungsvertrag – AVV) before such processing commences. MADEFUL provides a standard Data Processing Agreement that is deemed accepted by Customer upon written request and execution; the current version is available from MADEFUL upon request to the contact address set forth in Section 17.9. Customer represents and warrants that it does not upload personal data to the Service without first having a valid Data Processing Agreement in place. Customer's obligations under Section 7.2 (Sensitive Data Prohibition) remain unaffected.
MADEFUL retains Input and Assets for the duration of the Subscription period plus a reasonable period thereafter to enable Customer to access and download their data. Outputs (i.e., generated content with Watermark) are ephemeral and are not persistently stored by MADEFUL; Outputs that are not converted into Assets within the relevant session are no longer available thereafter. Following termination, MADEFUL will delete Customer's Input and Assets within thirty (30) days, unless retention is required by applicable law or Customer requests deletion sooner.
MADEFUL will use commercially reasonable efforts to make the Service available, but does not guarantee any specific level of uptime or availability. The Service is provided "as is" and "as available." Customer acknowledges that the Service may be subject to interruptions, including for maintenance, updates, or due to factors beyond MADEFUL's control (including outages of AI Providers or hosting infrastructure).
MADEFUL may perform scheduled or emergency maintenance that temporarily affects Service availability. MADEFUL will use reasonable efforts to provide advance notice of scheduled maintenance where practicable.
MADEFUL provides support through the channels communicated to Customer upon account provisioning. Support availability and response times may vary based on the Customer's Subscription Plan.
MADEFUL warrants that: (a) it has the right to grant the licenses and rights granted herein; and (b) the Service will perform substantially in accordance with any documentation provided by MADEFUL.
CUSTOMER ACKNOWLEDGES AND AGREES THAT:
(a) AI-generated Outputs are probabilistic in nature and may contain errors, inaccuracies, inconsistencies, or inappropriate content;
(b) MADEFUL does not warrant that any Output will be accurate, complete, fit for a particular purpose, or free from defects;
(c) MADEFUL does not warrant that any Output will be unique or will not infringe third-party rights;
(d) MADEFUL makes no representation regarding the copyrightability or intellectual property protection of Outputs;
(e) the availability, quality, and characteristics of Outputs may vary and are dependent on AI Providers over which MADEFUL has no control;
(f) Customer is solely responsible for reviewing and validating all Outputs before use.
(g) the use of Outputs and Assets is governed by the allocation of risk and responsibility set forth in Sections 7.5 and 13.3, which Customer has expressly accepted.
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 11.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MADEFUL DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT.
Nothing in these Terms shall limit or exclude MADEFUL's liability for: (a) death or personal injury caused by negligence; (b) intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit); (c) fraudulent misrepresentation; (d) any liability that cannot be limited or excluded under applicable law, including under the German Product Liability Act (Produkthaftungsgesetz); or (e) breach of any express guarantee (Garantie) given by MADEFUL.
In cases of slight negligence (leichte Fahrlässigkeit) in breach of essential contractual obligations (Kardinalpflichten), MADEFUL's liability shall be limited to the foreseeable, typically occurring damages. Essential contractual obligations are those whose fulfillment is necessary to achieve the purpose of the contract and on whose fulfillment Customer may regularly rely.
Subject to Sections 12.1 and 12.2, MADEFUL shall not be liable for: (a) indirect, incidental, special, consequential, or punitive damages; (b) loss of profits, revenue, business, or anticipated savings; (c) loss of data (provided that Customer is responsible for maintaining adequate back-ups of any data Customer has uploaded as Input or downloaded as Assets); or (d) any damages arising from reliance on Outputs or Assets or their use.
Subject to Sections 12.1 and 12.2, and only insofar as not prohibited by mandatory law, MADEFUL's total aggregate liability for any and all claims arising out of or in connection with these Terms shall not exceed the total fees paid by Customer to MADEFUL during the twelve (12) months immediately preceding the event giving rise to the claim. For the avoidance of doubt: (i) liability under Section 12.1 (i.e., for intent, gross negligence, personal injury, fraud, guarantees, and product liability) is not subject to this cap; (ii) liability under Section 12.2 for breach of essential contractual obligations in cases of slight negligence is limited to foreseeable, typically occurring damages and, in addition, shall not exceed the cap set forth in this Section 12.4.
The limitations and exclusions in this Section 12 reflect the allocation of risk between the parties and form an essential basis of the bargain between them. The fees charged by MADEFUL reflect this allocation of risk.
Customer shall indemnify, defend, and hold harmless MADEFUL and its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's breach of these Terms; (b) Customer's Input, including any claim that such Input infringes or violates the rights of any third party; (c) Customer's use, publication, or distribution of Outputs or Assets, including any claim that such use infringes or violates the rights of any third party; (d) Customer's violation of applicable laws or regulations; and (e) Customer's submission of sensitive data in violation of Section 7.2.
MADEFUL shall promptly notify Customer in writing of any claim for which indemnification is sought, provided that failure to provide such notice shall not relieve Customer of its indemnification obligations except to the extent Customer is materially prejudiced by such failure. Customer shall have sole control of the defense and settlement of any such claim, provided that Customer shall not settle any claim in a manner that adversely affects MADEFUL without MADEFUL's prior written consent.
MADEFUL does not provide any indemnification, defense, or hold-harmless obligation to Customer in connection with any third-party claim arising out of or related to (i) any Output or Asset, including claims of infringement of intellectual property rights (copyright, trademark, design, or patent rights), violation of rights of publicity, privacy, or personality rights, defamation, unfair competition, or any other claim; (ii) Customer's use, modification, publication, or distribution of any Output or Asset; or (iii) any decision, action, or omission by Customer based on or in reliance upon Outputs or Assets. Customer acknowledges that:
(a) AI-generated content carries inherent legal uncertainty, in particular with respect to the training data of the underlying AI models, the lack of established case law on copyright protection of AI-generated works, and evolving regulatory frameworks (including the EU AI Act);
(b) Customer is solely responsible for evaluating the legal, regulatory, ethical, and reputational suitability of any Asset for Customer's intended use, including, where appropriate, conducting reverse image searches, trademark clearance, prior-art searches, AI-content disclosure obligations under applicable law, and other due diligence Customer deems necessary;
(c) Any indemnification, IP warranty, "copyright shield," or similar protection offered by AI Providers (such as OpenAI, Anthropic, Google, Adobe, or others) directly to their own end users does not pass through to Customer via the Service unless expressly confirmed in writing by MADEFUL;
(d) Customer's sole recourse in the event of any third-party claim arising from an Output or Asset is limited to (i) any rights Customer may have directly against the relevant AI Provider under such AI Provider's own terms, where applicable, and (ii) the limitations and exclusions of liability set forth in Section 12.
Customer's indemnification obligations under Section 13.1 remain unaffected and apply in full.
"Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other party ("Recipient") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, pricing, technical data, and customer information.
Recipient shall: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only for purposes of exercising its rights or performing its obligations under these Terms; and (c) not disclose Confidential Information to any third party except as permitted herein.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Recipient; (b) was rightfully in Recipient's possession prior to disclosure; (c) is rightfully obtained by Recipient from a third party without restriction; or (d) is independently developed by Recipient without use of or reference to Discloser's Confidential Information. Recipient may disclose Confidential Information if required by law, provided that Recipient gives Discloser reasonable prior notice and cooperates in seeking protective treatment.
These Terms commence upon MADEFUL's provisioning of Customer's Account and continue until terminated in accordance with this Section 15.
Customer may terminate these Terms for convenience by providing written notice of non-renewal in accordance with Section 4.3 (i.e., at least three (3) months before the end of the then-current Subscription period). The right to terminate for cause (außerordentliche Kündigung aus wichtigem Grund) remains unaffected. No refunds will be provided for any unused portion of the Subscription period.
MADEFUL may terminate these Terms or suspend Customer's access to the Service: (a) immediately upon written notice if Customer breaches any material provision of these Terms; (b) immediately if Customer fails to pay any fees when due; (c) upon thirty (30) days' written notice for any reason or no reason; or (d) immediately if required by law or if MADEFUL ceases to offer the Service.
Upon termination: (a) all licenses granted to Customer hereunder shall immediately terminate; (b) Customer shall cease all use of the Service; (c) MADEFUL shall have no obligation to maintain or provide any Customer data, and may delete all Input and Assets within thirty (30) days; and (d) any outstanding fees shall become immediately due and payable.
The following Sections shall survive termination or expiration of these Terms: Section 1 (Definitions), Section 6 (Intellectual Property), Section 7 (Customer Responsibilities), Section 11 (Warranties and Disclaimers), Section 12 (Limitation of Liability), Section 13 (Indemnification), Section 14 (Confidentiality), Section 15.4 (Effect of Termination), Section 15.5 (Survival), and Section 16 (General Provisions).
MADEFUL reserves the right to modify these Terms at any time. MADEFUL will provide Customer with at least thirty (30) days' prior notice of any material changes by email to the address associated with Customer's Account. If Customer does not agree to the modified Terms, Customer may terminate these Terms by providing notice to MADEFUL within thirty (30) days of receiving notice of the changes. Customer's continued use of the Service after the effective date of the modified Terms constitutes acceptance of such changes.
These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its conflict of laws principles and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
The exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms shall be Berlin, Germany, to the extent permitted by applicable law.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be replaced by a valid provision that most closely reflects the parties' original intent.
These Terms, together with the Privacy Policy and any Data Processing Agreement entered into between the parties, constitute the entire agreement between Customer and MADEFUL with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether written or oral.
The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be made in writing or text form (§ 126b BGB) by an authorized representative of the waiving party.
Customer may not assign or transfer these Terms or any rights hereunder without MADEFUL's prior written consent. MADEFUL may assign these Terms to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Neither party shall be liable for any failure or delay in performing its obligations under these Terms due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation, fuel, energy, labor, or materials, or failures of AI Providers.
The parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
All notices under these Terms shall be in writing and shall be sent: (a) to Customer at the email address associated with Customer's Account; and (b) to MADEFUL at:
MADEFUL GmbH
Lychener Str. 11, 10437 Berlin
Email: hello[at]madeful.com
The Parties have expressly agreed that English shall be the contract language and the language of all communications under these Terms. Customer confirms that it has sufficient command of the English language to fully understand these Terms. In the event of any conflict between the English version and any translation, the English version shall prevail.
Any amendments, modifications, or supplements to these Terms (including any waiver of rights, side agreements, or assurances) must be made in writing or text form (Textform within the meaning of § 126b BGB, including email) to be effective. This written form requirement may itself only be waived in writing or text form. Verbal or informal commitments by employees, contractors, or representatives of MADEFUL that are not confirmed in writing or text form by an authorized representative of MADEFUL are not binding on MADEFUL.
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By using the Service, Customer acknowledges that they have read, understood, and agree to be bound by these Terms of Service.
Last updated: 01.05.2026