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Developer Terms of Service

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Black Forest Labs

Developer Terms of Service

Last Updated: May 29, 2025

Welcome to Black Forest Labs — we love creativity and we’re excited you’re interested in using our products! These Developer Terms of Service (“Developer Terms”) constitute a legally binding contract between you (“you,” “your”) and Black Forest Labs Inc. (“we,” “us,” “our,” and “Company”) and govern your access to, and use of, the FLUX Services (defined below). These Developer Terms, along with the Service Terms (defined below), Usage Policy, Documentation, and any other documents incorporated by reference (collectively, the “Terms”) set forth the terms and conditions under which you may access and use the FLUX Services. By using the FLUX Services in any way including by creating a developer account, you agree to be bound by these Terms. If you do not want to agree to these Terms, do not use — or allow any of your personnel to use — the FLUX Services.

SECTION 13 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES (WITH LIMITED EXCEPTION) RELATED TO THE FLUX SERVICES AND/OR OUR PRODUCTS THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW. YOU HAVE THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 13.

1. The FLUX AI Models and Services

(a) Who May Use the FLUX AI Models and Services. We develop and offer licenses to an array of artificial intelligence and machine learning models, products, and services that we describe in further detail on our developer platform, Documentation, and APIs (defined below) (collectively, the “FLUX Services”). You may create a developer account and/or use the FLUX Services if you are legally capable of forming a binding contract with us in your respective jurisdiction and not barred from using the FLUX Services under the laws of any applicable jurisdiction (for example, you do not appear on the U.S. Treasury Department’s list of Specially Designated Nationals and are not located or organized in a U.S.-sanctioned jurisdiction). If you are using the FLUX Services on behalf of an entity or other organization, you agree to these Terms for that entity or organization and represent to us that you have the authority to bind that entity or organization to these Terms. You may authorize your employees, affiliates and contractors to use the FLUX Services on your behalf (“Permitted Users”), provided you must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. You will be responsible for all usage under your account whether or not it is authorized by you.

(b) License. We offer various different products and services as part of the FLUX Services. Depending on what FLUX Service you choose to use, the terms may be different. We describe those terms in our service-specific sets of terms, available at [URL] (the “Service Terms”).

  • FLUX API Terms: FLUX API Terms offer you the ability to access the FLUX AI Models (defined below) hosted on our servers through our API.

Each of these Service Terms are incorporated into and made a part of these Terms and if there is any inconsistency between the Service Terms and these Terms, the Service Terms will control solely with respect to the specific applicable FLUX Services you use.

(c) Customer Application; End Users. If you integrate any of the FLUX Services into a service, website, and/or application (“Customer Application”), then you must bind the end users of your Customer Application (“End Users”) to an enforceable end user agreement, acceptable use policy, and privacy policy that contains terms no less protective of us than those set forth in these Terms and our Usage Policy. If you become aware, or if we reasonably suspect, that an End User is not in compliance with any such agreements or these Terms, then you will immediately terminate such End User’s access to and use of the FLUX Services, and take any other steps as reasonably requested by us. You are responsible for maintaining the confidentiality of your and your End Users’ unique credentials. You will provide access to the FLUX Services to End Users only in accordance with these Terms and agree that you are solely responsible for all activities that occur on the Customer Application, under these End User accounts, or by your End Users. You represent and warrant to us that the Customer Application will, at all times, comply with applicable laws.

(d) Beta Offerings. From time to time, we may offer test features or products as part of the FLUX Services (“Beta Offerings”). If you choose to use any Beta Offerings, you agree they are provided “as is” and may contain errors, defects, bugs or inaccuracies that could fail or cause corruption or loss of data and information. As such, you agree that use of any Beta Offerings is at your own risk. We do not provide technical support for any Beta Offerings. If we provide you with access to Beta Offerings, you agree that they are offered on a confidential basis and are our Confidential Information (defined below).

(e) Third-Party Offerings. Third parties may offer products, services, or content through the FLUX Services (“Third Party Offering”). If you elect, in your sole discretion, to access or use a Third Party Offering (including by making it available via a Customer Application), your access and use of the Third Party Offering is subject to these Terms and any additional terms applicable to the Third Party Offering. NOTWITHSTANDING ANYTHING IN THESE TERMS TO THE CONTRARY, ALL THIRD-PARTY OFFERINGS ARE MADE AVAILABLE ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND. IF YOU USE ANY THIRD-PARTY OFFERINGS, WE WILL NOT BE RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY PROVIDER OF SUCH THIRD-PARTY OFFERINGS. WE DO NOT WARRANT OR PROVIDE DIRECT SUPPORT FOR ANY THIRD-PARTY OFFERINGS. YOU ACKNOWLEDGE AND AGREE THAT WE WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY THIRD-PARTY OFFERINGS.

2. Your Content.

(a) Input. “Input” means the information, data, or content, in any form or medium, that is received, directly or indirectly (including via a third-party provider) by the FLUX AI Models from you (including from a Permitted User on your behalf) or any End User. You are solely responsible for all Inputs you or an End User submit to the FLUX AI Models — including the content, accuracy, and legality of such Inputs — and all actions you take with those Inputs. You must ensure that your Inputs will not violate these Terms, including our Usage Policy, or any laws or regulations. You represent and warrant that you have sufficient rights in the Input to submit it to the FLUX Services. This means that if you upload a photograph, image, video, or likeness of any person to the FLUX Services, you represent and warrant that you have obtained any and all required permissions or consents necessary to submit such person’s likeness to the FLUX Services.

(b) Output. “Output” means the content generated by the FLUX AI Model in response to Input. As between you and us, you own all right, title, and interest in and to Output. You understand and acknowledge that, due to the nature of machine learning, the Output (i) may not be unique across users and the FLUX AI Models may generate the same or similar Output for other users, (ii) may contain “hallucinations,” and (iii) may be inaccurate, objectionable, inappropriate, or otherwise unsuited to your purpose. You agree that we will not be liable for any damages you or any third party alleges to incur as a result of or relating to any Output. Additionally, you may not use Output to impersonate real persons or falsely attribute Output as originating from real individuals without express written consent. You agree to evaluate the use of Output before using it, such as by using human review.

(c) No Obligation to Pre-Screen Content. You acknowledge that we have no obligation, and it may be impossible, to pre-screen your (or End User) Input or Output, although we reserve the right in our sole discretion to do so. We also reserve the right to remove any Input or Output from the FLUX Services that violates these Terms and, if necessary, provide law enforcement with data and any other information relating to your use of the FLUX Services.

3. Ownership.

(a) Black Forest Labs Technology. We own all right, title, and interest in and to (i) any of the artificial intelligence and machine learning models — including the models’ various elements, such as model weights, algorithms, software, checkpoints, parameters, source code (inference code, evaluation code, fine-tuning code) — that we offer for use as part of the FLUX Services (“FLUX AI Model(s)”), (ii) our application programming interface(s) (“FLUX API”), and related tools, documentation, data, technology, code, and other materials that we make available to allow you to integrate Customer Applications with the FLUX AI Models and fine-tune the FLUX AI Models (if permitted by us), (iii) any software code we offer for use as part of the FLUX Services, (iv) our and the FLUX AI Model’s names, logos, trademarks, and service marks, (v) any data sets that we create based on your or other users’ use of the FLUX Services, and (vi) any other technology, documentation, artificial intelligence and machine learning models, workflows, products, processes, algorithms, know-how, trade secrets, techniques, designs, inventions, and other tangible or intangible technical material or information that we provide to you under the Terms or as part of the FLUX Services, including in each case all modifications, enhancements, improvements, and Derivatives (defined below) thereof (collectively, “Black Forest Labs Technology”). You acknowledge that no intellectual property rights are assigned or transferred to you under these Terms, other than the limited right to access and use the FLUX Services as described herein. In the event that, by operation of law or otherwise, you obtain any intellectual property rights, interest, or ownership in any Black Forest Labs Technology, you agree, to the fullest extent possible under applicable law, to assign such rights to us.

(b) Your Technology; Output. As between you and us, we claim no ownership rights in and to your Output and the Customer Application, excluding any Black Forest Labs Technology. You and your End Users may use Outputs for your or their own personal or commercial purposes, subject to any restrictions set forth in these Terms or applicable law. For the avoidance of doubt, Outputs do not include the FLUX Services or any components of the FLUX Services, including the FLUX API or FLUX AI Models, such as its weights or parameters. We acknowledge that no intellectual property rights are assigned or transferred to us under these Terms, including to any of your Inputs, other than the limited right to access and use Input and Output as described in these Terms.

(c) Derivatives. “Derivatives” means anything that would be considered a derivative under law and, whether or not considered a derivative under law, any (i) modified version of a FLUX AI Model (including but not limited to any customized or fine-tuned version of a FLUX AI Model or its weights) and (ii) work based on the FLUX AI Model (but not Output). For the avoidance of doubt, references herein to the FLUX AI Models include Derivatives. As part of the FLUX Services, we may offer you the ability or a license to create or use Derivatives if specified in the specific Service Terms or as part of our FLUX API.

(d) Feedback. We welcome feedback, comments, and suggestions for improvements to the FLUX Services. If you provide feedback or suggestions, you agree that we will own all rights in such feedback or suggestions and anything we develop based on such feedback or suggestions.

4. Privacy Policy, Intellectual Property Policy, and Usage Policy.

(a) Usage Policy. Our Usage Policy, located at https://bfl.ai/legal/usage-policy (“Usage Policy”), which we may revise from time to time, is incorporated by reference into these Terms and further describes your permitted uses of the FLUX Services.

(b) Privacy Policy and Security. Our Privacy Policy describes how we handle the information you provide to us when you use the FLUX Services. For an explanation of our privacy practices, please visit our Privacy Policy located at https://bfl.ai/legal/privacy-policy.

(c) Intellectual Property Policy. Our Intellectual Property Policy, located at https://bfl.ai/legal/intellectual-property-policy/, which we may revise from time to time, is incorporated by reference into these Terms and describes how we handle claims of intellectual property infringement.

5. Restrictions.

You agree to comply with our Usage Policy and any technical documentation that we provide for the FLUX Services, located at docs.bfl.ml (“Documentation”). You also agree that you will not, and will not allow or facilitate any third party (including any Permitted User or End User) to:

(a) Use the FLUX Services, FLUX AI Models, Input, or Output in a manner that violates any applicable laws or these Terms;

(b) Modify, decompile, create Derivative works based upon, or otherwise alter the FLUX Services or FLUX AI Models, unless expressly authorized by us;

(c) Use the FLUX Services, FLUX AI Models, or Output to develop any product, service, or technology that competes with us or any of our products or services, including using any Output to train, distill or fine tune any other AI models;

(d) Introduce any viruses, trojan horses, worms, logic bombs, or other materials that may damage, detrimentally interfere with, intercept or expropriate our systems or data;

(e) Attempt to gain unauthorized access to, interface with, damage, or disrupt the FLUX Services, FLUX AI Models, or the computer systems or networks connected to the FLUX Services or FLUX AI Models;

(f) Circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the FLUX Services or FLUX AI Models;

(g) Exceed, attempt to exceed, or circumvent limitations on access, calls, and use of the FLUX Services or FLUX AI Models or use the FLUX Services or FLUX AI Models in a manner that exceeds reasonable request volume or constitutes excessive or abusive usage;

(h) use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, “mines,” scrapes, extracts, or otherwise accesses the FLUX Services to monitor, extract, copy or collect information or data from or through the FLUX Services, or engage in any manual process to do the same;

(i) Represent that Output was human-generated;

(j) Upload images of individuals to the FLUX Services or FLUX AI Models without their consent or use the FLUX Services or FLUX AI Models in a harassing, threatening, abusive, inflammatory, harmful, hateful, cruel, insensitive, deceptive, or otherwise objectionable manner;

(k) violate any applicable U.S. and non-U.S. export control and trade sanctions laws (“Export Laws”) in connection with use of the Black Forest Labs Technology; or

(l) directly or indirectly distribute, export, or otherwise transfer the Black Forest Labs Technology (a) to any individual, entity, or country prohibited by Export Laws; (b) to anyone on U.S. or non-U.S. government restricted parties lists; or (c) for any purpose prohibited by Export Laws, including nuclear, chemical or biological weapons, or missile technology applications.

6. Fees, Subscriptions, and Payment.

(a) Fees. Fees for the FLUX Services are available at https://bfl.ai/pricing/ (“Fees”). We reserve the right to update the Fees, prices, and payment plans for the FLUX Services at our discretion, and any changes will be effective in the subsequent billing period after the update is made. We may use a third-party payment processor (such as Stripe) to bill you through a payment account linked to your account for use of the FLUX Services. The processing of payments through a payment processor will be subject to the terms, conditions, and privacy policies of the payment processor.

(b) Subscriptions. Some of the FLUX Services may consist of a one-time charge for an initial period, followed by recurring periodic and/or additional usage charges or a subscription plan with recurring charges and additional usage charges. Under these plans, you will be billed on a recurring basis on the first day of each billing period and you will pay — and you authorize us (or a payment processor or the applicable third party, if you sign up through a third party) to charge your payment method — the then-current subscription fee. By choosing a recurring payment plan or subscription, you acknowledge that the applicable FLUX Services have an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY OR ANNUALLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU TERMINATE THE TERMS OR PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE COULD REASONABLY UPDATE OR TERMINATE YOUR PLAN OR SUBSCRIPTION.

(c) Auto-Renewal. If you have agreed to a subscription plan, the subscription for the FLUX Services will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current rate for the applicable service (which rates are subject to change at any time at our discretion as mentioned above). If you terminate your use of the FLUX Services, you may use your subscription until the end of your then-current payment period and, after that, your subscription will not be renewed. However, you will not be eligible for a prorated refund of any portion of the subscription fee already paid for the then-current subscription period. We reserve the right to decline to renew any subscription at any time in our sole discretion. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING BASIS, YOU MUST CANCEL YOUR SUBSCRIPTION TO THE FLUX SERVICES THROUGH YOUR ACCOUNT OR TERMINATE YOUR ACCOUNT BY CONTACTING US AT SUPPORT@BLACKFORESTLABS.AI BEFORE THE END OF THE RECURRING TERM.

(d) Disputes. You may only raise a dispute over Fees in good faith and within thirty (30) days of receipt of an invoice or when you were charged under a subscription. If you do so, you will pay us any undisputed Fees. You will work diligently with us to resolve any Fee disputes as soon as reasonably possible. You will pay disputed amounts, if owed, to us within thirty (30) days after the dispute is resolved. Any amounts due to us under the Terms not received by the date due will be subject to a late charge of one percent (1%) per month, or the maximum charge permitted by law, whichever is less. All payments amounts due hereunder shall be paid in U.S. dollars, unless otherwise stated by us. We may change the Fee structure for use of the FLUX Services at any time, at our sole discretion.

(e) Taxes. Each party will be responsible for any taxes based on its income and receipts. We may charge, and you will be responsible for paying, any national, state, and local sales, use, excise, ad valorem, value-added, consumption, and other taxes and duties imposed on your use of the FLUX Services, but not including any taxes based on our payroll or income.

(f) Audit. We will have the right upon reasonable prior written notice and at our expense, to have an independent certified public accountant inspect and audit your books and records to verify the accuracy of the fees paid to us, including evidence reasonably necessary to verify the accuracy of any usage-based fees. Any such inspection and audit will be conducted during regular business hours and shall not unreasonably interfere with your business activities. If any audit should disclose an underpayment, you will promptly pay such amount to us within thirty (30) days from notice thereof. Additionally, if any audit reveals an underpayment in excess of five percent (5%) of the amount owed, the fees and expenses relating to such audit shall be borne entirely by you. 

7. Confidentiality.

You agree that any information provided to you in connection with these Terms that you know or reasonably should know is confidential (“Confidential Information”), will only be used as necessary to exercise your rights under these Terms and will be confidential and not disclosed to any third party, unless the Confidential Information becomes public through no fault of yours, is otherwise communicated to you free of any obligation of confidence, or is independently developed by you without use of the Confidential Information. You agree to protect Confidential Information in the same manner you would protect your own confidential information.

8. Representations and Warranties.

Each party represents and warrants to the other that (i) such party has the power, authority, and capacity to enter into, deliver, and perform its obligations under these Terms, (ii) each party’s execution, delivery, and performance of these Terms has been duly authorized by all necessary corporate action, (iii) these Terms constitute a valid and legally binding agreement enforceable in accordance with its terms, (iv) no consent or approval of any other party or any court or governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of these Terms.

YOUR ACCESS TO AND USE OF THE FLUX SERVICES ARE AT YOUR OWN RISK. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION, THE FLUX AI MODELS AND FLUX SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE, OUR PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS (“COMPANY ENTITIES”) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES FOR TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY ENTITIES DO NOT REPRESENT OR WARRANT THAT THE FLUX AI MODELS OR FLUX SERVICES WILL OPERATE SECURELY OR WITHOUT INTERRUPTION. COMPANY ENTITIES MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (A) THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE FLUX SERVICES, INCLUDING ANY OUTPUT; (B) THE INFRINGEMENT OF THE RIGHTS OF ANY THIRD PARTY IN AND YOUR USE OF ANY OUTPUT; (C) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE FLUX SERVICES; (D) THE OPERATION OR COMPATIBILITY WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE; AND (E) WHETHER THE FLUX SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE FLUX SERVICES, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN AND YOU ACKNOWLEDGE THAT YOU HAVE NOT AGREED TO THE TERMS IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN.

COMPANY ENTITIES MAKE NO PROMISE OR GUARANTEE THAT THE FLUX SERVICES OR ANY OUTPUT ARE ERROR-FREE. YOU ACKNOWLEDGE THAT THE FLUX SERVICES MAY GENERATE OUTPUT CONTAINING INCORRECT, BIASED, OR INCOMPLETE INFORMATION. YOU SHOULD NOT RELY ON THE SERVICES OR ANY OUTPUT FOR ADVICE OF ANY KIND, INCLUDING MEDICAL, LEGAL, INVESTMENT, FINANCIAL OR OTHER PROFESSIONAL ADVICE. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH THE COMPANY ENTITIES WILL BE RESPONSIBLE FOR. COMPANY ENTITIES TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH THE FLUX SERVICES.

9. Indemnification.

You agree to indemnify, defend and hold us and Company Entities harmless from and against any and all actions, causes of actions, claims, demands, liabilities, losses, judgments, damages or expenses (collectively, “Indemnity Claims”) which we may at any time incur, sustain or become subject to by reason of any Indemnity Claim (a) brought by a third party and arising from your or your End User’s (i) breach of these Terms or any law or regulation, (ii) operation of a Customer Application, (iii) violation of any rights of any third party, (iv) misuse of the FLUX Services or FLUX AI Models, (v) content or Input, (vi) use of Output, (vii) fine-tuning of any FLUX AI Model, and (viii) negligence or willful misconduct or (b) brought by an End User. You will pay all costs, damages, and expenses incurred by us, including reasonable attorneys’ fees and costs awarded against or otherwise incurred by us in connection with or arising from any such Indemnity Claim, provided that we notify you of any such Indemnity Claim, and give you control of the defense and any settlement of such Indemnity Claim. If you do not timely and adequately conduct such defense, we may, at our option and at your expense, conduct such defense, contest, litigate or settle the Indemnity Claim using counsel of our own choice without prejudice to our right of indemnification. We will have the right to be represented by counsel at our own expense in any such contest, defense, litigation or settlement conducted by you.

10. Limitation of Liability.

UNDER NO CIRCUMSTANCES SHALL WE, OUR PARENTS, AFFILIATES, RELATED COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO THESE TERMS, INCLUDING LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR COMPANY ENTITIES HAVE BEEN ADVISED OR HAVE CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. THE FLUX AI MODELS, FLUX SERVICES, THEIR COMPONENTS, AND ANY OUTPUT (COLLECTIVELY, “MODEL MATERIALS”) ARE NOT DESIGNED OR INTENDED FOR USE IN ANY APPLICATION OR SITUATION WHERE FAILURE OR FAULT OF THE MODEL MATERIALS COULD REASONABLY BE ANTICIPATED TO LEAD TO SERIOUS INJURY OF ANY PERSON, INCLUDING POTENTIAL DISCRIMINATION OR VIOLATION OF AN INDIVIDUAL’S PRIVACY RIGHTS, OR TO SEVERE PHYSICAL, PROPERTY, OR ENVIRONMENTAL DAMAGE (EACH, A “HIGH-RISK USE”). IF YOU ELECT TO USE ANY OF THE MODEL MATERIALS FOR A HIGH-RISK USE, YOU DO SO AT YOUR OWN RISK. YOU AGREE TO DESIGN AND IMPLEMENT APPROPRIATE DECISION-MAKING AND RISK-MITIGATION PROCEDURES AND POLICIES IN CONNECTION WITH A HIGH-RISK USE SUCH THAT EVEN IF THERE IS A FAILURE OR FAULT IN ANY OF THE MODEL MATERIALS, THE SAFETY OF PERSONS OR PROPERTY AFFECTED BY THE ACTIVITY STAYS AT A LEVEL THAT IS REASONABLE, APPROPRIATE, AND LAWFUL FOR THE FIELD OF THE HIGH-RISK USE.

OUR AGGREGATE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE FLUX SERVICES, INCLUDING ANY RELATED CAUSE OF ACTION, SHALL BE LIMITED TO THE GREATER OF (I) ONE HUNDRED UNITED STATES DOLLARS OR (II) THE AMOUNTS PAID BY YOU TO US IN THE SIX (6) MONTHS PRECEDING THE ACTION TO WHICH SUCH LIABILITY RELATES.

11. Term, Termination, and Suspension.

Unless set forth in a Service Term, these Terms are effective when you first use the FLUX Services by creating an account or via any other means and will remain in effect until terminated pursuant to this Section or the applicable Service Terms. You may terminate these Terms and your access or license to the FLUX Services at any time for any reason by canceling your subscription to the applicable FLUX Service in the manner we offer to you on the developer platform or emailing us at support@blackforestlabs.ai, subject to Section 6. We may also terminate your account at any time for any reason if you do not have an active subscription plan or account to use a FLUX Service or if we reasonably believe you have violated these Terms. We also reserve the right to suspend or terminate your access to the FLUX Services at any time, without notice, if we believe in our sole discretion that such suspension is necessary to maintain the security and consistency of the FLUX Services, if we believe you have failed to comply with these Terms, or if you are subject to a dissolution, receivership, liquidation, insolvency, conservatorship, consolidation, reorganization, cessation of business, voluntary or involuntary bankruptcy.

Regardless of who terminates these Terms, both you and us continue be bound by Sections 1(a), 1(c), 1(d), 1(e), 2, 3, 5, 6 (but only to the extent there are remaining fees owed or we initiate an audit), 7, 9, 10, 13, and 14.

12. Modifying the FLUX Services and these Terms

We’re always relentlessly improving the FLUX Services and creating new ones all the time. That means we may add or remove features, products, or functionalities, and we may also suspend or stop providing any of the FLUX Services altogether. We may take any of these actions at any time for any reason, and when we do, we may not provide you with any notice beforehand. You acknowledge and agree that any such modifications may affect your ability to access or use the FLUX Services and may require you to make changes to any integrations you have built in a Customer Application with the FLUX Services, at your sole cost and expense. We will not be liable for any costs that you incur, lost profits, or damages of any kind arising out of or in connection with any modifications, even if we do not provide notice.

This also means we may update these Terms to reflect any changes to the FLUX Services or FLUX AI Models or how we provide them, as well as to comply with legal requirements, or for other legal or security reasons. If changes to these Terms are material, we will endeavor to provide you with advance notice, however, we shall not be liable for any costs, lost profits, or damages you may incur from any updates to our Terms or lack of notice. If you continue to use the FLUX Services once the changes come into effect, that will be deemed acceptance to any of the changes.

13. Arbitration and Class Action Waiver

(a) PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

(b) Informal Process First. You and the Company agree that in the event of any dispute, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party thirty (30) days in which to respond. Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.

(c) Arbitration Agreement and Class Action Waiver. After the informal dispute resolution process, any remaining dispute, controversy, or claim from you (collectively, “Claim”) relating in any way to the Company’s services and/or products, including the FLUX Services, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (including the JAMS Mass Arbitration Procedures and Guidelines, if applicable) (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Because your contract with the Company, these Terms, and this Arbitration Agreement concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and Class Actions (as defined below) are not permitted. You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a Class Action or class arbitration.

(d) Exceptions. Notwithstanding the foregoing, you and the Company agree that the following types of disputes will be resolved in a court of proper jurisdiction:

  • Claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding;
  • Claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or
  • intellectual property Claims.

(e) Costs of Arbitration. Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules. If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by the Company before the arbitrator was appointed, the Company will pay you the amount it offered in settlement. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.

(f) WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND THE COMPANY EACH AGREE THAT ANY PROCEEDING TO RESOLVE ANY DISPUTE, CLAIM, OR CONTROVERSY WILL BE BROUGHT AND CONDUCTED ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING (“CLASS ACTION”). YOU AND THE COMPANY AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. YOU AND THE COMPANY EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. IF THE DISPUTE IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. FURTHER, YOU AND THE COMPANY AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. FOR THE AVOIDANCE OF DOUBT, HOWEVER, YOU CAN SEE PUBLIC INJUNCTIVE RELIEF TO THE EXTENT AUTHORIZED BY LAW AND CONSISTENT WITH THE EXCEPTIONS CLAUSE ABOVE. IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. IF A COURT DECIDES THAT THE LIMITATIONS OF THIS PARAGRAPH ARE DEEMED INVALID OR UNENFORCEABLE, ANY PUTATIVE CLASS, PRIVATE ATTORNEY GENERAL, OR CONSOLIDATED OR REPRESENTATIVE ACTION MUST BE BROUGHT IN A COURT OF PROPER JURISDICTION AND NOT IN ARBITRATION.

14. Miscellaneous

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or through a change of control such as through a merger, acquisition, or sale of all or substantially all of our assets. Subject to the foregoing limitation on assignment, these Terms are binding upon and inure to the benefit of the successors and assigns of the respective parties hereto.

No Agency Relationship. The relationship between the parties will not be construed as a joint venture, partnership or principal-agent relationship, and under no circumstances will any of the employees of one party be deemed to be employees of the other party for any purpose. These Terms will not be construed as authority for either party to act for the other in any agency or any other capacity.

Third Party Beneficiaries. These Terms are not intended and will not be construed to create any rights or benefits upon any person not a party to these Terms.

Costs and Expenses. Unless specifically provided for elsewhere in these Terms, each party will bear its own costs and expenses, including legal fees, accounting fees and taxes incurred in connection with the performance of these Terms.

Entire Agreement. These Terms, including any exhibits or other documents attached hereto or referenced herein, each of which is hereby incorporated herein and made an integral part hereof, constitutes the entire agreement between the parties relating to the subject matter hereof and there are no representations, warranties or commitments except as set forth herein. These Terms supersede all prior understandings, negotiations and discussions, written or oral, of the parties relating to the transactions contemplated by these Terms.

Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 13.

Provisions Severable. If any provision of these Terms will be or become wholly or partially invalid, illegal or unenforceable, such provision will be enforced to the extent that it is legal and valid and the validity, legality and enforceability of the remaining provisions will in no way be affected or impaired. These Terms will be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns.

Waivers; Cumulative Remedies. No failure or delay by a party to insist upon the strict performance of any term or condition under these Terms or to exercise any right or remedy available under these Terms at law or in equity, will imply or otherwise constitute a waiver of such right or remedy, and no single or partial exercise of any right or remedy by any party will preclude exercise of any other right or remedy. All rights and remedies provided in these Terms are cumulative and not alternative; and are in addition to all other available remedies at law or in equity.

Force Majeure. You agree that we will not be liable to you for any failure to provide the FLUX Services during any period in which our performance is delayed or adversely affected as a result of circumstances beyond our control, including, but not limited to, fire, flood, war, pandemic, plague, epidemic, outbreaks of infectious disease, or any other public health crisis, including quarantine or other employee restrictions, act of authority whether lawful or unlawful, compliance with any law or governmental order, rule, regulation or direction, curfew restriction, embargo, strike, riot, civil unrest, or disputes with suppliers or vendors.

How to Contact Us. You may contact us regarding these Terms at: 2261 Market Street, STE 22997 San Francisco, CA 94114, USA, or by email at contact@blackforestlabs.ai.