EU Developer Terms of Service

Welcome to Black Forest Labs — we love creativity and we’re excited you’re interested in using our products!

These EU Developer Terms of Service (“Developer Terms”) constitute a legally binding contract between you, or the entity that you represent when accepting these Developer Terms (“you,” “your”, “Developer”) and BFL GmbH, with registered address at Ingeborg-Krummer-Schroth-Straße 18, 79106 Freiburg im Breisgau, Germany (“we,” “us,” “our,” and “Company”) if you are (i) located in the European Union or (ii) are using the FLUX Services (defined below) through an establishment located in the European Union 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 use the Flux Services on behalf of a company or other entity, then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf. If you do not want to agree to these Terms, do not use — or allow any of your personnel to use — the FLUX Services.

1. Definitions.

The following definitions apply throughout these Developer Terms. Where a defined term is also defined in the Developer Terms or the Agreement, the definition below shall supplement or, to the extent of any inconsistency, govern for purposes of these Developer Terms.

a) "Audio Rights" means all intellectual property and other rights as needed under applicable law to submit, process, and distribute audio content incorporated in an Input, Task, or resulting Output, including without limitation synchronization, master recording, mechanical, and performance rights.

b) "Biometric Data" means personal data resulting from specific technical processing relating to the physical, physiological or behavioural characteristics of a natural person, which allow or confirm the unique identification of that natural person, such as facial images or dactyloscopic data, or any analogous term under applicable law.

c) "Content Credentials" means machine-readable content provenance metadata or digital watermarks embedded in or attached to Outputs pursuant to the C2PA or similar technical standard(s), recording the AI system that generated the content and its generation history.

d) "Deepfake" means AI-generated, modified or manipulated image, video, or audio content that resembles existing persons (or their likeness), objects, places, entities or events, with the intent or likely effect of deceiving a person into believing such content is authentic or truthful.

e) "Developer Application" means the application, product, or service developed and operated by Developer through which End Users access the FLUX AI Models.

f) "FLUX AI Models" means the Company's artificial intelligence models and any Derivatives thereof where modification is permitted.

g) "Input" means all text, still image, video file, source video, source audio, or other content, prompts or inputs (in any form or medium) submitted or received, directly or indirectly (including via a third-party provider or as a result of a Task) to the FLUX AI Models by Developer (including from a Permitted User on your behalf) or End Users, including in connection with any fine-tuning or low-rank adaptation operation.

h) "Output" means all content generated by the FLUX AI Models based on Input, including any image, video, or video and audio content.

i) "Tasks" means an action or result from the FLUX Services or FLUX AI Models undertaken on your behalf, including but not limited to system interactions, intent interpretation, planning, research activities, visual grounding, and use of tools or skills.

j) "Video Generation" means any video generation modalities made available by the Company as specified in the Company's technical documentation.

2. 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, software, tools, and services that we describe in further detail on our developer platform, Documentation (defined below), and FLUX 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. 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 the following service-specific sets of terms (the “Service Terms”):

FLUX API Terms: FLUX API Terms offer you the ability to access the FLUX AI Models (defined below) hosted on servers operated by or on behalf of us through FLUX API.

FLUX Self-Hosted Commercial License Terms: FLUX Self-Hosted Commercial License Terms offers you the ability to self-host the FLUX AI models on your servers for your Developer Application (defined below) and use or fine-tune them to your needs.

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) Developer Application; End Users. If you integrate any of the FLUX Services into a service, website, and/or application (“Developer Application”), then you must bind the end users of your Developer 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 Developer Application, under End User accounts, or by your End Users. You represent and warrant to us that the Developer 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 Developer 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. Such Third Party Offerings are not provided by us and are not part of the FLUX Services. Therefore, we shall not be responsible for any such Third Party Offering.

3. Your Content.

a) Input. Except as expressly set forth in the Terms, as between you and us, you retain all rights in and to your Inputs. 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. 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, that such submission to the FLUX Services will not infringe or violate any third party’s intellectual property rights, rights of publicity, privacy rights, moral rights, or contractual rights, and the Input does not contain any materials that you would be prohibited from modifying, transforming or generating as Output (as defined below). This means that if you upload a photograph, image, video, audio 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. For clarity, you are solely responsible for ensuring that all content incorporated in any Input, including images, videos, music, sound recordings, and performances, are either (i) owned by or licensed to you or the relevant End User under rights sufficient to permit submission for AI processing and distribution of any resulting Output, or (ii) in the public domain or otherwise freely usable without a license.

b) Output. 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 and Services 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 generate or use any Output to create a Deepfake, impersonate any real person or falsely attribute Output as having been created or endorsed by any real individual, in each case without the prior written consent of the applicable individual. You agree to evaluate the use of Output before using it, such as by using human review. You further acknowledge that: (i) Outputs generated from Input containing images, videos, audio, music, sound recordings, or performances may themselves incorporate, reproduce, or be derived from all or a portion of such content; (ii) the distribution, public performance, synchronization, or other exploitation of such Outputs may require third party intellectual property rights, including Audio Rights that we do not hold and cannot grant to you; (iii) our disclaimer of ownership under the Agreement does not constitute any clearance, warranty of non-infringement, or representation that Outputs are free of third-party audio copyright claims; and (iv) we may embed Content Credentials or other provenance data in any Output, and we reserve the right to modify the manner and form of such credentials at any time without prior notice to you.

c) Tasks. As between you and us, we retain all right, title, and interest in and to the methods, processes, and techniques by which Tasks are performed, which constitute Black Forest Labs Technology. You acknowledge that (i) Tasks are performed by the FLUX AI Models in response to your Inputs and may not be visible to or controllable by you in real time, (ii) the manner in which Tasks are performed may change as we update the FLUX Services, (iii) you remain responsible for the consequences of Tasks caused by your Input, and (iv) Tasks may not achieve your intended result. 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 Task taken as a result of your Input.

d) 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, Task, or Output, although we reserve the right in our sole discretion to do so. Subject to Section 15.b., we also reserve the right to remove any Input, Task, 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.

4. 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 Developer 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. To the extent that, by operation of law or otherwise, you obtain any intellectual property rights, interest, or ownership in any Black Forest Labs Technology, you hereby irrevocably assign to us all such rights, and you agree to execute any documents and take any actions reasonably requested by us to evidence or perfect such assignment. To the extent such assignment is not permissible under applicable law (e.g., local copyright law), you hereby grant to us an exclusive, worldwide, perpetual, irrevocable, fully paid-up, freely sublicensable and transferable right to use, exploit and market the respective portion of the Black Forest Labs Technology in any known or unknown manner and by any means, and assigns to us any usage rights in and to the respective portion of the Black Forest Labs Technology to the extent such rights are assignable under applicable law.

b) Your Technology; Output. As between you and us, we claim no ownership rights in and to your Output and the Developer 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, FLUX AI Models, 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.

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. To the extent such assignment is not permissible under applicable law (e.g., local copyright law), the last sentence of Section 4.a. shall apply accordingly to such feedback or suggestions.

5. Intellectual Property Policy and Usage Policy.

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

b) Intellectual Property Policy. Our Intellectual Property Policy, located at https://bfl.ai/legal/intellectual-property-policy, is incorporated by reference into these Terms and describes how we handle claims of intellectual property infringement.

6. 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, Tasks, 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, save as permitted by mandatory law;

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 Task or 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) Remove, disable, alter, obscure, any Content Credentials or represent to End Users or third parties that (i) Outputs are free of content provenance metadata or (ii) any Task or 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) Upload images, videos or personal data to the FLUX Services or FLUX AI Models relating to individuals under the age of 18; or

l) Violate any applicable export control and trade sanctions laws (“Export Laws”) in connection with use of the Black Forest Labs Technology; or 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 applicable restricted parties lists; or (c) for any purpose prohibited by Export Laws, including nuclear, chemical or biological weapons, or missile technology applications. Nothing in this Section 6.l., or any provision of these Developer Terms, shall require any actions or omissions from you that would violate EU law or the law of any EU member state, including without limitation Article 5 of the EU Blocking Regulation (Regulation (EC) No 2271/96).

7. 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) Prepaid Credits. We may offer credits ("Prepaid Credits") for purchase in various amounts through your account, and we may use a third-party payment processor (such as Stripe) to bill you for the purchase of such credits. The Prepaid Credits may be used to pay for any Fees for the Services. Prepaid Credits expire twelve (12) months after purchase and may only be used while you have an active account with us. Once purchased, the Prepaid Credits are non-refundable.

c) 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.

d) 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 cancel or 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 UNDER THESE ONLINE TERMS, YOU MUST CANCEL YOUR SUBSCRIPTION TO THE FLUX SERVICES THROUGH YOUR ACCOUNT (IF OFFERED AS A WAY TO CANCEL BY US) OR TERMINATE YOUR ACCOUNT BY CONTACTING US AT SUPPORT@BLACKFORESTLABS.AI BEFORE THE END OF THE RECURRING TERM.

e) 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.

f) 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.

g) 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.

8. 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.

9. Image, Likeness, and Voice

a) Consent Requirement. Where Input contains, or can cause a Task or FLUX AI Model to generate an Output that contains or realistically simulates, the name, image, likeness and/or voice of a natural person (“Identifiable Persons”), Developer represents and warrants on a continuing basis that Developer or the relevant End User has obtained the informed, documented consent of such person (or their lawful representative) for: (a) the submission of such Identifiable Persons as Input to the FLUX AI Model; and (b) the intended use and distribution of any resulting Output.

b) Acknowledgment Regarding Outputs. Developer acknowledges that:

(i) Outputs may incorporate or realistically simulate Identifiable Persons, and that the use of such Outputs may be subject to such persons' rights of publicity, personality rights, right of voice, right of image, or similar rights under applicable law, independently of any intellectual property considerations;

(ii) Developer is solely responsible for obtaining any and all necessary permissions, consents, waivers, licenses or releases required by applicable law for the intended use of any Output that incorporates or simulates a person's Identifiable Person; and

(iii) The Company's disclaimer of ownership does not constitute any clearance, authorization, or representation with respect to such rights, and the Company shall have no liability in respect of claims arising from the use of a person's Identifiable Person in any Input, Task, or Output.

10. Biometric Data.

Certain data, which may include data of Identifiable Persons incorporated in Input or derived from Outputs (including voice data processed in connection with Video Generations), may constitute Biometric Data.

To the extent that Developer (via End Users or otherwise) submits Input or receives Outputs containing or derived from Biometric Data, Developer shall: (a) comply with all applicable laws related to Biometric Data, including obtaining all required consents, providing all notices, publishing all policies, and complying with all Biometric Data retention periods; (b) not use any FLUX AI Model to build, enhance, or augment any facial recognition or surveillance system; and (c) include in its End User-facing privacy notice and End User terms an accurate description of any Biometric Data processing that occurs in connection with the Developer Application and any other disclosures required by applicable laws related to Biometric Data or privacy. The Company reserves the right to remove Biometric Data at any time if it determines in its sole discretion that any of the foregoing requirements have not been complied with.

11. Representations and Warranties.

Company warrants that during the term for which you are entitled to use the respective FLUX Services, the FLUX API and FLUX AI Model(s) are free from defects in quality or defect in title (each a “Defect”). The FLUX API and FLUX AI Model(s) are considered free from a Defect in quality if they perform materially in accordance with the Documentation. If you notify us of a Defect in writing we will rectify the reported Defect within a reasonable period of at least thirty (30) days of receiving notice of the Defect, or if we determine such remedy to be impracticable or fails to rectify it within that period twice, you may terminate the affected FLUX Service for cause and receive a pro-rata refund of prepaid Fees for the terminated portion of the Term. You shall cooperate with us by providing any required information, documentation and other assistance that we reasonably require to rectify the Defect.

For Defects of title that are based on a third-party claim alleging that the FLUX API and FLUX AI Model(s) infringe their intellectual property rights, we will, at our election, either: (i) procure the rights to use that portion of the FLUX Services alleged to be infringing; (ii) replace the alleged infringing portion of the FLUX Services with a non-infringing alternative; (iii) modify the alleged infringing portion of the FLUX Services to make it non-infringing; or (iv) where none of the aforementioned alternatives are commercially or technically feasible, terminate the allegedly infringing portion of the FLUX Services.

The warranty set forth in Section 11 shall not apply to the extent that any non-conformity or defect is caused by or results from: (i) your or your user’s misuse, unauthorized modification, or use of the FLUX Services in a manner not permitted by these Terms or Documentation; (ii) your or your End Users' combination of the FLUX Services with third-party software, hardware, or services not approved by us; (iii) your failure to implement updates, patches, or modifications made available by us; (iv) Force Majeure events; (v) actions or omissions of you, your users, or third parties; (vi) Input provided by you or your users; or (vii) your failure to meet the technical requirements or specifications set forth in the Documentation.

To the extent that the FLUX Services are considered a lease under a lease agreement (Mietvertrag), nothing in this Section 11 shall exclude or limit any statutory warranty rights that you may have under mandatory provisions of German law due to Defects, and these statutory rights shall apply subject to the provisions in this Section 11 and Section 13.

To the extent permitted by applicable law, the remedies set out in this Section 11 are your sole remedies for breach of the warranties provided therein.

12. 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:

brought by a third party and arising from your or, if applicable, your End User’s (i) breach of these Terms or any applicable law or regulation, (ii) operation of a Developer Application, (iii) violation of any rights of any third party, (iv) misuse of the FLUX Services or FLUX AI Models, (v) content, Input, or Tasks (to the extent such content, Input, or Task form the basis of such third-party claim), (vi) use or distribution of Output, (vii) fine-tuning of any FLUX AI Model, and (viii) negligence or willful misconduct, or

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.

13. Limitation of Liability.

Nothing in these Developer Terms shall limit either party’s liability for (i) damages caused by willful intent or gross negligence; (ii) injury to life, body or health resulting from the negligence of either party, by either party’s legal representative or by a person deployed to perform an obligation of either party; (iii) a breach of a guarantee of quality (Beschaffenheitsgarantie); (iv) fraud or fraudulent misrepresentation; (v) claims under the German Product Liability Act (Produkthaftungsgesetz) or other applicable mandatory law which must not be limited; or (vi) its payment obligations under these Terms.

In other cases of ordinary negligence, either party is only liable where an obligation has been breached which must be fulfilled to facilitate the implementation of these Terms and those obligations upon which the parties regularly rely (cardinal obligations (Kardinalpflichten)). In the event of a breach of a cardinal obligation, liability is limited to the typically foreseeable damages. Any other liability for damages caused by ordinary negligence is excluded.

We shall not be liable for damages based on Defects in the meaning of Section 536 German Civil Code (Bürgerliches Gesetzbuch, BGB) that already exist when the applicable agreement for the respective FLUX Service is entered into for which we are not responsible within the meaning of the German Civil Code (die wir nicht zu vertreten haben). To that extent, Section 536a paragraph 1, 1st alt. German Civil Code shall not apply.

Statute of Limitation. Subject to Section 13.a., all damages claims will become statute-barred 2 years after the claim arose and the claiming party became aware of it or should have become aware of it without showing gross negligence, or 3 years regardless of the claiming party's awareness.

Subject to Section 13 lit. a, the parties agree that the typically foreseeable damage under Section 13 lit. b shall not exceed the total amount of fees paid by you for the FLUX Services during the 6 month period before the respective event giving rise to liability, and the parties therefore agree that each party's total aggregate liability for damages arising out of or relating to this these Terms shall be limited to the aforesaid amount. For the avoidance of doubt, in case of multiple events, any liability amounts paid for prior events will be deducted from the cap applicable at the time of the current event.

Subject to Section 13 lit. a, under no circumstances shall either party be liable to the other party for (i) loss of profits, (ii) loss of anticipated savings, (iii) loss of business opportunity, (iv) loss of reputation, (v) loss of goodwill, or, (vi) any indirect, incidental, punitive, consequential, special or exemplary damages (even if such damages are foreseeable or that party has been advised or has constructive knowledge of the possibility of such damages).

14. Release.

You hereby release and forever discharge us and our predecessors, successors, and their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of their past and present investors, directors, shareholders, officers, general or limited partners, employees, attorneys, agents and representatives (the “Company Releases”), from and against any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Released Claims”), arising directly or indirectly, out of or related to any Task, Output, content filtering, and content moderation, or the failure to implement adequate content filtering or content moderation.

15. Term, Termination, and Suspension.

Unless set forth in the Service Terms, 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 online 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 dashboard or emailing us at support@blackforestlabs.ai, subject to Section 7. Subject to Section 15.b., we may also suspend or terminate your access to the FLUX Services if (i) you do not have an active subscription plan or account to use a FLUX Service (ii) this is required to maintain the security and integrity of the FLUX Services, (iii) this is required to comply with applicable laws or a binding order of a court or governmental body, (iv) you have materially breached these Terms, or (v) you are subject to a dissolution, receivership, liquidation, insolvency, conservatorship, consolidation, reorganization, cessation of business, voluntary or involuntary bankruptcy, it would be unreasonable for us to continue to provide the FLUX Services to you until the first possible date for a termination for convenience.

We will (i) limit any suspension, termination or removal (as applicable) to those users, FLUX Services or content that are the reason for such action, (ii) where legally permitted, provide you with reasonable prior notice of the suspension, termination or removal (as applicable), and the reason for it, to enable you to cure the breach and avoid suspension, termination or removal, respectively, unless such prior notice is unreasonable due to the nature or severity of the breach or its potential consequences, and (iii) in case of a suspension, restore your access to the suspended FLUX Services or content in a timely manner if the reason for the suspension ceases to exist. We will act in a diligent, objective and proportionate manner in applying and enforcing any suspension, termination or removal, with due regard to the rights and legitimate interests of all parties involved, including the fundamental rights of the recipients of the service, such as the freedom of expression, freedom and pluralism of the media, and other fundamental rights and freedoms as enshrined in the Charter of Fundamental Rights of the European Union.

Regardless of who terminates these Terms, both you and us continue to be bound by Sections 2, 3, 4, 6, 7 (but only to the extent there are remaining fees owed or we initiate an audit), 8,11, 12, 13 and 17.

16. Modifying the FLUX Services and these Terms.

We’re 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 Developer 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 will 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.

17. Miscellaneous.

a) 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.

b) 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.

c) 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.

d) 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.

e) 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.

f) Governing Law. These Terms are governed by the laws of the Federal Republic of Germany, without regard to conflict of laws rules, and any disputes arising out of or relating to any of the same shall be finally resolved by arbitration in Zurich, Switzerland, under the ICC Rules, before a single arbitrator, in the English language.

g) 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.

h) 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.

i) 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.

j) How to Contact Us. You may contact us regarding these Terms at: Ingeborg-Krummer-Schroth-Straße 18, 79106 Freiburg im Breisgau, Germany, or by email at contact@blackforestlabs.ai.