MAGROUND General Terms and Conditions (GTC)General Terms and Conditions of the AI-generated imagery service by MAGROUND GmbH (version 09/2024)
A. General1. The following General Terms and Conditions (hereinafter GTC) apply to all business relationships between you (hereinafter Customer) and MAGROUND GmbH (hereinafter MAGROUND). (When you enter into a business relationship with MAGROUND on behalf of your employer, you are simultaneously confirming that you are authorized to do so and entering into the business relationship on behalf of yourself and your employer.) All quotations, deliveries, electronic transmissions, as well as the assignment of usage rights are, without exception, subject to change and not binding. Other usage rights agreements must be negotiated separately (individually).
2 .MAGROUND operates an AI-generated imagery service trained with exclusive, high-quality content from its extensive image database, including photographs, HDR-Domes, 360°-Photos, and videos. Generated images are transmitted digitally.
3. The GTC version valid at the time the contract is concluded shall be applicable. Any deviating, conflicting, or complementary GTC shall not become part of the contract, even if known to MAGROUND, unless MAGROUND confirms their validity explicitly in writing. In the case of transmission and, if applicable, use of electronically transmitted AI-generated image data, a contractual relationship shall only become established on the basis of these General Terms and Conditions, otherwise the transmitted image data may not be used.
4. The GTC are deemed to have been taken note of and accepted with the purchase of credits, the generation of AI images, or the written acceptance of the quotations.
5. Complaints shall be communicated by telephone within five working days of receipt of the image material by the Customer and in writing within another three working days; complaints about technical or other concealed deficiencies shall be submitted in writing immediately upon detection, but at the latest within five working days of receipt of the image data. If not modified by this section, § 377 HGB shall apply.
6. The Customer must indicate whether the images are intended for personal or commercial use. Usage of the material is not permitted until MAGROUND has agreed to the planned usage and the communicated purpose. “Low-resolution material” from the agency website shall not be used for publication and distribution. Passing digital material on by means of electronic data interchange or on data carriers is only permissible if this is required for the utilization of the usage rights granted to the Customer. If the information provided by the Customer does not correspond to the actual type of usage, or if the actual usage is not consistent with the information provided by the Customer, the usage consent is deemed not to have been given and MAGROUND is indemnified from claims for damages by third parties; otherwise the provisions of section E of these General Terms and Conditions apply to such cases.
7. Any AI-generated image material provided will always remain the property of MAGROUND. It is only being made available for personal use unless a specific license has been obtained for commercial use.
B
. Credits/fees/payment terms1. Customers purchase credits which can then be redeemed to generate AI images. The number of credits required per image generation will vary based on the complexity and specifications of the image.
2. The Customer undertakes to pay the fees associated with the purchase of credits according to these General Terms and Conditions and the terms of the offer respectively the bill/invoice. All payments are instant and online.
3. All sales are final and non-refundable unless the generation cannot be executed. Refunds for quality reasons or aesthetic issues are not possible.
4. The bill shall be issued by MAGROUND and shall form part of these GTC. It shall contain the permitted purpose of the selected AI-generated images in an unrestricted form, any restrictions of the license in addition to those stipulated in the GTC, as well as the corresponding price for said images.
5. Any use of our AI-generated image material is subject to a fee. This also applies in cases where an image is used as a basis for drawings, caricatures, recreated photographs, or for layout purposes and customer presentations, as well as where image details are used and become components of a new image by means of montage, photo compositing, electronic image carriers, and similar methods.
6. Usage fees shall be charged for the usage of the transmitted AI-generated images according to the prices agreed upon during the purchase of credits. Authorization for usage shall be obtained separately in each individual case.
7. There are no pricing differences for small or large companies. All files generated and downloaded are free for personal use and restricted for commercial use unless such a license has been obtained.
8. Any usage going beyond the agreed scope shall be subject to a separate fee at least in the amount of an appropriate license fee. The fees only apply to one-off use for the specified purpose, scope, and language area. Any further usage shall be subject to additional fees and requires MAGROUND’s prior written consent. In the event of unauthorized usage and/or passing on of our AI-generated image material, the penalty provisions pursuant to section E. 1. of these General Terms and Conditions shall apply.
9. Exclusive rights or blocking periods shall be agreed upon separately. Such special agreements are always subject to a surcharge on the basic fee, which is determined by MAGROUND after consultation.
10. As soon as a binding order was placed for AI-generated image material or the Customer has communicated that he or she wishes to use the supplied or electronically transmitted AI-generated image material in its entirety or in part, the fee shall be payable and MAGROUND is entitled to bill the Customer for the granting of usage rights, even if the publication or other usage has not yet taken place.
C
. Limitation on Power of Disposition, Liability, Exploitation, and CopyrightsPart 1: Commercial Use and User Responsibility
All outputs generated by a user with an active subscription may be used without limitation for commercial purposes, including but not limited to advertising, marketing, digital media, and print.
However, the generation or use of content that includes violent, sexual, deformed, or otherwise inappropriate subject matter—or that infringes on third-party copyright or trademark rights—is strictly prohibited. It is the sole responsibility of the user to ensure compliance with these restrictions when using the platform.
Should a final image generated via the MA-AI platform show similarities to a copyrighted image, object, or recognizable design, the user agrees to indemnify and hold harmless MAGROUND from all resulting claims, litigation costs, and damages.
Part 2: Third-Party Rights
MAGROUND guarantees that the AI-generated images are trained with licensed material owned by MAGROUND. However, MAGROUND cannot indemnify the user from accidental resemblance of copyrighted designs or architecture generated based on the user’s prompt input. The user agrees to hold MAGROUND harmless from any claims or damages arising from such resemblances.
Part 4: Liability
MAGROUND shall be liable for damage suffered by the Customer if and to the extent that such damage was caused intentionally or by gross negligence, is the consequence of the non-existence of a guaranteed quality, is based on a culpable breach of cardinal obligations, is the consequence of a culpable injury to health, body, or life, or for which liability is provided for under the Product Liability Act, and in other cases of statutory mandatory liability, in each case in accordance with the statutory provisions. Cardinal obligations are such essential contractual obligations, the fulfilment of which makes the proper execution of the contract possible in the first place and on the observance of which the contractual partner may regularly rely, and the violation of which on the other hand endangers the achievement of the purpose of the contract. Insofar as the breach of cardinal obligations was only slightly negligent and did not result in injury to life, limb, or health, claims for damages shall, however, be limited in amount to the typical foreseeable damage.
In all other respects, MAGROUND's liability - irrespective of the legal grounds - shall be excluded.
MAGROUND shall in particular not be liable for:
Damages caused by or in the context of the breach of the customer's obligations arising, inter alia, from these GTC.Indirect damages and consequential costs (in particular losses, lost profits, and expenses for replacement measures).
Resulting damages of the customer from the loss of data, as far as the damages would have been avoided by a regular and complete backup of all relevant data by the customer.
As far as possible, the customer will carry out or have carried out a regular and complete data backup itself or by a third party and is solely responsible for this.
Damage to the computer system or other technical equipment used by the customer.
The unauthorized acquisition of knowledge of personal data by third parties (e.g. by hackers).
To the extent that MAGROUND's liability is limited or excluded under the above provisions, this shall also apply to the personal liability of MAGROUND’s legal representatives, employees, and vicarious agents.
6. We assume no liability for any violations of the general rights to privacy of depicted persons or of the copyright of the image creator by usage of the image and/or text contravening the agreement or distorting the original meaning. If such rights are violated, the user alone shall be liable for damages to any third parties.
7. MAGROUND does not give any guarantees, whether explicit or implicit, with respect to the AI-generated images, including, without restriction, any tacit guarantees for marketability and suitability for a specific purpose.
8.Apart from the liability stated above, MAGROUND cannot be held liable for general, punitive, special, indirect claims for compensation arising from the utilization or incidentally, for lost profit or other damages, costs, or losses arising from the utilization of the AI-generated images by the Customer or by other means, even if MAGROUND has been informed about the possibility of such damage, costs, or losses.
D. Copyright/Specimen Copies
1. AI-generated images can be used for editorial purposes, provided that "Generated with maground.ai" is credited as the image source.
2. If AI-generated image material is shown publicly in breach of clause 1, an appropriate license fee shall be due.rocessing of personal data is carried out in accordance with our privacy policy, which is available at the following link:
Privacy Policy.
E. Indemnity/ Contractual Penalty/Liquidated Damages1. In the event of any use in violation of these GTC, in particular unauthorized use, defacement, modification, duplication, or passing on of the image material, unauthorized transfer of reprinting rights to third parties, as well as production of copies of digital data records or analogue display of the image contents contained in the data records for archiving purposes, as well as passing these on to third parties, as well as omitting to delete data as stipulated in the agreed terms, the Customer shall indemnify MAGROUND from all resulting claims by third parties, and in case the Customer has omitted to delete data/images as stipulated by this contract, a minimum fee of five times the agreed usage fee shall become due, subject to further claims for damages being brought forward. This shall not affect a further claim for damages being brought forward.
2. The payment of damages does not result in ownership rights or usage rights to the images being obtained.
D.2 Prohibited Use
The Licensor prohibits the use of downloaded or Licensed material, photography or 360HDR Domes in the following cases (immediate revocation will apply):
-
- To distribute, export, post, upload, download Licensed Material online in the downloadable format nor enable Licensed Material to be accessed, downloaded, nor distributed in any manner that would be prohibited by this Agreement
- To use Licensed Material in any manner that infringes upon any third-party copyrights, trade names, trademarks, service marks
- To use for training machine learning or artificial intelligence systems
- To reverse engineer, parse, stockpile, download beyond reasonable impliaction or make competitive products- In non-fungible tokens (NFTs)
- To disrupt, deceit, harm, use against Maground, its subsidiaries, employees, authors, models, users, partners, providers
- To officially register Licensed Material nor any part of it as theirs or their company’s logo, trademark, or any other visual representation
- To falsely represent, expressly nor by way of reasonable implication, that any Licensed Material or an end use that is made up mainly of Licensed Material was created by you or a person other than the copyright holder(s) of that Licensed Material
- In criminal, illegal, nor other unlawful manner, or in violation of any applicable regulations or industry codes
- In pornographic content, adult videos, adult entertainment, escort services
- For defamation, deception, promotion of violence or hatred towards a definite or indefinite group of people or an individual person
- In gambling, betting, and lottery services, applications, or events
- In a political context, such as the promotion, advertisement, or endorsement of any party, candidate, elected official, in connection with any political policy or viewpoint
- To ship, transport, export, share Licensed Material with a third party in any country or territory; use Material in any manner prohibited by export administration legislation and any other export laws, regulations, or restrictions.
D.3 Account Use and Transferability
All user accounts, login credentials and associated licenses are issued solely to the contracting party and are strictly non-transferable. Any sharing, sublicensing or provision of access to third parties—including but not limited to clients, affiliates or agency partners—without a separate, written agreement is prohibited. Should the contracting party wish to extend access to a third party (e.g. another company or brand), that party must either (a) purchase its own annual subscription at the current rate, (b) be covered under a customized white-label agreement, or (c) be expressly named in an annual-term exception approved in writing by maground gmbh. Unauthorized account sharing or use without such an agreement will constitute a material breach of these Terms.
F. Data Privacy
The processing of personal data is governed by our Privacy Policy, which is available at the following link:
https://maground.com/legal/privacy amendment to this written form clause.
G. Final Provisions
1. The law of the Federal Republic of Germany shall apply. The provisions of UN sales law shall not apply. German law shall also apply as agreed for deliveries abroad.
2. The place of jurisdiction and performance is Hamburg.Except for an explicit written declaration of relinquishment, no action by MAGROUND may be considered a relinquishment of any provision of these GTC. Any delay in exercising its rights and responsibilities shall not constitute a relinquishment of the aforementioned rights and remedies on the part of MAGROUND. The one-time relinquishment of a right or remedy shall not constitute an impediment or relinquishment of said rights or remedies on a different occasion.
3. If individual provisions of this contract are, contrary to expectation, ineffective, this shall not affect the effectiveness of the remaining provisions. The ineffective provision shall be replaced by a provision with corresponding effect that comes closest to the economic purpose of the intended regulation.
4. This contract replaces all existing written or verbal agreements between the parties. Amendments require written form; this also applies to any amendment to this written form requirement.
5. In case of doubt, the German version of these terms and conditions shall apply, which we will make available to our buyers upon request.
.avif)
