Table of Contents
Section 1 Welcome and Scope of this ToS
Section 2 Definitions
Section 3 Using the Platform and Creating an Account
Section 4 Platform License and Intellectual Property
Section 5 Support and Maintenance
Section 6 Free Services
Section 7 Customer Obligations
Section 8 Invoicing and Payment
Section 9 Data Protection and Data Act Compliance
Section 10 Representations and Warranties
Section 11 Intellectual Property Indemnification
Section 12 Liability Limitation
Section 13 Confidentiality
Section 14 Term and Termination
Section 15 Modification
Section 16 Miscellaneous
Annex 1 – Enterprise Support Services Terms
Annex 2 – Data Processing Agreement
Annex 3 – Data Act Addendum
Annex 4 – Consumer Addendum
Section 1: Welcome and Scope of this Terms of Service ("ToS")
Flower Labs GmbH, Winterhuder Weg 29, 7. Stock, 22089 Hamburg, Germany ("Flower Labs", "we", "our" or "us"), is a technology company specializing in distributed artificial intelligence solutions as a platform. Flower Labs' platform supports a wide range of machine learning applications and is designed to be scalable, efficient, and easy to integrate into existing workflows. These ToS outline the terms and conditions for the provision of services offered by Flower Labs, including a comprehensive platform consisting of on-device libraries and a complementary cloud service designed to support large language model (LLM) inference and, in the future, tuning and training, as well as support services. The functionalities and capabilities of the Platform (as defined below) are outlined in detail in our documentation to be found under flower.ai/docs for more information.
Capitalized terms used but not defined within this Agreement will have the meaning set forth in Section 2.
These ToS form a legal contract between you, either (a) an individual user or (b) a business organization (in either case the "Customer", "You" or "Your", Customer and Flower Labs each a "Party" and together the "Parties"), and Flower Labs with respect to the provision of the Services by Flower Labs. If you are a consumer in the meaning of Section 13 of the German Civil Code, the terms in Annex 4 – Consumer Addendum apply.
If You subscribe to the Services through our website, by clicking on the "ACCEPT TERMS" and "Subscribe with the obligation to pay" button or by using them, You agree to be bound by the terms of these ToS. If You are an individual entering into these ToS on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its Affiliates to these terms and conditions; if You do not have such authority, or if You do not wish to be bound by the terms of these ToS, You must not click the buttons, and You must not access or use the Services.
Please read these ToS carefully to ensure that You understand the terms before You use the Platform.
If You would like to get in contact with us and with respect to any notice required or permitted under these ToS, You can write to us by email to support@flower.ai.
- The Annexes form an integral part of the Agreement.
In the event of a conflict between the terms of these ToS and the Annexes, the terms of the Annexes shall take precedence.
Section 2: Definitions
"Acceptable Use Policy" means the policy located at Acceptable Use Policy as may be updated by us from time to time.
"Affiliate" means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with a Party.
"Agreement" means the ToS and its Annexes.
"AI" means artificial intelligence.
"AI Functionality" means those certain artificial intelligence features and functionalities powered by an AI Subprocessor and enabled for use by Customer in the Platform, if any.
"AI Subprocessor" means those certain third-party providers currently used by Flower Labs to provide a certain AI Functionality.
"Annexes" means the Enterprise Support Service Terms, the Data Processing Addendum, the Data Act Addendum, and the Consumer Addendum.
"Applicable Law" means all laws, rules, and regulations applicable to either Party's performance under this Agreement, including, but not limited to, those applicable to the processing of personal data, in particular, the European General Data Protection Regulation 2016/679 ('GDPR') and all national laws validly amending the applicable rules for the processing of personal data.
"Beta Services" means new services or new features available to Customer from time to time for evaluation and testing as part of the Platform.
"Business Days" means any day except for a Saturday, Sunday, or other day on which the banks in Hamburg, Germany, are authorized or required by law to be closed.
"Confidential Information" means all information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally or in writing, which is designated as confidential, or which reasonably should be understood to be confidential given the nature of the information or circumstances of disclosure. Confidential Information also includes all summaries and abstracts of Confidential Information. For the avoidance of doubt, Customer's Confidential Information includes Customer Data.
"Customer AI Data" means (a) any input You provide to be processed through the AI Functionality ("AI Input") and (b) any received output generated and returned by the AI Functionality based on Your AI Input ("AI Output"). Customer AI Data is a subset of Customer Data.
"Customer Data" means all data supplied, submitted, ingested, processed, stored, posted, displayed, or otherwise made available by or on behalf of Customer for processing by or use with the Platform.
"Documentation" means the instructions for use made available by Flower Labs regarding the Software. Customer can access the Documentation at any time.
"Effective Date" means the date on which You subscribed to the Services.
"Fees" means the remuneration to be paid by the Customer as further specified during the order process, or any applicable price list referred to on Flower Labs’ website.
"Free Services" means Beta Services and Trial Services.
"Intellectual Property Rights" means any and all copyright, neighboring and related rights, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case, whether registered or not, including any applications to protect or register such rights, including all renewals and extensions of such rights or applications, whether vested, contingent or future, and wherever they might exist.
"Internal Purposes" means the use of the Platform where You are the primary beneficiary.
"License Restrictions" means any restrictions that apply to the use of AI Functionality of AI systems or models deployed by Flower Labs from an AI Subprocessor.
"Platform" means the comprehensive suite of software functionalities that Flower Labs delivers to You, either as a software-as-a-service (SaaS) solution accessible via the internet or as on-premises software installed and operated on Your local servers and devices.
"Services" means all services offered by Flower Labs, including but not limited to a comprehensive platform consisting of on-device libraries and a complementary cloud service designed to support large language model (LLM) inference and, in the future, tuning and training, as well as support services.
"Software" means the open-source platform made available by Flower Labs on services such as GitHub, GitLab and others, together with any other software made available by Flower Labs anywhere in connection with this Agreement.
"Term" means the term as specified in the subscription plan for each individual subscription of Services.
"Taxes" means taxes (e.g., value-added tax), levies, duties, or similar governmental assessments of any nature (collectively).
"Third-Party Software" means any software owned and/or licensed by a third-party.
"Trial Period" means the period for which Trial Services are made available to the Customer.
"Trial Services" means services or features available to the Customer on a trial basis.
"User" means any authorized person, employee, third-party contractor of You who accesses or uses the Platform on Your behalf.
"Withholding Tax" means any withholding Taxes imposed or levied by any governmental authority.
Section 3: Using the Platform and Creating an Account
You can register for an account to access the Platform via the website flower.ai. Registration requires to provide full name, valid email address, password, username or display name, and if applicable, the company name.
You are required to provide truthful information both during registration as well as in the context of using the Platform. You are solely responsible for the completeness and accuracy of the information provided. You agree that any content submitted to the Platform does not and will not violate third-party rights of any kind, including, without limitation, any intellectual property rights.
We may update and further develop the Platform at any time and adapt it due to a changed legal situation, technical developments or to improve IT security. In doing so, we will give due consideration to Your legitimate interests and inform You of any necessary updates in a timely manner. However, sometimes changes will need to be made immediately and if this happens, we will not be able to provide You with notice.
Subject to the terms and conditions of this Agreement, You may permit User, provided they are not a competitor of Flower Labs, to use the Platform for Your Internal Purposes (as defined below) and benefit in accordance with Section 4. You agree to keep confidential the login names and passwords required for the use of the Platform, to keep them in a safe place, and to protect them against unauthorized access by third parties with appropriate precautions, and to instruct Your Users to do the same. You control access to and use of the Services by Users. You are responsible and fully liable for the breach of this Agreement by the acts and omissions of Users (including any usage charges or overage charges) under the Agreement.
Section 4: Platform License and Intellectual Property
With respect to the Platform, subject to the terms and conditions of the Agreement, compliance with our Acceptable Use Policy, and Your payment of the Fees, Flower Labs grants to You a non-exclusive, non-transferable, non-sublicensable, right during the Term to access and use the Platform solely for Your Internal Purposes as permitted by their features and functionality and in accordance with the Documentation. Except as expressly granted, there are no other rights of access or licenses granted to You, whether express or implied. All rights not granted are reserved by Flower Labs.
You may designate Users to use the Platform on Your behalf in accordance with the Documentation. Use of the Platform by You and the Users in the aggregate must be within the restrictions set forth (if any). You shall require that all Users keep their user ID and password information confidential and not share such information with any unauthorized person. You shall be responsible for all actions taken using Your accounts and passwords.
Use of the Platform in high-risk areas is excluded (operation of nuclear power plants, air traffic control systems, weapons of war, life-support equipment or comparable high-risk applications in which malfunctions typically lead directly to the death of people or to major emergencies).
The Platform may contain Third-Party Software, including any open-source software that is used as a dependency and not incorporated into the Platform, in which intellectual property rights are owned by a third party. The terms of the Agreement do not apply to Third-Party Software as Third-Party Software is subject to its own terms and is deemed to be licensed directly to You by the respective third party under those terms. The Platform may also provide access to Flower Labs’ software components that are licensed under open-source licenses; in such case only the respective open-source licenses apply.
The Platform is a general tool designed for the purposes described in the Documentation, available under the URL flower.ai/docs. It has not been customized, and will not be customized, to Customer's requirements.
Access to the Platform and the Documentation will be granted in English by electronic means within a reasonable period following the Effective Date.
You shall not, directly or indirectly, and You shall not permit any User or third party to: (i) sell, rent, lease, resell, use (including for time-sharing purposes) or otherwise transfer its rights to use the Platform; (ii) use the Platform to help develop, or help provide to any third party, any product or service similar to or competitive with the Platform; (iii) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code of the Platform; (iv) copy, modify or create derivative works from the Platform; (v) remove or obscure any copyright or proprietary or other notice contained in the Platform; (vi) propagate any virus, Trojan horse, or other malware or programming routine intended to damage any system or data; (vii) access or use the Platform in a manner intended to circumvent or exceed service account limitations or requirements; (viii) use the Platform in a manner that violates any Applicable Law; (ix) use the Platform in violation of any third-party rights of privacy or Intellectual Property Rights; (x) use or permit the use of any tools in order to probe, scan or attempt to penetrate or benchmark the Platform; (xi) post, upload, transmit or provide any Customer Data that is unlawful, harmful, fraudulent, offensive, abusive or otherwise objectionable, or creates a risk of any other loss or damage to any person or property; or (xii) use the Platform except as expressly permitted in accordance with the Documentation.
The restrictions pursuant to Section 4.7 shall not limit Your statutory rights in accordance with Applicable Law implementing Articles 3, 6, 10 and 12 of Directive (EU) 2019/790 and Articles 4, 5 and 6 of Directive 2009/24/EC.
To the extent AI Functionality is included in the Platform ordered by You, or You enable the use of any AI Functionality in the Platform, the following terms shall apply to the use of such AI Functionality:
AI Functionality is provided by us or AI-Subprocessors, depending on the respective AI Functionality you have chosen. As between the AI Subprocessor, Flower Labs and You, and to the extent permitted by law, You own all Your Customer AI Data. However, You understand and acknowledge that the AI Functionality may produce similar responses to similar prompts by other Flower Labs customers and/or third parties using similar AI Functionality and Your rights in the content of such responses may not be enforceable. Flower Labs will only use Your Customer AI Data as necessary to provide the Services. Subject to Section 4.9.2, the AI Subprocessor will only use Your Customer AI Data to provide and maintain the AI Functionality, comply with applicable law, and enforce License Restrictions, in accordance with its usage policies and published documentation. You are solely responsible for ensuring that Your Customer AI Data complies with applicable laws.
Any AI Input may, depending on the type of AI Functionality, be used by us or an AI Subprocessor for model training and improvement, subject to applicable opt-out rights provided by us or such AI Subprocessor. You acknowledge that Flower Labs has no control over the use of the AI Input by AI Subprocessors and any use of such is at Your own risk. You can object to the use of AI Input by us at any time.
You have the right to use the AI Output for Your Internal Purposes. Flower Labs may use AI Output for its own internal business purposes.
The rights granted herein are subject to the License Restrictions of each AI Subprocessor from time to time in place, including, without limitation, those set forth below, and You agree that You will comply with and not violate or allow any user to violate, the following AI Subprocessor safety and usage policies. The list of AI Subprocessors may be updated from time to time and You will be notified about such update:
Google Gemini: the Google terms of service and privacy terms located at policies.google.com/terms that apply to Google Gemini, including but not limited to the AI prohibited use policy located at https://policies.google.com/terms/generative-ai/use-policy, as well as other enumerated requirements for certain uses.
Open AI: the usage policies located at openai.com/policies/usage-policies including but not limited to the OpenAI sharing and publication policy located at openai.com/policies/sharing-publication-policy/, as well as other enumerated requirements for certain uses.
All Intellectual Property Rights in and to Customer Data belong to and shall remain vested in You or the relevant third-party owner.
You may store or transmit Customer Data to Flower Labs to enable Flower Labs to provide its Support Services. With respect to such Customer Data, You hereby grant Flower Labs (and each of its direct and indirect sub-contractors and affiliates) during the Term a limited, royalty-free, non-transferable, non-exclusive license to use, copy and otherwise utilize the Customer Data solely to the extent necessary to perform or provide the Services or to exercise or perform Flower Labs’ rights and obligations under this Agreement, and for no other purpose.
Unless You are a consumer, You hereby grant Us a limited, revocable, non-exclusive, non-transferable, worldwide and royalty-free license to use Your company name and logo (whether or not trademark protected) on Our website and in Our sales and promotion material to identify the You as a customer of Flower Labs. You have the right to object and waive this license at any point in time in written or text form at any point in time. Any other use of one Party's names, logos, or trademarks of the other Party is subject to that other Party's prior written consent.
Section 5: Support and Maintenance
Unless Services are provided to you free of charge, Flower Labs is committed to ensuring 99 % uptime for its software-as-a-services, excluding periods of scheduled maintenance. Should downtime exceed this threshold, Flower Labs will offer service credits or a comparable compensation, which will be applied to the subsequent billing period. These service credits will be calculated in proportion to the actual duration of the downtime. In cases where downtime exceeds 20 %, service credits will equal 100 % of the current billing cycle.
Upon Flower Labs’ sole discretion, it may provide technical support to You via email or Slack Channel, unless specifically agreed otherwise. Maintenance windows will be scheduled outside of peak usage times, and You will be notified in advance.
You may purchase additional Enterprise Support Services as described in the Enterprise Support Services Terms.
Section 6: Free Services
Beta Services will be identified as "alpha", "alpha release", "beta", "early-release", "experiment", "pre-release", "preview", "preview release", or "development" (or words or phrases with similar meanings). Whether You chooses to use the Beta Services is completely optional and within Your control. Flower Labs makes no commitment that future versions of Beta Services will be released. If You choose to use Beta Services You expressly acknowledge and agree to the provisions of Section 6.3.
Flower Labs may make Trial Services free of charge and for a limited period. Trial Period shall terminate on the earlier to occur of the end of any applicable Trial Period, or the termination by Flower Labs of the Trial Period in its sole discretion. Additional terms and conditions regarding the Trial Services may appear on a trial registration or other web page. You must accept and agree to those additional terms and conditions prior to using the Trial Services.
Unless otherwise agreed between the Parties in writing, use of Free Services is subject to the terms and conditions of these ToS. Free Services may be provided to You up to certain limits as provided by Flower Labs in connection with the applicable Free Services. Usage over such limits is not authorized by Flower Labs. You agree that Flower Labs, in its sole discretion and for any or no reason, may terminate Your access to the Free Services or any part thereof at any time. You agree that any termination of Your access to the Free Services may be without prior notice. You are solely responsible for exporting Customer Data from the Free Services prior to termination of Your access to the Free Services for any reason. Notwithstanding anything to the contrary contained in these ToS, or elsewhere, all Free Services are provided "as is", and Flower Labs does not provide any warranty, support or indemnification of any kind with respect to the Free Services or any products, results or use thereof. You are solely responsible for Your use and reliance on any such results. You further agree that the provision of the results obtained through the Free Services is not a substitute to Your considered and informed decision-making, and that You remain solely responsible for any use of such results and for any decisions made in relation to such results. The warranty as provided under Section 10 below shall be expressly excluded.
Section 7: Customer Obligations
You may engage with the Platform via an authentication method provided by Flower Labs or a third-party authentication provider. Your use of a third-party authentication method is governed by the terms and conditions of the respective third-party authentication method provider. Flower Labs will not be responsible for Your use of the authentication method or any act or omission of any third-party authentication method provider, including (a) failure of the authentication method, (b) presence of bugs or errors in the authentication method, or (c) provision by the authentication method of inaccurate identities at login. To the extent that authentication methods are made available by Flower Labs, all authentication methods are provided without any representation or warranty unless explicitly stated otherwise.
You are responsible for
obtaining, deploying and maintaining all computer hardware, software, modems, routers and other communications equipment necessary for You and Your Users to access and use the Platform via the Internet;
contracting with third-party internet service provider, telecommunications and other similar service providers to access and use the Platform via the Internet;
- properly configuring and using the Services;
taking appropriate action to secure, protect and backup your accounts and Your Customer Data; and
paying all third-party fees and access charges incurred in connection with the foregoing.
Flower Labs shall not be responsible for supplying any hardware, software (other than provided as part of the Platform) or equipment to You under these ToS. You shall inform yourselves about the substantial functionalities of the Platform before the start of Agreement in an exhaustive manner and you bear the risk that the Platform satisfies Your factual needs and is compatible with Your computer systems. You shall be responsible for managing its own computing resources effectively, including monitoring and making any necessary adjustments to drive capacity to ensure that Flower Labs can provide the Services effectively and efficiently. Flower Labs will retain your data for thirty (30) days post-termination to allow for migration, after which it will be deleted unless otherwise required by law.
You acknowledge and agree that Flower Labs neither endorses the contents of any of Your communications or Customer Data, nor assumes any responsibility for any material contained therein, any infringement of third-party Intellectual Property Rights arising therefrom, or any crime facilitated thereby. You shall be solely responsible and liable for the completeness, integrity, quality and accuracy of Customer Data. You warrant that none of your Customer Data or User’s use of Your Customer Data will violate the Acceptable Use Policy.
You shall use the storage capacities provided as part of the Platform only for purposes related to the use of the Platform, including project management files. You shall not store any other data not related to the purposes of the usage of the Platform. In case of a breach, Flower Labs may terminate this agreement in accordance with Section 14.
Flower Labs and You each shall provide accurate, current and complete information as necessary for the other to communicate with the respective other Party from time to time regarding the Flower Labs Services, issue invoices or accept payment, or contact the other Party for other account-related purposes. Flower Labs and You each shall keep any online account information current and promptly inform the respective other Party of any changes in such Party’s legal business name, address, email address and phone number.
During the entire term of the Agreement, You cooperate with Flower Labs closely and faithfully and shall contribute reasonably to the fulfilment of the Agreement. Insofar, You shall actively contribute to the provisions of Services to the extent necessary, e.g., by providing, if necessary, employees, workspace, hard- and software, data, and telecommunication facilities, by answering questions, and by controlling work results of Flower Labs. You shall provide accurate, current and complete information as reasonably required for the provision and management of the Services. You shall promptly update any such information as necessary to maintain its accuracy and completeness.
You must comply with all applicable legal and regulatory requirements related to the use of the Services. You shall ensure that its use of the Services do not violate any confidentiality obligations or other obligations under applicable law. If it is required that Flower Labs needs to process personal data on Your behalf, You shall ensure that you comply with the respective data protection obligations.
Any prejudice and additional costs resulting from a breach of this Section 7, and other contribution obligations of You set out in the Agreement are at the expense of You. You are not dispensed from Your obligation to pay the Fees, if Flower Labs cannot provide Services due to Your deficient or default contributions, Your contact persons, or Your employees.
You are responsible for ensuring that the Support Service is not misused in any manner. This includes preventing any activity that is unauthorized or that could harm the Services, or other users of the Services.
If You become aware of any inability to comply with the obligations outlined herein, You must promptly notify Flower Labs of such non-compliance and take reasonable steps to rectify the situation in a timely manner.
Section 8: Invoicing and Payment
Only to the extent Services are explicitly provided against payment of a remuneration, for the sole and complete consideration for Flower Labs' performance under this Agreement, You shall pay to Flower Labs the agreed Fees.
The Fees and any other charges incurred, such as taxes and transaction fees, will be charged to Your payment method on the specific payment date indicated on Your ‘Account’ page. The billing cycle length depends on the subscription plan chosen at sign up. Payment dates may change if Your payment method fails, You change Your subscription plan, or if Your subscription began on a day not contained in a given month. Visit our website and click on the ‘Billing Details’ link on the ‘Account’ page to see Your next payment date. We may authorize Your payment method in anticipation of subscription charges through various methods, including authorizing it for up to approximately one month of service upon registration.
Unless You are using the Services free of charge, You must provide one or more payment methods. You authorize us to charge any payment method associated with Your account if Your primary payment method is declined or unavailable. You remain responsible for any uncollected amounts. If a payment is not successfully settled due to expiration, insufficient funds, or otherwise, and You do not cancel Your account, we may suspend Your access to the Platform and our Services until we successfully charge a valid payment method. For some payment methods, the issuer may charge fees, such as foreign transaction fees. Local tax charges may vary depending on the payment method used. Check with Your payment method service provider for details.
If the payment method credit card via Stripe is selected, the invoice amount is due immediately upon conclusion of the Agreement. Payment is processed by the payment service provider Stripe Payments Europe Ltd., 1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland (hereinafter: "Stripe"). Stripe reserves the right to carry out a credit check and to reject this payment method if the credit check is negative.
You can update Your payment method by visiting the ‘Account’ page. We may also update Your payment methods using information provided by payment service providers. Following any update, You authorize us to continue charging the applicable payment method.
You can cancel Your subscription at any time, and You will continue to have access through the end of Your billing period. Payments are non-refundable, and we do not provide refunds or credits for partial periods. To cancel, go to the ‘Account’ page and follow the cancellation instructions. If You cancel, Your account will close at the end of Your current billing period.
We may change our subscription plans and prices from time to time. We will notify You at least one month before any changes take effect. If You do not wish to accept the changes, You can cancel Your subscription before they become effective or reject acceptance. If You do not accept such change within the given acceptance period, we may have to terminate the subscription at the end of the then-current billing period.
Fees stated are net amounts exclusive of any Taxes and such Taxes shall be borne by You. If Flower Labs is responsible for paying any Taxes in respect of any Fees pursuant to Applicable Law, the corresponding amounts shall be added to the applicable invoice issued by Flower Labs and paid by You together with the relevant Fees.
For customers that reside outside of Germany, any amount payable shall be paid without deduction, withholding, or other consideration of any Withholding Taxes, unless such deduction, withholding, or other consideration is required by law. If You are required by law to withhold and pay Withholding Tax on any amount payable to Flower Labs, You shall make all payments required in connection with such withholding in a timely manner and in the minimum amount required by law and/or administrative regulation, file with the taxing authorities, document and provide Flower Labs with evidence of such withholding by submitting the original tax receipt. In this case, the remuneration to be paid by You shall be increased by an amount necessary for Flower Labs receiving a net amount equal to the amount it would have received if the tax deduction had not been made. The Parties will take reasonable steps to obtain a refund of the Withholding Tax from the applicable taxing authority. If Flower Labs ultimately receives a tax refund claim or tax credit, Flower Labs will refund to You an amount that Flower Labs calculates to be equal to the tax refund or tax credit received. You shall indemnify Flower Labs against all costs and expenses incurred as a result of applying for a refund of the Withholding Tax.
Any claims by You under this Section 8.1.8 shall become time barred six (6) months from the end of the term during which the relevant Withholding Tax can be assessed, or its assessment can be altered pursuant to Applicable Law.
Unless You are using the Services free of charge, You are responsible for providing accurate, current and complete billing and contact information to Flower Labs and notifying Flower Labs of any changes to such information.
Section 9: Data Protection and Data Act Compliance
By accessing and using the Platform, we may process Your personal data. Please read our Privacy Notice to find more information about how we collect, use, disclose and otherwise process Your personal data.
Where You act as a controller or processor and we act as a processor or sub-processor on your behalf in the meaning of the General Data Protection Regulation, the Parties agree that such relationship shall be governed by the Data Processing Addendum. The Parties agree to amend the Data Processing Addendum in good faith to the extent that this is required to comply with the applicable data protection laws.
The terms and conditions set forth in the Data Act Addendum shall apply from 12 September 2025 to the extent Services constitute Data Processing Services. Flower Labs may request from You to partially replace or amend the current version of the Data Act Addendum by any terms issued by the European Commission with respect to the switching of Data Processing Services. You have the right to refuse such request only for cause. "Data Processing Services" means any digital service that is provided to a customer that enables ubiquitous and on-demand network access to a shared pool of configurable, scalable and elastic computing resources of a centralized, distributed or highly distributed nature that can be rapidly provisioned and released with minimal management effort or service provider interaction.
Section 10: Representations and Warranties
The Parties represent and warrant to each other that (i) each Party is duly organized, validly existing, and in good standing as a corporation or other entity under Applicable Law of the jurisdiction of its incorporation or other organization; (ii) each Party has the full right, power, and authority to enter into and perform the obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; and (iii) the execution of this Agreement by its representative has been duly authorized by all necessary corporate or organizational action of such Party.
Flower Labs’ sole representations and warranties in respect of the Platform are as follows: (i) The Platform as delivered by Flower Labs does not infringe third-party intellectual property rights and is free from third-party rights that would prevent the use of the Platform in accordance with the Agreement; and (ii) the Platform as delivered by Flower Labs complies with the specifications set forth in the Documentation and operates substantially in accordance with the Documentation.
In the event of a defect of the Platform You shall promptly inform Flower Labs in reasonable detail and give Flower Labs reasonable opportunity to correct the non-conformity or to re-perform the relevant service at no additional charge to You. Only if correction or re-performance fails, You may terminate the Agreement and receive a refund of any Fees You have pre-paid in respect to the affected Services. For the avoidance of doubt, You shall not be entitled to any refund of Fees to the extent they relate to unaffected Services actually received by You. Correction or re-performance are deemed failed if (i) correction or re-performance is impossible, (ii) correction or re-performance cannot reasonably be expected to succeed, (iii) Flower Labs refuses or unreasonably delays correction or re-performance, (iv) Flower Labs had sufficient opportunity to correct the non-conformity or properly re-perform the service but failed doing so within a reasonable time, or (v) You cannot reasonably be expected to accept correction or re-performance under the specific circumstances taking into account both Parties' legitimate interests. You shall not be entitled to any warranty claims (x) to the extent the relevant error or other non-conformance was caused by misuse, unauthorized modifications or third-party hardware, software, or services, (ix) the relevant Services wereas provided on a no-charge or evaluation basis or, (viii) You culpably failed to notify Flower Labs of the error or other non-conformance within one (1) week from the error or other non-conformance becoming apparent You.
If and to the extent that the Platform infringes any third-party right, Flower Labs may, at its option: (i) secure sufficient licenses or other rights to use the relevant third-party right; (ii) remedy the enforcement of any claims based on the relevant third-party right against You in accordance with Section 11; or (iii) change or replace the Platform in such a manner that it no longer infringes the relevant third-party right while substantially maintaining the warranted functionality of the Platform.
Your right of termination for failure to provide the use of the Platform pursuant to Section 543 (2) sentence 1 no. 1 German Civil Code (BGB) shall be excluded unless the provision of the contractual use of the Platform is deemed to have failed.
Any claims for damages due to any breach of warranty and claims for compensation of wasted efforts due to defects are subject to Section 12. Together with Section 11 (Intellectual Property Indemnification) and Section 12 (Liability), this Section 10 sets out Your sole remedies for any breach of warranty.
Section 11: Intellectual Property Indemnification
If a third party asserts claims against You and your employees, officers, and directors which are based on the infringement of any third party's intellectual property rights through the use of the Platform, and if Flower Labs is obliged to remedy such defect of title within the scope of its warranty obligations, Flower Labs shall also defend You against the claims of the third party as follows and shall indemnify You against these claims within the scope of the agreed limitation of liability in Section 12. Intellectual property rights in this sense are only those to which the third party is entitled in the Federal Republic of Germany.
The foregoing indemnification obligation shall not apply to the extent the infringement claim arises as a result of (i) the combination of the Platform with other non-Flower Labs products or software not specifically permitted in the Documentation, and (ii) unauthorized use of the Platform or use of the Platform in breach of the Agreement by the Customer.
You will defend Flower Labs and its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that the Customer Data infringes or misappropriates that third party’s intellectual property rights
The Party responsible for the infringement shall undertake the legal defense against such third-party claims at its own expense. The responsible Party shall reimburse the other Party only for expenses incurred as a result of a final judgment.
The foregoing indemnity obligations are conditioned upon the indemnified Party providing to the indemnifying Party (i) prompt written notice of the assertion of any claim by the third party (but in any event notice given in sufficient time for the indemnifying Party to respond without prejudice), (ii) the right to control and direct the investigation, defense, and any settlement of such claim; to the extent that the indemnified Party is unable to fully transfer the legal defense to the indemnifying Party, the indemnifying Party shall instead grant control over the legal defense and shall only and at all times act in agreement with the indemnified Party in the context of the legal defense or in settlement negotiations, and (iii) all reasonable and necessary cooperation.
Neither Party shall agree to any settlement that admits fault or attributes liability or otherwise imposes any affirmative obligation on the other Party without first obtaining prior consent from the other Party.
The limitation period for the claim for indemnification corresponds to the limitation period for Your warranty claims for defects in title.
Section 12: Liability Limitation
Flower Labs will be liable in accordance with Applicable Law (i) for willfulness and gross negligence, (ii) for damage to life, limb, or health, (iii) for breach of a specific guarantee, (iv) for fraudulent misrepresentation and fraudulent concealment of a defect, and (v) in accordance with the German Product Liability Act (Produkthaftungsgesetz).
Flower Labs will also be liable in the event of a breach of an essential obligation under the Agreement due to slight negligence on the part of Flower Labs or any of its representatives, vicarious or surrogate agents, but limited to foreseeable, typical damages. Essential obligations are obligations that necessarily need to be fulfilled to enable performance of the Agreement, and which You regularly rely upon and may reasonably rely upon.
Except as set forth in Sections 12.1 and 12.2, Flower Labs' liability is hereby excluded.
The exclusions and limitations of liability set forth in this Section 12 equally apply to Flower Labs' legal representatives, as well as vicarious and surrogate agents.
Liability in accordance with Section 12.2 is limited to EUR 50.00 if Services are provided by Flower Labs to You free of charge.
Section 13: Confidentiality
Each Party acknowledges that during the performance of the Agreement, it may obtain the Confidential Information of the other Party. The Receiving Party shall, both during the term of the Agreement and a period of five (5) years thereafter, keep in confidence and trust all of the Disclosing Party's Confidential Information received by it, and the Receiving Party shall not use the Confidential Information of the Disclosing Party other than as necessary to fulfill the Receiving Party's obligations or to exercise the Receiving Party's rights under the Agreement. Each Party agrees to secure and protect the other Party's Confidential Information with the same degree of care and in a manner consistent with the maintenance of such Party's own Confidential Information (but in no event less than reasonable care), and to take appropriate action by instruction or agreement with its employees or other agents who are permitted access to the other Party's Confidential Information to satisfy its obligations under this Section. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees, and agents who need to know it to exercise the Receiving Party's rights and fulfill its obligations under the Agreement, and who are subject to confidentiality obligations at least as stringent as the obligations set forth in the Agreement. The Receiving Party shall be liable for any breach of this Section 13.1 by such persons.
The obligations set forth in Section 13.1 shall not apply to information which the Receiving Party can document: (i) was known by the Receiving Party prior to receipt from the Disclosing Party, either by obtaining the information itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (ii) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iii) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of the Agreement or any obligation of confidentiality by the Receiving Party.
Nothing in the Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by (i) any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction or (ii) Applicable Law; provided, however, that prior to any such disclosure, the Receiving Party shall (x) assert the confidential nature of the Confidential Information to the relevant authority and disclose only so much Confidential Information as is required; (ix) immediately notify the Disclosing Party in writing of the request for disclosure and provide the Disclosing Party with sufficient opportunity to challenge the request; and (viii) cooperate fully with the Disclosing Party in protecting against any such disclosure and in obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.
Section 14: Term and Termination
This Agreement commences on the date You signed up for the Services online and continues until terminated pursuant to Section 14.2. Each individual subscription shall continue for the Term.
Each Party can terminate this Agreement to end of the next billing period.
Either Party may terminate the Agreement by notice to the other Party for cause:
if the other Party is in material breach of this Agreement and either the breach cannot be cured or, if the breach can be cured, it is not cured within thirty (30) days following that Party's receipt of notice of such breach. The Parties agree that any breach of Section 4, Section 13, and our Acceptable Use Policy in particular, shall constitute a material breach; or
to the extent possible under Applicable Laws, if the other Party: (i) becomes insolvent or files, or has filed against it, a petition for voluntary or involuntary bankruptcy or under any other insolvency law; (ii) makes or seeks to make a general assignment for the benefit of its creditors, seeks reorganization, winding-up, liquidation, dissolution, or other similar relief with respect to it or its debts; (iii) applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property; or (iv) is generally unable to pay its debts as they become due. For the avoidance of doubt, termination pursuant to this Section 14.3 does not affect any other rights or remedies to which the terminating Party may be entitled under this Agreement or Applicable Law and is effective on the non-terminating Party's receipt of notice of termination or any later date set out in such notice.
Any notice of termination will only be effective if sent to, and received by, the other Party by letter, facsimile, or email. A termination notice is not required provided You terminate by unsubscribing within Your ‘Account’ page.
Termination of the Agreement will terminate related licenses granted, unless granted for an indefinite period. In addition, within ten (10) Business Days of the effective date of termination of the Agreement, each Receiving Party shall (i) return to the Disclosing Party, or at the Disclosing Party's option, the Receiving Party shall destroy all items of Confidential Information that relates to the Agreement and is in the Receiving Party's possession or control, including any copies, extracts, or portions thereof, and (ii) upon request, shall certify in writing to Disclosing Party that it has complied with the foregoing.
The termination or expiration of this Agreement for any reason shall not affect a Party's rights or obligations that expressly or by their nature continue and survive (including the payment terms and the provisions concerning ownership, proprietary rights, confidentiality, and limitation of liability).
Section 15: Modification
Flower Labs reserves the right to amend this Agreement, provided that the amendment is reasonable for You and that Flower Labs takes Your legitimate interests into account within the scope of the amendment. Changes to the subject matter of the Agreement and the main performance obligations that would lead to a change in the nature of the Agreement as a whole are excluded from the right to amend.
An amendment to the Agreement by Flower Labs shall be justified, in particular, if Flower Labs is obliged to ensure that the Services comply with applicable law, especially if the applicable legal situation changes, or if Flower Labs is complying with a court order or an official decision through the amendment.
An amendment to the Agreement initiated by Flower Labs requires that Flower Labs notify the Customer of the intended amendment via email, in-app notification, or website posting at least four (4) weeks before the proposed date of entry into force. The Customer shall be deemed to have given its consent if it has not notified Flower Labs of its rejection prior to the proposed date of entry into force of the amendment. Flower Labs shall be obliged to expressly draw the Customer's attention to the consent effect of its conduct within the scope of a change request and to separately inform the Customer of the changes in a highlighted manner, e.g., by means of a synoptic comparison, by highlighting the changes in bold, or by means of an addendum to this Agreement.
If You object to the new provisions of the Agreement, Flower Labs shall be entitled to terminate the Agreement or the respective order without notice.
If the term of an Agreement automatically renews, or if the Parties enter a new order referencing the terms of this Agreement, You agree that the latest version of the Agreement will apply to the respective orders. If You do not agree to the terms of this Agreement or any renewed version, You may terminate the respective order.
Section 16: Miscellaneous
You shall not use our company name and logo or publish any press release or other public communication without our prior consent.
Any notice or communication required or permitted under the Agreement shall be done in text form by electronic means, including but not limited to email, in-app notifications and electronic signature platforms such as DocuSign. Such electronic communications shall be deemed to be in writing and to have been received as set forth in this clause. If sent by electronic means, communications shall be deemed to have been received by the addressee upon confirmation of successful transmission or, if sent via an electronic signature platform, upon confirmation of completion of the electronic signing process. Communication to Flower Labs must be delivered to the email address support@flower.ai or be given to our post address mentioned in Section 1.1, unless otherwise specified. All communications and notices to be made or given pursuant to the Agreement shall be in the English language. Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier confirmation of delivery.
The Agreement shall be governed by the laws of Germany without regard to conflict of law provisions thereof. In the event of a dispute that may arise between the Parties regarding the validity, implementation, interpretation, or termination of the Agreement, sole jurisdiction is allocated to the competent courts of Hamburg, Germany.
This Agreement does not create any third-party beneficiary rights in any individual or entity that is not a Party to this Agreement.
This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
No term or provision of the Agreement shall be considered waived by a Party, and no breach excused by a Party, unless such waiver or consent is in writing signed on behalf of the Party against whom the waiver is asserted. No consent by a Party to, or waiver of, a breach by a Party, whether express or implied, shall constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by a Party.
You will not assign or otherwise transfer this Agreement or any of your rights and obligations under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 16.7 will be void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Flower Labs as a Party to this Agreement and Flower Labs is fully released from all of its obligations and duties to perform under this Agreement. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
Neither Party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such Party and could not be avoided through the exercise of reasonable care and diligence, including, but not limited to, any pandemics, strike, blockade, war, act of terrorism, cyberattacks, riot, natural disaster, or failure or diminishment of power or of telecommunications or data networks or services. If a force majeure event occurs and continues for a period of sixty (60) days, either Party may terminate this Agreement by providing written notice to the other Party.
Annex
Annex 1 – Enterprise Support Services Terms
Annex 2 – Data Processing Agreement
Annex 3 – Data Act Addendum
Annex 4 – Consumer Addendum