Last updated on May 2026

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Terms and Conditions
for Agencies

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Preamble

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  1. (1) Graswald GmbH, with its registered office Berckhusenstraße 89, 30625 Hannover, Germany (hereinafter the “Provider” or “Graswald”) has developed the Graswald AI software (hereinafter "Software") that offers creation and tooling for 3D Models and AI Images. These Terms and Conditions shall govern all agreements of the Provider with our agency partners (hereinafter the “Agency”), who use the Software to provide their end customers (hereinafter “Customers”) with 3D Models and AI Images. Provider and Agency are each referred to as a “Party”, and collectively, the “Parties”. Customers are not a party to this agreement.
  1. (2) Any deviating terms and conditions of the Agency shall not be valid unless the Provider expressly agrees to their validity in writing.

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  1. Conclusion of Contract | Content of Agreement
    1. A contract between the Provider and the Agency is concluded when the Provider sends the Agency a binding offer in writing, and the Agency accepts this offer within 14 days of it being sent. The Provider may also specify a longer or shorter acceptance period in the offer.
    2. Content of an agreement between the Provider and a Agency is the Provider’s written offer, including all of its annexes, as well as these Terms and Conditions (“Agreement”).
  2. Provider’s services; Software
    1. The Provider shall grant the Agency the right of use to a special user interface for agency customers, on which the Agency can create and manage accounts for its Customers (“Agency Interface”) and also the right of use to the current version of the Software via the Internet by means of access via a browser for the term of the agreement as specified in the respective offer.
    2. The Provider shall grant the functionality and availability of the Agency Interface and Software for the term of the agreement and shall maintain it in a condition suitable for use in accordance with the agreement. The functional scope and the conditions of use for the Agency Interface are set out in clause 6 of this agreement. The functional scope and the conditions of use for the Software for the creation of 3D Models are set out in clause 7 of this agreement. The functional scope of the Software, the conditions of use and the Agency’s obligations for the creation of AI Images are set out in clause 8 of this agreement.  
    3. The Agency may use the Software for a maximum number of 3D Models or AI Images as set forth in the respective offer (“Authorized Uses“). If the Agency wishes to use the Software for more 3D Models or AI Images, additional uses can be booked subject to the conditions specified in the respective offer. The Agency is free to allocate the authorized uses among its Customers. 
    4. The Provider shall take state-of-the-art measures to protect the data. However, the Provider shall have no duty of custody or care regarding the data. The Agency is responsible for ensuring that the data is adequately backed up. 
    5. The Agency (or its Customers) remains the owner of the data stored on the Provider's servers. Between the Parties, the Agency is responsible for all data stored on the Provider's servers.
    6. The Provider shall make every effort to ensure the highest possible availability of the Software. The Agency acknowledges that 100% availability is technically impossible, and that the Provider does not owe a minimum availability. 
    7. The Provider may, without being obliged to do so, update or further develop the Software at any time and adapt it in case of changes to the legal situation, technical developments or to improve IT security. The Provider shall take appropriate account of the Agency's legitimate interests and inform the Agency of any necessary updates within reasonable time. 
    8. The Provider shall regularly maintain the Software and inform the Agency of any associated restrictions within reasonable time. 
  3. Scope and rights of use
    1. Limited to the term of the agreement, the Agency receives a non-exclusive, non-sublicensable and non-transferable right of use to the current version of the Software (including the Agency Interface) for the contractually agreed-upon number of Authorized Uses via the Internet by means of access via a browser in accordance with the contractual provisions.
    2. The Agency may only use the Software within the scope of their own business activities by their own personnel. The Agency may use the Software to create 3D Models and AI Images for its Customers. It may not sublicense the Software to it’s Costumers for them to create 3D Models and AI Images themselves. The Customers only get to use the view-only access as described in clause 6. The Agency is not permitted to any further use of the Software. 
    3. The Software (including the Agency Interface), its source code, the algorithms used, databases and database works may not be obtained through observation, examination, or testing (“reverse engineering”), unless this is permitted under applicable mandatory law.
    4. The rights of use to 3D Models and AI Images are governed by clause 9.
  4. Support
    1. The Provider provides a support service for the Agency's inquiries regarding the functions of the Software. Inquiries can be made via e-mail. Inquiries are generally processed in the order in which they are received.
  5. Obligations of the Agency
    1. The Agency must protect the access data transmitted to it against any access by third parties and store it in accordance with state-of-the-art security measures. It must also make sure, the Costumer’s view-only access is protected in the same way. The Agency shall ensure that the Software is only used to the contractually agreed extent. Unauthorized access must be reported to the Provider immediately.
    2. The Agency shall not store any data on the storage space provided that violates applicable law, official orders, third-party rights or agreements with third parties.
    3. The Agency shall check data for viruses or other harmful components before uploading and/or storing it on the Provider`s server and shall use state-of-the-art measures (e.g. virus protection programs) for this purpose.
    4. In order to use the software to create 3D images, the Agency must provide the Software with videos of the object in sufficient quality as set forth in clause 6. For the creation of AI Images the Agency must comply with the conditions and obligations set forth in clause 8. 
    5. It is the Agency’s sole responsibility to provide the Software with data. The Provider shall not be responsible for defective results due to the Agency providing the Software with insufficient data.
    6. The Agency is obliged to inform the Provider immediately of any Software defects, disruptions to the IT services, availability restrictions or availability failures that are recognizable to them.
    7. The Agency warrants that the content and data stored on the Provider's servers and its use and provision by the Provider or the Software do not violate applicable law, official orders, third-party rights or agreements with third parties. The Agency shall indemnify the Provider against claims asserted by third parties due to a breach of this Clause upon first request. 
  6. Scope of functions and conditions of use for Agency Interface
    1. The Agency Interface enables the Agency to use all the functions of the Software described below, whereby the Agency has different workspaces for its different Customers. In each of these workstations for individual Customers, the individual data and materials of this Customer are stored. The Agency has the option of creating a view-only account for each of its Customers, with which the Customer can view their own data and materials, as well as 3D Models and AI Images created for them. However, the Customer does not have the option of creating 3D Models and AI Images themselves.
  7. Scope of functions and conditions of use for 3D Models
    1. Software Description and Functions: The software provided by Graswald is designed to generate 3D content from input videos. The process involves the following steps:
      1. Step 1: Object Scanning: Users are provided with a capturing guide to ensure optimal results. This step involves scanning the object or scene intended for 3D modeling.
      2. Step 2: Video Upload: Users upload the captured video through Graswald's web application. The software processes the video data to generate a 3D model.
      3. Step 3: 3D Object Generation: Based on the uploaded video, the software generates a 3D object corresponding to the scanned scene or object.
    2. Conditions of Use:
      1. Processing Time: Users should note that it can take up to two (2) business days for the software to complete the generation of a finished 3D model from the uploaded video. The processing time may vary depending on various factors such as video complexity and server load.
      2. Accuracy Disclaimer: While the software strives to produce accurate 3D Models, it cannot be guaranteed that the program will output a complete and true 3D model in every case. Factors such as video quality, lighting conditions, and object complexity may affect the accuracy of the generated model.
  8. Scope of functions, conditions of use and Agency’s obligations for AI Images‍‍‍
    1. Software Description and Functions:
      1. The Software provided by Graswald is designed to generate high-quality, photorealistic images using AI from textual descriptions, reference images, or 3D assets. The process involves the following steps:
        1. Text Prompts: Descriptions specifying the desired scene, style, or product features.
        2. Images: Input images to be used as the base for image generation and optionally sample images for style or context matching.
        3. 3D Models: Users may use their Graswald AI 3D assets to be used as the base for image generation.‍
    2. Conditions of Use and Agency’s obligations:
      1. The Agency is responsible for entering prompts that the software uses to create AI Images. The Agency must enter their prompts to the best of their knowledge and belief, taking great care not to enter any prompts that could potentially lead to results that infringe intellectual property rights (such as copyrights or trademark rights), that depict (AI-generated) persons who closely resemble living persons, or that show content that could be illegal for any reason.
      2. The Customer specifically may not create AI Images that copy, are based on or heavily inspired by advertising images, designs, trademarks or any other content from competitors or other third parties and thereby potentially infringe rights.
    3. In the event that a claim is made against the Provider due to a breach of a Agency’s obligation as specified in this clause 8 (e.g. due to an infringement of intellectual property rights by an AI image created by the Agency using the Software), the Agency shall indemnify the Provider in full against all claims by third parties. Any other or further claims due to legal infringements by the Agency remain unaffected.‍
  9. Agency’s Materials and Intellectual Property rights to 3D Models and AI Images‍‍‍
    1. All Agency’s or its Customer’s materials including but not limited to product photos, videos, or metadata provided to the Provider, uploaded or made available in order to create 3D Models or AI Images (“Agency’s Materials”) remains the exclusive property of the Agency or its Customer.
    2. The Provider may use the Agency’s Materials in order to fine-tune (i.e. train) the Software for the creation of AI Images. The Provider will not use the Agency’s Materials for other purposes or for fine-tuning software for any other customers unless expressly provided for in this agreement.
    3. The Provider grants the Agency comprehensive and permanent rights to the AI Images generated using the Software based on the Agency’s Materials and/or prompts, provided that the creation has taken place in conformity with the regulations of this agreement. These AI Images are owned by the Agency in perpetuity.
    4. For 3D Models created through the Software, the Provider grants the Agency exclusive rights of use for the term of this agreement, provided that the creation has taken place in conformity with the regulations of this agreement. Any derivative works from the 3D Models, such as animations, videos, or images remain exclusive property of the Agency. Access to the original 3D source files is limited to specific plans.
    5. The Agency is free to assign intellectual property rights to the extent described in clause 9.3 and 9.4 to its Customers.
  10. Provider’s Liability‍‍‍
    1. The Provider shall be liable to the Agency in all cases of intent and gross negligence in accordance with the statutory provisions for damages or reimbursement of futile expenses.
    2. In other cases, the Provider shall only be liable in the event of a breach of a contractual obligation, whose fulfillment is essential for the proper execution of the agreement and on whose compliance the Agency may regularly rely (so-called cardinal obligation), limited to compensation for foreseeable and typical damage. In all other cases, the liability of the Provider is excluded.
    3. The Provider's liability for damages resulting from injury to life, limb or health and under the Product Liability Act (Produkthaftungsgesetz) remains unaffected by the above limitations and exclusions of liability.
  11. Terms of remuneration and payment‍‍‍
    1. The Agency shall pay the Provider the agreed-upon remuneration as specified in the respective offer. 
    2. The invoice amount stated on an invoice is due upon receipt of the invoice and must be paid within ten (10) working days.
    3. All prices are net prices, unless expressly stated otherwise.
    4. The provider reserves the right to update their prices and services after the initial term of the agreement stated in the offer.
  12. Confidentiality‍‍‍
    1. Subject to the limitations set forth in the agreement, all information disclosed between the Parties shall be treated as Proprietary Information. Proprietary Information, irrespective of its form and medium in which it is contained, within the meaning of the agreement shall be regarded in particular: products, manufacturing processes, know-how, business secrets, business relationships, business strategies, business plans, financial planning, personnel matters.
    2. The Parties undertake (i) to handle Proprietary Information confidentially and with due care; (ii) to use Proprietary Information only for the contractually provided purpose and (iii) to reproduce Proprietary Information only to the extent necessary and to pursue the purposes set forth in the agreement, with all such reproductions being considered also as Proprietary Information.
    3. As Proprietary Information within the meaning of Clause 12.1 the agreement shall not be regarded such information of which the concerned party having received the information in question can demonstrate (i) is generally known to the public at the time of disclosure or becomes generally known through no wrongful act on the part of the concerned party; (ii) becomes known to the concerned party through a disclosure by sources other than the other party or of one of its affiliated companies having no duty of confidentiality to the other party, whether direct or indirect, with all respect to such information and having the legal right to disclose such information or (iii) that the Proprietary Information has been independently gained and without breaching this confidentiality agreement.
    4. Each contractual party may disclose Proprietary Information if said party is required to such disclosure according to applicable laws or governmental regulations, provided that the party has submitted prior written notice of such disclosure to the other party and takes reasonable and lawful actions to avoid and/or minimize the extent of the disclosure.
    5. Without regard to the foregoing, the Provider has the right to publicly communicate the Agency as such and to use the Agency's trademarks for this purpose; for example, to name the Agency on the website by displaying the Agency's brand name or trademark. The Agency shall confirm in writing and may object to such use at any time.
  13. Term of agreement and termination‍‍‍
    1. The term of the agreement is specified in the respective offer. 
    2. The right to terminate the agreement without notice for good cause remains unaffected. Termination must be in writing in all cases.
  14. Final provisions‍‍‍
    1. Amendments and additions to the Agreement must be made in writing in order to be effective, to the extent that notarization is not required by applicable law. This shall also apply to a waiver of the written form requirement as well as to a waiver of any right or claim under or in connection with the Agreement.
    2. Should individual terms of the Agreement be or become invalid or unenforceable or if the Agreement contains gaps, this shall not affect the validity of the remaining terms of the Agreement. In place of the invalid, unenforceable or missing term, such valid term which the Parties would reasonably have agreed, had they been aware at the conclusion of the Agreement that the relevant term was invalid, unenforceable or missing, shall be deemed to have been agreed. Should a term of the Agreement be or become invalid because of the scope or time of performance for which it provides, then the agreed scope or time of performance shall be deemed amended to correspond with the closest extent legally permitted. 
    3. There are no verbal or written collateral agreements to this contract. Amendments to this contract and its annexes, including amendments to this Clause 14.3, must be made in writing.
    4. These contractual conditions are exclusively subject to German law, excluding the UN Sales Law. Exclusive jurisdiction is the Provider’s registered office in Hannover, Germany.

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