Terms & Conditions

Modified on Tue, 11 Mar at 9:35 AM

AgentFlow AI General Terms and Conditions for the Use of Synthflow Software and Marketplace

Scope
1. AgentFlow AI GmbH is registered with the commercial register of the local court of Charlottenburg under HRB 255004 B, with its business address at Kurfürstendamm 15, 10719 Berlin (“Synthflow”).
2. Synthflow operates a platform that enables customers of Synthflow (“Users”) to deploy AI agents (“Agents”) for automating customer interactions (“Software”) and offers the Software and the services specified on https://synthflow.ai/pricing as a subscription (“Subscription”).
3. These are the general terms and conditions for the business relationship between Synthflow and the User (“GTC”).
4. Synthflow provides its services exclusively to Users that are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB).
5. Deviating, opposing or supplementary general terms and conditions of Users shall only become integral components of the contractual relationship if Synthflow agrees to their validity in text form. This requirement of approval also applies if Synthflow initiates the performance of services after becoming aware of User’s general terms and conditions.
Object of the Agreement
1. Synthflow provides the Software to the User as software-as-a-service (SaaS), meaning that the Software is operated by Synthflow in a managed cloud-hosted environment and accessed by the User via https://synthflow.ai/ (“Website”).
2. To access the Software and additional services the User has to create an account on the Website by registering online with their email address and by choosing a password. By registering for an account, the User agrees to these GTC.
3. After having completed the registration process, the User may subscribe to different types of Subscriptions for the use of the Software as specified at https://synthflow.ai/pricing(“Subscription Plan”). If the Subscription includes
  1. “Direct Use”, the Software is provided to the User for its own use;
  2. “Reselling”, the Software is provided to the User for the purpose of reselling the Software to its own customers (“End Customers”) under Synthflow’s brand “Synthflow”;
  3. “White Labeling”, the Software is provided to the User for the purpose of reselling the Software to End Customers under the User’s own branding and customized appearance.
4. The Subscription is subject to periodic usage limits specified in the Subscription Plan (“Usage Limit”). These Usage Limits are defined per month and do not roll over to the next month. Any excess usage by the User is subject to the fees specified in the Subscription Plan.
Conclusion of the Agreement
1. The Subscription Plan including the fees as specified in the Subscription Plan and on the Website do not constitute a legally binding offer from Synthflow. They merely represent an invitation to the User to submit a binding offer for a Subscription of the Software (invitatio ad offerendum).
2. The User may submit a binding offer for a Subscription after having registered for an account on the Website. To do so, the User selects a Subscription Plan and enters his billing address and his payment details. The Subscription Plan shows the details of the Subscription, namely the type of the Subscription, the Usage Limits, the Subscription Fees and the billing cycle.
3. Synthflow will promptly confirm receipt of the offer via email to the User. This confirmation includes a summary of the Subscription Plan. If such confirmation contains an acceptance of the offer, the Subscription agreement ("Agreement") shall be deemed to have been concluded at the time of receipt of such acceptance by the User.
4. Processing of the Subscription and communication will take place automated via email. The User shall ensure that his email address provided during the registration on the Website is correct and that emails sent by Synthflow to that address can be received.
Direct Use
1. The provisions of this Section 4 shall apply additionally if the User’s Subscription of the Software includes Direct Use.
2. Synthflow grants to the User during the term of the Agreement a non-exclusive, non-transferable, non-sublicensable license to use the Software for Direct Use, limited to the extent further specified in the Subscription Plan.
3. Synthflow shall enable the User to register Software accounts for the User's employees or team members with a need to access the Software on behalf of the User as specified in the Subscription Plan (“Authorized Users”).
4. The User shall maintain and not remove, obscure, or alter any copyright notice, trademarks, logos, and trade names and any other notices or identifications that appear on or in any Software or updates or any associated media.
Reselling
1. The provisions of this Section 5 shall apply additionally if the User’s Subscription of the Software includes Reselling.
2. To resell the Software, the User shall enter into binding agreements with End Customers about the use of the Software and services in its own name and for its own account (“in eigenem Namen und auf eigene Rechnung”) (“End Customer Agreement”). End Customers do not enter into a contractual relationship with Synthflow.
3. The User shall ensure through contractual regulations that each End Customer is imposed with the same obligations as the User under these GTC.
4. The User is liable for violations by End Customers of statutory obligations and imposed contractual regulations according to Section 5.3 as if such violations were its own.
5. If not specified otherwise in the Subscription Plan, Synthflow grants to the User during the term of the Agreement a non-exclusive, non-transferable right to resell the Software according to the extent specified in the Subscription Plan.
6. Synthflow shall enable the User to register Software accounts for End Customers. Such accounts shall be assigned to the User’s account as sub-accounts.
7. Usage of the Software by End Customers and under sub-accounts are counted towards the User’s applicable Usage Limit. Any excess usage whether by the Customer or by the End Customers through sub-accounts shall be charged to the Customer in accordance with the fees set forth in the Subscription Plan.
8. The User is free to set the prices applicable to End Customers for the Software in the End Customer Agreement.
9. The User is not granted any exclusivity by Synthflow.
10. The User shall resell the Software under Synthflow’s brand “Synthflow”.
11. The User shall be solely responsible for all representations and warranties it makes regarding the Software and services to any End Customer or any third party.
12. The User shall
  1. use commercially reasonable efforts to promote and market the Software;
  2. avoid deceptive, misleading or unethical practices that are or might be detrimental to Synthflow and the Software, or to the public in general;
  3. not make any false or misleading representations, warranties or guarantees with respect to Synthflow and the Software;
  4. keep Synthflow informed as to any problems encountered with the Software (of which the User is aware), and communicate promptly to Synthflow any and all modifications, design changes or improvements of the Software suggested by any End Customer, employee or agent.
13. Except as allowed for in this Section 5, the User shall not use any of Synthflow’s trademarks or logos without Synthflow’s prior consent in each instance in text form (email is sufficient).
White Labeling
1. The provisions of Section 5 regarding Reselling as supplemented and modified in this Section 6 shall apply additionally if the User’s Subscription of the Software includes White Labeling.
2. If not specified otherwise in the Subscription Plan, Synthflow grants to the User during the term of the Agreement a non-exclusive, non-transferable right to use the Software for White Labeling according to the extent specified in the Subscription Plan.
3. The User shall adjust the Software as specified in the Subscription Plan, so that User may offer it under a brand and look and feel of the User.
4. The User is free to set the prices applicable to End Customers for the Software and services in the End Customer Agreement.
Warranty
1. During the term of this Agreement Synthflow warrants (“gewährleistet”) the functionalities and services of the Software as specified in the Subscription Plan.
2. Except as expressly provided herein, Synthflow makes no warranty of any kind, whether express, implied, statutory or otherwise, and Synthflow specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law.
3. Synthflow’s no-fault warranty liability is excluded.
4. Synthflow shall use commercially reasonable efforts to make the Software available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Synthflow shall give notice in advance); and (ii) any unavailability caused by circumstances beyond Synthflow's reasonable control, including, for example, internet service provider failure or delay, non-Synthflow applications, or denial of service attack.
5. Synthflow intends to use state-of-the-art technology and is authorized to regularly carry out or introduce updates, new versions or upgrades of the Software and the services, implement new features or make changes to existing features in order to improve the Software and the services and in particular to adapt it to technical developments, a changed legal situation or new commercial requirements.
Third-Party Applications
1. Synthflow may enable the User to use the products and services of third-party providers (“Third Party Application”) in connection with the use of the Software as part of the Software services as specified in the Subscription Plan.
2. Synthflow provides the User with API keys for the use of such Third Party Applications. Synthflow obtains such API keys under license agreements with Third Party Application providers. In this case, the terms and conditions of the respective Third Party Application (“Third Party Terms”) applicable to Synthflow shall apply accordingly to the use of the Third Party Application by the User. In the event of a conflict between the Agreement with the User and the Third Party Terms, these GTC shall prevail. Synthflow shall provide the User with a digital copy of the applicable Third Party Terms and shall inform the User of any amendments made by the Third Party Application provider.
3. In any case, Synthflow does not warrant or support Third Party Applications or other non-Synthflow products or services that are not listed in the Subscription Plan.
Marketplace
1. Access to the Marketplace
  1. Synthflow provides a marketplace (“Marketplace”) that allows Users (“Creators”) to create templates for Agents (“Templates”) and share them with other Users (“Acquirers”) for the purpose of using these Templates in connection with the Software.
  2. Upon conclusion of the Agreement as set forth in Section 3.3 the User is eligible to access and use the Marketplace.
  3. In case the Acquirer or Creator violate any provision of this Section 9, Synthflow has the right to suspend the Acquirer’s or Creator’s access to the Marketplace, however Synthflow shall use commercially reasonable efforts under the circumstances to provide the Acquirer or Creator with notice and an opportunity to remedy such violation prior to any such suspension.
2. Creation and Listing of Templates
  1. The Creator may generate a Template by creating a distinctive composition of settings provided by Synthflow and utilizing its own content to generate prompts, use cases and workflows for an Agent.
  2. The Creator is responsible for ensuring the accuracy, quality, and legality of the content used to create the Template (“Creator Content”). The Creator shall be responsible for the means by which the Creator acquired the Creator Content and the use of the Creator Content in connection with the Template.
  3. Upon submission of the Template to the Marketplace by the Creator, Synthflow may list the Template on the Marketplace.
  4. Synthflow may review the Template but has no obligation to do so. Synthflow reserves the right to decline the listing of the Template on the Marketplace or remove the listing from the Marketplace at any time without cause.
3. Conclusion of the Template Agreement
  1. By submitting the Template to the Marketplace, the Creator makes a legally binding offer to the Acquirer to enter into an agreement for the use of the Template in connection with the Software (“Template Agreement”) and to grant to the Acquirer a non-exclusive, non-transferable and non-sublicensable right, limited to the term of the Agreement between the Acquirer and Synthflow, to use the Template in connection with the Software. This right includes the right to edit, modify and transmit the Template. The Acquirer is not allowed to resell the Template to third parties.
  2. In order to accept the offer, the Acquirer selects the Template on the Marketplace and agrees to the Creator’s terms for providing such Template along with agreeing to a fee, if applicable.
  3. If the Creator has published its contact details (e.g. email address), the Acquirer may contact the Creator for the purposes of customization, support or technical assistance regarding the Template.
  4. Synthflow does not provide support or technical assistance regarding the Templates.
  5. The parties of the Template Agreement may agree upon additional provisions regarding the Template Agreement and upon additional services (e.g. customizing) both of which will be the sole responsibility of the parties.
  6. Synthflow is not a party to the Template Agreement and merely facilitates it. Synthflow will not issue refunds and will not be responsible for refund claims. All rights and claims relating to the Template Agreement are to be handled between the parties of such Template Agreement.
4. Intellectual Property Rights and Licenses
  1. The Creator retains all right, title, interest, including all related IP Rights, in and to the Creator Content. This includes in particular the prompts for the Agents (“Creator IP”). Synthflow retains all rights of in Software and any and all functionalities that the Creator uses to generate the Template.
  2. The Creator hereby grants Synthflow a non-exclusive, non-transferable and non-sublicensable right, unlimited in time, to list and market the Templates on the Marketplace, including the right to reproduce and transmit the Templates.
  3. The Creator hereby further grants Synthflow a non-exclusive, non-transferable and sublicensable right, unlimited in time, to use the Templates for the purpose of improving the Software and its own products (e.g. by means of training) and offer the Templates as part of Synthflow’s Software, services and Subscription. This right includes the right to reproduce, edit and transmit the Templates to Third Party Applications for such purposes.
5. No Warranty and Indemnification
  1. Synthflow makes no warranty with regards to the functionality and/or legal compliance of the Templates.
  2. The Acquirer and the Creator shall indemnify Synthflow upon first request against all claims asserted against Synthflow by any third party due to the listing of the Templates on the Marketplace or the use of the Templates in connection with the Software. Such indemnification also includes the costs of a reasonable legal defense.
6. Template Fees and Payment
  1. If the Template is subject to fees, the Acquirer shall pay the Creator a one-time fee for the use of the Template in connection with the Software (“Template Fee”).
  2. The Template Fees shall be due immediately after conclusion of the Template Agreement.
  3. The Template Fees will be credited directly to the Creator’s payment method specified upon conclusion of the Agreement as set forth in Section 3 using an independent service provider. Synthflow does not have any control or influence over the payment process at any time and the payment of the Template Fees is processed from the Acquirer to the Creator using an independent payment provider. The processing of the payment might be subject to a payment processing fee charged to either, the Creator or Acquirer.
  4. Synthflow reserves the right to charge transaction, payment, and/or listing fees (“Marketplace Fees”).
7. Notice and Takedown
  1. Any User may notify Synthflow about any unlawful or unpermitted use of the Marketplace and/or Creator Content uploaded to the Marketplace via [email protected].
  2. Syntfhlow reviews all notifications and renders decisions regarding the reported information promptly, diligently, impartially, and objectively. If Synthflow concludes that the Creator Content is unlawful and/or the use of the Marketplace is unpermitted, it will remove such information from the Marketplace immediately.
  3. Upon receipt of a notification according to Section 9.7 (a), Synthflow will promptly inform the User of its receipt via the email address provided and will also notify the User of its decision regarding the reported information as well as Synthflow’s internal complaint-handling system without undue delay.
  4. The User may lodge complaints against Synthflow’s decision according to Section 9.7 (b) via [email protected] for a period of six months after receipt of the decision.
  5. If a complaint presents sufficient grounds for Synthflow to consider that its decision not to act upon a notice is unfounded or that the deleted information to which the complaint relates is not unlawful and/or is not in violation with these GTC, Synthflow reverses its decision.
  6. Synthflow informs the complainant User of its decision in respect of the information to which the complaint relates.
Input & Output
1. “Input” refers to any data, content or materials provided to Synthflow by the User and/or the End Customer using the Software for transmission, storage, integration, import, display, distribution, or use in or through the Software, whether directly or indirectly, including prompts, intents, photographs, images, graphics, voices, videos, files, documents, logos, signs and text or other content.
2. “Output” refers to any data, content, or materials that are generated, produced, or created for the User and/or End Customer by the Software. This includes, but is not limited to, text, images, audio, video, code, designs, models, and other works that are based on the Input.
3. The User shall be responsible for the accuracy, quality and legality of the Input. The User shall be responsible for the use of the Input with the Software, and the use of the Input in connection with any Third Party Applications. The User guarantees that it has the necessary rights and/or consents to provide the Input to Synthflow for the purpose of fulfilling the Agreement.
4. Synthflow has no obligation to review or maintain any Input and/or Output, and may delete or destroy all copies of the Input in its systems or otherwise in its possession or control at its own discretion, unless legally prohibited.
5. The User is aware that the characteristics of the Output generated by Third Party Applications depend considerably on the Input. Synthflow is not liable for any Output generated by any Third Party Application.
  Synthflow does not guarantee the Output’s correctness or its suitability for the User’s intended purpose. The User is responsible for verifying the Output and assessing its suitability for the User’s intended purpose before use. The User bears sole responsibility for the use of the Output.
6. The User shall indemnify Synthflow upon first request against all claims asserted against Synthflow by any third party (in particular End Customers) due to (a) the use of the Input or Output by Synthflow, the User or the End Customer or (b) due to the use of the Software and services by the User, unless these claims are based on intentional or grossly negligent conduct by Synthflow. Such indemnification also includes the costs of a reasonable legal defense.
Obligations of the User
1. The User shall be solely responsible for addressing and resolving any enquiries or claims (“Complaints”), in particular about spam calls, raised by third parties resulting from the use of the Software by the User or End Customers. Synthflow shall forward any such Complaints linked to the use of the Software through the User’s account or sub-accounts to the User. The User is obliged to resolve such Complaints in a timely manner and assist Synthflow with information and actions in resolving such Complaints, if necessary.
2. The User shall be solely responsible for (i) administering and protecting the accounts of Authorized Users and/or End Customers; (ii) providing access to the Software only to Authorized Users and authorized End Customers; (iii) requiring such Authorized Users and authorized End Customers to keep the account login information strictly confidential; (iv) using industry standard security measures to protect the accounts (including, without limitation, using multi-factor authentication); and (v) any use of the Software that occurs on the accounts.
3. In the event that the User becomes aware that the security of account login information has been compromised, or upon Synthflow's reasonable request, the User shall immediately de-activate such account or change the respective account login information.
4. The User shall not
  1. make the Software or parts thereof available to anyone other than its Authorized Users, or use the Software or parts hereof for the benefit of third parties, unless expressly allowed for in these GTC in respect to Reselling or White Labeling;
  2. sell, resell, license, sublicense, distribute, rent or lease the Software or parts hereof, unless expressly allowed for in these GTC;
  3. use the Software to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
  4. use the Software to scam or otherwise defraud third parties or any other person or entity;
  5. use the Software to store or transmit malicious code (such as files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses);
  6. interfere with or disrupt the integrity or performance of the Software;
  7. attempt to gain unauthorized access to the Software or its related systems or networks;
  8. permit direct or indirect access to or use of the Software in a way that circumvents the Usage Limit, or use any software to access, copy or use any of Synthflow's IP Rights except as permitted under these GTC;
  9. modify, copy, or create derivative works of the Software or any part, feature, function or user interface thereof, unless expressly allowed for in these GTC;
  10. frame or mirror any part of the Software, other than framing on the User's own intranets or otherwise for its own internal business purposes; and/or
  11. except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Software.
5. Any use of the Software in breach of the foregoing by the User that in Synthflow's judgment threatens the security, integrity or availability of the Software, may result in Synthflow's immediate suspension of the Software, however Synthflow shall use commercially reasonable efforts under the circumstances to provide the User with notice and an opportunity to remedy such violation or threat prior to any such suspension.
6. If the User is in material breach of the foregoing, Synthflow may terminate the Agreement without notice period according to Section 18.4.
7. The User shall agree terms with Authorized Users and End Customers that are at least as strict as the terms in these GTC, specifically in regards to the Software license, Usage Limits and any other terms designed to protect the Software and services (in particular all obligations from this Section 11).
Fees and Payment
1. The User shall pay Synthflow the fees as stated in the summary of the Subscription Plan under Section 3.3 (“Subscription Fees”).
2. The User may choose between different payment methods.
3. If the User chooses to pay by using a third party payment provider, the terms and conditions of such third party payment provider shall apply additionally to these GTC.
4. If the User chooses to pay by credit card and, for a reason not within Synthflow’s responsibility, the amount due cannot be charged on the User’s credit card, the User is obliged to provide for a different payment method.
5. Any payment of Subscription Fees shall be made in accordance with the billing cycles stated in the Subscription Plan. Switching from a yearly to a monthly billing cycle is subject to Synthflows confirmation.
  Synthflow issues an invoice for the Subscription Fees to the User by email on each respective billing date.
  If the User defaults with due payment more than five (5) days, Synthflow may, without limiting its other rights and remedies, suspend applicable Software until such amounts are paid in full. If the User has not cured the payment default after having received a notice from Synthflow, Synthflow may terminate the Agreement according to Section 18.3.
6. Synthflow’s claim for payment of the Service Fees shall be independent of whether the User actually makes use of the Software.
7. All Service Fees are net and do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively "Taxes"). The User is responsible for paying all Taxes associated with its orders hereunder. If Synthflow has the legal obligation to pay or collect Taxes for which the User is responsible under this Section, Synthflow will invoice the User and the User will pay that amount unless the User provides Synthflow with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Synthflow is solely responsible for taxes assessable against it based on its income, property and employees.
8. Synthflow may increase the Subscription Fees upon 3 months prior notice (i) for agreements with fixed terms, to the end of the Initial Term and to the end of each then current Renewal Term for the following term and (ii) for agreements with unlimited term, any time. The User may object to such change in Subscription Fees, in which case the Agreement will end with the Initial Term or the then current Renewal Term.
Trial Period, Upgrade and Downgrade of Subscription
1. If the User subscribes to a trial period of the Subscription, the Software is provided free of charge to the User for the duration as specified in the Subscription Plan (“Trial Period”).
2. The Trial Period automatically ends and transitions into the remunerated Subscription against the Subscription Fees specified in the Subscription Plan if the User does not terminate the Agreement before the end of the Trial Period as set forth in Section 18.5.
3. The User may upgrade the Subscription Plan they are currently subscribed to at any time and effective immediately to any other Subscription Plan available under the Subscription upon notice to Sythflow in text form (email is sufficient). Downgrades of the User’s Subscription will be automatically effective at the start of the subsequent Renewal Term. Each upgrade or downgrade will result in an automatic adjustment of the applicable Subscription Fees according to the Subscription Fees specified in the Subscription Plan. The adjusted Subscription Fees will take effect once the upgraded or downgraded Subscription is available to the User.
Intellectual Property Rights
1. For the purpose of these GTC, “IP Rights” means on a worldwide basis all intellectual property rights including, but not limited to, all rights of the following types, which may exist or be created under the laws of any jurisdiction (in each case whether registrable or not and whether registered or not): (i) trademarks, business names, domain names, trade name rights, work titles; (ii) patents, utility models, and rights to inventions; (iii) copyrights, database rights and other rights associated with works of authorship, including exploitation rights, economic rights in software as set forth in Section 69b German Copyright Act (Urheberrechtsgesetz) and moral rights (Urheberpersönlichkeitsrechte); (iv) design rights; (v) trade secret rights and rights in know-how; (vi) any other proprietary rights in intellectual property; and (vii) any rights in or relating to applications, registrations, renewals, extensions, combinations, divisions, and reissues of any of the rights referred to in clauses (i) through (vi) above.
2. Synthflow retains all right, title, interest, including all related IP Rights, in and to the Software, services and related documentation, its Confidential Information, and all derivative works thereof, or improvements or modifications thereto, by whomever made. Except for the express rights granted herein, Synthflow does not grant any other licenses or access, whether express or implied, to the Software, the services or IP Rights of Synthflow.
3. The User hereby grants Synthflow a non-exclusive, non-transferable, non-sublicensable right to use the Input during the term of the Agreement to the extent necessary for the fulfilment of the Agreement, including the right to reproduce, edit and transmit the Input, including transmission to Third Party Applications.
4. The User hereby further grants Synthflow a non-exclusive, non-transferable and non-sublicensable right to use the Input and Output for the purpose of improving the Software and its own products (e.g. by means of training). This right includes the right to reproduce, edit and transmit the Input to Third Party Applications for such purposes.
5. If not expressly agreed otherwise, the User shall own all right, title, and interest in and to Input and/or Output created with the help of the Software.
6. Ownership of Third Party Applications and all worldwide rights, title and interest in and to the IP Rights associated with Third Party Applications shall remain solely and exclusively with the respective provider of the Third Party Applications.
7. By submitting any ideas, recommendations or other feedback (“Feedback”) related to the Software, the User acknowledges and agrees that Synthflow shall be free to exploit and use Feedback for any purpose without restriction or compensation.
Confidentiality
1. “Confidential Information” means any information, documents, items, materials, substances or electronic files disclosed by one party to the other party in written, electronic, oral or any other form, which is marked confidential by the disclosing party or is to be treated as confidential by its nature.
2. The parties undertake to treat the Confidential Information of the other party as confidential and to use them exclusively for the purposes of the performance of the Agreement.
3. The disclosure of the Confidential Information of the disclosing party by the respective recipient to third parties is only permitted to the extent that this is necessary for the performance of the Agreement, provided that the third party has committed itself to confidentiality vis-à-vis the party making the Confidential Information available to the third party or is bound to confidentiality for professional reasons. Legal disclosure obligations remain unaffected. The respective party making the Confidential Information available to the third party shall be responsible for ensuring that the obligations of these GTC are also observed by such third parties. The party making the Confidential Information available to the third party shall be liable for breaches of the confidentiality obligations under these GTC by such third parties as if they were its own breach.
4. Each party undertakes to protect the Confidential Information of the respective other party by taking appropriate security measures.
5. The foregoing obligations shall not apply to information of which the receiving party can prove that it (i) was or is available to the public in a lawful manner and in a manner not in breach of the provisions of these GTC; (ii) was previously known to the receiving party and was available to it without restriction; (iii) was disclosed to the receiving party by a third party authorized to do so.
6. The respective receiving party undertakes to completely and permanently destroy all documents and records containing Confidential Information of the respective other party or, in the case of electronic data, to permanently delete such data immediately after termination of the Agreement. This shall not affect any statutory storage and archiving obligations.
7. After termination of the Agreement, all rights and obligations of each party with respect to the Confidential Information of the respective other party shall continue to apply for a period of three (3) years.
Data Protection
1. If the User or the End Customer wishes to include any personal data in its Input, the processing of such personal data by Synthflow shall be subject to data processing agreement which Synthflow shall make available upon the User’s request and which shall then be executed between the parties (the “Data Processing Agreement”).
Liability
1. Synthflow is liable for damages caused intentionally or through gross negligence by Synthflow, its legal representatives and vicarious agents, as well as in the event of a breach of a material contractual obligation that is essential for the fulfillment of the contract in the first place and on which the Customer may rely (“Material Duty” – “Kardinalpflicht”).
2. In case of gross negligence and regarding Material Duties in case of simple negligence Synthflow’s liability is limited to the contractually typical foreseeable damage.
3. Otherwise, Synthflow's liability is excluded, irrespective of the legal grounds, unless Synthflow is subject to mandatory liability under the law, in particular for damages resulting from injury to life, limb or health of a person, the assumption of an express guarantee, fraudulent concealment of a defect or under the Product Liability Act.
4. Synthflow’s strict liability for defects existing at the time of delivery of the Software is excluded.
  The limitations of liability in the above paragraphs also apply to claims against legal representatives and vicarious agents of Synthflow.
Term and Termination
1. The Agreement has a minimum term as specified in the Subscription Plan (“Initial Term”). If not otherwise specified in the Subscription Plan or termintaed by either party, the Agreement automatically in each case renews for an additional term (“Renewal Term”).
2. Unless agreed otherwise either party may terminate the Agreement with 3 months’ notice in text form (email is sufficient) (i) for Agreements with fixed terms, to the end of the fixed term and (ii) for Agreements with an unlimited term, any time.
3. Each party may terminate the Agreement for cause
  1. upon 30 days' notice in text form (email is sufficient) to the other party of a material breach if such breach remains uncured at the expiration of such period; or
  2. if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
4. Synthflow may terminate the Agreement without notice period if the User is in breach of
  1. its obligations under Section 11 of these GTC;
  2. its data protection obligations under the GDPR.
5. The User may terminate the Trial Period as set forth in Sections 13.1, 13.2. without notice period at any time before the end of the Trial Period.
Amendments to these GTC
1. Synthflow reserves the right to change or amend these GTC in whole or in part for the following reasons: legal or regulatory reasons, security reasons, to further develop or optimise existing qualities of the Software and to add additional qualities, to adapt to technical progress and make technical adjustments and to guarantee the future functionality of the Software.
2. Synthflow will inform the User of any changes, communicating the specific content of the modified provisions with sufficient advance notice at least two weeks before the planned changes come into force.
3. All declarations concerning amendments to these GTC including this form requirement must be submitted in text form (email is sufficient). This also applies to amendments of this clause.
4. The User has a right to object to such changes within two weeks upon receipt of the notification. If the User does not object to the change notification within two weeks upon its receipt, the changes are deemed as accepted by the User. In the change notification, Synthflow will separately inform the User about the right to object and the above-mentioned legal consequences of remaining silent.
Final Provisions
1. Neither party is entitled to transfer the Agreement or to assign rights or obligations under these GTC to a third party without the prior written consent of the other party.
2. The Agreement and these GTC shall be governed by the laws of the Federal Republic of Germany, excluding the conflict of laws rules of private international law. The applicability of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
3. Exclusive place of jurisdiction for all disputes arising out of or in connection with the Agreement and/or these GTC shall be Berlin, Germany, unless otherwise required by mandatory law.
4. As the single point of contact within the meaning of Article 11 (1) and Article 12 (1) of Regulation (EU) No. 2022/2065 on a single market for digital services (“Digital Services Act”), the following email address is provided: [email protected]. Synthflow accepts inquiries in German and English at this address. Synthflow does not process inquiries other than those regarding the Digital Services Act at this address unless explicitly assigned to this address.