API Agreement

FLUX MODEL API AGREEMENT

Last Updated: 2024-08-01

This Flux Model API Agreement (“Agreement”) is a binding legal agreement between you (referred to in this Agreement as “Developer”) and Black Forest Labs Inc. (the “Company”) and governs your access to and use of the Flux API to integrate your own applications and services with the Flux AI Model (each as defined below).

By accessing or using the Flux API or otherwise accepting the terms of this Agreement, you agree to be bound by the terms of the Agreement. You may not use the Flux API or accept this Agreement if you are not of legal age to form a binding contract with the Company, or if you are barred from using or receiving the Flux API under applicable law.

If you are accepting this Agreement or using the Flux API on behalf of a company, organization, government, or other legal entity, you represent and warrant that you have the authority to bind such company, organization, government, or entity to this Agreement, in which case the words “Developer” as used in this Agreement shall refer to such entity. If you do not agree to the terms of the Agreement, you may not (and you may not allow any of your personnel to) access or use the Flux API.

DEFINITIONS

The following terms shall have the following meanings for the purpose of this Agreement:

1. “Derivative Works” means a revision, modification, translation, abridgment, condensation or expansion of software or other works of authorship or any form in which software or other works of authorship may be recast, transferred, or adapted, and which, if prepared without the consent of the party owning such software or work of authorship, would constitute copyright infringement.
“Developer Application” means Developer’s website and/or application that will be interfacing with the Flux API.
“Flux AI Model” means the Company’s artificial intelligence model that generates new images and other content in response to user prompts and other input.
“Flux API” means the Company’s application programming interface (“API”), and related tools, documentation, data, technology, code, and other materials that the Company makes available to allow developers to integrate their websites and/or applications with the Flux AI Model.
“Input” means the user prompts and other input that Users submit to the Flux AI Model.
“Marks” means trademarks, service marks, trade names, logos or other source identifiers owned by a party.
“Output” is the new content generated by the Flux AI Model based on Input.
“User” means a user of the Developer Application.
LICENSE AND RESTRICTIONS
1. Flux API License. Subject to Developer’s compliance with this Agreement, the Company hereby grants Developer, during the Term (as defined below), a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Flux API solely to develop integrations whereby users of the Developer Application can interface with the Flux AI Model from within the Developer Application.
2. Flux Service Terms. Developer acknowledges that use of the Flux API to connect with the Flux AI Model, and the use of the Flux AI Model itself, are both also subject to the Flux Terms of Service available at: https://blackforestlabs.ai/terms-of-service/, and Developer hereby agrees to the Flux Terms of Service (“Flux Service Terms”). Developer agrees to clearly inform Users prior to their use of the Flux AI Model that by using the Flux AI Model, they agree to be bound by the then-current Flux Service Terms.
3. Compliance with Law. Developer shall use the Flux API and Flux AI Model in accordance with applicable laws and regulations and shall not use the Flux API in connection with any website, application, or other Internet property other than the Developer Application or in any way not expressly permitted under this Agreement. During the Term and following its expiration or early termination, Developer shall not use (or facilitate use of) any alternative means or other technology to access, query, or use the Flux AI Model, other than as provided by the Company to Developer pursuant to this Agreement or otherwise as authorized in writing by the Company.
4. Integration. Developer shall not distribute, publish, facilitate, enable or allow access or linking to the Flux API or Flux AI Model from any location or source other than through the Developer Application as expressly authorized by this Agreement. Developer shall not provide the Flux API or access to the Flux AI Model to any third parties and Developer shall not permit or enable third parties to copy or obtain the Flux API or access to the Flux AI Model from the Developer Application in any manner not expressly authorized by this Agreement.
5. Rate Limits. Developer will not attempt to exceed or circumvent limitations on access, calls and use of the Flux API (“Rate Limits”), or otherwise use the Flux API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise does not comply with this Agreement. If Developer exceeds or the Company reasonably believes that Developer has attempted to circumvent Rate Limits, controls to limit use of the Flux APIs or the terms of this Agreement, then Developer’s ability to use the Flux API may be temporarily suspended or permanently blocked. Developer understands and agrees that the specifications for the Flux API shall be defined by the Company in its sole discretion, and Developer is responsible for its development and other costs associated with integrating with the Flux API.
6. Additional Restrictions. Developer shall not do any of the following in connection with use of the Flux AI Model or Flux API, unless applicable laws or regulations prohibit these restrictions:
  1. modify, decompile, create Derivative Works based upon, or otherwise alter the Flux API or the Flux AI Model, and shall not permit or enable any third parties to do so;
  2. introduce into the Flux AI Model or Company’s systems any viruses, trojan horses, worms, logic bombs or other materials that may damage, detrimentally interfere with, intercept or expropriate the Company’s systems and data;
  3. use the Flux API, Flux AI Model, Input or Output to develop any product, service, or technology that competes with the Company, the Flux AI Model, Flux API, or any of the Company’s products or services;
  4. attempt to gain unauthorized access to, interfere with, damage or disrupt the Flux AI Model, Flux API, or the computer systems or networks connected thereto; or
  5. circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Flux AI Model or Flux API.
7. Modifications. The Company may modify, change, update and/or enhance the Flux API and/or the Flux AI Model or specifications thereof (a “Modification”) at any time in the Company’s sole and exclusive discretion. Developer acknowledges and agrees that such Modifications may affect the Developer Application’s ability to access the Flux AI Model and may require Developer to make changes to the Developer Application at Developer’s cost to enable the Developer Application to continue to be compatible with, and/or interface with, the Flux API and Flux AI Model. The Company will use commercially reasonable efforts to provide Developer with prior notice prior to any Modifications requiring changes to the Developer Application (“Notice”); provided, however, that without limiting Section 8.2 (Limitation of Liability) below, the Company shall not be liable for any costs incurred by Developer, lost profits or damages of any kind arising out of or in connection with any Modification or the Company’s failure to provide a Notice.
FEES
1. Fees. As consideration for use of the Flux API to integrate the Flux AI Model with the Developer Application, Developer will pay the Company a fee according to our pricing or agreed fee for each instance of Input submitted by a User to the Flux AI Model via the Developer Application (the “Fees”). The Fees may be charged up-front and then used as credits on submitted Inputs. However, if Company submits an invoice to Developer for any accrued Fees owed but not yet paid, then within thirty (30) days of receipt of an invoice from the Company, Developer will pay the Company (through a third-party payment processor) the undisputed amounts set forth in such invoice. Developer will only raise Fee disputes in good faith and within thirty (30) days of receipt of an invoice. Developer will work diligently with the Company to resolve any Fee disputes as soon as reasonably possible. Developer will pay disputed amounts, if owed, to the Company within thirty (30) days after the dispute is resolved. Any amounts due to the Company under this Agreement not received by the date due will be subject to a late charge of one percent (1%) per month, or the maximum charge permitted by law, whichever is less. All payments amounts due hereunder shall be paid in U.S. dollars, unless otherwise agreed by the parties. Company may change the Fee structure for use of the Flux API and Flux AI Model at any time, in its sole discretion.
1. Taxes. Each party will be responsible for any taxes based on its income and receipts. The Company may charge and Developer is responsible for paying any national, state, and local sales, use, excise, ad valorem, value-added, consumption, and other taxes and duties imposed on Developer’s use of the Flux API and Flux AI Model hereunder, but not including any taxes based upon the Company’s payroll or income.
OWNERSHIP
1. Flux API and Flux AI Model. As between the Company and Developer, the Company retains all rights, title and interest in and to all intellectual property rights embodied in or pertaining to the Flux API and Flux AI Model. There are no implied licenses under this Agreement, and any rights not expressly granted to Developer hereunder are reserved by the Company. Developer shall not take any action inconsistent with the Company’s ownership of the Flux API and Flux AI Model.
2. Developer Application. Developer retains all rights, title, and interest in and to all intellectual property rights embodied in or pertaining to the Developer Application, excluding any intellectual property rights owned by the Company. The Company shall not take any action inconsistent with Developer’s ownership of the Developer Application.
3. Output. Company claims no ownership rights in and to the Outputs, and Developer and Users may use the Output for their own personal or commercial purposes, subject to any restrictions set forth herein or in the Flux Service Terms. For the avoidance of doubt, Outputs do not include any components of the Flux API or the Flux AI model, such as its weights or parameters.
4. User Data. Developer will provide Users and comply with a publicly available and easily accessible privacy policy or notice and will not disclose or make available to Company any health or other sensitive personal information, or information relating to children, without the rights and consents required by applicable laws. For the avoidance of doubt, each party will have the right to use all User data received in connection with this Agreement in any manner consistent with such party’s privacy policy and applicable law, and the Company has the right to use in any manner all User data received by the Company via the Flux API.
5. Feedback. Company welcomes feedback, comments and suggestions for improvements to the Flux API and Flux AI Model (“Feedback”). Developer acknowledges and expressly agrees that any contribution of Feedback does not and will not give or grant Developer any right, title or interest in the Flux API and Flux AI Model or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to Developer and without retention by Developer of any proprietary or other right or claim.
TERM AND TERMINATION
1. Term. Unless this Agreement is terminated earlier as provided below, this Agreement shall have an initial term of one (1) year commencing on the date that you accept this Agreement (the “Initial Term”), and shall automatically renew for successive one (1)-year periods (each a “Renewal Term”), unless either party provides written notice of termination to the other party at least sixty (60) days prior to the end of the then-current Initial Term or Renewal Term. Unless terminated early in accordance with its terms, the term of this Agreement (“Term”) shall consist of the Initial Term together with any Renewal Terms.
Termination. This Agreement may be terminated by either party upon written notice to the other party (a) if the other party breaches any warranty, representation, covenant or obligation under this Agreement and fails to cure such breach within ten (10) days of receiving written notice of the breach from the non-breaching party, or (b) if the other party is subject to a dissolution, receivership, liquidation, insolvency, conservatorship, consolidation, reorganization, cessation of business, voluntary or involuntary bankruptcy. Developer may terminate this Agreement at any time upon thirty (30) days’ notice to Company.
Effect of Termination; Survival. The provisions of Sections 2.3, 4, 5.3, 6, 7, 8, and 9 shall survive any expiration or termination of this Agreement. All other rights and obligations of the parties shall cease upon expiration or termination of this Agreement, and Developer shall cease use of the Flux API and cease any integrations with the Flux AI Model as of the effective date of termination.
CONFIDENTIAL INFORMATION
1. Confidential Information. Developer may be given access to non-public information, software, and specifications under this Agreement (“Confidential Information”). Developer may use Confidential Information only as necessary in exercising Developer’s rights hereunder. Developer shall not disclose Confidential Information to any third party without the Company’s prior written consent. Developer shall protect Confidential Information from unauthorized use, access, or disclosure in the same manner that Developer would use to protect Developer’s own confidential information of a similar nature and in no event with less than a reasonable degree of care.
2. Exceptions. Notwithstanding anything to the contrary, the obligations of Developer set forth in this Section 6 shall not apply to any information of the Company that: (a) is or becomes a part of the public domain through no wrongful act of Developer; (b) was in Developer’s possession free of any obligation of confidentiality at the time of the Company’s communication thereof to Developer; (c) is developed by Developer completely independent from the Confidential Information of the Company; or (d) was rightfully disclosed to Developer by a third party without restriction on disclosure.
REPRESENTATIONS AND WARRANTIES
1. General. Throughout the term of this Agreement, each party hereby represents and warrants to the other party that:
  1. Authority and Capacity. Each party has the power, authority and capacity to execute, deliver, and perform its obligations under this Agreement. Each party’s execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action.
  2. Binding Obligation. This Agreement constitutes a valid and legally binding agreement enforceable in accordance with its terms, subject to bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the application of the rules of equity, including those respecting the availability of specific performance.
  3. Consent. No consent or approval of any other party or any court or governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement. There is no pending claim, cause of action, governmental action or litigation that, if determined adversely, would affect the party’s ability to perform its obligations hereunder. This Agreement will not result in a default under any other agreement to which the party is bound.
2. Disclaimer of Other Warranties. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES FOR TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE FLUX API OR THE FLUX AI MODEL SHALL OPERATE SECURELY OR WITHOUT INTERRUPTION. DEVELOPER ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN.
INDEMNIFICATION AND LIMITATION OF LIABILITY
1. Indemnification. Developer agrees to indemnify, defend and hold harmless the Company, and its officers, directors, employees, representatives and agents, from and against any and all actions, causes of actions, claims, demands, liabilities, losses, judgments, damages or expenses (collectively, “Claim” or “Claims”) which the Company may at any time incur, sustain or become subject to by reason of any Claim brought by a third party and arising from (a) Developer’s violation or breach of any term of this Agreement or any law or regulation, (b) Developer’s operation of the Developer Application, (c) Developer’s violation of any rights of any third party, (d) Developer’s misuse of the Flux API or Flux AI Model, (e) Developer’s content and Users’ content, and (f) Developer’s negligence or wilful misconduct. Developer will pay all costs, damages, and expenses incurred by the Company, including reasonable attorneys’ fees and costs awarded against or otherwise incurred by the Company in connection with or arising from any such Claim, provided that the Company notifies Developer of any such Claim, and gives Developer control of the defense and any settlement of such Claim. If Developer does not timely and adequately conduct such defense, the Company may, at its option and at Developer’s expense, conduct such defense, contest, litigate or settle the Claim using counsel of its own choice without prejudice to its right of indemnification under this Section 8.1. The Company shall have the right to be represented by counsel at its own expense in any such contest, defense, litigation or settlement conducted by Developer.
1. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE TO DEVELOPER FOR INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE OR THAT PARTY HAS BEEN ADVISED OR HAS CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. COMPANY’S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT OR THE FLUX API OR FLUX AI MODEL, INCLUDING ANY RELATED CAUSE OF ACTION, SHALL BE LIMITED TO THE AMOUNTS PAID BY DEVELOPER TO THE COMPANY IN THE SIX (6) MONTHS PRECEDING THE ACTION THAT GAVE RISE TO THE CLAIM.
MISCELLANEOUS
1. Dispute Resolution. If any dispute arises under this Agreement, including relating to a party’s rights or obligations under this Agreement, and the parties are unable to resolve the dispute in the ordinary course of business, the parties will use good-faith efforts to resolve the matter informally before resorting to more formal means of resolution. After the informal dispute resolution process, any remaining dispute will be resolved by arbitration, including threshold questions of arbitrability of the dispute. The parties agree that any dispute will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect. Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules and will be held in Delaware, or in a place otherwise mutually agreed by the parties. A party may apply to the arbitrator for interim injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved and may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that party pending the arbitration award. Unless otherwise awarded by the arbitrator, each party shall bear its own costs and expenses and an equal share of the arbitrator’s and any administrative arbitration fees. Except to the extent necessary to confirm an award or as may be required by applicable laws, rules and regulations, neither a party nor an arbitrator may disclose the existence, content, or results of an arbitration without the prior written consent of the other parties. In no event shall arbitration be initiated after the applicable Delaware statute of limitations. IN ADDITION, EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH ARBITRATION OR PROCEEDING BASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE, FORUM NON CONVENIENS OR ANY SIMILAR DOCTRINE OR THEORY. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
2. Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
3. Assignment. Developer may not may assign this Agreement without the prior written consent of Company. Subject to the foregoing limitation on assignment, this Agreement is binding upon and inures to the benefit of the successors and assigns of the respective parties hereto.
4. No Agency Relationship. The relationship between the Company and Developer shall not be construed as a joint venture, partnership or principal-agent relationship, and under no circumstances shall any of the employees of one party be deemed to be employees of the other party for any purpose. This Agreement shall not be construed as authority for either party to act for the other in any agency or any other capacity, except as expressly set forth in this Agreement.
5. Third Party Beneficiaries. This Agreement is not intended and shall not be construed to create any rights or benefits upon any person not a party to this Agreement.
6. Costs and Expenses. Unless specifically provided for elsewhere in this Agreement, each party will bear its own costs and expenses, including legal fees, accounting fees and taxes incurred in connection with the performance of this Agreement.
7. Entire Agreement. This Agreement, including any exhibits or other documents attached hereto or referenced herein, each of which is hereby incorporated into this Agreement and made an integral part hereof, constitutes the entire agreement between the parties relating to the subject matter hereof and there are no representations, warranties or commitments except as set forth herein. This Agreement supersedes all prior understandings, negotiations and discussions, written or oral, of the parties relating to the transactions contemplated by this Agreement.
8. Modification; Interpretation. This Agreement may not be changed orally but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification, or discharge is sought. The term “including” as used herein means “including without limitation.”
9. Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in this Section 9.1, or if arbitration does not apply, then the state and federal courts located in Delaware.
10. Provisions Severable. If any provision of this Agreement shall be or become wholly or partially invalid, illegal or unenforceable, such provision shall be enforced to the extent that it is legal and valid and the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns.
11. Waivers; Cumulative Remedies. No failure or delay by a party to insist upon the strict performance of any term or condition under this Agreement or to exercise any right or remedy available under this Agreement at law or in equity, shall imply or otherwise constitute a waiver of such right or remedy, and no single or partial exercise of any right or remedy by any party will preclude exercise of any other right or remedy. All rights and remedies provided in this Agreement are cumulative and not alternative; and are in addition to all other available remedies at law or in equity.
12. Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which shall constitute one and the same instrument.
13. How to Contact Us. You may contact us regarding this Agreement at: Sedanstr. 7, 79098 Freiburg, Germany, or by e-mail at contact@blackforestlabs.ai.