Ontoworks Terms and Conditions

2.1 Agreement to Terms

You must accept these Terms to use the Service. Use of the Service constitutes acceptance. If you do not agree, you may not access or use the Service.

2.2 Updates to Terms

We may modify these Terms from time to time to reflect changes in the Service, legal requirements, or business practices^[1]. We will provide notice of material changes via email or in-app notification at least 30 days before the effective date. Continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree to the changes, you may terminate your subscription in accordance with Section 14.

3.1 Account creation

To use the Service, you must create an account by providing accurate, complete, and current information, including business name, contact details, and billing information.

3.2 Eligibility

You must be at least 18 years old and have the legal capacity to enter into binding contracts. The Service is intended for professional use by businesses, production companies, broadcasters, agencies, and creative professionals in the media industry.

3.3 Account security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorised use or security breach. We are not liable for losses arising from unauthorised access to your account if you have failed to protect your credentials.

3.4 Accurate information

You must keep your account information up to date. We may suspend or terminate accounts with materially inaccurate or outdated information.

4.1 Subscription tiers

Ontoworks offers multiple Subscription Plans (Essentials, Professional, Enterprise) with different features, storage limits, user allowances, and AI processing capabilities as described on our website and in your order form^[2].

4.2 Fees and payment

You agree to pay all fees associated with your selected Subscription Plan. Fees are billed monthly or annually in advance, as selected at signup. Payment is due upon invoice or, for automated billing, on the billing date. All fees are non-refundable except as expressly stated in Section 14.3.

4.3 Price changes

We may change our fees upon 60 days' notice. Price changes will not affect your current billing period but will apply to subsequent renewal periods. If you do not agree to a price increase, you may terminate your subscription before the renewal date.

4.4 Taxes

Fees are exclusive of all taxes, levies, or duties (including VAT, sales tax, GST). You are responsible for payment of all such taxes except those based on our net income. Where required by law, we will invoice you inclusive of applicable taxes.

4.5 Late payment and suspension

If payment is overdue by more than 14 days, we may suspend access to the Service until payment is received. Suspension does not relieve you of payment obligations. We may charge interest on overdue amounts at the statutory rate applicable in Germany or 1.5% per month, whichever is lower.

5.1 Service delivery

We will use commercially reasonable efforts to make the Service available 24/7, except for scheduled maintenance and unforeseen downtime. We aim for 99.5% uptime (monthly average) for paid plans, excluding scheduled maintenance windows.

5.2 Maintenance and updates

We may perform scheduled maintenance with at least 48 hours' notice (except for urgent security or stability fixes). During maintenance, the Service or certain features may be unavailable. We will use reasonable efforts to schedule maintenance during low-usage periods.

5.3 Changes to the Service

We may add, modify, or discontinue features or functionality of the Service at any time. We will provide reasonable notice of material changes that negatively affect core functionality. No notice is required for enhancements, bug fixes, or minor adjustments.

5.4 No warranty of uninterrupted service

While we strive for high availability, we do not guarantee uninterrupted or error-free operation. The Service is provided "as is" and "as available" to the extent permitted by law.

6.1 Ownership of Customer Content

You retain all intellectual property rights in your Customer Content. You do not transfer ownership of your content to us by uploading or using it within the Service.

6.2 Licence to Ontoworks

You grant us a limited, non-exclusive, worldwide, royalty-free licence to host, store, process, display, and transmit Customer Content solely to provide the Service to you, including:

• processing video and audio for AI analysis, tagging, and rough-cut generation,
• temporary caching and format conversion for performance,
• backup and disaster recovery,
• technical support and troubleshooting.

This licence terminates when you delete content from the Service or terminate your account, subject to reasonable retention for backup or legal compliance (typically 30 days post-deletion).

6.3 Use of content for AI training (opt-in only)

By default, Customer Content is not used to train or improve Ontoworks AI models beyond your own organisation's projects. Cross-customer AI training (which may improve the general quality of Ontovision models for all users) is opt-in only and subject to additional contractual safeguards and, where required, your explicit consent^[3][4].

If you opt in to cross-customer training:

• we will apply data minimisation, pseudonymisation, and anonymisation techniques where feasible,
• identifiable personal data of individuals in your footage will not be intentionally reproduced or disclosed to other customers,
• you represent that you have the necessary rights and consents to permit such use in compliance with applicable data protection law.

You may withdraw consent for cross-customer training at any time via your account settings, but this will not affect models already trained prior to withdrawal.

6.4 Restrictions on Customer Content

You represent and warrant that your Customer Content and its use within the Service:

• does not infringe any third-party intellectual property, privacy, publicity, or other rights,
• complies with all applicable laws and regulations,
• does not contain viruses, malware, or harmful code,
• is not defamatory, obscene, unlawful, or otherwise objectionable.

You are solely responsible for ensuring you have all necessary rights, licences, and consents (including from individuals appearing in footage) to upload and process Customer Content via the Service.

6.5 Prohibited content

You may not upload or process content that:

• depicts or promotes illegal activity, violence, terrorism, child exploitation, or human trafficking,
• violates export control, sanctions, or anti-money laundering laws,
• infringes intellectual property or breaches confidentiality obligations,
• contains excessive or gratuitous depictions of violence or graphic content unrelated to legitimate creative production purposes.

We reserve the right (but have no obligation) to review, monitor, or remove content that violates these Terms or applicable law.

6.6 Ownership of the Service

Ontoworks and its licensors own all intellectual property rights in the Service, including software, algorithms, AI models, user interface, documentation, and trademarks. These Terms do not grant you any rights to our intellectual property except the limited right to use the Service as set out herein.

You may not reverse engineer, decompile, or disassemble the Service, or attempt to derive source code or algorithms (except to the extent such restriction is prohibited by applicable law).

7.1 Permitted use

You may use the Service solely for lawful business purposes related to video production, post-production, editing, and distribution. You may allow your employees, contractors, and authorised collaborators ("Users") to access the Service under your account, subject to the user limits of your Subscription Plan.

7.2 Prohibited activities

You may not:

• resell, sublicense, or otherwise commercially exploit the Service for the benefit of third parties without our express written consent,
• use the Service to provide services to third parties (e.g. as a service bureau) unless you hold an Enterprise plan with explicit authorisation,
• use automated tools (bots, scrapers) to access the Service except through official APIs and within documented rate limits,
• attempt to gain unauthorised access to the Service, other customers' accounts, or our systems,
• interfere with or disrupt the integrity or performance of the Service or its underlying infrastructure,
• use the Service to transmit spam, malware, or unsolicited communications,
• circumvent technical restrictions, usage limits, or access controls,
• use the Service in any manner that violates applicable laws, including but not limited to data protection, intellectual property, export control, and media regulation laws.

7.3 Compliance with laws

You are responsible for compliance with all applicable laws and regulations in connection with your use of the Service, including but not limited to GDPR, national data protection laws, copyright and related rights laws, and media regulations in your jurisdiction^[5][6].

7.4 Enforcement

We may investigate suspected violations of these Terms and cooperate with law enforcement authorities. We reserve the right to suspend or terminate accounts that violate these Terms or applicable law, with or without notice depending on severity.

8.1 Roles and responsibilities

For personal data contained in Customer Content, you act as data controller and we act as data processor under GDPR and comparable laws. Our processing is governed by the Data Processing Agreement (DPA) incorporated into these Terms (Annex A or as separately executed).

8.2 Data Processing Agreement

The DPA sets out:

• scope, nature, purpose, and duration of processing,
• types of personal data and categories of data subjects,
• your instructions to us as processor,
• our obligations for security, confidentiality, sub-processing, assistance with data subject rights, incident notification, audits, and return or deletion of data.

In the event of conflict between these Terms and the DPA, the DPA prevails on data protection matters.

8.3 Data security and confidentiality

We implement appropriate technical and organisational measures to protect personal data, including encryption, access controls, logging, and staff training, as described in our Privacy Policy and DPA^[3][7].

8.4 Sub-processors

We may engage sub-processors (hosting providers, AI infrastructure vendors, analytics services) to assist in delivering the Service. We maintain a list of current sub-processors on our website. We will notify you of any changes to sub-processors and you may object on reasonable data protection grounds within 30 days. All sub-processors are bound by written contracts with equivalent data protection obligations.

8.5 International data transfers

Processing primarily takes place within the EU/EEA on EU-hosted infrastructure. Where transfers outside the EU/EEA occur (e.g. UK, Switzerland, or third countries), we ensure appropriate safeguards such as Standard Contractual Clauses (SCCs), adequacy decisions, or equivalent mechanisms as described in our Privacy Policy.

8.6 Your controller obligations

You are responsible as data controller for:

• ensuring lawful basis for processing personal data within Customer Content,
• obtaining necessary consents from individuals appearing in footage (e.g. performers, interview subjects) where required,
• providing appropriate privacy notices to data subjects,
• responding to data subject rights requests (we will assist as processor),
• conducting Data Protection Impact Assessments (DPIAs) where required by law for high-risk processing; we will cooperate and provide necessary information.

9.1 Confidential Information

Each party may disclose confidential business, technical, or proprietary information to the other ("Confidential Information"). Confidential Information includes Customer Content, account credentials, pricing, technical specifications, and any information marked or reasonably understood to be confidential.

9.2 Obligations

The receiving party will:

• protect Confidential Information using at least the same degree of care as it uses for its own confidential information (and no less than reasonable care),
• not disclose Confidential Information to third parties except to employees, contractors, or professional advisers with a need to know and under confidentiality obligations,
• use Confidential Information solely to perform obligations or exercise rights under these Terms.

9.3 Exceptions

Confidential Information does not include information that:

• is or becomes publicly available through no breach by the receiving party,
• is independently developed by the receiving party without use of Confidential Information,
• is rightfully received from a third party without confidentiality restrictions,
• must be disclosed pursuant to law or court order (provided the receiving party gives prompt notice and reasonable assistance to limit disclosure).

9.4 Duration

Confidentiality obligations survive for five (5) years after disclosure or termination of these Terms, whichever is later, except that obligations relating to trade secrets continue indefinitely or until the information ceases to qualify as a trade secret.

10.1 Nature of AI outputs

The Service uses AI and machine learning models to analyse footage, generate tags, suggest rough cuts, and, where enabled, generate or synthesise video, audio, or text elements ("AI Outputs"). AI Outputs are probabilistic and may contain errors, inaccuracies, or unexpected results.

10.2 User responsibility for review and control

You are solely responsible for reviewing, verifying, and deciding whether to use AI Outputs. We do not guarantee the accuracy, completeness, quality, or suitability of AI Outputs for your purposes. You must exercise editorial judgment and human oversight before relying on or publishing AI Outputs^[3][4].

10.3 No liability for AI content

We are not liable for any loss, damage, or liability arising from your use of AI Outputs, including but not limited to:

• factual inaccuracies, misrepresentations, or creative deficiencies,
• infringement of third-party intellectual property (you are responsible for ensuring AI Outputs do not infringe),
• failure to meet regulatory standards (e.g. broadcasting standards, advertising codes),
• reputational harm or contractual disputes arising from use of AI Outputs.

10.4 AI transparency and labelling

Where required by applicable law (including the EU AI Act and national media regulations), you are responsible for appropriate disclosure and labelling of AI-generated or AI-assisted content in your productions^[5][8]. Ontoworks provides metadata indicating which elements are AI-generated, but you must ensure compliance with applicable transparency and labelling obligations when publishing or distributing content.

10.5 Bias and fairness

We strive to develop and deploy AI models responsibly, but AI systems may reflect biases present in training data or exhibit unexpected behaviour. You should assess AI Outputs for fairness, representation, and compliance with your editorial and legal standards. We welcome feedback on model behaviour and are committed to continuous improvement.

11.1 DMCA and copyright notices (for user-uploaded content)

If you believe that content uploaded by another user infringes your copyright, you may submit a notice to us at contact@ontoworks.ai with:

• identification of the copyrighted work claimed to be infringed,
• identification of the infringing material and its location in the Service,
• your contact information,
• a statement that you have a good faith belief the use is not authorised,
• a statement of accuracy under penalty of perjury,
• your physical or electronic signature.

We will investigate and may remove or disable access to allegedly infringing content in accordance with applicable law.

11.2 Counter-notification

If you believe content you uploaded was removed in error, you may submit a counter-notification. We will follow the procedures required by applicable law, including the EU Copyright Directive and German copyright law.

11.3 Indemnity by Customer

You indemnify and hold Ontoworks harmless from any claims, damages, or expenses (including reasonable legal fees) arising from infringement or alleged infringement by your Customer Content of any third-party intellectual property or other rights.

12.1 Mutual warranties

Each party warrants that:

• it has the legal power and authority to enter into these Terms,
• these Terms constitute a valid and binding obligation.

12.2 Ontoworks warranties

We warrant that:

• the Service will perform materially in accordance with our published documentation,
• we will comply with applicable laws in providing the Service,
• we will use industry-standard measures to protect against malware and security threats.

If the Service fails to meet these warranties, your sole remedy is for us to use commercially reasonable efforts to correct the issue or, if we cannot do so within a reasonable time, you may terminate your subscription and receive a pro-rata refund of prepaid fees for the unused portion.

12.3 Disclaimers

Except as expressly stated in Section 12.2, the Service is provided "as is" and "as available" to the maximum extent permitted by law.

We disclaim all other warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade.

We do not warrant that:

• the Service will be uninterrupted, error-free, or secure,
• defects will be corrected,
• the Service or servers are free of viruses or harmful components,
• AI Outputs will be accurate, complete, or suitable for your purposes.

German law (§ 309 No. 7 BGB) and consumer protection laws may limit the exclusion of certain warranties. To the extent disclaimers are not permitted, our liability is limited as set out in Section 13.

13.1 Exclusion of consequential damages

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, business opportunities, or reputation, even if advised of the possibility of such damages.

13.2 Liability cap

Ontoworks' total aggregate liability arising out of or relating to these Terms or the Service, whether in contract, tort, or otherwise, will not exceed the amounts paid by you to Ontoworks in the twelve (12) months preceding the claim.

13.3 Exceptions to limitations

The limitations in Sections 13.1 and 13.2 do not apply to:

• your payment obligations or indemnity obligations under these Terms,
• liability for death or personal injury caused by negligence,
• liability for fraud or fraudulent misrepresentation,
• liability for wilful misconduct or gross negligence (in Germany: Vorsatz oder grobe Fahrlässigkeit),
• any liability that cannot be excluded or limited under applicable law.

13.4 Statutory liability under German law

If you are a consumer under German law, statutory liability for damages caused by us, our legal representatives, or vicarious agents (Erfüllungsgehilfen) applies. In case of slight negligence (leichte Fahrlässigkeit), we are liable only for breach of essential contractual obligations (cardinal duties, wesentliche Vertragspflichten), and liability is limited to foreseeable and typical damages.

14.1 Term

These Terms commence when you accept them and continue until terminated by either party in accordance with this Section.

14.2 Termination by Customer

You may terminate your subscription at any time via your account settings or by written notice to contact@ontoworks.ai. Termination will be effective at the end of your current billing period. You remain responsible for all fees incurred prior to termination. No refunds are provided for partial billing periods except as stated in Section 12.2.

14.3 Termination by Ontoworks for cause

We may terminate or suspend your account immediately if:

• you materially breach these Terms and fail to cure within 14 days of written notice,
• you fail to pay fees within 30 days of the due date,
• your use of the Service poses a security or legal risk to us or other users,
• we are required to do so by law or order of a competent authority,
• you engage in fraudulent, unlawful, or abusive conduct.

14.4 Termination by Ontoworks for convenience

We may terminate the Service or your subscription upon 90 days' written notice for business reasons (e.g. discontinuation of the Service). In such case, you will receive a pro-rata refund of prepaid fees for the unused portion after the termination date.

14.5 Effects of termination

Upon termination:

• your right to access and use the Service ends immediately,
• we will cease processing Customer Content (except as required for legal compliance),
• you should export and download your Customer Content before termination; we are not obligated to provide access after termination,
• we will delete Customer Content within 30 days of termination (subject to backup retention policies and legal obligations),
• Sections 6 (IP ownership), 9 (confidentiality), 11 (indemnity), 12 (disclaimers), 13 (limitations), 15 (indemnification), and 16 (general provisions) survive termination.

14.6 Suspension

We may suspend access to the Service (without terminating the contract) if:

• your account is subject to investigation for suspected breach or abuse,
• required to comply with legal obligations or protect security,
• payment is overdue (as described in Section 4.5).

We will provide notice of suspension where reasonably practicable. Suspension does not relieve you of payment obligations.

15.1 Indemnity by Customer

You will indemnify, defend, and hold harmless Ontoworks and its affiliates, directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

• your Customer Content or any claim that it infringes third-party rights,
• your use of the Service in violation of these Terms or applicable law,
• breach of your representations, warranties, or obligations under these Terms.

15.2 Indemnity by Ontoworks

We will indemnify, defend, and hold you harmless from claims that the Service itself (excluding Customer Content and third-party services) infringes a third party's valid patent, copyright, or trademark, provided you:

• promptly notify us in writing of the claim,
• grant us sole control of the defence and settlement,
• provide reasonable cooperation at our expense.

If the Service is or is likely to become subject to an infringement claim, we may at our option:

• obtain the right for you to continue using the Service,
• modify or replace the Service to make it non-infringing,
• if neither is commercially reasonable, terminate your subscription and refund prepaid fees for the unused portion.

This Section 15.2 states our entire liability and your exclusive remedy for infringement claims.

15.3 Process

The indemnified party will:

• promptly notify the indemnifying party of the claim,
• provide reasonable cooperation,
• allow the indemnifying party to control the defence and settlement (provided the settlement does not impose obligations on the indemnified party or admit liability without consent).

16.1 Governing law

These Terms are governed by the laws of the Federal Republic of Germany, excluding its conflict of law principles and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

16.2 Jurisdiction

Any disputes arising out of or relating to these Terms will be subject to the exclusive jurisdiction of the courts of Munich, Germany, except where mandatory consumer protection laws require jurisdiction in your place of residence.

If you are a consumer, you also have the right to bring proceedings in the courts of your habitual residence.

16.3 Dispute resolution and mediation

Before initiating court proceedings, the parties agree to attempt to resolve disputes amicably through negotiation. Either party may propose non-binding mediation. This does not limit either party's right to seek urgent injunctive relief.

16.4 Entire agreement

These Terms, together with the DPA, Privacy Policy, and any applicable order forms or statements of work, constitute the entire agreement between you and Ontoworks regarding the Service and supersede all prior or contemporaneous communications and proposals.

16.5 Amendments

We may update these Terms as described in Section 2.2. No other amendment is valid unless in writing and signed by authorised representatives of both parties.

16.6 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it valid and enforceable.

16.7 Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by the waiving party.

16.8 Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets, or to an affiliate, upon notice to you. These Terms bind and benefit the parties' permitted successors and assigns.

16.9 Force majeure

Neither party will be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, pandemic, government action, internet or telecommunications failures, or natural disasters. The affected party will notify the other promptly and use reasonable efforts to mitigate. If the force majeure event continues for more than 60 days, either party may terminate upon written notice.

16.10 Export and sanctions compliance

You may not use the Service in violation of any export control, sanctions, or embargo laws and regulations of the EU, Germany, the United States, or other applicable jurisdictions. You represent that you and your Users are not located in, or nationals of, any country subject to comprehensive sanctions, and are not on any government restricted party list.

16.11 Independent contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship. Neither party has authority to bind the other.

16.12 Notices

Notices under these Terms must be in writing and delivered by email to the addresses specified in your account (for you) or contact@ontoworks.ai (for us), or by registered mail to the addresses in Section 2 (Data Controller) or your registered address. Notices are deemed received when delivered by email (if during business hours) or upon delivery by mail.

16.13 Language

These Terms are drafted in English. Translations may be provided for convenience, but in case of conflict, the English version prevails. For German consumers or where required by law, German-language versions will be made available and will be equally authoritative.

16.14 Third-party services

The Service may integrate with or reference third-party services (e.g. Adobe Premiere Pro, DaVinci Resolve, cloud storage providers). Your use of third-party services is subject to separate terms between you and those third parties. We are not responsible for third-party services or their performance.

16.15 Survival

Provisions that by their nature should survive termination (including Sections 6, 9, 11, 12, 13, 15, and 16) will survive termination or expiration of these Terms.