This is a non-binding English translation. The German version is the sole legally binding version.

Terms of Service

Effective date: 2026-06-28

§ 1 Scope and Subject Matter

(1) These Terms of Service apply to the use of the "iMonial" platform. The operator is iMonial GmbH, Kirchenstr. 3, 76344 Eggenstein-Leopoldshafen (hereinafter "iMonial").

(2) iMonial is a platform that connects talents and brands for marketing collaborations. Via the platform, campaign material (photos, videos and voice recordings) as well as AI-assisted creative content is created. In doing so, iMonial acts both as platform operator and as creative service provider.

(3) In addition to these Terms of Service, the Talent Agreement, the Campaign Agreement and, where applicable, the Brand Agreement apply on a supplementary basis. In the event of contradictions between these documents, the following order of precedence applies: (a) the campaign-specific parameters (Annex A of the Campaign Agreement), (b) the Campaign Agreement (main part), (c) the Talent Agreement or the Brand Agreement, (d) these Terms of Service.

(4) The platform is currently in a beta phase. Functions, processes and the range of services may change for objective reasons and with reasonable prior notice. There is no entitlement to the continued existence of individual functions.

(5) Upon transition from the beta phase to regular operation, new Terms of Service will be published. These require renewed consent.

(6) These Terms of Service are provided in German and English. Only the German version is legally binding for the conclusion of the contract.

(7) Users may use the platform as consumers (§ 13 BGB) or as entrepreneurs (§ 14 BGB). The consumer protection provisions apply only to consumers.

(8) For consumers with their habitual residence in another EU member state, the mandatory consumer protection provisions of their state of residence remain unaffected (Art. 6(2) Rome I Regulation).

§ 2 Definitions

The following terms have the following meaning in these Terms of Service (hereinafter also "ToS") and the supplementary agreements:

"Platform" – The SaaS application operated by iMonial. It serves as a platform that connects talents and brands for marketing collaborations, i.e. for campaign material and AI-assisted creative content.

"User" or "You" – Any natural or legal person who holds a confirmed account on the platform. Users are either talents or brands.

"Talent" – A person who registers in order to provide their appearance, their voice or their name for marketing content. Talents contribute to the creation of campaign material (real photos, videos and recordings) and to AI-assisted creative content. Influencer activities also fall under this.

"Brand" – A company, organisation or association that creates campaigns. Brands may register themselves or be represented by iMonial as a service provider.

"Campaign" – A project for the creation of marketing content. A campaign may comprise campaign material, AI-assisted content or both.

"Campaign material" – Image, video or voice recordings created directly for marketing purposes. The material originates from uploads by the talent or from a shoot by the brand or by iMonial. Campaign material is primarily intended for direct use in the campaign.

"AI-assisted content" – Marketing content created using AI tools as a creative aid. iMonial's creative team makes the design decisions in doing so. The AI is a tool, not an author.

"Training data" – Photos, videos and audio recordings uploaded as a basis for the creation of AI-assisted content.

"Assets" – Finished content approved by all parties involved. The term covers both campaign material and AI-assisted content.

§ 3 Registration and User Account

(1) Registration requires legal age (minimum age 18 years). Only one account is permitted per user.

(2) Registration takes place via one of the offered login services (Apple, Google, Facebook, Microsoft) or by e-mail address with a verification code.

(3) Provide correct and complete data upon registration. If your data changes, update your profile promptly.

(4) iMonial collects the date of birth upon registration to verify legal age.

(5) You are responsible for the security of your account. Do not disclose your access data to third parties. Inform iMonial immediately if you suspect unauthorised access to your account.

§ 4 Description of Services

(1) iMonial operates a platform that connects talents and brands for marketing collaborations. The platform offers in particular the following services:

    (a) Registration and profile creation for talents and brands

    (b) Upload of campaign material and training data

    (c) Creation of marketing content by iMonial's creative team using AI tools

    (d) Matching: talents are suggested to brands for campaigns. Talents can also apply for campaigns themselves. Campaign conditions are communicated and negotiated via the platform.

    (e) Campaign management including asset administration, approval workflows and download

(2) iMonial may also act as a service provider for brands and create and manage campaigns on their behalf. The type, scope and remuneration of the creative services are agreed per campaign in a separate Brand Agreement between iMonial and the brand. The Brand Agreement specifies the description of services for the respective campaign.

(3) iMonial is an intermediary, marketplace operator and creative service provider. iMonial does not itself become a contracting party to the agreements between brands and talents, unless iMonial itself acts as a brand in a campaign (cf. Campaign Agreement). The rights and obligations of iMonial towards the brand in connection with asset creation are governed by the respective Brand Agreement. The rights and obligations of iMonial towards the talent are governed by the respective Talent Agreement.

(4) Use of the platform is free of charge during the beta phase. iMonial reserves the right to introduce paid services after the end of the beta phase.

(5) During the beta phase there are no guaranteed availability times (no SLA). Functions may change, be added or discontinued. The business model and monetisation are not yet conclusively determined.

(6) For the creation of AI-assisted content, iMonial uses AI tools from third-party providers.

§ 5 Obligations of Users

(1) Use the platform exclusively lawfully and in accordance with these Terms of Service.

(2) Keep your account data current and correct.

(3) Automated access to the platform is not permitted. This applies in particular to bots, scrapers, AI agents and large language models (LLMs), insofar as these are not part of the platform itself.

(4) It is prohibited to register under a false identity or to impersonate another person. In particular, no content may be uploaded that depicts other persons without their consent or imitates their identity.

(5) Contacts between talents and brands established via the platform are, during the term of the contract and for twelve (12) months after the end of the contract, to be processed via the platform, insofar as the collaboration falls within the scope of services of the platform and monetary remuneration has been agreed within the scope of the platform. In the event of circumvention of this obligation, the circumventing party is obliged to reimburse iMonial for the lost placement fee. The amount is calculated according to the rates set out in Annex A of the respective Campaign Agreement, but at most in the amount of the placement fee last paid. The talent and the brand are entitled to provide evidence that no damage or lesser damage has occurred. The commission protection lapses if (a) no monetary remuneration was agreed within the scope of the platform, or (b) the circumventing party demonstrates that the contact came about independently of the platform. The details are governed by the Talent Agreement or the Brand Agreement.

(6) Reverse engineering of the platform, its software or its interfaces is prohibited, insofar as not mandatorily permitted by law (in particular §§ 69d, 69e UrhG).

(7) Upload only content to which you hold the necessary rights. This applies to both campaign material and training data.

(8) Do not place any unlawful or harmful content on the platform. This includes in particular content that infringes personality rights, copyrights or youth protection provisions.

(9) You are obliged to comply with the statutory provisions applicable to you, in particular the GDPR, the Act against Unfair Competition (UWG), the Copyright Act (UrhG) and the Art Copyright Act (KUG).

§ 6 Intellectual Property

(1) The platform itself, including software, design and trademarks, is the intellectual property of iMonial. Use of the platform grants no rights to this property.

(2) You retain all rights to content that you upload to the platform. This concerns both training data and campaign material.

(3) By uploading, you grant iMonial a simple, non-transferable right of use that is limited to the operation of the platform. Notwithstanding this, further grants of rights apply pursuant to the respective special agreements.

(4) The rights to campaign content, i.e. to campaign material and AI-assisted content, are governed by the respective special agreements (Talent Agreement, Campaign Agreement, where applicable Brand Agreement).

(5) Campaign material and assets may only be used after full approval pursuant to the respective Campaign Agreement.

(6) Excepted from this is the platform-internal use by iMonial, in particular for the creation of watermarks, thumbnails and quality assurance. This does not require separate approval.

(7) Interim results and drafts created within the scope of a campaign are confidential and may not be shared outside the platform without the consent of all parties involved.

(8) Upon termination of the contract, the right to use the platform expires. Content already downloaded may continue to be used within the scope of the respective Campaign Agreement.

(9) The use of platform content for training the AI models of third parties is not permitted.

(10) The disclosure of platform content to third parties is only permitted within the scope of the respective Campaign Agreement and the rights of use granted therein.

§ 7 Labelling and Transparency

(1) iMonial complies with the applicable statutory transparency and labelling obligations, in particular pursuant to Regulation (EU) 2024/1689 (EU AI Act).

(2) Content created using AI tools is provided by iMonial with machine-readable provenance information (e.g. C2PA, IPTC metadata).

(3) Approved assets bear by default a digital watermark of iMonial GmbH. The watermark may reference the talent's display name. A deviating arrangement may be made in the respective Campaign Agreement.

(4) Labelling, provenance information and watermarks may not be removed, altered or rendered ineffective by any party.

(5) On each publication of assets, the AI-assisted nature must be disclosed in accordance with the applicable statutory requirements.

§ 8 Availability and Warranty

(1) iMonial endeavours to make the platform available as uninterruptedly as possible. During the beta phase there are no guaranteed availability times.

(2) Maintenance work may result in the platform being temporarily unavailable or available only to a limited extent. iMonial will, where possible, announce planned maintenance work in advance.

(3) The statutory warranty rights for consumers pursuant to §§ 327 et seq. BGB remain unaffected.

§ 9 Limitation of Liability

(1) iMonial is liable without limitation for damage caused by intentional or grossly negligent conduct of iMonial, its legal representatives or vicarious agents.

(2) iMonial is liable without limitation for damage arising from injury to life, body or health based on a negligent or intentional breach of duty by iMonial or its representatives.

(3) In the case of slightly negligent breach of material contractual obligations (cardinal obligations), iMonial is liable limited in amount to the foreseeable damage typical of the contract. Material contractual obligations are those whose fulfilment makes the proper performance of the contract possible in the first place and on whose compliance you may regularly rely.

(4) Otherwise, iMonial's liability for slight negligence is excluded.

(5) The foregoing limitations of liability also apply in favour of the legal representatives, employees and vicarious agents of iMonial.

(6) iMonial endeavours to provide AI-assisted content in the best possible quality. Due to the nature of AI tools, however, individual results may vary for technical reasons. The approval procedure pursuant to the Campaign Agreement serves the purpose of quality assurance. You are obliged to check all content independently before use.

(7) After approval (approval) has taken place, each party that uses the approved assets bears responsibility for the manner of use, in particular for the selection of distribution channels, the combination with other content and compliance with the usage restrictions set out in the Campaign Agreement. The approval does not release iMonial from liability for defects of the assets that already existed at the time of creation and that were not recognisable to the approving party upon reasonable examination. The limitations of liability pursuant to paras. 1-5 remain unaffected.

(8) All parties involved are obliged to check content independently for possible infringements of rights before approval. In the event of suspicion of infringement of third-party rights, each party can request blocking via the escalation process pursuant to the Campaign Agreement.

(9) For content that users upload to the platform, as well as for agreements that users conclude among themselves, iMonial is not liable notwithstanding paras. 1-5.

(10) Liability under the Product Liability Act remains unaffected.

§ 10 Data Protection

(1) Details on the processing of personal data can be found in iMonial's Privacy Policy as well as in the Talent Agreement, the Campaign Agreement and - where applicable - the Brand Agreement.

(2) You can request the deactivation and deletion of your account at any time. The account is first deactivated (no longer visible in the marketplace, no new campaigns). Existing Campaign Agreements remain unaffected and are processed according to their own provisions. After completion of the last active campaign and expiry of a period of 30 days, final deletion takes place, unless the request is withdrawn in the meantime. Statutory retention periods remain unaffected.

(3) Insofar as iMonial processes personal data on behalf of the brand, iMonial and the brand conclude a data processing agreement pursuant to Art. 28 GDPR. Insofar as iMonial and the brand jointly process the talent's personal data and jointly decide on the purposes and means of processing, they regulate their respective responsibilities in an agreement pursuant to Art. 26 GDPR. Further details follow from the Brand Agreement and the Privacy Policy.

§ 11 Term and Termination

(1) The usage contract runs for an indefinite period. Both sides may terminate it by ordinary termination with a notice period of 14 days. The notice periods for the Talent Agreement and Campaign Agreements are governed by the provisions set out therein and may deviate from this period.

(2) The right to extraordinary termination for good cause remains unaffected. Good cause exists in particular if a party repeatedly or seriously breaches material obligations under these Terms of Service.

(3) During the beta phase, iMonial may discontinue the platform with a notice period of 14 days. The termination is communicated by e-mail or via the platform. During the notice period, iMonial enables the download of assets already approved.

(4) After the end of the contract, iMonial retains data only insofar as statutory retention obligations exist (in particular under HGB and AO).

(5) Campaign Agreements and Talent Agreements already concluded remain unaffected by the termination of the usage contract and continue to apply according to their own provisions.

§ 12 Changes to the Terms of Service

(1) iMonial is entitled to change and adapt these Terms of Service during the term of the contract with effect for the future if this becomes necessary for an objective reason, in particular (a) due to mandatory statutory changes, official orders or changed supreme court case law; (b) due to changed technical conditions, insofar as this is necessary to maintain proper platform operation; (c) to close security or regulatory gaps that have become known subsequently; or (d) upon introduction of new services or functions of the platform, insofar as the change does not unreasonably alter the existing services to the detriment of the user. A right to change the scope of services to the unreasonable detriment of the user or to introduce or increase fees is not established by this clause.

(2) iMonial will transmit the amended Terms of Service to the user at least four (4) weeks before the planned entry into force in text form (e-mail to the e-mail address stored in the user account) and will, in doing so, separately and in a prominent form point out the new provisions, the date of the planned entry into force, the user's right to object, the objection period and the legal consequence of silence.

(3) If the user does not object to the amended Terms of Service within four (4) weeks of receipt of the notice in text form, the amended Terms of Service are deemed approved by the user. The running of the period presupposes that iMonial has pointed out the significance of the user's silence in the notice of change in a typographically prominent form.

(4) If the user objects to the amended Terms of Service in due time, the contractual relationship is continued under the previous conditions. In this case, both sides have a special right of termination with a notice period of 14 days to the planned entry into force of the change. Campaign Agreements and Talent Agreements already concluded remain unaffected by a termination under this paragraph and are processed according to their own provisions.

(5) During the beta phase (§ 1(4)), more frequent changes are to be expected. Upon transition from the beta phase to regular operation, new Terms of Service will be published which require renewed explicit consent of the user; the objection procedure under paras. 1 to 4 is not applicable to this transition.

§ 13 Final Provisions

(1) The law of the Federal Republic of Germany applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) For consumers with their habitual residence in another EU member state, the mandatory consumer protection provisions of their state of residence remain applicable (Art. 6(2) Rome I Regulation).

(3) For disputes with entrepreneurs, the court at iMonial's registered office in Karlsruhe has jurisdiction. For disputes with consumers, the statutory jurisdiction rules apply, including the Brussels Ia Regulation.

(4) Severability clause. Should a provision of these Terms of Service be or become invalid, the validity of the remaining provisions remains unaffected.

(5) iMonial is not obliged to participate in a dispute resolution procedure before a consumer arbitration board and does not currently participate in one.

(6) In the event of disputes between the parties, iMonial offers internal mediation. The mediation is voluntary and non-binding. The right to bring an action before the courts remains unaffected.

(7) Declarations in connection with these Terms of Service require at least text form.