Terms of Service - CoDesign

These Terms of Service (“Terms”) are an agreement between IMG.LY GmbH, Kortumstraße 19-21, 44787 Bochum, Germany (“IMG.LY”, “we”, “us”) and the person or entity accepting them (“you”). They govern your use of CoDesign as described in Section 1.

1.1 Covered services. These Terms govern the CoDesign MCP server and engine, the CoDesign agentic APIs and harness, and the IMG.LY-hosted editor surfaces made available in connection with CoDesign (together, “CoDesign”).

1.2 Acceptance. You accept these Terms by clicking to accept them at installation, first run, or account signup, or by using CoDesign after being presented with them. If you accept on behalf of an entity, you represent that you are authorized to bind that entity, and “you” refers to that entity.

1.3 Consumers and businesses. CoDesign’s free tier is available to both businesses and consumers. Where you are a consumer (Verbraucher, § 13 BGB), the consumer-protective provisions of these Terms (in particular Sections 12.4, 13 and 14.2) and mandatory statutory law apply and prevail over any conflicting provision. Paid Credit Balances under the AI Gateway Addendum remain available to business customers only, as set out in that Addendum.

1.4 Relationship to other IMG.LY agreements; precedence. These Terms are a standalone agreement. They do not grant any rights to the IMG.LY SDKs. If you are party to more than one IMG.LY instrument, the following order of precedence applies to the extent of any conflict:

1. an executed Order Form together with the IMG.LY SDK Terms of Service, for the SDKs and deployments licensed thereunder (including enterprise and self-hosted CoDesign deployments);
2. the AI Gateway Addendum, for Credit Balances and Gateway-routed model usage;
3. these Terms, for all other use of CoDesign, including the free local tier and your CoDesign account.

Nothing in these Terms limits rights you have validly acquired under an Order Form.

“Software” means the CoDesign MCP server and engine as shipped by IMG.LY for local use, including updates we make available, in object code / binary form only.

“Inputs” means content you submit to or process with CoDesign, including prompts, uploaded assets, and imported files (such as PSD, InDesign, or Figma files).

“Outputs” means designs exported from CoDesign in any format, including image, PDF, video, and HTML exports.

“Bundled Content” means fonts, stickers, stock assets, templates, and similar content supplied by IMG.LY and shipped with or made available within CoDesign.

“Provide” (and “Provision”) means making the capabilities of the Software available to any person other than the individual who installed and operates it. Without limitation, the Software is Provided where it is (a) hosted, deployed, or operated on shared or server infrastructure for access by others (including colleagues accessing a common deployment); (b) offered, resold, or redistributed to third parties; (c) wrapped into or operated behind a product, service, or API offered to others; or (d) Embedded in an offering, meaning packaged or integrated such that the offering requires the Software to be accessed, downloaded, or installed in order to operate, regardless of who performs the installation.

“Order Form”, “SDK ToS”, and “AI Gateway Addendum” refer to the corresponding IMG.LY instruments as published at img.ly or executed between you and IMG.LY.

“Model Rules” means the usage terms, policies, and restrictions of the AI model providers whose models are accessible through CoDesign.

“BYOK” means the use of API keys you supply for third-party model providers.

3.1 Grant. Subject to these Terms, IMG.LY grants you a worldwide, non-exclusive, non-transferable, non-sublicensable, free-of-charge right to install and run the Software locally, on machines under your control, for first-party use, via stdio transport only. “First-party use” means that the capabilities of the running Software are used only by the individual who installed it. No Order Form is required for this tier.

3.2 Commercial use of Outputs. You may use Outputs commercially without restriction under these Terms, including for agency work and client deliverables. Section 5 governs Outputs in detail.

3.3 Interpretive principle. These Terms are to be interpreted in light of the following principle: what you make with CoDesign is yours; what CoDesign is stays ours. In case of doubt, rights in Outputs are construed broadly in your favor, and rights in the Software are construed in favor of IMG.LY.

3.4 Reservation of rights. All rights in the Software and CoDesign not expressly granted remain with IMG.LY and its licensors. There is no obligation to provide source code, maintenance, support, or any particular availability for the free tier.

4.1 No redistribution of the Software. You must not sell, resell, rent, lease, lend, redistribute, publish, or otherwise share the Software itself, in whole or in part.

4.2 No Provision. You must not Provide the Software under the free tier. In particular, you must not:

• (a) wrap or embed the Software into a product or service offered to others (this requires an SDK license under an Order Form);
• (b) host, deploy, or operate the Software on shared or server infrastructure for use by others, including making a common deployment available to colleagues (this requires a self-hosted license);
• (c) serve third parties through the MCP server, at any scale beyond incidental use, including via agents acting for persons other than you (this requires an API/Gateway tier).

4.3 The test. Whether a use requires a paid license is determined by asking: who is served by the running MCP server? If the person prompting it is the individual who installed it, the use is free. If your customers, your product, or colleagues via a shared deployment receive its capabilities, the use requires the applicable paid license.

4.4 Permitted agent workflows. For clarity, building design capability into your own agent workflows using the Software for first-party use is permitted. These Terms restrict re-Providing CoDesign itself; they do not restrict what kinds of tools or workflows you build for your own use, and Outputs remain unrestricted under Section 5.

4.5 No circumvention. You must not circumvent, disable, or interfere with license validation, transport restrictions (including the stdio-only limitation), export gating (including watermarking and account gating under Section 7), or other technical or contractual usage controls.

4.6 Grandfathering. If a specific use of the Software was permitted under these Terms when you began that use, later changes to the Software’s capabilities do not retroactively cause that existing use to constitute a Provision requiring a paid license. This Section does not apply to uses that were already restricted when begun, and does not limit Section 12.

4.7 No decompilation. You must not reverse engineer, decompile, or disassemble the Software except to the extent such restriction is prohibited by mandatory law (including §§ 69d, 69e UrhG).

5.1 Outputs are yours and unrestricted. As between you and IMG.LY, you own your Outputs. IMG.LY claims no rights in Outputs and imposes no restriction on their use: commercial use is permitted, no attribution is required, and no royalties are owed, in perpetuity. This promise survives termination of these Terms (Section 12.3).

5.2 Bundled Content is cleared. IMG.LY warrants that Bundled Content, as incorporated into exported Outputs through intended use of CoDesign, may be used within those Outputs without further restriction, attribution, or fees. This warranty does not extend to extracting Bundled Content for standalone use or redistribution outside of Outputs.

5.3 Your Inputs are your responsibility. You warrant that you hold all rights necessary for the Inputs you bring to CoDesign, including assets, fonts, and imported files, and that your Inputs and your use of them do not infringe third-party rights or violate applicable law. You will indemnify IMG.LY against third-party claims, including reasonable legal costs, arising from a breach of this warranty. IMG.LY will notify you of any such claim without undue delay and will not acknowledge any claim without your consent.

5.4 AI-generated Outputs. Outputs produced with the assistance of AI models are provided as-is. Due to the nature of generative models, similar Inputs may yield similar or identical outputs for other users; IMG.LY does not warrant that AI-generated Outputs are unique, non-infringing, or fit for a particular purpose, and provides no indemnification for AI-generated Outputs.

5.5 Limited processing license to IMG.LY. You grant IMG.LY the non-exclusive right to host, store, reproduce, and process your Inputs and Outputs solely to the extent necessary to operate CoDesign for you (for example, rendering hosted editor surfaces and previews). IMG.LY acquires no broader rights in your content.

Reserved. Self-hosted and paid tiers are governed by the applicable Order Form and the IMG.LY SDK Terms of Service; see Section 1.4.

7.1 Login-free core; account-gated export. The core CoDesign loop - layout, templates, editing, and watermarked export - is available without an account. Watermark-free export requires a CoDesign account and login.

7.2 Account duties. When creating an account you must provide accurate and current information and keep it updated. You may create and maintain one account per person or entity. You are responsible for safeguarding your credentials and for activity under your account.

7.3 Suspension. IMG.LY may suspend an account, with notice where reasonably possible, if there are concrete indications of a breach of these Terms (in particular Sections 4 and 10), abuse of promotional credits, provision of false information, or a security risk. Suspension is lifted once the ground ceases to exist.

7.4 Promotional credits. IMG.LY may grant promotional Gateway credits at its discretion. Unless stated otherwise at grant: one promotional grant per account and per installed instance; promotional credits are revocable in cases of abuse (including multi-accounting), are non-transferable, have no cash value, and expire [60] days after grant. Purchased Credit Balances are governed by the AI Gateway Addendum, whose credit provisions (including § 9) apply to promotional credits mutatis mutandis.

8.1 Remote validation. The Software periodically contacts IMG.LY servers to validate license status and enforce tier restrictions (including export gating). Certain features, including watermark-free export, may be unavailable without connectivity to the validation service.

8.2 Telemetry. CoDesign collects technical usage and diagnostic data, such as feature usage, performance, and error data, to operate, secure, and improve the product. Telemetry never includes the content of your Inputs or Outputs.

8.3 Privacy. Processing of personal data is described in the IMG.LY Privacy Policy. A data processing agreement (Art. 28 GDPR) is available on request for business customers.

9.1 Upstream providers. Where CoDesign routes requests to third-party model providers, IMG.LY passes your content to those providers as necessary to fulfil your request. IMG.LY contracts for appropriate terms with Gateway providers but does not warrant upstream providers’ compliance with their own commitments.

9.2 BYOK. Where you supply your own API keys: (a) your relationship with the upstream provider, including its terms, pricing, and data practices, is exclusively between you and that provider; (b) you are responsible for the security of your keys and for all charges incurred under them, including charges triggered by agents (Section 10.2); (c) IMG.LY disclaims all liability for the behavior, availability, output, and data handling of upstream providers on BYOK routes.

9.3 Model Rules. Your use of models routed through the Gateway is subject to the applicable Model Rules, which are incorporated by reference as set out in the AI Gateway Addendum (§ 10). IMG.LY may suspend routes to a model where required by the relevant provider.

10.1 Acceptable use. You must use CoDesign only in compliance with applicable law. In particular, you must not use CoDesign (a) in violation of export control or sanctions rules; (b) to create or disseminate unlawful content; (c) to infringe third-party rights; or (d) to probe, disrupt, or circumvent CoDesign’s security or usage controls.

10.2 Agent responsibility. CoDesign is designed to be operated by software agents. All actions taken through CoDesign by agents you deploy, configure, or authorize are attributed to you as if you had taken them yourself. This includes, without limitation: (a) spend triggered autonomously, including automatic top-up of Credit Balances and BYOK charges; (b) content generated or exported by agents; and (c) compliance with these Terms and applicable Model Rules. You are responsible for configuring appropriate limits and supervision for your agents; the absence of human review of an individual agent action does not affect attribution to you.

Reserved.

12.1 Term; free tier availability. These Terms apply from acceptance for an indefinite term. You may stop using CoDesign and delete your account at any time. IMG.LY may modify or discontinue the free tier in whole or in part with reasonable advance notice; Section 12.3 applies.

12.2 Termination for cause. IMG.LY may terminate these Terms and revoke the license with immediate effect if you breach Section 4 (Provision boundary, circumvention) or materially breach Section 10, and, where the breach is curable, you fail to cure within a reasonable period after notice. Breaches of Section 4.2 and 4.5 are deemed non-curable for purposes of this Section unless IMG.LY determines otherwise.

12.3 Effect of termination. Upon termination you must cease using the Software and remove it from your systems. Outputs already created remain yours, and Sections 5.1, 5.2 (for existing Outputs), 13, and 14 survive termination.

12.4 Changes to these Terms. IMG.LY may amend these Terms with effect for the future. For amendments that are not exclusively beneficial to you or required by law or regulatory order, we will notify you in text form at least [six weeks] before the effective date, highlighting the changes and your right to object. If you object, or where an amendment would materially alter the contractual balance to your detriment, the amendment does not take effect against you; IMG.LY may in that case terminate these Terms with reasonable notice. For consumers, amendments materially affecting core obligations require your active consent.

13.1 Free-of-charge software; warranty. The free tier is provided free of charge. To the extent permitted by law, the Software and CoDesign services under the free tier are provided “as is” and “as available”, without warranty of merchantability, fitness for a particular purpose, uninterrupted availability, or non-infringement. For free-of-charge provision, IMG.LY is liable for defects only where it has fraudulently concealed the defect (in analogy to §§ 523, 524, 600 BGB). Statutory rights of consumers remain unaffected to the extent they are mandatory.

13.2 Liability. IMG.LY is liable without limitation (a) for intent and gross negligence; (b) for injury to life, body, or health; (c) under the Product Liability Act (Produkthaftungsgesetz); and (d) under any guarantee expressly assumed. For slight negligence, IMG.LY is liable only for breach of material contractual obligations (obligations whose fulfilment enables proper performance of the contract in the first place and on whose fulfilment you regularly rely, Kardinalpflichten), and in that case limited to the damage typical for this type of contract and foreseeable at conclusion. In all other respects, liability is excluded.

13.3 Attribution of agent actions. Section 10.2 applies to liability: damage caused by agents you deploy or configure is attributed to you; IMG.LY is not liable for the autonomous conduct of your agents or for upstream providers on BYOK routes (Section 9.3).

13.4 Data backup. You are responsible for backing up your Inputs and Outputs. In case of data loss for which IMG.LY is liable, liability is limited to the restoration effort that would have been required had you performed reasonable regular backups.

14.1 Governing law. These Terms are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). For consumers, this choice of law does not deprive you of the protection of mandatory provisions of the law of your habitual residence.

14.2 Jurisdiction. If you are a merchant (Kaufmann), a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from these Terms is Bochum, Germany. For consumers, statutory rules on jurisdiction apply.

14.3 Consumer dispute resolution. IMG.LY is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board (§ 36 VSBG).

14.4 Assignment. You may not assign these Terms or rights hereunder without IMG.LY’s prior written consent; IMG.LY may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

14.5 Severability. If any provision of these Terms is or becomes invalid, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by the statutory rule; only in the absence of such a rule shall it be replaced by a valid provision coming closest to its economic purpose.

14.6 Entire agreement; form. These Terms, together with the documents referenced in Section 1.4 where applicable, constitute the entire agreement regarding the free CoDesign tier. Amendments and side agreements require text form; this also applies to amending this clause.