TERMS OF SERVICE

1. Parties and Scope

These Terms of Service ("Terms") constitute a legally binding agreement between:

• Media Rex Alliance("we", "us", "our") — Media Rex Alliance B.V., registered in the Netherlands under KvK number 92981682, with registered address at Barbara Strozzilaan 201, 1083HN Amsterdam, The Netherlands; and
• You— the business entity or individual entering into this agreement ("Client", "you").

These Terms apply to: (a) access to and use of the Media Rex Alliance AI print editor platform ("Platform"); and (b) any print product orders fulfilled through our network. These Terms are intended for business clients (B2B). If you are a consumer, please contact us before using the service.

By registering an account or placing an order, you confirm that you have read, understood, and accept these Terms, and that you are authorised to bind your organisation. These Terms are made available to you before or at the moment of contract formation in accordance with Art. 6:233–234 of the Dutch Civil Code (Burgerlijk Wetboek, "BW").

2. Account Registration

To access the Platform, you must register an account and provide accurate, complete, and up-to-date information. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You must notify us immediately of any unauthorised use or security breach.

We reserve the right to refuse registration or suspend accounts at our discretion, including where information provided is inaccurate or where use violates these Terms.

3. Subscription Plans, Billing, and Payment

The Platform is offered on a subscription basis. Available plans and pricing are set out on our Pricing page. By subscribing, you agree to pay the applicable fees in advance for each billing period.

• Billing cycle: Monthly or annual, as selected at checkout.
• Payment method: Payment is due on the first day of each billing period via the payment method provided at registration.
• Late payment: Overdue amounts accrue statutory commercial interest automatically without notice, at the rate applicable under Art. 6:119a BW (ECB reference rate + 8 percentage points per year), consistent with the EU Late Payments Directive (2011/7/EU).
• Taxes: All prices are exclusive of VAT and other applicable taxes unless stated otherwise. Dutch VAT (BTW) will be applied where required by law.
• Price changes: We will provide at least 30 days written notice before any price increase takes effect. Continued use after the notice period constitutes acceptance of the new price.

4. Cancellation and Auto-Renewal

Subscriptions renew automatically at the end of each billing period unless cancelled. To prevent renewal, you must cancel at least 30 days before the renewal date via your account settings or by contacting us in writing.

Downgrades take effect at the start of the next billing period. Upgrades take effect immediately and are charged on a pro-rata basis. Cancellation does not entitle you to a refund of fees already paid for the current billing period.

5. Acceptable Use Policy

You agree not to use the Platform to:

• Generate, distribute, or store content that is unlawful, defamatory, obscene, or infringes third-party intellectual property rights;
• Use AI features to generate content prohibited under the EU AI Act (Regulation 2024/1689), including content designed to manipulate individuals or circumvent fundamental rights;
• Reverse engineer, decompile, or attempt to extract the source code of the Platform;
• Scrape, copy, or reproduce the Platform's content or functionality for competing purposes;
• Circumvent access controls, introduce malicious code, or interfere with Platform integrity;
• Resell or sublicence access to the Platform without our prior written consent;
• Violate any applicable law, including Dutch law and EU regulations.

We reserve the right to suspend or terminate access immediately and without notice for material breaches of this policy.

6. Intellectual Property

6.1 Platform IP

All intellectual property rights in the Platform — including software, AI models, design systems, trademarks, and documentation — are owned by or licensed to us. Nothing in these Terms transfers any Platform IP to you. You receive a limited, non-exclusive, non-transferable licence to access and use the Platform during your subscription period solely for your internal business purposes.

6.2 Your Content

You retain all intellectual property rights in content you upload to the Platform ("Client Content"). By uploading Client Content, you grant us a worldwide, royalty-free licence to process, store, and transmit that content solely to deliver the services under these Terms. We will not use your Client Content for any other purpose without your explicit consent.

6.3 AI-Generated Output

Content generated by the Platform's AI features ("AI Output") may not qualify for copyright protection under Dutch law (Auteurswet). The Dutch courts follow the CJEU "personal touch" doctrine — purely AI-generated content with no substantial human creative contribution is not protected by copyright. We make no representation that AI Output is free from third-party intellectual property claims, and we expressly disclaim liability for any such claims. You are responsible for reviewing AI Output before use and obtaining any necessary rights clearances.

6.4 White-Label Licence

Clients on eligible plans may white-label the Platform under their own brand. This white-label licence is non-exclusive, non-transferable, and revocable upon termination. It does not grant any rights to our underlying IP, AI models, or data.

7. Limitation of Liability

To the fullest extent permitted by Dutch law:

• Liability cap: Our total liability to you for any claim arising under or in connection with these Terms (whether in contract, tort, or otherwise) is limited to the total fees paid by you in the 12 months preceding the event giving rise to the claim.
• Excluded losses: We are not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of data, loss of business opportunity, or business interruption.
• Mandatory exceptions: Nothing in these Terms excludes or limits liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for wilful misconduct (opzet) or gross negligence (grove schuld), which cannot be excluded under Art. 6:248 BW.

8. Warranties and Service Levels

We will provide the Platform with reasonable skill and care. We do not warrant that the Platform will be uninterrupted or error-free. We disclaim all implied warranties of merchantability and fitness for a particular purpose to the extent permitted by Dutch law.

Service level target:99.5% monthly uptime, excluding scheduled maintenance'

9. Termination and Data Deletion

Either party may terminate these Terms by giving written notice. We may terminate immediately upon material breach of these Terms, non-payment, or insolvency.

Upon termination: (a) your access to the Platform ceases; (b) you remain liable for all fees accrued to the termination date; (c) we will delete or return your Client Content within 30 days of termination, unless retention is required by law; (d) Sections 6 (IP), 7 (Limitation of Liability), 11 (Governing Law), and any accrued payment obligations survive termination.

10. Physical Goods — Print Products

Where our services include the fulfilment of physical print products:

• Custom/personalised goods:All print products produced through the Platform are made to order and customised to your or your customers' specifications. As such, they fall within the exemption from the statutory right of withdrawal under Art. 6:230p(f) BW (implementing the EU Consumer Rights Directive). This exemption must be communicated to end-consumers before they place an order.
• Conformity: Products must conform to the agreed specifications under Art. 7:17 BW. Claims for non-conforming goods must be raised within a reasonable time of discovery.
• B2C sales: {PLACEHOLDER — confirm whether end-users (consumers) can place orders directly with MRA or only through business clients. If direct B2C sales occur, a separate consumer-facing terms addendum may be required.}

11. Governing Law and Jurisdiction

These Terms are governed by the laws of the Netherlands. Any dispute arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the competent courts in the Netherlands (at the location of our registered seat), unless the parties agree in writing to alternative dispute resolution.

12. Changes to These Terms

We may update these Terms from time to time. We will provide at least 14 notice of material changes by email or via the Platform. Continued use of the Platform after the effective date of the updated Terms constitutes acceptance. If you do not accept the changes, you may cancel your subscription before the effective date.

13. Contact

For any questions about these Terms, please contact us at legal@mediarexalliance.com or at the address listed in our Privacy Policy.