General Terms and Conditions

Thrypes operates the online platform Huerray (hereinafter "Platform"). Access to the Platform is provided via the website www.huerray.com (hereinafter "Website").

Thrypes enables interested companies, agencies, or brands (each hereinafter referred to as "Brand" or collectively as "Brands") to commission the creation of video, photo, or other digital content (hereinafter "Content") by independent, externally contracted content creators (hereinafter "Creator" or "Creators") and to acquire usage rights thereto in accordance with the following terms and conditions.

The Platform serves as a medium for the facilitation, execution, and management of content creation orders ("UGC Orders") between Brands and Creators. We provide the technical infrastructure, communication and payment processing, as well as the contractual framework necessary to ensure secure, transparent, and efficient collaboration.

The following General Terms and Conditions (hereinafter "Huerray Brand GTC") govern the use of the Platform by Brands, the legal relationship concerning the commissioning and creation of Content, as well as all other legal relationships between Thrypes and the Brand.

By registering or using the Platform, the Brand acknowledges these GTC as binding.

(1) These Huerray Brand GTC govern the legal relationship between Thrypes and the registered Brands that use the Huerray Platform to commission content creation services.

(2) Individually agreed terms between Thrypes and the Brand take precedence over these Brand GTC. Unless proven otherwise, a contract concluded in text form or a corresponding written confirmation by us shall be decisive for the content of such agreements.

(3) Separate terms of use ("Huerray Creator GTC") apply to Creators and can be accessed via the Platform.

(4) Only entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) may act as Brands. An entrepreneur is a natural or legal person or a partnership with legal capacity who, when entering into a legal transaction, acts in the exercise of their commercial or independent professional activity.

(5) Any general terms and conditions of the Brand that conflict with or deviate from these Huerray Brand GTC shall not be recognized, even if We do not expressly object to their validity in individual cases.

(1) We enable Brands to place content creation orders ("Orders") via the Platform. In accordance with each specific Order and the briefing provided by the Brand, Thrypes will produce the ordered digital content ("Content") through an externally contracted Creator or—optionally—an automated AI Creator, in line with the agreed specifications. Upon acceptance of the Content in accordance with paragraph 6 of these GTC, Thrypes grants the Brand the contractually agreed usage rights to the Content in exchange for payment as defined in paragraph 5.

(2) The Content is primarily intended for the Brand's online marketing purposes, including the promotion of its products or services through social media activities, websites, digital advertising campaigns, or other marketing initiatives

(3) Access to the Platform is obtained by creating a user account (“Account”) on the website www.huerray.de and providing the necessary information. During registration, the Brand must accept these Huerray Brand GTC. After successful registration, the Brand may access and use the services offered by Us.

(4) To initiate Content creation, the Brand submits a binding Order via the Platform to Us. We will subcontract the selected Creator or AI Creator—chosen or approved by the Brand via the Platform—to produce the Content. Once completed, the Content will be made available to the Brand electronically for download via the Platform.

(5) The Content creation process consists of the following steps:

• a. Briefing:

  The Brand provides a description of the desired Content using the designated Platform functions, including all relevant specifications, requirements, and objectives ("Briefing"). The Briefing forms the basis of the Order.

• b. Creator proposals and applications:

  Creators connected to the platform can view the Order and apply to create the Content. Additionally, the platform automatically generates Creator suggestions based on internal criteria (e.g., target audience, style, past performance), even if those Creators have not actively applied.

• c. Selection and invitation:

  The Brand may review both applications and automated suggestions and make a selection. Once a Creator or AI Creator is accepted, an invitation is automatically sent to the Creator to participate in the campaign. The Creator must confirm this invitation (“Acceptance”) for the Order to become binding. Until the Creator’s acceptance, Thrypes or the Brand may terminate the selection process at any time.

• d. Commissioning by Thrypes:

  Upon acceptance by the Creator or AI Creator, Thrypes commissions them—acting in its own name and under its own responsibility—to create the Content in accordance with the Brand’s Briefing. No direct contractual relationship arises between the Brand and the Creator.

• e. Content delivery:

  Once completed, the Creator or AI Creator uploads the final Content via the Platform. This upload makes the Content electronically available to both Thrypes and the Brand. Uploading alone does not constitute acceptance by the Brand; acceptance is governed by § 6 of these GTC.

(7) Thrypes reserves the right to expand, adapt, or reasonably limit the Platform and its services at any time, provided that the primary obligations of existing Orders are not significantly affected.

(1) By submitting a specific Order via email or on the platform or confirming an offer provided by Us in writing, or via the platform, the Brand submits a binding offer to conclude a contract for the creation of Content in accordance with the provided Briefing with Thrypes, and acknowledges the applicability of this Huerray Brand GTC to the Order.

The Order must include, in particular, the following details:

• a. The product to be promoted and its description, including whether and in what form the product will be provided to the Creator;
• b. Technical specifications of the Content (e.g., length, format, aspect ratio, editing style);
• c. Creative requirements and messaging, desired flow, call-to-action elements, and prohibited content (“Don’ts”);
• d. Target audience and desired Creator characteristics (e.g., gender, age group, style); e. Deadlines and timelines;
• f. Any additional technical or aesthetic requirements specified in the Briefing.

(3) Thrypes is not obliged to accept an Order. In particular, we may reject Orders:

• a. if the Order violates applicable law, third-party rights, ethical guidelines, or Platform principles;
• b. if the requested Creator or AI Creator is unavailable or declines the Order; or
• c. if there are justified doubts about the Brand’s solvency or credibility.

• a. through active selection by the Brand, or
• b. through automated suggestions or assignments via our internal matching system.

(5) During an ongoing Order, the Brand may purchase additional paid services (e.g., alternative formats, extra versions, special edits). Such contract amendments and any price adjustments will be confirmed by Us in writing and documented within the Account or Order communication.

(6) Any guarantees regarding specific characteristics of the Content or its performance (e.g., reach, engagement rate) is outside the scope of the services we offer.

(7) Our services do not include legal review or advice, particularly regarding trademark, copyright, competition, or advertising law. Thrypes also assumes no responsibility for the Brand’s compliance with legal information obligations (e.g., advertising disclosure requirements).

(8) After the conclusion of the contract, Thrypes sends the Brand an Order confirmation including all relevant contract information, these GTC, and the privacy policy to the email address provided.

Information about the contractual relationship and Order status can also be viewed in the user account on the Platform. The contract text is stored in compliance with data protection regulations.

(1) Before using the Platform, each Brand must open a user account (“Account”) and provide all required information fully and truthfully. The Brand is the holder of the Account. Within one Account, multiple members (e.g., employees of the Brand or an appointed agency) may be created and managed.

(2) When opening an Account, the acting person must have full legal capacity and be authorized to act on behalf of and in the name of the Brand. Opening an Account on behalf of third parties or unauthorized persons is prohibited.

(3) If an Account is opened for a legal entity or partnership, the acting person must be duly authorized to represent it. In this case, the represented legal entity or partnership shall be deemed the “User” within the meaning of these GTC.

(4) During registration, the Brand creates login credentials (username and password). These credentials also apply to any members within the Account and must be kept confidential. The Brand is required to implement appropriate security measures to prevent unauthorized access by third parties.

(5) After successful creation of the Account, the Brand gains access to the services offered by Us via the Platform. Where services are subject to a fee, a separate Order in accordance with Section 4 of these GTC is required.

(6) The authorization to use the Platform and related services applies exclusively to the Brand as the Account holder and its authorized members. Sharing personal login credentials with third parties is not permitted. In case of suspicion or knowledge of unauthorized access, we must be notified immediately via email at service@huerray.de. We are entitled to temporarily suspend the Account until the issue is resolved.

(7) The Brand must ensure that the technical requirements for using the Platform are met (e.g., stable internet connection, up-to-date browser version, compatible devices). The provision and maintenance of the necessary hardware, software, and internet access are the sole responsibility of the Brand.

(8) We strive to make the Platform available without interruptions. However, uninterrupted availability cannot be guaranteed. Maintenance, security, or capacity work, as well as technical issues, may lead to temporary interruptions. We will make reasonable efforts to minimize such interruptions and, where possible, provide advance notice.

(9) The Brand agrees not to upload or transmit any content or files containing malware (e.g., viruses, trojans, or harmful scripts) when using the Platform. In the event of a culpable breach, the Brand shall be liable for any resulting damages and may be excluded from further use of the Platform.

(1) Upon placing an Order, the Brand owes payment of the full agreed fee. The amount of the fee plus statutory VAT will be communicated to the Brand in the offer or Order confirmation issued by us. The fee may be increased if the Brand requests or agrees to additional or extended services during the ongoing Order (e.g., extra versions, alternative formats, or special edits).

(2) Payment is generally due after we issue an invoice. Invoices are provided to the Brand electronically (via email or within the user account) and must be paid within 14 days from the invoice date without deduction. We reserve the right to execute individual Orders only against advance payment.

(3) Payments may be processed via Stripe, Inc. (https://stripe.com) or a comparable service provider. If Stripe is used, its terms of service apply in addition. The Brand’s payment data may be stored in the Account and used for future transactions if the Brand provides consent.

(4) Cancellation before Order acceptance: The Brand may cancel an Order free of charge before it is accepted by us by contacting us via email at service@huerray.de or requested cancellation via the platform.

(5) Cancellation after Order confirmation: After Thrypes confirms an Order, the Brand may cancel it only under limited conditions:

• a. If no Creator or AI Creator has been assigned or no invitation accepted at the time of cancellation, the Brand will receive a refund minus a cancellation fee of EUR 30.00 (plus VAT), issued as credit in the Brand’s Account.
• b. After a Creator or AI Creator has been selected and confirmed, cancellation is no longer possible, as service provision has already commenced.

• a. If no Creator is selected within this period, the contract is automatically terminated. Thrypes will refund the payment made by the Brand minus a cancellation fee of EUR 30.00 (plus VAT) as credit.
• b. If a Creator has already been selected but the Brand fails to provide the required materials within the deadline, the Order is automatically terminated. In this case, Thrypes refunds 60% of the fee as credit; 40% of the Order value (plus VAT) is retained as a cancellation fee.

(9) If the Brand defaults on payment, Thrypes is entitled to:

• a. withhold ongoing services,
• b. temporarily suspend the Brand’s access to the Platform, and
• c. charge default interest at 9 percentage points above the base rate (Section 288(2) BGB).

(10) Offsetting against counterclaims by the Brand is permitted only if such claims are legally established or undisputed. A right of retention may only be asserted with respect to claims arising from the same contractual relationship.

(1) The Content created by Thrypes or by the commissioned Creator or AI Creator will be made available to the Brand for review and acceptance via the Platform upon completion. From the moment the final Content is uploaded, the Brand has 7 days to review the delivered Content and either

• a. declare acceptance, or
• b. request a revision if the Content objectively deviates from the agreed Briefing.

(2) Downloading and permanently storing the Content (e.g., as photo or video files) is only possible once the Brand has declared acceptance or automatic acceptance under paragraph (1) has taken effect.

(3) Upon acceptance of the Content, Thrypes grants the Brand an exclusive, unlimited, transferable, and worldwide right of use to the Content. This right includes all known and future types of use and in particular the following:

• the right to reproduce, publish, and distribute the Content in physical or digital form;

• the right of public performance and communication to the public, including online and social media use (e.g., Instagram, TikTok, YouTube, Facebook, LinkedIn);

• the right to use, store, and exploit the Content in data networks, online services, and media libraries, including making it available for viewing or download;

• the right to edit, adapt, or combine the Content with other materials (e.g., text, graphics, music, product images), provided that the legitimate interests of the Creator are not violated;

• the right to use the Content for editorial or commercial purposes in print, online, TV, outdoor, or cinema advertising, PR, product packaging, POS materials, and all related campaigns;

• the right to use the Content for the Brand’s own marketing purposes, such as presentations, case studies, or portfolio showcases.

(4) The Brand may grant third parties usage rights or sublicenses to the Content to the extent necessary or customary within the agreed scope of use.

(5) The Brand may edit, modify, or transfer the Content into other media formats (e.g., montage, text integration, color adjustment, combination with music or product images) provided that the Creator’s personal rights are respected and the original meaning or context of the Content is not distorted.

(6) The granting of rights under paragraphs (3) to (5) expressly excludes any right to use the Content, in whole or in part, for or in connection with artificial intelligence systems (“AI Systems”), including:

• using the Content as training, validation, or test data for any AI system,

• inputting the Content as a prompt or input into an AI system, or

• using or publishing any AI-generated output based on the Content. These rights remain exclusively with Thrypes GmbH and are not transferred to the Brand.

(7) Thrypes grants the rights described in paragraph (3) only after full payment of the agreed fee. Until payment is made in full, the Brand only receives a simple, revocable right of use limited to internal review and coordination purposes.

(8) The Brand grants Thrypes a non-exclusive, unlimited right of use to the created Content or excerpts thereof for Thrypes’s own promotional, PR, and marketing communication purposes. This right includes, in particular:

• use on the Huerray website, in presentations, brochures, advertisements, and social media;

• publication of case studies; and

• identifying the Brand as a reference client. We will ensure that the legitimate interests of the Brand are appropriately protected in such cases.

(1) If the Brand provides production materials (e.g., product samples or other items) for Content creation, ownership of these materials transfers to us upon handover. This also applies if the Brand delivers the materials directly to a Creator or AI Creator. The Brand has no claim for return or replacement against Thrypes in this context.

(2) Upon the Brand’s written request, Thrypes will make reasonable efforts to return production materials or any remaining parts thereof after the Content has been completed, provided that this is technically and logistically feasible and the materials have not been consumed or destroyed during production. However, there is no legal entitlement to the return of such materials.

(3) We are under no obligation to store, insure, or protect the production materials against damage or loss. Thrypes assumes no liability for the destruction, damage, or loss of materials during transport, storage, or production unless caused intentionally or by gross negligence.

(4) Production materials used by Creators or AI Creators in the course of Content creation may be photographed, filmed, modified, or consumed to the extent necessary or customary to fulfill the Order.

(1) The Brand undertakes to comply with all applicable laws, governmental regulations, and contractual obligations when using the Huerray Platform. This includes, in particular:

• a. compliance with data protection regulations, especially the General Data Protection Regulation (GDPR), the Federal Data Protection Act (BDSG), and all other relevant European or national data protection laws;
• b. the obligation to promote or present only such products, services, or brands on the Platform that the Brand is legally authorized to offer, advertise, or distribute;
• c. the obligation to respect the personal rights of third parties (including Creators, customers, and other participants) and to refrain from submitting or publishing any content, statements, or data that
  • i. violate laws, government orders, or public decency,
  • ii. glorify violence, are pornographic or offensive, or
  • iii. discriminate against individuals based on origin, skin color, gender, religion, belief, age, disability, or sexual identity;
• d. the prohibition of manipulative behavior on the Platform, including any attempts to unlawfully influence reviews, application processes, or Creator selections, spread false information, or use automated systems (bots, scripts, etc.);
• e. the duty of care in handling login credentials, in particular the obligation to use them only within the organization, keep them confidential, and not disclose them to unauthorized third parties;
• f. compliance with all other cooperation, information, and diligence obligations set forth in these GTC.

(2) The Brand also agrees not to use the Huerray Platform for purposes that could harm the reputation, integrity, or functionality of the Platform or its users. This includes, in particular, unauthorized access to data, circumvention of technical protection measures, distribution of malware, or misuse of communication features.

(3) We are entitled to temporarily block or permanently delete the Brand’s content or orders if they violate the obligations described in paragraphs (1) or (2) or if such a violation appears sufficiently likely.

(4) If the Brand culpably violates its conduct obligations, it shall be liable to Thrypes for all resulting damages, including potential third-party claims (e.g., due to legal violations).

(1) The contract between Thrypes GmbH and the Brand is concluded for an indefinite period and may be terminated by either party with 14 days’ notice to the end of a month, in text form.

(2) The right to terminate without notice for good cause remains unaffected. Good cause exists in particular if:

• a. the Brand is in default of payment despite a reminder;
• b. the Brand seriously breaches its obligations under these GTC, particularly under § 8 (Conduct Obligations); or
• c. insolvency proceedings are opened or applied for against the Brand’s assets.

(3) Upon the effective date of termination, the Brand’s access to the Platform will be blocked. Ongoing Orders will be completed properly, insofar as possible. Payment claims already incurred remain in effect.

(1) Thrypes produces the commissioned Content in accordance with the Brand’s Briefing and with the level of care customary in commercial practice. Thrypes does not guarantee specific advertising results or reach.

(2) Complaints regarding the delivered quality must be submitted to us immediately, but no later than 7 days after the Content is made available, in writing. If no complaint is received within this period, the Content shall be deemed accepted as contractually compliant.

(3) Thrypes shall not be liable for defects resulting from incorrect, incomplete, or misleading information provided by the Brand in the Briefing or materials submitted.

(4) If a defect attributable to us exists, we will, at our discretion, either correct or recreate the Content. If rectification fails twice, the Brand may request an appropriate reduction in payment.

(5) No further warranty rights exist unless mandatory statutory provisions provide otherwise.

(1) Our liability within this contractual relationship is conclusively defined as follows:

• a. We are liable without limitation for intent and gross negligence, as well as for damages resulting from injury to life, body, or health.
• b. In cases of slight negligence, we are only liable for breaches of essential contractual obligations. An essential contractual obligation within the meaning of this clause is an obligation whose fulfillment enables proper execution of the contract and on which the Brand regularly relies. In such cases, liability is limited to the foreseeable, typical damage that could reasonably be expected at the time the contract was concluded.

(2) The above limitations of liability also apply in favor of our employees, representatives, agents, and subcontractors.

(3) Liability for assumed guarantees and for claims arising from mandatory statutory provisions—particularly under the Product Liability Act or in cases of data protection violations—remains unaffected.

(4) To the extent the Brand has claims against third parties (e.g., manufacturers, platforms, service providers, or agencies), such claims shall take precedence. The Brand must first pursue damages against the third party. Upon request, we will assign any related rights it holds against such third parties to the Brand for enforcement.

(5) we reserve the right to assert contributory negligence. In particular, the Brand is obliged to:

• – regularly back up its own data according to the current state of technology, and
• – take appropriate measures to protect against malware and unauthorized access.

(6) Claims for defects or damages expire twelve (12) months after the statutory limitation period begins, unless the defect was fraudulently concealed or mandatory statutory provisions stipulate longer limitation periods.

(1) Both contracting parties agree to keep all confidential information obtained in connection with this contract secret and to use it solely for the fulfillment of contractual purposes.

(2) "Confidential information" includes all information, documents, and data designated as confidential or which, by their nature, should reasonably be regarded as confidential. Thrypes grants access only to employees who are necessary for service delivery and who are bound by confidentiality obligations.

(3) If either party is required by an authority or public body to disclose confidential information, the other party must be informed in advance, insofar as legally permissible.

(4) The duty of confidentiality continues beyond the termination of the contract. Upon request after contract termination, confidential information must be returned or deleted, unless statutory retention obligations prevent this.

(1) The Brand is prohibited from using, removing, altering, or obscuring any of our copyrights, trademarks, or proprietary notices outside the scope of the contractual authorization.

(2) The Brand is further prohibited from independently modifying the created Content or any of its components after acceptance, unless such modification has been expressly authorized in the contract.

(3) If contact between the Brand and a Creator is established for the first time through Thrypes, the Brand is prohibited from entering into a direct cooperation or contractual relationship with that Creator outside the Platform for a period of three (3) months after completion of the respective Order.

(4) Any breach of paragraph (3) entitles Thrypes to suspend the Brand’s Account and to demand a contractual penalty equal to three times the agreed Content fee. Thrypes reserves the right to assert further claims for injunctive relief and damages.

(1) We reserve the right to amend these GTC at any time with future effect, provided that such amendments are reasonable for the Brand. Amendments may occur in particular if they

• a. implement legal requirements,
• b. comply with administrative or judicial decisions, or
• c. relate to new services or features without unreasonably disadvantageing the Brand.,

(2) We will notify the Brand of any amendments by email at least four weeks before they take effect.

(3) If the Brand does not object to the amendments within four weeks of receiving the notification, the amendments shall be deemed accepted. Thrypes will expressly inform the Brand of its right to object in the amendment notice.

The data processing provisions agreed upon during registration apply.

(1) We are entitled to use its own or third-party AI systems, including generative AI systems, in the performance of its services. An “AI System” refers to a machine-based system that operates autonomously or semi-autonomously, processes inputs, and produces outputs such as content, recommendations, or decisions.

(2) This includes, but is not limited to, the use of Large Language Models (LLMs) such as the GPT series, as well as image generation models such as DALL·E, Midjourney, or Stable Diffusion.

(3) Thrypes’s liability for the use of such systems towards the Brand is governed by § 11 (Limitation of Liability and Responsibility).

(4) The rights and obligations set forth in these GTC apply equally to content generated through AI systems. Thrypes will inform the Brand if the created Content has been generated, in whole or in part, using AI systems.

(1) The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is, to the extent permitted by law, Berlin, Germany.

(3) Any amendments or supplements to this contract must be made in text form. This requirement also applies to any waiver of the text form requirement itself.

(4) Should individual provisions of these GTC be or become invalid or unenforceable, the validity of the remaining provisions shall remain unaffected. In place of the invalid provision, a valid provision shall apply that most closely reflects the economic purpose of the original one.