Terms & Conditions
General Terms and Conditions SaaS Services of VidLab7 GmbH
Preamble
VidLab7 GmbH, Rosental 7, 80331 Munich, Germany („VidLab7“) offers a service for the AI-supported personalization of videos. The customer wishes to use the service via the Internet by way of Software-as-a-Service (SaaS). For this purpose, the parties conclude a contract on the basis of an offer fromVidLab7 and these terms and conditions (the “Agreement”).
1 Scope
1.1 These terms and conditions apply exclusively. Deviating, conflicting or supplementary terms and conditions of the customer only become part of the contract if and insofar as VidLab7 has expressly agreed in writing. This applies in all cases, for example even if the customer refers to his own terms and conditions when concluding the contract and VidLab7 does not expressly object to this.
1.2 VidLab7's offer is aimed exclusively at businesses, i.e. natural or legal persons or partnerships with legal capacity who conclude the contract with VidLab7 in the exercise of their trade, business or profession (§ 14 BGB).
1.3 All offers including service and product descriptions of VidLab7 are subject to change and non-binding, unless they are expressly marked as binding or contain a specific acceptance period. The Agreement is concluded by VidLab7accepting the customer's order or countersigning the offer signed by the customer. Where there is any conflict or inconsistency between the offer and these terms and conditions, the provisions of the offer shall prevail.
2 Subject matter
2.1 Subject of this Agreement is the provision of a service for theAI-based personalization of videos for the customer’s own use and own internal business purposes via SaaS for the term of this Agreement. The basic functionality of the service is described in the offer.
2.2 General conditions for the use of the service (e.g. number of user accounts, maximum length of videos, resolution, maximum number of videos that can be personalized, maximum number of variables for personalization, etc.) a reset out in the offer. The following applies:
2.2.1 User accounts ("creator accounts") are "named user accounts" and may only be used by the respective named natural person. On request, a named person can be replaced by another. The joint use of a creator account by different persons is not permitted.
2.2.2 The service may include interfaces ("integrations") that enable data exchange with third-party systems from third-party providers. This requires that the customer has concluded a contract with the third-party provider for the use of the respective third-party system, which also allows the customer to use the interfaces of the third-party system.
VidLab7 may discontinue interfaces at its own discretion if and to the extent that
- the third-party provider does not make interface specifications available, or makes the specifications available under unacceptable terms or for additional fees; or
- the third-party provider does not permit use of the interface by third parties like VidLab7, or permits such use only under unacceptable terms or for additional fees; or
- an update of the interface would require an unreasonable effort.
2.3 VidLab7 continues to further develop the service. Its functionality may change and expand during the term of this Agreement provided that changes do not substantially reduce the functionality present at this Agreement’s effective date or the conditions described in Sec. 2.2.2 for discontinuing an existing interface are met.
2.4 VidLab7 provides the hardware and technical infrastructure necessary for the SaaS provision of the service and provides the technical operation of such infrastructure. VidLab7’s responsibility for hardware and technical infrastructure ends at the connection point of VidLab7’s data center to the public internet. For the avoidance of doubt, remote access to and utilization of the service is solely the customer’s responsibility.
2.5 Availability
2.5.1 VidLab7 provides and makes the service available for use by the customer with an availability of 98% per contract year during service hours.Service hours are Monday to Friday 8:00am to 6:00pm CET with the exception of public holidays in Germany. Availability means that the service is ready to use at the connection point of VidLab7’s data center via the Internet.
2.5.2 Regardless of the agreed availability, the service will usually not be shut down outside of service hours and therefore will usually be accessible on a 24/7 basis. However, VidLab7 is not obliged to make theSoftware available outside service hours.
2.5.3 VidLab7 will notify the customer in advance about scheduled downtimes outside the service hours (start and estimated length of downtime).
2.5.4 VidLab7 will undertake commercially reasonable efforts to maintain the Software outside service hours and to minimize interference of maintenance with customer’s system usage. If maintenance needs to be performed during service hours due to technical or organizational reasons, the parties will coordinate such maintenance. Downtimes due to planned and announced maintenance are not to be deemed non-availability.
3 Use of the service
3.1 VidLab7 reserves the right to check the generated videos manually for quality control purposes before making them available to the customer(moderation loop). This moderation loop can take up to one working day.Nevertheless, it is expressly pointed out that the personalized videos must also be checked manually by the customer, as for technical reasons it cannot be ruled out that the AI-based personalization may deliver incorrect or unclear results in some cases.
3.2 The customer may only use the service and the videos generated with the service for its own business purposes. In particular, the customer may not use the service and the videos generated with the service for or on behalf of third parties or make them available to third parties (e.g. personalization of videos on behalf of or for third parties; provision of services for third parties; advertising of third-party products or services). Third parties also include companies that are affiliated with the customer, unless an explicit agreement on group-wide use has been made.
3.3 The customer may not use the service for the following purposes:
- for unlawful purposes, including purposes that violate the rights of third parties or applicable laws or regulations;
- for the personalization of videos that contain unlawful content, serve to incite hatred, incite crime or glorify or trivialize violence, are sexually offensive or pornographic, are likely to seriously endanger the morals of children or adolescents or impair their well-being, or are offensive or degrading to third parties;
- for political campaigning, including the fabrication of personalized political messages, or lobbying purposes;
- for spamming or unsolicited advertising;
- to develop a similar product or service, i.e. a product or service whose main purpose is the personalization of videos;
- to develop or train an AI model;
- to personalize videos that are likely to jeopardize the image, reputation or credibility of VidLab7.
3.4 VidLab7 may offer functionality to generate avatars for use in customer videos. The customer acknowledges that due to the nature of artificial intelligence tools, third parties may create and use avatars that are similar or even the same as your generated avatars (for example because the same or similar Input was provided). The customer shall not generate and use avatars that resemble existing persons, e.g. by using prompts to generate a lookalike of an existing person.
3.5 Suspension of services and removal of data
3.5.1 VidLab7 may suspend access to or use of the service or remove any relevant data from the services (including for example, and without limitation, customer generated videos hosted by VidLab7), if
- such access or use, or any data
- poses a security risk to or may otherwise unduly and adversely impact the services, or
- infringes or otherwise violates the rights or other interests of a third party, entails illegal or otherwise prohibited content or activities, or other wise subjects VidLab7 to a potential liability, or
- unreasonably impairs, degrades, or reduces the performance or security of the service and any related third-party software, services, or related technology, or
- VidLab7 is required to do so under any applicable laws, or any court’s or governmental body’s order.
3.5.2 Unless prohibited under the applicable laws and if reasonable under the circumstances (as determined by VidLab7 in its own discretion), VidLab7shall provide customer with a notice prior to such suspension or removal, and an opportunity to take steps to avoid any such suspension or removal. Any suspension of customer's right to access or use the services or removal of data shall not release customer from any of its obligations under this Agreement if and to the extent Customer is responsible for the incident resulting in the suspension or removal.
4 Term and termination
4.1 The Agreement shall enter into force upon acceptance of the offer by the customer on the date set out in the offer or agreed otherwise (“effective date”). Unless agreed otherwise in the offer, it shall continue for a one-year period and shall continue thereafter for successive one-year periods, unless terminated by either party by giving three months written notice to the end of a contract year. All services rendered by VidLab7 up to the effective date of the termination shall be reimbursed.
4.2 Either party may terminate this Agreement by written notice to the other party if that other party commits a material breach of its obligations under this Agreement and, where such breach is capable of remedy, fails to remedy such breach within thirty (30) days after receipt of written notice from the party seeking to terminate the Agreement setting out details of the breach and requiring it to be remedied.
4.3 Upon the termination’s effective date the customer will no longer have access to the SaaS system. The videos personalized by the customer will be deleted by VidLab7 at the latest at the termination’s effective date.
5 License
5.1 Service
5.1.1 During the term of the Agreement, the customer shall have the non-perpetual, non-exclusive, non-transferable and non-sub licensable right to use the service provided in accordance with Sec. 1 by way of SaaS for its own business purposes in accordance with the Agreement. Any rental, leasing and any other temporary or permanent transfer or conveyance of the service to third parties and any making available of the service for use by third parties is expressly prohibited.
5.1.2 The customer acknowledges and agrees that all right, title and interest whatsoever, in and to the service, including the associated software and AI models, including all intellectual property rights therein is, and shall be, owned solely and exclusively by VidLab7. This Agreement does not grant the customer any ownership rights of any kind or permanent rights to use the service, including the associated software and the AI models used, beyond the term of the Agreement and the intended use defined therein. All rights remain with VidLab7. This also applies to any modifications, improvements, extensions or adaptations to and in connection with the service, including the AI models used, even if these were carried out by VidLab7 on behalf of the customer.
5.2 Videos
5.2.1 The customer remains the owner of the videos uploaded and personalized by him. Insofar as VidLab7 acquires rights to personalized videos,VidLab7 grants the customer the exclusive, perpetual, worldwide, sub-licensable and transferable rights upon full payment of the agreed remuneration.
5.2.2 By uploading a video, the customer grants VidLab7 the royalty free rights to use the video (1) to provide the services and (2) to train theVidLab7 AI models and to debug and improve the services. This includes in particular the non-exclusive, worldwide, sub licensable and transferable right to reproduce, distribute and edit the video for the aforementioned purposes.
5.2.3 By uploading a video, the customer guarantees that its afore mentioned use by VidLab7 does not infringe any third-party rights, in particular copyrights or personal rights. This applies in particular, and without limitation, to the rights of the persons depicted in the videos.
5.2.4 Indemnification. The customer shall indemnify VidLab7 on first demand against all costs, expenses and damages incurred by VidLab7 due to the assertion of third-party claims arising from or in connection with the use of customer videos in the aforementioned context. The customer will cooperate to a reasonable extent in the defense of VidLab7 against such claims and support VidLab7’s defense.
6 Support
6.1 Support services (e.g. access to the support platform, documentation, e-mail support) are set out in the offer.
6.2 Faults in the service are prioritized by VidLab7 and corrected according to their priority. The no-fault liability of VidLab7 in accordance with § 536a(1) BGB for initial defects is excluded. The application of § 536a (2) BGB(right to self-remedy and reimbursement of expenses) is excluded.
7 Fees and payment
7.1 For the provision of the services the customer shall pay the fees set out in the offer. The fees are due and payable annually in advance, starting with the effective date.
7.2 The fees and any other amounts payable under this Agreement exclude all applicable sales, goods and services, value added, use, or other like taxes, levies and charges, chargeable by or payable to any federal, provincial, state, local or municipal taxation authority and the customer shall pay and VidLab7shall remit the same to all applicable taxing authorities as required by law.
7.3 The fees can be adjusted once a year with a notice period of three months by notification from VidLab7 in text form by a maximum of 15% in each case. If the customer does not agree with an increase in the fees, he can terminate the contract within one month of receipt of the notification of change with a notice period of three months. If the customer has terminated the contract in accordance with this provision, the original fee shall remain in effect until the termination becomes effective.
7.4 The customer may only retain monies due to VidLab7 or exercise aright of set off in respect of such sums, if they relate to an undisputed claim by the customer or to a claim awarded to the customer by a final and binding court judgment.
7.5 If the customer fails to pay fees or any other amounts payable within thirty (30) calendar days after its due date, such unpaid amount shall bear interest from the date that the amount is payable to the date of payment at the rate of 10%p.a. Furthermore, such failure shall be deemed to be a material breach of thisAgreement and in addition to any other remedies available to VidLab7, VidLab7 shall be entitled to suspend the performance of this Agreement until the customer has paid all outstanding amounts in full.
8 Liability
8.1 VidLab7 shall be liable for willfulness and gross negligence, bodily harm or liability under the product liability law (“Produkthaftungsgesetz”) or to the extent of a guarantee assumed by VidLab7 in accordance with statutory provisions. In all other cases, VidLab7’s liability shall be limited as follows:
8.1.1 VidLab7 shall only be liable for the breach of fundamental contract obligations (i.e., obligations facilitating the proper fulfilment of the Agreement, whose observance the customer typically expects). In such cases the liability shall be limited to the typically predictable damage.
8.1.2 VidLab7 shall not be liable for consequential damages unless such damages are subject to a guarantee.
8.1.3 VidLab7’s liability for all damage claims shall, in the aggregate, be limited to € 25.000,-.
8.2 By using an interface (integration) to connect third-party systems, the customer authorizes the exchange of data with the respective third-party providers (including any other providers that enable the integration). The service provided by VidLab7 consists solely of enabling data exchange with the third-party provider. The further use of the transmitted data by the third-party provider is based on the customer's agreement with the third-party provider. VidLab7 is not responsible for the actions and omissions of the third-party providers connected via interfaces, their services, applications, code, technology or products.
9 Confidentiality and privacy
9.1 Each party shall use confidential information of the other party solely and exclusively as may be reasonably necessary for the performance of its duties or the exercise of its rights pursuant to this Agreement.Confidential information shall be kept secret and confidential and shall not be disclosed to anyone except, on a need-to-know basis, to affiliated companies and subcontractors. Such affiliated companies and subcontractors shall be subject to substantially similar obligations of confidentiality.
9.2 The provisions of thisSection shall survive the termination or expiration of this Agreement.
9.3 Confidential Informationshall not include information which was known to the receiving party prior to disclosure by the disclosing party; or which was lawfully received or independently developed by the receiving party outside of the scope of thisAgreement.
9.4 Upon the written request of the disclosing party at any time, the receiving party shall return all hardcopy documents which contain confidential information, shall destroy all electronic documents or files which contain confidential information and shall immediately cease all use of the confidential information.
9.5 Each party may name the other party and the project as a reference for marketing purposes. Each party may use the other party’s company logo for such purposes. Further uses and publications require prior agreement of the other party.
9.6 The parties enter into the attached data processing agreement pursuant to Art. 28 GDPR in addition to this Agreement.
10 Final provisions
10.1 This Agreement shall be governed and construed in accordance with the laws of Germany, excluding their rules governing conflicts of laws.
10.2 The courts of Munich, Germany shall have exclusive jurisdiction over disputes under this Agreement, and the Parties agree that jurisdiction and venue in such courts is appropriate and irrevocably submit to the exclusive jurisdiction of such courts.
10.3 VidLab7 reserves the right to amend or change these terms and conditions. The planned changes will be announced to the customer in text format least four weeks before the planned entry into force. The customer is deemed to have consented to the changes if he does not object to the changes in text form before the deadline expires. Alternatively, the customer has the right to terminate the contractual relationship before the deadline expires. Such termination shall take effect within 14 days of receipt of the notice of termination. The terms and conditions shall continue to apply unchanged until the termination takes effect
VidLab7 undertakes to expressly notify the customer of the possibility of objection or termination and the deadlines for objection and termination, the text form requirement for objections and the significance or consequences of failing to object.
If the customer objects to the change of the terms and conditions in due form and time, the Agreement will be continued under the previous conditions. In this case, VidLab7 is entitled to terminate the Agreement within a period of four weeks.
10.4 No amendment to, or change, waiver, or discharge of, any provision of this Agreement shall be valid unless in writing and signed by authorized representatives of each party, with the exception of changes pursuant to Sec. 10.3.
10.5 If any provision of thisAgreement is held by a court of competent jurisdiction to be unenforceable or contrary to law, then the remaining provisions of this Agreement, and/or the application of such provisions to persons or circumstances other than those as to which it is invalid or unenforceable shall not be affected thereby, and each such provision of this Agreement shall be valid and enforceable to the extent granted by law. The parties hereby undertake to replace invalid or unenforceable provisions, and fill gaps, by agreeing on appropriate provisions which are as close as possible to the economic purpose of the invalid or missing.
Version: September 2024
Appendix to the General Terms and Conditions for SaaS Services
Data Processing Agreement for SaaS Services of VidLab7 GmbH
Preamble
The customer has commissioned VidLab7 GmbH, Rosental 7, 80331 Munich, Germany („VidLab7“) with the operation of a service for the personalization of videos. Performance of the services may require access to personal data of the customer. The General Data Protection Regulation sets out certain requirements for such processing of personal data on behalf of the customer. To comply with the statutory requirements, the parties agree as follows.
1 Definitions; Subject of this Agreement
1.1 "Personal data", "special categories of data","process/processing", "controller", "processor"and "data subject" shall have the meaning as in the Regulation (EU)2016/679 of the European Parliament and of the Council of 27 April 2016 (the"General Data Protection Regulation" or "GDPR").
1.2 The parties enter into this Data Processing Agreement (“DPA”) to specify the rights and obligations related to privacy law. The scope and term of the services to be provided by VidLab7 are set out in the agreement on the provision of SaaS services based on VidLab7’s offer and the General Terms and Conditions for SaaS Services (the “Main Agreement”). This DPA complements the Main Agreement in respect of data protection. In the event of conflicts, the terms and conditions of this DPA shall prevail.
2 Scope, Purpose, and Provision of Data Processing; Categories of Data and Data Subjects
2.1 VidLab7 provides a service with which videos uploaded by the customer can be personalized based onAI. Further details on the scope and purpose of data processing by VidLab7 can be found in the Main Agreement and the associated service description.
2.2 VidLab7 has potential access to personal data contained in the videos uploaded by the customer aspart of the provision of services. Data categories and data subjects depend on the content of the customer videos. Typically, employees of the customer are visible in the customer videos.
2.3 VidLab7 may process the customer's personal data solely for the purpose of fulfilling the MainAgreement or in observance of the customer's instructions. In addition to the provision of services byVidLab7, the fulfillment of the main contract also includes the training ofVidLab7's AI models as well as debugging and improvement of the service. IfVidLab7 processes personal data based on a legal obligation pursuant to Art. 28(3)(a) GDPR, VidLab7 shall notify the customer in advance, unless prohibited bylaw.
2.4 VidLab7 shall observe the customer's instructions regarding the collection, processing, or use of personal data. The customer may give such instructions at any time and at its own discretion, including instructions regarding the correction, deletion and blocking of data. VidLab7 shall immediately notify the customer if, in VidLab7’s opinion, an instruction infringes applicable data protection law or regulations. The customer shall reimburse VidLab7 for executing its instructions on a time and material basis, based on the agreed hourly rates.The customer is responsible for the consequences of its instructions (e.g.inconsistent data). Instructions shall be given in writing.
2.5 As the data controller under data protection law, the customer is responsible for assessing the permissibility of data processing, in particular the permissibility of using VidLab7's services, including uploading and personalizing their videos. The customer will ensure that his use of the services of VidLab7 does not infringe the rights of third parties and is permissible under data protection law. If necessary, he will obtain any necessary consents from data subjects.
3 Sub-Processors
3.1 VidLab7 may engage sub-processors ("Subcontractors"). VidLab7 has currently engaged the following Subcontractors:
- ElevenLabs, 169 Madison Ave#2484 New York, NY 10016 NYC, US
- Vercel Inc., 440 N Barranca Ave #4133, Covina, CA 91723, US
- Google Cloud EMEA Limited, 70 Sir John Rogerson’s Quay, Dublin 2,Ireland
- Clerk, Inc., 2261 Market Street, 10607, SanFrancisco, CA 94114 US
- Intercom R&D Unlimited Company, 124 St Stephen's Green, Dublin 2,DC02 C628, Republic of Ireland
- PLUS FIVE FIVE INC., 2261 Market Street #5039San Francisco, CA 94114, US
- Hubspot Ireland Limited, 1 Sir John Rogerson's Quay Dublin, D01 DR94,Ireland
- Stripe Payments Europe Limited, 3 Dublin Landings, North Wall Quay,Dublin 1, Dublin
Contractual agreements with Subcontractors shall be in accordance with GDPR requirements.
3.2 VidLab7 shall notify the customer in advance of changes concerning the engagement or replacement ofSubcontractors. If the customer has reasonable objections to the engagement of a new Subcontractor, to the effect that the new Subcontractor is not compliant with GDPR requirements, the customer may object to the new Subcontractor within14 days after receipt of VidLab7’s notice. If VidLab7declares that it will not for go the new Subcontractor despite a justified objection on the part of the customer, the customer may terminate the Main Agreement by giving written notice within four weeks of receipt of the objection to the engagement of theSubcontractor.
3.3 For the purpose oft his DPA, Subcontracts shall be deemed to be services directly related to the main services provided VidLab7. Not included are ancillary services utilized byVidLab7, for example telecommunication services, mail or transport services, maintenance and support or the disposal of data carriers. Nevertheless, VidLab7shall ensure an adequate level of data protection for ancillary services, e.g.,by entering into appropriate agreements and undertaking appropriate inspections.
4 Confidentiality
VidLab7 undertakes to commit all staff and personnel that process personal data to confidentiality unless they are already under an appropriate statutory obligation of confidentiality. The commitment shall survive a termination or expiration of the staff member's employment relationship with VidLab7.
5 Data protection measures and audits
5.1 VidLab7 implements appropriate technical and organizational measures pursuant to Article 32 GDPR, in particular as described below in the appendix. VidLab7 may change and modify the technical and organizational measures provided that the initial level of security will not be reduced.
5.2 Upon request VidLab7shall make available to the customer all information necessary to demonstrate compliance with the obligations laid down in Article 28 GDPR, e.g., by providing appropriate documentation. VidLab7 shall allow for and contribute to audits, including inspections, conducted by the customer or a third-party auditor mandated by the customer. For that purpose, VidLab7 shall allow the auditor, upon reasonable prior notification, during normal business hours and without unreasonable disruption to VidLab7's operations, to verify VidLab7's compliance with the applicable obligations. The customer shall reimburse VidLab7's costs related to an audit on a time and material basis, based on the agreed hourly rates.
5.3 The customer agrees to keep all information, documents, data, and findings disclosed by VidLab7 or otherwise gathered in connection with an audit, inspection, or disclosure pursuant to Sec. 5 strictly confidential and to use such information, documents, data, and findings solely for the purpose of the privacy audit. The customer shall ensure that all personnel or third parties with access to the aforementioned information are subject to a substantially similar obligation of confidentiality, unless they are, by reason of their occupation, already subject to an obligation of confidentiality.
6 Notification and support obligations
6.1 VidLab7 shall promptly notify the customer of any personal data breach related to the personal data of the customer. VidLab7 will, in consultation with the customer, undertake reasonable measures to secure the data and mitigate potentialnegative consequences for the data subjects.
6.2 VidLab7 shall assist the customer in ensuring compliance with the obligations pursuant to Articles 32 to 36 GDPR, taking into account the nature of processing and the information available to VidLab7. The reasonable costs of VidLab7’s assistance shall be reimbursed by the customer in accordance with the agreed hourly rates, unless the assistance becomes necessary due to a default ofVidLab7.
7 Deletion and return of data
VidLab7 will delete all personal data of the customer after completion of the services, at the latest upon termination of the Main Agreement. A separate return of data is not necessary, as the personalized videos are downloaded by the customer as part of the service.
8 Data subject rights
8.1 If a data subject contacts VidLab7 for the purpose of exercising their rights as a data subject(e.g., regarding access to, erasure or rectification of personal data), VidLab7shall promptly forward this request to the customer.
8.2 VidLab7 will, upon request, assist the customer to comply with its obligations with respect to the rights laid down inChapter III of the GDPR. The customer shall reimburse VidLab7's assistance on a time and material basis, based on the agreed hourly rates.
9 Term and final provisions
9.1 This DPA automatically terminates upon termination or expiration of the Main Agreement.However, this DPA shall remain in force as long as VidLab7 possesses or otherwise has access to personal data of the Customer.
9.2 The limitation of liability agreed in the Main Agreement also applies to this DPA.
9.4 This DPA shall be governed by and construed in accordance with the laws of the FederalRepublic of Germany, excluding their rules governing conflicts of laws. The parties agree that the courts of Munich, Germany shall have exclusive jurisdiction to settle any disputes which may arise in connection with thisDPA.