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 supplementaryterms and conditions of the customer only become part of the contract if andinsofar 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 whenconcluding the contract and VidLab7 does not expressly object to this.
1.2 VidLab7's offer is aimed exclusively at businesses, i.e. natural orlegal persons or partnerships with legal capacity who conclude the contractwith VidLab7 in the exercise of their trade, business or profession (§ 14 BGB).
1.3 All offers including service and product descriptions of VidLab7 aresubject to change and non-binding, unless they are expressly marked as bindingor contain a specific acceptance period. The Agreement is concluded by VidLab7accepting the customer's order or countersigning the offer signed by thecustomer. Where there is any conflict or inconsistency between the offer andthese 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 internalbusiness purposes via SaaS for the term of this Agreement. The basic functionalityof the service is described in the offer.
2.2 General conditions for the use of the service (e.g. number of useraccounts, maximum length of videos, resolution, maximum number of videos thatcan be personalized, maximum number of variables for personalization, etc.) areset out in the offer. The following applies:
2.2.1 User accounts ("creator accounts") are "named useraccounts" and may only be used by the respective named natural person. Onrequest, a named person can be replaced by another. The joint use of a creatoraccount by different persons is not permitted.
2.2.2 The service may include interfaces ("integrations") thatenable data exchange with third-party systems from third-party providers. This requiresthat the customer has concluded a contract with the third-party provider forthe use of the respective third-party system, which also allows the customer touse the interfaces of the third-party system.
VidLab7 may discontinue interfaces at its own discretion if and to theextent that
- the third-party provider does not make interface specificationsavailable, or makes the specifications available under unacceptable terms orfor additional fees; or
- the third-party provider does not permit use of the interface by thirdparties like VidLab7, or permits such use only under unacceptable terms or foradditional fees; or
- an update of the interface would require an unreasonable effort.
2.3 VidLab7 continues to further develop the service. Its functionalitymay change and expand during the term of this Agreement provided that changesdo not substantially reduce the functionality present at this Agreement’seffective date or the conditions described in Sec. 2.2.2 for discontinuing anexisting interface are met.
2.4 VidLab7 provides the hardware and technical infrastructure necessaryfor the SaaS provision of the service and provides the technical operation ofsuch infrastructure. VidLab7’s responsibility for hardware and technicalinfrastructure ends at the connection point of VidLab7’s data center to thepublic internet. For the avoidance of doubt, remote access to and utilizationof the service is solely the customer’s responsibility.
2.5 Availability
2.5.1 VidLab7 provides and makes the service available for use by thecustomer 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 ofpublic holidays in Germany. Availability means that the service is ready to useat the connection point of VidLab7’s data center via the Internet.
2.5.2 Regardless of the agreed availability, the service will usuallynot be shut down outside of service hours and therefore will usually beaccessible 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 scheduleddowntimes outside the service hours (start and estimated length of downtime).
2.5.4 VidLab7 will undertake commercially reasonable efforts to maintainthe Software outside service hours and to minimize interference of maintenancewith customer’s system usage. If maintenance needs to be performed duringservice hours due to technical or organizational reasons, the parties willcoordinate such maintenance. Downtimes due to planned and announced maintenanceare not to be deemed non-availability.
3 Use of the service
3.1 VidLab7 reserves the right to check the generated videos manuallyfor 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 mustalso be checked manually by the customer, as for technical reasons it cannot beruled out that the AI-based personalization may deliver incorrect or unclearresults in some cases.
3.2 The customer may only use the service and the videos generated withthe service for its own business purposes. In particular, the customer may notuse the service and the videos generated with the service for or on behalf of thirdparties or make them available to third parties (e.g. personalization of videoson behalf of or for third parties; provision of services for third parties;advertising of third-party products or services). Third parties also includecompanies that are affiliated with the customer, unless an explicit agreementon group-wide use has been made.
3.3 The customer may not use the service for the following purposes:
- for unlawful purposes, includingpurposes that violate the rights of third parties or applicable laws orregulations;
- for the personalization ofvideos that contain unlawful content, serve to incite hatred, incite crime orglorify or trivialize violence, are sexually offensive or pornographic, arelikely to seriously endanger the morals of children or adolescents or impairtheir well-being, or are offensive or degrading to third parties;
- for political campaigning,including the fabrication of personalized political messages, or lobbyingpurposes;
- for spamming or unsolicitedadvertising;
- to develop a similarproduct or service, i.e. a product or service whose main purpose is thepersonalization of videos;
- to develop or train an AImodel;
- to personalize videos thatare likely to jeopardize the image, reputation or credibility of VidLab7.
3.4 VidLab7 may offer functionality to generate avatars for use in customervideos. The customer acknowledges that due to the nature of artificialintelligence tools, third parties may create and use avatars that are similaror even the same as your generated avatars (for example because the same orsimilar Input was provided). The customer shall not generate and use avatarsthat resemble existing persons, e.g. by using prompts to generate a lookalikeof 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 anyrelevant data from the services (including for example, and without limitation,customer generated videos hosted by VidLab7), if
- such access or use, or anydata
o poses a security risk to or may otherwise unduly and adversely impactthe services, or
o infringes or otherwise violates the rights or other interests of a thirdparty, entails illegal or otherwise prohibited content or activities, orotherwise subjects VidLab7 to a potential liability, or
o unreasonably impairs, degrades, or reduces the performance or securityof the service and any related third-party software, services, or relatedtechnology, or
- VidLab7 is required to doso under any applicable laws, or any court’s or governmental body’s order.
3.5.2 Unless prohibited under the applicable laws and if reasonableunder the circumstances (as determined by VidLab7 in its own discretion), VidLab7shall provide customer with a notice prior to such suspension or removal, andan opportunity to take steps to avoid any such suspension or removal. Anysuspension of customer's right to access or use the services or removal of datashall not release customer from any of its obligations under this Agreement ifand to the extent Customer is responsible for the incident resulting in thesuspension or removal.
4 Termand termination
4.1 The Agreement shall enter into force upon acceptance of the offer bythe 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 ofa 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 breachof its obligations under this Agreement and, where such breach is capable ofremedy, fails to remedy such breach within thirty (30) days after receipt ofwritten notice from the party seeking to terminate the Agreement setting outdetails of the breach and requiring it to be remedied.
4.3 Upon the termination’s effective date the customerwill no longer have access to the SaaS system. The videos personalized by thecustomer will be deleted by VidLab7 at the latest at the termination’seffective 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-sublicensable right to use the serviceprovided in accordance with Sec. 1 by way of SaaS for its own business purposesin accordance with the Agreement. Any rental, leasing and any other temporaryor permanent transfer or conveyance of the service to third parties and anymaking available of the service for use by third parties is expresslyprohibited.
5.1.2 The customer acknowledges and agrees that all right, title andinterest whatsoever, in and to the service, including the associated softwareand AI models, including all intellectual property rights therein is, and shallbe, owned solely and exclusively by VidLab7. This Agreement does not grant thecustomer any ownership rights of any kind or permanent rights to use theservice, including the associated software and the AI models used, beyond theterm of the Agreement and the intended use defined therein. All rights remainwith VidLab7. This also applies to any modifications, improvements, extensionsor adaptations to and in connection with the service, including the AI modelsused, 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 andpersonalized by him. Insofar as VidLab7 acquires rights to personalized videos,VidLab7 grants the customer the exclusive, perpetual, worldwide, sub-licensableand transferable rights upon full payment of the agreed remuneration.
5.2.2 By uploading a video, the customer grants VidLab7 the royalty freerights 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 inparticular the non-exclusive, worldwide, sublicensable and transferable rightto reproduce, distribute and edit the video for the aforementioned purposes.
5.2.3 By uploading a video, the customer guarantees that its aforementioneduse by VidLab7 does not infringe any third-party rights, in particularcopyrights or personal rights. This applies in particular, and withoutlimitation, to the rights of the persons depicted in the videos.
5.2.4 Indemnification. The customer shall indemnify VidLab7 onfirst demand against all costs, expenses and damages incurred by VidLab7 due tothe assertion of third-party claims arising from or in connection with the useof customer videos in the aforementioned context. The customer will cooperateto a reasonable extent in the defense of VidLab7 against such claims andsupport 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 accordingto 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 setout in the offer. The fees are due and payable annually in advance, startingwith the effective date.
7.2 The fees and any other amounts payable under this Agreement excludeall applicable sales, goods and services, value added, use, or other liketaxes, 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 monthsby notification from VidLab7 in text form by a maximum of 15% in each case. Ifthe customer does not agree with an increase in the fees, he can terminate thecontract within one month of receipt of the notification of change with anotice period of three months. If the customer has terminated the contract inaccordance with this provision, the original fee shall remain in effect untilthe 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 claimby the customer or to a claim awarded to the customer by a final and bindingcourt judgment.
7.5 Ifthe 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 fromthe 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 shallbe entitled to suspend the performance of this Agreement until the customer haspaid all outstanding amounts in full.
8 Liability
8.1 VidLab7 shall be liable for willfulness and gross negligence, bodilyharm or liability under the product liability law (“Produkthaftungsgesetz”) orto the extent of a guarantee assumed by VidLab7 in accordance with statutoryprovisions. In all other cases, VidLab7’s liability shall be limited as follows:
8.1.1 VidLab7 shall only be liable for the breach of fundamentalcontract obligations (i.e., obligations facilitating the proper fulfilment ofthe Agreement, whose observance the customer typically expects). In such casesthe liability shall be limited to the typically predictable damage.
8.1.2 VidLab7 shall not be liable for consequential damages unless suchdamages 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-partyproviders (including any other providers that enable the integration). Theservice provided by VidLab7 consists solely of enabling data exchange with thethird-party provider. The further use of the transmitted data by thethird-party provider is based on the customer's agreement with the third-partyprovider. VidLab7 is not responsible for the actions and omissions of thethird-party providers connected via interfaces, their services, applications,code, technology or products.
9 Confidentialityand privacy
9.1 Each party shall use confidential information of the other partysolely and exclusively as may be reasonably necessary for the performance ofits duties or the exercise of its rights pursuant to this Agreement.Confidential information shall be kept secret and confidential and shall not bedisclosed to anyone except, on a need-to-know basis, to affiliated companiesand subcontractors. Such affiliated companies and subcontractors shall besubject 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 todisclosure by the disclosing party; or which was lawfully received orindependently developed by the receiving party outside of the scope of thisAgreement.
9.4 Upon the written requestof the disclosing party at any time, the receiving party shall return all hardcopy documents which contain confidential information, shall destroy allelectronic documents or files which contain confidential information and shallimmediately cease all use of the confidential information.
9.5 Each party may name theother party and the project as a reference for marketing purposes. Each partymay use the other party’s company logo for such purposes. Further uses andpublications require prior agreement of the other party.
9.6 The parties enter into the attached data processing agreementpursuant to Art. 28 GDPR in addition to this Agreement.
10 Final provisions
10.1 This Agreement shall be governed and construed in accordance withthe laws of Germany, excluding their rules governing conflicts of laws.
10.2 The courts of Munich, Germany shall have exclusive jurisdiction overdisputes under this Agreement, and the Parties agree that jurisdiction andvenue in such courts is appropriate and irrevocably submit to the exclusivejurisdiction of such courts.
10.3 VidLab7 reserves the right to amend or change these terms andconditions. The planned changes will be announced to the customer in text format least four weeks before the planned entry into force. The customer is deemedto have consented to the changes if he does not object to the changes in textform before the deadline expires. Alternatively, the customer has the right toterminate the contractual relationship before the deadline expires. Suchtermination shall take effect within 14 days of receipt of the notice oftermination. The terms and conditions shall continue to apply unchanged untilthe termination takes effect
VidLab7 undertakes to expressly notify the customer of the possibilityof objection or termination and the deadlines for objection and termination,the text form requirement for objections and the significance or consequencesof failing to object.
If the customerobjects to the change of the terms and conditions in due form and time, the Agreementwill be continued under the previous conditions. In this case, VidLab7 isentitled to terminate the Agreement within a period of four weeks.
10.4 No amendment to, or change, waiver, or discharge of, any provisionof this Agreement shall be valid unless in writing and signed by authorizedrepresentatives 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 orcontrary to law, then the remaining provisions of this Agreement, and/or theapplication of such provisions to persons or circumstances other than those asto which it is invalid or unenforceable shall not be affected thereby, and eachsuch provision of this Agreement shall be valid and enforceable to the extentgranted by law. The parties hereby undertake to replace invalid orunenforceable provisions, and fill gaps, by agreeing on appropriate provisionswhich are as close as possible to the economic purpose of the invalid ormissing.
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 theoperation of a service for the personalization of videos. Performance of the services may requireaccess to personal data of the customer. The General Data Protection Regulationsets out certain requirements for such processing of personal data on behalf ofthe customer. To comply with the statutory requirements, the parties agree asfollows.
1 Definitions; Subject of this Agreement
1.1 "Personaldata", "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 enterinto this Data Processing Agreement (“DPA”) to specify the rights andobligations related to privacy law. The scope and term of the services to beprovided by VidLab7 are set out in the agreement on the provision of SaaSservices based on VidLab7’s offer and the General Terms and Conditions for SaaSServices (the “Main Agreement”). This DPA complements the Main Agreement inrespect of data protection. In the event of conflicts, the terms and conditionsof this DPA shall prevail.
2 Scope, Purpose, and Provision of Data Processing; Categories of Data and Data Subjects
2.1 VidLab7 provides aservice with which videos uploaded by the customer can be personalized based onAI. Further details on the scope and purpose of data processing by VidLab7 canbe found in the Main Agreement and the associated service description.
2.2 VidLab7 has potentialaccess to personal data contained in the videos uploaded by the customer aspart of the provision of services. Data categories and data subjects depend onthe content of the customer videos. Typically, employees of the customer arevisible in the customer videos.
2.3 VidLab7 may processthe 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 thecustomer's instructions regarding the collection, processing, or use ofpersonal data. The customer may give such instructions at any time and at itsown discretion, including instructions regarding the correction, deletion andblocking of data. VidLab7 shall immediately notify the customer if, in VidLab7’sopinion, an instruction infringes applicable data protection law orregulations. The customer shall reimburse VidLab7 for executing itsinstructions 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 isresponsible for assessing the permissibility of data processing, in particularthe permissibility of using VidLab7's services, including uploading andpersonalizing their videos. The customer will ensure that his use of theservices of VidLab7 does not infringe the rights of third parties and ispermissible under data protection law. If necessary, he will obtain anynecessary consents from data subjects.
3 Sub-Processors
3.1 VidLab7 may engagesub-processors ("Subcontractors"). VidLab7 has currently engaged thefollowing 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 Subcontractorsshall be in accordance with GDPR requirements.
3.2 VidLab7 shall notify thecustomer in advance of changes concerning the engagement or replacement ofSubcontractors. If the customer has reasonable objections to the engagement ofa new Subcontractor, to the effect that the new Subcontractor is not compliantwith GDPR requirements, the customer may object to the new Subcontractor within14 days after receipt of VidLab7’s notice. If VidLab7declares that it will notforgo the new Subcontractor despite a justified objection on the part of thecustomer, the customer may terminate the Main Agreement by giving writtennotice within four weeks of receipt of the objection to the engagement of theSubcontractor.
3.3 For the purpose ofthis DPA, Subcontracts shall be deemed to be services directly related to themain 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 processpersonal data to confidentiality unless they are already under an appropriatestatutory obligation of confidentiality. The commitment shall survive atermination or expiration of the staff member's employment relationship with VidLab7.
5 Data protection measures and audits
5.1 VidLab7 implementsappropriate technical and organizational measures pursuant to Article 32 GDPR,in particular as described below in the appendix. VidLab7 may change and modifythe technical and organizational measures provided that the initial level ofsecurity will not be reduced.
5.2 Upon request VidLab7shall make available to the customer all information necessary to demonstratecompliance with the obligations laid down in Article 28 GDPR, e.g., byproviding appropriate documentation. VidLab7 shall allow for and contribute toaudits, including inspections, conducted by the customer or a third-partyauditor mandated by the customer. For that purpose, VidLab7 shall allow theauditor, upon reasonable prior notification, during normal business hours andwithout unreasonable disruption to VidLab7's operations, to verify VidLab7'scompliance with the applicable obligations. The customer shall reimburse VidLab7'scosts related to an audit on a time and material basis, based on the agreedhourly rates.
5.3 The customer agrees to keep all information,documents, data, and findings disclosed by VidLab7 or otherwise gathered inconnection with an audit, inspection, or disclosure pursuant to Sec. 5 strictlyconfidential and to use such information, documents, data, and findings solelyfor the purpose of the privacy audit. The customer shall ensure that allpersonnel or third parties with access to the aforementioned information aresubject to a substantially similar obligation of confidentiality, unless theyare, by reason of their occupation, already subject to an obligation ofconfidentiality.
6 Notification and support obligations
6.1 VidLab7 shallpromptly notify the customer of any personal data breach related to thepersonal 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 theobligations pursuant to Articles 32 to 36 GDPR, taking into account the natureof processing and the information available to VidLab7. The reasonable costs ofVidLab7’s assistance shall be reimbursed by the customer in accordance with theagreed 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 completionof the services, at the latest upon termination of the Main Agreement. Aseparate return of data is not necessary, as the personalized videos aredownloaded by the customer as part of the service.
8 Datasubject rights
8.1 If a data subjectcontacts 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 thecustomer 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 atime and material basis, based on the agreed hourly rates.
9 Termand final provisions
9.1 This DPAautomatically terminates upon termination or expiration of the Main Agreement.However, this DPA shall remain in force as long as VidLab7 possesses orotherwise has access to personal data of the Customer.
9.2 The limitation of liability agreed in the Main Agreement alsoapplies to this DPA.
9.4 This DPAshall be governed by and construed in accordance with the laws of the FederalRepublic of Germany, excluding their rules governing conflicts of laws. Theparties agree that the courts of Munich, Germany shall have exclusivejurisdiction to settle any disputes which may arise in connection with thisDPA.