Terms and conditions of Anymate Me GmbH

§ 1 Scope

(1)   The following General Terms and Conditions (hereinafter referred to as “GTC”) apply to all our contracts concluded between you as client and Anymate Me GmbH, Weyertal 109, 50931 Cologne, Germany (hereinafter referred to as “Anymate Me”).

(2)   Unless otherwise agreed, the GTC apply in the version valid at the time of the conclusion of the contract.

(3)   These GTC apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the client only become part of the contract if and insofar as Anymate Me has expressly agreed to their validity.

§ 2 Subject

(1)   Anymate Me is a start-up that offers its clients automated digital video creation, simplifying the professional creation of videos. With the artificial intelligence-based automated video creation, the client can create new videos and update the content of existing videos.

(2)   The software solution developed by Anymate Me enables the client to create videos with personalized and predefined avatars. For this purpose, the software solution utilizes the content provided by the client and creates a video and an avatar using artificial intelligence. For the creation of videos, the client provides text and/or audio content. The video is based on the provided text and audio content using artificial intelligence software.

(3)   The content provided by the client includes, in addition to a script with the content for the planned video, a background for the video provided as Power Point presentation or as PDF. For the creation of a personalized avatar, the client shall additionally provide video recordings and a photo of the corresponding person. For the creation of a voice clone, the client provides audio recordings of the corresponding person.

§ 3 Avatar and voice clone

(1)   The personalized avatar is created as image of a natural person and has the same physical characteristics as the natural person. The appearance of the personalized avatar is identical to the appearance of the natural person from whose likeness the avatar is created. In addition to the appearance of a natural person, the personalized avatar can also have the personal voice of a natural person. It is possible that the avatar differs from the natural person, in particular concerning facial expressions and gestures, and there may be slight differences between the facial expressions and gestures of the natural person and the avatar. This may lead to third parties possibly recognizing that the avatar is an avatar and not a natural person.

(2)   If the avatar shall receive a personal voice, the voice of the avatar will be created based on audio recordings of the natural person and transferred to the avatar. For this purpose, the client provides Anymate Me with audio recordings. It is possible that the voice of the avatar differs from the personal voice of the natural person, in particular in terms of tonality, and that there may be minor discrepancies. This may lead to third parties possibly recognizing that it is an avatar with a synthetic voice and not a natural person with a human voice.

(3)   For the creation of a personalized avatar and voice clone, the express consent of the natural person serving as template for the avatar/voice clone is required. In the event that the natural person revokes his/her consent, the corresponding personalized avatar and/or the corresponding voice clone may no longer be used by the client in the future. The risk of a possible revocation shall be borne by the client. Should a revocation of consent result in the client no longer being able to use a video with a personalized avatar and/or voice clone, the any licence fees already paid by the client will not be reimbursed.

§ 4 Pilot Project

(1)   If the parties expressly agree, the contract shall initially begin with a pilot project phase for which a fee is charged. During this pilot project, the client can test the Anymate Me software solution without contractual obligation. The client does not have access to the platform during this pilot project phase.

(2)   For the creation of videos and avatars, the client provides Anymate Me with content such as texts, backgrounds as power point presentations as well as video and audio recordings. Based on this content, Anymate Me designs videos and avatars in coordination with the client and provides them to the client. The quality of the avatar and the voice clone depend significantly on the quality of the content provided by the client. The client is responsible for the quality of the content provided.

(3)   The parties regularly exchange information about any malfunctions of the software solution. Anymate Me uses the findings from the pilot project phase to improve and further develop the software solution provided.

§ 5 Provision

(1)   The prerequisite for the use of the platform www.anymateme.com is the conclusion of a separate client contract, which requires an offer and an acceptance of the offer.

(2)   Anymate Me provides the client with a client account which enables the client to access the services of Anymate Me. The client is responsible for keeping the access data to the client account secret and for protecting it from access by unauthorized third parties. Should the client become aware that unauthorized third parties have gained access to the client account, the client shall immediately inform Anymate Me.

(3)   For a smooth use of the platform, Anymate Me recommends accessing the platform via a computer. The computer should have an up-to-date browser and operating system. Anymate Me recommends Chrome, Firefox or Safari as browser. The use of a smartphone and/or an outdated browser and/or an outdated operating system may result in restrictions in the use of the platform. In this case it is possible that the elements of the platform will not be displayed correctly.

(4)   Anymate Me is responsible for the maintenance of the platform. The platform is generally available to the client 365 days a year, 24/7. Exempt from this are the monthly maintenance windows to a maximum extent of 48 hours per month. In order to keep the disruption of use as low as possible, Anymate Me will preferably carry out the maintenance at night between 0:00 a.m. and 5:00 a.m. (The time in Germany is decisive). Anymate Me will inform the client 48 hours in advance of the maintenance, unless it is a safety-critical measure. Anymate Me will carry out safety-critical measures without delay.

§ 6 Responsibility for contents

(1)   The client selects the content of its video itself and is solely responsible for the content. Anymate Me neither checks the content uploaded by the client nor the videos created. In particular, Anymate Me has no editorial influence on the content and videos of the client.

(2)   By uploading or providing any content, the client assures that it is the rights holder of the content and that the use of the content does not conflict with any third-party rights. In the event of an infringement of rights caused by the client’s content, the client indemnifies Anymate Me from the necessary legal defence costs.

(3)   The content uploaded by the client and videos created by the client may not glorify violence, be sexist, racist or discriminatory.

§ 7 Granting of rights of use

(1)   Anymate Me grants the client a simple, non-transferable, non-sublicensable, revocable right of use concerning the software solution, limited in time and space to the duration of the contract.

(2)   The client receives an exclusive, irrevocable, non-transferable, non-sublicensable, temporally and spatially unlimited right of use concerning the videos and avatars individually created for the client.

(3)   After termination of the contract, the client may continue to use videos and avatars that have already been created and downloaded for an unlimited period of time. Access to the platform as well as the creation of new content and new avatars is not possible after the expiry of the contract.

(4)   Anymate Me grants the client rights of use concerning the software solution only insofar as these are necessary for the purpose specified here. Otherwise, the rights of use concerning the software solution remain with Anymate Me. This applies in particular to any further developments of the software solution by Anymate Me. If Anymate Me customizes the software solution for the client, Anymate Me also grants the client a non-exclusive right to use these customizations in the sense of § 7 para. 1.

§ 8 Term and termination

(1)   The client may commence with an optional pilot project the length of which will be decided independently with the client, or alternatively, subscribe directly to any of Anymate Me’s service plans without a preliminary pilot phase.

(2)   After expiry of the minimum term of 12 months, the contract shall be extended by a further 12 months in each case, unless one of the parties terminates the contract with a notice period of 3 months to the end of the minimum term or an extension period.

(3)   The right of both parties to terminate without notice for good cause remains unaffected.

(4)   Any termination must be in writing.

§ 9 Consequences of termination

After expiry of the contract term, the client has no access to the platform and cannot create any new videos or avatars. However, the client is entitled to continue to use videos or avatars created during the term even after termination of the contract.

§ 10 Remuneration

(1)   For the provision of the software solution the client pays to Anymate Me a monthly licence fee. The client receives a monthly allocation of video credits (video minutes) based on their chosen subscription plan. The client can use these video credits for the creation of new videos. If the client does not use his monthly video credits, they will expire. Unused video credits will not be refunded and cannot be transferred to the next month. All payments are due within 4 weeks after receipt of the invoice.

(2)   All prices are net prices plus any applicable statutory value added tax.

§ 11 Liability

(1)   The liability of Anymate Me is unlimited in the case of intent, gross negligence and injury to life, body or health as well as in the case of intentional breach of essential contractual obligations (cardinal obligations). Material contractual obligations are those obligations whose fulfilment makes the proper performance of the contract possible in the first place. In the event of a negligent breach of material contractual obligations, the liability of Anymate Me is limited to the typical damage foreseeable in connection with this type of contract. In addition, Anymate Me is liable without limitation under the German Product Liability Act.

(2)   Apart from the cases mentioned in paragraph 1, the liability of Anymate Me is limited to the typical damage foreseeable in connection with this type of contract.

(3)   Anymate Me is liable for the loss of data only up to the amount that would have been incurred to restore the data if the client had properly and regularly backed up the data.

§ 12 Final provisions

(1)   This contract shall be governed by the laws of the Federal Republic of Germany with the exception of the UN Convention on Contracts for the International Sale of Goods.

(2)   Amendments to this contract must be made in writing to be effective. This also applies to the amendment of this written form requirement.

(3)   Insofar as no exclusive place of jurisdiction applies, the parties stipulate Cologne, Germany as the place of jurisdiction.

(4)   The invalidity of individual provisions of this contract shall not affect the validity of the remaining provisions. In this case, the parties undertake to agree on effective provisions which come closest in economic terms to the intended purpose of the invalid provisions. This applies accordingly to the closing of any loopholes in this contract.