Terms of Service

Last updated: 19 July 2023

‍

Colossyan is cloud-based synthetic video generation platform, enabling instant translation of videos tomultiple languages and the generation of targeted videos at scale. The Colossyan services are provided byColossyan Inc. (address: 1209 Orange Street, Wilmington, DE 19801, US) ("Colossyan" or "Us").

‍

This terms of service (this "Agreement") apply to the use of and subscription to the Colossyan products andservices, including applications, websites and relating Software (the "Services").

‍

This Agreement is entered into by the entity or person placing an order for the Services via the Colossyan

website or accessing the Services (referred to as "Customer" or "User") and Us. If you are agreeing to this

Agreement not as an individual but on behalf of your organization, this Agreement will bind your organization,

unless your organization has a separate agreement in effect with us. You confirm that you have the necessary

authority to enter into this Agreement on behalf of your organization before proceeding.

By accessing to and using the Services you agree to be bound by this Agreement. The offering of the Services

to you is conditional on your acceptance of this Agreement. If you do not agree to this Agreement, you must

not access or use the Services.

Please read this document carefully. If you sign up for, access or use our Services, you agree to this

Agreement. Please do not use the Services if you are under 18 of age or barred from doing so under

applicable law.

1 Services

1. 1 Scope: This Agreement governs access and subscription to the Services. You may access and use the

Services in accordance with this Agreement, the Acceptable Use Policy , the Privacy Policy. Certain

services or functionalities may be subject to additional terms specific to the relevant service or

functionality as specified in the Feature-Specific Terms which are hereby incorporated into this

Agreement by reference. By accessing or using the relevant feature, you agree to be bound by such

Feature-Specific Terms.

1. 2 Availability: Colossyan will make reasonable efforts to ensure that the Services are available. However,

access to the Services may be disrupted from time to time due to necessary maintenance, technical

issues, network and system overloads or events outside of Colossyan’s control. Colossyan will use

commercially reasonable efforts to avoid downtime of the Services but assumes no liability if the

Services or any part thereof is unavailable at any time or for any period. Colossyan may update the

Services from time to time. We reserve the right to withdraw or amend our Service, in our sole

discretion without notice.

2 Use of the Services

2. 1 Access Rights: Colossyan grants you a limited, non-exclusive, non-transferable and revokable right to

use the Service in accordance with this Agreement and during the Subscription Term. You shall not

distribute, sublicense, transfer, sell, offer for sale, disclose, or make available any part of the Service to

any third party.

2. 2 Usage limits: Access to and use of the Services is restricted to the usage limits applicable to your Service

Plan. You are responsible for complying with usage limits applicable to your Service Plan. Colossyan

reserves the right to bill overages or limit your usage in excess of the applicable usage limits.

2. 3 User Accounts: To use the Service, you must be at least 18-year-old and register an account with

Colossyan. As part of the registration process, you must provide information which is true, current,

complete and accurate, and promptly update such data to keep it true, current, complete and accurate

at all times. Colossyan may evaluate registrations from time to time.2. 4 Devices: You will be responsible for obtaining and maintaining any equipment and ancillary services

needed to connect to, access or otherwise use the Services, such as all connectivity, computer software,

hardware and other equipment needed for access to and use of the Services. You must maintain the

confidentiality of your account. You agree and acknowledge that login details cannot be shared with or

used by anyone else.

3 Payment and billing

3. 1 Service Plan: Colossyan offers both free and paid Services. Prices and features of Services depend on

the Service Plan you selected. The current prices and features are published on the Colossyan website.

3. 2 Fees: You are responsible for the payment of fees, in the currency quoted at the time of the purchase.

You must provide current, complete, accurate and authorized credit card information. You further

agree to promptly update account and payment information, including email address, payment

method, and payment card expiration date, so that we can complete your transactions and contact you

as needed.

3. 3 Payment: You hereby authorise Colossyan to (i) charge for all applicable fees using your selected

payment method, and (ii) to provide relevant information to third party service providers to complete

the payment. You expressly consent to us providing you with the Service immediately following your

purchase. All fees are due at the time of the purchase and are non-refundable except as required by law

or as otherwise specifically permitted in this Agreement or under our Refund Policy.

3. 4 Automatic renewal: Fees will automatically be charged monthly or annually. Customer agrees that its

subscription is automatically renewed for the same period at the end of each billing period, and

Colossyan may charge automatically at the end of the trial or the renewal, unless you notify us in

advance that you want to cancel.

3. 5 Taxes: Fees are exclusive of taxes and Customer is responsible for all taxes. We will invoice you for such

taxes if we believe that we have a legal obligation to do so, and Customer agrees to pay such taxes if so

invoiced.

3. 6 Changes of fees: Colossyan does not represent or warrant that a particular Service Plan will be offered

indefinitely and reserves the right to change the prices for or alter the features and options in a

particular Service Plan. We reserve the right to correct any errors or mistakes in pricing, even if we have

already requested or received payment. We also reserve the right to refuse any order placed through

our website.

3. 7 Trial and Free Services: If Customer registers for a free trial or other type of limited offer for use of the

Services ("Free Service"), Customer may need to accept additional terms and conditions upon

registration. Any such additional terms and conditions are hereby incorporated into this Agreement by

reference and are legally binding. Any and all such Free Services may be modified or terminated

without notice. Free Services are subject to availability, are non-transferable and non-exchangeable.

Colossyan reserves the right to reduce the term of Free Services or end it altogether without prior

notice.

4 Creating Videos

4. 1 Customer Videos: Subject to the terms of this Agreement, you may create videos ("Customer Created

Videos") via the Service incorporating Customer Material, Licensed Material, and any other content or

material available on the Service. Use of Customer Created Videos is subject to the terms of this

Agreement.

4. 2 Ownership of Customer Materials: The Services may enable you to submit and upload Customer

Materials to the Services, such as backgrounds, pictures, audio files and texts. You own all right, title,

and interest in and to Customer Materials. You hereby grant us a worldwide, royalty-free, fully paid-up,

and sublicensable license to display, host, copy, process, edit, modify and reproduce (in any form)

Customer Material to the extent necessary to provide and maintain the Service, including to use

Customer Material for internal research and to improve the Services and relating technologies.4. 3 Warranty: You represent and warrant that you own all rights, title, and interest in and to the Customer

Materials or you have otherwise obtained all necessary consents, licenses and waivers required to

create, record, submit, publish, and use Customer Materials in connection with the Services.

4. 4 Licensed Materials: You may also use Licensed Materials in connection with the Service. To the extent

required by the licenses covering, the use of Licensed Materials is subject to additional license rights

and restrictions set forth in the License Agreement will apply in lieu of this Agreement.

4. 5 Videos: Subject to the full payment of fees and compliance with the Acceptable Use Policy, for the

duration of the Subscription Term, Colossyan grants you a limited, revocable, non-exclusive, worldwide,

royalty-free licence to use Colossyan Materials in Customer Created Videos. If any of the provisions of

this Agreement or the Acceptable Use Policy is violated, the licence provided in relation to the relevant

Customer Created Video may be revoked.

4. 6 Sharing Customer Created Videos: When using the Service, you may share or publish Customer Created

Videos via a third-party service or create public links to them. You understand that it is solely your

choice to share the Customer Created Videos and that Colossyan has no responsibility in relation to

such public sharing of Customer Created Videos and for Customer’s and Users’ actions.

5 Acceptable Use

5. 1 Prohibited Use: You agree that you will not upload or use in connection with the Services any

prohibited Content including, without limitation, Content that violates the terms of the Acceptable Use

Policy.

5. 2 Actors: The Service provides you with an option to use Avatars for the purposes of its Customer Created

Videos. You understand and acknowledge that Avatars available in the Services are based-on real

people and the use of Avatars is subject to specific licensing conditions. Accordingly, if you wish to use

an Avatar, then additional restrictions apply in accordance with the Acceptable Use Policy. If your

applicable Service Plan makes it available and you opt to use a Custom Created Avatar, it is your

responsibility to collect all necessary consents, authorisations and licenses and waivers from the

relevant actor and to comply with the restrictions and limitations of such consents, authorisations and

licenses and waivers.

5. 3 Monitoring: Colossyan reserves the right to investigate and take appropriate action against anyone

who, in its sole discretion, violates the provisions of this Agreement or the Acceptable Use Policy,

including removing the offending Content without prior notice, terminating or suspending accounts or

access to the Services and/or reporting such Content or activities to law enforcement authorities.

6 Restrictions and responsibilities

6. 1 Restrictions: You must not, directly or indirectly (i) reverse engineer, decompile, disassemble or

otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how

or algorithms relevant to the Services or any software, documentation or data related to the Services

("Software"); (ii) modify, translate, or create derivative works based on the Services or any Software

(except to the extent expressly permitted by Colossyan or authorized within the Services); (iii) remove

any proprietary notices or labels; (iv) use any method to extract data from the Services, including web

scraping, web harvesting, or web data extraction methods; (v) represent that Customer Created Videos

from the Services was human-generated when it is not; (vi) upload, share or otherwise transmit via the

Services any Customer Data that is considered to be sensitive under applicable data protection laws,

including any “protected health information” as defined by the US Health Insurance Portability and

Accountability Act of 1996.

6. 2 Compliance: You must use the Services in compliance with this Agreement and the Acceptable Use

Policy. As between the parties, the Customer is responsible for compliance with the provisions of this

Agreement and the Acceptable Use Policy, including for any and all activities that occur under accounts.

Customer is solely responsible for compliance with laws and regulations applicable to Customer's and

User's use of the Services. Customer maintains all responsibility for determining whether the Services

are accurate or sufficient for its purposes.

6. 3 Indemnification: You are exclusively responsible for all Content. Colossyan may, but is under no

obligation to, monitor, view, or analyse any Content. TO THE EXTENT PERMITTED BY LAW, YOU WILLDEFEND, INDEMNIFY AND HOLD HARMLESS COLOSSYAN, INCLUDING ITS EMPLOYEES AND AFFILIATES,

FROM AND AGAINST ANY CLAIMS, INCIDENTS, LIABILITIES, PROCEDURES, DAMAGES, LOSSES AND

EXPENSES, INCLUDING REASONABLE LEGAL AND ACCOUNTING FEES, ARISING OUT OF OR IN ANY WAY

CONNECTED WITH YOUR ACCESS TO OR USE OF THE SERVICES OR THE VIOLATION OF THIS

AGREEMENT, INCLUDING ANY THIRD-PARTY CLAIMS RELATING TO YOUR CONTENT.

6. 4 Export restrictions: The Services may be subject to export laws and regulations of the United States and

other jurisdictions. You agree to comply with all such laws and regulations in connection with the access

to and use of the Services. You represent that you are not named on any U.S. government or other

applicable restricted-party list. You represent and warrant that you will not access or use any Service in

a U.S.-embargoed or U.S.-sanctioned country or region (such as Cuba, Iran, North Korea, Syria, Crimea)

or for any purpose prohibited by the United States or applicable international import and export laws

and regulations.

7 Intellectual Property

7. 1 IP: We shall retain all rights, title and interest in and to all its respective patents, inventions, copyrights,

trademarks, domain names, databases trade secrets, know-how and any other intellectual property

and/or proprietary rights (collectively, "Intellectual Property Rights"). This Agreement does not grant

you any right, title, or interest with respect to the Services or in any Colossyan Intellectual Property

Rights, except as expressly set out in this Agreement.

7. 2 Open source: You acknowledge that the Software may contain third-party, open-source software

components ("Open-Source Component"). To the extent required by the licenses covering Open-Source

Components, the terms of such licenses will apply in lieu of this Agreement with respect to that

component of the Software.

7. 3 Feedback: Colossyan may use any feedback, ideas, comments, enhancement requests,

recommendations or suggestions ("Suggestions") that you send or share with Colossyan without any

obligation to you. You hereby grant to Colossyan a world-wide, royalty free, irrevocable, perpetual

license to use and otherwise incorporate any Suggestions. Unless otherwise instructed by Customer in

writing, Colossyan may use any logo and/or name associated with Customer in its customer reference

lists and other marketing materials.

8 Data processing

8. 1 Customer Account Information: In relation to the Services, Colossyan will process certain information

that may include Personal Data, as a data controller in accordance with the Privacy Policy the content of

which you hereby accept and acknowledge. Customer will make its Users familiar with the Privacy

Policy.

8. 2 Customer Data: If Customer uploads to the Services Customer Data, Customer represents and warrants

that it is entitled to process and transfer to Colossyan such Customer Data and such processing

complies with applicable data protection laws. In particular, Customer represents and warrants that

Customer have obtained all relevant consents, permissions and rights and provided all relevant notices

necessary under applicable data protection laws for Colossyan to lawfully process Customer Data.

Colossyan will process Customer Data only in connection with the performance of the Services and

Colossyan’s obligations under this Agreement.

9 Third-party services

9. 1 Sub-contractors: You agree that in providing the Services, Colossyan will engage third parties, including

sub-processors.

9. 2 Third-party Services: The Service may contain features and functionalities linking to or providing certain

functionality and access to third party websites and services. The Colossyan has no influence on the

contents of these linked pages, and is not responsible or liable for, such links, websites, or services. If

you decide to enable, access or use such services, your access and use of such services shall be

governed solely by the terms and conditions of such services.

10 Warranty10. 1. COLOSSYAN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR

DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE

SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS”

AND “AS AVAILABLE” AND COLOSSYAN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,

BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR

PURPOSE AND NON-INFRINGEMENT.

10. 2. By using the Services, you represent and warrant that: (i) all registration information you submit will be

true, accurate, current, and complete; (ii) you will maintain the accuracy of such information and

promptly update such registration information as necessary; (iii) you have the legal capacity and you

agree to comply with this Agreement; (iv) you are not under the age of 18; (v) you are not a minor in

the jurisdiction in which you reside, or if a minor, you have received parental permission to use the

Services; (vi) you will not access the Services through automated or non-human means, whether

through a bot, script or otherwise; (vii) you will not use the Services for any illegal or unauthorized

purpose; and (viii) your use of the Services will not violate any applicable law or regulation, or the

Acceptable Use Policy.

11 Limitation of liability

11. 1 COLOSSYAN AND ITS AFFILIATES, RESELLERS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS

SHALL IN NO EVENT BE LIABLE FOR ANY LOST PROFITS, REVENUES, OR BUSINESS OPPORTUNITIES, LOSS

OF USE, LOSS OF DATA, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION

AND ANY OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CRIMINAL, SUBSEQUENT OR

CONSEQUENTIAL DAMAGES WHATSOEVER, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE,

PRODUCT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR

INABILITY TO USE THE SERVICE OR THE SUPPORT AND MAINTENANCE SERVICES (IF ANY), REGARDLESS

WHETHER COLOSSYAN HAS BEEN ADVISED OR SHOULD HAVE HAD KNOWLEDGE OF THE POSSIBILITY OF

SUCH DAMAGES.

11. 2 SUBJECT TO CLAUSE 11.1, THE AGGREGATE LIABILITY OF COLOSSYAN FOR ALL CLAIMS RELATING TO THE

SERVICES IRRESPECTIVE OF THE LEGAL BASIS, IS LIMITED TO THE AMOUNTS PAID BY CUSTOMER TO

COLOSSYAN FOR THE PAST 6 MONTHS OF THE SERVICES PRIOR TO THE FIRST EVENT OR OCCURRENCE

GIVING RISE TO SUCH LIABILITY.

11. 3 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF

LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR PERSONAL INJURY OR DEATH WHICH

MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. IN THESE JURISDICTIONS,

COLOSSYAN'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

11. 4 Free services: Any Free Services agreed by the Parties are provided "AS IS" and "AS AVAILABLE" without

any warranty that may be set forth in this Agreement, and COLOSSYAN DISCLAIMS ANY IMPLIED

WARRANTIES INCLUDING WITHOUT LIMITATION MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE AND COLOSSYAN'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO

CUSTOMER'S USE OF THE FREE SERVICE IS USD 100.

11. 5 Independent Allocations of Risk: Each provision of this Agreement that provides for a limitation of

liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks

of this Agreement between the parties. This allocation is an essential element of the basis of the

bargain between the parties. Each of these provisions is severable and independent of all other

provisions of this Agreement, and each of these provisions will apply even if the warranties in this

Agreement have failed of their essential purpose.

11. 6 Force Majeure: Colossyan will not be liable to Customer or to any other third party for failure to

perform or any delay in the performance of the Service due to a force majeure event (including acts of

God, natural disasters, war, civil disturbance, action by governmental entity, strike, labour disputes, acts

of civil or military authority, power blackouts, computer viruses, and other causes beyond Colossyan’s

reasonable control).

12 Term and termination

12. 1 Term: This Agreement enters into effect on the day when you accept this Agreement and continues

until terminated either by the you or Colossyan.12. 2 Renewal: Customer acknowledges and agrees that Customer's subscription will automatically be

renewed on a monthly or annual basis, for the same subscription period, unless Customer indicated

otherwise before the renewal date.

12. 3 Cancellation: Customer may elect to terminate this Agreement at the end of Customer’s then-current

subscription period with notice, at the latest on the last day of the current subscription period, by

logging into Customer’s account. There is no refund for any pre-paid Service. Customer may terminate a

Free Service immediately without cause.

12. 4 Termination for Cause: Colossyan may terminate this Agreement with notice if you materially breach

this Agreement and such breach is not cured within fifteen days. Colossyan may immediately terminate

this Agreement for cause without notice if you violate the Acceptable Use Policy.

12. 5 Effects of termination: If this Agreement is terminated: (i) the rights and licences granted under this

Agreement will cease immediately, and (ii) Colossyan may delete any Content relating to Customer's

account in a commercially reasonable period of time.

12. 6 Survival: All sections of this Agreement which by their nature should survive termination will survive

termination, including, without limitation, accrued rights to payment, confidentiality obligations,

warranty disclaimers, and limitations of liability.

13 U.S. Government Rights

Our services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If our

services are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), our

services are subject to the terms of this Agreement in accordance with FAR 12.212 (for computer

software) and FAR 12.211 (for technical data). If our services are acquired by or on behalf of any agency

within the Department of Defense, our services are subject to the terms of this Agreement in

accordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202 3. In addition, DFARS

252.227 7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is in

lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government

rights in computer software or technical data under this Agreement.

14 Miscellaneous

14. 1 No Agency: No agency, partnership, joint venture, or employment is created as a result of this

Agreement and Customer does not have any authority of any kind to bind Colossyan in any respect

whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party

will be entitled to recover costs and attorneys’ fees.

14. 2 Modifications: We may revise this Agreement from time to time and the most current version will

always be posted on its website. If a revision, in Colossyan’s sole discretion is material, you will be

notified. By continuing to access or use the Services after revisions become effective, you agree to be

bound by the revised Agreement. If you do not agree to the revised terms, please stop using the

Service.

14. 3 Severability, entire agreement: The provisions of this Agreement apply to the maximum extent

permitted by relevant law. If any court or relevant authority decides that any part of this Agreement is

unlawful, unenforceable, or invalid, the remaining clauses will remain in full force and effect. This is the

entire contract between the parties regarding the Service. It supersedes any prior contract or oral or

written statements regarding your use of the Service.

14. 1 Notices: Notices are to be sent by electronic means, in the form of an email. Notices through email will

be deemed to have been duly given the day after it is sent.

14. 2 Governing law, disputes: This Agreement shall be governed by the laws of the State of Delaware

without regard to its conflict of laws provisions. The parties specifically exclude applicability of (i) the

United Nations Convention on the Sale of Goods and (ii) any Incoterms. For the avoidance of any doubt,

if Customer is a consumer and has its habitual residence in the EU, this clause does not affect the

protection provided by mandatory provisions of the law of Customer's residence. Any disputes between

the parties in relation to or in connection with this Agreement, shall be subject to the exclusive

jurisdiction of the courts of the State of Delaware.15 Contact Us

Should you have any further questions or queries in relation to the Services, please contact us at:

Mail: Colossyan Inc., 1209 Orange Street, Wilmington, DE 19801, United States

Phone: +45 42676307

Email: info@colossyan.com

16 GLOSSARY

In addition to terms defined elsewhere in this Agreement, the following definitions apply throughout

this Agreement, unless the contrary intention appears.

a. Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common

control with the subject entity. “Control,” for purposes of this definition, means direct or indirect

ownership or control of more than 50% of the voting interests of the subject entity.

b. Agreement means the terms of this document.

c. Avatar means a synthetic avatar as presenter in Customer Created Videos based on the voice and

visual representation of a real-life person.

d. Customer Data means Personal Data submitted by or for Customer and its Users to the Services as

part of Customer Material.

e. Colossyan Material means materials and content made available in the Service, including Avatars,

voices and templates.

f. Content means Customer Materials and Customer Created Videos.

g. Customer Created Video means any video output created by Customer or a User on the Service.

h. Customer Material means any data, fonts, images, templates, information, content, or material,

such as backgrounds, pictures, audio files and texts, provided by Customer to Colossyan or

submitted to the Service by Customer or its Users in the course of using the Service.

i. Custom Created Avatar means a synthetic avatar based on the visual representation and/or voice

of a real-life person selected by the Customer.

j. Free Service means any free trial, promotional offer, or other type of limited offer for use of the

Services.

k. Intellectual Property Rights mean patents, inventions, copyrights, trademarks, domain names,

databases trade secrets, know-how and any other intellectual property and/or proprietary rights.

l. Licensed Materials means content (including, but not limited to, stock media such as photos,

templates, images, video, and audio) made available on the Service that is not Colossyan Material

or Customer Material.

m. Open-Source Component means third-party components which the Software may contain and

which is released under a license that is considered as free software license by the Free Software

Foundation (https://www.gnu.org/philosophy/free-sw.html).

n. Personal Data shall have the meaning as under applicable data protection law, including but not

limited to, the EU Regulation 2016/679 entitled “On the protection of natural persons with regard

to the Processing of personal data and on the free movement of such data” and any applicable

national laws implemented by European Economic Area member countries.

o. Services mean the Colossyan products and services, including applications, websites and relating

Software.

p. Service Plan means the packaged service plan(s) and the relating functionality and services, as

detailed on the Colossyan website, for the Services.

q. Software means the source code, object code or underlying structure, ideas, know-how or

algorithms relevant to the Services or any software, documentation or data related to the

Services.r. Subscription Term means the period of effectiveness of this Agreement, which begins on the date

Customer accepts the terms of this Agreement and continues until Customer's subscription expires

or its use of the Services ceases, whichever is later.

s. Suggestion means any feedback, ideas, comments, enhancement requests, recommendations or

suggestions.

t. User means an individual who is authorized by Customer to use a Service, for whom Customer has

purchased a subscription and has registered an account for the Services.