Last updated: 19 December 2024

To use the Instant Avatar feature, you can just scroll down this page to read our feature-specific terms for Instant Avatars.

We have updated Colossyan’s Terms of Service. If you are a new subscriber, these Terms of Service are effective on 19^th December 2024. If you are an existing subscriber, Colossyan is providing you with prior notice of these changes which will be effective as of 26^th December 2024. For the previous version of Colossyan’s Terms of Service, please see here
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Colossyan is cloud-based synthetic video generation platform, enabling instant translation of videos to multiple languages and the generation of targeted videos at scale. The Colossyan services are provided by Colossyan Inc. (address: 1209 Orange Street, Wilmington, DE 19801, US) ("Colossyan", "Us", “we” or “our”).

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These terms of service (this "Agreement") apply to your use of and subscription to the Colossyan products and services, including applications, websites and relating Software (the "Services"). This Agreement is entered into by and between Us and the entity or person placing an order for the Services via the Colossyan website or accessing the Services (referred to as "Customer", “you” or "your").

If you are agreeing to this Agreement not as an individual but on behalf of your company or organization: (i) this Agreement will bind your organization as a legal entity (unless your company or organization has a separate agreement in effect with us); (ii) references in this Agreement to “you” shall be construed as references to your company or organization as applicable (save in respect of this paragraph); and (iii) you represent and warrant that you have the necessary authority to enter into this Agreement for and on behalf of your company or organization before proceeding.

By accessing 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.
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Please read this document carefully. If you sign up for, access or use our Services, you shall be deemed to have agreed to the terms of this Agreement. Please do not use the Services if you are under 18 years of age or barred from doing so under applicable law (and, if you are a company or organization, please ensure that none of your Users are under 18 years of age or barred from using the Service under applicable law).

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1.             Services
1.1.           Scope: This Agreement governs your access and subscription to the Services. You may access and use the Services in accordance with this Agreement, the Acceptable Use Policy, and the Privacy Policy. Certain services or functionalities (including Instant Avatar Feature) may be subject to additional terms specific to the relevant service or functionality as specified in the Feature-Specific Terms which you must also agree to in order to use these additional services or functionalities. 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.
1.3.           Operating requirements: The Services operating requirements can be found on the Help page.
1.4 API Access: If your Service Plan includes Colossyan API access then your use of the Colossyan API is subject to the additional terms found here.

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2.             Use of the Services
2.1.           Access Rights: In consideration of you agreeing to abide by the terms of this Agreement, Colossyan grants you a limited, non-exclusive, non-transferable and revokable right to use the Services 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 (and/or your Users) must be at least 18-years-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. Both business Users and consumer Users may use the Service and the terms set out in the Agreement apply to both consumer and business Users unless set out otherwise.
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.

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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. We take payment when your order is accepted and this payment is for the upcoming billing period (e.g. you pay in advance for each month or year of the Service depending on what Service Plan you selected). 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. Instructions for cancelling your account can be found on the Colossyan Help page.
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.

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4.             Changes of fees and Services:
4.1.           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.
If you are a business User or a consumer User that lives outside of the EU or UK:
4.2.           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.
If you are a consumer User that lives in the EU or UK:
4.3.           Colossyan may make changes to the Services: (i) to reflect changes in relevant laws and regulatory requirements; and/or (ii) to make minor technical adjustments and improvements, for example to address a security threat (however, these changes won’t affect your use of the Services).
4.4.           Colossyan may also make material changes to the Services, including changing pricing, but if we do, we will notify you and you can cancel your Service Plan and exit this Agreement before the changes take effect.
‍Applicable to all Customers:
4.5.           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 which will be made available to the Customer during the registration process 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.

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5.             Creating Videos
5.1.           Customer Created Content: Subject to the terms of this Agreement, you may create Customer Created Content via the Service incorporating Customer Material, Licensed Material, and any other content or material available on the Service. Use of Customer Created Content is subject to the terms of this Agreement.
5.2.           Ownership of Customer Materials: The Services may enable you to submit and upload certain Customer Materials to the Services, such as backgrounds, pictures, audio files, video files, recordings, data and certain text. You retain all right, title and interest in and to the Customer Materials that you upload to the Services and you warrant that you have all necessary rights, licences and consents to upload any such Customer Materials to the Services. You hereby grant us a worldwide, royalty-free, fully paid-up, and sublicensable license to display, host, copy, process, analyse,  edit, modify, reproduce and create derivative works of (in any form) Customer Material to the extent necessary to provide and maintain the Services, including (but not limited to) using Customer Materials: (i) to create Instant Avatars in accordance with the Instant Avatar Terms set out below (where applicable); (ii) for internal research and analysis purposes; (iii) to improve the Services and relating technologies; (iv) to develop new services and products; and/ or (v) with certain third-party software tools to tailor and enhance our marketing outreach to you.
5.3.           Warranty: You represent and warrant (meaning you legally promise) 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 and (2) the Customer Material and any other intellectual property rights you provide to Colossyan to provide Services in relation to does not and will not infringe the rights of any third party including as a result of Colossyan performing the Services.
5.4.           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 following license agreements in lieu of this Agreement: (i) for Icons8: https://intercom.help/icons8-7fb7577e8170/en/articles/5534926-universal-multimedia-license-agreement-for-icons8; and (ii) for Pexels: https://www.pexels.com/license/ .
5.5.           Customer Created Content: Subject to the full payment of fees and compliance with the requirements of the Acceptable Use Policy, upon creation of a piece of Customer Created Content in the Services, Colossyan grants Customer a perpetual, limited, revocable, non-exclusive, worldwide, royalty-free license to use Colossyan Material in the Customer Created Content created by Customer through Customer’s use of the Services in accordance with this Agreement. If any of the provisions of this Agreement, including clause 6 (Acceptable Use), is violated the license provided in relation to the relevant Colossyan Materials in the Customer Created Content may be revoked. For the avoidance of doubt the license does not permit Customer or its Users to download or use any piece of Colossyan Material in its original, unaltered form or as a standalone piece of content not incorporated into Customer Created Content.
5.6.           Sharing Customer Created Content: When using the Service, you may share or publish Customer Created Content via a third-party service or create public links to them. You understand that it is solely your choice to share the Customer Created Content and that Colossyan has no responsibility or liability to you in relation to any such public sharing of Customer Created Content and/or for Customer’s and/or any Users’ actions.

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6.             Acceptable Use
6.1.           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.
6.2.           Actors: The Service provides you with an option to use Avatars for the purposes of Customer Created Content. 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 as set out in 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.
6.3.           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.

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7.             Restrictions and responsibilities
7.1.           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 Content from the Services was human-generated when it is not; (vi) access the Services in order to build a product or service which competes with the Service; (vii) use the Services to provide services to third parties, unless agreed with us expressly in writing; (viii) introduce or permit the introduction of, any virus or vulnerability into the Services or upload or transmit any software or data containing any virus, malware, trojan, spyware or other software or program code that is malicious in nature; (ix) 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;
7.2.           Prohibitions on misuse: In addition you agree that you will not (i) systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us; (ii) use any unauthorized means to modify, reroute, or gain access to the Services; (iii) try to access the Services with unauthorized software; (iv) damage, disable, overburden or impair the Services or any network connected to the Services; (v) probe, scan or test the vulnerability of any system or network (Colossyan may, in its sole discretion, make exceptions to this duty and allow hacking activities against and limited to its non-production infrastructure; (vi) participate in any activity which interferes or may interfere with the efficiency of the Services; (vii); use the Services, directly or indirectly, to offer any service that competes with the Services; (viii) make any unauthorized use of the Services, including collecting usernames and/or email addresses of users for the purpose of transmitting junk mail, spam, phishing mails, unsolicited promotions, or creating user accounts by automated means or under false pretenses.
7.3.           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/or any User's use of the Services. Customer maintains all responsibility for determining whether the Services are accurate or sufficient for its purposes.
7.4.           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 will defend, 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.
7.5.           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.

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8.             Intellectual Property
8.1.           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.
8.2.           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.
8.3.           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.
8.4.           Performance Data: Colossyan has the right to collect, analyse and use performance and usage data and information related to Customer’s use of the Services (“Performance Data”) for analysis, benchmarking and to improve the Services, without any obligation to Customer. Colossyan shall own all rights to the Performance Data derived from Customer’s use of the Services.

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9.             Data processing
9.1.           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 acknowledge. Customer will make its Users familiar with the Privacy Policy.
9.2.           Customer Data: If Customer uploads to the Services Customer Data which includes Personal 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.

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10.          Third-party services
10.1.        Sub-contractors: You agree that in providing the Services, Colossyan will engage certain third parties, including sub-processors.
10.2.        Third-party services: The Service may contain features and functionalities linking to or providing certain functionality and access to third party websites and services that are controlled and maintained by third parties. 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, you do so at your own risk and your access and use of such services shall be governed solely by the terms and conditions of such services. Any such terms and conditions are between the Customer and the relevant third party, and not Colossyan. Colossyan recommends that the Customer refers to the third party's terms and conditions and privacy policy prior to using the relevant third-party features and functionalities. Colossyan does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services.
10.3.        Third-party software: The Services incorporate certain functionalities provided by third-party service providers (“Third Party Software”), including but not limited to the voice synthesisation functionality of the Instant Avatar Feature and the AI Script Assistant and Image Generation services.  While Colossyan facilitates access to this functionality as part of the Services, Colossyan does not have control over the performance, availability, or accuracy of such Third Party Software. You acknowledge and agree that:

- Colossyan relies on third party software providers to provide such Third Party Software and related functionalities, and Colossyan makes no warranties, guarantees, or representations regarding the operation, quality, or availability of such Third Party Software;

- any technical issues, interruptions, or defects in the Third Party Software are outside Colossyan’s control, and Colossyan shall not be held liable for any loss, damage, or issues arising from the use of the Third Party Software; and

- Colossyan reserves the right to change, replace, or discontinue the use of any such Third Party Software integrated into the Services at any time, with or without notice.

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11.          Warranty
11.1.        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.
If you are a business User or a consumer User that lives outside of the EU or UK:
11.2.        WHERE PERMITTED BY APPLICABLE LAW, 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 REPRESENTATIONS, CONDITIONS AND WARRANTIES, EXPRESS OR IMPLIED (BY STATUTE OR COMMON LAW), INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

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12.           Limitation of liability
If you are a business User or a consumer User that lives outside of the EU or UK:
12.1.         COLOSSYAN AND ITS AFFILIATES, RESELLERS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS SHALL IN NO EVENT BE LIABLE FOR: (I) ANY LOST PROFITS, REVENUES, WASTED EXPENDITURE OR BUSINESS OPPORTUNITIES; (II) LOSS OF USE, LOSS OR CORRUPTION OF DATA, LOSS OF CONFIDENTIAL OR OTHER INFORMATION: (III) BUSINESS INTERRUPTION; (IV) DEPLETION OF GOODWILL AND/OR SIMILAR LOSS; AND (V) ANY 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.
12.2.        Subject to clause 12.1 and 12.3, the total aggregate liability of Colossyan for all claims (irrespective of the legal basis) relating to (i) paid Services is limited to the amounts paid by Customer to Colossyan in the 6 months preceding the first event or occurrence giving rise to such liability; and (ii) Free Services is limited to USD 100.
12.3.         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.
12.4.        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.
12.5.        References to liability in this clause 12 include every kind of liability arising under or in connection with this Agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

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If you are a consumer that lives in the EU or UK:
12.6.        Colossyan does not compensate you for all losses caused by us or our Services.
12.7.        What we’re responsible for. We are responsible and liable to you for:
reasonably foreseeable losses you suffer because we breached this Agreement. ‘Foreseeable’ loss means that when you and we entered into this Agreement, it was obvious that the loss would happen or we both knew it might happen, and anything that can’t be limited or excluded by law, such as death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation.

12.8.        What we’re not responsible for. We are not responsible for any loss you suffer that:
- is any type of business loss (such as loss of profit, loss of business or opportunity or a business interruption);

- is outside of our control and delays us from fulfilling our obligations to you. We will contact you as soon as possible to let you know and do what we can to reduce the delay; or

-could have been avoided if you had taken reasonable action.

13.          Force Majeure:
If you are a business User or a User that lives outside of the EU or UK:
13.1.        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).
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14.          Term and termination
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Term for Free Services:
14.1.  By accessing to and using the Services you agree to be bound by this Agreement and this Agreement comes into force as soon as you access or use the Services. The Agreement continues in full force and effect for such period that you access or use the Services. We or Customer may terminate a Free Service immediately without cause at any time.
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Term for paid Services:
14.2.This Agreement enters into effect on the day when you accept this Agreement and continues until terminated either by Customer or Colossyan.
14.3. Renewal: Customer acknowledges and agrees that Customer's subscription will automatically be renewed on a monthly or annual basis (depending on the Service Plan Customer selected), for the same subscription period, unless Customer indicates otherwise before the renewal date by cancelling their subscription (see Help page for how to cancel your subscription).
14.4.        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 are instructions available for how to cancel on the Help page.  Subject to the Return Policy, there is no refund for any pre-paid Service.
14.5.        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 or if there is a real risk of loss or harm to Colossyan or a User if this Agreement were to continue, for example if we reasonably suspect fraud.

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In respect of termination of the Services in all cases:
14.6.        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.
14.7.        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.

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15.          U.S. Government Rights
15.1.        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.

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16.          Miscellaneous
16.1.        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.
16.2.        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.
16.3.        Severability: 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.
16.4.         Entire agreement: This is the entire contract between the parties regarding the Service. It supersedes and extinguishes any prior contract or oral or written statements regarding your use of the Service. Customer acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. If you are a consumer that lives in the EU or UK, this clause 16.4 does not apply to you.
16.5.        Assignment: The Customer shall not, without the prior written consent of Colossyan, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement. If you are a business User or a User that lives outside of the EU or UK, Colossyan may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement. If you are a consumer that lives in the EU or UK, we can transfer this agreement so that a different organisation is responsible for supply the Services to you. We will notify you if this happens and ensure that the transfer will not affect your rights under the Agreement.
16.6.        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.
16.7.        No waiver: A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
16.8.        Third party rights: This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

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17.          Governing law and jurisdiction, disputes:

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If you are a business User or a User that lives outside of the EU or UK:
17.1.        This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) 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. 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.
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If you are a consumer that lives in the EU or UK:
17.2.        If you are unhappy with the Services, you can let us know [by contacting us at support@colossyan.com and we will try to resolve your concern as quickly as we can.
17.3.        If Colossyan is unable to resolve the issue or you are unhappy with the outcome, you can request to use alternative dispute resolution (ADR). ADR is a process for resolving disputes between you and us that does not involve going to court. We will provide you with the name and website address of an ADR provider that can deal with your issue. Please be aware that we are not required to participate in ADR if you ask for a dispute to be settled by that process, and will decide whether or not we will participate
17.4.        This Agreement is governed by the laws of the State of Delaware but we will not deprive you of any protection you have under the law of the country where you live. Wherever you live, you can bring claims against us in the courts of the State of Delaware and you can also bring claims against us in the courts of the country you live in. We can also claim against you in the courts of the country you live in.

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18.          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

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19.          GLOSSARY
19.1.        In addition to terms defined elsewhere in this Agreement, the following definitions apply throughout this Agreement, unless the contrary intention appears:
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.
Agreement means the terms of this document.
Avatar means a synthetic avatar as presenter in Customer Created Content based on real-life persons.
Customer Data means electronic data and information submitted by or for Customer and its Users to the Services as part of Customer Material.
Colossyan Material means materials and content made available in the Service, including Avatars, voices and templates.
Content means Customer Materials and Customer Created Content
Custom Created Avatar means a synthetic avatar based on the visual representation and/or voice of a real-life person selected by the Customer, including Instant Avatars.
Customer Created Content means any images, audio, or video output created or generated by Customer or a User through the Services.
Customer Material means any data (including Customer 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 Services by Customer or its Users in the course of using the Service, including but not limited to Recordings (and the personal information (e.g. image, voice, likeness) contained therein) to create Custom Created Avatars.
Free Service means any free trial, promotional offer, or other type of limited offer for use of the Services.
Intellectual Property Rights mean patents, inventions, copyrights, trademarks, domain names, databases trade secrets, know-how and any other intellectual property and/or proprietary rights.
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.
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).
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.
Services mean the Colossyan products and services, including applications, websites and relating Software.
Service Plan means the packaged service plan(s) and the relating functionality and services, as detailed on the Colossyan website, for the Services.
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.
Subscription Term means the period of a subscription a User signs up to under  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.
Suggestion means any feedback, ideas, comments, enhancement requests, recommendations or suggestions.
User means an individual who is authorized by Customer to use the Services, for whom Customer has purchased a subscription and has registered an account for the Services. A User may either be you (where you, as the Customer, are an individual) or an individual within your company or organization authorised to use the Services (where you, as the Customer, are a company or organization). Users who access the Services in capacity as individual consumers will be referred to as “consumer Users”, whilst Users who access the Services by way of a corporate subscription shall be referred to as “business Users”.

COPYRIGHT NOTICE

We respect the intellectual property rights of others, and we require the same from our Users. We will respond to notices of alleged copyright infringement if they comply with the applicable law and are properly provided to us. We will take whatever action we deem to be appropriate, in our sole discretion, such as deleting content alleged to be infringing and to suspend or terminate the relevant accounts.

If you own a copyright or have authority to act on behalf of a copyright owner and want to report a claim that a third party is infringing that material on or through the Service, please send a notice to our copyright agent:

-       Copyright Infringement Agent :Colossyan Inc. address: 1209 Orange Street,Wilmington, DE 19801, US. email: legal@colossyan.com

 Please make sure that the notice includes the following information:

-        Identification of the copyrighted work that you claim to be infringed.

-       Identification of the material or link allegedly hosting the infringingcontent

-       The copyright owner's contact information(including mailing address, telephone number, and email address)

-        A statement declaring that "I hereby state that I have a good faith belief that the use of the Protected Content is not authorized by the copyright owner, its agent, or the law, I hereby state that the information in this notice is accurate and I hereby state, that I am the owner or am authorized to act on behalf of the owner of the copyright that is allegedly infringed";

-       The full name and electronic or physical signature of the copyright owner or the copyright owner's agent.