Terms & conditions

Preamble

Oxolo GmbH, Bleichenbrücke 10, 20354 Hamburg ("Oxolo" or "we") develops and operates a web application called Vime ("Service", “Website”, “Vime”) for generating and translating videos. The User of the Service ("User" or "you") may generate a video based on the information of the Users business or upload an existing video to translate it.

1. Subject matter of the agreement, validity and scope

1.1 Oxolo provides the Website and the functions and services contained in and/or related to the Website ("Website Services") to the User solely for entertainment and marketing purposes.

1.2 Oxolo provides the Website and Website Services to the user solely on the basis of these General Terms and Conditions ("GTC"). The GTC are part of the agreement for the use of the App ("Agreement"). 

1.3 These GTC in their respective current version shall also apply to all future contracts between the parties in connection with the Website and the Website Services, even if they are not expressly agreed upon again.

1.4 Oxolo expressly rejects any general terms and conditions of the User. Deviating general terms and conditions of the User shall only become part of the Agreement if Oxolo expressly agrees in writing.

1.5 If Oxolo provides special terms and conditions for certain specific services or features (“Special Terms”), the aforementioned paragraphs apply accordingly. In the event of a conflict between the Special Terms and the GTC, the Special Terms shall prevail as more specific provisions.

1.6 These GTC do not apply to contractual relationships of the User with third parties.

2. Scope

2.1 Oxolo provides the Website in its latest version. Certain Website Services are only available to the User against payment of a fee. The use of the website serves the sole purpose of entertaining the User and for marketing purposes.

2.2 The current descriptions and the scope of functions of the Website, the technical requirements for using the Website and the applicable prices of chargeable Website Services can be found on the Website under “Pricing”. Other undertakings, service commitments or collateral agreements are only valid if they are confirmed in writing by Oxolo. 

2.3 Oxolo guarantees an average annual availability of its Website or Website Services of 97 %. This shall not include downtimes during which the server of the Website cannot be ac- cessed due to technical or other circumstances beyond the control of Oxolo (for in- stance force majeure, third party fault, etc.). Also excluded are periods in which regular maintenance work is carried out. Oxolo may also limit access to the Website and the Website Services inasmuch as such limitation is required for the purposes of ensuring the reliability of network operations, the maintenance of network integrity, in particular, the prevention of serious disruptions of the network, the software, or stored data. Such periods shall also not be taken into account when calculating accessibility. The liability of Oxolo for the non-accessibility of the server remains unaffected in case of wrongful intent and gross negligence. The Website and the Website Services might not be accessible in all countries worldwide for legal or licensing reasons.

2.4 Oxolo is entitled to expand or modify the scope of the Website at any time, to adapt it to technical progress and/or improve it. Such modifications will not lead to additional costs for the User. Oxolo is also entitled to take additional security measures or make any similar modifications at any time. In such cases, Oxolo will inform the User, about such adaptations and modifications and any minimum technical requirements which may have been changed. For amendments to the agreements concluded with the User, including amendments to these GTC, Section 14 of the GTC shall apply.

3. Your Content

3.1 The User grants Oxolo the simple, global, unlimited in time and space and irrevocable right to exploit and use the content it has contributed or uploaded in connection with the operation of the App and/or the App Services, such as for the further development of the algorithms used and/or to be used in the future within the framework of the App, free of charge. With regard to the content contributed or uploaded, Oxolo is in particular granted the right to reproduce, distribute, edit, in particular, translate and/or set to sound, redesign, combine with other content and/or use parts of the content, enter the content into databases, perform, list, make publicly available, broadcast and otherwise publicly re-produce the content. Furthermore, the User grants Oxolo the right to allow any third party to view or download the content to their end devices and use it there as intended, and to grant the third party the necessary licenses for this purpose.

3.2 The aforementioned granting of rights according to Section 6.1 shall in each case be effected by uploading or introducing the content into the App by the User, i.e. by entering and sending the content

3.3 The User represents and warrants to Oxolo that the User is the sole owner of all rights to the content that it has contributed or uploaded, or is otherwise authorized to do so. The User also warrants to Oxolo that it is authorized and able to grant licenses to Oxolo to the extent specified above.

You are solely responsible for securing and backing up Your Content

4. Users authorised to participate

The Service is intended only for access and use by individuals at least eighteen (18) years old. 

By accessing or using the Service, You warrant and represent that You are at least eighteen (18) years of age and with the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of these Terms. 

If You are not at least eighteen (18) years old, You are prohibited from both the access and usage of the Service and should immediately stop using the Service.

5. Prohibited Uses - Acceptable Use Policy

The avatars that are already available in the Service (Stock Avatars) are made based on and bear a life-like resemblance to real people. For this reason, in order to comply with the licensing terms with the actors and to protect the rights and reputation of the actors, additional restrictions apply. In addition to general restrictions, You agree not to use any Stock Avatars(without Oxolo's explicit written consent):

5.1. In Content for TV broadcasting.

5.2. In Content used as or part of non-fungible tokens (NFTs) or similar.

5.3. To transmit, or procure the sending of, any "junk mail", “chain letter”, “spam”, or any other similar solicitation.

5.4. To portray Stock Avatar in Content in a way that a person would reasonably find offensive, including, but not limited to portraying Stock Avatar as suffering from or medicating for any medical condition, including addiction.

5.5. To portray Stock Avatar in Content alongside or in connection with regulated or not age-appropriate goods or services including, but not limited to alcohol, tobacco, nicotine (including vaping products), psychoactive substances, firearms, gambling, preservatives, sex toys, escort services, dating services, adult entertainment venues and similar.

5.6. In Content in which Stock Avatar is making any kind of statement of opinion, including expressing any personal preferences or experiences as if they are Stock Avatar’s preferences or experiences.

5.7. In Content in which Stock Avatar is making any kind of statement of fact regarding religion, politics, race, gender, sexuality, or other similar topics that are known to be sensitive to certain demographics.

5.8. To create trademarks, design-marks, service-marks, or other similar protected or registrable rights.

Oxolo may, but is not obliged to, monitor Your Content for breach of the Acceptable Use Policy. If Your Content is automatically flagged for a possible violation of the Acceptable Use Policy, such request for content creation may undergo a manual review or become automatically rejected. Oxolo can at its full discretion decide if Your Content violates this Acceptable Use Policy and reject Your Content creation request. If any of Your Content is deemed in violation of this Acceptable Use Policy after its creation, You must immediately delete, stop distributing and recall the violating Content both online and offline. We may immediately discontinue Your access to the Service in the event of flagrant or repeated breach of the Acceptable Use Policy.

6. Purchases

If You wish to purchase any product or service made available through the Service (“Purchase”), You may be asked to supply certain information relevant to Your Purchase including, without limitation, Your credit card number, the expiration date of Your credit card, Your billing address, and Your shipping information.

You represent and warrant that: (i) You have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and (ii) the information You supply to us is true, correct, and complete.

We may employ the use of third-party services for the purpose of facilitating payment and the completion of Purchases. By submitting Your payment information, You understand that we may share that information with these third parties subject to our Privacy Policy.

Your Purchase is not confirmed until You receive a confirmation email from us. In particular, we reserve the right to reject Your Purchase due to product or service unavailability, or if fraud or an unauthorized or illegal transaction is suspected.

All prices shown on the Service are as a standard denominated in EUR. We may determine to show the prices in the currency that Oxolo determines to be your local currency. All prices shown to Consumers include applicable sales taxes at the rate that is in force from time to time.

7. Refund

If you make any Purchase on the Service as a Consumer, you have the right to request a refund of the applicable Purchase price without providing a reason at any time within fifteen (15) days of the original date of purchase. As your Purchase can be used by you immediately, we reserve the right to only issue a pro-rated refund which reflects the amount of time you have enjoyed the Purchase before claiming a refund.

To request a refund (or partial refund), please contact us by using the contact details at the bottom of these Terms. We will issue any refund as soon as possible to the payment method used for the original purchase.

8. Modifications to the Service and Prices

Prices for our products are subject to change without notice. All paid users will be notified fourteen (14) days in advance if any price changes directly affect their usage on the platform.

We shall not be liable to you or to any third party for any modification, price change, suspension, or discontinuance of the Service.

9. Industrial Property Rights, Copyright and Licence

9.1 Oxolo grants the User a non-exclusive, revocable, non-transferable right, limited to the duration of the Agreement, to use the Website only within the scope of the contractual provisions and only for the agreed purpose. Purpose of use is solely the use of the App for non-commercial, i.e. the User's own private purposes of entertainment. Unless otherwise agreed, the User is not authorized to grant sublicenses. To the extent that the license is not free of charge according to the aforementioned license which is subject to the condition precedent of full payment of the fee.

9.2 A transfer of the above rights to third parties is not permitted, unless otherwise expressly agreed.

9.3 Any form of decompilation, reverse engineering or other measures to decompose the App or other Oxolo software into individual parts or components is prohibited. The rights according to sections 69d, 69e German Copyright Law (Urhebergesetz) remain unaffected.

9.4 In particular is the User prohibited from adding elements to the Website or changing, deleting, or otherwise modifying elements of the Website such as interfaces to third-party software, unless there is an express written agreement with Oxolo or the express written consent of Oxolo. 

9.5 All rights, in particular copyrights and other industrial property rights, to the Website and all of its content, remain with Oxolo and/or the respective Licensor and/or Rights Holder.

9.6 If Oxolo provides new versions, updates, upgrades or other new deliveries with regard to the Website and the related documentation during the term, the above rights and limitations shall also apply to these.

10.  Confidential Information

“Confidential Information” means the specific terms and conditions of the Agreements and any non-public technical or business information of a party, including without limitation any information relating to a party’s techniques, algorithms, know-how, current and future products and services, research, engineering, designs, financial information, procurement requirements, manufacturing, customer lists, business forecasts, marketing plans and any other information which is disclosed to the other party in any form and (i) which is marked or identified as confidential or proprietary at the time of disclosure, or (ii) that the receiving party knows or should reasonably know to be the confidential or proprietary information of the disclosing party given the nature of such information and the circumstances of its disclosure.

Both Oxolo and Business Customer will only use the other’s Confidential Information as necessary to perform under the Agreements, and must not use or disclose, either during or after the termination of its relationship, such information.  Both Oxolo a and Business Customer will only disclose the other party’s Confidential Information to persons or entities who need to know the information to perform under the Agreements. These obligations will remain in full force and effect in perpetuity.

Nothing in the Agreements shall prohibit either Oxolo or Business Customer from disclosing Confidential Information of the other party if legally required to do so by judicial or governmental order (“Required Disclosure”); provided that the disclosing party shall: (i) give the other party prompt written notice of such Required Disclosure prior to disclosure; (ii) cooperate with the other party in the event the party elects to oppose such disclosure or seek a protective order with respect thereto, and/or (iii) only disclose the portion of Confidential Information specifically requested by the Required Disclosure.

11. Links to Other Websites

Our Service may contain links to third-party websites or services that are not owned or controlled by Oxolo.

Oxolo has no control over, and assumes no responsibility for, the content, privacy policies or practices of any third-party websites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

You acknowledge and agree that Oxolo shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third-party web sites or services.

We strongly advise You to read the terms of service and privacy policies of any third-party websites or services that You visit.

12. Analytics

We may use third-party service providers to monitor and analyze the use of our Service.

For additional information on how such third-party service providers may access Your personal data, please refer to our Privacy Policy.

13. Limitation of liability

13.1 If Oxolo provides the services against payment, Oxolo shall only be liable in the case of slight negligence for the breach of an essential contractual obligation. These are obligations whose fulfillment makes the proper execution of the Agreement possible at all and on whose compliance the User regularly relies and may rely on. In such cases, Oxolo shall only be liable for such damages which were typical and foreseeable at the time of the conclusion of the Agreement and after the regular performance of the Agreement. For all other damages, liability for slight negligence is excluded.

13.2 Insofar as Oxolo renders services free of charge, Oxolo shall not be liable in the event of slight negligence.

13.3 The above limitations of liability also apply with regard to the liability of Oxolo's employees, workers, staff, representatives and vicarious agents, in particular in favor of the shareholders, staff, representatives, bodies and their members with regard to their personal liability.

13.4 The above limitations of liability do not apply to damages resulting from injury to life, body or health, in cases of intent or gross negligence on the part of Oxolo or its vicarious agents and representatives, in cases where a guarantee has been given or in cases of liability under the German Product Liability Act (Produkthaftungsgesetz). They have no effect on the legal burden of proof.

14. Term and termination of the Agreement

We may terminate or suspend Your account and/or prevent Your access to the Service immediately, without prior notice in the event You are in breach of these Terms.

You are free to stop using the Service at any time. If You wish to terminate your account, please contact us. Termination of Your account will take effect at the end of the then-current Billing Cycle and will not give rise to any refund of Your Purchase, unless as described under “7. Refund”.

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

14.1 The right of the parties to extraordinary termination for good cause at any time remains unaffected by the above provisions. In particular, Oxolo is entitled to extraordinary termination for good cause if

a) the User culpably violates laws or these GTC and, despite a warning, repeatedly behaves in the same or a similar manner in violation of the rules;

b) the User defaults on payment of the fees with an amount of at least EUR 4.99;

14. 2 In case of serious violations immediate termination without prior warning notice is permissible. A serious violation is a violation where Oxolo cannot be required to further adhere to the Agreement. This is, in general, the case if the User

a) violates criminal laws;

b) uses the user account in an unlawful manner,

c) provides incorrect data during registration or payment;

d) in accordance with Section 5., violates the prohibition to create, transmit, distribute or publish any content in communication and interaction with the Avatar or in connection with the Avatar that violates criminal laws, is degrading, racist, vulgar, offensive, defamatory, glorifying violence, endangering minors, or that is in any other way capable of violating human dignity; contains statements and/or recordings of the Avatar (e.g. excerpts from recordings of videos or conversations) which are recognizably false, which the simulated person or character would obviously not do in public, or which contain the aforementioned content; damages the reputation or public image of the simulated person, character or Oxolo; may serve to violate copyrights, patents, trademarks or other property rights, the privilege as to one's own image and other personal rights, or other rights of third parties,

14. 3 Oxolo is entitled to a special right of termination for individual Subscription Agreements in the event that Oxolo loses the right to display the respective Avatar, e.g. due to the termination of the underlying license agreement concluded between Oxolo and the respective Right Holder. Oxolo may in such case give extraordinary notice of termination of the affected Subscription Agreements at the time of the expiration of the authorization. The User will be reimbursed pro-rata for any fees paid. Any other termination right shall remain unaffected.

15. Changes To Service

We reserve the right to withdraw or amend our Service, and any service or material we provide via the Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of Service, or the entire Service, to users, including registered users.

16. Amendment of the Agreement

16.1 Oxolo may amend or supplement these GTC at any time with effect for the future, to the extent that an amendment may be necessary to adapt to a changed legal situation and does not adversely affect the User contrary to good faith. In particular. 

16.2 Oxolo will inform the User of these revised terms and conditions in text form at least six weeks before the amendments or supplements to these GTC come into effect and give the User the opportunity to object to the amendment or supplement within a period of six weeks from receipt of this notification.

16.3 In the event of a timely objection, the present terms and conditions shall continue to apply. If the User does not object to the change or amendment within the objection period or continues to use the services and the platform without objection thereafter, the changes shall be deemed to have been accepted and shall become an integral part of the Agreement.

16.4 Oxolo will specifically point out to the User in the notification of the GTC amendments the possibility of an objection, the time period and the legal consequences, especially with regard to a failure to object.

17. Final provisions

17.1 The contractual relationship between the User and Oxolo are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods and international conflict of laws rules.

17.2 The European Commission provides a platform for out-of-court online dispute resolution (OS Platform), which can be retrieved at https://ec.europa.eu/odr. Oxolo is neither prepared nor obliged to participate in any dispute resolution proceedings (including online dispute resolution and alternative dispute resolution) before a consumer arbitration board.

17.3 Should one or more provisions of these GTC be invalid, the validity of the remaining provisions shall remain unaffected. In the event of invalidity, the invalid provision shall be replaced by the statutory provision.

18. Acknowledgement

BY USING THE SERVICE OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY THEM.

19. Contact Us

The Service is operated by Oxolo GmbH. Our registered address is Bleichenbrücke 10, 20354 Hamburg, Germany.