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These Terms of Service do not apply to customers who purchase a "Colossyan Enterprise" subscription. If you have purchased a "Colossyan Enterprise" subscription then our Enterprise Terms apply. For all other subscriptions and for use of our free or trial services, these Terms of Service shall apply.
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 19th December 2024. If you are an existing subscriber, Colossyan is providing you with prior notice of these changes which will be effective as of 26th December 2024. For the previous version of Colossyan’s Terms of Service, please see here
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”).
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.
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).
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.
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. 'Unlimited' plans are subject to (i) a maximum of four hours of video generation per day; and (ii) fair use guidelines, including those in Section 6 and 7 of these Terms. Colossyan reserves the right to shut down accounts or introduce account restrictions if usage patterns significantly exceed typical user behaviour, including but not limited to unusually high-volume requests within short time periods, automated bulk generation, or usage that impacts system performance for other users.
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.
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.
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.
4.6 Any features identified as “alpha”, “beta”, “pre-release” or similar wording (“Beta Features”) are considered Free Services. You understand and acknowledge that the Beta Features are still subject to testing and evaluating. You understand and acknowledge that (i) you choose to use Beta Features at your sole discretion and AT YOUR OWN RISK; (ii) Beta Features have not been developed to meet your specific requirements and so we cannot promise that it will be fit or suitable for your specific purposes or that it will be compatible with all or any hardware or software which you may use; (iii) Colossyan does not guarantee that the Beta Features will be uninterrupted or error free, or free from security vulnerabilities; (iv) the Beta Features may not be supported and may be changed at any time without notice; and (v) Beta Features may not be as reliable or available as other Colossyan Services.
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 form of a generated video) in the Services, Colossyan grants Customer a perpetual, limited, revocable, non-exclusive, worldwide, royalty-free license to use Colossyan Material in that generated video 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 generated video 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.
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.
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.
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.
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.
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.
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.
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.
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).
14. Term and termination
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.
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.
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.
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.
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.
17. Governing law and jurisdiction, disputes:
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.
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.
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: for queries about the services: support@colossyan.com
for queries about these terms: legal@colossyan.com
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.
In case, you purchased a paid Service Plan, you can claim a full refund if the following conditions are met:
a) Your refund claim is sent to us within 14 days from your purchase,
b) You have generated less than 10 minutes of Customer Created Videos, and
c) You are not subscribed to an Enterprise Plan.
If your refund claim is sent after the 14th day from the start of your subscription and you havegenerated less than 10 minutes of Customer Created Videos, then we may, in our solediscretion, provide you with a partial refund provided up until the time you tell us that you havechanged your mind.
We do not provide refunds or partial refunds for (i) Customers after the 14th day of the startdate of their subscription if they generated more than 10 minutes of Customer Created Videosfrom their first purchase and (ii) for Customers on an Enterprise Plan. In these cases, the serviceshould be continued until the end of the month/year depending on the period you have paidfor.
To request a refund (or partial refund), please contact us at support@colossyan.com or via chat.We will issue any refund as soon as possible to the payment method used for your originalpurchase. In the case of a refund, we may suspend your account with immediate effect.
If you are a consumer User that lives in the EU or UK:
You have a legal right to change your mind about your purchase of aService and receive a refund of what you paid for it. This is subject to some conditions, as set out below:
- the deadline for changing your mind: If you change your mind about a Service you must let us know no later than 14 days after the day we confirm we have accepted your order.
- You have to pay for Services you received before you change your mind: If you bought our Services (for example, a subscription) we don't refund you for the time you were receiving it before you told us you'd changed your mind.
- When and how we refund you: we refund you as soon as possible and within 14 days of you telling us you've changed your mind. We refund you by the method you used for payment. We don't charge a fee for the refund.
You also have rights if there is something wrong with our Service. If you think there is something wrong with our Service, you must contact us at support@colossyan.com. We honour our legal duty to provide you with Services that are as described to you and that meet all the requirements imposed by law.
Your use of the Instant Avatar Feature is subject to the Colossyan Terms of Service above (and we particularly draw your attention to the Limitation of Liability section) and the Acceptable Use Policy available here, and the following Instant Avatar feature specific terms ("Instant Avatar Terms").
You are currently accessing a free and voluntary demonstration of one of our Free Services (as defined in the Colossyan Terms of Service) called “Instant Avatars” (“Instant Avatar Feature”). The Instant Avatar Feature may form part of a paid-for service, but the Instant Avatar Feature itself is a Free Service.
By using the Instant Avatar Feature, you agree to be bound by these Instant AvatarTerms and the Terms of Service. The offering of the Instant Avatar Feature is conditional upon the acceptance of these Instant Avatar Terms and the Terms of Service.
The Colossyan Privacy Policy (available HERE) applies to information we process in relation to the Instant Avatar Feature.
These Colossyan Enterprise Customer Terms of Service apply to customers who purchase a "Colossyan Enterprise" subscription. For all other subscriptions and for use of our free or trial services, the Colossyan Terms of Service shall apply.
These Colossyan Enterprise Customer Terms of Service (“Terms”) govern the Customer’s access to and use of the Colossyan Services. These Terms and the Service Order Form (defined below) (together “the Agreement”) form a binding contract between the Customer and Colossyan. Customer and Colossyan are each referred to individually as a “party” or collectively as the “parties”. The parties hereby agree to the following:
BACKGROUND: CUSTOMER, AUTHORIZED REPRESENTATIVES AND SERVICE ORDER FORMS
In addition to the terms defined in Section 15 of these Terms, the following definitions and terms shall apply:
1.1 Services: Subject to the terms of this Agreement, Colossyan will (i) provide Customer the Services and (ii) at no additional charge, provide Colossyan’s applicable standard customer support for the Services to Customer (“Support Services”).
1.2 Changes in the Service: Colossyan may modify the features and functionality of the Services during the Subscription Term. If Colossyan changes the Services in a manner that, in Colossyan’s reasonable opinion, materially reduces functionality, Colossyan will notify Customer. Upon receipt of such notice Customer may terminate the relevant Service Order Form if such functionality is not materially restored within thirty (30) days’ from such notice and Customer will be provided with a pro-rata refund of any pre-payment for Services not yet received by Customer.
1.3 AI Features: Depending on the choice of Customer, if Customer uses the AI Features then Customer’s use of the AI Features is subject to Annex 1.
1.4 Conversational Avatars: Customer’s use of the Conversational Avatars Feature is subject to the additional terms in Annex 2.
1.5 Promotions and Beta Features: Colossyan may, in its sole discretion, offer free of charge promotions (including access to new features or additional user accounts) during the Subscription Term. Such promotions, including Beta Features, may be terminated, modified or suspended by Colossyan, in its sole discretion, at any time, with or without prior notice. Any features identified as “alpha”, “beta”, “pre-release” or similar wording (“Beta Features”): (a) are intended solely for evaluation purposes and not for production use; (b) are made available '“as is” without any warranties or contractual commitments of Colossyan that apply to the other Services under this Agreement (provided that all restrictions, Colossyan reservations of rights, and Customer obligations concerning the Services will apply equally to Customer's use of Beta Features); and (c) notwithstanding section 14.4 of this Agreement, may be offered subject to additional terms and disclaimers presented at the time of use, which shall prevail over any conflicting terms of this Agreement. Customer may choose to try Beta Features in its sole discretion and at its sole risk. Colossyan will have no liability for any harm or damage arising out of or in connection with Beta Features.
1.6 Colossyan API: If Customer uses the Colossyan API then Customer’s use of the API is subject to the terms of the API Agreement.
2.1 Access Rights: Colossyan grants to the Customer a non-exclusive and non-transferable right to use the Services in accordance with this Agreement and solely for Customer’s business purposes during the Subscription Term. Access to and use of the Services is restricted to the specified number of individual Users permitted under Customer's subscription and the Limitations set out in the Service Order Form. Colossyan will not be responsible for providing any of the Support Services during any period in which Customer exceeds the Limitation or the specified number of Users.
2.2 Restrictions: Restrictions on access to and use of the Colossyan Services apply as per the Acceptable Use Policy. Customer will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services. Customer must notify Colossyan if it becomes aware of any unauthorized access to or use of Customer’s account.
2.3 User Accounts and Equipment: To use the Services, Users must be at least 18 years old, register an account with Colossyan, and provide information which is true, complete and accurate upon registration. Customer shall be responsible for obtaining and maintaining all Equipment and for the security thereof, as well as Customer accounts, passwords and files. Customer is responsible and liable for (i) all acts and omissions of its Users as if they were its own; and (ii) all activities that occur under accounts. Customer must not share individual User account login credentials between multiple Users. All Users must log-in with an email domain that is the same as the Customer’s verified domain name. Email addresses from external or public domains (e.g., gmail.com, outlook.com) are not permitted.
3.1 Fees, currency: Customer will pay Colossyan the applicable fees described in the Service Order Form for the Services in accordance with this Agreement. Except as otherwise provided in this Agreement, payment obligations are non-cancellable, and fees paid are non-refundable.
3.2 Changes in fees: Fees are valid for the Initial Service Term. After the Initial Service Term, on the commencement of each annual period during the Subscription Term, Colossyan may increase the fees by the percentage change in the U.S Consumer Price Increase (CPI) over the preceding twelve (12) months, plus five percent (5%). If Customer believes that Colossyan has billed Customer incorrectly, Customer must contact Colossyan no later than 30 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Colossyan is not obligated under this Agreement to provide upgrades to the Services free of charge. Colossyan may, in its sole discretion, provide upgrades to the Services at an additional charge and such upgrades and charges will be agreed upon with Customer in advance in a Service Order Form.
3.3 Invoicing: Unless otherwise stated in the Service Order Form, Colossyan will invoice Customer upfront on the Effective Date and invoiced fees are due net 30 days from the invoice date. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer is responsible for all taxes associated with the Services other than U.S. taxes based on Colossyan’s net income. Unless stated otherwise on the Service Order Form, fees are payable by bank transfer to the account provided on the invoice. Payment by cheque is not accepted.
4.1 Customer Created Content: Subject to the terms of this Agreement, Customer and its Users may create Customer Created Content via the Services incorporating Customer Material, Colossyan Material and Customer Created Avatars. Use of Customer Created Content is subject to the terms of this Agreement.
4.2 Ownership of Customer Materials: The Services may enable Customer to submit and upload Customer Materials to the Services. As between Colossyan and Customer, Customer owns all right, title, and interest in and to Customer Materials. Customer hereby grants Colossyan a worldwide, royalty-free, fully paid-up, and sublicensable license to display, host, copy, use, process, edit, modify and reproduce (in any form) Customer Material for the purpose of providing and maintaining the Services to Customer. For the avoidance of doubt, other than as described in Section 7.2 of this Agreement, Colossyan will not use the Customer Materials to train any AI model or algorithm.
4.3 License to Colossyan Materials Subject to the full payment of fees and compliance with the requirements of Section 6 (Acceptable Use) of this Agreement, upon creation of a piece of Customer Created Content in the Services in the form of a generated video, Colossyan grants Customer a perpetual, limited, revocable (as described below in this Section 4.3), non-exclusive, worldwide, royalty-free license to use Colossyan Material in the Customer Created Content created by Customer. 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.
4.4 Sharing Customer Created Content: Customer and Users may share or publish Customer Created Content via a third-party service or create public links to it. Customer understands that it is solely Customer’s choice to share the Customer Created Content and that Colossyan has no responsibility in relation to such public sharing of Customer Created Content.
5.1 Compliance: Customer is solely responsible for compliance with laws and regulations applicable to Customer's and User's use of the Services. To the extent Customer is subject to the US Health Insurance Portability and Accountability Act of 1996, and its implementing regulations (HIPAA), Customer warrants that it will not use the Services to store or transmit any “protected health information” as defined by HIPAA.
5.2 Warranty: Customer represents and warrants that (1) Customer owns all rights, title, and interest in and to the Customer Material or Customer has otherwise obtained all necessary consents, licenses and waivers required to create, record, submit, publish, and use Customer Material in connection with the Services; (2) any personal data provided by Customer to Colossyan has been collected in compliance with applicable data protection laws and Customer is entitled to process and transfer to Colossyan for processing such personal data under data protection laws; and (3) the Customer Material and any other materials it provides to Colossyan does not and will not infringe the rights of any third party (including intellectual property rights and rights of privacy and publicity) including as a result of Colossyan performing the Services.
5.3 Indemnification: Customer is exclusively responsible for all Content (excluding the Colossyan Materials in the form made available in the Services). Customer will defend, indemnify and hold harmless Colossyan, including its employees, third party contractors, suppliers 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 (i) any violation by Customer or its Users of the Acceptable Use Policy or the warranties in Section 5.2 of this Agreement; (ii) any claim from an Individual regarding the use of their Recordings and their Custom Created Avatar in accordance with this Agreement or a person who is not an Individual regarding the creation of a Custom Created Avatar without their consent; (iii) third-party claims relating to Content, including claims of intellectual property infringement or misappropriation; or (iv) any gross negligence or wilful misconduct by or on behalf of Customer. The Customer’s indemnity in Section 5.3(iii) shall not apply if the claim arises solely from Colossyan Materials in their original unmodified form.
5.4 Export restrictions: The Services may be subject to export laws and regulations of the United States and other jurisdictions. Each party agrees to comply with all such laws and regulations in connection with the Services. The Customer represents that it is not named on any U.S. government or other applicable restricted-party list. Customer will not permit any of its Users to 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.
6.1 Acceptable Use Policy: Customer represents and warrants that at all times Customer and its Users will use the Services and the Content in compliance with the acceptable use policy available at https://www.colossyan.com/acceptable-use as it may be updated by Colossyan from time to time (“Acceptable Use Policy”).
6.2 Monitoring: Colossyan reserves the right to monitor and review Content to ascertain compliance with this Agreement and to investigate and take appropriate action against anyone who violates the Acceptable Use Policy, including removing the offending Content without prior notice, terminating or suspending Customer’s accounts or access to the Services and/or reporting such Content or activities to law enforcement authorities.
7.1 Custom Created Avatars: If specified on the Service Order Form, Customer may create Custom Created Avatars, either through the Instant Avatar Feature or an in-studio creation of a Custom Created Avatar.
7.2 Recordings: In addition to the license granted in Section 4.2, Colossyan may use the Recordings to train the AI model that is used to create and operate Customer’s Custom Created Avatar. Such model will not be used by Colossyan for any other purpose).
7.3 Individual: For the avoidance of doubt, it is Customer’s sole responsibility to collect all necessary consents, authorisations, licenses and waivers from the Individual and to comply with any relevant restrictions and Creating Custom Created Avatars of any person who is not an Individual (as defined herein) is strictly prohibited. By uploading Recordings to create a Custom Created Avatar, Customer represents and warrants that the Individual is at least 18-years old and has validly and freely consented to the use of the Recordings.
7.4 License and Access: Upon creating a Custom Created Avatar, Customer will have the exclusive right during the Subscription Term to use its Custom Created Avatar within the Services in accordance with this Agreement. Colossyan will only access and use the Customer’s Custom Created Avatar to provide and maintain the Services for Customer. Customer is solely responsible for its use of the Custom Created Avatar. Custom Created Avatars and their functionality will remain available only during the applicable Subscription Term. Customer may not use the Custom Created Avatar outside the Services. The provisions of this clause do not prevent Customer from sharing or publishing Customer Created Content (that may feature Custom Created Avatars) created by Customer during the Subscription Term after the expiry or termination of the Subscription Term (provided Customer complies with the terms of this Agreement, including the Acceptable Use Policy).
8.1 IP: Except as set out in this Agreement, each party shall retain all rights, title and interest in and to all its respective Intellectual Property Rights.
8.2 Colossyan IP: This Agreement does not grant any right, title, or interest to Customer with respect to the Services or the Colossyan Materials, except as expressly set out herein. Customer agrees that, as between Customer and Colossyan, Colossyan owns all legal rights, title and interest (including all Intellectual Property Rights) in and to the Services, which includes (but is not limited to) all source code, technical capability for avatar synthesis, AI models, voice cloning or voice design technology, databases, functionality, software and technology, contained in the Services and the Custom Created Avatar (together being the “Colossyan IP”). If and to the extent any Intellectual Property Rights in the Colossyan IP vests in Customer, Customer hereby assigns (and in the case of copyright, by way of a present assignment of future copyright) all of the Intellectual Property Rights in the Colossyan IP which are capable of being assigned together with the right to sue for past infringement of the intellectual property rights in the Colossyan IP**.**
8.3 Feedback: Colossyan may use any Suggestions that Customer or its Users send or share with Colossyan without any obligation to Customer. Customer hereby grants to Colossyan a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Suggestions.
8.4 Logo: Unless stated otherwise on the Service Order Form, ****Colossyan will not use any logo and/or name associated with Customer in its customer reference lists and other marketing materials without Customer’s prior written permission, which will not be unreasonably withheld.
8.5 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.
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 found at https://www.colossyan.com/privacy (“Privacy Policy”). Customer represents and warrants that Customer has obtained all relevant consents, permissions and rights and provided all relevant notices necessary under applicable data protection laws for Colossyan to lawfully process personal data for the purposes set forth in the Privacy Policy and for the purposes of providing to Customer information requested by Customer about its Users and activities under accounts (that may include personal data).
9.2 Other Personal Data: Customer is responsible for any personal data as entered into, supplied or used by Customer and its Users in the Services. Where Colossyan processes personal data on behalf of the Customer, the Colossyan Data Processing Agreement found here https://lps.colossyan.com/hubfs/DPA_2025-09.pdf (“DPA”) applies and is incorporated by reference into this Agreement. Customer agrees that it shall only upload to the Services the personal data specified in the Data Processing Agreement (“Agreed Personal Data”) and Colossyan shall not be held responsible or liable under this Agreement (including the DPA) for any personal data uploaded by Customer to the Services that is not Agreed Personal Data.
10.1 Purpose: In connection with the Services, each Party will take reasonable precautions to protect the other’s Confidential Information from unauthorized use, access or disclosure. Except as otherwise expressly permitted pursuant to this Agreement, each Party (the "Receiver") may use the other Party’s (the "Discloser") Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement.
10.2 Permitted Receivers: The Receiver may share the Confidential Information with its Affiliates, officers, employees, representatives, professional advisors, agents and subcontractors ("Permitted Receivers"), but only if they (i) need to know it and (ii) have agreed to keep it confidential and restrict its use to the same extent that the Receiver has. The Receiver is liable for its breach of this Agreement and any act or omission by a Permitted Receiver which would constitute a breach of this Agreement if it were a party to it. The Receiver may share the Confidential Information if legally required but must promptly notify the Discloser of the requirement if legally allowed.
10.3 Retention: The Receiver must take reasonable steps to destroy or erase any Confidential Information it holds within thirty days of the Discloser’s request, except the Receiver may retain copies of Confidential Information that are securely stored in archival or computer back-up systems or to meet legal or regulatory obligations, subject to this Agreement’s
10.4 Injunctive Relief: Given the unique nature of Confidential Information, the Parties agree that any violation or threatened violation by a Party to this Agreement with respect to Confidential Information may cause irreparable injury to the other Party. Therefore, the Parties agree such violation or threatened violation shall entitle the other Party to seek injunctive or other equitable relief in addition to all legal remedies.
10.5 Exclusions: This Section 10 shall not apply to any information which (i) in the public domain not by breach of this Agreement, (ii) known by the Receiver at the time of disclosure, (iii) lawfully obtained by the Receiver from a third party other than through a breach of confidence, (iv) independently developed by the Receiver, or (v) expressly indicated by the Discloser as not confidential.
11.1 Each party represents that it has validly entered into this Agreement and has a legal power to do so.
11.2 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 THE AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND COLOSSYAN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT THE SERVICES HAVE NOT BEEN DEVELOPED TO MEET CUSTOMER’S SPECIFIC REQUIREMENTS AND SO COLOSSYAN CANNOT PROVIDE ANY WARRANTY THAT THE SERVICES WILL BE FIT FOR CUSTOMER’S SPECIFIC PURPOSE OR THAT IT WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE WHICH CUSTOMER MAY USE.
11.3 Colossyan Indemnity: Colossyan will defend Customer from and against any third party claims, actions, suits, and proceedings (i) alleging that the Services or the Colossyan Materials (in the form made available by Colossyan) infringe a copyright or misappropriate a trade secret of a third party (“IP Claim”); and (ii) directly arising out of Colossyan’s gross negligence or wilful misconduct in its performance of the Services (each (i) and (ii) a “Claim Made Against Customer”) and Colossyan will indemnify Customer for reasonable legal fees and any final judgment or settlement amount or other costs finally awarded against Customer in connection with a Claim Made Against Customer. Colossyan’s obligations in this Section 11.3 are conditional upon (i) Customer’s prompt written notice of the Claim Made Against Customer and (ii) its cooperation (at Colossyan’s expense). Colossyan will have full control and authority over the defence of a Claim Made Against Customer. Colossyan will have no liability under this Section 11.3 if (a) a Claim Made Against Customer arises from Customer Materials, Custom Created Avatars or Content (excluding Colossyan Materials in the form made available in the Services) or any third-party product or service; (b) any modification, combination, or development of the Services or Colossyan Materials has occurred that was not performed by or on behalf of Colossyan; or (c) Customer is in breach of this Agreement, including the Acceptable Use Policy, or the Claim Made Against Customer has arisen from Customer’s negligence.
11.4 Remedies: If use of the Services or Colossyan Materials by Customer has become, or is likely to become, the subject of an IP Claim, Colossyan will (i) obtain the right for Customer to continue to use the Services or Colossyan Materials or; (ii) in the case of the Services, modify or replace them in such a way that they become non-infringing but are functionally still equivalent to the original Services; or (iii) in the case of the Colossyan Materials, replace the Colossyan Materials with other materials of the same type as the relevant Colossyan Materials. Customer agrees that it will reasonably cooperate with Colossyan with respect to the aforementioned efforts by Colossyan. In the event Colossyan, exercising reasonable efforts, is unable to implement one of the options set forth above within ninety (90) days, either party may terminate this Agreement immediately upon notice and Colossyan will refund to Customer a pro rata amount equal to the amounts paid by Customer to Colossyan for the Services not yet received. The indemnity in Section 11.3 and the remedy in this Section 11.4 are Customer’s only remedy for infringement of third-party intellectual property rights.
12.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON AND CUSTOMER’S INDEMNIFICATION OBLIGATIONS CONTAINED IN THIS AGREEMENT, NEITHER PARTY OR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS OR EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (B) IN THE CASE OF COLOSSYAN ONLY, FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS OR FOR ANY MATTER BEYOND COLOSSYAN’S REASONABLE CONTROL; IN EACH CASE, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 SUBJECT TO SECTION 12.1, THE AGGREGATE LIABILITY OF EACH PARTY FOR ALL CLAIMS RELATING TO THE SERVICES OR THIS AGREEMENT IRRESPECTIVE OF THE LEGAL BASIS, IS LIMITED TO THE AMOUNTS PAID BY THE CUSTOMER TO COLOSSYAN FOR THE PAST 12 MONTHS OF THE SERVICES PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS IN THIS SECTION 12.2 SHALL NOT APPLY TO CUSTOMER’S INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT.
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, LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
13.1 Term: This Agreement enters into effect on the Effective Date and continues until expiration of the Subscription Term, unless otherwise terminated by the Customer or Colossyan in accordance with this Agreement.
13.2 Automatic Renewal: Subject to earlier termination as provided below, unless otherwise stated on the Service Order Form, this Agreement is for the Initial Service Term, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the "Subscription Term"), unless either Party requests termination by written notice to the other party at least sixty (60) days prior to the end of the then-current term.
13.3 Termination: In addition to any other remedies it may have, either party may also terminate this Agreement or a Service Order Form: (i) if the other party commits a material breach of this Agreement and the breaching party fails to cure such material breach within thirty (30) days written notice from the other party of the breach; and (ii) in the case of Colossyan, immediately in the event of non-payment by the Customer.
13.4 Effects of termination: If this Agreement is terminated: (i) the rights and licences granted under this Agreement will cease immediately, but not including the licenses granted in sections 4.3 and 8.3 of this Agreement, and (ii) Colossyan will delete any Content relating to Customer's account in a commercially reasonable period of time.
13.5 Survival: All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, Section 6, accrued rights to payment, confidentiality obligations, warranty disclaimers, indemnity obligations and limitations of liability.
14.1 Subcontractors: Customer agrees that in providing the Services, Colossyan will engage third parties, including its Affiliates, as subcontractors. Colossyan will remain responsible for the performance of its obligations under this Agreement.
14.2 Severability: If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
14.3 Assignment: This Agreement is not assignable, transferable or sublicensable by the parties except with the other party’s prior written consent, except that either party may freely assign its rights and obligations under this Agreement in its entirety to an Affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of all or substantially all of its assets. This Agreement shall be binding upon and inure to the benefit of the parties’ respective successors and permitted assigns.
14.6 Entire Agreement & Amendments: This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
14.7 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.
14.8 Notices: Notices are to be sent by electronic means, in the form of an email. For notices addressed to Customer, the contact e-mail address provided by Customer on the Service Order Form must be used. Notices through email will be deemed to have been duly given the day after it is sent.
14.9 Governing Law & Jurisdiction: This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. 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. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable attorneys’ fees and costs.
In addition to terms defined elsewhere in this Agreement, the following definitions apply throughout this Agreement, unless the contrary intention appears.
AI Features means the AI script assistant, the document to video feature and the AI image generation services
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.
Avatars means synthetic avatars as presenters in Customer Created Content based on real-life persons, made available as stock avatars by Colossyan in the Services, including Conversational Avatars
Colossyan Material means materials and content made available in the Services, including Avatars, voices, backgrounds, images, videos, music, fonts and templates.
Confidential Information means all information disclosed by one party to the other party which is in tangible form and designated as confidential or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information of Colossyan includes (i) the Service Order Form; and (ii) Confidential Information of Colossyan’s Affiliates.
Content means Customer Materials and Customer Created Content
Custom AI Avatar means a synthetic avatar based on characteristics reasonably requested by Customer and accepted by Colossyan
Custom Created Avatar means a synthetic avatar based on the visual representation and/or voice of a real-life person selected by the Customer
Customer Created Content means any images, audio, or video output created or generated by Customer or a User through the Services, including Conversational Avatar Files.
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 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 (and the personal information (e.g. image, voice, likeness) contained therein), Input Video and Instructions.
Effective Date means the effective date as specified as such on the Service Order Form, or if none is specified then the date of acceptance of the Agreement by the Authorized Representative.
Equipment means 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.
Individual means an individual selected by Customer from whom Customer has received all necessary consents, licenses and waivers required to upload or provide the Recordings on their behalf and create a Custom Created Avatar
Initial Service Term means the initial duration of the provision of the Services identified in the Service Order Form.
Instant Avatar Feature means a feature in the Services called ‘Instant Avatars’.
Intellectual Property Rights mean patents, inventions, copyrights, trademarks, domain names, databases trade secrets, know-how and any other intellectual property and/or proprietary rights.
Limitations any restrictions or limitations on the use of the Service, as mentioned on the Service Order Form.
Recordings means recordings, which may include image, video and audio recordings, including recordings of voice or visual representation, uploaded or provided by or on behalf of the Customer to Colossyan, including through the Services.
Services or Service mean the products and services that are ordered by Customer under the Service Order Form, including websites and technologies or functions and the Software, and the Instant Avatar Feature And Conversational Avatars Feature (if included on the Service Order Form).
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, and any updates and upgrades thereto.
Suggestion means any feedback, ideas, comments, enhancement requests, recommendations or suggestions.
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.
Annex 1- AI Features
Annex 2 - Conversational Avatars Addendum
Definitions in the Agreement shall apply to this Addendum, as well as the additional definitions below.
Addendum means this Conversational Avatars Addendum;
Conversational Avatar means an Avatar which interacts with the User in a conversational format;
Conversational Avatar Minutes means the duration in minutes of each of the Conversational Avatar Files, and includes both (1) the video minutes featuring the Conversational Avatar interacting with the User (including pauses, reactions and speech) and (2) the minutes when the User is reacting to the Conversational Avatar (including pauses, reactions and speech);
Conversational Avatars Feature means the feature that allows Users to interact with the Conversational Avatars, and the related documentation;
Conversational Avatar Files means real time interactive and conversational video streams, and any recordings of the same, that use Input Video, Instructions and Conversational Avatars, in accordance with Customer’s Instructions;
Input Video means the User’s spoken materials provided when they interact with the Conversational Avatar;
Instructions means the instructions submitted by Users to the Services or otherwise provided by Customer or its Users to Colossyan to indicate how the Conversational Avatar should respond to the User;
2.1 Subject to the terms of the Agreement, including the Service Order Form and this Addendum, Colossyan will provide Customer with access to the Conversation Avatars Feature.
2.2 The Conversational Avatars Feature is considered a component of the Services and the provisions of the Agreement shall apply to the Conversational Avatars Feature, except as otherwise set out in this Addendum.
2.3 In the case of any conflict between the terms of this Addendum and the terms of the remainder of the Agreement, the terms of this Addendum shall prevail.
3.1 Customer will ensure that it is authorised to use the Input Video and Instructions with the Conversational Avatars. Customer will be responsible for ensuring that Customer’s and its Users’ use of the Conversational Avatar Feature complies with all applicable laws (including data protection law), including ensuring (i) Customer has explicit consent required to process biometric data under applicable laws; (ii) all notices to, and all consents and written releases executed by individuals in relation to the processing of their biometric information and biometric identifiers that are required under biometrics laws have been executed; and (iii) all consents to process personal information as required under applicable data privacy laws have been lawfully obtained.
3.2 Customer is entirely responsible for all Conversational Avatar Files (excluding Colossyan Materials) and their accuracy, quality and legality, provided they are created in accordance with Customer’s instructions.
3.3 Customer warrants that it will use the Conversational Avatars in compliance with the Acceptable Use Policy.
3.4 Customer will further comply with the following restrictions- Customer will not, and will ensure that its Users will not:
(a) intentionally interfere in any manner with the operation of the Conversational Avatars Feature or the hardware and network used to operate the Conversational Avatars Feature;
(b) attempt to access the Conversational Avatars Feature through any unapproved interface; or
(c) otherwise use the Conversational Avatars Feature in any manner that exceeds the scope of use permitted under the Service Order Form or in a manner inconsistent with applicable law the Agreement or this Addendum.
3.5 Customer acknowledges and agrees that the Conversational Avatars Feature will not be used, and is not licensed for use, in connection with any of Customer’s time-critical or mission-critical functions.
4.1 The availability of the Conversational Avatars feature may depend on the availability of third-party services which provide part or all of the Conversational Avatar Features (“Third Party Providers”). Colossyan will not allow such Third Party Providers to use Customer Materials to train its AI models
4.2 Colossyan may terminate or suspend Customer’s access to the Conversational Avatars Feature if a Third Party Provider’s service ceases to be provided by the relevant third party. Colossyan will use reasonable efforts to restore the Customer’s access to the Conversational Avatars Feature as soon as reasonably practicable after the circumstances giving rise to the suspension are resolved.