Allgemeine Geschäftsbedingungen / General Terms and Conditions
1. Scope
1.1
Dubly.AI GmbH, Gerhart-Hauptmann-Straße 49B, hello@dubly.ai (the "Operator", "us" or "we") offers on on the website https://dubly.ai (the "Website") the software Dubly.AI for use as software-as-a-service (as more specifically described in Sec. [3], the "Software").
1.2
By "Customer", "your" or "you" we mean the legal entity or natural person that is using the Software under these Terms and Conditions. When we refer to "Parties" we mean you and us together.
1.3
The legal relationship between you and us is based exclusively on the agreement concluded between us (the "User Agreement"), which includes these general terms and conditions (the "Terms and Conditions"). In the event of contradictions between the User Agreement and the Terms and Conditions, the provisions of the User Agreement shall prevail.
1.4
If special conditions for individual uses of the Software deviate from these Terms and Conditions, this will be indicated at the appropriate location within the Website. In this case, the respective special terms of use shall apply in addition.
1.5
The Software may only be used by Customers who are entrepreneurs within the meaning of Sec. 14 German Civil Code (Bürgerliches Gesetzbuch, BGB). We may demand that you provide sufficient proof of your status as an entrepreneur before concluding a User Agreement.
1.6
Terms and conditions of you deviating or conflicting with these Terms and Conditions are not accepted by us, unless we have expressly agreed to them. We hereby reject any counter-confirmations by a Customer with reference to its terms and conditions. Individual agreements between the Parties do always prevail.
1.7
The User Agreement language is English. We do not store the text of the User Agreement after the User Agreement has been concluded. You have access to the current version of the Terms and Conditions on the Website. The respective version of the Terms and Conditions at the time of conclusion of the User Agreement is provided to you by email.
1.8
We provide you the Software in English.
2. Conclusion of User Agreement, Registration
2.1
Dubly.AI GmbH, Gerhart-Hauptmann-Straße 49B, hello@dubly.ai (the "Operator", "us" or "we") offers on on the website https://dubly.ai (the "Website") the software Dubly.AI for use as software-as-a-service (as more specifically described in Sec. [3], the "Software").
2.2
By "Customer", "your" or "you" we mean the legal entity or natural person that is using the Software under these Terms and Conditions. When we refer to "Parties" we mean you and us together.
2.3
The legal relationship between you and us is based exclusively on the agreement concluded between us (the "User Agreement"), which includes these general terms and conditions (the "Terms and Conditions"). In the event of contradictions between the User Agreement and the Terms and Conditions, the provisions of the User Agreement shall prevail.
2.4
If special conditions for individual uses of the Software deviate from these Terms and Conditions, this will be indicated at the appropriate location within the Website. In this case, the respective special terms of use shall apply in addition.
2.5
The Software may only be used by Customers who are entrepreneurs within the meaning of Sec. 14 German Civil Code (Bürgerliches Gesetzbuch, BGB). We may demand that you provide sufficient proof of your status as an entrepreneur before concluding a User Agreement.
2.6
Terms and conditions of you deviating or conflicting with these Terms and Conditions are not accepted by us, unless we have expressly agreed to them. We hereby reject any counter-confirmations by a Customer with reference to its terms and conditions. Individual agreements between the Parties do always prevail.
2.7
The User Agreement language is English. We do not store the text of the User Agreement after the User Agreement has been concluded. You have access to the current version of the Terms and Conditions on the Website. The respective version of the Terms and Conditions at the time of conclusion of the User Agreement is provided to you by email.
3. Scope of Services
3.1
The Software is a web-based application for dubbing video content and audio content. We operate and maintain the Software on our servers or the servers of a designated service provider. The servers are operated in the United States of America and Europe.
3.2
The scope of services with respect to the Software purchased by the Customer is set out in the description on our website under ['Pricing'] as well as the agreed service levels (Sec. [5]), rights of use (Sec. [6]) and support services (Sec. [8]) (altogether, the "Service"). ]
3.3
For the term of the User Agreement, we provide you the Software for use as software-as-a-service as described below and as set out under the agreed service levels (Sec. [5]), rights of use (Sec. [6]) and support services (Sec. [8]) (altogether, the "Service").
3.4
The functional scope of the Software is as follows:
- Translation of video & audio Content
- Voice Cloning (imitating the style of speakers in a provided video)
- Editing of Texts & other parts of video & audio content
3.5
We shall only owe you the provision of the functions and features of the Software as described in the service description above as well as the modification of the Software to reflect the current state of technology. Unless expressly agreed otherwise in writing, we do not owe any further services. In particular, we are not obliged to provide installation, setup, consulting, customization or training services, or to create and provide individual programming or additional programs. However, we may provide you with further services (e.g. additional features) upon separate agreement for a separate fee (if applicable).
3.6
We will continuously extend the Software and the Service in the form of patches, updates and upgrades and make improvements provided that they (i) serve technical developments or (ii) appear necessary to prevent misuse. In addition, we are entitled to change the Software and the Service if (i) applicable law requires such changes, (ii) the changes are beneficial to you and (iii) the changes are of a purely technical or procedural nature and have no material impact on you. All other changes are subject to Sec. [17] of these Terms and Conditions.
3.7
You may use the Software only within the scope of your own business activities by [your own personnel] (the "Authorized User Scope").
3.8
If we store any of your data, we will take state-of-the-art measures to protect your data. However, we shall not be subject to any custodial or safekeeping obligations with regard to your data.
4. Access Data
4.1
We will provide you access data and instructions that you need to use the Software and the Service.
4.2
You shall protect the access data provided to you against access by third parties and keep it safe in accordance with the state of the art.
4.3
The access data may not be passed on to third parties, with the exception of your employees for professional purposes.
5. Service Levels, Disruptions
5.1
We make the Software available for use at the router exit of the data center where the server with the Software is located (the "Delivery Point"). You are responsible for the internet connection between you and the Delivery Point as well as the required hardware and software (e.g. computer, network connection ).
5.2
The Software is provided subject to the Availability. "Availability" shall be the your ability to use all main functions of the Software.
5.3
The average annual Availability of the Software is 95%. The Availability of the Software at the Delivery Point is decisive. The downtime is determined in full minutes and is calculated based on the sum of the annual Resolution Times (as defined below).
5.4
For the proof of Availability, our measuring points in the data center shall be decisive.
5.5
The following times are not taken into account when calculating Availability:
- Times of insignificant malfunctions of the Software,
- times of significant malfunctions if and to the extent that we observe the Resolution Times (as defined below),
- periods of non-availability due to maintenance work (i) during the regular maintenance windows, which may be up to 6 hours per week and are generally carried out between 22:00 and 4:00 Central European time, or (ii) if the maintenance work has been announced in advance in accordance with Sec. [5.6],
- periods of non-availability due to mandatory unscheduled maintenance work required to resolve disruptions, and
- Periods of non-availability due to circumstances beyond our control (e.g. force majeure, fault of third parties) and for which we are not at fault.
5.6
We are entitled to interrupt the Availability of the Software for maintenance purposes and due to other technical requirements. Maintenance work will be carried out, to the extent possible, between 22:00 and 4:00. If maintenance work results in an interruption of more than 30 minutes of use of the Software during normal business hours from Monday to Friday (excluding federal holidays) between 9:00 and 18:00, we will announce this maintenance work by email. The announcement will be made at least 24 hours in advance. Upon Customer request, the announced maintenance work can be postponed if this is technically and economically reasonable from our perspective.
5.7
You are obliged to report malfunctions to us without undue delay via email. Malfunction reporting and repair is guaranteed Monday through Friday (excluding federal holidays) between 9:00 and 18:00 ("Service Hours").
5.8
We will remedy serious malfunctions (the use of the Software as a whole or a main function of the Software is not possible) at the latest within 2 hours from receipt of the report of the malfunction by a Customer, provided that the notification is made within the service hours; other significant malfunctions (main or secondary functions of the Software are disrupted but can be used, or other not only insignificant malfunctions) will be remedied within 12 hours at the latest within the service hours (each indicated time frame a "Resolution Time" and, collectively, the "Resolution Times").
5.9
The repair of insignificant malfunctions is subject to our discretion.
6. Usage Rights
6.1
This Section applies exclusively to the granting of rights of use to the Software by us to the Customer; Sec. 7 applies to the granting of rights of use to third parties.
6.2
Subject to payment of the agreed remuneration, we grant you the non-exclusive and non-transferable right to use the Software for the duration of the User Agreement to the agreed extent and in accordance with applicable laws.
6.3
The Software may only be used by you for your own purposes. In particular, you may not use the Software to
- make the Software available to third parties outside the agreed Authorized User Scope;
- modify, decompile, disassemble, reconstruct or process the Software in any other way;
- use the Software to develop a competing software solution or to help a third party to do so;
- to distribute illegal and/or infringing content; and/or
- sell, license, rent, transfer or in any other way commercially exploit the Software.
6.4
We reserve the right to delete infringing content as well as content with viruses or other harmful components and/or to terminate the Service hereunder.
6.5
You may only copy the Software insofar as this is covered by the intended use of the Software in accordance with the applicable service description. Necessary copying includes loading the Software into the working memory on our server, but not the, even temporary, installation or storage of the Software on data carriers (such as hard disks or similar) of hardware used by you.
6.6
After termination of the User Agreement, the rights of use end automatically without the need for a declaration by us.
6.7
Videos created with the help of the 5 free test credits may only be used for private testing purposes. Commercial use internally or externally is prohibited.
7. Use of Third Parties
7.1
The Software may contain open source software components. The use of these components is subject exclusively to the corresponding terms of use of the open source software components that are transmitted and/or referenced as part of the open source software components. In the event of contradictions or conflicting provisions between the license terms of the open source software and the provisions of these Terms and Conditions, the license terms of the open source software shall prevail.
7.2
If we provide APIs or add-ons for third-party software (see Sec. [2.10]), this third-party software is not covered by the granting of rights in accordance with Sec. [6]. The Customer is responsible for obtaining the corresponding rights of use.
8. Support
We have set up a support service for your inquiries regarding the Services. Requests can be made via the support channels indicated on our website (E-Mail and Live-Chat). The requests are processed in the chronological order of their receipt.
9. Obligations of the Customer
9.1
You shall ensure to only use the Software and the Service to the contractually agreed extent. We must be informed immediately of any unauthorized access. We are entitled to block the account, the access to the login area, to the Software and/or to other services in case of misuse.
9.2
You are solely responsible for the content and data processed within the Software. You are obliged to not use the Software in a way which violates applicable law, official orders, third-party rights or agreements with third parties.
9.3
You must check any data for viruses or other harmful components before storing or using it in the Software and shall use state of the art measures for this purpose (e.g. antivirus programs).
9.4
You shall indemnify us against all claims, disputes, losses, damages, expenses, costs (including court costs and legal fees) and liabilities ("Losses") arising out of or in connection with (i) your use of the Software in breach of these Terms, (ii) any breach by you of any obligation or prohibition set out in Sec. [6.3] or in this Section, or (iii) a claim based on content of the Customer that has been distributed via the Software and has caused damage to a third party.
9.5
You are obliged to check the rights to the media content that you upload for translation in the software. You may only upload content for which you have full usage and editing rights.
10. Contents of the Customer
10.1
The content stored by you on the storage space provided for you may be protected by copyrights. You hereby grant us the right to make such contents accessible to you via the internet and, in particular, to reproduce and transmit such contents for this purpose and to be able to reproduce such contents for the purpose of data backups.
10.2
If and to the extent that, with respect to your contents, a database, databases, a database work or database works are created on our server(s) during the term of the User Agreement, in particular through the compilation of application data or through activities by you permitted under the User Agreement, you shall be entitled to all rights thereto. You shall remain the owner of such databases or database works even after the end of the User Agreement.
10.3
If data loses its personal reference through pseudonymization, we may continue using and storing the application data, insofar as this is legally permissible under applicable data protection laws.
10.4
You retain full copyright, usage and reproduction rights to your content. We only receive the right to edit your content to the extent requested by you and to fulfill the service of our contract. We do not retain any rights to reproduce, advertise or distribute your content. Furthermore, we do not restrict your existing rights to the content. You retain all rights to the translated content. Furthermore, we do not use customer data to train our service unless this is agreed with you in a separate written agreement.
11. Remuneration
11.1
You shall pay a fee to us for the use of the Software and the Service. The prices and the respective terms of payment shown at the time of the order on the Website // in the App under 'Pricing' shall apply.
11.2
We reserve the right to increase the fees for future contract periods. In this case, we will communicate the increase to you in writing at the latest eight (8) weeks before the fee increase comes into effect. In the event that you do not accept the price increase, and provided the price increase is higher than 5%, you are entitled to terminate the User Agreement with 14 days' notice to the end of the current contractual period.
11.3
All fees are stated in and are payable in Euros plus applicable VAT.
11.4
We will invoice you once upon booking // on a monthly basis // on an annual basis (based on type of contract). Payment is due immediately after receipt of the invoice. Sec. [6.7] shall apply in the event the scope of use is increased during a contract period.
11.5
Invoices not paid within such period shall accrue interest at the applicable statutory rate. In addition, services may be restricted in the event of default. In the event of a delay in payment of more than 60 days, the operator is entitled to terminate the entire contractual relationship without notice.
11.6
All payments due shall be made by credit card or PayPal during checkout.
11.7
You are not entitled to offset claims against us, unless the claims have been legally established by a binding court decision or have been recognized in writing by us.
12. Term, Termination
12.1
There are three different types of contracts for the use of the Software and the Service:Pay-as-you-go:Description: One-time payment with no contract term.Details: User Agreements are based on a pay-as-you-go model. Users make a one-time payment for credits, which have unlimited validity. There is no contract term associated with this model.Monthly Contract:Description: Monthly contract with the option to cancel at the end of any month.Details: User Agreements are concluded for an indefinite period with a monthly payment structure. The contract can be terminated by either Party at any time with a notice period to the end of the current month. The contract is automatically extended for another month unless terminated before the end of the current month.Yearly Contract:Description: Annual contract with monthly payments.Details: User Agreements are concluded for a fixed term of one (1) year with monthly payments. The contract can be terminated by either Party with a notice period to the end of the current year. The contract is automatically extended for another year unless terminated before the end of the current year.
12.2
The right to terminate without notice for good cause remains unaffected. Good cause shall be deemed to exist, in particular, if the other Party materially breaches the obligations set out in these Terms and Conditions, if insolvency proceedings are opened against such Party's assets, or if such Party becomes insolvent or illiquid. Good cause shall also exist if the other Party uses data in a manner that violates the contractually agreed provisions.
12.3
Any termination must be in text form.
12.4
In the event of termination of the User Agreement, all rights of use to the Software granted to you shall lapse immediately and you shall cease to use the Software.
13. Warranty Rights
13.1
The Software provided by us essentially corresponds to the stated service description. In the case of updates, upgrades or new version releases, warranty claims are limited to the new features of the respective update, upgrade or, respectively, new version release compared to the previous version.
13.2
In principle, the statutory warranty provisions for rental agreements apply. However, the application of Sec. 536a (2) German Civil Code (Bürgerliches Gesetzbuch, BGB) (right of the user to rectify defects themselves) and strict liability in accordance with Sec. 536a (1) German Civil Code (Bürgerliches Gesetzbuch, BGB) for defects that already existed when the User Agreement was concluded are excluded.
13.3
In all other respects, the provisions of service contract law (Sec. 611 et seqq. German Civil Code (Bürgerliches Gesetzbuch, BGB)) shall apply.
13.4
We do not guarantee that your business expectations associated with the use of the Service will be realized.
13.5
We do not assume any additional guarantee for the Software without express confirmation.
13.6
Any claims for damages are subject to the limitations set out in Sec. [14] (Liability).
14. Liability
14.1
We are liable to you without limitation in the event of intent, gross negligence and culpable injury to life, body or health. We are also liable without limitation for claims under the Product Liability Act (Produkthaftungsgesetz, ProdHaftG), for guarantees given in writing and for claims due to the absence of warranted characteristics.
14.2
Notwithstanding the preceding paragraph, we shall be liable to you in the event of minor negligent breaches only with respect to material contractual obligations, but, in any case, limited to the damage typically foreseeable at the time of conclusion of the User Agreement. Material contractual obligations are obligations (i) the fulfillment of which is a prerequisite for the proper performance of the User Agreement or the breach of which jeopardizes the purpose of the User Agreement, and (ii) the compliance of which you may regularly rely on. Strict liability pursuant to Section 536a (1) German Civil Code (Bürgerliches Gesetzbuch, BGB) for defects that already existed when the User Agreement was concluded is excluded.
14.3
We are entitled to raise the objection of contributory negligence on your part (e.g. due to a breach of your obligations in accordance with Sec. [9]).
14.4
We are only liable for the loss of data up to the amount that would have been incurred if the data had been properly and regularly backed up in order to restore it.
14.5
We assume no liability for damages that arise if you pass on passwords or user IDs to unauthorized persons or if these otherwise reach unauthorized persons without us having any influence on this.
14.6
This Section shall also apply in favor of our employees, representatives and bodies.
15. Data Protection
15.1
The Customer shall comply with the applicable data protection regulations when using the Software. In this respect, we are not the controller within the meaning of Art. 4 No. 7 GDPR.
15.2
If necessary, the Parties shall conclude an Agreement on data processing and technical and organizational measures (TOMs) based on the template provided by us prior to the start of processing. In this case, we will process the relevant personal data solely in accordance with the provisions set out therein and in accordance with your instructions.
15.3
If we store any of your data, the Customer remains the owner of the data stored on our servers and the data will not be passed on to third parties.
15.4
Up to [three (3)] months after termination of the User Agreement, the Customer shall be entitled to have its data exported in a customary format. Thereafter, the data may only be exported in individual cases (if the data is still available) and for a separate fee.
16. Confidentiality
16.1
The Parties undertake to maintain confidentiality about all Confidential Information that they obtain in connection with the User Agreement and its performance and not to disclose or pass on such information to third parties. "Confidential Information" within the meaning of the preceding sentence shall mean all business, technological, scientific, patent and other internal information of the Parties relating to any business strategies, ideas, intellectual property rights, development, know-how and production of the Parties that has already been disclosed or will be disclosed under the User Agreement. The confidentiality obligation shall not apply to information of a Party,
- that was already in the possession of the other Party before it was handed over by that Party;
- that was already publicly known at the time of the disclosure;
- which becomes publicly known after it has been disclosed to the other Party, unless this occurs due to a breach of the confidentiality obligation set forth in these Terms and Conditions by one of the Parties;
- to the disclosure of which the other Party has given its prior consent in text form (including e-mails); or
- for which there is a legal obligation to surrender or disclose.
17. Amendments to these Terms and Conditions
17.1
For good cause, in particular in the event of changes in statutory law, supreme court rulings, the Software, the Service, or market conditions, we may notify you of an amendment to these Terms and Conditions, indicating the main changes. The amended Terms and Conditions are deemed agreed by you if you have not objected to the amendment within one month after receipt of the notification and we have specifically pointed out this consequence to you in the notification. Changes to the scope of services agreed with you require your express consent, irrespective of the above provisions.
17.2
By "Customer", "your" or "you" we mean the legal entity or natural person that is using the Software under these Terms and Conditions. When we refer to "Parties" we mean you and us together.
17.3
In addition, in the event of an increase in fees, Sec. [11.5] shall apply.
18. Notices
Notifications from the Customer shall be sent by e-mail to hello@dubly.ai. Important changes to customer data or other circumstances affecting the contractual relationship shall be communicated by the Customer to the Operator immediately at the above e-mail address.
19. Final Provisions
19.1
German law shall apply. Any conflict of laws provisions and the United Nations Convention on User Agreements for the International Sale of Goods of 11 April 1980 shall not apply.
19.2
The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms and Conditions or the User Agreement shall be Leverkusen, to the extent applicable mandatory law does not provide otherwise. The place of performance is the registered office of the Operator.
19.3
Should a provision of these Terms and Conditions be or become invalid, contain an invalid deadline provision or a gap, the legal validity of the remaining provisions shall remain unaffected. Insofar as the invalidity does not result from a violation of Sec. 305 et seqq. German Civil Code (Bürgerliches Gesetzbuch, BGB), the invalid provision shall be replaced by a valid provision that comes as close as possible to the economic intentions of the Parties. The same applies in the event of a gap. In the event of an invalid term, the legally permissible term shall apply.
Version: 06.05.2025