Allgemeine Geschäftsbedingungen / General Terms and Conditions
1. Scope
1.1
Dubly.AI GmbH, Zimmersmühlenweg 27, 61440 Oberursel (Taunus), Germany, registered with the commercial register of the Local Court (Amtsgericht) of Bad Homburg v. d. Höhe under HRB 17407, e-mail: hello@dubly.ai (the "Operator", "us" or "we"), offers 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 or the Software. 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 (Unternehmer) 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 or after conclusion of a User Agreement.
1.6
Terms and conditions of yours deviating from or conflicting with these Terms and Conditions are not accepted by us, unless we have expressly agreed to them in text form. We hereby reject any counter-confirmations by a Customer with reference to its own terms and conditions. Individual agreements between the Parties shall always prevail.
1.7
These Terms and Conditions are provided in German and English. In case of discrepancies between the language versions, the German version shall prevail. 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 at any time. The version of the Terms and Conditions applicable at the time of conclusion of the User Agreement is provided to you by e-mail.
1.8
We provide the Software with an English-language user interface; additional interface languages may be offered at our discretion.
2. Conclusion of the User Agreement; Registration
2.1
The use of the Software requires the creation of a customer account on the Website (the "Account"). When registering, you must provide complete and accurate information and keep this information up to date for the duration of the User Agreement.
2.2
The presentation of the Software and the pricing plans on the Website does not constitute a binding offer by us. By completing the order process and clicking the order button, you make a binding offer to conclude a User Agreement. The User Agreement is concluded when we accept your offer by sending an order confirmation by e-mail or by activating the ordered Service for your Account, whichever occurs first.
2.3
By registering and placing an order, you confirm that you are acting as an entrepreneur within the meaning of Sec. 14 BGB and not as a consumer (Verbraucher, Sec. 13 BGB). Sec. 1.5 sentence 2 applies.
2.4
Before submitting an order, you can review and correct your entries at any time using the input fields and navigation elements provided in the order process.
2.5
The Account is created for the Customer. Access to the Account may only be granted to persons within the Authorized User Scope (Sec. 3.7). The protection of access data is governed by Sec. 4.
2.6
The individual technical steps leading to the conclusion of the User Agreement (selection of a plan, entry of customer and payment data, review, submission of the order) are displayed during the order process on the Website.
3. Scope of Services; AI-Generated Output
3.1
The Software is a web-based application for the AI-supported dubbing of video and audio content, including translation, voice cloning, lip synchronization and editing functions. We operate and maintain the Software on our servers or the servers of designated service providers.
3.2
The Software is hosted in data centers located within the European Union / the European Economic Area (EEA). Where we use sub-processors established outside the EU/EEA (in particular companies established in the United States), we select EU/EEA server locations for the processing of Customer Content. Any remaining transfers of personal data to third countries (e.g., in the context of remote support access) are subject to appropriate safeguards within the meaning of Art. 44 et seqq. GDPR, in particular the EU Standard Contractual Clauses, as further set out in the Data Processing Agreement (Sec. 17.2).
3.3
The scope of services with respect to the Software purchased by the Customer is set out in the service description on the Website under "Pricing" as well as in the agreed service levels (Sec. 5), rights of use (Sec. 6) and support services (Sec. 10) (altogether, the "Service").
3.4
The functional scope of the Software comprises in particular:
- AI-supported translation and dubbing of video and audio content;
- voice cloning (reproducing the voice characteristics of speakers contained in content provided by the Customer);
- lip synchronization of video content;
- editing of transcripts, translations and other components of video and audio content;
- export of results in customary formats (e.g., video files, audio files, subtitle files).
The details are set out in the service description, which shall prevail in case of doubt.
3.5
We shall only owe you the provision of the functions and features of the Software as described in the service description as well as the modification of the Software to reflect the current state of technology. Unless expressly agreed otherwise in text form, 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 develop 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, or (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. 20 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, i.e., your employees and individual contractors acting exclusively on your behalf (the "Authorized User Scope").
3.8
AI-Generated Output. The results generated by the Software ("Output") are produced by machine-learning models. Output is generated automatically and may contain errors, inaccuracies, mistranslations or other deviations from the source content. You are responsible for reviewing Output for accuracy, suitability and legal compliance before using or publishing it. Your statutory warranty rights (Sec. 15) and our liability (Sec. 16) remain unaffected.
3.9
If we store any of your data, we will take state-of-the-art measures to protect such data. However, we are not subject to any custodial or safekeeping obligations (Verwahrungs- oder Obhutspflichten) with regard to your data. You remain responsible for retaining your own copies of content uploaded to the Software to the extent reasonable.
4. Access Data
4.1
We will provide you with 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 persons within the Authorized User Scope for professional purposes.
5. Service Levels; Malfunctions
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
"Availability" means your ability to use the main functions of the Software at the Delivery Point.
5.3
We target an average annual Availability of 99% (the "Availability Target"). The Availability Target constitutes a non-binding service objective (Leistungsziel). It does not constitute a guarantee (Garantie) within the meaning of Sec. 16.1, a warranted characteristic (zugesicherte Eigenschaft) or an independently enforceable service level. Your statutory rights in the event of defects (Sec. 15) remain unaffected.
5.4
For the measurement of Availability, our measuring points in the data center shall be decisive. Downtime is determined in full minutes.
5.5
The following times are not taken into account when calculating Availability:
- times of insignificant malfunctions of the Software;
- periods of non-availability due to maintenance work (i) during the regular maintenance windows, which may be up to six (6) hours per week and are generally carried out between 22:00 and 04:00 Central European Time (CET/CEST), 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 malfunctions; and
- periods of non-availability due to circumstances beyond our control (e.g., force majeure, fault of third parties, failures of telecommunication networks outside our sphere of influence) 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 04:00 CET/CEST. If maintenance work is expected to result in an interruption of more than 30 minutes of use of the Software during normal business hours from Monday to Friday (excluding public holidays in the State of Hesse, Germany) between 09:00 and 18:00 CET/CEST, we will announce this maintenance work by e-mail at least 24 hours in advance. Upon Customer request, announced maintenance work may be postponed if this is technically and economically reasonable from our perspective.
5.7
You shall report malfunctions to us without undue delay via the support channels indicated on the Website. Malfunction reports are processed Monday through Friday (excluding public holidays in the State of Hesse, Germany) between 09:00 and 18:00 CET/CEST (the "Service Hours").
5.8
Response times. In the case of critical malfunctions (use of the Software as a whole or of a main function of the Software is not possible), we will respond to the malfunction report and commence remediation within two (2) hours within the Service Hours following receipt of the report. In the case of other significant malfunctions (main or secondary functions are impaired but can still be used, or other not merely insignificant malfunctions), we will respond within twelve (12) hours within the Service Hours. We will remedy malfunctions as quickly as reasonably possible. The foregoing are response times (Reaktionszeiten); they do not constitute a guarantee of remediation within a specific period.
5.9
The remediation of insignificant malfunctions is at our discretion.
6. Rights of Use
6.1
This Section applies exclusively to the granting of rights of use to the Software by us to the Customer; Sec. 8 applies to open source components and third-party software.
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 within the Authorized User Scope. In particular, you may not:
- make the Software available to third parties outside the agreed Authorized User Scope;
- modify, decompile, disassemble, reverse engineer or otherwise process the Software, except to the extent permitted by mandatory statutory law (in particular Secs. 69d, 69e German Copyright Act (Urheberrechtsgesetz, UrhG));
- use the Software to develop a competing software solution or assist a third party in doing so;
- use the Software to create or distribute illegal and/or infringing content (see also Sec. 7); and/or
- sell, license, rent, transfer or in any other way commercially exploit the Software itself (the commercial use of Output created with paid plans remains unaffected).
6.4
We reserve the right to delete infringing content as well as content containing viruses or other harmful components and/or to suspend the Service in accordance with Sec. 7.5.
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
Upon termination of the User Agreement, the rights of use end automatically without the need for a declaration by us.
6.7
Output created with credits granted by us free of charge for testing or evaluation purposes may only be used for internal evaluation purposes. Any productive use as well as any internal or external commercial use of such Output is prohibited. Further conditions applicable to free credits are governed by Sec. 13.5.
7. Acceptable Use; AI-Specific Obligations
7.1
When using the Software, you may not, and may not allow any third party to:
- create or disseminate Output that impersonates a natural person or is intended to deceive recipients about the identity of a speaker, unless the person concerned has consented;
- clone, imitate or synthesize the voice, image or likeness of any natural person without the consent of that person (or another applicable legal basis);
- use the Software for fraud, scams, social engineering, phishing or other deceptive practices;
- create or disseminate disinformation, including content intended to manipulate political processes or elections;
- create or disseminate content that harasses, defames, threatens or discriminates against any person; or
- circumvent technical usage limits, security measures or credit/quota mechanisms of the Software.
7.2
Rights and consents. You warrant that, with respect to all content you upload to the Software, (i) you hold all rights necessary for the contractual processing of such content (in particular usage and editing rights under copyright law), and (ii) you have obtained all necessary consents and permissions from all natural persons whose voice, image or likeness is contained in such content or is processed for the purpose of voice cloning – including, where required, consent or another legal basis under applicable data protection law (in particular Art. 6 and, where applicable, Art. 9 GDPR) and under applicable personality and publicity rights. Upon our request, you shall provide us with appropriate evidence of such rights and consents.
7.3
Transparency obligations under the EU AI Act. Output may constitute artificially generated or manipulated audio, image or video content within the meaning of Art. 50 of Regulation (EU) 2024/1689 (the "AI Act"). To the extent we are obliged to do so as provider, we will mark Output as artificially generated or manipulated, in particular by means of watermarking and/or machine-readable metadata. You are solely responsible for complying with the transparency and disclosure obligations applicable to you as deployer when publishing or distributing Output, in particular the obligation under Art. 50(4) AI Act to disclose that content constituting a deep fake has been artificially generated or manipulated, as well as any other applicable labeling requirements.
7.4
You shall not remove, suppress or circumvent any markings, watermarks or metadata applied by us to Output for the purposes of Sec. 7.3.
7.5
In the event of a violation or a reasonably suspected violation of this Sec. 7, we are entitled, after weighing the mutual interests, to delete the affected content, to block the affected Output and/or to suspend the Account or the Service in whole or in part until the matter has been clarified. We will inform you of such measures without undue delay, stating the reasons, unless this is prohibited by law. Our right to terminate for good cause (Sec. 14.2) remains unaffected.
8. Open Source and Third-Party Software
8.1
The Software may contain open source software components. The use of these components is subject exclusively to the corresponding license terms 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 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 with respect to those components.
8.2
If we provide interfaces or add-ons for third-party software, such 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 to such third-party software.
9. API Access
9.1
If and to the extent we provide you with access to an application programming interface of the Software (the "API"), the following provisions apply in addition.
9.2
You may use the API only in accordance with the applicable API documentation and within the usage limits (e.g., rate limits, quotas) applicable to your plan. API keys and other API credentials constitute access data within the meaning of Sec. 4.
9.3
You may not sell, sublicense or otherwise make API access available to third parties outside the Authorized User Scope. Secs. 6 and 7 apply mutatis mutandis to the use of the API and to Output generated via the API.
9.4
We may impose and reasonably adjust technical usage limits for the API and may throttle or suspend API access in the event of misuse, excessive load or a risk to the security or integrity of the Service. We will inform you of any such measure without undue delay.
10. Support
We have set up a support service for your inquiries regarding the Service. Requests can be made via the support channels indicated on the Website (e-mail and live chat). Requests are processed in the chronological order of their receipt during the Service Hours.
11. Obligations of the Customer; Indemnification
11.1
You shall ensure that the Software and the Service are used only to the contractually agreed extent. You must inform us immediately of any unauthorized access. We are entitled to block the Account, the access to the login area, the Software and/or other services in case of misuse.
11.2
You are solely responsible for the content and data processed within the Software. You shall not use the Software in a way that violates applicable law, official orders, third-party rights or agreements with third parties.
11.3
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).
11.4
You shall indemnify us against all claims, disputes, losses, damages, expenses, costs (including court costs and reasonable legal fees) and liabilities ("Losses") arising out of or in connection with (i) your use of the Software in breach of the User Agreement, (ii) any breach by you of the obligations or prohibitions set out in Secs. 6.3, 7 or this Sec. 11 (in particular a breach of the warranty in Sec. 7.2), or (iii) claims of third parties based on content of the Customer that has been processed or distributed via the Software, unless you are not responsible for the breach or the claim. We will inform you without undue delay of any claims asserted and give you the opportunity to participate in the defense.
12. Customer Content
12.1
The content uploaded or stored by you within the Software ("Customer Content") may be protected by copyright and other rights. You grant us the non-exclusive right, limited to the term of the User Agreement, to process, reproduce, modify and transmit Customer Content solely to the extent necessary to provide the Service to you (including the creation of Output at your request and the creation of backups).
12.2
If and to the extent that, with respect to Customer Content, 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 permitted under the User Agreement – you shall be entitled to all rights thereto. You remain the owner of such databases or database works after the end of the User Agreement.
12.3
If data permanently loses its personal reference through anonymization, so that it no longer constitutes personal data within the meaning of Art. 4 No. 1 GDPR, we may use and store such anonymized data in aggregated form for the purposes of operating, securing and improving the Service, insofar as this is legally permissible. For the avoidance of doubt: pseudonymized data remains personal data and is processed exclusively in accordance with Sec. 17; Sec. 12.4 remains unaffected.
12.4
You retain full copyright, usage and reproduction rights to Customer Content. We only receive the rights set out in Sec. 12.1 to the extent requested by you and required to fulfill the User Agreement. We do not obtain any rights to reproduce, advertise or distribute Customer Content for our own purposes, and we do not restrict your existing rights to Customer Content. You retain all rights to the translated and dubbed content (Output) to the extent such rights arise in your person. We do not use Customer Content or Output to train our AI models or those of third parties, unless this has been agreed with you in a separate written agreement.
13. Fees and Payment
13.1
You shall pay a fee to us for the use of the Software and the Service. The prices and payment terms displayed during the order process on the Website or in the application at the time of the order shall apply. For individually agreed contracts (in particular Enterprise plans), the individually agreed conditions shall prevail (Sec. 1.3).
13.2
Plans. The Software is offered in different subscription plans and, where offered, as one-time credit purchases (pay-as-you-go). The included credit volume, the permitted number of users (seats), revision limits and the features available depend on the plan booked, as set out in the service description applicable at the time of booking.
13.3
Credit mechanics. The use of the Software consumes credits in accordance with the following rules:
- One (1) credit is consumed per minute of processed video or audio content per target language. For billing purposes, the duration of the content is rounded up to the next full minute for each processing operation.
- If lip synchronization is used, one (1) additional credit per minute is consumed (i.e., a total of two (2) credits per minute of content processed with lip synchronization).
- Deviating or additional credit consumption rates for individual functions are displayed in the service description and/or in the Software before the respective processing is started.
- Your current credit balance and your credit consumption are displayed in the Software.
- If a processing operation fails for reasons within our sphere of responsibility, the credits consumed for that operation will be re-credited upon notification via the support channels (Sec. 10).
13.4
Plans no longer offered (Legacy Plans). If we change or discontinue the plans offered, User Agreements concluded before such change remain unaffected. For such plans ("Legacy Plans"), the prices, included credit or minute volumes, features as well as the term and termination provisions applicable at the time of booking continue to apply until the User Agreement ends or the Customer switches to a currently offered plan. This applies in particular to plans booked under our previous pricing model, which are based on a minute-volume model with a selectable monthly or annual minute quota instead of the plan structure pursuant to Sec. 13.2. Unless otherwise agreed at the time of booking, the credit mechanics pursuant to Sec. 13.3 (including the additional credit consumption for lip synchronization) and the validity rules pursuant to Sec. 13.5 apply to Legacy Plans accordingly; the term and termination of Legacy Plans are governed by Sec. 14.1 (Legacy Plans). Upon a switch to a currently offered plan, the Legacy Plan ends and cannot be re-booked; from the time of the switch, the conditions of the newly booked plan apply. Secs. 13.8 (fee increases) and 20 (amendments) remain unaffected.
13.5
Validity of credits. Credits purchased on a pay-as-you-go basis and credits from Top-up Packages (Sec. 13.6) do not expire. Credits included in a monthly contract are valid for the monthly billing period in which they are granted and expire at the end of that billing period without compensation. Credits included in a yearly contract are credited for each billing month and roll over to subsequent billing months; they remain valid for as long as the yearly contract (including any renewals) continues and expire without compensation upon its termination. Credits granted by us free of charge (e.g., promotional or goodwill credits) may be subject to separate conditions, in particular an expiry date and purpose restrictions, which we will communicate at the time they are granted; Sec. 6.7 applies to credits granted for evaluation purposes.
13.6
Additional credits (Top-up Packages). If the credits available to you are used up during a billing period, you may purchase additional credits in advance in the form of prepaid credit packages at the price per additional minute applicable to your plan as displayed during the order process ("Top-up Packages"). Without sufficient available credits, new processing operations cannot be started. Top-up Packages are paid in advance upon purchase; their validity is governed by Sec. 13.5 sentence 1.
13.7
30-day money-back right. When booking a paid plan for the first time, we grant you the following voluntary contractual right: if you declare to us in text form within thirty (30) days from conclusion of the User Agreement that you wish to exercise the money-back right, we will refund the fees already paid for the initial billing period and the User Agreement ends upon receipt of your declaration. The money-back right requires that (i) at the time of your declaration, no more than twenty percent (20%) of the credits included in your plan have been consumed, and (ii) your declaration contains a brief, comprehensible explanation of the reasons for your dissatisfaction with the Service. The money-back right applies once per Customer and only to the first booking of a paid plan; it does not apply to Top-up Packages, pay-as-you-go credit purchases or individually agreed (Enterprise) contracts. This money-back right is a voluntary contractual concession; it does not constitute a guarantee (Garantie) within the meaning of Sec. 16.1 or Sec. 443 BGB and does not affect your statutory rights.
13.8
Fee increases. We reserve the right to increase the fees for future contract periods. In this case, we will communicate the increase to you in text form at the latest eight (8) weeks before the fee increase takes effect. If you do not accept the price increase and the price increase exceeds 5%, you are entitled to terminate the User Agreement with fourteen (14) days' notice to the end of the then-current contract period. We will point out this termination right in the notification of the increase. This Sec. 13.8 also applies to Legacy Plans (Sec. 13.4).
13.9
All fees are stated in and are payable in Euros plus applicable statutory VAT.
13.10
Invoicing depends on the contract type (Sec. 14.1): for pay-as-you-go purchases and Top-up Packages (Sec. 13.6), invoicing takes place once upon purchase; for monthly contracts, on a monthly basis; for yearly contracts, on a monthly or annual basis depending on the chosen payment option. Payment is due immediately upon receipt of the invoice.
13.11
Invoices not paid when due shall accrue default interest at the applicable statutory rate. In addition, we may restrict the Service in the event of default after prior notice with a reasonable grace period. In the event of a payment default of more than sixty (60) days, we are entitled to terminate the User Agreement for good cause without notice.
13.12
Payments shall be made by credit card or PayPal during checkout. For yearly contracts, Enterprise plans and individually agreed contracts, we additionally offer payment by SEPA direct debit or payment upon invoice (bank transfer), where indicated in the order process or individually agreed.
13.13
You may only set off claims against our claims if your counterclaims are undisputed, have been finally established by a court of law (rechtskräftig festgestellt) or have been recognized by us in text form. You may only exercise a right of retention to the extent your counterclaim arises from the same contractual relationship.
14. Term and Termination
14.1
The following contract types exist for the use of the Software and the Service; the first three apply to plans booked under the currently offered plan structure (Sec. 13.2):
- Pay-as-you-go: You make a one-time payment for credits. There is no contract term and no need for termination; the provisions of the User Agreement apply to the use of the purchased credits. Sec. 13.5 applies to the validity of the credits.
- Monthly contract: The User Agreement is concluded for an indefinite period with a monthly billing structure. Either Party may terminate the User Agreement with effect from the end of the then-current monthly billing period. If not terminated, the User Agreement continues for successive monthly periods.
- Yearly contract: The User Agreement is concluded for an initial fixed term of one (1) year, beginning on the date of conclusion. You may choose between monthly payments and a single annual payment in advance. The User Agreement is extended by successive periods of one (1) year unless terminated by either Party with three (3) months' notice to the end of the then-current contract year (not: calendar year).
- Legacy Plans: For Legacy Plans (Sec. 13.4), the contract type agreed at the time of booking continues to apply. Unless otherwise agreed at the time of booking, (i) monthly Legacy Plans may be terminated by either Party with effect from the end of the then-current monthly billing period, (ii) yearly Legacy Plans may be terminated by either Party with effect from the end of the then-current contract year, in each case without a minimum notice period being required (the three (3) months' notice pursuant to this Sec. 14.1 does not apply to Legacy Plans), and (iii) pay-as-you-go credit purchases made under Legacy conditions have no contract term; Sec. 13.5 sentence 1 applies to the validity of such credits.
14.2
The right of either Party to terminate without notice for good cause (außerordentliche Kündigung aus wichtigem Grund) 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 (in the case of the Customer, in particular Secs. 6, 7, 11 and 13), if insolvency proceedings are opened against the other Party's assets, or if the other 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.
14.3
Any termination must be made in text form (Textform).
14.4
In the event of termination of the User Agreement, all rights of use to the Software granted to you lapse immediately and you shall cease to use the Software. The export and deletion of your data is governed by Sec. 17.5.
15. Warranty
15.1
The Software provided by us essentially corresponds to the service description (Sec. 3). In the case of updates, upgrades or new version releases, warranty claims are limited to the new features of the respective update, upgrade or new version release as compared to the previous version.
15.2
The statutory warranty provisions for lease agreements (Mietrecht) apply to the provision of the Software for use. However, the Customer's right to remedy defects itself pursuant to Sec. 536a (2) BGB and the strict (no-fault) liability pursuant to Sec. 536a (1) BGB for defects that already existed at the time of conclusion of the User Agreement are excluded.
15.3
To the extent we owe services other than the provision of the Software for use (e.g., support services pursuant to Sec. 10), the statutory provisions governing service contracts (Secs. 611 et seqq. BGB) apply to such services.
15.4
We do not warrant that your business expectations associated with the use of the Service will be realized. The characteristics of AI-generated Output are governed by Sec. 3.8; the automated nature of Output and the possibility of errors inherent in machine-learning models do not as such constitute a defect, provided the Software functions in accordance with the service description.
15.5
We do not assume any guarantee (Garantie) for the Software without our express confirmation in written form.
15.6
Any claims for damages are subject to the limitations set out in Sec. 16.
16. Liability
16.1
We are liable to you without limitation in the event of intent (Vorsatz) and gross negligence (grobe Fahrlässigkeit), in the event of culpable injury to life, body or health, for claims under the German Product Liability Act (Produkthaftungsgesetz, ProdHaftG), in the event of fraudulently concealed defects (arglistig verschwiegene Mängel) and within the scope of guarantees (Garantien) expressly assumed by us in written form.
16.2
In the event of slightly negligent breaches of duty, we shall be liable only for breaches of material contractual obligations (wesentliche Vertragspflichten), limited in each case 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 achievement of the purpose of the User Agreement, and (ii) on the compliance of which you may regularly rely.
16.3
In the cases of Sec. 16.2, our total liability per contract year is limited to the total fees paid or payable by you under the User Agreement in the twelve (12) months preceding the event giving rise to the claim, but to no less than EUR 10,000. This limitation does not apply in the cases of Sec. 16.1.
16.4
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 Secs. 7 and 11).
16.5
In the event of loss of data, we are only liable for the loss up to the amount of the restoration effort that would have been incurred if the data had been properly and regularly backed up.
16.6
We assume no liability for damages that arise because you pass on passwords, API keys or user IDs to unauthorized persons or because such credentials otherwise reach unauthorized persons without this being attributable to us.
16.7
This Sec. 16 shall also apply in favor of our employees, representatives, corporate bodies and vicarious agents.
17. Data Protection
17.1
Each Party shall comply with the applicable data protection regulations. To the extent we process personal data contained in Customer Content on your behalf, we act as processor (Auftragsverarbeiter) within the meaning of Art. 4 No. 8, Art. 28 GDPR and you act as controller (Verantwortlicher) within the meaning of Art. 4 No. 7 GDPR. To the extent we process personal data for our own purposes (e.g., Account, billing and usage data), we act as controller; details are set out in our privacy policy available on the Website.
17.2
For the processing of personal data on your behalf, the Parties conclude a data processing agreement within the meaning of Art. 28 (3) GDPR, including technical and organizational measures (TOMs), based on the template provided by us (the "DPA"). We will provide you with the DPA, the TOMs and the current sub-processor list for execution upon request via the support channels indicated on the Website. You shall request and conclude the DPA before first transmitting personal data to the Software. If you transmit personal data to the Software without the DPA having been concluded, the then-current version of our DPA template shall apply to the processing accordingly until the DPA has been concluded. We process the relevant personal data solely in accordance with the provisions of the DPA and your documented instructions.
17.3
You are responsible for ensuring that a legal basis exists for the processing of personal data contained in Customer Content (see also Sec. 7.2).
17.4
You remain the owner of the Customer Content stored on our systems. We will not disclose Customer Content to third parties, with the exception of sub-processors engaged in accordance with the DPA (including the sub-processor list referenced therein, available upon request via the support channels) and disclosures required by law or enforceable orders of authorities or courts.
17.5
For a period of three (3) months after termination of the User Agreement, you are entitled to request the export of your Customer Content in a customary, machine-readable format free of charge. After expiry of this period, we will delete or anonymize the Customer Content in accordance with the DPA, unless statutory retention obligations apply. A later export can only take place in individual cases (if the data is still available) and against a separate, reasonable fee.
18. Confidentiality
18.1
The Parties undertake to maintain confidentiality with regard to 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" means all business, technological, scientific, patent-related and other internal information of a Party relating to business strategies, ideas, intellectual property rights, development, know-how and production of that Party which has been or will be disclosed under the User Agreement. The confidentiality obligation shall not apply to information which:
- was already in the possession of the receiving Party before disclosure by the disclosing Party;
- was already publicly known at the time of disclosure;
- becomes publicly known after disclosure, unless this is due to a breach of the confidentiality obligations under these Terms and Conditions;
- is disclosed with the prior consent of the disclosing Party in text form (including e-mail); or
- is subject to a legal obligation of surrender or disclosure.
18.2
The obligations under this Sec. 18 shall survive the termination of the User Agreement for a period of three (3) years.
19. Subcontractors; Assignment
19.1
We are entitled to engage subcontractors and other vicarious agents for the performance of the Service. We remain responsible for the performance of our contractual obligations. The engagement of sub-processors for the processing of personal data is governed exclusively by the DPA.
19.2
We may transfer the User Agreement, in whole or in part, to an affiliated company within the meaning of Secs. 15 et seqq. German Stock Corporation Act (Aktiengesetz, AktG) or in connection with a merger, acquisition or sale of all or substantially all of our assets; we will inform you of any such transfer in text form. You may not assign or transfer the User Agreement or individual rights thereunder to third parties without our prior consent in text form; Sec. 354a German Commercial Code (Handelsgesetzbuch, HGB) remains unaffected.
20. Amendments to these Terms and Conditions
20.1
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 to be agreed by you if you have not objected to the amendment in text form within one (1) month after receipt of the notification and we have specifically pointed out this consequence to you in the notification.
20.2
Changes to the scope of services agreed with you require your express consent, irrespective of Sec. 20.1.
20.3
In the event of an increase in fees, Sec. 13.8 shall apply.
21. Notices
21.1
Notifications from the Customer to the Operator 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 without undue delay to the above e-mail address.
21.2
We may send notifications concerning the User Agreement to the e-mail address associated with your Account. You are responsible for keeping this e-mail address up to date.
22. Final Provisions
22.1
The law of the Federal Republic of Germany shall apply, excluding its conflict-of-laws provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11 April 1980.
22.2
If the Customer is a merchant (Kaufmann), a legal entity under public law or a special fund under public law, or if the Customer has no general place of jurisdiction in Germany, the exclusive place of jurisdiction for all disputes arising from or in connection with these Terms and Conditions or the User Agreement shall be Frankfurt am Main, Germany, to the extent mandatory law does not provide otherwise. The place of performance is the registered office of the Operator.
22.3
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 Secs. 305 et seqq. 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 deadline, the legally permissible deadline shall apply.
Version: 15.06.2026