This English version of the Terms and Conditions is provided for reading and comprehension purposes only. The legally binding version is the German version, which can be found here: www.chamelaion.com/de/terms
Version: 03 March 2026
CHAMELAION GmbH, with registered office at Berger Straße 342, D-60385 Frankfurt am Main, Federal Republic of Germany, registered with the commercial register of the Local Court (Amtsgericht) Frankfurt am Main under HRB 136581, VAT ID no. DE450519324 and business identification number DE450519324 (“CHAMELAION”), is specialised in SaaS-based services in the field of video translation and AI-supported synchronisation (including lip synchronization/LipSync) and offers the related online services as well as - where included in the respective subscription - API-based access to these services under the domain https://www.chamelaion.com to both consumers and businesses.
The customer wishes to use CHAMELAION’s online services for private or business purposes. In order to enable the customer to do so, the customer is granted the ability to create an account and thereafter access CHAMELAION’s specifically subscribed contractual services, in accordance with and within the scope ofthese General Terms and Conditions.
These General Terms and Conditions are available at https://www.chamelaion.com/terms and can be downloaded and printed by the customer.
CHAMELAION does not store this agreement text outside the website after conclusion of the contract. We therefore recommend that the customer download and print a copy atthe time the contract is concluded.
CONTENT
1 Definitions
2 Scope; Contract Language; Governing Law
3 Data Protection Terms
4 Subject Matter of theAgreement
5 CHAMELAION Services
6 Availability
7 Formation of Contract; Account and Subscription
8 Free Subscription
9 Expiry of Tokens (Token Cycle)
10 Service Change (Upgrade / Downgrade)
11 Copyright and Intellectual Property
12 Customer Obligations
13 Remuneration
14 Term and Termination of the Agreement
15 Right of Withdrawal
16 Warranty
17 Liability and Damages
18 Amendments
19 Final Provisions
20 Annex: Service Description
1.1 “GTC” means these General Terms and Conditions;
1.2 “Subscription” means any subscription booked via the website;
1.3 “Account” means an individual user account accessible via the internet on the CIT Systems, enabling the customer to book a subscription and to access our contractual services on a personalised basis;
1.4 “BGB” means the German Civil Code (Bürgerliches Gesetzbuch);
1.5 “CIT Systems” means the entirety of the IT system infrastructure operated by CHAMELAION for the provision of the contractual services, including all hardware and software components;
1.6 “API” means the programmatic interface (Application Programming Interface) provided by CHAMELAION for the contractual services through which the customer may – subject to its subscription – call functions of the contractual services in an automated manner;
1.7 “API Key” means an individual access credential (e.g., key/token) assigned to the customer and required for authentication and use of the API;
1.8 “API Request” means each individual call of an API endpoint by the customer (request), including the related processing operations;
1.9 “Rate Limits” means technical call and usage limitations set byCHAMELAION (e.g., per unit of time, per account, per API key) that servestability, security and fair use of resources;
1.10 “Services” means any service made available to customers via ourCIT Systems, in particular the automated processing of Submitted Data by means of audio and moving-image recognition, transcription and translation of content including audio and video generation based on Submitted Data, the optional lip synchronization (“LipSync”), as well as the software tools required for manualpost-editing by the customer; where included in the customer’s subscription, this also includes API-based access to such functions;
1.11 “GDPR” means Regulation (EU) 2016/679 of the European Parliamentand of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data, on the free movement of such dataand repealing Directive 95/46/EC (General Data Protection Regulation);
1.12 “Documentation” means the electronic documentation on thefunctionality of the CIT Systems, available on the website at https://help.chamelaion.com/en under the relevant section;
1.13 “Submitted Data” means alldata and files sent to, uploaded to, or otherwise entered into our CIT Systems by the customer in order to be processed by our CIT Systems in accordance with the Service Description;
1.14 “Internal Users” means users who use the customer’s access to the contractual services for the customer’s internal purposes, e.g. the customer’s employees, employees of affiliated companies (within the meaning of sections 15 et seq. of the German Stock Corporation Act), freelancers or service providers of the customer, provided that they have a contractual relationship with the customer and act (i.e., internally) in the performance of their contractual obligations towards the customer;
1.15 “Customer” means the person or company ordering or subscribing to the contractual services or other services as CHAMELAION’s contractual partner;
1.16 “Service Description” means the list of functionalities and specifications of the contractual services in accordance with the detailed information stored on the website at https://help.chamelaion.com/en for the service package chosen by the customer, as defined in the individual subscription model when this agreement is concluded with the customer;
1.17 “Project” means a project created by the customer on the CIT Systems in the course of using the services, within which Processed Content is generated as part of our services based on Submitted Data;
1.18 “Test Feature” has the meaning assigned to it in clause 5.1(d);
1.19 “Token” means usage-based digital units made available to the customer under its subscription and required for using specific CHAMELAION services (e.g. processing units, analysis operations, translation generation, lip synchronization/LipSync processing, API requests). The number of tokens available depends on the booked plan (subscription). The customer can view token usage and token balance at any time in the account. A token represents a standardised computing unit defined by CHAMELAION for the use of technical resources, as described in more detail in the Documentation;
1.20 “Processed Content” means all content resulting from the processing of Submitted Data on the CIT Systems (in particular, video files generated on the CIT Systems);
1.21 “Agreement” means the conclusion of a contract between the customer and CHAMELAION regarding an account, subscription, and the use of the contractual services in accordance with these General Terms and Conditions;
1.22 “Contractual Services” means all services provided by CHAMELAION, excluding services marked as a Test Feature;
1.23 “Website” means the website accessible under the domain https://www.chamelaion.com, unless the relevant context indicates otherwise; and
1.24 “Business Days” means Monday to Friday, excluding public holidays in Hesse, Germany.
2 Scope;Contract Language; Governing Law
2.1 These General Terms and Conditions apply to all contracts concluded between CHAMELAION and the customer via the website accessible under the domain https://www.chamelaion.com for CHAMELAION services. In the case of individually concluded “enterprise packages” which CHAMELAION offers exclusively to selected business customers (B2B), the Special Terms and Conditions for Enterprise Packages handed over with an enterprise order (“Enterprise Terms”) shall take precedence. The Enterprise Terms explicitly do not apply to customers who qualify as consumers within the meaning of civil law.
2.2 The language available for concluding the contract is exclusively German. Therefore, only the German-language contract text is authoritative for the legal effects between the parties. Any automatically or manually generated translations into other languages are provided for information only and have neither direct nor indirect effect between the parties (mere convenience translations). For interpretation within the meaning of sections 133 and 157 BGB, only the German-language contract text shall be used.
2.3 These General Terms and Conditions and the Agreement are governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and those provisions that could lead to the application of another legal system (exclusion of national conflict-of-law rules). If the customer is a consumer within the meaning of section 13 BGB, mandatory statutory consumer protection provisions of the law of the state in which the consumer has their habitual residence remain unaffected.
The current data protection terms of CHAMELAION incorporated into the contractual relationship are available at https://www.chamelaion.com/privacy-policy. The data protection terms are shown to the customer before concluding a contract oragreement via CHAMELAION’s website; the customer must actively acknowledge and accept them via an inclusion checkbox before an ordering process can becompleted (for formation of contracts, see clause 7 below).
4 SubjectMatter of the Agreement
4.1 Subject to these General Terms and Conditions and the Service Description, CHAMELAION provides the customer, for the duration of the contractual relationship, with access to the subscribed contractual services inaccordance with the Service Description and the applicable Documentation; access is provided via the customer account on the website and - where included in the customer’s subscription - additionally via the API.
4.2 The customer shall pay CHAMELAION the agreed remuneration, as stated in the subscription process or another order form, insofar as the customer receives services that are marked as subject to payment at the time the contract is concluded.
5.1 General
(a) CHAMELAION grants the customer access to the contractual services during the term and within the scope of the Agreement, including the Service Description.
(b) CHAMELAION stores Submitted Data or Processed Content only temporarily on its servers insofar as this is technically necessary for providing services. Any storage of Submitted Data or Processed Content beyond that takes place only at the customer’s instigation (e.g. by clicking a corresponding button to save a project in progress for later further processing). However, CHAMELAION is entitled to create and retain access logs for billing, security, compliance, and statistical purposes. Such access logs must not contain Submitted Data or Processed Content. Access logs may, however, contain metadata of Submitted Data and/or Processed Content. Further information and rules can be found in ourdata protection terms at https://www.chamelaion.com/privacy-policy.
(c) CHAMELAION will access Submitted Data and/or Processed Content only if and insofar as this is necessary to identify and remedy technical errors that are likely to endanger the availability of the services. If necessary for these purposes, CHAMELAION may - deviating from clause 5.1(b) - in individual cases store Submitted Data and/or Processed Content automatically for a maximum period ofseventy-two (72) hours if certain error patterns occur when processing aproject. The Submitted Data and/or Processed Content are stored encrypted for the duration of troubleshooting and then deleted automatically. Access to cryptographic keys for decrypting the content and/or Processed Content occurs only in individual cases in a logged process for selected CHAMELAION employees bound by confidentiality and only after approval by management. Submitted Data and/or Processed Content stored for troubleshooting are not assigned to individual customers.
(d) CHAMELAION may make additional functions available to customers on a trial basis in alpha or beta versions (“Test Features”). These Test Features are explicitly marked as such or as an alpha or beta version. CHAMELAION may voluntarily make them available to all or individual customers. Test Features serve the customer’s trial use and CHAMELAION’s evaluation and expressly do not constitute contractual services within the meaning of these GTC. Test Features are not fully developed services or functions and may contain errors or other inaccuracies; therefore, CHAMELAION assumes no liability for them. CHAMELAION may change, adapt, or discontinue Test Features at any time (including without replacement).
(e) Any additional services beyond pure customer support (e.g. individual consulting beyond simple support requests, individual development, implementation, or training services) are owed by CHAMELAION only on the basis of an explicit written individual agreement with the customer.
(f) CHAMELAION is entitled to engage third parties in whole or in part to fulfil its contractual obligations, while observing the other legal framework conditions(in particular, applicable data protection laws).
(g) The customer may grant Internal Users access to its subscribed services at its own discretion, provided and to the extent this is envisaged in the subscription model. However, the customer is fully responsible for use of the services by Internal Users and must ensure that Internal Users are aware of and comply with all restrictions on use set out in this Agreement. The customer must inform CHAMELAION without undue delay of any suspected or alleged breach of this Agreement and cooperate with CHAMELAION in investigating such breaches and inall measures taken by CHAMELAION to enforce this Agreement and its own obligations (in particular under data protection law).
(h) API access (if included in the subscription). Where included in the customer’s subscription, CHAMELAION provides the customer with API access to the contractual services. Use of the API requires the use of a valid API Key. Details regarding endpoints, authentication, formats, rate limits, version status and any technical requirements are set out in the Documentation. CHAMELAION is entitled to temporarily block or deactivate API access and API keys for security reasons or in the event of violations of these GTC (inparticular clause 12). Changes to the API (e.g., versioning, deprecation, extensions) are governed by the provisions on service changes.
5.2 Service changes
(a) Beyond the extent required to maintain conformity of the contractual services, CHAMELAION may change and adapt the contractual services and their functional scope if a justified reason requires such change. Such a reason exists if the changes or adaptations are required:
(i) to implement amended legal requirements or case law;
(ii) to implement changed technical requirements, such as a new technical environment or other operational reasons; or
(iii) to adapt to changed market conditions, such as increased user numbers;
or if the changes and adaptations are made for the customer’s benefit, e.g. to improve usability or security.
(b) No additional costs shall arise for the customer from changes to the contractual services and their functional scope within the meaning of clause 5.2(a).
(c) If a change concerns exclusively time-critical security updates, function extensions, only non-material components of the contractual services (such as UI/design or display changes), and does not constitute a “negative change” (as defined in clause 5.2(d)), CHAMELAION will inform the customer clearly and comprehensibly about the change within the customer account. In all other cases, CHAMELAION will inform the customer clearly and comprehensibly about the respective change to the contractual service at least two (2) months in advanceby email (“Change Notice”). The Change Notice contains the characteristics and the time of the change and - if it is a negative change - the customer’s rights described in clause 5.2(d) and clause 5.2(e) below, as well as the legal consequences of the customer’s silence.
(d) If a change impairs the customer’s access to or usability of the contractual services more than insignificantly (“Negative Change”), the customer has the right to terminate the Agreement free of charge with immediate effect as of the time the change becomes effective. To exercise the right of termination, the customer must contact CHAMELAION customer service (support@chamelaion.com) and state the reason for termination. This extraordinary termination option is excluded if access to or usability of the unchanged contractual services remains available without additional cost.
(e) Negative changes to the contractual services are deemed approved if the customer does not object by exercising its termination right pursuant to clause 5.2(d). CHAMELAION will specifically draw the customer’s attention to this legal consequence in the Change Notice.
(f) These General Terms and Conditions apply accordingly to all changes and to the contractual services in the version amended by such changes.
6.1 For paid contractual services, CHAMELAION provides an average annual availability of at least 98% of operating time. Availability calculations exclude any downtime for planned maintenance as well as service interruptions beyond CHAMELAION’s control. This includes, in particular, short-term and unreasonable increases in requests by the customer that require an unplanned increase in system capacity. Downtime within the meaning of this clause also does not include restrictions due to Rate Limits, throttling, orblocking/deactivation of API Keys insofar as these are caused by use outsidethe Documentation or by violations of these GTC (in particular clause 12).
6.2 Subject to the exceptions in clause 6.1, availability is calculated as the number of hours during which the contractual services are functional divided by the total number of hours within the relevant calendar year.
6.3 Unavoidable downtime due to planned maintenance will be announced to the customer electronically in good time in advance (e.g. via email or a pop-up on the website).
7 Formation of Contract; Account and Subscription
7.1 To conclude a contract for CHAMELAION services, the customer must first create an account by providing an email address and password and actively confirming acknowledgement of CHAMELAION’s data protection terms (available at any time at https://www.chamelaion.com/privacy-policy). Depending on the case, further setup options may be available (e.g. Google sign-in). Upon registration, the customer automatically obtains a free subscription with a very limited scope of services. The customer may then optionally purchase a paid subscription model with an expanded scope of services (as shown in the Service Description). If the customer wishes to book a subscription model subject to payment, entry of a billing address and payment information is required. For clarification: for technical reasons, CHAMELAION services can be used only within a subscription, regardless of whether it is free of charge or paid.
7.2 Before submitting the legally binding subscription order, the customer is shown a summary of the order for review of the entered data (this also applies when selecting a free subscription). In addition, checkboxes to be actively selected by the customer are displayed for incorporating these General Terms and Conditions, the Service Description, the data protection terms, where applicable a data processing agreement, and an instruction on the consumer right of withdrawal (“Inclusion Checkboxes”). When the customer clicks the “Subscribe” button after selecting the inclusion checkboxes (or agreeing to incorporation by selection), the customer submits a binding offer to conclude acontract with CHAMELAION (“Offer to Conclude Contract”). Until clicking the “Subscribe” button, the customer may cancel the ordering process at anytime or change the provided information or selections by deleting, adding, or correcting entries in the various fields or by closing the web browser or active browser tab. The “Subscribe” button can be clicked only if the inclusion checkboxes have previously been activated by the customer. By actively selecting the inclusion checkboxes, the customer declares that it has read and acknowledged these General Terms and Conditions, the Service Description, the data protection terms, where applicable the data processing agreement, and the instruction on the consumer right of withdrawal. If the customer intends to transmit personal data of third parties to the CIT Systems when using the services, clause 12.3 must be observed. The customer is expressly informed of this during the ordering process.
7.3 As the public part of the website is freely accessible worldwide, CHAMELAION reserves the right to reject customer requests to conclude a contract. In this case, CHAMELAION will display a corresponding notice during the purchase process, at the latest when the customer has clicked the “Subscribe” button.
7.4 The Offer to Conclude Contract is accepted and the contract is concluded when, after clicking the “Subscribe” button, the subsequent page loads successfully and a confirmation is displayed. For clarification: even when selecting a free subscription, the customer concludes a contract with CHAMELAION, which however is free of charge for the customer.
7.5 Deviating from the preceding sub-clauses of this clause 7, the contract for CHAMELAION services may also be concluded via other means of distance communication (e.g. email, SignRequest, etc.). In this case, CHAMELAION will provide the customer with these General Terms and Conditions, the Service Description, the data protection terms, where applicable a data processing agreement, and an instruction on the consumer right of withdrawal before the contract is concluded. The contract is concluded when CHAMELAION expressly confirms the contract conclusion in response to the customer’s order or makes the contractual services available to the customer after the order and informs the customer of the provision.
7.6 CHAMELAION provides the services immediately upon conclusion of the Agreement.
8.1 CHAMELAION may, at its sole discretion, offer the customer a free subscription with a severely limited scope of use (e.g. limited to a certain number of video translations per month for a certain number of minutes peruploaded video) (“Free Subscription”).
8.2 Both private and business use of a Free Subscription is possible without payment of a usage fee (i.e. free of charge). However, passing on services from a Free Subscription to third parties for consideration is strictly prohibited.
8.3 CHAMELAION is entitled to change service components included in a Free Subscription at any time and at its sole discretion (e.g. reduce, restrict, expand, or terminate the Free Subscription without replacement).
8.4 CHAMELAION assumes no liability for damages arising from inadequate availability of a contractual service provided under a Free Subscription or from the nature of the severely limited service scope of a Free Subscription. CHAMELAION may explicitly reduce server-side capacity available for Free Subscriptions down to zero if, due to high server utilisation by paying customers, no remaining capacity is available to serve customers on a Free Subscription.
9 Expiryof Tokens (Token Cycle)
The customer acknowledges and is aware that the services provided by CHAMELAION place the highest demands on CHAMELAION’s technical infrastructure and that token contingents purchased via a subscription have therefore been deliberately calculated when offering different subscription models (see also the technical background described at https://help.chamelaion.com/en). For this reason, the customer may use booked token contingents only within the agreed expiry period (“Token Cycle”), because otherwise technically unmanageable request peaks could arise for CHAMELAION. In each ordering process, the customer is also explicitly informed of this before the contract is concluded, stating the token cycle applicable to the subscription.
After the end of the relevant token cycle, unused inclusive tokens expire without replacement, provided and to the extent that the customer objectively and reasonably had the opportunity to use the inclusive tokens. In this case, transfer or carry-over to a new token cycle is excluded, unless exceptionally something different is expressly agreed in an individual case. Clause 10.3 (one-time token carry-over upon upgrade) remains unaffected.
The customer may view at any time via the account the current status of token usage, token balance, and token cycle.
10 Service Change (Upgrade / Downgrade)
10.1 An upgrade of the chosen subscription is possible at any time. With execution of the upgrade, a new contract cycle (monthly or annually, depending on the booked model) begins at the time of the upgrade; the previous subscription ends with immediate effect.
10.2 A downgrade of the chosen subscription during the current subscription term is excluded; a switch to a lower subscription is therefore possible only by timely termination of the existing subscription and conclusion of a new subscription after expiry of the current subscription. Booking a lower subscription (downgrade) during the current subscription is deemed termination of the existing subscription at the earliest possible date (for clarification: a downgrade can therefore be selected and concluded at any time; however, the switch to a lower subscription takes effect only after the end of the current billing period).
10.3 Service contingents from the previous contract (inclusive tokens) that have not expired under clause 9 are credited to the first billing period of the new contract in the event of an upgrade, provided the upgrade occurs within the ongoing subscription (one-timetoken carry-over). Cash payment or later crediting in subsequent contract periods is excluded.
11 Copyright and Intellectual Property
11.1 CHAMELAION grants the customer a non-exclusive, non-transferable, non-sublicensable worldwide right to use the contractual services for its internal purposes for the duration and within the scope of the Agreement, subject to the authorised number of Internal Users for which the customer has paid CHAMELAION under the booked package. Use of the contractual services may - where included in the subscription - also take place via the API; the permitted scope of use remains unaffected and is limited to the customer’s internal purposes.
11.2 CHAMELAION grants the customer a non-exclusive, non-transferable, non-sublicensable worldwide right to use the provided Documentation and other materials for the duration and within the scope of the Agreement, in particular to reproduce them and provide them to Internal Users or contractors to the extent required for the intended use of the contractual services.
11.3 All rights relating to the Submitted Data and/or Processed Content remain with the customer. However, the customer grants CHAMELAION a non-exclusive worldwide right to use the Submitted Data and/or Processed Content exclusively for providing services to the customer. In particular, the customer grants CHAMELAION the right to temporarily store, modify, process, translate, improve, and transmit the Submitted Data and/or Processed Content, as well as to sublicense the foregoing rights to any subcontractors of CHAMELAION insofar as this is possible and necessary to provide the services set out in the Agreement, in compliance with the data protection agreement.
11.4 CHAMELAION does not claim any copyrights in the works created by the customer using the contractual services. If the works created by the customer using the contractual services are considered copyright-protected, CHAMELAION grants the customer, upon creation of such works, all exclusive, transferable, sublicensable, worldwide, perpetual rights to use the works without restriction for all existing or future types of use, including the right to modify theworks and create derivative works.
12.1 The customer may use the services exclusively for the purpose agreed between the parties. In particular, the customer must not (and will not permitthird parties - including Internal Users - to) use the services, the Processed Content created with the services, the Documentation, or other data, information, or services provided by CHAMELAION for the following purposes, unless CHAMELAION (to the extent legally capable of consenting) has expressly approved a specific use in writing in advance:
(a) In connection with or for operating critical infrastructures such as power plants, military or defence facilities, medical devices, or other devices whose failure or impairment would result in unforeseeable economic or physical damage, including (but not limited to) critical infrastructures within the meaning ofEuropean Directive 2008/114/EC;
(b) for any illegal activities, including developing applications that infringethird-party rights or other applicable laws or regulations;
(c) for processing, storing, or transmitting sensitive personal data within the meaning of Art. 9 GDPR, in particular but not limited to health data, genetic data, biometric data, data revealing ethnic origin, political opinions, trade union membership, religious or philosophical beliefs, and data concerning sexual preferences or sexual orientation;
(d) for sending spam or any other unsolicited advertising;
(e) to conduct benchmark tests or other capacity tests of CHAMELAION’s technical infrastructure;
(f) to develop a similar service whose main purpose is to translate videos into other languages using generative artificial intelligence (AI);
(g) to develop, market, or train a machine video translation algorithm;
(h) to transmit data to CHAMELAION that may not be transmitted to or processed by CHAMELAION due to data protection laws, contractual or statutory confidentiality obligations, export restrictions, or other statutory provisions or third-party rights.
12.2 The customer must keep its access credentials generated for the CIT Systems secure and undertakes not to disclose them to third parties, unless this is necessary for the contractually envisaged and permitted use of theservices. The customer is not entitled to pass on or resell access authorisations or its access to the services to third parties, unless expressly agreed otherwise.
12.3 API Keys must be kept confidential, must not be made public (e.g., incode repositories) and must not be disclosed to third parties. The customer must inform CHAMELAION without undue delay if it suspects that an API Key has been compromised; in such case, CHAMELAION is entitled to deactivate affected API Keys and, upon the customer’s request, provide new API Keys.
12.4 The customer must comply with all statutory provisions for the collection, processing, and use of data transmitted to CHAMELAION and processed by CHAMELAION in connection with the services under this Agreement. Inparticular, the customer must immediately enter into a data processing agreement (provided by CHAMELAION) with CHAMELAION if the customer intends to transmit personal data to CHAMELAION when using the services. The customer guarantees that it will not collect, process, or use any personal data in connection with use of the services without the data subject’s explicit consent or another legal basis. CHAMELAION will support the customer in an appropriate manner in implementing the required legal bases.
12.5 The customer shall indemnify CHAMELAION against all third-party claims, including necessary costs of legal defence, asserted against CHAMELAION due to a culpable breach of this Agreement by the customer. If third parties assert such claims, CHAMELAION will inform the customer without undue delay and will, at the customer’s option, leave the defence to the customer or conduct it incooperation with the customer. CHAMELAION will not satisfy or acknowledge third-party claims without the customer’s consent; such consent must not be unreasonably withheld or delayed. CHAMELAION is entitled to demand a reasonable advance payment for the expected costs of legal defence. The indemnity applies accordingly to fines or other administrative or court orders and claims.
12.6 The customer may use the services only in compliance with applicable national and international laws and agreements, explicitly including export control laws and regulations.
12.7 The customer is not permitted to access and/or control the services by automated procedures outside the provided API (e.g., scraping, crawling, bot access to the web interface, or circumvention of authentication/securitymechanisms). Automated access is permitted exclusively via the API provided by CHAMELAION and only within the scope of the Documentation (including RateLimits). The customer must implement appropriate measures to avoid requestspikes (e.g., backoff/retry mechanisms) and must not circumvent Rate Limits.
13.1 Where remuneration is agreed, the customer shall pay the one-time and/or periodic fees determined when the Agreement was concluded.
13.2 All amounts must be paid in full in the currency stated on the invoice. The customer shall bear any bank and transfer fees and any costs for currency conversion.
13.3 Unless expressly stated as net amounts, all amounts are inclusive of applicable statutory VAT.
13.4 Unless otherwise required by law, invoices are provided to the customer exclusively in digital form (e.g. as PDF files by email to the billing email address provided by the customer, or for retrieval by the customer on the website in the customer account).
13.5 For contractual services with a fixed recurring base price, remuneration is due at the beginning of each billing period.
13.6 CHAMELAION reserves the right to suspend the customer’s access to the services if the customer fails to pay a due fee after one reminder by CHAMELAION via email (text form) and after a reasonable deadline has been set. If the customer settles all outstanding claims, CHAMELAION will restore the customer’s access without undue delay, at the latest within three (3) business days after full receipt of payment by CHAMELAION. Depending on the chosen payment method, the following additionally applies:
(i) Payments by invoice: After the fee becomes due, CHAMELAION will inform the customer of the impending suspension and request payment. If payment is not made within the following three (3) business days, CHAMELAION is entitled to suspend the customer’s access. After suspension, CHAMELAION will again request payment to restore access.
(ii) Credit card or SEPA direct debit: If CHAMELAION cannot debit the due fee, CHAMELAION will request that the customer update the agreed payment method or provide a new one and will inform the customer of the impending suspension. If the debit continues to fail after notification, CHAMELAION may suspend access. After suspension, CHAMELAION will again request that the customer provide a newpayment method to restore access.
(iii) If and insofar as the customer is obliged under applicable law to withhold from the payment to CHAMELAION an amount in connection with withholding taxes, levies, fees, or similar (“Withholding Taxes”) and remit it to the competent tax authorities, the amount payable by the customer to CHAMELAION shall be increased by the amount to be remitted. CHAMELAION shall in any case receive an amount corresponding to what the customer would have paid without such withholding. The customer is obliged to withhold and remit Withholding Taxes inthe required amount and in accordance with applicable law and to provide CHAMELAION with proof of proper withholding and remittance. CHAMELAION will cooperate with the customer in a reasonable manner to determine whether such deduction or withholding is or was required in connection with the service provided by CHAMELAION. If so, CHAMELAION will, within the limits of statutory provisions, cooperate with the customer to reduce applicable Withholding Taxeswhere possible and, where applicable, assign to the customer any potential refund claim regarding the Withholding Taxes.
14 Termand Termination of the Agreement
14.1 The Agreement is concluded for an indefinite term. Either party may terminate the Agreement at any time with effect at the end of the current billing period.
14.2 If the parties agree a fixed term, the term automatically renews for the agreed fixed term unless the Agreement is terminated.
14.3 Statutory termination rights for good cause remain unaffected.
14.4 CHAMELAION is entitled to temporarily suspend the customer’s access to the services after prior notice in text form (email to the stored email address) stating the reason, in the following cases:
(a) in the event of a serious, continuing, imminent, or repeated material breach of these General Terms and Conditions, in particular an obligation under clause 12(Customer Obligations); or
(b) if CHAMELAION has factual indications of abusive automated use in accordance with clause 12.6.
Without prejudice to further rights under the Agreement, CHAMELAION will restore access within a reasonable period if the breach is no longer ongoing, no longer imminent, or the customer has provided a binding declaration that the breach will not be repeated.
14.5 In the event of fraudulent intent, CHAMELAION is entitled to suspend the customer’s access to the services immediately and indefinitely. The customer will be informed in text form (email to the stored email address). Meresuspicion of fraudulent intent is sufficient. Fraudulent intent exists in particular in the following cases:
(a) the email address used for registration (account creation) does not exist or is obviously invalid;
(b) the address provided by the customer does not exist or is invalid;
(c) the customer registered multiple times to abusively use a Free Subscription multiple times;
(d) the customer has outstanding payments from other contracts with CHAMELAION that have been overdue within the meaning of section 286 BGB for more than one (1) month;
(e) the customer uses a fraudulent, lost, stolen, blocked, or impermissible payment method;
(f) the customer has disputed a payment or requested a chargeback without informing CHAMELAION of a justified reason; in this case, however, the suspension is maintained only until the customer informs CHAMELAION of a reason justifying the dispute or chargeback.
14.6 For contractual services with a maximum monthly usage cap, CHAMELAION allows, for technical reasons, only the contractually agreed usage (e.g. until purchased tokens are consumed); see clause 9. Once the monthly usage cap is reached, the customer can no longer use the contractual services unless an upgrade to a higher package (if available) is performed, which increases the usage cap accordingly (e.g. through new tokens); see clause 10.
14.7 Insofar as the customer uses exclusively free services (in particular under a Free Subscription), both parties are entitled to terminate at any time without notice. CHAMELAION may in particular terminate without notice if thecustomer has not used the free services made available for a prolonged period.
If the customer is a consumer within the meaning of section 13 BGB, the following right of withdrawal applies to paid services (also available at https://www.chamelaion.com/verbraucherwiderruf):
Right of withdrawal
You havethe right to withdraw from this contract within fourteen (14) days without giving any reason.
The withdrawal period is fourteen (14) days from the day the contract is concluded.
To exercise your right of withdrawal, you must inform us (CHAMELAION GmbH, Berger Straße 342, D-60385 Frankfurt am Main, Federal Republic of Germany, registered withthe commercial register of the Local Court (Amtsgericht) Frankfurt am Main under HRB 136581, VAT ID: DE450519324, email: support@chamelaion.com,+491624536164) of your decision to withdraw from this contract by means of a clear statement (e.g. a letter sent by post or an email). You may use the attached model withdrawal form, but this is not mandatory.
To meet the withdrawal deadline, it is sufficient for you to send your notice of exercising the right of withdrawal before the withdrawal period expires.
Effects of withdrawal
If you withdraw from this contract, we will reimburse all payments received from you, including delivery costs (except for additional costs resulting from your choice of a type of delivery other than the cheapest standard delivery offered by us), without undue delay and in any event no later than fourteen days from the day on which we receive notice of your withdrawal from this contract. For such reimbursement, we will use the same means of payment as you used for the original transaction, unless expressly agreed otherwise with you; in no casewill you be charged any fees for this reimbursement.
If you requested that the services begin during the withdrawal period, you shall pay us an appropriate amount corresponding to the proportion of services already provided up to the time you inform us of exercising the right of withdrawal with respect to this contract, compared to the total scope of services provided for in the contract.
Model withdrawal form
To: CHAMELAION GmbH, Berger Straße 342, D-60385 Frankfurt am Main, Federal Republic of Germany, support@chamelaion.com:
- I/We (*) hereby withdraw from the contract concluded by me/us (*) for the purchase of the following goods (*) / the provision of the following service (*),-
- Ordered on (*) / received on (*),
- Name of consumer(s),
- Address of consumer(s),
- Signature of consumer(s) (only if notified on paper),
- Date.
(*) Delete as applicable.
16.1 If the customer is a consumer within the meaning of section 13 BGB, the customer has the statutory warranty rights.
16.2 If the customer is a business within the meaning of section 14 BGB, CHAMELAION assumes warranty for paid subscriptions only to the extent set out in the following provisions:
(a) If the contractual services provided by CHAMELAION are defective, CHAMELAION will, at its discretion, provide an improved or new service within a reasonable period after receipt of a written complaint from the customer. If third-party software is used that CHAMELAION has licensed from third parties, procurement of publicly available upgrades, updates, or patches is deemed sufficient.
(b) The customer may reduce the agreed remuneration by an appropriate amount if, for reasons attributable to CHAMELAION, proper performance of the owed services is not ensured within a reasonable period set by the customer. The right of reduction is limited to the portion of the services that is defective in proportion to the monthly remuneration.
(c) If the reduction pursuant to clause 16.2(b) continues for two (2) consecutive months or for two (2) months in a quarter, the customer may terminate the Agreement without notice.
(d) The customer must inform CHAMELAION of defects without undue delay in writing (email to support@chamelaion.com is sufficient).
(e) The customer is obliged to assist CHAMELAION free of charge in remedying defects,in particular by providing all necessary documents, data, and other information required to analyse and remedy defects.
(f) With regard to the provision of non-paid contractual services, CHAMELAION is liable for defects only if CHAMELAION fraudulently concealed the defects.
17.1 CHAMELAION is liable in accordance with the following provisions. The customer acknowledges and is aware that the video translation and synchronisation services offered by CHAMELAION (including lipsynchronization/LipSync) are novel products incorporating state-of-the-art AI tools and are being continuously developed. For technical reasons, translations and synchronisations may therefore still contain errors. According to CHAMELAION’s current estimates, the error rate is comparatively low and is approximately five percent (5%). CHAMELAION continuously works to further reduce the error rate. For errors, outages or damages that are attributable to faulty implementation, configuration or use of the API by the customer (including non-compliance with the Documentation/Rate Limits), CHAMELAION is liable only in accordance with the following provisions.
17.2 CHAMELAION has unlimited liability in cases of intent and gross negligence by CHAMELAION as well as its representatives or vicarious agents, for injury to body, life, or health, under the provisions of the Product Liability Act, and to the extent of an express guarantee assumed by CHAMELAION.
17.3 In cases of slight negligence, CHAMELAION is liable only for breach of material contractual obligations. In this case, CHAMELAION’s liability is limited to the typical and foreseeable damage at the time the contract is concluded. A material contractual obligation within the meaning of this clause is an obligation whose fulfilment makes proper performance of the contract possible in the first place and on whose compliance the other party regularly relies and may rely.
17.4 In the case of clause 17.3, CHAMELAION is not liable for lack of economic success, loss of profit, or indirect damages.
17.5 If the customer is a business within the meaning of section 14 BGB, the parties agree that the typical and foreseeable damage within the meaning of clause 17.3 is limited per year to the annual amount payable by the customer.
17.6 Any further liability of CHAMELAION is excluded.
17.7 The above liability provisions apply accordingly to CHAMELAION’s employees, contractors, and other vicarious agents.
18.1 CHAMELAION may amend and adapt these General Terms and Conditions with effect for the future if there is a justified reason for the change and insofar as the changesare reasonable taking into account the interests of both contracting parties. Ajustified reason exists in particular if the changes are required due to adisruption of the equivalence of the contract that was unforeseeable for CHAMELAION at the time of contract conclusion and is required to a not insignificant extent, due to technical or legal changes, or to supplement new functions made available after contract conclusion that require contractual provisions. Changes to a main performance obligation are excluded.
18.2 CHAMELAION will provide the customer with the amended General Terms and Conditions in text form (e.g. via email) at least eight (8) weeks before the planned effective date and will separately indicate the new provisions and the effective date. At the same time, CHAMELAION will grant the customer a reasonable period of at least eight (8) weeks to declare whether the customer accepts the amended General Terms and Conditions for continued use of the contractual services. If the customer makes no declaration within this period, which begins upon receipt of the notice in text form, the amended General Termsand Conditions are deemed agreed. At the beginning of the notice period, CHAMELAION will separately inform the customer of this legal consequence (i.e.the right to object, the objection period, and the consequences of failing to object). If the customer objects to the change within the period, either party may terminate the Agreement without observing a notice period if continuing the contract is unreasonable after weighing both parties’ interests.
19.1 The customer’s general terms and conditions shall not become part of the Agreement unless CHAMELAION has expressly agreed to this in writing beforehand.
19.2 Amendments to the Agreement (including these General Terms and Conditions) and all ancillary agreements, including the Service Description, the main part of the Agreement, and any annexes, must be made in text form.This also applies to the waiver of this text-form requirement.
19.3 The customer may set off claims against CHAMELAION or assert a right ofretention only if the customer’s counter claim is undisputed or has been finally adjudicated, or if the counterclaim is reciprocally related to the respective claim concerned.
19.4 The exclusive place of jurisdiction for all disputes arising out of orin connection with this Agreement is, subject to mandatory statutory provisions to the contrary, Frankfurt am Main, Federal Republic of Germany, provided that the contracting parties are merchants, the customer has no general place of jurisdiction in Germany or another EU member state, the customer has moved itspermanent residence abroad after these General Terms and Conditions entered into force, or the customer’s residence or habitual place of abode is unknown at the time legal action is filed.
20.1 Account creation
(a) The Customer can create a personal account on the CIT systems using a username and password.
(b) To create an account, the Customer must provide a valid email address and a password. Optionally, the Customer may also enter their name in the settings.
20.2 Subscription and booking requirements
(a) After creating an account, the Customer may use CHAMELAION’s contractual services under the subscription models shown on the website [https://www.chamelaion.com/plans].
(b) To book a subscription, the Customer must provide their name, email address, and billing address.
(c) Depending on the selected payment method, the Customer must also provide the relevant payment details (e.g., credit card details, SEPA direct debit, PayPal, orLink).
(d) For business customers, the company name and VAT identification number may be provided on an optional basis.
20.3 Upload and supported formats
(a) The Customer may upload video files in .mp4 and .mov formats and audio files in .wav and .mp3 formats to the CIT systems.
(b) Unlimited file size and duration.
20.4 Language support
(a) Supported source languages: Arabic, Belarusian, Bengali, Bosnian, Bulgarian, Catalan, Chinese, Czech, Danish, Dutch, English, Estonian, Filipino, Finnish, French, Galician, German, Greek, Gujarati, Hindi, Hungarian, Indonesian, Italian, Japanese, Kannada, Kazakh, Korean, Latvian, Lithuanian, Macedonian, Malay, Malayalam, Marathi, Nepali, Norwegian, Norwegian (Bokmål), Odia, Persian, Polish, Portuguese, Romanian, Russian, Serbian, Slovak, Slovenian, Spanish, Swedish, Tamil, Telugu, Turkish, Ukrainian, Vietnamese.
(b) Supported target languages: Arabic, Bulgarian, Chinese (Simplified), Croatian, Czech, Danish, Dutch, English (American), English (British), Finnish, French, German, Greek, Hindi, Indonesian, Italian, Japanese, Korean, Malay, Filipino, Polish, Portuguese (Brazilian), Portuguese (non-Brazil), Romanian, Russian, Slovak, Spanish, Swedish, Tamil, Turkish, Ukrainian.
20.5 Functional options
In addition to selecting the target language, the Customer can specify whether:
· background noise from the original file should be retained in the translated version,
· lip synchronization (“LipSync”)should be applied,
· the translation should be delivered in a formal or informal (casual) style.
Note: LipSync enables visible lip movements to be matched to the translated audio track. However, this technology is still under development and is not error-free.
20.6 Editing in the Dubbing Studio (post-processing)
After preprocessing the uploaded files, the Customer may post-edit the entire translation process in the Dubbing Studio, including, among other things:
· adjusting transcript texts,
· selecting or adjusting voices,
· integrating or modifying sound effects
20.7 Service limitations and quality notices
(a) CHAMELAION expressly notes that the services provided are based on AI technologies that are still under development.
(b) Errors may occur in recognition, translation, dubbing/voice-over, or lipsynchronization.
(c) The models are not perfect and may capture content incorrectly or incompletely.
(d) The Customer is obliged to review the results and, if necessary, post-edit them in the Dubbing Studio.
(e) Fully error-free or “human-like” translation and dubbing quality is not owed.
20.8 Customer responsibility for content
(a) The Customer is solely responsible for all content of the video and audio files uploaded by them. CHAMELAION provides translation and dubbing services only and does not review the content for legal permissibility.
(b) The Customer must ensure that they hold all necessary rights to the content they upload. This includes, in particular, copyrights, neighboring rights, trademark rights, and other third-party intellectual property rights.
(c) If the uploaded content contains images, voices, or other personal data of thirdparties, the Customer must obtain all required consents from the affected persons in good time before using CHAMELAION.
(d) If the Customer uses CHAMELAION services on behalf of a third party or involving additional controllers, the Customer is obliged to conclude a GDPR-compliant data processing agreement (Auftragsverarbeitungsvertrag, “DPA”) with such parties.
(e) The Customer shall indemnify CHAMELAION against all third-party claims arising from a breach of the above obligations.
20.9 Token cycle and expiry
(a) The tokens or minutes made available under a subscription may be used only within the respective billing and/or usage period (“Token Cycle”).
(b) Unused tokens or minutes shall expire without replacement upon the end of the respective Token Cycle, unless expressly agreed otherwise in an individual case.
(c) If the Customer purchases additional tokens or minutes outside the quota included in the subscription, such additional tokens/minutes may be used only until the end of the then-current subscription cycle. Thereafter, they shall expire without replacement.
(d) Please also refer to Section 9 of the General Terms and Conditions and further technical background information at https://help.chamelaion.com/en.
20.10 API access (if included in the subscription)
(a) Depending on the chosen subscription, the Customer may access the contractual services via the API in addition to use via the website.
(b) Authentication is carried out via API Keys managed in the Customer’s account.
(c) Use via the API is subject to technical call and usage limitations (Rate Limits) in accordance with the Documentation.
(d) Token usage and token quotas depend on the booked plan; use via the API may consume tokens insofar as it triggers processing operations.
Details on endpoints, formats, limits and versions are set out in the Documentation.
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