General Terms and Conditions

English version

This english translation of our General Terms and Conditions is provided for your convenience but has no legal force. The legally binding version is currently only available in german. We are currently working on providing a full english version.

Go to the german version

1. Preamble

1.1 Kaleido AI GmbH (hereinafter referred to as the Operator) develops and distributes the software solution remove.bg, a web-based application for editing photos. The object of this contract is the provision of the software as a service.

2. Subject matter of the contract

2.1 The object of this agreement is the temporary, non-exclusive and non-exclusive use of the software remove.bg (hereinafter referred to as "the software") by the client (hereinafter referred to as "the client") in accordance with point 3 of this agreement. The scope of services and functions of the Software shall be derived from the interface description which the Customer has received separately or from the description at www.remove.bg/pricing and www.remove.bg/api.

2.2 The Software can only be accessed via the Internet, the function of the Software therefore depends on a functioning Internet connection. The system requirements necessary for the operation of the software result from the interface description according to point 2.1 and/or www.remove.bg/pricing.

2.3 General terms and conditions of the customer shall not apply.

2.4 The creation of several accounts for the same person is not allowed.

3. Rights of use

3.1 The customer acquires the non-exclusive right, limited in time to the duration of this contract, to use the software worldwide to the extent of the selected variant for internal company or own use.

3.2 The scope of use (commercial or non-commercial) is determined by the tariff selected by the customer. If the tariff selected by the customer provides for this, the customer is permitted to use, process or exploit the result of the software (depending on the tariff selected) commercially or non-commercially in any conceivable way. In the case of non-commercial use, the customer is prohibited from using the results of the software for direct or indirect commercial purposes.

3.3 The software may not be made available for use by third parties or otherwise made available to third parties, for example by way of leasing.

3.4 Billing takes place via credits which the customer can obtain from "Paddle" (paddle.com). Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle provides all customer service inquiries and handles returns.

3.5 Monthly credits expire at the end of a billing period, one-time credits after 24 months. Within the scope of using the software, the customer has the right to process photos in the equivalent value of the acquired credits (the equivalent value results from the respective tariff). A photo is considered processed if the Customer is offered the result for download (regardless of whether the Customer downloads the photo). If a customer makes more than 15% unsuccessful requests (requests that cannot be processed), the operator reserves the right to block access to the interface.

3.6 The Operator grants the Customer a right of withdrawal for 30 days from the contract date if the Customer has not made use of the services (not even partially). Also a use according to point 6.3 excludes the withdrawal.

3.7 The Operator shall provide the Customer with an API interface (depending on the tariff selected) with which the Customer can integrate the Software into its own websites, apps and software. The customer has the right to integrate the software into an unlimited number of his own websites, apps and software. The provision of the API interface to third parties (against payment or free of charge) is not permitted. The customer may only integrate the API interface into websites on which the customer is named in the imprint. Integration in software and apps is only permitted if the Customer holds the rights to use the respective software.

3.8 Use for the following purposes is prohibited: research/development of artificial intelligence (in particular generation of training data), military use, pornography, gambling / betting, terrorism, creation of "fake news".

The use by any business or organization that a.) engages in, encourages, promotes or celebrates unlawful violence or physical harm to persons or property, or b.) engages in, encourages, promotes or celebrates unlawful violence toward any group based on race, religion, disability, gender, sexual orientation, national origin, or any other immutable characteristic is prohibited.

4. Availability

4.1 The operator undertakes to make the software available to the customer within the scope of use in the amount of 98%, calculated over one year, of the version subject to a charge (hereinafter referred to briefly as "availability"). Availability is given if the Software can be accessed via an Internet connection in Austria that corresponds to the system specifications as described in the specification. Maintenance work announced by the operator does not reduce availability.

4.2 Higher availability must be agreed separately.

5. Rights and duties of the customer

5.1 The customer undertakes to keep secret all access data to the software (e.g. passwords, API keys).

5.2 The Customer undertakes to refrain from any actions that endanger the functionality or operation of the Software. In particular, the Customer is prohibited from actions that scan or test weak points of the Software, bypass security systems or access systems of the Software or integrate malicious programs into the Software.

5.3 The customer guarantees that he has all necessary rights (such as copyrights, ancillary copyrights, industrial property rights, trademark rights) for the processing of the uploaded photos.

6. Duration of contract

6.1 This contract begins with the activation of the account and is concluded for an indefinite period of time. Changes to the selected tariff (upgrade and downgrade) will take effect immediately. The respective minimum contract period (see point 6.2) will start again at the same time.

6.2 This Agreement may be terminated by either party by giving one month's written notice to the end of the relevant billing period by registered letter. In addition, the customer has the option of terminating the contract directly in the "My Account" section of the account, observing the notice period. The cancellation becomes effective on the day after the last day of the billing period.

6.3 The customer has the possibility to use the API interface provided by the operator free of charge for the duration offered by the operator or to the extent offered by the operator. In this case the customer is obliged to point out the recipients of the processed photos to the operator by means of a link provided by the operator. If the tariff chosen by the customer provides for the advertising of the software, this obligation also exists in the paid use of the software.

6.4 This contract can be terminated by the operator with immediate effect for good cause. An important reason is in any case if

6.4.1. the customer violates the provisions of this contract and does not cease the breach of contract within a period of seven working days even after written reminder;

6.4.2. the Customer is insolvent or insolvency proceedings are opened against the Customer's assets or an application for such proceedings to be opened is rejected due to lack of cost-covering assets;

6.4.3. the Customer violates Section 5.3 or Section 3.8 of this Agreement.

7. Terms of payment

7.1 All fees for recurring services are due before the start of the respective billing period. The billing period begins on the day the contract is concluded and ends after one month. Monthly credits not used in a billing period expire at the end of the billing period and cannot be transferred to the next billing period.

7.2 Taxes and duties in connection with the current fee shall be paid by the Customer. The customer hereby indemnifies and holds the operator harmless.

7.3 The activation of the customer takes place as soon as the current fee has been paid. If the customer is also only in arrears for one day, the operator is entitled to prohibit the customer from continuing to use the software and to discontinue all services. This does not affect the customer's obligation to pay the agreed fee.

7.4 Reminder charges will be charged at EUR 12.00 per reminder.

7.5 The customer is not entitled to set off claims against the operator if these claims have not been legally established by a court.

8. Warranty and liability

8.1 The warranty for the result of the software and availability is excluded. Should a warranty claim nevertheless exist, the warranty period shall be six months.

8.2 The operator is not liable for the speed of the software, the availability, data loss or the correctness of the result. In addition, the liability of the operator is excluded, unless the damage was caused intentionally or grossly negligently. This does not apply to injuries to the life or health of a person.

8.3 The liability of the operator is in any case limited to the amount that the customer has paid as current charge in the last 3 months before the event causing the liability.

9 Confidentiality and data protection

9.1 The customer receives all information on data protection at www.remove.bg/privacy

10. Contact by e-mail

10.1 The customer agrees with the establishment of contact by e-mail by the operator for purposes of information and advertising about its products and product developments as well as news.

10.2 The customer agrees to be named by remove.bg as a reference.

10.3 The customer can revoke this agreement at any time by sending an e-mail to [email protected]

11. Final provisions

11.1 Austrian law shall apply exclusively to legal disputes arising from this contract. The application of the UN Convention on Contracts for the International Sale of Goods (CISG), the reference standards of the IPRG and the Regulation (EC) No. 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations (Rome I Regulation) is excluded.

11.2 The agreed place of performance shall be the registered office of the Operator.

11.3 The exclusive place of jurisdiction for legal disputes arising from or in connection with this contract shall be the competent court in Vienna-Innere Stadt, Austria.

11.4 Amendments and/or supplements to this Agreement must be made in writing to be effective; the written form is also required for the waiver of this formal requirement.

11.5 Should individual provisions of this Agreement be or become void, unenforceable and/or invalid, this shall not result in the invalidity, unenforceability and/or invalidity of the entire Agreement. In this case, the parties to the contract undertake to agree on a provision which comes as close as possible to the economic purpose of the void, unenforceable and/or invalid provision in place of the void, unenforceable and/or invalid provision.

11.6 If these General Terms and Conditions are available in a language other than German, the German version shall apply exclusively.

Translated with www.DeepL.com/Translator

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