1. Preamble
1.1 PlayAI GmbH (“PlayAI”) is an innovative AI company, who operates an avatar platform (“PlayAI Platform”) particularly for the sports industry where avatars are created and hosted by PlayAI on behalf of and in collaboration with their clients. The PlayAI Platform includes an interface where clients can create and distribute content featuring the avatars (“PlayAI Portal”).
1.2 On the PlayAI Portal sports federations, agencies, and other companies and individuals in the sports industry (“Client”) can create content of their AI avatars (“Content”) and distribute such Content to members, fans, sponsors, and other customers of Client (“Customers”) and Client's social media channels.
1.3 The Client's AI avatar(s) (“Client Avatar(s)”) are created by PlayAI on behalf of and in collaboration with Client based on PlayAI's AI avatar software (“PlayAI's Avatar Software”) and are hosted by PlayAI on the PlayAI Platform.
1.4 The creation and distribution of Content allows Client to increase their Customer base (including registered users and share of fan wallet) and their brand awareness, also in new markets and younger target groups. The use of the PlayAI Portal may also support the independency of Client and their communication and marketing departments from the availability of Individuals as further described in these General Terms & Conditions, including the Privacy Policy (“GTC”) for marketing and communication campaigns. Finally, the use of the PlayAI Portal may position the Client as a technology leader providing one-of-a-kind experiences to its Customer(s).
1.5 These GTC, set out the terms of the contractual relationship (“Agreement”) between PlayAI and its Client (collectively the “Parties” or each a “Party”) subject to any additional terms (such as the Fixed Monthly Fee, the number of Client Avatars to be created and free Video Credits, etc.) (“Additional Terms”) agreed in writing between the Parties.
2. PLAYAI SERVICES AND LICENSE
2.1 PlayAI will create the Client Avatars(s) on behalf of Client. Client Avatars are created from players, legends, (club) ambassadors, or other individuals appointed by Client (“Individuals”) at his sole discretion. The number of Client Avatars created is subject to the Client's wish and is agreed between the Parties in the Additional Terms.
2.2 The Client Avatar(s) will be created by PlayAI in a personal session by reading in the personal data of the Individuals (appointed by Client) into PlayAI's Avatar Software. Dates and location of the session to be coordinated between the Client and PlayAI.
2.3 On behalf of Client, PlayAI will (i) create an account on the PlayAI Portal (“Client Account”), (ii) integrate the Client Avatar(s) on the specific Client Account and (if agreed) (iii) support to connect the Client Account with Client's customer data (such as but not limited to name, email, date of birth etc.) (“Customer Data”) to facilitate media campaigns in connection with Content created.
2.4 PlayAI will support Client to manage the Client Account and the Client Avatars on the PlayAI Portal through the agreed support channels including but not limited to software tools such as Slack, Atlassian and Fresh Desk.
2.5 Subject to these GTC, PlayAI grants Client during the Term (see Clause 8.) a non-exclusive, non-transferable license to use the PlayAI Portal, the PlayAI Content Software (see Clause 6.6) through the PlayAI Platform, and as rights of PlayAI are concerned (see Clause 10.1) to the Client Avatar (“License”).
3. RESPONSIBILITIES OF THE CLIENT
3.1 The Client ensures access to the Individuals for which Client Avatars shall be created on behalf of Client (see details Clause 4) and shall be responsible for creating Content through the PlayAI Portal in its sole discretion. In this respect, the Client warrants to have secured all necessary rights, consents, and approvals from each Individual (including but not limited to personal rights and IP rights) to create the Client Avatar and to create, use and distribute Content of the Client Avatar to Customers on Client's social media channels. The Client shall be liable for and indemnify PlayAI against any infringement of personal rights and/or other rights (such as IP rights) of Individuals through the creation of the Client Avatar or the creation, use and distribution of Content of the Client Avatar to its Customers or on Client's social media channels and/or any other use or exploitation of Client Avatar(s) or related Content performed by Client (see also Clause 11 (Liability) and 12 (Indemnification)).
3.2 The Client shall warrant towards PlayAI that only users authorized by Client get access to the Portal Password (see Clause 5.3) and can use the Client Account. The Client is liable for all acts and omissions of unauthorized users on or through his Client Account (Clause 11 (Liability) and 12 (Indemnification)).
3.3 The Client shall connect Customer Data with the Client Account (if applicable and agreed upon by the Parties) to facilitate its media campaigns. PlayAI will support Client to connect its Customer Data with the Client Account as per Clause 2.3.
4. CREATION OF THE CLIENT'S AVATAR
4.1 The Parties will coordinate the date and location for the reading-in process of the Individuals' personal data (images, mimic, voice and likenesses, etc.). The reading-in process will be conducted by educated PlayAI staff.
4.2 The reading-in process lasts approximately fifteen (15) minutes per Individual/Client Avatar and is carried out by filming Individuals in different positions and actions (speaking, laughing, etc.).
4.3 The Client Avatar will be generated by PlayAI's Avatar Software and hosted securely on the PlayAI Platform within the Client Account.
5. CREATION OF THE CLIENT ACCOUNT
5.1 After the creation of one or more Client Avatar(s), PlayAI will set up a Client Organization Account comprising Client data (Name).
5.2 Users for this Client will be invited via email to create their own user account, which will be associated with the Client Organization.
5.3 The User will create their own password and accept the Terms and Conditions of usage.
5.4 Additional Users can be invited to the Client Organization through the portal.
5.5 The Client shall ensure that no unauthorized person gains access to a Password for the Portal. The Client must accept full responsibility and liability for the actions of users using their Client Account(s).
6. USE OF THE PLAYAI PORTAL
6.1 PlayAI shall use commercially reasonable efforts to provide access to the PlayAI Portal on a 24/7 basis throughout the term of the Agreement. However, the Client acknowledges that continuous, uninterrupted access cannot be guaranteed, and temporary interruptions may occur due to scheduled maintenance, system upgrades, emergency repairs, force majeure events, or other circumstances beyond PlayAI's reasonable control.
6.2 PlayAI shall make reasonable efforts to schedule planned maintenance outside of peak usage hours and to inform the Client of any expected downtime in advance whenever reasonably possible.
6.3 To the fullest extent permitted by applicable law, PlayAI shall not be liable for any damages, direct or indirect, resulting from the temporary non-availability or reduced functionality of the PlayAI Platform, including but not limited to lost profits or data loss, nor shall any such unavailability relieve the Client from its payment obligations under the Agreement.
6.4 PlayAI reserves the right to issue warnings and/or directives to Client and/or to deactivate, block, or delete a Client Account(s) in case of any unauthorized use or use which is not in accordance with the GTC.
6.5 PlayAI cannot verify the correctness and completeness of the information and data (including the Client Profile and the Customer Data). PlayAI, hence, is not liable for any incorrectness or incompleteness of such data.
6.6 The PlayAI Portal provides the opportunity to create Content such as announcements, advertisings, etc., of Client Avatars with PlayAI's content AI-based software (“PlayAI Content Software”). The Content is created by Client in its sole discretion based on language, emotions, and text prompts.
6.7 The Client may create and distribute the Content to Customers and on Client's social media channels in its sole discretion.
6.8 PlayAI provides support via agreed support channels in accordance with standard service levels.
6.9 The use of the PlayAI Portal is always subject to applicable law.
7. CONSIDERATION
7.1 For the services and the License granted, PlayAI shall receive the agreed amount (“Fee”) under the payment terms mutually agreed between the Parties in the Additional Terms.
7.2 The Fee is payable in Euros plus VAT (if applicable) and shall be paid within fourteen (14) days after receipt of a proper invoice.
7.3 In addition, to create and distribute Content, the Client may purchase Video Credits through the PlayAI Portal or as agreed in the Additional Terms. The offers for the Video Credits (including any discount) (“Video Credit Consideration”) are stipulated on the PlayAI Portal or agreed in the Additional Terms, whereas any price is based on the volume of Video Credits acquired. “Video Credits” are an immaterial unit defining the volume of Content that may be distributed to Customers, whereby the price is based on the potential minutes of Content that can be distributed to Customers in relation to the Client's avatar campaign.
7.4 The Video Credit Consideration (will in the future be) payable by the Client through its Client Account via payment providers available on the PlayAI Portal (e.g. PayPal, Visa, Mastercard). If agreed in the Additional Terms Video Credits will be invoiced together with the Monthly Fixed Fee as per the pricing and payment terms agreed in the Additional Terms.
7.5 The Parties can agree (in the Additional Terms) on Video Credits to be included in the Fee. In such case, Client will receive a voucher for such Video Credits and can redeem the voucher on the PlayAI Portal.
7.6 The Client is not entitled to any refund of the Video Credit Consideration if it does not make use of the acquired Video Credits (or parts thereof) or if the Content cannot be distributed to Customers for reasons not attributable to PlayAI.
7.7 Any fees charged by a payment provider for the transaction of the Video Credits shall solely be borne by the Client.
8. TERM & TERMINATION
8.1 Each Party may terminate this Agreement by giving three months' notice to the end of a calendar quarter. The notice of termination must be provided in text form (email sufficient).
8.2 Each Party may terminate the respective Agreement extraordinarily with immediate effect by giving written notice to the other Party if:
8.3 The right of PlayAI to deactivate, block, or delete the Client Account(s) as per Clause 6.2 remains unaffected.
8.4 After termination of the Agreement, the License ends and Client shall cease to use any rights granted or the PlayAI Portal, the Client Avatar(s) or the Content. The relevant Client Account including the Client Profile will be deleted by PlayAI following termination of the Agreement.
9. DATA PROTECTION & PRIVACY POLICY
9.1 PlayAI shall not be considered a (joint) controller of Customer Data or data provided in the Client Profile under the EU General Data Protection Regulation (“GDPR”/“DSGVO”).
9.2 The Client maintains exclusive control over any personal data (including Customer Data or data in the Client Profile) processed or stored in its Client Account in connection with its use of the PlayAI Portal. PlayAI does not access Customer Data unless explicitly instructed by the Client or required by law.
10. COPY RIGHTS AND COMPLIANCE WITH AI ACT
10.1 All intellectual property rights to and in the PlayAI Content Software, the PlayAI Avatar Software, the PlayAI Platform, the PlayAI Portal and - subject to the personal rights of Individuals - in the Client Avatar remain exclusively with PlayAI or its licensors. Client is granted a non-exclusive, non-transferable license as per Clause 2.5.
10.2 The Client warrants that it holds all necessary copyrights and other intellectual property rights for any data, images, text messages, or other materials it uploads on the PlayAI Portal and is authorized by Individuals to create Client Avatar and use and distribute Client Content in accordance with this Agreement.
10.3 To the extent applicable, PlayAI will comply with the requirements of the EU Artificial Intelligence Act (“AI Act”), provided the AI Act enters into force and places specific obligations on AI system providers. Should the AI Act impose any specific labeling, documentation, or registration requirements in relation to the Client Avatars or Content, the Parties commit to cooperate in good faith to implement such measures.
10.4 The Client remains responsible for compliance with any obligations under the AI Act that specifically apply to its use or distribution of the Client Avatars or related Content. This includes ensuring that social media users and/or Customers are informed where applicable, and that any disclaimers or labeling required by the AI Act are appropriately included.
11. LIABILITY AND LIMITATIONS
11.1 PlayAI shall be liable without limitation for damages arising from (i) intent or gross negligence, (ii) injury to life, body or health, and (iii) any other liability that cannot be legally excluded under applicable law.
11.2 In cases of slight negligence, PlayAI shall only be liable for the breach of essential contractual obligations (cardinal obligations), i.e. those obligations the fulfilment of which is essential for the due performance of the Agreement and the observance of which the Client regularly relies on and may rely on. In such cases, PlayAI's liability shall be limited to foreseeable damages typically arising under this Agreement at the time of the conclusion of the Agreement.
11.3 PlayAI disclaims any liability for indirect or consequential damages, including but not limited to loss of profit, loss of data, business interruption, or reputational harm, except where such liability cannot be excluded under mandatory law.
11.4 Client remains solely responsible for the creation, use and distribution of Client Avatars and the related Content, ensuring that personal rights (e.g., to images, mimic, voice, data and likenesses) of Individuals are obtained, and for compliance with all applicable law regarding the use and distribution of Content as set out in Clauses 3, 6, and 11 of these GTC. PlayAI shall have no liability for the creation, use and/or distribution of the Client Avatars or related Content by the Client or any unauthorized third party using the Client's access credentials.
11.5 Nothing in these GTC shall exclude or limit PlayAI’s liability in cases where liability cannot be excluded or limited pursuant to applicable law.
12. INDEMNIFICATION
12.1 Client shall indemnify, defend, and hold harmless PlayAI, its affiliates, directors, officers, employees, and agents from and against all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
12.2 In the event of any action or claim for which indemnification is sought, PlayAI shall promptly notify the Client in writing thereof and provide the Client with reasonable assistance, at the Client's expense, in defending against such claims.
12.3 The indemnification set forth in this Clause 12 shall apply to the same extent for the benefit of PlayAI's affiliated companies, legal representatives, employees, and other vicarious agents.
13. MISCELLANEOUS
13.1 Entire Agreement. These GTC, including any referenced annexes and Additional Terms, constitute the entire Agreement between the Parties with respect to the subject matter hereof and supersede any prior agreement or arrangement between the Parties, whether oral or in writing.
13.2 Written Form. No amendments or modifications to these GTC shall be valid unless made in writing and signed by both Parties. This also applies to the requirement of the written form.
13.3 Severability. If any provision of these GTC is held invalid or unenforceable by a competent court, such provision shall be deemed modified to the minimal extent necessary to make it valid and enforceable. If it cannot be modified, it shall be deemed deleted, and the remaining provisions shall continue in full force and effect.
13.4 No Assignment. Neither Party may assign or transfer any of its rights or obligations under these GTC without the prior written consent of the other Party.
13.5 Governing Law and Jurisdiction. These GTC and any dispute or claim arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its conflict of law rules. The exclusive place of jurisdiction for any disputes arising under or in connection with these GTC shall be the courts in the city where PlayAI has its registered seat (Munich), provided applicable law does not mandate otherwise.