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: 11.08.2025

CHAMELAION GmbH, headquartered at Berger Straße 342, D-60385 Frankfurt am Main, Germany, and registered in the Commercial Register at the Local Court of Frankfurt am Main under HRB 136581, VAT Identification Number DE450519324 and economic identification number DE450519324 ("CHAMELAION"), specializes in SaaS-based video translation services and offers the corresponding online services under the domain www.app.chamelaion.com to both consumers and businesses.

The customer wishes to use CHAMELAION's online services for private or business purposes. To enable the customer to use these services, an account must be created, granting access to the subscribed contractual services of CHAMELAION in accordance with these Terms and Conditions.

These Terms and Conditions are available at www.chamelaion.com/terms and can be downloaded and printed by the customer.

CHAMELAION does not store this agreement outside of the website after the contract is concluded. We therefore recommend that the customer download and print a copy at the time of contract conclusion.

CONTENT

  1. Definitions
  2. Scope; Contract Language; Applicable Law
  3. Data Protection Terms
  4. Subject of the Agreement
  5. Services Provided by CHAMELAION
  6. Availability
  7. Contract Formation; Account and Subscription
  8. Free Subscription
  9. Expiry of Tokens (Token Cycle)
  10. Service Changes (Upgrade / Downgrade)
  11. Copyright and Intellectual Property
  12. Customer Obligations
  13. Compensation
  14. Duration and Termination of the Agreement
  15. Right of Withdrawal
  16. Warranty
  17. Liability and Damages
  18. Changes
  19. Final Provisions

Appendix: Service Description

1 DEFINITIONS

1.1 "Terms" refers to these Terms and Conditions;

1.2 "Subscription" is any subscription booked via the website;

1.3 "Account" refers to an individual online user account on CHAMELAION’s systems that allows customers to book a subscription and access contractual services;

1.4 "BGB" refers to the German Civil Code (Bürgerliches Gesetzbuch);

1.5 "CIT Systems" refers to CHAMELAION’s entire IT infrastructure, including all hardware and software components used to provide contractual services;

1.6 "Services" refers to any service provided to customers via our CIT systems, particularly the automated processing of submitted data through audio and video recognition, transcription, and translation of content, including audio and video generation based on submitted data, as well as software tools required for manual post-processing by the customer;

1.7 "GDPR" refers to Regulation (EU) 2016/679 of the European Parliament and Council of April 27, 2016, on the protection of natural persons concerning the processing of personal data, the free movement of such data, and the repeal of Directive 95/46/EC (General Data Protection Regulation);

1.8 “Documentation” means the electronic documentation concerning the functionality of the CIT Systems, which is accessible via the Website at https://www.help.chamelaion.com under the corresponding section;

1.9 "Submitted Data" refers to all data and files that are sent, uploaded, or otherwise entered by the customer into our CIT systems for processing in accordance with the Service Description;

1.10 "Internal Users" refers to users who access the customer's contractual services for internal purposes, such as employees of the customer, 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 they maintain a contractual relationship with the customer and act within the scope of fulfilling their contractual obligations to the customer (i.e., internally);

1.11 "Customer" refers to the individual or company that orders or subscribes to the contractual services or other services as a contractual partner of CHAMELAION;

1.12Service Description” means the listing of the functionalities and specifications of the Contractual Services as set forth in the detailed information available on the Website at https://www.help.chamelaion.com for the service package selected by the Customer, as determined at the time of the conclusion of this Agreement under the individual Subscription model;

1.13 "Project" refers to a project created by the customer on the CIT systems as part of the service usage, in which processed content is generated from submitted data as part of our services;

1.14 "Test Function" has the meaning assigned in Section 5.1(d);

1.15Tokens” are usage-based digital units made available to the Customer under its Subscription and required for the utilization of specific CHAMELAION services (e.g., processing units, analytical processes, translation generation). The number of Tokens available to the Customer depends on the subscribed tariff (Subscription), and the Customer may view their Token consumption and Token balance at any time in their Account. A Token represents a standardized computing unit specified by CHAMELAION for the use of technical resources, as further described in the Documentation;

1.16 "Processed Content" refers to all content that has been created from the processing of submitted data on the CIT systems (particularly video files generated on the CIT systems);

1.17 "Agreement" refers to the contract concluded between the customer and CHAMELAION regarding an account, subscription, and the use of contractual services in accordance with these Terms and Conditions;

1.18 "Contractual Services" refers to all services provided by CHAMELAION, except those designated as test functions;

1.19 "Website" refers to the website accessible under the domain www.chamelaion.com, unless otherwise indicated in the respective context; and

1.20 "Business Days" refers to the days from Monday to Friday, excluding statutory public holidays in Hesse, Germany.

1.21 "Additional Tokens" refers to token units purchased separately by the customer in addition to the regular subscription quota. These tokens can be used exclusively within the current token cycle. They are subject to the same technical conditions as the included tokens as described in the Service Description and expire automatically at the end of the respective token cycle without compensation.

2 SCOPE; CONTRACT LANGUAGE; APPLICABLE LAW

2.1 These Terms and Conditions apply to all agreements concluded between CHAMELAION and the Customer via the website accessible under the domain www.chamelaion.com (the “Website”) concerning CHAMELAION’s Services. In the case of individually concluded so-called Enterprise Packages, which CHAMELAION offers exclusively to selected business customers (B2B), the Special Terms and Conditions for Enterprise Packages (“Enterprise Terms”), provided by way of an Enterprise Order, shall take precedence. The Enterprise Terms explicitly do not apply to Customers qualifying as consumers within the meaning of civil law.

2.2 The language available for contract conclusion is exclusively German. The legally binding contract text is therefore exclusively the German version. Any automatically or manually generated translations into other languages serve only informational purposes and have no direct or indirect legal effect between the parties (purely convenience translations). For interpretation in accordance with Sections 133, 157 of the BGB (German Civil Code), only the German contract text shall be referenced.

2.3 These Terms and Conditions and the Agreement are exclusively governed 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 would lead to the application of another legal system (exclusion of national conflict-of-law provisions). If the customer is a consumer within the meaning of Section 13 BGB, mandatory consumer protection regulations of the country in which the consumer has their habitual residence remain unaffected.

3 DATA PROTECTION TERMS

The current data protection regulations included in the contractual relationship with CHAMELAION are available at

www.chamelaion.com/privacy-policy. The data protection terms are displayed to the customer before concluding a contract or agreement via CHAMELAION’s website. The customer must actively acknowledge and accept these via an inclusion field before completing the order process (for contract formation, see below, Section 7).

4 SUBJECT OF THE AGREEMENT

4.1 Subject to these Terms and the Service Description, CHAMELAION provides the customer with access to the subscribed contractual services for the duration of the contractual relationship, in accordance with the Service Description and applicable documentation.

4.2 The customer shall pay CHAMELAION the agreed compensation as specified in the subscription process or any other order form, provided that the customer receives services designated as chargeable at the time of contract conclusion.

5 SERVICES PROVIDED BY CHAMELAION

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. In addition, the customer may purchase Additional Tokens via the platform during the term for an additional fee, in order to temporarily expand the token quota of their current subscription.

(b) CHAMELAION stores submitted data or processed content only temporarily on its servers, insofar as this is technically necessary for the provision of services. Any further storage of submitted data or processed content occurs only at the customer's request (e.g., by clicking a corresponding button to save a project in progress for later editing). 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. However, access logs may include metadata of submitted data and/or processed content. Further information and regulations on this can be found in our privacy policy at www.chamelaion.com/privacy-policy.

(c) CHAMELAION will only access submitted data and/or processed content if and to the extent necessary to identify and rectify technical errors that may jeopardize the availability of the services. If required for the aforementioned purposes, CHAMELAION may - deviating from Clause 5.1(b) - temporarily store submitted data and/or processed content in individual cases for a maximum period of seventy-two (72) hours if certain error patterns occur during the processing of a project. The submitted data and/or processed content will be encrypted during the error resolution process and automatically deleted afterward. Access to cryptographic keys for decrypting the content and/or processed content is granted only in exceptional cases through a logged process to selected CHAMELAION employees who are bound to confidentiality and only after approval from the company's management. Submitted data and/or processed content stored for error resolution purposes will not be assigned to individual customers.

(d) CHAMELAION may, at its discretion, provide customers with additional features for testing in alpha or beta versions ("Test Features"). These test features will be explicitly labeled as such or as an alpha or beta version. CHAMELAION may voluntarily make them available to all or selected customers. Test features are intended for experimental use by the customer and evaluation by CHAMELAION and are expressly not contractual services under these Terms & Conditions. Test features are not fully developed services or functions and may contain errors or other inaccuracies, for which CHAMELAION assumes no liability. CHAMELAION may modify, adjust, or discontinue test features at any time (including without replacement).

(e) Additional services beyond basic customer support (e.g., individual consultation beyond simple support inquiries, custom development, implementation, or training services) are only owed by CHAMELAION upon explicit written (individual) agreement with the customer.

(f) CHAMELAION is entitled to engage third parties, in whole or in part, in fulfilling its contractual obligations while ensuring compliance with legal requirements (in particular, applicable data protection laws).

(g) The customer may grant internal users access to the subscribed services at their discretion, provided that their subscription model allows for such access. However, the customer is fully liable for the use of the services by internal users and must ensure that internal users are aware of and comply with all restrictions for service usage as set forth in this agreement. The customer is obligated to promptly inform CHAMELAION of any suspected or alleged violations of this agreement and to cooperate with CHAMELAION in investigating such violations, as well as in any actions taken by CHAMELAION to enforce this agreement and its own (particularly data protection-related) obligations.

5.2 Service Changes

(a) Beyond what is necessary to maintain the contractual compliance of the services, CHAMELAION may modify and adjust the contractual services and their functionality if a valid reason necessitates such changes. A valid reason exists if the modifications or adjustments are: (i) required to implement changes in legal requirements or case law; (ii) necessary due to changed technical requirements, such as a new technical environment or other operational reasons; or (iii) needed to adapt to market conditions, such as increased user numbers,or if the changes and adjustments benefit the customer, such as improving user-friendliness or security.

(b) No additional costs will arise for the customer due to changes to the contractual services and their functionality under Clause 5.2(a).

(c) If a change only concerns time-sensitive security updates, feature enhancements, or minor components of the contractual services (such as UI/design or display modifications) and does not constitute a negative change (as defined in Clause 5.2(d)), CHAMELAION will clearly and understandably inform the customer about the change within the customer account. In all other cases, CHAMELAION will notify the customer of the respective change to the contractual service clearly and understandably at least two (2) months in advance via an email notification ("Change Notice"). The Change Notice will include the details and timing of the change, and in the case of negative changes (as defined in Clause 5.2(d)), it will inform the customer of their rights and consequences of inaction as described in Clauses 5.2(d) and 5.2(e).

(d) If a modification materially impairs the Customer’s ability to access or use the Contractual Services (“Adverse Modification”), the Customer shall have the right to terminate the Agreement free of charge with immediate effect as of the date on which the modification becomes effective. To exercise this termination right, the Customer must contact CHAMELAION’s customer support (https://www.help.chamelaion.com) and state the reason for termination. This extraordinary right of termination shall not apply if access to or the 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 their termination right under Clause 5.2(d). CHAMELAION will explicitly inform the customer of this legal consequence in the Change Notice.

(f) These Terms & Conditions apply accordingly to all changes and to the contractual services in their modified form.

6 AVAILABILITY

6.1 CHAMELAION guarantees an average annual availability of at least 98% of operational time for the paid contractual services. The availability calculation excludes any downtime due to 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..

6.2 Subject to the exceptions outlined in Clause 6.1, availability is calculated as the number of hours during which the contractual services are operational, divided by the total number of hours within the respective calendar year.

6.3 Unavoidable downtime resulting from scheduled maintenance will be communicated to the Customer in advance in due time by electronic means (e.g., via e-mail or pop-up notification on the Website).

7 FORMATION OF CONTRACT; ACCOUNT AND SUBSCRIPTION

7.1 To conclude an agreement for CHAMELAION’s services, the Customer must first create an Account by providing an e-mail address and a password, including an active confirmation of having taken note of CHAMELAION’s Privacy Policy (accessible at any time at https://www.chamelaion.com/privacy). In addition, depending on the case, further setup options may be available (e.g., Google Sign-in). Upon registration, the Customer automatically acquires a free Subscription with a highly limited scope of services. The Customer may then optionally purchase a paid Subscription model with an extended scope of services (in each case as set out in the Service Description). If the Customer wishes to subscribe to a paid model, the entry of billing information and payment details is required. For the avoidance of doubt: CHAMELAION’s services may only be used within a Subscription for technical reasons, irrespective of whether such Subscription is free of charge or subject to payment.

7.2 Before submitting a legally binding subscription order, the customer will be shown a summary of their order for review (this also applies to free subscriptions).

Additionally, the customer must actively select checkboxes to confirm agreement with:

  • These Terms & Conditions,
  • The service description,
  • The privacy policy,
  • The data processing agreement (if applicable), and
  • The consumer withdrawal policy ("Inclusion Fields").

If the customer selects the Inclusion Fields and then clicks the "Subscribe" button, they submit a legally binding offer to enter into a contract with CHAMELAION ("Contract Offer").

Until clicking the "Subscribe" button, the customer may cancel the order process at any time or modify their details by deleting, adding, or correcting data in the relevant fields, or by closing their web browser or browser tab.

The "Subscribe" button is only clickable if the customer has selected the Inclusion Fields. By actively selecting these fields, the customer confirms that they have read and acknowledged these Terms & Conditions, the service description, the privacy policy, the data processing agreement (if applicable), and the consumer withdrawal policy.

If the customer intends to transfer third-party personal data to CHAMELAION’s systems while using the services, they must comply with Clause 10.3. This requirement will be explicitly pointed out during the ordering process.

7.3 Since the public part of the website is accessible worldwide, CHAMELAION reserves the right to reject customer requests to enter into a contract. In such cases, CHAMELAION will notify the customer during the purchase process, at the latest when the customer clicks the "Subscribe" button.

7.4 The contract is concluded when, after clicking the "Subscribe" button, the subsequent page loads successfully and a confirmation message is displayed. For clarification: Even when selecting a free subscription, the customer enters into a contract with CHAMELAION, which is free of charge.

7.5 Notwithstanding the foregoing subsections of this Section 7, the agreement for CHAMELAION’s services may also be concluded through other means of distance communication (e.g., via e-mail, SignRequest, or similar). In such case, CHAMELAION shall provide the Customer with these Terms and Conditions, the Service Description, the Privacy Policy, any data processing agreement, and information on the consumer’s right of withdrawal prior to the conclusion of the contract. The agreement shall be concluded once CHAMELAION expressly confirms the conclusion of the contract upon the Customer’s order, or once CHAMELAION provides the Contractual Services to the Customer following the order and informs the Customer of such provision.

7.6 CHAMELAION will begin providing services immediately after the contract has been concluded.

8 FREE SUBSCRIPTION

8.1 CHAMELAION may, at its sole discretion, offer customers a free subscription with severely restricted usage (e.g., a limited number of video translations per month for a specific number of minutes per uploaded video) ("Free Subscription"). The purchase of Additional Tokens is not available under the Free Subscription.

8.2 Both private and business use of a Free Subscription is possible without any usage fees. However, the commercial resale or redistribution of services obtained through a Free Subscription is strictly prohibited.

8.3 CHAMELAION reserves the right to modify, limit, expand, or discontinue any features included in a Free Subscription at any time and at its sole discretion.

8.4 CHAMELAION assumes no liability for damages caused by the unavailability of services provided under a Free Subscription or due to the inherently limited functionality of a Free Subscription.

CHAMELAION explicitly reserves the right to reduce available server-side capacity for Free Subscriptions to zero if high server load caused by paying customers leaves no remaining resources for Free Subscription users.

9 Expiry of Tokens (Token Cycle)

9.1 The Customer acknowledges and agrees that the services provided by CHAMELAION place the highest demands on the technical infrastructure maintained by CHAMELAION and that the Token contingents acquired under a Subscription have therefore been deliberately calculated by CHAMELAION in connection with the provision and offering of various Subscription models (see also the technical background set forth at https://www.help.chamelaion.com). For this reason, the Customer may only use booked Token contingents within the agreed expiration period (“Token Cycle”), as otherwise technically unmanageable usage peaks could arise for CHAMELAION. In each order process, prior to conclusion of the contract, explicit reference is made to this, including an indication of the Token Cycle applicable to the Subscription.

Upon expiry of the respective Token Cycle, any unused inclusive Tokens shall expire without replacement, provided and to the extent that the Customer objectively and reasonably had the opportunity to use the inclusive Tokens. Carry-over or crediting to a new Token Cycle is excluded in this case, unless expressly agreed otherwise in an individual case by way of exception. Section 10.3 (one-time Token carry-over upon Upgrade) remains unaffected.

The Customer may at any time view in its Account the current status of its Token consumption, Token balance, and the Token Cycle.

9.2 Additional Tokens (One-Time Purchase): In addition to the included tokens provided under the respective subscription model, the customer may purchase additional tokens ("Additional Tokens") to temporarily increase their usage quota. These Additional Tokens may be used exclusively during the ongoing token cycle in which they were purchased. Any unused Additional Tokens shall expire without compensation at the end of the respective token cycle, provided the customer had a reasonable and objective opportunity to use them during that cycle. The transfer or crediting of unused Additional Tokens to a subsequent token cycle is excluded. At the beginning of a new token cycle, the customer shall only have access to the regular token quota as defined by their selected subscription model. There is no entitlement to reimbursement, credit, or retrospective use of expired Additional Tokens. The same usage and expiration rules as set forth in Section 9.1 above shall apply.

10 COPYRIGHT AND INTELLECTUAL PROPERTY

10.1 An Upgrade of the selected Subscription is possible at any time. Upon execution of the Upgrade, a new contractual cycle (monthly or annual, depending on the subscribed model) commences as of the time of the Upgrade; the previous Subscription terminates with immediate effect.

10.2 A Downgrade of the selected Subscription is excluded during the current Subscription term; a change to a lower Subscription is only possible by duly terminating the existing Subscription and concluding a new Subscription after the expiry of the current Subscription. Booking a lower Subscription (Downgrade) during the current Subscription shall be deemed termination of the existing Subscription as of the earliest possible date (for the avoidance of doubt: a Downgrade may therefore be chosen and concluded at any time; however, the change to a lower Subscription shall only take effect upon expiry of the current billing period).

10.3 Service contingents from the previous contract (inclusive Tokens) that have not expired pursuant to Section 9 shall, in the event of an Upgrade, be credited to the first billing period of the new contract, provided the Upgrade occurs during the current Subscription (one-time Token carry-over). A payout or subsequent credit in further contractual 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 servicesfor internal purposes for the duration and within the scope of the agreement, subject to the number of internal users for whom the customer has paid CHAMELAION under the subscribed plan.

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. This includes the right to reproduce and distribute such materials to internal users or contractors to the extent necessary for the intended use of the contractual services.

11.3 All rights in relation to the Submitted Data and/or Processed Content shall remain with the Customer. However, the Customer grants CHAMELAION the non-exclusive, worldwide right to use the Submitted Data and/or Processed Content solely for the purpose of providing the Services to the Customer. In particular, the Customer grants CHAMELAION the right to temporarily store, modify, process, translate, enhance, and transmit the Submitted Data and/or Processed Content, as well as to sublicense such rights to CHAMELAION’s subcontractors to the extent necessary and permissible for the provision of the services set forth in the Agreement, subject to compliance with the Privacy Policy.

11.4 CHAMELAION does not claim any copyright over 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, and perpetual rights for unrestricted use of the works for all existing and future forms of use, including the right to modify the works and create derivative works.

12 CUSTOMER OBLIGATIONS

12.1 The customer may use the services exclusively for the purpose agreed upon between the parties. In particular, the customer may not (and shall not permit third parties, including internal users, to) use the services, the processed content generated through the services, the documentation, or any other data, information, or services provided by CHAMELAION for the following purposes, unless CHAMELAION has expressly approved such use in writing where legally permissible:

(a) In connection with or for the operation of critical infrastructure, such as power plants, military or defense facilities, medical devices, or other equipment whose failure or impairment could cause unforeseeable economic or physical harm, including (but not limited to) critical infrastructures as defined in European Directive 2008/114/EC;

(b) For any illegal activities, including the development of applications that infringe third-party rights or violate applicable laws or regulations;

(c) For processing, storing, or transmitting sensitive personal data as defined by Article 9 of the GDPR, particularly (but not limited to) health data, genetic data, biometric data, data on ethnic origin, political opinions, trade union membership, religious or philosophical beliefs, as well as data concerning sexual orientation or preferences;

(d) For sending spam or any other unsolicited advertising;

(e) For conducting benchmark tests or other capacity tests on CHAMELAION’s technical infrastructure;

(f) To develop a similar service whose primary purpose is to translate videos into other languages using generative artificial intelligence (AI);

(g) To develop, market, or train a machine-based video translation algorithm;

(h) To transmit data to CHAMELAION that may not be transferred to or processed by CHAMELAION due to data protection laws, contractual or legal confidentiality obligations, export restrictions, or other legal provisions or third-party rights.

12.2 The customer is obligated to safeguard the access credentials generated for the CHAMELAION systems and must not share them with third parties, unless necessary for the contractually intended and permitted use of the services.

The customer is not authorized to transfer or resell access credentials or access to the services to third parties, unless expressly agreed otherwise.

12.3 The customer is required to comply with all applicable legal provisions regarding the collection, processing, and use of data transmitted to and processed by CHAMELAION in connection with the services under this agreement.

In particular, if the customer intends to transfer personal data to CHAMELAION, the customer must promptly enter into a data processing agreement (DPA) with CHAMELAION (which will be provided by CHAMELAION).

The customer guarantees that they will not collect, process, or use any personal data related to the use of the services without the explicit consent of the affected individual or another valid legal basis. CHAMELAION will reasonably support the customer in fulfilling the required legal obligations.

12.4 The customer shall indemnify CHAMELAION against all third-party claims, including necessary legal defense costs, that are asserted against CHAMELAION due to a culpable violation of this agreement by the customer.

If third parties assert such claims against CHAMELAION, CHAMELAION shall promptly inform the customer of the claims and allow the customer to either assume the defense at their discretion or participate in the defense in cooperation with CHAMELAION.

CHAMELAION shall not settle or acknowledge third-party claims without the customer's consent, which may not be unreasonably withheld or delayed.

CHAMELAION is entitled to request a reasonable advance payment for anticipated legal defense costs. The indemnification obligation also applies to fines or other regulatory or judicial orders and claims.

12.5 The customer may use the services only in compliance with applicable national and international laws and agreements. This explicitly includes export control laws and regulations.

12.6 The customer is prohibited from accessing or monitoring the services using automated processes that generate an excessive number of requests (beyond normal user behavior) to CHAMELAION’s server infrastructure.

13 COMPENSATION

13.1 If compensation has been agreed upon, the customer shall pay the one-time and/or recurring fees specified at the time of contract conclusion. This expressly includes any Additional Tokens purchased separately outside of the subscription model as a one-time transaction.

13.2 All amounts shall be paid in full in the currency specified on the invoice. The customer shall bear all potential bank and transfer fees as well as any currency conversion costs.

13.3 Unless explicitly stated as net amounts, all prices include the applicable statutory value-added tax (VAT).

13.4 Unless otherwise required by law, invoices will be provided exclusively in digital form (e.g., as PDF files via email to the billing email address provided by the customer or for download via the customer account on the website).

13.5 For contractual services with a fixed recurring base fee, payment is due at the beginning of each billing period.

13.6 CHAMELAION reserves the right to suspend customer access to the services if the customer fails to make a due payment after receiving a single payment reminder via email (text form) and being given a reasonable deadline to pay. If the customer settles all outstanding amounts, CHAMELAION will promptly restore access, no later than three (3) business days after full payment is received. Depending on the selected payment method, the following additional conditions apply:

(i) CHAMELAION will notify the customer of the impending suspension after the due date and request payment. If payment is not received within three (3) business days, CHAMELAION is entitled to suspend access to the services. After the suspension, CHAMELAION will again request payment to restore access.

(ii) If CHAMELAION fails to collect the due amount, the customer will be asked to update their payment method or provide a new payment method and will be notified of the impending suspension. If the charge fails again after notification, CHAMELAION may suspend access to the services. After suspension, CHAMELAION will again request the customer to provide a valid payment method to restore access.

(iii) If and to the extent that the customer is required by applicable law to withhold any amount for withholding taxes, duties, fees, or similar charges ("Withholding Taxes") from payments to CHAMELAION and remit them to the relevant tax authorities, the amount payable to CHAMELAION shall be increased by the withheld amount. CHAMELAION must receive an amount equal to the full amount the customer would have paid without such withholding. The customer is responsible for withholding and remitting the withholding taxes in accordance with applicable laws and must provide CHAMELAION with proof of proper withholding and remittance. CHAMELAION will reasonably cooperate with the customer to determine whether such withholding taxes apply and, if applicable, to reduce or reclaim them where legally permitted. If possible, CHAMELAION may assign any potential refund claims for withholding tax to the customer.

14 DURATION AND TERMINATION OF THE AGREEMENT

14.1 The agreement is concluded for an indefinite period. Either party may terminate the agreement at any time, effective at the end of the current billing period.

14.2 If the parties agree on a fixed term, the term will automatically renew for the same fixed period unless the agreement is terminated.

14.3 The statutory right to termination for cause remains unaffected.

14.4 CHAMELAION is entitled to temporarily suspend the customer’s access to the services after prior notification in text form (email to the registered email address), specifying the reason, in the following cases:

(a) In the event of a serious, persistent, imminent, or repeated material breach of these Terms & Conditions, particularly any obligation under Clause 10 (Customer Obligations); or

(b) If CHAMELAION has concrete evidence of abusive automated use in violation of Clause 10.6.

Without prejudice to further rights under the agreement, CHAMELAION will restore access within a reasonable period if the violation is no longer ongoing, no longer imminent, or if the customer provides a binding declaration that the violation will not be repeated.

14.5 In the event of fraudulent activity, CHAMELAION is entitled to immediately and indefinitely suspend the customer’s access to the services.

The customer will be informed in text form (email to the registered email address). A mere suspicion of fraudulent intent is sufficient. Fraudulent intent includes, but is not limited to, the following cases:

(a) The email address used for registration does not exist or is clearly invalid;

(b) The address provided by the customer is non-existent or invalid;

(c) The customer has registered multiple times to abuse the Free Subscription;

(d) The customer has outstanding payments from other contracts with CHAMELAION that have been overdue for more than one (1) month under Section 286 of the German Civil Code (BGB);

(e) The customer is using a fraudulent, lost, stolen, blocked, or otherwise unauthorized payment method;

(f) The customer has disputed or requested a chargeback for a payment without providing CHAMELAION with a valid reason for the dispute or refund request. In this case, access suspension will only remain in effect until the customer provides CHAMELAION with a legitimate reason for the dispute or chargeback.

14.6 For Contractual Services with a maximum monthly usage limit, CHAMELAION permits, for technical reasons, only the contractually agreed use (e.g., until the consumption of purchased Tokens), cf. Section 9. Once the monthly usage limit has been reached, the Customer may no longer use the Contractual Services unless an Upgrade to a higher package (if available) is carried out, which correspondingly increases the usage limit (e.g., by allocating new Tokens), cf. Section 10.

14.7 If the customer only uses free services (especially under a Free Subscription), both parties have the right to terminate the contract at any time without notice.

CHAMELAION may, in particular, terminate the contract without notice if the customer has not used the free services for an extended period.

15 RIGHT OF WITHDRAWAL

If the customer is a consumer within the meaning of Section 13 of the German Civil Code (BGB), the following right of withdrawal applies to paid services (also available at www.chamelaion.com/verbraucherwiderruf):

Right of Withdrawal

You have the right to withdraw from this contract within fourteen (14) days without providing any reason.

The withdrawal period is fourteen (14) days from the day of contract conclusion.

To exercise your right of withdrawal, you must inform us (CHAMELAION GmbH, Berger Straße 342, D-60385 Frankfurt am Main, Germany, registered with the Frankfurt am Main Commercial Register under HRB 136581, VAT ID: DE450519324, Email: support@chamelaion.com, Phone: +49 162 4536164) by means of a clear statement (e.g., a letter sent by post or an email) regarding your decision to withdraw from this contract.

You may use the attached withdrawal form, but it is not mandatory.

To comply with the withdrawal deadline, it is sufficient that you send the notification of exercising your right of withdrawal before the withdrawal period expires.

Consequences of Withdrawal

If you withdraw from this contract, we will reimburse all payments we have received from you, including delivery costs (except for additional costs incurred if you selected a different delivery method than the least expensive standard delivery we offer), without undue delay and no later than fourteen (14) days from the day we receive your withdrawal notice.

For the refund, we will use the same payment method you used for the original transaction, unless explicitly agreed otherwise. In no case will you be charged fees for this refund.

If you have requested that services begin during the withdrawal period, you must pay us an appropriate amount corresponding to the proportion of services already provided up to the time you notify us of your withdrawal, in relation to the total services agreed upon in the contract.

Sample Withdrawal Form

(To be sent to CHAMELAION GmbH, Berger Straße 342, D-60385 Frankfurt am Main, Germany, Email: support@chamelaion.com:

  • I/we (*) hereby withdraw from the contract concluded by me/us (*) for the purchase of the following goods (*) / provision of the following service (*),
  • Ordered on (*) / received on (*),
  • Name of the consumer(s),
  • Address of the consumer(s),
  • Signature of the consumer(s) (only for notification on paper),
  • Date.

(*) Delete as applicable.

16 WARRANTY

16.1 If the customer is a consumer within the meaning of Section 13 of the German Civil Code (BGB), the customer is entitled to the statutory warranty rights.

16.2 If the customer is a business within the meaning of Section 14 of the German Civil Code (BGB), CHAMELAION provides warranty for paid subscriptions only to the extent specified in the following provisions:

(a) If the contractual services provided by CHAMELAION are defective, CHAMELAION may, at its own discretion, provide an improved or new service within a reasonable period after receiving a written complaint from the customer. If third-party software licensed by CHAMELAION is used, obtaining publicly available upgrades, updates, or patches shall be deemed sufficient.

(b) The customer may reduce the agreed compensation by a reasonable amount if CHAMELAION fails to properly provide the contractual services within a reasonable period set by the customer, provided that CHAMELAION is responsible for the failure. The reduction is limited to the portion of services proportionate to the monthly fee that is defective.

(c) If the reduction under Clause 14.2(b) continues for two (2) consecutive months or for two (2) months within a quarter, the customer may terminate the agreement without notice.

(d) The customer must notify CHAMELAION immediately and in writing (email to support@chamelaion.com is sufficient) about any defects.

(e) The customer is required to assist CHAMELAION free of charge in resolving defects, particularly by providing all necessary documents, data, and other information required for analysis and remediation.

(f) For non-paid contractual services, CHAMELAION is only liable for defects if CHAMELAION has fraudulently concealed them.

17 LIABILITY AND DAMAGES

17.1 CHAMELAION shall be liable in accordance with the following provisions. The Customer acknowledges and is aware that the video translation service offered by CHAMELAION is an innovative product incorporating state-of-the-art AI tools, which is subject to continuous development. Due to technical reasons, translations may therefore still contain errors. According to CHAMELAION’s current estimates, however, the error rate is comparatively low and amounts to approximately five percent (5%). CHAMELAION is continuously working on further reducing the error rate.

17.2 CHAMELAION shall be fully liable in cases of intentional misconduct (willful intent) and gross negligence by CHAMELAION or its representatives or vicarious agents, for injury to life, body, or health, under the Product Liability Act, and to the extent of an expressly assumed guarantee.

17.3 In cases of slight negligence, CHAMELAION shall be liable only for breaches of essential contractual obligations. In such cases, liability is limited to typical and foreseeable damages at the time of contract conclusion. An essential contractual obligation in this sense is an obligation whose fulfillment is fundamental to the proper execution of the contract, and on which the other party regularly relies and is entitled to rely.

17.4 In cases under Clause 15.3, CHAMELAION shall not be liable for lost profits, indirect damages, or lack of economic success.

17.5 If the customer is a business within the meaning of Section 14 of the German Civil Code (BGB), the parties agree that the typical and foreseeable damage under Clause 15.3 is limited to the total annual fee payable by the customer.

17.6 Any further liability of CHAMELAION is excluded.

17.7 The foregoing liability provisions shall apply mutatis mutandis to CHAMELAION’s employees, contractors, and other vicarious agents.

18 CHANGES

18.1 CHAMELAION may modify and adjust these Terms & Conditions for the future, if there is a valid reason for the change and if the changes are reasonable, considering both parties' interests. A valid reason exists in particular if:

  • The changes are necessary due to an unforeseeable disruption of the contractual balance at the time of contract conclusion,
  • The changes are required due to technical or legal reasons, or
  • The changes are necessary to introduce new functionalities that require contractual regulation.

A modification of primary contractual obligations is excluded.

18.2 CHAMELAION shall notify the customer of the amended Terms & Conditions at least eight (8) weeks before their planned effective date in text form (e.g., via email), highlighting the new provisions and the effective date.

The customer will be given a reasonable period of at least eight (8) weeks to declare their acceptance of the changes. If the customer does not respond within this period, which starts when the notification is received, the amended Terms & Conditions shall be deemed accepted.

CHAMELAION shall explicitly inform the customer at the beginning of the notification period about this consequence (right to object, objection period, and consequences of non-objection).

If the customer objects to the change within the deadline, either party may terminate the agreement without notice, if it is unreasonable for either party to continue the contract under the previous terms.

19 FINAL PROVISIONS

19.1 The Customer’s general terms and conditions shall not become part of the Agreement unless CHAMELAION has expressly agreed to them in writing in advance.

19.2 Amendments to the Agreement (including these Terms and Conditions) and all ancillary agreements, including the Service Description, the main part of the Agreement, and any appendices, must be made in text form. This requirement also applies to the cancellation of this text form clause.

19.3 The Customer may only set off claims against CHAMELAION or assert a right of retention if its counterclaim is undisputed or has been finally adjudicated, or if the counterclaim is in a reciprocal relationship to the respective claim concerned.

19.4 The exclusive place of jurisdiction for all disputes arising out of or in connection with this Agreement shall be, subject to any mandatory statutory provisions to the contrary, Frankfurt am Main, Federal Republic of Germany, provided that the parties are merchants, the Customer has no general place of jurisdiction in Germany or in another EU Member State, the Customer’s permanent residence has been relocated abroad after these Terms and Conditions entered into force, or the place of residence or habitual abode is unknown at the time the action is brought.

ANNEX SERVICE DESCRIPTION

On the CHAMELAION IT systems, the customer can create a personal account with a username and password. To create an account, the following information is required: Email address and a password to be set by the user, or A Google Account.

2 Once the customer has created an account, they can use CHAMELAION’s contractual services within the subscription models as detailed and available for purchase at www.chamelaion.com/pricing (e.g., token-based quotas).

To subscribe to a paid plan, the following information is required: Name, Date of birth, Email address, Address, Payment details (for paid subscriptions only).

3 Currently, CHAMELAION allows the upload and translation of video files in the following source languages: Arabic, Bulgarian, Czech, Danish, German, Greek, English, Spanish, Estonian, Finnish, French, Hungarian, Indonesian, Italian, Japanese, Korean, Lithuanian, Latvian, Norwegian (Bokmål), Dutch, Polish, Portuguese, Romanian, Russian, Slovak, Slovenian, Swedish, Turkish, Ukrainian, and Chinese. The uploaded videos can be translated into the following target languages: Arabic, Bulgarian, Czech, Danish, German, Greek, English, Spanish, Finnish, French, Indonesian, Italian, Japanese, Korean, Dutch, Polish, Portuguese, Romanian, Russian, Slovak, Swedish, Turkish, Ukrainian, and Chinese. Where required by legal regulations, CHAMELAION may apply machine-readable markings to processed content to indicate that it is AI-generated or manipulated content.

4 In addition to selecting the target language, customers can choose: Whether background sounds from the original should be retained in the translated version. Whether LipSync should be applied. "LipSync" is an experimental technology that, in addition to translating the audio track of uploaded video files, can manipulate the video track to adjust the lip movements of visible speakers so that they align with the spoken words in the target language.

5 After the preprocessing of uploaded video files, customers can use the CHAMELAION Dubbing Studio to fully customize the video translation process, including:Editing transcript texts, Modifying voices, Adjusting sound effects.

Appendix: Service Description

1. Account Creation

1.1 The customer may create a personal account on the CIT Systems using a username and password.
1.2 To create an account, a valid email address and password are required. Optionally, the customer may enter their name in the account settings.

2. Subscription and Booking Requirements

2.1 After creating an account, the customer can access CHAMELAION’s services according to the subscription models presented on the website www.chamelaion.com/pricing.
2.2 To book a subscription, the customer must provide their name, email address, and billing address.
2.3 Depending on the selected payment method, corresponding payment details must be provided (e.g., credit card, SEPA direct debit, PayPal, or Link).
2.4 Business customers may optionally enter their company name and VAT identification number.

3. Upload and Supported Formats

3.1 The customer may upload video files in .mp4 and .mov formats and audio files in .wav and .mp3 formats to the CIT Systems.
3.2 Maximum file size: 1.5 GB
3.3 Maximum length per file: 60 minutes

4. Language Support

Supported source languages:
Arabic, Bulgarian, Chinese, Czech, Danish, Dutch, English, Estonian, Finnish, French, German, Greek, Hungarian, Indonesian, Italian, Japanese, Korean, Latvian, Lithuanian, Norwegian (Bokmål), Polish, Portuguese (all variants), Romanian, Russian, Slovak, Slovenian, Spanish, Swedish, Turkish, Ukrainian.

Supported target languages:
Arabic, Bulgarian, Chinese, Czech, Danish, Dutch, English (American), English (British), Finnish, French, German, Greek, Indonesian, Italian, Japanese, Korean, Polish, Portuguese (Brazilian), Portuguese (non-Brazilian), Romanian, Russian, Slovak, Spanish, Swedish, Turkish, Ukrainian.

5. Functional Options

In addition to selecting the target language, the customer may choose whether:

background noise from the original file should be included in the translated version, lip synchronization (“LipSync”) should be applied,

the translation should be generated in a formal or informal (casual) tone.

Note: LipSync allows visible lip movements to be matched to the translated audio track. This technology is still under development and may not function perfectly.

6. Post-Processing in the Dubbing Studio

After the initial processing of uploaded files, the customer may use the Dubbing Studio to post-edit the entire translation process, including:

editing transcript texts, selecting or adjusting voices, integrating or modifying sound effects.

7. Service Limitations and Quality Notices

7.1 CHAMELAION explicitly states that the provided services are based on AI technologies that are still under development.
7.2 Errors may occur in recognition, translation, dubbing, or lip synchronization.
7.3 Models are not perfect and may misinterpret or incompletely capture content.
7.4 The customer is responsible for reviewing the results and, if necessary, editing them in the Dubbing Studio.
7.5 There is no obligation to provide a completely error-free or “human-level” translation or dubbing quality.

8. Customer Responsibility for Content

8.1 The customer is solely responsible for all content contained in the video and audio files they upload. CHAMELAION provides translation and dubbing services only and does not verify the legal permissibility of the content.
8.2 The customer must ensure that they hold all necessary rights to the uploaded content. This includes, in particular, copyrights, related rights, trademark rights, and other intellectual property rights of third parties.
8.3 If the uploaded content contains images, voices, or other personal data of third parties, the customer is obligated to obtain all necessary consents from the affected individuals before using CHAMELAION’s services.
8.4 If the customer uses CHAMELAION’s services on behalf of a third party or involves additional controllers, the customer must enter into a data processing agreement (DPA) with such parties that complies with the GDPR.
8.5 The customer shall indemnify CHAMELAION against all claims asserted by third parties due to violations of the above obligations.

9. Token Cycle and Expiration

9.1 Tokens or minutes provided under a subscription can only be used within the respective billing or usage period (“Token Cycle”).
9.2 Unused tokens or minutes will expire without compensation at the end of the respective Token Cycle, unless explicitly agreed otherwise in individual cases.
9.3 If the customer purchases additional tokens or minutes beyond the quota included in the subscription, these may also only be used until the end of the current subscription cycle. They will expire without compensation thereafter.