Entry into force: April 2, 2025
I.M. Influence Media LTD is a Cyprus limited liability company, registered under number HE429073, whose head office is located at Etolon 1, 2221, Nicosia, Cyprus ("I.M. Influence Media LTD").
I.M. Influence Media LTD offers to its Clients (the "Clients") services of video creation using artificial intelligence.
The services are accessible through the platform ScaleUGC developed by I.M. Influence Media LTD and available at https://app.scaleugc.ai (the "Platform") or through its API (the "API").
The services offered by I.M. Influence Media LTD on the Platform (the "Services") are accessible via:
(together an "Offer")
The API is only accessible to the Client if he subscribes to a Customized offer.
Function of the Terms and Conditions
The general terms and conditions (the "Terms and Conditions") constitute the sole document governing I.M. Influence Media LTD's contractual relationship with the Client and define:
Location of the Terms and Conditions
The Client can find them via a direct link at the bottom of the Platform page.
Acceptance of the Terms and Conditions
The Client accepts the Terms and Conditions when registering on the registration form. If the Client does not accept all Terms and Conditions, they cannot access the Services.
The Terms and Conditions may be supplemented by special conditions which, in the event of contradiction, shall prevail over the Terms and Conditions.
All payments made through the Platform are handled by the payment service provider indicated on the Platform (the "Payment Service Provider").
The Client will contract directly with the Payment Service Provider for implementation of these payments by accepting its terms and conditions.
If the Payment Service Provider rejects or terminates the Client's Subscription, the Client may not use the Services.
Conversely, termination of the contractual relationship between the Client and I.M. Influence Media LTD will result in termination of the Client's contract with the Payment Service Provider.
In the event of any contradiction between the Payment Service Provider's general terms and conditions and the Terms and Conditions, the latter shall prevail.
The Client expressly mandates I.M. Influence Media LTD to transmit to the Payment Service Provider all instructions relating to payments made on the Platform.
The Client is a legal entity acting through a natural person with the power or authority required to enter into a contract in the Client's name and on their behalf.
The Client is a professional, understood as any natural person or legal entity acting for purposes within the scope of their commercial, industrial, artisanal, liberal or agricultural activity, including when acting in the name of or on behalf of another professional.
To access the Services, the Client must have the following hardware or software: a computer, a good internet connection, and Google Chrome.
The Client subscribes to the Services on a subscription basis (the "Subscription"). Each subscription gives the right to a number of credits corresponding to a number of videos that can be generated on the Platform (the "Credits"). The number of Credits is indicated in the Offer.
The Client must enter their email address or be registered on one of the third-party websites listed on the Platform and use the login details of the selected third-party website. The Client expressly authorizes I.M. Influence Media LTD to access their account data on the relevant third-party website.
The Client must then complete the form available on the Platform and provide I.M. Influence Media LTD with all information marked as mandatory.
Once the form has been completed, the Client may either subscribe directly to the Services on the Platform or will be put in contact with I.M. Influence Media LTD to draw up a Customized offers 'Subscription.
7.1 In case of Standard offers' Subscription via the form on the Platform
In case of Standard offers' Subscription, the details of the Offer will be shown directly on the Platform and the Client will be able to choose the one they want.
7.2 In case of Customized offers' Subscription
Once the form has been completed, the Client is put in contact with I.M. Influence Media LTD using the contact details. It is Client's responsibility to provide I.M. Influence Media LTD with the relevant information and documents to enable it to identify its needs and expectations. I.M. Influence Media LTD will then analyze the Client's needs and will draw up a personalized offer on this basis which must be validated by the Client. I.M. Influence Media LTD will then send an email link enabling the Client to pay for this Customized offer 'Subscription. A summary of the Customized offer 'Subscription will be available at the time of payment (the "Summary"). Payment will constitute acceptance of the Customized offer 'Subscription.
Any validation of a Customized offer 'Subscription, whether express or implied, implies full acceptance of these Terms and Conditions, in their version in force at the date of the payment of the Customized offer 'Subscription. Any acceptance subject to a reservation shall be considered null and void.
7.3 Opening and creating a Workspace
Payment of an Offer automatically opens a workspace in the Client's name (a "Workspace") enabling the Client to access the Services using their login and password.
The address entered will be designated as administrator and will be able to invite in the Workspace members users (the "Users") up to the number specified in the subscribed Services. The Client is solely responsible for creating accesses for Users and for their personal use of the Platform.
The Client can choose to open a new Workspace for another team. In this case, they will have to take out a new subscription for the new workspace. There must be one Subscription per workspace.
Before subscribing, the Client acknowledges that they can find out about the characteristics of the Services and their constraints, in particularly technical constraints, on the Platform.
The Client acknowledges that the implementation of the Services requires a connection to the Internet and that the quality of the Services depends on this connection, for which I.M. Influence Media LTD is not responsible.
The Services which may be subscribed to are indicated on the Platform.
Depending on the Offer chosen, the Client will have access to the Services described in the Summary or to the Services described on the Platform.
8.1 Video generation
I.M. Influence Media LTD offers the Client the ability on the Platform to create a final video (the "Video") from: a catalogue of videos made by different creators (the "Creators") in different environments, each with its own particularities (the "Video Models"), videos owned by the Client (the "Client Videos")
I.M. Influence Media LTD offers it Client the option of uploading a script (the "Script") to the Platform in order to create the Video which, on the basis of the chosen Video Model or Client Video, integrates the script, in particular by making the lip-sync and cloning the voice with that of the Video Model Creator, another Creator or the voice of the original voice in the Client Video.
The Client may select several Video Models or Client Videos for the same script. In this case, several Videos will be generated, each corresponding to a Credit.
8.2 Edit Video
If the Client wishes to edit a Video in order to modify it (for example: adding subtitles, adding music), they must download the Video in order to make these modifications outside the Platform. Only modifications permitted under the "Intellectual Property" article may be made.
They may also ask I.M. Influence Media LTD to make the changes. In this case, the Client must contact I.M. Influence Media LTD to agree in writing, in particular by email, Slack, or other Client support communication tools (Intercom, Hubspot) on the modifications to be made and the financial terms.
8.3 Other services
I.M. Influence Media LTD reserves the right to offer any other Service.
9.1 Maintenance
For the duration of the Services, the Client benefits from maintenance, in particular corrective and ongoing maintenance. In this context, access to the Platform may be limited or suspended.
I.M. Influence Media LTD makes every effort to provide the Client with corrective maintenance to correct any malfunction or bug found on the Platform.
The Client also benefits from ongoing maintenance, which I.M. Influence Media LTD may carry out automatically and without prior notice, and which includes improvements to the Platform's functionalities, the addition of new functionalities and/or technical installations used within the framework of the Platform (aiming to introduce minor or major extensions). I.M. Influence Media LTD reserves the right to charge for certain functions.
Access to the Platform may also be limited or suspended for planned maintenance purposes, which may include the corrective and ongoing maintenance operations referred to above.
9.2 Hosting
I.M. Influence Media LTD uses its best efforts to host the Platform, as well as the data produced on the Platform, via a professional hosting service provider, and on servers located in a territory of the European Union.
9.3 Technical support
In the event of any difficulty encountered while using our Services, the Client may contact I.M. Influence Media LTD directly on the Platform.
Technical support service is available from Monday to Friday, excluding Cyprus public holidays, from 9 am to 6 pm, Nicosia time.
Depending on the need identified, I.M. Influence Media LTD will estimate the response time and inform the Client accordingly.
If the Client wishes to modify the content of its Subscription (and in particular the number of Credits), they must:
If the Client wants to upgrade the Offer
If the Client has a Standard offer: the Client can choose another Standard offer or contact I.M. Influence Media LTD to have a Customized offer.
If the Client has a Customized Offer, the Client must contact I.M. Influence Media LTD to obtain a new Customized Offer.
When the Client upgrades from one Offer to another superior, the Subscription they had ends on the day they subscribe to the new upgrade Offer, which then begins on the day of payment. If the Client has not used all the Credits of their current Subscription at the time of subscribing to the new, superior Offer, the remaining Credits are carried over to the new subscription period subscribed to.
If the Client wants to downgrade the Offer
If the Client has a Standard offer: the Client can choose another Standard offer or contact I.M. Influence Media LTD to have a Customized offer.
If the Client has a Customized Offer, the Client must contact I.M. Influence Media LTD to obtain a new Customized Offer.
When the Client downgrade from one Offer to another lower, the new Offer subscribed will begin on the renewal date of the Subscription following the initial subscription period. If the Client has not used all of the Credits of their current Subscription at the end of the Period, Credits will be lost and cannot be carried forward or refunded.
The Subscription starts on the day of subscription for an initial period as indicated on the Platform.
It is tacitly renewed, for successive periods of the same duration as the initial period (together with the initial period, the "Periods"), from date to date, unless the Subscription is terminated under the conditions of article "Termination of the Services".
12.1 Price of Services
The price of the Services subscribed by the Client is indicated:
On the Platform, in case of subscription to a Customized offer, In the Summary, in case of subscription to a Customized offer.
The price is indicated in euros and excludes tax.
Unused Credits are not refunded or carried forward.
If an exchange rate is applied, exchange charges applicable on the date of payment of the price shall be borne by the Client. Where applicable, the Client is solely responsible for the payment of all bank charges relating to the payment of prices, with the exception of I.M. Influence Media LTD's bank charges.
Termination of the Subscription shall be effective at the end of the last Subscription Period in progress. Any Subscription Period started shall be due in full.
I.M. Influence Media LTD's prices may be revised at any time under the conditions of the article "Modification of the Terms and Conditions".
12.2 Invoicing and payment terms
I.M. Influence Media LTD send the Client an invoice for each Period by any useful means.
Payment is by direct debit through the payment service provider indicated on the Platform.
Subscription payments can also be made by bank transfer to the address indicated on I.M. Influence Media LTD's invoices.
The Client warrants that they have all necessary authorisations to use this method of payment.
12.3 Exceeding the number of credits and overage price
Each Offer includes a number of Credits.
When the Client exceeds the number of Credits included in the Offer to which they have subscribed:
12.4 Consequences of late or non-payment
In the event of default or delay in payment, I.M. Influence Media LTD reserves the right, from the day after the due date shown on the invoice, to:
13.1 Intellectual property rights on the Platform
The Platform is I.M. Influence Media LTD's property, as are I.M. Influence Media LTD's software, infrastructures, databases and content of any kind (texts, images, visuals, music, logos, brands, etc.). They are protected by all intellectual property rights or database producers' rights in force. The Client as well as the Users are granted a non-exclusive, personal and non-transferable license to use the Platform in SaaS mode for the duration specified in the article "Duration of the Services".
13.2 Intellectual property and image rights on the Video Models
I.M. Influence Media LTD has the necessary rights to use the Videos Models and, subject to compliance with these terms and conditions and any usage restrictions indicated on the Platform, guarantees the Client in this respect.
The Client undertakes not to disassemble, extract, re-use, copy or, more generally, reproduce, represent, distribute or use the Video Models in any way that would not be allowed according to these terms and conditions or usage restrictions indicated on the Platform, without a written authorization from I.M. Influence Media LTD. In the event of non-compliance with this clause, the Client agrees to pay I.M. Influence Media LTD a lump-sum indemnity of 500.000,00 euros (five hundred thousand euros) per breach, without prejudice to the right of I.M. Influence Media LTD to seek compensation for any additional damages.
This amount shall be payable without prior formal notice.
13.3 Intellectual property and image rights on the Video
Subject to the Integrated's Elements (see below), I.M. Influence Media LTD grant to the Client a non-exclusive, personal and non-transferable license on the Video. I.M. Influence Media LTD cannot grant an exclusive license because of the use of artificial intelligence. I.M. Influence Media LTD cannot guarantee that another I.M. Influence Media LTD Client will not provide a similar or identical Script and choose the same Video Model, generating a Video similar or identical to that which is the subject of this assignment.
The license is granted for the duration of the Subscription and for the world under the conditions and restrictions ("Restrictions") below.
Subject to the Restrictions, the license includes:
Restrictions to the license are as follows: The Client and Users may not use the Video for any purpose that is prejudicial to the Creator and in particular to his dignity, integrity and moral rights.
The Client and Users may not use the Video for any activity, use or content that:
The Client and Users may not use the Video and the Video Model to:
Furthermore, when the Video is created from a Video Model, the Creator may choose to restrict the use of the Video Model to certain fields of activity or certain uses. In this case, the corresponding Restrictions will be specified on the Platform and the Client and Users must comply with them.
In the event of non-compliance with the conditions and/or Restrictions of the license:
Notwithstanding the foregoing, the Client acknowledges and accepts that due to the sensitive nature of image rights, I.M. Influence Media LTD may ask the Client to delete any Videos from all supports where they are used, in the event of a withdrawal request made by the Creator. The Client then undertakes to delete the Videos in the timeframe requested by I.M. Influence Media LTD.
In case of a withdrawal request in the conditions mentioned above, the Client will be liable to I.M. Influence Media LTD for 100 euros (one hundred euros) per day of delay.
Except on the Integrated Elements for which the Client is solely responsible, I.M. Influence Media LTD guarantees the Client that it holds all the necessary rights to grant the license. It guarantees that the Video does not constitute an infringement to the rights of third parties, whatever they may be.
13.4 Intellectual property on the Integrated Elements
The Script, the Client Video, and the elements supplied by the Client for integration into the Video (all together: the "Integrated Elements") remain the property of the Client and may be protected by all industrial and intellectual property rights.
In order to implement the services described in the "Description of Services" section, generate the Videos, and improve the Services, the Client grants I.M. Influence Media LTD, free of charge, a worldwide license to use the Integrated Elements, which includes:
The Client guarantees that the Script and the Integrated Elements do not contain any element likely to infringe the rights of a third party, particularly in terms of counterfeiting, unfair competition or even privacy and image rights, or likely to undermine public order or morality, and that this license does not infringe the rights of third parties, whatever they may be. As a result, the Client guarantees I.M. Influence Media LTD against any infringement of third-party rights, including but not limited to any claims, actions, proceedings, or demands made by a third party against I.M. Influence Media LTD due to a violation of intellectual property rights, contracts, personality rights, or any other legal or regulatory violation. The Client specifically guarantees to I.M. Influence Media LTD that it holds the necessary rights in the event that the Video features or contains the voice of a celebrity or a minor.
The Client is solely responsible for obtaining the authorizations of the personality rights of the persons appearing in the Client Video for the uses he wishes to make but also for the uses made by I.M. Influence Media LTD as set out above. The Client is solely responsible for complying with any limitations imposed by said persons.
By subscribing to the Services, the Client may provide testimonies regarding their use of the Services (the "Testimonies").
Consequently, the Client agrees that I.M. Influence Media LTD may: distribute the Testimonies free of charge on the Platform and on any other Cypriot or foreign websites, published by any companies with which I.M. Influence Media LTD has agreements, by any means and on any medium, for the purposes of promoting the Platform, translate Testimonies into any language, adapt the Testimonies to the technical constraints of the Platform.
The parties may use their respective names, brands and logos, and refer to their respective platforms, as commercial references, for the duration of their contractual relationship and 3 years thereafter.
Without prejudice to the other obligations set out in the Terms and Conditions, the Client undertakes to comply with the following obligations:
16.1 Concerning the provision of information
The Client undertakes to provide I.M. Influence Media LTD with all the information required to subscribe to and use the Services.
16.2 Concerning the Client's Workspace
The Client:
The Client must immediately contact I.M. Influence Media LTD using the contact details provided in article "Company information" if they find that their Workspace has been used without their knowledge. The Client acknowledges that I.M. Influence Media LTD shall have the right to take all appropriate measures in such a case.
The Client is solely responsible for creating access for Users.
16.3 Concerning the use of the Services
The Client is responsible for their use of the Services and any information they share in this context. They are also responsible for the use of the Services and any information shared by Users. The Client undertakes to ensure that the Services are used exclusively by them and/or Users, who are subject to the same obligations as the Client in their use of the Services.
The Client undertakes not to use the Services for purposes other than those for which they were designed, and in particular to:
The Client also refrains from:
The Client is responsible for the Script and the Integrated Elements. I.M. Influence Media LTD shall not be liable if the Script or the Integrated Elements are contrary to the law and/or injure a third party.
The Client acknowledges and accepts that I.M. Influence Media LTD may remove and add Video Models from the Platform at any time. The Client is solely responsible for the use made of the Video, including any commercial exploitation of the Video.
I.M. Influence Media LTD does not guarantee that the Video generated corresponds exactly to the Client's needs and the Client acknowledges that several Videos requiring several Credits may be necessary to achieve the result expected by the Client.
Regarding the use of the API, the Client expressly acknowledges that any usage exceeding 40 requests per second via the API will be considered fraudulent, and access to the Services will be denied to the Users. The Client guarantees compliance by the Users with the obligations set forth in the Terms and conditions regarding the use of the Services.
I.M. Influence Media LTD does not intend for its artificial intelligence system to be used for high-risk purposes, nor does it wish to be classified as a provider of high-risk artificial intelligence. Accordingly, (i) the Client is strictly prohibited from altering, modifying of adapting the Platform for any high-risk purposes and (ii) the Client is strictly prohibited from using the Platform for any purposes deemed high-risk under the applicable AI regulation or any relevant regulatory framework.
The Client shall indemnify I.M. Influence Media LTD against any claim and/or action that may be brought against it as a result of the breach of any of the Client's obligations.
The Client undertakes to fully cover I.M. Influence Media LTD's defense in any proceedings, whether judicial, administrative, or otherwise, related to such a claim or action. This includes, without limitation, all legal fees, attorney's fees, procedural costs, as well as any judgment or damages that I.M. Influence Media LTD may be ordered to pay.
The Client also agrees to indemnify and hold I.M. Influence Media LTD harmless from any loss, damage, liability, or expense (including attorney fees and procedural costs) directly or indirectly resulting from any claim or action brought by a third party in this regard.
I.M. Influence Media LTD undertakes to provide the Services with diligence, it being specified that it is bound by a best-effort obligation.
I.M. Influence Media LTD undertakes to comply with all applicable regulations.
17.1 Concerning the quality of the Services
I.M. Influence Media LTD uses its best effort to provide the Client with quality Services.
To this end, I.M. Influence Media LTD carries out regular checks to check the operation and accessibility of its Services and may carry out maintenance under the conditions specified in article "Maintenance; hosting, technical support".
However, I.M. Influence Media LTD shall not be held liable for temporary difficulties or impossibilities in accessing its Services resulting from:
Furthermore, I.M. Influence Media LTD does not guarantee that the Services as they are subject to constant research to improve their performance and progress, will be totally free of errors, defects or faults.
17.2 Concerning the Platform service level guarantee
I.M. Influence Media LTD offers no guarantee of the Platform's level of service. However, I.M. Influence Media LTD makes every effort to maintain 24/7 access to the Platform, except in the event of scheduled maintenance under the conditions defined in article "Maintenance, hosting, technical support" or in the event of force majeure.
17.3 Concerning the backup of data on the Platform
I.M. Influence Media LTD shall use its best efforts to safeguard all data produced on the Platform.
However, except in the case of proven negligence on the part of I.M. Influence Media LTD, it is not liable for any loss of data during maintenance operations.
17.4 Concerning data storage and security
I.M. Influence Media LTD provides sufficient storage capacity for the operation of the Services.
I.M. Influence Media LTD makes its best efforts to ensure data security by implementing measures to protect infrastructures and the Platform, to detect and prevent malicious acts and to recover data.
17.5 Concerning subcontracting and assignments
I.M. Influence Media LTD may use subcontractors to carry out the Services, and these subcontractors are subject to the same obligations as I.M. Influence Media LTD. Nevertheless, I.M. Influence Media LTD remains solely responsible to the Client for the proper performance of the Services.
I.M. Influence Media LTD may substitute any person who will be subrogated in all its rights and obligations under its contractual relationship with the Client. In such a case, I.M. Influence Media LTD will inform the Client of this substitution by any written means.
I.M. Influence Media LTD's liability is limited solely to proven direct damages suffered by the Client as a result of using the Services.
With the exception of bodily injury, death and gross negligence, and subject to having made a claim by registered letter with acknowledgement of receipt, within a period of one month following the occurrence of the damage, I.M. Influence Media LTD's liability shall not exceed the amounts received by I.M. Influence Media LTD during the 12 months preceding the event giving rise to liability or the duration of provision of its Services, whichever is the shorter.
Proof may be established by any means.
The Client is hereby informed that messages exchanged via the Platform as well as data collected on the Platform and I.M. Influence Media LTD's computer equipment constitute the main accepted mode of proof, in particular to demonstrate the reality of the Services performed and the calculation of their price.
20.1 General provisions
The parties undertake, each insofar as it is concerned, to comply with all legal and regulatory obligations incumbent on them in terms of personal data protection, in particular Cyprus Law 125(I)/2018 on the Protection of Natural Persons Regarding the Processing of Personal Data and the Free Movement of Such Data and Regulation EU 2016/679 of the European Parliament and of the Council of April 27, 2016 (together the "Applicable Regulations").
For the purposes of managing the contractual relationship between the parties, each party processes the personal data of the other party's contact persons in its capacity as data controller within the meaning of the Applicable Regulations, and for the duration hereof.
This processing is necessary for the proper performance of the present contract, and concerns only the identification data (notably surname, first name, e-mail address, telephone number) of the parties.
The personnel of each party, their supervisory departments (auditors in particular) and their subcontractors may have access to the personal data collected.
This processing may give rise to the exercise by the parties' contact persons of their rights under the applicable regulations.
To find out more about the processing carried out by I.M. Influence Media LTD, the Client is invited to consult I.M. Influence Media LTD's privacy policy, which is available on the Platform.
20.2 Processing of personal data by I.M. Influence Media LTD as a processor
To learn more on the processing of their personal data and their rights, the Client is invited to read the privacy policy of I.M. Influence Media LTD.
Unless otherwise agreed in writing by the other party, the parties respectively undertake to keep confidential, for the duration of their contractual relationship and 3 years thereafter, all information relating to or held by the other party of which they may have become aware as part of the conclusion and performance of their contractual relationship.
This obligation does not extend to information:
Confidential information may be passed on to the parties' respective employees, collaborators, trainees, agents and co-contractors, provided that they are subject to the same obligation of confidentiality.
The parties shall not be liable for any failure or delay in the performance of their contractual obligations due to force majeure occurring during the term of their relationship as defined in the applicable law.
If one of the parties is prevented from fulfilling its obligations due to force majeure, it must inform the other party by registered letter with acknowledgement of receipt. Obligations will be suspended on receipt of the letter and must be resumed within a reasonable time once the force majeure has ceased.
The prevented party nevertheless remains bound by the performance of obligations not affected by force majeure and by all payment obligations.
If the force majeure event lasts for more than 30 working days, I.M. Influence Media LTD may immediately terminate its contractual relationship with the Client by any written means.
The Subscription must be terminated by each parties, no later than 72 hours before the end of the current Period, by sending:
Termination of the Subscription shall be effective at the end of the last Subscription Period in progress. Any Subscription Period started shall be due in full.
The Client no longer has access to their Workspace once the Services have ended.
In the event of a breach by one of the Parties of any of its obligations under the Terms and Conditions, the Terms and Conditions will be terminated automatically 15 days after receipt by the defaulting Party of formal notice, which has remained without effect, or if the breach cannot be remedied, by registered letter with acknowledgement of receipt, stating the intention to apply the present clause, without prejudice to any damages which may be claimed from the defaulting Party.
However, in the following limited cases, termination by I.M. Influence Media LTD may take place ipso jure without notice or formal notice, without payment of any compensation, and without prejudice to any other right of I.M. Influence Media LTD, in particular any damages which the I.M. Influence Media LTD may claim, in the event of:
Termination of Services entails deletion of the Client's Workspace.
I.M. Influence Media LTD may modify its Terms and Conditions at any time and will inform the Client by any written means (and in particular by email) at least 10 calendar day before they come into force.
If the Client does not accept these modifications, they must terminate their Subscription in accordance with article "End of Services".
In the event of contradiction or dispute as to the meaning of any term or provision, the English language shall prevail.
The Terms and Conditions are governed by Cyprus law.
In the event of a dispute between the Client and I.M. Influence Media LTD, and in the absence of an amicable agreement within 2 months of the first notification, the dispute shall be submitted to the exclusive jurisdiction of the courts of Nicosia (Cyprus), except in the event of mandatory provisions to the contrary.