General Terms and Conditions

1. Scope

These General Terms and Conditions (“GTC“) apply to the access to and use of image and video generation and editing software, AI models, datasets, data Services, software and all related Services (together the “Services“) available via https://samsa.ai and https://app.samsa.ai and offered under the Samsa brand by Videodesign.ch GmbH, Pilatusstrasse 18, 6003 Lucerne, Switzerland (“Samsa“).

In order to access or use the Services, you (“Customer“) must agree to these GTC. If you are accessing and using the Services on behalf of a company (e.g. your employer) or other legal entity, you represent and warrant that you have the authority to bind that legal entity to these GTC. “Customer” in this case generally refers to the legal entity.

Samsa may offer Services to which additional conditions may apply. In the event of a conflict between the provisions of these GTC or additional terms and conditions, the additional terms and conditions shall only take precedence if they expressly mention the respective provision of these GTC.

If the Customer does not agree to these GTC, he may not use or access the Services. Unless expressly stated otherwise, any reference to goods and Services is for information purposes only and does not constitute an offer to buy or sell goods or Services.

These GTC, together with the information in the order (website or separate order form) and other documents explicitly mentioned therein or on the Services, form a legally binding agreement (the “Contract“) between Samsa and the Customer. General terms and conditions of the Customer are excluded unless they have been expressly accepted by Samsa in writing.

2. Services

Samsa provides the Customer with the Services in their current version and in accordance with the current GTC.

Samsa is constantly developing and improving its Services and may, at its sole discretion, change or temporarily or permanently discontinue the provision of the Services offered or any part thereof. In the event of material changes to the Services, i.e. changes that significantly alter the nature and scope of the Services provided to the Client under the Agreement, Samsa will notify only those Clients directly affected by such changes and only if reasonably possible.

As part of the development and improvement process, Samsa may also offer some of the Services in preview or trial versions, typically referred to as beta or test versions. The Customer understands and acknowledges that there are risks associated with the use of beta or trial versions. Customer acknowledges that Samsa is under no obligation to notify Customer of any updates or changes to the beta or trial versions. Samsa reserves the right to discontinue any service provided as a beta or trial version at any time and for any reason at its sole discretion.

The Client acknowledges that the Services may use artificial intelligence and machine learning and that this may lead to results that are influenced by the data used to train the algorithms. Although Samsa uses its best efforts to prevent the Services from producing biased Outputs through technical and statistical measures, Samsa does not guarantee that the Outputs are completely free from bias or error. The Customer also accepts that third-party AI models are sometimes used, which means that Samsa does not have full control over the generative process. Samsa reserves the right to replace third party models at any time without the prior consent of the client to ensure the quality and availability of the Services, unless it has been agreed in writing that a specific model or a specific third party provider should be used.

3. Access

In order to gain full access to the Services, it may be necessary for the Customer to register and create an account or provide a technical interface (API). The Customer is required to provide accurate, current and complete information upon registration and to keep their account information up to date. Accounts registered by bots or automated methods are not authorized and will be blocked. The Customer is responsible for maintaining the confidentiality and security of their account details and must not disclose their login details to third parties. The Customer is responsible and fully liable for all activities conducted through their account (including all user accounts managed by the Customer) and must notify Samsa immediately if they suspect that their login credentials have been lost, stolen or their account has otherwise been compromised.

Rights and Obligations of Samsa

Samsa provides the Services to the Customer as agreed in the agreement, but does not guarantee the availability, accuracy or suitability of the Services for a specific purpose.

Samsa:

• provides the Services to the Customer and applies reasonable care and skill in the provision of the Services.
• may engage third parties for all its obligations under these GTC.
• shall be liable to the Customer for its subContractors as for its own negligence and shall ensure that subContractors are bound by appropriate confidentiality and data protection obligations.
• is authorized and may be required by law to block access to the Services or the Customer’s account based on reasonable suspicion of illegal, non-Contractual or unlawful activity. In the event of a block based on reasonable suspicion, the Customer remains liable for all fees and costs incurred during the blocking period.
• may amend the GTC from time to time at its own discretion by publishing an updated version of the GTC on Samsa’s website. Where possible, Samsa will notify the Customer electronically of material changes to the GTC. The Customer should review the GTC regularly and only use the Services once they have accepted the changes to the GTC. Continued use of the Services by the Customer after changes have been made constitutes acceptance of the changes to the GTC.

If the Customer does not agree with a significant change to the GTC, the Customer can object to the change in writing within one month of notification by Samsa. In the event of an objection, Samsa may unilaterally terminate the Contract within 30 days. If Samsa does not do this, the previous GTC will continue to apply unchanged until the next renewal of the subscription period. In the event of a renewal, the GTC valid at the time of renewal shall automatically apply.

Samsa reserves the right, for the purpose of improving its Services, to i) use Feedback provided by the Customer regarding the Services, whether or not the Customer has been invited to provide it, and ii) invite the Customer to provide Feedback via forms, questionnaires and surveys (all such feedback “Feedback“). Samsa shall be entitled to use or not use such Feedback without incurring any financial or other obligation to the Customer. The client assigns all rights (including, but not limited to, intellectual property rights), title and interest in the Feedback to Samsa and acknowledges that it has no claims in respect of the Feedback.

Rights and Obligations of the Customer

The Customer undertakes to use the Services in accordance with the Contract and all legal and moral obligations applicable in the territory in which it is located. The Customer further undertakes not to create or disseminate any content that is offensive, defamatory, otherwise infringing, malicious, harmful to minors, racist, violent, glorifies violence, is politically extremist, sexist, discriminatory or otherwise objectionable or contains political advertising. The Customer shall ensure that his contributions do not violate the rights of third parties (in particular personal rights, copyrights or trademark rights) and/or data protection regulations.

The client is obliged to cooperate in the performance of this agreement to the extent necessary and free of charge. The client is obliged to provide Samsa with all necessary information, documents, materials, access, software interfaces, data and everything else that is reasonably necessary for the provision of the Services.

If the provision of Services under this Contract is delayed due to non-compliance with the Customer’s obligations to cooperate or due to other circumstances for which the Customer is responsible, the Customer shall bear the disadvantages and additional costs incurred.

The client must inform Samsa immediately of any circumstances in its sphere that could jeopardize or be relevant to the provision of the Services, as well as of any misuse or suspected misuse of the Services.

The Customer is prohibited from redistributing the service, using it commercially or granting other parties direct or indirect access to use the service, unless Samsa has expressly permitted this in a separate agreement. Unless expressly permitted by the GTC or separately agreed between the parties, the Customer has no right to share or redistribute the Services in whole or in part in applications, dashboards, APIs, query engines/editors or other Services without the express written consent of Samsa.

Furthermore, the Customer may not:

• circumvent or attempt to circumvent the security protection of the Services;
• upload anything to the Services that contains viruses, Trojan horses, worms, keystroke loggers, spyware, adware or other harmful programs or similar computer code designed to adversely affect the operation of any website, computer software or hardware;
• use the Services in an unlawful or fraudulent manner or for any unlawful or fraudulent purpose or effect;
• access the Services via an automated system or take any action that may place an unreasonable burden on Samsa’s infrastructure;
• circumvent the measures Samsa may use to prevent or restrict access to or use of the Services.

The Customer agrees to refrain from the following without the prior written consent of Samsa:

• attempt to decompile or reverse engineer the Services or any part thereof or derive the source code;
• sell, sublicense, allow access to or otherwise provide access to the Services or parts thereof to third parties.

The Customer agrees not to use or exploit the Services, parts thereof or content contained therein in the context of data mining or similar activities.

The Customer acknowledges that Samsa is entitled to implement appropriate usage parameters to ensure optimal performance, reliability and stability of the Services. The Customer acknowledges that such measures are necessary to maintain system integrity and ensure consistent use of the Services.

The Customer declares and guarantees that he is not excluded from using the Services under the law of Switzerland, his place of residence or any other applicable jurisdiction.

6. Fees and Payment

The fees incurred for the use of the Services are based on the respective Contract.

Unless otherwise agreed, a fixed quota of images to be generated or usable credits is provided per month, which can be extended as required by additional fees as part of the top-up packages offered. Unused quotas expire at the end of the month and cannot be carried over to the following month. For a minimum number of credits, the estimated number of images, videos or AI models that can be generated with them is specified in the Contract. This information is no guarantee that this many images, videos or AI models can actually be generated.

The Customer undertakes to pay all amounts due using the payment methods specified by Samsa. Unless expressly agreed otherwise, all invoices are due for payment within 14 days. The Customer’s access to the Services may be subject to the payment of fees which, unless prohibited by law, are non-cancelable and non-refundable.

The provider reserves the right to change the fees for the Services at any time. Changes will be communicated at least 30 days before the start of the next renewal period and will apply from the new subscription period. If the Customer does not cancel by the end of the current subscription period, the amended fees are deemed to have been accepted. Samsa is entitled to unilaterally increase the fees by 7% each year. In addition, Samsa may adjust the fees once a year in line with a change in the national consumer price index and a change in the CHF-EUR or CHF-USD exchange rate.

7. Term and Termination

The Contract between the parties shall remain in full force and effect until terminated by one of the parties.

In the case of subscriptions, the Contract is automatically renewed for a further subscription period unless it is terminated in due time by one of the parties. Unless otherwise agreed, all Contracts are subscriptions with an initial subscription period of one year.

In the case of fee-based Services, unless explicitly agreed otherwise, either party may terminate the Contract by written notice as follows:

• for subscriptions with a notice period of 30 days to the end of each subscription period
• for open-ended Contracts with a three-month notice period.

Free trial versions and Services provided free of charge can be terminated at any time with immediate effect before the end of the free trial period.

Either party may terminate the Contract at any time with immediate effect by written notice if the other party is in material breach of its Contractual obligations.

Termination shall not affect any rights, obligations or liabilities of either party which have previously accrued or which shall continue in effect after termination. Samsa shall delete the client’s accounts, including all personal data, Inputs and Outputs, within a reasonable period after termination, but shall have the right to retain such data as is necessary to comply with its legal, accounting and tax obligations.

8. Intellectual Property

The Services, including the underlying software, are protected by copyright. This also applies to all content published by Samsa, such as texts, images, logos and the design of the Services. The provision of the Services for use within the scope of these GTC does not constitute a waiver of these rights.

Except as expressly stated below, each party retains all right, title and interest in and to its own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data and other intellectual property rights (“IP Rights“).

IP Rights to data records and prompts that the Customer contributes to the Services (“Input“) shall remain with the Customer in the relationship between the parties. The data records generated by the use of the Services, such as images or videos (“Output“), belong to the Customer in the relationship between the parties. Samsa may use Input and Output without restriction and irrevocably for internal purposes, such as research development and improvement of the Services. For external purposes, Samsa may only use such data in anonymized and aggregated form.

All IP Rights to the Services or parts thereof, including the algorithms trained on the basis of Input and Output, remain the property of Samsa as between the parties.

Samsa grants the Customer a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Services in accordance with the Contract.

Any other use of the Services, including but not limited to copying, distributing, displaying and reproducing the Services or any part thereof, is strictly prohibited without the prior written consent of Samsa.

Systematic retrieval (e.g. scraping) of content from the Services outside of the intended use of the Services for any purpose without Samsa’s prior written permission is strictly prohibited.

The Services may contain open source components. Such components are subject to the respective license.

9. Confidentiality and Data Protection

Samsa collects and processes personal data as described in its data processing agreement, which is available at. Samsa protects the personal data collected through appropriate technical and organizational measures and in accordance with applicable data protection laws.

The Customer authorizes Samsa to use, process and store data relevant to the performance of the Contract and to use anonymized data to improve its Services or for analysis purposes.

The parties may disclose Confidential Information (“Confidential Information“) to each other. Confidential Information includes, in particular, any information that is marked as confidential, such as transaction data, organizational information, information about clients, information about employees, functionalities and features of the Services, or information that is otherwise marked as confidential or could reasonably be considered confidential and attributable to the Client or Samsa.

Publicly available or accessible information and information that the receiving party has lawfully and unrestrictedly obtained or independently developed shall not be considered confidential.

Each party undertakes to protect all Confidential Information that becomes accessible or known on the basis of the GTC. This obligation of confidentiality shall remain in force even after termination of the Contract.

10. Liability

Samsa is fully liable to the Customer for damages resulting from gross negligence or willful misconduct on the part of Samsa. In all other cases, Samsa’s liability under the Contract is excluded to the maximum extent permitted by applicable law.

Samsa is not liable for inaccuracies or incompleteness of the Services or for the incompatibility of the Services with specific objectives that the Customer hopes to achieve, regardless of whether this has been pointed out or not.

Neither party shall be liable for any failure to perform its obligations under this Agreement (other than payment obligations) caused by circumstances beyond the control of the parties (force majeure).

11. Warranties

Customer acknowledges that the Services and the Output are provided “as is” and “as available” and Samsa makes no warranty of any kind with respect to the Services or the information and materials contained therein.

The Customer warrants that it has the necessary rights to use the Input and shall ensure that Samsa’s use of the Input in accordance with this agreement does not in any way, directly or indirectly, infringe the intellectual property rights of any third party. To the extent permitted by law, the Customer shall defend, indemnify and hold Samsa harmless against all claims arising from allegations of infringement of intellectual property rights of third parties due to the use of Inputs by Samsa in accordance with this agreement.

The Customer guarantees that all data about employees or third parties entered into the system, including image and sound recordings, do not violate any personal rights of the employees or third parties. The Customer must ensure that all necessary consents have been obtained for such data and that processing before and after use of the Services is carried out in accordance with the applicable data protection laws. To the extent permitted by law, the Customer must defend, indemnify and hold Samsa harmless against all claims arising from the violation of personal rights or data protection rights. Samsa does not warrant that the Services will be error-free or uninterrupted. Samsa may, in its sole discretion, perform maintenance or improvements to the Services and its infrastructure, and Customer acknowledges that this may result in temporary delays and interruptions from time to time. To the extent reasonably possible, Samsa will notify the Customer in advance of any possible interruptions. Any further warranty is excluded.

Although regular backups of content are performed, Samsa does not guarantee that no data loss or data corruption will occur. Damaged or invalid backup points can be caused by, among other things, content that is damaged before the backup or changes during the backup process.

12. Publicity

Samsa has the right to use the client’s name and logo and a brief description of Services for advertising and marketing purposes and in documents for investors and the like, both online and offline. If further marketing measures have been agreed, the Customer undertakes to support Samsa in a reasonable manner.

13. Miscellaneous

Entire Agreement: This Agreement constitutes the entire agreement between Samsa and the Client and supersedes all prior agreements between the parties relating to the subject matter of this Agreement.

Notifications: Notifications must be made in text form and must be communicated:

• Samsa: By e-mail to hi@samsa.ai.
• the Customer: By publication on the website, by push notification or by e-mail to the last e-mail address provided by the Customer for this purpose. It is the Customer’s responsibility to keep the contact information provided up to date.

No assignment: The Customer may not assign any of its rights, obligations or claims under the Contract without Samsa’s prior consent.

Interpretation of the translation: These GTC may have been translated. The Customer agrees that in the event of a legal dispute, the original German text shall prevail.

Applicable law and place of jurisdiction: These GTC and all legal relationships arising from this Contractual relationship shall be governed by substantive Swiss law, excluding the conflict of laws provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The ordinary court at the registered office of Samsa shall have exclusive jurisdiction for all disputes arising from or in connection with the GTC or a Contract.

Severability clause: Should a clause in these GTC be or become invalid or unenforceable, this shall not affect the validity of the remaining clauses. The invalid or unenforceable clause shall be replaced by a clause that corresponds to the original and hypothetical intention of the Contracting parties. The same applies to loopholes.