General Terms and Conditions
1. Preface
1.1 Swapfaces AI is an AI software developed and sold by Swapfaces AI, a web-based photo processing application. The subject of this contract is the provision of Software as a Service.
2. Subject of the contract
2.1 Swapfaces AI The subject matter of this contract is the temporary, non-exclusive use of the software (hereinafter referred to as “Software”) by the customer (hereinafter referred to as “Customer”) in accordance with point 3 of this contract.
2.2 The Software is only available on the Internet; therefore, the functionality of the Software is dependent on an active Internet connection.
2.3 The Customer’s general terms and conditions do not apply.
2.4 The creation of multiple accounts for the same person is not allowed.
3. Right to use
3.1 The Customer shall be granted a non-exclusive right (limited to the term of this Contract) to use the Software in selected variants worldwide for internal or own use.
3.2 Scope of use (commercial or non-commercial) is based on the tariff chosen by the customer. If the rate selected by Customer so states, Customer may use, process or exploit the results of the Software in any manner, commercial or non-commercial (depending on the rate selected). In the case of non-commercial use, the customer is prohibited from using the results of the software for direct or indirect commercial purposes.
3.3 It is not permitted to transfer the software to third parties for use or otherwise make it available to third parties (e.g. by renting it out).
3.4 Billing is by points, which the customer can earn by paying via Paypal or credit card. Our order process is carried out by our online payment providers Paypal or Stripe.
3.5 Monthly points shall expire at the end of the billing cycle. In the case of using this software, the customer is entitled to process photos for an amount equivalent to the points earned (the equivalent value is based on the corresponding tariff). Photos are considered processed when the download results are provided to the customer (regardless of whether the customer downloaded the photo). The Operator reserves the right to block access to this interface if customers make more than 15% of unsuccessful requests (requests that cannot be processed).
3.6 The Operator shall grant the Customer a right of withdrawal within 14 days from the date of conclusion of the Contract, unless the Customer has already used the Services (even partially). Use under point 6.3 also does not include withdrawal.
3.7. The Operator shall provide the Customer (depending on the selected tariff) with an API interface through which the Customer may integrate the Software into its own websites, applications and software. Customers have the right to integrate the Software into an unlimited number of their own websites, applications and software. Providing API interfaces (paid or free) to third parties is not allowed. Customer may only install API interfaces on the Customer’s website as specified in the Legal Notice. Integration into software and applications is only permitted if the customer has the rights to use the corresponding software.
3.8 The following purposes are prohibited: artificial intelligence research/development (especially the generation of training data), military use, pornography, gambling/betting, terrorism, and the creation of “fake news.”
Used by organizations that commit, encourage, or call for unlawful violence or physical harm against persons or property, or against any group of people based on race, religion, disability, gender, sexual orientation, or national origin.
4. Availability
4.1 When using the paid version, the Operator commits to making the Software available to the Customer 98% of the time within one year (hereinafter referred to as “Availability”). The software is available if it can be accessed via an Internet connection in Hong Kong and if it complies with the system specifications stated in the specifications. Operator-notified maintenance will not reduce availability.
4.2 Higher availability must be agreed separately.
5. Customer’s rights and obligations
5.1 The customer promises to keep all access data (such as passwords, API keys) to the software confidential.
5.2 The customer undertakes not to take any action that damages the functionality or operation of the software. In particular, Customer is prohibited from performing any scanning or testing of software for weaknesses, bypassing software security systems or accessing systems, or integrating malware into the software.
5.3 The Client warrants that it has all rights necessary to process the uploaded photos (e.g. copyright, subsidiary copyrights, industrial property rights, trademark rights).
6. Contract period
6.1 This contract shall take effect from the date of account activation and shall be valid indefinitely. Changes (upgrades and downgrades) to the selected tariff shall be effective immediately. The corresponding minimum contract period (see clause 6.2) shall restart at the same time.
6.2 This contract may be terminated by either party in writing by registered mail at the end of the corresponding accounting period, but one month’s notice is required. In addition, the customer has the option to cancel the contract directly in his account in the “My Account” area.
6.3 Customers can choose to use the API interface provided by the operator for free within the period or within the scope provided by the operator. In this case, the Client is obliged to provide the recipient of the edited photo with information about the Operator via the link provided by the Operator. This obligation also exists when using the software in exchange for payment, if the tariff chosen by the customer provides for the advertising of the software.
6.4 The operator may terminate this contract for just cause with immediate effect. In any event, the following constitute good cause:
6.4.1 If the customer violates the provisions of this contract and does not stop violating the contract within seven working days after being reminded in writing;
6.4.2 If the Client is unable to pay or insolvency proceedings are initiated against the Client’s assets, or an application to initiate such proceedings is refused due to lack of assets to cover the costs;
6.4.3 If the Client breaches Section 5.3 or Section 3.8 of this Agreement.
7. Payment terms
7.1 All recurring service charges are payable before the commencement of the corresponding accounting period. The billing cycle starts from the date the contract is signed and ends one month later.
7.2 Taxes and duties relating to the current charges shall be paid by the Customer. The Customer hereby indemnifies the Operator in this regard.
7.3 Upon payment of the current fee, the Client will be activated immediately. If the Customer defaults, even for just one day, the Operator reserves the right to ban the Customer from further use of the Software and cancel all services. This does not affect the Client’s obligation to pay the agreed fees.
7.4 The Customer shall not have the right to set off claims against the Operator unless such claims have been legally established by a court of law.
8. Warranties and Liabilities
8.1 Any guarantee as to the results of this software and its availability is excluded. Nonetheless, if there is a warranty claim, the warranty period is six months.
8.2 The Operator is not responsible for the speed, availability, data loss or correctness of the results of the Software. Furthermore, the operator is not liable unless the damage is caused intentionally or with gross negligence. This does not apply in the event of death or impairment of health.
8.3 The Operator’s liability shall in any event be limited to the amount of fees continuously paid by the Customer during the last 3 months preceding the event giving rise to liability.
9. CONFIDENTIALITY AND DATA PRIVACY
9.1 In principle, Swapfaces AI does not process any personal data. If the Customer is an individual and the processing is exclusively for personal and household activities, Swapfaces AI shall process all personal data submitted by the Customer exclusively in accordance with the General Data Protection Regulation.
10. Contact via email
10.1 The Client agrees to receive emails from the Operator with information and advertising about its products and product developments, as well as news.
10.2 Client agrees to be designated as a referrer by Swapfaces AI.
10.3 The Client may withdraw consent at any time by sending an email to swapface@deang.ltd.
11. Conclusion clause
11.1 These Terms of Use are governed by the laws of the Hong Kong Special Administrative Region. You agree to submit to the non-exclusive jurisdiction of the Hong Kong courts.
11.2 The agreed place of performance is the Operator’s registered office.
11.3 The exclusive jurisdiction for disputes arising out of or in connection with this contract shall be the competent courts of Hong Kong.
11.4 Changes and/or additions to this contract must be in writing to be effective; any deviation from this formal requirement also requires writing.
11.5 If individual provisions of this contract are invalid, unenforceable and/or invalid, this shall not render the entire contract invalid, unenforceable and/or invalid. In such case, the Contracting Parties undertake to agree on a provision to replace the invalid, unenforceable and/or invalid provision that is as economically close as possible to the purpose pursued by the invalid, unenforceable and/or invalid provision.
