Terms & Conditions

General Terms and Conditions for VuppetMaster®

I.       General

The following conditions (the “General Terms of Use”) apply to the use and operation of the VuppetMaster® software at www.vuppetmaster.de, including the functions, tools, content or other products made available here (hereinafter the “Offers”), which are provided by Charamel GmbH, Richard-Wagner-Str. 39, D 50674 Cologne (hereinafter referred to as “Charamel” or “Provider”) as a Software-as-a-Service service via the Internet. By accepting these General Terms of Use as a user during the registration or login process or by accessing or using our offers, you confirm that you accept these General Terms of Use and other applicable terms of use and that you agree to become a party to this binding contract. If you do not agree, you are not entitled to access or use our Services.

II.       Subject of Contract

VuppetMaster® is a 3D real-time animation software for the design, use, programming and animation of interactive 3D avatars and other content (hereinafter “Content”). The software consists of different functions and contents, which can be activated and used depending on the selected license model. The software is provided as a cloud solution in the form of the Software-as-a-service model (Saas) via a server platform provided by the provider.

They are enabled to use the software stored and running on the servers of the provider or of a service provider commissioned by the provider via an Internet connection for their own purposes during the term of this contract and to store and process data. Furthermore, you are entitled, according to the activated scope of services, to integrate and display or link the created contents on external pages and/or applications.

This contract regulates

• the transfer of the software available on www.vuppetmaster.de for use via the Internet
• the storage of the user’s data on the VuppetMaster® servers
  These terms and conditions apply exclusively.
• The contractual conditions of the user are not applicable. Counter-confirmations of the user with reference to his own terms and conditions are expressly contradicted.

The contractual conditions of the user are not applicable. Counter-confirmations of the user with reference to his own terms and conditions are expressly contradicted.

III.       Conclusion of Contract

The possibility of using the applications offered on the VuppetMaster® websites does not constitute an offer, but only an invitation to submit an offer. By completing the booking process of a possible subscription or product, you make an offer to conclude a contract for the use of the corresponding VuppetMaster® service. Charamel accepts this offer by providing the corresponding services. The contract between you and Charamel is only concluded through this acceptance. Charamel is not obliged to conclude a contract. If you make use of paid services, you accept the associated payment obligation and the payment procedures offered by Charamel, depending on your choice.

When using the software of Charamel you have to register, if this has not yet taken place. At the same time, a user account will be created for you if one does not yet exist. You warrant that all data provided by you is true and complete and undertake to keep this data up to date throughout the term of the contract. You also represent and warrant that you are of legal age. In the event that you act on behalf of a legal entity within the scope of certain applications, you warrant that you are authorized to act on behalf of that legal entity. You will provide Charamel, upon request, with evidence of the information assured in accordance with this clause.

IV.       Nature, Scope and Duration of Services

The type and scope of the respective services are listed at www.vuppetmaster.de . By selecting the respective service, the scope and quality, as listed there, as contractually agreed. The following offers are generally available:

• Subscription offers:

Your subscriptions may include software or web services or a combination of software and web services. The subscriptions offered differ in the scope of services, e.g. in scope, usability, billing cycle and can be found in the detailed description. If you subscribe to a quote, you will always gain access to the quote via your account. The subscription to an offer has a fixed term, which is specified at the time of conclusion and can be viewed at any time via your account. Unless otherwise stated, the contract period is valid for at least 12 months. Renewal will be automatic unless terminated in accordance with the termination clause of this Agreement.

• Product Offers / Assets:

dditional products or assets may be licensed in the event that the intended scope of a subscription is not sufficient or additional content or languages are desired. These may be avatars, 3D content and models, language packs, or additional services. The products are subject to a one-time fee that is billed directly to the appropriate account. Products or assets are subject to an available subscription. If a subscription license is not available, it must be added. The usage period of a product ends at the end of a subscription at the latest. Depending on the product, further terms of use may also be relevant for third-party providers of product offers or assets that are obligatory at the time of purchase.

In all other respects, the information contained in the subscription offers and product descriptions available at www.vuppetmaster.de shall apply.

V.       Orders and Terms of Payment

1. Placement of orders

By ordering or renewing a subscription, you agree to the offer details for that subscription. Unless otherwise stated in these offer details, online services are offered “as is”.

If an upgrade and/or downgrade of a subscription is offered by the provider, the downgrade will only be possible after the regular subscription has expired. An upgrade is possible immediately. The difference between the regular subscription and the upgrade subscription will be charged accordingly. The contract period for upgrades and/or downgrades is 12 months unless otherwise stated.

 2. Prices and Payment

Payments are due and payable directly in accordance with the offer details for the selected subscription and/or product. For subscriptions, a monthly fee agreed for the term will be charged which, if offered, will be billed annually in advance for the entire period or monthly with a surcharge.

Various payment options (e.g. Paypal, credit card) are available for payment or invoicing. Charamel is entitled to assign a service provider for the billing of the services. Details regulate the data protection regulations (https://vuppetmaster.de/datenschutz/). If the payment deadline is exceeded, services may be restricted in case of default.

Charamel is entitled to change the prices at any time with announcement.

VI.       Terms of Access and Use

1. Use of offers

Depending on the offer, you may need to log into your account to use or access the offer. It is your sole responsibility or that of the user authorized by you to use it. Access to and use of all Offer(s) is (are) conditional upon, among other things, your timely payment of all applicable amounts for the Offer(s), including taxes and other charges, and compliance with these Terms of Use.

Offers may cause your electronic devices to automatically connect to the Internet (sporadically or periodically), for example, to validate your subscription, grant you access to services (including third party services), or download and install updates or upgrades. This installation will take place without further notice to you. You agree to such connection and validation of your subscription as well as automatic downloading and installation of updates and upgrades.

The Offerings do not include access to the Internet or other networks or communications services, or any hardware, software, storage, security, or other resources necessary to access or use the Offerings. You and your other providers and service providers are responsible for the purchase of all such items and for their reliability, security and performance. Not all offerings and not all features of an offering are available in all languages and in all locations.

2. Rights to the Software

Charamel grants you a non-exclusive, non-transferable and non-sublicensable right to use the offer during the term of a subscription. The software is made available via the Internet. The transfer point for VuppetMaster® services is the router output of the computer center used to the Internet.

Furthermore, you are entitled, at your own discretion, to integrate content created with the software into services and applications provided by you or third parties. This can be websites, applications or other services.

You undertake to use the software and the content made available or produced within the framework of the offer exclusively in accordance with the contract and neither to pass it on to third parties nor to make it accessible to third parties in any other way. The customer is not entitled to reverse engineer, decompile, disassemble, duplicate or use any part of the software to create a separate application.

You hereby acknowledge Charamel as the sole licensor of the Software and the copyrights associated therewith. Charamel’s rights as sole licensor also apply to enhancements to the software provided to you. You hereby acknowledge Charamel’s trademark, name and other rights in and to the Software and related data. You may not remove, alter or otherwise modify any copyright or other similar proprietary notices contained in the Software and related data.

3. Rights to your Data

The data collected, processed and generated by the software is stored on the servers of the data centre. In any case, you remain the sole owner of the data and can therefore at any time demand from Charamel, in particular after termination of the contract, the deletion and/or surrender of individual or all data, without Charamel having a right of retention. The release of the data takes place through electronic transmission via a data network or, by special agreement, through the transfer of data carriers. You have no right to receive software suitable for the use of the data. The responsibility for the permissibility of the collection, processing and use of the data as well as for the protection of all rights lies with you.

4. Violation of of the Terms of Use

In the event of violations of the aforementioned terms of use, Charamel is entitled to terminate the terms of use with you in whole or in part without notice. In this case Charamel additionally reserves the right to assert claims for damages against you resulting from the breach of contract.

A termination without notice is also possible if Charamel is legally obliged to do so or if Charamel decides to discontinue the VuppetMaster® offer completely.

5. Modification of the Terms of Use

Charamel has the right to change, amend or delete these terms of use at any time. Your continued use of the Software and the Offer after any change constitutes your acceptance of such change unless you object to it in writing within two weeks of being notified of the change (by email is sufficient). In the event of your objection to the changes to the terms of use, Charamel has the right to terminate the user relationship with immediate effect.

6. Use for Educational Purposes

he VuppetMaster® Education Subscription (hereafter referred to as Education Subscription) offers students and other members of an educational institution a free 6-month license. If you wish to renew the license after it has expired, you must apply for another subscription, otherwise you will not be able to use the services of the software. An extension will then cover a further 6 months.

To take advantage of the Education subscription offer, you can register with a school or university e-mail address. By doing so, you agree that all information provided is true and complete and you agree to keep it current throughout the term of the subscription. You also represent and warrant that you are at least 14 years of age. At Charamel’s request, you are obliged to provide proof of the data you have provided. The software and related services and applications under the Education License may only be used for purposes directly related to learning, training, research or development activities. It may not be used for commercial, professional, or other for-profit purposes. The use of this offer takes place under exclusion of any warranty rights, as well as liability and revocation possibility.

7. VuppetMaster APIs

When you purchase a subscription, Charamel may grant you access to application programming interfaces, software development systems, tools, libraries, scripts, sample source code, and similar development materials (collectively, “APIs”) specific to your use of the Service. Charamel grants you a non-exclusive, non-sublicensable, non-transferable license to use such APIs (see Software Rights) for the duration of your subscription for such APIs that Charamel provides or delivers to you, subject to compliance with these Terms of Use and payment obligations. Use may only be made as follows: (a) internally in connection with your own authorized internal use of the Service for which the APIs have been provided, and (b) in accordance with the applicable API documentation.

All APIs are confidential and owned by Charamel and may not be disclosed to or disclosed to any third party or used for any purpose other than that permitted by the documentation for the APIs and the other requirements of these Terms of Use. Any other use is prohibited! Use of the APIs is possible for applications, services, modules or components being developed.

8. Use of Third Party Materials (Assets) and Services 

Charamel may provide you with content, designs, models, data, information, documents, libraries, audio files, links, data, applications and other software, services or similar materials (collectively, “Assets”) from third parties in connection with Services. You may use the Licensed Assets for their intended purpose. Other terms of use of third parties may apply, as referred to in the offer. If there are no Third Party Terms of Use, your use must be (a) subject to the same terms and conditions as the offering for which you received the Assets, and (b) solely in connection with your use of that offering. You are solely responsible for determining, obtaining and complying with all third party terms of use. Charamel makes no representations or warranties as to (a) the assets or your use of those assets and (b) the terms and conditions of use of any third party or your compliance with the terms and conditions of use of any third party.

9. Use of your Content

You may need to upload or otherwise share your content in order to access or use certain offerings or for Charamel to provide certain services to you. Charamel will not use your Content except (i) at your request or with your consent – for example, when we provide assistance or handle technical or other issues, (ii) in connection with the provision and improvement of offerings (including the maintenance, backup, updating or other modification of offerings), or (iii) in connection with legal obligations, foreclosure, investigations or proceedings (for example, in response to a legally effective subpoena). As a general rule, Charamel does not review any content posted or otherwise made available in any VuppetMaster offer, website or service. However, Charamel reserves the right to review your Content and may block or remove Content for any reason, including, but not limited to, because it is not in accordance with these Terms of Use (for example, unlawful, abusive or phishing postings or spam). If you provide or make available your Content, you grant Charamel permission to use, reproduce, modify, distribute and make available your Content in connection with the provision of the Offers to you.

You are responsible for all your Content and for ensuring that your Content and its use with any Offer is in compliance with all applicable laws and regulations and these Terms of Use, and that your Content does not infringe or misappropriate any person’s intellectual or other property rights or violate any applicable law or regulation. You acknowledge that online services may be affected by occasional interruptions or failures and that as a result you may not be able to access your Content.

VII.         Maintenance and Service Level

1. Further Development/Change of Performance

Charamel is entitled to carry out further developments and performance changes (e.g. by using newer or other technologies, systems, procedures or standards) at any time in the course of technical progress and performance optimisation. In the event of significant changes in performance, a corresponding notification will be made in good time. If the changes in performance result in significant disadvantages for you, you shall be entitled to extraordinary termination of the contract as of the date of the change. The cancellation must be made in writing to Charamel within two weeks of receipt of the notification by you.

If new versions of the software are made available, Charamel grants you the corresponding rights of use for the respective new version.

2. Operation and Availability

VuppetMaster® will be operated for you in a suitable environment and specification as well as on hardware suitable for the intended purpose, so that we can ensure high availability. We will inform you about planned maintenance intervals in good time. Downtimes, in particular due to periods marked as so-called maintenance windows for optimization and performance increase of VuppetMaster® as well as loss of time for fault rectification due to reasons beyond Charamel’s control and failures due to force majeure are to be accepted and will not be credited.

If you expect or plan a high access load on your platforms, in which the VuppetMaster® software is integrated, a notification to us is obligatory, so that the executability is guaranteed by high access numbers. In the event of failure to do so, liability is excluded.

Any faults in system availability should be reported by you as soon as they become known. A removal takes place immediately.

VIII.       Limited Warranty

According to the state of the art, it is not possible to exclude errors in software under all application conditions. Charamel guarantees, however, that the software mentioned under www.vuppetmaster.de can be used in principle.

Errors in the software and the associated documentation will be eliminated free of charge within a reasonable period of time. The prerequisite for this claim to error elimination is that the error is reproducible. In order to fulfil the warranty obligation, Charamel can, at its own discretion, refund or otherwise compensate the price paid for the software for the downtime or repair or replace the software.

Warranty claims are excluded if the software is not used in accordance with the contract. Furthermore, warranty claims are excluded if you make changes or enhancements to the software.

IX.          Limitation of Liability

Charamel is responsible for ensuring that the software complies with the specifications published on the Internet at http://www.vuppetmaster.de . Charamel assumes no liability for direct or indirect damages, unless liability is required due to intent, gross negligence or other legally determined mandatory liability reasons. In any case, the liability of Charamel is limited to the amount of the price paid for the software. Under no circumstances is Charamel liable for unforeseeable, atypical damages. Consequential damage caused by a defect is generally excluded. The liability because of possibly guaranteed characteristics of Charamel or according to the product liability law remains unaffected. Any further liability, also due to statutory provisions in the case of slight negligence on the part of Charamel, is excluded.

As far as the Charamel liability is excluded or limited, this also applies to the personal liability of the legal representatives, executives and vicarious agents of Charamel.

Charamel does not assume any liability for disruptions on telecommunications connections, for disruptions on line paths within the Internet, in case of force majeure, in case of fault of third parties or of the customer himself. Charamel does not assume any liability for damages that occur if the customer passes on passwords or user IDs to unauthorized persons.

X.           Period and Termination

The subscription period can be found in the respective offer on www.vuppetmaster.de . In general the minimum term is 12 months. The subscription is automatically extended if it is not cancelled in writing at least 3 months before the end of the subscription period. Cancellation must be sent by e-mail to kuendigung@vuppetmaster.de. If there is a “Cancellation”-Button for subscriptions availabe in the user account, it is allowed to cancel the subscription directly. Subscriptions will be end after the paid period.

Products (assets), which were purchased additionally by one-time payment, are only valid in connection with a valid subscription. If a subscription expires, the use of the asset is automatically terminated.

With end of subscription period the access to the software and all contents ends. Contents of the software shared (e. g. on websites) or included into third party applications are not available after end of subscription period.

XI.          Intellectual property rights

Our platform and any associated software, databases, graphics, user interfaces, designs and additional content, names and trademarks are protected by copyright, trademark and additional proprietary rights. In the relationship between you and Charamel, Charamel is the sole owner of all intellectual property rights.

XII.         Privacy Policy / Data Protection

We treat your personal data confidentially at all times. We only use this data if this is necessary within the scope of these terms of use and for the purpose of processing and providing services. Each collection and processing of personal data of users takes place in consideration of the applicable data protection law. Further information about the use of personal data on our platforms can be found in our privacy policy. (https://vuppetmaster.de/datenschutz/)

XIII.       Applicable Law, Place of Jurisdiction and Other Provisions

Charamel may use subcontractors, but remains responsible for fulfilling its obligations if subcontractors are used. Charamel is entitled to transfer rights and obligations in whole or in part to third parties.

Charamel may send declarations to the user by e-mail, telephone or letter, unless otherwise stipulated in the General Terms and Conditions.

Charamel does not participate in any dispute resolution proceedings before any consumer arbitration body. On the European online platform for dispute resolution http://ec.europa.eu/consumers/odr/ you will find information on alternative dispute resolution according to Art. 14 para. 1 ODR-VPO and § 36 VSBG.

Place of performance is the registered office of Charamel GmbH. Place of jurisdiction for merchants within the meaning of the German Commercial Code (HGB) is the registered office of Charamel. German law shall apply to the exclusion of international private law and the UN Convention on Contracts for the International Sale of Goods adopted into German law.

If these General Terms of Use have been translated into another language, the German version shall always be the binding legal basis in the event of a dispute.

Should any provision of the contract be or become invalid, this shall not affect the validity of the remainder of the contract. The contracting parties undertake to replace the invalid provision with one that comes as close as possible to what was intended. The same shall apply if a contractual gap should become apparent.