1. PREAMBLE
1.1 These General Terms & Conditions, including the Privacy Policy ("GTC") set out the terms of the contractual relationship ("Agreement") between PlayAI GmbH, a company with limited liability under the laws of Germany, having its registered office at Friedenheimer Brücke 20, 80639 Munich, Germany, registered with the commercial register (Handelsregister) of the local court of Munich under number HRB 293879, ("PlayAI") and their clients ("Clients", each a "Client") (PlayAI and any Client collectively the "Parties" or each a "Party"). The GTC may be subject to any Additional Terms (see Clause 1.7).
1.2 PlayAI is an innovative AI company, who operates an avatar platform ("PlayAI Platform") particularly for the sports industry, where AI-powered avatars – especially – of athletes are created, and that is hosted by PlayAI on behalf of and in collaboration with its Clients.
1.3 For the purposes of these GTC, Client may be either a "Corporate Client" (any sports federation, association, club, agency or other entity in the sports industry) or an "Individual Client" (any individual person in the sports industry, including but not limited to current or former professional athletes, players or coaches). Any reference to "Client" in these GTC applies to both unless specifically stated otherwise.
1.4 The PlayAI Platform includes an interface ("PlayAI Portal"), where Clients can create content featuring their AI avatars ("Content") and distribute such Content to members, fans, sponsors, or other customers of Client ("Customers", each a "Customer") and via Client's social media channels. The PlayAI Platform also includes a customer database solution ("CDS") operated by PlayAI ("PlayAI CDS").
1.5 The Client's AI avatar(s) ("Client Avatar(s)") are created by PlayAI on behalf of and in collaboration with Client based on PlayAI's AI avatar software ("PlayAI's Avatar Software") and are hosted by PlayAI on the PlayAI Platform. As part of this this creation process, AI models – comprising elements of the Client Avatars but not limited to voice clone, visual and gesturing models, personality traits and communication directions ("Client AI Model(s)") – are also generated.
1.6 The creation and distribution of Content allow Client to increase their Customer base (including registered users and share of fan wallet) and their brand awareness, also in new markets and younger target groups. The use of the PlayAI Portal may also support the independency of Client and its communication and marketing departments from the physical availability of Athletes (in the meaning of Clause 2.1) for marketing and communication campaigns. Finally, the use of the PlayAI Portal may position the Client as a technology leader providing one-of-a-kind experiences to its Customer(s).
1.7 These GTC are subject to any additional terms (such as the Fixed Monthly Fee, the number of Client Avatars to be created and free Video Credits, etc.) ("Additional Terms") agreed in writing between the Parties.
1.8 The current version of these GTC (including both General Terms and Conditions and Privacy Policy) is available on the PlayAI website at www.playai.co, and may be amended from time to time.
2. PLAYAI SERVICES AND LICENSE
2.1 PlayAI will create the Client Avatars(s) on behalf of Client. Client Avatars are created from athletes or players, (club) legends, (club) ambassadors, or other individuals ("each an "Athlete"). An Athlete may be (i) an Athlete appointed by the Corporate Client, in respect of whom the Corporate Client hold the necessary AI NIL Rights (as defined in Clause 3.1) at its sole discretion, or (ii) the Individual Client itself. The number of Client Avatars created is subject to the Client's wish and is agreed between the Parties in the Additional Terms.
2.2 The Client Avatar(s) will be created by PlayAI in a personal session by reading in the personal data and characteristics of one or more Athletes into PlayAI's Avatar Software (see Clause 4 (Creation of the Client Avatar)).
2.3 On behalf of Client, PlayAI will (i) create an account for the Client on the PlayAI Portal ("Client Account", see Clause 5 (Creation of Client Account)) and(ii) integrate the Client Avatar(s) on the specific Client Account. PlayAI will support Client to manage the Client Account and the Client Avatars on the PlayAI Portal through the agreed support channels including but not limited to software tools such as Slack, Atlassian and Fresh Desk.
2.4 If agreed, PlayAI will support the Client in connecting the Client Account with Customer data (such as, but not limited to name, email, date of birth etc.) ("Customer Data") to facilitate media campaigns in connection with Content created, either via (i) a CRM Tool operated by the Client or a third-party service provide acting on behalf of the Client, or (ii) the PlayAI CDS.
2.5 Subject to these GTC, PlayAI grants Client during the Term (see Clause 8) a non-exclusive, non-transferable license to use the PlayAI Portal, the PlayAI Content Software (see Clause 6.6) through the PlayAI Platform, and as rights of PlayAI are concerned (see Clause 10.1) to the Client Avatar ("License"). Any third-party use of the Client Avatar(s) is subject to Clause 9.
2.6 Notwithstanding any other provision of these GTC, and subject to prior written approval (or as technically enabled) by PlayAI, the Client, upon request, be granted access to individual components of the Client Avatar, including but not limited to the voice, likeness, image, gestures or other separate features, for independent use ("Partial Use"). The scope and conditions of any Partial Use, including any additional consideration or licensing terms, shall be agreed by the Parties in writing or as specified by PlayAI in the PlayAI Portal. Any such Partial Use shall comply with all applicable rights, restrictions and obligations under these GTC.
3. RESPONSIBILITIES OF THE CLIENT
3.1 The Client ensures access to the Athlete(s) for which Client Avatars shall be created (see details Clause 4) and shall be responsible for creating Content through the PlayAI Portal in its sole discretion. In this respect, the Client warrants to have secured all necessary rights, consents, and approvals (including but not limited to Athletes' personal rights, especially in respect of name, image, likeness for the purpose of AI (collectively "AI NIL Rights"), and IP rights) from each Athlete whose data will be processed (i) to create the Client Avatar and (ii) to create, use and distribute Content of the Client Avatar to Customers on Client's social media channels. Where the Client is an Individual Client, the warranty in this Clause 3.1 above is deemed given by the respective Individual Client itself. The Client shall be liable for and indemnify PlayAI against any infringement of personal rights and/or other rights (such as IP rights) of Athletes through the creation of the Client Avatar or the creation, use and distribution of Content of the Client Avatar to its Customers or on Client's social media channels and or any other user or exploitation of Client Avatar(s) or related Content performed by Client (see also Clauses 11 (Liability) and 12 (Indemnification)).
3.2 The Client shall warrant towards PlayAI that only users authorized by Client get access to any PlayAI Portal password (see Clause 5.3 and 5.5) and can use the Client Account. The Client is liable for all acts and omissions of unauthorized users on or through his Client Account (Clauses 11 (Liability) and 12 (Indemnification)).
3.3 The Client shall connect Customer Data with the Client Account (if applicable and agreed upon by the Parties) to facilitate its media campaigns. PlayAI will support Client to connect its Customer Data with the Client Account as per Clause 2.3.
4. CREATION OF THE CLIENT AVATAR
4.1 The Parties will coordinate date and location for the creation process that includes recording of the Athletes' personal data and characteristics (such as images, mimic, voice and likenesses etc.) ("Creation Process"). The Creation Process will be conducted by educated PlayAI staff. The Parties shall determine the specific date and location of the reading-in process by mutual consultation, acting in good faith. For this purpose, the Parties will consult and coordinate with each other to ensure the scheduling and conduct of the session is reasonable and practicable for both sides.
4.2 The Creation Process lasts approximately fifteen (15) minutes per Athlete/Client Avatar and is carried out by filming Athletes in different positions and actions (speaking, laughing, etc.).
4.3 The Client Avatar will be generated by PlayAI's Avatar Software and hosted securely on the PlayAI Platform within the Client Account.
5. CREATION OF THE CLIENT ACCOUNT
5.1 After the creation of one or more Client Avatar(s), PlayAI will set up a Client Account comprising of Client data (Name), that is related to the respective Client's organization and where the Client Avatars, and/or, upon request, Client AI Models are made available. A Client Account is accessible to one or more individuals acting on behalf of the Client by using the PlayAI Platform (collectively "Users", each a "User").
5.2 (Designated) Users for this Client Account will be invited via email to create their own user account, which will be associated to the Client Account.
5.3 The User shall create their own password and accept these GTC for the purpose of usage of the PlayAI Platform.
5.4 Additional Users can be invited to the Client Account through the PlayAI Portal.
5.5 The Client shall ensure that no unauthorized person gains access to any password for the PlayAI Portal. The Client must accept full responsibility and liability for the actions of any User using the Client's Client Account. PlayAI's right to deactivate, block or delete the Client Account as set forth in Clause 6.4, remains unaffected.
6. USE OF THE PLAYAI PORTAL
6.1 PlayAI shall use commercially reasonable efforts to provide access to the PlayAI Portal on a 24/7 basis throughout the term of the Agreement (see Clause 8 (Term and Termination)). However, the Client acknowledges that continuous, uninterrupted access cannot be guaranteed, and temporary interruptions may occur due to scheduled maintenance, system upgrades, emergency repairs, force majeure events, or other circumstances beyond PlayAI's reasonable control.
6.2 PlayAI shall make reasonable efforts to schedule planned maintenance outside of peak usage hours and to inform the Client of any expected downtime in advance whenever reasonably possible.
6.3 To the fullest extent permitted by applicable law, PlayAI shall not be liable for any damages, direct or indirect, resulting from the temporary non-availability or reduced functionality of the PlayAI Platform, including but not limited to lost profits or data loss, nor shall any such unavailability relieve the Client from its payment obligations under the Agreement.
6.4 PlayAI reserves the right to issue warnings and/or directives to Client and/or to deactivate, block, or delete a Client Account(s) in case of any unauthorized use or use which is not in accordance with the GTC.
6.5 PlayAI cannot verify the correctness and completeness of the information and data (including the Client Profile and the Customer Data). PlayAI, hence, is not liable for any incorrectness or incompleteness of such data.
6.6 The PlayAI Portal provides the opportunity to create Content such as announcements, advertisings etc. of Client Avatars) with PlayAI's content AI-based software ("PlayAI Content Software"). The Content is created by Client in its sole discretion based on language, emotions, and text prompts.
6.7 The Client may create and distribute the Content to Customers and on Client's social media channels in its sole discretion. For the avoidance of doubt, Customers shall not receive other than a right to use the Content, but do not obtain any license thereto.
6.8 PlayAI provides support as set forth in Clause 2 and via agreed support channels in accordance with standard service levels (see also Clause 7.5).
6.9 The use of the PlayAI Portal is always subject to applicable law.
7. CONSIDERATION
7.1 Subject to Clause 7.3. for the services and the License granted, PlayAI shall receive the agreed amount ("Fee") under the payment terms mutually agreed between the Parties in the Additional Terms.
7.2 The Fee is payable in euros, plus VAT (if applicable), and shall be paid within fourteen (14) days after receipt of a proper invoice.
7.3 In addition, to create and distribute Content, the Client may purchase Video Credits either through the PlayAI Portal or as otherwise agreed in the Additional Terms. "Video Credits" are an immaterial unit defining the volume of Content that may be distributed to Customers, whereby the price is based on the potential minutes of Content that can be distributed to Customers in relation to the Client Avatar campaign. The offers for the Video Credits (including packages as per Clause 7.5 and any other discount) ("Video Credit Consideration") are either stipulated on the PlayAI Portal or agreed in the Additional Terms and are in each case based on the volume of Video Credits acquired.
7.4 The regular (subject to change) Video Credit Consideration per item is:
(a) per Client Avatar: fifty thousand (50,000) Video Credits
(b) per Source Video: ten thousand (10,000) Video Credits
A "Source Video" is a unique script, therefore if the source script is used to generate e.g. twelve (12) additional videos (e.g. three (3) different personas in four (4) languages each), then no additional credits will be charged.
(c) per minute of Distributed Video: three (3) Video Credits
A "Distributed Video" is Content in the form a video that is distributed to a Customer or to other third parties by the Client. Video length is measured in brackets:
(d) per Creative Service:
(i) PlayAI shall provide Creative Services (such as individual script creation, video production, personalizations, or other creative tasks) to the Client on a time and material basis. The remuneration for such Creative Services shall be calculated by the hour based on PlayAI rate card
(ii) The number of hours required to perform a specific Creative Service shall be determined by PlayAI based on the estimated effort and communicated to the Client transparently via the PlayAI Portal or any other agreed communication channel prior to the Client's commissioning of the relevant service. The Client shall only be charged after explicit confirmation of the service order.
(iii) Instead of invoicing in euros, the remuneration for Creative Services shall be settled by deducting a defined number of Video Credits ("Creative Services Credits") from the Client's total Video Credit balance. The number of Video Credits to be deducted per hour of Creative Services shall be specified in the PlayAI Portal or otherwise agreed by the Parties in writing in the Additional Terms.
(iv) The deduction of Creative Services Credits occurs immediately upon completion of the respective Creative Service. The Client acknowledges that Credits deducted for Creative Services are non-refundable unless PlayAI fails to render the agreed and confirmed service, or the service was not performed in accordance with the contractual terms.
7.5 The Client may choose between the following offer packages including prices and Video Credit Consideration that deviates from Clause 7.4 ("Pricing Packages"):
(a) Pricing Package "Starter":
(b) Pricing Package "Pro":
or
(c) Pricing Package "Enterprise":
The scope of support may be extended at the sole discretion and the good will of PlayAI.
7.6 The Video Credit Consideration (will in the future be) payable by the Client through its Client Account via payment providers available on the PlayAI Portal (e.g. PayPal, Visa, Mastercard). If agreed in the Additional Terms, Video Credits will be invoiced together with the Monthly Fixed Fee as per the pricing and payment terms agreed in the Additional Terms.
7.7 The Parties can agree (in the Additional Terms) on Video Credits to be included in the Fee. In such case, Client will receive a voucher for such Video Credits and can redeem the voucher on the PlayAI Portal.
7.8 The Client is not entitled to any refund of the Video Credit Consideration if it does not make use of the acquired Video Credits (or parts thereof) or if the Content cannot be distributed to Customers for reasons not attributable to PlayAI.
7.9 Any fees charged by a payment provider for the transaction of the Video Credits shall solely be borne by the Client.
7.10 In the event of use by a Permitted Third Party (as defined in Clause 9.1), the applicable consideration shall be determined pursuant to Clause 9.4.
8. TERM AND TERMINATION
8.1 This Agreement shall be entered into for a fixed term of twelve (12) months ("Initial Term"). Upon expiry of the Initial Term, the Agreement shall automatically renew for consecutive periods of twelve (12) months each (each a "Renewal Term"), unless the Client notifies PlayAI in writing at least two (2) months prior to the end of the current term that it does not wish to continue the Agreement. Ordinary termination during the Initial Term or any Renewal Term is excluded. This does not affect the right of either Party to terminate the Agreement for good cause with immediate effect.
8.2 Each Party may terminate the respective Agreement extraordinarily with immediate effect by giving written notice to the other Party if:
8.3 The right of PlayAI to deactivate, block, or delete the Client Account(s) as per Clause 6.4 remains unaffected.
8.4 After termination of the Agreement, the License ends and Client shall cease to use any rights granted or the PlayAI Portal, the Client Avatar(s) or the Content. The relevant Client Account including the Client's profile will be deleted by PlayAI following termination of the Agreement.
8.5 Upon termination of this Agreement, all Video Credits acquired by the Client shall be deleted and shall no longer be usable by the Client. A refund of the monetary value of unused Video Credits is excluded. This shall not apply if the Agreement is continued between the Parties beyond the Initial Term.
9. THIRD-PARTY USE WITH CLIENT CONSENT
9.1 Notwithstanding the non-transferable nature of the License granted under Clause 2.5, PlayAI may, subject to the prior express approval of the Client in each individual case, enter into a separate usage agreement ("Usage Agreement") with a third party that (i) is a sponsor of the Client or (ii) is contractually affiliated with the Client by virtue of a sponsorship or similar commercial agreement (any agreement in the meaning of this Clause 9.1(i) and (ii) "Partnership Agreement"), allowing such Third Party to use the Client Avatar as well as to create and distribute related Content ("Permitted Third Party").
9.2 Any approval in the meaning of Clause 9.1 must be submitted in writing (email sufficient) by a respective letter agreement including (i) the selection of the relevant Permitted Third Party and determination of their designated login email address, (ii) the confirmation of an existing Partnership Agreement between Client and Permitted Third Party and (iii) the Client Avatar(s) and/or the related Client AI Models for which approval is granted.
9.3 Upon the Client's approval, PlayAI will create a PlayAI Portal account for the Permitted Third Party and provide such account with access to the selected Client Avatar(s) and/or Client AI Models. Clause 5 of these GTC shall apply accordingly to the creation and management of this account. Upon activation of the account and acceptance of the GTC, the Permitted Third Party shall be entitled to use the Client Avatar(s) for the creation and distribution of Content within the scope and under the conditions applicable to a Client under these GTC and the Partnership Agreement.
9.4 Notwithstanding any other applicable Consideration (Clause 7) and notwithstanding Clause 9.5, PlayAI shall receive from the Client:
The full amount of a Pricing Package fee, based on the package offered to the Permitted Third Party, per Clause 7.5.
9.5 Upon provision of the Client Avatars and/or Client AI Models and acceptance of the GTC, and notwithstanding any other applicable Consideration (Clause 7) and notwithstanding Clause 9.4, PlayAI shall receive from the Client:
If and to the extent the relevant Partnership Agreement discloses a total reasonable contract value attributable to the right to use the Client Avatar and related Content, PlayAI shall receive a license fee equal to a arrange between 5-10% (negotiated based on the complexity and services provided) % of that portion of the net contract value which is allocable to the agreed use of the Client Avatar(s) and related Content, but in any event not less than EUR 20,000.- (plus VAT, if applicable).
If the contract value attributable to the right to use the Client Avatar and related Content is unreasonably low, not separately specified, or if the Partnership Agreement or the parties' arrangements are structured in a way to avoid or reduce such consideration, the license fee shall instead be based on the fair market value (arms-length value) of such rights as would be agreed between unrelated parties acting in good faith. PlayAI is entitled to request reasonable information and documentation necessary to verify the basis for the determined contract value.
9.6 PlayAI is under no obligation to verify or monitor the relationship between the Client and any Permitted Third Party, or to review or obtain additional approval from the Client regarding the terms or performance of any agreement concluded between PlayAI and a Permitted Third Party. All arrangements between the Client and the Permitted Third Party, including but not limited to scope, commercial terms, Content restrictions or compliance are the sole responsibility of those parties.
9.7 Notwithstanding other provisions in these GTC, the Client shall indemnify and hold PlayAI harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with the use of the Client Avatar and any related Content by any Permitted Third Party. For the avoidance of doubt, PlayAI shall bear no responsibility or liability whatsoever for any acts or omissions of any Permitted Third Party, including, without limitation, with respect to the duration, manner, nature, purpose, or scope of any use of the Client Avatar or related Content by any Permitted Third Party, or for any modifications, misuses, unlawful, defamatory, fraudulent, infringing, or otherwise objectionable acts or uses carried out by a Permitted Third Party.
9.8 For the avoidance of doubt, the License granted to the Client under these GTC remains non-transferable, and no rights or licenses under this Agreement are or may be assigned, novated, or sublicensed by the Client to any third party.
9.9 The foregoing Clauses 9.1 to 9.8 shall apply likewise if an Athlete who is not an Individual Clients wants to allow a Permitted Third Party the use of the Client Avatar created of this Athlete on behalf of a Corporate Client, as long as the Athlete has obtained approval from this Corporate Client. The warranty obligation pursuant to Clause 3.1 shall remain unaffected.
10. DATA PROTECTION
10.1 Any Corporate Client is a controller according to Art. 4 (7) GDPR for processing personal data according to Art. 4 (1) GDPR of Athletes and Customers for the services agreed upon in this Agreement. In this context, PlayAI is a processor according to Art. 4 (8) GDPR and will only process the personal data on documented instructions from the Corporate Client, including but not limited to the event of supporting it, for example, in reference to any CDS. Therefore, a data processing agreement according to Art. 28 (3) GDPR shall be concluded between the parties (as an Annex to this Agreement) to the extent that PlayAI has access to or processes personal data on behalf of the Corporate Client. In the case of an Individual Client, Clause 10.2 shall apply instead.
The Corporate Client shall ensure that it complies with all requirements of the GDPR, in particular that any processing of personal data fulfills the requirements of Art. 5 GDPR. Accordingly, personal data shall be:
The Corporate Client is advised that it must check whether special categories of personal data are processed and, if so, ensure that the requirements of Article 9 GDPR are implemented.
The Corporate Client is advised that it must check whether they need to carry out a data protection impact assessment according to Art. 35 GDPR before using the services which are agreed upon in this Agreement.
10.2 PlayAI is a controller according to Art. 4 (7) GDPR for processing personal data of the Corporate Client and/or Corporate Client's employees, Athletes or an Individual Client for the services agreed upon in this Agreement. In these cases, PlayAI will meet the requirements of the GDPR as a controller.
11. COPYRIGHTS
11.1 All intellectual property rights to and in the PlayAI Content Software, the PlayAI Avatar Software, the PlayAI Platform, the PlayAI Portal and – subject to the personal rights of Athletes – in the Client Avatar remain exclusively with PlayAI or its licensors. Client is granted a non-exclusive, non-transferable License as per Clause 2.5.
11.2 The Client warrants that it holds all necessary copyrights and other intellectual property rights for any data, images, text messages, or other materials it uploads on the PlayAI Portal and is authorized by Athletes to create Client Avatar and use and distribute Client Content in accordance with this Agreement.
12. COMPLIANCE WITH AI ACT
12.1 Each Party shall comply with all applicable obligations and requirements of the EU Artificial Intelligence Act ("AI Act") as may be amended from time to time, provided the relevant provisions of the AI Act enters into force and places specific obligations on the Parties.
12.2 The Parties acknowledge that the transparency and labelling obligations for synthetic content generated or manipulated by AI systems, as set forth in Article 50 of the AI Act – including but not limited to the requirements to ensure machine-readable and/or human-readable marking that content has been artificially generated or manipulated – shall become binding and fully enforceable as of 2 August 2026 (or any later date as determined by applicable law or regulation).
12.3 Until such date, the Parties shall use reasonable efforts, in accordance with prevailing industry standards, to inform Customers, whenever Content provided via the PlayAI Platform (including but not limited to Client Avatars, voice, text, video, or images) is artificially generated or manipulated.
12.4 PlayAI shall implement and maintain technical functionalities in the PlayAI Platform, the PlayAI Avatar Software, and the PlayAI Content Software as reasonably necessary to enable compliance with Article 50 of the AI Act. The Client and any Permitted Third Party (see Clause 9) shall ensure, when distributing or publishing Content, that such Content is appropriately labelled in accordance with the requirements of applicable law, and shall not intentionally remove, obscure or tamper with such labelling.
12.5 To the extent that the PlayAI Platform, PlayAI Avatar Software or PlayAI Content Software qualify as a general purpose AI model or a high-risk AI system within the meaning of the AI Act, PlayAI and Client undertake to cooperate in good faith to fulfil any further applicable obligations, including but not limited to technical documentation, risk management, transparency, and registration
12.6 The Client and any Permitted Third Party remain responsible for compliance with any obligations under the AI Act that specifically apply to Client's use or distribution of the Client Avatars or related Content. This includes ensuring that social media users and/or Customers are informed where applicable, and that any disclaimers or labeling required by the AI Act are appropriately included.
13. LIABILITY AND LIMITATIONS
13.1 PlayAI shall be liable without limitation for damages arising from (i) intent or gross negligence, (ii) injury to life, body or health, and (iii) any other liability that cannot be legally excluded under applicable law.
13.2 In cases of slight negligence, PlayAI shall only be liable for the breach of essential contractual obligations (cardinal obligations), i.e. those obligations the fulfilment of which is essential for the due performance of the Agreement and the observance of which the Client regularly relies on and may rely on. In such cases, PlayAI's liability shall be limited to foreseeable damages typically arising under this Agreement at the time of the conclusion of the Agreement.
13.3 PlayAI disclaims any liability for indirect or consequential damages, including but not limited to loss of profit, loss of data, business interruption, or reputational harm, except where such liability cannot be excluded under mandatory law.
13.4 Client remains solely responsible for the creation, use and distribution of Client Avatars and the related Content, ensuring that personal rights (e.g., in respect of name, image, mimic, voice, data and likeness) of Athletes are obtained, and for compliance with all applicable law regarding the use and distribution of Content as set out in Clauses 3, 6, and 11 of these GTC. PlayAI shall have no liability for the creation, use and/or distribution of the Client Avatars or related Content by the Client or any unauthorized third party using the Client's access credentials.
13.5 Nothing in these GTC shall exclude or limit PlayAI's liability in cases where liability cannot be excluded or limited pursuant to applicable law.
13.6 The limitations of liability set forth in this Clause 11 shall apply to the same extent for the benefit of PlayAI's affiliated companies, legal representatives, employees, and other vicarious agents.
14. INDEMNIFICATION
14.1 Client shall indemnify, defend, and hold harmless PlayAI, its affiliates, directors, officers, employees, and agents from and against all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
(a) Any breach by the Client of these GTC or any Additional Terms or policies referred to herein.
(b) Any alleged infringement of third-party rights (including intellectual property rights, personal rights, or data protection rights) arising from the Client's creation, use and/or distribution of the Content, Client Avatars and/or the PlayAI Portal.
(c) The Client's failure to obtain the appropriate consents, rights, and licenses from Athletes for the creation and distribution of the Client Avatars or Content.
14.2 In the event of any action or claim for which indemnification is sought, PlayAI shall promptly notify the Client in writing thereof and provide the Client with reasonable assistance, at the Client's expense, in defending against such claims.
14.3 The indemnification set forth in this Clause 14 shall apply to the same extent for the benefit of PlayAI's affiliated companies, legal representatives, employees, and other vicarious agents.
15. MISCELLANEOUS
15.1 Entire Agreement. These GTC, including any referenced annexes and Additional Terms, constitute the entire Agreement between the Parties with respect to the subject matter hereof and supersede any prior agreement or arrangement between the Parties, whether oral or in writing.
15.2 Written Form. No amendments or modifications to these GTC shall be valid unless made in writing and signed by both Parties. This also applies to the requirement of the written form.
15.3 Severability. If any provision of these GTC is held invalid or unenforceable by a competent court, such provision shall be deemed modified to the minimal extent necessary to make it valid and enforceable. If it cannot be modified, it shall be deemed deleted, and the remaining provisions shall continue in full force and effect.
15.4 No Assignment. Neither Party may assign or transfer any of its rights or obligations under these GTC without the prior written consent of the other Party.
15.5 Governing Law and Jurisdiction. These GTC and any dispute or claim arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, excluding its conflict of law rules. The exclusive place of jurisdiction for any disputes arising under or in connection with these GTC shall be the courts in the city where PlayAI has its registered office (Munich), provided applicable law does not mandate otherwise.