End User License

Last Updated: September 2024

This End User Agreement (“EUA“) forms an integral part of the accompanying Order Form (“Order Form”). The Order Form and the EUA shall collectively be referred to as this “Agreement“. In the event of a conflict between this EUA and the applicable Order Form, the Order Form shall prevail. This Agreement is entered into on, and made effective as of the Effective Date specified in the Order Form (“Effective Date“). You expressly acknowledge and agree that you, on behalf of yourself and/or your organization (“You” or “User”), are entering into a legal agreement with the D-ID entity listed in the applicable Order Form (“D-ID”) (You and D-ID, each, a “Party” and collectively, the “Parties”), and have understood and agree to comply with, and be legally bound by, the terms and conditions of this Agreement. For the avoidance of doubt, any rights and obligations of D-ID hereunder may be executed by any D-ID entity.

You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.

1. Engagement and Right of Use.

• 1. D-ID is the developer and owner of image animation software technology for creating and/or interacting with video animations and/or virtual agents and/voice cloning (the “Software“). User wishes to engage with D-ID to receive a right to use the applicable D-ID product which uses the Software, as set forth in the Order Form (the “D-ID Product“), in order to make use of the D-ID Product solely for Commercial Use (as defined below) and, if such use is expressly determined in the Order Form, in order to make the D-ID Product available to User’s customers as a managed services provider, solely as part of User’s product (the “User Platform” and “Managed Services“, respectively). The “D-ID Product“as incorporated into the “User Platform” shall be referred to as the “Integrated Product“.

• 2. Subject to the terms and conditions hereunder, D-ID hereby grants User a limited, worldwide, royalty-free, usage-fee based, non-exclusive and non-transferable (except in a permitted assignment as set forth in Section 17 below) right of use during the Term (as defined below) solely to, make Commercial Use of the D-ID Product.

• 3. If User purchases the right to use Managed Services, then D-ID hereby grants User a limited, worldwide, royalty-free, usage-fee based, non-exclusive and non-transferable (except in a permitted assignment as set forth in Section 17 below) right during the Term to (a) incorporate the D-ID Product into the User Platform and (b) directly and indirectly market and distribute the D-ID Product to User’s customers, but solely as incorporated within the Integrated Product and (in each of (a) and (b) above) solely under Managed Services to be provided by User and in connection with User’s existing line of business as at the Effective Date. It is made clear that User shall not allow any of its customers to make use of the D-ID Product for providing its own customers with Managed Services.

• 4. Notwithstanding the foregoing, in case an applicable D-ID Product is the Creative Reality Studio, it is hereby clarified that the use of such D-ID Product pursuant to this EUA by User and/or User’s customers (as applicable) is subject to additional terms and conditions with respect to such D-ID Product, which are located at https://www.d-id.com/studio-end-user-license-agreement/ (“Studio Terms“), provided that in the event of a conflict between this EUA and such Studio Terms, this EUA shall prevail.

• 5. Notwithstanding the foregoing, but subject to Section 13.2 below, it is hereby clarified that User and/or User’s customers (as applicable) shall own all proprietary rights in and to the Animations (as defined below), and shall be entitled to resell such Animations to any third party and/or use the Animations for any commercial use subject to the terms of this Agreement.

• 6. In this Section 1, “Commercial Use” shall mean the use of the D-ID Product for the purpose of creating and reselling Animations and/or any derivative work using the Animations to a third party.

• 7. Applicative Data (as defined in our Privacy Policy linked below) submitted by you for processing in connection with the D-ID Product would be processed using the Software in accordance with your submission parameters (as specified in the Software and/or any related documentation) and our Privacy Policy, which is available at https://www.d-id.com/privacy-policy/.

2. Fees and Payment Terms.

• 1. Unless provided otherwise in the Order Form, in consideration for the right of use granted to User hereunder, User shall pay D-ID the fees specified in the Order Form.

• 2. Unless otherwise stated, all payments made hereunder shall be made in United States Dollars, and without any right of set-off or deduction. All fees paid are nonrefundable, except in case of termination pursuant to Sections ‎3.2‎ or 3.3 below. Overdue payments shall accrue interest of one and a half percent (1.5%) per month. All fees payable by User are exclusive of all taxes, including sales, use, excise or value added taxes and withholding taxes where applicable. User shall pay all taxes and duties associated with this Agreement, excluding taxes on D-ID’s net income.

• 3. All payments hereunder shall be made by User within fifteen (15) days from receipt of an undisputed invoice from D-ID.

• 4. User shall be entitled to request from D-ID an upgrade of the purchased right of use (“Upgrade Request“). Upon acceptance of such Upgrade Request by D-ID, and subject to signature of an applicable Order Form and to payment of the applicable fees for the upgrade (as provided by D-ID), which shall be pro-rated with respect to the remaining part of the applicable Annual Period (defined below) as of the Upgrade Request date, D-ID shall implement such upgrade (“Upgrade“).

3. Term and Termination.

• 1. This Agreement shall be effective upon the Effective Date and shall continue for a period of twelve months thereafter (the “Initial Period“). Each twelve month period commencing on the Effective Date and/or on any anniversary thereof shall be referred to as an “Annual Period“. The Agreement thereafter, shall automatically renew for successive Annual Periods (each an “Additional Period” and together with the Initial Period, the “Term