Charisma.ai Terms of Service

Effective Date: 16th August 2023

PARTIES

Charisma Entertainment Ltd, incorporated and registered in England and Wales with company number 09911142 whose registered office is at Preston Park House, South Road, Brighton, East Sussex, United Kingdom, BN1 6SB (“Charisma”)
You (which shall mean you as an individual if you are agreeing to these terms as a Free User (as defined below) or shall mean the business or entity that the person reading this agreement acts on behalf of or represents, where you are agreeing to these terms as a result of applying for a Pro Licence (as defined below) (“Customer”)

Agreed terms

1. INTERPRETATION

1.1. The definitions and rules of interpretation in this clause apply in this agreement.
1. Starter Stories: means comic strip style stories that are capable of being developed by a Free User (utilising Free Input and the parts of the Charisma Platform available to Free Users) that can then be published on the Charisma App.
2. Charisma App: means the interactive comics mobile application developed by Charisma.
3. Charisma’s Terms: means the terms of this agreement (including the Schedules).
4. Charisma Platform: means Charisma’s interactive storytelling platform accessible via https://charisma.ai or any other website notified to the Customer by Charisma from time to time, and shall include the Charisma App, any services, Features and content that are accessible or downloadable from the platform, and any other digital or online product or service Charisma makes available to Customers via the platform.
5. Credits: means purchasable “currency” that allows a Pro User to perform actions (including utilise the Features) within the Charisma Platform, with the Credits being allocated to a unique Pro Licence at the time of purchase.
6. Credit Bundles: means the bundles of credits that are available for purchase via the Charisma Platform as set out in Part 1 of Schedule 1.
7. Customer Product: means any product, game or other software that the Customer makes available to the End-User that incorporates or integrates the Charisma Platform as part of the overall offering.
8. Pro Licence: means a unique licence that is granted to Customers (acting in a business capacity) that provides that Customer (and, if applicable, any of their Licence Collaborators or Story Collaborators) with access to parts and Features of the Charisma Platform that are not available to Free Users. This may include (but will not be limited to) the capability to access and create Pro Stories and also publish and/or integrate any Pro Stories created via the Charisma platform into an external platform (for example, a game developed using Unity or Unreal Engine, a website, or a mobile app). The owner of a Pro Licence shall be deemed the Licence Owner. Further information on Pro Licences can be found on our website https://charisma.ai/docs/licencing.
9. Pro Story: means stories that are created by Pro Licence users that can be published into an external platform.
10. Pro User: means a Customer who has registered for the Charisma Platform who has either purchased a Pro Licence or has access to the unique parts and Features of the Charisma Platform that are only available under a Pro Licence by virtue of being a Licence Collaborator or a Pro Story Collaborator.
11. Effective Date: the date of this agreement, being the date upon which you accept this agreement by signing up for Charisma’s services via our website and confirming your acceptance of these terms by clicking the check box you are presented with on our website at the time of registration.
12. End-User: means the consumer of a Customer Product.
13. Features: means the third-party software features integrated into the Charisma Platform (as may be the case from time to time) which shall include speech recognition software, text-to-speech software, generative artificial intelligence text and image software, speech-to-text software, and translate software (amongst others).
14. Free Input: has the meaning given to it under Clause 5.3.
15. Free User: means a Customer who has registered for the Charisma Platform as an individual (for recreational purposes) who has not purchased a Pro Licence or been granted the status of Pro User by virtue of being a Licence Collaborator or a Pro Story Collaborator, meaning they can only use the Charisma Platform to create Starter Stories and publish those into the Charisma App.
16. Input: has the meaning given to it in Clause 5.5.
17. Intellectual Property Rights: means copyright and neighbouring and related rights, patents, rights to inventions, trade marks and service marks, character names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in computer software, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights in this jurisdiction or elsewhere, in each case whether registered or unregistered.
18. Licence Collaborator: means a Customer (which may include a Free User or Licence Owner) who is invited to share the Pro Licence of another Customer (as Licence Owner).
19. Licence Owner: means the owner of a unique Pro Licence (being the Customer as the business entity which applied for that licence) with the Licence Owner being identified as such under the “user” tab on the Charisma Platform.
20. Output: has the meaning given to it in Clause 5.6.
21. Story: means an interactive story (as a whole, including but not being limited to both the Input and Output), being a Pro Story or Starter Story, that has been created via the Charisma Platform (with the type of story being identified as such on the Customer’s account).
22. Story Collaborator: means a Customer (which may include a Free User or Licence Owner) who is invited to collaborate with a Story Owner on a Starter Story or Pro Story owned by another Customer (as Story Owner).
23. Story Owner: means the Customer who is the owner of any unique Story created via the Charisma Platform, which shall be deemed the person who first created the relevant story (the Story Owner being defined as such under the “Collaborators” section of any Story’s overview page).
24. Subscription Term: means the Effective Date until the Customer’s account is terminated in accordance with any of the provisions set out in Clause 11.
25. Synthesized Audio: means synthesized voice records of the text which the Customer uploads to any text-to-voice software which may be integrated into the Charisma Platform as a Feature.
1.2. Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns.
1.4. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.8. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.9. A reference to writing or written excludes fax but not email.
1.10. Any obligation not to do something includes an obligation not to allow that thing to be done.
1.11. References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedules to this agreement.

2. REGISTRATION (FREE ACCOUNTS)

2.1. To engage, play, create and edit Starter Stories via the Charisma Platform, the Customer will need to register an account and agree to Charisma’s Terms.
2.2. When an account is registered on the Charisma Platform, the Customer will need to provide certain personal information, which Charisma will process in accordance with its Privacy Policy. The Customer shall keep all personal information provided to Charisma up to date and accurate.
2.3. From the point that an account is first registered on the Charisma Platform, the Customer will be considered a Free User, unless and until they:
1. obtain a unique Pro Licence (for themselves, acting in a business capacity);
2. are invited by a Licence Owner to be a Licence Collaborator (in which case Schedule 2 will apply to the Free User); or
3. are invited by a Licence Owner to be a Story Collaborator (in which case Schedule 3 shall apply to the Free User).
and in each of those cases, the Free User shall instead be classified as a Pro User.

Where Clause 2.3.1 applies, the Free User shall also be classified as a Licence Owner and where Clause 2.3.2 or Clause 2.3.3 applies, the Customer shall be subject to the special rules relating to either Licence Collaborators or Story Collaborators (as set out in Schedule 2 and Schedule 3 respectively).
2.4. A Customer accessing the Charisma Platform as a Free User shall only be entitled to access and use certain restricted parts of the Charisma Platform and shall only be entitled to create and publish Starter Stories.
2.5. The Customer, as a Free User, may use certain parts of the Charisma Platform free of charge (subject to continuing compliance with Charisma’s Terms and subject to the Customer acknowledging that use of the Charisma Platform as a Free User shall be for recreational and entertainment purposes only).
2.6. Charisma reserves the right to terminate a Free User’s account at any time and for any reason, and the effect of termination shall be that the Customer shall have no further access to the Charisma Platform (in any capacity) and all Starter Stories may be deleted or become otherwise unavailable (including to any Story Collaborators who may be collaborating on a Starter Story).
2.7. Any termination as set out at Clause 2.6 shall be without any liability on the part of Charisma.

3. REGISTRATION (PRO LICENCE)

3.1. To engage, play, create and edit Stories and access the Features via the Charisma Platform, the Customer will need to apply for their own unique Pro Licence.
3.2. A Customer (acting on behalf of a business) who has signed up as a Free User to the Charisma Platform initially may apply for their own unique Pro Licence via the Charisma Platform.
3.3. Pro Licences are for business customers only and by applying for a Pro Licence via the Charisma Platform:
1. the Customer confirms and warrants that they are doing so in a business capacity (whether as a limited company, partnership, sole trader or the like); and
2. the person ticking the box to accept Charisma’s Terms confirms and warrants that they are authorised (by the business that shall be considered the Customer) to do so.
3.4. Pro Licences are unique to each Customer and upon activation of a Pro Licence by the Customer via the Charisma Platform, the Customer shall be considered to be the Licence Owner of that particular Pro Licence.
3.5. Upon initial activation of a Pro Licence, the Customer shall be provided with a free trial period. The free trial period shall grant to the Customer’s unique Pro Licence 50,000 Credits free of charge and shall last for a period of 1 (one) month or until the Customer has used up their allotment of 50,000 free of charge Credits that was allocated to their unique Pro Licence (whichever is earlier).
3.6. Upon expiry of the free trial period referred to at Clause 3.5, the Customer holding a unique Pro Licence containing no allocated Credits may only continue to access the Features via their own unique Pro Licence if they purchase Credits in accordance with Clause 9.
3.7. In the event that the Customer does not purchase further Credits for their own unique Pro Licence upon expiry of the free trial period referred to at Clause 3.5, the Customer shall only be able to make use of the Charisma Platform via their own Pro Licence as if they were a Free User (meaning they will not be able to make use of any of the Features within their Stories, or have the benefits available under a Pro Licence, but they shall still be entitled to publish Starter Stories).
3.8. Notwithstanding Clause 3.7 above, a Customer shall still be entitled to access the Features of the Charisma Platform and obtain the benefits afforded under a Pro Licence (including creating and working on Stories) where they are either a Licence Collaborator and have access to the Features and can create Stories via the Pro Licence of a third-party Licence Owner that contains Credits (in which case Schedule 2 shall apply to that Customer and the third-party Licence Owner), or where they are a Story Collaborator and have access to a Story belonging to a third-party Story Owner where that Story Owner has a Pro Licence that contains Credits (in which case Schedule 3 shall apply to that Customer and the third-party Story Owner).

4. THE CHARISMA PLATFORM

4.1. Charisma shall make the Charisma Platform available to the Customer subject to Charisma’s Terms.
4.2. Pro Licences for the Charisma Platform are for business customers only and by applying for a Pro Licence via the Charisma Platform, the Customer warrants as set out at Clause 3.2.1 and 3.2.2 above.
4.3. A Customer shall not be entitled to purchase their own unique Pro Licence in the event that they are not acting in a business capacity and none of the rights granted to Licence Owners or Pro Users under this agreement shall be deemed granted to the Customer in the event that they are not acting in a business capacity at the time of purchase of their Pro Licence.
4.4. A Customer shall only be entitled to accept an invitation by a third-party Customer to act as a Licence Collaborator on that third party’s Pro Licence where they are acting for and on behalf of that third-party Customer’s business.
4.5. A Customer shall only be entitled to accept an invitation by a third-party Customer to act as a Story Collaborator on any Stories owned by that third-party Customer (as the Story Owner) where they are acting in a business or professional capacity for and on behalf of the third-party Customer.

5. PROPRETARY RIGHTS IN THE PLATFORM, FEATURES AND GENERATED CONTENT

Content Owned by Charisma

5.1. The Charisma Platform integrates various third-party software and services (known collectively as the Features), and a Customer (as a Pro User) is granted access to the Features as part of the provision of the Charisma Platform.
5.2. Whilst reasonable efforts have been made to ensure that Charisma has obtained all the rights in relation to the Features from third-parties that are necessary to grant all the rights Charisma purports to grant to a Customer under, and in accordance with, the terms of this agreement, Charisma makes no representation, warranty or commitment whatsoever in that regard and it shall have no liability whatsoever in relation to (or arising out of) the Customer’s use of any such third-party Features without the appropriate consent of any relevant third-party rights holder.

THE CUSTOMER (AND ANY LICENCE COLLABORATOR, STORY COLLABORATOR AND END-USERS) THEREFORE MAKES USE OF THE FEATURES (AS INTEGRATED INTO THE CHARISMA PLATFORM) AT THEIR OWN RISK.

Content Owned by the Customer

5.3. The Customer (and any Story Collaborators) may provide input (consisting of text commands) into Starter Stories via the Charisma Platform as both a Free User and Pro User (“Free Input”) and subject to:
1. the Customer’s continued compliance with Charisma’s Terms (with specific regard to the deemed assignment on termination at Clause 11.7, where applicable);
2. where applicable, the special rules relating to Story Collaborators which deal with ownership as between the Customer and any Story Collaborator, (as set out at Schedule 3); and
3. the licence granted to Charisma to use the Free Input pursuant to Clause 6.6.
the Customer shall be deemed to be the owner of the Free Input (including any and all Intellectual Property Rights in the Free Input). Charisma hereby assigns to the Customer, at the point of creation and by way of future assignment, any and all rights, title and interest in and to the Free Input that Charisma may have from time to time.
5.4. The Customer, by providing Free Input into the Charisma Platform, will be entitled to create Starter Stories and publish these on the Charisma App and Subject to:
1. the Customer’s continued compliance with Charisma’s Terms (with specific regard to the deemed assignment on termination at Clause 11.7, where applicable);
2. where applicable, the special rules relating to Story Collaborators which deal with ownership as between the Customer and any Story Collaborators (as set out at Schedule 3); and
3. the licence granted to Charisma to use the Starter Stories pursuant to Clause 6.6,
the Customer shall be deemed as the owner of any Starter Stories (including any and all Intellectual Property Rights in the Starter Stories). Charisma hereby assigns to the Customer, at the point of creation and by way of future assignment, any and all rights, title and interest in and to any resulting Starter Stories that Charisma may have from time to time.

Notwithstanding this Clause 5.4, Charisma shall be entitled to remove any Starter Stories from the Charisma App at any time and for any reason without notice or liability to the Customer, which may mean that any Starter Stories that are created are deleted permanently or become unavailable to any Story Collaborators. Charisma may also terminate any Free User’s account at any time and for any reason in accordance with Clause 2.6.
5.5. As a Licence Owner, the Customer (and the Customer’s Licence Collaborators, Story Collaborators and End-Users, where applicable) may provide input (consisting of both text and voice commands) (“Input”) into a Story on the Charisma Platform via the Features and subject to:
1. the Customer’s continued compliance with Charisma’s Terms (with specific regard to the deemed assignment on termination at Clause 11.7, where applicable);
2. where applicable, the special rules relating to Licence Collaborators and Story Collaborators, which deal with ownership as between the Customer and a Licence Collaborator/Story Collaborator (as set out at Schedule 2 and Schedule 3 respectively); and
3. the licence granted to Charisma to use the Input pursuant to Clause 6.7.
the Customer, as the Story Owner of any Story that receives Input, shall be deemed as the owner of the Input (including any and all Intellectual Property Rights in the Input). Charisma hereby assigns to the Customer, at the point of creation and by way of future assignment, any and all rights, title and interest in and to the Input that Charisma may have from time to time.
5.6. Having put Input into a Story on the Charisma Platform via the Features, the Customer (and the Customer’s Licence Collaborators, Story Collaborators and End-Users) shall receive generated output into the Story that is provided by the Features (“Output”) and subject to:
1. the Customer’s continued compliance with Charisma’s Terms (with specific regard to the deemed assignment on termination at Clause 11.7, where applicable);
2. where applicable, the special rules relating to Licence Collaborators and Story Collaborators, which deal with ownership as between the Customer and a Licence Collaborator/Story Collaborator (as set out at Schedule 2 and Schedule 3 respectively);
3. the licence granted to Charisma to use the Output pursuant to Clause 6.7; and
4. the provisions of Clause 5.7.
the Customer, as the Story Owner of any Story that receives Output, shall be deemed as the owner of the Output (including any and all Intellectual Property Rights in the Output). Charisma hereby assigns to the Customer, at the point of creation and by way of future assignment, any and all rights, title and interest in and to the Output that Charisma may have from time to time.
5.7. Notwithstanding the provisions of Clause 5.6 or the special provisions in Schedule 2 and Schedule 3, certain text-to-speech software (which constitutes some of the Features integrated in to the Charisma Platform), allows the Customer to create Synthesized Audio (which is to be considered a form of Output for the purposes of Clause 5.6). The Customer shall not be deemed the owner of Synthesized Audio (the Customer receiving a sub-licence to use Synthesized Audio from Charisma at Clause 6.3).
5.8. Except as provided for under Clause 5.7, the Customer, as Story Owner shall be deemed the owner of any Stories that they have created and generated via the Charisma Platform with this being subject to:
1. the Customer’s continued compliance with Charisma’s Terms (with specific regard to the deemed assignment on termination at Clause 11.7);
2. where applicable, the special rules relating to Licence Collaborators and Story Collaborators, which deal with ownership as between the Customer and a Licence Collaborator/Story Collaborator (as set out at Schedule 2 and Schedule 3 respectively); and
3. the licence granted to Charisma to use the Stories pursuant to Clause 6.7.
and, in consideration of the licence granted pursuant to Clause 6.7, Charisma hereby assigns to the Customer (as Story Owner), at the point of creation and by way of future assignment, any and all its right, title and interest in and to any of the Stories created and generated by the Customer (including any and all Intellectual Property Rights in the Stories).

This means you can use the Stories for any purpose, including commercial purposes, provided that you comply with Charisma’s Terms.
5.9. Charisma makes no representation, warranty or commitment whatsoever in relation to its purported right to grant or assign ownership of the Output or the Stories to the Customer and accordingly Charisma shall have no liability whatsoever arising out of or in relation to the Customer’s use of any Output or Story without the appropriate consent or licences from any relevant third-party rights holder.

USE OF ANY OUTPUT OR OF ANY STORIES IS SOLELY AT THE CUSTOMER’S RISK

5.10. Notwithstanding Clauses 5.5, 5.6 and 5.8 above, Stories shall only continue to operate interactively subject to the Customer continuing to comply with Charisma’s Terms (including purchasing Credits for allocation to their unique Pro Licence to allow the Charisma Platform and Features to retain interactive capabilities) and Charisma shall be entitled to terminate this agreement and remove any Stories contained on the Charisma Platform at any time and for any reason without notice or liability to the Customer, which may mean that any Stories that have been created by the Customer are deleted permanently or become inaccessible to the Customer or any Story Collaborator.

6. LICENCES

Licences granted by Charisma

6.1. Subject to the Customer’s compliance with Charisma’s Terms, Charisma grants to the Customer (as either a Free User or as a Pro User), from the point of registering an account on the Charisma Platform, a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to access and use certain parts of the Charisma Platform that are accessible (without charge) and to create Starter Stories during the Subscription Term.
6.2. Subject to the Customer’s compliance with Charisma’s Terms (with particular regard to the warranties set out at Clause 3.2.1 and 3.2.2) Charisma grants to the Customer (as a Licence Owner), from the point of applying for a Pro Licence, a non-exclusive, non-transferable right and licence, without the right to grant sublicences (save for providing End-Users access to the Charisma Platform and its Features, as integrated into a Customer Product, provided that Clause 8.1.2 is complied with) to access and use the Charisma Platform as a whole, including all portions of the Charisma Platform that are only accessible with a Pro Licence and as a Pro User (which shall include the Features).

AS CONFIRMED AT CLAUSE 5.2 ABOVE, THE CUSTOMER MAKES USE OF THE FEATURES (AS INTEGRATED INTO THE CHARISMA PLATFORM) AT THEIR OWN RISK.

6.3. Subject to the Customer’s compliance with Charisma’s Terms, Charisma grants to the Customer (as a Licence Owner), from the point of creation, a non-exclusive, non-transferable right and licence (by way of sublicence), without the right to grant further sublicences (save for providing End-Users access to the Charisma Platform and Synthesized Audio, as integrated into a Customer Product, provided that Clause 8.1.2 is complied with), to use, for whatever purpose (including commercial purposes) the Synthesized Audio created via any text-to-speech software that is integrated as a Feature into the Charisma Platform.
6.4. Subject to the Customer’s compliance with Charisma’s Terms, Charisma grants to the Customer, from the point of being invited by a Licence Owner as a Licence Collaborator or by a Story Owner as a Story Collaborator, a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to access and use the Charisma Platform as a whole, including all portions of the Charisma Platform that are only accessible with a Pro Licence and as a Pro User (which shall include the Features) provided that the Customer also ensures continuing compliance with Charisma’s Terms (with specific regard to both Clause 4.4 and Clause 4.5), and the special rules relating to Licence Collaborators and Story Collaborators (as set out in Schedule 2 and Schedule 3 respectively).
6.5. Subject to the Customer’s compliance with Charisma’s Terms, Charisma grants to the customer at all times following the point of registering an account on the Charisma Platform, a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to stream personal experiences of using and interacting with the Charisma Platform on social media channels such as YouTube, Twitch or the like.

Licences granted by the Customer

6.6. The Customer hereby grants to Charisma, by way of “licence back”, a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence (with the right to sublicence) to use, copy, adapt, modify, distribute, licence, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit the Free Input and Starter Stories that the Customer may own in any capacity, including in connection with its business, including without limitation for promoting and redistributing part of, or all of, the Charisma Platform in any media formats and through any media channels.
6.7. The Customer hereby grants to Charisma, by way of “licence back”, a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence (with the right to sublicence) to use, copy, adapt, modify, distribute, licence, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit any Input, Output and Stories that the Customer may own in any capacity, including in connection with its business, including without limitation for promoting and redistributing part of, or all of, the Charisma Platform in any media formats and through any media channels.

7. CHARISMA’S OBLIGATIONS & EXCLUSIONS

7.1. The Customer expressly acknowledges and agrees that consumption and use of the Charisma Platform, any integrated Features and any Stories/Output is solely at their own risk and that the Charisma Platform is provided on an “as is” basis without any warranties of any kind, either express or implied, including (but not being limited to) warranties of title, implied warranties of non-infringement, merchantability or fitness for a particular purpose.
7.2. Charisma does not warrant that the Charisma Platform will meet the Customer’s (or any End-User’s) requirements, that any particular content will be viewable by the Customer (or any other person) or that the Charisma Platform (or any Customer Product integrating the Charisma Platform) will be uninterrupted, secure, error free or that any errors will be corrected.
7.3. Certain territories and third-party distribution companies have varied views regarding the use of generative artificial intelligence software which constitutes one of the Features integrated into the Charisma Platform. Charisma does not warrant or represent that the Customer will be able to sell, list, market or distribute a Customer Product in any territory or via any third-party distribution platform. The responsibility for ensuring that a Customer Product will be capable of being marketed on the Customer’s preferred platform or in the Customer’s preferred territories rests solely on the Customer and Charisma shall have no liability whatsoever in relation to (or arising out of) any issues experienced by the Customer as a result of a Customer Product being unable to be marketed, listed, distributed or sold at any time as a result of integration of the Charisma Platform into that Customer Product.
7.4. Certain countries, territories and regions have varied views regarding the use of generative artificial intelligence software, which constitutes one of the Features integrated into the Charisma Platform. Therefore, some of the Features integrated into the Charisma Platform may not always be available to the Customer based upon their specific country, region or territory. Details of the countries, regions, and territories in which the Charisma Platform is accessible from can be found on our website at https://charisma.ai/supported-regions, but please note that this may be subject to change from time to time. Charisma does not warrant or represent that the Customer will be able to access or make use of the Charisma Platform (inclusive of all Features) from their country, region or territory and the Customer shall be responsible for ensuring that they are entitled to use the Charisma Platform in their country, region or territory and that by doing so, they are not acting contrary to any local laws. Charisma shall have no liability whatsoever in relation to (or arising out of) any issues experienced by the Customer as a result of the Customer accessing the Charisma Platform (or any of the Features) in a country, region or territory that either has restricted or prohibited such access.

8. CUSTOMER’S OBLIGATIONS

8.1. The Customer warrants as follows:
1. That they will comply with Charisma’s Terms at all times during the Subscription Term.
2. That they will enter into an agreement with any End-Users as a precondition of providing access to any Customer Product that ensures that the End-User is subject to terms no less onerous than those contained within Charisma’s Terms.
3. That they shall not access the Charisma Platform as a Free User unless they are at least 13 years old (and in the event that they are between the ages of 13 and 18, unless their legal guardian has reviewed and agreed to Charisma’s Terms).
4. That by accessing the Charisma Platform and applying for a Pro Licence, they are doing so in a business capacity and not as a consumer (and if they are accessing the Charisma Platform as a Pro User, they are doing so in a business capacity or for and on behalf of a business and not as a consumer);
5. any Free Input or Input into the Charisma Platform (including the Features) will not include content:
  
  5.1. that is unlawful, criminal, defamatory, harmful, libellous, contemptuous, obscene, pornographic, hateful, indecent or racially, culturally or ethnically or otherwise objectionable;
  
  5.2. that violates or infringes the rights (including rights of privacy, publicity, copyrights, trade mark rights and contract rights) of any other person or party or infringes any law of any jurisdiction;
  
  5.3. that promotes, incites or instructs in criminal activity or violence, or in conduct that may give rise to civil liability;
  
  5.4. that advocates the doing of a terrorist act;
  
  5.5. that contains gratuitous, exploitative or offensive descriptions of violence of which provides explicit or graphic descriptions of sexual acts or fetishes.
  
  5.6. that contains or promotes information that the Customer knows is false, misleading or deceptive;
  
  5.7. that is for the purpose of advertising any illegal services or the sale of any items which are prohibited or restricted by any law;
  
  5.8. that constitutes or promotes copyright infringement or the infringement of any other Intellectual Property Right; or
  
  5.9. that includes personal data about any person, with personal data having the meaning given to it under UK GDPR (being any information about an individual from which that person can be identified);
  
  The Customer further warrants that it shall not attempt to induce the Charisma Platform or any of the Features to provide Output that would include any of the content referred to at Clauses 8.1.5.1 to 8.1.5.9 (inclusive).
6. That it shall not use the Charisma Platform (including any of the Features) to:
  
  6.1. engage in any illegal or fraudulent activity;
  
  6.2. to threaten, incite, promote, or actively encourage violence, terrorism, or other serious harm;
  
  6.3. violate the security, integrity, or availability of any user, network, compute or communications system, software application, or network or computing device;
  
  6.4. promote or facilitate the generation or distribution of spam (being the sending of unsolicited mass email or other messages, promotions, advertising or solicitations);
  
  6.5. generate content for fraudulent activities, scams, phishing or malware;
  
  6.6. compromise or gain unauthorized access to computer systems or networks, including spoofing and social engineering;
  
  6.7. violate any natural person’s rights, including privacy rights as defined in applicable privacy law;
  
  6.8. inappropriately use confidential or personal information;
  
  6.9. interfere with or negatively impact the Charisma Platform or any of the Features;
  
  6.10. utilise prompts and results to train AI models (“model scraping”);
  
  6.11. describe, encourage, support or distribute any form of child sexual exploitation or abuse;
  
  6.12. create deceptive or misleading content, which shall include impersonating a human by presenting any Output or Stories as human-generated, or using any Output or Stories in a manner intended to convince a natural person that they are communicating with a natural person;
  
  6.13. engage in coordinated inauthentic behaviour or disinformation campaigns, generate deceptive, misleading comments or reviews, engage in multi-level marketing or pyramid schemes or plagiarize or engage in other forms of academic dishonesty;
  
  6.14. provide instructions on how to create or facilitate the exchange of illegal substances or goods, encourage or provide instructions on how to engage in or facilitate illegal services (such as human trafficking or prostitution), design, market or distribute weapons, explosives or other types of dangerous materials, provide instructions on how to commit or facilitate any type of crime or gamble or bet on any sports;
  
  6.15. describe or engage in any form of self-harm, or shame, humiliate, bully, celebrate the suffering of, or harass individuals or a group;
  
  6.16. generate pornographic content or content meant for sexual gratification, including generating content that describes sexual intercourse, sexual acts or sexual fetishes, or engage in erotic chats; or
  
  6.17. further violent extremism, describe, encourage support or provide instructions on how to commit violent acts against persons, animals or property or encourage hate speech or discriminatory practices that could cause harm to individuals or communities based on their protected attributes, such as race, ethnicity, religion, nationality, gender, sexual orientation or any other identifying trait.
7. That it shall not:
  
  7.1. use the Charisma Platform (or any of the Features) in a manner inconsistent with any applicable laws, statutes or regulations in any jurisdiction;
  
  7.2. use the Charisma Platform (or any of the Features) in connection with any criminal or tortious activity or infringement of Intellectual Property Rights;
  
  7.3. sub-licence, sell, lend or lease or otherwise part with the Charisma Platform or any of the Features (except as expressly allowed under this agreement);
  
  7.4. reverse engineer, decompile, disassemble, derive source code from, or create derivative works from the Charisma Platform (or any of the Features) nor attempt to do any such things;
  
  7.5. delete, circumvent or alter any legal notices, rights management information or technological protection measures within the Charisma Platform (or any of the Features);
  
  7.6. engage in any malicious activity in connection with the Charisma Platform (or any of the Features) or any activity that may overload or harm Charisma’s (or any other third-parties who are responsible for the Features) servers or other infrastructure;
  
  7.7. engage in data harvesting, mining or any similar activity in connection with the Charisma Platform (or any of the Features);
  
  7.8. interfere with the use of the Charisma Platform (or any of the Features) by others, including, but in no way being limited to, interfering with the computer systems which support the Charisma Platform (or any of the Features), overloading the Charisma Platform (or any of the Features), engaging in a denial-of-service attach (DDOS) or attempting to disable a host’
  
  7.9. engage in any activity that involves the use of viruses, worms, trojan horses, corrupted files, hoaxes or any other malicious compute code, files or programs that interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment, or otherwise permit the unauthorised use or access to a computer or computer network; or
  
  7.10. use the Charisma Platform, any of the Features, or any Output to create, train or modify any product or service which is similar to or competitive with the Charisma Platform or any of the Features, and/or which is an artificial intelligence product or service.
8.2. Charisma will be entitled (but not obliged) to monitor the Customer’s (including any Licence Collaborator’s, Story Collaborator’s or End-User’s) use of the Charisma Platform and the Features and reserves the right, at their total discretion, to determine what actions or conduct may be in breach of this Clause 8 (or this agreement generally) and to take any disciplinary measures for any such breach as it sees fit, up to and including termination of this agreement for breach, in which case, the provisions of Clause 11.5 would apply.
8.3. This Clause 8 shall apply to the Customer who is accessing the Charisma Platform in any capacity (including as a Free User and Pro User (which includes a Licence Collaborator or Story Collaborator)).

9. CHARGES AND PAYMENT

9.1. Should the Customer register for a Pro Licence (and become a Licence Owner) then upon the expiry of the trial period set out at Clause 3.5, the Customer will be required to purchase Credits for their own unique Pro Licence to continue to benefit from access to parts and Features of the Charisma Platform that are exclusively available under a Pro Licence.
9.2. Notwithstanding Clause 9.1 above, a Licence Owner may still benefit from access to parts and Features of the Charisma Platform that are exclusively available under a Pro Licence if they are invited to be a Licence Collaborator or Story Collaborator for a third-party Licence Owner whose Licence has available Credits. Further details of the rules regarding Licence Collaborators and Story Collaborators can be found at Schedule 2 and Schedule 3 (respectively).
9.3. The Credit Bundles that are available for purchase are as set out in Part 1 of Schedule 1.
9.4. The prices of Credit Bundles may change from time to time, and the prices (as they may be from time to time) will be freely accessible via the Charisma Platform (under the “billing” tab) and will be confirmed to the Customer prior to purchase.
9.5. Payment for Credit Bundles shall be made via the Charisma Platform using the Stripe transactional plug-in. Upon purchase of Credit Bundles, the Customer’s unique Pro Licence (or a Licence of the Customer’s choosing) will be credited with the appropriate number of Credits that have been purchased.
9.6. Credits are depleted as the Customer (or their Licence Collaborators or Story Collaborators) utilises the Charisma Platform and the Features under their own unique Pro Licence, with depletion being based on playthrough usage (including testing playing through a script for a Story) or use of the Charisma Platform generally (which shall include, but shall not be limited to, generating character voices, testing the input and output prompts on generation nodes and engaging with characters when training).
9.7. Credits are depleted at a rate determined by, and based upon, the specific actions being taken and Features being utilised within the Charisma Platform at any specific time. Details of the value of credits in proportion to the specific actions and Features that are incorporated into the Charisma Platform, and how Credits are depleted by taking those actions and using those Features, are included at Part 2 of Schedule 1 (and these may be updated from time to time).
9.8. The Customer may see details of their Credit usage at any time using the credit usage counter on the relevant story within the Charisma Platform.
9.9. The Customer shall receive an email from Charisma warning them that they are approaching their usage limit (meaning that the Credits associated with their unique Pro Licence are almost depleted) and the Customer shall also receive an email from Charisma to confirm when any available Credits associated with their unique Pro Licence have been depleted entirely. The Customer’s use of the Charisma Platform will be restricted in the event that Credits are depleted entirely as the Customer will lose access to the Features via their own Pro Licence. Consequently, any End-User consuming a Customer Product will also likely experience issues and not be able to access any Customer Product as the Customer intended. Charisma makes no representation, warranty or commitment whatsoever and shall have no liability whatsoever in relation to (or arising out of) any issues experienced by the Customer or any End-User as a consumer of a Customer Product that arises out of the Customer allowing Credits to deplete entirely.
9.10. Credits shall expire 12 months from the date upon which they are purchased as a Credit Bundle, should any remain unused, and the Customer shall receive an email from Charisma warning them when a Credit Bundle that has been purchased previously is close to expiry.
9.11. Save for as set out at Clause 11.4, Credits are non-refundable in any event and no refunds are provided for any unused Credits.

10. COMPLIANCE WITH THESE TERMS

10.1. When accessing and using the Charisma Platform under the terms of this agreement, the Customer warrants that it shall comply with Charisma’s Terms at all times.
10.2. The Customer acknowledges that any breach of Clause 8 shall be deemed a material breach (for the purposes of Clause 11.5) and as such Charisma shall be entitled to immediately terminate this agreement pursuant to the provisions of Clause 11.5.
10.3. The Customer acknowledges that the restrictions set out in Clause 8 above (or Charisma’s Terms generally) may be updated from time to time, and in such an event, Charisma shall bring any such changes to the attention of the Customer by publishing updated terms on the Charisma Platform. The Customer shall be deemed subject to and bound by any updated terms from the point from which any revised terms are published on the Charisma Platform, and continued use of the Charisma Platform will be deemed to be acceptance of those revised terms.

11. TERMINATING THIS AGREEMENT & YOUR ACCOUNT

11.1. The Customer may terminate and delete their account on the Charisma Platform at any time and for any reason via the “delete account” function that can be found within the account settings. The Customer may also terminate and delete their account by emailing us at hello@charisma.ai at any time.
11.2. In the event that the Customer is a Licence Owner and terminates their account during a time when they have unspent Credits allocated to their Pro Licence, the Customer shall not be entitled to a refund in any event.
11.3. Upon termination of a Customer’s account, all Credits allocated to their Pro Licence may be permanently deleted or otherwise become inaccessible to both the Customer and any of their Licence Collaborators or Story Collaborators. The Customer’s Stories (including Input and Output) may also be permanently deleted or otherwise become inaccessible to both the Customer and any of their Licence Collaborators or Story Collaborators.
11.4. Charisma may terminate a Customer’s account at any time and for any reason for convenience (without further reference to the Customer). If Charisma terminates a Customer’s account pursuant to this Clause 11.4, Charisma shall refund to the Customer an amount that is proportionate to any outstanding Credits allocated to their own unique Pro Licence (to be determined in good faith). The Customer shall not be entitled to any refund in the event that Charisma terminates a Customer’s account in accordance with Clause 11.5.
11.5. Without affecting any other right or remedy available to it, Charisma may terminate this agreement with immediate effect by giving written notice to the Customer if the Customer commits a material breach of any of Charisma’s Terms or if any activities by any of the Customer’s Licence Collaborators, Story Collaborators or End-Users would constitute a breach of this agreement that, following notification by Charisma to the Customer of the breach, is not remedied within 5 days (an End-User being subject to terms no less onerous that those imposed on the Customer in accordance with Clause 8.1.2 and Licence Collaborators and Story Collaborators being subject to Charisma’s Terms as separate customers of Charisma). In the event of termination under this Clause 11.5, the Customer shall not be entitled to a refund of any kind.
11.6. Upon termination of this agreement for any reason, all licences granted by Charisma to the Customer shall immediately terminate and the Customer shall immediately cease to use the Charisma Platform.
11.7. Upon termination of this agreement for any reason by Charisma in circumstances where there are no Licence Collaborators or Story Collaborators associated with a Customer (and in such an instance, the special provisions dealing with termination contained in Paragraph 9 of Schedule 2 and Paragraph 7 of Schedule 3 taking precedence over this Clause 11.7), all Free Input, Starter Stories Input, Output and Stories generated via the Charisma Platform that are owned by the Customer (pursuant to the provisions of this agreement) shall be deemed as being assigned to Charisma and Charisma may, at its ultimate discretion, decide what to do with any such Free Input, Starter Stories, Input, Output and Stories (including deleting or making unavailable the same in accordance with Clause 11.3 above). The Customer hereby assigns to Charisma, at the point of termination of this agreement for any reason and by way of future assignment, any and all rights, title and interest in and to the Free Input, Starter Stories, Input, Output and Stories (including Intellectual Property Rights) that the Customer may have from time to time.
11.8. Upon termination of this agreement for any reason, all licences granted by the Customer to Charisma shall survive in perpetuity.

12. COMMUNICATIONS BETWEEN US

12.1. Any notice or other communication given by one of us to the other under or in connection with this agreement must be in writing and must be sent by email.
12.2. A notice or other communication is deemed to have been received, when sent by email, at 9:00AM on the next working day after transmission.
12.3. In proving the service of any notice, it will be sufficient to prove that the email was sent to the specified email address of the addressee.
12.4. The provisions of this clause will not apply to the service of any proceedings or other documents in legal action.

13. LIMITATION OF LIABILITY

13.1. Except as expressly and specifically provided in this agreement:
1. the Customer assumes sole responsibility for results obtained from the use of the Charisma Platform;
2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
3. the Charisma Platform is provided to the Customer on an "as is" basis.
13.2. Nothing in this agreement excludes the liability of Charisma:
1. for death or personal injury caused by Charisma’s negligence; or
2. for fraud or fraudulent misrepresentation.
13.3. Subject to Clause 13.1 and 13.2:
1. Charisma shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
2. Charisma’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, breach, infringement or misappropriation of any third-parties Intellectual Property Rights, restitution or otherwise, arising in connection with the performance of contemplated performance of this agreement shall be limited to £1,000,000 (one million pounds). The limit set out in this Clause 13.3.2 reflects the insurance cover Charisma has been able to arrange, and the Customer is responsible for making its own arrangements for the insurance of any excess liability.
13.4. Should there be any issue whatsoever in Charisma obtaining the benefit of any insurance policy as referred to at Clause 13.3.2 above, then subject to Clause 13.1 and 13.2, Clause 13.3.2 shall be deemed replaced with the following words:

“Charisma’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, breach, infringement or misappropriation of any third-parties Intellectual Property Rights, restitution or otherwise, arising in connection with the performance of contemplated performance of this agreement shall be limited to total amount of Credits purchased by the Customer in the 90 (ninety) days immediately preceding the date on which the Customer first asserts any liability rests with Charisma (or, should this figure be none, to the maximum sum of £1000 (one thousand pounds)).”
13.5. THE CUSTOMER IS THEREFORE RESPONSIBLE FOR ARRANGING ITS OWN ADEQUATE INSURANCE COVER TO ACCOUNT FOR ANY LIABILITY IT MAY INCUR THAT MAY EXCEED THE FIGURES CONTAINED WITHIN THE REPLACEMENT WORDING SET OUT AT CLAUSE 13.4 ABOVE.

14. INDEMNITY

14.1. The Customer shall defend, indemnify and hold harmless Charisma against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's (or any of their Licence Collaborator’s, Story Collaborator’s and End-User’s) use of the Charisma Platform or Customer Product or as a result of any breach by the Customer (or any of their Licence Collaborators, Story Collaborators or End Users) of any terms of this agreement.
14.2. For the avoidance of doubt, the indemnity at Clause 14.1 shall include (but shall not be limited to) any claims against Charisma arising out of any breach by the Customer (or any of their Licence Collaborators, Story Collaborators or End Users) of the Customer’s Obligations (as set out in Clause 8).

15. FORCE MAJEURE

Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 2 weeks, the party not affected may terminate this agreement by giving 7 days' written notice to the affected party.

16. RIGHTS AND REMEDIES

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

17. ENTIRE AGREEMENT

17.1. Charisma’s Terms constitute the entire agreement between the parties and supersede and extinguish all previous and contemporaneous agreements, promises, assurances and understandings between the parties, whether written or oral, relating to its subject matter.
17.2. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
17.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

18. VARIATION

Any variation of this agreement only has effect if it is in writing and signed by you and us (or our respective authorised representatives).

19. SEVERANCE

Each paragraph of this agreement operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

20. THIRD PARTY RIGHTS

This agreement is between you and us. This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this agreement.

21. ACCEPTANCE OF CHARISMA’S TERMS

Where the Customer confirms acceptance of these terms by ticking the acceptance box on Charisma’s website (when prompted to do so) the parties agree that this method of confirmation is as conclusive of the Customer’s intention to be bound by this agreement as if signed by its authorised representative’s manuscript signature.

22. NO ASSIGNEMENT

This agreement is personal to the Customer and the Customer shall not assign, transfer, subcontract or deal in any other way with any of their rights and obligations under this agreement without the prior written consent of Charisma.

23. WAIVER

If we do not insist that you perform any of your obligations under this agreement, if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

24. MEDIATION AND ARBITRATION

If any dispute arises in connection with this agreement which cannot first be resolved through amicable discussion, the parties agree to enter into mediation in good faith to settle such a dispute and will do so in accordance with the United Kingdom’s Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties within 14 days of notice of the dispute, the mediator will be nominated by CEDR. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, that cannot be resolved by way of mediation within 14 days of commencement of the mediation or within such further period as the parties may agree in writing shall be referred to and finally resolved by arbitration under the London Court of International Arbitration Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be 1 (one). The seat, or legal place of arbitration shall be London, United Kingdom. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of England and Wales.

SCHEDULE 1: CREDIT BUNDLES & CREDIT DEPLETION

PART 1

The current Credit Bundle pricing can be found on our website https://charisma.ai/docs/licencing

PART 2

The current Credit depletion rates can be found on our website https://charisma.ai/docs/licencing

SCHEDULE 2: LICENCE COLLABORATORS

THIS SCHEDULE 2 SETS OUT THE SPECIAL ADDITIONAL RULES FOR LICENCE COLLABORATORS AND THESE RULES SHALL APPLY IF YOU AS A CUSTOMER EITHER INVITE A THIRD PARTY CUSTOMER TO ACT AS A LICENCE COLLABORATOR, OR IF YOU ARE INVITED BY A THIRD PARTY CUSTOMER TO ACT AS A LICENCE COLLABORATOR. YOU SHOULD READ THE PROVISIONS OF THIS SCHEDULE CAREFULLY IN SUCH CIRCUMSTANCES.

Customers, as Licence Owners, may invite other Customers of Charisma and users of the Charisma Platform (either other Licence Owners or a Free Users) to be a Licence Collaborator, and this can be done via the “user” tab on the Charisma Platform. A Licence Collaborator shall be identified as such under the unique Pro Licence that they have been invited to once they have accepted the invite to become a Licence Collaborator and the Licence Owner shall also be identified as being the owner of the unique Pro Licence. A Licence Owner may remove a Licence Collaborator at any time and for any reason.
In the event that a Free User is invited to be a Licence Collaborator, the Free User in question warrants that their use of the Charisma Platform as a Pro User (which will be the case if they accept becoming a Licence Collaborator) is for and on behalf of the Customer who has invited them to collaborate on their Pro Licence in a business or professional capacity and not as a consumer.
A Licence Collaborator that a Customer (as a Licence Owner) has invited on to their Pro Licence shall be entitled to create their own Stories under the Pro Licence of the Customer who invited them to collaborate, and by engaging, playing, creating and editing Stories as a Licence Collaborator, Credits that have been purchased and allocated to the Pro Licence of the Customer shall be depleted at the appropriate rates (as set out at Schedule 1 Part 2).
A Licence Collaborator shall not be entitled to access or edit Stories belonging to the Licence Owner whose Pro Licence they have been invited to unless they are made a Story Collaborator (in which case, the provisions of Schedule 3 will also apply).
By inviting a user of the Charisma Platform to be a Licence Collaborator, the Customer who is inviting a Licence Collaborator accepts and understands that the Licence Collaborator shall be entitled to deplete Credits that have been purchased by the Customer and allocated to their unique Pro Licence and agrees that Charisma shall have no liability whatsoever in relation to (or arising out of) a Licence Collaborator’s unauthorised use and depletion of Credits belonging to the Customer.
Any Stories (including any and all Intellectual Property Rights in those Stories, and including Input and Output) that are created by a Licence Collaborator shall be deemed owned by the “relevant Licence Owner” (being the owner of the Licence used to create those Stories) and for the avoidance of doubt, where a Licence Collaborator also has their own unique Pro Licence (as well as being allowed to access a third-parties Customer’s Pro Licence as a Licence Collaborator) the “relevant Licence Owner” for the purposes of this Paragraph 6 shall be deemed to be the Licence Owner whose Pro Licence was first nominated and used upon creation of a Story (with the assumption being that that any such Story was created for the relevant Licence Owner and this is why their Licence was nominated first) and this shall remain the position notwithstanding any later amendment to the Pro Licence associated with any such Stories by the Licence Collaborator. The Licence Collaborator hereby assigns to the “relevant Licence Owner” (as determined in accordance with the above), at the point of creation and by way of future assignment, any and all rights (including any and all Intellectual Property Rights), title and interest in and to any Stories (created as a Licence Collaborator) that they may have from time to time.
Any Stories created by a Licence Collaborator who also holds their own unique Pro Licence will be subject to the provisions of Clause 5 and these Stories shall not be deemed owned by the “relevant Licence Owner” as set out at Paragraph 6 above provided that the Customer’s own Pro Licence was first nominated and used upon creation of the relevant Story (as opposed to the Licence Holder under which they are a Licence Collaborator), and they have not altered or changed the Pro Licence used for the Stories to be anything other than their own Pro Licence at any time following creation of the Stories. In the event that a Licence Collaborator creates a Story nominating their own Pro Licence and then later amends this to be deplete the Credits contained on the Pro Licence of a third party (for whom they are a Licence Collaborator) then the provisions of Paragraph 6 shall apply and any Stories created (including any and all Intellectual Property Rights in those Stories) shall be deemed to be owned by the “relevant Licence Owner” (being the Licence Owner whose Pro Licence replaced the Licence Collaborator’s at the time of the first change). In the event that this Paragraph 7 applies the Licence Collaborator hereby assigns to the “relevant Licence Owner” (being the Licence Owner of the Pro Licence that replaced the Licence Collaborator’s at the time of the first change), at the point of the first amendment to the Pro Licence associated within the relevant Story and by way of future assignment, any and all rights (including any and all Intellectual Property Rights), title and interest in and to any Stories (created as a Licence Collaborator in circumstances that are equivalent to those set out in this Paragraph 6) that they may have from time to time.
The Licence Owner of any Pro Licence that contains Licence Collaborators shall at all times remain responsible and liable for any breaches of Charisma’s Terms by one of their Licence Collaborators. In the event that a Licence Collaborator is in breach of any of Charisma’s Terms, Charisma reserves the right to remove that Licence Collaborator from the Licence Owner’s Pro Licence and also to terminate the Licence Owner’s Pro Licence. This Paragraph 8 is without prejudice to any other rights Charisma may have under Charisma’s Terms.
In the event that a Customer (being a “relevant Licence Owner”, as defined at Paragraph 6 or Paragraph 7) deletes their account on the Charisma Platform or their account is removed by Charisma (for any reason) whilst still having deemed ownership of Stories created by a Licence Collaborator (by virtue of this Schedule 2) then the following shall occur:
- a. The “relevant Licence Owner” shall continue to be deemed the owner of any and all rights (including any and all Intellectual Property Rights), title and interest in and to any Stories created by a Licence Collaborator but, by deleting their account on the Charisma Platform, the relevant Licence Owner may lose access to those Stories permanently; and
- b. The “relevant Licence Owner” shall be deemed to have granted to the Licence Collaborator who created any relevant Story (and to Charisma) a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence (with the right to sublicence) to use, copy, adapt, modify, distribute, licence, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit any of the Stories created by a Licence Collaborator in any capacity, including in connection with either the Licence Collaborator’s and Charisma’s business and both Charisma and the Licence Collaborator shall be entitled to continue to access and use the Stories to the exclusion of the “relevant Licence Owner” should they do wish.
This Paragraph 9 shall take precedence over Clause 11.7 in circumstances where a Customer deletes their account on the Charisma Platform but only in circumstances where the Customer who deletes their account on the Charisma Platform has Licence Collaborators who have created Stories and only in relation to the Stories created by Licence Collaborators (as opposed to Stories created by the Customer, which will continue to be subject to Clause 11.7).
In the event of deletion or removal of the “relevant Licence Owner’s” account in accordance with Paragraph 9 above, the Credits associated with the Licence Owner’s Pro Licence may be deleted or become inaccessible to the Licence Collaborator. Should this be the case, and should the Licence Collaborator want to continue to create, develop or use the Stories, then the Licence Collaborator will be required to either:
- a. obtain its own Pro Licence (should it not already have one), purchase a Credit Bundle for their Pro Licence and then use their own Pro Licence and Credits to make use of the Charisma Platform in relation to the Stories; or
- b. Contact Charisma to request that the existing Pro Licence belonging to the “relevant Licence Owner” which has now been removed may be transferred into the name of the Licence Collaborator so as to make the Licence Collaborator the new Licence Owner of that particular unique Pro Licence (with Charisma having ultimate discretion on whether to grant such a request

SCHEDULE 3: STORY COLLABORATORS

THIS SCHEDULE 3 SETS OUT THE SPECIAL ADDITIONAL RULES FOR STORY COLLABORATORS AND THESE RULES SHALL APPLY IF YOU AS A CUSTOMER EITHER INVITE A THIRD PARTY CUSTOMER TO ACT AS A STORY COLLABORATOR OR IF YOU ARE INVITED BY A THIRD PARTY CUSTOMER TO ACT AS A STORY COLLABORATOR. YOU SHOULD READ THE PROVISIONS OF THIS SCHEDULE CAREFULLY IN SUCH CIRCUMSTANCES

Customers, as Free Users or Licence Owners, may invite other Customers of Charisma and users of the Charisma Platform (either other Licence Owners or a Free Users) to be a Story Collaborator, and this can be done via the “collaborators” tab on the “story overview” tab of either a Starter Story or Pro Story. A Story Collaborator shall be identified as such under the Collaborators tab in a Starter Story or Pro Story once they have accepted the invite to become a Story Collaborator and the Story Owner shall also be identified as being the owner of the Starter Story or Pro Story. A Story Owner may remove a Story Collaborator at any time and for any reason, but a Story Owner cannot be removed from a Story.
In the event that a Free User is invited to be a Story Collaborator, the Free User in question warrants that their use of the Charisma Platform as a Pro User (which will be the case if they accept becoming a Story Collaborator) is for and on behalf of the Customer who has invited them to collaborate on their Starter Story or Pro Story in a business or professional capacity and not as a consumer.
A Customer (as Story Owner) who invites a Story Collaborator onto their Story shall be entitled to give the Story Collaborator varied levels of permission, and further details of the available permissions that can be granted to Story Collaborators can be found on Charisma’s website https://charisma.ai/docs/collaboration
The Customer (as Story Owner) responsible for inviting a Story Collaborator on to their Story hereby acknowledges and accepts that by allowing a Story Collaborator access to their Stories, they may (depending upon the level of permission granted) be granting permission for that Story Collaborator to view, edit make changes, publish and delete the relevant Story they are invited to and that Story Collaborator may be entitled to add further Story Collaborators. Charisma shall have no liability whatsoever in relation to (or arising out of) the actions of a Customer’s Story Collaborator (including, but not being limited to, unauthorised deletion or tampering with the Story).
The Customer (as Story Owner) hereby acknowledges and accepts that when a Story Collaborator is engaging, playing, creating and editing the Customer’s Story as a Story Collaborator, Credits that have been purchased and allocated to the Pro Licence of the Story Owner (or the Pro Licence associated with the Story) shall be depleted at the appropriate rates (as set out at Schedule 1 Part 2). Charisma shall have no liability whatsoever in relation to (or arising out of) the unauthorised use or depletion of any Credits by a Customer’s Story Collaborator.
Ownership of a Story (including any and all Intellectual Property Rights in that Story including Input and Output provided and received by a Story Collaborator when working on the Story) shall be deemed owned by the Story Owner. The Story Collaborator hereby assigns to the Story Owner at the point of creation and by way of future assignment, any and all rights (including any and all Intellectual Property Rights), title and interest in and to any Input or Output and/or the Stories in general created in any of the Story Owner’s Stories (created as a Story Collaborator) that they may have from time to time. The Story Collaborator hereby acknowledges and accepts that by engaging, playing, creating and editing the Customer’s Story as a Story Collaborator, they shall be deemed to have assigned all rights, title and interest in any Input and Output to the Story Owner.
In the event that a Customer as a Story Owner deletes their account on the Charisma Platform or their account is removed by Charisma (for any reason) whilst still having deemed ownership of Stories that have been contributed to by Story Collaborators (by virtue of this Schedule 3) then the following shall occur:
- a. The Story Owner shall continue to be deemed the owner of any and all rights (including any and all Intellectual Property Rights), title and interest in and to any Stories worked on by a Story Collaborator but, by deleting their account on the Charisma Platform, the relevant Story Owner may lose access to those Stories permanently;
- b. No licence to use, copy, adapt, modify, distribute, licence, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit any of the Stories that belong to the Story Owner shall be granted to any Story Collaborator, however the Story belonging to the Story Owner may continue to be accessible to Story Collaborators beyond termination or deletion of the Story Owner’s account and the Story Collaborators may still have the ability to work and publish a Story under which they are Collaborators.
  
  Should any Story Collaborator wish to continue to work on a Story owned by a Story Owner after termination or deletion of the Story Owner’s account, then the Story Collaborator(s) shall be required to contact the relevant Story Owner to obtain all relevant permissions from the Story Owner to do so. Charisma shall have no liability whatsoever in relation to (or arising out of) the unauthorised use or publication of any Story by a Customer’s Story Collaborator(s) following termination or deletion of the Customer’s account on the Charisma Platform.
- c. The Story Owner shall be deemed to have granted to Charisma a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence (with the right to sublicence) to use, copy, adapt, modify, distribute, licence, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit any Stories worked on by Story Collaborators in any capacity, including in connection with Charisma’s business and Charisma shall be entitled to continue to access and use the Stories to the exclusion of the Story Owner should they do wish.
This Paragraph 7 shall take precedence over Clause 11.7 in circumstances where a Customer deletes their account on the Charisma Platform but only in circumstances where the Customer who deletes their account on the Charisma Platform has Story Collaborators who have worked on their Stories and only in relation to the Stories that have been worked on by Story Collaborators (as opposed to Stories created solely by the Customer, which will continue to be subject to Clause 11.7).
The Story Owner of any Story that contains Story Collaborators shall at all times remain responsible and liable for any breaches of Charisma’s Terms by one of their Story Collaborators. In the event that a Story Collaborator is in breach of any of Charisma’s Terms, Charisma reserves the right to remove that Story Collaborator from the Story Owner’s Story or remove the Story Owner from the Charisma Platform. This Paragraph 8 is without prejudice to any other rights Charisma may have under Charisma’s Terms.