1. Agreement to Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Rebel VIP S.r.l. ("Company," "we," "us," or "our") governing your access to and use of the Animaflow software platform, website, and related services (collectively, the "Services").
By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Services.
If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.
CRITICAL NOTICE: If you use Animaflow's AI HR features (Freyja), you must also review our Privacy Policy and AI Act Compliance Documentation (available at https://animaflow.xyz/site/privacy-policy and provided at onboarding). Those documents clarify your obligations as a Data Controller under GDPR and EU AI Act.
2. Description of Services
Animaflow is a production management platform designed for animation and visual effects studios. The Services include:
- Self-hosted pipeline management software
- Shot and asset tracking systems
- Review and approval workflows
- AI-powered assistant tools (including Freyja AI HR Suite for Enterprise)
- Desktop applications and browser-based studio access
- API access for integrations
- Technical support and documentation
We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with reasonable notice when practicable (minimum 90 days for material changes affecting your subscription tier).
3. Account Registration
3.1 Account Creation
To access certain features of the Services, you must create an account. You agree to:
- Provide accurate, current, and complete information during registration
- Maintain and promptly update your account information
- Maintain the security and confidentiality of your login credentials
- Accept responsibility for all activities under your account
- Notify us immediately of any unauthorized access or security breach
3.2 Account Eligibility
You must be at least 18 years old and capable of forming a binding contract to use our Services. By creating an account, you represent that you meet these requirements.
4. License Grant and Restrictions
4.1 License Grant
Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to:
- Install and use the Animaflow software on your designated servers
- Access and use the Services for your internal business purposes
- Create user accounts for your authorized employees and contractors
- Use Freyja AI HR Suite (if included in your subscription) for internal HR decisions only
4.2 License Restrictions
You agree NOT to:
- Copy, modify, or create derivative works of the software (except as permitted for your own internal customizations, which remain your property)
- Reverse engineer, decompile, or disassemble the software
- Rent, lease, lend, sell, sublicense, or transfer the software to third parties (unless explicitly authorized in a separate written agreement with Rebel VIP)
- Remove or alter any proprietary notices or labels
- Use the Services to develop a competing commercial product or service and commercialize it. You may use Animaflow internally for your studio's operations without restriction; this restriction applies only to sublicensing, resale, or offering Animaflow as a service to other studios without authorization.
- Circumvent or disable any security or access control features
- Use the Services for any unlawful purpose
- Exceed the number of licensed users specified in your subscription
- Use the Services in any way that violates applicable law or infringes third-party rights
5. Subscription Plans and Payment
5.1 Pricing
Access to the Services requires a paid subscription. Current pricing plans are available at www.animaflow.xyz:
- Individual: $250/month - Single user license
- Studio: $4,000/month - Up to 50 users
- Enterprise: Custom pricing - Unlimited users, advanced features, Freyja AI HR Suite
Prices are subject to change with 30 days' notice. Current subscribers will be notified before any price changes affect their subscription.
5.2 Payment Terms
- Subscriptions are billed monthly or annually in advance
- Payment is due upon invoice receipt
- All fees are non-refundable except as expressly stated herein or required by applicable law
- We accept major credit cards and bank transfers
- You are responsible for all applicable taxes
- Currency: USD or EUR (at your election)
5.3 Late Payment
If payment is not received within 15 days of the due date, we may:
- Suspend access to the Services
- Charge interest at 1.5% per month on overdue amounts (or the maximum rate permitted by law, whichever is lower)
- Terminate your subscription after 30 days of non-payment
6. User Content and Data
6.1 Your Content
You retain all ownership rights to the content, data, and materials you upload, create, or store using the Services ("User Content"), including production files, project data, and HR information. Animaflow is a self-hosted solution, meaning your User Content remains on your infrastructure.
6.2 License to User Content
You grant us a limited license to access your User Content solely as necessary to:
- Provide technical support when explicitly requested by you
- Diagnose and resolve technical issues
- Ensure proper functioning of the Services
- Comply with legal obligations
Rebel VIP does NOT access, analyze, or process your User Content for any other purpose, including AI model training, analytics, or commercial use.
6.3 Data Control and Responsibility
CRITICAL: If you use Animaflow's AI HR features (Freyja):
- You are the Data Controller for any employee, candidate, or HR-related data you provide to Freyja
- Rebel VIP is the Software Provider, not a Data Processor (we do not process your data; it remains local on your servers)
- You are responsible for:
- Conducting a Data Protection Impact Assessment (DPIA) if you use Freyja for recruitment, promotion, or employment decisions
- Disclosing to employees and candidates that AI is used in HR processes (GDPR Art. 13-14, AI Act transparency requirements)
- Testing Freyja for bias and fairness before production use
- Maintaining audit logs for 3 years (AI Act Art. 12 requirement)
- Ensuring no discriminatory outcomes (AI Act Art. 6)
- Obtaining employee/candidate consent where legally required
- Rebel VIP provides: Technical documentation, DPIA templates, bias testing guidance, and support to help you fulfill these obligations (see our AI Act Compliance Documentation)
6.4 Your Responsibilities (All Users)
You are solely responsible for:
- The legality, reliability, and appropriateness of your User Content
- Obtaining necessary rights and permissions for your User Content
- Backing up your User Content
- Ensuring your use complies with applicable laws and regulations, including GDPR, AI Act, data protection, and employment laws
7. Intellectual Property
7.1 Our Intellectual Property
The Services, including all software, documentation, designs, text, graphics, logos, and other materials, are owned by Rebel VIP S.r.l. and protected by intellectual property laws. Nothing in these Terms grants you any right, title, or interest in our intellectual property except the limited license expressly granted herein.
7.2 Feedback
If you provide feedback, suggestions, or ideas regarding Animaflow product features or functionality, you grant us a perpetual, irrevocable, royalty-free license to use such feedback without compensation or attribution.
EXCLUDED: Feedback that includes your confidential information (e.g., your studio's HR processes, customer data, business strategies) is not included in this license. Rebel VIP will treat such information as confidential per Section 10.
7.3 Trademarks
"Animaflow," "Rebel VIP," and associated logos are trademarks of Rebel VIP S.r.l. You may not use these trademarks without our prior written consent.
8. AI Assistants (Freyja and Other AI Features)
8.1 AI Services
The Services include AI-powered assistant features:
- Production Assistants (Thor, Heimdallr, Loki, Fenrir) support general production tasks (resource planning, scheduling, note-taking)
- Freyja AI HR Suite — Available exclusively to Enterprise subscribers; provides AI-assisted recruiting, talent development, and HR analytics
All AI features are designed to support your workflow, not to replace professional judgment or human decision-making.
8.2 Freyja AI HR — High-Risk System (AI Act Compliance)
Classification: Freyja is classified as a "high-risk AI system" under EU AI Act 2024/1689, Article 6, because it can support decisions affecting fundamental rights of employees (recruitment, promotion, compensation).
Rebel VIP's Obligations:
- ✅ Provide transparent technical documentation of Freyja (architecture, capabilities, limitations)
- ✅ Support your DPIA with templates and guidance
- ✅ Implement explainability (Freyja outputs include reasoning: why a candidate ranked this way, what factors were considered)
- ✅ Conduct annual bias testing and provide results
- ✅ Provide bias mitigation guidance to help you test on your data
- ✅ Maintain audit logs of all Freyja operations for compliance
- ✅ Respond to security vulnerabilities within [X days] with patches
- ✅ Ensure Freyja operates entirely on your infrastructure (no data transmission to Rebel VIP servers)
Your Obligations (Studio/Data Controller):
- ✅ Conduct a DPIA if you use Freyja for recruitment, promotion, or employment decisions (GDPR Art. 35, AI Act requirement)
- ✅ Disclose to employees and candidates that AI is used in HR processes (GDPR Art. 13-14)
- ✅ Test Freyja for bias against protected characteristics (gender, age, ethnicity, disability) before production
- ✅ If bias >5% discrepancy rate detected, contact Rebel VIP or apply mitigations before use
- ✅ Maintain 3-year audit logs of all Freyja outputs
- ✅ Ensure human review of all Freyja recommendations before final HR decisions
- ✅ Provide employees/candidates right to explanation of AI recommendations
- ✅ Provide employees/candidates right to appeal or request human review
- ✅ Do not automate HR decisions entirely; Freyja is a tool, not a decision-maker
8.3 AI Limitations and Disclaimers
You acknowledge that:
- AI outputs may contain errors or inaccuracies — Freyja can make mistakes; it is a tool, not infallible
- AI should not be relied upon for critical decisions without human review — All Freyja recommendations must be reviewed by a human before action
- We do not guarantee accuracy, completeness, or reliability of AI outputs — Freyja's performance depends on your data quality, RAG quality, and use case
- You are responsible for validating AI-generated content — Review all outputs carefully before use in HR decisions
- Freyja's recommendations are not legal or HR professional advice — Consult with qualified HR professionals or employment lawyers for complex decisions
- Freyja may have inherent bias — Historical training data may reflect societal biases; you must test and monitor
8.4 Data and AI Training
- Freyja does NOT use your data for model training. Your HR data never leaves your servers; the Freyja model was trained on non-proprietary datasets or public data only.
- Freyja generates and remains on your infrastructure — Each studio has their own local RAG (Retrieval-Augmented Generation); it is not shared with Rebel VIP or other studios.
- Rebel VIP has NO access to your HR data unless you explicitly grant temporary access for support purposes (with written approval, time-limited tokens).
8.5 Support and Documentation
Rebel VIP provides (included in your subscription):
- Technical documentation on Freyja architecture and capabilities
- DPIA template for your legal/compliance team
- Bias testing guidance and scripts
- Privacy Notice template (paragraph on AI use to disclose to employees)
- Webinar: "Using Freyja in Compliance with GDPR and AI Act"
- Email support: [email protected]
9. Acceptable Use Policy
You agree not to use the Services to:
- Violate any applicable law, regulation, or third-party rights
- Transmit malware, viruses, or other harmful code
- Interfere with or disrupt the Services or servers
- Attempt to gain unauthorized access to any systems
- Engage in any activity that could damage our reputation
- Use automated means to access the Services without permission (excluding authorized API integrations)
- Collect or harvest user information without consent
- Impersonate any person or entity
- Use Freyja AI HR in a way that violates data protection, employment, or anti-discrimination law (e.g., using AI to discriminate against protected groups, bypassing required human review, or failing to disclose AI use to employees)
10. Confidentiality
Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the relationship. This obligation does not apply to information that:
- Is or becomes publicly available through no fault of the receiving party
- Was rightfully known prior to disclosure
- Is independently developed without use of confidential information
- Is required to be disclosed by law
- Pertains to your User Content (which you control under Section 6)
Exception for Rebel VIP: Customer feedback marked as "Confidential" is excluded from the feedback license in Section 7.2.
11. Warranties and Disclaimers
11.1 Our Warranties
We warrant that:
- We have the right to provide the Services
- The Services will perform substantially as described in the documentation (on-premise deployment, data isolation, local AI execution)
- We will provide the Services with reasonable skill and care
- For Freyja: We will maintain the Freyja AI model to industry standards; conduct annual bias testing; and provide you with technical documentation and support
11.2 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
WE DO NOT WARRANT THAT:
- The Services will be uninterrupted, error-free, or completely secure
- Freyja AI outputs will be accurate, unbiased, or suitable for any specific HR decision
- The Services will meet all your business requirements
- Any third-party integrations will work without error
YOU ARE RESPONSIBLE FOR:
- Testing Freyja before production use
- Validating all AI outputs
- Maintaining security of your on-premise deployment
- Backing up your data
- Compliance with applicable laws
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
IN NO EVENT SHALL REBEL VIP S.r.l. BE LIABLE FOR:
- Indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, goodwill, or business opportunity
- Any damages arising from: incorrect AI outputs, bias in Freyja, failure to disclose AI use, or your violation of obligations under Section 6.3 or 8
- Data loss or corruption, except where caused by our gross negligence (you are responsible for backups under Section 6.4)
OUR TOTAL LIABILITY FOR ALL CLAIMS arising from or related to these Terms shall not exceed the amounts paid by you in the twelve (12) months preceding the claim, or €10,000 (whichever is greater).
THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY (contract, tort, negligence, strict liability, etc.) and even if we have been advised of the possibility of such damages.
EXCEPTIONS: These limitations do NOT apply to:
- Your indemnification obligations (Section 13)
- Either party's confidentiality obligations (Section 10)
- Gross negligence or willful misconduct by Rebel VIP
- Violations of applicable law that cannot be limited by contract
Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability, so some of the above limitations may not apply to you.
13. Indemnification
You agree to indemnify, defend, and hold harmless Rebel VIP S.r.l. and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:
- Your use of the Services
- Your violation of these Terms
- Your violation of any third-party rights
- Your User Content
- Your violation of data protection, employment, or anti-discrimination law in your use of Freyja AI (e.g., if you use Freyja in a discriminatory manner, fail to disclose AI use, or violate employee rights, and you are sued, you indemnify Rebel VIP for damages)
- Your failure to conduct a required DPIA or obtain required consents before using Freyja
14. Term and Termination
14.1 Term
These Terms commence when you first access the Services and continue until terminated.
14.2 Termination by You
You may terminate your subscription at any time by providing written notice (email to [email protected]). Termination will be effective at the end of your current billing period.
No refunds will be provided for unused portions of prepaid subscriptions, except as required by applicable law or expressly agreed in writing.
14.3 Termination by Us
We may terminate or suspend your access immediately if:
- You materially breach any provision of these Terms and fail to cure within 30 days of written notice
- You fail to pay fees when due and fail to cure within 15 days of notice
- We are required to do so by law or court order
- We discontinue the Services (with 90 days' notice and reasonable wind-down support)
14.4 Effect of Termination
Upon termination:
- Your license to use the Services immediately terminates
- You must cease all use of the software within 30 days
- You must delete or remove all copies of the Animaflow software from your systems within 30 days
- Your User Content remains on your infrastructure (we have no access to it; you are responsible for deletion or archival)
- You may export all your data from Animaflow before or after termination; Rebel VIP will provide export tools upon request
- Rebel VIP will delete or anonymize all your account information, usage logs, and support records within 90 days of termination, except as required by law (e.g., billing records for 7 years per tax law)
- You remain liable for any outstanding fees or breaches
14.5 Survival
The following provisions survive termination indefinitely:
- Section 6 (Your Content) — your ownership of your data
- Section 7 (Intellectual Property) — our IP ownership
- Section 10 (Confidentiality) — confidentiality obligations
- Section 12 (Limitation of Liability) — liability caps
- Section 13 (Indemnification) — your indemnification obligations
- Section 15 (Governing Law and Dispute Resolution)
- Section 16 (General Provisions)
15. Governing Law and Dispute Resolution
15.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of Italy, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15.2 Dispute Resolution
Any dispute, claim, or controversy arising from or relating to these Terms, the Services, or your relationship with Rebel VIP shall be resolved as follows:
Step 1: Good-Faith Negotiation
- Either party may initiate negotiation by sending a written notice to the other party describing the dispute
- Both parties will attempt to resolve the dispute through good-faith negotiation within 30 days
- Negotiation will be conducted by senior representatives who have authority to settle
Step 2: Binding Arbitration (if Step 1 fails)
- If negotiation does not resolve the dispute within 30 days, either party may initiate binding arbitration
- Arbitration will be conducted under the rules of the Italian Chamber of Arbitration (Camera Arbitrale di Milano)
- The arbitral tribunal will consist of three arbitrators (one appointed by each party; the third appointed by the arbitrators or the Chamber)
- Proceedings will be conducted in English
- Each party will bear its own costs; arbitration costs will be split equally unless the tribunal awards costs to the prevailing party
- The arbitration award is final and binding and may be enforced in any court of competent jurisdiction
15.3 Jurisdiction
For any matters not subject to arbitration (e.g., injunctive relief, enforcement of arbitration award), you consent to the exclusive jurisdiction of the courts located in Milan, Italy. Both parties irrevocably submit to the jurisdiction of these courts.
15.4 Injunctive Relief
Notwithstanding Section 15.2, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm (e.g., breach of confidentiality, IP infringement).
16. General Provisions
16.1 Entire Agreement
These Terms, together with our Privacy Policy and AI Act Compliance Documentation (available at www.animaflow.xyz), constitute the entire agreement between you and Rebel VIP S.r.l. regarding the Services. Any separate written agreement (e.g., a Data Processing Agreement or custom license) will supersede these Terms to the extent of conflict.
16.2 Severability
If any provision of these Terms is found to be unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
16.3 Waiver
Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative.
16.4 Assignment
You may not assign or transfer these Terms or your subscription without our prior written consent. Any unauthorized assignment is void. Rebel VIP may assign these Terms or sell the Services to a successor without restriction, provided Rebel VIP notifies you and the successor assumes all obligations.
16.5 Notices
We may provide notices to you via:
- Email to the address on your account
- Message through the Services dashboard
- Posting on our website (www.animaflow.xyz) or in the software
You may provide notices to Rebel VIP at:
Notices are effective when sent (email) or posted (website).
16.6 Force Majeure
Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to:
- Natural disasters, earthquakes, floods, or pandemics
- War, terrorism, or government actions
- Strikes, labor disputes, or supply chain disruptions
- Internet or infrastructure failures (except our own data center outages)
The affected party must notify the other within 15 days and use reasonable efforts to resume performance.
16.7 Third-Party Beneficiaries
These Terms are for the benefit of you and Rebel VIP only. No third party has any rights or claims under these Terms.
17. Changes to Terms
We reserve the right to modify these Terms at any time. We will provide notice of material changes by:
- Posting the updated Terms on our website (www.animaflow.xyz)
- Updating the "Last updated" date at the top of this document
- Sending you an email notification (for material changes affecting your rights or obligations)
- For Freyja AI HR users: Notifying you of changes to AI-related obligations at least 30 days in advance
Your continued use of the Services after such changes constitutes acceptance of the modified Terms. If you do not accept the modified Terms, you must terminate your subscription per Section 14.2.
18. Contact Information
For questions, concerns, or notices regarding these Terms, please contact us:
