Dubdub.ai: Terms and Conditions
Last Updated: 21st Jun, 2023
Terms of Service
Effective From: 21st Jun, 2023
INTRODUCTION
This Terms of Service Agreement (“Agreement”) governs customer’s (“Customer”, “You”, “Your”) acquisition and use of services made available by Commix Media Inc, a Delaware corporation, (“Company”, “We”, “Us” or “Our”) at https://dubdub.ai/ and its subdomains (collectively, “Site”) and related apps (“App”), including, but not limited, free trails, limited releases, paid services, subscription-based services, enterprise services and/or any other service made available by Company that indicate the applicability of this Agreement. Company is entering into this Agreement on behalf of itself and its Affiliates (as defined below). [A.1] [SSM2] Please read the contents of this document carefully before using Company’s services.By undertaking any of the following actions, You demonstrate that You have read and agree to this Agreement: (1) by signing up for a free trial, (2) by signing up for a paid service, (3) by using the website or service, or (4) by ticking a box indicating acceptance of this Agreement, or (5) by creating an account on the Site or App. You further indicate that You have read, understood, and agree to the Privacy Policy, as updated from time to time. The latest version of the Privacy Policy can be accessed at [https://app.dubdub.ai/terms~~please add a link of privacy policy~~].This Agreement is effective between Customer and Company as of the date on which Customer accepts this Agreement.1. DEFINITIONS1.1. “Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.1.2. “Agreement” means this Terms of Service and includes the Privacy Policy, and any other additional terms and conditions as may be agreed upon by the parties prior to the provision of additional services by Company.1.3. “Confidential Information” means and includes all non-public and/or private information disclosed by the Disclosing Party to the Receiving Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data. Confidential Information of Company includes non-public aspects of the, software or documentation related to the Services, Company’s technical know-how, inventions, materials, product development plans, pricing under this Agreement, and marketing plans. Confidential Information of each Party includes non-public aspects of business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. Notwithstanding anything to the contrary above, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third Party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.1.4. “Customer”, “You”, or “Your” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates).1.5. “Customer Data” means electronic data and information submitted by or for Customer to the Services, or collected by Company on the behalf of Customer. Customer Data includes but is not limited to, video uploaded by Customer, output provided by the Company, and voice samples provided by Customer to Company to provide Services.1.6. “Disclosing Party” means the party that discloses Confidential Information to the other Party.1.7. “Force Majeure Event” means an event or effect that cannot be reasonably anticipated or controlled, which even by the exercise of reasonable diligence cannot prevent non-performance, and in particular, performance of the Services. These occurrences and events include, but are not limited to: acts of God; acts of government; acts of war; acts of public enemies; acts of terror; strikes or other labor problems; natural disaster; floods; fires; earthquakes; epidemic; pandemic; civil unrest; riots; explosions; outages; general Internet brown-outs or black-outs or shortage of bandwidth; hardware failures; hacking, denial of service or ransomware attacks; actions of the elements; or other similar causes beyond the control of Customer or Company in the performance of this Agreement.1.8. “Free Service(s)” means Services that Company makes available to Customer at no cost, including but not limited to services provided for evaluation purposes without a fee.1.9. “Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including but not limited to, viruses, worms, time bombs, and Trojan horses.1.10. “Purchased Services” means Services that Customer or Customer’s Affiliate purchases, as distinguished from Free Services.1.11. “Receiving Party” means the party that received Confidential Information from the other Party.1.12. “Services” means all products and services that are availed by Customer or provided to Customer by Company.1.13. “Site” means the website at https://www.dubdub.ai/ and its subdomains.1.14. “Translation Verifier(s)” has the meaning assigned to it in Section 4.1.15. “Verification Service” has the meaning assigned to it in Section 4.2. COMPANY’S RESPONSIBILITIES2.1. Provision of Purchased Services. Company will:2.1.1. make the Services available to Customer pursuant to this Agreement;2.1.2. use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Company shall give advance electronic notice), and (ii) any Force Majeure Event under the terms of this Agreement; and2.1.3. provide the Services in accordance with applicable laws and government regulations, and subject to Customer’s use of the Services in accordance with this Agreement.2.2.Support Service. Company may, but has no obligation to provide reasonable technical support to Customer, at Customer’s written request, for usage of Services.2.3.Protection of Customer Data. Company will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data, as described in detail in Our Privacy Policy. Those safeguards include, but are not limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer). For more details on how Company protects Customer Data, please refer to Company’s Privacy Policy.2.4.Company’s Personnel. Company will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with Company’s obligations under this Agreement, except as otherwise specified in this Agreement.3. USE OF SERVICE3.1. Usage Limits. Company may place technical or non-technical limitations on the use of the Service(s) by Customer, including but not limited to allocation of languages available for translation; file size; number of videos; duration of videos; processing time; use cases; or as specified in the Service. Company shall not be liable for any loss or damage faced by the Customer or any third party as a result of any technical or non-technical limitation, whether or not such limitation is explicitly mentioned above. Company may, where technically possible and feasible, offer to increase certain limits placed upon certain features and functionalities. Customer understands that Company may refuse to increase a limitation with or without for any reason at its sole discretion. Customer further understands that certain technical limitations cannot be increased as they may be beyond Company’s control or may require disproportionate effort.3.2.Customer Responsibilities. Customer shall:3.2.1. be responsible for compliance with this Agreement;3.2.2. be responsible for Customer’s conduct;3.2.3. be responsible for Customer’s handling of its own Customer Data;3.2.4. use commercially reasonable efforts to prevent unauthorized access to or use of Services, and promptly, but in no case later than 48 hours of gaining such knowledge, notify Company of any such unauthorized access or use;3.2.5. be solely responsible for ensuring that the Customer’s account is not used by or on behalf of any third-party without explicit written permission from Company;3.2.6. be solely responsible for any activity occurring in Customer’s account except any conduct that is directly and solely attributable to Company without Customer’s authorization and in violation of this Agreement;3.2.7. be solely responsible for compliance with any state or federal laws applicable to Customer’s use of the Service;3.2.8. be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and others;3.2.9. provide true, accurate, and current information as requested by Company at any time, and promptly and regularly update Customer’s information to maintain its accuracy and completeness. Company reserves the right to suspend or terminate Your account and refuse any and all current or future use of the Service, in whole or in part, by You for providing any Customer information that is untrue, inaccurate, incomplete or not current;3.2.10. agree and acknowledge that Service(s) may contain features designed to interoperate with non-Company applications. Company cannot guarantee the continued availability of such features, and may cease providing them without notice, without assigning any reason and without entitling Customer to any refund, credit, or other compensation. We may, for example and without limitation, cease offering such a feature if the provider of a non-Company application ceases to make the non-Company application available for interoperation with the corresponding features in a manner acceptable to Company;3.2.11. agree and acknowledge any use of the Services in breach of the foregoing by Customer that in Company’s judgment threatens the security, integrity, or availability of Company’s services, may result in Company’s immediate suspension of the Services; however, Company’s will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension; and3.2.12. shall agree and acknowledges that Company uses artificial intelligence to provide Services. Customer shall acknowledge that artificial intelligence has its limitations, including but is not limited to, refusing to answer, generating responses that may be incorrect, harmful, and containing error. Customer agrees that the training data for the artificial intelligence may not be up to date. In such events, Company shall not be held liable for any loss or damage that Customer may have incurred due to the usage of Services.3.3.Usage Restrictions. Customer shall not:3.3.1. make any Service available to anyone other than Customer;3.3.2. share an account with any third party, share login credentials of an account with any third party, or use any third party’s account to access the Service;3.3.3. use a single account on behalf of multiple third parties, including but not limited to Your clients, without a valid Consultant License specifically authorizing such use;3.3.4. use a Service to store, translate, or transmit infringing, libelous, obscene, threatening, harassing, hate-oriented, defamatory, racist, illegal, or otherwise objectionable, unlawful, or tortious material;3.3.5. engage in any activity that violates any law, or any third party right, including any intellectual property rights, privacy rights, or publicity rights of others;[A.3] [SSM4]3.3.6. use a Service to upload, store, translate, or transmit material, or perform any other activity, that would result in a violation of third-party privacy rights or third-party intellectual property rights;3.3.7. use a Service to store or transmit Malicious Code;3.3.8. interfere with or disrupt the integrity or performance of any Service or third-party data contained therein;3.3.9. misuse Services by interfering with their normal operation or attempting to access them using a method other than through the interfaces and instructions provided by Company;3.3.10. attempt to gain unauthorized access to any Service or its related systems or networks;3.3.11. attempt, permit, or undertake direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit, or use any Services to access or use any of Company’s intellectual property except as permitted under this Agreement;3.3.12. except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent; and3.3.13. engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. Company reserves the right to notify You of Your abusive or excessive usage to provide You with an opportunity to reduce such usage to a level acceptable to Company.3.4.Change to the Services. Company may add, alter, or remove features from any Service, at any time at its sole discretion. Company may limit, suspend or discontinue a Service at any time in its sole discretion. Provided, however, that no such addition, alteration, removal, limitation, suspension, or discontinuation, will result in an overall decrease in the functionality available to, and used by, Customer during the then ongoing term of this Agreement. Notwithstanding anything above, Company may undertake or implement any such alteration, removal, limitation, suspension, or discontinuation, if required for compliance with an applicable law, law enforcement, court order, third-party intellectual property rights, or other legal obligation. Where possible and feasible, Company will provide a reasonable notice of not less than two weeks for any such suspension or discontinuation.3.5.New Services. Company may introduce new products and services to complement Our existing Services. If such new services are not included in Your existing Purchased Services, Company reserves the right and sole discretion to decide whether or not the new services will be made available to Customer, whether or not such new services will be made available as part of Customer’s existing Subscription, and whether or not the availability of such new services shall be subject to payment of an additional charge. Customer may, at Customer’s sole discretion, choose to provide comments or feedback to Company. Company may, but shall have no obligation to, use the comments or feedback to improve Service(s) offered by Company.3.6.Free Services. Company may provide Free Services to Customer, including but not limited to free trials of certain Services for the purpose of evaluation, subject to the terms and conditions of this Agreement.3.6.1. Free Services are provided without charge up to certain limits, and usage beyond those limits will require Customer to purchase additional resources or Services. Customer acknowledges that the provision of Free Services is subject to the limits placed upon them by the Company and agrees not to attempt to circumvent any such limits. During a free trial of a Service, any data entered into the Service and any customizations made to the Service by or for Customer will be permanently lost unless Customer purchases a subscription to the same Service covered by the trial, upgrades to applicable Services, or exports such data. Customer is solely responsible for exporting Customer data from Free Services before termination of access for any reason. Customer cannot transfer data or customizations made during the free trial to a Service that would be a downgrade from that covered by the trial; therefore, if Customer purchases a Service that would be a downgrade, Customer must export Customer data before the end of the trial period or the data will be irrecoverably lost. Customer should review the applicable Service's documentation during the trial period to become familiar with the features and functions of the Service before making a purchase. Company may terminate Customer's access to Free Services or any part thereof at any time without prior notice, and without liability to Customer or any third party.3.6.2. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, FREE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, AND COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS. CUSTOMER AGREES THAT COMPANY SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY KIND WITH RESPECT TO THE FREE SERVICES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE FREE SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT, AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER. WITHOUT LIMITING THE FOREGOING, COMPANY AND ITS AFFILIATES AND LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (a) CUSTOMER’S USE OF THE FREE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (b) CUSTOMER’S USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR, OR (c) DATA OR INFORMATION PROVIDED BY THE COMPANY WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO COMPANY AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT, AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.3.6.3. Customer acknowledges and agrees that any termination of Customer’s access to the Free Services may result in the loss of features or capacity of the Free Services. Company may modify or discontinue the provision of Free Services (or any part thereof) at any time without notice, and that Company shall not be liable to Customer or any third party for such modification or discontinuation. Company may, in its sole discretion, elect to provide Customer with an opportunity to retrieve Customer data from the Free Services following any termination of Customer’s access to the Free Services.[SSM5]3.7.Notice for this Section. For the purpose of this section, notices may be shown in the user interface of the Site, or sent to the contact information provided by Customer.4. Third Party Translation Verification. Company may provide access to quality and assurance process services (“Verification Service”) by independent third-party contractors (“Translation Verifiers”). You may use the Verification Service to verify the accuracy of the output provided by Company. Use of the Verification Service may be subject to payment of an additional fee specified by the Company. The Company takes reasonable measures to: (a) protect Customer Data; and (b) ensure that the Translation Verifiers are native speakers of the target language or have a high level of proficiency in the target language. Notwithstanding anything to the contrary above, You understand, acknowledge, and agree, that: (i) the Company does not control the actions of such Translation Verifiers, and shall not be liable or responsible for any breach of this Agreement by Translation Verifiers; (ii) the Company cannot verify the accuracy of the work performed by these independent third party contractors; (iii) to provide the Verification Service, the Company must provide access to Your voice samples, translations, and other relevant information, to such independent third party contractors; and (iv) Translation Verifiers may be located in any part of the world. [A.6] [SSM7]5. FEES AND PAYMENT5.1. Fees. Except for Free Trial and Free Services, Customer will pay all fees as specified as by Company based on the usage. Except as otherwise agreed by and between parties, (i) fees is based on Services availed, (ii) payment obligations are non-cancelable and fees are non-refundable, and (iii) subscription purchased cannot be decreased during the relevant subscription term.5.2.Change in Fee. Company may change the fees charged for the Services at any time, the change will become effective only at the end of the then-current billing cycle of Your subscription. Company will provide You with reasonable prior written notice of any change in fees to give You an opportunity to cancel Your purchased Services before the price change becomes effective.5.3.Invoicing and Payment. Customer agrees to provide Company with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Company. If Customer provides credit card information to Company, Customer authorizes Company to charge such credit card for all Purchased Services as set forth in the “Term of Purchased Subscriptions” section below. Such charges shall be made in advance in accordance with any different billing frequency by the Company. If it is agreed by and between the parties that payment will be by a method other than a credit card, Company will invoice Customer in advance. Customer is responsible for providing complete and accurate billing and contact information to Company and notifying Company of any changes to such information.5.4.Overdue Charge. If any invoiced amount is not received by Company by the due date, then without limiting Company’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Company may condition future Services on payment terms shorter than those specified in the “Invoicing and Payment” section above.5.5.Chargeback. Initiating a chargeback for any fees or payment made to or deducted by Company shall constitute a violation of this Agreement. Company reserves the right to: (a) disable or delete Your account(s) and all associated data, (b) revoke Your licenses, (c) refuse to provide Services in future, (d) charge late interest at the rate of 1.5% of the amount per month, or the maximum rate permitted by law, whichever is lower, (e) condition future Services on payment terms shorter than those specified in the “Invoicing and Payment” section above, and/or (f) initiate appropriate legal action against You for violation of this clause.5.6.Suspension of Service. If any charge owing by Customer under this agreement for Services is 10 days or more overdue, Company may, without limiting its other rights and remedies, suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, Company will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer.5.7.Reactivation Charges. Any account that has been terminated, suspended or any subscription that has been cancelled under the terms of this Agreement, may be reactivated by the Customer and Company on mutually agreeable terms upon payment of such charges and fees as may be determined by Company in its sole discretion.5.8.Payment Disputes. If Customer disputes the applicable charges in good faith on a reasonable ground, and cooperates diligently to resolve the dispute, Company will not exercise its rights under the “Overdue Charges”, “Chargeback”, or “Suspension of Service” sections above for up to 30 days or such additional period as agreed by Company in writing.5.9.Taxes. Company’s fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, goods and service, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Company has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Company will invoice Customer and Customer will pay that amount unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Company is solely responsible for taxes assessable against it based on its income, property, and employees.6. PROPRIETARY RIGHTS AND LICENSES6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Company, its Affiliates, its licensors and content providers reserve all of their rights, titles, and interests in and to the Services, logos, software, and other materials created by them, including all of their related intellectual property rights. Company owns all rights, titles, and interests in and to Company’s registered and unregistered, domestic and foreign trademarks, service marks, trademark applications, service mark applications, trade names, patents, patent applications, copyrights, copyright applications, discoveries, know-how and trade secrets of and relating to the Services. You agree not to remove and to always include any and all copyright and intellectual property notices attached to intellectual property owned by or otherwise licensed to You by Company, its Affiliates, its licensors and/or its content providers, including all templates. No one may copy, reproduce, transmit, post, distribute or create, derivative works from the Services without express, prior written authorization from Company. No rights are granted to Customers hereunder other than as expressly set forth herein.6.2.License by Customer to Company. Customer grants Company, and its Affiliates a worldwide, royalty-free, non-exclusive, limited license to host, copy, use, transmit, display and distribute any intellectual property as necessary to perform the obligations under this Agreement. Further, Customer grants Company a non-exclusive, worldwide, irrevocable, royalty-free right to use Customer’s name, logo, and testimonials in marketing materials, including on the Site.6.3.License by Customer to Use Feedback. Company may occasionally request feedback from Customer regarding Customer’s use of the Service. Customer grants to Company, its Affiliates, assignees, subsidiaries, and successors a worldwide, perpetual, irrevocable, and royalty-free license to use and incorporate into its products and services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer relating to the operation of Company’s or its Affiliates’ services without any obligations to Customer, including but not limited to acknowledgement, limitation, or notice of any kind.6.4.Customer Retain Ownership of Customer Data. Customer owns all rights, titles and interests in its own intellectual property including: (i) its trademark, (ii) the output of the Services, and (iii) voice samples provided. The Customer grants an unlimited rights to Company to use voice samples for purposes including, but not limited to, enhancement of Company’s Services, enterprise solutions, machine learning algorithms, and analysis.7. CONFIDENTIALITY AND NON-DISCLOSURE.7.1. Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than a reasonable degree of care to: (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have confidentiality obligations not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement to any third party other than its Affiliates, legal counsels and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsels, or accountants will remain responsible for such Affiliate’s, legal counsel’s, or accountant’s compliance with this “Confidentiality” section. Notwithstanding anything to the contrary above, Company may disclose: (a) the terms of this Agreement to a subcontractor or independent third party service provider(s) to the extent necessary to perform Company’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein; and/or (b) as required or permitted by Section 4 (“Third Party Translation Verification”), Section 6.2 (“License by Customer to Company”), and/or Section 6.3 (“License by Customer to Use Feedback”).7.2.Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, including but not limited to obligations under a local, state or federal law, provided that the Receiving Party gives: (a) prior notice of the compelled disclosure to the Disclosing Party (to the extent legally permitted); and (b) reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law or a legal proceeding to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.8. REPRESENTATIONS AND WARRANTY DISCLAIMERS8.1. Representations. Each party represents that it has (i) no legal or contractual obligations that prevent it from entering into this Agreement; and (ii) the legal power to do so. Each individual executing this Agreement on behalf of a party hereby represents and warrants that it is authorized to do so on behalf of such party.8.2.Company Warranties. Company warrants that during an applicable subscription term (a) this Agreement will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer’s data, (b) Company will not materially decrease the overall security of the Services, (c) the Services will be provided in a workmanlike manner that conforms to the relevant, prevailing industry standard, and (d) Company will not decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.8.3.Warranty Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MECHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOTMENT, OR NON-INFRINGEMENTM TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. FREE TRIALS AND FREE SERVICES ARE PROVIDED “AS IS”, AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. COMPANY EXPRESSLY DISCLAIMS THAT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, ERROR-FREE, ACCURATE, OR RELIABLE.9. INDEMNIFICATION9.1. Indemnification by Company.9.1.1. Company will defend Customer against claims brought against Customer and its Affiliates by any third party alleging that Customer’s and its Affiliates’ use of Service(s) infringes or misappropriates a patent claim, copyright, or trade secret right. Company will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement Company enters into) with respect to these claims.9.1.2. Company’s obligations under this section “Indemnification by Company” will not apply if the claim results from (i) Customer’s breach of this Agreement, (ii) use of Service(s) in conjunction with any product or service not provided by Company, or (iii) use of Service(s) provided for no fee including but not limited to Free Service.9.1.3. In the event a claim is made or likely to be made, Company may (i) procure for Customer the right to continue using the Service under the terms of the Agreement, or (ii) replace or modify the Service to be non-infringing without a material decrease in functionality. If these options are not commercially reasonably available, Company or Customer may terminate Customer’s subscription to the affected Cloud Service upon written notice to the other party.9.2.Indemnification by Customer. Customer will defend Company against claims brought against Company and its Affiliates and subcontractors by any third party related to Customer Data or use of Service(s) by Customer. Customer will indemnify Company against all damages finally awarded against Company and its Affiliates and subcontractors (or the amount of any settlement Customer enters into) with respect to these claims.9.3.Third Party Claim Procedure.9.3.1. The party against whom a third party claim is brought will notify the other party in a timely manner in writing of any claim, reasonably cooperate in the defense and may appear (at its own expense) through counsel reasonably acceptable to the party providing the defense.9.3.2. The party that is obligated to defend a claim will have the right to fully control the defense.9.3.3. Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by, the party against whom the claim is brought.9.4.Exclusive Remedy. This “Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.10. LIMITATION OF LIABILITY10.1. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT AND ALL AGREEMENTS EXECUTED UNDER THE AGREEMENT OR AS A PART OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY FOR AND WITHIN THE PERIOD OF TWELVE MONTHS IMMEDIATELY PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE OR $[ please specify the maximum liability cap you would like to keep under the terms and conditions[A.8] [A.9] [SSM10] ], WHICHEVER IS LOWER. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT CUSTOMER'S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE. COMPANY’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT IS LIMITED TO DIRECT MONETARY DAMAGES. IN NO EVENT WILL COMPANY BE LIABLE FOR PROVIDING SUBSTITUTE SERVICES.10.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS, OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICES (OR INFORMATION AVAILABLE THROUGH THE SERVICES): (1) FOR ANY LOST PROFITS, REVENUES, DATA, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, (2) FOR AN INABILITY TO USE THE SERVICE, OR (3) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), EVEN IF COMPANY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF THE ABOVE OR IF COMPANY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS IN ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.10.3. Essential Basis. CUSTOMER ACKNOWLEDGES THAT COMPANY HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY AND THE SAME FORM AN ESSENTIAL BASIS FOR THE BARGAIN BETWEEN THE PARTIES.11. DISPUTE RESOLUTION11.1. Good Faith Consultation. The parties agree that they will attempt to resolve through good faith consultation, any dispute, claim, or controversy arising out of or in connection with this Agreement, the interpretation of this Agreement, performance of obligations under this Agreement, the breach, termination, enforcement, or validity of this Agreement. The parties agree that such good faith consultation will begin promptly after either party has delivered a written request for such consultation to the other Party. The parties shall engage in such consultation for a period of sixty (60) days from the date of the written request before proceeding to arbitration.11.2. Arbitration Agreement. In the event that any dispute, claim, or controversy arising out of or in connection with this Agreement, the interpretation of this Agreement, performance of obligations under this Agreement, or the breach, termination, enforcement, or validity thereof is not resolved through good faith consultation, the Parties hereto agree to resolve such dispute exclusively through binding arbitration, rather than in court.11.3. Arbitration Procedure. The arbitration shall be conducted in Delaware, United States, and administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and, if applicable, its Supplementary Procedures for Consumer-Related Disputes, as then in effect. The arbitration shall be conducted by a single arbitrator, jointly selected by the Parties, or, if the Parties are unable to agree upon an arbitrator within thirty (30) days of the notice of a demand for arbitration, then an arbitrator shall be appointed by the AAA. The decision of the arbitrator shall be final and binding on the Parties and may be entered as a judgment in any court of competent jurisdiction.11.4. Class Action Waiver. The Parties agree that the arbitration shall be conducted on an individual basis and not in a class, consolidated, or representative capacity. No arbitration shall be joined with any other arbitration, and the Parties expressly waive their right to participate in a class action lawsuit or class-wide arbitration.11.5. Allocation of Costs and Fees. The Parties shall bear their own costs and expenses related to the arbitration, including attorney's fees, and shall equally share the fees and expenses of the arbitrator and the AAA, unless the arbitrator determines that it is appropriate to require one Party to pay a greater portion or all of the fees and expenses.11.6. Time Limitation. Any claim or dispute subject to arbitration under this section must be filed within one (1) year after the claim or dispute arises, or it shall be forever barred, notwithstanding any statute of limitations or other law to the contrary. If any provision of this arbitration section is found to be unenforceable, the unenforceable provision shall be severed, and the remaining arbitration provisions shall be enforced in accordance with their terms.11.7. Exceptions to Arbitration. Nothing in this section shall prevent either Party from seeking injunctive or other equitable relief from the courts as necessary to: (i) recover fees due under this Agreement; or (ii) protect the Party's confidential information, intellectual property rights, or any other proprietary rights. In addition, this section does not preclude the Company from pursuing legal action against the Customer in a court of competent jurisdiction for the recovery of any unpaid dues or outstanding amounts owed to the Company under the terms of this Agreement.12. TERM AND TERMINATION12.1. Term of the Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated. Unless this Agreement is terminated by either party as per the termination clause.12.2. Term of Purchased Subscription. The term of each subscription shall be as specified by the Company. If the per-minute pricing is increased by Company by more than 20% above the applicable pricing in the prior term, Company shall provide Customer notice of the different pricing at least 60 days prior to the applicable renewal term. Except as expressly agreed by and between the parties in writing, promotional or one-time priced subscriptions shall not be renewed at the promotional or one-time price, but shall instead be renewed at Company’s applicable list price in effect at the time of the renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in repricing at renewal without regard to the prior term’s per-minute pricing.12.3. Termination by Customer. Customer may terminate this Agreement for cause (a) upon 30 days’ written notice to Company of a material breach of this Agreement by Company if such breach remains uncured at the expiration of such period, or (b) immediately upon sending a written notice if Company becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. For the purpose of this clause, written notice must be sent to anubhav@dubdub.ai , with the subject line “Notice of Termination of Agreement”.12.4. Termination by Company. Company may terminate this Agreement and/or subscription(s) or Service(s) purchased under this Agreement for cause (a) upon 30 days written notice to Customer of a breach of this Agreement by Customer if such breach remains uncured at the expiration of such period, or (b) immediately upon sending a written notice if Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, assignment for the benefit of creditors, or (c) immediately and without notice for failure to make timely payment, or (d) upon 30 days written notice to Customer without assigning any reason.12.5. Refund or Payment upon Termination. If this Agreement is terminated by Customer or Company in accordance with “Termination by Customer” or “Termination by Company” above, then Company shall refund to Customer any prepaid fees covering the remainder of the term after the effective date of termination on a pro-rated basis. In no circumstance shall Company be liable to refund any amount to Customer for termination of this Agreement or any Service by Customer except if such termination has been done by Customer or Company in accordance with “Termination by Customer” or “Termination by Company” above. Upon termination of this Agreement by either party, Customer shall pay to Company any unpaid fees, dues, or amounts for Service(s) that have been provided by Company prior to the effective date of termination of the Agreement or Service, regardless of whether such Service(s) were used by Customer, regardless of which party terminated the Agreement or Service, and regardless of the reason for termination of the Agreement or Service.12.6. Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality and Non-Disclosure,” “Protection of Customer Data”, “Representations and Warranty Disclaimers,” “Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Dispute Resolution,” “Surviving Provisions,” “General Provisions,” and any other provisions of this Agreement that by their nature are intended to survive termination or expiration, will survive any termination or expiration of this Agreement for a period of three (3) years, except as otherwise provided in this Agreement or required by applicable law.13. GENERAL PROVISIONS13.1. Modifications13.1.1. Modification of this Agreement. We reserve all rights to modify the Agreement at Our sole discretion from time to time. You shall be responsible to review this Agreement from time to time for modifications. The last date of modification of this Agreement will be displayed on this page. We may, for Our convenience only and without waiving Your obligation to periodically review the Agreement, attempt to notify You of significant modifications to this Agreement through the Site, in an email notification, or through reasonable means. The modification will be in effect after the completion of at fourteen (14) days from the date when the notification was posted or sent, except that the following categories of modification may be made effective immediately: (a) modifications required to provide new features without negatively affecting Your rights under this Agreement, (b) modifications made to correct typographical errors; and/or (c) modifications made to comply with legal obligations, including but not limited to Our or Your obligations under the Applicable Law. You understand and agree that Your registration on, or continued access or use of, the Site beyond the effective date of such modifications shall be deemed to be Your acceptance of all modifications.13.1.2. Modification of Site. We may, from time to time, at Our sole discretion and without any notification, add new features, remove or stop offering old features, or modify existing features of the Site.13.2. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law. The parties agree that any legal action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought exclusively in the state or federal courts located in Delaware, and each party hereby irrevocably consents to the jurisdiction and venue of any such court in any such action or proceeding. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Parties agree that any legal action brought against the Customer for the recovery of any unpaid dues or outstanding amounts owed to the Company under the terms of this Agreement may be brought in a court of competent jurisdiction, notwithstanding any provision of this Agreement to the contrary. The Parties further agree that any dispute, claim, or controversy arising out of or in connection with this Agreement, the interpretation of this Agreement, performance of obligations under this Agreement, the breach, termination, enforcement, or validity of this Agreement, shall be subject to the dispute resolution procedures set forth in Section 11 of this Agreement.13.3. Entire Agreement. This Agreement is the entire agreement between Company and Customer regarding Customer’s use of Services and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.13.4. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right unless otherwise agreed between the parties in writing.13.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.13.6. Relationship of Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.13.7. Force Majeure. Upon the occurrence of a Force Majeure Event, the parties agree to excuse performance under this Agreement and not hold the other liable for the delay in or failure of performance under this Agreement. Any such delay in or failure of performance shall not constitute a default or give rise to any liability for damages.13.8. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such termination, Company will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.13.9. Contact Details. For any query or information in relation to the Agreement of Services, please contact Us at anubhav@dubdub.ai.
Terms of Service
Effective From: 21st Jun, 2023
INTRODUCTION
This Terms of Service Agreement (“Agreement”) governs customer’s (“Customer”, “You”, “Your”) acquisition and use of services made available by Commix Media Inc, a Delaware corporation, (“Company”, “We”, “Us” or “Our”) at https://dubdub.ai/ and its subdomains (collectively, “Site”) and related apps (“App”), including, but not limited, free trails, limited releases, paid services, subscription-based services, enterprise services and/or any other service made available by Company that indicate the applicability of this Agreement. Company is entering into this Agreement on behalf of itself and its Affiliates (as defined below). [A.1] [SSM2] Please read the contents of this document carefully before using Company’s services.By undertaking any of the following actions, You demonstrate that You have read and agree to this Agreement: (1) by signing up for a free trial, (2) by signing up for a paid service, (3) by using the website or service, or (4) by ticking a box indicating acceptance of this Agreement, or (5) by creating an account on the Site or App. You further indicate that You have read, understood, and agree to the Privacy Policy, as updated from time to time. The latest version of the Privacy Policy can be accessed at [https://app.dubdub.ai/terms~~please add a link of privacy policy~~].This Agreement is effective between Customer and Company as of the date on which Customer accepts this Agreement.1. DEFINITIONS1.1. “Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.1.2. “Agreement” means this Terms of Service and includes the Privacy Policy, and any other additional terms and conditions as may be agreed upon by the parties prior to the provision of additional services by Company.1.3. “Confidential Information” means and includes all non-public and/or private information disclosed by the Disclosing Party to the Receiving Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data. Confidential Information of Company includes non-public aspects of the, software or documentation related to the Services, Company’s technical know-how, inventions, materials, product development plans, pricing under this Agreement, and marketing plans. Confidential Information of each Party includes non-public aspects of business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. Notwithstanding anything to the contrary above, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third Party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.1.4. “Customer”, “You”, or “Your” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates).1.5. “Customer Data” means electronic data and information submitted by or for Customer to the Services, or collected by Company on the behalf of Customer. Customer Data includes but is not limited to, video uploaded by Customer, output provided by the Company, and voice samples provided by Customer to Company to provide Services.1.6. “Disclosing Party” means the party that discloses Confidential Information to the other Party.1.7. “Force Majeure Event” means an event or effect that cannot be reasonably anticipated or controlled, which even by the exercise of reasonable diligence cannot prevent non-performance, and in particular, performance of the Services. These occurrences and events include, but are not limited to: acts of God; acts of government; acts of war; acts of public enemies; acts of terror; strikes or other labor problems; natural disaster; floods; fires; earthquakes; epidemic; pandemic; civil unrest; riots; explosions; outages; general Internet brown-outs or black-outs or shortage of bandwidth; hardware failures; hacking, denial of service or ransomware attacks; actions of the elements; or other similar causes beyond the control of Customer or Company in the performance of this Agreement.1.8. “Free Service(s)” means Services that Company makes available to Customer at no cost, including but not limited to services provided for evaluation purposes without a fee.1.9. “Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including but not limited to, viruses, worms, time bombs, and Trojan horses.1.10. “Purchased Services” means Services that Customer or Customer’s Affiliate purchases, as distinguished from Free Services.1.11. “Receiving Party” means the party that received Confidential Information from the other Party.1.12. “Services” means all products and services that are availed by Customer or provided to Customer by Company.1.13. “Site” means the website at https://www.dubdub.ai/ and its subdomains.1.14. “Translation Verifier(s)” has the meaning assigned to it in Section 4.1.15. “Verification Service” has the meaning assigned to it in Section 4.2. COMPANY’S RESPONSIBILITIES2.1. Provision of Purchased Services. Company will:2.1.1. make the Services available to Customer pursuant to this Agreement;2.1.2. use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Company shall give advance electronic notice), and (ii) any Force Majeure Event under the terms of this Agreement; and2.1.3. provide the Services in accordance with applicable laws and government regulations, and subject to Customer’s use of the Services in accordance with this Agreement.2.2.Support Service. Company may, but has no obligation to provide reasonable technical support to Customer, at Customer’s written request, for usage of Services.2.3.Protection of Customer Data. Company will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data, as described in detail in Our Privacy Policy. Those safeguards include, but are not limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer). For more details on how Company protects Customer Data, please refer to Company’s Privacy Policy.2.4.Company’s Personnel. Company will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with Company’s obligations under this Agreement, except as otherwise specified in this Agreement.3. USE OF SERVICE3.1. Usage Limits. Company may place technical or non-technical limitations on the use of the Service(s) by Customer, including but not limited to allocation of languages available for translation; file size; number of videos; duration of videos; processing time; use cases; or as specified in the Service. Company shall not be liable for any loss or damage faced by the Customer or any third party as a result of any technical or non-technical limitation, whether or not such limitation is explicitly mentioned above. Company may, where technically possible and feasible, offer to increase certain limits placed upon certain features and functionalities. Customer understands that Company may refuse to increase a limitation with or without for any reason at its sole discretion. Customer further understands that certain technical limitations cannot be increased as they may be beyond Company’s control or may require disproportionate effort.3.2.Customer Responsibilities. Customer shall:3.2.1. be responsible for compliance with this Agreement;3.2.2. be responsible for Customer’s conduct;3.2.3. be responsible for Customer’s handling of its own Customer Data;3.2.4. use commercially reasonable efforts to prevent unauthorized access to or use of Services, and promptly, but in no case later than 48 hours of gaining such knowledge, notify Company of any such unauthorized access or use;3.2.5. be solely responsible for ensuring that the Customer’s account is not used by or on behalf of any third-party without explicit written permission from Company;3.2.6. be solely responsible for any activity occurring in Customer’s account except any conduct that is directly and solely attributable to Company without Customer’s authorization and in violation of this Agreement;3.2.7. be solely responsible for compliance with any state or federal laws applicable to Customer’s use of the Service;3.2.8. be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and others;3.2.9. provide true, accurate, and current information as requested by Company at any time, and promptly and regularly update Customer’s information to maintain its accuracy and completeness. Company reserves the right to suspend or terminate Your account and refuse any and all current or future use of the Service, in whole or in part, by You for providing any Customer information that is untrue, inaccurate, incomplete or not current;3.2.10. agree and acknowledge that Service(s) may contain features designed to interoperate with non-Company applications. Company cannot guarantee the continued availability of such features, and may cease providing them without notice, without assigning any reason and without entitling Customer to any refund, credit, or other compensation. We may, for example and without limitation, cease offering such a feature if the provider of a non-Company application ceases to make the non-Company application available for interoperation with the corresponding features in a manner acceptable to Company;3.2.11. agree and acknowledge any use of the Services in breach of the foregoing by Customer that in Company’s judgment threatens the security, integrity, or availability of Company’s services, may result in Company’s immediate suspension of the Services; however, Company’s will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension; and3.2.12. shall agree and acknowledges that Company uses artificial intelligence to provide Services. Customer shall acknowledge that artificial intelligence has its limitations, including but is not limited to, refusing to answer, generating responses that may be incorrect, harmful, and containing error. Customer agrees that the training data for the artificial intelligence may not be up to date. In such events, Company shall not be held liable for any loss or damage that Customer may have incurred due to the usage of Services.3.3.Usage Restrictions. Customer shall not:3.3.1. make any Service available to anyone other than Customer;3.3.2. share an account with any third party, share login credentials of an account with any third party, or use any third party’s account to access the Service;3.3.3. use a single account on behalf of multiple third parties, including but not limited to Your clients, without a valid Consultant License specifically authorizing such use;3.3.4. use a Service to store, translate, or transmit infringing, libelous, obscene, threatening, harassing, hate-oriented, defamatory, racist, illegal, or otherwise objectionable, unlawful, or tortious material;3.3.5. engage in any activity that violates any law, or any third party right, including any intellectual property rights, privacy rights, or publicity rights of others;[A.3] [SSM4]3.3.6. use a Service to upload, store, translate, or transmit material, or perform any other activity, that would result in a violation of third-party privacy rights or third-party intellectual property rights;3.3.7. use a Service to store or transmit Malicious Code;3.3.8. interfere with or disrupt the integrity or performance of any Service or third-party data contained therein;3.3.9. misuse Services by interfering with their normal operation or attempting to access them using a method other than through the interfaces and instructions provided by Company;3.3.10. attempt to gain unauthorized access to any Service or its related systems or networks;3.3.11. attempt, permit, or undertake direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit, or use any Services to access or use any of Company’s intellectual property except as permitted under this Agreement;3.3.12. except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent; and3.3.13. engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. Company reserves the right to notify You of Your abusive or excessive usage to provide You with an opportunity to reduce such usage to a level acceptable to Company.3.4.Change to the Services. Company may add, alter, or remove features from any Service, at any time at its sole discretion. Company may limit, suspend or discontinue a Service at any time in its sole discretion. Provided, however, that no such addition, alteration, removal, limitation, suspension, or discontinuation, will result in an overall decrease in the functionality available to, and used by, Customer during the then ongoing term of this Agreement. Notwithstanding anything above, Company may undertake or implement any such alteration, removal, limitation, suspension, or discontinuation, if required for compliance with an applicable law, law enforcement, court order, third-party intellectual property rights, or other legal obligation. Where possible and feasible, Company will provide a reasonable notice of not less than two weeks for any such suspension or discontinuation.3.5.New Services. Company may introduce new products and services to complement Our existing Services. If such new services are not included in Your existing Purchased Services, Company reserves the right and sole discretion to decide whether or not the new services will be made available to Customer, whether or not such new services will be made available as part of Customer’s existing Subscription, and whether or not the availability of such new services shall be subject to payment of an additional charge. Customer may, at Customer’s sole discretion, choose to provide comments or feedback to Company. Company may, but shall have no obligation to, use the comments or feedback to improve Service(s) offered by Company.3.6.Free Services. Company may provide Free Services to Customer, including but not limited to free trials of certain Services for the purpose of evaluation, subject to the terms and conditions of this Agreement.3.6.1. Free Services are provided without charge up to certain limits, and usage beyond those limits will require Customer to purchase additional resources or Services. Customer acknowledges that the provision of Free Services is subject to the limits placed upon them by the Company and agrees not to attempt to circumvent any such limits. During a free trial of a Service, any data entered into the Service and any customizations made to the Service by or for Customer will be permanently lost unless Customer purchases a subscription to the same Service covered by the trial, upgrades to applicable Services, or exports such data. Customer is solely responsible for exporting Customer data from Free Services before termination of access for any reason. Customer cannot transfer data or customizations made during the free trial to a Service that would be a downgrade from that covered by the trial; therefore, if Customer purchases a Service that would be a downgrade, Customer must export Customer data before the end of the trial period or the data will be irrecoverably lost. Customer should review the applicable Service's documentation during the trial period to become familiar with the features and functions of the Service before making a purchase. Company may terminate Customer's access to Free Services or any part thereof at any time without prior notice, and without liability to Customer or any third party.3.6.2. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, FREE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, AND COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS. CUSTOMER AGREES THAT COMPANY SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY KIND WITH RESPECT TO THE FREE SERVICES, INCLUDING BUT NOT LIMITED TO ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE FREE SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT, AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER. WITHOUT LIMITING THE FOREGOING, COMPANY AND ITS AFFILIATES AND LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (a) CUSTOMER’S USE OF THE FREE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (b) CUSTOMER’S USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERROR, OR (c) DATA OR INFORMATION PROVIDED BY THE COMPANY WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO COMPANY AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT, AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.3.6.3. Customer acknowledges and agrees that any termination of Customer’s access to the Free Services may result in the loss of features or capacity of the Free Services. Company may modify or discontinue the provision of Free Services (or any part thereof) at any time without notice, and that Company shall not be liable to Customer or any third party for such modification or discontinuation. Company may, in its sole discretion, elect to provide Customer with an opportunity to retrieve Customer data from the Free Services following any termination of Customer’s access to the Free Services.[SSM5]3.7.Notice for this Section. For the purpose of this section, notices may be shown in the user interface of the Site, or sent to the contact information provided by Customer.4. Third Party Translation Verification. Company may provide access to quality and assurance process services (“Verification Service”) by independent third-party contractors (“Translation Verifiers”). You may use the Verification Service to verify the accuracy of the output provided by Company. Use of the Verification Service may be subject to payment of an additional fee specified by the Company. The Company takes reasonable measures to: (a) protect Customer Data; and (b) ensure that the Translation Verifiers are native speakers of the target language or have a high level of proficiency in the target language. Notwithstanding anything to the contrary above, You understand, acknowledge, and agree, that: (i) the Company does not control the actions of such Translation Verifiers, and shall not be liable or responsible for any breach of this Agreement by Translation Verifiers; (ii) the Company cannot verify the accuracy of the work performed by these independent third party contractors; (iii) to provide the Verification Service, the Company must provide access to Your voice samples, translations, and other relevant information, to such independent third party contractors; and (iv) Translation Verifiers may be located in any part of the world. [A.6] [SSM7]5. FEES AND PAYMENT5.1. Fees. Except for Free Trial and Free Services, Customer will pay all fees as specified as by Company based on the usage. Except as otherwise agreed by and between parties, (i) fees is based on Services availed, (ii) payment obligations are non-cancelable and fees are non-refundable, and (iii) subscription purchased cannot be decreased during the relevant subscription term.5.2.Change in Fee. Company may change the fees charged for the Services at any time, the change will become effective only at the end of the then-current billing cycle of Your subscription. Company will provide You with reasonable prior written notice of any change in fees to give You an opportunity to cancel Your purchased Services before the price change becomes effective.5.3.Invoicing and Payment. Customer agrees to provide Company with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Company. If Customer provides credit card information to Company, Customer authorizes Company to charge such credit card for all Purchased Services as set forth in the “Term of Purchased Subscriptions” section below. Such charges shall be made in advance in accordance with any different billing frequency by the Company. If it is agreed by and between the parties that payment will be by a method other than a credit card, Company will invoice Customer in advance. Customer is responsible for providing complete and accurate billing and contact information to Company and notifying Company of any changes to such information.5.4.Overdue Charge. If any invoiced amount is not received by Company by the due date, then without limiting Company’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) Company may condition future Services on payment terms shorter than those specified in the “Invoicing and Payment” section above.5.5.Chargeback. Initiating a chargeback for any fees or payment made to or deducted by Company shall constitute a violation of this Agreement. Company reserves the right to: (a) disable or delete Your account(s) and all associated data, (b) revoke Your licenses, (c) refuse to provide Services in future, (d) charge late interest at the rate of 1.5% of the amount per month, or the maximum rate permitted by law, whichever is lower, (e) condition future Services on payment terms shorter than those specified in the “Invoicing and Payment” section above, and/or (f) initiate appropriate legal action against You for violation of this clause.5.6.Suspension of Service. If any charge owing by Customer under this agreement for Services is 10 days or more overdue, Company may, without limiting its other rights and remedies, suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, Company will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer.5.7.Reactivation Charges. Any account that has been terminated, suspended or any subscription that has been cancelled under the terms of this Agreement, may be reactivated by the Customer and Company on mutually agreeable terms upon payment of such charges and fees as may be determined by Company in its sole discretion.5.8.Payment Disputes. If Customer disputes the applicable charges in good faith on a reasonable ground, and cooperates diligently to resolve the dispute, Company will not exercise its rights under the “Overdue Charges”, “Chargeback”, or “Suspension of Service” sections above for up to 30 days or such additional period as agreed by Company in writing.5.9.Taxes. Company’s fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, goods and service, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Company has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Company will invoice Customer and Customer will pay that amount unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Company is solely responsible for taxes assessable against it based on its income, property, and employees.6. PROPRIETARY RIGHTS AND LICENSES6.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Company, its Affiliates, its licensors and content providers reserve all of their rights, titles, and interests in and to the Services, logos, software, and other materials created by them, including all of their related intellectual property rights. Company owns all rights, titles, and interests in and to Company’s registered and unregistered, domestic and foreign trademarks, service marks, trademark applications, service mark applications, trade names, patents, patent applications, copyrights, copyright applications, discoveries, know-how and trade secrets of and relating to the Services. You agree not to remove and to always include any and all copyright and intellectual property notices attached to intellectual property owned by or otherwise licensed to You by Company, its Affiliates, its licensors and/or its content providers, including all templates. No one may copy, reproduce, transmit, post, distribute or create, derivative works from the Services without express, prior written authorization from Company. No rights are granted to Customers hereunder other than as expressly set forth herein.6.2.License by Customer to Company. Customer grants Company, and its Affiliates a worldwide, royalty-free, non-exclusive, limited license to host, copy, use, transmit, display and distribute any intellectual property as necessary to perform the obligations under this Agreement. Further, Customer grants Company a non-exclusive, worldwide, irrevocable, royalty-free right to use Customer’s name, logo, and testimonials in marketing materials, including on the Site.6.3.License by Customer to Use Feedback. Company may occasionally request feedback from Customer regarding Customer’s use of the Service. Customer grants to Company, its Affiliates, assignees, subsidiaries, and successors a worldwide, perpetual, irrevocable, and royalty-free license to use and incorporate into its products and services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer relating to the operation of Company’s or its Affiliates’ services without any obligations to Customer, including but not limited to acknowledgement, limitation, or notice of any kind.6.4.Customer Retain Ownership of Customer Data. Customer owns all rights, titles and interests in its own intellectual property including: (i) its trademark, (ii) the output of the Services, and (iii) voice samples provided. The Customer grants an unlimited rights to Company to use voice samples for purposes including, but not limited to, enhancement of Company’s Services, enterprise solutions, machine learning algorithms, and analysis.7. CONFIDENTIALITY AND NON-DISCLOSURE.7.1. Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than a reasonable degree of care to: (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have confidentiality obligations not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement to any third party other than its Affiliates, legal counsels and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsels, or accountants will remain responsible for such Affiliate’s, legal counsel’s, or accountant’s compliance with this “Confidentiality” section. Notwithstanding anything to the contrary above, Company may disclose: (a) the terms of this Agreement to a subcontractor or independent third party service provider(s) to the extent necessary to perform Company’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein; and/or (b) as required or permitted by Section 4 (“Third Party Translation Verification”), Section 6.2 (“License by Customer to Company”), and/or Section 6.3 (“License by Customer to Use Feedback”).7.2.Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, including but not limited to obligations under a local, state or federal law, provided that the Receiving Party gives: (a) prior notice of the compelled disclosure to the Disclosing Party (to the extent legally permitted); and (b) reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law or a legal proceeding to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.8. REPRESENTATIONS AND WARRANTY DISCLAIMERS8.1. Representations. Each party represents that it has (i) no legal or contractual obligations that prevent it from entering into this Agreement; and (ii) the legal power to do so. Each individual executing this Agreement on behalf of a party hereby represents and warrants that it is authorized to do so on behalf of such party.8.2.Company Warranties. Company warrants that during an applicable subscription term (a) this Agreement will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer’s data, (b) Company will not materially decrease the overall security of the Services, (c) the Services will be provided in a workmanlike manner that conforms to the relevant, prevailing industry standard, and (d) Company will not decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.8.3.Warranty Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY DOES NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MECHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOTMENT, OR NON-INFRINGEMENTM TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. FREE TRIALS AND FREE SERVICES ARE PROVIDED “AS IS”, AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. COMPANY EXPRESSLY DISCLAIMS THAT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, ERROR-FREE, ACCURATE, OR RELIABLE.9. INDEMNIFICATION9.1. Indemnification by Company.9.1.1. Company will defend Customer against claims brought against Customer and its Affiliates by any third party alleging that Customer’s and its Affiliates’ use of Service(s) infringes or misappropriates a patent claim, copyright, or trade secret right. Company will indemnify Customer against all damages finally awarded against Customer (or the amount of any settlement Company enters into) with respect to these claims.9.1.2. Company’s obligations under this section “Indemnification by Company” will not apply if the claim results from (i) Customer’s breach of this Agreement, (ii) use of Service(s) in conjunction with any product or service not provided by Company, or (iii) use of Service(s) provided for no fee including but not limited to Free Service.9.1.3. In the event a claim is made or likely to be made, Company may (i) procure for Customer the right to continue using the Service under the terms of the Agreement, or (ii) replace or modify the Service to be non-infringing without a material decrease in functionality. If these options are not commercially reasonably available, Company or Customer may terminate Customer’s subscription to the affected Cloud Service upon written notice to the other party.9.2.Indemnification by Customer. Customer will defend Company against claims brought against Company and its Affiliates and subcontractors by any third party related to Customer Data or use of Service(s) by Customer. Customer will indemnify Company against all damages finally awarded against Company and its Affiliates and subcontractors (or the amount of any settlement Customer enters into) with respect to these claims.9.3.Third Party Claim Procedure.9.3.1. The party against whom a third party claim is brought will notify the other party in a timely manner in writing of any claim, reasonably cooperate in the defense and may appear (at its own expense) through counsel reasonably acceptable to the party providing the defense.9.3.2. The party that is obligated to defend a claim will have the right to fully control the defense.9.3.3. Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by, the party against whom the claim is brought.9.4.Exclusive Remedy. This “Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.10. LIMITATION OF LIABILITY10.1. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT AND ALL AGREEMENTS EXECUTED UNDER THE AGREEMENT OR AS A PART OF THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY FOR AND WITHIN THE PERIOD OF TWELVE MONTHS IMMEDIATELY PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE OR $[ please specify the maximum liability cap you would like to keep under the terms and conditions[A.8] [A.9] [SSM10] ], WHICHEVER IS LOWER. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT CUSTOMER'S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE. COMPANY’S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT IS LIMITED TO DIRECT MONETARY DAMAGES. IN NO EVENT WILL COMPANY BE LIABLE FOR PROVIDING SUBSTITUTE SERVICES.10.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS, OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICES (OR INFORMATION AVAILABLE THROUGH THE SERVICES): (1) FOR ANY LOST PROFITS, REVENUES, DATA, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, (2) FOR AN INABILITY TO USE THE SERVICE, OR (3) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), EVEN IF COMPANY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF THE ABOVE OR IF COMPANY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS IN ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.10.3. Essential Basis. CUSTOMER ACKNOWLEDGES THAT COMPANY HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY AND THE SAME FORM AN ESSENTIAL BASIS FOR THE BARGAIN BETWEEN THE PARTIES.11. DISPUTE RESOLUTION11.1. Good Faith Consultation. The parties agree that they will attempt to resolve through good faith consultation, any dispute, claim, or controversy arising out of or in connection with this Agreement, the interpretation of this Agreement, performance of obligations under this Agreement, the breach, termination, enforcement, or validity of this Agreement. The parties agree that such good faith consultation will begin promptly after either party has delivered a written request for such consultation to the other Party. The parties shall engage in such consultation for a period of sixty (60) days from the date of the written request before proceeding to arbitration.11.2. Arbitration Agreement. In the event that any dispute, claim, or controversy arising out of or in connection with this Agreement, the interpretation of this Agreement, performance of obligations under this Agreement, or the breach, termination, enforcement, or validity thereof is not resolved through good faith consultation, the Parties hereto agree to resolve such dispute exclusively through binding arbitration, rather than in court.11.3. Arbitration Procedure. The arbitration shall be conducted in Delaware, United States, and administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and, if applicable, its Supplementary Procedures for Consumer-Related Disputes, as then in effect. The arbitration shall be conducted by a single arbitrator, jointly selected by the Parties, or, if the Parties are unable to agree upon an arbitrator within thirty (30) days of the notice of a demand for arbitration, then an arbitrator shall be appointed by the AAA. The decision of the arbitrator shall be final and binding on the Parties and may be entered as a judgment in any court of competent jurisdiction.11.4. Class Action Waiver. The Parties agree that the arbitration shall be conducted on an individual basis and not in a class, consolidated, or representative capacity. No arbitration shall be joined with any other arbitration, and the Parties expressly waive their right to participate in a class action lawsuit or class-wide arbitration.11.5. Allocation of Costs and Fees. The Parties shall bear their own costs and expenses related to the arbitration, including attorney's fees, and shall equally share the fees and expenses of the arbitrator and the AAA, unless the arbitrator determines that it is appropriate to require one Party to pay a greater portion or all of the fees and expenses.11.6. Time Limitation. Any claim or dispute subject to arbitration under this section must be filed within one (1) year after the claim or dispute arises, or it shall be forever barred, notwithstanding any statute of limitations or other law to the contrary. If any provision of this arbitration section is found to be unenforceable, the unenforceable provision shall be severed, and the remaining arbitration provisions shall be enforced in accordance with their terms.11.7. Exceptions to Arbitration. Nothing in this section shall prevent either Party from seeking injunctive or other equitable relief from the courts as necessary to: (i) recover fees due under this Agreement; or (ii) protect the Party's confidential information, intellectual property rights, or any other proprietary rights. In addition, this section does not preclude the Company from pursuing legal action against the Customer in a court of competent jurisdiction for the recovery of any unpaid dues or outstanding amounts owed to the Company under the terms of this Agreement.12. TERM AND TERMINATION12.1. Term of the Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated. Unless this Agreement is terminated by either party as per the termination clause.12.2. Term of Purchased Subscription. The term of each subscription shall be as specified by the Company. If the per-minute pricing is increased by Company by more than 20% above the applicable pricing in the prior term, Company shall provide Customer notice of the different pricing at least 60 days prior to the applicable renewal term. Except as expressly agreed by and between the parties in writing, promotional or one-time priced subscriptions shall not be renewed at the promotional or one-time price, but shall instead be renewed at Company’s applicable list price in effect at the time of the renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in repricing at renewal without regard to the prior term’s per-minute pricing.12.3. Termination by Customer. Customer may terminate this Agreement for cause (a) upon 30 days’ written notice to Company of a material breach of this Agreement by Company if such breach remains uncured at the expiration of such period, or (b) immediately upon sending a written notice if Company becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors. For the purpose of this clause, written notice must be sent to anubhav@dubdub.ai , with the subject line “Notice of Termination of Agreement”.12.4. Termination by Company. Company may terminate this Agreement and/or subscription(s) or Service(s) purchased under this Agreement for cause (a) upon 30 days written notice to Customer of a breach of this Agreement by Customer if such breach remains uncured at the expiration of such period, or (b) immediately upon sending a written notice if Customer becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, assignment for the benefit of creditors, or (c) immediately and without notice for failure to make timely payment, or (d) upon 30 days written notice to Customer without assigning any reason.12.5. Refund or Payment upon Termination. If this Agreement is terminated by Customer or Company in accordance with “Termination by Customer” or “Termination by Company” above, then Company shall refund to Customer any prepaid fees covering the remainder of the term after the effective date of termination on a pro-rated basis. In no circumstance shall Company be liable to refund any amount to Customer for termination of this Agreement or any Service by Customer except if such termination has been done by Customer or Company in accordance with “Termination by Customer” or “Termination by Company” above. Upon termination of this Agreement by either party, Customer shall pay to Company any unpaid fees, dues, or amounts for Service(s) that have been provided by Company prior to the effective date of termination of the Agreement or Service, regardless of whether such Service(s) were used by Customer, regardless of which party terminated the Agreement or Service, and regardless of the reason for termination of the Agreement or Service.12.6. Surviving Provisions. The sections titled “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality and Non-Disclosure,” “Protection of Customer Data”, “Representations and Warranty Disclaimers,” “Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Dispute Resolution,” “Surviving Provisions,” “General Provisions,” and any other provisions of this Agreement that by their nature are intended to survive termination or expiration, will survive any termination or expiration of this Agreement for a period of three (3) years, except as otherwise provided in this Agreement or required by applicable law.13. GENERAL PROVISIONS13.1. Modifications13.1.1. Modification of this Agreement. We reserve all rights to modify the Agreement at Our sole discretion from time to time. You shall be responsible to review this Agreement from time to time for modifications. The last date of modification of this Agreement will be displayed on this page. We may, for Our convenience only and without waiving Your obligation to periodically review the Agreement, attempt to notify You of significant modifications to this Agreement through the Site, in an email notification, or through reasonable means. The modification will be in effect after the completion of at fourteen (14) days from the date when the notification was posted or sent, except that the following categories of modification may be made effective immediately: (a) modifications required to provide new features without negatively affecting Your rights under this Agreement, (b) modifications made to correct typographical errors; and/or (c) modifications made to comply with legal obligations, including but not limited to Our or Your obligations under the Applicable Law. You understand and agree that Your registration on, or continued access or use of, the Site beyond the effective date of such modifications shall be deemed to be Your acceptance of all modifications.13.1.2. Modification of Site. We may, from time to time, at Our sole discretion and without any notification, add new features, remove or stop offering old features, or modify existing features of the Site.13.2. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law. The parties agree that any legal action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought exclusively in the state or federal courts located in Delaware, and each party hereby irrevocably consents to the jurisdiction and venue of any such court in any such action or proceeding. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Parties agree that any legal action brought against the Customer for the recovery of any unpaid dues or outstanding amounts owed to the Company under the terms of this Agreement may be brought in a court of competent jurisdiction, notwithstanding any provision of this Agreement to the contrary. The Parties further agree that any dispute, claim, or controversy arising out of or in connection with this Agreement, the interpretation of this Agreement, performance of obligations under this Agreement, the breach, termination, enforcement, or validity of this Agreement, shall be subject to the dispute resolution procedures set forth in Section 11 of this Agreement.13.3. Entire Agreement. This Agreement is the entire agreement between Company and Customer regarding Customer’s use of Services and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.13.4. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right unless otherwise agreed between the parties in writing.13.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.13.6. Relationship of Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.13.7. Force Majeure. Upon the occurrence of a Force Majeure Event, the parties agree to excuse performance under this Agreement and not hold the other liable for the delay in or failure of performance under this Agreement. Any such delay in or failure of performance shall not constitute a default or give rise to any liability for damages.13.8. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such termination, Company will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.13.9. Contact Details. For any query or information in relation to the Agreement of Services, please contact Us at anubhav@dubdub.ai.
