Terms of service

SUBSCRIPTION AGREEMENT

This Subscription Agreement is between the entity you represent, or, if you do not designate an entity with a Subscription purchase, you individually (“Customer” or “you”)) and Commix Media Technologies Private Limited (“Company” or “we”). It consists of the terms and conditions below, for your enrollment to the Services for a defined term as specified herein (“Subscription”). It is effective on the date we provide you with confirmation of your Subscription.

WHEREAS
A.    The Company is engaged in the business of designing and developing software and technology in field of dubbing, translation, lip sync, voice over, transcription, for marketing, distribution, sale, license and use of the products and/or services, technologies using AI/ML and has developed, owns and operates an AI which could, inter alia, provide translation, voice over and transcription services (“Services” and such AI hereinafter referred to as “DubDub.ai”) which are more fully described on its website www.dubdub.ai; (“Business”).
B.      The Company provides access to use DubDub.ai to the Customer on a software as a service basis (“SaaS”).
D.    The Customer is desirous of using DubDub.ai for availing the Services. 
E.    Parties are entering into this Agreement to set out the terms and conditions governing the Customer’s access to DubDub.ai and provision of Services by the Company.

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NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS, UNDERSTANDINGS AND CONDITIONS HEREINAFTER SET FORTH AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:

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1.    SAAS SERVICES AND SUPPORT

1.1    Subject to the terms of this Agreement, the Customer shall be entitled to access and use the DubDub.ai for availing the Services by paying a Subscription Fee (“Purpose”). 
1.2    Customer shall create a user name and password to log in to the Customer’s account through which the DubDub.ai is to be accessed. The first thirty (30) minutes of the usage of DubDub.ai by the Customer will be free and subsequently needs to pay the Subscription Fee to access DubDub.ai after such free trial period.
1.3    Company will provide Customer with reasonable technical support services for use of DubDub.ai.

2.    RESTRICTIONS AND RESPONSIBILITIES

2.1    Customer shall not, under any circumstances directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to DubDub.ai or any software, documentation or data related to DubDub.ai (“Software”); modify, translate, or create derivative works based on DubDub.ai or any Software (except to the extent expressly permitted by Company); use DubDub.ai or any Software for the benefit of a third party.  The Company or its licensors retain all ownership and intellectual property rights to the Software and DubDub.ai. The Company retains all ownership and intellectual property rights to anything developed and delivered under the Agreement.
2.2    Customer represents, covenants, and warrants that Customer will use DubDub.ai only for the Purpose and in compliance with all applicable laws and regulations, and that their use of DubDub.ai, including but not limited to the publication of any content produced by DubDub.ai, shall not violate the rights of any third party.  Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of DubDub.ai.
2.3    Company shall have the right (but not the obligation) to monitor Customer’s use of DubDub.ai, and prohibit the Customer’s use of DubDub.ai if such use is in breach of this Agreement.
2.4    Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use DubDub.ai, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent, and shall indemnify the Company for any claims, actions or demands arising from any breach of this obligation.
2.5    Customer shall ensure that the content it processes and generates through DubDub.ai (“Content”) shall not violate any of the Company policies or any applicable law and the Customer shall be solely responsible for the development, operation, maintenance and use of such Content.
2.6    The Company shall have the right to use the data provided by the Customer including but not limited to uploaded voice data and the synthesized audio data, for its internal purposes to ensure quality and training DubDub.ai to that effect.
2.7    Customer shall be responsible for maintaining the confidentiality of any non-public authentication credentials associated with the Customer’s use of the Services. The Customer must promptly notify the Company about any possible misuse of the Customer’s account or authentication credentials or any security incident related to the Services.

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3.    CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1    Each party (“Receiving Party”) understands that the other party (“Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Software.  Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the services hereunder (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any Proprietary Information after [three (3) years]  following the termination of this Agreement or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.  
3.2    Customer shall own all right, title and interest in and to the Customer Data.  Company shall own and retain all right, title and interest in and to (a) DubDub.ai and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection to support the use and access of DubDub.ai, and (c) all intellectual property rights related to any of the foregoing.     
3.3    Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the Customer’s access and use of DubDub.ai, and  Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance DubDub.ai and for other development, diagnostic and corrective purposes in connection with DubDub.ai and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.  No rights or licenses are granted except as expressly set forth herein.   

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4.    PAYMENT OF FEES

4.1    For the services set out in Clause 1 the Customer shall pay to the Company an upfront Subscription fee . In the event that the Customer avails services in addition to the purchased Subscription, the Company shall require the payment of additional fees as agreed between the Parties and such additional payment will be included in the invoice generated by the Company at the end of the then current term. [Company reserves the right to change the Subscription Module or applicable charges and to institute new charges and fees, by serving a fifteen (15) days prior notice (“Notice Period”) to Customer (which may be sent by email) and an invoice of the same shall be generated on the last date of the applicable Subscription Term]. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 2 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
4.2    As and when any amounts are due from the Customer under this Agreement, the Company shall issue an invoice to the Customer, in which case, full payment for invoices issued shall be paid within seven (7) days of the invoice (“Payment Term”).  Unpaid amounts are subject to an interest of 18% per annum on any outstanding balance, or the maximum permitted by law, whichever is lower, from the last date of the Payment Term, plus all expenses of collection. If any amounts are outstanding for more than fifteen (15) days from the last date of the Payment Term, the Company shall be immediately entitled to restrict the Customer’s access to the Software and DubDub.ai. and may proceed with any possible remedy under law.  

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5.    TERM AND TERMINATION

5.1    This Agreement shall be valid for the term as applicable to the Subscription purchased by the Customer (“Subscription Term”). The Subscription Term will be subject to automatic renewals (“each renewal period called as “Renewal Term”), unless the Customer provides the Company a written notification (via e-mail) of non-renewal at least fifteen (15) days prior to the expiration of the then current term.
5.2    If a Party commits a material breach of any provision of this Agreement, which is not cured within seven (7) days of a notice in writing by the other Party, such other Party may terminate this Agreement forthwith.
5.3    The Company may terminate this Agreement forthwith in the case of default in payment as set out in Clause 4.2.
5.4    All provision of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 

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6.    WARRANTY AND DISCLAIMER

Company shall provide its services hereunder (including access to DubDub.ai) in a professional and workmanlike manner.  The Services may be temporarily unavailable in excess of the tolerances provided in Annexure 2 because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled disruption.  Company does not warrant that the access and use of DubDub.ai will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of DubDub.ai.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE ACCESS TO DUBDUB.AI AND OTHER SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  

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7.    LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS IF ANY), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE SUBSCRIPTION FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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8.    MISCELLANEOUS

8.1    If and to the extent that a Party's performance of any of its obligations pursuant to this Agreement is prevented, hindered or delayed directly or indirectly by the other party or its agents), or fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions, revolutions, strikes, events beyond such Party’s control which generally affect the geographic area where such Party is located, or any other causes of a similar nature beyond the reasonable control of such Party (each, a "Force Majeure Event"), and such non-performance hinderances or delay could not have been prevented by the taking of all reasonable precautions by the non-performing, hindered or delayed Party, then the non-performing, hindered or delayed Party will be excused for such non-performance, hindrance or delay, as applicable of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues and such Party continues to use efforts consistent with industry standards and practices to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means. The Party whose performance is prevented, hindered or delayed by a Force Majeure Event will immediately notify the other Party of the occurrence of the Force Majeure Event, describing in reasonable detail the nature of the Force Majeure Event.
8.2    If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 
8.3    This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent.  Company may transfer and assign any of its rights and obligations under this Agreement to its successor (whether successor by law or contract) without consent of the Customer. 
8.4    This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.
8.5    This Agreement shall be governed by the laws of India and the courts in Bengaluru, Karnataka shall, subject to Clause 8.6, have exclusive jurisdiction over this Agreement and any matters arising out of this Agreement.
8.6    Any disputes arising out of this Agreement, if not settled within 30 days of either of the Parties notifying the other Party of the existence of the dispute, shall be resolved finally through arbitration under the Indian Arbitration and Conciliation Act (“Act”), 1996 by a single arbitrator appointed with mutual agreement of the Parties, failing which, such appointment shall be in accordance with the Act. The seat and venue of the arbitration shall be Bengaluru, Karnataka and the arbitration shall be in the English language. The Parties may approach courts of competent jurisdiction for interim reliefs.
8.7    All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. 
8.8    No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
8.9    Customer Reference
8.10    You agree that (i) the Company may identify you as a recipient of services and use your logo in sales presentations, marketing materials and press releases, and (ii) to develop a brief customer profile for use by Company in Company’s marketing materials and website for promotional purposes.
8.11    This Agreement may be executed in any number of originals or counterparts, each in the like form and all of which when taken together shall constitute one and the same document, and any Party may execute this Agreement by signing any one or more of such originals or counterparts. Facsimile transmission or electronic mail in portable document format (“.pdf”) of an executed signature page of this Agreement by a Party shall constitute, and be sufficient evidence of, due execution of this Agreement by such Party.