SubPLY Service - Terms of Use

PLYmedia Inc. and its subsidiaries (together, "PLYmedia") develop tools and services that enable the creation and viewing of professional or non-professional content (of translation, subtitles, voiceover, sign-language and\or closed captioning (each a “Content Service” or “Content”).

Content may be provided or uploaded (for Content created by a third-party) for synchronized viewing with a moving picture on a website through a SubPLY-integrated video player or plugin (together “SubPLY Service”).

PLYmedia hereby offers site owners, channel owners, publishers or translators ("You", the “Publisher”, the “Translator”) to create Content and/or enable the videos on your site (the “Publisher Site”) to be enabled with SubPLY Service so your site’s visitors can view the SubPLY Service at your Publisher Site or use Content created by SubPLY for your own use.

PLYmedia may, based on your monthly program, also offer you and translators access to its web-based caption and translation tools (the “Tools”) to create or correct Content for web video.

PLYmedia further offers professional Content Services for video content on Publisher Sites (“SubPLY Professional”). If you are a Publisher that would like to enable the SubPLY Service on your Publisher Site or have Content created for you by PLYmedia, please contact sales@subply.com for information on integration and pricing of the SubPLY Service or other PLYmedia’s service offerings.

Content Services, SubPLY Services, Tools or SubPLY Professionals are collectively referred to herein as a Service (“Service”). PLYmedia, www.plymedia.com, www.subply.com, or any other future website owned by PLYmedia which offers the Tools or Service (collectively referred to as "PLYmedia") sets the following Terms of Use (the “Terms”) for its Services.



General

Acceptance of Terms

By using a Service, you agree to be bound by these Terms. If you do not agree to any of these terms, please refrain from using the Service.

Online services Special terms

SubPLY also offers the ability to make a Content Service request using its online ordering system (the “Online Service”). The Online Service shall require user acceptance of the Terms and additional terms and conditions shall apply. Such online terms of use (the “Online TOS”) may be found at: http://www.subply.com/en/OnlineServices/SpecialTerms.htm. The Online TOS are hereby incorporated into these Terms and the Online Service shall further be incorporated into the general Service terms described herein.

Modifications to Terms

PLYmedia reserves the right to change or modify the Terms, Privacy Policy, or Copyright Policy at any time. Posting the modified Terms, Privacy Policy, or Copyright Policy on PLYmedia's website at www.plymedia.com or www.subply.com, (the "Websites") will give effect to the revised terms. Your continued use of the Service indicates your acceptance of any revised terms. If you do not agree to the revised terms, please refrain from using the Service.

Privacy

PLYmedia has a strong commitment to protect the privacy of its users. The terms of our Privacy Policy are incorporated into, and considered part of, these Terms. For more information regarding PLYmedia’s privacy policy, read the Privacy Policy.



Service: Content or Professional Services

Description

PLYmedia will provide the Service for video or audio files (each a “Media File”) based on the instructions and specifications for the Media File provided by you. The Content Service request may be done through our Professional services or through our Online Service. A Content request shall include information such as (but not limited to), the Media File for which Content is requested, the source audio language, the language(s) requested, the turnaround for completion of the Content Service. Completion of a Content Service shall depend on factors, such as (but not limited to), the individual duration of the Media File(s), the aggregate durations of the Media Files submitted, the type or complexity of the Media File content, the sound quality of the Media File, the source audio language, the language(s) requested and the speaking accents (if any) of the source audio file. The turnaround for a Content Service shall be notified to You (or may be posted for the Online Service).

Content Languages

PLYmedia offers Content in a variety of languages. Requested Content for a specific language shall be provided by PLYmedia based on your particular needs and the availability of professional translation or transcription services in these languages.

Right to Use the Content or Service

You are granted the right to use the Content created in your website or in any other platform, as long as you have the legal permission and the right to do so.

Limitation of Liability for Content

PLYmedia is committed to professional standards of the Content creation and will take all effort to provide the Content for the requested Media File in a comprehensive and accurate manner. PLYmedia provides the Content or Service through its global network of translators and shall use its best efforts to provide the Content with an accepted level of quality. However, PLYmedia is not responsible for the Content and in no case will be liable for the Content which may claimed to be inaccurate, incomplete, offensive, indecent, violent, defamatory, illegal or infringing or for any other claims regarding the Content. If you find errors in the Content, please submit the link of the video on which errors were found, the site where the video appears, and the errors to service@subply.com and PLYmedia shall use its best efforts to correct such mistakes in a timely fashion. In addition, for SubPLY Service subscribers, you may make corrections to your Content through the use of the online correction tool (if such tool is included in your SubPLY Service program) and such corrections shall be immediately updated in your Content.

Professional Service Users

Professional Service users may be required to enter into a separate agreement (an “Agreement”) with PLYmedia that shall detail specific professional workflows, processes, integration requests, Content requests, services and pricing. Any Agreement signed between the parties shall incorporate these Terms. If a conflict exists between the Agreement and the Terms, the Agreement terms shall prevail, unless otherwise indicated.



Service: SubPLY Service

Description

PLYmedia will provide the Service for a media player integrated with SubPLY. SubPLY may be integrated with your customer media player, a third-party media player, a PLYmedia partner (a “Partner Media Player”) or other third-party plugin (each a “Media Player”). All such integrations are subject to conditions of the Media Player. PLYmedia shall not be responsible for the functioning of any Media Player. Once the SubPLY Service is integrated with a Media Player (an “Integrated Player”), the SubPLY Service shall enable the viewing of Content via the Integrated Player, The SubPLY Service may include services (based on your Service program) such as: access to online account management system, Tools, Content storage and hosting, service and tool for manual upload of Content (created by a third-party) to the Integrated Player and overlay and synchronization of the Content with the Media File for viewing on the Integrated Player. Some SubPLY Services do not require the use of an Integrated Player – please consult with an account manager to discuss SubPLY Service programs, pricing and options.

PLYmedia is also an expert in developing customized technical workflows and processes for the submission, creation, completion and provision of Content and Services. PLYmedia can design a customized workflow for a variety of: Media File submission methods, Media File submission formats, audio source languages, Content creation target languages, recurring or ad-hoc Media Files submissions, varying turnaround requests, provision of completed Content and Media Players. All such technical processes and workflows shall be detailed in an Agreement. Please consult with an account manager to discuss how SubPLY Professional Services can work for you.

Viewing of Content via an Integrated Player

Once PLYmedia performs the Content Service request (or if your Service includes the ability to upload content created by a third-party, in a PLYmedia-approved format, then such content may also be available for the SubPLY Service. The SubPLY Service shall allow you, your users and subscribers to view the Content via the Integrated Player. Your monthly SubPLY Service program (as agreed separately between you and PLYmedia) shall indicate the duration for which the SubPLY Service shall be provided and if applicable, the number of Content views included in your monthly program. Viewing of Content via an Integrated Player shall require continued integration of the SubPLY Service with the Integrated Player. Please note that upgrading your Media Player version, changing your Media Player provider, or other action that may impact the Integrated Player and its functionality, must be informed to PLYmedia (additional integration or technical support fees may be applied for such upgrades or changes).

PLYmedia shall bear no liability for any failure by your Media Player to function as intended with the SubPLY Service due to a Media Player or other change not notified to PLYmedia or for which a technical service fee is unpaid. PLYmedia shall use its best efforts to correct any SubPLY Service viewing issues (where the viewing Service is unavailable), but please note that in the event that the viewing Service failure is a result of the Media Player (or Partner Media Player, you shall still be responsible for payment of the Service program fees).



Service: Online Service

Description

PLYmedia shall create Content based on your request when completing the Online Service request. Prices and terms of the Online Service appear on the Online Service website and may be amended at PLYmedia’s discretion.

Ability to Change or Modify a Service or Terms of Service

PLYmedia retains the right to, at any time and without prior notice, suspend, discontinue, delete, modify, or remove any Service offered by PLYmedia without reason or liability. In addition, PLYmedia may in the future charge for Services which may currently be available for free on the Websites.

PLYmedia reserves the right to change any and all prices and promotions which may appear on the Websites and only the agreed prices in writing or displayed on the Websites (through the Online Service) at the time of purchase or agreement shall be binding and valid between the parties.

Technical Integration

For some SubPLY Services, you may be required to enable PLYmedia to integrate its Services to the media player used at your Publisher Site. In the event that your Service request shall require an Integrated Player, You shall make the necessary changes or additions to your website or media player to allow for PLYmedia’s Service to function on your website. To learn more our technical integration, click here or contact sales@subply.com.

Provision of Service

PLYmedia is responsible for providing the Service requested for the Media Files based on the terms of the specific request. PLYmedia shall create the Content (based on the specifications of the Content Service request) or provide the Service as agreed between you and PLYmedia. PLYmedia may create the Content for the Media File itself or contract with partners or affiliates to create the Service, for all or some languages.

Designating Media Files for the Service

You have the sole discretion to choose the Media File that will be enabled with or for which a Service shall be provided. Requests for a Service for your Media File should be submitted through the Service request process (which may be through the Online Service system or via your account manager).

By using any of the Services offered, you hereby represent that you are either (i) the content owner of the Media File or (ii) have received explicit permission from the content owner of the Media File to grant PLYmedia a worldwide, non-exclusive, transferable, royalty-free, sublicensable license to use, distribute, prepare derivative works of or display in any media formats and through any media channels (the “Permission”) the Content created and to provide the Service or (iii) the Media File is licensed under terms which provide such Permission. In no case shall PLYmedia be liable for any misrepresentation made by you or your failure to disclose the truth and PLYmedia may take legal action against you if the representations herein are found to be incorrect or misleading.

Process for the Content or SubPLY Service

PLYmedia shall provide the SubPLY Service for the selected Media Files to be accessible for viewing at the participating Publisher Site or embedded in third-party sites (provided you enable your Integrated Player to allow embeds) as follows:

  • For Content Service requests, PLYmedia shall provide Content for the Media File as provided by you in a timely manner.
  • Upon your request for a Content or SubPLY Service, you may be required to provide PLYmedia either or both a location of the Media File (in the form of a PLYmedia-approved URL link) or upload of the Media File (in a PLY-approved Media File format). Other methods of Media File delivery/submission (such as via FTP) may be provided and shall be agreed separately. Please contact sales@subply.com for Media File submission options.
  • You shall also be required to specify the source audio language and languages requested for the Content Service request. Incorrect designation of the source audio language may result in delays for creation of the Content and may incur additional fees (for such requests made using the Online Service).
  • Completed Content shall be provided to you via your online SubPLY account (user registration required). Other methods of Content delivery/provision (such as via FTP) may be provided and shall be agreed separately. Please contact sales@subply.com for Media File provision options.
  • If you desire to have a Media File created with Content into a language other than a language previously agreed upon, the cost and schedule of the Content Service shall be the agreed cost and schedule of the Service Feature prevailing at that time. Please contact a sales agent for language pricing at sales@subply.com.


Process for Third-Party Videos and Channels: General

PLYmedia also offers you the ability to request Content for Media Files from third-party sites (the “Third-Party Site”) on your website (the “Third-Party Service”). All such Content requests shall still be bound by the Content terms included herein. Additional terms of the Third-Party Service shall also apply.

Third-Party Service Process

  1. You may insert a URL for a video (the “Third-Party Video”) from a Third-Party Site through the Website (only Third-Party Videos from selected Third-Party Sites shall be supported).
  2. You may create a request (a “Request”) for a Content Service (transcription, caption and/or translation). Please follow the online request process to complete the request (user registration required). SubPLY Professional also allows for the submission of Third-Party Videos for the creation of Content. The submission process of such Third-Party Videos shall be agreed separately in your SubPLY Professional agreement. As always, you must be the copyright owner of this Media File or be authorized by the legal content owner of the Media File to make such a Content request.
  3. PLYmedia may notify the user who posted the material on the Third-Party Site that a Request was submitted by him or on his behalf.
  4. You will receive an embed code for the selected Third-Party Video which shall include PLYmedia’s Service functionality which can then be embedded at your website (the “PLYmedia Embed Code”) and may also receive a SRT file (or other format) to upload to the Third-Party Site.
  5. Upon completion of the Service requested, the provided embed code shall include the Service Feature directly at your site. The Service Feature shall only appear when the Service has been completed. Until such time, the embedded code shall only provide the original Third-Party Video.
  6. By using the Third-Party Service, you agree to post the PLYmedia Embed Code and agree to further distribute the Third-Party Video with the PLYmedia Embed Code.


Third-Party Videos and Channels: Service Terms

  1. PLYmedia shall provide Content for Third-Party Videos for source audio languages supported (user-defined at the start of the process). Any other source audio within the Third-Party Video in a language other than English may not be transcribed or translated. If you designate a source audio language inaccurately, additional fees may apply.
  2. PLYmedia shall accept Requests for Third-Party Videos of a specified length only. The accepted length of the Third-Party Service shall appear on the Websites. PLYmedia reserves the right to deny the Service for any Request that exceeds the accepted video length and shall not be liable for any such denial of Service.
  3. PLYmedia, at its sole discretion, may limit the number of Third-Party Videos to be translated per submitter per day or per channel.
  4. The Request shall include such items as the type of Content Service requested (transcription, captions, translation). The Request shall be completed within the time period of the offer (as found on the Websites). PLYmedia shall use its best efforts to provide the Content in the time provided, but shall take no responsibility for failure to provide the Content or Service in the time period indicated.
  5. For content quality, please see Limitation of Liability for Content above.
  6. PLYmedia reserves the right to deny Service for any Third-Party Video that is violent, offensive, indecent, defamatory, or in violation or suspected by PLYmedia to be in violation of any copyright laws.
  7. PLYmedia shall not be liable for the video content, the publication of the video content, the Content created nor in the Service provided.
  8. PLYmedia shall only perform the Service for Third-Party Videos that are not private or restricted or blocked in any way.
  9. If the Third-Party Site which hosts the Third-party video removes the Third-Party Video from its site, the Content may not be created.
  10. PLYmedia takes no responsibility and is not liable for the functioning or availability of the Third-Party video.
  11. PLYmedia does not alter, modify or change the Third-Party Video in any way. The Content Service is provided and the Content is created as an overlay to the Third-Party Video. The serving of the Third-Party Video with PLYmedia’s plug-in service may be served from PLYmedia’s servers. PLYmedia takes no responsibility and shall not be held liable for any delays, interruptions or failure of the player or Service to function or Content to be displayed.
  12. If the Third-Party Site changes its player functionality, the Service may no longer be available and PLYmedia shall not be liable for the functioning of the Service.
  13. PLYmedia reserves the right not to provide the Service for any Request for any reason and shall not be liable for any decision to refuse such Service.
  14. PLYmedia retains the right at any time and without prior notice to suspend, discontinue, delete, modify, or remove any part or all of the Third-Party Service or the offer or any portion thereof (as it appears on the Website) at its sole discretion.
  15. Not all videos from Third-Party Sites are eligible for the Third-Party Service.
  16. Should PLYmedia be notified from the content owner of the Third-Party Video to remove the Content or that the Content was created without their permission, PLYmedia at its sole discretion may remove the Content created and served by PLYmedia and all other material related to the Service. PLYmedia, however, does not control, manage, operate or host the Third-Party Video or Third-Party Video Site and the content owner should directly contact the Third-Party Site directly if a Third-Party Video is suspected to be infringing on any copyright laws.
  17. By using the Service, you hereby represent that you are either (i) the content owner of the Third-Party Video or (ii) have received explicit permission from the content owner of the Third-Party Video to grant PLYmedia a worldwide, non-exclusive, transferable, royalty-free, sublicensable license to use, distribute, prepare derivative works of or display in any media formats and through any media channels (the “Permission”) the Content created and to provide the Service or (iii) the Third-Party Video is licensed under terms which provide such Permission. You also agree to all terms and conditions of the Third-Party Site including any applicable API terms. In no case shall PLYmedia be liable for any misrepresentation made by you or your failure to disclose the truth and PLYmedia may take legal action against you if the representations herein are found to be incorrect or misleading.
  18. In the event that any prepaid Content Request (such as Requests using the Online Services website and ordering process) may not be performed or completed due to any of the following reasons such as, but not limited to: poor audio quality, inability to discern the audio, corrupt or inaccessible Media Files, incorrect designation of the audio source language, Third-Party Video inoperability, Media File access restriction or blockage, Media File submission failures, Media File unavailability, or any other reason whereby PLYmedia is unable to create the Content, no refunds shall be provided by PLYmedia for such prepayments.


Tools: General Terms

The following sets forth the terms of use and License of the Tools as may be made available to you.

Tools Description

The Tools consist of a web-based tool and application for the online transcription, captioning, translation & synchronization timing for online Media Files.

Tools Terms

PLYmedia owns the "Licensed System", namely the collection of computer programs, software, management tools, website tools/access and other materials, known together as the Tools ("Licensed System", “System” or “Tools”) and the User Documentation for the Licensed System.

Subject to the terms and conditions of this Agreement, PLYmedia hereby grants to Licensee and Licensee hereby accepts under any and all Intellectual Property Rights owned or otherwise assertable by PLYmedia, a non-exclusive, non-transferable, non-assignable license to use the Licensed System for the creation of Content which may also be synchronized with the Media File.

Apart from the rights enumerated in this Agreement, the License does not include a grant to Licensee of any right to engage in any Licensable Activity, nor any ownership right, title, or interest, nor any security interest or other interest, in any Intellectual Property Rights, including but not limited to, trade secrets, patents, copyrights, trademarks, service marks and moral rights relating to the Licensed System nor in any copy of any part of the Licensed Software.

To remove any doubt, even if suggestions made by Licensee are incorporated into subsequent versions of the System or the Documentation, Licensee does not acquire any rights or interests in the System, except as provided herein.

To remove any doubt, the License is for the use of the System as made available and neither grants right nor entitlement for a license in later versions that the Licensor may develop and/or license for use in the future.

Rights of Use

Licensor agrees that it shall not use, reproduce, distribute, upload to the internet, post online, sublicense or transfer (with or without consideration) the System or access to the System, or parts or modules of it, including, except as provided herein. Licensee shall not: (i) decompile, reverse engineer, disassemble, modify, otherwise attempt to derive the source code of the System or prepare any derivative works of the System; (ii) modify or adapt the System or the Documentation, or merge either of them into any other System or other materials; (iii) sell, license (or sub-license), lease, assign, transfer, pledge or share the rights provided herein with/to any third party; (iv) provide access to the System; (iv) represent that it possesses any proprietary interest in the System; (v) directly or indirectly, take any action to contest PLYmedia’s Intellectual Property or infringe upon it in any way.

Licensee further agrees that use of the Tools to create any Content for a Media File does not grant such Licensee any right (moral or otherwise) in the Content created nor in the derivative works created of the Media File (the “Works”). The Licensee hereby agrees to waive any such interest in such Works and assign all such rights (if any) to PLYmedia or the copyright owner of the Media File content. Where the Media File copyright owner is the Licensee and the creator of the Works, all rights and interest in the Works shall be the sole ownership of the Licensee and the Licensee hereby grants PLYmedia the right to use and or display the Works for its own marketing or general purposes (but shall not grant PLYmedia the right to resell or provide the Works to a third-party without the express written permission of the Licensee).

The Licensee is granted the right to use the System or PLYmedia’s websites to create Content. The Licensee can use the System and PLYmedia’s websites itself and/ or permit its partners, affiliates, users and subscribers to use the System which it installed at its website or PLYmedia’s website, provided such grant is explicitly provided by PLYmedia. Use of the System or PLYmedia’s website by the Licensee and/ or its partners, affiliates, users and subscribers is subject to registration for each user and acceptance by such user of these terms. The Licensee has the obligation to inform its partners, affiliates, users and subscribers of these terms of use and no use of the System or PLYmedia’s websites shall be permitted unless agreed to these terms.

Proprietary Rights of the Licensed System

PLYmedia owns the intellectual property related and associated with its System. The System contains copyrighted material, patented technology, trademarks (registered and unregistered), and other proprietary information of PLYmedia. Licensee acknowledges and agrees that all copyrights in the Software and Content, including but not limited to any images, photographs, animations, video, audio, music, text and "applets," incorporated into the Software, the accompanying printed materials, the educational material and any copies of the software (if applicable), are owned by PLYmedia. The Licensee is granted no right in the intellectual property associated or related to the System and nothing should be inferred as granting such rights to the Licensee.

Waiver

LICENSEE AGREES THAT IN NO EVENT SHALL PLYMEDIA BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM LOSS OF OR USE OF DATA OR CONTENT, PROFITS OR BUSINESS INTERRUPTION, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS CONDUCT, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SYSTEM, SERVICE OR TOOLS OR ANY PART THEREOF OR THE EDUCATIONAL MATERIAL OR ANY OTHER CONTENT OR MATERIAL PROVIDED WITH THE SYSTEM OR TOOLS OR ENABLED FOR USE WITH THE SYSTEM OR TOOLS EVEN IF IT HAS BEEN ADVISED OF A POSSIBILITY OF SUCH DAMAGES.

Status of the Parties

Nothing contained herein shall be construed or implied to create a relationship of partnership, joint venture, agency, employment, franchise or any relationship other than that of independent contractors in the use of the Tools, System or Service.

Additional Rights to Use the Tools

You are entitled to offer your users and subscribers to create other forms of content using PLYmedia’s Tools (or other PLYmedia’s tools and services) for user-generated and non-professional services for videos which are displayed at your site. Those users and subscribers will be entitled to use the Tools if they accept PLYmedia’s Terms of Use. Please contact PLYmedia at info@subply.com on how to enable this functionality on your videos.

In the case that you choose to use the Tool and contract with third party for providing Content, you agree to be bound by the Tool license agreement included herein.



Other General Terms

Proprietary Rights

PLYmedia owns the intellectual property related and associated with its Service and Tools. PLYmedia further owns and retains all proprietary rights in the Websites. The Tools, Service and Websites contain copyrighted material, patented technology, trademarks, and other proprietary information of the Websites and its licensors. You are granted no right (moral or otherwise) in the intellectual property associated or related to the Tools, Service and/ or the Websites and nothing should be inferred as granting such rights to the user. At the same time, the implementation of the Tools or use of the Service within your site grants PLYmedia no right in your intellectual property rights, moral or otherwise or to your tools, third-party providers or any of their intellectual property rights, moral or otherwise.

The content on the Websites, except the videos from a third-party (the “Third-Party Videos”), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features, and "applets," and the like ("Website Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to PLYmedia, subject to copyright and other intellectual property rights under the law. Website Content is provided to you AS-IS for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. PLYmedia reserves all rights not expressly granted in and to the Websites and the Websites Content.

Copyright Policy

PLYmedia is committed to the protection of copyright laws and regulations and the intellectual property rights of creators and owners of content. PLYmedia objects to any use of it Tools or Service for copyright infringement and takes any necessary effort to assure that no copyright infringement is utilized. Use of PLYmedia’s Tools and Service are subject to PLYmedia's Copyright Policy and you hereby agree to strictly follow copyright law and agree not to use the Tools or request any Service for any Media File in any manner which might be in conflict with any others' rights. In this regard, you have the obligation to clear rights in copyrighted content and to contract with your users and subscribers for the use of their content (if applicable) and also for the Service requested and the publication of the Content on your site (if applicable). PLYmedia will not be responsible, either directly or indirectly, for infringement of copyright which may occur in performance of the Service. All requests by You for a Content Service should be requested only for Media Files that have been legally cleared for the Content Service Feature, for that performance of the Service, for the publication of the Content and for the commercial use of the Media File and Content (if applicable) and that the Media File does not infringe upon any copyright laws. Submission of any Media File for the Content Service shall be presumed by PLYmedia to have undergone such legal approval and clearance. PLYmedia shall not be responsible for any Content Service creation for Media Files not legally approved for the Content Service if such a request is made for the Media File. PLYmedia does not monitor or control the Media File and shall create the Content for such Media File Content requests. If PLYmedia is specifically informed that a Media File has not been cleared or approved as per above, PLYmedia will refrain from performing the Service, providing the Content or publishing the Content and will take all necessary steps to assure that the Content created for the Media File is immediately removed. All copyright concerns, issues or notifications should be sent to copyright@plymedia.com.

PLYmedia is committed to a legal, safe, friendly and equal environment. PLYmedia strictly prohibits the use of the Service or Tools or any of its functionalities for offensive, illegal or harming purposes. You agree not to use the Tools or Websites to create, edit or share any content that is harmful, unlawful, obscene, libelous, racist, hateful, criminal or that violates the right to privacy or any other illegal, offensive or inappropriate content. PLYmedia reserves the right, on its sole discretion, to remove any content which deems to be illegal, offensive or inappropriate and to take action against the infringer.

Copyright Notice

You have an obligation to inform your users and subscribers of copyright laws and regulations and to assure that videos which appear on your website do not infringe upon any copyrights.

Warranties and Limitation of Liability

The Tools are being licensed "AS-IS" and “AS-AVAILABLE” and PLYmedia makes no warranty as to its use, availability or performance. The express warranties and express representations set forth in this Agreement are in lieu of, any disclaimer, any and all other warranties, conditions, or representations (express or implied, oral or written), with respect to the Licensed System or any part the thereof. Except for any warranty, condition, representation or term to the extent to which the same cannot or may not be excluded or limited by law applicable to the Licensee in Licensee’s jurisdiction, PLYmedia makes no warranties, conditions, representations, or term, express or implied, as to any matter including without limitation, non-infringement of third party rights, merchantability, integration, satisfactory quality, or fitness for any particular purpose. There are no express or implied warranties as for the accuracy, relevancy or reliability of the educational material or other materials provided or enabled for view with the System.

You also hereby acknowledge that PLYmedia’s Service shall be integrated “AS-IS” and “AS-AVAILABLE”. You will not have any claim against the functionality of the Tools, Service or their operation within your working environment. PLYmedia’s Tools and Services have been developed to be used in conjunction with websites and should not affect the functioning or operation of your site. To wit, PLYmedia will not be in any case responsible for any damage that may be the result of the decision to embed the Tools or any other damages, monetary or other, to you or your users or subscribers due to the use of PLYmedia’s Tools or Service.

You hereby acknowledge that in the event you are a paid subscriber to a Service program or plan, such Service is also provided “AS-IS” and “AS-AVAILABLE” and PLYmedia shall not be responsible for any failures resulting in non-performance or unavailability of the Service due to failures either by (i) a PLYmedia PLYmedia’s Service error or unavailability (as determined by PLYmedia, in its sole discretion) or (ii) failures related to a Media Player or Partner Player.

Independent of, severable from, and to be enforced independently of any other enforceable or unenforceable provision herein, in no event shall PLYmedia’s aggregate liability to Licensee (including liability to any person or persons whose claim or claims are based on or derived from a right or rights claimed by Licensee), with respect to any and all claims at any and all times arising from or related to the subject matter of this agreement, in contract, tort or otherwise, exceed the license fee paid for the Tools, if any.

Registered User Information

PLYmedia requires registration to perform certain functions or receive certain Services and you will be directed to a registration process. The registration process may require the user to provide information regarding, but not limited to, his\her email address and other information such as age, citizenship, address or other information. Once registered as a registered user, you represent and warrant all registration information you submit is accurate and truthful and that you agree to update and maintain the accuracy of such information. You further represent and warrant that your use of the Website shall not violate any applicable law or regulation. PLYmedia reserves the right to stop the service of a registered user if registration information submitted seems or proves to be false. PLYmedia will, in accordance with its Privacy Policy, keep your email and other user information confidential. You are responsible for maintaining the confidentiality of your user information.

By agreeing to these terms, you agree to allow PLYmedia to contact you via your registered email address.

In addition, PLYmedia may decide to send marketing communications to users. To stop receiving such marketing communication, you should opt-out of such marketing email updates or send an email to info@subply.com with your email address and note that you do not want to receive any further marketing communication.

Account Access

In order to provide you with fast and easy access to your account, PLYmedia may place a cookie (a small text file) on any computer from which you access our Website. When you revisit our Website, this cookie enables us to recognize you as the account holder and provide you with direct access to your account or Service without requiring you to re-enter your password or other identification information. You are responsible for maintaining the confidentiality of your user information and for restricting access to your computer.

Termination of Service, Third-Party Service or Use of the Tools

PLYmedia reserves the right to, without prior notice, terminate Service or access to the Tools to anyone violating these Terms. If your Service is terminated, your rights to use the Tools, Service and/ or the Websites will stop immediately. Termination is without prejudice to all other remedies available to PLYmedia at law and under this agreement.

You have the right to stop using Tools, Content, Service or any other PLYmedia's services at any time. Termination will become effective 24 hours after notice to PLYmedia. For Professional Service users, termination of the Terms shall be subject to the Agreement signed between the parties.

Governing Law and Jurisdiction

This Agreement as it relates to the Service shall be treated as though it were executed and performed in San Francisco, California, and shall be governed by and construed in accordance with the laws of the State of California (without regard to conflict of law principles).

This Agreement as it relates to the Tools will be interpreted and enforced in accordance with the law of the State of Israel applicable to agreements made and performed entirely in that state by Persons domiciled therein. All disputes arising out of or relating to the Tools that are not resolved by agreement between the Parties will be arbitrated in accordance with the Israeli Arbitration rules, by an arbitrator to be appointed by Chair of the Israeli Bar Association. Suit to enforce this Agreement or any provision thereof related to the Tools will be brought exclusively in the state or federal courts located in Tel Aviv, Israel

Any cause of action by you with respect to the Tools, Service and/ or the Website (and/or any information, Documents, products or Websites related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party.