SubPLY Solutions Ltd. and its subsidiaries (together, "SubPLY") 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”).
SubPLY 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.
SubPLY 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.
SubPLY 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 SubPLY, please contact email@example.com for information on integration and pricing of the SubPLY Service or other SubPLY’s service offerings.
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.
SubPLY 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).
SubPLY offers Content in a variety of languages. Requested Content for a specific language shall be provided by SubPLY based on your particular needs and the availability of professional translation or transcription services in these languages.
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.
SubPLY 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. SubPLY 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, SubPLY 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 firstname.lastname@example.org and SubPLY 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 may be required to enter into a separate agreement (an “Agreement”) with SubPLY 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.
SubPLY 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 SubPLY 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. SubPLY 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.
SubPLY is also an expert in developing customized technical workflows and processes for the submission, creation, completion and provision of Content and Services. SubPLY 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.
Once SubPLY performs the Content Service request (or if your Service includes the ability to upload content created by a third-party, in a SubPLY -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 SubPLY) 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 SubPLY (additional integration or technical support fees may be applied for such upgrades or changes).
SubPLY 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 SubPLY or for which a technical service fee is unpaid. SubPLY 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).
SubPLY 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 SubPLY’s discretion.
SubPLY retains the right to, at any time and without prior notice, suspend, discontinue, delete, modify, or remove any Service offered by SubPLY without reason or liability. In addition, SubPLY may in the future charge for Services which may currently be available for free on the Websites.
SubPLY reserves the right to change any and all prices and promotions which may appear on the Website and only the agreed prices in writing or displayed on the Website (through the Online Service) at the time of purchase or agreement shall be binding and valid between the parties.
For some SubPLY Services, you may be required to enable SubPLY 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 SubPLY’s Service to function on your website. To learn more our technical integration, click here or contact email@example.com.
SubPLY is responsible for providing the Service requested for the Media Files based on the terms of the specific request. SubPLY shall create the Content (based on the specifications of the Content Service request) or provide the Service as agreed between you and SubPLY. SubPLY may create the Content for the Media File itself or contract with partners or affiliates to create the Service, for all or some languages.
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 SubPLY 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 SubPLY be liable for any misrepresentation made by you or your failure to disclose the truth and SubPLY may take legal action against you if the representations herein are found to be incorrect or misleading.
SubPLY 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:
SubPLY 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.
The Tools consist of a web-based tool and application for the online transcription, captioning, translation & synchronization timing for online Media Files.
SubPLY 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, SubPLY hereby grants to Licensee and Licensee hereby accepts under any and all Intellectual Property Rights owned or otherwise assertable by SubPLY, 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.
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 SubPLY’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 SubPLY 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 SubPLY the right to use and or display the Works for its own marketing or general purposes (but shall not grant SubPLY the right to resell or provide the Works to a third-party without the express written permission of the Licensee).
SubPLY 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 SubPLY. 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 SubPLY. 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.
LICENSEE AGREES THAT IN NO EVENT SHALL SUBPLY 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.
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.
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.
SubPLY owns the intellectual property related and associated with its Service and Tools. SubPLY 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 SubPLY 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 SubPLY, 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. SubPLY reserves all rights not expressly granted in and to the Websites and the Websites Content.
SubPLY is committed to the protection of copyright laws and regulations and the intellectual property rights of creators and owners of content. SubPLY 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 SubPLY’s Tools and Service are subject to SubPLY'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). SubPLY 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 SubPLY to have undergone such legal approval and clearance. SubPLY 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. SubPLY does not monitor or control the Media File and shall create the Content for such Media File Content requests. If SubPLY is specifically informed that a Media File has not been cleared or approved as per above, SubPLY 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 firstname.lastname@example.org.
SubPLY is committed to a legal, safe, friendly and equal environment. SubPLY 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. SubPLY 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.
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.
The Tools are being licensed "AS-IS" and “AS-AVAILABLE” and SubPLY 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, SubPLY 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 SubPLY’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. SubPLY’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, SubPLY 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 SubPLY’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 SubPLY shall not be responsible for any failures resulting in non-performance or unavailability of the Service due to failures either by (i) a SubPLY’s Service error or unavailability (as determined by SubPLY, 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 SubPLY’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.
By agreeing to these terms, you agree to allow SubPLY to contact you via your registered email address.
In addition, SubPLY 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 email@example.com with your email address and note that you do not want to receive any further marketing communication.
In order to provide you with fast and easy access to your account, SubPLY 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.
SubPLY 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 SubPLY at law and under this agreement.
You have the right to stop using Tools, Content, Service or any other SubPLY 's services at any time. Termination will become effective 24 hours after notice to SubPLY For Professional Service users, termination of the Terms shall be subject to the Agreement signed between the parties.
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.