Deepdub Subscription Terms of Service
IMPORTANT: BY USING THE SERVICES (DEFINED BELOW) YOU ACCEPT THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN PLEASE DO NOT USE THE SERVICES.

These Deepdub Subscription Terms of Service apply to the services provided by Deepdub (defined below), to customers (“Customer”) who access to, use or subscribe to Deepdub’s localization services available online on a subscription basis on Deepdub’s website (“Services”). These Deepdub Subscription Terms of Service together with the Deepdub Privacy Policy available at https://deepdub.ai/privacy (together, the “Agreement”) constitute a binding agreement between you and Deepdub. By subscribing to, accessing or using the Services in any way or manner Customer agrees to abide by, and be bound, by the Agreement. 
Deepdub may unilaterally change or add to any non-material terms of this Agreement, except for the terms of Section 5 as fully-protected terms (collectively, the “Protected Terms”), at any time. In the event of a non-material change, Deepdub shall notify Customer in advance via email or by means of a prominent notice on the Services. Customer shall check the Services periodically and on an aforementioned email-notice basis and review non-material changes to the Agreement at the following URL: https://app.deepdub.ai/terms. By continuing to use the Services following such changes, Customer agrees to be bound by such changes. Changes to the Agreement shall not apply to projects already submitted for performance and paid for prior to such change. For the avoidance of doubt, Deepdub shall not make any material change without Customer’s prior written approval.
"Deepdub" shall be defined as follows: (i) for Customers registered in the USA, Deepdub Inc.; and (ii) for Customers registered anywhere else in the world, Deepdub Ltd.
1.	Services. 
1.1.	Deepdub will provide Customer with the Services based on Deepdub’s proprietary localization solution. Customer may order localization assignments by submitting text or video and receive the resulting dubbing files created as part of the Services (“Deliverables”), subject to Customer’s applicable Subscription Package (as defined in Section 3 below); each package includes different usage rights and restrictions, please review carefully and ensure compliance thereof. As part of the Services Deepdub shall grant Customer with access to its online platform (the “Platform”).  
1.2.	If Customer uses the freemium version of the Services then the following shall apply, notwithstanding anything to the contrary herein: (i) The Deliverables are owned by Deepdub and Customer shall be granted with a royalty-free, non-sublicensable license to use the Deliverables internally solely for testing and not for any commercial use; (ii) Deepdub may cease providing the freemium access and services at any time, at its sole discretion and without any prior notice; (iii) Deepdub may place its logo and a short disclaimer or statement on the Deliverables and Customer may not remove or obscure them; (iv) Deepdub shall not be required to retain the Deliverables for any retention period; and (v) Deepdub’s cap on liability shall not exceed $500.  
2.	Warranties and Representations. Each party hereby warrants and represents that it is authorized to enter into this Agreement. Customer warrants and represents that: (i) it has all rights and has obtained all permits, consents and authorizations, as required in order to provide Deepdub with the content it provides herein and for the performance of the Services and creation of the Deliverables, including the dubbing of the videos and audio files or text provided by Customer and synchronization of the dubbing into the videos; (ii) Customer’s content and materials comply with all applicable laws and do not include any content that is pornographic, infringing or racist. Deepdub may remove or block from the Services any content it suspects or believes, at its sole discretion, to be illegal, infringing, in violation of this Agreement or otherwise objectionable, without prior notice; Customer waives any claim in respect of such removal.  
3.	Payment. In consideration for the Services and rights to the Deliverables Customer shall pay Deepdub the fees set forth in the package selected on Deepdub’s online portal or in a statement of work entered into with Deepdub, such online portal or statement of work as the case may be shall be defined as “Subscription Package”. Unless otherwise set forth in the Subscription Package, Customer shall pay all fees in advance for each subscription period and all payments shall be recurring for the renewing subscription period, unless terminated as permitted herein. The fees are exclusive of VAT, sales tax or other taxes, which will be borne by Customer (except for taxes on Deepdub’s income).  
4.	Confidential Information; Personal Information. During the term of the Agreement each party may have access to certain non-public or proprietary information or materials of the other party (the "Recipient" and the "Discloser", respectively), whether in tangible or intangible form ("Confidential Information"). Without derogating from the foregoing, information regarding Customer’s production shall be deemed as Customer Confidential Information and the information regarding Deepdub’s technology and methods of performing the Services shall be deemed as Deepdub Confidential Information. Confidential Information will not include information or material which the Recipient can demonstrate: (a) was in the public domain at the time of disclosure by Discloser to the Recipient hereunder; and/or (b) became part of the public domain after disclosure by Discloser to the receiving party hereunder, through no fault of the Recipient; (c) was in the Recipient's possession at the time of disclosure by the Discloser hereunder, and was not subject to prior continuing obligations of confidentiality by the Recipient to Discloser; (d) was rightfully disclosed to the Recipient by a third party having the lawful right to do so; and/or (e) was independently and rightfully developed by the Recipient without (direct or indirect) use of, or reliance upon, Discloser's Confidential Information. In the event that Recipient is required to disclose Confidential Information of Recipient pursuant to any law or governmental or judicial order, Recipient will promptly notify Discloser in writing of such law or order and reasonably cooperate with Discloser in opposing such disclosure or obtaining such other protective measures. In any event, such disclosure made pursuant to this paragraph will be made solely to the extent required by such law or order (as the case may be). Recipient will use Discloser’s Confidential Information solely for the purpose of performing its obligations and/or exercising its rights under this Agreement and will not disclose Confidential Information to any third party, except to (i) its (and its parent company’s or subsidiary’s, if applicable) officers and employees that have a need to know such information and (ii) legal or financial professionals such as attorneys and public accountants and that are bound by obligations at least as protective as provided herein. Recipient will take measures at a level at least as protective as those taken to protect its own confidential information of like nature, but in no event less than a reasonable level, to protect Discloser’s Confidential Information. Recipient will promptly notify Discloser in writing in the event of any actual or suspected unauthorized use or disclosure of any Discloser Confidential Information. 
5.	Ownership. 
5.1.	All of (i) the materials provided by Customer to Deepdub, including, but not limited to, audio and video files and text (“Customer Materials”), and (ii) the Deliverables (except for the voice data owned (or licensed by a third party to Deepdub) and specified by Deepdub and used for the dubbing, where such voice data shall be specified as part of Deepdub’s voice list (“Deepdub Voice Data”)) shall be owned by Customer.
For the avoidance of doubt:
(i)	Regardless of payment of fees set forth in Section 3, Customer retains full ownership (and/or licenses granted by a third party to Customer, if applicable), including but not limited to any copyrights, in and related to Customer Materials and accordingly Deepdub acquires no right in or to any Customer Materials; 
(ii)	Notwithstanding the provision of Item (i) above, Customer shall grant to Deepdub a royalty-free, non-sublicensable limited license to use the Customer Materials internally solely for creating the Deliverables and not for any commercial use; 
(iii)	Regardless of payment of fees set forth in Section 3, Customer exclusively retains full ownership, including but not limited to any copyrights, in and related to the Deliverables, excluding Deepdub Voice Data incorporated into the Deliverables, for which Deepdub shall grant to Customer a worldwide, royalty-free, non-exclusive, sublicensable right and license to use and copy such Deepdub Voice Data solely as and to the extent embedded in the Deliverables, and shall exercise no moral right of author on Deepdub Voice Data (if applicable); and
(iv)	Payment of fees shall be set forth in Section 3, separately from ownership and licenses set forth in this Section 5.	
5.2.	Deepdub’s solution and methods of performing the Services, the Deepdub Voice Data mentioned in Section 5.1, the Platform, Deepdub Confidential Information and all improvements, enhancements and derivatives of any of the foregoing and all intellectual property rights thereto ("Deepdub IPR") are exclusively owned by Deepdub and/or its licensors. All feedback and suggestions provided to Deepdub regarding the Services or the Platform shall be deemed as Deepdub IPR. This Agreement does not convey to Customer any right, title or interest in the Deepdub IPR.
6.	Indemnification. 
6.1.	Deepdub shall defend Customer against any third-party claim or demand alleging that the Deepdub technological solution infringe the intellectual property rights of a third party (for the purposes of this Section, “Claim”). Deepdub shall indemnify and hold Customer harmless against any damage, loss or liability arising from a Claim and finally awarded in judgment or agreed in settlement.  
6.2.	Customer shall defend Deepdub against any third party claim or demand: (i) by any person filmed or mentioned in the videos; (ii) in respect of the videos and other content provided by Customer, including without limitation claims related to moral rights, copyrights, privacy claims or the right to publicity or performers rights; (iii) alleging that any materials provided by Customer or the performance of dubbing in respect of these materials infringe any rights of any third party or trigger any payment obligation (for the purposes of this Section, “Claim”). Customer shall indemnify and hold Deepdub harmless against any damage, loss or liability arising from a Claim and finally awarded in judgment or agreed in settlement.
6.3.	The indemnified party shall: notify the indemnifying party of a Claim, promptly after becoming aware thereof; render full control over the defense and settlement of the Claim to indemnifying party; and provide reasonable assistance in the defense at indemnifying party’s expense. 
7.	Disclaimer. EXCEPT AS EXPLICITLY SET FORTH HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. DEEPDUB DOES NOT WARRANT THAT THE DELIVERABLES WILL SOUND EXACTLY LIKE THE DUBBED ACTOR.   
8.	Limitation of Liability. EXCEPT FOR CLAIMS ARISING FROM BREACH OF CONFIDENTIALITY, THE INDEMNIFICATION OBLIGATION HEREIN OR MISAPPROPRIATION OF DEEPDUB’S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR LOSS OF DATA. EXCEPT FOR CLAIMS ARISING FROM BREACH OF CONFIDENTIALITY AND THE INDEMNIFICATION OBLIGATION HEREIN, DEEPDUB'S AND/OR ITS AFFILIATE'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO DEEPDUB HEREIN DURING THE TWELVE (12) MONTHS PERIOD PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.
9.	Publicity. Deepdub may use the Customer’s name and logo on its website and presentations in order to refer to this engagement and to Customer as Deepdub’s Customer. If requested by Deepdub and provided that Customer has sufficient rights, Customer shall grant Deepdub a perpetual, royalty-free license to use a scene from the video work and a part of the Deliverables for marketing of the Services and in presentations and demos to prospective customers and investors with reasonable accreditation to Customer, which may be made public only after public launch of the Deliverables and Customer’s written approval. 
10.	Term and Termination. This Agreement shall be in force for the term set forth in the Subscription Package Subscription Package, which will renew automatically unless stated otherwise in the Subscription Package or if either party elects to notify the other party in writing of its decision not to renew the subscription. Each party may terminate this Agreement in the event of breach by the other party upon a thirty (30) days' notice, unless the breach is cured during the notice period.  Upon termination or expiration of this Agreement each party shall immediately delete or return, at Discloser’s discretion, all Confidential Information of the Discloser. Notwithstanding the termination or expiration of this Agreement, Sections 2-11 shall survive and remain in effect in perpetuity. Unless otherwise stated in the Subscription Package, Deepdub shall retain the Deliverables for thirty (30) days following termination or expiration of the Agreement in order to enable Customer to request the files again, and after said period Deepdub may delete the Deliverables.   
11.	General. (i) This Agreement and the Subscription Package is the entire agreement between Customer and Deepdub in respect of the subject matter herein and this Agreement shall not be modified except as provided herein; (ii) This Agreement shall be construed and governed in accordance with the laws of and be subject to the exclusive jurisdiction of: (i) for Customers registered in the USA, the State of Delaware, USA and the Federal and State courts of Delaware, USA; and (ii) for Customers registered anywhere else in the world, the State of Israel and the competent courts of Tel Aviv-Jaffa, Israel, and each party hereby submits itself to the exclusive jurisdiction of these courts; (iii) neither party may assign or otherwise transfer this Agreement or any of its rights and obligations under this Agreement to any third party without the prior written consent of the other party. Any unauthorized assignment will be void and of no force or effect. Notwithstanding the foregoing, Deepdub may assign and transfer all of its rights and obligations herein in connection with a merger, consolidation, reorganization or sale of all or substantially all of its assets; (iv) unless otherwise expressly provided, no provisions of this Agreement are intended or shall be construed to confer upon or give to any person or entity other than Customer and Deepdub, any rights, remedies or other benefits under or by reason of the Agreement; (v) no failure or delay by either party in exercising any right, power or remedy shall operate as a waiver thereof. Waivers must be explicit and in writing.