If you do not accept these Terms in full, you are prohibited from using Neurodub Service for any purpose.
- CUSTOMER ACCOUNT
- INTELLECTUAL PROPERTY
- WARRANTIES AND REPRESENTATIONS
- SUSPENSION OF THE SERVICE. TERMINATION OF THE AGREEMENT
- ANTI-CORRUPTION CLAUSE
- APPLICABLE LAW AND DISPUTE RESOLUTION
- OTHER APPLICABLE TERMS
- OUR DETAILS AND CONTACT INFORMATION
1.1. Beyond ML Limited Liability Company (hereafter referred as “Beyond ML” or “we”) shall provide a set of services (hereafter referred as the “Neurodub Service”, or the “Service”) related to the use of the functionality of the Neurodub Service. The Service offers the possibility to perform automated of provided video (the “Customer’s Materials” or the “Materials”) translation in the form of video with subtitles or video with voice-over in accordance with the settings chosen in the interface of the website located at https://neurodub.ai/ (the “Website”).
1.2. The use of the Service is governed by these Terms, which are a legally binding agreement.
1.3. The Service is available if the Customer has legal capacity to accept these Terms and are of sufficient age to enter into agreement with us (if applicable), as may be required under the laws of the citizenship or the place of residence.
1.5. The Service also provides a functionality to offer a translation variant, edit the translation, report an error (the “Customer’s Adjustments”). The Customer agrees that the Customer’s Adjustments may be available to other users of the Service, as well as in advertising or marketing materials of Beyond ML without disclose the exact Customer (its name and/or login) who added the Customer’s Adjustments (except the cases when we will have to disclose the identity to any third party who is claiming that any of the Customer’s Materials provided by the Customer constitutes a violation of their intellectual property rights, or of their right to privacy). The Customer shall be solely and entirely responsible for the statutory compliance, content, completeness, correctness, and accuracy of the Customer’s Adjustments.
1.6. Beyond ML may also provide information and consulting services which can also include using software tools through the NeuroDub Platform. (hereafter referred as the “NeurodDub Service Pro”, or the “Service Pro”). Cost and other details of such services shall be approved by the parties according to the Clause 1.4. hereof.
1.7. We do not guarantee the storage of the Customer’s Materials, or the results of translation, or the Customer’s Adjustments to any extent and/or for any period of time after completion of the Service under a particular order.
2. CUSTOMER ACCOUNT
2.1. We may also require the Customer to create a Customer account on the Website. As such, the Customer is obliged to provide us with accurate and complete information in the registration form. If the Customer provides us with incorrect information or we have reasons to believe that the information provided is incomplete or inaccurate, we have the right to block or delete the account and deny to the use the Service.
2.2. The Customer shall be responsible for maintaining the confidentiality and security of the account authorization information and shall not disclose this information to any third party. If the Customer become aware or suspect that the account login information has become known to anyone without the consent, the Customer must change the login details promptly and notify us thereof at the e-mail specified in the contact details below.
2.3. By registering an account, the Customer acknowledges and accepts that an account registered by a bot or any other automated method is prohibited. The Customer is only allowed to register one account. Refistered account shall not be transferred to any other person.
3.1. The Service is provided on an advance payment basis. The Service fee is indicated in the Website interface at the stage of submitting Materials for translation.
3.2. It is agreed by the Parties that for the purposes of determining the cost of the services, we use the information of the full duration of the Customer’s Material, regardless of the actual duration of the translated text part within it.
3.3. Taxes. The cost of the Neurodub Service indicated in the account does not includeapplicable taxes, fees, duties and other payments levied in accordance with the tax legislation of the country of our incorporation (if any). The Customer shall pay the cost of the invoiced Neurodub Service in full without deduction of any taxes, charges, duties or other payments. If in accordance with applicable law the Customer will be obliged to deduct from the cost of the Neurodub Service any taxes, charges, duties and/or other payments payable by Beyond ML as an income recipient, the cost of the Neurodub Service shall be automatically increased so that, after deducting the sums specified in this clause, the amount of fee to be paid to Beyond ML under this Agreement shall be equal to the amount originally stipulated in this Agreement.
3.4. The cost of the Service will not include commissions for money transfers and other payments in favor of the organizations that accept and maintain payments. The Customer shall pay the above commissions and other charges independently and at their own expense.
3.5. Shall the Services rendered under the Customer’s order be paid by a third party, the parties hereof shall consider such payment as if it is made by the person authorized by the Customer (the Customer’s representative).
3.6. The Neurodub Service may be provided as part of a trial, promotional offer and/or test experience (the “Trial Offer”) with no tariffication, against of future Service order(s). As a Trial Offer the Customer is provided with an option to translate no more than 3 videos, up to one (1) Gb and one (1) hour duration each in order to let the Customer get hands-on experience using our Service. Notwithstanding anything to the contrary herein, additional terms and conditions may apply to any Trial Offer and we reserve the right, at our sole discretion, to change, modify, amend and/or terminate any Trial Offer at any time, for any or no reason and without any prior notice to the Customer.
4. INTELLECTUAL PROPERTY
4.1. The Customer retain any ownership rights that the Customer may have in the Materials uploaded to our Website and in any content that is generated as a result of using Neurodub Service. At the same time, when the Customer uploads Materials to our Website we need to be able to use and share these Materials with our sub-contractors to enable certain features in the Neurodub Service in connection with the Service provided. As such, we reserve the right to use the Materials in accordance with the functionality of our Service and the results of translation of the Customer’s Materials and Adjustments for the purpose of developing and improving of the Service, including for the use thereof for commercial purposes such as providing the Service to other customers, as well as to transfer the rights to use the specified purposes to third parties.
4.2. The Customer is prohibited from:
4.2.1. use the Neurodub Service by any means not in the Terms; change, decompile and/or modify the object code of the Service in any way;
4.2.2. use the Neurodub Service to produce:
a) materials, Internet services, computer software or other services if their use or their producing may result in violation of laws and/or the rights and legitimate interests of third parties;
b) computer software or other services with the similar to the Neurodub Service functionality and purpose.
4.3. The violation of the terms of this Section shall be deemed a material breach of the terms and conditions of the agreement.
5. WARRANTIES AND REPRESENTATIONS
5.1. The Customer (or the Customer’s representative, including a person authorized to register an account on the Website, enter into the agreement and place an order to translate the Material on the Customer’s behalf) represents and warrants to Beyond ML that (a) the Customer (the Customer’s representative) has provided us with the accurate data, including personal data required for the conclusion and performance of the agreement and invoicing; (b) the Customer (the Customer’s representative) is duly authorized to register an account on the Website, conclude and execute the agreement, and the Customer is not prevented to do so (for example, by any applicable law or the Customer’s obligations before the third parties); (c) any person paying for the Service is the Customer’s authorized representative empowered to make payments under the agreement on the Customer’s behalf; (d) the Customer’s use of the Service and its results will not violate applicable laws; (e) the Customer is not acting in violation of the intellectual property rights (including moral rights) of any person and have all necessary rights to the Customer’s Materials, including the right to translate and further use the results of the provision of the Service; (f) the Customer’s Materials are not and/or do not include malicious scripts and/or computer software, including viruses; (g) the content of the Customer’s Materials is not illegal, harmful, libelous, purposefully misleading or unethical; demonstrates or incites violence, hatred and/or racial, ethnic, sexual, religious or social discrimination; insulting towards any persons and/or organizations, contain obscenities, containing public calls for the implementation of terrorist activities or publicly justifying terrorism, or other extremist materials, contain elements of (or promotes) pornography and child erotic materials; advertise or promote sexual services (including under the guise of other services); or describe the process of manufacturing, application or other use of drugs and similar substances, explosives or other weapons; is any other way inappropriate, offensive or violating applicable laws; (h) during the execution of the Terms the Customer will comply with all the requirements of the applicable legislation on personal data (if such is applicable to the relations between the Parties), and also guarantees that if the transfer of personal data of third parties to us takes place, the Customer has obtained necessary legal basis for processing such data by us, and the relevant third parties are notified of the processing of their personal data (if such notification is required by applicable law). The Customer shall be solely responsible for the content of the Customer’s Materials as well as for compliance with the requirements of the applicable legislation on personal data.
5.2. We confirm that (a) we are duly authorized and have all necessary rights for the Neurodub Service sufficient to enter into and perform the agreement and provide the Service; and (b) granting the right to use the Service under the agreement will not violate applicable laws or any of our obligations before third parties, neither otherwise violate third parties’ rights and legitimate interest.
5.3. We aim to continuously develop the Neurodub Service and improve the quality of the services provided to our customers. At the same time, the Customer shall agree and acknowledge that the Neurodub Service are technical automated services only, and we give no warranty or condition and expressly disclaim any warranties or conditions of non-infringement or the quality or fitness for any particular purpose nor for the compliance with the Customer’s expectations of the Neurodub Service and the applicability of the results of the Service provided hereunder to the Customer’s specific purposes.
5.4. The Neurodub Service is provided “as is”. We do not guarantee uninterrupted or error-free operation of the Website or the Service.
5.5. Except for the warranties and representations expressly set forth hereunder, we make no warranties or representations to our Service, express or implied.
6.1. Each party of the agreement shall be liable to the other party and indemnify it for any breach of its obligations and warranties provided hereunder. This means the breaching party will be responsible for any loss or damage the other party suffers as a result of such breach. All disputes, issues, claims, demands, lawsuits of third parties (including owners of intellectual rights for the Materials, as well as the state authorities) arising from a breach by the party of its obligations, warranties or other terms hereof (the “Claims”) shall be resolved by and at the expense of the breaching party. Upon receipt if the Claim, the other party shall promptly notify the breaching party thereof by providing a copy of the received Claim.
6.2. If a party’s breach of its obligations, warranties or other terms hereof incurs a Claim against the other party and/or its affiliate, officer, authorized representative, employee or contractor (the “Protected Persons”), the breaching party shall provide immediately, upon the receipt of the request, all information that is reasonably necessary to prevent or reduce the amount of losses that may result from the Claim, assist in its settlement and reimburse all losses (including reasonable attorneys’ fees and amounts of fines and penalties imposed) suffered by the party and/or Protected Persons as a result of the Claim.
6.3. Nothing in the terms shall exclude or limit the liability of the parties hereof (a) for intentional breach of the agreement; (b) for fraudulent acts and fraudulent misrepresentations; (c) for misuse of the confidential information. save for the mentioned cases, to the maximum extent permitted by applicable law, beyond ml and its affiliates, their respective employees and contractors shall not be liable to the customer (whether based on contract, tort or any other legal theory) for any direct, indirect, special, consequential, punitive or other damages that the user may suffer related to the use of the service, or the links and the third-party content related thereto, including loss of data, regardless of whether the company, the company’s affiliates, their respective employees and contractors or their representatives were advised of, or could have foreseen such damages. in any evet, liability of beyond ml and its affiliates, and their respective employees and contractors will be limited to general/direct money damages and shall not in aggregate exceed the amount corresponding to the last six (6) months received from the customer
6.4. Force Majeure . Neither party shall have any liability for any failure or delay resulting from any event, beyond the reasonable control of that party arising after the conclusion of the agreement (placing a particular Service order) and the occurrence of which the parties could not have reasonably foreseen (“Force Majeure Event”). In the event of a Force Majeure Event the affected party shall, within seven (7) calendar days from the moment of its occurrence, notify the other party thereof. The notification shall contain information about such a Force Majeure Event, as well as the causal link between Event and the inability to properly perform party’s respective obligation. Shall the affected party properly notify the other party thereof, the period of performance of the respective obligation under the corresponding Service order shall be prolongated proportionally. If the Force Majeure Event lasts for more than thirty (30) calendar days, the parties shall enter into a negotiation process to minimize the parties’ losses and determine the procedure for further performance of the agreement (particular Service order). If the parties fail to reach an agreement within fifteen (15) calendar days of either party’s request, any party hereof may repudiate the Service order by written notice sent to the other party. The Service order will be deemed terminated from the moment such notice received by the other party.
7. SUSPENSION OF THE SERVICE. TERMINATION OF THE AGREEMENT
7.1. The Customer can delete the account or stop using the Service at any time. The Customer may do so by contacting us directly.
7.2. We are entitled to temporarily suspend access to the Neurodub Service for technical, technological or other reasons while such reasons are being addressed.
7.3. In case of material or repeated violations of the Terms from the Customer’s side, we reserve the right, at our sole discretion, to restrict the access to the Neurodub Service (or to certain functions of the Service) or delete the Customer’s account and unilaterally terminate the agreement through extrajudicial procedure with immediate effect, or to take other measures against the Customer to comply with statutory requirements or ensure rights and legitimate interests of third parties.
7.4. Deletion of the Customer’s account shall mean the termination of the agreement and all of the obligations between us thereunder save for any accrued rights or liabilities which either party may then have as well as any Clause which is expressly or by implication intended to continue in force after expiration or termination (including obligations regarding confidentiality, mutual settlements, as well as those arising from the breaches of representations and warranties). Please, note, that deletion of the Customer’s account will also mean that we delete all the data contained therein without the possibility to restore them.
7.5. The Customer shall not be entitled to claim damages, losses, expenses or other amounts incurred due the suspension of the access to the Service (or certain functions) or complete termination of the Customer’s account and removal of the Customer’s data in accordance with this Section.
8.1. Each party shall maintain secrecy and deem confidential the terms and conditions of the agreement concluded between them, including the remuneration and its amount, identification, authentication, authorization data (logins, passwords, etc.), as well as all information received by the Parties from each other during the execution of the agreement and classified by the disclosing Party as confidential (the “Confidential Information”), and not disclose, make available, make public or otherwise provide the Confidential Information to third parties without the prior written consent of the disclosing party.
8.2. Rights to the disclosing party’s Confidential Information will not be alienated and the receiving party will not be granted any rights or licenses to use the disclosing party’s Confidential Information. The receiving party may not copy or otherwise reproduce the Confidential Information with no prior written consent of the disclosing party for purposes other than the purposes of the agreement.
8.3. The obligation of the receiving party to protect and keep the Confidential Information secret does not apply to the information that:
8.3.1. at the moment of disclosure was or became public otherwise than as a result of breach allowed by the receiving party;
8.3.2. becomes known to the receiving party from a source other than the disclosing party, provided that the receiving party does not breach provisions of the agreement, which may be evidenced with documents sufficient to confirm that the source of such information is a third party;
8.3.3. was known to the receiving party prior to its disclosure under the agreement as evidenced by documents sufficient to establish the fact of possession;
8.3.4. was disclosed with the written consent of the disclosing party.
8.4. No disclosure of the Confidential Information shall be treated as a breach of the obligations set forth herein, if such information is disclosed at a written request of a public body (including public court) or a local government authority in order to fulfill the prescribed functions established by applicable laws as well as disclosure of the Confidential Information in accordance with the rules of a stock exchange binding upon the receiving party and/or its affiliates; its disclosure to such authorities shall be mandatory for the receiving party; the Confidential Information shall be disclosed to the minimum extent permissible.
8.5. The receiving party may disclose the Confidential Information to its affiliates, auditors, receiving party’s or its affiliates’ consultants provided that such persons and entities assume confidentiality obligations at least as strict as obligations of the receiving party hereunder.
8.6. The condition of confidentiality of the registration data (including personal data) that the Customer has specified when registering the account and/or executing the Service order shall not apply to the cases when we need such data for the purposes of execution of documents under the agreement. The said documents shall contain the data (including personal data) and details that the Customer has provided.
8.7. Without prejudice to other Clauses of this Section, we reserve the right to disclose the information about the existence of our contractual relationships for advertising and marketing purposes. At the same time, the Customer is allowed to make media communications, press releases, public announcements and ads, as well as other communications relating to the agreement only upon our prior written consent.
8.8. If either party fails to maintain the secrecy of the Confidential Information, it will be held liable under applicable laws and shall reimburse the other party for all losses caused by such violation.
8.9. The obligations to maintain secrecy of Confidential Information shall remain valid for the entire term of the agreement and for three (3) years upon the expiration of the agreement or its termination for any reason.
9. ANTI-CORRUPTION CLAUSE
9.1. We acknowledge and confirm that we carry out by ourselves and also expect our partners to carry out a policy of zero tolerance of bribery and corruption, involving a total ban on corrupt practices and facilitation payments / payments aimed at simplifying formalities in connection with business activities, ensuring quicker resolution of certain issues.
9.2. We acknowledge and confirm and expect from our partners that each of the parties, their affiliates, employees, as well as intermediaries and representatives, who directly or indirectly participate in the performance of the obligations hereunder (including agents, commission agents, customs brokers and other third parties), do not accept, pay, offer, or permit (authorize) to pay / accept any funds or transfer any valuables (including intangible assets), directly or indirectly, to any parties to influence their actions or decisions seeking to gain any unfair advantages, inter alia, bypassing procedures established by laws, or pursuing any other inappropriate aims.
9.3. The provisions of this Clause are representations of the circumstances that are significant for the parties. The parties rely on such representations and warranties when entering into the agreement.
9.4. A breach by either party of its obligations to comply with the requirements set forth in this section shall be deemed a material breach of the agreement. In this case, the party shall be entitled to terminate the agreement unilaterally through extrajudicial procedure by a notification with immediate effect.
9.5. If a party suspects that any provision of this Clause has been or can be violated, this party undertakes to immediately notify the other party of its suspicions in writing.
9.6. The parties agree to use the following addresses to notify of violation / threat of violation of this Clause:
- For notification of Beyond ML: email@example.com
- For notification of the other party: the address given when registering on the Website or placing a Service order.
10. APPLICABLE LAW AND DISPUTE RESOLUTION
These Terms (including any issues regarding their validity, performance or termination) shall be governed by, and construed in accordance with the laws of Armenia. Any dispute arising out of or in connection with these Terms shall be referred to and finally resolved by a court of competent jurisdiction in accordance with applicable law. Notwithstanding the foregoing, nothing in these Terms shall be construed as preventing Beyond ML from claiming injunctive remedies (or other similar immediate remedies) in a competent court of any jurisdiction.
11 OTHER APPLICABLE TERMS
11.2. We may amend these Terms, as well as the other documents to which they refer, from time to time without any notification. A revised version of the documents shall take effect as of the date of their publication, unless otherwise provided in the relevant document. By continuing to use the Neurodub Service, the Customer deemed to accept the new version of the Terms. If the Customer does not accept the new version of the Terms, the Customer should stop using the Service.
11.3. In the event that one or several provisions hereof appear for some reason illegal, invalid, such invalidity shall not affect the validity of any other provision hereof, and our agreement shall be construed as though it did not contain such an invalid provision.
12.1. These Terms are the full legally binding agreement in relation to their subject matter, and replace any previous agreements or understandings, written or oral, with regard to such subject matter.
12.2. We have the right to engage third parties to perform the agreement, provided that we remain responsible for the actions of such third parties.
12.3. Herewith the Customer grants us the right to use the Customer’s logotype, trademark, trade name and/or name of the Materials and/or the Customer’s website for informational, advertising and marketing purposes without additional consent and without paying to the Customer any remuneration to for such use.
12.4. The Customer is not allowed to assign the rights and obligations under the agreement or any substantial part thereof without our prior consent. Any assignment without our consent shall be deemed a material breach of the agreement. We may transfer our rights and obligations under these terms or our agreement (or their substantial part) to another organization. We aim to inform the Customer in writing if this happens.
12.5. These Terms are drafted and shall be construed in English. In the event of contradictions between the text of these Terms in English and its translation, the English language version shall prevail.
OUR DETAILS AND CONTACT INFORMATION
Beyond ML LLC
Place of business: Republic of Armenia, Yerevan, 0026, 49-22 Arshakunyats str. Email for notifications: firstname.lastname@example.org This document is valid if published at: https://neurodub.ai/terms.