Glossai Self-Serve Terms and Conditions
Last Updated: 5 September 2023
THESE TERMS AND CONDITIONS AS MAY BE AMENDED FROM TIME TO TIME (“AGREEMENT”) CONSTITUTE A BINDING AGREEMENT BETWEEN YOU (“CUSTOMER”) AND GLOSSAI LTD. AND/OR ITS AFFILIATES (“COMPANY” “WE”, “US” OR “OUR”), AND GOVERNS YOUR ACCESS AND USE OF OUR PROPRIETARY AUTOMATIC CONTENT GENERATION PLATFORM (“PLATFORM”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY (“ORGANIZATION”), YOU REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND THE ORGANIZATION TO THIS AGREEMENT AND IN SUCH CASE ALL REFERENCES TO “YOU”, “YOUR” AND/OR “CUSTOMER” HEREINAFTER SHALL MEAN THE ORGANIZATION. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT USE THE PLATFORM. BY ACCEPTING THIS AGREEMENT, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE EXTENT THAT CUSTOMER AND COMPANY HAVE ENTERED INTO A SEPARATE COMMERCIAL AGREEMENT GOVERNING THE CUSTOMER’S ACCESS AND USE OF THE PLATFORM, THEN SOLELY SUCH SEPARATE COMMERCIAL AGREEMENT SHALL CONTROL THE ENGAGEMENT BETWEEN THE PARTIES IN CONNECTION WITH THIS SUBJECT MATTER AND THIS AGREEMENT SHALL NOT APPLY.
PLEASE READ THE FOLLOWING CAREFULLY BEFORE USING THE PLATFORM. BY CLICKING “I AGREE” OR “ACCEPT” (OR OTHER SIMILAR BUTTON) OR BY OTHERWISE ACCESSING AND/OR USING ANY PART OF THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE DATE OF SUCH OCCURRENCE BEING THE “EFFECTIVE DATE”.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, TO THE EXTENT THAT CONSUMER PROTECTION OR LOCAL LAWS OR REGULATIONS GRANT YOU MANDATORY OR STATUTORY RIGHTS, THIS AGREEMENT SHALL ONLY LIMIT SUCH RIGHTS TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAWS OR REGULATIONS.
- License. Company hereby grants to Customer a limited, personal, non-transferable, non-exclusive, temporary license to access and use the Platform (“License”) for Customer’s internal use and in accordance with any written specifications provided or otherwise made available to Customer by Company.
- Payment. Customer shall pay Company the fees in advance and in accordance with the fees and payment terms set forth as part of the applicable subscription package selected by Customer. The fees are quoted exclusive of taxes and Customer shall pay all applicable sales, use and other taxes or duties imposed in relation to this Agreement, except for those relating to Company’s net income. Company shall not be obligated to make available the Platform, grant the License or provide maintenance to Customer, and Company shall be entitled to cancel the License following 3 days as of the Effective Date, unless Company has received the applicable fees.
- Restrictions. Customer shall not and shall not encourage or permit any third party to: (i) alter, merge, adapt, modify, translate, reverse engineer, decompile, disassemble or otherwise derive, or attempt to derive, the source code of the Platform; (ii) create derivative works based upon the Platform; (iii) sell, rent, lease, transfer, or sublicense the Platform; (iv) copy the Platform; (v) remove any proprietary notices or labels on or affixed to the Platform; (vi) use the Platform for any purpose other than this Agreement; (vii) use the Platform to develop any product which is similar to the Platform; (viii) work around any technical limitations in the Platform (i.e., bypass videos quota limit); or (ix) use the Platform for any unlawful purpose.
- Confidentiality. “Confidential Information” means: (i) with respect to Company’s confidential information, the Platform and accompanying documentation; and with respect to Customer’s confidential information, Customer Property (as defined below); (ii) any feedback from Customer relating to the Confidential Information; or (iii) information disclosed by one party to the other (whether tangible, oral or in any other form or media) that should be reasonably known by receiving party to be confidential. The receiving party will keep confidential the Confidential Information using at least the same degree of care as it uses for its own confidential information, but in any event no less than reasonable care and shall not disclose the Confidential Information to any third party, except, on a need-to-know basis, to employees of receiving party and, to the extent that Company acts as the receiving party, to its service providers engaged by Company in connection with its obligations hereunder, who are bound by equivalent confidentiality obligations.
- Title. Company retains all right, title and interest in and to the Platform and the Confidential Information, including all intellectual property rights therein, and all derivatives, fixes, improvements, modifications, results, feedback and suggestions to or in connection with the Platform made during, after, in connection with or as a result of the Agreement or the Confidential Information. As between Company and Customer, Customer retains and obtains all rights, title and interest in and to the videos and related metadata, inputs and videos, modifications and deliverables (“Customer Property”), including all intellectual property rights therein. Customer hereby represents and warrants that Customer has all rights to use the Customer Property. Customer hereby grants Company the right to use the Customer Property for all purposes set forth in this Agreement including, without limitation, to copy, store, and otherwise use the Customer Property for the purpose of performing its obligations under this Agreement. Furthermore, notwithstanding anything to the contrary under this Agreement, Company may obtain aggregate, technical and other data about Customer’s use of the Platform that are non-personally identifiable with respect to Customer (“Aggregated Anonymized Data”), and Company may use the Aggregated Anonymized Data to analyze, improve, support and operate the Platform or otherwise for any purpose, including for development or improvement of Company’s products or related services, during and after the Term (as defined below).
- Term and Termination. This Agreement is effective as of the Effective Date for the period set forth in the subscription package selected by Customer (“Initial Term”). Following the Initial Term, this Agreement shall automatically be renewed for additional successive terms, each of equivalent duration as the Initial Term (each, a “Renewal Term”), unless Customer cancels an applicable Renewal Term, through Company’s designated portal, prior to the commencement of such Renewal Term (the Initial Term, and all Renewal Terms (if any) shall collectively be referred to as the “Term”). Each applicable Renewal Term shall be subject to Customer’s advance payment of the then-current fees set forth in the applicable subscription package selected by Customer in accordance with the provisions of Section 2 (Payment) hereunder. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and does not cure such breach within 7 days after written notice thereof, or on immediate notice in the event of the other party’s insolvency, making an assignment for the benefit of creditors, or ceasing to do business. Immediately following termination, Customer shall cease use of the Platform. Customer shall not be entitled to any refund. This provision as well as the provisions of Sections 4, 5, 7, 8 and 10 of this Agreement shall survive termination.
- Indemnification. Customer agrees to defend, indemnify, and hold Company harmless, its affiliates, and its and its affiliates’ respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to reasonable attorney’s fees) made or brought against Company by a third party and awarded by any court and/or supervisory authority of competent jurisdiction, arising from or relating to: (i) Customer’s violation of applicable law including without limitation, any applicable data protection laws; or (ii) unauthorized use of the Platform and/or the Customer Property.
- Limitation of Liability. THE PLATFORM IS PROVIDED “AS IS” AND WITHOUT ANY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS OR LOSS OF DATA. IN ANY EVENT, TO THE EXTENT PERMITTED BY LAW, COMPANY’S AGGREGATE LIABILITY TO CUSTOMER UNDER THIS AGREEMENT OR IN RELATION TO THE PLATFORM SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE SIX MONTHS PRECEDING ANY CLAIM.
- Open Source. The Platform includes embedded third party components which are licensed as part of the Platform . Those license terms will prevail over any terms contained herein.
- Miscellaneous Provisions. This Agreement may not be assigned by Customer without Company’s written consent. Company may assign this Agreement to its affiliates or to an acquirer or successor in interest in connection with a merger, acquisition, sale or transfer of all or substantially all of the assets of Company without the prior written consent of Customer. This Agreement, as may be amended from time to time, sets forth the entire understanding between the parties, and supersedes all prior agreements concerning the subject and Company reserves the right, at its sole discretion, to update any or all terms and conditions of this Agreement at any time, and any such update will be effective 10 days following posting of the revised Agreement on Company’s site or otherwise provision of such revised Agreement to Customer, and Customer’s continued use of the Platform thereafter shall constitute its acceptance to such revised Agreement. This Agreement shall be governed by the laws of Israel, and subject to the exclusive jurisdiction of the courts of Tel Aviv, Israel. The United Nations Convention on Contracts for the International Sale of Goods and the UCITA shall not apply.