Terms of Service

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 (“Agreement”) apply to the Services provided by the applicable Deepdub entity as described below (“Deepdub,” “we,” or “us”), to customers (each, a “Customer” or “you”) who access, use or subscribe to Deepdub’s localization services and other services available online on a subscription basis via Deepdub’s Platform or API (“Service(s)”). This Agreement constitutes a binding agreement between Customer and Deepdub. By subscribing to, accessing or using the Services in any way or manner Customer agrees to abide by, and be bound, by this Agreement. To view how we use Customer’s personal information, please read the Deepdub Privacy Policy available at https://deepdub.ai/privacy/.

Deepdub may unilaterally change or add to the terms of this Agreement at any time. In the event of a material change, Deepdub shall notify Customer via email or by means of a prominent notice on the Services. Customer should check the Services periodically and review changes to the Agreement at the following URL: https://deepdub.ai/terms/. By continuing to use the Services following such modifications, Customer agrees to be bound by such modifications. Changes to the Agreement shall not apply to projects already submitted for performance and paid for prior to such change. If you wish to cancel your subscription following notice of a material change to this Agreement, please follow the procedure in Section 5.6 (Refund Policy).

If you subscribe to any feature or functionality of the Services for a term (the “Initial Term”), then your subscription will be automatically renewed for additional periods of the same duration as the Initial Term at Deepdub’s then-current fees for such features and functionality unless you opt out of the automatic renewal of the subscription term in accordance with Section 5.1.1 (Automatic Renewal) below.

“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; provided, however, that if Customer has an existing agreement in place covering its use of the Platform or API (each as defined below), then “Deepdub” shall mean the counterparty bound by such agreement.

Services

Services. Deepdub will provide Customer with the Services based on Deepdub’s proprietary localization solution. Customer may order localization assignments or related information by submitting text, audio (which may include uploaded or live-recorded voice samples), video, or other compatible content (“Inputs”) and receive or export the resulting data and/or dubbing files created as part of the Services (“Outputs”), subject to Customer’s applicable Subscription Package (as defined in Section 5 below). As part of the Services, Deepdub shall grant Customer with access to its online platform (the “Platform”) or its application programming interface with related tools and documentation (the “API”) that developers or integration partners can use within their owned or controlled software applications or systems (“Application”) to access and interface with the Platform.
Free Version. If Customer uses the free version of the Services, then the following shall apply, notwithstanding anything to the contrary herein: (i) the Outputs are owned by Deepdub and Customer is granted a royalty-free, non-sublicensable license to use the Outputs internally solely for testing and not for any commercial use; (ii) Deepdub may cease providi ng 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 Outputs and Customer may not remove or obscure such materials; (iv) Deepdub shall not be required to retain the Outputs for any retention period; and (v) Deepdub’s aggregate liability shall not exceed $500.
Supplemental Terms. Your use of, and participation in, certain features and functionality of the Services may be subject to additional terms (“Supplemental Terms”). Such Supplemental Terms will either be set forth in the applicable supplemental Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If this Agreement is inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service.
Updates. You understand that the Service is evolving. As a result, Deepdub may require you to install updates to software or applications that you have installed on the devices through which you access or use the Service. You acknowledge and agree that Deepdub may update the Service with or without notifying you. You may need to update third-party software from time to time in order to continue to use the Service. Any future release, update or other addition to the Service shall be subject to this Agreement. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when accessing the Service.
Storage. Unless expressly agreed to by Deepdub in writing elsewhere, Deepdub has no obligation to store any of your Inputs. Deepdub has no responsibility or liability for the deletion or accuracy of your Inputs, the failure to store, transmit, or receive transmission of Inputs; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. You agree that Deepdub retains the right to create reasonable limits on Deepdub’s use and storage of Inputs, such as limits on file size, storage space, processing capacity, and similar limits described on the Service and as otherwise determined by Deepdub in its sole discretion.

Registration

Registering an Account. To access certain features of the Service, you are required to register an account on the Service (“Account”). In registering an Account, you shall (i) provide true, accurate, current, and complete information about yourself (and the organization you represent, as appicable) as prompted by the registration form (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.
Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account (which, for the avoidance of doubt, does not include Inputs and Outputs). Furthermore, you are responsible for all activities that occur under your Account. You shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Service by minors. You may not share your Account or password with anyone, and you agree to notify Deepdub promptly of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, incomplete, or not current, or Deepdub has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete, or not current, Deepdub has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You shall not have more than one Account at any given time. You agree not to create an Account or use the Service if you have been previously removed by Deepdub, or if you have been previously banned from the Service or any portion thereof.

License to Platform and API; Usage Restrictions

License. Subject to the terms and conditions of this Agreement, Deepdub grants to Customer a non-exclusive, non-transferable (except as permitted under Section 15) license during the term of this Agreement to access and use the Platform and API (together, “Properties”) in connection with the Services solely for Customer’s internal business purposes. Customer may only permit authorized users to access and use the features and functions of the Platform under this Agreement. All rights not expressly granted to Customer in this Agreement are reserved by Deepdub.
Restrictions. Customer will not, and will not permit any authorized user or other party to: (a) allow any third party to access the Properties except as expressly allowed in the Subscription Package; (b) modify, adapt, alter or translate the Properties; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Properties for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Properties; (e) interfere in any manner with the operation of the Properties or the hardware and network used to operate the Properties; (f) modify, copy or make derivative works based on any part of the Properties; (g) access or use the Properties to build, improve, or enhance a similar or competitive product or service; (h) attempt to access the Properties through any unapproved interface; (i) create any script or other automated tool that attempts to create multiple API keys; (j) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Service (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (k) use the Properties in a manner that, as determined by Deepdub in its discretion, exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or inconsistent with any part of the documentation (including any applicable Call limitations); (l) imply inaccurate creation, affiliation, sponsorship or endorsement of Customer or the Application or (m) otherwise use the Properties in any manner inconsistent with applicable law. Customer bears responsibility to obtain any telecommunications or computer hardware or software required to access the Properties.
API Calls. Customer’s Application may make automated calls or other data requests to or through the Platform (“Calls”). Deepdub may limit the number of Calls that Customer may send to the Platform. Deepdub may use technical measures to prevent over-usage and stop usage of the API by an Application after any usage limitations are exceeded or suspend Customer’s access to the API with or without notice to Customer in the event Customer exceeds any such limitations.
Suspension. Deepdub reserves the right to suspend Customer’s or any of its authorized users’ access to the Services for any failure, or suspected failure, to comply with the foregoing conditions. Deepdub may also suspend Customer’s or any of its authorized users’ access to all or any part of the Services without incurring any resulting obligation or liability, for scheduled maintenance (with advance notice) or emergency maintenance, or if Deepdub believes, in its good faith and reasonable discretion, that Customer’s or any authorized users’ use of the Services poses a risk to the security or integrity of Deepdub’s systems, interferes with Deepdub’s ability to reliably provide the Services to other customers, or may subject Deepdub to liability. Deepdub will restore access to Customer or the applicable users as soon as such risks no longer apply.

Warranties and Representations

Mutual. Each party hereby warrants and represents that it is authorized to enter into this Agreement.
Customer. 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 Inputs it provides herein and for the performance of the Services and creation of the Outputs, including without limitation the dubbing of the videos and audio files or text and use of the voices provided by Customer and synchronization of the dubbing into the videos; and (ii) Customer’s Inputs comply with all applicable laws and do not include any content or material that is infringing, defamatory, obscene, pornographic or racist. Deepdub may remove or block from the Services any content it suspects or believes, at its sole discretion, to be illegal, infringing, obscene, defamatory, pornographic, or racist, in violation of this Agreement or otherwise objectionable, without prior notice; Customer waives any claim in respect of such removal. Deepdub may, without liability, refuse or cease to provide Services if it finds that the Inputs are not of the necessary technical standard to enable Deepdub to perform its work.
Deepdub. To the extent that any voices from Deepdub’s voice bank (“Voices”) are incorporated into the Outputs, Deepdub warrants and represents that: (i) it has all rights and has obtained all permits, consents, and authorizations, as required in order to make available such Voices to Customers; and (ii) the Voices comply with all applicable laws and do not include any content or material that is infringing, defamatory, obscene, pornographic or racist.

Subscriptions; Payments.

Subscriptions. In consideration for the Services and rights to the Outputs, 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. Deepdub reserves the right to change the timing of its billing and to change the subscription pricing at any time in accordance with the terms of this Agreement. If changes to the subscription pricing occur that impact your Subscription, Deepdub will use commercially reasonable efforts to notify you, such as by sending an email to the email address associated with your Account with advance notice of such pricing change. If you do not agree with such changes, you may cancel your subscription as set forth in Section 5.1.3 (Cancelling Subscriptions).
1. Automatic Renewal. Your subscription will continue and automatically renew at Deepdub’s then-current price for such subscription until terminated in accordance with Section 5.1.3 (Cancelling Subscriptions) or as otherwise provided in this Agreement. The frequency at which your subscription renews (i.e., weekly, monthly, annually, etc.) will be designated at the time at you sign up for the subscription and may be modified by you via your Account settings. By subscribing, you authorize Deepdub to charge the payment method designated in your Account now, and again at the beginning of any subsequent subscription period. Upon renewal of your subscription, if Deepdub does not receive payment, (i) you shall pay all amounts due on your Account upon demand and/or (ii) you agree that Deepdub may either terminate or suspend your subscription and continue to attempt to charge your designated payment method until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day the first payment attempt was conducted).
2. Usage Overage. Customer’s subscription may include certain usage limitations (e.g., maximum number of usage minutes), which will be presented to Customer prior to enrollment in a subscription. If there are multiple authorized users within your Account, then such usage limits will be pooled across all users (the “Aggregate Usage Limits”). If Customer exceeds the Aggregate Usage Limits, then Deepdub reserves the right to (i) charge for excess usage fees at its standard rates; and/or (ii) suspend Customer’s subscription and access to certain features and functionality of the Services until the subsequent subscription period.
3. Cancelling Subscriptions. You may change or cancel your subscription by logging into your Account and going to the “Manage Subscription” page.. If you have any issues with your subscription, please contact us using the chat support feature available within the Platform.
4. Effect of Cancellation. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period.
5. Upgrades and Downgrades. If you choose to upgrade your subscription in the middle of a subscription period, such upgrade will take effect immediately and any incremental fees associated with such upgrade will be charged in accordance with this Agreement. In any future renewal term, the fees will reflect any such upgrades. If you choose to downgrade a subscription, the downgrade will take effect as of the first day of the next renewal term. Downgrading a subscription may cause loss of content, features, or capacity of the Services as available, and Deepdub does not accept any liability for such loss.
6. Free Trials and Promotional Access. Any free trial or other promotion that provides users access to the Services must be used within the specified time of the trial. At the end of the trial or promotional period, Customer’s use of that Service will automatically roll into a paid subscription at our then-current subscription fees, and Customer will be charged for such Subscription as set forth in this Section 5.1 (Subscriptions) if you do not cancel prior to the start date of the subscription period. If you are inadvertently charged for a subscription and provide us with written notice of the error, Deepdub will have the charges reversed.
Payments. You agree to pay all charges at the amounts in effect when such charges are incurred. You must provide a valid credit, debit card (Visa, MasterCard, or any other accepted issuer) or other specified payment or financial mechanism (collectively, “Payment Provider”) as a condition to making any payments. You hereby consent to provide and authorize Deepdub and its service providers (including any Payment Providers) to share any information and payment instructions you provide to the extent required to complete the payment transactions in accordance with this Agreement, including personal, financial, credit card payment, and transaction information. You may withdraw such consent by cancelling your Subscription in accordance with Section 5.1.3 (Cancelling Subscriptions).
Payment Information. By providing your payment and financial information, you agree that Deepdub, its service providers, and any of their third-party payment processors are authorized to immediately charge your Account for all applicable fees and charges and that no additional notice or consent is required. Deepdub reserves the right at any time to change its prices and billing methods. All information that you provide must be accurate, current, and complete. You represent and warrant that you have the legal right to use any payment card(s) or other financial information that you provide to Deepdub.
Taxes. If any Services or payments under this Agreement are subject to Indirect Tax in any jurisdiction and you have not remitted the applicable Indirect Tax to Deepdub, you will be responsible for the payment of such Indirect Tax and any related penalties or interest to the relevant tax authority and you will indemnify Deepdub for any liability or expense we may incur in connection with such Indirect Tax. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Indirect Tax” will mean any value-added, sales, use, transfer, services, consumption, or transaction tax, and any other tax measured by sales proceeds, that Deepdub is permitted to pass on to its Customers that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
Cancellations. Deepdub reserves the right at its discretion to cancel or reverse any payment, even if it has been previously confirmed by Deepdub, as a result of any mistake or error, including any mistaken pricing, description error, or other error. Although it is unlikely that Deepdub would refuse to accept an order, Deepdub reserves the right to deny any order for any reason, including where the following situations arise: (i) insufficient information or errors in billing or payment information; (ii) orders that cannot be processed due to erroneous information that you have provided, which includes, but is not limited to incorrect credit card or debit card number, expiration date, security value, or other incorrect information regarding payment types; (iii) suspected fraudulent information; or (iv) unavailability of a Service due to discontinuance or otherwise. If any Service is discontinued or otherwise becomes unavailable, Deepdub reserves the right to cancel your order and provide you a refund for the amount paid for such Service. If this occurs, then Deepdub will attempt to contact you so that you are aware of the situation.
Refund Policy. Deepdub intends to be fair and reasonable in allowing you to cancel any subscriptions. You may cancel your subscription to the Services and receive a full refund if you notify Deepdub of your cancellation request within fourteen (14) days of your initial purchase of a subscription. For the avoidance of doubt, such 14-day cancellation window does not apply to any subsequent renewal following your initial purchase. You agree to allow Deepdub up to sixty (60) days to process and issue a refund, based on the date of your refund request. If you do not request cancellation of your subscription within this initial 14-day window, then any subsequent cancellation will take effect at the beginning of the next billing cycle. If you wish to cancel your subscription following notice of a material change to this Agreement, you must contact us within 14 days of such notice via the chat support feature available within the Platform and, in such case, Deepdub will provide you with a refund, which will be prorated from the date such cancellation request is received.

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’s Confidential Information and the information regarding Deepdub’s technology and methods of performing the Services shall be deemed as Deepdub’s 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 its employees that have a need to know such information 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 of Discloser’s Confidential Information.

Ownership

Customer IPR. The Inputs and, subject to Section 1.2, the Outputs (except for any Deepdub IPR therein) shall be owned by Customer upon full payment to Deepdub. Customer hereby grants to Deepdub a non-exclusive right and license to use the Inputs to prepare the Outputs or as otherwise necessary for the performance of the Services hereunder. Deepdub will not use Inputs and/or Customer’s Confidential Information to train, fine-tune, develop, modify, or otherwise improve its artificial intelligence models (including any machine learning or large language models, and any associated algorithms, neural networks, or weights). To the extent Deepdub incorporates any Voices into the Outputs, Deepdub grants to Customer a non-exclusive right and license to use and copy such Voices solely as and to the extent embedded in a Output (in no event on a standalone basis).
Deepdub IPR. Deepdub’s solution and methods of performing the Services, the Voices used for the dubbing and creation of the Outputs (except to the extent that such voices are supplied by Customer as Inputs), proprietary tools, software, methods or methodologies, systems, know-how, concepts, ideas, technology, information, materials, techniques, expertise, equipment, workflows, processes, the machine learning and artificial intelligence training and algorithms used to create the Outputs, the Platform, the API, Deepdub’s Confidential Information together with any related software, technology, algorithms, processes, designs, hierarchies, user interfaces, 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, ideas, recommendations, and suggestions provided to Deepdub regarding the Services or the Platform (“Feedback”) is provided at your own risk and that Deepdub has no obligations (including without limitation obligations of confidentiality). Feedback shall be deemed Deepdub IPR. This Agreement does not convey to Customer any right, title or interest in the Deepdub IPR.

Indemnification

By Deepdub. Deepdub shall defend Customer against any third-party claim or demand alleging that the Properties and/or Voices infringe the intellectual property rights of a third party (for the purposes of this Section, “Deepdub IndemnifiableClaim”). Deepdub shall indemnify and hold Customer harmless against any damage, loss or liability arising from a Deepdub Indemnifiable Claim and finally awarded in judgment or agreed in settlement.
By Customer. 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 Inputs 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 Output, or Customer’s use thereof, infringes any rights of any third party or trigger any payment obligation (except to the extent that such claim or demand arises from Deepdub IPR) (for the purposes of this Section, “Customer Indemnifiable Claim”). Customer shall indemnify and hold Deepdub harmless against any damage, loss or liability arising from a Customer Indemnifiable Claim and finally awarded in judgment or agreed in settlement.
Procedure. The indemnified party shall: notify the indemnifying party of a Deepdub Indemnifiable Claim or Customer Indemnifiable Claim (each a “Claim”), as applicable, 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.

Disclaimer

EXCEPT AS EXPLICITLY SET FORTH HEREIN, THE SERVICES AND OUTPUTS ARE PROVIDED “AS IS”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. DEEPDUB DOES NOT WARRANT THAT THE OUTPUTS WILL SOUND EXACTLY LIKE THE DUBBED ACTOR.

Limitation of Liability

EXCEPT FOR CLAIMS ARISING FROM BREACH OF CONFIDENTIALITY, THE INDEMNIFICATION OBLIGATIONS 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.

Disclaimer

Term and Termination

This Agreement shall be in force for the term set forth in the Subscription Package, which will renew automatically in accordance with Section 5.1 (Subscriptions), unless stated otherwise in the Subscription Package. Each party may terminate this Agreement in the event of breach by the other party upon 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 4-15 shall survive and remain in effect in perpetuity. Unless otherwise stated in the Subscription Package, Deepdub shall retain the Outputs 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 Outputs.

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 Outputs 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 Outputs or Customer’s written approval.

Force Majeure

Each party shall be excused from performance hereunder to the extent that it is prevented from performing any services or obligations pursuant hereto as a result of delays caused by the other party or an act of God, war, terrorism, civil disturbance, court order, governmental action or inaction, laws, orders or regulations, or other cause beyond its reasonable control.

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; provided that if you have executed a separate agreement directly with Deepdub that governs your access to and use of the Services, then any conflicting terms in such separate agreement will control solely to the extent of such conflict; (ii) This Agreement shall be construed and governed in accordance with the laws of and be subject to the exclusive jurisdiction of: (A) if Customer has an existing agreement in place covering its use of the Platform or API, and the counterparty bound by such agreement is (1) Deepdub Inc., then the State of Delaware, USA and the federal and state courts of Delaware, USA, and if the counterparty is (2) Deepdub Ltd, then the State of Israel and the competent courts of Tel Aviv-Jaffa, Israel, and otherwise (B) for Customers registered in the USA, the State of Delaware, USA and the federal and state courts of Delaware, USA; and (C) for Customers registered anywhere else in the world, the State of Israel and the competent courts of Tel Aviv-Jaffa, Israel, and in each case, 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; and (vi) Deepdub and Customer are independent contractors for all purposes with respect to this Agreement.