SYNCWORDS is only provided subject to this Agreement.
By creating an account to use SYNCWORDS, and by using SYNCWORDS, you agree to be legally bound by the terms and conditions of this Agreement.
[A] ABOUT THIS AGREEMENT.
- This Agreement applies to your use of SYNCWORDS accessed from syncwords.com ("Website"), unless Syncwords LLC has entered into a separate written agreement with you that expressly supersedes the terms of this Agreement. This Agreement also applies to your use of Syncwords LLC's application programming interface (API).
- This Agreement (including the related fees listed on the Website) may be unilaterally amended from time-to-time by Syncwords LLC. You agree to be bound by any such unilateral amendment once you are notified of the amendment and continue to use SYNCWORDS.
- If this Agreement does not meet your needs, please contact us at firstname.lastname@example.org for any customized Services. These Services may include consolidated billing for multiple users or departments, and monthly or other payment arrangements.
[B] WHO WE ARE. We ("us" or "Syncwords LLC") are SyncWords LLC, a New York limited liability company, and an affiliate of Frameweld LLC, a New York limited liability company, both with an address at Suite 420, 44-02 23rd Street, Long Island City, NY 11101.
[C] WHO YOU ARE.
- You ("you" or the "End-User") are the individual or organization with a Syncwords account. By providing your name or your organization's name, as applicable, you bind yourself or the organization to this Agreement in connection with use of SYNCWORDS.
- Whether binding an individual or an organization, the person submitting the account signup information must be at least 18 years old (or, if required by the law where you reside, at least whatever older age is required legally to be bound by this Agreement),and if you identify an organization name, you must have the authority to enter this Agreement on behalf of the organization being represented.
SYNCWORDS is provided to only account holders. As more particularly provided on our Website, we provide two types of accounts:
- Individual Account, is associated with a credit card, and has one login address.
- Organization Account, has unlimited login addresses for employees of the organization subject to this Agreement. Organization Accounts enable all those with login addresses to search, sort and access projects created for the account. Unless otherwise agreed to in writing, payments are accepted by credit card, check, wire, and payment order.
[D] WHAT YOU GET. "SyncWords," as provided under this Agreement, consists of "SyncWords Services," and related "SyncWords Software."
“SyncWords Services” consist of Syncwords LLC's computer-generated time-stamped synchronization of transcripts of your End‑User Media, and may include certain related services.
- "End-User Media" refers to the audio and video files you provide for SyncWords Services, together with all related and incidental trademark, data and materials you may provide to us in connection with them.
- The related services include website tools to review and edit synchronizations, related storage of the End‑User Media and related text, caption and synchronized files, and any related support and account management tools Syncwords LLC may provide in accordance with the type of Account, as more particularly explained on the Website.
- All Accounts (Individual or Organization) may include, at additional cost to you, related additional services consisting of human generated transcripts for End‑User Media (for which standard delivery and rushed delivery services are available), and to Syncwords LLC's ProSync service (human review and editing of our computer-generated synchronizations), as more particularly explained on the Website.
- “SyncWords Software” consists of the software provided to you by Syncwords LLC (such as browser applets, API’s or other non-downloadable software) and to which Syncwords LLC may provide access (such as software processed on our servers) to facilitate your use of SYNCWORDS. SyncWords Software does not include software that is not provided directly to you by Syncwords LLC.
- Subject to the terms and conditions of this Agreement, Syncwords LLC will license SyncWords Software and provide SyncWords Services to you on a nonexclusive, non-assignable, royalty free, worldwide limited right to use basis solely for your internal business operations. You may use the SyncWords Software in connection with SyncWords Services, but only incident to your use of SyncWords Services, as set forth in this Agreement to the extent of such services are provided, and for the time and for the purposes they are provided.
[E] CONDITION OF PAYMENT.
Your right to SyncWords Software and SyncWords Services is subject to timely payment in US currency.
- Unless otherwise specified, payment is due upon submission of your request for particular SyncWords Services via the Website using the procedures specified, using the credit card you provided. For Organization Accounts, payments are accepted by credit card, check, wire, and payment order received at such times as agreed to by the parties.
- For routine (computer created) synchronization, the amount of payment due is based on the duration of the End‑User Media for which synchronization is requested. The rates specified on the Website apply for each minute of End-User Media, rounded up to the next whole minute listed on the Website. For example, for 3:25 (3 minutes and 25 seconds) of End‑User media we charge for 4 minutes of time at the price specified on the Website.
- You are responsible for all directly related taxes, levies, and duties that may be charged within or outside the United States.
- If a credit card is associated with your account, you are responsible for updating your account as necessary to contain current information.
[F] OTHER CONDITIONS. Your right to SyncWords Software and SyncWords Services is also subject to the following conditions, each of which is material:
- You own, and hereby grant to us, all rights and interests to End-User Media to the extent necessary for Syncwords LLC to provide SynWords Services, and you have obtained whatever licenses and consents necessary and desirable for Syncwords LLC to provide SyncWords Services as contemplated by this Agreement. To the extent, if any, you may obtain End-User Media from third parties, your agreement with such parties must be consistent with the terms of this Agreement.
- You will keep secure your password access to SyncWords, and inform us promptly if you believe your access may no longer be secure. You are responsible for all use of the login email addresses associated with your Account.
- You will use SyncWords in accordance with applicable law, which among other things may require you to evaluate the legal status in your jurisdiction of whatever End-User Media you may provide for SyncWords.
- You will not use, copy, modify, or transfer SyncWords Software except incident to your use of SyncWords Services, in accordance with this Agreement.
- You will not reverse engineer SyncWords Software or otherwise attempt to determine the non-public processes and confidential aspects of SYNCWORDS, which are the property of Syncwords LLC, and to the extent you learn such information by using SYNCWORDS you will not use or disclose it except as permitted by this Agreement.
[G] OWNERSHIP. You acknowledge and accept that:
- Our trademarks include SYNCWORDS®, the SYNCWORDS logo (shown above), and PROSYNC[sm]. Other marks are the property of their respective owners. You do not, by reason of this Agreement or otherwise, have permission to reproduce or otherwise to use them.
- SyncWords Services and SyncWords Software are owned by Syncwords LLC. All right, title and interest in the copyrights, trade secrets and other property rights to SyncWords Services and SyncWords Software not explicitly granted in this Agreement are reserved and retained by Syncwords LLC.
- In connection with SyncWords Services, Syncwords LLC may generate, extract, and derive data from the End-User Media and transcripts submitted. You agree that Syncwords LLC solely owns, and may use and disclose aggregations of such data, provided that the use and disclosure of such aggregations will not personally identify you or the authors of the End‑User Media. Apart from such aggregations, and from any right or license necessary or desirable for Syncwords LLC to provide SyncWords Services to you, Syncwords LLC waives all right, title and interest in the End-User Media, and whatever intellectual property rights that might be created by reason of SyncWords Services.
- Upon your breach of a material condition, Syncwords LLC may terminate this Agreement, SyncWords Services, and SyncWords Software at any time, without prior notice. Syncwords LLC reserves the right, within its discretion, to provide you with an opportunity to cure such breaches, in a timeframe within the discretion of Syncwords LLC.
- SyncWords LLC may terminate this Agreement at its convenience for any reason upon notice to you. In the event of any such termination, Syncwords LLC may terminate your access to the End-User Media and related synchronizations, transcriptions, and whatever else you received from Syncwords LLC through your use of SYNCWORDS.
- In the event of a termination under Paragraph 2 of this Section H, we will endeavor to provide prior notice to you and provide a refund for any SyncWords Services that were not provided by reason of the Termination. The failure of Syncwords LLC to provide such notice will not be deemed a breach of this Agreement. Termination will not terminate your liability for any unpaid fees.
- You may terminate this Agreement at any time by providing written notice to Syncwords LLC. In the event of such termination under this paragraph 4, Syncwords LLC will terminate access to your account; however, such access may not terminate automatically upon notice of your termination of this Agreement. In the event of a termination under this paragraph, we will endeavor to provide a refund for any SyncWords Services that were not provided by reason of the Termination. You waive all rights to any other remedies arising out of such a termination.
[I] DISCLAIMERS OF REPRESENTATIONS AND WARRANTIES.
You represent and warrant to Syncwords LLC that:
- You own, all rights and interests to End-User Media to the extent necessary to receive SyncWordsServices , and you have obtained whatever licenses and consents, necessary and desirable for Syncwords LLC to provide SyncWords Services as contemplated by this Agreement; and
- no End-User Media will contain material that is defamatory, malicious, intentionally destructive, or otherwise illegal, or that is otherwise prohibited for use and distribution as contemplated by this Agreement.
- We represent and warrant that we have sufficient copyright rights to provide SyncWords Services in accordance with this Agreement, and will provide the support, if any, promised by your choice of account (Individual, or Organization).
- You acknowledge that SyncWords LLC does not control the transfer of data over communications facilities, including the internet, and that the service may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. SyncWords LLC is not responsible for any delays, delivery failures, or other damage resulting from such problems
Apart from the preceding explicit representations and warranties in this Section, Syncwords LLC DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN, INCLUDING AS FOLLOWS:
- Except as explicitly provided above, Syncwords LLC SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF TITLE AND NON-INFRINGEMENT, INCLUDING NON‑INFRINGEMENT OF PATENTS. You accept and agree these disclaimers are reasonable because, among other reasons, of legal uncertainty regarding when a patent may apply or be enforceable, and the potential for unfair patent enforcement by non-practicing entities; and
- Except as explicitly provided in this Agreement, SyncWords Services and SyncWords Software are otherwise provided "as is" and "as available." Syncwords LLC SPECIFICALLY DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, and warranties SyncWords Services will be uninterrupted, timely, secure, error-free, accurate or reliable.
[J] INDEMNITY. You will indemnify and hold harmless Syncwords LLC by reason of your breach of any representation, warranty, or material condition in this Agreement. Your indemnification obligations are conditioned upon us providing you with prompt written notice of the claim for which indemnity is sought, and reasonable assistance for the defense of the claim.
[K] DAMAGE LIMITATIONS. IN NO EVENT AND UNDER NO THEORY WILL Syncwords LLC BE LIABLE:
- For direct damages in excess of the payments received from you for affected SyncWords Services for the affected period; or
- FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING ANY BASED UPON RELIANCE, TORT, OR LOSS OF PROFITS), EVEN IF SYNCWORDS LLC IS ADVISED IN ADVANCE THAT SUCH LOSSES MAY BE POSSIBLE; or
- for claims caused by gross negligence; or claims arising out of actions (or failure to act) by third parties, including in connection with the transmission of unencrypted End-User Media over third party networks and using third party cloud services.
- This Agreement is governed by the laws of New York applicable to agreements entered into and fully performed there (but excluding its choice of law provisions), and by applicable federal law. If any provision is held invalid or unenforceable, the applicable court may narrow or otherwise modify them in a manner consistent with the intent of the parties in order for such provision to become valid and enforceable, and all remaining terms and conditions will remain in full force and effect. The exclusive jurisdiction and venue in the event of any disputes will be the state and federal courts within New York, New York.
- This Agreement together with the applicable SYNCWORDS account type (Individual or Organization) contains our entire agreement (superseding all prior oral and written communications with respect to its subject matter). In the event of any conflict or inconsistency between this Agreement and the Website, this Agreement will control. This Agreement binds the parties and their heirs, successors and assigns, including successors by reason of merger, consolidation, and acquisition. Your rights to SyncWords Services and SyncWords Software are non-exclusive, non-assignable, not-transferable, not re‑sellable and may not be sublicensed, unless such Services or Software are assigned or transferred through a merger, consolidation, or acquisition. In the case of a merger, consolidation, or acquisition, the terms of this Agreement will apply to your successor in interest.
- All provisions of this Agreement (such as, without limitation, the indemnification and damages limitations) that implicitly survive termination will survive.
- You acknowledge and accept Syncwords LLC would be irreparably damaged in the event of any breach (or threatened breach) by you of Paragraph F(5) related to reverse-engineering SyncWords Software. Accordingly Syncwords LLC is entitled to specific enforcement of such sections without bond, other security or proof of damages, to an injunction and other appropriate equitable remedies with respect to breaches and threatened breaches in addition to such other remedies as Syncwords LLC may have.