Agreement for Syncwords Services

Please carefully read the following about the User Agreement.

This Agreement gives you the right to receive the Syncwords Services you may from time to time request from us in accordance with your Account.

By creating an Account to use SYNCWORDS SERVICES, and by receiving SYNCWORDS SERVICES, you agree we are both legally bound by the terms and conditions of this Agreement as we may from time to time update it.

[A] THIS IS AN AGREEMENT
  1. Syncwords Services are only provided to Account holders subject to this Agreement, unless we enter a written agreement with you that expressly applies instead of this one. For information about our Account types, please see here: https://support.syncwords.com/hc/en-us/articles/200879057-Account-Types

  2. If this Agreement or the existing Account types do not meet your needs, please contact us at info@syncwords.com for a customized one which may (as examples) provide for consolidated billing for multiple users or departments, and monthly or other payment arrangements.

[B] WHO WE ARE. We 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 are the individual or organization with a Syncwords Account. By providing your name or your organization's name you bind yourself or the organization (as applicable) to this Agreement. Whether binding an individual or an organization, the person submitting 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). If you identify an organization name, you represent you have the authority to enter this Agreement on behalf of the organization.

[D] SYNCWORDS SERVICES
  1. "End-User Media," as used in this Agreement, refers to the audio and video files and transcripts you provide for Syncwords Services, together with all related and incidental trademark, data and materials you may provide to us in connection with them.

  2. "Syncwords Services" consist of the services identified on https://syncwords.com (our "Website") as it may, from time-to-time, be updated. In general:
    • (a) The Services consist of automated synchronizing of transcripts to your End User Media, and may include tools to review and edit synchronizations, storage of End-User Media and caption files, and related support and management tools, all in accordance with your Account.

    • (b) Syncwords Services may (depending on your Account, and if purchased by you) include related services consisting of human generated transcripts for End-User Media (for which standard delivery and rushed delivery services are available), our ProSync service (human review and editing of our computer-generated synchronizations).

  3. "Syncwords Software" consists of the software we may provide to you (such as browser applets and other non-downloadable software), the software we use internally to facilitate your use of Syncwords Services, and (if we permit you to use it) Syncword's application programming interface (API). We license such Syncwords Software to you on a nonexclusive, non-assignable, right to use basis solely for your internal business operations, and only as an incident to your use of Syncwords Services and subject to your compliance with the terms and conditions of this Agreement.

[E] CONDITION OF PAYMENT. Your right to Syncwords Services is subject to timely payment in US currency, as follows:
  1. Our current pricing (as we may update it from time to time) is identified on our Website: https://syncwords.com/pricing

  2. Our current refund policy (as we may update it from time to time) is identified on our Website: https://syncwords.com/privacy-and-refund-policy

  3. In general (a) for Individual Accounts payment is due upon submission of your request for particular Syncwords Services via our Website using the procedures specified, using the credit card you provided, (b) for Organization Accounts, payments are accepted if made by credit card, check, or wire transfer at such times as we agree, but in any event within 1 month of your receipt of corresponding Syncwords Services, (c) you are responsible for all directly related taxes, levies, and duties that may be charged within or outside the United States, and (d) 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 Services is also subject to the following conditions, each of which is material:
  1. You will keep secure your password access to Syncwords Services, 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.

  2. You will use Syncwords Services 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 in connection with them.

  3. You will not use, copy, modify, or transfer Syncwords Software except incident to your use of Syncwords Services, in accordance with this Agreement.

  4. You will not reverse engineer Syncwords Software or otherwise attempt to determine the non-public processes and confidential aspects of Syncwords Services, and to the extent you learn such information by using the services you will not use or disclose it except as permitted by this Agreement.

[G] OWNERSHIP. You acknowledge and accept:
  1. "Intellectual Property," as used in this Agreement, means such property worldwide as most broadly defined, and includes without limitation copyrights, trademarks and trade secrets.

  2. You own, and hereby grant to us, all rights and interests to the Intellectual Property in End-User Media (including any rights and consents as may be required from third parties) to the extent necessary for us to provide Syncwords Services to you.

  3. We own the Intellectual Property to provide Syncwords Services, as follows:
    • (a) Our trademarks include SYNCWORDS®, the Syncwords logo and PROSYNC. You do not, by reason of this Agreement or otherwise, have permission to use them. Other marks that may appear in connection with Syncwords Services are the property of their respective owners.

  4. We own and reserve the Intellectual Property to Syncwords Software, and to all related confidential processes and databases, except to the extent you have rights to them as an incident of using Syncwords Services as provided under this Agreement.

  5. In connection with Syncwords Services, we may use the aggregate of the End-User Media we receive from you and from other users of our Syncwords Services, including to conduct research and development, and to generate, derive, extract, or abstract data or ideas (each an "Abstraction"), and we may indefinitely retain such End-User Media for such purposes.

    • (a) We solely own such Abstractions and all Intellectual Property in and to them, and may use, license, transfer and disclose them so long as such actions do not disclose your identity or any nonpublic personally identifiable information contained within End-User Media. For other aspects of our Privacy Policy please visit our Website at https://syncwords.com/privacy-and-refund-policy

    • (b) Apart from such Abstractions, and from the rights and interests that you grant to us to your End-User Media to enable us to provide Syncwords Services to you (as described above), we waive all right, title and interest in the End-User Media, and to all Intellectual Property (if any) created by reason of Syncwords Services.

[H] TERMINATION.
  1. We may terminate this Agreement:
    • (a) We may terminate your access to Syncwords Services without notice upon your breach of a material condition of this Agreement. We may, within out discretion, provide you with an opportunity to cure such breaches.

    • (b) We may terminate your access to Syncwords Services at our convenience for any reason upon notice to you. Such termination may terminate your continuing access to the End-User Media and related synchronizations, transcriptions, and whatever else you received from us through use of Syncwords Services. In the event of such termination, 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 us to provide such notice will not be deemed a breach of this Agreement. Termination will not terminate your liability for any unpaid fees.

  2. You may terminate this Agreement at any time by providing written notice to us. In the event of such termination we have the right to terminate access to your Account; however, such access may not terminate automatically upon your notice. You waive all rights to any other remedies arising out of such a termination other than a refund (to the extent, if any, we provide refunds under our Refund Policy referred to above).

[I] DISCLAIMERS OF REPRESENTATIONS AND WARRANTIES.
  1. You represent and warrant to us that (a) you own all rights and interests to End-User Media to the extent necessary to receive Syncwords Services; and (b) 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.

  2. We represent and warrant to you solely for your benefit that we have sufficient copyright rights to provide Syncwords Services in accordance with this Agreement, and will provide the support, if any, associated by your choice of Account.

  3. Apart from the preceding explicit representations and warranties in this Section, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES EXPRESS, IMPLIED, ORAL, WRITTEN OR OTHERWISE, INCLUDING AS FOLLOWS:
    • (a) Except as explicitly provided above we 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

    • (b) Except as explicitly provided in this Agreement, Syncwords Services and Syncwords Software are otherwise provided "as is" and "as available." We SPECIFICALLY DISCLAIM WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, and warranties Syncwords Services will be uninterrupted, timely, secure, error-free, accurate or reliable.

    • (c) You acknowledge that we do not control the transfer of data over communications facilities, including the internet, and that Syncwords Services accordingly may be subject to limitations, delays, and other such problems beyond our control. We not responsible for such problems, or any or all damages that may result from them.

[J] INDEMNITY. You will indemnify and hold us harmless 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] YOU ACCEPT THAT IN NO EVENT AND UNDER NO THEORY WILL WE BE LIABLE FOR:
  1. direct damages in excess of the payments that we received from you for affected Syncwords Services for the affected period; or

  2. INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING ANY BASED UPON RELIANCE, TORT, OR LOSS OF PROFITS), EVEN IF WE ARE ADVISED IN ADVANCE THAT SUCH LOSSES MAY BE POSSIBLE; or

  3. 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.

[L] CLASS ACTION WAIVER. To the extent legally permitted you agree with us that (1) each may bring claims against the other only in our own capacities, and not in any purported "Class" or other representative action, or as a plaintiff in such an action, and (2) no arbitrator or judge may consolidate the claims of parties other ourselves in any such action.

[M] MISCELLANEOUS.
  1. 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.

  2. This Agreement together with the applicable Account type and Pricing (as provided on our Website, as they may be updated from time to time) contain 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 our 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 which cases the terms of this Agreement will apply to your successor in interest.

  3. All provisions of this Agreement (such as, without limitation, the indemnification and damages limitations) that implicitly survive termination will survive.

  4. You acknowledge and accept we would be irreparably damaged in the event of any breach (or threatened breach) by you related to reverse-engineering Syncwords Software or the confidential aspects of Syncwords Services. Accordingly we are entitled to specific enforcement of the applicable Sections of this Agreement without bond, other security or proof of damages, and to an injunction and other appropriate equitable remedies in addition to such other remedies as we may have.