Terms of Service
License Agreement

This License Agreement (the "Agreement") is made and entered by and between SubPly Solutions Ltd. (also "AudioBurst"), a company duly organized under the laws of Israel (the "Company"), and you or the entity you represent (the "Licensee"); each referred herein as "Party" and collectively as the "Parties".
This Agreement takes effect when you click an "I Accept" button or check box presented with these terms or, if earlier, when you access or use the Service, as stipulated herein, or any part thereof (the "Effective Date"). You represent to us that you are lawfully able to enter into this Agreement. If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
This Agreement governs your use of the Service through Company's proprietary products and services, including through its website https://www.audioburst.com/, the PodcasterPro, and any additional services provided by the Company that enable your use of the Service, as defined below. The Company is the owner and/or developer of a proprietary technology that enhances the delivery and consumption of online audio and radio content for archival and comparative purposes, research, data mining and other purposes.
The Licensee is an organization or individual that has all necessary permissions, consents, releases, rights, and licenses in the Content (as stipulated herein).
Therefore the Parties have agreed as follows:

1. Definitions

1.1. "Ad(s)" means a promotional message (including any code embedded therein) consisting of text, graphics, audio and/or video, or combination thereof, displayed to the users on the Service in connection with the Content;
1.2. "Service" means: (a) the archiving, hosting, indexing, copying, transcribing, displaying and publicly displaying of the Content on online properties, including but not limited to the Company's webpage, available at: https://www.audioburst.com/, mobile apps, software applications, servers or any other online properties, owned by the Company or by its licensed third party affiliates and partners (collectively "Online Platforms"); (b) the transcribing and translation of the Content using the Company's proprietary speech-to-text technology; and (c) modifying and creating derivative works of the Content ("Bursts")using the Company's proprietary technology, and making the Burst available to the Licensee.
1.3. "Content" means any information, content, sounds, audio, radio broadcasts, podcasts, text, photo, video, sounds, graphics, music, and any other materials or content made available by the Licensee or anyone on the Licensee's behalf, whether on its website or through other online services (including before the Effective Date), or by any other means (such us by providing Company with an RSS link), and was not explicitly exempted by the Licensee for the purpose of provision of the Service;
1.4. "Intellectual Property" means trade names, logos, trademarks, service marks, trade dress, internet domain names, copyrights, patents, trade secrets, know-how and proprietary technology, including, without limitation, the foregoing currently owned by a Party or which may be developed or owned by it in the future.
1.5. "Confidential Information" means any non-public, proprietary, confidential and/or trade secret information of a Party, whether written or oral, and regardless of the manner in which it is furnished, which given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive, including, without limitation, business procedures, technology and any related documentation, client list, developments, business partners or other information disclosed by a Party (the "Disclosing Party") to the other Party (the "Receiving Party") either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment. Confidential Information shall not, however, include any information which:
(I) was known to the Receiving Party or in its possession at the time of disclosure without any confidentiality obligation
(II) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party;
(III) is independently developed by the Receiving Party without reliance on or use of the Confidential Information or any part thereof and the Receiving Party can show written proof of such independent development or
(IV) required to be disclosed by applicable law, regulatory authority or a valid court order, provided that the Receiving Party shall provide the Disclosing Party with reasonable prior written notice of the required disclosure in order for the Disclosing Party to obtain a Protective Order and the disclosure shall be limited to the extent expressly required;
(V) is approved for release by prior written authorization of the Disclosing Party; or
(VI) the Receiving Party can demonstrate was disclosed by the Disclosing Party to a third party without any obligations of confidentiality.

2. License and Intellectual Property Rights

2.1. Subject to the terms of this Agreement, Licensee hereby grants to the Company a non-exclusive, perpetual, worldwide, sub-licensable right to use, copy, host, sublicense, reproduce, broadcast, index, archive, transcribe, translate, promote, modify, make derivative works of, deliver, make available, display and publicly display the Content and the Bursts through the Company's Online Platforms, whether owned or operated by the Company or its licensed affiliates' and partners' (e.g. websites, mobile applications, software applications, etc.), including promoting or distributing the Content of Bursts through the Company's Online Platforms for Company's business purposes or commercial gain. .
2.2. Excluding the limited license granted in herein, each Party retains all right, title, and interest in and to its Intellectual Property rights and nothing contained in this Agreement will grant either Party any right, title or interest in the trademarks, trade names, service marks or other Intellectual Property rights of the other Party. Company may use Licensee's trade name, logo, trademarks or service marks as applicable and necessary for the provision of the Service, as well as to place its own branding on the Content.
2.3. The Company reserves the right, and Licensee hereby agrees that the Company may place and deliver Ads (as defined herein) in connection with or adjacent to the Content, including but not limited to before, after and during the Content (pre-roll, post-roll and mid-roll, respectively).

3. The Service

3.1. Subject to the terms and conditions of this Agreement, the Company will provide Licensee with the Service, with respect to Content provided by the Licensee in a manner determined between the Parties; the Licensee shall have access to a Company's support representative in order to communicate or report possible defects, failures, errors or omissions it has observed in the Service; the Company shall use its best efforts to rectify, amend and correct errors or omissions in the Service.
3.2. Nothing in this Agreement shall be construed as an obligation on the Company's part to provide the Service with respect to any Content; the Company reserves the right, at its sole discretion (but does not have the obligation) to monitor or remove any Content from its Online Platforms.
3.3 To use the Company's Service Licensee may be required to register with an account; by registering with us, Licensee agrees that all information provided to Company is true and accurate and you will keep it current. During the registration process, Licensee will be asked to select a password. The password and your account are for Licensee's individual use only, and are not to be shared with others. Licensee agrees to keep the password confidential at all times and notify Company immediately if Licensee learns of an unauthorized use of the password. Licensee is fully responsible for activities or transactions that relate to Licensee's account or password.

4. Representations and Warranties

4.1. Each Party hereby represents and warrants that:
(a) It has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement;
(b) If the Licensee is an organization – It is duly organized and in good standing under the laws of its state of organization;
(c) Nothing contained in this Agreement or the performance thereof shall place it in breach or default of any obligation or other agreement, law or regulation by which it is bound or to which it is subject, or requires the consent of any person or entity;
(d) It is and will be compliant at all times with any applicable laws, regulations, policies and relevant terms and conditions and respectively shall carry any required notification to End Users, due disclosures and disclaimer where such are necessary.
4.2. Licensee hereby represents and warrants that:
(a) It owns all rights and titles, or has all necessary permissions, consents, releases, rights, and licenses in the Content, which are required to enable the Company to use the Content for the purposes of the provision of the Service, and otherwise use the Content in the manner contemplated under this Agreement, and it does not and shall not infringe any right of any third party, including without limitation Intellectual Property rights, with respect to the use of the Content.
(b) It is solely responsible for the Content, and that any content or material displayed or promoted through the Content is not pornographic, defamatory, violent, prohibited under any applicable law or regulation or infringes upon any third party right, including Intellectual Property rights, privacy and publicity rights;
(c) Licensee is at least eighteen (18) years old of age, and has the capability and authority to enter into this agreement.

5. Disclaimers, Limitation on Liabilities and Indemnification

5.1. The Service and related technology and features (including but not limited to the creation of Bursts, and the transcribing of the Content) are provided on “AS IS” basis and the Company makes no representations or warranties of any kind, express or implied, including, without limitation, that the Service and any part thereof will be error and defect free and implied warranties of merchantability, title, non-infringement, or fitness for a particular purpose, or with respect to the promotion of the Content or Bursts on third party platforms, as well as its placement or frequency;.
5.2. In no event shall the Company and its affiliates, officers, directors, employees, agents, representatives and licensors shall be liable to the Licensee or to any third party for any special, incidental, consequential, exemplary or punitive damages, including but not limited to damages for lost data, lost profits, loss of goodwill, lost revenue, service interruption, computer damage or system failure or costs of procurement of substitute goods or services, arising out of or in connection with this Agreement, the use of the Service and the Content, under any theory of liability, including but not limited to contract or tort (including products liability, strict liability and negligence), and whether or not the Company were or should have been aware of or advised of the possibility of such damage and notwithstanding the failure of essential purpose of any limited remedy stated herein; the sole and exclusive remedy with respect to any of the foregoing is to cease and terminate the provision of the Service.
5.3. The Licensee shall be liable for, indemnify and hold the Company and its affiliates, officers, directors, employees, agents, representatives and licensors, harmless against any and all claims, actions, suits, proceedings, judgments, damages, losses, liabilities, costs and legal or other expenses (including reasonable attorney fees) resulting from, or arising out of, or in connection with any and all of the following: (a) a breach of the Licensee's representations, warranties, obligations or covenants made in this Agreement; or (b) the Content, including but not limited to any allegation that the Content is factually inaccurate, incomplete, offensive, profane, discriminatory, defamatory, indecent, or otherwise objectionable to any person, and/or that the Content is unlawful under any applicable laws or regulation, and/or that the use of the Content in the manner contemplated under this Agreement gives rise to civil liability or infringes upon third party rights, including Intellectual Property rights; or (c) the enforcement of the provisions hereof by the Company.

6. Confidentiality

6.1. During the term of this Agreement, each Party may have access to certain Confidential Information of the other party, whether furnished before or after the Effective Date.
6.2. The Receiving Party agrees: (a) not to disclose the Disclosing Party’s Confidential Information to any third parties other than to its shareholders, directors, officers, partners employees, advisors or consultants (collectively, the "Representatives") on a “need to know” basis only and provided that such Representatives are bound by written agreement to comply with the confidentiality obligations contained herein; (b) not to use any of the Disclosing Party’s Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; (c) to keep the Disclosing Party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care.
6.3. The Parties further agree that any press release or announcement regarding the content of this Agreement or in connection with this Agreement shall require the mutual written consent of the parties prior to such press release or announcement.

7. Considerations

In consideration for the Service provided under this Agreement, the Licensee shall be entitled to the amounts and rates as agreed upon and specified by the Parties in writing. Such agreement shall be incorporated herein by reference.

8. Termination

8.1. This Agreement will enter into effect from the Effective Date and will continue until terminated as provided herein,
8.2. Each party may terminate this Agreement immediately upon 7 days' written notice to the other Party;
8.3. Termination of this Agreement shall not affect any accrued rights or liabilities of either Party hereto;
8.4. Any provisions hereof which expressly or by their nature are required to survive termination or expiration of this Agreement in order to achieve their purpose shall so survive until it shall no longer be necessary for them to survive in order to achieve that purpose.

9. General

9.1. Independent parties: The Parties hereto are and shall remain independent contractors, and nothing herein shall be deemed to create any agency, partnership or joint-venture relationship between the parties. Neither Party shall be deemed to be an employee or legal representative of the other, nor shall either party have any right or authority to create any obligation on behalf of the other party.
9.2. Governing Law: This Agreement and any matters relating hereto shall be governed by, and construed in accordance with Israeli law and shall be subject to the exclusive jurisdiction of the authorized courts of Tel-Aviv – Jaffa, to the exclusion of any other court.
9.3. Entire Agreement: This Agreement is the entire agreement between the Parties and supersedes any prior agreements between them, whether written or oral, with respect to the subject matter hereof; any further agreements between the Parties shall be made in writing (or in a form of email communication) and will be part of this agreement upon both Parties approval.
9.4. Assignment: Neither this Agreement nor any interest herein may be assigned by either Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld except that either party may assign any of its rights and obligations under this Agreement, without consent of the other, in connection with any merger, consolidation, change of control or sale of all or substantially all of its assets. Any unauthorized assignment or transfer shall be null and void. This Agreement shall be binding upon, inure to the benefit of each of the parties and their respective successors and permitted assigns.
9.5. Severability: In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
9.6. No Waiver: No waiver, forbearance, indulgence or consent by either Party to deviate from the provisions of this Agreement shall operate as a waiver of any subsequent right and no analogy shall be made from any such waiver, forbearance, indulgence or consent to any subsequent event.
9.7. Force Majeure: Neither Party shall be liable for any delay or failure in performance due to events outside the defaulting Party's reasonable control, including, without limitation, acts of God, disasters, terrorism, fire, or other circumstances beyond its reasonable control. The obligations and rights of the defaulting Party shall be extended for a period equal to the period during which such event prevented such Party's performance.
9.8. Amendments: No modification or other amendment to this Agreement shall be valid unless reduced to writing and signed by both Parties