These terms and conditions govern your use of the website and services enabled on that website (together referred to as the Video Translator Platform, Platform) made available by QBL Media Pty Ltd.
The Platform is provided by QBL Media Pty Ltd (ABN: 73 602 663 141) (QBL, QBLM, Video Translator, we, us and our) to users (you and your and Client).
The Platform is a managed software service hosted in a ‘cloud-style’ online environment. The Platform functions to receive certain digital video data files (“Client Video” or “CV”) from you (in response to prompts from the Platform) and then performs certain calculations and deploys third party artificial intelligence (AI) and machine learning (ML) services in order to create a Translated Client Video (“TCV”) which, as the name suggests, is a version of the Client Video in which the spoken words have been translated into a different language (as chosen by you, the Client).
Video Translator’s processing of the Client Video involves the use of third party AI and ML services (Third Party Tools) in addition to, potentially, human authored language translation services.
These terms and conditions govern use of the Platform and the Services by you, the Client. You agree to comply with these Terms and any supplemental terms which may be applicable.
BY ACCESSING, USING OR UPLOADING OR DOWNLOADING ANY INFORMATION OR MATERIALS (INCLUDING A CV OR A TCV) TO OR FROM THE PLATFORM, OR BY INDICATING YOUR ASSENT TO THESE TERMS BY CREATING AN ACCOUNT, CLICKING “SIGN UP” OR ANY SIMILAR MECHANISM, YOU ARE AGREEING TO THE THESE TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM.
SECTION 1: DEFINITIONS
1.1 Set out in the table below are certain terms used in this Agreement and the meaning of that term:
||These terms and conditions, in addition to the Order Form where you specified the Services you require and we quoted the Fees, and any other details which are linked to your transaction, including our Pricing page.
||Monday to Friday in a given week, excluding a day which is a gazetted public holiday in the jurisdiction at which:
(a) (for service of notice) the address of the recipient party is located;
(b) or (for performance of some action) the person is located who is to perform the action.
||8am to 6pm Australian Eastern Standard Time (AEST).
||A trademark owned by the Client, whether registered or not.
|Client Video (CV)
||Video in digital file format which is owned or controlled by Client and transmitted by Client to the Platform and received by Video Translator into the Platform.
||All or any information concerning the business or affairs of a party, whether or not recorded in a material form, which is marked as being confidential or which, from its content or format, ought to reasonably be treated as being confidential and is not generally made available to the public.
||The data centre(s) operated by a third party at which the virtual servers, on which the Platform and Third Party Tools are hosted, are located. Note that these Services are made available “in the cloud”.
||The fees payable by the Client to Video Translator specified in our pricing page and quoted to you in your Order Form.
||(a) if the Client is located in Australia, being in liquidation or provisional liquidation or under administration, having a controller (as defined in the Corporations Act) or analogous person appointed to it or any of its property, being taken under section 459F(1) of the Corporations Act to have failed to comply with a statutory demand, being unable to pay its debts or otherwise insolvent, dying, ceasing to be of full legal capacity or otherwise becoming incapable of managing its own affairs for any reason, taking any step that could result in the person becoming an insolvent under administration (as defined in section 9 of the Corporations Act), entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors, or any analogous event; and
(b) if the Client is located outside Australia – any act analogous to the acts or circumstances described in paragraph (a).
|Intellectual Property Rights
||Any and all intellectual and industrial property rights throughout the world and includes, without limitation all rights in copyright (including future copyright and rights in the nature of or analogous to copyright), inventions (including patents), trademarks, and know-how, irrespective of whether such rights are registered or capable of registration.
||The document which describes the language translation attributes desired by Client (including the quantified usage of the various features and functionality of the Services and the Platform) and the pricing structure and the final price for that deployment of the Services with respect to the Client Video.
||Has the meaning given to it in the Privacy Act 1988 (Cth)
||In the case of the Client: Any officers, employees or contractors of the Client.
In the case of Video Translator: Any officers, employees or contractors of Video Translator.
||The software platform through which Video Translator receives and analyses Client Video (using proprietary data science and, algorithms and potentially, human review), applies third party AI and machine learning services (Third Party Tools) to Client Video and then provides outputs which are Translated Client Video back to the Client (but not necessarily in that order).
||Policies, including procedures and other protocols relating to the use of the Platform and other aspects of Video Translator’s operations.
|Video Translator Data
||Data derived by Video Translator from Client Video during operation and usage of all aspects of the Platform and provision of the Services.
Video Translator Data does not include Client Video or Translated Client Video.
||Technical documentation describing the Platform and providing instructions for use.
||Operating Video Translator’s Platform which includes receiving and analysing a Client Video (using proprietary data science and algorithms), applying Third Party Tools to the Client Video, applying human review and editing to the Client Video and then providing a final output to the Client which is a Translated Client Video.
||Services performed by Video Translator in relation to the customisation, if any, installation and support of the Platform.
Includes advice to Client about setup and bugs detection.
||Any tax, including consumption tax and withholding tax unless otherwise specified, but excluding a tax on income.
||The term of this Agreement which commences when Client accepts these terms and continues until determined in accordance with clause 15.
|Third Party Tools
||Video Translator’s business service tools (typically a software service) provided by a third party to Video Translator as a service and which performs language translation services using AI and/or machine learning techniques to the Client Video via an online service which is operated by a third party after which the result is transmitted back to Video Translator for further processing which could include human review and clean up of the result.
Third Party Tools are: (a) Microsoft Cognitive Services, and (b) Google Cloud AI and ML Services
||A merchant or like fee charged by an intermediary to process a credit card or electronic payment.
|Translated Client Video (TCV)
||Video Translator’s Platform applies third party AI and machine learning services to Client Video by performing the Services which may additionally include human review and editing.
The final output of the Services is a Translated Client Video.
||The Personnel of the Client and related parties of the Client who are authorised by the Client to use the Platform and for whom the Client has supplied user identifications and passwords.
SECTION 2: SCOPE AND OPERATION OF THE PLATFORM
2.1 This Agreement governs the commercial arrangement between Video Translator and the Client under which:
- Client has the right, through the Users, to access the Platform and utilise the features and functionality of the Platform;
- Client grants to Video Translator permission to receive Client Video from Client and to provide the Client Video to third parties strictly for the limited purpose of applying Third Party Tools; and
- Video Translator, with consent of Client, operates and enables the Platform in order to provide the Services including a Translated Client Video to the Client.
2.2 The Client warrants that it enters into this Agreement having had the opportunity to evaluate and satisfy itself about the features and functionality of the Platform and the Service and the terms in this Agreement on which Video Translator makes those available to the Client.
2.3 Video Translator may, at its discretion, upgrade, amend, add, remove, redesign, improve or otherwise alter the features of the Platform so long as it does not materially and adversely reduce the core functionality of the Platform or otherwise interfere with use of the Platform as contemplated by this Agreement.
2.4 Video Translator will during the Term provide a Translated Client Video to Client within a reasonable time after a Client video is uploaded to the Platform (provided that User’s account is sufficiently in credit). The TCV will be made available on the Platform for download transmission from Video Translator’s platform by the Client. Video Translator will retain a secure backup copy of the TCV while Client’s account is active however backup copies will be deleted within 30 days after closing of Client’s account. A Client may request a longer period of backup storage if required and Video Translator will consider all reasonable requests.
SECTION 3: PLATFORM AVAILABILITY AND SECURITY
3.1 The Platform is hosted on virtual servers located at and managed through the Data Centre. The availability of the Platform (including business continuity and data recovery measures) is under the control of the Data Centre.
3.2 From time to time Video Translator will conduct preventative and remedial maintenance on the Platform and in respect of the infrastructure it deploys in the provision of the Platform (Scheduled Maintenance).
3.3 Video Translator will endeavour to carry out all Scheduled Maintenance outside usual Business Hours and to give reasonable notice of any planned downtime for the Platform. In the event of an emergency, Video Translator may carry out maintenance during usual Business Hours and without first notifying the Client.
3.4 Subject to Video Translator’s obligations under this Agreement in respect of Privacy Obligations and confidentiality and compliance with other relevant laws, Video Translator reserves the right to monitor the operation of the Platform and the flow of Client Video to the Platform in order to enable Video Translator to perform its obligations and exercise its rights under this Agreement.
3.5 The Client acknowledges and accepts that, notwithstanding any business continuity and disaster recovery policy of the Data Centre:
- a Client Video may be lost and not capable of being recovered;
- if Video Translator’s access to Third Party Tools is reduced or interrupted then Video Translator’s ability to perform the Services and provide Translated Client Video may be interrupted;
- the Client must ensure that it has taken all appropriate measures to implement a duplicate or a back-up copy of any Client Video (including requiring Users to do so) which is independent of the Client Video supplied to Video Translator;
SECTION 4: INTELLECTUAL PROPERTY RIGHTS
4.1 The Intellectual Property Rights subsisting in the Client Video and any other documentation, information or materials that are supplied to Video Translator by Client during Term of this Agreement remain the exclusive property of Client or its third-party licensors, subject to the rights (if any) expressly granted to Video Translator under this Agreement.
4.2 Client grants to Video Translator a non-exclusive, royalty-free, worldwide, irrevocable license to use Client Video during the Term in order to provide the Services and create the TCV and create Video Translator Data. Video Translator will not use or retain any Client Video other than for the purpose of providing the Services and creating the TCV and creating Video Translator Data.
4.3 Client grants to Video Translator a non-exclusive, royalty-free, worldwide perpetual licence to display the Client Trademark on, and in association with Video Translator's promotional materials (including the Video Translator website). Use of the Client Trademark is strictly limited in its prominence and location so as to convey only that Client is, or has been a user of the Platform and shall comply with branding guidelines or other reasonable instructions advised by the Client.
4.4 Client assigns absolutely to Video Translator, from the date of its creation, all of the Intellectual Property Rights subsisting in any inventions which may be conceived or implemented arising from suggestions, enhancements, improvements, customisation requests, recommendations or other feedback provided by the Client to Video Translator with regard to the Service, the Platform or the Translated Client Video.
4.5 The Intellectual Property Rights subsisting in the Platform, (including the user interface and the software comprising the Platform), the Video Translator Data (derived in part from use of the Platform with the Client Video and from performing the Services), and any other documentation, information or materials that are supplied by Video Translator to the Client, (but excluding the TCV) remain the exclusive property of Video Translator or its third party licensors.
4.6 To the extent that Video Translator owns or controls the copyright subsisting in a TCV, Video Translator assigns to Client all copyright subsisting in the TCV including the right to use copy, distribute and exploit the Translated Client Video with effect from the date on which the Translated Client Video is transmitted to Client.
SECTION 5: SUPPORT SERVICES
5.1 During the Term Video Translator will provide Support Services to the Client in accordance with timetable and other resource commitments described in Schedule A.
5.2 Video Translator may, at its discretion, agree to provide other services to the Client at its request. Other services may be conditional upon the payment of additional fees by the Client to Video Translator and in that event Video Translator and Client record the agreed payment and a description of the other services in advance and Video Translator will invoice the Client for the other services separately.
SECTION 6: FEES
6.1 In return for access to the Platform and receipt of the Services under the terms of this agreement, Client shall pay the Fees to Video Translator.
6.2 Fees are calculated in accordance with our pricing structure. Video Translator reserves the right to change our pricing structure at any time during the Term for any reason, subject to reasonable notice to Client. Notwithstanding the foregoing, the Fees payable in respect of any specific Services for a specific CV will always be quoted to Client in advance of performing the Services and Client is able to accept or decline that quotation.
6.3 All Fees and charges payable to Video Translator are non-cancellable and non-refundable, subject to Client’s rights under any non-excludable terms.
6.4 If the Client elects to make payment to Video Translator using a method that results in Video Translator having to pay a Transaction Fee, the Client will pay the Transaction Fee to Video Translator at the same time as it makes payment of the invoice in respect of which the Transaction Fee is charged.
6.5 Payment processing services for the Services are provided to Video Translator by Stripe and are subject to Stripe’s own Terms of Service and Security Policies and Procedures, (collectively, the Stripe Services Agreement). The Client must read the Stripe Terms because those terms will be binding on the Client if they accept these Terms and Conditions. By agreeing to these Terms and Conditions or continuing to use the Services you (the Client) agree to be bound by the Stripe Terms, as the same may be modified by Stripe from time to time. As a condition of Video Translator enabling payment processing services through Stripe, Client agrees to provide Video Translator accurate and complete information about Client and Client’s business (if applicable), and Client authorises Video Translator to share it and transaction information related to Client’s use of the payment processing services provided by Stripe.
SECTION 7: CLIENT ACKNOWLEDGEMENT - ASSUMPTIONS AND USE OF TCV
7.1 The Client acknowledges and agrees that:
- the Platform has been configured and will process a Client Video in reliance upon certain industry conventions and assumptions which will inevitably affect the quality and accuracy and reliability of the resulting TCV which is generated by the Platform;
- the accuracy, reliability and quality of the Client Video will inevitably affect the accuracy, reliability and quality of the resulting TCV which is generated by the Services;
- Client is solely and exclusively responsible and will check and validate the accuracy, reliability and quality of Client Video which is input to the Platform;
- the Platform is an automated assistive tool and is not intended to replace human judgement therefore, prior to relying on the TCV for any purpose (including without limitation any purpose which could lead to death, personal injury, or severe physical, environmental or financial damage), Client is solely and exclusively responsible and must check and validate those outputs including the contents of any TCV prior to use or publication. This is very important because the quality of the TCV is affected by the complexity of the underlying content contained in the CV. If the underlying content in your CV is complex, then the Third Party Tools may struggle to provide a good outcome in the TCV; and
- The use of, and reliance upon a TCV is entirely at the discretion and risk of the Client.
SECTION 8: Video Translator OBLIGATIONS
8.1 Video Translator must
- comply with the requirements of the Privacy Laws, relevant data security standards and Video Translator’s security and data integrity policies;
- notify the Client immediately if Video Translator becomes aware or suspects there has been:
1. a material breach of its data security measures; or
1. unauthorised disclosure or use of personal information (including any suspected or actual unauthorised access to Client Video via cyber-attack or otherwise).
SECTION 9: CLIENT OBLIGATIONS
9.1 If the consent of a third party is required in order for any Client Video to be processed in the Platform or in connection with the Services then Client is solely and exclusively responsible to obtain that consent from the third party.
9.2 The Client is primarily responsible for responding to a claim or query from a customer of Client (or any third party, including a regulatory authority) with respect to the specific content, quality, meaning or message of a TCV and Client accepts that Video Translator will refer any such claim or query to Client.
9.3 Unless otherwise permitted by law, the Client must not:
- resell, reframe, distribute or on-sell the Platform;
- include the Platform in any service bureau or outsourcing or managed service offering;
- transfer, sub-license or assign its rights under this Agreement to any third party unless Video Translator gives its prior written consent (not to be unreasonably withheld);
- modify or adapt or create derivative works of the functionality of the Platform;
- reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the Platform;
- build a competitive service; or
- copy any features, functions or graphics of the Platform.
9.4 The Client must not assign or novate this Agreement without the prior written consent of Video Translator, such consent not to be unreasonably withheld.
9.5 The Client must use reasonable endeavours to comply with Policies as notified in writing to the Client by Video Translator, and promptly advise Video Translator in writing where it is not able or willing to comply with those Policies.
9.6 The Client acknowledges and agrees that it is responsible for the following:
- Nominating which Users will be as authorised on behalf of Client to submit Client Video to be processed by the Platform and to receive the TCV;
- Using reasonable efforts to resolve technical issues to enable the Client Video to be accessible to the Platform;
- revoking or adjusting the access of any Users;
- how and where a TCV is used, published or distributed, if at all;
- deciding whether to share a TCV with any third party; and
- providing adequate security for the computer network and Client’s account login details in conjunction with which the Platform is used; and
- checking and reviewing the TCV in accordance with clause 7.
9.7 Client acknowledges that Video Translator cannot provide the Services unless Video Translator and Third Party Tools are given access to a Client Video and Client Video is in a form which is technically compatible with the Platform and the Third Party tools. It is Clients responsibility to obtain any necessary permissions from third parties to enable Video Translator and the Third Party Tools to access the Client Video.
9.8 Client must not:
- use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other user’s use of the Platform;
- use any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform;
- use any manual process to monitor or copy any of the material on the Platform or for any other unauthorised purpose without Video Translator’s prior written consent;
- use any device, software or routine that interferes with the proper working of the Platform;
- introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;
- attempt to gain unauthorised access to, interfere with, damage or disrupt any parts of the Platform or any server, computer or database connected to the Platform, including the Third Party Tools;
- attack the Platform via a denial-of-service attack or a distributed denial-of-service attack; or
- otherwise attempt to interfere with the proper working of the Platform.
9.9 Video Translator may report any of the activities above to the relevant law enforcement authorities and reserves the right to cooperate with those authorities by disclosing Clients identity to them.
SECTION 10: CONFIDENTIALITY
10.1 Each party must treat, and ensure that its Personnel treat, as confidential, the Confidential Information of the other party.
10.2 The party who receives (the recipient) Confidential Information from the other party (discloser) must not without the prior written consent of the other party:
- use it except in performing its obligations under this Agreement or as otherwise specified in this Agreement; or
- disclose it to any person except those of its Personnel and then only to those Personnel who need to know the same and who agree to be bound by these obligations of confidentiality.
10.3 The exceptions are where:
- disclosure is required by law;
- Confidential Information is in the public domain through no fault or action of the recipient or its Personnel;
- Confidential Information was received by the recipient on a non-confidential basis from a third party who is entitled to disclose it; or
- The same or similar information was independently developed by recipient without reference to the Confidential Information of the discloser.
SECTION 11: WARRANTIES BY CLIENT
11.1 Client warrants that:
- It has the authority to enter into and perform its obligations under this Agreement, it has the ability to perform its obligations under this Agreement, and that this Agreement has been duly executed and is a legal, valid and binding Agreement enforceable against it.
- Client owns the Client Video and applicable intellectual property rights in the Client Video or otherwise has the right to grant Video Translator access to the Client Video for the purpose of providing the Services which includes making a derivative work based upon the Client Video.
SECTION 12: WARRANTIES BY Video Translator
12.1 Video Translator warrants that:
- it has the authority to enter into and perform its obligations under this Agreement and that this Agreement has been duly executed and is a legal, valid and binding Agreement enforceable against it.
- except with respect to Third Party Tools (which are excluded from this warranty), Video Translator will not share or divulge Client Video, or Translated Client Video with any third party without prior written consent of Client.
12.2 Video Translator does not warrant that a TCV will be suitable to qualify for approval from any third party (including, without limitation, any government or industry regulator or academic or other institution) or will be sufficiently accurate and comprehensive to implement any plan or commercial undertaking. This is very important because the quality of the TCV is affected by the complexity of the underlying content contained in the CV. If the underlying content in your CV is complex, then the Third Party Tools may struggle to provide a good outcome in the TCV. The use of, and reliance upon a TCV is entirely at the discretion and risk of the Client.
SECTION 13: INDEMNITY BY CLIENT
13.1 Client agrees to indemnify, defend and hold harmless Video Translator and its officers, directors, employees, agents, licensors and suppliers from and against all losses, expenses, damages and costs, including reasonable solicitor’s fees, resulting from:
- violation of this Agreement or a warranty given by Client or any activity conducted on Client’s Account by Client or by a User accessing the Platform using Client’s Account;
- a claim made against Video Translator by a third party (including, without imitation a customer of Client or an operator of Third Party Tools) alleging that Video Translator's access to Client Video is not authorised;
- a claim made against Video Translator arising from Client’s failure to comply with relevant and applicable legislation (including applicable data protection laws) when Client uses the Platform and the Services and the TCV;
- a claim made against Video Translator by a third party (including, without imitation a customer of Client or an operator of Third Party Tools) alleging that a TCV contains incorrect, false or misleading information or is malicious, defamatory or offensive in its content.
SECTION 14: LIMITATION OF LIABILITY
14.1 Terms, conditions, warranties and guarantees implied by law, which cannot be excluded, restricted or modified apply to this Agreement to the extent required by that law.
14.2 Except for liability in relation to any non-excludable Term, the Platform, the Services and the TCV are provided on an “as is” basis, and without any warranty or condition, express or implied, including any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement of third party Intellectual Property Rights to the extent allowed by law.
14.3 To the extent permitted by law, Video Translator’s sole liability for breach of contract, breach of statutory duty, negligence or other tort is limited, at its option, to:
- the supplying of the Services again; or
- the payment of the cost of having the Services supplied again.
14.4 The Client does not rely on any representation, warranty or other provision made by Video Translator or on its behalf which is not expressly stated in these terms.
14.5 Video Translator is not liable for loss or corruption of a Client Video, loss of revenue, loss of goodwill loss of anticipated sales, loss of savings, loss of business opportunity, interruption to business, or wasted management/administrative time. This exclusion of liability includes loss or damage Client might suffer as a result of failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third-party conduct, or theft, destruction, alteration or unauthorised access to records.
14.6 Video Translator is not liable for any loss or claim incurred by or against Client or any third party arising from:
- Client’s or any third party’s use of or reliance upon a TCV; and
- Client’s use of any third party embedded content or plugins that are not hosted on the Platform.
SECTION 15: TERM AND RENEWAL
15.1 The Term of the Agreement continues indefinitely on a month to month rolling basis unless validly terminated in accordance with this Agreement. Client may suspend their access to the Services in whole or in during the Term and, although that suspension may suspend charges incurred on Client’s account, all of these terms remain in effect. If Client wishes to terminate this Agreement they will notify Video Translator in writing with 30 days notice.
15.2 Video Translator does not provide a refund if Client decides to stop using the Services prior to the expiration date of the current monthly billing cycle or does not terminate in accordance with the requirements of this clause 15.
SECTION 16: SUSPENSION FOR PROHIBITED ACTS
16.1 Video Translator may reject a Client Video or suspend Client’s or any User’s access to the Platform without notice if Client’s use of the Platform:
- violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement; or
- is being subjected to denial of service attacks or other disruptive activity;
- is being used to engage in denial of service attacks or other disruptive activity;
- is creating a security vulnerability for the Platform or others;
- is consuming excessive bandwidth;
- is causing or is likely, in the reasonable opinion of Video Translator to harm to Video Translator or others;
- involves the creation, promotion or processing of sexually explicit materials, violence, discrimination or vilification based on race, sex, religion, nationality, disability, sexual orientation or age, and/or any illegal or objectionable activities; or
- violates any intellectual property or other proprietary rights of any third party.
16.2 Video Translator will try to limit the suspension to the affected portion of the Platform and promptly resolve the issues causing the suspension of the Platform. Nothing in this clause limits Video Translator's right to terminate for cause as described in this Agreement, if Video Translator determines that Client is acting, or has acted, in a way that has or may negatively reflect on or affect Video Translator, our prospects, or our customers.
16.3 Video Translator may, without notice, review, edit and delete any Client Video, Translated Client Video or other user content that we determine in good faith violates these terms, however Video Translator has no duty to pre-screen, control, monitor or edit a Client Video, Translated Client Video or other user content.
16.4 Video Translator will provide Client with notice of non-payment of any amount due. Unless the full amount has been paid, Video Translator may suspend Client’s access to the Platform and/or withhold access to a TCV. If Client’s access to the Platform is suspended for non-payment, we may charge a re-activation fee to reinstate your access to the Platform.
SECTION 17: TERMINATION FOR CAUSE
17.1 If an Insolvency Event occurs in relation to the Client or any other event occurs which gives Video Translator reasonable grounds for doubting the credit of the Client (including, the Client’s failure to make any payment when due under this Agreement), Video Translator may by notice to the Client, at Video Translator’s option and without prejudice to any other right it may have:
- require the Client to make payment of the balance of the Fees unpaid in full before or on delivery of the Services; or
- suspend or terminate this Agreement or cancel any undelivered or uncompleted Services under this Agreement.
17.2 If the Client:
- fails to make any payment when due;
- breaches a clause of this Agreement which is not capable of remedy;
- breaches a clause of this Agreement which is capable of remedy and fails to remedy the breach within 14 days of the date of a notice issued by Video Translator which identifies the breach and requests remedy; or
- acts, or has acted, in a way that has or may negatively reflect on or affect Video Translator, our prospects, or our customers;
then Video Translator may terminate this Agreement by written notice to the Client effective immediately or from a later date specified in the notice.
17.3 If Video Translator:
- breaches a clause of this Agreement which is not capable of remedy; or
- breaches a clause of this Agreement which is capable of remedy and fails to remedy the breach within 14 days of the date of a notice issued by the Client which identifies the breach and requests remedy;
the Client may terminate this Agreement by written notice to Video Translator effective immediately or from a later date specified in the notice.
17.4 On termination of this Agreement Video Translator has no obligation to provide Services to the Client or to maintain Client’s access to the Platform.
17.5 If this Agreement is terminated, then the Client will remain liable to pay to Video Translator and Video Translator is entitled to recover from the Client all Fees that are or were due for payment before termination and have not been paid.
SECTION 18: FEEDBACK AND CONSULTATION
18.1 Video Translator welcomes feedback and suggestions on how the Platform and the Services and the Translated Client Video could be improved and we invite your consultation with us for that purpose. Feedback provided by Client to Video Translator shall be the Confidential Information of Video Translator.
SECTION 19: GENERAL
19.1 In this Agreement:
- Headings are for convenience only and do not affect the interpretation of this Agreement.
- A reference to the singular includes the plural and references to the masculine include the feminine and vice versa.
- An expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any governmental agency.
- A reference to any statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by laws amending, consolidating or replacing them, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute.
- A reference to a document includes an amendment or supplement to, or replacement or novation of, that document.
- A reference to a party to a document includes that party’s successors and permitted assigns.
- All amounts payable under this Agreement are to be calculated and paid in United States dollars.
19.2 Notices under this Agreement must be in writing. A notice may be delivered to a party by hand or by email to that party at the address shown at the start of this Agreement or to an alternate email address notified to the party giving the notice. A notice given to a person in accordance with this clause is treated as having been given and received:
- if delivered to a person's address, on the day of delivery; or
- if delivered by email, on the Business Day after it is despatched provided that the sender does not receive a message to the effect that the sender is out of office or that delivery has failed.
19.3 This Agreement contains all the terms and conditions agreed on by the parties. No oral agreements or representations will be valid or binding on the parties unless expressly contained in this Agreement or by a written amendment to this Agreement.
19.4 This Agreement may only be amended by a further written agreement signed by the authorised representatives of the Client and Video Translator.
19.5 Any failure by either party to insist upon strict performance by the other party of any provision in this Agreement will not be taken to be a waiver of any existing or future rights of that party in relation to the provision.
19.6 If any provision of this Agreement is invalid, illegal or unenforceable, this Agreement takes effect (where possible) as if it did not include that provision.
19.7 The provisions of clauses 4, 10, 11, 12, 13, 14 and 19 survive termination or expiry of this Agreement.
19.8 This Agreement is not to be interpreted against the interests of a party merely because that party proposed this Agreement or some provision of it or because that party relies on a provision of this Agreement to protect itself.
19.9 Neither party is liable for any delay or failure to perform its obligations under this agreement if the delay is due to natural disaster or other event beyond its reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, or strikes or other labour problems.
19.10 This Agreement is governed by the laws of the State of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction there in connection with all matters concerning this Agreement.
SUPPORT SERVICES are comprised of:
- Email Support requests should be addressed to email@example.com. Video Translator will respond to email requests promptly and in the order in which they are received however Video Translator makes no guarantee as to when a response or a fix (if required) will be provided to Client.