Terms and Conditions


Spotl provides its customers with a transcription, translation and automatic subtitling platform combined with professional post-editing services and collaborative subtitling project management tools.Spotl is only bound by an obligation of means towards the provision of subtitling services.Spotl expressly reserves the right to remove or refuse to provide any service on films and / or images that would include violent and / or shocking scenes or representations in any way whatsoever, as well as on films and / or images provided by a customer which the latter does not have the rights of exploitation of (image or sound).

1. Definitions

Agreement: the Purchase Order and these Terms and Conditions.

Media: video or audio recordings that are submitted by the Customer to the Software for transcription, translation and subtitling.

Beta features: features and services that are still in the early stages of the release and have little to no testing. Details about the beta features can be found in the list of updates.

Business hours: 9:00 a.m. to 5:00 p.m., Paris time, Monday to Friday, excluding French public holidays and weekends.

Cloud Services: the version of the Software that is hosted and deployed in the Cloud for the purpose of providing Subtitles from pre-recorded video files.

Credits: the number of video time units available or the number of post-editing units available, respectively, over a given period. The unit of time is generally based on the minute.

Committed Charges: the total amount owed to Spotl by the Customer during the Initial Period and all subsequent Renewal Periods for committed monthly or annual credits.

Confidential Information: all information, whether written, oral, in electronic or other format, relating to a party and concerning the existence of this Agreement or discussions between the parties, which is marked "confidential" or is reasonably believed to be confidential, including (but not limited to):

  • referring to the marketing activities, strategies, plans, financial information, projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of a party or its affiliates.
  • product or service plans, and customer or supplier lists.
  • any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method.
  • all concepts, reports, data, know-how, works in progress, designs, developments, tools, specifications, computer Software, source code, object code, any other implementing artifacts used by the product, flow charts, databases, inventions, information and trade secrets.
  • any other information that should reasonably be considered confidential or commercially sensitive information.

Contract Year: means any 12-month period ending on any anniversary of the Effective Date.

Customer: means the company named as a customer in the Purchase Order.

Customer Personal Data: the Personal Data processed by Spotl on behalf of the Customer under this Agreement.

Bug: a flaw, failure or deviation in the operation of the Software or the Website.

Bug fix: the correction or resolution of a bug, or an appropriate workaround for a bug.

Documentation: user manuals, technical literature, instructions for use of the Software or the Website and any other related material relating to the Software, in human and/or machine-readable form, provided by Spotl.

Effective Date: the date the last party signs the Order Form.

End User: means any third party who, as permitted by the License, has the right to use the Website or the Software as part of an Integrated Product as specified in this Agreement.

Force Majeure: any circumstance beyond the reasonable control of a party, including, but not limited to, force majeure, flood, drought, earthquake or other natural disaster, epidemic or pandemic, terrorist attack, civil war, civil disturbance or riot, war, threat of war or preparation for war, armed conflict, imposition of sanctions, embargoes or severance of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or action by any government or public authority, including, without limitation, the imposition of any export or import restriction, quota or ban; collapse of buildings, fires, explosions or accidents; and interruption or failure of public services.

Group of companies: regarding a company, this means that company, any subsidiary or holding company of that company.

Hours: the billable rate for the number of hours of video transcription by the Website or the Software.

Initial Term: the initial committed period during which both parties agree to adhere to all elements of this Agreement as defined in the Purchase Order.

Integrated product: a specific product in which the Software has been incorporated and/or interfaced with, by any technical means, another product.

Intellectual Property Rights (IPR): patents, utility models, rights in inventions, copyrights and related rights, trademarks and service marks, trade names and domain names, rights of exploitation, business assets and the right to sue for infringement or unfair competition, rights in designs, rights in computer products, rights in databases, the rights to maintain the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all requests (and rights to request and obtain), renewals of or extensions of such rights, and the rights to claim priority of such rights, as well as all similar or equivalent rights or forms of protection that exist or will exist, now or in the future, in any part of the world.

License: the license granted in this Agreement.

Maintenance Releases: a patch or release of the Software or the Website that corrects defects, adds functionality or otherwise modifies the Website or the Software, excluding Major Releases.

Minor Releases: any minor release of the Software or the Website that is from time to time publicly released and made available by Spotl and that contains minor functional or material differences from previous versions.

Major Release: any Major Release of the Software or the Website that is from time to time publicly released and made available by Spotl and that contains significant or material differences from previous Minor Releases or Major Releases.

Order Form: Spotl's Order Form detailed at the top of this Agreement (which is electronically signed or printed and signed by the Customer) relating to the Services to be provided by the Company to the Customer.

Partner: any partner organization to which the Customer provides Integrated Products for licensing to End Users.

Payment terms: the period of time, expressed in days, that the Customer has to pay outstanding invoices.

Authorized Users: the Customer, any Partner or End User of the Software or the Website.

Personnel: any person employed or engaged in a professional capacity by a company to perform work, including employees, agents and subcontractors.

Transcription: the process of transforming the audio portion of a video into a written text.

Translation: the process of translating a text from one language to another.

Post-editing: refers to the proofreading and correction work done by an editor.

Segmentation or Subtitling: the process of dividing the sentences of a text in order to synchronize it with the audio part of a video, in a way that is readable by the viewer.

Renewal Period: the additional periods at the end of the Initial Term as defined in the Purchase Order.

Services: the products and services described in the Purchase Order and in this Agreement, provided by Spotl to the Customer.

Software: the Software for automatic transcription of audio, automatic translation of texts, segmentation and automatic subtitling as well as proofreading and correction assistance tools.

The Website: the version of the Software based on Cloud Services and available on the Internet through a browser.

Professional post-editing service: the proofreading and correction of the machine transcription and/or machine translation by a professional post-editor.

Support Services: services provided by phone, email, video conference or chat regarding your access to and use of the Software or the Website, the System and the Subtitling or Post-Editing Services.

Term: the Initial Term and any Renewal Periods.

Territory: the countries and/or regions in which the Customer or the Partner has a license to operate the Software or the Website, as specified in the Purchase Order.

Total Fees: the Committed Charges, installation fees and amounts payable to Spotl for all additional units used, as invoiced in accordance with the terms of this Agreement.

Unit Prices: the applicable rate charged per Unit ordered as set forth in the Order Form.

Units: the number of minutes of video or post-editing to be processed.

VAT: value-added tax.

2. Licence

Subject to payment of the undisputed Total Fees and Customer's compliance with this Agreement, the restrictions in Section 3 and the authorized license term in Section 4,  Spotl grants Authorized Users a limited, non-exclusive, non-transferable right and license ("License") to use the Website or Software in the Territory for the following uses:

  • The use by the Customer and Authorized Users of the transcription, translation, and automatic subtitling, post-editing and professional post-editing functions, as well as the export of files resulting from previous processing and burned videos; the functions for sharing projects or assigning tasks between Authorized Users by the Customer.
  • Allocating and managing the pool of Units purchased under this Agreement so that the Customer may use such Units on the Website or Software for the benefit of Authorized Users as the Customer chooses, provided that the Customer always complies with the terms of this Agreement and that the Customer (and its Partners) may commercially exploit the Website or Software only in accordance with the License and these Terms and Conditions.
  • The grant of the License includes any act reasonably incidental to such use, including the creation of as many user accounts as are necessary solely to enable the use of the Software or the Website as permitted by the License and the maintenance of a reasonable number of user accounts.

The Customer may request Beta Features that they can access and use with their own customers and End Users. The Customer may submit feedback to Spotl via email at product@spotl.io to allow Spotl to continue to learn and develop these Beta Features.

The Customer's use of the Beta Features is not covered by the Support Services and Spotl provides no representations, warranties or guarantees of any kind regarding the functionality, quality, performance, suitability or adequacy of the Beta Features.

Spotl will provide access to and use of Spotl's APIs or transcription, translation, subtitling, post-editing services (according to the terms of this Agreement) for all uploaded video files. Spotl reserves the right to reject such files if, in its sole opinion, the quality of the recording is substantially degraded or impaired.

Integration of APIs or of the Software (if applicable) with other Software and services to produce Integrated Products.

If the Customer sells, licenses or provides an Integrated Product to an Authorized User, the Customer is authorized to sublicense the Software to the Authorized User to the extent necessary for the Authorized User to use the Integrated Product (for clarity, no sublicense rights are granted to the End User).

3. Restrictions

The Customer and Authorized Users may not use the Website or the Software or any information or materials provided by Spotl or obtained by Customer under this Agreement other than as authorized by this Agreement without Spotl's prior written approval.

The Customer shall:

ensure that its affiliates, Partners and End Users (if any) are bound by written obligations substantially reflecting the license and restrictions set forth in this Agreement (and provide written confirmation to Spotl upon Spotl's request) and make reasonable efforts to prevent any unauthorized access to or use of the Software or the Website and notify Spotl immediately upon becoming aware of any such unauthorized use.

The use of the Software or the Website by the Customer and Authorized Users is limited to the use of the Software or the Website in object code form only. The Customer shall not permit or facilitate any Authorized User or third party, in whole or in part, to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt, or make error corrections to the Software for any purpose, except as permitted by applicable law.

The Customer shall not (and shall ensure that Authorized Users do not) use, license or sell the Software as stand-alone products outside of the Integrated Products.

4. Term of the license

The License (including any use of the Software or the Website by Authorized Users permitted by the License) is valid during the Term and automatically terminates upon termination or expiration of this Agreement.

5. Units

As part of the License, the Customer shall purchase a specific number of monthly subscription Units or Professional Post-Editing Units, which shall be charged in accordance with the applicable Unit Rate as detailed in the Purchase Order.

6. Maintenance Releases (patches), Minor Releases and Major Releases

The Customer must ensure that, when available, they access the latest version of the Software or the Website.

Spotl will deploy a Maintenance Release of the Software or Website to quickly correct major malfunctions of the current version. Spotl shall ensure that no Maintenance Release shall materially affect the existing facilities or functions of the Software or the Website.

Spotl will regularly deploy Minor Releases. Depending on the amount and complexity of functionality provided in the Minor Releases, Spotl will strive to make three to four Minor Releases available to users per year.

Spotl will deploy Major Releases from time to time. Spotl will deliver, depending on the level of complexity and the extent of the update, a Major Release every twelve (12) to eighteen (18) months.

If the customer wishes to use the New Products that Spotl generally makes available to customers from time to time, such use shall be subject to an additional charge to be agreed with Spotl and recorded on a new or amended Order Form.

7. Payment

Details of the Total Fees payable by the Customer for the services provided by Spotl are set out on the Order Form and in this Agreement. Any discount agreed upon at the beginning of the services (as specified on the order form) applies only to the initial period.

All installation fees (as detailed in the Order Form) will be charged on the effective date. Thereafter, Spotl shall invoice the Customer in accordance with the billing frequency and business terms set forth in the Purchase Order.

If the Customer requires additional units, they will be charged for the additional units ordered in accordance with the additional unit rate as defined in the Order Form.

Payment of all Total Fees undisputed by the Customer must be made within the payment terms detailed in the Purchase Order from the date of receipt of the corresponding invoice.

The Customer shall notify Spotl in writing, within thirty (30) days from the date of receipt of the invoice, of any total charges they dispute, stating the details. In this case, the parties will make a good faith effort to resolve the dispute as soon as possible.

The Customer shall not be entitled, by reason of any set-off, counterclaim, abatement or other similar deduction, to withhold payment of any amount due to Spotl.

If the Customer fails to make any payment due to Spotl under this Agreement, Spotl reserves the right to charge interest on the overdue amount at the rate of 5% per annum above the prevailing Banque de France prime rate. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after due process of law. The customer will have to pay the interest together with the overdue amount.

All amounts payable under this Agreement are exclusive of VAT and any other taxes, duties, fees, licenses or levies now or hereafter charged on the Service. All these taxes charged on the services will be paid by the customer.

Spotl has the right to increase the unit rates on an annual basis. The first increase may be effective at the end of the Initial Term and each subsequent increase may be effective at the end of the corresponding Renewal Term. Increases will be based on the latest available figure for the average percentage increase in the Consumer Price Index (CPI) in Europe over the previous 12-month period. Prior to any increase in unit rates, Spotl shall provide the Customer with reasonable written notice of such increase.

Any invoice payable in foreign currencies will be invoiced at the current exchange rate to the Euro, as published by the Bank of France at the time the invoice is issued.

8. Intellectual Property

All pre-existing intellectual property rights owned by a party prior to the execution of this Agreement shall remain vested in that party, and nothing in this Agreement shall have the effect of assigning or transferring that party's intellectual property rights in the Products or Services to the other party.

All intellectual property rights of the API, the Software and the Website belong to Spotl. All intellectual property rights in audio or video files, transcripts and any customer-specific products belong to the Customer. Nothing in this Agreement shall have the effect of assigning or transferring in any way Spotl's right, title and interest in and to the Intellectual Property Rights in the Software or Website or Customer's own products, and neither party acquires any rights in the other party's Website or Software other than the rights expressly granted by this Agreement.

None of the intellectual property rights in Spotl's trademarks or brands shall be used by the customer without Spotl's prior written consent.

Customer acknowledges that: Spotl will use the audio or video files submitted by Customer to the extent necessary for the Website or the Software to produce subtitles; and Customer is responsible for retaining copies of its Audio or Video Files (including Customer's Personal Data) for backup purposes.

9. Warranties

Except as expressly set forth in this Agreement, all conditions, warranties or other terms that may be effective between the parties or implied or incorporated into this Agreement or any other collateral agreement, whether by statute, common law or otherwise, are hereby excluded.

Spotl guarantees to the customer that:

The Website or Software will comply in all material aspects to the specification of the Software for a period of 12 months immediately following the effective date of this Agreement.

It will perform all Assistance Services in accordance with industry best practices using resources with appropriate skills, qualifications and experience.

The Customer states and guarantees that themselves and their Authorized Users have all necessary rights to submit audio or video files to the Software for transcription and that it will use its best efforts to ensure that the submitted audio or video files do not infringe or violate the rights (including Intellectual Property Rights) of any person and do not contain offensive or defamatory content.

Spotl will apply industry best practices to ensure that it does not introduce viruses into the Website or Software, but Spotl cannot guarantee that the Website or Software will be virus-free.

The warranties set forth in this clause do not apply to any open-source Software contained on Spotl's Website and forming part of the Software ("Open-Source Software"). The Customer acknowledges that any Open-Source Software is provided "as is". With respect to the Open-Source Software, all conditions, warranties or other terms that might be effective between the parties or implied or incorporated into this Agreement or any collateral agreement, whether by statute, common law or otherwise, are hereby excluded, including any implied conditions, warranties or other terms regarding satisfactory quality, fitness for purpose or use of reasonable skill and care.

Each party guarantees to the other party that it has the power, capacity and authority to enter into the Agreement and that it has full and exclusive rights to grant or otherwise permit the use of its brands, licenses, products and services.

The Customer states and guarantees that it is the parent company of the Customer's group companies (if any).

The Warranties in this clause do not extend to the use of the Software or the Website by Authorized Users as part of an Integrated Product.

10. Remedies

If, during the Warranty Period, the Customer notifies Spotl in writing of a Defect resulting in a breach of Section 9 and such Defect is not the result of Customer, or any person acting under the authority of Customer, having: modified the Software or Website or Integrated Product; or used outside the terms of the License for a purpose or context other than the purpose or context for which it was designed; or used in combination with any other Software not provided by Spotl, or the Website or Software was not loaded on equipment specified by Spotl or appropriately configured, Spotl may, at its discretion, choose to:

replace or modify the affected portion of the Software or Website to bring it into compliance; or, where both parties agree, terminate access to the Software and discontinue associated support services, and refund the total fees paid by Customer for the affected portion of the Software or Website, less a reasonable amount for the Customer's use up to the date of termination

If, during the term of this Agreement, Spotl receives written notice from the Customer of a breach by Spotl of the warranty contained in Section 9, Spotl shall, at its own option and expense, cure such breach within a reasonable time after receipt of such notice, or immediately terminate this Agreement upon written notice to the Customer and refund to the Customer all sums paid by the Customer to Spotl under this Agreement in connection with the Support Services during the year in which the termination occurs, less a charge for the Support Services performed up to the date of termination. The Customer shall provide all information reasonably necessary to enable Spotl to comply with its obligations under this clause.

This clause 10 defines Spotl's entire liability for a breach of the warranties set out in clause 9.

11. Limitations of liability

11.1 Each party shall have unlimited liability under this Agreement for any loss or damage relating to:

  • any deception, theft, fraud or fraudulent misrepresentation by it or its employees, and in the case of the Customer, by any staff member.
  • death or personal injury caused by the negligence of the defaulting party.
  • breach of confidentiality obligations.
  • violation of the obligations of authorized use and access to the Software.

11.2 Neither party shall limit or exclude its liability where it is not permitted to do so by applicable law.

11.3 Subject to clauses 11.1 and 11.2, the parties fully exclude the following types of loss: loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss or corruption of data, loss of or damage to goodwill and indirect or consequential loss.

11.4 Except for the indemnity provided in clause 10 and subject to clauses 11.1, 11.2 and 11.3, Spotl's total liability in any Contract Year, whether in contract, tort (including negligence) or otherwise, arising out of or in connection with the Contract or any Collateral Agreement, shall not exceed 100% of the total Fees paid under the Contract in that Contract Year.

Except for the indemnity provided in Section 11.4 and subject to Sections 11.1, 11.2 and 11.3, the Customer's total aggregate liability in any Contract Year, whether in contract, tort (including negligence) or otherwise arising out of the Contract or any other collateral agreement, shall not exceed 100% of the total Fees paid or payable under the Contract in such Contract Year.

12. Confidentiality and Advertising

Each party agrees not to disclose at any time to any person any Confidential Information, except as permitted below, and to maintain its security in accordance with business best practices.

Each party may disclose the other party's Confidential Information:

  • to its employees, officers, agents or consultants (or those of its affiliates) who need to know such information in order to exercise the party's rights or fulfill its obligations under this Agreement. Each party shall ensure that its employees, officers, agents or advisors (or those of its affiliates) to whom it discloses the other party's Confidential Information comply with this clause as if they were a party to this Agreement.
  • to the extent required by law, a court of competent jurisdiction or any governmental or regulatory authority, to the extent necessary to comply with any such requirement, provided that, when authorized to do so, the party required to make such disclosure shall promptly notify and consult with the other party as to the timing and content of such disclosure.

Neither party will use the other party's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

The provisions of this section do not apply to Confidential Information that:

  • are or become generally available to the public through no act, omission or fault of any party;
  • were in the possession of the other party at the time of disclosure or receipt and was not acquired, directly or indirectly, under an obligation of confidentiality;
  • were, are, or become available to a receiving party on a non-confidential basis from a person who, to the knowledge of the receiving party, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
  • the parties agree in writing that they are not confidential or may be disclosed or is developed by or for a party independently of the information disclosed by the disclosing party.

Neither party shall make, or permit anyone to make, any public announcement disclosing the details of this Agreement or use the other party's name or any information acquired in the course of its relationship with the other party for advertising or marketing purposes without the prior written consent of the other party (except as may be required by law, governmental or regulatory authority, court or other competent authority). Notwithstanding the foregoing, both parties agree to use their best efforts to engage in co-marketing activities that benefit both parties in connection with the subject matter of this Agreement throughout the Term.

13. Term and Termination

This Agreement shall take effect on the Effective Date and shall continue for the Initial Term.

At the end of the Initial Term, the Contract will automatically renew for the following Renewal Periods, unless either party notifies the other of a termination.

Spotl may immediately suspend the provision of the Services if, in Spotl's reasonable opinion, the Customer is in breach of any applicable regulations or legislation or is infringing or violating the rights (including Intellectual Property Rights) of any person, or if Spotl has been instructed to do so by a court or other competent authority.

Spotl may suspend the provision of the Services:

  • due to an event contemplated in Section 14 that makes performance commercially impractical, including events resulting from actions or inactions of the Customer.
  • if the Customer has not paid the total undisputed charges within 30 days of their due date in accordance with Section 7.
  • due to a scheduled interruption of which the Customer has been informed in advance (and at least 24 hours before the scheduled interruption).
  • due to any emergency unavailability or unavailability suffered by Spotl's hosting provider.

Without affecting any other right or remedy available to it, either party may terminate this Agreement effective immediately by written notice to the other party if:

  • the other party commits a material breach of any other term of this Agreement, which breach is irreparable or (if such breach is curable) fails to cure such breach within a period of thirty (30) days after being notified in writing to do so.
  • the other party becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they become due or admits its inability to pay its debts or is deemed unable to pay its debts.
  • Either party may terminate this Agreement effective at the end of the Initial Term or any Renewal Term by providing at least 3 months written notice by email to unsubscribe@spotl.io prior to the end of the Initial Term or (if applicable) prior to the end of a Renewal Term

In the event of termination of this Agreement for any reason

  • all rights granted to the Customer and all activities authorized by Spotl under this Agreement shall cease with immediate effect.
  • If applicable, the Customer shall ensure that all copies of the Software in its possession or under the control of its Authorized Users have been deleted, and shall return to Spotl all Documentation, as well as any other material provided by Spotl during the term of the Agreement;
  • the parties shall return (and Customer shall ensure that Authorized Users return) all Confidential Information to the disclosing party, or, if the disclosing party consents, destroy the Confidential Information, such destruction to be certified in writing.
  • the customer shall immediately pay all sums due to Spotl under this Agreement.

Termination or expiration of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued to the date of termination or expiration, including the right to claim damages for any breach of the Agreement that existed on or before the date of termination or expiration.

In the event of termination or expiration of this Agreement, the following provisions shall remain in effect: Section 1 (Definitions), Section 8 (Intellectual Property), Section 11 (Limitations of Liability), Section 12 (Confidentiality and Publicity), Section 13 (Termination) and Section 14 (General).

14. General

In performing its obligations under this Agreement, each party shall comply with all applicable laws, statutes, regulations and codes in effect from time to time.

The Customer shall promptly (and in any event within five (5) days of a request by Spotl), provide such evidence as Spotl may reasonably request to demonstrate to Spotl's satisfaction that the Customer has sufficient financial ability to pay, and continue to be able to pay, all payments when they become due and payable to Spotl under the terms of the Agreement. In the event Spotl is not reasonably satisfied with the evidence provided by the Customer in accordance with this clause, Spotl may give thirty (30) days written notice to the Customer to terminate all or part of this Agreement.

The Customer may not assign this Agreement or any rights hereunder without the prior written consent of Spotl.

Spotl may novate this Agreement as a whole or assign or transfer its rights under this Agreement, in whole or in part, to an Affiliate or any entity or person to whom Spotl transfers all or any part of Spotl's business (and in the latter case, the part of Spotl's activity to which this Agreement relates). In the event of a novation, the Customer agrees to enter into, within fourteen (14) days of a request by Spotl, a novation deed on such terms and conditions as Spotl reasonably requires to give effect to a novation under this clause.

The failure of either party to assert or exercise at any time or during any period any term or right under this Agreement shall not constitute or be construed as a waiver of such term or right and shall not affect the right of such party to assert or exercise such term or right thereafter.

If any provision of this Agreement is held to be illegal, invalid or unenforceable under applicable law, such provision shall, to the extent severable from the other provisions, be deemed omitted from this Agreement and shall not affect the legality, validity or enforceability of the remaining provisions.

This Agreement may be executed in counterparts, each of which, when executed and delivered, shall constitute a duplicate original, but all of which together shall constitute one and the same Agreement.

Nothing in this Agreement is intended to, or shall be deemed to, establish a partnership or joint venture between the parties, constitute a party as an agent of another party, or authorize a party to make or enter into any commitments for or on behalf of another party.

A person who is not a party to this Agreement shall have no right on the contracts to enforce any term of this Agreement, but this shall not affect any rights or remedies of a third party that exist or are available outside of this Act.

Neither party shall be in breach of this Agreement or liable for any delay in performance or failure to perform any of its obligations under this Agreement (other than the Customer's payment obligations) if such delay or failure to perform results from an event of force majeure. If the period of delay or non-performance continues for four (4) weeks, the unaffected party may terminate this Agreement by giving thirty (30) days written notice to the affected party.

This Agreement contains all of the terms and conditions agreed to by the parties with respect to its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or written, that relates to such subject matter. No representation, undertaking or promise shall be deemed to have been given or implied from anything said or written in the negotiations between the parties prior to this Agreement, except as expressly stated in this Agreement. Neither party shall have any remedy with respect to any misrepresentation made by the other party and relied upon by such party in entering into this Agreement (unless such misrepresentation was made fraudulently) and such party's sole remedies shall be breach of contract as provided in this Agreement.

The parties shall, at the reasonable expense of the requesting party, do and perform such other acts and things as are reasonably necessary to give full effect to the rights granted and transactions contemplated by this Agreement.

No changes will be made to the Services or this Agreement without the prior written consent of both parties. When changes are requested, Spotl has the right to revise the agreed fee to reflect the impact of the proposed change.

Any notice given to a party under or in connection with this Agreement shall be in writing and sent by e-mail to legacy@spotl.io (for Spotl) and to the e-mail address specified in the "Customer Contact Details" section of the Order Form (for the Customer). Any notice shall be deemed to have been received, if sent by email, at 9:00 a.m. on the business day following transmission. This does not apply to service of process or other documents in any legal action or, if applicable, arbitration or other dispute resolution method.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

The parties irrevocably agree that the French courts shall have exclusive jurisdiction to settle any dispute or claim arising out of this Agreement or its subject matter or formation (including non-contractual disputes or claims).

15. Support

The Customer shall promptly notify Spotl of any defect of which it becomes aware by email to support@spotl.io (and, upon such notification, shall provide such information as Spotl reasonably requests).

In the event that the Customer notifies Spotl of a Defect by telephone, the Customer shall as soon as possible provide written details of such Defect by e-mail to support@spotl.io and Spotl shall confirm receipt by e-mail.

Defects must be reproduced by the customer with the latest version of the Software or Website before being reported to Spotl. Defects will only be recorded and reviewed if the following conditions are met:

Problematic audio and video files/streams are validated as compliant with the input standard detailed in the Software or Website specification.

The browser used and its version are referenced in the list of compatible browsers with Spotl.

The browser version was provided to Spotl.

The file in error, or the access to the reproduction environment of the Customer is made available to Spotl.

Spotl will record the details of the Defects and classify each Defect as "major", "medium" or "low" in accordance with the "Defect Classification Table" shown below. In the event of a disagreement regarding the severity of a reported Defect, the parties agree to schedule a conference call between at least one senior representative from each party as soon as possible to resolve the disagreement. Spotl's decision in such circumstances will be final.

Spotl shall use reasonable efforts to resolve or repair each reported Defect by providing a Defect Correction in accordance within the targeted deadline.

Spotl shall use reasonable efforts to keep the Customer regularly informed of its progress in correcting defects in accordance with the above paragraph. In the event that Spotl believes that it will not be able to meet the target deadlines, Spotl will notify the customer as soon as possible and senior representatives of each party will discuss measures to mitigate the impact of that failure to meet the target deadlines may have on the customer's use of the Software or the Website.

The Customer is responsible for supporting End Users and integrating with other components of its own system at all times.

Defect classification and timeframes:

Incident severityDescriptionTarget response time.Workaround

The error has minimal impact on the Software's ability to produce transcripts, translations, and subtitles; a locally identified workaround exists.3 business daysIn a later version in accordance with paragraph 6 of this document.

The Software's main functionality for producing transcripts, translations and subtitles repeatedly fails on multiple source files. A workaround is available.1 business dayReasonable efforts will be made to provide a remedy within 5 business days that corrects the Medium-level error

The core functionality of the Software to produce transcripts repeatedly fails on multiple source files. There is no workaround available.4 Business HoursReasonable efforts will be made to provide a remedy within 2 business days that corrects the Major-level error.

Software corrections
Corrections will be sorted by Spotl and prioritized for an appropriate future release. The update schedule of Spotl operates at a minimum rate of 4 months. When a service is severely affected, maintenance patches will be provided outside the standard release schedule, if mutually agreed.

16. Exceptions

Spotl has no obligation to provide support services when Defects result from:

  • misuse, misapplication or damage to the Software or the Website, whatever the cause (other than an act or omission of Spotl).
  • a failure to maintain the environmental conditions necessary for the use of the Software or the Website
  • the use of the Software or the Website in combination with any equipment or Software not provided by Spotl or not designated by Spotl for use with any Integrated Product
  • the maintenance of the Software or the Website by a third party
  • any modification or alteration of the Software or the Website unauthorized by Spotl, resulting in a deviation from the specification of the Software or the Website.

17. Service Levels

Spotl will use reasonable efforts to ensure that Cloud Services are available at least 99.9% per month.

Cloud Services are considered "available" when there are no Major Severity Defects (as defined in Section 15).

In case of unavailability of the Cloud Services, the unavailability time will be calculated from the moment the Customer reports the unavailability of the Cloud Services to support@spotl.io.

Downtime due to the Customer's acts or omissions, failure to follow Spotl's Cloud guidelines, force majeure events, notified scheduled downtime, hackers or virus attacks, emergency maintenance, or any of the circumstances set forth in Section 16, shall not be included in the uptime calculation.

Spotl reserves the right to make reasonable changes to this calculation method from time to time.