Terms of Service
Last Update: March 2022
Your use and/or supply of the Services (as defined below), as applicable, is governed by these Terms of Service and all terms, policies, and guidelines incorporated into the Terms of Service by reference (collectively, the “Agreement”). Please read the Agreement carefully.
If you do not agree to this Agreement, you should not provide the Company with any information and not use and/or supply the Services in any way. The use and/or supply of Services by you are conditional on your acceptance without modification of this Agreement. Your continued use and/or supply of the Services or your use of the Website (as defined below) will signify your acceptance of this Agreement. In addition, when using and/or supplying any particular Service, you may be subject to any posted guidelines, rules, product requirements, or sometimes additional terms applicable to such Services. All such guidelines, rules, product requirements, or sometimes additional terms are hereby incorporated by reference into this Agreement. Kindly note that this Agreement may be changed at any time by the Company at its sole discretion. Such change will be effective 10 days following the posting of the revised Agreement on the Website and your continued use of the Website thereafter means that you accept those changes. It is your sole responsibility to check, from time to time, and agree to the then-current version of this Agreement each time you wish to order and/or supply Services from and/or to the Company, as the case may be. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.
All capitalized terms shall bear the meanings ascribed to such terms as detailed herein:
1.1. “Affiliate” means with respect to any entity, any other person or entity, directly or indirectly controlling or controlled by or under common control with such entity, including, without limitation, a direct or indirect wholly-owned subsidiary of such entity, but only for so long as such control exists.
1.2. “GetBlend” or “Company”, formerly known as “One Hour Translation”, means GetBlend Inc., incorporated in Delaware, and its Affiliates, in the event and to the extent such Affiliates provide or license the Services.
1.3. “Materials” means any content the User sent to the Company for translation and/or localization, (including, without limitation, any information, data, text, photographs, videos, audio clips, written posts and comments, scripts, and graphics), that User or any of User’s salespersons, employees, contractors, or agents adds, creates, submits, distributes, uploads, posts, transmits or otherwise disseminates (or is added, created, uploaded, submitted, distributed or posted on User’s behalf) through the Company and its Service.
1.4. “Minimum Fee” means the minimum amount that shall be deposited by the User in its Account for use as a Service fee or as Deposited Amounts (as defined below). The Minimum Fee may be amended from time to time by the Company, at its sole discretion.
1.5. “Order” means any order of Service submitted by the User, and acknowledged by the Company, which may be made via the Website or in writing (via email correspondence).
1.6. “Subscription Services” means any additional services or features besides the Translation and/or Localization Services, provided by Company, either directly or via the Service Providers under this Agreement.
1.7. “Services” means any Translation and/or Localization Services and Subscription Services provided under this Agreement to the User. Additional information about the Services and their features is available at https://www.getblend.com/.
1.8. “Service Providers” means third-party entities and/or agencies who provide Services as independent freelancers or independent contractors or independent suppliers of the Company. For clarity, Service Providers are not employees of the Company.
1.9. “Translated and/or Localized Works” means any material translated, localized, converted or created by the Company’s Service Providers, based on User’s Materials and/or Orders.
1.10. “Translation and/or Localization Services” means any translation and/or localization services provided to the User by the Company or Service Providers under this Agreement.
1.11. “User” means the legal entity requesting to use the Services by accepting this Agreement.
1.12. “we” “us”, and “our” mean the Company.
1.13. “Website” means the Company’s online portal and platform where Users and/or Service Providers can access their Account, initiate and/or receive Orders, and where Users can access the Service, available at https://www.onehourtranslation.com and/or www.getblend.com and/or https://app.getblend.com, website and domain name and all other websites and domain names affiliated with Company and any other linked pages, features, content or application services offered in connection therewith by the Company.
1.14. “you”/ “your” means User or Service Provider, as the case may be.
Each section of this Agreement applies to both the User and the Service Provider unless specifically stated otherwise.
- About the Company
The Company provides Services globally by using Service Providers in various countries and languages. Services may also be provided to Users by using third-party agencies. Services may be provided on a one-time basis or on a recurring basis. Subject to your compliance with all terms and conditions in this Agreement, the Company grants you for the term of this Agreement a limited, personal, non-exclusive, non-sublicensable, royalty-free, non-transferable (except as provided in this Agreement) license to access and use the Services, including access to the Website, only in connection with the Services. Except as expressly and unambiguously granted herein, no right or license is granted to you. The Services are owned and operated by the Company and the visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Services provided by the Company are protected by all relevant intellectual property and proprietary rights and applicable laws. The Company reserves all rights not expressly granted herein.
- Use of Our Services and Our Website
3.1. To access the Services, you will be asked to create an account and to enter your individual email, username, and password, as chosen by you during your registration (“Account”). When creating your Account, you must provide accurate and complete information. Therefore, the Company does not permit any of the following:
Any other person sharing your Account and password;
Any part of the Website being cached in proxy servers and accessed by individuals who have not registered with the Company as users of the Website; or
Access through a single Account and password being made available to multiple users on a network.
3.2. You agree not to create an Account for anyone else or use the Account of another without their permission. If the Company reasonably believes that an Account and password are being used/misused in any manner, the Company shall reserve the right to cancel access rights immediately without notice, and block access to all users from that IP address. The Company reserves the right to reject any username selected by you and/or revoke your right to any previously selected username and give such username to any other person or entity, at the Company’s sole discretion and without any liability to you. Furthermore, you shall be entirely responsible for any and all activities that occur under your Account. You agree to notify the Company immediately of any unauthorized use of your Account or any other breach of security. The Company will not be liable for any loss that you may incur as a result of someone else using your password or Account. If messages sent to an email address provided by you and associated with your Account are returned as undeliverable or wrong address, the Company reserves the right to terminate your Account immediately with or without notice to you and without any liability to you or any third party. If you wish to delete your Account, you may send an email request to the Company at email@example.com.
3.3. Age Restrictions:
Use/provision of the Services is strictly prohibited to any person under the legal age in his/her country of domicile, and to any person under the age of 18. If you misrepresent your age, your registration as a User and/or Service Provider of the Services will be canceled. By using the Website and providing/using the Services, you confirm and covenant that you meet the aforementioned age restriction requirements.
3.4. Representations and Warranties: By using/providing the Services, you further acknowledge, covenant, represent, and warrant as follows:
3.4.1. If you are a corporation, (a) the corporation is duly incorporated, validly existing and in good standing; has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; and the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by requisite corporate action; and (b) the execution, delivery, and performance of this Agreement shall not constitute a violation of any judgment, order or decree or a default under any contract by which you are bound.
3.4.2. Services fees shall be paid by User in advance, in the amount set forth and acknowledged by User upon registering for the applicable Service, unless otherwise agreed to between the User and the Company in writing. Service fees can be found on the Pricing page at the URL https://www.getblend.com/translation-price/. In addition, the User may deposit amounts to its Account in advance, and the User may use these amounts for future Services (“Deposited Amounts”). In no event Services fee nor the Deposited Amounts shall be less than the Minimum Fee. The Company may add to any Services fee or Deposited Amounts paid by the User an additional processing fee. In order to qualify for a refund and/or credit due to the quality of the Translation and/or Localization Services provided, the User should process a qualifying refund request through the Company’s support team no later than 3 months following the date on which User received the Translation Services from us. Subject to the aforementioned, User agrees that once a Translated and/or Localized Work is submitted to it, the respective portion of any Translation Services package that User may have purchased from the Company shall be considered exploited and shall become non-refundable for any reason.
3.4.3. In order to qualify for a cash refund for any unused balance of the User, the User should process a qualifying refund request through the Company’s support team no later than 12 months following the date of the payment to the Company. The Company will deduct 5% of the amount as manual handling fees. Refunds will be processed for amounts exceeding the Minimum Fee only.
3.4.4. Any Services purchased by User are prepaid unless otherwise agreed to between the parties in writing.
3.4.5. The Company may offer, from time to time and at its sole discretion, discounts, vouchers, coupons, or any other type of benefits for purchases and/or usage or any other account activity of the User (“Benefits”). The terms for these Benefits will be set at the Company’s sole discretion.
3.4.6. In order to sustain the Services, it is important that the User honors the payment obligations to which it has agreed. Accordingly, the Company reserves the right to pursue any amounts the User fails to pay in connection with the Services. User will remain liable to the Company for all such amounts and all costs incurred by the Company in connection with the collection of these amounts, including, without limitation, collection agency fees, reasonable attorneys’ fees, and arbitration or court costs.
3.4.7. The Company reserves the right to modify its fees and charges at its sole discretion and/or to introduce new charges at any time by electronic mail and/or by updating the fees section on the Website. Any fees and charges provided to you by electronic mail are confidential, and you agree not to disclose them to any third party. The Company’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
3.4.8. User hereby grants the Company and any of its agents and Service Providers who work on its behalf for the purpose of providing the Service, a license to translate, modify (in order to make it compatible with the Services), distribute, prepare derivative works of, display, perform and reproduce your Materials and otherwise act with respect to such Materials, in each case to enable us to provide the Services. If User shares its Materials with other users through the Services (“Shared Content”), then User grants the Company the licenses above, as well as a license to display, perform, and distribute User’s Shared Content for the sole purpose of making that Shared Content accessible to such other users and providing the Services necessary to do so. Also, the User grants such other users a license to access that Shared Content and to use and exercise all rights in it, as permitted by the functionality of the Services. User agrees that the licenses it grants to the Company are non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, transferable, and worldwide. The Company reserves the right to remove, monitor, censor, edit and/or delete your Materials and Shared Content at any time, for any reason, without prior notice to the User, including, without limitation, if it believes, in its sole discretion, that such Materials/Shared Content violates this Agreement. Users understand that whether or not such Materials and Shared Content are published, we do not guarantee any confidentiality with respect to any Materials and Shared Content. User shall be solely responsible for its Materials and Shared Content and the consequences of posting, publishing, or uploading them. User represents, warrants, and covenants that it: (a) has all necessary rights to grant the foregoing license, and to use all intellectual property rights in and to such Materials/Shared Content and allows the Company to use the name, likeness, and identifying information of any identifiable person in User’s Materials/Shared Content in the manner contemplated by this Agreement; and (b) will pay all royalties and other amounts owed to any third party due with respect to its Materials/Shared Content, to the extent applicable.
3.4.9. You agree that you will not display, post, submit, publish, upload or transmit any content (including, with respect to Users, any Materials/Shared Content) that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is inappropriate; (vii) involves theft or terrorism; and/or (viii) is otherwise malicious or fraudulent.
3.4.10. The Company reserves the right to change, suspend, or discontinue temporarily or permanently, some or all of the Services with respect to any or all users, at any time without notice. You acknowledge that the Company may do so at its sole discretion.
The Company reserves the right, at any time and without prior notice, to remove or disable access to any user content, third party materials, and any user submissions, that the Company, in its sole discretion, considers to be in violation of this Agreement or otherwise harmful to the Website or Services.
3.4.11. User Proprietary Rights: The Company agrees and declares that the User Content and any and all patents and other rights in connection therewith shall be the sole property of the User and its assigns. It is the User’s responsibility to keep records of the Content and the Service.
3.4.12. You acknowledge and agree that, notwithstanding anything else, the Company may generate and maintain Aggregated Anonymous Data (as defined below), and, during and after the term of this Agreement, freely use and make available Aggregated Anonymous Data for the Company’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing the Company’s products and services). “Aggregated Anonymous Data” means data submitted to, collected by, or generated by the Company in connection with your use/provision of the Services (as applicable), but only in aggregate, anonymized form which cannot be linked specifically to you, your users, or any individual.
3.4.13. You will not resell or offer the Services and/or the Translated and/or Localized Works to any third party without the Company’s express written authorization.
3.4.14. You will only use the Website and the Services in a manner that is commercially acceptable, reasonable, and lawful, according to all applicable laws and regulations.
3.4.15. You will adhere to our user policies and any other terms and conditions which relate to your usage/provision of the Services. User will not contact any Service Provider, and Service Provider will not contact any User, directly without the use of our Website and Services, and will not transmit junk messages, advertisements, or any type of solicitation whatsoever to any Service Provider/User or any other user of the Website and the Services.
3.4.16. You shall not negotiate the fee or otherwise discuss the fee for the Services with another User or with a Service Provider, either directly or indirectly, whether inside or outside of the Website, prior, during, and/or following the creation, progress, and delivery of a Services. This also applies to any project that was closed without translation results delivered by the Service Provider. We believe that our fees are fair and justified for the Services we provide, and therefore do not tolerate the aforementioned activity.
3.4.17. Any Translated and/or Localized Works or materials which Service Provider provides under the Services, will not in any way infringe the third party intellectual property rights. Service Provider will not in any way copy, modify, publish, transmit, display, sell, distribute, or reproduce copyrighted material, trademarks, or other protected proprietary information without the express written consent of the owner of such materials.
3.4.18. You will not communicate with any User/Service Provider in an unlawful or offensive form, including without limitation in a defamatory, slanderous, offensive, inaccurate, abusive, profane, obscene, sexually offensive, threatening, harassing discriminatory or similar form, and will not send to User/Service Provider any illegal or offensive material, including but not limited to nude photos of yourself or others, pornographic photos or images and/or any other type of unlawful or obscene material. The Company reserves the right to remove from the Website any Material, Shared Content, or Translated and/or Localized Works which the Company determines, in good faith, to be illegal, offensive, defamatory, slanderous, or otherwise unacceptable to the Company, without notice.
3.4.19. You will not use the Website for any purpose other than for receiving Services or providing Services.
3.4.20. Any unlawful and/or unauthorized use of the Website or the Services, including by collecting usernames and/or email addresses of other Users or of Service Providers, by electronic or other means, for the purpose of sending unsolicited emails, forwarding commercial or business offers, and/or unauthorized framing of or linking to the Website will be investigated, and appropriate legal action will be taken, to the extent necessary.
3.4.21. You will defend, indemnify, and hold harmless the Company, its officers, directors, employees, agents, Affiliates, other Service Providers, and other Users for any damages, losses, costs, liabilities, third party suits, and expenses (including reasonable attorney’s fees) relating to or arising out of your use of the Website or Services, and for any breach by you of the terms of this Agreement and/or other terms and conditions posted on the Website from time to time.
3.4.22. You acknowledge that you may be involuntarily exposed to offensive or obscene materials that may be posted on the Website by other Users, Service Providers, or hackers who may unlawfully gain access to the Website. The Company will make commercially reasonable efforts to prevent any hacking of its Website and to remove any infringing or unlawful material from its Website promptly after it comes to its attention. However, the Company shall not be responsible for third party use of any personal or private, and/or confidential information that you choose to display or publish or distribute on our Website or by using the Services.
3.4.23. The Company reserves the right and shall use good faith efforts to monitor, from time to time, at the Company’s discretion, the activity and the material posted on public areas of the Website. Notwithstanding the foregoing, the Company does not monitor, control, or edit any communication between its Users or between Users and Service Providers, and such communication shall be made at your own risk and may occasionally be offensive to you. You assume full responsibility and all risk by using/providing the Services and using the Website.
3.4.24. Your profile information, as well as your photo, may be displayed to any and all Users or Service Providers. If you post personally identifiable information in areas of the Website accessible to Users and/or to Service Providers, you should be aware that such information can be read, collected, or used by them, and could be used improperly (including, for example, for the purpose of sending you unsolicited messages). We are not responsible for the personally identifiable information you choose to submit on our Website or for any direct or indirect damage or loss that may be incurred as a result.
3.4.25. Under no circumstance will the Company be responsible for any loss or damage resulting from your use of the Website or the Services, or from your reliance on content or material transmitted to you by other Users or by Service Providers.
3.4.26. The User acknowledges and agrees that while the Company strives to provide you with exceptional Services and uses its best efforts to encourage the Service Providers to provide you with such, it has no control over the quality of the Services provided by the applicable Service Provider.
3.4.27. You will not use any automated collection mechanism or any manual process to monitor or copy the web pages comprising the Website or any content contained therein without the prior written permission of the Company. In addition, you will not use or launch any automated system (including without limitation, “robots” and “spiders”) to access the Website.
3.4.28. You will not create multiple Accounts to avoid fees, suspension, or bad ratings on the Company. In the event that you do, you will indemnify and hold the Company harmless for any losses, damages, costs, or expenses incurred as a result.
3.4.29. You will not contact other Users or Service Providers and/or translation and/or localization companies through our Website or through information gained from our Website with the intent of subverting them from using our Website or our Services.
3.4.30. You may, at your discretion, provide feedback, suggestions, improvements, enhancements, and/or feature requests to the Company with respect to its use/provision of the Services (“Feedback”). In such case, such Feedback shall be deemed the exclusive property of the Company, and you hereby irrevocably transfer and assign to the Company all intellectual property rights to the Feedback and waives any and all moral rights or economic rights that you may have in respect thereto. The Company reserves the right to take legal actions if it believes such Feedback may damage its reputation.
3.4.31. In addition to any rights granted with respect to User’s Materials and/or Shared Content or Translated and/or Localized Works under this Agreement, the Company may use User’s/Service Provider’s name, trade names, trademarks, and logo for the purposes of marketing (e.g., identifying you as a Company customer) and in order to provide the Services.
3.5. Service Provider Additional Representations and Warranties:
In addition to the abovementioned warranties stated in Section 3.3, Service Provider represents and warrants as follows: (i) it has full power and authority to enter into and perform its obligations under this Agreement; (ii) this Agreement is a legal, valid, and binding obligation of Service Provider, enforceable against it in accordance with its terms and will not violate any material contract to which Service Provider is a party; (iii) Services shall be performed by Service Provider exclusively, and not by third party employees/freelancers of the Service Providers; (iv) Service Provider has the skill, expertise and the experience to provide the Services and that such Services shall be provided in a manner which is commensurate with best practices available in the industry, pursuant to Company’s instructions from time to time and within the timeframe requested by the Company or the User; (v) Service Provider will not use Google translate or similar machine translation tools or platforms for the purpose of performing the Services; (vi) Service Provider will immediately and as soon as practically possible inform the Company in the event that it receives any material for localization or translation purposes or any other purpose which includes content which is offensive, discriminatory, defamatory, obscene or unlawful and will not provide any Services with respect to such material; (vii) Service Provider will perform its duties and obligations under this Agreement with the highest degree of professionalism; and (xiii) Service Provider will only sign a project and request compensation for it after uploading the finalized Translated and/or Localized Work to the Company’s portal.
For clarity, this Agreement does not obligate the Company or any of its Affiliates to order any Services from the Service Provider at any time.
3.5.1. Service Provider as an Independent Contractor
The Service Provider will function as an independent contractor and not as an employee or agent of the Company or any of its Affiliates. The Services shall be provided by the Service Provider only, and not by third-party providers/employees of the Service Provider. This Agreement does not create any actual or apparent agency, partnership, franchise or relationship of employer and employee between the Service Provider and the Company. Service Provider shall not be entitled to any remuneration, benefits, or expenses other than as specifically provided for in this Agreement. Service Provider acknowledges that it has no right to or interest in products resulting from the Services provided hereunder, or any of the documents, Translated and/or Localized Work, reports, or other materials created by the Service Provider in connection with such Services and that and all intellectual property rights related therein will constitute “works made for hire” by Service Provider for Company (collectively, “Proprietary Materials”). Service Provider shall not be entitled, and hereby waives now and/or in the future, any claim, to any right, compensation, royalty, and/or reward in connection with said Proprietary Materials.
3.5.2. The Service Provider will perform the Services to comply with the Company’s Quality Policy to meet the quality levels of each project. The Service Provider will perform the work in a professional manner and will follow any special instructions or requirements provided. The submission of any form of machine translation or neglected translation may lead to immediate termination.
3.5.3. The Service Provider accepts the Company’s “Leveling System,” based on performance.
3.5.4. The Service Provider will use the Company’s direct communication for any communication with the User and discuss content relevant to performing the Service only.
3.5.5. The Service Provider shall perform his role in the best interest of the Company and shall notify immediately of any issue proactively.
3.6. Service Provider Fees: As part of the registration process on the Website, the Service Provider will be required to link a Paypal or a Payoneer account to its Account, into which payments due to Services provided by it, can be deposited. The Company may add or remove payment methods of the Website, at its sole discretion.
Any payments due and payable by the Company for each provided Service will be made according to the Company’s pricing and fees schedule, which will be available to Service Provider before it decides to take or reject a project. The number of projects that the Service Provider decides to take, or reject may, in addition to other parameters, influence its internal Company score.
When Service Provider submits Translated and/or Localized Work on the Company’s online portal, it will receive credits for the Service provided, which will be added to its Account, according to a schedule determined by the Company. Once it reaches the required minimum threshold to withdraw payment, it may ask the Company to convert its earned Company credits into cash. The minimum threshold amount to convert credits into cash may change from time to time but shall not be lower than US$ 20 per payment. The maximum amount to convert credits into cash may change from time to time but shall not be more than US$ 5,000 per payment and US$ 10,000 per month. Payments shall be made by the Company within 30 days of the end of the month on which the Service Provider requests the Company to convert its credit to cash. In the event that Service Provider wishes to receive payment earlier than the aforementioned timeframe, it may incur early withdrawal fees and/or manual handling fees as determined by the Company from time to time.
The Service Provider agrees that it can ask the Company to convert its earned credits into cash within up to 24 months of the date on which the last Translated and/or Localized Work was submitted by it into the Company’s online portal. After the aforementioned timeframe, payments for provided Services earned but not asked to be converted to cash and paid to the Service Provider through the Company’s system, shall no longer be due or payable by the Company.
The Company reserves the right to reduce the Company credits from the Service Provider’s account, for any reason, without prior notice to you, including, without limitation, if it believes, in its sole discretion, that the Service Provider provided low quality of the Services and/or has violated this Agreement.
- Warranty Disclaimers, Limitation of Liability, and Indemnity
4.1. YOU EXPRESSLY AGREE THAT YOU ARE USING/PROVIDING THE SERVICES AT YOUR OWN RISK. NEITHER THE COMPANY NOR ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, OR LICENSORS WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICES, OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT PROVIDED THROUGH THE SERVICES. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES EXPRESS OR IMPLIED, WITH RESPECT TO ANY INFORMATION, SERVICES, PRODUCTS, AND MATERIALS, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THE WEBSITE IS ACCURATE, COMPLETE, OR CURRENT.
4.2. THE COMPANY DOES NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT THAT APPEARS IN THE MATERIALS, SHARED CONTENT, TRANSLATED AND/OR LOCALIZED WORKS AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO, AND DISCLAIMS ALL LIABILITY FOR, ANY SUCH CONTENT. YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY SHALL NOT BE RESPONSIBLE FOR THE MATERIALS, SHARED CONTENT TRANSLATED, AND/OR LOCALIZED WORKS OR CONDUCT (INCLUDING DEFAMATORY, OFFENSIVE, ILLEGAL, OR NEGLIGENT CONDUCT) OF ANY WEBSITE USER AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOUR RELIANCE ON, OR USE OF, ANY OF THE MATERIALS, SHARED CONTENT, AND TRANSLATED AND/OR LOCALIZED WORKS IS AT YOUR SOLE RISK. IF YOU HAVE A DISPUTE WITH ANY WEBSITE USER OR OWNER IN CONNECTION WITH THE WEBSITE OR ANY OF THE MATERIALS, SHARED CONTENT, AND TRANSLATED AND/OR LOCALIZED WORKS, YOU AGREE THAT THE COMPANY IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. THE COMPANY RESERVES THE RIGHT BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.
4.3. THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE/PROVISION OF THE SERVICES OR FROM THE COMPANY’S ACCOUNT SUSPENSION OR TERMINATION OF SERVICES, INCLUDING, WITHOUT LIMITING, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, AND/OR SPECIAL DAMAGE, EVEN IF THE COMPANY KNEW OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4.4. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY TO YOU OR ANY OTHER THIRD PARTY BY THE COMPANY AT ANY TIME AND FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO: (A)IN CASE OF LIABILITY TO USER – THE GREATER OF US$ 1,000 OR THE TOTAL FEES USER PAID FOR THE SERVICES DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE LIABILITY EVENT; AND (B) IN CASE OF LIABILITY TO THE SERVICE PROVIDER – THE GREATER OF US$ 1,000 OR THE TOTAL FEES PAID FOR THE APPLICABLE TRANSLATED AND/OR LOCALIZED WORKS WHICH GAVE RISE TO SUCH CLAIM.
4.5. You agree that any cause of action that you may have arisen out of or related to the Website and/or Services must commence within 1 year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
4.6. You will indemnify, defend, and hold harmless the Company and its Affiliates from and against any and all payments, costs, expenses, losses, claims, damages, and suits arising in any way from (i) your violation of this Agreement, including your breach of obligations under Section 3 to this Agreement; (ii) your use of, or inability to use, the Website; (iii) your Materials, Shared Content and/or Translated and/or Localized Works; and/or (iv) your interaction with any Website user. Your indemnity obligations shall survive the termination of this Agreement.
- Term and Termination
5.1. The term of this Agreement shall commence upon registering for an Account with the Website.
5.2. Termination for convenience:
5.2.1. User may terminate the Agreement without cause: (a) immediately upon written notice, to the extent it has purchased the Translation Services; or (b) by sending us prior written notice of 3 months, to the extent it has purchased the Subscription Services. Following the User’s termination of this Agreement, it shall immediately pay the Company any amounts owed to the Company through the effective date of termination, plus any future amounts due as part of a purchased Subscription.
5.2.2. Service Provider may terminate the Agreement without cause provided that it has no Services to provide.
5.2.3. The Agreement may be terminated by the Company at any time and for any reason.
5.3. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within 30 days of receipt of such notice.
5.4. Without limiting the foregoing, the Company may suspend or limit the access to:
5.4.1. The User’s Account and Services if its Account is in default in its payment’s obligations herein for more than 60 days.
5.4.2. The User’s/Service Provider’s Account if User/Service Provider use/provision of the Services results in (or is reasonably likely to result in) damage to or material degradation of the Services which interferes with Company’s ability to provide access to the Services to other customers; provided that: (a) Company shall use reasonable good faith efforts to work with User/Service Provider to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, Company shall use commercially reasonable efforts to provide notice to User/Service Provider describing the nature of the damage or degradation; and (c) Company shall reinstate User’s/Service Provider’s access to its Account, as applicable, if it remediates the issue within 30 days of receipt of such notice.
5.5. The Company shall be entitled to terminate the Agreement for Cause (as defined herein), by written notice to the Service Provider which shall take effect immediately. The term “Cause” shall mean (a) breach of NDA (as defined below); or (b) breach of Service Provider’s warranties hereunder. In the event of termination of the Agreement for Cause by the Company, Service Provider shall not be entitled to any remuneration from the Company and shall indemnify and hold the Company harmless from and against any damages, losses, costs, and expenses, including without limitation, reasonable legal fees and costs incurred due to the Company’s termination of this Agreement for Cause. Upon termination or expiration of this Agreement and/or as otherwise requested by the Company, Service Provider shall promptly deliver to Company any work product and/or deliverables created hereunder as part of the Services up to that point.
5.6. Upon any termination of this Agreement, the Company shall not be liable to User/Service Provider or any third party for termination of the Services, limiting the access to the Account, or any part thereof, and User/Service Provider shall cease all use of the Website and the access to the Account.
5.7. Upon termination of this Agreement, the Company shall not be liable to you or any third party for termination of the Services, or any part thereof. Upon termination of this Agreement, User/ Service Provider shall cease all use of the Website and the Account.
5.8. If the User decides to terminate the Agreement, as a set force in Section 5.2, no refunds will be issued. In no event shall any termination relieve the User of the obligation to pay any fees payable to the Company for the period prior to the effective date of termination. Notwithstanding the above, if the User chose to terminate the Subscription Services without cause, as set forth in Section 5.2, then the User may continue to use its remaining Account balance (if any) solely for purchasing additional Translation Services, for a period of up to 24 months from the date of each applicable deposit from such remaining amounts.
5.9. After 24 months of no activity in the User’s Account, the Account will become inactive and the balance, if any, will be removed and canceled.
5.10. Any section which by its nature should survive termination or expiration of this Agreement shall so survive.
You may not assign, directly or indirectly, all or part of your rights or obligations under this Agreement without the prior written consent of the Company. Any attempt to assign your rights or obligations hereunder shall be null and void. The Company may assign this Agreement, including to a Company Affiliate, at any time without consent.
- Entire Agreement, Law, and Jurisdiction
7.1. This Agreement constitutes the entire understanding between the parties relating to the subject matter and supersedes all prior communications, contracts, or agreements between the parties whether oral or written.
7.2. This Agreement may only be amended with the express written consent of both parties. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.
7.3. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its rules of conflict of laws. Any disputes or legal proceedings arising out of or relating to this Agreement shall be resolved exclusively by the competent courts of Tel Aviv, Israel, and both parties consent to the jurisdiction of such courts with respect to any such action. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys’ fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.
All intellectual property rights in the provided Service will be assigned to the User. The User is responsible for keeping the User’s Materials and the materials provided as part of the Service.
As part of providing the Services, the Company discloses the User’s Materials to its Service Providers and employees. It is the User’s responsibility to edit and/or remove any confidential or personal information in the Materials if you do not wish to disclose that information.
Copyright Policy. It is our policy to respect the legitimate rights of the copyright and other intellectual property owners, and we will respond to clear notices of alleged copyright infringement.
The: (i) content on the Website, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (collectively, the “Website Materials”); and (ii) the trademarks, service marks and logos contained therein (“Marks”), are the property of Company and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. The Company’s logo, and other marks are Marks of the Company or its Affiliates. All other trademarks, service marks, and logos used on the Website are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Website. Website Materials are provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Website Materials, you must retain all copyright and other proprietary notices contained therein.
- Third-Party Sources and Content.
We reserve the right to access, read, preserve and disclose any information that we obtain in connection with the Website, and your use thereof, as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce the Website Terms, including to investigate potential violations of them; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of Company, its users or the public.
In performing the Services hereunder, the Contractor may be exposed to confidential and proprietary information of the Company or of Third-Party entities providing content or materials to the Company for translation or localization or any other purposes (“Confidential Information”). All such Confidential Information shall be subject to the terms and conditions of a Non-Disclosure Agreement. Please check the terms of the Non-Disclosure Agreement here. The Terms of the NDA form an integral part of this Agreement.
The Contractor shall indemnify and hold harmless the Company from and against any payments, costs, expenses, losses, claims, damages, and suits (including reasonable legal fees) arising in any way from a Third-Party claim related to the Services and/or due to Contractor’s breach of its obligations and warranties under Sections 3 and 4 to this Agreement. The Contractor’s indemnity obligations shall survive the termination of this Agreement.
- Non – Exclusivity:
This Agreement is not, and will not be construed as, exclusive and shall not limit Company from engaging for the purpose of providing Services with any third party, which are equal or similar to the Services rendered hereunder by Service Provider.
- Non – Solicitation:
The User undertakes that during the term of engagement with the Company and for a period of 6 months thereafter: (i) User shall not, directly or indirectly, solicit, hire or retain as an employee, service provider, or otherwise, any employee of the Company or induce or attempt to induce any such employee to terminate or reduce the scope of such employee’s engagement with the Company; and (ii) User shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any consultant, Service Provider, agent, distributor, customer, User or supplier of the Company to terminate, reduce or modify the scope of such person’s engagement with the Company.