End User Agreement

Last updated: June 21, 2016

Do not create an Account or use the Lingotek Translation Management System if:

• You do not consent to the End User License Agreement below;
• You are not 18 years, or of the age of majority for the jurisdiction from which you are accessing the Translation Management System, or otherwise not of a mental state to form a binding contract;

Lingotek may from time to time update the terms and conditions of this End User License Agreement and its Lingotek Privacy Policy.  If you have used the Translation Management System before, do not presume the Agreement or the Lingotek Privacy Policy are the same.

Lingotek Translation Management System End User License Agreement

Lingotek, Inc. (“Lingotek”) operates an online translation management system (“TMS”) either (i) available directly to end users; or (ii) on behalf of certain business entities (each a “Company”); and through which such end users, Lingotek or Companies may procure services from independent contractors (“Services”). You, as an end user, and, in the case that you represent a corporation or other organization, that corporation or organization (collectively, “You” or the “Supplier”), agree to the following as express consideration of Your use of the TMS (these terms and conditions, together with the Lingotek Privacy Policy, collectively, the “Agreement”). The Agreement describes the terms and conditions under which You may access and use the TMS, to perform Services.

If You do not agree to be bound by this Agreement, do not submit any information and do not access, view download or otherwise use the TMS.

If at any time You believe You are entitled or obligated to terms and conditions different from this Agreement and wish to use, or continue use, of the TMS, You will promptly provide Lingotek with detailed written notice at least thirty (30) days before You begin such use, or re-use, of the TMS in a manner contrary to this Agreement, so that Lingotek may assess and provide a suitable manner to remedy the situation to the extent it deems necessary.

BY REGISTERING FOR AN ACCOUNT OR USING THE TMS: (1) You acknowledge that you have read the entire Agreement; (2) you agree to be bound by the terms of this Agreement; and (3) IF APPLICABLE, the person REGISTERING FOR THE ACCOUNT represents and warrants that he or she has the authority to bind Supplier to the terms of this Agreement. All uses of Supplier’s Account and the TMS are governed by this Agreement.

Lingotek may modify or revise these terms and conditions of this Agreement at any time, and You agree to be bound by such modifications or revisions to the extent You continue to access the TMS following notification of such modifications or revisions to this Agreement. By continuing to use the TMS, You consent to any updates to this Agreement.

1. Additional Features. Lingotek’s language search engine service is a search-based translation tool that allows users to extract knowledge from multilingual content and allows users to increase quality and speed of translation.
2. Account Registration and Supplier Information. In connection with Supplier’s use of the TMS, You must register for and maintain one or more account(s) (each, an “Account”) and will be required to provide certain information to Lingotek and, if applicable, to Company relating to You and your use or access of the TMS (such information You provide, the “Supplier Information”). By providing any Supplier Information to the TMS, Lingotek and/or Company, Supplier agrees as follows:
   1. Ownership of Supplier Information. As between Lingotek and Supplier, Supplier retains ownership of all Supplier Information.
   2. Grant of Rights in Supplier Information. Supplier grants to Lingotek and, as applicable, Company a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, sublicensable, transferable license to use the Supplier Information in the TMS and for the purposes of refinement learning and to otherwise improve the TMS.
   3. Supplier Warranty as to Supplier Information. As between Lingotek and Supplier Supplier is solely responsible for the accuracy, quality, integrity, and reliability of all Supplier Information. Supplier represents and warrants that all Supplier Information: (i) is accurate and does not violate any intellectual property rights or other rights of a third party; (ii) is not unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane or otherwise objectionable; and (iii) does not violate any applicable law or regulation. Supplier represents and warrants that it has obtained all consents and waivers required under applicable law, including data privacy laws, for the provision, manipulation, retention, use and sharing of personal data of individuals as to whom information is supplied as part of the Supplier Information, and that it will retain such consents and waivers and provide them to Lingotek or, as applicable, Company at any time upon request. Supplier further represents and warrants that neither it nor any of Supplier’s personnel will be persons who are listed by the U.S. government or any agency thereof as persons with whom U.S. citizens or residents are prohibited from doing business.
   4. Additional Warranty; Defaults. Supplier further represents and warrants that Supplier has all rights necessary to load, access, translate, use, and, if applicable, allow Lingotek, Company, and its and their contractors and third parties to use the Supplier Information. Unless Supplier designates Supplier Information as part of an open translation memory, Supplier Information will become part of the closed translation memory.
3. Access to the TMS. By accessing the TMS, Supplier agrees as follows:
   1. Request and Selection. If applicable, at Company’s discretion, Company may generate notices from the TMS regarding the need for Services. The company will manage access to its content on the TMS and may require Supplier to enter an additional agreement containing terms and conditions under which Supplier will perform the Services for Company.
   2. Scope of Use; Restrictions on Use. All access to and use of the TMS by Supplier (or anyone using Supplier’s Account on behalf of Supplier) will be only for the purpose of performing Services and will comply with the terms of this Agreement. In particular, Supplier will not, and will not permit any third party to: (i) copy, license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the TMS or any software, hardware, content, and other technology and methodologies underlying or utilized by Company or Lingotek to make available, or otherwise made available through, the TMS (collectively, the “TMS Property”); (ii) reverse engineer the TMS Property; or (iii) attempt to access the TMS other than through Supplier’s Account. The supplier will immediately notify Lingotek of any unauthorized use of the Supplier’s Account and any other breach of this Agreement by Supplier or any third party. You will not, will not agree to, and will not authorize or encourage any third party to (a) use the TMS to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by Lingotek; (b) upload, transmit or otherwise distribute content that infringes upon another party’s intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (c) prevent others from using the TMS; or (d) use the TMS for any fraudulent or inappropriate purpose. You may not use any meta tags or any other “hidden text” utilizing Lingotek’s name, trademarks, service marks and/or trade dress (collectively, and together with any additional trademarks, service marks, and/or trade dress that Lingotek currently owns or later acquires, the “Lingotek Marks”) without the express written consent of Lingotek. You acknowledge and agree that Lingotek is the sole and exclusive owner of all right, title, and interest in and to the Lingotek Marks, and You may not use any Lingotek Marks without the express written permission from Lingotek. The supplier will abide by and will cause its employees and agents to abide by, all applicable laws and regulations in connection with Supplier’s and such agents’ and employees’ access and use of the TMS, including any laws regarding the transmission of technical data exported from the user’s country of residence.
   3. Supplier Account Information. The supplier is responsible for all activities that occur through Supplier’s Account(s), including all charges incurred, whether or not You know of or consent to such use, including any bid entered or commitments made to provide Services to Companies through the use of such Account(s). The Service is not intended for or directed to persons under the age of 18. If You register for an Account, You represent to us that you are of the age of majority or older in the jurisdiction from which You initially set up each Account.
   4. Refusal of Service. Lingotek and, as applicable, each Company reserve the right to refuse access to the TMS or to any Accounts and/or terminate this Agreement at any time with notice to You for any reason.
4. Access Restrictions. You will not (i) use any automated means to access the Service or collect any information from the TMS (including, without limitation, robots, spiders or scripts), or (ii) frame the TMS, utilize framing techniques, enclose any service mark, logo, or other proprietary information, place pop-up windows over its pages, or otherwise affect the display of pages within the TMS.
5. Content of the Service. Lingotek and Company reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement, including investigation of potential violations thereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam), (iv) respond to user support requests, or (v) protect the rights, property or safety of Lingotek, Company, its users and the public. Lingotek will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.
6. Ownership. Lingotek owns and will retain all right, title and interest in and to the TMS. The company owns and will retain all right, title and interest in and to the content it and its affiliates insert into the TMS. This Agreement does not convey to Supplier, and Supplier will not obtain, any rights of ownership in or related to the TMS Property. All rights not expressly granted to You under this Agreement are reserved by Lingotek and Company. If You provide any feedback to Lingotek concerning the functionality and performance of the TMS (including identifying potential errors and improvements) (“Feedback”), You, on behalf of Supplier, hereby assign to Lingotek all right, title, and interest in and to the Feedback, and Lingotek is free to use the Feedback without any payment or restriction.
7. Communication. Lingotek or, if applicable, Company may communicate with you by e-mail or by posting notices through the Services. You agree that all agreements, notices, disclosures and other communications provided to You electronically satisfy any legal requirement that such communication be in writing. If You request customer service or other assistance from Lingotek, You acknowledge and agree that Lingotek is authorized to access and view your account information to provide such assistance and support.
8. Termination; Cancellation. Lingotek or Company, if Supplier performs services for such Company, may terminate access to the TMS and Supplier’s Account, terminate this Agreement, or suspend or terminate Supplier’s Account (including if Supplier’s Account is inactive for an extended period of time) at any time without notice. In the event of termination, Lingotek or the respective Company will disable Supplier’s Accounts and prohibit Supplier’s access to Supplier’s Account or any files (including Supplier Information and User Materials) or other content contained in Supplier’s Account although residual copies of information may remain with the TMS. Sections 4 – 15 of this Agreement will survive expiration or termination.
9. Indemnification. Supplier will indemnify, defend and hold harmless Lingotek and, to the extent applicable, Company, and each of their respective licensors, subsidiaries, affiliates, officers, agents, and employees from and against any third party claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or related to: (i) any breach of this Agreement, including Supplier’s warranties, by Supplier or its employees or agents; (ii) the acts or omissions of Supplier or its employees or agents; or (iii) any allegation against Lingotek or the applicable Company that the Supplier Information or the use thereof or the User Materials or the use thereof pursuant to this Agreement infringes the rights of, or has caused harm to, a third party. Lingotek or Company, as applicable, will provide prompt written notice of any claim for indemnification and will make available information relating to the claim upon the other party’s reasonable request.
10. No Warranty. The TMS is provided on an “AS IS” and “AS AVAILABLE” basis. Lingotek, each Company, and their respective licensors: (i) expressly disclaim all representations and warranties of any kind (express, implied, statutory, or otherwise), including without limitation the implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose, or functionality to the maximum extent permitted by applicable law; (ii) disclaims all responsibility and liability for the availability, timeliness, security, accuracy or reliability of the Service; and (iii) make no representation or warranty as to the TMS or any content or information available through the TMS. No oral or written advice given by any employee or agent of Lingotek or a Company shall constitute or create any warranty by Lingotek or a Company. You recognize and accept that the current state of technology does not allow for error-free use of the TMS and that interruptions, crashes, downtime, and delay in the TMS may occur from time to time. From time to time Lingotek may modify the Services and add, change, or delete features of the Services, in its sole discretion.
11. Liability Limits. IN NO EVENT WILL LINGOTEK OR ANY COMPANY BE LIABLE FOR ANY LOST DATA, REVENUE OR PROFITS OR INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THE TMS OR THIS AGREEMENT INCLUDING WITHOUT LIMITATION THE USE OR INABILITY TO USE THE TMS OR ANY CONTENT OR INFORMATION OBTAINED FROM OR THROUGH THE TMS OR ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION IN THE TMS OR THE CONTENT OR INFORMATION THEREIN, EVEN IF LINGOTEK OR A COMPANY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, IN NO EVENT WILL LINGOTEK, ANY COMPANY OR EACH OF THEIR SUPPLIERS OR LICENSORS BE LIABLE TO SUPPLIER IN AN AMOUNT GREATER THAN $50.
12. Choice of Law; Arbitration. All matters relating to Supplier’s access to and use of the TMS are governed in all respects by the laws of the State of Utah as such laws are applied to agreements entered into and to be performed entirely within Utah between Utah residents. Any controversy or claim arising out of or relating to this Agreement will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim must be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in Utah County, Utah, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. The award of the arbitrator will be final and binding upon the parties without appeal or review except as permitted by Utah law. Notwithstanding the foregoing, any party may seek any interim or preliminary relief from a court of competent jurisdiction in Utah County, Utah, as necessary to protect the party’s rights or property pending the completion of arbitration. By using the TMS, Supplier consents and submits to the exclusive jurisdiction and venue of the state courts located in Utah County, Utah, and the federal courts located in Salt Lake County, Utah, U.S.A.
13. Claims of Copyright Infringement. If You believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Lingotek with a description of the copyrighted work or other intellectual property that You claim has been infringed, a description of where the material that You claim is infringing is located on the TMS, your address, telephone number, and email address, and a statement by You that this information in your notice is accurate and that You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. Please report this information by email to dmcaagent@lingotek.com. Click Here for more information about contacting Lingotek’s designated DCMA Agent.
14. Notice to U.S. Government End Users. The TMS and any documentation are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Service” and “Commercial Computer Service Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Service and Commercial Computer Service Documentation are being licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions in this Agreement. Unpublished-rights reserved under the copyright laws of the United States. Linogtek, Inc., 3400 North Ashton Blvd, Suite #150, Lehi, Utah 84043.
15. Notices. Lingotek or a Company may give notice to Supplier in relation to this Agreement by: (i) a general notice on the TMS; (ii) electronic mail to Supplier’s e-mail address provided as part of the Supplier Information; or (iii) written communication sent by first class mail to Supplier’s address provided as part of the Supplier Information. Such notice will be deemed to have been given upon the expiration of 48 hours after posting to the marketplace or after mailing if sent by first class mail or 12 hours after sending if sent by email. The supplier may give notice to Lingotek by written communication sent by first class mail to Lingotek’s address posted on the TMS or on Lingotek’s website at https://lingotek.com/. Such notice will be deemed to have been given upon the expiration of 48 hours after mailing if sent by first class mail to such address.
16. No Assignment by Supplier. The supplier may not assign or delegate this Agreement or any of Supplier’s rights or obligations under this Agreement without the prior written consent of Lingotek. Any purported assignment in violation of the foregoing will be null and void. The respective Company or Lingotek may assign and delegate its rights and obligations under this Agreement to any third party, and Supplier hereby consents to such assignment.
17. Relationship. Supplier acknowledges, represents and warrants that no joint venture, partnership, employment, or agency relationship exists among any of Supplier, Lingotek or any Company as a result of this Agreement, Supplier’s use of the TMS, or Supplier’s performance of any Services for a Company, and that any Supplier personnel or agents performing Services for a Company will not be deemed to be employees or agents of such Company or Lingotek.
18. Export Controls. The TMS and all information available on the TMS and all related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree that you will not export the TMS or any related technology to any country, person, or entity in violation of any U.S. export restrictions.
19. Miscellaneous. Lingotek does not provide You with the equipment to access the TMS or use the software therein. You are responsible for all fees charged by third parties to access the TMS (e.g., charges by your Internet provider for accessing the Internet). Any provision of this Agreement held to be illegal or unenforceable will be deemed amended to conform to applicable laws or regulations, or if it cannot be so amended without materially altering the intention of the parties, it will be stricken and the remainder of this Agreement will continue in full force and effect. Failure by any party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. This is the entire agreement between Lingotek, the respective Company, and Supplier relating to the access and use of the TMS and it supersedes any prior or contemporaneous representations, negotiations, discussions, undertakings, communications, or advertising for such subject matter.