Last Updated: Novermber 26, 2015
IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST IMMEDIATELY STOP ACCESSING AND/OR USING THE SMARTCAT PLATFORM.
We provide an online platform that enables customers who wish to have some content translated (“Customers”) to enter into transactions (“Service Tasks”) with Freelancers who wish to translate such content (“Freelancers”). “User” means any user of the SMARTCAT PLATFORM, and may be a Customer or a Freelancer. Specific provisions in this Agreement regarding Freelancers apply to you if you are a Freelancer; specific provisions in this Agreement regarding Customers apply to you if you are a Customer.
To access or use the SMARTCAT PLATFORM, you must be a legal entity, or an individual of eighteen (18) years of age or older who can form legally binding contracts. To become a User, you must accept all of the terms and conditions in, incorporated by reference in, and linked to, this Agreement. You may not access or use the SMARTCAT PLATFORM if you are a competitor of ours or if we have previously banned you from the SMARTCAT PLATFORM or closed your account. We reserve the right, in our sole discretion, to refuse, suspend, or terminate access to the SMARTCAT PLATFORM to anyone for any reason or no reason.
You must create an account and provide certain information about yourself in order to access and use the SMARTCAT PLATFORM . You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the SMARTCAT PLATFORM, and to update this information to maintain its truthfulness, accuracy and completeness. You are responsible for maintaining confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You authorize us to assume that any person using the SMARTCAT PLATFORM with your username and password is you or is authorized to act for you. You agree to notify us immediately if you suspect any unauthorized use of your account.
We may, but are under no obligation to, subject Customers and Freelancers to an extensive vetting process before they can register and during their use of the SMARTCAT PLATFORM, including but not limited to a verification of identity and a comprehensive criminal background check, at the country, state and local level, using third party services as appropriate. Users hereby give us consent to conduct background checks as often as required in compliance with federal and state laws and regulations without any notice.
Although we may perform background checks of Users, as outlined above, we cannot confirm that each User is who he or she claims to be and therefore, we cannot and do not assume any responsibility for the accuracy or reliability of the identity or background check information or any other information provided through the SMARTCAT PLATFORM.
When interacting with other Users, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other people whom you do not know. NEITHER SMARTCAT PLATFORM NOR ITS AFFILIATES OR LICENSORS SHALL BE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SMARTCAT PLATFORM AND YOU HEREBY RELEASE SMARTCAT PLATFORM AND ITS AFFILIATES OR LICENSORS FROM ANY LIABILITY RELATED THERETO. SMARTCAT PLATFORM AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE SMARTCAT PLATFORM.
A. The SMARTCAT PLATFORM is only a platform for enabling connections between Customers and Freelancers for the fulfillment of Service Tasks. We are not responsible for the performance of Users, nor do we have control over or guarantee the quality, safety or legality of any services performed or deliverables created, advertised, the truth or accuracy of any Service Task listings, the qualifications, background, or abilities of Customers and Freelancers, the ability of the Freelancers to perform the Service Tasks, the ability of the Customers to pay for the Service Tasks. Specifically, we are not responsible for and will not control the manner in which a Freelancer operates and are not involved in the hiring, firing, discipline or working conditions of the Freelancer; nor do we supply any tools or materials for the Freelancer to perform any Service Task. In addition, please note that there are risks of dealing with foreign nationals who may not fall under the laws of your area, minors, and people acting under false pretense.
B. Each of the Freelancer and the Customer acknowledges and agrees that their relationship is that of independent contractors. The Freelancer shall perform services as an independent contractor and nothing in this Agreement shall be deemed to create a partnership, joint venture, agency, or employer-employee relationship between the Freelancer and the Customer or between us and any Freelancer and Customer.
C. Because we are not involved in the actual contact between Users or in the completion of the Service Task, in the event that you have a dispute with one or more Users, you release us (and our officers, directors, agents, shareholders, subsidiaries, employees, licensees and licensors) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. We expressly disclaim any liability that may arise between Users of the SMARTCAT PLATFORM.
A. The engagement, contracting and management of a Service Task are between a Freelancer and a Customer. Upon acceptance of a Job Order by the Freelancer, the Customer agrees to pay for, and the Freelancer agrees to deliver, the Service Task, in accordance with a written agreement between the Freelancer and the Customer (if any), other terms and conditions as communicated between the Freelancer and the Customer on the SMARTCAT PLATFORM or otherwise, and this Agreement (collectively, the “Job Agreement”). You agree not to enter into any contractual provisions in conflict with this Agreement. Any provision of a Job Agreement that conflicts with this Agreement is void ab initio. The Customer bears the responsibility for managing, inspecting, accepting and paying for satisfactory services and deliverables in accordance with the Job Agreement in a timely manner. The Freelancer is responsible for the performance and quality of the services in accordance with the Job Agreement in a timely manner. The Freelancer and the Customer each covenant and agree to act in good faith and with fair dealing in performance of the Job Agreement. We are not part of or party to any Job Agreement. We are not a re-supplier of services provided by Freelancers.
B. Freelancers are responsible for deciding what prices they want to charge for Service Tasks. Freelancers may change their prices (or change or remove their services) without notice. However, the price will not change for any Service Task quote already accepted by the Customer.
A. Upon completing the Service Task by the Freelancer or in other time specified by the Customer on the SMARTCAT PLATFORM, the Customer shall make payment to us through the SMARTCAT PLATFORM or in any other way suggested by us for the applicable Service Task. We will assume responsibility for the payment for the Freelancer’s services (less an applicable Service Charge, as defined below). We agree not to pay the Freelancer for the Service Task until after the confirmation by the Customer of the acceptance of the completed Service Task. The Customer acknowledges that such funds will belong to us immediately upon such funds being transferred to us by the Customer. However, we agree to return such funds to the Customer in the event that the Customer does not accept the Service Task and requests a refund provided that the examination carried out by us, confirmed the low quality of services rendered by the Freelancer.
B. To receive funds due to the Freelancer, the Freelancer must request such funds and indicate the selection of the funds transfer methods available through the SMARTCAT PLATFORM or by sending an e-mail to email@example.com. Any such requests shall be subject to the conditions and restrictions contained in this Agreement. Notwithstanding any other provision of this Agreement, if we determine in our sole discretion that the Freelancer has violated the conditions and restrictions of this Agreement, we have the right to refuse to process such request.
If the funds transfer method is specified by the Freelancer beforehead, we may transfer the funds to the Freelancer in 5 business days without any request from her side.
We also reserve the right, in our sole discretion, to place a hold on requested transfers if we suspect that the funds may be subject to charge back, bank reversal, failure to clear or fraud.
C. We have the right to seek reimbursement from you, and you will reimburse us, if we discover a fraudulent transaction, erroneous or duplicate transaction, or if we receive a charge back or reversal from any credit card company, bank, or paypal for any reason.
D. Users will be liable for and any taxes (including VAT, if applicable) required to be paid on any services provided through the SMARTCAT PLATFORM (other than our income taxes). Users must pay them independently. The SMARTCAT PLATFORM owner shall not be responsible for any of them.
E. The Customers agree to use the SMARTCAT PLATFORM to make all payments to the Freelancers, whether first-time, repeat, or follow-on. You also agree not to take any action directly or indirectly to circumvent the SMARTCAT PLATFORM or any associated fees. The Freelancers agree to use the SMARTCAT PLATFORM to receive all payments from the Customers for any Service Tasks identified from the SMARTCAT PLATFORM, whether first-time, repeat, or follow-on. You agree not to circumvent the SMARTCAT PLATFORM or any associated fees.
F. By using the SMARTCAT PLATFORM to make or receive payments, you expressly acknowledge that (a) we are not acting as a trustee or a fiduciary of Freelancers or Customers and that the SMARTCAT PLATFORM payment services are provided to Users administratively; (b) we are not a “financial institution” as defined under the Bank Secrecy Act (BSA) and the SMARTCAT PLATFORM payment services are payment rather than banking services; (c) we are not a bank and any payments transferred through the SMARTCAT PLATFORM are not insured deposits and may be subject to default, loss or forfeiture.
G. The SMARTCAT PLATFORM operates in US Dollars, Euro and Russian rubles. We are not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than US Dollars, nor are we responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your bank account, credit card account or PayPal account. Foreign currency conversion is processed at a foreign currency conversion rate that is set in the SMARTCAT PLATFORM once per week by calculating the weighted average conversion rate for the previous week.
We will deduct one or more of the following fees, as applicable, from payments made by the Customers to Freelancers through the SMARTCAT PLATFORM:
i. ten percent (10%) service fee of the total payment amount made by the Customer for the Service Task;
ii. payment processing fee of 0% of the total payment amount made by us to the Freelancer.
iii. All charges made by the bank for crediting the money from the Customer to our account shall be borne by the Customer
iv. All charges made by the bank or payment system for transferring the money from us to the Freelancer’s account shall be borne by the Freelancer, if applicable.
We reserve the right to change the service charges or any other fee that may be charged by us at any time, in our sole discretion and upon a not less than seven (7) days’ notice posted in advance on the SMARTCAT PLATFORM. No refunds of fees already paid will be given.
This Agreement shall become effective as your contractual agreement upon your use of the SMARTCAT PLATFORM, and shall continue until your Account is terminated by you or us as provided for under the terms of this section 9.
We may terminate or suspend your right to access and/or use the SMARTCAT PLATFORM at any time for any or no reason by providing you with written or email notice of such termination, and the termination will be effective immediately upon delivery of such notice.
Without limitation, we may terminate or suspend your right to use the SMARTCAT PLATFORM if you breach any term of this Agreement or any policy that we may post through the SMARTCAT PLATFORM from time to time, or if we otherwise find that you have engaged in inappropriate and/or offensive behavior. If we terminate or suspend your right to use the SMARTCAT PLATFORM for any of these reasons, you will not be entitled to any refund of unused balance in your account. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of such third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
Even after your right to access and/or use the SMARTCAT PLATFORM is terminated or suspended, this Agreement will remain enforceable against you.
You may terminate this Agreement at any time by ceasing all access and use of the SMARTCAT PLATFORM. All sections which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
When your Account is terminated for any reason, you may no longer have access to any data, messages, files and other material you keep on the SMARTCAT PLATFORM . The material may be deleted along with all your previous content posted on the SMARTCAT PLATFORM.
The SMARTCAT PLATFORM may contain profiles, email systems, blogs, message boards, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Areas”) that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and material that are relevant and proper to the applicable forum.
Without limitation, while using the SMARTCAT PLATFORM, you may not:
You are solely responsible for all documents, information, data, text, images, software, music, videos, sound, photographs, graphics, messages or other materials, including any texts you submit for translation (“Content”) that you upload, e-mail, post, publish or display (hereinafter, “upload”) or otherwise use via the SMARTCAT PLATFORM . We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including without limitation, removing the offending content from the SMARTCAT PLATFORM, suspending or terminating the account of such violators and reporting you to the law enforcement authorities.
You acknowledge and agree that we may preserve the content and may also disclose the content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce this Agreement; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of us and the public. You understand that the technical processing and transmission of the SMARTCAT PLATFORM, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Any documents or other text that the Customer provides to the Freelancer or uploads on the SMARTCAT PLATFORM for purposes of receiving a quote or purchasing a Service Task shall be the Customer’s “Confidential Information,” except to the extent such documents (a) are known to the Freelancer prior to receipt from the Customer from a source other than one having an obligation of confidentiality to the Customer; (b) become known (other than because of their disclosure by you) to the Freelancer directly or indirectly from a source other than the one having an obligation of confidentiality to the Customer; or (c) become publicly known or otherwise cease to be secret or confidential, except through a breach of this section 11 by the Freelancer. The Freelancer will use the Confidential Information solely for the purpose of performing the Service Task or evaluating the Service Task (“Permitted Purpose”). The Freelancer will not, without the Customer’s prior consent, disclose to any third party the Customer’s Confidential Information, other than furnishing such Confidential Information to the Freelancer’s employees, agents, consultants, contractors, representatives or affiliated entities who need to have access to such Confidential Information in connection with the Permitted Purpose. The Freelancer will use at least reasonable care to protect the confidentiality of the Customer’s Confidential Information. In the event that the Freelancer is required by law to make any disclosure of any of the Customer’s Confidential Information, by subpoena, judicial or administrative order or otherwise, the Freelancer will use commercially reasonable efforts to give the Customer notice of such requirement (to the extent legally permissible) and will permit the Customer to intervene in any relevant proceedings to protect the Customer’s interests in the Customer’s Confidential Information.
All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively “Proprietary Material”) that Users see or read through the SMARTCAT PLATFORM is owned by us, excluding the User Content that we have the right to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. We own all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a collective work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws on copyright, patents, and other proprietary rights and laws. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the SMARTCAT PLATFORM without our express prior written consent and, if applicable, the holder of the rights to the User Content. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without our prior permission and, if applicable, the holder of the rights to the User Content.
Our service marks and trademarks, including without limitation our logos are service marks owned by us. Any other trademarks, service marks, logos and/or trade names appearing on the SMARTCAT PLATFORM are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
YOUR USE OF THE SMARTCAT PLATFORM IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
UNLESS OTHERWISE PROVIDED BY THE SERVICES LEVEL AGREEMENT CONCLUDED BETWEEN US AND YOU, WE MAKE NO WARRANTY THAT (I) THE SMARTCAT PLATFORM WILL MEET YOUR REQUIREMENTS, (II) THE SMARTCAT PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SMARTCAT PLATFORM WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OR FITNESS OF ANY DOCUMENTS, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SMARTCAT PLATFORM WILL MEET YOUR EXPECTATIONS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, OWNERS, INFORMATION PROVIDERS, AGENTS, LICENSEES, LICENSORS (COLLECTIVELY, “RELEASED PARTIES”) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SMARTCAT PLATFORM; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SMARTCAT PLATFORM; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SMARTCAT PLATFORM; OR (V) ANY OTHER MATTER RELATING TO THE SMARTCAT PLATFORM. IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF MONIES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SMARTCAT PLATFORM OR WITH THIS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE THE USE OF THE SMARTCAT PLATFORM.
If you have a dispute with another User, you shall release the Released Parties from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
YOU HEREBY WAIVE CALIFORNIA CIVIL CODE §1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR".
You are responsible for maintaining confidentiality of your account and password(s). You are also responsible for all activities that occur under your account. Therefore, you agree to indemnify, defend and hold SMARTCAT PLATFORM and its affiliates, employees, officers, directors, owners, information providers, agents, licensees, licensors (the “Indemnified Parties”) harmless from and against any and all liabilities, claims, costs, including reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any third party demand, claims, action, suit, or loss arising as a result of (a) any breach by you of this Agreement or claims arising from your account or any other use by you of the SMARTCAT PLATFORM; (b) any fraud or manipulation by you; (c) any third-party claim, action or allegation of infringement based on information, data, files or other content submitted by you; or (d) any claims of credit card fraud based on any information released by you. You agree to use your best efforts to cooperate with us in the defense of any demand, claim, action or suit. We reserve the right to assume the exclusive defense of any matter subject to indemnification by you at our own expense.
We may store the information you submit to or through the SMARTCAT PLATFORM. We use the information to fulfill your requests, provide the SMARTCAT PLATFORM functionality, improve the SMARTCAT PLATFORM quality, personalize your experience, display relevant advertising, provide customer support, message you, back up our systems, allow for disaster recovery, and comply with legal obligations. Among the information you submit to or through the SMARTCAT PLATFORM, please note:
Account Registration: You must provide a valid email address in order to sign up for an Account on the SMARTCAT PLATFORM. When you sign up for an account, we opt you in to receive emails from other us by default. For example, we will contact you by email to send you an account verification link, to inform you of an order made, to inform you of an order completed, or to contact you regarding any other issues concerning your order or the SMARTCAT PLATFORM.
Credit Card Purchases: If you purchase certain products or services through the SMARTCAT PLATFORM, we may collect and store billing and credit card information. This information will only be shared with third parties who perform the tasks required to complete the purchase transaction (such as fulfilling orders and processing credit card payments). When you submit credit card numbers, we encrypt that information using industry standard technologies.
In addition to the information you submit to or through the SMARTCAT PLATFORM, we also collect and store information from and about you in the course of your use of the SMARTCAT PLATFORM. We use this information to analyze and track user behavior, personalize your experience, associate it with other information about you, provide the functionality and improve the quality of the SMARTCAT PLATFORM, and may use it to display relevant advertising.
Location: We may collect and store information about your location if you enable your computer or mobile device to send us location information. You may be able to change the settings on your computer or mobile device to prevent it from providing us with such information.
Activity: We may collect and store information related to you and your use of the SMARTCAT PLATFORM, such as your browser type, IP address, unique device identifier, phone numbers and names of Businesses that you call through the SMARTCAT PLATFORM, requested URL, referring URL, browser language, pages you view, and date and time of your visit.
Identity Verification. We may collect personal information to verify your identity, including information from third party agencies.
We do not rent, share, sell or trade personally identifiable information with third parties for their direct marketing purposes. That said, we work with third parties and they may have access to some of your information:
Service Providers: We may outsource some of our technical and customer support, tracking and reporting functions, quality assurance testing, payment processing functions, and other services to third parties. We may share information from or about you with them so that they can perform their services.
Aggregate Information: We may share user information in the aggregate with third parties, such as advertisers and content distributors. For example, we may disclose the number of users that have been exposed to, or clicked on, advertisements.
Investigations: We may investigate and disclose information from or about you if we have a good faith belief that such investigation or disclosure is (a) reasonably necessary to comply with legal process and law enforcement instructions and orders, such as a search warrant, subpoena, statute, judicial proceeding, or other legal process served on us; (b) helpful to prevent, investigate, or identify possible wrongdoing in connection with the SMARTCAT PLATFORM; or (c) protect our rights, reputation, property, or those of our users, affiliates, or the public.
Links: the SMARTCAT PLATFORM may contain links to unaffiliated third party websites. Except as set forth herein, we do not share your personal information with them, and are not responsible for their privacy practices. We suggest you read the privacy policies on all such third party websites.
We will respond to requests relating to personal data sent from within the European Union according to the procedures mandated by the member state from where the request is sent.
We follow generally accepted industry standards to protect the personal information submitted to us, both during transmission and once we receive it. No method of transmission over the Internet or via mobile device, or method of electronic storage, is 100% secure, however. Therefore, while we strive to use commercially acceptable means to protect your personal information, we cannot guarantee its absolute security.
If you register for the SMARTCAT PLATFORM through third party social networking services, such as Facebook, LinkedIn, and other third party services that allow you to sign in to other services with the personal information shared with these services, we will use the personal information you provided to such Third Party Services to create your account on the SMARTCAT PLATFORM.
California Civil Code Section § 1798.83 permits California residents that are users of the SMARTCAT PLATFORM to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an e-mail to firstname.lastname@example.org
A. Any dispute (“Dispute”) arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Santa Clara County, California, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Streamlined Arbitration Rules and Procedures of JAMS. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Any arbitration under this Agreement will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND US ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Notwithstanding the foregoing, each party shall have the right to institute an action at any time in a court of proper jurisdiction for injunctive or other equitable relief.
B. Each party retains the right to bring an individual action in a small claims court or to seek injunctive or other equitable relief on an individual basis in a federal or state court in Santa Clara County, California with respect to any dispute related to the actual or threatened infringement, misappropriation or violation of the party’s intellectual property or proprietary rights.
С. This Arbitration provision is a full and complete agreement relating to the formal resolution of disputes covered by this Arbitration provision. In the event any portion of this Arbitration provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If the Class Action Waiver in subsection D, below, of this Arbitration Provision is deemed to be unenforceable, you and we agree that this Arbitration provision is otherwise silent as to any party's ability to bring a class, collective or representative action in arbitration.
D. THIS ARBITRATION PROVISION AFFECTS YOUR ABILITY TO PARTICIPATE IN CLASS, COLLECTIVE OR REPRESENTATIVE ACTIONS. BOTH YOU AND WE AGREE TO BRING ANY DISPUTE IN ARBITRATION ON AN INDIVIDUAL BASIS ONLY, AND NOT ON A CLASS, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL REPRESENTATIVE BASIS ON BEHALF OF OTHERS. THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT, HEARD OR ARBITRATED AS A CLASS, COLLECTIVE, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, OR AS A MEMBER IN ANY SUCH CLASS, COLLECTIVE, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL PROCEEDING (“CLASS ACTION WAIVER”). THE CLASS ACTION WAIVER DOES NOT APPLY TO ANY CLAIM YOU BRING AS A PRIVATE ATTORNEY GENERAL SOLELY ON YOUR OWN BEHALF AND NOT ON BEHALF OF OTHERS. NOTWITHSTANDING ANY OTHER PORTION OF THIS ARBITRATION PROVISION OR THE JAMS RULES, DISPUTES REGARDING THE VALIDITY, ENFORCEABILITY OR BREACH OF THE CLASS ACTION WAIVER MAY BE RESOLVED ONLY BY A CIVIL COURT OF COMPETENT JURISDICTION AND NOT BY AN ARBITRATOR. IN ANY CASE IN WHICH (1) THE DISPUTE IS FILED AS A CLASS, COLLECTIVE, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION AND (2) A CIVIL COURT OF COMPETENT JURISDICTION FINDS ALL OR PART OF THE CLASS ACTION WAIVER UNENFORCEABLE, THE CLASS, COLLECTIVE, REPRESENTATIVE AND/OR PRIVATE ATTORNEY GENERAL ACTION TO THAT EXTENT MUST BE LITIGATED IN A CIVIL COURT OF COMPETENT JURISDICTION, BUT THE PORTION OF THE CLASS ACTION WAIVER THAT IS ENFORCEABLE SHALL BE ENFORCED IN ARBITRATION. YOU AND WE AGREE THAT YOU WILL NOT BE RETALIATED AGAINST, DISCIPLINED OR THREATENED WITH DISCIPLINE AS A RESULT OF EXERCISING YOUR RIGHTS UNDER SECTION 7 OF THE NATIONAL LABOR RELATIONS ACT BY FILING OR PARTICIPATING IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION IN ANY FORUM. HOWEVER, THE COMPANY MAY LAWFULLY SEEK ENFORCEMENT OF THIS ARBITRATION PROVISION AND THE CLASS ACTION WAIVER UNDER THE FEDERAL ARBITRATION ACT AND SEEK DISMISSAL OF SUCH CLASS, COLLECTIVE OR REPRESENTATIVE ACTIONS OR CLAIMS. THE CLASS ACTION WAIVER SHALL BE SEVERABLE IN ANY CASE IN WHICH THE DISPUTE IS FILED AS AN INDIVIDUAL ACTION, AND SEVERANCE IS NECESSARY TO ENSURE THAT THE INDIVIDUAL ACTION PROCEEDS IN ARBITRATION.
E. You may opt out of the foregoing arbitration and class action/jury trial waiver provision of this Agreement by notifying US in writing within 30 days of the date you first registered for the SMARTCAT PLATFORM. To opt out, you must send a written notification to us at Attn: Legal, ADDRESS, 880 North Mccarthy BLVD. STE 220 Milpitas CA 95035 E-mail:email@example.com that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions.
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the SMARTCAT PLATFORM for your personal, non-commercial use, except as otherwise permitted by this Agreement. We reserve all rights not expressly granted herein in the SMARTCAT PLATFORM. We may terminate this license at any time for any reason or no reason.
We respect the intellectual property of others, and expect the Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Service infringe upon your copyright or other intellectual property right, please send the following information to the Company's Copyright Agent at firstname.lastname@example.org:
This Agreement, any amendments and any additional agreements you may enter into with us in connection with the SMARTCAT PLATFORM, shall constitute the entire agreement between you and us concerning the SMARTCAT PLATFORM. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction or notice.
The following provisions apply to the users outside the United States: You consent to having your personal data transferred to and processed in the United States. If you are located in a country embargoed by the United States, or are on the U.S. Treasury Department’s list of Specially Designated Nationals you will not engage in commercial activities using the SMARTCAT PLATFORM.
We may provide notices, whether such notices are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by us in our sole discretion. We reserve the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement.
The laws of State of California, excluding its conflicts-of-law rules, govern this Agreement. To the extent applicable, you expressly agree that exclusive jurisdiction for any claim or action arising out of or relating to this Agreement shall be the federal or state courts that govern Santa Clara County, California, and you expressly consent (to the extent applicable) to the exercise of personal jurisdiction of such courts in connection with any dispute, including any claim involving us or our affiliates, subsidiaries, contractors, vendors and content providers. Please note that your conduct may also be subject to other local, state, national, and international laws. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to this Agreement or to any dispute or transaction arising out of this Agreement.