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December 1st, 2023
These Terms of Service together with any applicable Insertion Order(s), Annexes and/or Product Addendum(s), (collectively, the “Agreement”) describe the terms and conditions under which you (“Client”) may access and use GetGloby’s Services.
BY CLICKING THE “I ACCEPT” BUTTON, COMPLETING THE Account CREATION PROCESS, USING GetGloby’s Services, OR CONTINUING TO USE THIS Website, CLIENT AGREES TO BE BOUND BY THIS AGREEMENT. You will find a “Definitions” Annex at the end of these terms.
You can Scroll down to it in order to clarify the meaning of a particular word and understand the entire context of any term and condition.
By using the Platform and/or Services, you as a Customer or Authorized User accept these Terms whether on behalf of yourself or a legal entity you represent. If client is entering into this agreement on behalf of a company or other entity (for example, as an advertising agency or authorized reseller on behalf of a client), client represents and warrants that client has the the legal authority to bind that entity and that the entity is duly incorporated and in good standing under any applicable law. In this cases, the term “client” will also refer to such entity.
If you are signing on a personal capacity, you must be at least 18 years of age and have the full legal capacity to accept these terms.
Customers, Clients and Authorized Users may be referred to in these Terms as “you” and “your” as applicable.
By accepting these Terms, you are entering into a contract with GetGloby Inc., a Delaware company with its registered address at: 454 W 54 th St. 40 New York City, NY 10019 US, (“GetGloby”, “we”, “us”).
Once accepted by any of the means set out precedently, these Terms remain effective until terminated as provided for in Section 15 "Term and Termination".
If you do not agree to the Terms or any other related Contracts, you are not permitted to use our Services and you should not access the Platform.
If you do not understand these Terms, you are advised to seek independent legal advice or contact us with your questions at: info@getgloby.com
GetGloby´s Services are the set of software and software-as-a-service (SaaS) translation and localization tools and Services, as well as GetGloby´s features and capabilities (e.g. brand voice development, Account management support, glossary and style guidelines) that GetGloby may provide from time to time via the Platform or third party resources, including elements of translation management system/software (TMS), computer-assisted translation (CAT), neural, machine and human translations or a combination thereof, other productivity, workflow, software development and other tools and Services, on a Subscription, and/or usage basis.
GetGloby´s Platform typically operates on a Credits system. Credits symbolize the magnitude of our effort in providing the different Services and features we offer within our Platform. Actions taken in our Platform may have different Credits Costs and each Plan we offer includes a certain amount of credits. Check out our Pricing page for more information about our Plans and Credits.
a. Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all the terms and conditions of this Agreement, GetGloby hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein. GetGloby shall provide you the necessary passwords and access credentials to allow you to access the Services.The License does not confer any ownership interest and/or title in the Platform and/or the Services and/or any of GetGloby’s Content, material and information.
b. Accounts. Your Customer Account gives you access to the Services and functionality that we may establish and maintain from time to time and at our sole discretion. We may maintain other User Accounts. By connecting to GetGloby with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.You may never use other Users’ Accounts without permission. When creating your Customer Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your Customer Account, and you must keep your Customer Account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Customer Account. You must notify us immediately of any breach of security or unauthorized use of your Customer Account. GetGloby will not be liable for any losses caused by any unauthorized use of your Customer Account.You may control your Customer Account profile and how you interact with the Services by changing the settings in your settings page. By providing us your email address you consent to our usage of the email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as Changes to features of the Services and special offers. If you do not want to receive such email messages, you may unsubscribe from receiving email messages regarding updates, improvements, or offers.
c. Usage Restrictions. You shall not, and shall not permit any Authorized Users to engage in any of the following prohibited activities: i) send or store code that can harm or result in damage to the Services (including but not limited to malicious code and malware); ii) willfully interfere with or disrupt the integrity of the Services or the data contained therein; iii) attempt to gain unauthorized access to the Services or its related systems or networks; iv) remove or modify any program markings or any notice of the Service Provider´s proprietary rights; v) perform or disclose any benchmark or performance tests on the Services; or vi) perform or disclose any of the following security testing of the Services environments or associated infrastructure: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, penetration testing, or any other test or procedure not authorized in this Agreement.Likewise, you shall not: i) seek to copy, data-mine, cache, reverse engineer, decompile, disassemble or otherwise extract data from the Platform except as otherwise agreed in this Agreement; ii) obtain or claim any ownership in any software (or in any derivation or improvement) connected to GetGloby or the Services; iii) sub-license the use of the Platform to any person; and/or iv) create, write or develop any derivative software or any other software based on the Platform utilizing the proprietary and Confidential Information of GetGloby.
f. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, GetGloby may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between GetGloby and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by GetGloby. You acknowledge that GetGloby may compile Aggregated Statistics based on Customer Property input into the Services. You agree that GetGloby may i) make Aggregated Statistics publicly available in compliance with applicable law, and ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.
g. Reservation of Rights. GetGloby reserves all rights not expressly granted to the Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the GetGloby´s Property.h. Suspension. Notwithstanding anything to the contrary in this Agreement, GetGloby may, in its sole discretion and without notice, temporarily suspend or permanently terminate Customer’s and any other Authorized User’s access to any portion or all of the Services for no reason or for any reason, including but not limited to if: i) GetGloby reasonably determines that (A) there is a threat or attack on any of the GetGloby Property; (B) Customer’s or any other Authorized User’s use of the GetGloby Property disrupts or poses a security risk to the GetGloby Property or to any other Customer or vendor of GetGloby ; (C) Customer or any other Authorized User is using the GetGloby Property for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) GetGloby’s provision of the Services to Customer or any other Authorized User is prohibited by applicable law; ii) any vendor of GetGloby has suspended or terminated GetGloby’s access to or use of any third-party Services or products required to enable Customer to access the Services; or iii) in accordance with Section 5. Compensation.
i. Changes to the Services. We may, without prior notice, Change the Services; stop providing the Services or features of the Services, to you or to Users generally; or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.
j. In-Product Cookies. Whenever Customers or Users interact with the Services, GetGloby uses First Party Cookies to collect information to ensure Customers and Users can securely, quickly and reliably use the Services, and GetGloby’s Cookie Policy, included in our Privacy Policy, applies. When GetGloby collects this information, it only uses this data to i) provide the Services, or ii) in aggregate form, and not in a manner that would identify the Customers or Users personally.
k. Third-party sites, products and Services Our Platform may include links to other third party applications, Websites, products and Services that could be integrated with our Services (the “Integrated Products”) solely as a convenience to our Customers. These Integrated Products may have their own terms and conditions of use and privacy policies and your use of these Integrated Products will be governed by and subject to their documentation.These are not our Services, so we do not endorse any Integrated Products, and are not responsible or liable for the behavior, features or Content of any Integrated Products, and ultimately the Customer (and not GetGloby) will decide whether or not to enable them. Furthermore, GetGloby makes no express or implied warranties with regard to the information, material, products or Services that are contained on or accessible through Integrated Products. Any access or use of an Integrated Product is solely at your own risk, directly governed between you and the applicable third-party provider.If an Integrated Product is enabled for a Team's Workspace, please be mindful of any Customer Data that will be shared with the third-party provider and the purposes for which the provider requires access. We will not be held responsible for any use, disclosure, modification or deletion of Customer Data that is transmitted to, or accessed by, an Integrated Product. Check out our Privacy Policy for more information.
a. Subscription. A valid and activated Subscription allows the Customer’s Authorized Users to access the Platform and use the Services. A Subscription is generally purchased through the Website, unless we have agreed with you to execute an individual agreement.The Subscription is automatically activated once we receive the Fees from the Customer. Your Subscription continues for the term specified in the term section or the term specified in the applicable individual agreement.
b. Fees. You are able to purchase a Plan, and you will be charged as described below. We offer several Plans appealing to different types of Customers and their different requirements and wishes. The Fees for your Subscription depend on the selected Plan. GetGloby will not Change the Fees for Customers during an existing Subscription term. However, GetGloby reserves the right to Change the Fees for a particular Plan starting from a new billing cycle, provided Customers have been given a 15 (fifteen) days prior written notice regarding the upcoming Changes. All Fees, refunds and Taxes due hereunder will be paid in U.S. dollars. Payment obligations are non-cancelable and, except as expressly stated in these Terms, the Customer’s payments are non-refundable.
c. Taxes. The Fees stated are exclusive of any Taxes. The Customer will be responsible for paying all Taxes and charges made under a chosen Plan, except for those Taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, the Customer will reimburse us for said withholding tax in full.
d. Free Trial. GetGloby offers a 30-days Free Trial. Once you sign up for a Free Trial, you get access to a single-use Free Trial (We only offer one Free Trial per user). During this Free Trial, you will be granted 100 credits for using the different Services available in our Platform. Your Free Trial will end once the 30-day period is over or after you have used the total of the 100 credits, whatever occurs first.At the end of the Free Trial, you will be able to continue using the Platform by switching to a paid Plan; otherwise, you will no longer be able to access the Platform.
e. Monthly Plans billing. GetGloby’s monthly Plans provide month-to-month access, with monthly charges being paid on each renewal day (the same day of the month that you originally signed up for the Plan). Monthly Plans automatically renew every month. If you cancel before an upcoming renewal day, you will have access to the Platform through to the end of the billing cycle.
f. Annual Plan billing. GetGloby’s annual Plans provide year-to-year access and some savings compared to the month-to-month Plans. Annual Plans automatically renew every year, unless a Customer terminates the Subscription. If a Customer cancels the Subscription before the upcoming renewal date, said Customer will have access to the Platform until the end of the paid Subscription.Annual charges will be paid on each renewal date (the same date of the year that you originally signed up for the Plan).g. Failed charges. Suspension. If the payment method you have on file is no longer valid or the billing information has Changed, or if, for any reason, a charge is rejected, you will have to update your billing information on the Platform. Otherwise, we may suspend your access to the Platform.The Customer acknowledges and agrees that suspensions will result in a decrease in certain features and functionalities of the Platform, as illustrated by comparing the Plans in our Pricing page and potential loss of access to Customer Data.
h. Auto-Renewal. Cancellation policy. Refunds. Switching to another Plan. A Subscription will automatically renew at the end of the Subscription for a new period equal to the preceding term, unless you cancel the Subscription as set forth herein.Fees during any automatic renewal term will remain the same as they were during the preceding term unless we have notified you of any Change of Fees in advance. If the Customer voluntarily downgrades or upgrades to another Plan, all the Fees prepaid but not used for the Services during the existing Subscription term will be offset against outstanding Fees of the newly elected Plan. Check out our Pricing page for more information about payment options.Customers that would like to switch Subscriptions from an annual to a monthly basis, or vice versa, must contact us at: info@getgloby.com for additional information. We will review each request on a case-by-case basis. GetGloby reserves the right to decline your application to change the billing cycle. In this case, you will have to cancel your subscription and re-subscribe to the new one once the old one has expired.You have the right to cancel the Subscription at any time through the Settings page where you can stop the Subscription from automatically renewing. These terms will be deemed terminated once you cancel the Subscription. Please see Section 15 “Term and Termination” for details. Once a Customer cancels the Subscription, no additional charges will be taken, and the Customer can use the Platform until the prepaid Subscription term expires. However, no refunds (prorated or otherwise) are provided upon cancellation. In the interest of fairness to all our Customers, no exceptions will be made.
GetGloby retains any and all intellectual property (IP) Rights, title and interest in and to the Platform and the Services, including all copies, modifications, extensions and derivative works thereof. Your right to use the Platform and/or the Services is limited to the rights expressly granted by the Our License set forth in these Terms. All rights not expressly granted to you are reserved and retained by GetGloby.Subject to your complete and ongoing compliance with all the Terms and conditions set forth in these Terms, we grant you the right (or “Licence”) set forth in Section 4.a of these terms solely as necessary to access the Platform and use the Services pursuant to the completion of this Agreement.Our License is:
i) ‘Limited’ (meaning that you can only use the Platform and/or the Services for the purposes we have set out in these Terms as long as your Subscription is paid and in effect);
ii) ‘Non-exclusive’ (meaning that we can grant the same and similar licenses to other Customers as well);
iii) ‘Non-transferable’ (meaning that the license is only for your benefit and you may not transfer any of the rights that we grant to you to any other person or entity);
iv) ‘Non-sublicensable’ (meaning that you also may not sublicense any of the rights that we grant to you to any other person, besides your Authorized Users);
v) ‘Revocable’ (meaning that we can terminate this License, for example if we downgrade you for non-payment);vi) ‘Worldwide’ (meaning the license is not limited by territory; the License applies worldwide unless the applicable law or the law of the country of your location forbids such licenses); and
vii) Conditional on your compliance with these Terms.Our License does not confer onto you any ownership interest and/or title in the Platform and/or the Services and/or any of GetGloby’s Content, material and information.
a. GetGloby respects your privacy and has established certain policies and procedures relating to the collection and processing of Customer Personal Data. Please, check our Privacy Policy to learn more about your rights, and our obligations and procedures applied to your Personal Data while you access the Platform and use the Services.
We will ensure that all persons authorized to process Customer Personal Data on behalf of GetGloby have committed themselves to confidentiality, or are under an appropriate statutory obligation of confidentiality. We will maintain administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Customer Personal Data.
b. By Transferring Customer Personal Data to the Platform, you authorize us to process the Customer Personal Data for the purposes of providing the Services to you.
c. By agreeing to these Terms, you grant us a general authorization to engage sub-processors for the purposes of providing the Services.
d. You understand that all Customer Data Transferred through the Platform is the sole responsibility of the person from whom such Customer Data originated. You are solely responsible for determining the suitability of the Services for your business or organization and for complying with any Data Protection Laws applicable during the use of the Services.
Unless expressly stated in this Agreement, GetGloby bears no responsibility for any Customer Data that is Transferred through the Platform, nor for any actions taken by the Customers or the Authorized Users as a result of said Customer Data.
e. You acknowledge that the Platform incorporates OpenAI technology and may incorporate other machine learning and artificial intelligence technology from time to time.
You acknowledge that due to the nature of the technology which powers the Platform which includes OpenAI tools and machine learning technology, Services delivered through the Platform may not be unique to the Customer. If you and another third-party Customer both provide the same language (such as a well-known quote, for example) for translation through our Platform, our Platform may generate the same or similar Content to you and to the other Customer.
f. Cookies. Cookies are files that web browsers place on a computer’s hard drive and they help us with things like understanding how users and visitors use a Website, remembering a user’s login details, and storing Website preferences. When you interact with the Platform, we strive to make that experience easy and meaningful. When you come to our Website, our web server sends a cookie or cookies to your computer; you are permitted to withdraw your consent and turn off cookies. For more details, please see our Cookies Policy.
g. Your Warranties related to the Customer Data: We do not bear any liability or responsibility in relation to Customer Data, nor do we endorse any opinion contained in any of your Content.
You represent and warrant that you own, and/or have the necessary permissions to use and authorize use of the Customer Data as described in the Terms. Moreover, you represent and warrant that the Customer Data is legally unobjectionable and that it is virus-free.
You represent and warrant that you (and all the Authorized Users) will comply with any technical restrictions on the Platform that allow you to use the Services only in certain ways. You further represent and warrant that you have all right, title and interest in the Content and the Content will not infringe upon any third party’s rights, including copyright.
h. The Customer (for itself and all of its Authorized Users) grants GetGloby the right to use Customer Data solely as necessary (a) to provide, maintain, improve, promote, protect and update the Services and the Platform; (b) to prevent or address service, security, support or technical issues related to the Services and the Platform; (c) as required by law or as permitted by our Privacy Policy; or (d) as expressly permitted in writing by the Customer.
i. Your License to Us: These Terms do not grant us any IP Rights to your Content. You own any Content Transferred through the Platform.
You (for yourself and all of your Authorized Users and/or its end-users), however, give us permission to use the Content in the ways necessary to provide, improve, promote and protect our Services and the Platform (“Your License”). Your License is:
i) ‘Limited’ (meaning that you can only use your Content for the purposes we set out in these Sections of the Terms as long as these Terms are in effect);
ii) ‘Non-exclusive’ (meaning that you can grant the same and similar licenses to other persons as well);
iii) ‘Non-transferable’ (meaning that the license is only for our benefit and we may not transfer any of the rights that you grant to us to any other person or entity except as provided herein and in our Privacy Policy);
iv) ‘Non-sublicensable’ (meaning that you also may not sublicense any of the rights that we grant to you to any other person, besides our Affiliates);
v) ‘Irrevocable’ (meaning that you cannot terminate this License as long as these Terms are in effect);
vi) ‘Worldwide’ (meaning the license is not limited by territory); and
vii) Conditional on your compliance with these Terms; Your License gives GetGloby rights to access, use, process, host, store, reproduce, copy, modify, distribute, communicate, perform, export, display and create derivative works of your Content (such as those resulting from translations, adaptations or other Changes we make so that your Content works better with the Services and/or the Platform). This Section does not affect any rights the Customer and/or his Authorized Users and/or end-users may have under any applicable Data Protection Laws.
j. Usage Data. We may generate and use technical logs, data, and learnings about your use of the Platform, Customer Data in aggregate, de-identified or anonymized form (the “Usage Data”) to operate, improve, analyze and support the Platform and/or the Services and for other lawful business purposes. We might use Customer Data without de-identification, aggregation, and anonymization for troubleshooting purposes and analytical purposes to improve the Services and/or the Platform to the benefit of the Customer.
k. Prohibited Content. You (and all of your Authorized Users) agree that you will not under any circumstances Transfer to the Platform any Customer Data (including software, text, images or other information) that:
i) Is unlawful and/or promotes unlawful activities;ii) Defames, harasses, abuses, threatens or incites violence towards any individual or group;
iii) Is pornographic, discriminatory and/or otherwise victimizes and/or intimidates an individual and/or group on the basis of religion, gender, sexual orientation, race, ethnicity, age and/or disability;
iv) Is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation and/or any form of lottery and/or gambling;
v) Contains any Sensitive Information;
vi) Contains and/or installs any viruses, worms, malware, Trojan horses and/or other Content that is designed or intended to disrupt, damage and/or limit the functioning of any software, hardware, and/or telecommunications equipment and/or to damage and/or obtain unauthorized access to any data and/or other information of any third party;
vii) Infringes upon any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity and/or other rights;
viii) Impersonates any person or entity, including any of our employees or representatives; and/or
ix) Violates the privacy of any third party (collectively the “Prohibited Content”).
We are not obligated to pre-screen, monitor or filter any Customer Data in order to discover any unlawful nature therein. However, if such Customer Data or the action of its unlawful processing is discovered or brought to our attention or if there is reason to believe that certain Customer Data is deemed to be Prohibited Content, we have the right (but not the obligation) to:
i) Notify the Customer of such Prohibited Content;
ii) Demand that the Customer bring the Prohibited Content into compliance with these Terms, the Contracts (as applicable) and any applicable law;
iii) Temporarily or permanently remove the Prohibited Content from the Platform, restrict access to it or erase it with or without notice to the Customer;
iv) Terminate these Terms and other Contracts with immediate effect;
v) Suspend or stop providing our Services to you;
vi) Block you from accessing the Platform.
l. Your End-User Personal Data and Content. We do not knowingly process or collect any Sensitive Information. You shall be responsible for ensuring that any Personal Data relating to yourself or your end-users is Transferred to the Platform in compliance with any applicable Data Protection Laws. You shall be solely liable for any and all liabilities arising from or relating to end-user Personal Data and end-user generated Content.
a. “Confidential Information” means (a) for GetGloby: the GetGloby Services; (b) for the Customer: Customer Data; (c) any other information relating a party that is disclosed in writing or orally and is designated as confidential or proprietary at the time of disclosure (and, in the case of oral disclosures, summarized in writing within ten (10) calendar days of the initial disclosure and delivered to the recipient), or that due to the nature of the information the recipient would clearly understand it to be confidential information of the disclosing party; and (d) the specific terms and conditions of these Terms, and any amendment and attachment thereof, agreed between GetGloby and a Customer in writing.
Confidential Information shall not include any information that: (a) was or becomes generally known to the public through no fault or breach of these Terms by the recipient; (b) was rightfully in the recipient’s possession at the time of disclosure without restriction on use or disclosure; (c) was independently developed by the recipient without use of the disclosing party’s Confidential Information; or (d) was rightfully obtained by the recipient from a third party not under a duty of confidentiality and without restriction of use or disclosure. All information provided to GetGloby that is not Confidential Information will be treated in accordance with our Privacy Policy.
b. Restricted Use and Nondisclosure. During and after the Subscription Term, the party receiving Confidential Information will: (a) use the Confidential Information of the other party solely for the purpose for which it is provided; (b) not disclose such Confidential Information to a third party, except on a need-to-know basis to its attorneys, auditors, consultants and service providers who are under confidentiality obligations at least as restrictive as those contained herein; and (c) protect such Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature. Notwithstanding the foregoing, the Customer expressly authorizes GetGloby to use and process the Customer Data as described in our Privacy Policy.
c. Required Disclosure. If GetGloby is required by law to disclose Confidential Information, GetGloby will give prompt written notice to the Customer before making the disclosure, unless prohibited from doing so by the legal or administrative process, and assist the Customer to obtain, where reasonably available, an order protecting the Confidential Information from public disclosure.
GetGloby Platform Services are designed to be available 24/7, subject to maintenance.
GetGloby will make commercially reasonable efforts to keep the Platform and Services operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions.
To the extent permissible under any applicable law, GetGloby reserves the right at any time to modify or discontinue, temporarily or permanently, the functionality of the Platform and/or the Services for any technical or operational reasons that might adversely affect the Client. Such Changes to the Platform and/or the Services might be made, depending on the circumstances, with or without notice and without liability to you for any interruption, modification, or discontinuation of the Platform and/or Services or any functionality thereof, except where prohibited by law.
You understand, agree and accept that GetGloby has no obligation to maintain, support, upgrade, or update the Platform or Service, or to provide all or any specific Content or information through the Platform. This section will be enforced to the extent permissible by any applicable law.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE Services AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU AGREE THAT USE OF THE Services AND ALL RELATED COMPONENTS AND INFORMATION IS AT YOUR SOLE RISK. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE Services WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. TO THE EXTENT YOUR JURISDICTION IMPOSES MANDATORY LAW THAT DOES NOT ALLOW LIMITATIONS ON WARRANTIES, THIS LIMITATION MAY NOT APPLY TO YOU.
a. Your Indemnification of GetGloby. The Customer (itself and on behalf of its Authorized Users) will indemnify, defend, and hold harmless GetGloby and its Affiliates, sub-contractors, agents, licensors, Content providers and Services providers and their current and past directors, officers and employees (the “GetGloby Indemnified Persons”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Customer’s or any of its Authorized Users’ access of the Platform and/or use of the Services in violation of these Terms, including, but not limited to, any claims related to any infringement of i) the third party IP Rights; and/or ii) breach (violation) of any applicable Data Protection Laws (each individually referred to as a “Claim Against Us”), and will indemnify the GetGloby Indemnified Persons for any and all resulting loss, damages, judgments, awards, costs and all reasonable attorney’s Fees incurred or finally awarded against the GetGloby Indemnified Persons in connection with or as a result of, and for amounts paid by the GetGloby Indemnified Persons under a settlement the Customer approves of in connection with, a Claim Against Us.
GetGloby must provide the Customer with prompt written notice of any Claim Against Us and allow the Customer the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting the Customer’s defense and settlement of such a matter. This section states your sole liability with respect to, and the GetGloby Indemnified Parties’ exclusive remedy against the Customer for, any Claim Against Us.
b. Our Indemnification of Customer. GetGloby will indemnify, defend, and hold harmless the Customer and its Authorized Users, current and past directors, officers and employees from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Platform and/or the Services as permitted under the Terms infringes upon or misappropriates a third party’s IP Rights (an “IP Claim Against Customer”), and will indemnify the Customer for all reasonable attorney’s Fees incurred and damages and other costs finally awarded against the Customer in connection with or as a result of, and for amounts paid by the Customer under a settlement GetGloby approves of in connection with, an IP Claim Against Customer; provided, however, that GetGloby will have no liability if a Claim Against Customer arises from (a) Customer Data or Integrated Products; and (b) any modification, combination or development of the Platform that is not performed by us, including in the use of any application programming interface (the "API").
The Customer must provide us with prompt written notice of any IP Claim Against Customer and allow us the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting our defense and settlement of such a matter. This section states our sole liability with respect to, and Customer’s exclusive remedy against us for, any IP Claim Against Customer.
c. Limitations on Indemnifications. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party's prior written consent, such consent is not to be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO RECOVER DAMAGES FROM US.
a. Independent Allocations of Risk. The limitations under this “Limitations of Liability” Section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by any applicable law.
Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks of these Terms between the parties. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these Terms, and each of these provisions will apply even if the warranties in these Terms have failed of their essential purpose.
b. Limitation on Indirect Liability. Neither party will be liable under these Terms for diminution in value, lost profits or revenues or indirect, special, incidental, consequential, exemplary, or punitive damages, even if the party knew or should have known that such damages were possible and even if direct damages are not a satisfactory remedy.
c. Limitation on Amount of Liability. GetGloby’s maximum aggregate liability to the Customer for damages of any kind that the Customer suffers in connection with access to the Platform and/or use of the Services is limited to the amount paid by the Customer to GetGloby in connection with the Services in the twelve (12) month period immediately preceding the date of the last event giving the rise to the liability. This limitation shall apply whether an action is in contract or tort and regardless of the theory of liability.
d. Specific Exceptions from Liability. GetGloby shall have no responsibility for the legitimacy and/or accuracy of your Content, IP Rights claims related to, or arising from, your Content; or any Transfers of Sensitive Information.
To the maximum extent permitted by applicable law, GetGloby assumes no liability or responsibility for any i) errors, mistakes, or inaccuracies of Content; ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Services; iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; iv) any interruption or cessation of transmission to or from the Services; v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Services by any third party; vi) any errors or omissions in any Content or for any loss or damage incurred as a result of the use of any Content posted, emailed, transmitted, or otherwise made available through the Services; and/or (vii) Customer property or the defamatory, offensive, or illegal conduct of any third party.
GetGloby has no responsibility and/or liability for any scheduled or unscheduled downtime or unavailability of the Platform and/or the Services for any reason whatsoever.
GetGloby shall have no responsibility for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Services or your Account or the information contained therein.
The more suggestions our Customers make, the better GetGloby Services become. If a Customer sends us any Feedback regarding the Services, there is a chance we will use it, so the Customer grants us (for itself and all of its Authorized Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such Feedback or suggestions for any purpose without any obligation or compensation to Customer, any Authorized User or other Customer personnel. In particular, we have rights to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose.
If we choose not to implement your Feedback, please don’t take it personally. We appreciate it nonetheless.
We shall further have the right to modify or remove any Feedback provided in the public areas of the Platform if we deem it, at our discretion, to be harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful.
You grant GetGloby a limited non-transferable right, which is freely revocable at any time by giving written notice to: info@getgloby.com to use your logo and other corporate identifiers on a royalty-free basis worldwide in any marketing, sales, public relations materials and other communications solely to identify you as our Customer. GetGloby hereby grants to you a limited non-transferable right to use GetGloby's logo on a royalty-free basis worldwide solely to identify GetGloby as the Services provider to you. Any of us using the other’s logo shall include a trademark attribution notice giving notice of the other party’s ownership of its trademarks in the marketing materials in which the other party’s name and logo appeared.
a. Term. These Terms will continue to apply to you until the occurrence one of the following events: (a) the Terms have been terminated by GetGloby or the Customer; (b) the Subscription ordered under the Terms has expired or has been canceled; (c) the Terms themselves expire.
b. Termination by Customer. The Customer has the right to terminate these Terms and cancel the Subscription with or without cause; no further notice to us is required. If the Terms are terminated by a Customer for a cause (i.e., in the case of our breach of the Terms), we will refund the Customer for any prepaid Fees covering the remainder of the term of the Subscription in effect.
c. Termination by GetGloby. GetGloby may terminate the Terms, suspend Customer’s access to the Platform and Services and/or cancel the Subscription with immediate effect, if we reasonably believe that:
i) the Services and/or the Platform are being used by the Customer in violation of any applicable law;
ii) there is actual or suspected unauthorized use of the Platform and/or the Services from your side;
iii) there is a material breach of these Terms or any other Contracts by the Customer;
iv) the Customer's access to the Platform and Services is regarded by GetGloby as a risk to its commercial activities or reputation.
The Customer is responsible for its Authorized Users being compliant with the Terms and any applicable law. Any breach of these Terms caused by an Authorized User when accessing the Platform and/or using the Services will be deemed as a breach by the Customer itself.
If GetGloby terminates the Terms or suspends your access to the Platform or the Services for any of the reasons set forth in this Subsection “Termination for Cause”, you agree that GetGloby shall have no liability or responsibility to you.
GetGloby will not refund any Fees that you have already paid, to the fullest extent permitted under applicable law. You will pay any unpaid Fees covering the remainder of the term of the Subscription in effect.
If GetGloby decides to terminate these Terms without cause, a written notice will be served to an email address associated with the Customer at least three (3) calendar days before the termination date. The Customer whose Subscription has been terminated by us without cause will have the right to claim refunds for prepaid but unused Services in the Subsection "Auto-Renewal. Cancellation policy. Refunds. Switching to another Plan".
d. Effect of Termination
Upon termination of these Terms GetGloby shall deactivate the Account within six (6) months of the effective date of termination of these Terms. If the Customer has specifically requested an earlier deactivation or deletion of the Account, GetGloby shall fulfill said request within one (1) month of its receipt of said request.Upon termination of these Terms the Customer shall: (a) stop using and prevent the further access to the Platform and/or usage of the Services; (b) pay any Fees owed to GetGloby under these Terms; and (c) discharge any liability incurred by the Customer under these Terms prior to their termination.
a. Governing Law. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Delaware, U.S.A., without reference to its choice of law rules to the contrary. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm.
b. Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the Services for personal, commercial or other purposes, all claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You and GetGloby agree that any relief awarded shall only be awarded with respect to an individual claimant and only to the extent necessary to provide relief on your individual claim(s), and so, any relief awarded may not affect other GetGloby users. you and GetGloby further agree that, by entering into this agreement, you and GetGloby are each waiving the right to a trial by jury or to bring, join, or participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind as a plaintiff or class member.
a. Sanctions and Export Policy. You may not access the Platform and/or any Services if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Platform or the Services. You must comply with all U.S. or other export and re-export restrictions that may apply to the Platform and the Services.
b. Entire Agreement. Conflict. Unless otherwise agreed to by GetGloby and you in writing, these Terms and the applicable Contracts (if any) constitute the entire agreement between GetGloby and you concerning the subject matter hereof.c. Severability. If any part of the Terms is held invalid, illegal or unenforceable, that part will be construed to reflect the parties original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of these Terms and/or any breach thereof, in any one instance, will not waive such term and/or condition or any subsequent breach thereof.
d. Assignment. You may not assign your rights under these Terms to any other party without GetGloby’s express prior written consent; GetGloby may assign its rights under the Terms without any notice to any of its Affiliates. These Terms will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
e. Force Majeure. Except for payment obligations, neither GetGloby nor you will be liable by reason of any failure or delay in the performance of any obligations on Account of events beyond the reasonable control of a party, which may include denial-of-service attacks, malware attacks, a failure by a third party hosting provider or utility provider, shortages, riots, fires, acts of God, war, strikes, terrorism, and governmental action.
f. Survival. All provisions of the Terms, which by their nature should survive termination of these Terms, shall survive such termination.
g. No Waiver. No waiver by either you and/or GetGloby of any breach and/or default and/or failure to exercise any right allowed under the Terms is a waiver of any preceding and/or subsequent breach and/or default and/or a waiver and/or forfeiture of any similar and/or future rights under these Terms.
h. Beta Trials. If You are offered or receive access to a Service or features on a free or trial basis, or as an alpha, beta, experimental, pre-release or early access offering (collective, "Betas"), Your use is limited to internal evaluation only and restricted to the time period designated by GetGloby (or if not designated, no more than 30 days). Your use of or access to Betas is purely optional. YOU HEREBY ACKNOWLEDGES THAT BETAS MAY BE INOPERABLE, INCOMPLETE, CONTAIN BUGS OR INCLUDE FEATURES THAT DON’T WORK AND ACCESS TO OR USE OF ANY BETA IS AT YOUR OWN RISK, WITHOUT ANY WARRANTY OR GUARANTEE, AND ARE PROVIDED “AS-IS” ONLY. IF YOU ARE NOT COMFORTABLE WITH THESE TERMS, DO NOT USE OR ACCESS THE SERVICE OR FEATURE IN BETA. ALSO BE AWARE THAT GETGLOBY MAY TERMINATE OR SUSPEND ACCESS TO OR USE OF ANY BETA SERVICE OR FEATURE AT ANY TIME WITHOUT NOTICE, AND GETGLOBY MAY NEVER RELEASE A BETA SERVICE OR FEATURE, IN ITS SOLE DISCRETION. IN ALL CASES AND NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY, YOU HEREBY UNCONDITIONALLY UNDERSTAND AND AGREE THAT GETGLOBY’S AGGREGATE LIABILITY WITH REGARD TO ANY BETA SERVICE OR FEATURE WILL NOT EXCEED US$50.
a. “Account” means the primary virtual part of the Platform designated for accessing the Platform for any Authorized User.
b. “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
c. “Authorized User” means an individual natural person, whether an employee, business partner, contractor, or agent of a Customer who is registered or permitted by the Customer to access a Team's Workspace and/or use the Services subject to these Terms and the applicable Plan.
d. "Change" and cognates means revise, add, delete, Change, update or otherwise modify.e. “Content” means information, including but not limited to, files, folders, strings of text, texts, design layouts, source code, pictures, video and other images, audio materials, graphics, document or data files, messages and other communications, personalization settings and other information and/or Content, which is or may be provided, uploaded, created, generated, submitted, distributed, posted and/or otherwise Transferred through the Platform by the Customer or the Authorized Users, including the Content generated by the Customer’s end-users.
f. “Contracts” means collectively i) these Terms, ii) GetGloby Privacy Policy and iii) any other operating rules, policies and documents that may be published from time to time by GetGloby on the Website which shall be incorporated herein by reference.
g. “Customer” means a natural or legal person who has accepted these Terms with GetGloby.
h. “Customer Data” means jointly the Content, the Customer Personal Data as well as any other information that a Customer and/or its Authorized Users Transfers to GetGloby in connection with the use of the Services.
i. “Customer Personal Data” means Personal Data that GetGloby Processes as a Data Processor for Customer for the purpose of providing the Services. Customer Personal Data includes Personal Data that the Customer Transfers in connection with its use of the Services and the Platform.
j. “Data Protection Laws” means all laws and regulations, including laws and regulations of the United States of America, the European Union (the “EU”), the European Economic Area (the “EEA”) and their member states, Switzerland and the United Kingdom, applicable to the Processing of Customer Personal Data under these Terms.
k. “Fees” means a payment for using the Platform under a specific Plan and/or any other regular payments for using the Services.
l. “Feedback” means any suggestions, comments, bug reports, Feedback, or suggested modifications for the GetGloby Platform and/or Services from our Customers and Authorized Users or any other person.
m. “Free Trial” means a 30 calendar day temporary access to the Platform and/or Services for the purpose of trying out the Platform and Services without paying the Fees.
n. “IP Rights” means copyrights, patents, trademarks, and trade secrets and other legitimate rights, interests and title to the intellectual property.
o. “Personal Data” means information about an identified or identifiable natural person that i) can be used to identify, contact or locate a specific individual; ii) can be combined with other information that can be used to identify, contact or locate a specific individual; or iii) is defined as “Personal Data” or “personal information” by applicable Data Protection Laws relating to the collection, use, storage or disclosure of information about an identifiable individual.
p. “Plan” means a set of tools, features, criteria and functionality accessible on the Platform for a Customer that form a basis for the Fees.
q. “Personal Data Breach” means any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, any Protected Data.
r. “Platform” means GetGloby’s proprietary online Platform (including the Website and all the other technologies) designed for managing the localization and translations of mobile apps, web, games, IoT, SaaS, other software products, marketing and other digital Content. For the avoidance of doubt, all references to the “Platform” in these Terms also include the GetGloby Services.
s. “Sensitive Information” means any Personal Data of a Customer’s end-users and/or any other Customer Data that is subject to heightened security requirements as a result of the Customer’s internal policies or practices or by any law or regulation applicable to the Customer (examples include but are not limited to the U.S. Health Insurance Portability and Accountability Act (HIPAA), the Gramm–Leach–Bliley Act (GLBA), Family Educational Rights and Privacy Act (FERPA).
t. “Services” means the set of software and software-as-a-service (SaaS) translation and localization tools and Services that GetGloby may provide from time to time via the Platform or third party resources, including elements of translation management system/software (TMS), computer-assisted translation (CAT), neural, machine and human translations or a combination thereof, GetGloby Platform features and capabilities, or other productivity, workflow, software development and other tools and Services, on a Subscription, pay-as-you-go, prepayment, and/or usage basis.
u. “Subscription” means confirmation of the Customer’s rights to access the Platform and/or use the Services as described in the elected Plan in exChange for payment of the applicable Fee during a specific period of time.
v. “Taxes” means any Taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding Taxes, applicable in any jurisdiction.
w. “Team's Workspace” means a designated virtual space where Authorized Users may create Projects and access the Services.
x. “Transferred” and cognates means provided, uploaded, downloaded, created, generated, submitted, distributed, imported, exported, posted and/or otherwise available through the Platform.
y. “Website” means an interface of the Platform compiled of all web documents (including images, CSS, and HTML files) made available via https://getGloby.com or its sub-domains or domains under other top domains and owned by GetGloby.
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