Terms and Conditions

Last Updated: September 1st, 2020

Terms of Business

1.Terms and Conditions

1.1 These Terms and Conditions apply to the translation services (the Services) provided by Unulingo Technologies Limited a company incorporated under the laws of Canadawith company number 123456780 and whose registered office is at 20 Dundas Street West, Toronto, ON (Unilingo, Inc.).

1.2 The Services carried provided on these Terms and Conditions to the exclusion of all other terms and conditions of business, including any that you may send to us, and all terms otherwise implied by law, custom or previous course of dealing to the maximum extent permitted by law. We expressly reject any terms and conditions provided by you to us.

1.3 We may vary these Terms and Conditions at any time. If you have a registered account with us, we shall notify you of the variation.

2.Services

2.1 You appoint us to, and we shall provide you with the Services and create Translated Content with reasonable skill and care, and at your direction and instructions. You shall have sole responsibility for the Content you provide to us, regardless of whether such Content is merely licensed or created by you.

2.2 We shall use our reasonable endeavours to meet any agreed timetable for provision of the Services, provided that time shall not be of the essence.

3.Content

3.1 All IP Rights in the Content remain vested in you and/or your licensors. All IP Rights in the Translated Content remain vested in you and/or your licensors, and to the extent that any such IP Rights could vest in us, we hereby assign to you, in consideration for the fees set out in Section 5, absolutely any and all such IP Rights throughout the world in such Translated Content immediately upon creation

3.2 We shall work together to establish the delivery and/or access method to the Content.

3.3 You grant to us a worldwide, non-exclusive, perpetual licence, together with the right to sub-license to edit, reproduce, amend, use and distribute:

3.3.1 the Content for the purpose of carrying out the Services;

3.3.2 the Translated Content for the purpose of carrying out, and promoting the Services, which includes the right to further monetize any Translated Content if you agree to a Commission Fee-based payment model as set out in Schedule 1 (The Fee). In case of any further monetization of Translated Content, such monetization shall be reported back to you as set out in such Schedule 1. You shall waive all moral rights in respect of our use of the Content and Translated Content under these Terms and Conditions.

3.4 You explicitly agree that we may also use your Content and Translated Content for our internal business training and analytical purposes, including to train and improve our systems related to transcription, translation, and speech synthesis.

3.5 You warrant, represent and undertake that the Content shall comply with our AUP as may be amended from time to time. On our request, you shall immediately provide to us all evidence of your compliance with our AUP, including any consents and permissions relating to any third party IP Rights included in the Content. If you become aware that the Content infringes any third party IP Rights or the AUP, you shall immediately notify us thereof. Upon receipt of such notice or if we are notified of such an infringement by a third party and we reasonably believe that the relevant Content is in breach of third party IP Rights or the AUP, we may remove or take down such Content from any channel you have allowed us to manage it on.

3.6 You warrant, represent and undertake that our use of the Content in accordance with these Terms and Conditions shall not infringe the IP Rights of any third party.

3.7 You shall indemnify us and our directors from and against all costs, claims, demands, liabilities, expenses, damages and losses arising out of or in connection with any claim that we may receive in relation to the Content including as a result of a breach of the warranties in this Condition

3.8 You agree to retain a copy of the Content.

4.Translated Content

4.1 If you become aware that there are any errors or mistakes in the Translated Content delivered to you, you should notify us accordingly, subject always to the provisions of Condition 6.1 below. We shall make such amendments to the Translated Content as are reasonably necessary.

4.2Y ou may use, copy or otherwise commercially exploit the Translated Content for any purpose whatsoever, except that you cannot reverse engineer the Translated Content.

5.Disclaimer

5.1 You acknowledge that:(a)the quality of the Translated Content depends on the quality of your Content. If any of the words used in the Content are not clear, then we cannot promise that the Translated Content will have used the words you intended;(b)within language, there are different words for the same thing and different language dialects and accents, and we cannot promise that the word you prefer or the accent you expected will be used in the Translated Content;(c)the Translated Content is not intended to be an exact replacement of the spoken word in the Content. The Service works best for voice over recordings, not visual recordings of the speaker; and(d)we cannot promise that names will be properly translated.

5.2 Except as set out in these Terms and Conditions, and to the extent permitted by law, no representations, warranties or conditions are given or assumed by us in relation to the Services and you agree that you have not relied upon any other representations, warranties or conditions to enter into these Terms and Conditions.

5.3 We exclude any and all liability to you for:(a)loss of profit;(b)loss or corruption of data or information;(c)business interruption;(d)loss of reputation or goodwill;(e)loss of business opportunity or anticipated saving;(f)loss or damage arising as a result of any error, omission or inaccuracy in any information you provide to us;(g)wasted expenditure; and/or(h)any indirect or consequential or incidental loss incurred by you even if we have been advised of the possibility of such losses.

5.4 In any event, our entire liability to you under these Terms and Conditions including any breach of warranty, condition, representation, statement, act or omission shall be limited to the Fee paid to us for the Translated Content that is the subject of the claim.6.5Nothing in these Terms and Conditions shall operate to limit or exclude our liability for:(a)death or personal injury resulting from negligence;(b)fraud or fraudulent misrepresentation; and/or(c)any other liability that cannot lawfully be excluded under Candian law.

6. Term and Termination

6.1 If you select the ‘Pay as you translate’ Package (as described in Schedule 1), these Terms and Conditions shall apply to each purchase of such Services separately.

6.2 If you select the ‘Full Services Package’ (as described in Schedule 1), These Terms and Conditions shall start on the date of your signature, and shall continue in force for an initial term of 12 months. After such initial 12 month term these Terms and Conditions shall automatically renew for a further 12 month term – with either party able to terminate with 3 months notice.

6.3 If you select the ‘Full Services Package’, on termination of the Terms and Conditions, all Fees for Services provided shall continue to be due and payable. For the avoidance of doubt, we shall continue to have the right to receive the Net Income subject to the following: (a) if the effective date of termination is less than 24 months after the start date defined in Clause 7.1, you shall pay to us 50% of the Net Income for the first 12 months following termination, then 25% of the Net Income for the next 12 months

6.4We may terminate these Terms and Conditions immediately if any of your Content breaches our AUP or if we no longer provide the Services for any reason.

6.5 Either party may terminate these Terms and Conditions by notice in writing immediately if the other party:(a)commits any material breach of any of the terms of these Terms and Conditions and if such breach is capable of remedy fails to remedy that breach within 5 days of being notified of the breach; and/or(b)enters into liquidation compulsorily or voluntarily or compounds with its creditors or has an administrator, receiver or administrative receiver appointed over all or any part of its assets or takes or suffers any similar action in consequence of debt (except where any action occurs for the purposes of reconstruction or amalgamation whilst solvent)

7. Force Majeure

7.1 For the purposes of this Condition 9, an event of Force Majeure means any event beyond the reasonable control of either party, including change in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, failure of suppliers or subcontractors, riot, civil commotion, accident, act of God, fire, flood and storm.

7.2 If a party is prevented, hindered or delayed from or in performing any of its obligations under these Terms and Conditions by an event of Force Majeure, the affected party’s obligations under these Terms and Conditions are suspended without liability while the event of Force Majeure continues and to the extent that it is prevented, hindered or delayed.

8. General

8.1 Nothing in these Terms and Conditions shall confer or purport to confer on any other third party any benefit or the right to enforce any term of these Terms and Conditions under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

8.2 Save as expressly provided in these Terms and Conditions no amendment or variation of these Terms and Conditions shall be effective unless it is in writing and signed by each of the parties.

8.3 The failure or delay of a party to exercise or enforce any right under these Terms and Conditions shall not be deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.

8.4 Any notice given under these Terms and Conditions shall be in writing and shall be served by delivering the notice personally, by email or by pre-paid first class post to the address for each party set out on the Order or such other address or email address as either party notifies to the other from time to time. Any such notice shall be deemed to have been received if delivered personally or by email at the time of delivery and if delivered by first class post 24 hours from the date of posting.

8.5 This Agreement shall be governed by and construed in accordance with Canadian law and each party hereby irrevocably submits to the exclusive jurisdiction of the Canadian courts.

Acceptable Use Policy

You agree that any video or recordings that you provide to us shall not: