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Terms of Business

1. Terms and Conditions
1.1 These Terms and Conditions apply to the translation services (the Services) provided by LingoDub Technologies Ltd a company incorporated under the laws of England and Wales with company number 12467598 and whose registered office is at 71-75 Shelton Street, London WC2H 9JQ, England (LingoDub, we, us).
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 By using the Services provided by LingoDub Technologies Ltd, You also agree to the YouTube Terms of Service.
1.4 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. Definitions & Interpretation
2.1 In these Terms and Conditions, the following words have the following meanings:
AUP our acceptable use policy as may be varied from time to time;
Commission Percentage of the Net Income we receive;
Content The video and recorded content that you provide to us and/or we access in order to create the Translated Channels together with such branding and art associated with that content and used by you on your Channels;
IP Rights any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design right, rights in trade, business or domain names, rights in trade dress, rights in inventions, performers rights, rights in confidential information or know-how or any similar or equivalent rights in any part of the world;
Net Income the income actually received by us (less taxes) through the YouTube advertising services on the Translated Channel, or through one-off payment for providing Translated Content, or through subscription-based payment for providing Translated Content;
Services the creation of Translated Content, adding meta data to the Translated Content and uploading such Translated Content as we select to the Translated Channel on YouTube with access to the YouTube advertising platform;
Translated Channel the channel that we create for you based on your Content to feature the Translated Content;
Original Video the Video you submitted for translation, or a video belonging to the channel you submitted for translation;
Translated Video the Client Video with the sound replaced by the Translation; and
Translated Content the translation of your Content that we create as part of the provision of the Services;
Working Day any day other than a Saturday, Sunday or public holiday in England.
2.2 Words in the singular include the plural and words in the plural include the singular.
2.3 Headings shall not affect the interpretation of these Terms and Conditions.
2.4 References to Conditions are references to the Conditions of these Terms and Conditions.
2.5 Unless a right or remedy of a party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party's other rights and remedies.
2.6 A person or third party includes a corporate or unincorporated body (whether or not having separate legal personality).
2.7 Any phrase introduced by the words including or includes shall be construed as illustrative and shall not limit the generality of the related general words.
3. Services
3.1 We shall provide the Services with reasonable skill and care.
3.2 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.
3.3 You shall not engage any third party to translate the Content into language other than Original Video's language without our prior written consent. You agree that a breach of this Condition 3.3 is a material breach of these Terms and Conditions and, without prejudice to any other right or remedy available to us, we shall be entitled to claim damages to reflect the loss suffered by us as a result of the breach.
4. Content
4.1 All IP Rights in the Content remain vested in you and/or your licensors. All IP Rights in the Translated Content remain vested in us and/or our licensors.
4.2 We shall work together to establish the delivery and/or access method to the Content.
4.3 You grant to us a right and licence together with the right to sub-license to edit, reproduce, amend and use the Content in order to carry out the Services.
4.4 You agree that we may also use your Content for our internal business training and analytical purposes, including to train and improve our systems related to transcription, translation, and speech synthesis.
4.5 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.
4.6 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.
4.7 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 4.
4.8 You agree to retain a copy of the Content.
5. Translated Content
5.1 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 7.1 below. We shall make such amendments to the Translated Content as are reasonably necessary.
5.2 You may use, copy or otherwise commercially exploit the Translated Content for any purpose whatsoever, except that you cannot reverse engineer the Translated Content.
5.3 The Translated Content will be available to you for up to a maximum of 30 calendar days from its last modification.
6. Disclaimer
6.1 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.
6.2 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.
6.3 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.
6.4 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.
6.5 Nothing 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 English law.
7. Term and Termination
7.1 These Terms and Conditions shall start on the date of your first submission of Original Video for translation, and shall and continue in force for an initial term of 12 months. After such initial 12 month term these Terms and Conditions shall automatically renew for further 12 month terms if you used company services at least 5 times in the following 12 months.
7.2 We 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.
7.3 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).
7.4 The following Conditions shall remain in force notwithstanding termination of these Terms and Conditions: 7, 8.4-8.5 and 10.
8. Force Majeure
8.1 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.
8.2 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.
9. General
9.1 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.
9.2 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.
9.3 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.
9.4 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.
9.5 This Agreement shall be governed by and construed in accordance with English law and each party hereby irrevocably submits to the exclusive jurisdiction of the English courts.

Acceptable Use Policy

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

  • Breach any applicable laws, regulations, ordinances, rules or any requirements;
  • Infringe any copyright, trademark, trade secret, or other intellectual property rights of any third-party information;
  • Encourage hatred for particular social, ethnical, religious or other group;
  • Contain viruses, Trojan horses, worms, time bombs, corrupted files, or any other similar software or programs that may damage the operation of a computer or other device;
  • Contain Illegal or Hacking/Phreaking Software;
  • Contain any third-party software that is not freely available for distribution without cost, such as ROMs, ROM Emulators and Mpeg Layer 3 files (MP3);
  • Contain any kind of proxy server or other traffic relaying programs;
  • Promote money making schemes, multi-level marketing or similar activities;
  • Contain torrent trackers, torrent Portals or similar software;
  • Contain adult content or content that is pornographic, obscene or unlawfully harassing, or violence
  • Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age
  • Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
  • Be threatening, abusive or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
  • Be deliberately false, inaccurate or misleading
  • Be likely to harass, upset, embarrass alarm or annoy any other person;
  • Be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
  • Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
Last updated: 13th of March 2022