| 1. |
Terms and Conditions |
| 1.1 |
These Terms and Conditions apply to 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"). The services include, but are not limited to, video translation services, messaging services (including WhatsApp messaging), and related SaaS products ("Services"). |
| 1.2 |
The Services are provided on these Terms and Conditions to the exclusion of all other terms and conditions, including any 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, you also agree to the YouTube Terms of Service if applicable, and to the WhatsApp Business Terms of Service and the Meta Privacy Policy where applicable for messaging services provided via WhatsApp or other Meta platforms. |
| 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 |
any video, audio, written, or other material you provide to us, including for translation or messaging purposes; |
| IP Rights |
any intellectual property rights including patents, trademarks, registered designs, copyright, database rights, trade secrets, and related rights worldwide; |
| Messaging Services |
services we provide for delivering messages on your behalf using platforms such as WhatsApp, email, or SMS; |
| Net Income |
the income actually received by us (less taxes) through YouTube advertising on the Translated Channel, through payment for Translated Content, or for messaging services provided; |
| Services |
the services we provide, including video translation, messaging services, content processing, and related SaaS platform services; |
| Translated Channel |
the YouTube channel we create for you to feature Translated Content; |
| Original Video |
the video you submitted for translation, or a video belonging to the channel you submitted for translation; |
| Translated Video |
the Original Video with the sound replaced by the Translation; |
| Translated Content |
the translation of your Content we create as part 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 exclusive, the exercise of it is without prejudice to that party's other rights and remedies. |
| 2.6 |
A "person" includes a corporate or unincorporated body, whether or not having separate legal personality. |
| 2.7 |
Any phrase introduced by "including" or "includes" is 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 reasonable endeavours to meet any agreed timetable for provision of the Services, provided that time is not of the essence. |
| 3.3 |
For Translation Services, you shall not engage any third party to translate the Content into another language without our prior written consent. A breach of this is a material breach of these Terms and Conditions. |
| 3.4 |
For Messaging Services, you confirm that you have obtained the necessary permissions and consents to send messages to your recipients and that the content of your messages complies with applicable laws and the policies of third-party platforms, including WhatsApp and Meta. |
| 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 and any messaging templates we create remain vested in us and/or our licensors. |
| 4.2 |
We will work together to establish the delivery or access method for the Content. |
| 4.3 |
You grant us a licence (with the right to sub-license) to edit, reproduce, amend, and use the Content to provide the Services. |
| 4.4 |
You agree that we may use the Content for internal training and analytics, including to improve systems related to transcription, translation, speech synthesis, and messaging delivery. |
| 4.5 |
You warrant that the Content complies with our AUP. You will provide evidence of compliance on request, including any consents or permissions relating to third-party IP Rights in the Content. |
| 4.6 |
You warrant that our use of the Content under these Terms will not infringe any third-party IP Rights. |
| 4.7 |
You agree to indemnify us and our directors against all claims, liabilities, damages, and expenses arising out of or in connection with your Content, including breaches of warranties in this section. |
| 4.8 |
You agree to retain a copy of your Content. |
| 5. |
Translated Content and Messaging Content |
| 5.1 |
If you identify errors in Translated Content or Messaging Content delivered to you, notify us promptly, and we will make reasonable corrections. |
| 5.2 |
You may use, copy, or commercially exploit the Translated Content or Messaging Content provided under our Services, except that you may not reverse engineer or misuse the content contrary to these Terms or applicable laws. |
| 5.3 |
Content delivered under the Services will be available for up to 30 calendar days from its last modification unless otherwise agreed. |
| 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. |
You agree that any video or recordings or message that you provide to us shall not: