Welcome to Freelinguist.com and wenren8.com. Please review the following terms carefully. The terms “us” or “we” or “our” refers to Coneld LLC, d/b/a Freelinguist, Freelinguist.com, and wenren8.com, which has an Internet website address of freelinguist.com or www.wenren8.com. These terms are interchangeable and should be understood to be one entity, sometimes generically referred to herein as “Freelinguist.” Freelinguist is the owner of this Website and the proprietor of any apps that may be offered or provided for mobile devices or other platforms.
We provide a service that allows persons and businesses, called Clients, to match up with freelance language experts called Linguists, who are adept in one or more language services, such as translating, editing, proofreading, or writing. The Client may use the website to sign a purchase agreement to buy any of these language services from a chosen Linguist. The site contains postings from Linguists, who are qualified freelance translators, editors, proofreaders and writers in a variety of different languages. The Linguists generally may be able to perform a variety of professional tasks. At any time, a Client needing language services can come onto our site, post a message for services wanted, and surf through the listings to see if the right Linguist is there for the job. Due to the volume of Linguists who are listed on the site, it is usually possible for a Client to obtain language services pertaining to any of the world’s most popular languages, and for some languages not so well known.
We do not get involved in controlling the performance of the actual contract between Linguist and Client. We are instead a clearing center and a facilitator. We provide a secure environment for people with mutually complementary needs to come together and do business. You may generally analogize Freelinguist to the classified section of your local newspaper, except that we process the administrative and monetary functions of the transactions on behalf of the parties; we remain active in processing the transaction from the initial ad all the way up to the final payment and amicable closing of the matter.
1.1 LEGALLY BINDING CONTRACT:
These Terms and Conditions, along with all associated materials, constitute a legally binding agreement that shall govern the relationship between you and us. Each time you use our Website, or when you use our apps on mobile devices or other platforms, you agree to fully comply with and be bound by these Terms and Conditions and associated materials.
1.2 Visitors, Users, Members, Linguist and Client
A “User” is someone who enters our site without having first registered as a “Member.” A “Member” is someone who has registered with Freelinguist.com as a freelance Linguist or as a Client purchaser. The term “User” may at times herein be used as a generic collective identifier that refers to either a Visitor, User or a Member. No legal meaning is to be inferred from the occasional interchangeable use of these terms. All text, information, graphics, design, and data offered through our Website or apps are collectively known as our “Content”. We distinguish content posted by our Members as “Member Content”.
1.3 YOU UNDERSTAND AND ACCEPT THESE TERMS AND CONDITIONS
By using the website, you agree not only to these terms and conditions, but you affirmatively represent also that you have obtained whatever legal assistance or counsel you may have needed to understand these provisions prior to going forward, that you do understand them, and that you are comfortable in agreeing to be bound by them.
1.4 ENTIRE AGREEMENT
This Agreement, along with its associated materials, additions, amendments, and modifications constitutes the entire and only Agreement between you and Freelinguist. It supersedes all other Agreements, representations, warranties and understandings with respect to our Website, Services, and the subject matter contained herein.
Should you not agree to the updated, revised or modified terms, you agree that you must stop using the provided Services forthwith.
1.6 THE TERMINOLOGY IS GENERAL AND INCLUSIVE
The headings in these Terms & Conditions are a matter of convenience only, and no legal import should be attributed to the wording or placement of the headings.
1.8 DIGITAL SIGNATURE
By registering as a Member, or by clicking to accept the Terms of Service when prompted on the Site, you are deemed to have executed this Agreement and the other associated materials electronically, effective on the date you register your Account, pursuant to the to the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.). Your Account registration constitutes an acknowledgement that you can electronically receive, download, and print this Agreement, the other Terms of Service, and any amendments.
2.0 DESCRIPTION OF WEBSITE SERVICES OFFERED
The Site is an e-commerce website online marketplace (also intended in the future to be used on other electronic devices through an app) which has the following description:
Freelinguist.com is an online platform that allows Members to come together to discuss, offer, sell, or buy any freelance language or Linguist services. Freelinguist is a platform that allows the Members to identify themselves, and to advertise their services, products or needs. They may also buy or sell language services or products and process their arrangement through the platform’s facilities. Freelinguist provides the platform and facilitates the transaction, including holding payments in escrow, arbitrating and deciding disputes, maintaining a database of all transactions, taking a commission, maintenance and improvement of the site, and otherwise monitoring and assisting the parties in consummating their job agreements successfully. Freelinguist provides the platform and Members agree to solely use that platform for engaging, negotiating, agreeing, finalizing, paying and performing all communications during the job duration on the platform and nowhere else.
Therefore, Members’ activities on the Freelinguist platform include but are not limited to, the following:
• Linguists may post their qualifications and the areas of language services in which they are proficient and available;
• Clients may post a specified need for services to be performed and for a final product desired;
• Discussing or negotiating agreements for services or products solely by using the website platform or by the sole use of other venues facilitated using an app;
• Entering contracts for described jobs agreed by both parties;
• Memorializing the terms of the job, including but not limited to the job description, price, the duration, milestones, date of final delivery, payment dates and terms;
• Posting of edit requests made by Clients to Linguists;
• Sending communications during the job duration solely through the Freelinguist platform;
• Posting final approval for release of final payment.
• Other procedural provisions that are described in these terms and conditions regarding the responsibilities and rights of Members and the processing of service transactions.
2.1 FREELINGUIST NOT A PARTY TO ANY SERVICE CONTRACTS OR JOBS
Freelinguist does not deduct any amount for withholding, unemployment, Social Security, or other taxes for Client or Linguist, each of which is solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority in any nation with respect to Linguist’s performance, and Client ’s acceptance, of Linguist Services.
Freelinguist is not required to and may not verify any feedback or information given to us by Linguists or Clients, nor does Freelinguist perform background checks on Linguists or Clients.
You expressly acknowledge, agree, and understand that:
a) Freelinguist is not a party to the dealings between Client and Linguist, including posts, proposals, screening, selection, contracting, and performance of Linguist Services.
b) Freelinguist does not introduce Linguists to Clients, help Linguists find engagements or help Clients find Linguists. Freelinguist merely makes the platform and certain services available to enable Linguists and Clients to engage with those Members that they voluntarily choose on their own.
c) The Site is merely a venue where Users may act as Client and/or Linguist to discuss and enter agreements between themselves for the Linguist services that are being offered and purchased;
d) Coneld LLC, d/b/a Freelinguist and Freelinguist.com, is not a party to any of the Members’ service contracts or jobs;
e) Freelinguist does not set the Linguist’s work hours, work schedules, or location of work. Freelinguist does not give the Linguist training, equipment, labor, or materials needed for a service contract. Freelinguist does not provide the premises at which the Linguist will perform the work.
f) As a User, whether as a Linguist or a client, you agree that Coneld LLC, d/b/a Freelinguist and Freelinguist.com does not have liability or any obligations regarding or relating to service contracts or jobs nor with respect to any acts or omissions by you or others;
g) Freelinguist makes no representations and gives no warranties as to the reliability, capability, qualifications, quality, accuracy or legality of the service or product, and both the Client and Linguist hereby agree and acknowledge that this is a matter strictly between the client and the Linguist, who have independently negotiated the terms of their agreement without any participation, influence or control of Freelinguist.
2.2 FREELINGUIST WORKS AS AN INDEPENDENT CONTRACTOR
You will perform the services of Linguist as an independent contractor to the Company. Nothing in this Agreement shall in any way be construed to classify you as an agent, employee or representative of the Company. Without limiting the generality of the foregoing, you are not authorized to bind the Company to any liability or obligation or to represent that you have any such authority. You agree to furnish (or reimburse the Company for) all tools and materials necessary to accomplish the duties of Linguist and shall incur all expenses associated with these duties. You acknowledge and agree that you are obligated to report as income all compensation received by you pursuant to this Agreement. You agree and acknowledge the obligation to pay all self-employment and other taxes on such income.
You understand that you will receive no company-sponsored benefits from Freelinguist where benefits include, but are not limited to, paid vacation, sick leave, medical insurance and retirement or pension participation. If you are reclassified by a state or federal agency or court as Freelinguist’s employee, you will become a reclassified employee and will receive no benefits from Freelinguist, except those mandated by state or federal law, even if by the terms of the Freelinguist’s benefit plans or programs in effect at the time of such reclassification, you would otherwise be eligible for such benefits.
2.3 THESE TERMS AND CONDITIONS APPLY ACROSS ALL PLATFORMS:
All visitors, whether Users or Members, are subject to and governed by these terms and conditions and associated materials. The user and/or member acknowledges and agrees that the Services provided and made available through our website and applications, which may include from time to time mobile apps, and apps that appear on social media and related kinds of Internet attractions, are all subject to these Terms and Conditions, and all Users and Members agree to abide by same in all their manifestations.
All Users and Members acknowledge that the applications, apps and other programs that may be made available on various social media networking sites, stores and numerous other platforms and downloadable programs, are the sole property of Coneld LLC, d/b/a Freelinguist and Freelinguist.com.
2.4 UPDATES, NEW PRODUCTS, MODIFICATIONS, REVISIONS OR DISCONTINUANCE:
At its discretion, Freelinguist.com may offer additional website Services and/or products, or update, modify or revise any current content and Services, and this Agreement shall apply to all additional Services and/or products and all updated, modified or revised Services unless otherwise stipulated. Freelinguist.com does hereby reserve the right to cancel and cease offering any of the Services and/or products. You, as the end user and/or member, acknowledge, accept and agree that Freelinguist.com shall not be held liable for any such updates, modifications, revisions, suspensions or discontinuance of any of our Services and/or products, except as may be required by law.
Your continued use of the Services provided, after such posting of any updates, changes, and/or modifications of the services, shall constitute your acceptance of such updates, changes and/or modifications, and as such, you should frequently visit and review this Agreement and all applicable terms to ensure your awareness of all services and policies currently in effect. Furthermore, the user and/or member understands, acknowledges and agrees that the Services offered shall be provided ”AS IS” and as such Freelinguist.com shall not assume any responsibility or obligation for the accuracy, timeliness, missed delivery, deletion and/or any failure to store user content, communication or personalization settings.
2.5 FREELINGUIST NOT RESPONSIBLE FOR MEMBER ACTIVITIES AND PERFORMANCE
The contract for each sale is between the Client and the Linguist. Freelinguist is not an auctioneer. You hereby acknowledge and agree that Freelinguist may provide pricing, listing, and other guidance in the Services. However, you recognize and agree that such guidance is solely informational and it is your choice to decide if you may follow such guidance or not. While Freelinguist may help facilitate dispute resolutions, Freelinguist has no control over them. You acknowledge and agree that Freelinguist does not guarantee the existence, quality, safety or legality of projects posted or language services provided. In addition, you understand and agree that Freelinguist does not guarantee, assure or make any representations about:
a) the qualifications, background, identities of Members, or the truth or accuracy of Members’ services or listings.
b) the ability of Linguists to perform language services;
c) the ability of Clients to pay for language services;
d) that a Client or seller will complete a transaction or refund for a language service.
e) the ability of Linguists to deliver the Linguist Services;
f) the ability of Clients to pay for the Linguist Services;
g) or that a Client or Linguist can or will complete a transaction.
2.6 LIMITATION OF LIABILITY
EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, YOU EXPLICITLY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT FREELINGUIST.COM AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES WHICH MAY BE RELATED TO THE LOSS OF ANY PROFITS, GOODWILL, USE, DATA AND/OR OTHER INTANGIBLE LOSSES, EVEN THOUGH WE MAY HAVE BEEN ADVISED OF SUCH POSSIBILITY THAT SAID DAMAGES MAY OCCUR, AND RESULT FROM:
a) THE USE OR INABILITY TO USE OUR SERVICE;
b) THE COST OF PROCURING SUBSTITUTE GOODS AND SERVICES;
c) UNAUTHORIZED ACCESS TO OR THE ALTERATION OF YOUR TRANSMISSIONS AND/OR DATA;
d) STATEMENTS OR CONDUCT OF ANY SUCH THIRD PARTY ON OUR SERVICE;
e) AND ANY OTHER MATTER WHICH MAY BE RELATED TO OUR SERVICE.
FREELINGUIST’S AGGREGATE LIABILITY AND THAT OF ITS SUCCESSORS, SHAREHOLDERS, AFFILIATES, LICENSORS, AND SUPPLIERS UNDER OR ABOUT THESE TERMS AND CONDITIONS SHALL BE LIMITED TO 250 USD FOR ANY OCCURRENCE AND FOR EACH SERVICES MEMBER. THIS LIMITATION WILL APPLY EVEN IF FREELINGUIST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
IN NO EVENT, WILL FREELINGUIST’S LIABILITY HEREUNDER EXCEED THE AMOUNT PAID BY THE CLIENT TO FREELINGUIST DURING THE 12 MONTH PERIOD BEFORE THE EVENT GIVING RISE TO LIABILITY.
3.0 PRICES — THE COMPANY SETS LANGUAGE SERVICE PRICES:
The language service prices for the Client and payment rates charged by the freelance Linguist are determined by Freelinguist and are at the absolute discretion of Freelinguist. Price, terms, and availability are subject to change without notice. All prices quoted are in U.S. dollars (USD) unless otherwise stated. Freelinguist and its affiliates reserve the right to limit quantities, to request payment prior to delivery of service, to refuse service, or to cancel orders at its sole discretion.
3.1 WORD COUNT:
Prices, quotations, and invoices may be based on information that the Member provides to the Freelinguist, including the word count of the files submitted for posting or final billing. The word count for each file automatically generated by Freelinguist.com is solely for information purposes and it is the Member’s sole responsibility to revise it per the actual word count of the file. The Member represents and warrants that such information is accurate, and agrees to pay to Freelinguist any additional charges arising from any inaccuracy in such information within seven days of notification.
4.0 REGISTRATION AND MEMBERSHIP:
To register and become a Member you must be at least 18 years of age to enter and form a legally binding contract. Anyone who uses false information to certify being 18 or older will lose all privileges immediately when discovered by Freelinguist and may forfeit any job agreements, sums held in escrow or pending payments of any kind. You will not be accepted as a Member if you were previously barred from the site or from the site of an associate of Freelinguist. A Member must qualify under the laws and statutes of the United States or an applicable jurisdiction. When you register, Freelinguist may collect information such as your name, e-mail address, birth date, gender, mailing address, occupation, industry and personal interests. You hereby acknowledge that you have voluntarily, knowingly and willingly provided this information as a prerequisite to becoming a Member. You can edit your account information at any time. Once you register with Freelinguist, obtain an account and become a Member, either as a Linguist or Client or both, you are no longer anonymous to us.
4.1 TRUE AND CORRECT INFORMATION:
The registering party hereby acknowledges, understands and agrees to:
a) furnish factual, correct, current and complete information with regards to yourself as may be requested by the data registration process, and
b) maintain and promptly update your registration and profile information to maintain accuracy and completeness always.
If anyone knowingly provides any information of a false, untrue, inaccurate or incomplete nature, Freelinguist.com has the right in its discretion to suspend or terminate the violating member, and to refuse all current or future use of Freelinguist services, or any portion thereof, including the processing or completion of any pending job matters.
4.2 UNDER 18 REQUIRES FAMILY ACCOUNT:
Freelinguist.com has a priority of assuring the safety and privacy of all its visitors, users and members, especially that of children. Children may not legally contract to purchase or sell services or products under the law of all jurisdictions. Persons under the age of 18 are not allowed to create an account and become a Member of Freelinguist, as stated above.
However, we do provide the option of allowing the parents or legal guardian of any child under the age of 18 that wish to permit their child or children access to the Freelinguist website under their full supervision, to create a ”family” account, which will certify that the individual creating the ”family” account is of 18 years of age and as such, the parent or legal guardian of any child or children registered under the ”family” account. As the creator of the ”family” account, he is thereby granting permission for his/her child or children to access the various Services provided, including, but not limited to, message boards, email, and/or instant messaging. It is the parent’s and/or legal guardian’s responsibility to determine whether any of the Services and/or content provided are age-appropriate for his/her child.
If the child is a student desiring to purchase language services for academic purposes, the child may only do so through the auspices, permission, supervision and control of the parent or legal guardian. The adult must create an account with an acceptable service such as PayPal, or other account acceptable to Freelinguist, and must be the signatory and party legally responsible as the contracting party to the agreement. The adult must agree to approve and ratify all activities of the child. Any violation of this requirement may result in cessation of all services including the cessation of pending agreements and the possible forfeiture of part or all of escrow funds in the case of the Member’s fraud or misrepresentation or where there are debits against the account.
This procedure is designed to be fully compliant with federal mandates embodied in the Children’s Online Privacy Protection Act (“COPPA”), which provides children and their parents or guardians with meaningful protection of their privacy rights. We intend to maintain this as a sight where parental peace of mind is assured while children are at the same time given a safe and secure facility to learn and progress in their academic pursuits that may include language services.
4.3 MEMBER ACCOUNT, USERNAME, PASSWORD AND SECURITY
When you set up an account, you are the sole authorized user of your account. You shall be responsible for maintaining the secrecy and confidentiality of your password and for all activities that transpire on or within your account. It is your responsibility for any act or omission of any user(s) that access your account information through your own action or omission. It shall be your responsibility to notify Freelinguist.com immediately if you notice any unauthorized access or use of your account or password or any other breach of security. Freelinguist.com shall not be held liable for any loss and/or damage arising from any failure to comply with these terms and conditions. You further agree not to use any username, or password of another User of the Site that you are not authorized to use, and not to allow others who are not authorized to do so to use your Account at any time.
4.4 FREELINGUIST NOT LIABLE FOR ADVERTISERS
Any correspondence or business dealings with, or the participation in any promotions of, advertisers located on or through our Services, which may include the payment and/or delivery of such related goods and/or Services, and any such other term, condition, warranty and/or representation associated with such dealings, are and shall be solely between you and any such advertiser. Moreover, you herein agree that Freelinguist.com shall not be held responsible or liable for any loss or damage of any nature or manner incurred as a direct result of any such dealings or because of the presence of such advertisers on our website.
4.5 FREELINGUIST NOT RESPONSIBLE FOR LINKS
Either Freelinguist.com or any third parties may provide links to other websites and/or resources. Thus, you acknowledge and agree that we are not responsible for the availability of any such external sites or resources, and as such, we do not endorse nor are we responsible or liable for any content, products, advertising or any other materials, on or available from such third-party sites or resources. Furthermore, you acknowledge and agree that Freelinguist.com shall not be responsible or liable, directly or indirectly, for any such damage or loss which may be a result of, caused or allegedly to be caused by or about the use of or the reliance on any such content, goods or Services made available on or through any such site or resource. The links are provided as a point of interest only, but Freelinguist has not researched or investigated the corresponding sites and can make no assurances, warranties or representations whatsoever regarding the quality, accuracy or security aspects of those sites and you agree to act at your own risk.
5.0 PROCEDURES FOR ORDERS, SERVICES AND PAYMENT
The following sets forth the policies and procedures for orders, agreements, services, administrative procedures, payment, disputes, cancellation, and other related issues.
5.1 CLIENT PROCEDURES
The following procedures apply for ordering, paying for, and completing a purchase of Linguist services:
(2) To place or preview an order for any of the Services you will need to complete and submit our standard online order form (an “Order”).
(3) The Order will specify, amongst other things, the scope of work and other requirements that you have, which is to be drafted and delivered to you in accordance with your Order (a “Product”).
5.2 PAYMENT PROCEDURES, ACCOUNTS, DEPOSITS, WITHDRAWALS
The within rules and procedures govern the financial relationship between Freelinguist and its Members.
5.21 THE PAYMENT SERVICE
The Freelinguist Billing and Payment Service (”Payment Service”) enables Linguists to make a Submission and enables Client’s to make payments for Linguist Services. When you use the Payment Service, Freelinguist facilitates your desired actions but is not an agent or employee of any Member. As the neutral entity that provides a platform and facilitates certain services, Freelinguist is independent from the details of the transactions and the claims that could potentially arise between Clients and Linguists.
Before initiating an Order, you must buy sufficient Freelinguist credits for the Services you desire to purchase. Freelinguist credits are non-refundable and can be purchased at freelinguist.com.
Freelinguist will apply gross-up calculation to the payment. This means that the payment to Freelinguist of its service fees must be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or because any taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority save as required by law. If you are compelled to make any such deduction, you will pay Freelinguist any additional amounts as are necessary to ensure receipt by Freelinguist of the full amount it would have received but for the deduction.
5.22 YOUR FUNDS IN YOUR ACCOUNT
FREELINGUIST IS NOT A BANK, AND AMOUNTS TRANSFERRED THROUGH OR STORED IN THE PAYMENT SERVICE ARE NOT INSURED DEPOSITS. You will not receive interest or other earnings on the funds in your Account. Freelinguist may earn and retain interest on those funds, or may receive a reduction in fees or expenses charged for banking services or other compensation in respect of any balances in Accounts. By adding funds to your Account, at the appropriate time you will be able to designate the amount of the funds to be sent and the recipient of the funds. Freelinguist agrees to transfer the funds to the designated account to facilitate a smooth transfer but once again, Freelinguist is a facilitator of its platform, and is not involved as an agent or employee in the handling of funds belonging to any members, but rather acts at all time in an independent capacity.
5.23 THE MECHANICS OF PAYMENTS AND OTHER PROCEDURES
The prices posted for the amount and type of Services a Client can purchase, including bundled packages, are displayed on the Site and subject to change at Freelinguist’s discretion. Any change in these prices shall apply on a going-forward basis. The following considerations apply:
1. Authorized Payments are Final — Your use of the Payment Service constitutes your agreement to pay for any amounts that you authorize us to charge against your Account and, as appropriate, your credit card, bank account, PayPal, or Alipay. Such payments, once authorized, are final.
2. Erroneous or Duplicate Transactions; Charge Backs — Freelinguist reserves the right to seek reimbursement from you, and you hereby agree to reimburse Freelinguist, in the event of erroneous, duplicate or mistaken transactions. This applies if Freelinguist discovers erroneous or duplicate transactions, or Freelinguist receives a charge back from the Member’s credit card company, bank, PayPal, or Alipay for any reason. You agree that Freelinguist has the right to obtain such reimbursement by charging your Account, deducting amounts from future payments or withdrawals, charging your credit card, or obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of charge backs is cause for termination of your Account.
3. Currency — The Payment Service operates in U.S. Dollars and therefore Freelinguist is not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than U.S. Dollars, nor is Freelinguist responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, check or automated clearinghouse to and from your Account. Payments made to Freelinguist in currency other than U.S. Dollars may take up to eight weeks to process, depending on relationships among the banking and payment systems between the two countries. Consequently, balance adjustments may be delayed. You are encouraged to do your transactions with the Payment in U.S. Dollars only when possible.
4. The Payment Service will transfer the funds to the Linguist’s account. Freelinguist will submit a U.S. Dollar payment via PayPal or Alipay equal to the withdrawal amount. This payment will be made to the user’s PayPal or Alipay Account. The PayPal or Alipay Account may be changed at any time in the user’s Account. Payment will not be made unless Linguist has uploaded a signed W-9 or W-8BEN form.
6. Where there is no PayPal or Alipay account. In that event, Freelinguist will notify the Member by email to the Member’s email address notifying him or her of the payment. The Member will receive instructions to set up a free PayPal account to access the funds. It would be prudent for Members to have a PayPal or other acceptable account set up prior to using the service.
7. Hold on Account Funds — Freelinguist reserves the right, at its sole discretion, to place a hold on funds for Client payments to clear, or if Freelinguist suspects monies may be subject to dispute or charge back or if fraud is suspected. Freelinguist will release a hold as soon as practical and reasonable in its discretion.
8. Linguists Shall Use Freelinguist for All Payments. You acknowledge that Freelinguist earns its fees through transactions that take place on the Site. You agree not to take any action directly or indirectly to circumvent these fees. You also agree to notify Freelinguist immediately if a Client seeks to pay you outside the Site. Members agree that such attempts to circumvent payment to Freelinguist of its service fees is a prohibited activity and will subject the violator to termination and penalties.
9. Inactive and Abandoned Accounts. If your Account has a balance, but has had no activity for at least six (6) consecutive months, your Account will be placed on ”Inactive” status. Freelinguist will notify you that your Account is Inactive by sending an email to your registered email address, giving you the option of keeping your Account open and maintaining the balance or withdrawing the balance. If, within thirty (30) days of such notice, your account has no activity, and you have not responded, Freelinguist will automatically deduct an Inactive Account Fee of $9, or the entire balance of your Account if such balance is less than $9, per month thereafter, to recover administrative costs of holding funds. Freelinguist will cease such deductions if subsequently your Account has activity. Otherwise, Freelinguist will terminate your account if subsequently your Account no longer has a balance.
5.24 CONTROL OF FRAUD AND OTHER PROBLEMS:
Notwithstanding any other provision of these Terms and Conditions, if Freelinguist determines in its sole discretion that a Client or Linguist has violated the conditions and restrictions of the Site or Terms of Service, or the required procedures regarding the Payment Service, Freelinguist has the right to refuse to process the transaction, and it may terminate the respective accounts of any Members who are violators. Whenever termination or an account closing is brought about by wrongdoing of a Member or Members, Freelinguist has the discretion to withhold as additional service fees and/or penalties any amount that it deems just and reasonable under the circumstances. We reserve the right to suspend a User withdrawal request if the source of the funds is suspected to be fraudulent.
If we become aware that any funds received into an Account from another Account because of a fraudulent transaction (e.g. refilled credits using a stolen credit card) it will be reversed immediately. If those funds have already been released to you, you must pay the funds into your Account. If you do not do so, we may suspend, limit or cancel your account, or act against you to recover those funds.
We may, in our sole discretion, place a limit on any or all the funds in your Account (thereby preventing any use of the funds) if:
a) we believe there may be a high level of risk associated with you, your Account, or any or all your transactions, including if we believe that there is a risk that such funds will be subject to reversal or chargeback;
b) we believe that the beneficiary of the payment is someone other than you;
c) we believe that the payment is being made to a country where we do not offer our Service; or
d) we are required to do so by law.
e) If you are involved in a dispute, we may (in certain circumstances) place a temporary limit on the funds in your Account to cover the amount of any potential liability. If the dispute is resolved in your favor, we will lift the limit on your funds and those funds may be released to you. If the dispute is not resolved in your favor, we may remove the funds from your Account.
5.25 POLICY ON REFUNDS
Client may cancel a job and claim a refund before the selected Linguist has started working on it. The refund will be deposited into Client’s account as non-refundable credits. Once the work has been started by Linguist, no refunds will be issued.
We may refund funds to Members regardless of whether a Member has requested funds be refunded if:
1. we are required by law or consider that we are required by law to do so;
2. we determine that refunding funds to the User will avoid any dispute or an increase in our costs;
3. we refund funds to the User in accordance with any refund policy specified by us from time to time;
4. we find out that the original payment made by the User is fraudulent;
5. the User made a duplicate payment in error; or
6. we consider, in our sole determination, that it is likely that the refund of funds is necessary to avoid a credit card chargeback.
You can request a refund by using our Client support website or emailing us at [email protected] If you have done so, you must not initiate a chargeback request with your credit card issuer until all reasonable efforts have been exhausted to resolve your request.
If you have already initiated a chargeback request with your credit card issuer, you must not request a refund of funds by contacting us and you must not seek double recovery, upon penalty of law. If we reasonably determine, having considered all the relevant circumstances, that you have made an excessive or unreasonable number of requests to refund funds back to you or chargebacks, we may suspend, limit or close your Account.
5.26 YOU AGREE TO BE PAID BY PAYPAL OR ALIPAY
You agree that any reward balance you accrue by working on Freelinguist will be made via PayPal or Alipay in US dollars. We will not make wire transfers or use another method of payment. We will not process payments to you without a request from you. You affirm that you currently have a functioning PayPal or Alipay account to receive funds from Freelinguist. We pay Linguists on the 11th and 25th of each month (“Payment Dates”) if we receive a payment request before the cut-off time. The cut-off time for the 11th is 5:00pm UTC-12 on the 5th of that month. The cut-off time for the 25th is 5:00pm UTC-12 on the 20th of that month. In some cases, unavoidable payment delays due to disruptions to PayPal’s or Alipay’s services occur, for which Freelinguist cannot be held responsible.
5.27 AGREEMENT TO PAY
If, for any reason, Freelinguist does not receive payment for any amounts that you have authorized to be paid through your use of the Payment Service or other Freelinguist services, you agree to pay such amount immediately upon demand by Freelinguist. You also agree to pay any interest charges, attorneys’ fees and other costs of collection incurred by Freelinguist in collecting past due funds. In such case, Freelinguist may, at its option, stop processing any further payments made by you and apply any amounts then held by Freelinguist on your behalf toward any deficiencies, losses or costs that we have incurred from your use of the Payment Service or other Freelinguist services. We may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
5.28 ALL PAYMENTS MUST BE MADE EXCLUSIVELY THROUGH THE PLATFORM:
Client agrees to use Freelinguist to make all payments to the Linguist that you have contracted with for a job. The Client hereby acknowledges that Freelinguist earns its fees through transactions that take place on the Site. The Client agrees not to take any action directly or indirectly to circumvent these fees. If a Linguist solicits payment from you outside the Site, you agree to notify Freelinguist immediately.
5.29 YOU WILL SIGN U.S.A. TAX AND REGULATORY DOCUMENTATION
Payments will be made from Coneld LLC, our U.S. parent company. Currently, under U.S. federal tax law, Freelinguist is required to request certain taxpayer information from Linguists who receive funds from Freelinguist (whether such persons are U.S. taxpayers or not). We may request additional information from you in the future if required under U.S. law. All information collected will be used solely to fulfill the company’s requirements under U.S. law and will not be used for any other purpose.
5.30 CLIENT MUST PROVIDE INSTRUCTIONS AND MATERIALS:
Client can initiate an Order by providing all the required information via the forms and directions on the Platform.
Client is responsible for providing the Client Materials for the services. This includes materials describing the context of the translation, editing, or writing, and all other information and documents that are necessary to the performance of the language services being ordered. Freelinguist may make recommendations on which source materials and in what format to provide source materials, but ultimately the quality of the results will depend on the clarity, accuracy, and comprehensiveness of the Client’s source materials and instructions provided.
a) The first withdrawal of funds earned by a Linguist will be delayed for fifteen days for security and fraud purposes. Subsequent withdrawals may be delayed for up to thirty days where our fraud prevention policies dictate that a delay is required. A withdrawal can be requested either when the account balance is above $200.00 or when it has been at least three months since the last withdrawal. We impose a minimum 100 USD withdrawal amount for funds earned or a minimum duration of three months between consecutive withdrawals. Each withdrawal is subject to a processing fee of either 3% of the withdrawal amount, or 3 dollars, whichever is greater. The withdrawal amount paid to the Linguist will reflect the deduction and pre-payment to Freelinguist of the processing fee.
b) Freelinguist always has the right in its discretion to perform a verification procedure of the Linguist’s identity and credentials for security purposes prior to allowing the Linguist to withdraw funds. For details of the verification procedures please read the Linguist Support page. In any event, you acknowledge and agree that we may seek to verify your identity or request additional information from you to authenticate the legitimacy of our transactions with you.
c) All purchases by clients made on credit card or other credit mechanisms are non-refundable.
d) Freelinguist always has and retains the sole discretion to determine the validity and authorization for refunds or withdrawals.
A chargeback occurs when a Client files a challenge to a payment directly with their credit card issuer. A reversal instruction is made by the payment product issuer or third parties (such as payment processors) and not by us. We are bound to follow their instructions.
You acknowledge and agree that we will be entitled to recover chargebacks and reversals that may be imposed on us by a payment product issuer or third parties (such as payment processors) on funds paid to you by Client through the Website.
You agree that we may reverse any such payments made to you, which are subject to chargeback or reversal instructions via your payment product issuer or third parties (such as payment processors).
5.5 CANCELATION OF AN ORDER
The Client can cancel any Order if the project has not yet been started by a Linguist. After work is started, the Order cannot be cancelled and there will be no refund of credits. Providing, however, that an Order can be cancelled if the Linguist has stopped performing or has engaged in any acts that would constitute a breach of the agreement for services.
5.6 JOB COMPLETION
A job is completed in either of the following two situations:
1) The Client clicks the button to “Approve Job Completed”;
2) The Linguist has submitted the delivered files or revised delivered files and the Client has not requested revisions or clicked the button to “Approve Job Completed” within 120 hours of the submission.
5.61 DELIVERED WORKS
The Freelinguist site cannot guarantee that a Linguist will engage on your Order. If the Order is engaged by a Linguist, Freelinguist will return the delivered Works provided by the Linguist to Client. You may request the Linguist to revise the delivered Works as many times as you wish. The expected delivery time provided in the order is solely for information purposes and does reflect a legal deadline for breach of the agreement by the Linguist. You hereby acknowledge and agree that Freelinguist cannot control the actions of the Linguist and is not responsible for late submission of work. Freelinguist will do whatever is reasonably feasible in trying to meet the expected delivery time, but it cannot assure or guarantee an exact delivery time. In case Client requests revisions, the delivery time will be delayed by a reasonable time under the circumstances. You recognize and agree that Freelinguist is not liable for any loss or damage caused by a late delivery time caused by the actions or omissions of the Linguist. In addition to the waivers and releases contained herein, you recognize and agree that Freelinguist is not in any event liable for damages relating to lost profits, emotional distress, or other losses caused by a late delivery. Notifications will be delivered when the Delivered Works are ready for your review.
5.62 APPROVAL OR REVISION REQUEST
(1) Upon Freelinguist’s notification of delivery of the ordered work product, Client will have 120 hours to review the delivered product. Client may approve the delivered work product via the Platform. If Client does not respond within the 120-hour review period, the delivered product will be deemed “Approved”.
(2) Alternatively, Client may request revisions of the delivered work product within the 120-hour review period if Client reasonably determines that improvements are necessary to meet the specifications of the Order. Client may request as many rounds of revisions as necessary, if the revision requests are made within the 120-hour review period after the delivery of revised delivered work product. If Client does not respond within the 120-hour review period, the revised Delivered Works will be deemed “Approved”.
(3) Client agrees to approve or request revision of each Order within 120 hours of the notice of delivery being sent to the Client. Failure to approve or request revision of an Order within 120 hours will irrevocably deem the content approved by the Client.
(4) Client agrees to document detailed reasons for requesting revisions of any Order submitted for approval, and Client agrees that unreasonable or frivolous requests will be denied at the sole and absolute discretion of Freelinguist. Client agrees to accept the determination by Freelinguist that the service Order has been satisfied and/or that the agreement has been concluded with payment to the Linguist.
5.63 DISPUTES OVER ORDERS
(1) Freelinguist resolves disputes at its discretion. Whether in the capacity of Client or Linguist, you hereby recognize and agree that disputes must be quickly and decisively resolved so that the interests of both parties are served as effectively as possible. You also hereby agree to follow the standard dispute resolution procedures, which are defined in 5.63 in general. In addition to following the standard procedures, you may also hire an independent mediator by emailing any dispute to [email protected] You also hereby agree that any dispute that is submitted and arises to Freelinguist is subject to the sole discretion of Freelinguist, and to abide by the determination of Freelinguist. Each hiring of an independent mediator is subject to a dispute processing fee of 15 dollars that must be paid before the mediation is started.
(2) Always follow review procedures. Whether in the capacity of Client or Linguist, you hereby recognize and agree to always follow the review and revision procedures as defined in Section 5.62 above and Section 22 in Conduct of Linguists, even if there is an ongoing dispute, mediation, or arbitration on the order.
(3) Unsuccessful revision requests and Client requests rejection of order. If there is any dispute arising from orders not completed to the Client’s satisfaction, after unsuccessful revision requests, the Client expressly agrees that he or she may request rejection of the order by hitting the “REQUEST REJECTION” button provided on the Job Details page of the order after the expected delivery date has passed and within 120 hours from the time the linguist has submitted new or revised service files. The Client further expressly agrees that if he or she becomes satisfied with the service after requesting rejection, the Client shall approve the job completion and dismiss the rejection request. The Client further expressly agrees that after requesting rejection, he or she shall wait at least 20 days until the Linguist decides whether to approve the rejection or hire an independent mediator to enter mediation.
(4) Linguist’s response to request of rejecting order. The Linguist expressly agrees that upon receiving notification of requesting rejection of an order from the Client, the Linguist will choose one of the following two options provided on the Job Details page within 20 days of notification if Client does not approve job completion:
1. “Approve Rejection”; or
2. “Hire an independent mediator”
By choosing the first option, “Approve Rejection”, the order shall be cancelled, the advance payment shall be returned, the bid security deposit shall be fully refunded, and the Client shall be fully refunded. By choosing “Hiring an independent mediator”, the Linguist hires an independent mediator from Freelinguist® for a mediation fee of 15 USD to enter mediation. With mediation, the dispute shall be resolved at the sole discretion of Freelinguist®.
The Linguist further expressly agrees that if he or she does not choose either of the two options while Client does not approve job completion within the 20 days of notification, it is considered dereliction of duty. In that case, Freelinguist will automatically reject and cancel the order, and the company shall have the authority to declare a forfeiture of the Linguist’s bidding security deposit.
(5) Independent mediation. Whether in the capacity of Client or Linguist, you hereby recognize and agree that you will be notified of mediation by an independent mediator hired by either you or the other party for an agreeable solution. If you want to present any additional information other than those in the Job Details, you agree to email them to [email protected] within 5 business days upon notice of a mediation request.
Dispute resolution shall include review of original order specification, revision requests, and quality of work submitted by Linguist. Resolutions may include, but are not limited to: affirming the quality and sufficiently met requirements of the Linguist’s work, thereby deeming the project completed and payment to be duly paid to Linguist; or canceling the order and restoring to the Client ‘s account balance the funds held for the Order. In cases of egregious malfeasance by the Linguist, as to be determined at the discretion of Freelinguist®, the company shall have the authority to declare a forfeiture or partial forfeiture of Linguist’s bidding deposit, and to take any other action authorized in these terms and conditions.
After reviewing all material, the mediator will try to make an acceptable non-binding resolution proposal. If both parties agree with the proposed, non-binding resolution proposal, they expressly agree that Freelinguist® is authorized and irrevocably instructed to immediately execute the resolution proposal.
In the event that a case remains unresolved for more than 365 days, you recognize and agree that it is considered a late delivery, and the order will be cancelled with both parties fully refunded.
(6) Third-party arbitration. If you disagree with the proposed, non-binding resolution proposal, the mediator will ask if you want arbitration services and send you the quote of arbitration fees in the final mediation notice. If you or the other party do not choose to arbitrate within 5 business days after the final mediation notice, you agree that Freelinguist® is authorized and irrevocably instructed to immediately reject the job.
If either you or the other party notifies Freelinguist® via email of their intent to arbitrate, Freelinguist® will notify you that you must pay the arbitration fee within 5 business days of the notice.
If neither you nor the other party pays the arbitration fee within 5 business days of the notice, then you will be deemed to have authorized and instructed Freelinguist® to reject the job and dismiss the dispute.
If the Client pays the arbitration fee while the Linguist does not pay the arbitration fee within 5 business days of the notice, then Client and Linguist will be deemed to have irrevocably authorized and instructed Freelinguist® to reject the job and dismiss the dispute. The arbitration fee will be fully refunded to Client.
If Linguist pays the arbitration fee while Client does not pay the arbitration fee within 5 business days of the notice, then Client and Linguist will be deemed to have irrevocably authorized and instructed Freelinguist® to approve the completion of the job and dismiss the dispute. The arbitration fee will be fully refunded to the Linguist.
If both Client and Linguist pay the arbitration fee, Freelinguist® will deliver instructions for initiating the arbitration. The job will be frozen and no more changes will be allowed.
5.64 REJECTED CONTENT
Freelinguist will review any rejections by the Client and advise the Client if the rejection will be honored, on the following grounds:
a) If Freelinguist determines that the content fails to deliver on the assignment requirements and terms of the original order, and
b) Client specifically describes why these specifications, requirements and/or terms have not been met, and
c) the Linguist does not correct and/or improve the content per the original requirements and terms within 24 hours of request.
d) Failure of the Linguist to make improvements to satisfaction within 24 hours of the submission of revision request will result in automatic final rejection. You agree that Freelinguist has the discretion to make final decisions regarding acceptance of content revision submitted for approval.
5.65 Various Important Disclaimers.
In placing the order, the Client will designate material for instructions to prospective Linguists. The Instruction File uploaded by the Client will be publicly visible to all registered Linguists of freelinguist.com. The actual working files uploaded by Client will be only made visible to the Linguist hired for the job. The Client is responsible for and assumes all risk of liability for determining what material to upload and which material to designate as instructions and as working files. Freelinguist does not monitor or control the content of those materials and the site is not responsible for their contents. Client is also responsible and assumes all liability for the decision of hiring a Linguist as an independent contractor and engaging him or her accordingly. Linguist is responsible and assumes all liability for the decision of starting a job after receiving hiring notice by Client and being hired as an independent contractor and engaged for the job. All parties agree that Freelinguist is not liable for the consequences of the Client’s decision to hire a Linguist and/or the Linguist’s decision to start a job and be hired. These Terms and Conditions do not in themselves create a partnership or agency relationship between Users or Members. A Linguist does not have authority to enter written or oral (whether implied or express) contracts on behalf of Freelinguist or to bind Freelinguist to any terms and/or conditions with anyone. For Service Contracts entered on the Freelinguist platform, Client may not require an exclusive relationship with a Linguist. A Linguist is an independent contractor who shall be free always to provide Linguist Services to persons or businesses other than Client on the Freelinguist platform, including to any competitor of Client.
5.7 Freelinguist is a Third-Party Beneficiary to the Service Contract
Members appoint Freelinguist as a third-party beneficiary of their Service Contracts for the sole purposes of enforcing any obligations owed to, and any benefits conferred on, Freelinguist hereunder. Members further agree that Freelinguist has the right to take such actions with respect to their Accounts, including, without limitation, suspension, termination, or legal actions, as Freelinguist, in its sole discretion, deems necessary to enforce its rights and to collect its fees as a third-party beneficiary under the Service Contracts.
These Terms and Conditions and Account registration will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Users and Freelinguist, except and solely as to the extent expressly stated in this Agreement.
6 INTELLECTUALPROPERTY, COPYRIGHT AND TRADEMARK PROTECTION
The protection of Freelinguist’s copyright, trademark and other intellectual property assets is agreed by all parties to be an important concern of this agreement. The parties also agree to treat other such property that appears on the site or that is submitted by Users per the rules and principles stated below.
6.0 OUR INTELLECTUAL PROPERTY
The Freelinguist name, logo, graphics and text are the intellectual property of Freelinguist. All other trademarks appearing on the Platform are trademarks of their respective owners. Our Members may also have proprietary rights in the content which they make available through the service and the platform. The trade names, trademarks and service marks owned by us, whether registered or unregistered, may not be used with any product or service that is not ours, in any manner at all. Nothing contained on the Platform should be construed as granting, by implication, estoppels or otherwise, any license or right to use any of our trade names, trademarks or service marks. Your use of our Website or Services does not constitute any right or license for you to use our service marks or trademarks, or our other intellectual property assets, without the prior written permission of Coneld LLC, d/b/a Freelinguist and Freelinguist.com.
6.1 OUR CONTENT
You acknowledge that the Platform may contain information, software, photos, video, text, graphics, music, sounds or other material (collectively, ”Content”) that are protected by copyrights, patents, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. The entire Content, taken together, is protected under copyright laws as a collective work, and we own a copyright in the selection, coordination, arrangement and enhancement of such Content. Modification of the Content or use of the Content for any other purpose, including use of any such Content on any other web site or networked computer environment is strictly prohibited. Except as otherwise expressly authorized in writing in advance by us, you agree not to reproduce, redistribute, sell, modify, rent, lease, loan, adapt, translate, create derivative works based (whether in whole or in part) on, decompile, reverse engineer, disassemble, or otherwise reduce all or any part of the Platform, including the Content.
The content found within our Website and Services, including any apps for mobile devices or otherwise, is protected under United States and foreign copyrights. The copying, redistribution, use or publication by you of any such Content, is strictly prohibited. Your use of our Website and Services does not grant you any ownership rights to our Content.
6.2 WORKS MADE FOR HIRE:
Content created by Linguists are works made for hire. Per the Copyright law of the United States, and certain other copyright jurisdictions, if a work is ”made for hire”, the Client, not the Linguist, is considered the legal author. The Linguist may or may not be publicly credited for the work. If the transaction is completed on the platform in all respects and given final approval by Freelinguist and the parties, the Client shall maintain worldwide, perpetual, irrevocable, and transferable license for any content approved and purchased on the platform. For such content, Linguist shall grant to Client, and shall license the Client to have, the sole and exclusive right to publish, perform, display, reproduce, distribute, create derivative works, audio, video, messages, tags or any other content, whether it is publicly or privately posted and/or transmitted, and whether it be done for private reasons or for commercial profit.
6.3 RELEASE OF FREELINGUIST BY CLIENT AND LINGUIST
IT IS EXPRESSLY UNDERSTOOD THAT BY USE OF OUR SERVICES, WHETHER YOU BE A LINGUIST OR A CLIENT, YOU MAY RECEIVE ERRONEOUS, MISTAKEN, FALSE OR INACCURATE INFORMATION FROM OTHER USERS AND MEMBERS, THROUGH THE SERVICES PROVIDED OR PURCHASED ON THE FREELINGUIST PLATFORM. WITH RESPECT TO ANY SUCH ERRORS, OMISSIONS, OR MISTAKES, YOU DO HEREBY FOREVER RELEASE, REMISE AND DISCHARGE FREELINGUIST, ITS SUCCESSORS AND ASSIGNS, FROM ANY AND ALL CLAIMS, CHARGES, CONTROVERSIES, COVENANTS, RIGHTS, PROMISES, TRESPASSES, DAMAGES, LOSSES AND EXPENSES, DEBTS, DUES, DEMANDS, SUMS OF MONEY, ACTIONS, RIGHTS, CAUSES OF ACTION, OBLIGATIONS AND LIABILITIES OF ANY KIND OR NATURE WHATSOEVER, AT LAW OR IN EQUITY, WHETHER ASSERTED OR UNASSERTED, MATURE OR CONTINGENT, KNOWN OR UNKNOWN, ACCRUED OR UNACCRUED, WHICH YOU MAY HAVE HAD, CLAIM TO HAVE HAD, NOW HAVE, OR MAY CLAIM TO HAVE, WHICH ARE OR MAY BE BASED UPON ANY FACTS, ACTS, CONDUCT, REPRESENTATIONS, OMISSIONS, CONTRACTS, CLAIMS, EVENTS, CAUSES, MATTERS OR THINGS OF ANY CONCEIVABLE KIND OR CHARACTER ARISING OUT OF ANY INTELLECTUAL PROPERTY PRODUCTS, ANY LANGUAGE SERVICES PRODUCTS, OR CLAIMS RELATED THERETO, MADE BY EITHER PARTY, THROUGH THE PROVISIONS OF THIS AGREEMENT AND USE OF THE FREELINGUIST PLATFORM OR OTHERWISE.
6.4 Digital Millennium Copyright Act Compliance
Our Website will respond quickly to claims of copyright infringement as found in our Content, per the terms of the Digital Millennium Copyright Act of 1998 (DMCA) as found under United States law (17 USC. § 512). If you believe any of your copyrights are infringed by our Content, please provide us with a written notice via mail, fax, or email that contains the following information:
1) An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2) A description of the copyrighted work that you claim has been infringed;
3) A description of where the material that you claim is infringing is located on our Website;
4) Your address, telephone number, and email address;
5) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
6) A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
We are only required to respond to those notices that substantially comply with the above requirements. We will investigate your claim and will notify by the method of contact you used to file your notice with us.
You will be liable for damages (including damages, costs, and attorneys’ fees) if you materially misrepresent that the website or a web page is infringing your copyright. Accordingly, if you are not sure whether certain material of yours is protected by copyright laws, we suggest that you first contact an attorney.
For details on the information required for valid notification, see 17 U.S.C. § 512(c)(3).
6.5 Counternotification To Claimed Copyright Infringement
If a notice of copyright infringement has been filed with the website owner and/or the ISP against you, the owner and/or the ISP will attempt to notify you and provide you with a copy of the notice of copyright infringement. If you have a good faith belief that you have been wrongfully accused, you may file a counternotification with the website owner and/or the ISP. If website owner and/or the ISP receives a valid counternotification, the DMCA provides that the removed or blocked information will be restored or access re-enabled.
The website owner and/or the ISP will replace the removed material and cease disabling access to it in not less than 10, nor more than 14, business days following receipt of the counternotification, unless the website owner and/or ISP first receives notice from the complaining party that such complaining party has filed an action seeking a court order to restrain the alleged infringer from engaging in infringing activity relating to the material on this website.
Please be advised that United States copyright law provides substantial penalties for a false counternotice filed in response to a notice of copyright infringement. Accordingly, if you are not sure whether certain material of yours is protected by copyright laws, we suggest that you first contact an attorney.
7.0 Prohibited Activities and House Rules
The following provisions deal with prohibited activities and improper usages of the website. Every User and Member agrees to be bound by the following basic rules that shall guide their behavior and responsibilities on the Freelinguist website, app(s) and with respect to the Freelinguist services.
7.1 Restrictions on User Content and Rules of the House
In using the website and services and/or app(s), as a Member you agree that you shall not do nor allow others to do any of the following, upon penalty of law and at the risk of being suspended from the service and/or fined, penalized and subjected to appropriate civil action. The following are serious violations. You shall not:
• Use an image that is not your likeness or a head-shot photo for your profile;
• Create a false identity on the website or misrepresent your identity;
• Misrepresent your current or previous positions, experience and qualifications;
• Use or attempt to use another’s account;
• Send spam or other unwelcomed communications to others in the Chat section or in any other manner;
• Scrape or copy profiles and information of others through any means (including crawlers, browser plugins and add-ons, and any other technology or method);
• Disclose information that you are not authorized to disclose or that violates the privacy or confidentiality of others;
• Violate intellectual property rights of others and any Users, including of Freelinguist, regarding patents, trademarks, trade secrets, copyrights or other proprietary rights;
• Copy any content unless expressly permitted to do so herein;
• Upload, post, email, transmit or otherwise distribute any material that is unlawful, harmful, threatening, abusive, bullying, harassing, defamatory, vulgar, obscene, pornographic, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, or is otherwise objectionable in the discretion and determination of Freelinguist;
• Engage in any unsolicited or unauthorized advertising, promotional materials, ”junk mail,” ”spam,” ”chain letters,” ”pyramid schemes,” or any other form of solicitation not authorized by these Terms and Conditions;
• Use or distribute any material, data or programs that contain software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data;
• Use or distribute any material, data, information or programs containing any falsehoods or misrepresentations or create an impression that what you know is incorrect, misleading, or deceptive in any manner;
• Impersonate any person or entity or misrepresent their affiliation with anyone;
• Forge headers or otherwise manipulate identifiers to disguise the origin of any material transmitted to or through the Website or impersonate another person or organization;
• Interfere with or disrupt the Freelinguist website or servers or networks connected to the website, or disobey any requirements, procedures, policies or regulations of networks connected to the website or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
• Intentionally or unintentionally violate any applicable local, state, national or international law or regulation;
• Collect or store personal data about other users or viewers without their consent;
• License, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Freelinguist website or any intellectual property of any kind;
• Modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the website or any app(s) or otherwise attempt to derive the source code for the service or any related technology, or any part thereof;
• Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Freelinguist services;
• Override any security features of the Freelinguist services;
• Intentionally or unintentionally violating any local, state, federal, national or international law, including, but not limited to, rules, guidelines, and/or regulations decreed by the U.S. Securities and Exchange Commission, in addition to any rules or laws of any nation or other securities exchange, that would include but not be limited to, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;
• Providing informational support or resources, concealing and/or disguising the character, location, and or source to any organization delegated by the United States government as a ”foreign terrorist organization” in accordance to Section 219 of the Immigration Nationality Act or other laws of the United States or other countries with respect to terrorist organizations;
• Stalking or with the intent to otherwise harass another individual;
• Intentionally or unintentionally or unintentionally interfere with or disrupt the Platform or violate any laws related to the access to or use of the Platform, violate any requirements, procedures, policies, or regulations of networks connected to the Platform, or engage in any activity prohibited by these Terms and Conditions;
The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not:
a) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site’s infrastructure;
b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of Freelinguist and the appropriate third party, as applicable;
c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site;
d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein;
e) transmit spam, chain letters, or other unsolicited communications;
f) attempt to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site;
g) collect or harvest any personally identifiable information, including Account names, from the Site;
h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or
i) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services.
7.2 NO SOLICITING FOR LINGUISTS — PROHIBITED USE.
The Site and related services may not be used by any person or organization to recruit, solicit, or contact in any form Clients or Linguists for employment or contracting for a business not affiliated with Freelinguist, without the express written permission of Freelinguist. Should Freelinguist find that a Member or User violated the terms of this paragraph or any terms stated herein, Freelinguist reserves the right, at its sole discretion, to immediately terminate that person’s use of the Site and/or assess a $10,000 daily penalty fee for scraping, either in a manual or automatic manner, Linguist or Client information, including but not limited to, names, addresses, phone numbers, or email addresses, copying copyrighted text, or otherwise mis-using or mis-appropriating site content, including but not limited to, use on a ”mirrored”, competitive, or third party site. Violations of this provision by any Users, Members or third persons or entities may subject the violator to a civil action for damages as may be allowed by law, and to reporting the activity to appropriate law enforcement authorities.
7.3 Access to Files and Monitoring of Conduct
To permit Freelinguist to protect the quality of the Platform, you hereby consent to Freelinguist’s employees and representatives being able to access your account and records for any reason, in our sole discretion. Freelinguist also reserves the right, but does not assume the responsibility, to monitor or review your conduct while using the Platform. Your use of the Platform is subject to all applicable local, state, national and international laws and regulations. Further, you acknowledge that you are responsible for obtaining or providing all access lines, telephone and computer equipment (including modem), or other devices, necessary to access the Platform, and paying all charges related thereto.
Freelinguist does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Freelinguist do so. You may be held legally responsible for damages suffered by other Users or third parties because of your remarks if such remarks are legally actionable or defamatory. Freelinguist is not legally responsible for any feedback or comments posted or made available on the Site by any Users, Members or third parties, even if that information is defamatory or otherwise legally actionable. To protect the integrity of the feedback system and protect Users and Members from abuse, Freelinguist reserves the right (but is under no obligation) to remove posted feedback or information that, in Freelinguist’s sole judgment, violates the Terms of Service or negatively affects our marketplace. You acknowledge and agree that you will notify Freelinguist of any error or inaccurate statement in your feedback results, including the rating, and that if you do not do so, Freelinguist may rely on the accuracy of such information.
8.1 COOKIES POLICY
8.2 COOKIES AND COLLECTING INFORMATION ON OUR WEBSITE:
Choreseek uses basic tracking cookies on this website, and may collect and use information from you with cookies and through the other information-gathering methods described herein, for the following purposes and in the following manner:
a) Tracking user activity;
b) Tracking mouse movements and clicks;
c) Storing client information in the cookies.
d) Information about your use of this website, including dates and times of visits;
e) and services utilized; any other data that exists with respect to your use of the website;
f) information that you provide when you register to use the website or when you engage in a work transaction; information about service transactions carried out over this website;
8.21 GOOGLE COOKIES
8.22 REFUSING COOKIES
8.3 Use of Personal Information:
In addition to any other uses stated in these terms and conditions, Freelinguist may use your personal information and collected data for the following purposes:
• Administer this website;
• Personalize the website for you;
• Enable your access to and use of the website;
• Supply to you or keep you informed about any services that you purchase;
• Communicate with you regarding the services contracted by you;
• Communicate with you regarding any disputes with us or between Providers and Seekers;
• Send you account statements and invoices;
• Collect payments and escrow funds from you; and
• send you marketing communications or promotions;
If you register as a Member, you thereby represent and state your express or implied consent for us to use your email address to communicate with you. If you register and enter a service agreement with another member, you thereby authorize Freelinguist to use your email address to send you notices and information, including for any of the above purposes, but not limited to those purposes.
8.31 OTHER DISCLOSURES
If Freelinguist discloses your personal information to its agents, sub-contractors or business affiliates for these purposes, the agent, sub-contractor, or business affiliate in question will be obligated to use that personal information in accordance with the terms of this privacy statement. In addition to the disclosures reasonably necessary for the purposes identified elsewhere above, Freelinguist may disclose your personal information to the extent that it is required to do so by law, about any legal proceedings or prospective legal proceedings, and to establish, exercise or defend its legal rights.
8.32 FREELINGUIST WILL SECURE YOUR PERSONAL INFORMATION
Freelinguist will take reasonable technical and organizational precautions to prevent the loss, misuse or alteration of your personal information. Freelinguist will store all the personal information you provide on secure servers. Encryption technology protects information relating to electronic transactions on this website. In return for the protections provided by us, as previously mentioned, you do hereby release Freelinguist from all liability and do waive your right to make a claim against Freelinguist for losses or damages sustained because of a third-party invasion or hack of the website that occurs despite the foregoing protections.
8.33 ACCESS TO AND RIGHT TO DISCLOSE MEMBER INFORMATION:
Freelinguist.com herein reserves the right to access, preserve, transfer, and/or disclose member account information and/or content if it is requested to do so by law or in good faith belief that any such action is deemed reasonably necessary for:
a) compliance with any legal process;
b) enforcement of the Terms and Conditions;
c) responding to any claim that therein contained content is in violation of the rights of any third party;
d) responding to requests for Client service; or
e) protecting the rights, property or the personal safety of Freelinguist.com, its visitors, users and members, including the public.
8.4 PERMISSION TO USE CUSTOMER’S PRODUCT AND SERVICE REVIEWS
Members have the option to provide feedback on their experience with other Members, using our rating system and/or written comments. A Member’s comments about another Member’s quality of service may be posted and viewable by other members or users. If you provide feedback of any kind regarding services rendered or your experiences with the Freelinguist website or services, you agree that Freelinguist can use and share (but does not have to) such feedback for any purpose without compensation to you. You agree that Freelinguist is not restricted by confidentiality obligations, and the feedback in any event is not confidential or proprietary information of yours or any third party. You represent that you have the authority to disclose the feedback to Freelinguist. Accordingly, you recognize and agree that Freelinguist, its successors and assigns, may freely use, reproduce, publicize, license, distribute, and otherwise commercialize feedback in any manner at the discretion of Freelinguist.
8.5 CROSS-BORDER DATA TRANSFERS
8.6 SPAM POLICY:
Freelinguist does not tolerate spam and will filter out all spam messages that may invade its website. Freelinguist’s website and apps use automated systems to weed out all messages that appear to be spam. Because this is an automated process, mistakes may occur and a legitimate message may be excluded. If you encounter this problem or think you have, please advise the recipient by an alternative means of communication.
8.7 UPDATING THIS STATEMENT
8.8 OTHER WEBSITES
This website may from time to time contain links to other websites, at its discretion. Freelinguist is not responsible for the privacy policies or practices of any third party.
All Members hereby agree to follow these rules of confidentiality. To the extent a Client or Linguist provides Confidential Information to the other, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care, and will:
(a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information;
(b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Linguist Services (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Linguist); and
(c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Linguist Services. A disclosure of information will be immune from prosecution or civil action under the Defend Trade Secrets Act, 18 U.S.C. section 1832, if it:
(A) is made
(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and
(ii) solely for reporting or investigating a suspected violation of law; or
(B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
8.91 RETURN OR DESTROY CONFIDENTIAL INFORMATION
If and when Confidential Information is no longer needed for the performance of the Linguist Services for a Services Contract or at Client ’s or Linguist’s written request (which may be made at any time at Client ’s or Linguist’s sole discretion), the party that received Confidential Information, will, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.
Without limiting the section on Confidentiality, Client, Linguist, and Freelinguist will not publish, or cause to be published, any other party’s Confidential Information or Work Product, except as may be necessary for performance of Linguist Services for a Services Contract.
8.93. INFORMATION DISCLOSURE
We disclose the Client Materials to potential Linguists and contractors, for the sole purpose of allowing him/her to preview the content to decide whether to engage the Order. You are solely responsible for appropriately editing or removing any confidential or personally identifiable information in the Client Materials.
To provide you and our other customers the best possible language services, we (and those we work with) may use your Delivered Works, as aggregated with other Client works, to generally improve the Services (for example, fine tune turnaround time estimates, or improve machine translation and machine learning systems). If we do this, we never disclose your identity or confidential information, nor make your Delivered Works publicly available.
PART III: OTHER PROVISIONS AND ADMINISTRATIVE RULES
9.0 INVOICES AND TAXES
Freelinguist will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Linguist Fees. Linguist will be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Linguist Fees and for issuing any invoices so required. Linguist will also be solely responsible for determining whether: (a) Linguist or Freelinguist is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Linguist Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Freelinguist, as appropriate; and (b) if Freelinguist is required by applicable law to withhold any amount of the Linguist Fees and for notifying us of any such requirement and indemnifying Freelinguist (either by Freelinguist, at our sole discretion, offsetting the relevant amount against a future payment of Linguist Fees to Linguist or Linguist reimbursing Freelinguist for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Freelinguist, Linguist agrees to promptly cooperate with Freelinguist and provide copies of Linguist’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Linguist is engaging in an independent business as represented to Freelinguist.
By providing Payment Method information through the Site, Client represents, warrants, and covenants that:
a) Client is legally authorized to provide such information;
b) Client is legally authorized to perform payments using the Payment Method(s); and
c) such action does not violate the terms and conditions applicable to Client ’s use of such Payment Method(s) or applicable law.
When Client authorizes a payment using a Payment Method via the Site, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client ’s Payment Method(s), Client is solely responsible for paying such amounts by other means.
9.1 RIGHT TO USE SECURITY COMPONENTS
Freelinguist.com herein reserves the right to include the use of security components that may permit digital information or material to be protected, and that such use of information and/or material is subject to usage guidelines and regulations established by Freelinguist.com or any other content providers supplying content services to Freelinguist.com. You are hereby prohibited from making any attempt to override or circumvent any of the embedded usage rules in our Services. Furthermore, unauthorized reproduction, publication, distribution, or exhibition of any information or materials supplied by our Services, despite whether done so in whole or in part, is expressly prohibited.
You may have funds in your Account if you have prepaid for fees or charges or for services to be provided to you via the Website. If you are a Linguist, you may have funds if you have successfully completed a Project, or sold an item, and funds have been released to you. There are also circumstances where funds will have been credited to your Account in relation to an affiliate program or a referral program.
Funds in your Account are held by us in our operating accounts held with reputable financial institutions. Funds in your Account are not held separately by us and may be commingled with our general operating funds and funds of other User’s Accounts.
You are not entitled to any interest, or other earnings for funds that are in your Account.
We may receive interest on funds held by us in our operating accounts (which may include funds in your Account) from financial institutions with whom we hold our operating accounts. Any such interest earned belongs to us and we will not be liable to any User for any imputed interest on such funds.
If your Account has a negative amount of funds, we may:
i. set-off the negative amount of funds with funds that you subsequently receive into your Account;
ii. if you have funds in multiple currencies in your Account and one of the currencies becomes negative for any reason, we may set-off the negative amount against funds you maintain in a different currency balance (at an exchange rate applied by us);
iii. reverse payments you have made from your Account to other User Accounts on the Website;
iv. deduct amounts you owe us from money you subsequently add or receive into your Account; or
v. immediately suspend or limit your Account until your Account no longer has a negative amount.
vi. If we offset a negative amount of funds pursuant to this section, it may be bundled with another debit coming out of your Account.
vii. We reserve the right to collect any funds owed to us by any other legal means.
viii. You acknowledge and agree that:
ix. we are not a bank or other licensed financial institution and do not provide banking services or any financial services to you;
x. the funds shown in your Account represents our unsecured obligations to you with respect to your rights to direct us to make payment in relation to the purchase and sale of Seller Services through the Website and provision of the Linguist Services;
xi. to the extent that we are required to release funds from your Account to you, you will become our unsecured creditor until such funds are paid to you;
xii. we are not acting as a trustee or fiduciary with respect to such funds or payments;
xiii. the amount of funds showing in your Account is not insured and is not a guaranteed deposit;
xiv. funds may only be loaded into your Account, or released from your Account, by us and you must only use the mechanisms available on the Website to pay for, or receive funds;
xv. we will hold funds in respect of the amount of your Account in an account held by us with a financial institution (or in any manner that we decide in our sole discretion from time to time) and such funds are not segregated into a separate account; and
xvi. we may commingle your funds with funds of other User’s and our own funds and such commingled funds could be used to pay other Users or for our general corporate purposes or otherwise, however, we will remain obliged to release or refund funds at your direction in accordance with this User Agreement.
9.3 FEES – ADDITIONAL INFORMATION:
The fee we charge for using our Services is the difference between the amount we receive from the user who buys a language service and the amount we pay to the seller who sells the language service. Notwithstanding anything to the contrary, Freelinguist has the discretion to set fees individually for each job, based on factors determined by Freelinguist to be relevant to the circumstances. The amount we receive from the user who buys a language service is the price of the order that the user places. The amount we pay to the seller who sells the language service is determined by the word count of the language service and technical qualifications of the seller who sells the language service, as specified in Conduct of Linguists. The fees are thus set by Freelinguist and are communicated to the participants before the job is started. To the extent that any service fees may be interpreted to be standardized, Freelinguist reserves the absolute right to change such fees from time to time, without notice, or from job to job, at its discretion and without prior notice.
You shall not make any chargebacks and/or deny or reverse any payment made by you in connection with the Services, and you shall reimburse Freelinguist for any loss or damage Freelinguist incurs as a result of any such action by you, and in any event you will promptly pay any and all of your debts to Freelinguist, and (b) you shall indemnify Freelinguist and hold Freelinguist, and its officers, directors, employees, agents, contractors and suppliers, harmless, from and against all claims, liabilities, damages, losses, costs and expenses, including legal fees, arising out of or in connection with any breach of these Terms and Conditions by you, and any other liabilities arising out of your use or provision of the Services, the use of the Platform or any unauthorized use or provision of the Services or use of the Platform by any third party using your Account. Freelinguist shall not be liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.
After a Client has approved job completion, Freelinguist will credit the Linguist Account for the amount paid or released, after subtracting and disbursing to Freelinguist the service fee. Linguist agrees to pay Freelinguist the Service Fee for using the Site’s communication, invoicing, dispute resolution and payment services.
9.4 CAUTIONS FOR GLOBAL USE AND EXPORT AND IMPORT COMPLIANCE
Due to the global nature of the internet, using our network you hereby agree to comply with all local rules relating to online conduct and that which is considered acceptable Content. Uploading, posting and/or transferring of software, technology and other technical data may be subject to the export and import laws of the United States and possibly other countries. Using our network, you thus agree to comply with all applicable export and import laws, statutes and regulations, including, but not limited to, the Export Administration Regulations (http://www.access.gpo.gov/bis/ear/ear_data.html), as well as the sanctions control program of the United States (http://www.treasury.gov/resourcecenter/sanctions/Programs/Pages/Programs.aspx). Furthermore, you state and pledge that you:
a) are not on the list of prohibited individuals which may be identified on any government export exclusion report (http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm) nor a member of any other government which may be part of an export-prohibited country identified in applicable export and import laws and regulations;
b) agree not to transfer any software, technology or any other technical data using our network Services to any export-prohibited country;
c) agree not to use our website network Services for any military, nuclear, missile, chemical or biological weaponry end uses that would be a violation of the U.S. export laws; and
d) agree not to post, transfer nor upload any software, technology or any other technical data which would be in violation of the U.S. or other applicable export and/or import laws.
9.5 USE AND STORAGE GENERAL PRACTICES
You herein acknowledge that Freelinguist.com may set up any such practices and/or limits regarding the use of our Services, without limitation of the maximum number of days that any email, message posting or any other uploaded content shall be retained by Freelinguist.com, nor the maximum number of email messages that may be sent and/or received by any member, the maximum volume or size of any email message that may be sent from or may be received by an account on our Service, the maximum disk space allowable that shall be allocated on Freelinguist.com’s servers on the member’s behalf, and/or the maximum number of times and/or duration that any member may access our Services in a given period of time. In addition, you also agree that Freelinguist.com has absolutely no responsibility or liability for the removal or failure to maintain storage of any messages and/or other communications or content maintained or transmitted by our Services. You also herein acknowledge that we reserve the right to delete or remove any account that is no longer active for an extended period. Furthermore, Freelinguist.com shall reserve the right to modify, alter and/or update these general practices and limits at our discretion.
PART IV: ADMINISTRATIVE PROVISIONS
As a member of freelinguist.com, you may cancel or terminate your account, associated email address and/or access to our Services by submitting a cancellation or termination request to
[email protected] or using the close account function in the website.
As a member, you agree that Freelinguist.com may, without any prior written notice, immediately suspend, terminate, discontinue and/or limit your account, any email associated with your account, and access to any of our Services, in Freelinguist’s sole discretion. The cause for such termination, discontinuance, suspension and/or limitation of access shall include, but is not limited to:
a) any breach or violation of our TOS or any other incorporated agreement, regulation and/or guideline;
b) by way of requests from law enforcement or any other governmental agencies;
c) the discontinuance, alteration and/or material modification to our Services, or any part thereof;
d) unexpected technical or security issues and/or problems;
e) any extended periods of inactivity;
f) any engagement by you in any fraudulent or illegal activities; and/or
g) the nonpayment of any associated fees that may be owed by you about your freelinguist.com account Services.
Furthermore, you herein agree that all terminations, suspensions, discontinuances, and or limitations of access for cause shall be made at our sole discretion and that we shall not be liable to you or any other third party with regards to the termination of your account, associated email address and/or access to any of our Services.
The termination of your account with freelinguist.com shall include any and/or all the following:
a) the removal of any access to all or part of the Services offered within freelinguist.com;
b) the deletion of your password and all related information, files, and any such content that may be associated with or inside your account, or any part thereof; and
c) the barring of any further use of all or part of our Services.
We may also, in our sole discretion and at any time, discontinue to operate the Platform, or any part thereof, with or without notice. You agree that any termination of your access to the Platform under any provision of these Terms and Conditions may be effected without prior notice, and acknowledge and agree that we may immediately deactivate or delete your Account and all related information and files in your account, and/or any further access to such files. Further, you agree that we shall not be liable to you or any third party for any termination of your access to the Platform.
We may revoke your registration privileges and/or take any other appropriate measures to enforce these guidelines if violations are brought to our attention. Further, we may, in our sole discretion, terminate your account or participation in any feature
of the Platform for any reason.
Upon termination, you must destroy all Content obtained from this Site and all copies thereof. The provisions of these Terms concerning Site security, prohibited activities, copyrights, trademarks, user submissions, disclaimers, limitations of liability, indemnity, and jurisdictional issues shall survive any such termination.
11.0 WARRANTY DISCLAIMERS
YOU HEREIN EXPRESSLY ACKNOWLEDGE AND AGREE THAT:
a) THE USE OF FREELINGUIST.COM SERVICES AND SOFTWARE ARE AT THE SOLE RISK BY YOU. OUR SERVICES AND SOFTWARE SHALL BE PROVIDED ON AN ”AS IS” AND/OR ”AS AVAILABLE” BASIS. FREELINGUIST.COM AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PURPOSE AND NON-INFRINGEMENT.
b) FREELINGUIST.COM AND OUR SUBSIDIARIES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO SUCH WARRANTIES THAT (i) FREELINGUIST.COM SERVICES OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) FREELINGUIST.COM SERVICES OR SOFTWARE SHALL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THAT SUCH RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE FREELINGUIST.COM SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (iv) QUALITY OF ANY PRODUCTS, SERVICES, ANY INFORMATION OR OTHER MATERIAL WHICH MAY BE PURCHASED OR OBTAINED BY YOU THROUGH OUR SERVICES OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (v) THAT ANY SUCH ERRORS CONTAINED IN THE SOFTWARE SHALL BE CORRECTED.
c) ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY WAY OF FREELINGUIST.COM SERVICES OR SOFTWARE SHALL BE ACCESSED BY YOUR SOLE DISCRETION AND SOLE RISK, AND AS SUCH YOU SHALL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER AND/OR INTERNET ACCESS, DOWNLOADING AND/OR DISPLAYING, OR FOR ANY LOSS OF DATA THAT COULD RESULT FROM THE DOWNLOAD OF ANY SUCH INFORMATION OR MATERIAL.
d) NO ADVICE AND/OR INFORMATION, DESPITE WHETHER WRITTEN OR ORAL, THAT MAY BE OBTAINED BY YOU FROM FREELINGUIST.COM OR BY WAY OF OR FROM OUR SERVICES OR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
e) A SMALL PERCENTAGE OF SOME USERS MAY EXPERIENCE SOME DEGREE OF EPILEPTIC SEIZURE WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS THAT MAY BE CONTAINED ON A COMPUTER SCREEN OR WHILE USING OUR SERVICES. CERTAIN CONDITIONS MAY INDUCE A PREVIOUSLY UNKNOWN CONDITION OR UNDETECTED EPILEPTIC SYMPTOM IN USERS WHO HAVE SHOWN NO HISTORY OF ANY PRIOR SEIZURE OR EPILEPSY. SHOULD YOU, ANYONE YOU KNOW OR ANYONE IN YOUR FAMILY HAVE AN EPILEPTIC CONDITION, PLEASE CONSULT A PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING OUR SERVICES: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.
f) Freelinguist further undertakes that it will use its reasonable best efforts to attempt to provide access to the Platform 24 hours a day, 7 days a week. However, there will be occasions when access to the Platform will be interrupted for maintenance, upgrades and repairs, that you acknowledge is a necessary function conducted by Freelinguist, or because of failure of telecommunications links and equipment that are beyond Freelinguist’s control, Freelinguist shall bare neither responsibility nor liability for any loss of revenue that may result therefrom.
g) Freelinguist may modify or discontinue, temporarily or permanently the Platform, or any portion thereof, with or without notice to you.
h) The Platform, the content and the information therein are provided by Freelinguist ”As Is” without warranty of any kind, express, implied, statutory, or otherwise, including the implied warranties of title, non-infringement, quiet enjoyment, merchantability, or fitness for a purpose. Without limiting the foregoing, Freelinguist and its licensors make no warranty that (a) the Platform, the Services (which are provided by the Services Providers) and the content will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Platform and the Services and the content will be effective, accurate, or reliable; (c) the quality of the Services and the content will meet your expectations; or that (d) any errors or defects in the Platform, or Services will be corrected. No advice or information, whether oral or written, obtained by you from Freelinguist or through or from use of the Platform and the content shall create any warranty not expressly stated in these Terms and Conditions.
11.1 NO WARRANTY REGARDING EACH MEMBER’S PURPORTED IDENTITY
Because User identification on the internet is difficult, we cannot and do not confirm each User’s or Member’s purported identity. We may provide information about a User, such as a strength or risk score, geographical location, or third party background check or verification of identity or credentials. However, such information is based solely on data that the User submits and we provide such information solely for the convenience of Users and the provision of such information is not an introduction, endorsement or recommendation by us.
11.2 NO WARRANTY AS TO CONTENT ON THE WEBSITE
You are responsible for creation, storage, and backup of your business records and User Activity. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Freelinguist’ part to store, maintain, backup, retain, or grant access to any information or data for any period.
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk.
11.3 CLOSED CAPTIONING:
Freelinguist.com complies with all applicable Federal Communications Commission rules and regulations regarding the closed captioning of video content. For more information, please visit our website at freelinguist.com.
11.4 CHOICE OF LAW AND FORUM:
It is at the mutual agreement of both you and Freelinguist.com with regard to the TOS that the relationship between the parties shall be governed by the laws of the state of Texas without regard to its conflict of law provisions and that any and all claims, causes of action and/or disputes, arising out of or relating to the TOS, or the relationship between you and Freelinguist.com, shall be filed within the courts having jurisdiction within the County of Montgomery, Texas or the U.S. District Court located in said state. You and Freelinguist.com agree to submit to the jurisdiction of the courts as previously mentioned, and agree to waive all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts.
The Platform is not intended to subject Freelinguist to the laws or jurisdiction of any territory other than that of the state of Texas. Freelinguist does not represent or warrant that the Services and/or the Platform or any part thereof is appropriate or available for use in any particular jurisdiction. Those who choose to access the Platform do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. We may limit the Platform’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
If it turns out that a term is not enforceable, this will not affect any other terms.
11.5 WAIVER AND SEVERABILITY OF TERMS
At any time, should Freelinguist.com fail to exercise or enforce any right or provision of the Terms and Conditions, such failure shall not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms and Conditions shall remain in full force and effect.
11.6 RIGHTS OF YOUR ESTATE
You acknowledge, understand and agree that your account is non-transferable and any rights to your ID and/or contents within your account shall terminate upon your death; Provided, however, that upon receipt of a copy of a death certificate, along with a court order for administration of your estate, we will refund to your Executor or Personal Representative a refund payable to your estate of the amount held less our administrative expenses.
Please report all violations or legal inquiries to Freelinguist.com as follows:
Email: [email protected]
1. Freelinguist.com shall negotiate and contract with a Linguist for the completion of a job.
2. Freelinguist.com will evaluate the technical qualifications of a Linguist based on the material uploaded by the Linguist and will assign corresponding technical levels. The Linguist may rate higher for some services based on the background and qualifications presented and lower for other types of services. The Linguist may request a reconsideration, but acknowledge that any such change in status shall be at the sole and absolute discretion of the Company.
3. The parties recognize and agree that Freelinguist is solely responsible for setting the technical levels but that it shall be doing this based solely on the information, documentation, referrals and representations provided or made by the Linguist, and any inaccuracies or errors in the information provided by Linguist shall not be the responsibility of Freelinguist, and any damages created to anyone thereby shall be solely the responsibility of the Linguist, as per the disclaimers, waivers, and other legal representations by Freelinguist made in the Terms and Conditions, which are incorporated herein and made a part hereof as if appearing here at length..
4. The payment rate and percentage of bonus and tip payment for the Linguist is solely based on the technical levels, which is solely determined by Freelinguist.com.
5. Upon the assignment of the technical levels from Freelinguist.com, the Linguist agrees to accept the payment rate and percentage of bonus and tip payment for performing corresponding types of freelance Linguist services on the Freelinguist platform. Bonus and tip payments are up to the Client and are not regulated by Freelinguist.
6. The Linguist may find his technical levels and payment rate on his profile page. The Linguist may also contact Freelinguist.com for the information of his payment rate and percentage of bonus and tip payment. The information of technical levels, and the related payment rate and percentage of bonus and tip payment will also be included in the evaluation email sent from Freelinguist.com to the Linguist after the Linguist has requested evaluation. Linguist’s acceptance of such offer qualifies the Linguist to place bids and compete for job services in accordance with his skill levels on Freelinguist.com.
7. As a Linguist, you are always independent of Freelinguist.com and shall not at any time be considered an employee of Freelinguist.com. Accordingly, Linguists shall not be entitled to benefits offered to Freelinguist’s employees and shall not be administratively carried on the books of the company as employees. The parties recognize that the work done by the Linguist is independent and that the Linguist calls her own hours, pace of work, type of work selected. In addition, Freelinguist does not supervise the work performed nor provide training for such work.
8. The Linguist agrees to be solely responsible for all taxes, license fees, and business expenses it incurs in the performance of all services, marketing and advertising hereunder or elsewhere. Both the Client and Linguist agree to indemnify Freelinguist.com for any taxes or penalties that may at any time be imposed on Freelinguist.com by the purchase and sale of services between them on this Site.Linguist Shall Provide a Satisfactory Level of Competence and Work Quality:9. Freelinguist.com evaluates each Linguist by reviewing materials (i.e. resume, writing sample, education, experience, awards, certificates, etc.) submitted by a Linguist, and Freelinguist will use that material and any other documentation to assess the Linguist’s education, background, skill and expertise, and to assign technical levels and thus service payment rate and percentage of bonus and tip payments to that Linguist.
10. When a Client submits a job to Freelinguist.com, Freelinguist.com posts the job so that all Linguists can view public information of the job. The Linguist may place a bid if the Linguist is interested in the job and confident of having the requisite professional skills to complete the job successfully. By placing a bid on a job, the Linguist agrees to pay a bid security deposit to Freelinguist.com, the amount of which is solely determined by Freelinguist.com and made available on the site.
11. The bid security deposit will be fully refunded to the Linguist if one of the following happens:
a). the job is started by another Linguist selected by the Client;
b). the job is cancelled before the job is started;
c). the Linguist is selected for the job, starts the job, and successfully completes the job so that the job is approved completed by the Client.
12. The Linguist agrees to bid on jobs only after careful consideration regarding the Linguist’s background, skill, expertise, past performance, and style so that the Linguist is confident of having the requisite professional skills to complete the job successfully. The Linguist releases, and will save and hold harmless, Freelinguist, its successors, assigns, owners, employees and all others from any demand or claim for losses or damages made by a Client who claims that the Linguist was not skilled enough to perform the job. Both Client and Linguist hereby recognize and affirm that they are aware that Freelinguist cannot and does not review the qualifications of the Linguist to perform any job that is negotiated and entered from the Freelinguist platform.
13. The Linguist and Client may and are encouraged to discuss the details and skills required prior to the parties determining whether they are a fit for the services requested. The parties may ask each other questions, and this is the opportune time for the Linguist to determine whether the services are a match for his or her skillset.
Deadlines for Linguists to Deliver Content
14. Upon starting service of a job by clicking “START SERVICE”, the Linguist enters contract with the Client and the Linguist agrees that the service files will be uploaded and submitted on or before the stated delivery date given in the order.
15. All Members shall honor the confidential nature of the work performed. Linguist shall not repeat or describe to others the nature or details of the job performed for any Client. A violation of the duty of strict compliance with confidentiality is grounds for termination of the Linguist from the service, as determined by Freelinguist in its sole discretion.
16. In addition, for jobs that require the downloading of content, you must agree to delete all original content (“Client Content”) within 30 days. Client Content is the property of the customer; by possessing it past 30 days, the Linguist is breaching client confidential protocols and is subject to penalty and/or forfeiture of service fees.
17. Service contracts may not be communicated to third parties for obtaining more work or for other ulterior motives. Service content prepared for a Client cannot be shared with third persons.
Quality Translations are the Standard Required of Linguists
18. As a Linguist, you agree to consistently meet the quality standards requested by the Client. You agree to provide as many drafts as reasonably requested to satisfy the Client in difficult, lengthy or complex assignments, until the Client approves the completion of the work. if your rating is below three for three consecutive times, Freelinguist reserves the right to lower your technical level by one. It is recognized, however, that occasionally a Client may make unrealistic or unclear demands that cannot reasonably be satisfied. It is in the Linguist’s best interest to contact Freelinguist in that event as soon as possible so a mediation process may take place to try and complete the project to everyone’s satisfaction. Freelinguist shall be the sole and exclusive judge of whether the Client is being unreasonable or whether the Linguist is not working up to his or her skill level.
19. Linguist should only upload delivery content using the UPLOAD SERVICE FILE function of the site. Do not place delivery content in the comments section of a job or in any third-party communications tool. A Client could take the delivered content and reject your job, meaning you would not get paid for the work you have done. If you experience issues when submitting your delivered content, please report it to us immediately, and we will resolve the problem promptly.
20. Linguist shall answer comments speedily and professionally. Please carefully read the comments and queries from customers and answer them promptly, clearly, and in a friendly manner. Do not use abusive or profane language or give excuses or personal background information to customers. Try to resolve disputes in a friendly and efficient way. Being defensive is not the way to build up a lucrative body of paying customers.
21. Linguist understands the importance of meeting deadlines and will always strive to do so. Where an unavoidable and just reason arises for a delay, contact us immediately to get an extension or otherwise resolve the problem.
22. When considering a job, make sure you have the time, knowledge and skills to complete it by the expected deadline. Do not start a job if you cannot finish it on time. After receiving revision requests, you agree to respond within 24 hours and submit the revised service content.
23. All disputes between Linguist and Client, including with respect to quality, duration, timelines and any other issue relative to the work and payment of Linguist, shall be reported to Freelinguist. The procedure set forth in the main body of the Terms and Conditions, at Section 5.63 therein, defines the way in which disputes will be processed, handled and resolved. You hereby agree that Freelinguist shall have the sole and absolute right to decide the resolution of all such disputes, after Freelinguist has reviewed all facts that each party wants to submit on the issue(s). You hereby agree to be bound by the decision rendered by Freelinguist, without appeal or further claims.
25. By going forward and becoming a Member of the Freelinguist platform, you are agreeing to be bound by these provisions, and if you not agree you acknowledge and affirm that you will not register as a Member and You will cease to access this website or its app(s).
For the parties hereto to conduct a business relationship with each other, and with the “Client”, who is the consumer who is interested in purchasing translation and other services from the Linguist, the Company and the Linguist, in performing the services promised under the Freelinguist platform, may receive confidential information from the Client, directly or indirectly. In addition, the Company may possibly disclose confidential or proprietary information regarding itself to the Linguist, and the Linguist may possibly disclose confidential or proprietary information regarding itself to the Company.
The Confidential Information of either the Company, the Linguist or the Client, may include but is not limited to business activities and plans, financial results and projections, costs and prices, software, hardware configurations, financial documents, inventions, processes, designs, prototypes, samples, data sets, drawings, customers, markets, equipment, product plans, customers, suppliers, employees, consultants, technologies, technical and business strategies, the Company’s plant and equipment, trademarks, patents and patent applications, and trade secrets (the ”Confidential Information”). Confidential Information also includes draft contracts and executed contracts, work papers, and related documents or exhibits exchanged by the parties, including possibly extensive information and work papers provided by the Client, as aforesaid.
Nondisclosure / Noncircumvent Provisions:
1. The Confidential Information in this agreement pertains to that of the Company, the Linguist and the Client.
2. Nothing shall prevent the Company from using the data, information, documentation and any things of any kind provided to it by Linguist or by the Client, whether confidential or not, that are required to perform its functions and authority defined and described in the Terms and Conditions and associated materials making up an agreement already entered by the Linguist and the Company and included above as part of this comprehensive Terms and Conditions Agreement. This authority imparted to Freelinguist is meant to be a broad and encompassing exclusion of the duty of confidentiality on the part of the Company wherever there is any possible or potential need for the Company to disclose such information, which includes but is not limited to, the legal compulsion exclusion described further below.
3. Subject to the broad exclusions stated in Paragraph 2, that deal with the possible necessity of the Company to disclose confidential information of the Linguist and the Client, each party shall use its reasonable best efforts to keep the other’s Confidential Information secret. Subject to the exclusions in Paragraph 2, each party shall use at least the same degree of care to avoid unauthorized disclosure or use of the other’s Confidential Information as it employs with respect to its own Confidential Information of like importance.
4. The Linguist also agrees to protect the Confidential Information of the consumer, i.e., the Client, who shall provide work documents to the Linguist which may contain sensitive confidential information regarding the Client’s activities or business operations, as above defined, or even personal confidential information that is highly private and must remain undisclosed to any persons or entities beyond those described herein.
5. Neither party has any obligation with respect to any Confidential Information which (a) is or becomes publicly known without a breach of this Agreement by either party or is known prior to the date hereof; (b) is disclosed to it by a third person who is not required to maintain its confidentiality; or (c) is approved for release by the other party in writing. The party claiming any of the above exceptions has the burden of proving its applicability.
5. Each party may disclose Confidential Information to its own officers, directors, employees and advisors who reasonably need to know it (”Designees”). Each party shall take appropriate action (by instructions, agreement, or otherwise) with its Designees to satisfy its obligations under this Agreement. Each party shall be responsible to the other for any violation of this Agreement by its own Designees. Neither party may disclose Confidential Information to any other persons or entities, except as is necessary and allowed by Paragraph 2, and without also first obtaining from each such person an agreement substantially identical to this Agreement in form (a ”Companion Agreement”).
6. Neither party may use the other’s Confidential Information for competing with the other or for any purpose not in furtherance of the business relationship between them. The Linguist shall not use the Client’s Confidential Information for competing with the Client or for any purpose not in furtherance of the business relationship between them.
7. Subject to the broad exclusions granted to the company, the parties also agree not to attempt to circumvent this agreement. That in the event of circumvention of this agreement by either party, directly or indirectly, the circumvented party shall be entitled to collect damages flowing therefrom, in addition to a legal monetary penalty equal to maximum service it should realize from such a transaction plus all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue.
8. Each party’s Confidential Information shall remain its own property. Upon the termination of the business relationship or upon request, whichever is sooner, each party shall return all of the other’s Confidential Information, or destroy it and provide the other party with written certification of such destruction. The Linguist shall destroy or return all of the Client’s work instructions and work papers, confidential or not, per the dictates set forth in further detail in the Terms and Conditions of Freelinguist and Freelinguist.com with respect to its web site platform and any app(s).
9. If either party becomes legally obligated, or receives a subpoena or other legal demand, to disclose any of the other party’s Confidential Information, the party subject to the obligation shall notify the other party in writing immediately, shall cooperate with the other party in seeking a protective order or other appropriate remedy, and shall use its reasonable best efforts to protect the confidential and proprietary status of any disclosed Confidential Information.
10. Each party agrees that in the event of a breach or threatened breach by either party, including its officers, agents, directors, or employees, of the provisions of this Agreement, the nonbreaching party may have no adequate remedy in money damages and, accordingly, shall be entitled to an injunction against such breach, in addition to any other legal or equitable remedies available to it.
12. You agree that you have read and understand this agreement and agree with your responsibilities hereunder.
13. By going ahead and using the Freelinguist and Freelinguist.com platform(s) or its app(s), you agree to be bound by this nondisclosure, noncircumvent agreement. You acknowledge that you understand that you cannot register as a Member and use the site without being bound to this agreement.