Terms and Conditions

Last updated, January 15, 2021

WORD MATCHING Universal Terms of Service Agreement

1.SCOPE

1.1. The WORD MATCHING platform is a platform created to mediate between WORD MATCHING clients and translators to provide translation services. These Terms and Conditions of Use (the “Agreement”) set out the terms and conditions of use/access/use of the content/services provided through the WORD MATCHING Platform (especially, the translation services provided by the Translator to WORD MATCHING Clients through the Platform).

1.2. The party to the Agreement is WORD MATCHING, whose registered office is in the Republic of Panama, Office 19-10, 19th Floor, Century Tower Building, Tumba Muerto at Avenida Ricardo J. Alfaro, Panama.

1.3 WORD MATCHING and the User shall be referred to as “Parties” collectively and as one “Party” individually.

2.DEFINITIONS

In this Agreement,

“User” means any natural person or, where the appropriate, legal entity that accesses the WORD MATCHING Platform, whether registered or not (in case of registration, the User will hereinafter be referred to as the “WORD MATCHING Client” or the “Translator” according to his use of the Platform and its contents/services) and acquires or makes use of the contents and services of the WORD MATCHING Platform in a partial/complete and temporary/permanent manner in his name and on his behalf or behalf of third parties and his own account,

“Translator” means any third party registered as a User and an independent contractor who collaborates with WORD MATCHING to provide translation services to WORD MATCHING’s clients.

“WORD MATCHING Client” means any third party registered as a User, who wishes to purchase translation services through the WORD MATCHING Platform

“Client Materials” means the source content, guidelines, glossaries, and any other materials provided by WORD MATCHING’s clients for translation.

“Translated Contents” means the contents obtained when translating the Client Materials in the source language into another (target) language by the Translator, applying the commonly known and confessed grammatical rules, as well as his/her own experience, profession, and specific fields of knowledge or knowledge of the necessary vocabulary obtained through various dictionaries and thesauri.

The “WORD MATCHING Platform” means the online portal and platform containing the WORD MATCHING content/services at www.word-matching.com

Translation order” means any order for translation services through the customer’s WORD MATCHING platform.

Quality level options refer to the translation options, set as “Standard, Professional, Certified” in the WORD MATCHING Quality Standards.

3.AMENDMENTS / UPDATES TO THE AGREEMENT

WORD MATCHING shall have the right and the authorization to change or update the terms and conditions contained in this document and in the Privacy Policy that is an integral part of this Agreement, at any time, in part or whole. The User may not claim, demand or declare that WORD MATCHING has not notified him/her of the changes and updates referred to, or that the changes and updates referred to may not apply to the User if the User has been notified directly by WORD MATCHING or has accessed the Platform in any way or has used/made use of the contents/services on the WORD MATCHING Platform directly. / indirectly after changes and updates.

4.ESTABLISHMENT OF THE AGREEMENT AND ITS ENFORCEMENT

4.1. By accessing the Platform, whether the User registers or not, and regardless of the duration of their activities, visits, membership, and more, this Agreement shall be established and come into force and both Parties shall be deemed to have agreed to be legally bound and, in the future, the User shall be deemed to have read, understood and confirmed this Agreement.

4.2. After the establishment of this Agreement as set out in 4.1., This Agreement shall remain in force and shall be legally binding on the Parties while the User accesses/uses the Platform, its contents/services, regardless of the time period of User Access to it.

4.3. The User may terminate this Agreement by closing his account and notifying WORD MATCHING in writing specifying the date provided that the User guarantees that he will not access the Platform from the date of such notification. If WORD MATCHING determines that the User is in partial or total violation of any provision of this Agreement and/or the Privacy Policy, WORD MATCHING will suspend the User’s account permanently/temporarily and/or terminate this Agreement immediately without notice and without incurring any liability for payment.

USE OF CONTENT / SERVICES AND OBLIGATIONS RELATED TO THE USER ACCOUNT

5.1. Age Restriction

To use/make available the WORD MATCHING Platform and its contents/services, users must not be under 18 years of age or the legal age in their country. Minors are strictly forbidden to use the Platform and its contents/services. If the User falsifies his age during registration, WORD MATCHING will have the right to cancel the account of the referred User. By accessing/using the Platform and its contents/services, the User must accept and ensure that it complies with these age restriction requirements.

5.2. Use of user accounts

5.2.1. The User must accept and guarantee to provide complete and accurate information and update the information referred to accordingly when the User logs on to the Platform and/or uses the contents/services of WORD MATCHING in any way.

5.2.2. Under no circumstances will the User have the right to allow third parties to use, permanently or temporarily, the information in their account or any other authorization on the Platform. Otherwise, WORD MATCHING may suspend the User’s respective account permanently or temporarily.

5.2.3. The User shall be solely responsible for the consequences of allowing third parties to use his account. Under no circumstances will third parties using the User’s account, whether permanently/temporarily and partially/fully, present any rights or claims against WORD MATCHING

5.2.4. The User must agree and guarantee that multiple user accounts will not be created for any reason. Otherwise, the User will be responsible for any adverse results related to such breach.

5.2.5. The User must agree and warrant that it will not share its account information with any third party, to protect and maintain the confidentiality of such information, and to notify WORD MATCHING immediately in the event of a security breach. WORD MATCHING is not responsible for any damage, loss, cost, or any other adverse result arising from such unauthorized use.

In addition to this Agreement, the User must agree to confirm the Privacy Policy as an integral part of this Agreement. In doing so, the User shall ensure compliance with this Agreement, the Privacy Policy, any other rules and regulations of WORD MATCHING, and applicable laws and regulations when using the content of WORD MATCHING / Services. In this regard, the User agrees to be solely responsible for his or her own actions, and in no event shall the User have any right of recourse against WORD MATCHING and the actions referred to above shall not give rise to any liability on the part of WORD MATCHING. Furthermore, in such a case, the User must agree and guarantee the exclusive indemnification of WORD MATCHING and any other third party against any damage, loss, cost, or expense.

5.2.7. The User agrees not to violate, reverse engineer, decompile, reverse engineer, disassemble, or otherwise exploit the Platform and its content/services. Besides, the User agrees not to provide help or assistance to others in connection with the above actions.

5.2.8. By using the services/content of WORD MATCHING, the User agrees and warrants not to transfer, communicate, publish, display, store, send, forward, maintain or provide access to any content construed as illegal, harassing, threatening, harmful, illegal, defamatory, abusive, rude or containing violence, WORD MATCHING is not responsible for any content/services that are jargon, pornographic, sexually offensive, interferes with other people’s privacy, racist or humiliating ethnic identities or similar inconveniences to WORD MATCHING, its affiliates, directors, employees, other Users, and any other third party and does not use WORD MATCHING’s content/services in an aforementioned manner. Otherwise, the User will be solely responsible for its related actions. WORD MATCHING reserves the right to remove such material from the Platform without prior notice.

5.2.9. In case the User violates the above-mentioned clauses, the User’s account will be suspended temporarily and/or permanently, and the User may be deprived of the services/contents of WORD MATCHING by WORD MATCHING and, if required by the official authorities, WORD MATCHING will disclose the contents generated by the User, which violates the above clause.

5.2.10 WORD MATCHING will only be responsible for the removal of the referred illegal contents from the related User account and the Platform, provided that the removal is technically possible and WORD MATCHING will not be responsible for the referred removal against the respective User.

5.2.11. Without the explicit written authorization of WORD MATCHING, the User shall not cause the Translators to provide translation services outside the Platform or cause WORD MATCHING’s Clients to send their materials outside the Platform, or to negotiate the translation rates for a translation order directly with other users and not to attempt to do so. Also, the User shall ensure that he will not communicate or attempt to communicate with Translators, except in the areas provided for in the Platform.

5.2.12. WORD MATCHING will not be responsible for any conditions and consequences arising from or related to the loss or unavailability of User accounts and/or any component/content in these User accounts as a result of technical reasons when providing content/services.

5.2.13. To protect the Users against advertising or inappropriate requests and to maintain the integrity of the use of the Platform, WORD MATCHING will have the right to partially or totally restrict the access to the services/content for Users of the Platform.

5.2.14. There may be links, content, including advertisements, from third parties on the WORD MATCHING Platform. Only the User will decide whether to access or use the contents of third parties through the Platform. The terms and conditions of use of such content will be determined by their owners. In this regard, WORD MATCHING has no power to determine these terms and conditions of use and any dispute or claim regarding the referred terms and conditions of use shall not be asserted against WORD MATCHING.

6.TRANSLATION SERVICES

6.1. Since WORD MATCHING will provide the intermediary between WORD MATCHING’s clients and the translator for the translation services through the Platform, the translator must be tested by WORD MATCHING, one or more times, to determine his/her skills/profession for the translation services. The evaluation of these tests and the assignment of Translators for Translation Orders are determined exclusively by WORD MATCHING and their decisions/determinations are final.

6.2. To obtain translation services through the platform, WORD MATCHING’s clients must approve the Translation Orders. In a Translation Order, WORD MATCHING’s Clients must determine and provide certain information, including Quality Level Options, as outlined in the WORD MATCHING Quality Standards. WORD MATCHING Clients may require the translation of their materials into one or more languages with a single Translation Order. WORD MATCHING Clients must provide all information/documents necessary for the translation. Since the quality of the translations depends on the Client Materials provided, WORD MATCHING Clients must agree and ensure that the information/documents provided by them are explicit, accurate, and complete.

6.3. The translation orders placed by WORD MATCHING’s Clients are registered in the WORD MATCHING system and WORD MATCHING assigns a translator according to his/her skills/profession and availability. WORD MATCHING’s Clients will have the right to cancel any of their Translation Orders by email or through their account on the Platform, without any responsibility for payment, if the respective order has not yet been contracted to a Translator. Otherwise, translation orders cannot be canceled and there will be no refund of your payment.

6.4. WORD MATCHING does not guarantee that a particular translator or any translator is responsible for the translation order. For each translation order, WORD MATCHING will indicate an estimated time to complete the translation, but this may not be an exact delivery time. WORD MATCHING will not guarantee that the translation service will be completed in that estimated time. When the translation service is completed, WORD MATCHING will notify the respective WORD MATCHING Client of the completion for review.

6.5. In addition to the notice from WORD MATCHING set forth above, the WORD MATCHING Client shall have 72 hours to review the content of the translation. The contents of the translation shall be deemed approved if the WORD MATCHING Client approves or does not respond in any way within that time period. If the WORD MATCHING Client believes that the Content of the translation does not meet WORD MATCHING’s Quality Standards, the WORD MATCHING Client will reject and object to the Content of the translation within that time period. WORD MATCHING will respond to such rejection within a reasonable time.

6.6. The User must agree and accept that WORD MATCHING is only an intermediary between the Translators and WORD MATCHING’s Clients; WORD MATCHING’s Clients and Translators will use the translation services at their own risk and will be responsible to each other for their own actions/transactions, including the content of the translation. WORD MATCHING does not provide any warranty concerning their actions/transactions.

6.7. For the reasons set out above, WORD MATCHING is not obliged to control and monitor the translated Content and does not provide any guarantees concerning the translation services through the Platform (including, but not limited to, the accuracy, quality, reliability, integrity, the legality of the translations, the language skills of the translators/professions for the translation and/or whether WORD MATCHING’s Clients provide accurate, explicit and complete information for the translation services and/or whether an order for translation is completed in the estimated time).

7.PAYMENTS

7.1. Some of the content/services provided on the platform may require payment and the rest may be free. WORD MATCHING shall have the exclusive right to determine which content/services require payment and how and for how long this determination shall continue.

7.2. About the translation services of the WORD MATCHING Platform, WORD MATCHING’s clients make payments on the date the translation order is placed. Payments are made through PayPal or by credit card. If a WORD MATCHING Client’s membership is defined as “Approved Corporate Membership”, the respective WORD MATCHING Clients will be entitled to make their payments monthly in exchange for the corresponding invoice. Payments, which will be made to Translators, will be made monthly in US dollars as outlined in the Translator Agreement.

7.3. WORD MATCHING shall have the right to suspend payment if the source of the payment is suspected to be fraudulent. In such a case, if payment has been made to the Translator, the Translator shall be obliged to return the payment in full to WORD MATCHING. Failure to do so shall be deemed a breach of this Agreement and WORD MATCHING shall be entitled to terminate this Agreement and/or suspend the respective User account permanently/entirely.

7.4. Any User whom WORD MATCHING terminates his membership due to violation of this Agreement will not receive any credit/payment or any financial interest.

7.5 Translations; The Translated Content and any economic rights in such Translated Content (including the right to reproduce, adapt, interpret, distribute and transmit, retransmit, communicate) shall be transferred to the respective Clients of WORD MATCHING without limitation. only if they comply with this Agreement and approve the Translated Content.

7.6The User agrees that all content, services, and/or other materials, documents provided on the WORD MATCHING Platform are protected by copyright law, trademark law, patent law, and related international treaties and any other similar laws and the Agreement. In this regard, the User shall ensure that he shall not act contrary to such rules and regulations and shall be solely responsible for any adverse results in the event of such breach.

7.7 With the translation services provided to WORD MATCHING’s Clients, any content and other material protected by copyright and any intellectual property provided by third parties to the Platform and any rights in such content and material belong to their respective owners (WORD MATCHING’s Clients) who provide the references to the Platform. The User agrees and warrants that it will not violate any of WORD MATCHING Clients’ rights.

7.8 By posting any information or content in any public area of the Platform, the User automatically grants and declares and warrants that he or she has the right to grant the Owner and other Users an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, distribute, display, communicate, reproduce, grant and authorize sublicenses, prepare derivative works or incorporate them into other works and use them in any other way.

8. INDEMNIFICATION AND REMEDY

YOU AGREE TO INDEMNIFY WORD MATCHING, ITS AFFILIATES, DIRECTORS, EMPLOYEES, FROM AND AGAINST ALL ACTIONS, LIABILITIES, CLAIMS, LITIGATION, DAMAGES, LOSSES, COSTS AND/OR EXPENSES (INCLUDING ATTORNEYS’ FEES), CAUSED DIRECTLY/ INDIRECTLY BY YOUR USE, MISUSE, INABILITY TO USE OR ABUSE THE PLATFORM AND ANY OF ITS CONTENT/SERVICE OR YOUR BREACH OF THIS AGREEMENT, PRIVACY POLICY OR ANY OTHER RULES AND PRINCIPLES, OR LAWS AND/OR OTHER LEGAL RULES AND REGULATIONS, WHETHER INTENTIONAL, NEGLIGENT OR OTHERWISE.

9.WARRANTY DISCLAIMER

9.1 THE WORD MATCHING PLATFORM AND ITS CONTENT/SERVICES ARE PROVIDED “AS IS”. YOU USE THE PLATFORM AT YOUR OWN RISK AND CONTROL. WORD MATCHING MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AGAINST DEFECTS, MISREPRESENTATIONS, THIRD-PARTY OWNERSHIP, INTELLECTUAL PROPERTY CLAIMS AND FOR THE CONTINUITY, ACCURACY, RELIABILITY, TRUSTWORTHINESS, OF THE PLATFORM AND ANY OF ITS CONTENT AND SERVICES OR ANY PERIOD OF TIME, EXCLUDING OPERATING TIME.

9.2 THE FOREGOING PROVISIONS OF THE NON-WARRANTY CLAUSE IN 9.1 SHALL NOT BE DEEMED TO MEAN THAT INTERPRETERS HAVE TAKEN OR WILL TAKE DELIBERATE ACTION FOR ANY TYPE OF PROBLEM OUTLINED IN 9.1 OR HAS MANAGED OR WILL MANAGE THESE TYPES OF ACTIONS AND OBJECTIVES.

10.LIMITATION OF RESPONSIBILITY

10.1. IN NO EVENT, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER REGULATION AND PRINCIPLES OF LEGAL LIABILITY, SHALL WORD MATCHING BE LIABLE TO USER OR ANY THIRD PARTY RELATED TO USER UNDER ANY CIRCUMSTANCES WHATSOEVER WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF SAVINGS OR INCIDENTAL, INDIRECT, DIRECT, SPECIAL, PERSONAL, PUNITIVE DAMAGES, MULTIPLE OR CONSEQUENTIAL LOSS ARISING FROM THE USER’S USE, ABUSE, INABILITY TO USE, MISUSE OF THE INTER-EMERGANT TRANSLATIONS PLATFORM AND/OR ITS CONTENT/SERVICES, OR GROSS NEGLIGENCE OF THIS AGREEMENT, EVEN IF THE INTER-EMERGANT TRANSLATIONS, ITS AFFILIATES, DIRECTORS, EMPLOYEES ARE INFORMED OR SHOULD BE INFORMED OF THE POSSIBILITY OF SUCH DAMAGES AND CONSEQUENCES AND/OR TO ASSERT ANY CLAIM.

10.2. UNDER NO CIRCUMSTANCES SHALL THE USER DEMAND ANY COMPENSATION FROM WORD MATCHING, IN CONNECTION WITH THIS AGREEMENT, DIRECTLY/INDIRECTLY, OTHER THAN THE ONE-TIME AMOUNT OF SUCH INDIVIDUAL TRANSACTION THAT IS SUBJECT TO SUCH CLAIM.

11.FORCE MAJEURE

WORD MATCHING will not be liable for any failure or delay in the performance of this Agreement (including, without limitation, failure of WORD MATCHING to perform its obligations under this Agreement) due to an event of force majeure, reasonably unpredictable events occurring outside of WORD MATCHING’s control (including Among others, actions of God, war, terrorist attack, rebellion, embargo, acts, decisions and regulations of civil or military authorities, fires, floods, accidents, strikes, pandemics, limitation of transport facilities or lack of fuel, energy, labor or materials).

RELATIONSHIP BETWEEN THE PARTIES

This Agreement shall not constitute or be construed to constitute the establishment of a joint venture, partnership, agency, employment, or other similar relationship between the Parties. This Agreement shall not affect any other prior agreements between the Parties, provided that such prior agreements do not contravene the provisions of this Agreement.

TITLES AND INTERPRETATION

The section titles contained in this Agreement are for reference purposes only. The section titles shall have no legal effect and shall not affect in any way the meaning or interpretation of this Agreement.

14.PARTIAL INVALIDITY

If any provision contained in this Agreement is held to be illegal or unenforceable for any reason, such provision shall be replaced by a provision that is valid to the maximum extent permissible to affect the intent of the Parties and the remainder of this Agreement shall remain in full force and effect. If, however, it is determined that the provision is illegal or unenforceable or cannot be reformulated, it is agreed that the provision in question shall be severable from the rest of the provisions of the Agreement and such determination shall not affect the validity and enforceability of the remaining provisions.

ASSIGNMENT AND TRANSFER

The user shall not assign, transfer, or collect any rights or judicial authorization directly or indirectly related to this Agreement to any third party without the prior written consent of WORD MATCHING.

WORD MATCHING may assign, transfer or collect all or any part of its rights, warranties, or obligations under this Agreement, at any time, to any third party, with notice to the User.

16. NO WAIVER

16.1. WORD MATCHING’s failure to perform any provision contained in this Agreement shall never be construed as a waiver or relinquishment of the Parties’ right to assert or rely upon the provision at issue or any other provision of this Agreement.

16.2. WORD MATCHING’s express waiver of any provision of this Agreement shall never constitute a waiver by WORD MATCHING of its obligation to act in reliance upon the provision in question in the future.

17.APPLICABLE LAW AND JURISDICTION

This Agreement shall be governed by and construed under the laws of the Republic of Panama. The Parties accept the exclusive jurisdiction of the Central Courts and the Enforcement Offices for any dispute arising from this Agreement.

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