Gengo is a website service created in order to mediate between translators (”Service Providers”) and translation buyers (”Service Buyers”) through the Internet. If you wish to be registered, engage in transactions with other Members and use the services, available at the website, please read the following conditions.
This is a legal agreement (”Agreement”) between you and Gengo, Inc. (“Gengo”), which will apply to you in respect of any and all services offered by or acquired (the “services”) from the Gengo Website (the “website”). This Agreement sets forth the terms and conditions governing the access and use of our website, including the provision of translation services resulting in text documents (”Translated Works”).
This Agreement may be changed at any time by Gengo. It is the sole responsibility of the user to check, from time to time, the current version of the Agreement. The user waives any claim regarding this issue.
Use of the services is strictly prohibited to minors or any person under the legal age in his or her country and prohibited to any person under the age of 18. If you misrepresent your age, your registration as a Member will be cancelled. By using the website you confirm and guarantee that you meet age restrictions requirements.
When you register on the website you are asked to create your own profile. Your profile includes, but is not limited to, personal information such as your user name, email address, and general information you wish to disclose about yourself.
Upon successful registration, you become a member of the website (a “Member”), and for as long as you remain a Member, you agree to comply with the applicable terms and conditions of this Agreement (the “Terms”). In case you only visit the website and you do not register as a Member (a “User”) you are still obligated under some of the conditions and terms of this Agreement. Website Members can be Service Buyers, Service Providers, or both.
Gengo or you may terminate this Agreement at any time and for any reason whatsoever, effective upon sending written notice to the other party by email. The corresponding decision by Gengo takes effect at the moment of sending such a notice to the email address provided by you during registration, or to any other email address provided by you to Gengo. If you send a notice of termination, the corresponding decision by Gengo takes effect within several days. Your membership shall concurrently terminate without an obligation to make a payment, rebate or refund on the part of Gengo. Gengo does however reserve the right to suspend or terminate your membership at any time, without notice, if you breach this Agreement or any other terms and conditions posted on the website from time to time.
Gengo assumes no responsibility whatsoever for your use of the website and/or services. It is for your sole, personal use and you may not distribute your user name and password allowing others to use the services through your membership.
Use of the services is strictly prohibited to minors or any person under the legal age in his or her country and prohibited to any person under the age of 18. If you misrepresent your age, your registration as a member will be cancelled. By using the Website, you confirm and guarantee that you meet age restrictions requirements.
Gengo uses your personal information to provide the services we offer. Nevertheless, your profile and user name are not displayed to translators. With the exception of inviting friends and certain notifications, a user email address is not shared or displayed. Members may communicate among themselves using Gengo translation project pages without disclosing their email addresses, PayPal user names, or any other method of communication including phone, ICQ, AIM, MSN Messenger, Google Talk, etc.
Moreover, Gengo uses industry standard efforts, such as firewalls, to safeguard the confidentiality of your personally identifiable information. However, despite the fact that your user name and profile are not displayed to translators and industry standard security tools are employed, all security measures are subject to possible circumvention. We cannot and do not provide any guarantees regarding the effectiveness of the security we employ or our ability to prevent third parties, acting unlawfully, from obtaining information that you provide to us. Gengo cannot and does not guarantee that any personally identifiable information provided to it will not become public under any circumstances. You should appreciate that all information submitted on the website might potentially be publicly accessible. Gengo cannot ensure that your identity, email address, telephone number, work or home address and other personal identifying or contact information will not be discovered by other Members or Users of the website. Important and private information should be protected by you. Gengo encourages all Members and Users to maintain a pseudonymous identity when using the services provided by Gengo or any other public aspects of the website.
To facilitate searching and finding Service Buyers on the service, Gengo allows Service Providers to view previews of content submitted by you for translation (“Original Works”) and to use public project boards before accepting a translation job. Please remember that the Original Works and any information that is disclosed in the course of using the service provided by Gengo and/or participating in any of the public pages available via the website becomes public information; accordingly, you should exercise caution when deciding to disclose any personal information when placing an order.
Gengo may use personal information and Original Works for auditing, research, and analysis to operate and improve the services Gengo offers. Gengo will not share your information with third parties, with the exception of the following:
a. Gengo may provide information to Service Providers to help bring you the services Gengo offers. Gengo’s Service Providers may have access to your personal information for use in connection with business activities.
b. Gengo may be required to disclose customer information pursuant to lawful requests, such as subpoenas or court orders, or in compliance with applicable laws. Additionally, Gengo may share account or other information when it believes it is necessary to comply with law or to protect Gengo’s interests or property. This may include sharing information with other companies, lawyers, agents or government agencies.
c. If the ownership of all or substantially all of the Gengo business or assets were to change, your user information would likely be transferred to the new owner(s).
d. Gengo may share with, disclose, or sell to third parties aggregated or decompiled information which does not reference individually identifiable users.
If you do not want to receive promotional emails from Gengo, please submit a request by emailing Gengo at email@example.com. Gengo will make reasonable efforts to implement any choice you make as soon as possible; provided, however, Gengo reserves the right to send you certain communications relating to its services, such as service announcements and administrative messages without offering you the opportunity to opt out of receiving them.
This website may contain links to other web sites. Gengo is not responsible for the terms and conditions including the privacy practices of other web sites. Gengo encourages its Members to be aware when they leave its website and to read the statements of each and every web site that collects personally identifiable information.
Gengo Members may modify or remove any of their personal information at any time by logging into their account. For technical reasons, any modifications or deletions which you request may take a period of time to take effect. If you change or delete any of your personal information, Gengo will remove the old or deleted information from public view; however, as noted in Section 6 above, Gengo may keep such information archived indefinitely.
Gengo offers a range of tools, content, products, services, and other resources on its website of particular interest to Service Providers and Service Buyers.
Unless alternative billing terms have been previously arranged, Service Buyers first buy credits using their Paypal account or accepted credit card, then use these credits to purchase services through the website. Service Buyers may cancel a translation job only if the job has not yet been selected by a Service Provider.
Service Providers are required to complete one or more tests to qualify to provide services to Service Buyers. Tests are judged by Gengo in its sole discretion, and its decisions are final. Upon failure of a test, a Service Provider may re-take the test after a 3-day period. Upon three failures, a Service Provider will not be able to re-take the test.
Service Buyers may enter and receive a quote for text translation into a number of languages. Orders for translation are received into a database system where Service Providers view and select translation jobs. Upon completion of a job, Service Buyers may view a preview of the Translated Work, after which they may reject or accept it. If a Service Buyer does not accept or reject a Translated Work within 72 hours of being notified of its completion, it will be automatically accepted.
Gengo will transfer accrued earnings to a Service Provider if the Service Provider requests such transfer by the payout cutoff date AND the Service Provider has accrued $25 or more of earnings in their Gengo account. The transfer will then be executed upon the next payout date via PayPal or Skrill Moneybookers only. All payments will be made in US funds. Gengo reserves the right to suspend a payment if the source of the funds used for the service is suspected to be fraudulent. Any funds received from an account having made a fraudulent deposit (e.g. stolen credit card) will be reversed immediately. If in a fraudulent payment situation a payment has already been processed, the Service Provider will be expected to return the funds to Gengo’s account or face account termination.
Any Member of the website that Gengo removes from the service due to violation of this Agreement or the Terms and Conditions will not receive further credit/rewards or payment from Gengo.
Any dates provided for delivery of the Translated Works or for performing the services, are approximate only. Unless otherwise expressly agreed by Gengo, time is not of the essence for delivery or performance, and no delay shall entitle you to reject any delivery or performance or to repudiate the Contract. Gengo will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform.
Posting or delivery to a carrier (including post, facsimile, e-mail) for the purpose of transmission to you shall, for the purposes of this Agreement, constitute delivery to you. Risk in the Translated Works shall pass to you on delivery.
Gengo may deliver by installments in such quantities as it may reasonably decide; such installments shall be separate obligations and no breach in respect of one or more of them shall entitle Service Buyers to cancel any other installments or repudiate this Agreement as a whole.
The services shall be carried out using reasonable skill and care in accordance with the standards of the industry. Gengo shall use all reasonable skill and care in selecting translators, interpreters and other personnel used to produce the Translated Works and perform the services.
No terms, conditions or warranties, whether express or implied, about the quality or fitness for a particular purpose of the services or the Translated Works shall be incorporated unless expressly stated in this Agreement. Gengo does not warrant that the Translated Works will meet your specific requirements and, unless otherwise agreed, it does not warrant that the transmission of any Translated Works sent to you will be uninterrupted or error free. Furthermore, Gengo does not warrant or make any representation regarding the use of the Translated Works in terms of their accuracy, correctness, reliability or otherwise.
Gengo shall incur no liability to you for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of Gengo, whether orally or in writing, and you shall not be entitled to rescind the Agreement on the grounds of any such misrepresentation.
You acknowledge that any Original Works submitted by you and any Translated Works submitted by Gengo to you over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that Gengo has no liability for the loss, corruption or interception of any Original Works or Translated Works.
Gengo’s liability to you in respect of the provision of the services and/or the Translated Works shall be limited as follows:
Gengo shall not be liable for loss of profits, business, contracts, revenue, damage to your reputation or goodwill, anticipated savings, and or any other indirect or consequential loss or damage whatsoever.
Gengo’s entire liability to you under any Contract, including but not limited to in respect of the Services and the Translated Works, shall not exceed the price payable to Gengo by you under the agreement to which any claim relates.
You must notify Gengo within 72 hours of delivery of the Translated Works of any claim arising out of the provision of the services and/or the Translated Works, together with full details of such claim. In any event, Gengo shall not be liable to you if you fail to notify Gengo of any claim within such 72-hour period following delivery of the Translated Works.
If you notify Gengo within 72 hours of delivery of the Translated Works of any alleged inaccuracies in the Translated Works, Gengo’s liability will be limited to rectifying any such alleged inaccuracies, such inaccuracies to be determined by Gengo in its sole discretion. At no time will such allegations delay payment by you or result in a refund to you by Gengo.
You represent and warrant that you have all right, title, and interest in the Original Works and the Original Works will not infringe upon any third party’s rights. You hereby agree that you will indemnify and hold harmless Gengo and its affiliates and its current and past directors, officers and employees from and against all claims brought by third parties related to any copyright infringement.
All intellectual property rights (including, but not limited to copyright) in the Original Works shall vest in you (or your licensors); all intellectual property rights in the Translated Works will be assigned to you upon receipt of full payment by Gengo. For the avoidance of doubt, you hereby grant to Gengo and its subcontractors a perpetual, worldwide, royalty-free license to store and use the Original Works and the Translated Works.
Any disputes regarding arrangements between Service Providers and Service Buyers will be resolved by Gengo in its sole discretion. You hereby release Gengo from any and all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, related to such a dispute.
Access and Proprietary Rights
As long as you comply with this Agreement, you are authorized to access and use this website. The pages and content on this website are protected by copyright and may not be copied, distributed, modified, published, or transmitted in any manner, including but not limited to any use for creative work or to sell or promote other products. Violation of this restriction may result in infringement of intellectual property and contractual rights of Gengo and could result in substantial civil and criminal penalties. Gengo, myGengo, “freely communicate”, and other identifying marks of Gengo are proprietary to Gengo. You may not use these marks for any purpose without the express prior written consent of Gengo. Except as expressly set forth above, this Agreement does not grant you any express, implied or other license or right under any patent, trademark or copyright of Gengo.
As a Member or User, you will:
a. use the website and the services only in a manner that is accepted and legal according to all applicable laws and regulations.
b. adhere to Gengo’s acceptable use policies and all other terms and conditions relating to your usage of the services in respect of the website, and will not transmit junk messages, advertisements or any type of solicitation whatsoever of any products or services to any other Members of the service.
c. be strictly prohibited from, directly or indirectly, soliciting any Service Provider to perform a translation or any Service Buyer to provide Original Works for translation outside of the website without the prior, written permission of Gengo. Moreover, Members and Users are prohibited from negotiating fees directly with other Members.
d. not in any way copy, modify, publish, transmit, display, sell, distribute or reproduce copyrighted material, trademarks, or other protected proprietary information without the express written consent of Gengo.
e. agree that by posting information or content to any public area of the website, you automatically grant, and you represent and warrant that you have the right to grant Gengo and other Members an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to use, copy, perform, display and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing.
f. agree that use of the service is strictly at your own risk and you are solely responsible for your contact, whether it be written, verbal or in person, with any other Member or User of the service. Gengo and its officers, directors, employees, agents, affiliates and third parties assume no responsibility whatsoever for harm that may come to you as a result of your contact (of any form) with any other Member or User of the service, including but not limited to emotional, verbal and physical abuse or assault.
g. not communicate, publish, or display to any other Member or User any form of defamatory, slanderous, offensive, inaccurate, abusive, profane, obscene, sexually offensive, threatening, harassing, racial, or illegal material, including but not limited to nude photos of yourself or others, pornographic photos, or images and any other type of unlawful or unacceptable material, as determined by Gengo in its sole discretion. Gengo reserves the right to remove any such material from the service without notice.
h. not engage in, and Gengo is not be responsible for, any form of harassment, offensive or abusive behavior of any kind whatsoever that may be harmful to any other Member or User of the service, including but not limited to physical and emotional damage.
i. not use the website, services, or your profile for any purpose other than translation services.
j. not conduct any illegal and/or unauthorized uses of the website, including but not limited to collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email, forwarding commercial or other offers to other Members by the website or by email or other means external to the website, and unauthorized framing of or linking to the website will be investigated, and appropriate legal action will be taken, including without limitation, civil, criminal, and injunctive redress.
k. agree that in order to protect the Members and Users from improper advertising or solicitation, and to maintain usage integrity on the website, Gengo reserves the right to restrict access by all Members to all or certain elements of the services or website on a per-action basis, such levels to be determined in Gengo’s sole discretion from time to time.
l. agree that Gengo reserves the right to change any of the terms, rights, obligations, privileges or institute new charges for access to or continued use of services at any time, with or without providing notice of such change. All changes will be posted online or may be emailed to you at Gengo’s discretion. You are responsible for reviewing the information and terms of usage as may be posted regularly to obtain timely notice of such changes. Continued use of the services or non-termination of your membership after changes are posted or emailed constitutes your acceptance or deemed acceptance of the terms as modified, regardless of whether the notice or email was successfully received, read, or lost during transmission.
m. defend, indemnify, and hold harmless Gengo, its officers, directors, employees, agents, affiliates and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees on a solicitor and his own client basis) relating to or arising out of your use of the website or services, including any breach by you of this Agreement or other terms and conditions posted on the website from time to time.
n. You will not create multiple user accounts to avoid fees, suspension or bad ratings on Gengo.
As a Service Provider:
You will not redistribute any of the content (information) on Gengo, including but not limited to Original Works, Translated Works, private messages, or documents.
Neither Gengo nor its affiliates guarantee the accuracy, completeness, or usefulness of any information on the website, and neither adopts, endorses, nor is responsible for the accuracy or reliability of any opinion, advice, or statement made.
Gengo reserves the right but has no obligation, whether on the basis of complaints or on its own initiative, to monitor any messaging or other activity and the materials posted in the public areas of the service, and to review usage, activity or the content of any messages, materials or other interchanges which are otherwise posted, sent or transmitted via the website.
Gengo shall have the right in its sole discretion to remove any material or profiles, regardless of whether Gengo determines that such materials or profiles violate, or are alleged to violate, the law or this agreement.
Notwithstanding the foregoing, Gengo does not undertake to monitor, control or edit any communications between its Members, and such communications may be offensive to you. You assume full responsibility and you assume all risk for the use of the services, and you are solely responsible for evaluating the accuracy, completeness, and usefulness of all services, products, communications, and other information.
In no event Gengo or its affiliates will be liable for any incidental, consequential, or indirect damages (including, but not limited to, any deaths, threats, torts or injuries committed by any other users, damages for loss of data, loss of programs, cost of service interruptions or procurement of substitute services) directly or indirectly arising out of the use or inability to use the services, even if Gengo, its agents or representatives know or have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, Gengo’s liability to you by Gengo, its affiliates, for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you for the services herein.
The services are provided on an “as is” basis without any warranties or conditions of any kind, express, implied, statutory, in all communication with Gengo, its affiliates or its representatives, or otherwise with respect to the services.
Gengo and/or its affiliates specifically disclaim any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Neither Gengo nor its affiliates warrant that your use of the services will be secure, uninterrupted, always available, error-free, will meet your requirements, or that any defects in the website will be corrected.
Gengo and its affiliates disclaim all liability, regardless of the form of action, for the acts or omissions of other Members or Users (including unauthorized users, or “hackers”) of the website or services.
You expressly agree that any claim or dispute arising from your use of our website and/or our services will be governed by the laws of the State of New York, USA without regard to the conflict of law provisions thereof. You further agree that any such claims or disputes shall be resolved in the state or federal courts located in New York County, New York, and you agree to be subject to the personal jurisdiction in, and the exclusive venue of, such courts and waive any objection to such jurisdiction and venue for the purpose of litigating any such claim or dispute.
This version of the agreement was created on August 22, 2012.
This Agreement contains the entire agreement regarding the use of the website and its services.
This Agreement may only be amended with the express consent of Gengo. Unless otherwise explicitly stated, the Terms will survive termination of your membership to the services. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.
Your profile information, as well as your photo, may be displayed to other users of the website. If you post personally identifiable information in areas of the site accessible to other Members or Users, you should be aware that such information can be read, collected, or used by them, and could be used improperly (including for example to send you unsolicited messages). Gengo is not responsible for personally identifiable information you choose to submit to the website or for any damage that can be done as a consequence.
This agreement is made between you and myGengo, Inc., a Delaware corporation (“Gengo”). You must agree to the following terms before you may work as a Gengo Translator. [*1]
By agreeing to this Translator Agreement, you are also bound by, and accept the terms of the Gengo Translator NDA. Our NDA requires, among other things, that you do not reproduce or otherwise distribute customer content. You agree to treat all customer translation texts in confidence; any use of customer information, or mention or discussion of customer content outside of direct communication with the customer within the Gengo comment system or with a Gengo staff member, is strictly prohibited.
For example, you may not communicate the content or customer of any jobs you work on with other translators, customers, family members, friends, and colleagues (i.e. Twitter, Facebook, your blog, etc.).
In addition, for jobs that require you to download content, you must agree to delete all original content within 30 days. The original source file is the property of the customer; by possessing it past 30 days you would be violating this Agreement. You may keep your translation, but may not use it publicly - as a translation sample or otherwise.
For each job you work on, you must consistently meet the standard of translation you displayed in testing. We routinely conduct quality assessments based primarily on feedback ratings you receive from customers. If your translation fails our Quality Standard, you may receive one of the following:
a) Yellow Card - which results in a formal warning. Receiving two Yellow Cards is equivalent to receiving a Red Card.
b) Red Card - which results in the removal of one or more levels of qualification.
To restore a revoked qualification you must retake and pass that qualification's test again. In exceptional circumstances, Gengo reserves the right to remove any and all qualifications without warning.
Flag jobs that have problems
If you notice problems with any job, especially available ones, please be proactive and help the community. Flag the job using the "Flag problems with this job" form in a job's comments section, and if necessary, post a support ticket. Possible "problems" in a job include:
Do not add translation to comments
You may not post your translation in the comments section of a job. Otherwise, a customer could take the translation from the comments section and reject your job, meaning you would not get paid for the work you have done. If you experience issues when submitting your translation, please report it to us immediately, and we will resolve the problem promptly.
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 - and ask us if you need any help. If we find that you regularly ignore customer comments, you will receive a warning.
Locking off jobs
Only start a job if you are going to work on it straight away. Customers want translations delivered quickly, and when you start a job no other translator can see or work on it. By starting and not working on a translation job, you will be holding up the system. Make every effort to cancel a translation immediately if you do not intend to finish it.
Review customer/worker disputes
Gengo will review customer/worker disputes in as fair a manner as possible. In particular, all rejected translations will be examined by Gengo support staff, taking into account:
Promptly respond to support tickets
We will respond to urgent job/bug related tickets as soon as possible, usually within a few hours. These urgent messages will be prioritized over general inquiries about Gengo services. While bugs and system problems may occasionally occur, we will do our best to fix problems in a timely manner.
Remind customers of their responsibilities and restrictions
Gengo will make every effort to warn customers who repeatedly waste translator time, reject translations unnecessarily or make unreasonable requests. Customers who repeatedly abuse the system will be warned and removed.
Before taking on a translation job, you will be informed of the compensation rate on the Job Details Page.
You agree that any reward balance you accrue by working on translation jobs will be made via PayPal 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 account to receive funds from Gengo. We pay Translators on the 10th and 25th of each month (“Payment Dates”) as long as we receive a payment request at least six (6) days prior to a Payment Date.
Payments will be made from myGengo, Inc. our U.S. parent corporation. Currently, under U.S. federal tax law, Gengo is required to request certain taxpayer information from translators who receive funds from Gengo (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 Gengo’s requirements under U.S. law and will not be used for any other purpose.
You agree that all right, title, and interest in any copyrightable material, including but not limited to all written text we receive from you (e.g., localization for Gengo.com, translations for email notifications and web orders), solely or in collaboration with others, and arising out of, or in connection with, performing the services for Gengo are the sole property of Gengo.
You will perform the services of Translator 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 Translator 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 Gengo 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 Gengo’s employee, you will become a reclassified employee and will receive no benefits from Gengo, except those mandated by state or federal law, even if by the terms of the Gengo’s benefit plans or programs in effect at the time of such reclassification, you would otherwise be eligible for such benefits.
You agree to indemnify and hold harmless Gengo and its affiliates and their directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with (i) your negligent, reckless or intentionally wrongful acts, (ii) a determination by a court or agency that you are not an independent contractor, (iii) your breach of any of the covenants contained in this Agreement and corresponding Gengo Translator NDA, (iv) your failure to perform the duties of Translator in accordance with all applicable laws, rules and regulations, or (v) any violation or claimed violation of a third party’s rights resulting in whole or in part from the Gengo’s use of any of your deliverables under this Agreement.
Your relationship with Gengo begins on the date on which you accept and agree to this Agreement, and continues until your resignation or termination by Gengo. Please note that you will be given a formal warning (by email) from Gengo if you commit any of the following offenses. If you commit any of these offenses a second time, your account will be suspended, your remaining balance paid out (if requested), and your relationship with Gengo immediately terminated:
Notwithstanding the foregoing, Gengo may terminate the relationship with you at any time, and for any reason.
This Agreement shall be governed by the laws of the State of New York, without regard to the conflicts of law provisions of any jurisdiction. To the extent that any lawsuit is permitted under this Agreement, the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in New York.
[*1] This Translator Agreement is updated periodically, and unless you tell Gengo otherwise, your acceptance of this Agreement means you agree to be bound by any changes to or future versions of this Agreement. You can find the most recent version of this Translator Agreement at http://mygengo.com/legal/.
This Nondisclosure Agreement (this "Agreement"), effective upon the date of electronic acceptance ("Effective Date"), is entered into by and between myGengo, Inc., a Delaware corporation having offices at 444 Castro Street, #1200, Mountain View, CA 94114 ("Company") and the Translator ("Recipient") (each herein referred to individually as a "Party", or collectively as the "Parties"). In consideration of the covenants and conditions contained herein, the Parties hereby agree to the following:
The Company wishes to retain the Recipient as an independent contractor for translation services (the "Opportunity"), and in connection with the Opportunity, Company has disclosed, and may further disclose to Recipient certain confidential technical and business information that Company desires Recipient to treat as confidential.
A. Definition. "Confidential Information" means any information disclosed by Company or its subsidiary Gengo K.K. to Recipient either directly or indirectly in writing, orally or by inspection of tangible objects (including, without limitation, research, product plans, products, services, equipment, customers, markets, software, inventions, processes, designs, drawings, hardware configuration information, marketing and finance documents, prototypes, samples, data sets, and Company’s plant and equipment), whether or not designated as "confidential" at the time of disclosure. Confidential Information may also include information of a third party that is in Company’s possession and is disclosed to Recipient under this Agreement.
B. Exceptions. Confidential Information shall not, however, include any information that Recipient can establish (i) was publicly known or made generally available without a duty of confidentiality prior to the time of disclosure to Recipient by Company; (ii) becomes publicly known or made generally available without a duty of confidentiality after disclosure to Recipient by Company through no action or inaction of Recipient; or (iii) is in the rightful possession of Recipient without confidentiality obligations at the time of disclosure by Company to Recipient as shown by Recipient’s then-contemporaneous written files and records kept in the ordinary course of business.
C. Compelled Disclosure. If Recipient becomes legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, Recipient will provide Company prompt written notice of such disclosure and will assist Company in seeking a protective order or another appropriate remedy. If Company waives Recipient’s compliance with this Agreement or fails to obtain a protective order or other appropriate remedy, Recipient will furnish only that portion of the Confidential Information that is legally required to be disclosed, provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
Recipient shall not use any Confidential Information for any purpose except to evaluate and engage in the performance of services related to the Opportunity. Recipient shall not disclose any Confidential Information or permit any Confidential Information to be disclosed, either directly or indirectly, to any third party without Company's prior written consent. Recipient shall not disclose Confidential Information or permit the disclosure of Confidential Information to its employees, except that, subject to Section 3 below, Recipient may disclose Confidential Information to those employees or professionals and consultants such as lawyers, accountants retained by Recipient who are required to have the information in order for Recipient to evaluate or engage in the performance of services related to the Opportunity, provided that such employee has signed a nonuse and nondisclosure agreement in content at least as protective as the provisions hereof, prior to any disclosure of Confidential Information to such employee. Recipient shall not reverse engineer, disassemble, or decompile any prototypes, software, samples, or other tangible objects that embody the Confidential Information. Recipient shall not file any patent application(s) containing or based on, in whole or in part, any of Company’s Confidential Information.
Recipient shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the foregoing, Recipient shall take at least those measures it employs to protect its own most highly confidential information. Recipient shall not make any copies of the Confidential Information unless the same are previously approved in writing by Company. Recipient shall reproduce Company’s proprietary rights notices on any such authorized copies, in the same manner in which such notices were set forth in or on the original. Recipient shall immediately notify Company of any unauthorized use or disclosure, or suspected unauthorized use or disclosure, of Confidential Information.
Nothing in this Agreement shall obligate either Party to proceed with any transaction between them, and each Party reserves the right, in its sole discretion, to terminate the discussions or the engagement of services contemplated by this Agreement concerning the Opportunity. Nothing in this Agreement shall be construed to restrict Company’s use or disclosure of its own Confidential Information.
ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS". COMPANY MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR PERFORMANCE OF ANY CONFIDENTIAL INFORMATION, OR WITH RESPECT TO NON-INFRINGEMENT OR OTHER VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY OR OF RECIPIENT.
All documents and other tangible objects containing or representing Confidential Information and all copies or extracts thereof or notes derived therefrom that are in the possession or control of Recipient shall be and remain the property of Company and shall be promptly returned to Company or destroyed (with proof of such destruction), each upon Company’s request.
Nothing in this Agreement is intended to grant any rights to Recipient under any intellectual property right of Company, nor shall this Agreement grant Recipient any rights in or to the Confidential Information except as expressly set forth in this Agreement.
The obligations of Recipient under this Agreement shall survive until the earlier of: i) two years following the date that Recipient discontinues the performance of services related to the Opportunity; or ii) until such time as all Confidential Information disclosed hereunder qualifies as any of the exceptions to Confidential Information set forth in Section 2.B through no action or inaction of Recipient.
Recipient agrees that any violation or threatened violation of this Agreement will cause irreparable injury to Company, entitling Company to obtain injunctive relief in addition to all legal remedies without showing or proving any actual damage and without any bond required to be posted.
Company does not wish to receive any confidential information from Recipient, and Company assumes no obligation, either expressed or implied, with respect to any information disclosed by Recipient to Company. Any ideas, suggestions, guidance or other information disclosed by Recipient related to the Confidential Information and any intellectual property rights relating to the foregoing shall be collectively deemed "Feedback". Recipient agrees to grant and hereby grants to Company a nonexclusive, perpetual, irrevocable, royalty free, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise exploit such Feedback without restriction.
This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns; except that Recipient may not assign or otherwise transfer this Agreement, by operation of law or otherwise, without written consent of Company. Any assignment or transfer of this Agreement in violation of the foregoing shall be null and void. This Agreement will be interpreted and construed in accordance with the laws of the State of New York, without regard to conflict of law principles. Recipient hereby represents and warrants that the persons executing this Agreement on its behalf have express authority to do so, and, in so doing, to bind the Party thereto. This Agreement contains the entire agreement between the Parties with respect to the Opportunity and supersedes all prior written and oral agreements between the Parties regarding the Opportunity. If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect. No provision of this Agreement may be waived except by a writing executed by the Party against whom the waiver is to be effective. A Party’s failure to enforce any provision of this Agreement shall neither be construed as a waiver of the provision nor prevent the Party from enforcing any other provision of this Agreement. No provision of this Agreement may be amended or otherwise modified except by a writing signed by the Parties to this Agreement. The Parties may execute this Agreement in counterparts, each of which is deemed an original, but all of which together constitute one and the same agreement. This Agreement may be delivered by facsimile transmission, and facsimile copies of executed signature pages shall be binding as originals.
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