Gengo Terms of Service
Last modified on March 16, 2017.
The Gengo services and technology are provided by Gengo, Inc. (“Gengo” or “we”), located at 307 2nd Avenue, San Mateo, CA 94401, United States.
By using our Service, you are agree to these terms. Please read them carefully.
“You” means you as an individual, or if applicable, the company or other legal entity you represent.
“Users” means visitors to this website or the Service who are not registered users.
“Customers” means visitors who are also registered users of the Service that seek to use the Services.
“Translators” means third parties who engage with Gengo and Customer to provide content translation services as contractors of Gengo (not employees).
“Service” means all the gengo.com websites, services, apps, related technology, and the translation services provided to Customers and Translators.
“Orders” means any order for Services created by a Customer, and accepted by Gengo via acknowledge in the Platform or otherwise in writing.
“Client Materials” means the source content for translation by the Service, and any guidelines, glossary and other materials provided by Customer.
“Translated Works” means the content translated from the Client Materials.
“Gengo Quality Policy” is located at http://gengo.com/quality-policy/
“Quality Levels” are defined and described in the Gengo Quality Policy.
“Platform” means Gengo’s online portal and platform where you can access your Gengo Account, initiate Orders and access the Service.
“TOS” means these Gengo Terms of Service and any policies, guidelines, or other documents referenced herein.
“Gengo Affiliates” means any company or entity worldwide including, without limitation, corporations, partnerships, joint ventures, and limited liability companies in which Gengo directly or indirectly holds at least a 50% ownership, equity, or financial interest, including but not limited to its subsidiary Gengo K.K.
2. USING OUR SERVICES
If You are entering into this TOS on behalf of a company or other legal entity, You represent that You have the legal authority to bind the legal entity to this TOS, in which case “You” or “Your” means that entity. If You do not have this authority, or if You do not agree with the terms and conditions of this TOS, and You may not use the Service or any Service related materials. You represent that you are 18 years of age, or of the age of majority in your place of residence or jurisdiction.
You agree to:
- Be responsible for the activity that happens in connection with your Gengo account
- Keep your password confidential
- Comply with any policies made available to you by Gengo
- Not abuse or conduct illegal activity using our Service
- Not contact or attempt to contact Translators outside of the Platform that Gengo provides for communication
- Not defame or harass Gengo, or its employees, contractors, Customers, or Translators
- Not create multiple Gengo accounts for any reason
Gengo may suspend or terminate your access to the Service or an Order if you do not comply with this TOS or if we suspect misconduct, fraudulent activities or payment, or a violation of this TOS, with or without notice.
Gengo may modify or suspend the Platform or Service, at any time for any reason.
If You are a Translator, or applying to become a Translator, this TOS also applies to You. Approved Translators are also subject to the Gengo Translator Agreement.
3. ORDERS, APPROVAL, RETURN POLICY
Payment. Before initiating an Order, Customer must buy sufficient Gengo credits for the Services you desire to purchase. Gengo credits are non-refundable and can be purchased here.
Gengo will apply gross-up calculation to the payment. This means that the payment to Gengo must be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of 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 Gengo any additional amounts as are necessary to ensure receipt by Gengo of the full amount it would have received but for the deduction.
Order. Customer can initiate an Order by providing all the required information via the Platform, including the Quality Level for your translation as described in the Gengo Quality Policy.
Client Materials. Customer is responsible for providing the Client Materials to be translated, materials describing the context of the translation, and all other necessary materials (glossary guide, etc.) when placing the Order. Gengo 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 Customer’s source materials and instructions provided.
Cancellations. Customer can cancel any Order if the project has not yet been engaged by a Translator. It is not uncommon for an Order to be engaged by a Translator immediately after the Order is placed. To attempt to cancel an Order, Customer can click the “cancel button” on the Job Details page while awaiting a Translator, or contact Gengo customer support directly at firstname.lastname@example.org to inquire if the Order can be cancelled. If the Order has been picked up by a Translator, the Order cannot be cancelled and there will be no refund of credits.
Delivery of Translated Works. Gengo cannot guarantee that a particular Translator or that any Translator will choose to engage on your Order. If the Order is completed by a Translator, Gengo will return the Translated Works to Customers according to the quality level specified in the Order.
Gengo gives an estimated time for Service completion, but cannot guarantee an exact delivery time. We will email you when the Translated Works are ready for your review. 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.
Approval or Rejection. Upon Gengo’s notification of delivery of the Translated Works, Customer will have strictly 120 hours to review the Translated Works. Customer may approve the Translated Works via the Platform. If Customer does not take action via the Platform within the 120 hour review period, the Translated Works will be deemed “Approved” and the Translator will be paid for the Translated Works. Once “Approved”, no alterations, revisions, or refunds of the Translated Works will be provided.
Due to the nature of language translation, errors in translations will inevitably occur. Customers may reject the Translated Works within the 120 hour review period if it reasonably determines that it does not meet the Quality Level that was ordered. We will perform a quality audit and typically get back to you within one business day of the rejection. If Gengo determines that the Translated Works that you have rejected did not meet the quality level specified in the Order, then Gengo will honor the rejection and provide a retranslation or allow the Order to be cancelled.
Gengo’s liability will be limited to correcting the errors or providing refund.
Disclaimer. You agree to review any Translated Works before making such content public, and you expressly agree that Gengo will not have any liability or indemnity obligations to you based on the Translated Works if you fail to do so.
4. TRANSLATORS; CONTRACTORS.
Gengo may use and retain third party contractors (such as Translators) to provide the Service to you. As such, you agree that Gengo may sublicense its rights under this TOS to third parties to act on Gengo’s behalf, provided that such third parties are contractually bound by terms no less protective of Customer than this TOS. Gengo is solely responsible for paying and resolving all disputes with third party contractors and Translators.
5. CLIENT MATERIALS DISCLOSURE
We disclose the Client Materials to potential Translators and contractors, for the sole purpose of allowing him/her to preview the content in order to decide whether to engage the Order. You are solely responsible for editing or removing any confidential or personally identifiable information the Client Materials if you do not wish to disclose that information.
6. INTELLECTUAL PROPERTY
All intellectual property rights in the Translated Works will be assigned to Customer upon Customer’s Approval of the Translated Works and Your compliance with this TOS.
The trademarks, names, logos and service marks (collectively “Trademarks”) such as “Gengo”, “myGengo”, and “Communicate Freely”, are trademarks of Gengo. Nothing contained in this TOS shall be construed as granting any license or right to use any Trademark without Gengo’s prior written permission. The content on the Service is protected by intellectual property laws and may not be copied, distributed, modified, published, or transmitted in any manner.
Third party content and trademarks displayed on the Service are owned by their respective owners and may not be reproduced in whole, or in part, without the express written permission of the owner.
If you opt in to allow Gengo to use your Translated Works as “public examples,” you grant Gengo a worldwide, perpetual, royalty-free, irrevocable, license to publish and display your Client Materials and related Translated Works in connection with operating, promoting, and improving our Services. This license continues even if you stop using our Services.
If you submit feedback or suggestions about our Services, we may use your feedback or suggestions without obligation to you.
In order to provide you and our other customers the best possible translation and language services, we (and those we work with) may use your Translated Works, as aggregated with other customer works, to generally improve the Services (for example, fine tune our turn around 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 Translated Works publicly available.
7. ABOUT APIS AND SOFTWARE IN OUR SERVICE
The Service may include APIs or software (“Gengo Materials”) to facilitate your use of the Service and is deemed a part of the Service. If you choose to use such Gengo Materials, Gengo grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Gengo Materials for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Gengo, in the manner permitted by these terms. You may not copy, modify, distribute, sell, or lease any part of our Service or Gengo Materials, nor may you reverse engineer or attempt to extract the source code of the Service or Gengo Materials. Gengo does not guarantee the availability or performance of the Gengo Materials. Your access or use may be limited or suspended at any time.
8. WARRANTIES AND DISCLAIMERS
Customer represents and warrants that it has all necessary right, title, and interest in the Client Materials, and that the Client Materials will not and do not infringe or violate any third party’s rights, do not violate any law, and do not contain any offensive or unacceptable content.
The Service and Translated Works are provided “AS IS”. OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, NEITHER GENGO NOR ITS TRANSLATORS, CONTRACTORS, OR SUPPLIERS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES “AS IS”.
SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.
Customer will indemnify and hold harmless Gengo, its affiliates, current and past directors, officers, and employees from and against any and all claims, taxes, losses, damages, liabilities, judgments, settlements, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (1) Customer’s breach of any of its representations, warranties or obligations under this TOS; (2) Customer’s negligent, reckless or intentionally wrongful act or by its assistants, employees, contractors or agents; (3) Customer’s failure to perform its obligations or exercise its rights in accordance with all applicable laws, rules and regulations.
10. LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY OR ANY GENGO AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL GENGO’S OR GENGO’S AFFILIATES’ LIABILITY HEREUNDER EXCEED THE AMOUNT PAID BY THE CUSTOMER TO GENGO DURING THE 12 MONTH PERIOD BEFORE THE EVENT GIVING RISE TO LIABILITY.
This Agreement is governed by the laws of the State of California, USA. Any claims or disputes shall be resolved in the state or federal courts located in San Mateo County, California, USA.
Gengo may modify this TOS at any time. You should look at the terms regularly. If you do not agree to the modified terms for a Service, you should discontinue your use of that Service.
If there is a conflict between the terms in this TOS and an Order, the Order will control for that conflict.
This TOS controls the relationship between Gengo and you. They do not create any third party beneficiary rights.
If you do not comply with this TOS, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).
If it turns out that a particular term is not enforceable, this will not affect any other terms.
You may not assign, transfer, or delegate any portion of this Agreement without Gengo’s prior written consent. Gengo may assign, transfer, or delegate any portion of this Agreement with or without notice to You. Your attempt to assign, transfer, or delegate this Agreement without Gengo’s consent will be null and void.
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