TERMS AND CONDITIONS

1. AGREEMENT TO TERMS

   1. These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“Customer”, “you”, or “your”) and Big Pot B.V.  (“Translingo”, "Company", “we”, “us”, or “our”), concerning your access to and use of the https://translingo.cc/ website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). We are registered in The Netherlands and have our registered office at Gedempte Zalmhaven 529, 3011BT, Rotterdam. Our VAT number is NL865184938B01. You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

   2. Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use from time to time. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. Please ensure that you check the applicable Terms every time you use our Site so that you understand which Terms apply. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

   3. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

   4. The Site is intended for users who are at least 13 years of age. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Site. If you are a minor, you must have your parent or guardian read and agree to these Terms of Use prior to you using the Site.

      
      

2. INTELLECTUAL PROPERTY RIGHTS

   1. Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair European competition laws, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

   2. Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

      
      

3. TERMS OF SERVICE

   1. Translingo provides the following Services: AI-powered translation and localization platform, offering real-time translation, content localization, and multilingual customer support solutions (the “Service(s)”).

   2. The following falls within the service: Translation volume (unlimited words, paid per minute); one admin account; unlimited speakers and listeners; prompt online support. 

   3. Registration

      1. As part of the registration process, Customer will identify an administrative user name, e-mail address and password for Customer’s Company account.  Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

      2. The customer must agree with the Terms and Conditions and the Privacy Policy and Cookies Policy to register for the Service.

   4. Company will provide Technical Support to Customer via both telephone and electronic mail on weekdays during the hours of 9:00 am through 5:00 pm CET, with the exclusion of public Holidays (“Support Hours”). 

   5. Customer may initiate a helpdesk ticket during Support Hours any time by emailing build@niron.ai. Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.

   6. Performance

      1. The Service is provided on an “as is” and “as available” basis. Translingo shall use reasonable steps to make the Service available to you at all times, contingent upon our and/or our service provider’s ability to maintain network capacity and connection availability. However, because Translingo  relies on technology and networks provided by its partners, the customer acknowledges and accepts that Translingo is dependent for the delivery of the Services on the correct operation of the network, of which Translingo is neither the owner nor the licensee. Translingo shall therefore not be liable for any damage resulting from complete or partial, intentional or unintentional, failure, malfunction and/or maintenance, improvement and/or extension of the network.

      2. Translingo partners with other entities to provide the Service. Translingo is under no obligation to inform the customer if it uses services from such partners.

      3. The maintenance or development of the Service may require Translingo to restrict or temporarily suspend the Service. In that case, Translingo will

         1. make maximum use of the Service’s planned works window and

         2. imit the period of restriction or suspension to the time needed for the applicable interventions.

      4. Translingo reserves the right to take, on its own initiative, the measures required in case the integrity of its services and the proper functioning of its network or infrastructure are compromised.

   7. Customer Obligations

      1. Customer agrees to use the Service in compliance with these Terms and Conditions and to be responsible for all use of the Service.

      2. Customer agrees to submit true, accurate, and complete registration information, and to keep such information up-to-date.

      3. Customer shall be obliged to take all necessary precautions to safeguard the confidentiality of all identifiers such as PINs, passwords and others (hereinafter "Identifiers") transmitted to the Translingo. Customer is responsible for any misuse or abuse resulting from the voluntary, accidental or unintentional disclosure of these Identifiers.

      4. Customer agrees to use the Service in accordance with all applicable laws and regulations of the home nation, the country of residence, and the country in which the customer is present.

   8. Customers agree that the Service shall not be used to engage in any action that is abusive, illegal or fraudulent or that causes the Network to be impaired or damaged.

   9. Customer agrees that the credits, promotions and referrals for the Services (the “Program”) shall not be used to undermine the fairness, integrity or legitimate operation of the Program, including but not limited to, creating fake accounts or using fictitious identities to participate in the Program or receive Reward. Translingo, in its sole discretion, reserves the right to disqualify the customer from the Program and future use of our Services.

   10. Customer agrees that Translingo may suspend the Service in case of breach of the above obligations, and that the Customer will continue to be liable and shall pay all charges due under these Terms and Conditions in respect of the suspended Services. Do note that any attempt to deliberately damage or undermine the legitimate operation of the Services and the Program may be in violation of criminal and civil laws. Translingo  reserves the right to seek remedies and damages (including attorney fees) to the fullest extent of the law, including criminal prosecution.

       
       

4. RESTRICTIONS AND RESPONSIBILITIES

   1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.  

   2. Customer agrees to comply with all applicable European Union export control laws and regulations, including but not limited to Regulation (EU) 2021/821. The Customer shall not, without prior authorization from the competent authorities, export, re-export, or transfer any items, software, or technology subject to EU export controls, either directly or indirectly, to any country, entity, or person prohibited by EU regulations. The Customer acknowledges that it is their responsibility to obtain any required export licenses or other authorizations. 

   3. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations.  [Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services.] Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

   4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

      
      

5. CONFIDENTIALITY; PROPRIETARY RIGHTS

   1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).  Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service.  Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.  

   2. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.     

   3. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and  Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.   

6. PAYMENT OF FEES

   1. You may be required to purchase or pay a fee to access some of our services (“Fees”). You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We bill you through an online billing account for purchases made via the Site. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in Euros.

   2. You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.

   3. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site.

   4. We reserve the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the initial Service Term or then current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). 

      
      

7. FREE TRIAL

   1. We offer a free trial (“Initial Service Term”) of 10 minutes to new users who register with the Site. The account will be charged according to the user’s chosen subscription at the end of the free trial.

      
      

8. TERM AND TERMINATION

   1. The Agreement shall commence immediately registering an account through the Translingo Site.

   2. The duration of the Agreement will be as per the terms of the credits (minutes) bought and used and will terminate immediately upon the expiry or the consumption of the Service by customer:

   3. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement.  All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. 

      
      

9. REFUNDS AND CANCELLATION

   1. A refund request can be made within thirty (30) days from the date of purchase when the Service is no longer possible following extensive collaborative troubleshooting.

   2. Cooperation with the Customer to resolve the issue promptly is required for a refund to be granted.

   3. 5.1.5. Fraudulent purchases: Translingo reserves the right to refuse any form of refund if there is evidence of abuse, violation of our Terms and Conditions, or any fraudulent activity connected with using Translingo’s products and services.

   4. Unauthorized purchases: The case will be subject to investigation and approval before processing any refund. Translingo reserves the right to suspend any account associated with fraudulent activity.

   5. Incorrect charges: If the Customer reasonably and in good faith disputes an invoice or part of it, the Customer shall notify Translingo of such a dispute within twelve (12) days of receipt of the invoice, providing details of why the invoiced amount is incorrect and, if possible, how much the Customer considers due.

   6. Other Reasons: If the refund request is not within the above, we will investigate the request on a case-by-case basis. If the refund is approved, a processing fee may apply. The maximum refund of credit a Customer can apply for must be equal to or less than the total amount they paid.

      
      

10. WARRANTY AND DISCLAIMER

    1. Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner.  Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.  EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

       
       

11. INDEMNITY 

    1. Customer agrees to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) Customers’ contributions; (2) use of the Service; (3) breach of these Terms of Use; (4) any breach of Customers’ representations and warranties set forth in these Terms of Use; (5) Customers’ violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom Customer connected via the Site. Notwithstanding the foregoing, Company reserves the right, at Customers’ expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with Company’s defense of such claims. Company will use reasonable efforts to notify Customer of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.  

       
       

12. LIMITATION OF LIABILITY

    1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

       
       

13. PRIVACY POLICY

    1. We take our customers’ privacy seriously. Personal data is processed in accordance with the Translingo Privacy Policy. The Privacy Policy can be consulted at all times on the website.

       
       

14. MISCELLANEOUS

    1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.  This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent.  Company may transfer and assign any of its rights and obligations under this Agreement without consent.  This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.  No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.  All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  This Agreement shall be governed by the laws of the Netherlands without regard to its conflict of laws provision.