LAST MODIFIED: July 14, 2020

Welcome to Lingoly™! Lingoly™ offers an opportunity for customers to find, select, and engage translators for their personal and professional needs. LINGOLY™, ITS MATERIALS AND CONTENT, AND ITS WEBSITE, LINGOLY.COM, (COLLECTIVELY, "LINGOLY") IS PROVIDED BY LINGOLY, INC. ("COMPANY") SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS OF USE AND ON THE CONDITION THAT YOU AS A USER ACCEPT AND COMPLY WITH THEM. BY CHECKING THE "I READ AND AGREE TO THE TERMS AND CONDITIONS" BOX WHEN CREATING AN ACCOUNT, YOU (A) ACCEPT THESE TERMS OF USE AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS AND CONDITIONS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT, AND (II) IF YOU ARE A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF A USER AND BIND THE USER TO ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU WILL NOT RECEIVE A LICENSE TO ACCESS AND USE LINGOLY. BY POSTING OR BIDDING ON A TRANSLATION JOB FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.

ACCORDINGLY, THE TERMS OF USE CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MAY APPLY TO YOU. PLEASE READ THE TERMNS OF USE CAREFULLY.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE TERMS OF USE OR YOUR ACCEPTANCE OF ITS TERMS AND CONDITIONS, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THE TERMS OF USE, AND THE TERMS OF USE EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT YOU DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LINGOLY.

PLEASE NOTE THAT THE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

Table of Contents

1. Overview
2. Translators
3. Customers
4. Translation Jobs
5. User Conduct
6. General Terms

1. Overview.

   1. Acknowledgement and Acceptance of Terms of Use. These Terms of Use are entered into by and between you and Company for the access and use of Lingoly. These Terms of Use, together with any documents they expressly incorporate by reference (the "Terms"), govern your access to and use of Lingoly, including any content, functionality, and purchases and sales of services offered on or through lingoly.com (the "Site") as a registered user. By using Lingoly or by clicking to accept or agree to the Terms of Use when this option is made available to you on the Site, you accept and agree to be bound and abide by these Terms and the Privacy Policy, found at www.lingoly.com/legal/privacy-policy, incorporated herein by reference. Again, if you do not want to agree to these Terms or the Privacy Policy, you must not access or use Lingoly.

   2. General Eligibility. You must be of legal age to enter into a binding agreement or older to use Lingoly. By using Lingoly, you represent and warrant to Company that (a) you have the right, authority, and capacity to enter into, and abide by the Terms for yourself and on behalf of your entity or organization; (b) you are of legal age to form a binding contract with Company; (c) you meet any other eligibility requirements to use Lingoly (such as, without limitation, Know Your Customer ("KYC") verification through a third-party service, Stripe); and (d) you have complied with any licensing, registrations, or requirements with respect to your business, or the business for which you are acting. If you do not meet all of these requirements, you must not access or use the Site. Additionally, you must also register with Company and pay any applicable fees charged by Company to use Lingoly. Any other use of Lingoly by you is not authorized.

   3. Changes to the Terms of Use. Because Company reserves the right to change or revise these Terms at any time at its sole discretion with or without notice to you, you should periodically visit these Terms as this agreement may have changed since your last visit to the Site. Any such changes, additions, updates, or modifications to these Terms will be effective immediately upon posting to the Site, and apply to all access to and use of Lingoly thereafter. However, any changes to the dispute resolution provisions set out in Governing Law and Jurisdiction will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Site. Your continued use of Lingoly following the posting of changes constitutes your acceptance of such changes unless otherwise prescribed by applicable law. When your consent is required by applicable law, Company will endeavor to provide notice to you through your primary email address specified in your account or through notice on the Site’s homepage. You are responsible for ensuring that Company has an up-to-date and deliverable email address for you. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. The date the Terms was last revised is identified at the top of this page.

   4. Registration. To access and use Lingoly, you must register for an account on the Site. By registering for Lingoly and accessing the Site or some resources it offers, you agree to provide true, accurate, current, and complete information about yourself as prompted by the registration form and update your information to maintain its truthfulness, accuracy, and completeness. If any information provided by you is untrue, inaccurate, not current, or incomplete, Company may decline your registration and terminate your right to use Lingoly. You agree not to provide any false, deceitful, or misleading information or omissions about your identity, location, business, skills, or services and to immediately correct any such information or omissions that is or becomes false, deceitful, or misleading. As part of the registration process, you must complete a user profile, which you consent to being shown to other registered users of Lingoly. You are responsible for all activities that occur under your registered account. You agree that all information you provide to register with this Site or otherwise, including, without limitation, through the use of any interactive features on the Site, is governed by the Privacy Policy, see www.lingoly.com/legal/privacy-policy, and you consent to all actions Company takes with respect to your information consistent with the Privacy Policy.

   5. Limited License. Subject to your strict compliance with all terms and conditions set forth in these Terms, Company hereby grants to you a non-exclusive, non-transferable, non-sublicensable, limited license to use, solely by you on your own behalf or on behalf of your business, Lingoly and its supporting documentation, solely as set forth in this Section. This license grants to you the right, exercisable solely by you, to access and use Lingoly in accordance with these Terms and any supporting documentation. All rights not expressly granted herein are reserved by Company.

      You agree that you have no right, power, or authority to (a) sell, lease, distribute, reproduce, or sublicense Lingoly; (b) make any modifications to or unauthorized copies of Lingoly; (c) decompile, disassemble, decode, reverse engineer, or otherwise attempt to derive or gain access to Lingoly software or source code, in whole or in part; (d) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of Lingoly or any part thereof; (e) combine or incorporate Lingoly or any part thereof with any other programs; (f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with Lingoly, including any copy thereof; (g) use any illustrations, photographs, images, video or audio sequences, or any graphics separately from the accompanying materials; (h) provide, disclose, divulge, or make available to, or permit the use of Lingoly any third party without Company’s prior written consent; (i) use Lingoly beyond the scope of the license granted herein; (j) use Lingoly in violation of any applicable international, federal, state, or local law, regulation, or rule; or (k) use Lingoly for purposes of competitive analysis of the software, the development of a competing software product or service, or any other purpose to Company’s commercial disadvantage. You are responsible and liable for all uses of Lingoly through which your access has been provided.

   6. Payment Processing. Company does not process any payments. Instead, payments are processed through a third-party payment processor, Stripe. Please note that once you submit information to Stripe, you will be governed by its terms and conditions. Please click on the following link for the Stripe Service Agreement to find out more information about this service: https://stripe.com/ssa.

   7. Cancellation or Termination of Your Account with Lingoly. You may terminate your registration and right to use Lingoly at any time and for any reason; however, the Terms shall remain in effect after termination of your registration or your use of Lingoly and you will remain liable for any fees associated with Lingoly or services accessed or utilized through Lingoly. You will not be entitled to a refund of any fees paid to Lingoly either as a translator or as a customer. Please note that once you terminate your account, your account will be completely deactivated; accordingly, you will not be able to login and reactive your account in the future. Instead, you will need to register a new account with Company.

      Company, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of Lingoly, or any other service of Company, for any reason at any time. Such termination of Lingoly will result in the deactivation or deletion of your account or your access to your account, and the forfeiture and relinquishment of all data from your account. With regards to customers who have purchased a monthly subscription plan, if Company cancels your customer account, Company will not refund any monthly subscription fees already paid by you unless otherwise required by law. Company reserves the right to refuse service to anyone for any reason at any time.

   8. Privacy. Company respects your privacy and is committed to protecting it. It is a condition of your use of the Site that all information you provide on the Site is correct, current, and complete. You agree that all information you provide to register with this Site or otherwise, including, without limitation, through the use of any interactive features on the Site, is governed by our Privacy Policy. Our Privacy Policy, www.lingoly.com/legal/privacy-policy, governs the processing of all personal data collected from you in connection with the Site. PLEASE READ THE CONFIDENTIAILITY SECTION BELOW FOR INFORMATION CONCERNING DOCUMENTS TRANSMITTED BETWEEN CUSTOMER AND TRANSLATOR. Furthermore, to protect the Lingoly community, we strongly discourage translators and customers from sharing personally identifiable information including, without limitation, email addresses, phone numbers, and social media links. If Company detects that such information may be transmitted through Lingoly, a pop-up link will appear whereby you will need to confirm that such information is not contained in the transmission. If such transmissions do contain personally identifiable information and are sent to another registered user of Lingoly, Company reserves the right to suspend or terminate your account. Company assumes no liability for any transmissions, communications, or content containing personally identifiable information provided by you to another registered user.

   9. Relationship between Users and Company. Company makes Lingoly available to enable translators and customer to find and transact directly with each other. Through Lingoly, a customer may post a job for translation services upon which translators may place a bid. The customer is responsible for assessing and evaluating the suitability of a translator for a particular project; and the translator is response for assessing and evaluating their skills, expertise, and qualifications for the project. Any acceptance of a bid or an award is directly between the customer and translator, and Company is not a party thereto.

      You acknowledge and agree that (a) Company is not a party to the relationship or any dealing between the customer and the translator; (b) Company cannot make any representations about or guarantee the truth or accuracy of any user profile; (c) other than performing a KYC check through Stripe with regards to a user’s identity in relation to financial information, Company does not vet or otherwise perform background checks on its users including, without limitation, the representations and warranties made by such users; (d) Company does not in any way supervise, direct, control, or evaluate translators or their work and is not responsible for or have any obligations relating to any translation project; and (e) Company does not set up the bid parameters for a translation project.

      Company makes no representations about and does not guarantee, and you agree not to hold Company responsible for, the quality, safety, or legality of translation services; the qualifications, background, or identities of Lingoly users; the ability of the translators to deliver their services; the ability of customers to pay for the translation services; reviews posted by customers; or the ability or willingness of the customer and translator to complete a translation project.

      Company and all users of Lingoly shall be independent contracts to one another under these Terms. Nothing in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between Company and its users. As such, you acknowledge and agree that you are not an employee of Company and, therefore, not eligible for any of the rights or benefits of employment (including unemployment insurance and/or workers compensation insurance). Neither Company nor its users by virtue of these Terms will have any right, power, or authority to act or create an obligation, express or implied, on behalf of Company or any of its users.

      Nothing in these Terms is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any Lingoly user from engaging in any other business activities or providing any services through any other channels they choose. Users are free at all times to engage in such other business activities and services and are encouraged to do so.

2. Translators.

   1. Responsibilities of Translators.

      If you are offering services as a translator through Lingoly, you represent and warrant that you: (a) will maintain complete and accurate records relating to your translation services; (b) will perform the translation services in accordance with the customer’s instructions; (c) possesses the training, skills, qualifications, and expertise necessary to perform translation services in a competent and professional manner; (d) will provide the translation services in a timely, workmanlike, and professional manner, using that degree of care and skill ordinarily exercised by and consistent with the standards of competent service providers performing comparable services in the same or similar manner; (e) will not use any ideas, Confidential Information, or intellectual property of Lingoly or your customers for your own benefit or use; (f) will be responsible for all tax liability associated with payments received from your customers through the Site, and that Company will not withhold any taxes from said payments to you; and (g) will abide by these Terms and all applicable international, federal, state, and local laws, rules, and regulations.

   2. Translation Fees.

      You as a translator are able to set your own pricing and other terms of the translation service without input or oversight by Company. Further, it is your responsibility to carefully review the requirements of a translation job, including, but not limited to, additional services (e.g., proofreading, editing, glossary, and certified translation) and the delivery method that your potential customer requires (e.g., certified mail or overnight carrier), as your translation fee bid should account for these additional services and delivery method. You as a translators are responsible for any taxes associated with the translation services when applicable. Company is not responsible for pricing, typographical, or other errors in any bid provided by a translator. Company does charge a service fee for each payment a customer makes to a translator for a translation project. This service fee changes from jurisdiction to jurisdiction but should range from 5% to 10%.

   3. Placing a Bid.

      You acknowledge, agree, and understand that you are solely responsible for determining and have the sole right to determine if a posted translation project is suitable for you and whether to accept such project. When you decide to bid on a translation project, you acknowledge and agree that you solely control the monetary amount of your bid, the currency of your bid, and the delivery time for your services. Further, upon submitting your first bid through your account with Company, you will be redirected to Stripe’s KYC verification process in order to safeguard transactions through Lingoly’s third-party payment processor. Additionally, you acknowledge and agree that you have sole control over the place, manner, and means of providing your translation services.

   4. Withdrawing a Bid.

      You acknowledge, agree, and understand that you may only withdraw your bid prior to clicking on "Confirm Bid" when this option is made available to you on the Site. Once you confirm your bid, you enter into a biding and enforceable agreement with your customer unless you withdraw your bid prior to being awarded the translation job by the customer. You agree to indemnify, defend, and hold Company and its affiliates, successors, and assigns harmless from any claims resulting from your bid.

   5. Accepting an Award.

      You also acknowledge, agree, and understand you are solely responsible for determining, and have the sole right to determine, which translation awards to confirm. Once a customer accepts your bid, you will receive a notice through the Site, which will set forth: (i) an expiration date of the award, (ii) the amount of your bid, (iii) the delivery time for the translation project, (iv) Company’s service fee, and (v) your potential earnings. If you do not agree to the terms of the award, you will have the opportunity to reject the award. If you choose to accept the award, you will enter into a binding and enforceable agreement with your customer. You agree to indemnify, defend, and hold Company and its affiliates, successors, and assigns harmless from any claims resulting from accepting an award.

   6. Downloading Original Documents.

      You acknowledge, agree, and understand that should you choose to download any of your customer’s materials and/or documents, you must abide by the Confidentiality provision set forth in these Terms. If you fail to abide by the Confidentiality provision, you agree to indemnify, defend, and hold Company and its affiliates, successors, and assigns harmless from any claims resulting from your breach.

   7. Translating and Uploading Translated Documents and Shipping Physical Deliverables.

      You acknowledge, agree, and understand that you have sole and absolute control over your translation services, uploading the document through the Site, and how to ship any physical deliverables to your customer. With regards to shipping any physical deliverables to your customer, as stated above, such costs should be accounted in your bid and prior to accepting an award by your customer.

   8. Withdrawing Earnings; Customer Reviews.

      When your customer clicks on "Approve and Close Job" when this option is made available on the Site, the customer’s funds related to your translation project will be released to you as the translator by Stripe, minus the service fee owed to Company. If the customer approves but does not close the job, Company will automatically do so on the customer’s behalf in seven (7) days from the date of approval. You hereby irrevocably authorize and agree to allow Company to deduct its service fee from your earnings when released by Stripe, and hereby instruct Stripe to pay such service fee to Company on your behalf. Such service fee varies from jurisdiction to jurisdiction. To find out more information with regards to when you will receive your payment from Stripe, please review Stripe’s payout schedule policy here: https://stripe.com/docs/payouts#payout-schedule. Please note that there may also be a foreign currency conversion charge imposed by Stripe and the rate may differ from the rates that were in effect on the date of the payment. Further, after payment is released, your customer will have the opportunity to review your translation services as follows: Your customer may (i) answer Yes/No to the questions "Would you recommend this translator?" and/or "Was the job delivered on time?"; (ii) give an overall rating of 1 to 5 stars; and (iii) leave general comments about your services. These customer reviews will appear on your translator profile page and may influence whether other customers utilize your translation services. Company does not generally investigate any such reviews by customers and, therefore, cannot guarantee their accuracy, veracity, or reliability. Should such review arise to a dispute between you and your customer, please review Disputes between Customer and Translator provision below.
3. Customers.

   1. Responsibilities of Customers. If you are purchasing services as a customer through Lingoly, you represent and warrant that: (a) you will be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any international, federal, state, or local governmental entity on any amounts payable by you; (b) you will provide all information, data, intelligence, and instructions on an ongoing and timely basis as may be necessary and prudent for the performance of the translation services by a translator; (c) you will not provide false, deceitful, and/or misleading information to the translator or Company; (d) any and all information, data, intelligence, and instructions delivered or divulged to the translator may be divulged without any obligation to, or violation of any right of, others; (e) any and all information, data, intelligence, and instructions delivered or divulged to the translator will not infringe on any rights of a third party, including, without limitation, Confidential Information, intellectual property and proprietary rights; (f) you will determine the suitability of a translator for a particular translation project; (g) you pay for the translator’s services; and (h) will abide by these Terms and all applicable international, federal, state, and local laws, rules, and regulations.

   2. Purchasing a One-Time Transaction or a Monthly Subscription Plan. As a customer, you are provided with two payment options with regards to accessing and using the Site as follows: (i) a one-time payment, which is the best option for the first trial order; or (ii) a monthly subscription plan. The monthly subscription plan will automatically renew until it is cancelled as described on the Site. Company reserves the right to change the fees posted for the one-time payment or monthly subscription plan at any time prior to purchase by you without notice. Without waiving the foregoing, for the monthly subscription plan, Company will provide you with reasonable notice posted in advance on the Site for existing customers.

   3. Translation Fees. Translators set their own pricing and other terms of service without any input or oversight by Company. As such, Company is not responsible for pricing, typographical, or other errors in any bid provided by a translator. Company does, however, place a credit card processing fee for each and every project, which you are responsible to pay. This processing fee will be the price in effect at the time payment is submitted through Stripe and will be set out in your award confirmation. Any processing fee increases will only apply to awards placed after such changes go into effect.

   4. Posting a Job. You acknowledge, agree, and understand that you are solely responsible for determining, and have the sole right to determine, the translation project name, translation location for the project, what language to translate the project to, the project industry and/or skills needed, the minimum and maximum budget for the project, the currency to be used for the project, the delivery time, the description of the translation project, and any additional services such as proofreading, editing, glossary, certified translation, and mail copy that you may desire. With regards to the description of the translation project, you acknowledge and agree to adhere to the Content Standards below. You agree to indemnify, defend, and hold Company and its affiliates, successors, and assigns harmless from any claims resulting from posting a translation project.

   5. Accepting a Bid and Awarding the Job. You acknowledge, agree, and understand that you are solely responsible with regards to accepting a bid of a translator and awarding the translation project. Once the project is awarded, the translator will have the opportunity to accept or reject the award. You agree to indemnify, defend, and hold Company and its affiliates, successors, and assigns harmless from any claims resulting from accepting a bid and issuing an award for a translation project.

   6. Making a Payment and Uploading Documents to Be Translated. Once a translator accepts an award, payment must be received by Company before you can upload your document and have the translator start work on the translation project. Company accepts any payment approved by Stripe, which is found here: https://stripe.com/payment-terms/legal. You represent and warrant that (i) the credit card, banking, or other financial institution that you supply to Stripe is true, correct, and complete; (ii) you are duly authorized to use such credit card, bank, or financial institution for the purchases through our Site; (iii) charges incurred by you will be honored by your credit card company, bank, or other financial institution; and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any. Once payment is confirmed, you may upload your document to be translated by the translator.

   7. Receiving Translated Documents. Any information or content submitted by a translator to you is the work of that translator and not Company. Company neither endorses nor is responsible for the accuracy or reliability of any work performed by a translator on your behalf.

   8. Closing a Job. You acknowledge, agree, and understand that you are solely responsible for approving a translation project. Once you click "Approved" on the translated document, you will be provided with the opportunity to click on "Approve and Close Job" through the Site, which will trigger the release of payment to the translator. Please note, however, if you approve the translation job but fail to click on the "Approve and Close Job" button when presented, Company will automatically close the translation job within seven (7) days of your approval and release your payment to the translator. You agree to indemnify, defend, and hold Company and its affiliates, successors, and assigns harmless any claim related to the release of payment to the translator.

4. Translation Jobs.

   1. Ownership of Translation Documents. Regarding documents, materials, and information provided by a customer to be translated, you as a translator acknowledge and agree that any and all work product, including any deliverables to your customer, are "works made for hire" and are and/or shall become and remain the sole and exclusive ownership of the customer. Accordingly, you as a translator understand and agree that all writings or works of authorship produced or authored by you as a translator in the course of performing services for the customer, together with any associated copyrights, are works made for hire and the exclusive property of your customer throughout the world. To the extent any such works are not deemed works made for hire, you as the translator hereby irrevocably assigns to your customer, your ownership of and your entire right, title, and interest in such works, and your customer shall have the right to obtain and hold in its own name, rights of copyright, copyright registrations, and similar protections that may be available in the works. You as the translator shall give your customer or its designees all assistance reasonably required to perfect such rights. Without waiving the foregoing, you as a translator may upload samples of your work for customers to review so long as such samples do not infringe on any third parties’ intellectual property and proprietary rights, or Company's Confidentiality provision below.

   2. Confidentiality. All non-public, confidential, or proprietary documents or materials to be translated by a translator ("Confidential Information"), including, but not limited to, any trade secrets, specifications, documents, materials, or other information disclosed by the customer to a translator, whether disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential," are confidential, solely for the translator’s use in performing the translation services, and may not be disclosed or copied unless authorized by the customer in writing. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of translator’s breach of these Terms; or (b) is obtained by the translator on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information. The translator shall maintain the Confidential Information with the same degree of care the translator uses to maintain its own Confidential Information, and, in all events, the translator shall maintain the Confidential Information with no less than commercially reasonable care. On the customer’s request, the translator shall promptly return all documents and other materials received from the customer.

   3. Reviewing a Translator. This Site provides a customer with the opportunity to review a translator and its translation services, which allows the customer to post, submit, publish, display, or transmit to other users or persons on or through the Site. All such reviews must comply with the Content Standards set out in these Terms. However, Company does not generally investigate any such reviews by customers and, therefore, cannot guarantee their accuracy, veracity, or reliability. Any review posted to the Site will be considered non-confidential and non-proprietary.

      By providing a review on the Site, you grant Company and its affiliates, and each of their respective licensees, successors, and assigns the right to publically or privately use, reproduce, modify, display, distribute, or otherwise disclose to third parties any such reviews for any purpose.

      You understand and acknowledge that you are solely responsible for any reviews you submit or contribute, and you, not Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness. Accordingly, you are solely responsible for any potential legal claim, controversy, or dispute that may be instituted by a translator or other third parties as a result of or in connection with your review. Company is not responsible or liable to any third party (including, without limitation, translators) for the content or accuracy of any reviews posted by you or any other user of the Site, even if that review is defamatory or otherwise legally actionable. You acknowledge and agree that you will notify Company of any error or inaccurate statement in your review, and that if you do not do so, Company may rely on the accuracy of such review.

   4. Content Standards. These content standards apply to any and all translation job postings and reviews of translators. Reviews and descriptions of translation projects must in their entirety comply with all applicable federal, state, local, and international laws, rules, and regulations. Without limiting the foregoing, reviews must not: (a) contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; (b) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (c) infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person; (d) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and the Privacy Policy; (e) be likely to deceive any person; (f) promote any illegal activity, or advocate, promote, or assist any unlawful act; (g) cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person; (f) impersonate any person, or misrepresent your identity or affiliation with any person or organization; (g) involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising; or (h) give the impression that they emanate from or are endorsed by Company or any other person or entity, if this is not the case.

   5. Disputes between Customer and Translator. Any dispute relating to translation services must be resolved between the customer and the translator. If the parties cannot resolve their dispute, they must pursue the dispute independently. As such, you acknowledge and agree that Company will not and is not obligated to provide any dispute assistance. Company is not responsible for the resolution of disputes.

      If you seek to obtain an order from any arbitrator or court having jurisdiction that may direct Company to take or refrain from taking any action associated with Lingoly, you will (i) give Company at least seven (7) business days’ prior notice of the hearing on that matter; (ii) include in any such order a provision that, as a precondition to an obligation affecting Company, Company will be paid in full for any amounts to which Company would be otherwise entitled; and (iii) compensate Company for any costs and expenses (including attorneys’ fees) associated therewith.

      Should you initiate a dispute resolution process, you agree, to the extent permitted by applicable law, not to ask its credit card company, bank, or other payment method provided to chargeback any fees charges pursuant to the Terms for any reason. A chargeback in breach of the foregoing obligation is a material breach of these Terms. If you initiate a chargeback in violation of these Terms, you agree that Company may dispute or appeal the chargeback and instate collection action against you and take such other action it deems appropriate.

   6. No Refunds. Once Company charges its fees associated with Lingoly, the fees paid are non-refundable except as otherwise required by applicable law. COMPANY OFFERS NO REFUNDS ON EITHER (I) CUSTOMER’S ONE-TIME PAYMENT, (II) CUSTOMER’S MONTHLY PLAN, OR (III) OUR SERVICE FEES AND CREDIT CARD PROCESSING FEES OWED TO COMPANY RELATING TO A TRANSLATION PROJECT. Any other payment refunds for translation services is between the customer and the translator.

   7. Indemnification. By using Lingoly, you agree, for yourself and on behalf of your company or business, to defend, indemnify, and hold Company and its affiliates, officers, directors, shareholders, employees, contractors representatives, successors, and assigns, harmless from any and all claims, damages, losses, liabilities, costs and expenses, including but not limited to reasonable attorneys’ fees, arising in any way from (a) the use or misuse of Lingoly by you or any other person using Lingoly on your behalf, including, without limitation, the uploading, posting, publishing, e-mailing, reproduction, distribution, or transmission of Lingoly, a customer’s review, or other materials by you or others authorized by you; (b) the unauthorized or infringing use of Lingoly by you or anyone authorized by you; (c) the violation or infringement of any third party right, including without limitation any intellectual property, proprietary, or privacy right, arising from or relating to translation services; (d) violation of these Terms, including, without limitation, Confidential Information; or (e) any claim that a customer’s review caused damage to translator or other third party. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Company and its insurers and attorneys in asserting any available defense.

   8. Featured Jobs. Subject to Company’s Privacy Policy and applicable laws, Company selects from its registered customers “Feature Jobs” that are displayed on Company’s homepage and accessible to the general public. As such, Company endeavors to obtain a customer’s affirmative consent prior to posting a customer’s translation job (along with its content) as one of the “Featured Jobs”. If Company does not obtain your consent in writing, your translation job posting will not be displayed as one of the “Featured Jobs.” If customer decides to withdraw its consent, you acknowledge and agree that you will notify Company in writing of said withdrawal, and that if you do not do so, Company may rely on your prior consent to post a translation job as one of the “Featured Jobs.”

5. User Conduct.

   1. Prohibited Uses. You may use the Site only for lawful purposes and in accordance with these Terms. You agree not to use the Site: (a) in any way that violates any applicable federal, state, local, or international law, rule, or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States of America or other countries); (b) for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise; (c) to send, knowingly receive, upload, download, use, or re-use any material that does not comply with the terms and conditions set out in these Terms; (d) to transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation; (e) to impersonate or attempt to impersonate Company, a Company employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing); (f) infringe on any third-party’s intellectual property and proprietary rights; or (g) to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by Company, may harm Company or users of the Site, or expose them to liability.

      Additionally, you agree not to: (a) use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site; (b) use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site; (c) use any manual process to monitor or copy any of the material on the Site, or for any other purpose not expressly authorized in these Terms, without Company’s prior written consent; (d) use any device, software, or routine that interferes with the proper working of the Site; (e) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (f) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site; (g) attack the Site via a denial-of-service attack or a distributed denial-of-service attack; or (h) otherwise attempt to interfere with the proper working of the Site.

   2. Reporting Claims of Copyright Infringement. Company takes claims of copyright infringement seriously. Company will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this Site infringe your copyright, you may request removal of those materials (or access to them) from the Site by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

      • Your physical or electronic signature.
      • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Site, a representative list of such works.
      • Identification of the material you believe to be infringing in a sufficiently precise manner to allow Company to locate that material.
      • Adequate information by which Company can contact you (including your name, postal address, telephone number, and, if available, email address).
      • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
      • A statement that the information in the written notice is accurate.
      • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

      Company’s designated copyright agent to receive DMCA Notices is:

      Lingoly Inc.
      Attn: DMCA Violation Notice
      8609 Nada Street
      Downey, CA, 90242
      Email:dmca@lingoly.com

      If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

   3. Reporting a Violation. If you become aware of any violation of these Terms, you must immediately report it to Company’s customer service at team@lingoly.com with "Reporting a Violation" in the subject line. You agree to assist Company with any investigation Company undertakes and to take any remedial steps Company may require in order to correct a violation of these Terms.

6. General Terms:

   1. Accessing the Site and Account Security. Company reserves the right to withdraw or amend this Site, and any service or material it provides on the Site, in its sole discretion without notice to you. Company will not be liable if for any reason all or any part of this Site is unavailable at any time or for any period. From time to time, Company may restrict access to some parts of the Site, or the entire Site, to users, including registered users. You are responsible for both: (i) making all arrangements necessary for you to have access to the Site, and (ii) ensuring that all persons who access the Site through your internet connection are aware of these Terms and comply with them.

      If you choose, or are provided with, a username, password, or any other piece of information as part of Company’s security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your username, password, or other security information. You agree to notify Company immediately of any unauthorized access to or use of your username, password, or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal data or information.

      Company has the right to disable any user name, password, or other identifier, whether chosen by you or provided by Company, at any time in our sole discretion for any or no reason, including, if, in Company’s opinion you have violated any provision of these Terms.

   2. Company’s Intellectual Property Rights. Lingoly, the Site and its contents, features, and functionality (including, without limitation, all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You do not and will not have or acquire any ownership of these intellectual property rights in or to the services made available through this Site, or of any intellectual property rights relating to those services.

      These Terms permit you to use the Site for your personal or business-related use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Site, except as follows: (i) your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; (ii) you may store files that are automatically cached by your Web browser for display enhancement purposes; (iii) you may print or download a translation project subject to the Confidentiality provision in these Terms; and (iv) if Company provides desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal or business use, provided you agree to be bound by Company’s end user license agreement for such applications; and (v) if Company provides social media features with certain content, you may take such actions as are enabled by such features.

      If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of these Terms, your right to use the Site will stop immediately and you must, at Company’s option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Site or any content on the Site is transferred to you, and all rights not expressly granted are reserved by Company. Any use of the Site not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

   3. Trademarks. Company’s name, Company’s logo, and all related names, logos, product and service names, designs, and slogans, including, without limitation, Lingoly, are trademarks of Company or its affiliates or licensors. You must not use such marks without the prior written permission of Company. All other names, logos, product and service names, designs, and slogans on this Site are the trademarks of their respective owners.

   4. Name and Likeness. To the extent permitted by applicable and Company’s Privacy Policy, you grant Company and its affiliates, successors, and assigns, a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, world-wide license to publically or privately use, reproduce, modify, publish, list information regarding, edit, translate, distribute, display, perform and make derivative works of your name, image, photography, voice, likeness, and/or biography as contained in your user profile, in whole or in part, and in any form, media, or technology, whether now known or hereinafter developed, for use in connection the Site and Company’s business, including, without limitation, for promoting and redistribution in part or all of the Site in any media or formats, and through any media channels.

   5. Reliance on Information Posted. The information presented on or through the Site is made available solely for general information purposes. Company does not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. Company disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its contents.

      This Site may include content provided by third parties, including materials provided by other users, third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Company. Company is not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

   6. Linking to the Site and Social Media Features. You may link to the Site’s homepage, provided you do so in a way that is fair and legal and does not damage Company’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without Company’s express written consent.

      This Site may provide certain social media features that enable you to: (i) link from your own or certain third-party websites to certain content on this Site; or (ii) send communications with certain content between customers and translators through Company’s Message Center on this Site. You may use these features solely as they are provided by Company and otherwise in accordance with any additional terms and conditions Company provides with respect to such features.

      Subject to the foregoing, you must not: (i) establish a link from any website that is not owned by you; (ii) cause the Site or portions of it to be displayed on, or appear to be displayed by, any other website, for example, framing, deep-linking, or in-line linking; (iii) link to any part of the Site other than the homepage; or (iv) otherwise take any action with respect to the materials on this Site that is inconsistent with any other provision of these Terms.

      The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms. You agree to cooperate with Company in causing any unauthorized framing or linking immediately to stop. Company reserves the right to withdraw linking permission without notice. Company may disable all or any social media features and any links at any time without notice in Company’s sole discretion.

   7. Links to Third Party Websites. If the Site contains links to other websites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements, and sponsored links. Company has no control over the contents of those sites or resources, and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

   8. Force Majeure. Company will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in Company’s performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond Company’s reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, pandemics or epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

   9. Disclaimer of Warranties. You understand that Company cannot and does not guarantee or warrant that Lingoly, the Site, or downloads from the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF LINGOLY OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.

      YOUR USE OF LINGOLY, THE SITE, ITS MATERIAL AND CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. LINGOLY, ITS MATERIALS AND CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF LINGOLY. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT LINGOLY, ITS MATERIALS AND CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

      TO THE FULLEST EXTENT PROVIDED BY LAW, COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

      THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

   10. Limitation of Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, REPSENTATIVES, SHAREHOLDERS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, LINGOLY, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PROPERTY DAMAGE, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

       IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF LINGOLY, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU IN A ONE-YEAR PERIOD OR THE LOWEST AMOUNT PERMITTED UNDER APPLICABLE LAW.

   11. Release. In addition to the recognition that Company is not a party to any agreement between a translator and its customer, you hereby release Company and its affiliates, and their respective officers, directors, shareholders, employees, service providers, agents, representatives, successors, and assigns from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another user, whether it be at law or in equity that exists as of the time the translation services were performed. This release includes, without limitation, any disputes regarding the performance and quality of translation services provided through the Site and the requests for refunds based upon such disputes.

       TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."

       This release will not apply to a claim that Company failed to meet its obligations under these Terms.

   12. Monitoring and Enforcement. Company has the right, but not the obligation, to: (a) remove or refuse to post any customer reviews or translation services for any or no reason in Company’s sole discretion; (b) take any action with respect to any customer reviews that Company deems necessary or appropriate in Company’s sole discretion, including if it believes that such customer review violates these Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for Company; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy as allowed by our Privacy Policy or applicable law; (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site; and (e) terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Terms.

       Without limiting the foregoing, Company has the right to cooperate fully with any law enforcement authorities or court order requesting or directing Company to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

       However, Company does not undertake to review all material before it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, Company assumes no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. Company has no liability or responsibility to anyone for performance or nonperformance of the activities described in this Section.

   13. Governing Law. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California; and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).

   14. Dispute Resolution and Binding Arbitration; Jurisdiction. YOU AND COMPANY ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

       ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND COMPANY ARISING FROM OR RELATING IN ANY WAY THROUGH YOUR USE OF LINGOLY WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION IN THE COUNTY OF LOS ANGELES, IN THE STATE OF CALIFORNIA, IN THE UNITED STATES OF AMERICA.

       The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Consumer Arbitration Rules (the "AAA Rules") then in effect, except as modified by this Section. (The AAA Rules are available at adr.org or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

       The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or these Terms is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

       You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR COMPANY WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

       If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

   15. Limitation on Time to File Claims. ANY CAUSE OF ACTION, CLAIM, OR DISPUTE YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR LINGOLY MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION, CLAIM, OR DISPUTE ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION, CLAIM, OR DISPUTE IS PERMANENTLY BARRED.

   16. Prevailing Language and Location. The English language version of these Terms will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from Company’s facilities in the State of California, in the United States of America.

   17. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without Company’s prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations under these Terms. Company may transfer or assign these Terms without restriction.

   18. No Waivers. No waiver by Company of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

   19. No Third Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

   20. Notices.

       1. To You. Company may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when Company sends the email, and notices provided by posting will be effective upon posting. It is your responsibility to keep your email address current.

       2. To Company. To give Company notice under these Terms, you must contact us as follows: (i) by email to team@lingoly.com; or (ii) by personal delivery, overnight courier or registered or certified mail to 21171 S. Western Avenue, Suite 2630, Torrance, California 90501. Company may update the email or address for notices by posting a notice on the Site. Notices provided by personal delivery will be effective upon receipt. Notices provided by email or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

   21. Severability. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

   22. Entire Agreement. These Terms and our Privacy Policy, which is incorporated herein by this reference, will be deemed the final and integrated agreement between you and Company regarding this Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.

   23. Your Comments and Concerns. This Site is operated by Lingoly, Inc. All notice of copyright infringement claims should be sent to the copyright agent designated in the Reporting Claims of Copyright Infringement section above in the manner and by the means set out therein. All other feedback, comments, requests for technical support, and other communications relating to the Site should be directed to:

       Lingoly Inc.
       Attn: Comments and Concerns regarding Site
       21171 S. Western Avenue, Suite 2630
       Torrance, California 90501
       Email: team@lingoly.com