Terms and conditions
80992 Munich, Germany
Managing Directors: Andreas Jacobi, Maria Nowecki
Registry No: HRB 253943
Registered: Amtsgericht München
Inhaltlich Verantwortlicher: Maria Nowecki (Anschrift s.a.)
Current version. Last updated [2021-03-08]
1. General Provisions, Acceptance of these General Terms
These General Terms and Conditions (the “Agreement” or the “General Terms”) apply to all contracts concluded between you and Lyngual GmbH (“Lyngual”, “we” or “us”), a company registered under the laws of Germany (Munich Local Court, HRB 253 943) relating to the online platform called Lyngual Platform (the “Platform”, as defined in Section 3 below). In order to use the Platform, you must agree to these General Terms.
2. Change in this Agreement
We reserve the right at all times to discontinue or modify any part of this Agreement as we deem necessary. When we revise this Agreement, we change the “Last updated” date above and post the amended and restated Agreement at www.Lyngual.com. We shall notify you by e-mail or via the Platform about the amended and restated Agreement to ensure that you stay informed of any such amendments and restatements. Your use of the Platform and application for Tasks after the date of notification or the effective date of changes indicated in the notification shall mean your acceptance of the amended and restated Agreement, unless you accepted them otherwise earlier. In case you use a corporate account, only the administrator of that corporate account will be notified. The administrator of the corporate account and not Lyngual is solely responsible for further notification of changes to other members of the corporate account.
3. Overview and Key Definitions
We provide an online platform that is made available at the Lyngual’s website www.lyngual.com. Lyngual is a marketplace and technology platform for translation including workflow automation allowing a registered user to automate translation processes and make use of technologies such as (but not limited to) Translation Memory, Terminology, QA checks, etc., as well as commissioning of language professionals, including, but not limited to translators (collectively the above stated definition is hereinafter referred to as the “Platform”). The Platform enables a customer to enter into services agreement with Lyngual and place a service task request (a “Task”) that contains the description of its terms, including language of the original text, translation language, scope of work, deadline and (wordcount including TM analysis where applicable). Suppliers will submit offers for available projects via the Platform to perform the content translation or related services. A supplier can be any individual freelancer or legal entity, that registered on the Platform (a “Supplier”) and wishes to perform the Task.
“Content” means any document, information, data, text, images, software, messages or other materials, including any text and/or oral communication, that a Customer wishes Lyngual to translate or process in the agreed way, submits it for translation/processing by way of uploading, e-mailing, posting, assigning a task, publishing or displaying (hereinafter, “upload”) it on the Platform and that the Supplier will commit to performing as a project in the form of the Task.
“Exploit”, “Exploitation” or “Exploiting” in respect of the Completed Content and/or any intellectual property rights in any such Completed Content, means produce, reproduce, use, exploit, communicate, make available, sell, distribute, prepare, proofread, edit, change, amend, update, revise, translate, retranslate, commercialize, license, sub–license, assign, waive, copy, issue copies of such Completed Content to the public, rent or lend such Completed Content to the public, perform, show or play such Completed Content in public, communicate such Completed Content to the public, make an adaption of such Completed Content or do any of the above in relation to an adaption of such Completed Content or do (or permit or authorize others to do) anything which is or may be otherwise restricted by the copyright in such Completed Content or otherwise use, exploit and/or deal with all or any part of such Completed Content in any form or manner (including online, offline, and/or in any digital or electronic book form) and anywhere in the world, including (without any limitation) by preparing sound recording incorporating the whole or part of such Completed Content (or an adaption thereof), by producing and selling any other devices capable of storing sound including but not limited to electronic or digital files for transmission over the internet or via other wireless means, by publishing any extracts or an abridgement of such Completed Content in any newspapers (including the online form of any such newspapers) books, periodicals, in volume or elsewhere (including any maps, diagrams or illustrations from the Completed Content), by publishing an edition with editorial apparatus or an edition with a limited vocabulary for sale on educational terms by educational sales methods and/or by any readings from the text of such Completed Content on radio or television or otherwise, by transcription of such Completed Content into Braille and/or the recording of such Translation as a “talking book” for the use of the blind or otherwise.
“Completed Content” means the result of your work made with the Content according to the Task.
“User” means a Customer or a Supplier (depending on the context) registered on the Platform.
4. Registration with the Platform
To access and use the Platform as a Supplier, you must be a legal entity or an individual of eighteen (18) years of age or older who can enter into legally binding contracts. To become a Supplier, you must accept this Agreement. Once you accept the Agreement you must not access and use the Platform if you (a) are a competitor of ours, or (b) you reside or have business activities in a territory included in the economic and financial sanctions lists maintained by OFAC and/or EU, or are subject to such sanctions in any other way, or (c) if we have previously banned you from accessing and using the Platform and/or closed your account on the Platform. We reserve the right, in our sole discretion, to refuse, suspend, or terminate access to the Platform pursuant to Section 10.
You must create an account and provide certain information about yourself in order to access and use the Platform. Once you complete the mandatory fields of your profile to register as a Supplier and accept these General Terms by clicking on the button “I accept the General Terms and Conditions for Supplier”, you represent and warrant to Lyngual that: (i) you are authorised to bind yourself. (ii) you agree to be bound by these General Terms and (iii) you agree to be considered a Supplier for the purposes of these General Terms. You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Platform, and to update this information to maintain its truthfulness, accuracy and completeness. You are responsible for maintaining confidentiality of your account password. You are also responsible for all activities that occur in connection with your account. You warrant and undertake to us that any person using the Platform with your username and password is you or is authorized to act for you. You agree to notify us immediately if you suspect any unauthorized use of your account.
C. Vetting process
We may, but are under no obligation to, subject you, other Suppliers or Customers using the Platform to an extensive vetting process before they can register and during their use of the Platform, including but not limited to verification of identity and comprehensive criminal background check, at the regional, national and local level, using third-party services as appropriate. You hereby give us consent to conduct background checks as often as required in compliance with applicable laws and regulations, as well as our internal policies without any notice.
Although we may perform background checks of you, other Suppliers or Customers using the Platform, as outlined above, we cannot confirm that each person using the Platform is who he, she or it claims to be and therefore, we cannot and do not assume any responsibility for the accuracy or reliability of the identity or background check information or any other information provided through the Platform.
When interacting with other Users, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other people whom you do not know. Neither Lyngual nor its affiliates or licensors shall be responsible for the conduct, whether online or offline, of any User of the Platform and you hereby release Lyngual and its affiliates or licensors from any liability related thereto. Lyngual, its affiliates and licensors will not be liable for any claim, injury or damage arising in connection with your use of the Platform.
5. Engaging You for Tasks
A. Scope of engagement
As a general rule a Customer may assign a Task to Lyngual. If you are indicated in the Task Lyngual shall further instruct you as the Supplier to perform the Task for Lyngual. You shall be responsible before Lyngual for performing the Task and Lyngual shall be paying you the agreed upon Fee for the Task in accordance with this Agreement. Contractual relations do only exist between Lyngual and the Customer and between Lyngual and you as the Supplier. You do not enter into a contract with the Customer by performing the Task for Lyngual.
The Task given to you by Lyngual shall include: scope of task and other task details as applicable (such as language of the original text, translation language), deadline and wordcount (including TM analysis when applicable), as well as specific requirements to performance of the task by you, if any. The Task is made available to you in your account on the Platform.
C. Scope, term and quality standards
Once you accept the Task:
- you are obliged to render Task within the agreed scope and term and it should be of proper quality and satisfy the specific Customer requirements as indicated in the Task or in each specific Customer account, or, where no specific requirements are indicated, consistent with standard industry practices for such services.
- you are obliged to use your own software, equipment, workplace and premises to access Lyngual’s platform in order to provide the services, and you acknowledge that Lyngual shall not provide such software, equipment, workplace and premises.
- you are entitled to independently choose working hours under no control of Lyngual in order to conduct the tasks.
- you are not restricted from providing similar services to any other customer including competitors of Lyngual.
- if you do not deliver the results of the Task within the agreed scope, term and quality, we reserve the right, at our sole consideration, to decrease or revoke your fee for the Task, or, depending on the specific circumstances, to stop offering you any or all Tasks from this or other Customers, though you will be still allowed to continue using the Platform subject to terms of Section 9 herein.
D. Undertakings and covenants
For the purpose of performing any Task you hereby covenant and undertake to Lyngual as follows:
(a) to be bound by confidentiality provisions contained in this Agreement.
(b) to use any Content solely for the performance of a specific Task.
(c) report immediately to Lyngual if the Content contradicts the applicable ethical or legislative norms (contains calls for terrorism, coup, etc.).
(d) to protect the Content and Completed Content from unauthorized access of third parties by way of installing and maintaining market standard anti-virus protection software on your computer/notebook and using market standard password protection system for access to your computer/notebook, your personal account on the Platform and any other software or internet application that may be linked to your personal account on the Platform.
(e) that the Content on the Platform and/or the Completed Content created in the process of performance of the specific Task is not transferred anywhere, not displayed nor given for use to others, except to Lyngual and the Customer that ordered the Task and provided the Content.
(f) in case you are an individual freelancer to perform the Task personally without derogating any of its part to anyone else or in case you are a legal entity to perform the Task only with the attraction of your employees, contractors or affiliated entities provided that each employees, contractors or affiliated entities attracted for the performance of the Task should bind themselves by substantially similar confidentiality and Completed Content assignment provisions as contained herein.
(g) any Content you upload on the Platform is in full compliance with Regulation (EU) 2016/679 of the European Parliament and of the Counsel of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC ( “GDPR”) and other applicable personal data protection laws whereby if such Content contains any personal data of data subjects (as defined in GDPR) you have properly and duly received the consent for its use, storage, processing and cross-border transfer from the relevant data subject and comply with all GDPR requirements set forth for a controller (as defined in GDPR) and applicable to you.
(h) you comply with the requirements imposed on you by GDPR whenever you collect or receive from data subjects any Content that contains personal data of such data subjects.
(i) whenever you receive any Content containing personal data of data subjects from third parties you did receive similar covenants as contained in this subsection D from such third parties that they are fully compliant with GDPR and other applicable personal data protection laws in relation to the Content containing personal data of data subjects.
E. Independent contractor relations
You acknowledge and agree that your relationship with Lyngual is that of an independent contractor. You as any other Supplier shall perform services to Lyngual as an independent contractor. Nothing in this Agreement shall be deemed to create a partnership, joint venture, agency or employer-employee relationship between you and the Customer or between Lyngual and yourself. You will be solely responsible for, and Lyngual shall not provide or be liable for, typical employee benefits (including but not limited to, health and disability insurance, vacation and/or paid time off, etc.). You will remain free to perform services for parties other than Lyngual, provided, that such services will not conflict or interfere with the performance of services hereunder. You further agree and acknowledge that: (a) your relationship with Lyngual is not an employment relationship. (b) you are solely responsible for determining the method and means by which you will accomplish the services and otherwise fulfill your obligations hereunder and are free from the control and direction of Lyngual in the performance of the work. and (c) you will be solely responsible for the professional performance of the services, and will receive no training, assistance, direction or control from Lyngual. You shall be solely responsible for obtaining, at your expense and in your name, disability, worker’s compensation or other insurance as well as all licenses and permits usual or necessary for conducting the services hereunder. You represent that you have the qualifications, skills, and ability to perform the services in a professional manner, without the advice, control or supervision of Lyngual. You agree that you will not hold yourself out as an authorized agent with power to bind Lyngual in any manner.
6. Procedure for acceptance of Completed Content
A. At the moment when the Task is completed by you and the Completed Content is available for review, the Customer that ordered the Task is informed about completion of the Task by e-mail or through its account on the Platform and reviews the Completed Content.
B. The Task shall be deemed duly completed and the Completed Content accepted by Lyngual if no complaint was brought by the Customer that ordered the Task and the Customer accepted the Task using the special interface on the Platform within the timeframe specified in the Task.
C. In case the Customer has any complaint regarding the Completed Content and brought it to your attention via the Platform, you are obliged to rectify the deficiencies within 24 hours from the date the complaint was brought to your attention. If the Customer is not satisfied with how their complaints were addressed by you, and if the same complaints are brought to you after two rectification attempts via the Platform, we reserve the right, at our sole consideration, to conclude that the results of the Task were not delivered by you in accordance with Section 5 above.
7. Fee and Payment
A. The fee for each Task is set at your own discretion with your submission of your offer for the task and confirmed by Lyngual with customer’s acceptance of the offer via the platform. The fee in respect of each Task duly completed by you and accepted by Lyngual and its customer is accrued in the currency specified in the project and thus your offer.
Once the Task is completed by you and is accepted in accordance with Section 6 above, you will be paid your fee for the completed Task following receipt of the money by Lyngual for the completed Task from the Customer but in any case you will receive your fee no later than 30 (thirty) days following the end of the calendar month in which the Completed Content was accepted by Lyngual.
B. We have the right to seek reimbursement from you, and you will reimburse us, if we discover a fraudulent transaction, erroneous or duplicate transaction.
C. You will be liable for any individual taxes required to be paid on your income received from Lyngual, as required by the legislation of the country you are subject to. You must pay your taxes independently and will provide Lyngual with documentation of such payment upon request. Lyngual shall not be responsible for any of them. Lyngual shall not be responsible to withhold from your payments nor remit to the tax authorities any payroll or other tax, social security or Medicare contribution, or any other tax or contribution. You further agree to indemnify and hold Lyngual harmless from and against liability for any and all such payments. Nevertheless, you agree that Lyngual may withhold from payment to you any amounts which Lyngual determines it is required to withhold by applicable law.
D. In case you accept the Task from Lyngual after a Customer allocated such Task to you via the Platform, you agree to interact with such Customer exclusively via the Platform, whether first-time, repeatedly or on a follow-on basis, except for the cases when you worked with such Customer outside the Platform before you received the first Task from them via the Platform, and this may be proved either by you or by the Customer. You also agree not to take any action directly or indirectly to circumvent the Platform or any associated fees.
E. The Platform currently operates in two currencies, Euro (€ / EUR) and US Dollar ($ / USD), additional lead currencies may be added in the future. We are not responsible for currency fluctuations that occur when billing or crediting a credit or debit card denominated in a currency other than the Task currency, nor are we responsible for currency fluctuations that occur when receiving or sending payment via wire transfer, automated clearinghouse to and from your bank account, credit card account, PayPal account or any other payment method specified by you.
8. Service Charges
The Platform offers you other supplementary services that you can choose (order) on the Platform. There may be service fees (charges) for such services that are detailed on the Platform. We reserve the right to change the service fees (charges) or any other fee that may be charged by us at any time, at our sole discretion and upon a not less than seven (7) days’ prior notice posted on the Platform.
9. User License Grant for Platform
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferrable and non-sublicensable, freely revocable license to use the Platform for your personal use and commercial purpose as provided for herein. We reserve all rights not expressly granted herein in the Platform (cf. section 15).
10. Termination and Suspension of Agreement and License
This Agreement shall become effective once you have created an account (registered) on the Platform and shall continue until your account is terminated by you or us as provided for under the terms of this section 10.
We may terminate or suspend your right to access and license to use the Platform with immediate effect at any time by providing you with email notice of such termination in the following cases:
- upon the demand of a state authority.
- in case of your violation of the applicable legislation.
- in case your identity or any other information provided by you on registration or during your use of the Platform is reasonably deemed by us to be falsified or substantially inaccurate.
- if the content you upload onto the Platform or Completed Content you create on the Platform contradicts the applicable ethical or legislative norms (contains calls for terrorism, coup, etc.).
- breach of confidentiality provisions as well as covenants and undertakings under this Agreement.
We may also terminate or suspend your right to access and license to use the Platform in the following cases:
- in case of your violation of the restrictions as to direct transactions between you and other Users as defined in Section 7.
- if you defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including our staff.
- in case of fraud or suspected fraud as reasonably determined by us.
- in case of violation of other provisions of this Agreement.
provided that we notified you about such termination or suspension by way of sending a notification of termination or suspension via e-mail and gave you 7 (seven) calendar days to eliminate such violation and you failed to eliminate such violation within the said term, where such violation can be eliminated. In case of fraud or suspected fraud, as reasonably determined by us, we reserve the right to suspend your right to access and license to use the Platform immediately without any prior notification to you and until resolution.
Termination or suspension of your right of access also means termination or suspension of your license to use the Platform given to you in accordance with section 9 of this Agreement.
If we terminate your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third-party, unless we give express consent hereto. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
Even after your right to access and/or use the Platform is terminated or suspended, this Agreement will remain enforceable against you.
You may terminate this Agreement at the completion of any project by ceasing all access and use of the Platform by sending an e-mail termination notice to email@example.com. This will also mean your waiver of the license to use the Platform. All sections which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
When your account is terminated for any reason, you may no longer have access to any data, messages, files and other materials you keep on the Platform. The materials may be deleted along with all your previous content posted on the Platform.
11. Copyright Matters and Translated Content Assignment
A. We respect the intellectual property of others and expect you to do the same. If you believe, in good faith, that any Content provided to you in connection with the Task infringes any intellectual property rights of any third-party, please send us the following information to firstname.lastname@example.org:
- A description of the copyrighted work that you think has been infringed, including the URL (Internet address) or another specific location on the Platform where the material you think to be infringed is located. Include enough information to allow us to locate the materials and explain why you think an infringement has taken place.
- A description of the location where the original or an authorized copy of the copyrighted work exists – for example, the URL (Internet address) where it is posted or the name of the book in which it has been published.
- Your address, telephone number and e-mail address.
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law.
- A statement by you, that the information in your notice is accurate.
- If you know the owner of the copyright, an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
B. Upon receipt of the fee for the Task that resulted in the creation of the Completed Content, you hereby unconditionally and irrevocably assign to Lyngual absolutely to the fullest extent permitted by the applicable law the following rights throughout the world:
(a) all your rights and benefits to Exploit the Completed Content.
(b) the entire copyright and all other rights in the nature of copyright subsisting in the Completed Content. and
(c) without prejudice to any of the foregoing, all intellectual property rights and other rights and benefits of yours in the Completed Content of whatever nature, whether now known or created in the future, to which you are now, or at any time after the date of this Agreement may be, entitled by virtue of the laws in force in any part of the world, in each case:
(d) for the whole term including any renewals, reversions, revivals and extensions and together with all related rights and powers arising or accrued, including the right to bring, make, oppose, defend, appeal and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of these assigned rights, whether occurring before, on or after the date of this deed.
12. Public Areas. Acceptable Use of the Platform
The Platform may contain profiles, e-mail systems, blogs, message boards, chat areas, newsgroups, forums, communities and/or other message or communication facilities (“Public Areas”) that allow a User to communicate with other Users. You may only use such community areas to send and receive messages and materials that are relevant and proper to the applicable forum.
Without limitation, while using the Platform, you may not:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including our staff.
- Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful topic, name, material or information.
- Use the Platform for any purpose, including, but not limited to posting, including the translated or any other Completed Content, in violation of local, state, national, or international law.
- Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Platform, except as expressly authorized by us.
- Upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any third-party.
- Upload files that contain viruses, Trojans, corrupted files, or any other similar software that may damage the operation of another computer.
- Post or upload any content to which you have not obtained any necessary rights or permissions to use accordingly.
- Advertise or offer to sell any goods or services for any commercial purpose through the Platform which are not relevant to the services offered through the Platform.
- Conduct or forward surveys, contests, pyramid schemes, or chain letters.
- Impersonate another person or a User or allow any other person or entity (without authorization) to use your identification to post or view comments.
- Restrict or inhibit any other User from using and enjoying the Public Areas.
- Imply or indicate that any statements you make are endorsed by us, without our prior written consent.
- Use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Platform.
- Reverse engineer any portion of the Platform.
- Hack or interfere with the Platform, its servers or any connected networks or disobey any requirements, procedures, policies or regulations of networks connected to the Platform.
- Adapt, alter, license, sublicense or translate the Platform for your own personal or commercial use.
- Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks or rights owned by us.
- Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.
- Upload content that provides materials or access to materials that exploit people under the age of 18 in an abusive, violent or sexual manner.
- Use the Platform to solicit for any other business, website or service, or otherwise contact Users for employment, contracting or any purpose not related to the use of the Platform as set forth herein.
- Use the Platform to collect usernames and/or email addresses of Users by electronic or other means.
- Register under different usernames or identities, after your account has been suspended or terminated.
- Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Platform or features that enforce limitations on the use of the Platform.
Users are solely responsible for their Content uploaded on the Platform.
Lyngual is not responsible for the Content uploaded by a specific User, however Lyngual reserves the right to investigate and take appropriate legal action against anyone who, in Lyngual’s sole discretion, violates this Agreement, including without limitation, removing the offending Content from the Platform, suspending or terminating the account of such violators and reporting such User to the law enforcement authorities.
Under no circumstances do you get any intellectual property rights to any Content uploaded by a Customer via the Platform whether or not it was done for the purpose of performing the specific Task by you.
Any User that uploads its Content on the Platform acknowledges and agrees that Lyngual may preserve the content and may also disclose the content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal processes, applicable laws or government requests. (b) enforce this Agreement. (c) respond to claims that any content violates the rights of third parties. or (d) protect the rights, property, or personal safety of us and the public. Each User understands that the technical processing and transmission of the Platform, including such User’s Content, may involve (a) transmissions over various networks. and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
The platform uses a 256-bit Advanced Encryption Standard (AES) secured HTTPS/TLS protocol to protect data in transit between your computer and our servers.
For purposes of this Agreement, "Confidential Information" shall mean all information in any and all medium, including but not limited to the Content that has been or will be disclosed to you on the Platform and the Completed Content that has been created or will be created by you including, without limitation, text, data, technology, source code, know-how, inventions, discoveries, designs, processes, formulations, models, equipment, algorithms, software programs, documents, specifications, information concerning research and development work, and/or trade and business secrets.
Confidential Information shall not include any information which:
a) is already known to you or is publicly available at the time of disclosure.
b) becomes known to the general public after disclosure not through any act of yours in breach of this Agreement.
c) is disclosed by a third-party who is not, to your knowledge, in breach of an obligation of confidentiality or engaged in any other wrongdoing or
d) was or is independently developed by you without use of the Confidential Information disclosed by the Customer.
Each Party hereto receiving or otherwise obtaining Confidential Information (the "Receiving Party") from the other Party (the "Disclosing Party"), undertakes to the Disclosing Party to protect the Confidential Information.
The Receiving Party shall not disclose or otherwise provide any Confidential Information to any third-party without prior written consent of the Disclosing Party.
The Receiving Party undertakes to the Disclosing Party to (i) use the Confidential Information solely for the purpose of performing the Task or evaluating the Task (“Permitted Purpose”), (ii) not, without the prior written consent of the Disclosing Party, disclose to any third-party the Confidential Information, other than furnishing such Confidential Information to its employees, agents, contractors or affiliated entities who need to have access to such Confidential Information in connection with the Permitted Purpose and subject to the condition that such employees, agents, contractors or affiliated entities have signed the confidentiality agreements with the Receiving Party on the terms substantially similar to those in this Agreement, (iii) use reasonable care to protect the confidentiality of the Confidential Information, and (iv) in the event that the Receiving Party is required by law to make any disclosure of any of the Confidential Information, by subpoena, judicial or administrative order or otherwise, the Receiving Party will use commercially reasonable efforts to give the Disclosing Party notice of such requirement (to the extent legally permissible) and will permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information.
Neither Party under any circumstances shall obtain ownership rights or other intellectual property rights under this Agreement in respect of the Confidential Information given to it by the Disclosing Party, including rights to the Content uploaded via Platform.
Each Party’s obligations with respect to the Confidential Information shall remain in perpetuity and survive termination of this Agreement.
15. Lyngual Intellectual Property
All Lyngual intellectual property rights such as text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively “Proprietary Material”) that Users see or read through the Platform is owned by us, excluding the User Content that we have the right to solely use for the purposes of this Agreement. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. We own all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a collective work under the applicable intellectual property legislation. The Proprietary Material is protected by the domestic and international laws on copyright, patents, and other proprietary rights and laws. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Platform without our express prior written consent and, if applicable, the holder of the rights to the User Content. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without our prior permission and, if applicable, the holder of the rights to the User Content.
Our service marks and trademarks, including without limitation our logos are service marks owned by us. Any other trademarks, service marks, logos and/or trade names appearing on the Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
16. Warranty for defects
In case of material defects and defects of title of the services rendered by us under this Agreement, the statutory provisions shall apply.
Our warranty obligations shall expire one (1) year after receipt of performance by you.
The Platform is secured by taking appropriate administrative, physical and technical measures for protection of the security, confidentiality and integrity of your data, including, but not limited to using certified secured data protocols and encrypting sensible data (“Lyngual Security”). Lyngual ensures its best efforts in providing Lyngual Security but makes no warranties that the level of Lyngual Security shall be resistant to possible DDoS and any other types of attacks on platform.
A. In the event of wilful intent or gross negligence, we shall be liable to you – for any legal reason whatsoever – without limitation in accordance with the statutory provisions.
B. In case of simple negligence (einfache Fahrlässigkeit) we shall only be liable for (i) damages resulting from injury to life, body or health, and (ii) damages resulting from breach of fundamental contractual obligations (i.e. contractual obligations which enable the fulfilment of the orderly performance of the contract in the first place, and in the compliance of which the contracting party can and will regularly rely on); in which case our liability shall be limited to the foreseeable, typically occurring damage. Apart from the foregoing any further liability on our part is excluded. The limitations of liability as per this section 17 shall also apply to any of our representatives, employees and vicarious agents for which we are liable. They shall, however, not apply if and to the extent we have fraudulently concealed a defect or assumed a guarantee for the condition pf the delivered goods as well as for any claims of the Client under the Product Liability Act (Produkthaftungsgesetz).
C. Damage claims of you, irrespective of their legal grounds, shall become time-barred twelve (12) months after you obtained knowledge of the circumstances giving rise to the claim, or would have obtained such knowledge absent gross negligence, but in any case, not later than three (3) years after the breach of duty. This shall not apply if the relevant claim is based on wilful intent on our part or to claims resulting from injury to life, body or health.
If you have a dispute with another User, you shall release Lyngual 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 such dispute.
You are responsible for maintaining confidentiality of your account and password(s). You are also responsible for all activities that occur under your account. Therefore, you agree to indemnify, defend and hold Lyngual and its affiliates, employees, officers, directors, owners, information providers, agents, licensees, licensors (the “Indemnified Parties”) harmless from and against any and all liabilities, claims, costs, including reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any third-party demand, claims, action, suit, or loss arising as a result of (a) any breach by you of this Agreement or claims arising from your account or any other use by you of the Platform. (b) any fraud or manipulation by you. (c) any third-party claim, action or allegation of infringement based on information, data, files or other content submitted by you. (d) any claims of credit card fraud based on any information released by you. (e) any claims by any Customer for breach of payment terms by you. or (f) from the damage or destruction of any work or properties, attributable to or resulting from your performance of the services under this Agreement. You agree to use your best efforts to cooperate with us in the defense of any demand, claim, action or suit. We reserve the right to assume the exclusive defense of any matter subject to indemnification by you at our own expense.
20. Personal Data
In addition to the information you submit to or through the Platform, we also collect, store and process information about you in the course of your use of the Platform, some of which may contain personal data about you.
21. Entire Agreement / Severability / Amendment
This Agreement constitutes the entire agreement between you and us concerning the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, between you and Lyngual with respect thereto. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
Any amendments and supplements to this Agreement require the written form pursuant to sec. 127 para. 2 German Civil Code or the electronic form pursuant to sec. 127 para. 3 German Civil Code.
Failure by either party to enforce at any time any of the provisions of this Agreement, or to require at any time performance by the other party of any of the provisions hereof, shall in no way be construed as a waiver of such provisions in any other circumstance or a waiver of any other provision.
Wherever this Agreement includes English terms after which either in the same provision or elsewhere in this Agreement German terms have been inserted in brackets and/or italics, the respective German terms alone and not the English terms shall be authoritative for the interpretation of the respective provisions.
22. No Waiver
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Supplier may not assign or transfer its rights or obligations under this Agreement, and any attempt to do so is void. Lyngual may assign or transfer any of its rights, obligations and licenses under the Agreement without restriction or notice.
24. Third-party Links
We may provide notices, whether such notices are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by us in our sole discretion. We reserve the right to determine the form and means of providing notifications to you, provided that you may opt out of certain means of notification as described in this Agreement.
26. Governing Law, Place of Jurisdiction
This Agreement including all Annexes and the terms contained in these documents shall be exclusively governed by and construed in accordance with the substantive laws of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG). Jurisdiction and venue for all legal disputes shall lie with the courts of Munich, Germany. In addition, Lyngual shall be entitled to file suit at your place of general jurisdiction.
27. Contact Us
Should you wish to contact us with any questions or claims with respect to the Platform, please visit our website at or email at email@example.com.
In case of technical or performance issues, please contact us at firstname.lastname@example.org.
Should you have any questions or should you require support in relation to receiving payments, please contact us at email@example.com.