Terms of use for information and technical services of the web platform localizify.com

1. TERMS OF ACCEPTANCE OF THE AGREEMENT

   1. The web platform localizify.com is an international information and technical service for translation of software and texts (localization), hereinafter referred to as «Localizify».
   2. Under the Article 633 of the Civil Code of Ukraine Localizify publishes this Public Offer Agreement (hereinafter referred to as the "Agreement"), on the terms of use of information and technical services of the web platform localizify.com, hereinafter referred to as the "Site".
   3. The text of the Agreement is constantly posted on the Internet at: https://localizify.com/terms.
   4. Localizify, at its discretion, has the right to change the text of the Agreement by publishing a new version of the Agreement.
   5. This Agreement is an offer as defined in Article 641 of the Civil Code of Ukraine, addressed to an unlimited number of adult capable persons to conclude an Agreement to receive services of Localizify by accessing to the Agreement on standard terms.
   6. Localizify provides services to legal entities based on a written agreement on the provision of the right to use the services of the Site concluded in accordance with the current legislation of Ukraine in a simplified form by exchanging letters and the fact of payment.
   7. This Agreement is concluded by accessing the current Agreement on the terms of full and unconditional acceptance due to the sequential performance of the following actions on the Site:
      1. familiarization with the terms of this Agreement and all applications;
      2. filling out a registration form and entering accurate personal information (e-mail, name, password) in the "Sign in" tab on the Site at: https://localizify.com/ (or signing in to your account on the Site with your account in a social network, from the list proposed in the registration form);
      3. activation in the registration form of a checkbox next to the clause "By creating an account, I agree to the Terms of Use";
      4. introduction of captcha in the filled-in registration form;
      5. activation of a "Sign in" button in the registration form;
   8. As from the appearance of an information message about successful registration after activating the "Sign in" button, registration on the Site is considered complete. The fact of registration is confirmed by the data of the electronic register (in electronic/paper form) of the administrative center of the Site, which confirms the user's activity on the Site according to the personal data provided by them, IP addresses, network messages to the user's e-mail, screenshots (in electronic/paper form) relevant messages of postal services, web pages of the Site.
   9. As from the user's registration on the Site, the terms of the Agreement are binding on him/her, the user does not have the right to demand changes to the text of the Agreement or any exceptions or personal privileged conditions.
   10. By paying for Localizify services using the payment tools presented on the Site, the user, by his actions, confirms the full and unconditional acceptance of the Agreement and acceptance of the terms of cooperation with Localizify suggested on the Site.
   11. As from the user's payment for the Localizify service type selected on the Site and receipt of a notification on successful payment, the user receives the status and rights of the "Licensee".
   12. Registration of a corporate Licensee. If a corporate e-mail was indicated during registration, then the Licensee is considered to be the company, the organization, the representative of which is the registrant. Acting on behalf of the company, the organization, the registrant guarantees that he/she has the necessary powers as provided for by his job descriptions or individual instructions to conclude this Agreement.
   13. NB! If you do not agree with the terms of the Agreement or part of it, do not sign on the Site https://localizify.com and do not use the services presented on it.
   14. By accepting this Agreement, the registrant warrants that:
       1. he/she is an adult capable person or an authorized representative of a company, organization on behalf of and in whose interests he/she acts;
       2. he/she is not limited in the right to order and pay for Localizify services;
       3. his/her will to conclude this Agreement is free, and his/her understanding of the terms of the Agreement, its terminology is complete;
       4. the personal data provided during signing on the Site are reliable, complete, and up-to-date;
       5. using Localizify services, he/she does not violate anyone's intellectual property rights, copyrights.
   15. By using the services of the site, you consent to Localizify to publish information that your company is a Localizify client, using your brand and logo until you notify in writing to the Site support service.
   16. By using the Site, you represent and warrant that all registration information is true and accurate and you agree to maintain the accuracy of such information. Accordingly, you agree that you are responsible for all activities that occur with your account, and you also control who can access your account.
   17. By accepting this Agreement and using the services of the Site, you enter into an agreement with Localizify, a registered business entity in accordance with the current legislation of Ukraine, hereinafter referred to as the "Licensor".

2. SUBJECT OF THE AGREEMENT

   1. According to this Agreement, Localizify, represented by the Licensor, grants to an unlimited number of capable adult individuals, companies, organizations (licensee) a limited, non-exclusive, revocable license to use the information and technical services of the localizify.com web platform on special terms, according to the tariff chosen by the Licensee, without sublicense transfer rights.
      1. "Limited License" means that Licensee is entitled to use Localizify services only for the purpose outlined in this Agreement within the chosen tariff.
      2. "Non-exclusive license" means that the Licensor has the right to grant similar licenses to any other person at its sole discretion.
      3. "Revocable License" means that the Licensor may terminate the Licensee's use of the Localizify services in the cases provided for in this Agreement.
      4. "Without the right to sublicense" means that the Licensee does not have the right to transfer access to the use of the Services to other persons, except for the authorized users of the Licensee's working group.
   2. All exclusive intellectual property rights to intellectual property, located on the web platform localizify.com, belong to the Licensor, including all copies, modifications, extensions, and derivative objects.
   3. The Licensee's rights to use Localizify services are determined by the terms of the License specified in the description of the corresponding tariff selected by the Licensee at the permanent link on the Internet: https://localizify.com/pricing. All rights to use the Site not expressly granted to the Licensee belong to the Licensor.
   4. Under the license granted to the Licensee, the Licensee has the right to:
      1. translate software, texts within the number of terms according to the selected tariff.
      2. authorize in your account for collaboration the users of the working group in the amount according to the selected tariff plan.
      3. as part of paid tariffs, view and restore translation history and export content via API.
   5. The licensee and its authorized users are prohibited from:
      1. modification and/or derivation, disassembly, highlighting, reverse compilation, and/or reverse engineering of the source code or any part of the www.localizify.com web platform; localizify.com;
      2. resale, sale, lease, distribution, assignment, or other commercial use of Localizify services, except for the ways of use expressly provided for in the Agreement and tariff plans;
      3. use and/or access to Localizify services and/or the Site to monitor the functionality of the Site and services, creating a similar site and/or service;
      4. creation or incorporation of the Site, Localizify services as part of another website or service;
      5. take any actions that I create or may create an unreasonable and/or disproportionately large load on the infrastructure of the Site;
      6. access to the Site in a way that is different from the access provided by the Site;
      7. providing account access passwords (except for authorized users) or other information for entering the system to third parties;
      8. exceeding the access limits for any parameters specified in the corresponding tariff plan;
      9. distribution of defamatory information about Localizify and / or the Licensor, which may cause commercial losses to the Licensor, loss of business reputation.
   6. If the Licensee violates the above terms of use of the license that appears to him, the Licensor has the right to unilaterally block the Licensor's access to his/her account, without any compensation, without giving any reason or warning.
   7. The territory of the license applies to the whole world.

3. TARIFF RATES AND PAYMENT

   1. For the use of paid Localizify services, the Licensee undertakes to pay royalties to the Licensor in the amount and frequency according to the tariff selected on the Site. Using the services of the Site at the "Free" rate is free.
   2. Tariffs and the volume of access to the services of the Site are posted on the Internet at the permanent link: https://localizify.com/pricing.
   3. Localizify will not change the paid rates for the Licensees who paid for them until the end of the paid rate. Localizify has the right to change existing rates by posting them on the Site. For Licensees who use paid tariffs, the new tariffs begin to come into force in a new payment period.
   4. The licensee has the right to change the tariff in the direction of both increase and decrease at any time. Please note that when you upgrade to a higher tariff, the currently paid tariff expires. When the tariff is changed towards a decrease, the tariff is paid and canceled. Failure to use the services of the Site during the paid period, or incomplete use, does not give the Licensee the right to claim compensation or return. This rule applies without exception. Considering the above, we recommend changing the tariff after the expiration of the current tariff.
   5. The Licensee pays royalties for using the paid services of the Site in a non-cash form on a 100% prepayment basis using the appropriate payment service of the Site. Corporate Licensees can order individual invoices for payment (invoices - for non-residents of Ukraine).
   6. Payment is made in US dollars. Banking services for money transfer, conversion, etc. are carried out by the Licensee.
   7. The funds paid by the Licensee for using the Service are non-refundable.
   8. Where appropriate, if none of the tariffs suits the Licensee, he/she can contact the Licensor with an application for the provision of a personal tariff by e-mail: localizify@gmail.com. The processing time for an application to change the tariff is 15 days.
   9. The payment system informs the Licensee about the fact of payment for Localizify services in the electronic form to the e-mail specified during registration or by displaying a system message on the device screen.
   10. If the country of residence of the Licensee provides for the payment of taxes and fees payable when the Licensee pays royalties (except for taxes on the profits of the Licensor) - the Licensee independently pays the following taxes and fees in the country of his residence.
   11. Localizify considers the established tariffs for using the Site services to be fair for users and expects to be paid in good faith. Any action that will be aimed at bypassing the mechanism for recording the used volume of terms for translation or requests to our servers will be regarded as fraudulent actions that will entail immediate suspension of access to the Site services and deactivation of the Licensee's account without any compensation and refunds of funds paid for using the services Site.

4. REQUIREMENTS FOR CONTENT

   1. Rights to the content transmitted by the Licensee on the Website belong to the Licensee. The Licensor is not responsible for the content and confidentiality of the content that the Licensee transmits to the Site. Before transferring content on the Site, the Licensee is obliged to ensure that the content does not contain confidential information, personal data of individuals, banking information, passwords for access to payment services, prohibited content and make appropriate adjustments to the content.
   2. It is prohibited to transfer and store content on the Site that:
      1. contains information that violates the law or contributes to its violation;
      2. promotes violence and contains calls for violence, coups, terrorism, incitement to hostility, calls for military action;
      3. is discriminatory against certain groups of people based on nationality or ethnicity, religion, sexual orientation, gender, physiological characteristics, political views, social activity, and the like;
      4. is pornographic, tends to corrupt;
      5. is spam, contains signs of unauthorized advertising of the distribution of narcotic substances, precursors and their analogs, weapons, pornography, slave trade, gambling, any illegal activity prohibited by the legislation of Ukraine and / or the legislation of the country of residence of the licensee;
      6. contains any confidential information, illegally obtained databases with limited access;
      7. contains or installs any viruses, malware, Trojans, or other content designed to damage or limit the operation of any software and / or obtain unauthorized access to any data and / or other information of a third party.
   3. Localizify is not obligated to check the Licensor's content for its legality, but in the event of prohibited content, the Licensor has the right (but is not obliged) to:
      1. warn the Licensee about the prohibited content of the content;
      2. require the Licensee to remove the material of prohibited content from the Site or bring it in line with the requirements of the law;
      3. temporarily or permanently remove prohibited content from the Site;
      4. suspend or deny access to the Site without any compensation to the Licensee;
      5. block access to the Site and its services forever without any compensation to the Licensee.

5. WARRANTIES AND INDEMNITIES

   1. The site, the services, and the libraries offered on it work "as is" and "as available" without any guarantees.
   2. Localizify is not responsible for any commercial results or loss of Licensee as a result of using the Localizify services and does not provide guarantees of consumer validity and validity for a particular purpose.
   3. Licensee understands and agrees that Localizify is not responsible for any direct or indirect damages that may arise to Licensee as a result of using the API.
   4. Localizify reserves the right to terminate, temporarily or permanently, the Licensee's access to the API (or any part of it) at any time with or without notice to the Licensee.

6. LIABILITIES

   1. The Parties shall be liable in accordance with the current legislation of Ukraine for non-fulfillment or improper fulfillment of their obligations under this agreement.
   2. The parties are not responsible for the violation of their obligations under this agreement if it happens through no fault of theirs. A party is considered innocent if it proves that it has taken all measures in its power to properly fulfill the obligation.
   3. Localizify is not responsible for circumstances that occurred outside its reasonable control and the objective possibilities of influence of the Licensor, which may include a DOS attack on the Site, malware attacks, failure of a hosting provider or electricity supplier, fire, accidents, natural disasters, wars, terrorism and government actions that directly prevent the Licensor from fulfilling its obligations under this Agreement.
   4. Non-pecuniary damage, loss of profits under this Agreement are not subject to compensation by the Licensor.
   5. In any case, any monetary compensation to the Licensee cannot exceed the amount of royalties paid by the Licensee under this Agreement within the selected tariff.
   6. In case of violation by the Licensee of the terms of this Agreement, the Licensor has the right to restrict or block the Licensee's access to the services of the Site.
   7. The Licensee is responsible for ensuring that its authorized users comply with the terms of the Agreement. If authorized users violate the terms of the Agreement, the Licensee bears pecuniary responsibility to the Licensor for their actions as for their own, and the Licensor has the right to apply restrictions on the use of the Site services provided for by the Agreement.

7. PERSONAL DATA

   1. By accepting this Agreement, the Licensee, in accordance with the Law of Ukraine "On the Protection of Personal Data", provides the Licensor with consent to the processing and storage of his personal data provided to the Licensor when creating an account on the Site, when using the services of the Site, when paying royalties, namely:
      - credentials (e-mail, password);
      - the name of the Licensee, the users authorized by him;
      - information about the used functions of the service and the operations performed;
      - IP address;
      - correspondence with the Licensor;
      - the name of the bank and the data of the payer who paid the royalties.
   2. The Licensor processes and stores the personal data of the Licensee solely for:
      - identification of the Licensee as a party to the Agreement;
      - reverse communication;
      - fulfillment by the Parties of the Agreement;
      - use of the Localizify services by the Licensee.
   3. Upon termination of the use of the site, the Licensor has the right to require the Licensor to delete the personal data of the Licensee and its authorized users by sending an appropriate request to the Licensor's e-mail specified in the contacts on the Site.
   4. The period of storage of personal data on the Site is at least 2 (two) years from the date of their provision by the Licensee and/or from the moment of his last use of the Site service.
   5. The Licensee GUARANTEES the protection of the Licensee's personal data from unauthorized acquisition by third parties through the use of security software, limited access for service personnel and strict corporate confidentiality standards. The Licensee is not responsible for unauthorized actions of third parties to illegally take possession of the Licensee's personal data as a result of targeted attacks by hackers.
   6. The Licensor does not in any way transfer to third parties, does not disclose, does not transfer it, does not sell the personal data of the Licensee, including for commercial purposes.
   7. The Licensor informs the Licensee of his right to provide information about the Licensee's personal data to requests from law enforcement/government agencies, in cases provided for by law, as well as in cases of revealing signs of fraud in the actions of the Licensee when using the services of the Site.

8. CONFIDENTIALITY

   1. Confidential information under this agreement is the personal data of the Licensee, its accredited users, which became known to the Licensor upon receipt of royalties from the Licensee, the content of correspondence between the parties to this Agreement, technical information about the functioning of the Site, its services, the source code of the Site, which are not in the public domain and is not readily available.
   2. The party that received the confidential information specified in clause 8.1 of the Agreement from the other party undertakes to apply the necessary technical and organizational measures to preserve it, use the confidential information only for the direct purpose for which it was received, and under no circumstances publish the confidential party in any media, nor on the Internet, incl. in social networks, forums, chats.
   3. Considering the above, the Licensee grants the Licensor the right to use his confidential information in accordance with the privacy policy posted on the Internet at the permanent link: https://localizify.com/terms-privacy.
   4. The Licensee's content is not subject to confidentiality terms.

9. ARBITRATION

   1. The substantive law governing relations under this Agreement is the legislation of Ukraine.
   2. A pretentious (pre-trial) dispute resolution procedure is mandatory. The Licensee sends claims to the Licensor by e-mail localizify@gmail.com. The Licensor sends a response to the claim to the e-mail of the Licensee, from which the claim was received within 10 days.
   3. If no agreement is reached through negotiations, the Parties transfer the consideration of this issue to the court at the location of the Licensor, if the plaintiff is a company or organization, in accordance with the procedural law of Ukraine. The language of the arbitration proceedings is Ukrainian unless otherwise established by the court.

10. VALIDITY AND TERMINATION OF THE AGREEMENT

    1. This Agreement comes into force from the date of its publication on the Site and is valid for an unlimited period until the publication of the Licensor's message about the withdrawal of the offer under this Agreement.
    2. The Agreement is valid for the Licensee as long as:
       1. the Licensee will not apply to the Licensor to remove the Licensee's account from the Site.
       2. the Licensor does not delete the Licensee's account for violation of the terms of the Agreement.
       3. the paid period continues for the tariff selected by the Licensee.
    3. The Licensor has the right to stop the Licensee's access to the site's services and disable the Licensee's account if there are reasonable grounds to believe that:
       1. The Licensee uses the Site to violate the current legislation of Ukraine and / or the country of residence of the Licensee, international treaties.
       2. There was an unauthorized use of the Site and the Site services by the Licensee.
       3. Fundamental breach by the Licensee of the terms of the Agreement.
    4. If the Licensor terminates the Agreement with the Licensee on the grounds specified in clause 10.3 of the Agreement, the paid royalty shall not be returned to the Licensee.

11. OTHER CONDITIONS

    1. By accepting the offer (accepting the Agreement) by the Licensee performing the actions specified in section 1 of this Agreement, the Licensee confirms that he/she is familiar with the terms of the Agreement, fully understands them, accepts, and considers them reasonable and acceptable to the Licensee.
    2. The parties understand that the Licensor has the right to unilaterally change the terms of this Agreement by publishing a new version of it on the Site.
    3. For Licensees who have paid for the corresponding tariff for using the Site Services, the terms of the tariff paid by them will operate on the same conditions that were in effect at the time the tariff was paid until the end of the paid period, regardless of the version of the Agreement.
    4. The Licensee undertakes to timely familiarize himself with the new edition of the Agreement by viewing its text at least once every 30 days.