Terms of Service
Last Update: August 1, 2023
Your use of our Services (as defined below) is subject to these Terms of Service, along with any additional guidelines, rules, or terms referenced in this Agreement. By accessing and using our Services, you agree to comply with these Terms of Service (the “Agreement”). If you do not agree, please refrain from using our Services, accessing our Website or providing us with any information. We kindly ask you to carefully read and understand this Agreement.
In addition to this Agreement, specific Services may have their own guidelines, rules, product requirements, or additional terms, which will also apply to your use and/or supply of those Services. All such guidelines, rules, product requirements, or additional terms are hereby incorporated by reference into this Agreement.
Please note that the Company reserves the right to modify this Agreement at its sole discretion. Any changes will become effective after posting the revised Agreement on our Website. Your continued use of the Website after that period signifies your acceptance of the revised Agreement. We encourage you to regularly review the most up-to-date version of this Agreement whenever you wish to order and/or supply Services.
By agreeing to this electronic Agreement, you waive any applicable rights that require an original (non-electronic) signature, delivery, or retention of non-electronic records, to the extent not prohibited under applicable law.
All capitalized terms used in this Agreement shall bear the meanings ascribed to them as detailed herein.
1. DEFINITIONS
“Affiliate” means with respect to any entity, any other person or entity, directly or indirectly controlling or controlled by or under common control with such entity, including, without limitation, a direct or indirect wholly-owned subsidiary of such entity.
“BLEND”, or “Company”, refers to GetBlend LTD., incorporated in Israel, and its Affiliates, in the event and to the extent such Affiliates provide or license the Services. “we” “us”, and “our” mean the Company.
“Delivered Work” means any material translated, localized, converted or created by the Company and/or Company’s Service Providers, based on User’s Materials and/or Orders.
“Fee” refers to the agreed-upon compensation payable by the User to BLEND for the provision of the Services as outlined in this Agreement and/or any Order Form.
“Materials” refer to any content, including but not limited to information, data, text, photographs, videos, audio clips, written posts and comments, scripts, and graphics, that the User or any of the User’s salespersons, employees, contractors, or agents adds, creates, submits, distributes, uploads, posts, transmits, or otherwise disseminates through the Company and its Services on behalf of the User. You are responsible for supplying the necessary Materials, including materials that describe the context of the translation, along with any additional materials such as a glossary guide. The quality of the Service results heavily relies on the clarity, accuracy, and comprehensiveness of the Materials and instructions.
“Order” refers to any request submitted by the User and acknowledged by the Company. The User may place an Order via the Website or in writing (via email correspondence).
“Project” refers to a single order consisting of one target language and one expertise type, as submitted through BLEND. A Project may include several files, if submitted together. The Fee for each Project may vary based on factors such as the word count, the source and target languages, the specialized expertise required, the urgency of delivery, and or other factors. User acknowledges that each Project may be subject to a minimum fee, regardless of the Project’s word count or duration.
“Service Providers” means third-party entities and/or agencies and/or independent contractors who provide services as independent freelancers or independent contractors or independent suppliers of the Company. Service Providers are not employees of the Company.
“Services” means any Translation, Localization Services, Platform, and/or account management Services provided by the Company to the User under this Agreement. For more detailed information about the Services and their features, please visit https://www.getblend.com/.
“User” means the legal entity requesting to use the Services by accepting this Agreement. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the legal authority to bind the legal entity to this Agreement.
“Website” means the Company’s online portal and platform where Users and/or Service Providers can access their Account, initiate and/or receive Orders, and where Users can access the Service, available at https://www.onehourtranslation.com and/or https://app.getblend.com, website and domain name and all other websites and domain names affiliated with Company and any other linked pages, features, content or application services offered in connection therewith by the Company.
2. USE OF OUR SERVICES
Subject to your compliance with all terms and conditions in this Agreement, the Company grants you for the term of this Agreement a limited, personal, non-exclusive, non-sublicensable, royalty-free, non-transferable (except as provided in this Agreement) license to access and use the Services, including access to the Website, only in connection with the Services. Except as expressly and unambiguously granted herein, no right or license is granted to you. The Services are owned and operated by the Company and the visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Services provided by the Company are protected by all relevant intellectual property and proprietary rights and applicable laws. The Company reserves all rights not expressly granted herein.
2.1. To access the Services, you will be asked to create an account and to enter your individual email, username, and password, as chosen by you during your registration (“Account”). When creating your Account, you must provide accurate and complete information. Therefore, the Company does not permit any of the following:
– Any other person sharing your Account and password;
– Any part of the Website being cached in proxy servers and accessed by individuals who have not registered with the Company as users of the Website;
– Access through a single Account and password being made available to multiple users on a network may be permitted in specific cases as determined by the Company. Such allowance shall be subject to the Company’s discretion and any additional terms or conditions communicated by the Company. This provision does not automatically grant permission for shared access, and unauthorized sharing of Accounts and passwords is strictly prohibited.
2.2. You agree not to create an Account for anyone else or use the Account of another without their permission. If the Company reasonably believes that an Account and password are being used/misused in any manner, the Company shall reserve the right to cancel access rights immediately without notice and block access to all users from that IP address. The Company reserves the right to reject any username selected by you and/or revoke your right to any previously selected username and give such username to any other person or entity, at the Company’s sole discretion and without any liability to you. Furthermore, you shall be entirely responsible for any and all activities that occur under your Account. You agree to notify the Company immediately of any unauthorized use of your Account or any other breach of security. The Company will not be liable for any loss that You may incur as a result of someone else using your password or Account. If messages sent to an email address provided by You and associated with your Account are returned as undeliverable or wrong address, the Company reserves the right to terminate your Account immediately with or without notice to you and without any liability to you or any third party. If you wish to delete your Account, you may send an email request to the Company at [email protected].
2.3. Age Restrictions: Use/provision of the Services is strictly prohibited to any person under legal age in his/her country of domicile and to any person under the age of 18. If you misrepresent your age, your registration as a User and/or Service Provider of the Services will be canceled. By using the Website and providing/using the Services, you confirm and covenant that you meet the aforementioned age restriction requirements.
2.4. By using/providing the Services, you further acknowledge, covenant, represent, and warrant as follows:
2.4.1. If you are a corporation, (a) the corporation is duly incorporated, validly existing, and in good standing; has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; and the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by requisite corporate action; and (b) the execution, delivery and performance of this Agreement shall not constitute a violation of any judgment, order or decree or a default under any contract by which you are bound.
2.4.2. Services fees shall be paid by User in advance, in the amount set forth and acknowledged by User upon registering for the applicable Service, unless otherwise agreed to between the User and the Company in writing.
2.4.3. User may deposit amounts to its Account in advance, and User may use these amounts for future Services (“Deposited Amounts”) for a period of up to 24 months from deposit. After 24 months, the remaining of Deposited Amounts, if any, will be removed and canceled.
2.4.4. The Company reserves the right to establish minimum thresholds for Projects, Deposited Amounts, and/or Services.
2.4.5. In order to qualify for a cash refund for any unused balance of the User, User should process a qualifying refund request through the Company’s support team no later than 12 months following the date of the payment to the Company. The Company will deduct 5% of the amount as manual handling fees. Refunds will be processed for amounts exceeding the Minimum Deposited Amount fee only.
2.4.6. The Company may offer, from time to time and at its sole discretion, discounts, vouchers, coupons, or any other type of benefits for purchases and/or usage or any other account activity of the User (“Benefits”). The terms for these Benefits will be set at the Company’s sole discretion.
2.4.7. In order to sustain the Services, it is important that User honors the payment obligations to which it has agreed. Accordingly, the Company reserves the right to pursue any amounts User fails to pay in connection with the Services. User will remain liable to the Company for all such amounts and all costs incurred by the Company in connection with the collection of these amounts, including, without limitation, collection agency fees, reasonable attorneys’ fees, and arbitration or court costs.
2.4.8. The Company reserves the right to modify its fees and charges at its sole discretion and/or to introduce new charges at any time by electronic mail and/or by updating the fees section on the Website. Any fees and charges provided to you by electronic mail are confidential, and you agree not to disclose them to any third party. The Company’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.
2.4.9. User hereby grants the Company and any of its agents and Service Providers who work on its behalf for the purpose of providing the Service, a license to translate, modify (in order to make it compatible with the Services), distribute, prepare derivative works of, display, perform and reproduce your Materials and otherwise act with respect to such Materials, in each case to enable us to provide the Services. If User shares its Materials with other users through the Services (“Shared Content”), then User grants the Company the licenses above, as well as a license to display, perform, and distribute User’s Shared Content for the sole purpose of making that Shared Content accessible to such other users and providing the Services necessary to do so. Also, User grants such other users a license to access that Shared Content and to use and exercise all rights in it, as permitted by the functionality of the Services. User agrees that the licenses it grants to the Company are non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, transferable, and worldwide. The Company reserves the right to remove, monitor, censor, edit and/or delete your Materials and Shared Content at any time, for any reason, without prior notice to User, including, without limitation, if it believes, in its sole discretion, that such Materials/Shared Content violates this Agreement. Users understand that whether or not such Materials and Shared Content are published, we do not guarantee any confidentiality with respect to any Materials and Shared Content. User shall be solely responsible for its Materials and Shared Content and the consequences of posting, publishing, or uploading them. User represents, warrants and covenants that it: (a) has all necessary rights to grant the foregoing license, and to use all intellectual property rights in and to such Materials/Shared Content and allows the Company to use the name, likeness, and identifying information of any identifiable person in User’s Materials/Shared Content in the manner contemplated by this Agreement; and (b) will pay all royalties and other amounts owed to any third party due with respect to its Materials/Shared Content, to the extent applicable.
2.4.10. You agree that you will not display, post, submit, publish, upload or transmit any content (including, with respect to Users, any Materials/Shared Content) that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is inappropriate; (vii) involves theft or terrorism; and/or (viii) is otherwise malicious or fraudulent.
2.4.11. The Company reserves the right to change, suspend, or discontinue temporarily or permanently, some or all the Services with respect to any or all users, at any time without notice. You acknowledge that the Company may do so in its sole discretion. The Company reserves the right, at any time and without prior notice, to remove or disable access to any user content, third-party materials, and any user submissions, that the Company, in its sole discretion, considers to be in violation of this Agreement or otherwise harmful to the Website or Services.
2.4.12. User Proprietary Rights: The Company agrees and declares that the User Content and any and all patents and other rights in connection therewith shall be the sole property of the User and its assigns. It is the User’s responsibility to keep records of the Content and the Service.
2.4.13. You acknowledge and agree that, notwithstanding anything else, the Company may generate and maintain Aggregated Anonymous Data (as defined below), and, during and after the term of this Agreement, freely use and make available Aggregated Anonymous Data for the Company’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing the Company’s products and services). “Aggregated Anonymous Data” means data submitted to, collected by, or generated by the Company in connection with your use/provision of the Services (as applicable), but only in aggregate, anonymized form which cannot be linked specifically to you, your users, or any individual.
2.4.14. You will not resell or offer the Services and/or the Delivered Work to any third party without the Company’s express written authorization.
2.4.15. You will only use the Website and the Services in a manner that is commercially acceptable, reasonable, and lawful, according to all applicable laws and regulations.
2.4.16. You will adhere to our user policies and any other terms and conditions which relate to your usage/provision of the Services and/or Delivered Work.
2.4.17. You will not use the Website for any purpose other than for receiving Services or providing Services. Any unlawful and/or unauthorized use of the Website or the Services, including by collecting usernames and/or email addresses of other Users or of Service Providers, by electronic or other means, for the purpose of sending unsolicited emails, forwarding commercial or business offers, and/or unauthorized framing of or linking to the Website will be investigated, and appropriate legal action will be taken, to the extent necessary.
2.4.18. You will defend, indemnify, and hold harmless the Company, its officers, directors, employees, agents, Affiliates, other Service Providers, and other Users for any damages, losses, costs, liabilities, third-party suits, and expenses (including reasonable attorney’s fees) relating to or arising out of your use of the Website or Services, and for any breach by you of the terms of this Agreement and/or other terms and conditions posted on the Website from time to time.
2.4.19. You acknowledge that you may be involuntarily exposed to offensive or obscene materials that may be posted on the Website by other Users, Service Providers, or hackers who may unlawfully gain access to the Website. The Company will make commercially reasonable efforts to prevent any hacking of its Website and to remove any infringing or unlawful material from its Website promptly after it comes to its attention. However, the Company shall not be responsible for third-party use of any personal or private and/or confidential information that you choose to display or publish or distribute on our Website or by using the Services.
2.4.20. The Company reserves the right and shall use good faith efforts to monitor, from time to time, at the Company’s discretion, the activity and the material posted on public areas of the Website. Notwithstanding the foregoing, the Company does not monitor, control, or edit any communication between its Users or between Users and Service Providers, and such communication shall be made at your own risk and may occasionally be offensive to you. You assume full responsibility and all risk by using/providing the Services and using the Website.
2.4.21. Your profile information, as well as your photo, may be displayed to any and all Users or Service Providers. If you post personally identifiable information in areas of the Website accessible to Users and/or to Service Providers, you should be aware that such information can be read, collected, or used by them, and could be used improperly (including, for example, for the purpose of sending you unsolicited messages). We are not responsible for the personally identifiable information you choose to submit on our Website or for any direct or indirect damage or loss that may be incurred as a result.
2.4.22. Under no circumstance will the Company be responsible for any loss or damage resulting from your use of the Website or the Services, or from your reliance on content or material transmitted to you by other Users or by Service Providers.
2.4.23. User acknowledges and agrees that while the Company uses best efforts to encourage the Service Providers to provide you with such, it cannot guarantee the quality of the Services provided by the applicable Service Provider.
2.4.24. You will not use any automated collection mechanism or any manual process to monitor or copy the web pages comprising the Website or any content contained therein without the prior written permission of the Company. In addition, you will not use or launch any automated system (including without limitation, “robots” and “spiders”) to access the Website.
2.4.25. You will not create multiple Accounts to avoid fees, suspension, or bad ratings on the Company. If you do, you will indemnify and hold the Company harmless for any losses, damages, costs, or expenses incurred as a result.
2.4.26. You will not contact other Users or Service Providers and/or translation and/or localization companies through our Website or through information gained from our Website with the intent of subverting them from using our Website or our Services.
2.4.27. You may, at your discretion, provide feedback, suggestions, improvements, enhancements, and/or feature requests to the Company with respect to its use/provision of the Services (“Feedback”). In such case, such Feedback shall be deemed the exclusive property of the Company, and you hereby irrevocably transfer and assign to the Company all intellectual property rights to the Feedback and waives any and all moral rights or economic rights that you may have in respect thereto. The Company reserves the right to take legal action if it believes such Feedback may damage its reputation.
2.4.28. In addition to any rights granted with respect to User’s Materials and/or Shared Content or Translated and/or Localized Works under this Agreement, Company may use User’s/Service Provider’s name, trade names, trademarks, and logo for the purposes of marketing (e.g., identifying you as a Company customer) and in order to provide the Services.
2.4.29. For Service Providers: In addition to the terms and conditions outlined in this Agreement, as a Service Provider, you acknowledge and agree that there are additional terms specific to your role, responsibilities, and engagement with the Company. These additional terms are detailed in Exhibit A of this Agreement. By accessing and providing services as a Service Provider, you signify your acceptance and compliance with both the general terms outlined in this Agreement and the specific terms outlined in Exhibit A.
3. WARRANTIES, LIMITATION OF LIABILITY AND INDEMNITY
3.1. YOU EXPRESSLY AGREE THAT YOU ARE USING/PROVIDING THE SERVICES AT YOUR OWN RISK. NEITHER THE COMPANY NOR ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, OR LICENSORS WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICES, OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT PROVIDED THROUGH THE SERVICES. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES EXPRESS OR IMPLIED, WITH RESPECT TO ANY INFORMATION, SERVICES, PRODUCTS, AND MATERIALS, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THE WEBSITE IS ACCURATE, COMPLETE, OR CURRENT.
3.2. THE COMPANY DOES NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT THAT APPEARS IN THE MATERIALS, SHARED CONTENT, TRANSLATED AND/OR LOCALIZED WORKS AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO, AND DISCLAIMS ALL LIABILITY FOR, ANY SUCH CONTENT. YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY SHALL NOT BE RESPONSIBLE FOR THE MATERIALS, SHARED CONTENT TRANSLATED AND/OR LOCALIZED WORKS OR CONDUCT (INCLUDING DEFAMATORY, OFFENSIVE, ILLEGAL, OR NEGLIGENT CONDUCT) OF ANY WEBSITE USER AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOUR RELIANCE ON, OR USE OF, ANY THE MATERIALS, SHARED CONTENT AND TRANSLATED AND/OR LOCALIZED WORKS IS AT YOUR SOLE RISK. IF YOU HAVE A DISPUTE WITH ANY WEBSITE USER OR OWNER IN CONNECTION WITH THE WEBSITE OR ANY THE MATERIALS, SHARED CONTENT AND TRANSLATED AND/OR LOCALIZED WORKS, YOU AGREE THAT THE COMPANY IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. THE COMPANY RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.
3.3. THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE/PROVISION OF THE SERVICES OR FROM THE COMPANY’S ACCOUNT SUSPENSION OR TERMINATION OF SERVICES, INCLUDING, WITHOUT LIMITING, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT AND/OR SPECIAL DAMAGE, EVEN IF THE COMPANY KNEW OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3.4. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE LIABILITY TO YOU OR ANY OTHER THIRD PARTY BY THE COMPANY AT ANY TIME AND FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO: (A)IN CASE OF LIABILITY TO USER – THE GREATER OF US$ 1,000 OR THE TOTAL FEES USER PAID FOR THE SERVICES DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE LIABILITY EVENT; AND (B) IN CASE OF LIABILITY TO THE SERVICE PROVIDER – THE GREATER OF US$ 1,000 OR THE TOTAL FEES PAID FOR THE APPLICABLE TRANSLATED AND/OR LOCALIZED WORKS WHICH GAVE RISE TO SUCH CLAIM.
3.5. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISEN OUT OF OR RELATED TO THE WEBSITE AND/OR SERVICES MUST COMMENCE WITHIN 1 YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
3.6. YOU WILL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES FROM AND AGAINST ANY AND ALL PAYMENTS, COSTS, EXPENSES, LOSSES, CLAIMS, DAMAGES, AND SUITS ARISING IN ANY WAY FROM: (I) YOUR VIOLATION OF THIS AGREEMENT, INCLUDING YOUR BREACH OF OBLIGATIONS UNDER SECTION 3 TO THIS AGREEMENT; (II) YOUR USE OF, OR INABILITY TO USE, THE WEBSITE; (III) YOUR MATERIALS, SHARED CONTENT AND/OR TRANSLATED AND/OR LOCALIZED WORKS; AND/OR (IV) YOUR INTERACTION WITH ANY WEBSITE USER. YOUR INDEMNITY OBLIGATIONS SHALL SURVIVE THE TERM OF THIS AGREEMENT.
4. TERM AND TERMINATION
4.1. The term of this Agreement shall commence upon registering for an Account with the Website.
4.2. Termination for convenience: User may terminate the Agreement without cause by sending us a prior written notice of 3 months. Following the User’s termination of this Agreement it shall immediately pay the Company any amounts owed to the Company through the effective date of termination, plus any future amounts due as part of the Services and/or any purchased Subscription.
4.3. The Agreement may be terminated by the Company at any time and for any reason.
4.4. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing a written notice to the breaching party, provided that the breaching party does not materially cure such breach within 30 days of receipt of such notice.
4.5. Without limiting the foregoing, the Company may suspend or limit the access to the User’s Account and Services if its Account is in default in its payment obligations herein for more than 60 days.
4.6. The Company shall be entitled to terminate the Agreement for Cause (as defined herein), by written notice to the Service Provider which shall take effect immediately. The term “Cause” shall mean: (a) breach of NDA (as defined below); or (b) breach of Service Provider’s warranties hereunder. In the event of termination of the Agreement for Cause by the Company, Service Provider shall not be entitled to any remuneration from the Company and shall indemnify and hold the Company harmless from and against any damages, losses, costs, and expenses, including without limitation, reasonable legal fees and costs incurred due to the Company’s termination of this Agreement for Cause. Upon termination or expiration of this Agreement and/or as otherwise requested by the Company, Service Provider shall promptly deliver to Company any work product and/or deliverables created hereunder as part of the Services up to that point.
4.7. Upon any termination of this Agreement, the Company shall not be liable to User/Service Provider or any third party for termination of the Services, limiting the access to the Account, or any part thereof, and User/Service Provider shall cease all use of the Website and the access to the Account.
4.8. If User decides to terminate the Agreement, as set force in Section 4.1, no refunds will be issued. In no event shall any termination relieve User of the obligation to pay any fees payable to the Company for the period prior to the effective date of termination. Notwithstanding the above, if User chose to terminate the Subscription Services without cause, as set forth in Section 4.1, then the User may continue to use its remaining Account balance (if any) solely for purchasing additional Translation Services, for a period of up to 24 months from the date of each applicable deposit from such remaining amounts.
4.9. After 24 months of no activity in User’s Account, the Account will become inactive and the balance, if any, will be removed and canceled.
4.10. Any section which by its nature should survive termination or expiration of this Agreement shall so survive.
5. ASSIGNMENT
You may not assign, directly or indirectly, all or part of your rights or obligations under this Agreement without the prior written consent of the Company. Any attempt to assign your rights or obligations hereunder shall be null and void. The Company may assign this Agreement, including to a Company Affiliate, at any time without consent.
6. ENTIRE AGREEMENT, LAW, AND JURISDICTION
6.1. This Agreement constitutes the entire understanding between the parties relating to the subject matter and supersedes all prior communications, contracts, or agreements between the parties whether oral or written.
6.2. This Agreement may only be amended with the express written consent of both parties. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.
6.3. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its rules of conflict of laws. Any disputes or legal proceedings arising out of or relating to this Agreement shall be resolved exclusively by the competent courts of Tel Aviv, Israel, and both parties’ consent to the jurisdiction of such courts with respect to any such action. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys’ fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.
7. NON-DISCLOSURE AGREEMENT; COPYRIGHT POLICY AND PRIVACY POLICY
All intellectual property rights in the provided Service will be assigned to the User. User is responsible for keeping the User’s Materials and the materials provided as part of the Service.
As part of providing the Services, the Company discloses the User’s Materials to its Service Providers and employees. It is the User’s responsibility to edit and/or remove any confidential or personal information in the Materials if you do not wish to disclose that information.
The Terms of the Non-Disclosure Agreement (“NDA”) and the Privacy Policy (“PP”) (to the extent applicable), form an integral part of this Agreement and Your continued use/provision of the Services or your use of the Website will signify your acceptance of the NDA and the PP. You may check the NDA here and our PP here.
Copyright Policy. It is our policy to respect the legitimate rights of copyright and other intellectual property owners, and we will respond to clear notices of alleged copyright infringement.
8. OWNERSHIP
The: (i) content on the Website, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (collectively, the “Website Materials”); and (ii) the trademarks, service marks and logos contained therein (“Marks”), are the property of Company and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. The Company’s logo, and other marks are Marks of Company or its Affiliates. All other trademarks, service marks, and logos used on the Website are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Website. Website Materials are provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Website Materials, you must retain all copyright and other proprietary notices contained therein.
9. THIRD-PARTY SOURCES AND CONTENT
The Website enables you to view, access, link to, and use content from Third Party Sources (defined below) that are not owned or controlled by us (“Third Party Content”). The Website may also enable you to communicate and interact with Third Party Sources. “Third Party Source(s)” means: (i) third-party websites and services; and (ii) our partners and customers. We are not affiliated with and have no control over any Third-Party Sources. We do not assume any responsibility for the content, terms of use, privacy policies, actions, or practices of, any Third-Party Sources. Please read the terms of use and privacy policy of any Third-Party Source that you interact with before you engage in any such activity. We are not responsible for, and we expressly disclaim all warranties regarding, the accuracy, appropriateness, usefulness, safety, or intellectual property rights of, or relating to, any Third-Party Content. In addition, we do not endorse any advertising, promotions, campaigns, products, services, or other materials that is included in any Third-Party Content or that is communicated to you from a Third-Party Source. By using the Website, you may be exposed to Third Party Content that is inaccurate, offensive, indecent, or objectionable. You always have the choice of deciding whether to interact with a Third-Party Source or to view and use Third Party Content. Your interaction with a Third-Party Source and your use of, and reliance upon, any Third-Party Content is at your sole discretion and risk. You agree to waive and hereby do waive, any legal or equitable rights or remedies you may have against Company, and release Company from any and all liability, arising from your use of and interaction on any Third-Party Content and from your interaction with any Third-Party Source. If you have any query or complaint regarding a Third-Party Source or any Third-Party Content, you agree to contact the Third-Party Source directly.
10. DISCLOSURE
We reserve the right to access, read, preserve and disclose any information that we obtain in connection with the Website, and your use thereof, as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce the Website terms, including to investigate potential violations of them; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of Company, its users or the public.
11. CONFIDENTIALITY
In performing the Services hereunder, the Contractor may be exposed to confidential and proprietary information of the Company or of Third-Party entities providing content or materials to the Company for translation or localization or any other purposes (“Confidential Information”). All such Confidential Information shall be subject to the terms and conditions of a Non-Disclosure Agreement. Please check the terms of the Non-Disclosure Agreement here. The Terms of the NDA form an integral part of this Agreement. User shall indemnify and hold harmless the Company from and against any payments, costs, expenses, losses, claims, damages, and suits (including reasonable legal fees) arising in any way from a Third-Party claim related to the Services and/or due to User’s breach of its obligations and warranties under this Agreement. User’s indemnity obligations shall survive the termination of this Agreement.
12. NON – EXCLUSIVITY
This Agreement is not, and will not be construed as, exclusive and shall not limit Company from engaging for the purpose of providing Services with any third party, which are equal or similar to the Services rendered hereunder by Service Provider.
13. NON – SOLICITATION
User undertakes that during the term of engagement with the Company and for a period of 12 months thereafter: (i) User shall not, directly or indirectly, solicit, hire or retain as an employee, service provider or otherwise, any employee of the Company or induce or attempt to induce any such employee to terminate or reduce the scope of such employee’s engagement with the Company; and (ii) User shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any consultant, Service Provider, agent, distributor, customer, User or supplier of the Company to terminate, reduce or modify the scope of such person’s engagement with the Company.
Exhibit A: Service Provider Additional Representations and Warranties:
BLEND Service Provider Agreement
This Service Provider Agreement is made between You and BLEND (each a “Party”) in order to provide Translation and other Localization Services (the “Service”). By using/providing the Service, You agree to the BLEND Terms of Service detailed above, to the BLEND NDA, the BLEND Translation Guidelines, and to the terms detailed in this Service Provider Agreement, If You do not agree with the terms of this Agreement, You may not use the Service and You may not provide any Services to BLEND.
Term and Termination
1.1. Agreement Term: Your engagement with BLEND commences on the date when You accept and agree to this Agreement and shall continue until either Party terminates it by providing notice as outlined herein.
1.2. Termination by BLEND: BLEND reserves the right to terminate this Agreement immediately by providing notice to You if any of the following circumstances occur:
1.2.1. Violation of the terms and conditions set forth in the BLEND Translation Guidelines, BLEND Code of Conduct, BLEND NDA and/or this Agreement.
1.2.2. Disclosure of Your contact information to customers or attempting to contact customers outside of the BLEND platform.
1.2.3. Failure to follow instructions and maintain professional and courteous communication with customers, fellow Service Providers, and/or BLEND staff.
1.2.4. Creation of multiple BLEND accounts for any reason.
2. BLEND NDA
2.1. Acknowledgment of NDA: By entering into this Service Provider Agreement, you acknowledge and confirm that you accept the terms in the Non-Disclosure Agreement (NDA) with BLEND, which governs the confidentiality and protection of sensitive information.
2.2. By accepting this Service Provider Agreement, you acknowledge and agree to perform the Services exclusively through the BLEND Platform, unless otherwise instructed by the BLEND team. You are prohibited from working on Client materials or storing copies of them on your personal computer or any other external storage device.
2.3. Recapitulation of NDA Sections: To ensure clarity and reinforce your understanding, the following main sections of the NDA are reiterated herein:
2.3.1. Definition of Confidential Information: all of Client’s materials, Client information and any information you receive from BLEND constitute confidential information under the NDA.
2.3.2. Obligations of Confidentiality: Your obligations to maintain the confidentiality and security of any confidential information disclosed to you during the course of your engagement as a Service Provider. You may not use, copy, share, or distribute Confidential Information. You may not mention or discuss Customer content or information, outside of the BLEND platform.
2.3.3. Non-Disclosure: The prohibition against disclosing or sharing confidential information with unauthorized individuals or third parties without prior written consent.
2.3.4. Use of Confidential Information: Restrictions on the use of confidential information solely for the purpose of performing translation services as outlined in this Service Provider Agreement.
2.3.5. You are strictly prohibited from saving, storing, or retaining any Client Materials under any circumstances. This includes instances where you have declined to take a job. Client materials refer to any confidential or proprietary information provided by BLEND and/or the Client. You must delete all Client Materials within 30 days after completing a job or once you no longer require them.
3. BLEND Quality Requirements
3.1. You are required to adhere to the BLEND Translation Guidelines and meet the quality expectations and any other instructions or requirements specific to each Project. These guidelines encompass various aspects of translation, including but not limited to semantics, lexicology, linguistics, writing style, and format. It is crucial to accurately interpret and translate the source content while maintaining consistency and coherence in the target language. You must carry out the work in a professional manner and personally perform the tasks.
3.2. Precision in Semantics and Lexicology: Your translations should accurately convey the intended meaning and nuances of the source text, considering the specific semantic and lexicological aspects outlined in the Translation Guidelines. Pay close attention to contextual understanding, idiomatic expressions, cultural references, and any other relevant linguistic considerations.
3.3. Linguistic Proficiency and Fluency: Demonstrating a high level of linguistic proficiency is essential. Your translations should showcase grammatical accuracy, syntactical correctness, appropriate word choice, and the ability to effectively convey the message in the target language. Adhere to the rules and conventions of grammar, punctuation, and sentence structure specific to the target language.
3.4. Writing Style and Tone: Adhere to the recommended writing style and tone specified in the Translation Guidelines. Adapt the translation to the desired level of formality or informality, as instructed for each project. Maintain consistency in terminology, register, and overall writing style throughout the translation.
3.5. Formatting Requirements: Pay attention to any formatting instructions provided in the Translation Guidelines. Ensure that the layout, structure, headings, and other formatting elements are accurately reproduced in the translated document, adhering to the prescribed format.
3.6. Consequences of Machine Translations: Submission of machine translations, whether intentional or inadvertent, is strictly prohibited. Any such submission may result in immediate termination of the project and/or this Agreement, without prior notice.
3.7. Prior to submitting your translation, you should perform a thorough self-examination to ensure the quality and accuracy of your work. This self-examination stage serves as an opportunity for you to review your translation, identify and correct any errors or inconsistencies, and ensure that it adheres to the BLEND Translation Guidelines. During the self-examination stage, carefully assess the following aspects of your translation: Language Accuracy, Consistency, Contextual Appropriateness and Adherence to Guidelines. By conducting a diligent self-examination, you can enhance the overall quality of your translations and minimize the likelihood of errors or discrepancies. The self-examination stage should be completed prior to submitting the translation, and any necessary revisions or corrections should be made before the final submission.
3.8. Any submission of machine translations may result in immediate termination of the Project and/or this Agreement, without prior notice to you.
3.9. You are responsible for exercising careful judgment and acting in the best interest of BLEND. If you identify any problems with a Project, particularly available ones, You should be proactive and notify the Support team. Use the “Dismiss” button, or the “TBT – Translators BLEND Talk” option to report any issues, and if necessary, submit a support ticket. Examples of possible problems include ordering the wrong language pair, offensive source content, incorrect word count, or any suspicious or special customer requests mentioned in the brief section.
3.10. Communication with BLEND Clients (“Clients”): You are expected to provide prompt and professional responses to Clients and to the BLEND representatives.
Translators utilizing any of the communication channels within the BLEND proprietary project and content management system, including but not limited to BLENDTalk and the Discussion Board, hereinafter referred to as ‘communication channels’, are expected to always maintain a professional and respectful demeanor.
The communication channels should only be used for purposes directly related to project completion and client queries.
Carefully read and promptly respond to Clients’ comments and inquiries submitted through the Discussion Board, or communicated through the BLEND team, in a clear and professional manner. Refrain from using abusive or profane language, making excuses, or providing personal background information. Strive to handle disputes professionally and efficiently. It is crucial to be attentive to alerts from BLEND and/or Clients as timely communication is often crucial.
Any misuse of the communication channels, including but not limited to solicitation of higher payments, disparaging remarks about the company, or other unprofessional conduct, is strictly prohibited.
Any violation of this policy may result in immediate suspension or termination of access to the communication channels and could lead to further legal action. The Company reserves the right to take appropriate measures, including the termination of collaboration, and will not be held responsible for any loss incurred by the translator because of such action.
By using the communication channels, you acknowledge and agree to adhere to these guidelines and understand that any breach of these terms may result in the suspension or termination of your access to our proprietary project management and content management system.
3.11. Projects Availability: Accept only those Projects that you can immediately work on and complete the Service satisfactorily. Once you accept a Project, it becomes inaccessible to other Service Providers. Before accepting a Project, ensure that you have the necessary time, knowledge, and skills to complete it within the specified deadline.
3.12. Failing to provide the Services after accepting a Project, allowing Projects to expire, declining a Project after a considerable time has passed, or submitting incomplete translation will all be considered as a violation of the terms in this Agreement.
3.13. BLEND Leveling System (the “Leveling System”):
3.13.1. The leveling system at BLEND is determined through a comprehensive evaluation process that considers various factors, including Language Leader reviews (LL), Quality Assurance scores (QA), and client feedback. These components are carefully assessed and combined to calculate an average score that determines the Service Provider’s level within the system.
3.13.2. The weighted score derived from these components is used to assign the appropriate level to each Service Provider. This level designation helps ensure that Service Providers with proven capabilities and consistent performance are allocated to a majority of projects, fostering client satisfaction and maintaining high-quality standards.
3.13.3. The Leveling System is subject to periodic review and adjustment based on the evolving needs of BLEND and the performance of Service Providers. BLEND reserves the right to modify the parameters and weightage assigned to each component of the Leveling System to maintain fairness and accuracy in the evaluation process.
3.13.4. By participating as a Service Provider on the BLEND platform, you agree to the inclusion of Language Leader reviews, Quality Assurance scores, and client feedback, and any other factor, to be determined by BLEND in the calculation of the Leveling System.
3.14. BLEND Community Forum (the “Forum”): The Forum is an exclusive online platform accessible to BLEND certified Service Providers only. It serves as a dedicated hub for fostering professional interaction, facilitating knowledge sharing, and promoting collaborative engagement among certified Service Providers within the BLEND network. In addition to fostering professional interaction and knowledge sharing, the Forum upholds the same high standards of conduct and communication as required in the translation process. You are expected to maintain a professional demeanor and adhere to the guidelines and code of conduct established by BLEND while participating in the Forum.
4. Payment for the Services
4.1. You will be informed of the compensation rate (the “Payment”) for each Project on the Project Page before accepting the Project. The Payment may change according to actual Translation Memory matches.
4.2. Payment deductions and fines for low-quality Service: BLEND reserves the right, to deduct payment or apply fines if the delivered service does not meet the required quality standards and/or the Project brief instructions, and/or any other terms specified in this Agreement. In such cases, BLEND may reduce the Payment amount or impose fines based on the severity and impact of the quality issues identified. The decision to deduct payment or apply fines will be communicated to you, along with an explanation of the reasons for the deduction or fine. You agree to accept and comply with any such deductions or fines imposed by BLEND.
4.3. You agree to receive the Payment through our designated supported payment options (“Payment Options“) in US dollars. The list of Payment Options can be found on our support page. Wire transfers or alternative payment methods will not be utilized. Payments will only be processed upon your request by submitting a convert request from your BLEND Balance, and after successfully registering with one of our Payment Providers. It is your responsibility to maintain a functional account with the relevant payment provider in order to receive funds from BLEND. any payment delays caused by the services of the payment provider are beyond our control, and we will not be held responsible for such delays.
4.4. When a Service Provider submits Translated and/or Localized Work on the Company’s online portal, it will receive credits for the Service provided, which will be added to its Account, according to a schedule determined by BLEND. Once it reaches the required minimum threshold to withdraw payment, it may ask the Company to convert its earned Company credits into cash. The minimum threshold amount to convert credits into cash may change from time to time but shall not be lower than US$ 20 per payment. The maximum amount to convert credits into cash may change from time to time but shall not be more than US$ 5,000 per payment and US$ 10,000 per month.
4.5. Payments shall be made by the Company within 30 days of the end of the month on which the Service Provider requests the Company to convert its credit to cash. In the event that the Service Provider wishes to receive payment earlier than the aforementioned timeframe, it may incur early withdrawal fees and/or manual handling fees as determined by the Company from time to time.
4.6. BLEND will process payments to Service Providers on the 10th, 20th, and the last day of each month (“Payment Dates”). A payment request should be submitted at least 48 hours prior to the desired Payment Date and may take up to 48 hours to process, following the desired Payment Date. BLEND reserves the right to modify the Payment Dates at its sole discretion. Any changes to the Payment Dates will be communicated to Service Providers in a timely manner.
4.7. The Service Provider agrees that it can ask the Company to convert its earned credits into cash within up to 24 months of the date on which the last Translated and/or Localized Work was submitted by it into the Company’s online portal. After the aforementioned timeframe, payments for provided Services earned but not asked to be converted to cash and paid to the Service Provider through the Company’s system shall no longer be due or payable by the Company.
5. Independent Contractor
5.1. Independent Contractor Relationship: The relationship between the Service Provider and BLEND shall be that of an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the Service Provider and BLEND.
5.2. Responsibilities as an Independent Contractor: As an independent contractor, you are responsible for managing your own time, resources, and work methods to fulfill the obligations under this agreement. You shall have the freedom to accept or decline Projects, subject to the terms and conditions specified herein.
5.3. Independent Tax Obligations: As an independent contractor, You acknowledge and agree that You are solely responsible for your own tax obligations, including income taxes, self-employment taxes, and any other taxes or levies required by applicable laws and regulations.
5.4. Tax Reporting and Compliance: You shall promptly and accurately fulfill all tax reporting requirements and comply with all applicable tax laws and regulations. This includes maintaining accurate records of your earnings and expenses related to the Services provided under this Agreement. BLEND does not provide tax advice. If you have any questions or concerns regarding your tax obligations, it is recommended that you seek advice from a qualified tax professional.
6. Intellectual Property
6.1. No Rights to Client’s Intellectual Property: It is understood and agreed that as a Service Provider, you shall have no rights or claims to any intellectual property or proprietary information belonging to the Client. All rights, including copyrights, trademarks, and other intellectual property rights, shall remain the exclusive property of the Client.
6.2. No Rights to Translation: You acknowledge that the services and translations you provide are solely for the purpose of fulfilling the Client’s requirements. You shall not have any rights or claims to the translated content or any derivative works created as part of the translation process.
7. Indemnification
7.1. Indemnification by Service Provider: You hereby agree to indemnify and hold BLEND harmless against any claims, liabilities, losses, damages, costs, or expenses (including reasonable attorney’s fees) that arise directly or indirectly from or in connection with the following: (i) Your negligent, reckless, or intentionally wrongful acts or breach of any covenants outlined in this Agreement, any violation or alleged violation of a third party’s rights or your failure to perform Service Provider duties in accordance with all applicable laws, rules, and regulations; (ii) a court or agency determination that You are not an independent contractor.
7.2. Limitation of Liability: In no event shall BLEND be liable to you for any indirect, incidental, consequential, or special damages arising out of or in connection with this Agreement.
8. Assignment and Delegation:
You are not permitted to assign, transfer, or delegate any portion of this Agreement without prior written consent from BLEND. BLEND may assign, transfer, or delegate any portion of this Agreement with or without notice to You. Any attempt by You to assign, transfer, or delegate this Agreement without BLEND’s consent will be deemed null and void.
9. Governing Law and Dispute Resolution:
The Agreement is subject to the laws of Israel. Any claims or disputes shall be resolved in the courts located in Tel-Aviv, Israel. Modifications of the Agreement: BLEND reserves the right to modify this Agreement at any time. It is advisable to regularly review the terms. If You do not agree to the modified terms, You should discontinue Your Services.