Terms of Service

1. CONTRACTUAL RELATIONSHIP

These Terms of Use (“Terms”) govern the access or use by you, an individual, of applications, websites, content, products, and services (the “Services”) made available by 360 Interpreters Academy LLC, and its subsidiaries and affiliates (collectively, “360”). Please read these terms carefully before accessing or using the services. In these Terms, the words “including” and “include” mean “including, but not limited to.” Your access and use of the Services constitutes your agreement to be bound by these Terms, which establish a contractual relationship between you and 360. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. 360 may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason. Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services. 360 may amend the Terms related to the Services from time to time. Amendments will be effective upon 360’s posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

2. THE SERVICES

The Services constitute Over the Phone Interpretation, Video Interpretation, Translation, Localization, Training and a technology platform (“360 Platform”) that enables clients (“Clients”) of 360’s mobile applications –once released - or websites provided as part of the Services (each, an “Application”) to get real time interpretation services with third party providers of such services, including independent third party interpretation providers under agreement with 360 or certain of 360’s affiliates (“Providers”). You acknowledge that 360 does not provide interpretation services all the time as an interpretation provider. Sometimes, it is up to the third-party providers to decide whether or not to offer an interpretation service to a client contacted through 360. Each interpretation service provided by a third-party provider to a client shall constitute a separate agreement between such persons.

License

Subject to your compliance with these Terms, 360 grants you a limited, non-exclusive, non- sublicensable, revocable, non-transferrable license to: (i) access and use the Applications on your device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services. Any rights not expressly granted herein are reserved by 360 and 360’s licensors.

Restrictions

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by 360; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks. Third Party Services and Content the Services may be made available or accessed in connection with third party services and content (including advertising) that 360 does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third-party services and content. 360 does not endorse such third-party services and content and in no event shall 360 be responsible or liable for any products or services of such third-party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited will be a third-party beneficiary to this contract if you access the Services using Applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third-party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third-party beneficiary’s terms of service.

Ownership

The Services and all rights therein are and shall remain 360’s property or the property of 360’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner 360’s company names, logos, product and service names, trademarks, or services marks or those of 360’s licensors.

3. YOUR USE OF THE SERVICES             

User Accounts

In order to use most aspects of the Services, you must register for and maintain an active user Services account (“Account”). Account registration requires you to submit to 360 certain personal information, such as your name, email, and mobile phone number. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by 360 in writing, you may only possess one Account.

User Requirements and Conduct

You may not authorize third parties to use your Account. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes. You will not in your use of the Services cause nuisance, annoyance, or inconvenience, whether to the Third-Party Provider or any other party.

Text Messaging

By creating an Account, you agree that the Services may send you informational text (SMS) messages as part of the normal business operation of your use of the Services.

Push Messaging

By creating an Account, You agree that the 360 Platform may send You push notifications through your mobile device as part of the normal business operation of your use of the 360 Platform.

Email

By creating an Account, You agree that the 360 Platform may send you email notifications as part of the normal business operation of your use of the 360 Platform.

Promotional Codes

360 may, in 360 sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third-Party Provider’s services, subject to any additional terms that 360 establishes on a per promotional code basis (“Promo Codes”).

You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by 360; (iii) may be disabled by 360 at any time for any reason without liability to 360; (iv) may only be used pursuant to the specific terms that 360 establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. 360 reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that 360 determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms. User Provided Content 360 may, in 360’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to 360 through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to 360, you grant 360 a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and 360’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant 360 the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor 360 use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by 360 in its sole discretion, whether or not such material may be protected by law. 360 may, but shall not be obligated to, review, monitor, or remove User Content, at 360’s sole discretion and at any time and for any reason, without notice to you.

Network Access and Devices

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. 360 does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

4. RESTRICTED ACTIVITIES

With respect to your use of the 360 Platform, you agree that you will not:

·         Impersonate any person or entity;

·         Disclose information related with Services without explicit consent from the other party

·         Violate any law, statute, ordinance or regulation;

·         Interfere with or disrupt the Services or the 360 Platform or the servers or networks connected to the 360 Platform;

·         Post Information or interact on the 360 Platform or Services in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal;

·         Use the 360 Platform in any way that infringes any third party’s rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;

·         Post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;

·         Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the 360 Platform;

·         “Frame” or “mirror” any part of the 360 Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose; or

·         Modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the 360 Platform or any software used on or for the 360 Platform;

·         Rent, lease, lend, sell, redistribute, license or sublicense the 360 Platform or access to any portion of the 360 Platform;

·         Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the 360 Platform or its contents;

·         Transfer or sell your user account, password and/or identification to any other party; or

·         Cause any third party to engage in the restricted activities above.

We reserve the right, but we have no obligation, to suspend or deactivate your user account if you do not comply with these prohibitions

5. DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNITY

Disclaimer

The services are provided “as is” and “as available.” 360 disclaims all representations and warranties, express, implied, or statutory, not expressly set out in these terms, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. In addition, 360 makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the services or any services or goods requested through the use of the services, or that the services will be uninterrupted or error-free. 360 does not guarantee the quality, suitability, or ability of third-party providers. You agree that the entire risk arising out of your use of the services, and any service or good requested in connection therewith, remains solely with you, to the maximum extent permitted under applicable law.

Limitation Of Liability

360 shall not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost data, personal injury, or property damage related to, in connection with, or otherwise resulting from any use of the services, even if 360 has been advised of the possibility of such damages. 360 shall not be liable for any damages, liability or losses arising out of: (i) your use of or reliance on the services or your inability to access or use the services; or (ii) any transaction or relationship between you and any third-party provider, even if 360 has been advised of the possibility of such damages. 360 shall not be liable for delay or failure in performance resulting from causes beyond 360’s reasonable control. In no event shall 360’s total liability to you in connection with the services for all damages, losses and causes of action exceed one hundred US dollars (us $100).

360’s services may be used by you to request interpretation services with third party providers, but you agree that 360 has no responsibility or liability to you related to any interpretation services provided to you by third party providers other than as expressly set forth in these terms. The limitations and disclaimer in this section 5 do not purport to limit liability or alter your rights as a consumer that cannot be excluded under applicable law.

Indemnity

You agree to indemnify and hold 360 and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) 360’s use of your User Content; or (iv) your violation of the rights of any third party, including Providers.

6. DISPUTE RESOLUTION

Arbitration

You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be settled by binding arbitration between you and 360, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and 360 are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and 360 otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules and Governing Law

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Florida and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure

Unless you and 360 otherwise agree, the arbitration will be conducted in Sussex County, Delaware. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and 360 submit to the arbitrator, unless you request a hearing, or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration, you will not be entitled to an award of attorneys’ fees and expenses, as per the applicable law. 360 may seek to recover attorneys’ fees and expenses if 360 prevails in arbitration.

Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

Changes

Notwithstanding the provisions of the modification-related provisions above, if 360 changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by providing 360 written notice of such rejection by mail or hand delivery to: 360 Interpreters Academy LLC, Attn: Legal, 16192 Coastal Highway, Lewis, Delaware, 19958, or by email from the email address associated with your Account to: [email protected], within 30 days of the date such change became effective, as indicated in the “Last update” date above in order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this “Dispute Resolution” section. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and 360 in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these terms (or accepted any subsequent changes to these terms).

7. OTHER PROVISIONS

Choice Of Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without giving effect to any conflict of law principles.

Claims Of Copyright Infringement

Claims of copyright infringement should be sent to 360’s designated agent. Please visit 360’s web page at 360smartlingo.com for the designated address and additional information.

Notice

360 may give notice by means of a general notice on the 360 Platform, electronic mail to your email address in your account, text to your mobile phone in your account. Such notices shall be deemed to have been given upon the expiration of 12 hours after sending by email or text. You may give notice to 360, with such notice deemed given when received by 360, at any time by first class mail or pre-paid post to 360 Interpreters Academy LLC, Attn: Legal16192 Coastal Highway, Lewis, Delaware, 19958

General

You may not assign these Terms without 360’s prior written approval. 360 may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of 360’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, 360 or any Third-Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is considered to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall be enforced to the fullest extent under law. 360’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by 360 in writing.