Ollang Terms of Use
Last updated: May 28, 2024
Please review these terms carefully. By registering for an account or otherwise accessing or using the service, you agree to be bound by the terms of this agreement, including any updates or revisions to the terms or any policy. This agreement provides that almost all disputes between you and us are subject to binding arbitration as well as a waiver of class action rights and any right to a jury trial.
1. Acceptance of Terms
This Agreement (this "Agreement"), including the BINDING ARBITRATION AND CLASS ACTION WAIVER CONTAINED HEREIN, is entered into by and between Ollang Inc. ("Ollang," "we," "us," or "our") and you ("Customer," "you" or "your") (each herein also referred to individually as a "Party," or collectively as the "Parties"). Ollang offers simple and efficient transcription, video caption, translation, and other related document services through its proprietary online platform accessible from the website and associated domains of https://www.ollang.com, https://lab.ollang.com/ (collectively, "Site") and Ollang's desktop or mobile applications ("Apps"), all of which may be updated from time-to-time, including any successor websites and domains, and web, mobile or desktop applications (the Site together with the Apps, the "Service"). Any access to or use of the Service is subject to the terms and conditions in the Terms of Service ("Terms") set forth herein. Ollang may, at its discretion, update the Terms at any time. If you are entering into the Terms on behalf of a company or other legal entity, you represent and warrant that you are authorized and lawfully able to bind such entity to the Terms. You represent and warrant that you are: over eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater; of legal age to form a binding contract; not a person barred from using the Service under the laws of your country of residence or any other applicable jurisdiction; not located in a country that is subject to a U.S. Government embargo or designated by the U.S. Government as a "terrorist supporting" country; and not listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List. If you do not have such authority, or if you do not agree with the terms, you may not access or use the service.
2. Grant of Rights
Ollang grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to (a) access and view pages within the Service; (b) to access and use any online software, applications or other similar components made available through the Service, only within the Service and only in the form found within the Service; and (c) install, run and use the Apps on a device that you own and control, in executable, machine-readable, object code form only. All rights granted to you under this Agreement are subject to your compliance with the Terms in all material respects. Limitation of Liability: Notwithstanding anything in this agreement to the contrary, Ollang's liability arising from (i) death or personal injury caused by negligence, (ii) fraudulent misrepresentation, or (iii) any other loss or damages for which such limitation is expressly prohibited by applicable law, shall be unlimited. Subject to section 3(a), the maximum aggregate monetary liability of Ollang and any of its representatives in connection with this agreement under any theory of law shall not exceed actual damages incurred up to the greater of: an amount equal to six times the fees payable by the customer for the use of the services that are the subject of the claim in the first month in which fees are charged under this agreement, or the total amount paid by the customer to Ollang for the use of the platform or services that are the subject of the claim in the 12 months immediately preceding the event(s) that first gave rise to the claim.
3. Definitions
"Applicable Law" means all applicable laws and regulations, including any relating to workplace safety, anti-money laundering, anti-corruption, privacy, data protection, export control or transactions with foreign nationals. "Aggregate Data" means data that has been aggregated in a manner that does not reveal any personal information and cannot reasonably be used to identify Customer or End Users as the source of such data. "Agreement" means, collectively, the Terms, any Policy, and other addenda which govern Customer's use of the Platform or Ollang's provision of Service. "Credentials" means any user accounts, passwords and other authentication credentials associated with use of the Platform by Customer or End Users. "Customer Data" means all information, content, data and other materials that Customer and End Users submit, upload, email, transmit, process or otherwise make available through the Platform. "Customer Facilities" means Credentials, and any other account, hardware, platform, system or facility within Customer's custody or control. "Emergency Security Issue" means any: (i) use of the Platform by Customer or End Users that disrupts or is reasonably likely to disrupt the availability of the Platform to other users; or (ii) access to the Platform by any unauthorized third party through use of any Customer Facilities. "End Users" means Customer's employees and contractors who access and use the Platform pursuant to this Agreement. "Intellectual Property" means all rights associated with patents and inventions; copyrights, mask works and other works of authorship; trademarks, service marks, trade dress, trade names, logos, and other source identifiers; trade secrets; software, databases, and data; and all other intellectual property and industrial designs. "Platform" means Ollang's proprietary platform for simple and efficient transcription, video caption, translation, and other related document services. "Policy" means any privacy or security policy and other guidelines instituted by Ollang or its licensors or service providers, as may be updated from time to time. "Suggestions" means any suggestions, comments, ideas, improvements, or other feedback relating to the Platform that Customer or End Users elect to provide or make available to Ollang. "Support" means the maintenance and support services for the Platform to be provided by Ollang to the Customer as specified in Schedule 1.
4. Customer Obligations
Registration Obligations
You are required to register with Ollang in order to access and use the Service. You agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service's registration form. Registration data and certain other information about you are governed by our Privacy Policy, which can be found at https://ollang.com/privacy
Account, Password, and Security
You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (i) immediately notify Ollang of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session when accessing the Service. Ollang will not be liable for any loss or damage arising from your failure to comply with this Section.
Restrictions
Except as expressly permitted under this Agreement, Customer shall not itself, nor shall it permit any other party to: (i) reproduce, modify, translate, adapt or create derivative works based upon the Platform; (ii) reverse engineer, decode, decompile, disassemble or otherwise attempt to access or derive the source code or architectural framework of the Platform; (iii) access the Platform for purposes of benchmarking or developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Platform; (iv) take any action that imposes an unreasonable or disproportionately heavy load on the Platform or its infrastructure; (v) rent, lease, lend, sell or sublicense the Platform; or (vi) use the Platform in any way that does not comply with all Applicable Law.
Content
You acknowledge and agree that all information, data, text, software, music, sounds, photographs, images, graphics, videos, messages, scripts, tags and other materials accessible through the Service ("Content"), are the sole responsibility of the person from whom such Content originated. You, and not Ollang, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Service. Ollang reserves the right to investigate and take appropriate legal action against anyone who, in Ollang's sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting to law enforcement authorities.
Security
Customer will implement and maintain commercially reasonable security control methodologies to safeguard access to and use of the Platform. All such measures shall comply with prevailing industry standards but in no case consist of less than reasonable care.
Compliance with Law
Customer shall be solely responsible for complying with Applicable Law relating to the Customer's access to and use of the Platform and its collection, storage, processing, and use of Customer Data.
Pricing
We reserve the right to change Ollang's prices at any time without notice. Ollang's pricing will be reflected on the Site. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount.
Taxes
Any and all amounts payable hereunder by Customer are exclusive of any value-added, sales, use, excise, or other similar taxes (collectively, "Taxes"). The Customer shall be solely responsible for paying all applicable Taxes.
5. Intellectual Property
Responsibility for Data
Customer and End Users, and not Ollang, are solely responsible for all Customer Data and giving all required notices and obtaining all necessary consents (including all required permissions from Intellectual Property holders) before submitting Customer Data through or to the Platform.
Customer Ownership
Ollang acknowledges and agrees that, as between Customer and Ollang, Customer owns all rights, title and interest (including all Intellectual Property) in and to Customer Data and any translations, transcriptions, or captions of such Customer Data. During the term of this Agreement, Customer hereby grants Ollang and its service providers a worldwide, royalty-free, non-exclusive license to use, reproduce, modify, adapt, create derivative works from, perform, display, distribute Customer Data as necessary for Ollang to provide access to the Platform to Customer and End Users and to monitor the performance of the Platform.
Ollang Ownership
Customer acknowledges and agrees that, as between Ollang and Customer, Ollang owns all rights, titles, and interests (including all Intellectual Property) in and to the Platform and all improvements, enhancements, or modifications thereto, including all data therein (except for Customer Data).
Aggregate Data
Customer acknowledges and agrees that Ollang may collect or generate Aggregate Data in connection with providing Customer and End Users with access to the Platform, and Customer hereby grants Ollang and its service providers a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Aggregate Data for any lawful purpose.
Suggestions
You acknowledge and agree that any Suggestions provided by you to Ollang are non-confidential, shall become the property of Ollang, and Ollang will be entitled to the unrestricted use and dissemination of these Suggestions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
6. Term, Suspension, and Termination
Term
The terms of this Agreement will commence on the date you begin using the Service and will continue as long as you maintain an Ollang account unless terminated by either party in accordance with the terms of this Agreement. Either party may terminate this agreement upon 30 days written notice to the other party.
Suspension
Ollang reserves the right to suspend the Customer or any End User's access to the Platform in the event of an Emergency Security Issue. Ollang will make commercially reasonable efforts to limit the suspension to the minimum extent and duration necessary to eliminate the Emergency Security Issue.
Termination for Cause
Notwithstanding anything to the contrary, this Agreement may be terminated as follows: (i) by the non-breaching party upon a material breach of this Agreement by the other party, which breach is not cured within thirty (30) days after receipt of written notice from the non-breaching party; or (ii) by either party in the event the other party becomes insolvent or bankrupt.
Events Upon Termination
Upon expiration or termination of this Agreement for any reason: (i) all rights granted by the parties under this Agreement shall immediately terminate, and (ii) Customer shall immediately cease all use of the Platform made available under this Agreement. Within 30 days of Termination, Ollang will return any prepaid, unused fees.
7. Indemnification
Ollang Indemnification
Ollang will defend Customer against any claim, demand, suit, or proceeding ("Claim") made or brought against Customer by a third party alleging that the use of the Ollang Service as permitted hereunder infringes or misappropriates a United States patent, copyright or trade secret and will indemnify Customer for any damages finally awarded against Customer in connection with any such Claim.
Customer Indemnification
Customer agrees that Ollang shall have no liability and Customer shall indemnify, defend and hold Ollang harmless against any Loss to the extent arising from any Claim caused in whole or in part by: Customer's breach of this Agreement or noncompliance with any Policy; use of the Ollang Service by Customer not in accordance with this Agreement; Customer Data; or the combination, operation or use of the Ollang Service with other applications, products or services where the Ollang Service would not by itself be infringing.
8. Confidential Information
Definition
"Confidential Information" means all business or technical information of a party whether it is received, accessed, or viewed by the recipient, whether prior to or after the execution of this Agreement, in writing, visually, electronically, or orally. Confidential Information shall include, without limitation, pricing information, custom service offerings, technical information, marketing and business plans, databases, specifications, formulations, tooling, prototypes, sketches, models, drawings, specifications, procurement requirements, engineering information, product samples, computer software (source and object codes), forecasts, identity or details about actual or potential customers or projects, clinical trials, techniques, inventions, discoveries, know-how and trade secrets.
Non-Disclosure
The recipient will keep secret and will not disclose to anyone any of the Confidential Information, other than furnishing the Confidential Information to Associated Persons; provided that such Associated Persons are bound by agreements respecting confidential information. The recipient will use reasonable care and adequate measures to protect the security of the Confidential Information and to attempt to prevent any Confidential Information from being disclosed or otherwise made available to unauthorized persons or used in violation of the foregoing.
9. Miscellaneous
Independent Contractors
The relationship between Ollang and Customer established by this Agreement is solely that of independent contractors. Neither party is in any way the partner or agent of the other, nor is either party authorized or empowered to create or assume any obligation of any kind, implied or expressed, on behalf of the other party.
Entire Agreement
This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all previous or contemporaneous oral or written negotiations or agreements with respect to such subject matter. In the event of any conflict between this Agreement and any Policy, the terms and conditions of this Agreement shall take precedence.
Governing Law
This Agreement shall be governed by and construed and enforced in accordance with the laws of the United States of America and the State of Texas, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
Arbitration
The parties agree that any action, proceeding, controversy, or claim between them arising out of or relating to this Agreement shall be submitted to binding arbitration in Austin, Texas. The arbitration shall be conducted in accordance with the Commercial Rules of the American Arbitration Association in effect at the time the dispute or claim arose.
Class and Collective Action Waivers
The Customer and Ollang mutually agree that by entering into this Agreement and agreeing to the arbitration provisions set forth herein, both waive their right to have any dispute or claim brought, heard, or arbitrated as a class action and/or collective action, and an arbitrator will not have any authority to hear or arbitrate any class and/or collective action.
Force Majeure
Neither party shall be liable for any failure to perform under this Agreement to the extent due to any act of God, fire, casualty, flood, war, strike, lock out, failure of public utilities, injunction or any act, exercise, assertion or requirement of any governmental authority, epidemic, destruction of production facilities, insurrection or any other cause beyond the reasonable control of the party invoking this provision.
10. Privacy and Data
We are committed to protecting your privacy and handling your data in an open and transparent manner. The personal data that we collect and use about you is set out in our Privacy Policy. Our Privacy Policy also sets out information about cookies used on our site. Our Privacy Policy is available at https://ollang.com/privacy. Ollang will not provide Customer with any services or other consideration in exchange for Customer personal information, or otherwise engage in activities that qualifies as "selling" under applicable law. Ollang will not sell any Customer personal information and agrees to refrain from any use or transfers of Customer personal information that qualifies as selling.