Terms and conditions for the use of Lingbay.com

 

1.                        Application

1.1                    These terms and conditions shall apply to any application of Lingbay.com and represent a binding agreement between Lunarmedia and any User, using Lingbay.com.

1.2                    If you do not agree to these terms, you should immediately cease using Lingbay.com.

2.                        Definitions

2.1                    The following words and expressions (including words denoting the plural etc.) shall, when starting with a capital letter, have the following meanings:

2.1.1               “Agreement” means these terms and conditions, including supplementary agreements, if any.

2.1.2               “Buyer” means any Buyer acquiring services via Lingbay.com.

2.1.3               “Job” means a translation job, requested by a Buyer.

2.1.4               ”Lunarmedia” means the company Lunarmedia ApS, CVR no. 30068068, Hesseløgade 19, 4. tv., DK-2100 København Ø.

2.1.5               ”Lingbay.com” means the website provided by Lunarmedia.

2.1.6               “Provider” means any entity providing services via Lingbay.com.

2.1.7               “Service” means the service or services provided by Lunarmedia to the Users.

2.1.8               “User” means any user of Lingbay.com.

3.                        Amendments

3.1                    Lunarmedia reserves the right to make regular amendments to the Agreement, including by giving notice at Lingbay.com website or by sending an e-mail to the Users, cf. clause 4.

4.                        Contact to Lunarmedia

4.1                    Lunarmedia’s contact details are stated at Lingbay.com.

5.                        Users

5.1                    Lingbay.com shall be used only for business purposes (”business-to-business”) why only lawfully registered businesses shall be entitled to use Lingbay.com.

6.                        Username and password

6.1                    User will determine his own username and password.

6.2                    The User’s username and password are personal and shall be treated in such a manner as to prevent unauthorised use thereof. Any action initiated by using the User’s username and password shall be the User’s sole responsibility and Lunarmedia shall not in any respect be held liable therefore.

6.3                    If the User suspects that the username and the password have been discovered or revealed to others, the said User shall promptly enter its profile at Lingbay.com to change the password. Alternatively, the User can advise Lunarmedia hereof and request access to Lingbay.com is blocked.

7.                        Use of Lingbay.com

7.1                    Any use of Lingbay.com shall be in compliance with Lunarmedia’s code of practice available at Lingbay.com and in force at any time. Failure to meet the code of practice shall be deemed to constitute a material breach of the Agreement. Lunarmedia shall be entitled to issue or change the code of practice giving reasonable notice considering the circumstances.

7.2                    The User may, at his own risk, have the opportunity to store data, files and other material to be used in connection with Jobs at Lunarmedia’s servers. The User warrants that any such stored material does not infringe upon third-party rights, including especially intellectual property rights, and shall by request hold Lunarmedia harmless from and indemnify Lunarmedia against any claim arising from such stored material.

7.3                    If any such claim is raised by a third-party against Lunarmedia in connection with stored material or services etc. provided on the website, Lunarmedia shall be entitled to stop the said Job or delete the said material without notice. The User shall not be entitled to raise any claims against Lunarmedia in that connection. However, Lunarmedia will endeavour – but is not obliged to do so – to give the User notice of any third-party enquiries, when circumstances permit, in order that the User can safeguard his interests.

7.4                    Any person providing services or otherwise via Lingbay.com shall ensure that the provision and offer comply with all relevant legislation, including without limitation intellectual property and marketing laws etc.

7.5                    Lingbay.com may not be used to disseminate unsolicited e-mails or the like (“spam”). Any such use shall be deemed to constitute material breach of the Agreement and gives Lunarmedia the right to terminate the Agreement without notice. If any competent authority contacts Lunarmedia requiring log files etc. to be handed out, Lunarmedia shall be entitled to hand out such material without giving notice to the said User.

7.6                    Lingbay.com may not be used for dissemination of offensive, racist, discriminating or similar content.

7.7                    Lunarmedia provides unmonitored access to third-party content. Lingbay.com is only acting as a venue and/or portal, and has no liability based on, or related to, the third-party content on the site, whether arising under the laws of copyright or other intellectual property, defamation, libel, privacy, obscenity, or any other legal discipline. Lingbay.com may contain links to third-party web sites. Lunarmedia does not control nor always review the websites to which Lingbay.com link. Lingbay.com, therefore, cannot endorse the content, products, services, practices, policies, or performance of such websites, and Users should not treat any link as an endorsement or acceptance of veracity or value.

7.8                    Lunarmedia does not have the resources to nor does it undertake any obligation to, control, research, verify, validate, or approve the content that is received or viewed on Lingbay.com. Lunarmedia require that the User will undertake necessary activities and practices and will use caution and common sense when using Lingbay.com for User's account.

8.                        Prior rating of Providers

8.1                    When a Provider submits an application to join Lunarmedia, Lunarmedia will make a provisional rating of the Provider, based on the information received from the Provider. In connection herewith Lunarmedia will go over the details submitted by the Provider and reject the Provider if Lunarmedia finds that the Provider fails to meet the requirements of Lunarmedia. Lunarmedia shall make its own judgment of an applicant’s aptitude and shall not be obliged to inform the applicant of the reason for rejection.

8.2                    Notwithstanding clause 8.1, Lunarmedia shall not be liable towards Buyers for any rating of a Provider.

9.                        Jobs etc.

9.1                    Execution of jobs

9.1.1               Detailed code of practice and instructions regarding the practical execution of a Job are stated at Lingbay.com.

9.2                    Communication between Buyer and Provider

9.2.1               Any communication about the Job, i.e. the posting of the Job, the quote  and the subsequent agreement, respectively, shall be made via Lingbay.com.

9.3                    Payments between Buyer and Provider

9.3.1               All payments take place between Buyer and Provider directly, e.g. by way of Paypal, and Lunarmedia does not accept any liability in relation to payments.

9.3.2               Buyer and Provider are aware and accept that Lunarmedia receives a fee from Paypal for all payments going through Paypal relating to the use of Lingbay.com.

9.4                    Ownership etc.

9.4.1               Any party providing or offering a service or similar shall warrant to the other party that he is authorised to do so, including that the party is the lawful owner of the service and that it does not infringe upon third-party rights, including intellectual property rights.

9.5                    Transfer of intellectual property right between Provider and Buyer

9.5.1               The performance of a Job shall not entail any transfer of intellectual property right between Buyer and Seller except as follows:

9.5.1.1          The Provider shall be entitled to use the rights vested in the subject matter of the Job (i.e. text to be translated) for the purpose of the execution of the job only.

9.5.1.2          The Buyer shall - subject to the payment of the agreed fee to the Provider - own all intellectual property rights in the transformed text including copyrights which is transferred from the Provider to the Buyer in its entirety, subject however to Danish mandatory law.

9.5.1.3          The transfer in clause 9.5.1.2 is total save as stated above and the Buyer acquires the exclusive, perpetual, globally unlimited right to use the transformed text in any manner or form and in any media, whether presently existing or not, and for any purpose without limitations and without paying additional fees. The Provider expressly waives any moral rights in the transformed text. The parties further agree, that clause 54 of the Danish Copyright Act, should it be applicable, or similar rules shall only apply to such use that has not been notified within 100 years of the creation of the transformed text.

9.5.1.4          Without limiting the general transfer stated above the Buyer is entitled to make copies of the transformed text and to make it available to the public. Further, the Buyer is entitled to sell or transfer the rights acquired hereunder and to amend, change, modify, further develop or in any other manner alter the transformed text.

9.6                    Disputes between Provider and Buyer

9.6.1               Any dispute between Provider and Participant shall be of no concern to Lunarmedia and neither party shall be entitled to raise claims against Lunarmedia in the event that the other party fails to comply with the agreement, if any.

9.6.2               Notwithstanding the above, Lunarmedia shall, if it is drawn to the attention of Lunarmedia that a User is in breach of agreement entered into via Lingbay.com, be entitled without delay to exclude the User in breach from Lingbay.com. The User shall not be entitled to raise any claims against Lunarmedia in that connection.

10.                    Relationship between Lunarmedia and the Users

10.1                 The relationship between Lunarmedia and the Users shall be as independent parties. Neither party shall have any authority or powers to create obligations on behalf of the other party unless there is written permission or power of attorney to do so, which shall be duly signed by the said party’s management authorised to sign.

11.                    Disclaimer

11.1                 The use of Lingbay.com shall be at the User’s own responsibility in any respect.

11.2                 Lunarmedia shall not be responsible for and assumes no liability for non-conformance with the User’s expectations, including availability, or for the Jobs which the said User chooses to offer.

11.3                 Lunarmedia shall thus not be liable to the Users or third-party for any direct or indirect loss, damage or consequential loss, loss of profit or similar. Lunarmedia assumes no liability for loss of data of any nature, including loss or damage to installed software etc.

11.4                 Moreover, Lunarmedia assumes no liability for failure to gain access or unauthorised access to the Users’ data or systems, or damage arising here from.

11.5                 Lunarmedia shall not in any respect be liable for the quality, safety and legality of the services provided by Providers or payments hereof.

11.6                 The above disclaimer shall apply notwithstanding gross negligence by Lunarmedia.

11.7                 Any claim raised against Lunarmedia for compensation can under no circumstances exceed the lowest of the following amounts: 1) the amount which the User has paid to Lunarmedia during a 3 months’ term prior to the time when the basis of liability arises, or 2) DKK 25,000 (say twenty-five thousand Danish kroner 0/100).

12.                    Processing of personal data

12.1                 Your personal information will be processed by Lingbay.com in order to fulfill the agreement with you, perform delivery of products etc. Furthermore, we will process your personal information for marketing of campaigns, offers, new products or services. Your personal information may also be transferred between Lingbay.com and any associated entity within the Lingbay.com organization. By entering into this agreement, You hereby approve such processing of your personal information as set forth above, including processing of your personal identification number, and hereby give such consent as required by the Danish Personal Data Protection Act (https://www.retsinformation.dk/Forms/R0710.aspx?id=828). The consent hereby given can in whole or in part be recalled by you by giving written notice including per e-mail to us. Should you choose to recall your consent, and such recall should make our due performance of the agreement or other obligations difficult, we reserve the right to immediately terminate the agreement. Should you require further information regarding our processing of your personal information, please contact us at the address set forth at Lingbay.com.

13.                    Confidentiality

13.1                 Lunarmedia and the User will keep strictly confidential all business secrets or other confidential information disclosed to or otherwise obtained in connection with the use of Lunarmedia relating to each other and other Users.

14.                    Statistics and data mining

14.1                 Notwithstanding the provisions of clauses 12.1 and 13.1, Lunarmedia shall be entitled to publish statistic data kept anonymous to any third-party in order to promote Lingbay.com, including in the form of advertisements etc. Moreover, Lunarmedia shall be entitled to conduct data mining and similar to increase the efficiency and improve the effectiveness of Lingbay.com and the Users’ benefits of the above.

14.2                 Further, Lunarmedia shall be entitled to “mine” data pertaining to translations done directly on the Lingbay.com site, i.a. with the purpose of building better translation tools etc.

15.                    Force majeure

15.1                 In addition to the above, Lunarmedia assumes no liability for damages in the event of disruptions, suspension of operations, errors, damage etc. due to any circumstances which should not have been anticipated by Lunarmedia or beyond the direct control of Lunarmedia, including lightening, floods, fire, strike, war, terror, stoppage or lock-out (including among Lunarmedia’s staff), overloading of the network, others’ network defects, third-party defects, crash, vira, hacker attacks, DDoS attacks and other similar events.

16.                    Assignment

16.1                 Lunarmedia shall be entitled, in full or in part, to assign the Agreement to a third-party in connection sales or other transfer of all or material parts of Lunarmedia’s activities or assets without the User’s consent.

16.2                 The User is not entitled to assign its rights and/or obligations to a third-party without Lunarmedia’s prior written approval.

17.                    Invalidity

17.1                 If one or more of the provisions under the Agreement be deemed void or unenforceable, the remainder of the Agreement shall remain valid and enforceable.

18.                    Disputes

18.1                 Any dispute arising out of or in connection with the Agreement or non-performance under the Agreement shall be settled according to Danish law, however, not including rules leading to application of other substantive laws than Danish law.

18.2                 Any dispute shall be settled by the City Court in Copenhagen as the agreed court of first instance. However, the choice of venue shall not prevent Lunarmedia from instituting proceedings against the User for failure to pay before the User’s home court or to make claims for interlocutory remedy where any such breach may be committed.