Last Updated: December 12, 2019
By using the Service in any manner, including but not limited to visiting or navigating any part of the Site, all Users agree to be bound by this Agreement, including those additional terms and conditions and policies that may be referencedin this Agreement. Lango has the sole discretion to terminate a User’s use or membership with the Site for any such User’s non-compliance with this Agreement.
NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, SET FORTH BELOW, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH LANGO. PLEASE READ IT CAREFULLY.
If you have any questions, please refer to the “Contact Us” section.
Lango provides a secure platform where Customers who visit the Site can learn about LSPs’ services and make purchases of such service from the applicable LSPs. In one aspect of the Site, the Customer may elect to work directly with Lango who will secure translation services on the Customer’s behalf (“Concierge Service”). Under the Concierge Service, the Customer will be assigned a Lango Customer Service, who will assist the Customer with the translation services, and Lango will provide the translated work product by the required deadline. In another aspect of the Site, Customers may select and purchase translation services from a LSP (“Self Service”). In the unlikely event that a Self Service Customer has an issue with the services provided by an LSP, the Self Service Customer should contact Lango customer service.
Age. Lango is available only to, and may only be used by, individuals who are 18 years of age and older, and who can form legally binding contracts under applicablelaw. By registering with the Service, you represent and warrant that you are at least18 years old and that all registration information you submit is accurate and truthful. We have the sole discretion to refuse access to or use of the Site to any person or entity, and to change the eligibility criteria, in each case, at any time. The foregoing is void where prohibited by law and the right to access Lango is revoked in such jurisdictions.
Password. Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality.You agree not to provide your Username and password information in combination to any other party other than Lango without our express written permission. You must immediately notify Lango of any unauthorized use of your password or any breach of security.
Account Transfer. The access rights granted to you under this Agreement are non-transferable without our express written permission. You may not assign or otherwise transfer this Agreement to anyone, including any parent, subsidiaries, affiliated entities or third parties, without our prior written consent. Any attempted assignment or other transfer without such consent is void, and deemed to be a breach of this Agreement. All of our rights and obligations under this Agreement arefreely assignable by Lango. The terms “assignment” and “transfer” includes (a) any sale or transfer of all or substantially all of your assets, (b) a merger, consolidation or reorganization, and (c) a change in ownership.
Right to Refuse Service. We reserve the right, in our sole discretion, to cancel unconfirmed or inactive accounts. Further, we reserve the right to refuse service to anyone, for any reason, at any time.
Compliance. You agree to comply with all applicable laws, including but not limited to, laws regarding online conduct and acceptable content. In addition, you must abide by our policies as stated in this Agreement and all other operating rules, policies and procedures that may be published from time to time on the Service by Lango, each of which is incorporated herein by reference and each of which may be updated by Lango from time to time.
Fees/Taxes and Payments
Fees and Payments. Lango shall charge, and Customer agrees that it shall pay, the translation fees for translation services provided by Lango or the LSPs at the prevailing rates. The Customer ordering services from Lango is solely responsible forpayment and this obligation is not transferable to a third party, unless approved IN WRITING by Lango and the third party has agreed IN WRITING (by issuance of their own Purchase Order or equivalent) to be billed directly and has agreed to the payments applicable to the Purchase and the Terms and Conditions herein. All payments shall be due no later than thirty (30) days after invoicing. Overdue payments shall bear interest at the lesser of 1 % per month or the maximum rate permitted by law.
Taxes. Depending on your business status and location, Lango may be required to charge any applicable taxes, duties, or levies (including, VAT, GST, etc.) and remit it to the relevant tax authority. If Lango is required under tax laws or regulations to report sales-related information you agree to provide such information to Lango. If required in the applicable jurisdictions, Lango reserves the right to collect any taxes from the Customer and pay such taxes to the relevant tax authority.
Definition. “Confidential Information” means non-public information provided by oneparty (“Discloser”) to the other (“Recipient”) that is designated as confidential or reasonably should be considered as such, excluding information that (i) is or becomes public through no fault of the Recipient, (ii) was known to Recipient before the disclosure, (iii) is disclosed to Recipient by a third party without violation of any confidentiality restrictions, or (iv) is independently developed by the Recipient without access to or use of the Discloser’s information. Customer’s Confidential Information includes, but is not limited to, the documents and associated information that Customer provides to Lango or the LSPs for translation. Non-disclosure and Non-Use. The Recipient shall (i) only use the Confidential Information of the Discloser to exercise its rights and/or to perform under this Agreement, (ii) use the same degree of care to prevent unauthorized use and disclosure of Discloser’s Confidential Information as it does for its own confidential information, but in no event less than reasonable care, and (iii) with respect to employees, contractors, or agents of Recipient, limit access to the Discloser’s Confidential Information only to those employees, contractors, or agents who have a need to access such Confidential Information and who are subject to confidentiality obligations at least as restrictive as those specified in this Section 5. The Recipient may disclose the Discloser’s Confidential Information to the extent required by any court, governmental body, or law or regulation, provided that, if legally permissible, Recipient shall provide prompt written notice to the Discloser of such disclosure. Upon written request of the Discloser, the Recipient shall return or destroy, at Discloser’s option, the Discloser’s Confidential Information.
Prohibited, Questionable and Infringing Services and Activities by All Users
While Lango provides a highly secure platform, we provide areas on the Site where you can publicly post submit information and content about yourself or your business and can communicate with others. Please use common sense and good judgment when posting in these community spaces or sharing your personal information with others on Lango. By engaging in such conduct, you acknowledge your understanding that any such information or content you supply to these community spaces may be accessible by other users and may appear on other websites or web searches, and therefore, this information could be read, collected, and used by others throughout the world. Each User is solely responsible for his/her/its conduct and activities on and regarding these community spaces and any and all data, text, information, Usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, "Content") that the User posts and displays on these community spaces.
Shipping and Delivery
For Concierge Service Customers, all terms and conditions of shipping of services shall be set forth
For Self Service Customers, all terms and conditions of shipping and delivery of services sold and purchased on the Service will be as set forth by the LSP in LSP’s listing. Should a Self Service Customer have an issue with an LSP regarding the shipping and delivery of services, the Customer should address the issue with the LSP and may also contact their Lango Customer Service Representative.
Content, Material & Licenses
We own all legal right, title and interest in and to the Service, including any intellectual property rights which are embodied in the Service, whether those rights happen to be registered or not, and wherever those rights may exist. Lango, and other Lango graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Lango, Inc. in the U.S. and/or other countries. No User has any right to use any of Lango’s trade names, trademarks, service marks, logos, domain names and other distinctivebrand features, and trade dress, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner.
As part of any solicitation or transaction for language services, Customer may obtain contact information, including email address and shipping information, about an LSP. This contact information shall only be used for that transaction or for Lango-related communications. Customer shall not solicit or induce any employee, translator, interpreter of Lango or an LSP engaged in the provision of services to Customer to leave the employment or engagement of Lango. Customer acknowledges that Lango shall be entitled to injunctive or other equitable relief in order to enforce this provision.
Information Control/Third Party Sites
Lango has limited control of the User Content provided by Users and that is made available on the Service. You may find some User Content to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks of dealing with international trade and foreign nationals. By using the Site, Users agree to accept such risks and that Lango and itsofficers, directors, agents, subsidiaries, joint ventures, employees, suppliers, licensors and representatives (collectively, Lango’s “Affiliates”), are not responsible for any and all acts or omissions of Users on the Site. Please use caution, common sense, and practice safe buying and selling when using the Service.
Other Resources: Lango is not responsible for the availability of outside websites or resources linked to or referenced on the Service. We do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. Users agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resources.
Although Lango attempts to maintain the integrity and accuracy of the information on the Service, we make no guarantees as to its correctness, completeness, or accuracy. The Service may contain typographical errors, inaccuracies, or other errors or omissions. Also, unauthorized additions, deletions, or alterations could be made to the Service by other Users or third parties without Lango’s knowledge. If you believe that information found on the Service is inaccurate or unauthorized, please inform Lango by e-mailing us at firstname.lastname@example.org .
In the event a Customer has a problem with the quality of the language service provided by an LSP, timeliness of the services provided by an LSP, or any other issues with an LSP, the Customer should immediately contact their Customer Service Representative and provide all the details of their complaint. After receivingthe information you provided, Lango will work with you to obtain any additional information we need to review your complaint. To the extent that Lango attempts to resolve such disputes: (a) Lango does so in good faith and based solely on its policies. Lango will not make judgments regarding legal issues or claims, and (b) each affected Customer shall promptly respond (in any event within 3 calendar days) to all requests from Lango as well as cooperate with Lango with respect to any such dispute. In the event the dispute remains unresolved, Lango will have the right, but not obligation, to step in and determine how the dispute should be resolved, including, without limitation, issuing a refund, finding a new LSP, providinglanguage services free of charge, reversing a sale or requiring the purchasing Customer to pay for the items in question.
Resolution of Disputes and Release
This Agreement shall in all respects be interpreted and construed with and by the laws of the State of California, without regard to its conflict of law provisions. In the event a dispute arises between a Customer and Lango, the Customer shall provide written notice to Lango to assess the possibility of informal resolution. Absent such informal resolution, any dispute arising from or relating to the subject matter of this Agreement or a User’s use of the Service or relationship with Lango shall be finally settled by binding arbitration in Los Angeles, California, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, LLC. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS.
The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction only for injunctive or other equitable relief pending afinal decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the federal or state courts located in the County of Los Angeles in the State of California. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement, unless expressly noted otherwise herein, including without limitation, this section.
Any arbitration under this Agreement will take place on an individual basis — class arbitrations and class actions are not permitted. You understand that by agreeing to this Agreement, you and Lango are each waiving the right to trial by jury or to participate in a class action or class arbitration. Class arbitrations, class actions, private attorney general actions, consolidation of your dispute with other arbitrations, or any other proceeding in which either party acts or proposes to act in a representative capacity or as a private attorney general are not permitted and arewaived by you, and an arbitrator will have no jurisdiction to hear such claims. If a court or arbitrator finds that the class action waiver in this section is unenforceable as to all or some parts of a dispute, then the class action waiver will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this dispute resolution section is found to be illegal or unenforceable, that provision will be severed with the remainder of this section remaining in full force and effect.
Access and Interference
The Service may contain robot exclusion headers which contain internal rules for software usage. Much of the information on the Service is updated on a real-time basis and is proprietary or is licensed to Lango by the Service’s Users or third-parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Service for any purpose whatsoever, except to the extent expressly permitted by and in compliance with this Agreement or otherwise without our prior express written permission. Additionally, you agree that you will not:
- Take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on Lango’s infrastructure.
- Copy, reproduce, modify, create derivative works from, distribute or publicly display any User or LSP Content (except for your Content) or other allowed uses as set out in this Agreement from the Service except to the extent expressly permitted by and in compliance with this Agreement or otherwise without the prior express written permission of Lango and the appropriate third party, as applicable.
- Interfere or attempt to interfere with the proper working of the Service or any activities conducted thereon.
- Bypass the Service’s robot exclusion headers or other measures we may useto prevent or restrict access to the Service.
Without limiting any other remedies, Lango may, without notice, and without refunding any fees, delay or immediately remove Content, warn Lango's communityof a User's actions, issue a warning to a User, temporarily suspend a User, temporarily or indefinitely suspend a User's account privileges, terminate a User's account, prohibit access to Lango, and take technical and legal steps to keep a Useroff Lango and refuse to provide services to a User if, not intended to be an exclusivelist, any of the following apply:
- We are unable to verify or authenticate any of the User’s personal information or Content.
- We believe that a User is acting inconsistently with the letter or spirit of Lango's policies, has engaged in improper or fraudulent activity in connection with the Service or the actions may cause legal liability or financial loss to Lango's Users or to Lango itself.
LANGO AND ITS AFFILIATES PROVIDE THE SITE "AS IS" and “AS AVAILABLE”, AND WITHOUT ANY WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. LANGO HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTIES, WHETHER IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK AND THAT LANGO AND ITS AFFILIATESDO NOT REPRESENT OR WARRANT TO YOU THAT: (i) YOUR USE OF THE SITE WILL MEET YOUR REQUIREMENTS; AND (ii) YOUR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, VIRUSES, OR OTHER HARMFUL MATERIALS. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
LANGO AND ITS AFFILIATES SHALL NOT BE LIABLE TO YOU FOR: (i) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, ANY LOSS OF PROFIT OR REVENUES (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;AND (ii) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING, BUT NOT LIMITED TO, LOSS OR DAMAGE AS A RESULT OF (a) ANY CHANGES WHICH WE MAY MAKE TO THE SITE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN PROVIDING THE SITE (OR ANY SERVICES OFFERED THROUGH OR FEATURES WITHIN THE SITE), (b) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SITE, (c) YOUR FAILURE TO PROVIDE LANGO WITH ACCURATE ACCOUNT INFORMATION, (d) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, (e) YOUR USE OR MISUSE OF THE SITE, (f) ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, AND/OR (g) HYPERLINKS TO WEB SITES OR CONTENT OR RESOURCES PROVIDED BY COMPANIES OR PERSONS OTHER THAN LANGO. THESE FOREGOING LIMITATIONS ON OUR LIABILITY SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. INNO EVENT SHALL LANGO’S AGGREGATE LIABILITY FOR ANY DAMAGES EXCEED THE GREATER OF ONE HUNDRED UNITED STATES DOLLARS ($100) OR THE AMOUNT YOU PAID LANGO IN THE PAST TWELVE (12) MONTHS.
YOU AGREE TO INDEMNIFY AND HOLD LANGO AND ITS PARENT, SUBSIDIARIES, AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AND SUPPLIERS, HARMLESS FROM AND AGAINST ALL DAMAGES, COSTS (INCLUDING, WITHOUT LIMITATION, SETTLEMENT COSTS), LOSSES, EXPENSES, AND LIABILITIES (INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) RELATING TO ANY CLAIM OR DEMAND ASSERTED BY ANY PARTY AGAINST LANGO AND/OR ITS AFFILIATES ARISING FROM OR RELATED TO YOUR ACTIVITIES, USE, BREACH, VIOLATION, INFRINGEMENT OR ANY OTHER CONDUCT ON OR THROUGH THE SITE.
We reserve the right to handle our legal defense however we see fit, even if you areindemnifying us, in which case you agree to cooperate with us so we can execute our strategy.
Severability. If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions ofthis Agreement shall remain in full force and effect.
No Employment or Agency. Lango is not an employment service and does not serve as an employer of any User (LSP, Customer or otherwise). Lango is not be liable for any tax or withholding, including but not limited to unemployment insurance, employer's liability, social security or payroll withholding tax in connection with any use of the Service. By using the Service, Users understand and agree that, if Lango is found to be liable for any tax or withholding tax in connection with your use of theService, then you will immediately reimburse and pay to Lango an equivalent amount, including any interest or penalties thereon.
No Agency Relationship. No brokerage, agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement. Without limiting the foregoing, except as expressly set forth herein,Lango is not acting and does not act as an agent for any Customer or any other User or visitor of the Service.
Lango Service. Lango reserves the right to modify, limit, suspend or terminate any and all parts of the Service (or any feature thereof) for any reason, without notice, at any time. Lango reserves the right to alter this Agreement or other Lango policiesat any time, so please review the policies frequently.
Amendments. Lango may amend this Agreement at any time, and from time to time, in our sole and absolute discretion, without any notice to you. You should regularly review this Agreement as posted on the Service or the Site on this page to check for amendments. You understand and agree that if you use the Service after the date on which these amendments have been applied to the Agreement, Lango will treat your continued use of the Service as acceptance of the updated terms. You may not amend this Agreement at any time without our prior written consent.
No Waiver. You agree that if Lango does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which we have the benefit of underany applicable law), it shall not constitute a waiver of Lango’s rights, and as such, those rights or remedies will still be available to Lango. Nothing in this Agreement shall prevent Lango from complying with the law and these terms do not confer any third party beneficiary rights.
Survival. Any provision of this Agreement shall survive any termination or expiration of this Agreement to the extent required to enforce any rights or obligations accrued thereunder prior to or as a result of such termination.
Notices. Except as explicitly stated otherwise, any required notices to Lango shall be sent via postal mail to [Lango, Attn: Legal Department, 555 W. 5th Street, Floor 35, Los Angeles, CA 90013 (“Legal Department”) and any required notices to Users (in the case of Lango) shall be sent to the email address provided to Lango. Notice sent by email shall be deemed given twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, Lango may elect, at its own discretion, to deliver notice by certified mail, to the address you provided to Lango. In such case, notice shall be deemed given 3 days after the date of mailing.
Disclosures. The services hereunder are offered by Lango, Inc. located at 555 W. 5thStreet, Floor 35, Los Angeles, CA 90013. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.
Notice for Users in California. This notice is for Users of the Site residing in the State of California. Please be advised that the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be reached by mail at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (800) 952-5210.
Contact. If you have any questions about this Agreement, please contact Lango’s Legal Department.