Once you complete the mandatory fields of your profile to register as a Supplier and accept the
If you do not agree with this Agreement, you are not eligible to apply for any Service Tasks on
We reserve the right at all times to discontinue or modify any part of this Agreement as we deem
necessary. When we revise this Agreement, we change the “Last updated” date above and post the
amended and restated Agreement at www.smartcat.ai. We shall notify you by e-mail
or via the Platform about the amended and restated Agreement to ensure that you stay informed of
any such amendments and restatements. Your use of the Platform after 30 calendar days of such
notification shall mean your acceptance of the amended and restated Agreement, unless you
accepted them otherwise earlier.
We provide an online platform that is made available at the Smartcat’s website located at
www.smartcat.ai and represents itself as a technology platform for translation workflow
automation allowing a registered user to automate translation processes and make use of
technologies such as (but not limited to) Translation Memory (as further defined at
www.smartcat.ai), Glossary Management (as further defined at www.smartcat.ai), QA checks, etc.,
as well as tools for collaboration between customers and language professionals, including, but
not limited to translators (collectively the above stated definition is hereinafter referred to
as the “Platform”). The Platform also enables a customer that registered on the Platform and
wishes to receive translation, interpreting and related services (such as, but not limited to
editing and post-editing, proofreading, desktop publishing, etc.) (a “Customer”) to enter into
services agreement with Smartcat and place a service order (the “Service Task”) that contains
the description of its terms, including language of the original text, translation language,
scope of work, deadline and rate per unit (word, character, page or hour, etc.). Suppliers will
express interest in available projects via the Platform to perform the content translation,
interpreting or related services. A supplier can be any individual freelancer or legal entity,
including you, that registered on the Platform (a “Supplier”) and wishes to perform the Service
“Content” means any document, information, data, text, images, software, music, videos,
sound, photographs, graphics, messages or other materials, including any text and/or oral
communication, that a Customer wishes Smartcat to translate or process in the agreed way,
submits it for translation/processing by way of uploading, e-mailing, posting, assigning a task,
publishing or displaying (hereinafter, “upload”) it on the Platform and that the Supplier will
commit to performing as a project in the form of the Service Task.
“Exploit”, “Exploitation” or “Exploiting” in respect of the Completed
content and/or any intellectual property rights in any such Completed content, means produce,
reproduce, use, exploit,
communicate, make available, sell, distribute, prepare, proofread, edit, change, amend, update,
revise, translate, retranslate, commercialise, license, sub–license, assign, waive, copy, issue
copies of such Completed content to the public, rent or lend such Completed content to the
public, perform, show or play such Completed content in public, communicate such Completed
the public, make an adaption of such Completed content or do any of the above in relation to an
adaption of such Completed content or do (or permit or authorise others to do) anything which
is or may be otherwise restricted by the copyright in such Completed content or otherwise use,
exploit and/or deal with all or any part of such Completed content in any form or manner
(including online, offline, and/or in any digital or electronic book form) and anywhere in the
world, including (without any limitation) by preparing sound recording incorporating the
whole or part of such Completed content (or an adaption thereof), by producing and selling any
other devices capable of storing sound including but not limited to electronic or digital
files for transmission over the internet or via other wireless means, by publishing any extracts
or an abridgement of such Completed content in any newspapers (including the online form of
any such newspapers) books, periodicals, in volume or elsewhere (including any maps, diagrams or
illustrations from the Completed content), by publishing an edition with editorial apparatus
or an edition with a limited vocabulary for sale on educational terms by educational sales
methods; and/or by any readings from the text of such Completed content on radio or television
otherwise, by transcription of such Completed content into Braille and/or the recording of such
Translation as a “talking book” for the use of the blind or otherwise.
“Completed content” means the result of your work made with the Content according to the
“User” means a Customer or a Supplier (depending on the context) registered on the
To access and use the Platform as a Supplier, you must be a legal entity or an
individual of eighteen (18) years of age or older who can enter into legally binding contracts.
To become a Supplier, you must accept this Agreement. Once you accept the Agreement you must not
access and use the Platform if you (a) are a competitor of ours, or (b) you reside
or have business activities in a territory included in the economic and financial sanctions
lists maintained by OFAC and/or EU, or are subject to such sanctions in any other way,
or (c) if we have previously banned you from accessing and using the Platform and/or closed your
account on the Platform. We reserve the right, in our sole discretion, to refuse,
suspend, or terminate access to the Platform pursuant to Section 10.
You must create an account and provide certain information about yourself in order
to access and use the Platform. You agree to provide true, accurate and complete information
as prompted by the registration form and all forms you access on the Platform, and to update
this information to maintain its truthfulness, accuracy and completeness. You are responsible
for maintaining confidentiality of your account password. You are also responsible for all
activities that occur in connection with your account. You warrant and undertake to us that any
person using the Platform with your username and password is you or is authorized to act for
you. You agree to notify us immediately if you suspect any unauthorized use of your account.
C. Vetting process
We may, but are under no obligation to, subject you, other Suppliers or
Customers using the Platform to an extensive vetting process before they can register and during
their use of
the Platform, including but not limited to verification of identity and comprehensive criminal
background check, at the regional, national and local level, using third party services as
appropriate. You hereby give us consent to conduct background checks as often as required in
compliance with applicable laws and regulations, as well as our internal policies without any
Although we may perform background checks of you, other Suppliers or Customers using the
Platform, as outlined above, we cannot confirm that each person using the Platform is who he,
she or it claims to be and therefore, we cannot and do not assume any responsibility for the
accuracy or reliability of the identity or background check information or any other information
provided through the Platform.
When interacting with other Users, you should exercise caution and common sense to protect your
personal safety and property, just as you would when interacting with other people
whom you do not know. Neither Smartcat nor its affiliates or licensors shall be responsible for
the conduct, whether online or offline, of any User of the Platform and you hereby release
Smartcat and its affiliates or licensors from any liability related thereto. Smartcat, its
affiliates and licensors will not be liable for any claim, injury or damage arising in
with your use of the Platform.
A. Scope of engagement
As a general rule a Customer may assign a Service Task to Smartcat. If
you are indicated in the Service Task Smartcat shall further instruct you as the Supplier to
perform the Service
Task for Smartcat. You shall be responsible before Smartcat for performing the Service Task and
Smartcat shall be paying you a Fee for the Service Task in accordance with this Agreement.
B. Service Task
The Service Task given to you by Smartcat shall include: scope of task and
other task details as applicable (such as language of the original text, translation language),
and rate per unit (such as word, character, page, hour, etc.), task acceptance, payment and
dispute resolution terms as specified by the Smartcat Customer in each specific Customer
as well as specific requirements to performance of the task by you, if any. The Service Task is
made available to you in your account on the Platform.
C. Scope, term and quality standards
Once you accept the Service Task:
- you are obliged to render Service Task within the agreed scope and term and it should be of
proper quality and satisfy the specific Customer requirements as indicated in the Service
Task or in each specific Customer account, or, where no specific requirements are indicated,
consistent with standard industry practices for such services;
- you are obliged to use your own software, equipment, workplace and premises in order to
provide the services, and you acknowledge that Smartcat shall not provide such software,
equipment, workplace and premises unless you independently obtain such resources from
- you are entitled to independently choose working hours under no control of Smartcat in order
to provide the services;
- you are not restricted from providing similar services to any other customer including
competitors of Smartcat;
- if you do not deliver the results of the Service Task within the agreed scope, term and
quality, we reserve the right, at our sole consideration, to decrease or revoke your fee for
the Service Task, or, depending on the specific circumstances, to stop offering you any or
all Service Tasks from this or other Customers, though you will be still allowed to continue
using the Platform subject to terms of Section 9 herein.
D. Undertakings and covenants
For the purpose of performing any Service Task you hereby covenant and undertake to Smartcat as
- (a) to be bound by confidentiality provisions contained in this Agreement;
- (b) to use any Content solely for the performance of a specific Service Task;
- (c) upon written request of Smartcat or the relevant Customer who disclosed the Content to
you, to delete (destroy) the Content as well as the Completed content from the workspace
in your account on the Platform, as well as any copies, whether in paper or electronic form;
- (d) report immediately to Smartcat if the Content contradicts the applicable ethical or
legislative norms (contains calls for terrorism, coup, etc.);
- (e) to protect the Content and Completed content from unauthorized access of third parties
by way of installing and maintaining market standard anti-virus protection software
on your computer/notebook and using market standard password protection system for access to
your computer/notebook, your personal account on the Platform and any other software
or internet application that may be linked to your personal account on the Platform;
- (f) that the Content on the Platform and/or the Completed content created in the process of
performance of the specific Service Task is not transferred anywhere, not displayed
nor given for use to others, except to Smartcat and the Customer that ordered the Service
Task and provided the Content;
- (g) in case you are an individual freelancer to perform the Service Task personally without
derogating any of its part to anyone else or in case you are a legal entity to
perform the Service Task only with the attraction of your employees, contractors or
affiliated entities provided that each employees, contractors or affiliated entities
for the performance of the Service Task should bind themselves by substantially similar
confidentiality and Completed content assignment provisions as contained herein;
- (h) any Content you upload on the Platform is in full compliance with Regulation (EU)
2016/679 of the European Parliament and of the Counsel of 27 April 2016 on the protection
of natural persons with regard to the processing of personal data and on the free movement
of such data, and repealing Directive 95/46/EC ( “GDPR”) and other applicable personal
data protection laws whereby if such Content contains any personal data of data subjects (as
defined in GDPR) you have properly and duly received the consent for its use, storage,
processing and cross-border transfer from the relevant data subject and comply with all GDPR
requirements set forth for a controller (as defined in GDPR) and applicable to you;
- (i) you comply with the requirements imposed on you by GDPR whenever you collect or receive
from data subjects any Content that contains personal data of such data subjects;
- (j) whenever you receive any Content containing personal data of data subjects from third
parties you did receive similar covenants as contained in this subsection D from
such third parties that they are fully compliant with GDPR and other applicable personal
data protection laws in relation to the Content containing personal data of data subjects.
E. Independent contractor relations
You acknowledge and agree that your relationship with Smartcat is that of independent contractor.
You as any other Supplier shall perform services to Smartcat as an independent contractor.
Nothing in this Agreement shall be deemed to create a partnership, joint venture, agency or
employer-employee relationship between you and the Customer or between Smartcat and yourself.
You will be solely responsible for, and Smartcat shall not provide or be liable for, typical
employee benefits (including but not limited to, health and disability insurance, vacation
and/or paid time off, etc.). You will remain free to perform services for parties other than the
Company; provided, that such services will not conflict or interfere with the performance of
services hereunder, and will not compete with the current or future business of Smartcat. You
further agree and acknowledges that: (a) your relationship with Smartcat is not an employment
relationship; (b) you are solely responsible for determining the method and means by which you
will accomplish the services and otherwise fulfill your obligations hereunder and are free from
the control and direction of Smartcat in the performance of the work; and (c) you will be solely
responsible for the professional performance of the services, and will receive no training,
assistance, direction or control from Smartcat. You shall be solely responsible for obtaining,
at your expense and in your name, disability, worker’s compensation or other insurance as well
as all licenses and permits usual or necessary for conducting the services hereunder. You
represent that you have the qualifications, skills, and ability to perform the services in a
professional manner, without the advice, control or supervision of Smartcat. Nothing contained
in this Agreement shall be construed to place the parties in the relationship of partners or
joint venturers and neither party shall have any right to obligate or bind the other in any
manner. You agree that you will not hold yourself out as an authorized agent with power to bind
Smartcat in any manner.
A. At the moment when the Service Task is completed by you and the Completed content is available
for review, the Customer that ordered the Service Task is informed about completion of the
Service Task by e-mail or through its Сorporate account on the Platform and reviews the
B. The Service Task shall be deemed duly completed and the Completed content accepted by Smartcat
if no complaint was brought by the Customer that ordered the Service Task and the Customer
accepted the Service Task using the special interface on the Platform within the timeframe
specified in the Service Task.
C. In case the Customer has any complaint regarding the Completed content and brought it to your
attention via the Platform, you are obliged to rectify the deficiencies within 2 days
from the date the complaint was brought to your attention. If the Customer is not satisfied with
how their complaints were addressed by you, and if the same complaints are brought to you
after two rectification attempts via the Platform, we reserve the right, at our sole
consideration, to conclude that the results of the Service task were not delivered by you in
accordance with Section 5 above.
A. The fee for each Service Task is calculated according to the rate indicated for such Service
Task in your profile on the Platform. The fee in respect of each Service Task duly completed by
you and accepted by Smartcat is accrued in a currency in which your rate is set for each
specific Service Task (“Service Task currency”).
Your account on the Platform means a special section on the Platform where the Content is
uploaded for the performance of Service Task, you input and store your Completed content.
Once the Service Task is completed by you and is accepted in accordance with Section 6
above, you will be paid your fee for the completed Service Task following receipt of the money
by Smartcat for the completed Service Task from the Customer but in any case you will receive
your fee no later than 60 (sixty) days following the end of the calendar month in which the
Completed content was accepted by Smartcat.
B. We have the right to seek reimbursement from you, and you will reimburse us, if we discover a
fraudulent transaction, erroneous or duplicate transaction.
C. You will be liable for any individual taxes required to be paid on your income received from
Smartcat, as required by the legislation of the country you are subject to. You must pay your
taxes independently and will provide Smartcat with documentation of such payment upon request.
Smartcat shall not be responsible for any of them. Smartcat shall not be responsible to withhold
from your payments nor remit to the tax authorities any payroll or other tax, social security or
Medicare contribution, or any other tax or contribution. You further agree to indemnify and hold
Smartcat harmless from and against liability for any and all such payments. Nevertheless, you
agree that Smartcat may withhold from payment to you any amounts which Smartcat determines it is
required to withhold by applicable law.
D. In case you accept the Service Task from the Customer that allocated such Service Task to you
via the Platform, you agree to interact with such Customer, including receiving any payments,
exclusively via the Platform, whether first-time, repeatedly or on a follow-on basis, except for
the cases when you worked with such Customer outside the Platform before you received the first
Service Task from them via the Platform, and this may be proved either by you or by the
Customer. You also agree not to take any action directly or indirectly to circumvent the
Platform or any associated fees.
E. The Platform operates in various currencies, the list of which is available at your profile on
the Platform. We are not responsible for currency fluctuations that occur when billing or
crediting a credit or debit card denominated in a currency other than the Service Task currency,
nor are we responsible for currency fluctuations that occur when receiving or sending payment
via wire transfer, check or automated clearinghouse to and from your bank account, credit card
account, PayPal account or any other payment method specified by you. Foreign currency
conversion is processed at a foreign currency conversion rate that is set in the Platform. The
exchange rate is updated on a daily basis, but may not be identical to the real-time market
The Platform offers you as any other User auxiliary services that you can choose (order) on the
Platform. There may be service fees (charges) for such services
that are detailed on the Platform. We reserve the right to change the service fees (charges) or
any other fee that may be charged by us at any time, at our sole
discretion and upon a not less than seven (7) days’ prior notice posted on the Platform.
You are free to use the Platform for your own internal purposes except for the cases when you use
the Platform to find and perform Service Tasks from any Customers registered on the
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive,
limited, non-transferrable, freely revocable license to use the Platform for your personal use
and commercial purpose. We reserve all rights not expressly granted herein in the Platform.
please contact us at: firstname.lastname@example.org. For advanced
please go to https://www.smartcat.ai/plans/.
This Agreement shall become effective once you have created an account (registered) on the
Platform and shall continue until your account is terminated by you
or us as provided for under the terms of this section.
We may terminate or suspend your right to access and license to use the Platform at any time by
providing you with email notice of such termination in the following cases:
- upon the demand of a state authority;
- in case of your violation of the applicable legislation;
- in case your identity or any other information provided by you on registration or during
your use of the Platform is reasonably deemed by us to be falsified or substantially
- if the content you upload onto the Platform or Completed content you create on the Platform
contradicts the applicable ethical or legislative norms (contains calls for terrorism, coup,
- breach of confidentiality provisions as well as covenants and undertakings under this
We may also terminate or suspend your right to access and license to use the Platform in the
- in case of your violation of the restrictions as to direct transactions between you and
other Users as defined in Section 7;
- if you defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such
as, but not limited to, rights of privacy and publicity) of others, including our staff;
- in case of fraud or suspected fraud as reasonably determined by us;
- in case of violation of other provisions of this Agreement;
provided that we notified you about such termination or suspension by way of sending a
notification of termination or suspension via e-mail and gave you 7 calendar days to eliminate
such violation and you failed to eliminate such violation within the said term, where such
violation can be eliminated. In case of fraud or suspected fraud, as reasonably determined by
us, we reserve the right to suspend your right to access and license to use the Platform
immediately without any prior notification to you and until resolution.
Termination or suspension of your right of access also means termination or suspension of your
license to use the Platform given to you in accordance with section 9 of this Agreement.
If we terminate your right to use the Platform for any of these reasons, you will not be entitled
to any refund of unused balance in your account. If we terminate your
account for any reason, you are prohibited from registering and creating a new account under
your name, a fake or borrowed name, or the name of any third party, unless we
give express consent hereto. In addition to terminating or suspending your account, we reserve
the right to take appropriate legal action, including without limitation pursuing
civil, criminal, and injunctive redress.
Even after your right to access and/or use the Platform is terminated or suspended, this
Agreement will remain enforceable against you.
You may terminate this Agreement at the completion of any project by ceasing all access and use
of the Platform by sending an e-mail termination notice to email@example.com. This will also mean your
waiver of the license to use the Platform. All sections which by their nature should survive the
expiration or termination of this Agreement shall continue in full force and effect subsequent
to and notwithstanding the expiration or termination of this Agreement.
When your account is terminated for any reason, you may no longer have access to any data,
messages, files and other materials you keep on the Platform. The materials
may be deleted along with all your previous content posted on the Platform.
A. We respect the intellectual property of others and expect you to do the same. If you believe,
in good faith, that any Content provided to you in connection with the Service Task infringes
property rights of any third party, please send the following information to the Smartcat’s
copyright agent at firstname.lastname@example.org:
- A description of the copyrighted work that you think has been infringed, including the URL
(Internet address) or another specific location on the Platform where the material you think
infringed is located. Include enough information to allow us to locate the materials and
explain why you think an infringement has taken place;
- A description of the location where the original or an authorized copy of the copyrighted
work exists – for example, the URL (Internet address) where it is posted or the name of the
in which it has been published;
- Your address, telephone number and e-mail address;
- A statement by you that you have a good faith belief that the disputed use is not authorized
by the copyright owner, its agent or the law;
- A statement by you, made under penalty of perjury, that the information in your notice is
accurate and that you know the real copyright owner or authorized to act on the copyright
- An electronic or physical signature of the owner of the copyright or the person authorized
to act on behalf of the owner of the copyright interest.
B. Upon receipt of the fee for the Service Task that resulted in the creation of the Completed
content, you hereby unconditionally and irrevocably assign to Smartcat absolutely to the fullest
extent permitted by the applicable law the following rights throughout the world:
- (a) all your rights and benefits to Exploit the Completed content;
- (b) the entire copyright and all other rights in the nature of copyright subsisting in the
Completed content; and
- (c) without prejudice to any of the foregoing, all intellectual property rights and other
rights and benefits of yours in the Completed content of whatever nature, whether now known
created in the future, to which you are now, or at any time after the date of this Agreement
may be, entitled by virtue of the laws in force in any part of the world,
in each case:
- (d) for the whole term including any renewals, reversions, revivals and extensions and
together with all related rights and powers arising or accrued, including the right to
make, oppose, defend, appeal and obtain relief (and to retain any damages recovered) in
respect of any infringement, or any other cause of action arising from ownership, of any of
these assigned rights, whether occurring before, on or after the date of this deed.
C. You hereby unconditionally and irrevocably waive all moral rights in the Completed content
done by you under this Agreement for the relevant Customer, to which you are now or
may in the future be entitled under the Copyright, Designs and Patents Act 1988 (as amended from
time to time) and under all similar legislation in force from time to time anywhere in the
The Platform may contain profiles, e-mail systems, blogs, message boards, chat areas, newsgroups,
forums, communities and/or other message or communication facilities (“Public Areas”)
that allow a User to communicate with other Users. You may only use such community areas to send
and receive messages and materials that are relevant and proper to the applicable forum.
Without limitation, while using the Platform, you may not:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but
not limited to, rights of privacy and publicity) of others, including our staff.
- Publish, post, upload, distribute or disseminate any profane, defamatory, infringing,
obscene or unlawful topic, name, material or information.
- Use the Platform for any purpose, including, but not limited to posting, including the
translated or any other Completed Content, in violation of local, state, national, or
- Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or
adaptations of, publicly display, sell, trade, or in any way exploit the Platform, except as
expressly authorized by us.
- Upload files that contain software or other material that violates the intellectual property
rights (or rights of privacy or publicity) of any third party.
- Upload files that contain viruses, Trojans, corrupted files, or any other similar software
that may damage the operation of another computer.
- Post or upload any content to which you have not obtained any necessary rights or
permissions to use accordingly.
- Advertise or offer to sell any goods or services for any commercial purpose through the
Platform which are not relevant to the services offered through the Platform.
- Conduct or forward surveys, contests, pyramid schemes, or chain letters.
- Impersonate another person or a User or allow any other person or entity (without
authorization) to use your identification to post or view comments.
- Restrict or inhibit any other User from using and enjoying the Public Areas.
- Imply or indicate that any statements you make are endorsed by us, without our prior written
- Use any robot, spider, site search/retrieval application, or other automated device, process
or means to access, retrieve, scrape, or index any portion of the Platform.
- Reverse engineer any portion of the Platform.
- Hack or interfere with the Platform, its servers or any connected networks or disobey any
requirements, procedures, policies or regulations of networks connected to the Platform.
- Adapt, alter, license, sublicense or translate the Platform for your own personal or
- Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks or
rights owned by us.
- Upload content that is offensive and/or harmful, including, but not limited to, content that
advocates, endorses, condones or promotes racism, bigotry, hatred or physical
harm of any kind against any individual or group of individuals.
- Upload content that provides materials or access to materials that exploit people under the
age of 18 in an abusive, violent or sexual manner.
- Use the Platform to solicit for any other business, website or service, or otherwise contact
Users for employment, contracting or any purpose not related to the use of the Platform as
set forth herein.
- Use the Platform to collect usernames and/or email addresses of Users by electronic or other
- Register under different usernames or identities, after your account has been suspended or
- Remove, circumvent, disable, damage or otherwise interfere with any security-related
features of the Platform or features that enforce limitations on the use of the Platform.
Users are solely responsible for their Content uploaded on the Platform.
Smartcat is not responsible for the Content uploaded by a specific User, however Smartcat
reserves the right to investigate and take appropriate legal action against
anyone who, in Smartcat’s sole discretion, violates this Agreement, including without
limitation, removing the offending Content from the Platform, suspending or
terminating the account of such violators and reporting you to the law enforcement authorities.
Under no circumstances do you get any intellectual property rights to any Content uploaded by a
Customer via the Platform whether or not it was done for the purpose of performing the specific
Service Task by you.
Any User that uploads its Content on the Platform acknowledges and agrees that Smartcat may
preserve the content and may also disclose the content if required
to do so by law or in the good faith belief that such preservation or disclosure is reasonably
necessary to: (a) comply with legal processes, applicable laws or government
requests; (b) enforce this Agreement; (c) respond to claims that any content violates the rights
of third parties; or (d) protect the rights, property, or personal
safety of us and the public. Each User understands that the technical processing and
transmission of the Platform, including such User’s Content, may involve (a)
transmissions over various networks; and (b) changes to conform and adapt to technical
requirements of connecting networks or devices.
Each User’s Content is encrypted as follows: Platform uses an HTTPS/TLS protocol to protect data
in transit between your computer and our servers,
and a 256-bit Advanced Encryption Standard (AES) to protect data at rest.
For purposes of this Agreement, "Confidential Information" shall mean all information in any and
all medium, including but not limited to the Content that has been or
will be disclosed to you on the Platform and the Completed content that has been created or will
be created by you including, without limitation, text, data, technology,
source code, know-how, inventions, discoveries, designs, processes, formulations, models,
equipment, algorithms, software programs, documents, specifications, information
concerning research and development work, and/or trade and business secrets.
Confidential Information shall not include any information which:
- a) is already known to you or is publicly available at the time of disclosure;
- b) becomes known to the general public after disclosure not through any act of yours in
breach of this Agreement;
- c) is disclosed by a third party who is not, to your knowledge, in breach of an obligation
of confidentiality or engaged in any other wrongdoing; or
- d) was or is independently developed by you without use of the Confidential Information
disclosed by the Customer.
Each Party hereto receiving or otherwise obtaining Confidential Information (the "Receiving
Party") from the other Party
(the "Disclosing Party"), undertakes to the Disclosing Party to protect the Confidential
The Receiving Party shall not disclose or otherwise provide any Confidential Information to any
third party without prior written consent of the Disclosing Party.
The Receiving Party undertakes to the Disclosing Party to (i) use the Confidential Information
solely for the purpose of performing the Service Task or evaluating
the Service Task (“Permitted Purpose”), (ii) not, without the prior written consent of the
Disclosing Party, disclose to any third party the Confidential Information,
other than furnishing such Confidential Information to its employees, agents, contractors or
affiliated entities who need to have access to such Confidential Information
in connection with the Permitted Purpose and subject to the condition that such employees,
agents, contractors or affiliated entities have signed the confidentiality
agreements with the Receiving Party on the terms substantially similar to those in this
Agreement, (iii) use reasonable care to protect the confidentiality of the
Confidential Information, and (iv) in the event that the Receiving Party is required by law to
make any disclosure of any of the Confidential Information, by subpoena,
judicial or administrative order or otherwise, the Receiving Party will use commercially
reasonable efforts to give the Disclosing Party notice of such requirement
(to the extent legally permissible) and will permit the Disclosing Party to intervene in any
relevant proceedings to protect its interests in the Confidential Information.
Neither Party under any circumstances shall obtain ownership rights or other intellectual
property rights under this Agreement in respect of the Confidential Information given to it by
the Disclosing Party, including rights to the Content uploaded via Platform.
Each Party’s obligations with respect to the Confidential Information shall remain in perpetuity
and survive termination of this Agreement.
You are hereby notified that, pursuant to the federal Defend Trade Secrets Act of 2016, an
individual shall not be held criminally or civilly liable under any Federal or State trade
secret law for the disclosure of a trade secret that: (i) is made in confidence to a Federal,
State, or local government official, either directly or indirectly, or to an attorney, solely
for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a
complaint or other document filed in a lawsuit or other proceeding, if such filing is made under
All Smartcat intellectual property rights such as text, graphics, editorial content, data,
formatting, graphs, designs, HTML, look and feel, photographs, music,
sounds, images, software, videos, designs, typefaces and other content (collectively
“Proprietary Material”) that Users see or read through the Platform is owned by us,
excluding the User Content that we have the right to solely use for the purposes of this
Agreement. Proprietary Material is protected in all forms, media and technologies
now known or hereinafter developed. We own all Proprietary Material, as well as the
coordination, selection, arrangement and enhancement of such Proprietary Materials as
a collective work under the applicable intellectual property legislation. The Proprietary
Material is protected by the domestic and international laws on copyright, patents,
and other proprietary rights and laws. Users may not copy, download, use, redesign, reconfigure,
or retransmit anything from the Platform without our express prior written
consent and, if applicable, the holder of the rights to the User Content. Any use of such
Proprietary Material, other than as permitted therein, is expressly prohibited
without our prior permission and, if applicable, the holder of the rights to the User Content.
Our service marks and trademarks, including without limitation our logos are service marks owned
by us. Any other trademarks, service marks, logos and/or trade names
appearing on the Platform are the property of their respective owners. You may not copy or use
any of these marks, logos or trade names without the express prior written
consent of the owner.
YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS
AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND,
WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
UNLESS OTHERWISE PROVIDED BY THE PLATFORM LICENSE AND SERVICES AGREEMENT THAT MAY BE ADDITIONALLY
CONCLUDED BETWEEN US AND YOU, WE MAKE NO WARRANTY THAT (I) THE
PLATFORM WILL MEET YOUR REQUIREMENTS, (II) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY
(UP-TO-DATE), OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE
OF THE PLATFORM WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OR FITNESS OF ANY DOCUMENTS,
PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED
BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS.
THE PLATFORM IS SECURED BY TAKING APPROPRIATE ADMINISTRATIVE, PHYSICAL, AND TECHNICAL MEASURES
FOR PROTECTION OF THE SECURITY, CONFIDENTIALITY AND INTEGRITY OF
YOUR DATA, INCLUDING, BUT NOT LIMITED TO USING CERTIFIED SECURED DATA PROTOCOLS AND ENCRYPTING
SENSIBLE DATA (“SMARTCAT SECURITY”). THE SMARTCAT SECURITY IS PROVIDED
“AS IS” AND “AS AVAILABLE,” AND SMARTCAT MAKES NO WARRANTIES THAT THE LEVEL OF SMARTCAT SECURITY
SHALL BE RESISTANT TO POSSIBLE DDOS AND ANY OTHER TYPES OF ATTACKS
ON PLATFORM AND CONSECUTIVELY BEARS NO LIABILITY WHATSOEVER IF THE AVAILABLE LEVEL OF SMARTCAT
SECURITY IS NOT SUFFICIENT TO WITHSTAND ANY OF THE ABOVE MENTIONED ATTACKS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE AND OUR AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS,
OWNERS, INFORMATION PROVIDERS, AGENTS, LICENSEES, LICENSORS
(COLLECTIVELY, “RELEASED PARTIES”) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS
INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES
(EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES),
WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I)
THE USE OR THE INABILITY TO USE THE PLATFORM; (II) THE COST OF PROCUREMENT
OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES
PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH
OR FROM THE PLATFORM; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
(IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (V)
ANY OTHER MATTER RELATING TO THE PLATFORM. IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL
DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED $100.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR
EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY,
SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH
ANY PORTION OF THE PLATFORM OR WITH THIS, YOUR SOLE AND EXCLUSIVE REMEDY
IS TO DISCONTINUE THE USE OF THE PLATFORM.
If you have a dispute with another User, you shall release the Released Parties from claims,
demands and damages (actual and consequential) of
every kind and nature, known and unknown, arising out of or in any way connected with such
This clause is applicable to you only if you are registered and/or reside in North America, South
America or Japan: IF THIS AGREEMENT IS CONCLUDED
BY YOU WITH PLATFORM INC., YOU HEREBY WAIVE CALIFORNIA CIVIL CODE §1542 (AND ANY ANALOGOUS LAW
IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR".
You are responsible for maintaining confidentiality of your account and password(s). You are also
responsible for all activities that occur under your account. Therefore, you agree to indemnify,
defend and hold Smartcat and its affiliates, employees, officers, directors, owners, information
providers, agents, licensees, licensors (the “Indemnified Parties”) harmless from and against
any and all liabilities, claims, costs, including reasonable attorneys’ fees, incurred by the
Indemnified Parties in connection with any third party demand, claims, action, suit, or loss
arising as a result of (a) any breach by you of this Agreement or claims arising from your
account or any other use by you of the Platform; (b) any fraud or manipulation by you; (c) any
third-party claim, action or allegation of infringement based on information, data, files or
other content submitted by you; (d) any claims of credit card fraud based on any information
released by you; (e) any claims for breach of payment terms by any Customer; or (f) from the
damage or destruction of any work or properties, attributable to or resulting from your
performance of the services under this Agreement. You agree to use your best efforts to
cooperate with us in the defense of any demand, claim, action or suit. We reserve the right to
assume the exclusive defense of any matter subject to indemnification by you at our own expense.
In addition to the information you submit to or through the Platform, we also collect, store and
process information about you in the course of your use of
the Platform. Some of this information may contain personal data about you and in this case you
understanding about the personal data we collect, how we use it, the rights you have over your
personal data, the measures we take to keep it safe plus the
details of the specific consent you give us in respect of your personal data. More information
on this can be found here.
For the purposes of our compliance with European Directives 95/46/EC and 2002/58/EC (as amended
by Directive 2009/136/EC) and any legislation and/or regulation implementing or made pursuant to
them, or which amends, replaces, re-enacts or consolidates any of them (including the General
Data Protection Regulation (Regulation (EU) 2016/279)), and all other applicable laws relating
to processing of personal data and privacy that may exist in any relevant jurisdiction
(hereinafter «Data Protection Legislation») we are required to get consent from you for
processing, automated processing and cross-border transfer of certain personal data that we
type of personal data may be collected, how it is used, stored, processed and cross-border
transferred and that contains the consent that you give to us for processing, automated
processing and cross-border transfer of your personal data.
We have a number of lawful reasons why and when we can use (process) your personal data. One of
the lawful reasons under the applicable Data Protection Legislation is the so called «legitimate
The availability of legitimate interests implies that we can process your personal data provided
that we (i) have a genuine and legitimate reason and (ii) are not harming any of your rights and
interests and (iii) informed you about our legitimate interests.
Consent Notice to understand in details what personal data you can give us), we use it for our
business interests to deliver the services and features of the Platform to you, perform the
of the Platform,
improve security of the Platform, prevent any fraudulent transactions using the Platform,
secure, improve and further develop the Platform.
Before processing your personal data for legitimate interests we will carefully consider and
balance any potential impact on you and your rights. Our legitimate business interests do not
override your interests – we will not use your personal data for activities where our interests
are overridden by the impact on you (unless we have your consent or are otherwise required or
to by law).
We will process the personal data you have supplied to us to improve the Platform and enhance its
services and features and as a result give you the most appropriate marketing, information,
features and provide the best and most secure experience. These are what we consider to be our
Here are the cases when we use the legitimate interests approach to process your personal
- Maintaining the security of the Platform and fraud prevention. We are processing your
personal data to protect you against possible personal data fraud when transacting on the
Platform and to ensure the Platform is secure.
- Direct marketing. We will send you marketing e-mails which aim to understand better the
Platform and get more familiar with new services and features of the Platform.
We try to make sure our marketing materials are relevant for you and to the extent possible
tailored to your interests however you always have the right to unsubscribe from them.
- Data analytics enhancing, modifying or improving services and features of the Platform. We
process your personal data for the purposes of user analysis,
assessment, profiling and direct marketing, on a personalised or aggregated basis, to help
us with enhancing, modifying or improving services and features of Platform
and to the extent possible provide you with the most relevant information as long as this
does not harm any of your rights and interests.
- Research. We process your personal data to determine the effectiveness of our workshops,
campaigns, programs, forums or events and to further develop services and
features of the Platform and relationship with you.
- Due Diligence. We may need to process your personal data to conduct investigations and
determine if there were any cases of offences such as fraud, bribery and corruption.
Please note that we do not have to get your consent for processing your personal data under our
legitimate interests but it is our duty to inform you about the availability
of our legitimate interests to do so.
In practice you will receive e-mails from us from time to time informing you about new services
and features of the Platform, news about the Platform, workshops, campaigns,
programs, forums or events carried out on the Platform or otherwise connected with the
We respect your preferences for being contacted by us. That being said you can always unsubscribe
from such e-mails by logging to your account on the Platform or by clicking
on the «unsubscribe» button in an e-mail you receive from us unless the e-mail we are sending
contains some important notification about the Platform.
We do not rent, share, sell or trade personally identifiable information with third parties for
and Consent Notice we work with our partners and providers whom we carefully select. These
partners and providers may have access to some of your information in relation
to the following aspects of the Platform:
above, in connection with your use of the Platform. As a result,
they may collect and store the same type of information and use it for a variety of purposes in
order to improve your online experience, for analytics
and for marketing, and they may be able to associate the information they collect with other
information they may have about you. We do not necessarily have access
to or control over the Cookies they use.
Service Providers: We may outsource some of our technical and customer support, quality assurance
testing, payment processing functions, and other services to third parties.
Investigations: We may investigate and disclose information from or about you if we have a good
faith belief that such investigation or disclosure is (a) reasonably necessary
to comply with legal process and law enforcement instructions and orders, such as a search
warrant, subpoena, statute, judicial proceeding, or other legal process served on us;
(b) helpful to prevent, investigate, or identify possible wrongdoing in connection with the
Platform; or (c) protect rights, reputation, property of Smartcat or any of its
affiliates, or rights, reputation, property of other suppliers or customers, or the public in
Links: the Platform may contain links to unaffiliated third party websites. Except as set forth
herein, we do not share your personal information with them, and are not
responsible for their privacy practices. We suggest you read the privacy policies on all such
third party websites.
If you register on the Platform through third party social networking services, such as Facebook,
LinkedIn, and other third party services that allow you to sign in to other
services like our Platform with the personal data shared with these services, we will use the
personal data you provided to such third party services to create your account on the Platform.
Platform is not for use by children. You are eligible to use the Platform if you are 16 years and
However, it is prohibited to create a Supplier profile for an individual who has not
reached the age of 18 for the purposes of performing a Services Task.
An individual who has not reached the age of 18 but is 16 years old or older is able to use the
Platform for educational and non-commercial purposes only.
Please do not submit on the
Platform any personal data of children below the age of 16 unless express permission of their
parents or legal guardians was duly obtained.
A. If you are registered and/or reside in Europe, Asia (excluding Japan) or Africa, any dispute
(“Dispute”) arising from or relating to the subject matter of this
Agreement shall be finally settled by LCIA arbitration in London, the United Kingdom, using the
English language in accordance with the LCIA rules (“LCIA”) 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 LCIA arbitrators in accordance with the LCIA rules.
If you are registered and/or reside in North America, South America or Japan, any dispute
(“Dispute”) arising from or relating to the subject matter
of this Agreement shall be finally settled by ICC arbitration in Boston, Massachusetts, U.S.A.,
using the English language in accordance with the ICC arbitration
rules (“ICC”) 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 ICC arbitrators in accordance with the ICC rules
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.
This clause below is applicable to you only if you are registered and/or reside in North America,
South America or Japan:
Any arbitration under this Agreement will take place on an individual basis: class, collective,
and representative arbitrations and class, collective, and representative actions are not
permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THIS AGREEMENT, YOU AND US ARE EACH
WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE
ACTION. Notwithstanding the foregoing, each party shall have the right to institute an action at
any time in a court of proper jurisdiction for injunctive or other equitable relief.
B. This Arbitration provision is a full and complete agreement relating to the formal resolution
of disputes covered by this Arbitration
provision. In the event any portion of this Arbitration provision is deemed unenforceable, the
remainder of this Arbitration Provision will be enforceable.
This clause below is applicable to you only if you are registered and/or reside in North America,
South America or Japan:
If the Class Action Waiver in subsection C, below, of this Arbitration Provision is deemed to be
unenforceable, you and we agree that this Arbitration
provision is otherwise silent as to any party's ability to bring a class, collective or
representative action in arbitration.
This sub-clause C below is applicable to you only if you are registered and/or reside in North
America, South America or Japan:
C. THIS ARBITRATION PROVISION AFFECTS YOUR ABILITY TO PARTICIPATE IN CLASS, COLLECTIVE OR
REPRESENTATIVE ACTIONS. BOTH YOU AND WE AGREE TO BRING ANY DISPUTE IN ARBITRATION ON AN
INDIVIDUAL BASIS ONLY, AND NOT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS ON BEHALF OF
OTHERS. THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT, HEARD OR ARBITRATED
AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, OR AS A MEMBER IN ANY SUCH CLASS, COLLECTIVE,
OR REPRESENTATIVE PROCEEDING (“CLASS ACTION WAIVER”). THE CLASS ACTION WAIVER DOES NOT APPLY TO
ANY RIGHTS TO BRING CLASS, COLLECTIVE, OR REPRESENTATIVE ACTIONS THAT MAY NOT BE WAIVED AS A
MATTER OF LAW. NOTWITHSTANDING ANY OTHER PORTION OF THIS ARBITRATION PROVISION OR THE JAMS
RULES, DISPUTES REGARDING THE VALIDITY, ENFORCEABILITY OR BREACH OF THE CLASS ACTION WAIVER MAY
BE RESOLVED ONLY BY A CIVIL COURT OF COMPETENT JURISDICTION AND NOT BY AN ARBITRATOR. IN ANY
CASE IN WHICH (1) THE DISPUTE IS FILED AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AND (2)
A CIVIL COURT OF COMPETENT JURISDICTION FINDS ALL OR PART OF THE CLASS ACTION WAIVER
UNENFORCEABLE, THE CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION TO THAT EXTENT MUST BE LITIGATED
IN A CIVIL COURT OF COMPETENT JURISDICTION, BUT THE PORTION OF THE CLASS ACTION WAIVER THAT IS
ENFORCEABLE SHALL BE ENFORCED IN ARBITRATION. YOU AND WE AGREE THAT YOU WILL NOT BE RETALIATED
AGAINST, DISCIPLINED OR THREATENED WITH DISCIPLINE AS A RESULT OF EXERCISING YOUR RIGHTS UNDER
SECTION 7 OF THE NATIONAL LABOR RELATIONS ACT BY FILING OR PARTICIPATING IN A CLASS, COLLECTIVE
OR REPRESENTATIVE ACTION IN ANY FORUM. HOWEVER, THE COMPANY MAY LAWFULLY SEEK ENFORCEMENT OF
THIS ARBITRATION PROVISION AND THE CLASS ACTION WAIVER UNDER THE FEDERAL ARBITRATION ACT AND
SEEK DISMISSAL OF SUCH CLASS, COLLECTIVE OR REPRESENTATIVE ACTIONS OR CLAIMS. THE CLASS ACTION
WAIVER SHALL BE SEVERABLE IN ANY CASE IN WHICH THE DISPUTE IS FILED AS AN INDIVIDUAL ACTION, AND
SEVERANCE IS NECESSARY TO ENSURE THAT THE INDIVIDUAL ACTION PROCEEDS IN ARBITRATION.
This Agreement constitutes the entire agreement between you and us concerning the subject matter
hereof and supersedes all prior or contemporaneous agreements or understandings, whether written
or oral, between the parties with respect thereto. If any provision of this Agreement is deemed
invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect
the validity of the remaining provisions of this Agreement, which shall remain in full force and
This Agreement may be amended only in writing signed by both parties. Failure by either party to
enforce at any time any of the provisions of this Agreement, or to require at any time
performance by the other party of any of the provisions hereof, shall in no way be construed as
a waiver of such provisions in any other circumstance or a waiver of any other provision.
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such
term or any other term, and our failure to assert any right or provision
under this Agreement shall not constitute a waiver of such right or provision.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned
by you, but may be assigned by us without restriction or notice.
The Platform may contain links to third-party websites, advertisers, services, special offers, or
other events or activities that are not owned or controlled by us.
We do not endorse or assume any responsibility for any such third-party sites, information,
materials, products, or services. If you access a third party website from
the Platform to use any third party services, you do so at your own risk, and you understand
sites. You expressly release us from any and all liability arising from your use of any
third-party website, service, or content. Additionally, your dealings with or
participation in promotions of advertisers and businesses found on the Platform, including
payment and delivery of goods, and any other terms (such as warranties) are
solely between you and such third parties. You agree that we shall not be responsible for any
loss or damage of any sort relating to your dealings with such third parties.
We may provide notices, whether such notices are required by law or are for marketing or other
business related purposes, to you via email notice, written or hard copy
notice, or through posting of such notice on our website, as determined by us in our sole
discretion. We reserve the right to determine the form and means of providing
notifications to You, provided that you may opt out of certain means of notification as
described in this Agreement.
If you are registered and/or reside in Europe, Asia (excluding Japan) or Africa, the laws of
England and Wales, excluding its conflicts-of-law rules, govern this Agreement.
If you are registered and/or reside in North America, South America or Japan, the laws of State
of Massachusetts, excluding its conflicts-of-law rules, govern this Agreement.
Should you wish to contact us with any questions or claims with respect to the Platform, please
visit our website at www.smartcat.ai or email at email@example.com.
In case of technical or performance issues, please contact us at firstname.lastname@example.org.
In case of technical or performance issues, please contact us at email@example.com. Should you have any questions or
should you require support in relation to
payments, please contact us at support_CY@smartcat.ai (if you enter this
agreement with Smartcat Platform Limited, a legal entity registered in the Republic of
Cyprus) or support_US@smartcat.ai (if you enter
this Agreement with Smartcat Platform Inc., a legal entity registered in the USA).