A. Smartcat means either Smartcat Platform Inc., a legal entity registered in Delaware or
Smartcat Platform Ltd., a legal entity registered in the Republic of Cyprus, Theklas Lysioti
street 17, Pissas Building, 501, 3030 Limassol, Cyprus, depending on where you are registered or
residing, unless otherwise specified in a separate agreement with you. If you are registered
and/or reside in North America, South America, Turkey or Japan, then you are entering into this
Agreement with Smartcat Platform Inc. If you are registered and/or reside in other locations,
then you are entering this Agreement with Smartcat Platform Ltd.
Other specific terms incorporated herein by reference may apply if you use the Platform as
Supplier or Customer.
C. We reserve the right at all times to remove or modify any part of this Agreement
unilaterally. We shall notify you by posting an updated Agreement on the Platform. Your use of
the Platform after posting the updated version shall mean your acceptance of the updated
D. By using the Platform, User: (i) agrees to be bound by this TOS; (ii) acknowledges and
agrees that User is not relying on any representation, guarantee, or statement to access the
Platform or to utilize Supplementary Service, other than as expressly set forth in TOS; and
(iii) represents and warrants that User is lawfully able to enter into contracts. In addition,
the person agreeing to this TOS on behalf of a business or other legal entity hereby represents
and warrants that such person authorized and lawfully able to bind that business or entity to
this TOS. If you don’t want to be bound by the terms hereof you shall stop using the Platform
and delete all your existing accounts on the Platform. Your continued use of the Platform means
you complete acceptance of this Agreement.
E. The Platform represents a website and technology platform for translation workflow
automation allowing a registered User to automate translation processes and make use of
technologies available at the Platform. The “User” means any person accessing the Platform. The
Platform provides its Users to ability to exploit free features of the Platform and provides the
Users registered as Suppliers and Customers to render and to exploit translation services on the
Platform (the “Services”). Smartcat may also provide access to additional Platform services
including but not limited to text translation tools (“Supplementary Services”), which
Supplementary Services may be added or removed by a User in such User’s account on the Platform.
F. You are free to use the Platform for your own internal purposes except for the
Supplementary Services. 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. We reserve all rights not expressly granted herein in the
A. To access and use the Platform you must be a legal entity or an individual who can
enter into legally binding contracts.
B. You must not access and use the Platform if you reside or have business activities in
the 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 if we have previously banned you from
accessing and using the Platform and/or closed your account on the Platform.
C. In order to use the Platform you must create an account either on your own or by
invitation of another User, and provide certain information about yourself. 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. Smartcat use of information provided by Users is governed by our Privacy
Policy located at https://www.smartcat.ai/privacy-policy/, and User consent to all actions that
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. Smartcat will not be liable for any loss that User may incur as a result of someone
else using User’s username or password, either with or without User’s knowledge.
D. We may, but are under no obligation to, subject you to an extensive vetting process
before you can register on the Platform and during your 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 notice.
E. 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
F. When interacting with the Platform 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
connection with your use of the Platform.
A. The fee for each Supplementary Service purchased on the Platform and fee currency is
indicated in the specific section of the Platform. The fee is paid to Smartcat by payment means
available at the Platform or as agreed otherwise. The User may also accept Supplementary
Services orders by email and such orders shall contain specific terms of payment and other
B. Smartcat has the right to seek reimbursement from you, and you will reimburse Smartcat,
if Smartcat discovers a fraudulent transaction, erroneous or duplicate transaction.
C. To the maximum extent available pursuant to applicable law you hereby waive any right
to seek refund for any Supplementary Service purchased on the Platform.
D. The Platform operates in various currencies. Smartcat is not responsible for currency
fluctuations that occur when billing or crediting a credit or debit card denominated in a
currency other than the currency indicated on the Platform, nor is Smartcat responsible for
currency fluctuations that occur when sending payment via wire transfer, check or automated
clearinghouse to and from User's bank account, credit card account, e-wallet account or any
other payment method. Foreign currency conversion is processed at a foreign currency conversion
rate which is set in the Platform. The exchange rate is updated on a daily basis, but may not be
identical to the real-time market rate.
E. The fees for Supplementary Services are indicated in User’s account on the Platform and
may be changed by Smartcat at its own discretion with at least contemporaneous notice thereof,
with such changes having prospective effect only.
F. By selecting ACH debit or credit card as its preferred payment method and by linking
User’s bank account or credit card to the online payment service integrated with the Platform,
the User authorizes Smartcat to automatically debit the bank account or credit card provided by
User for the amounts owed for Supplementary Services during the term thereof.
A. Smartcat reserves the right, in Smartcat’s sole discretion, to refuse, suspend, or
terminate User’s access to the Platform and any Supplementary Services at any time by providing
the User with a written or email notice of such termination (a) upon reasonable demand of a
state authority and (b) in case of User’s violation of Suppliers solicitation limitations.
B. Smartcat reserves the right, in Smartcat’s sole discretion, to refuse, suspend, or
terminate User’s access to the Platform and any Supplementary Services at any time by providing
the User with a written or email notice of such termination in case of (a) uploading content to
the Platform by the User that contains calls for terrorism, coup d’etat or promotes child
pornography, violates any applicable law, content that advocates, endorses, condones or promotes
racism, bigotry, hatred or physical harm of any kind against any individual or group of
individuals, or (b) in the event User materially violates any limitations under section V (B)
below, provided that such violation is not cured by User within 2 days after receiving a notice
C. If Smartcat terminates User’s access to the Platform for violation of this TOS, User
will not be entitled to any refund of unused balance in User’s account. If Smartcat terminates
User’s account for any reason, the User is prohibited from registering and creating a new
account under User’s name, a fake or borrowed name, or the name of any third party, unless
Smartcat gives express consent thereto. In addition to terminating or suspending User’s account,
Smartcat reserves the right to take appropriate legal action, including without limitation
pursuing civil, criminal, and injunctive redress.
D. Upon termination, all provisions of this TOS, which, by their nature, shall survive
termination, including, without limitation, warranty disclaimers, indemnity and limitations of
A. 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. User may only use such community
areas to send and receive messages and materials that are relevant and proper to the applicable
B. User agrees not to engage in any of the following conduct on the Platform:
1. 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 Smartcat staff.
2. Publish, post, upload, distribute or disseminate any profane, defamatory, infringing,
obscene or unlawful topic, name, material or information.
3. 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.
4. Use the Platform for any illegal purpose, including, but not limited to posting
materials in violation of local, state, national, or international law.
5. 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 this TOS.
6. Upload files that contain software or other material that violates the intellectual
property rights (or rights of privacy or publicity) of any third party.
7. Upload files that contain viruses, Trojans, corrupted files, or any other similar
software that may damage the operation of another computer.
8. Post or upload any content to which User have not obtained any necessary rights or
permissions to use accordingly.
9. 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.
10. 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.
11. 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
12. Conduct or forward surveys, contests, pyramid schemes, or chain letters.
13. Impersonate another person or a User or allow any other person or entity to use User’s
identification to post or view comments.
14. Restrict or inhibit any other User from using and enjoying the Public Areas.
15. Imply or indicate that any statements User makes are endorsed by Smartcat, without
Smartcat’s prior written consent.
16. 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.
17. Reverse engineer any portion of the Platform.
18. 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.
19. Adapt, alter, license, sublicense or translate the Platform for User’s own personal or
20. Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks or
rights owned by Smartcat.
21. Upload content that provides materials or access to materials that exploit people under the
age of 18 in an abusive, violent or sexual manner.
22. Use the Platform to collect usernames and/or email addresses of Users by electronic or other
23. Register under different usernames or identities, after User’s account has been suspended or
C. The Platform also provides functionalities, tools and API integration and
interoperability features as set forth in the Smartcat API documentation available at https://www.smartcat.ai/integrations/
, to enable Customer to create custom integrations with the Platform as a Supplementary Service.
Customer shall be solely responsible for enabling the interoperability of features with the
A. 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 provision, including, without limitation, removing the offending
content from the Platform, suspending or terminating the account of such violators and reporting
User to the law enforcement authorities.
B. Any User that uploads its content on the Platform, grants Smartcat, its affiliates,
subsidiaries and suppliers, a non-exclusive, royalty-free, transferable right to use, display,
reproduce, distribute, and publish such content in connection with the features available on the
Platform. Customer hereby also grants Smartcat the right to refer to Customer as a Customer in
promotional materials by Customer name and using Customer logo in its unaltered form.
C. Any User that uploads its content on the Platform acknowledges and agrees that Smartcat
may preserve content and may also disclose content if required to do so by law or in the good
faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with
legal processes, applicable laws or government requests; (ii) enforce this TOS; (iii) respond to
claims that any content violates the rights of third parties; or (iv) protect the rights,
property, or personal safety of Smartcat or the public.
A. User understands that the technical processing and transmission of the Platform,
including such User’s content, may involve (i) transmissions over various networks; and (ii)
changes to conform and adapt to technical requirements of connecting networks or devices.
B. User’s content is encrypted as follows: Platform uses an HTTPS/TLS protocol to protect
data in transit between User’s computer and Smartcat servers, and a 256-bit Advanced Encryption
Standard (AES) to protect data at rest.
C. The Parties of this Agreement shall be bound to SmartCAT Data Processing Agreement
located at https://www.smartcat.ai/dpa/, incorporated herein by reference and being an integral
part of this Agreement.
D. You hereby provide written authorization to Smartcat to transfer your personal data
collected by Smartcat from you pursuant to providing the Services or Supplementary Services to
third party service and analytics providers for the purpose of providing, analysing and
modifying the Services, Supplementary Services and the Platform, including cross-border
transfers outside European Economic Area.
A. 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 Smartcat, excluding any User-generated
content licensed to Smartcat pursuant to this TOS. Proprietary Material is protected in all
forms, media and technologies now known or hereinafter developed. Smartcat owns 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. User may not copy, download, use,
redesign, reconfigure, or retransmit anything from the Platform without Smartcat’s 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
Smartcat prior permission and, if applicable, the holder of the rights to the User content.
B. Smartcat service marks and trademarks, including, without limitation, Smartcat logos
are service marks owned by Smartcat. Any other trademarks, service marks, logos and/or trade
names appearing on the Platform are the property of their respective owners. User may not copy
or use any of these marks, logos or trade names without the express prior written consent of the
A. USER’S USE OF THE PLATFORM IS AT USER’S SOLE RISK. ALL SERVICES ON THE PLATFORM,
INCLUDING SUPPLEMENTARY SERVICES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SMARTCAT
EXPRESSLY DISCLAIMS 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.
B. UNLESS OTHERWISE PROVIDED IN A SEPARATE AGREEMENT WITH SMARTCAT, SMARTCAT MAKES NO
WARRANTY THAT (I) THE PLATFORM WILL MEET USER’S 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 USER
THROUGH THE PLATFORM WILL MEET USER’S EXPECTATIONS.
C. THE PLATFORM IS SECURED BY TAKING APPROPRIATE ADMINISTRATIVE, PHYSICAL, AND TECHNICAL
MEASURES FOR PROTECTION OF THE SECURITY, CONFIDENTIALITY AND INTEGRITY OF USER DATA, INCLUDING,
BUT NOT LIMITED TO USING CERTIFIED SECURED DATA PROTOCOLS AND ENCRYPTING SENSIBLE DATA
(“SMARTCAT SECURITY”). 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 THE PLATFORM AND CONSECUTIVELY BEARS NO LIABILITY WHATSOEVER IF
THE AVAILABLE LEVEL OF SMARTCAT SECURITY IS NOT SUFFICIENT TO WITHSTAND ANY OF THE ABOVE
A. IN NO EVENT SHALL SMARTCAT AND ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, OWNERS,
INFORMATION PROVIDERS, AGENTS, LICENSEES, LICENSORS (“RELEASED PARTIES”) BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO
LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING
BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH
THE USE OF THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ANY ERRORS, OMISSIONS, INTERRUPTIONS,
DEFECTS, DELAYS IN TRANSMISSION, ETC.
B. UNLESS OTHERWISE PROVIDED IN A SEPARATE AGREEMENT WITH SMARTCAT, IN NO EVENT WILL
SMARTCAT’S TOTAL LIABILITY TO A USER FOR DAMAGES, LOSSES OR CAUSES OF ACTION RESULTING FROM THE
USE OF THE PLATFORM UNDER THIS TOS EXCEED $100.
C. 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 A USER. IF A USER IS DISSATISFIED WITH ANY
PORTION OF THE PLATFORM, USER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE THE USE OF THE
A. If the event of a dispute between Users, each User agrees to 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 dispute.
B. USER HEREBY WAIVES CALIFORNIA CIVIL CODE §1542 (AND ANY ANALOGOUS LAW IN ANY OTHER
APPLICABLE JURISDICTION) WITH RESPECT TO ANY SUCH DISPUTE BETWEEN USERS, WHICH PROVIDES: “A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST
IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
A. User agrees to indemnify, defend and hold Released Parties harmless from and against
any and all liabilities, claims, costs, including reasonable attorneys’ fees, incurred by the
Released Parties in connection with any third party demand, claims, action, suit, or loss
arising as a result of, in connection with, or for (A) any breach by User of this TOS or any use
by User of its account or the Platform; (B) any fraud or manipulation by User; (C) infringement
based on information, data, files or other content submitted by User; (D) credit card fraud
based on any information submitted by User; or (E) breach of payment obligations. User agrees to
use User’s best efforts to cooperate with Smartcat in the defense of any demand, claim, action
or suit. Smartcat reserves the right to assume the exclusive defense of any matter subject to
indemnification by User at Smartcat’s own expense.
A. No waiver of any term of this TOS shall be deemed a further or continuing waiver of
such term or any other term, and Smartcat’s failure to assert any right or provision under this
TOS shall not constitute a waiver of such right or provision.
A. This TOS, and any rights and licenses granted hereunder, may not be transferred or
assigned by User, but may be assigned by Smartcat without restriction or notice.
A. The Platform may contain links to third-party websites, advertisers, services, special
offers, or other events or activities (“Third Party Services”) that are not owned or controlled
by Smartcat. Smartcat does not endorse or assume any responsibility for any such Third Party
Services or their operators. If User accesses a Third Party Service from the Platform, User does
so at User’s own risk, and User understands that this TOS does not apply to User’s use of such
Third Party Service. User expressly releases Smartcat from any and all liability arising from
User’s use of any Third Party Service. Additionally, User’s dealings with or participation in
Third Party Services found on the Platform, including payment and delivery of goods, and any
other terms (such as warranties) are solely between User and the operators of such Third Party
Services. User agrees that Smartcat shall not be responsible for any loss or damage of any sort
relating to User’s dealings with such Third Party Services operators.
A. Smartcat welcomes User feedback about Supplementary Services and the Platform. Unless
otherwise expressly declared, any communications sent to us by Users are deemed to be submitted
on a non-confidential basis. User agrees that Smartcat may decide to publicize such contents at
its own discretion. User agrees to authorize Smartcat to make use of such contents for free, and
revise, modify, adjust and change contextually, or make any other changes as Smartcat may deem
A. Pursuant to California Civil Code Section 1789.3, any questions about pricing,
complaints, or inquiries about Smartcat must be addressed to our agent for notice and sent via
certified mail to: Smartcat Platform Inc., 179 South Street, 6th Floor, Room 2, Boston MA 02111.
B. California users are also entitled to the following specific consumer rights notice:
The Complaint Assistance Unit of the Division of Consumer Services of the California Department
of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA
95834, or by telephone at (916) 445-1254 or (800) 952-5210.
A. We respect the intellectual property of others and expect you to do the same. If you
believe, in good faith, that any content available on the Platform infringes any intellectual
property rights of any third party, please send the following information to the Smartcat’s
copyright agent at email@example.com:
1. 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
to be infringed is located. Include enough information to allow us to locate the materials and
explain why you think an infringement has taken place;
2. 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 book in which it has been published;
3. Your address, telephone number and e-mail address;
4. 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;
5. 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
6. 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.
A. 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 of arbitration.
B. If you are registered and/or reside in any other location, any Dispute 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
C. 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.
D.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 arbitrations
and class 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
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.
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
E. This clause below is applicable to you only if you are registered and/or reside in
North America, South America or Japan:
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 PRIVATE ATTORNEY GENERAL
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, REPRESENTATIVE OR PRIVATE ATTORNEY
GENERAL ACTION, OR AS A MEMBER IN ANY SUCH CLASS, COLLECTIVE, REPRESENTATIVE OR PRIVATE ATTORNEY
GENERAL PROCEEDING (“CLASS ACTION WAIVER”). THE CLASS ACTION WAIVER DOES NOT APPLY TO ANY CLAIM
YOU BRING AS A PRIVATE ATTORNEY GENERAL SOLELY ON YOUR OWN BEHALF AND NOT ON BEHALF OF OTHERS.
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, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION
AND (2) A CIVIL COURT OF COMPETENT JURISDICTION FINDS ALL OR PART OF THE CLASS ACTION WAIVER
UNENFORCEABLE, THE CLASS, COLLECTIVE, REPRESENTATIVE AND/OR PRIVATE ATTORNEY GENERAL 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.
If the Class Action Waiver of this Arbitration Provision is deemed to be unenforceable, you and
Smartcat agree that this Arbitration provision is otherwise silent as to any party's ability to
bring a class, collective or representative action in arbitration.
A. If you are registered and/or reside in North America, South America or Japan, the laws
of the State of Massachusetts, excluding its conflicts-of-law rules, govern this Agreement. If
you are registered and/or reside in any other location, the laws of England and Wales, excluding
its conflicts-of-law rules, govern this Agreement.
A. Should you wish to contact us with any questions or claims with respect to the Platform
or in case of technical or performance issues, please visit our website at www.smartcat.ai or email at firstname.lastname@example.org.