SaaS Terms

Introduction

1. Terms And Conditions

Welcome to CoTranslator! We are Planets Software Pty Ltd (ACN 673 972 597), referred to as "Planets
Software," "we," "our," or "us" throughout these terms. We offer SaaS-based solutions designed to
streamline text and document translation across multiple languages, enabling our clients to optimise their
translation workflows and boost productivity. Our mission is to provide integrated, seamless translation

• (a)assistance services in a wide range of languages, accessible to users from various countries and regions,
• (b)collectively known as "CoTranslator" as detailed on our website (Software).

These terms and conditions (Terms) govern your access to the Software and us providing you any other
goods and services as set out in these Terms (Service). You can view the most updated version of our
Terms at http://www.cotranslator.com/ (Website). Please read these terms and conditions carefully before
agreeing to proceed with your Service.

The Service we provide is the CoTranslator package or product selected by you and agreed between us by
means of the Website and these Terms govern your access to the Service in accordance with the relevant
Subscription Tier (Subscription).

Please note that if your Service is a Subscription, then your Subscription will continue to renew
indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to
cancel your Subscription in accordance with clause 17. Please ensure you contact us if you want to
cancel your Subscription.

2. Reading And Accepting These Terms

In these Terms, capitalised words and phrases have the meanings given to them where
they are followed by bolded brackets, or as set out in the Definitions table at the end of
these Terms.

By checking the tick box for "I accept the Terms and Conditions" or clicking the "I accept
the Terms and Conditions" button on our Website, paying for your Service or otherwise
accepting the benefit of any part of your Service, you agree to be bound by these Terms
which form a binding contractual agreement between you the person acquiring a Service
or the company you represent and are acquiring the Service on behalf of ('you' or 'your')
and us.

We may change these Terms at any time by notifying you, and your continued use of the
Solution following such an update will represent an agreement by you to be bound by the
Terms as amended.

3. Eligibility

By accepting these Terms, you represent and warrant that:

you have the legal capacity and authority to enter into a binding contract with
us; and

you are authorised to use the payment you provided when purchasing a
Service.

The Software is not intended for unsupervised use by any person who has previously
been suspended or prohibited from using the Software.

• (a)If you are signing up not as an individual but on behalf of your company, your employer,

an organisation, government or other legal entity (Represented Entity), then "you" or
"your" means the Represented Entity and you are binding the Represented Entity to this
agreement. If you are accepting this agreement and using our Solution on behalf of a
Represented Entity, you represent and warrant that you are authorised to do so.

4. Disclaimer

You acknowledge and agree that:

any information provided to you as part of or in connection with the Solution or the
Services is general in nature, may not be suitable for your circumstances, and does not

• (a)constitute financial, legal, or any other kind of professional advice;

it is your responsibility to comply with applicable laws relevant to your business, including
industrial relations laws, privacy laws, and any other jurisdiction-specific regulations that

• (a)may apply to your use of the Solution;

you acknowledge that while the Solution uses AI-based translation technology, the
translations provided may not be fully accurate or contextually appropriate for all
scenarios, and the company does not guarantee the accuracy, completeness, or
reliability of the translations provided. You agree that you will not hold the company liable
for any damages, losses, or other consequences arising from inaccurate translations, or

• (a)any use of translations that are inappropriate, misleading, or incorrect for any purpose,
• (b)including business, legal, or personal use;

We are not liable for any damages, loss, or injury arising from your decision to submit
documents containing sensitive, proprietary, or confidential information, or data that may
infringe on the rights of third parties. You acknowledge that submitting such documents is
done at your own risk, and it is your responsibility to ensure that the materials comply
with relevant data protection and intellectual property laws. Additionally, the Solution
automatically processes data from your computer, such as Screenshot Data or Working
Data, and sends it to our backend for translation processing. This is considered Working
Data and not Submitted Materials in the conventional sense. However, if you choose to
submit a glossary or other documents for translation, such submissions are subject to the

• (a)terms outlined in this agreement;

The Solution is provided "as is" and "as available," without any representations or

• (a)warranties of any kind, either express or implied, including but not limited to the accuracy,
• (b)reliability, availability, or suitability for a particular purpose of the Solution or the Services.

We do not guarantee that the Solution will be uninterrupted, error-free, or completely

• (a)secure;

You acknowledge that all intellectual property rights in the Solution, including but not
limited to the translation algorithms, software, and content, remain the property of the
company or its licensors. You agree not to copy, modify, distribute, or reverse-engineer

• (a)any part of the Solution unless explicitly authorised in writing by the company;

We will process any personal data you provide in accordance with the Privacy Policy, and
you agree to comply with all relevant data protection laws in the jurisdiction in which you
operate. You acknowledge that uploading documents for translation may involve
processing of personal data, and it is your responsibility to ensure that all necessary

• (a)consents or legal bases for such data processing are obtained in advance;

You agree to indemnify, defend, and hold harmless the company, its affiliates, and their

• (a)respective directors, officers, employees, agents, and contractors from any and all claims,

liabilities, damages, costs, and expenses (including legal fees) arising from your use of
the Solution, including but not limited to any claims related to the uploading of third-party
intellectual property, the breach of any law, or the use of inaccurate or misleading
translations in a professional, legal, or personal context.

You agree that the promotional materials and videos on our website regarding the
capabilities of the Solution, including the ability to screenshot a table and directly paste it
into a Word document, are accurate. However, you acknowledge that there is an
additional step required to insert the screenshot content into the Word document, which
involves pasting the content first and then using the "Insert Table" function in Word.

You acknowledge that, despite our best efforts, the Solution is subject to the inherent
risks of cyber-attacks, including but not limited to hacking or data breaches. You agree to

• (a)indemnify, defend, and hold us harmless from any and all claims, damages, losses,
• (b)liabilities, costs, or expenses (including legal fees) arising from or related to any hacking,

unauthorized access, or compromise of your computer, device, or user data, whether or
not caused by our application or the Solution.

5. Duration Of The Services

6. Free Trial

We may offer a free trial (Free Trial) to new users of the Solution, at its sole discretion.
The Free Trial is available only to users who have not previously subscribed to or used
the Solution.

You acknowledge and agree that the application will use local identifier files on your
computer to monitor and prevent the abuse of the free trial feature. By accepting these
Terms, you consent to the creation and use of this identifier file for the purpose of trial

• (a)management. You agree not to circumvent or attempt to alter the identifier mechanism,

and you acknowledge that misuse or circumvention of the trial process may result in
termination of your access to the Solution.

The Free Trial period begins when the user first activates the plan and lasts for the
duration specified at the time of activation, typically 14 days. No charge will occur after
the Free Trial ends, and users will not be automatically charged for continued use of the
Solution. The Free Trial does not require the user to provide credit card information, and
no payment details are collected during the Free Trial sign-up.

During the Free Trial period, users may have limited access to the features of the
Solution as specified by us and we reserve the right to modify the features or functionality
available during the Free Trial at any time without notice.

The Free Trial is offered with no obligation to purchase. The user’s account will not be
charged during the Free Trial period, and the user will not be asked to provide payment
information to activate the Free Trial.

Users may cancel their Free Trial at any time during the Free Trial period by following the
instructions in their account settings.

We reserve the right to terminate or modify the Free Trial offer at any time without prior

• (a)notice. If the user violates any of the terms and conditions during the Free Trial period,
• (b)we may terminate the Free Trial and suspend access to the Solution.

7. Subscription Users

If you have paid for a Subscription, then the following clauses will apply:

Your Subscription and these Terms commence on the date you agree to be bound by
these Terms and successfully make the payment (as set out at the beginning of these

• (a)Terms) and continues for the Subscription Period and any Renewal Periods applicable,
• (b)unless terminated earlier in accordance with clause 17.

Subject to clause 4.2(c), upon expiration of the Subscription Period, this agreement will
automatically and indefinitely renew on an ongoing basis for a period equal to the
Subscription Period (Renewal Period).

This agreement will not automatically renew on expiry of the Subscription or Renewal
Period (Renewal Date), if either party provides a written cancellation notice at least 5
days prior to the Renewal Date.

At least 7 days prior to the expiry of the Renewal Date, we will provide you with advanced
written notice of the agreement renewing and any applicable changes to the Subscription
Fees or these Terms (Renewal Notice).

8. The Solution

9. Users And Eula

You must, and must ensure that all users of the Solution:

comply with this agreement (including the EULA) at all times; and

notify us without delay whenever it becomes aware of any case of a breach of
this clause 5.1 or otherwise any illegal or unauthorised use of the Solution.

10. Scope Of Service And The Solution

We will provide you, to the extent described in your Subscription Tier. In these Terms, we
refer to the Subscription Tier features in clause 5.2(a), the Services and any ancillary
Documentation as the Solution.

If you have paid for a Subscription, then your Subscription includes the benefits and
limitations of your Subscription tier as set out on our Website, or as otherwise
communicated to you when you subscribe for your Subscription (and as amended from
time to time by notice to you) (Subscription Tier).

11. Account Registration

To use the Solution, you are required to sign-up, register and receive an account through
the Website (an Account).

Where permitted, you may sign up for a CoTranslator Account using your social media
account such as Google, Facebook, or other supported platforms (Social Media
Account). If you choose to use your Social Media Account to sign up for a CoTranslator

• (a)Account, you authorise us to access and use certain Social Media Account information,
• (b)including but not limited to your Social Media Account profile.

(Provide Information) As part of the Account registration process and as part of your
continued use of the Website, you may be required to provide personal information and
details, such as your email address, first and last name, preferred username, a secure
password, billing, postal and physical addresses, mobile phone number, photos and
video, audio files, profile information, payment details, and other information as
determined by us from time to time.

(Warranty) You warrant that any information you give to us in the course of completing
the Account registration process is accurate, honest, correct and up-to-date.

(Acceptance) Once you complete the Account registration process, we may, in our
absolute discretion, choose to accept you as a registered user within the Website and
provide you with an Account.

12. Maintaining Your Account

You agree that you’re solely responsible for:

maintaining the confidentiality and security of your CoTranslator Account
information and your password; and

any activities and those of any third party that occur through your CoTranslator
Account, whether those activities have been authorised by you or not.

You also agree to let us know if you detect any unusual activity on your CoTranslator
Account as soon as you become aware of it.

• (a)We won’t be responsible to you for, and expressly disclaim any liability for, any cost, loss,

damages or expenses arising out of a failure by you to maintain the security of your
CoTranslator Account information or your password.

CoTranslator may, in its absolute discretion, suspend or cancel your CoTranslator
Account for any reason, including for any failure to comply with these terms.

13. Software

We may from time to time, in our absolute discretion, release enhancements to the
Software, meaning an upgraded, improved, modified or new versions of the Software

(Enhancements). Any Enhancements to the Software will not limit or otherwise affect
these Terms. Enhancements may cause downtime or delays from time to time, and
credits will not be provided for such downtime.

We may change any features of the Solution at any time on notice to you.

14. Support Services

We will provide general support where reasonably necessary to resolve technical issues with the
Software (Support Services). Unless otherwise agreed in writing:

we will take reasonable steps to provide Support Services where necessary (you must
first endeavour to resolve any issues with the Software internally and we will not assist

• (a)with issues that are beyond our reasonable control);

we will use our best endeavours to respond to requests for Support Services and you

• (a)acknowledge that we may not be available 24/7 or respond within a particular time frame;

you are responsible for all internal administration and managing access, including storing
back-up passwords and assisting your Users to access and use the Software; and

you will not have any claim for delay to your access to the Software due to any failure or
delay in Support Services.

15. Client Obligations

You agree to:

provide us with all documentation, information and assistance reasonably required by us
to perform the Services; and

provide us with access to any third party or other accounts used by you (including log-in
details and passwords), as is reasonably required by us to perform the Services.

16. Client Material

You warrant that all information, documentation and other Material you provide to us for
the purpose of receiving the Solution is complete, accurate and up-to-date.

You release us from all liability in relation to any loss or damage arising out of or in
connection with the Solution, to the extent such loss or damage is caused or contributed

• (a)to by information, documentation or any other Material provided by you being incomplete,
• (b)inaccurate or out-of-date.

17. Your Obligations

You must, and must ensure that all Users, comply with these Terms at all times.
You acknowledge and agree that we will have no liability in respect of any damage, loss
or expense which arises in connection with your, your Personnel's, or any User's, breach
of these Terms, and you indemnify us in respect of any such damage, loss or expense.

You must not, and must not encourage or permit any User, Personnel or any third party
to, without our prior written approval:

• (a)submit sensitive information or commercial secrets using the Software;

• (a)submit any inappropriate, offensive, illicit, illegal, pornographic, sexist,
• (b)homophobic or racist material using the Software;

use the Software for any purpose other than for the purpose for which it was
designed, including you must not use the Solution in a manner that is illegal or
fraudulent or facilitates illegal or fraudulent activity (including requesting or

• (a)accepting a job which includes illegal activities or purposes;

• (a)submit any material that is owned or copyrighted by a third party;

• (a)make copies of the Software;

• (a)adapt, modify or tamper in any way with the Software;

remove or alter any copyright, trade mark or other notice on or forming part of

• (a)the Software or Documentation;

act in any way that may harm our reputation or that of associated or interested

• (a)parties or do anything at all contrary to the interests of us or the Software;

use the Software in a way which infringes the Intellectual Property Rights of any

• (a)third party;

• (a)create derivative works from or translate the Software;

publish or otherwise communicate the Software to the public, including by

• (a)making it available online or sharing it with third parties;

integrate the Software with third party data or Software, or make additions or
changes to the Software, (including by incorporating APIs into the Software)
other than integrating in accordance with any instructions provided by us in

• (a)writing;

intimidate, harass, impersonate, stalk, threaten, bully or endanger any other
User or distribute unsolicited commercial content, junk mail, spam, bulk content

• (a)or harassment in connection with the Software;

sell, loan, transfer, sub-licence, hire or otherwise dispose of the Software to any

• (a)third party, other than granting a User access as permitted under these Terms;

decompile or reverse engineer the Software or any part of it, or otherwise

• (a)attempt to derive its source code;

share your Account or Account information, including log in details or
passwords, with any other person and that any use of your Account by any
person who is not the account holder is strictly prohibited. You must
immediately notify us of any unauthorised use of your Account, password or

• (a)email, or any other breach or potential breach of the Solution’s security;

use the Solution for any purpose other than for the purpose for which it was
designed, including you must not use the Solution in a manner that is illegal or
fraudulent or facilitates illegal or fraudulent activity (including requesting or

• (a)accepting a job which includes illegal activities or purposes);

• ((xviii))make any automated use of the Solution and you must not copy, reproduce,

translate, adapt, vary or modify the Solution without our express written

• (a)consent;

attempt to circumvent any technological protection mechanism or other security
feature of the Software.

If you become aware of misuse of your Solution by any person, any errors in the material
on your Solution or any difficulty in accessing or using your Service, please contact us
immediately using the contact details or form provided on our Website.

You agree, and you must ensure that all Users agree:

• (a)to comply with each of your obligations in these Terms;

• (a)to sign up for an Account to use the Solution;

Software, by us or another User, is general in nature and we take no
responsibility for anything caused by any actions you take in reliance on that
information; and

that we may cancel your, or any User’s, Account at any time if we consider, in

• (a)our absolute discretion, that you or they are in breach of, or are likely to breach,
• (b)this clause 5.7.

18. Use Of Translation Technology And The Solution

You acknowledge and agree that the translations provided by the Solution are generated
using a combination of artificial intelligence, machine translation, and other technologies.
While machine-generated translations may often provide accurate results, they are not
guaranteed to be 100% accurate or contextually appropriate in all scenarios. The
backend also utilizes additional algorithms to customize and improve translations where
possible. However, you agree not to rely solely on these translations for decision-making.

• (a)You understand that no human review or oversight is performed on these translations,
• (b)and the machine-generated translations should be used at your own discretion and risk.

You acknowledge and agree that when the application is running, any screenshots taken
will automatically be sent to our backend for processing and translation, even if the
screenshot was not intended for translation. Upon starting the app, you will receive a
notification stating: "CoTranslator is running. All screenshots taken will be sent for
processing. Pause the app if you do not wish to translate the screenshots."(or a similar

• (a)statement for such message subject to future revision) You understand and accept that,

in the event the screenshot is processed for translation, the original image in the
clipboard or folder may be overwritten or replaced, and we will not be held responsible for
any loss of the original screenshot data. You agree to pause or disable the app if you do
not wish to have screenshots sent for translation.

19. Screenshot Data Handling

The Solution processes Screenshot Data solely for the purpose of delivering the Service.
However, such content will not be stored in our database or retained beyond the
immediate processing required for service delivery. We do not retain any Screenshot
Data or image data after processing, and we make no guarantees regarding the long-
term availability or storage of such content. By using the Solution, you consent to the
limited use and processing of your Screenshot Data as described herein.

You further acknowledge that the application may use third-party software, including but
not limited to the "Hotkey" tool for Windows users, to facilitate the screenshot function. By
using the Solution, you consent to the use of such third-party tools as part of the Service.

• (a)We make no warranties regarding the functionality or security of these third-party tools,

and you agree to hold us harmless for any issues, including but not limited to functionality
or security risks, arising from the use of such third-party software.

20. Folder Creation

You acknowledge and agree that the application utilises the operating system’s screenshot function
on both Mac and Windows devices. On Mac, the application creates a folder on the desktop to
save Screenshot Data. While we make reasonable efforts to prevent issues, you understand that
there is a very remote possibility that the folder creation process may inadvertently overwrite or
delete other folders with the same name. You agree to indemnify, defend, and hold us harmless
from any claims, damages, or losses arising out of or in connection with any such loss of data or
files, including but not limited to any unintended overwriting or deletion of files caused by the
application’s folder creation process.

21. Fees And Payment

22. Subscription Fees

All Subscription Fees must be paid in advance and are non-refundable for change of
mind.

The amount payable for your Subscription Fees will depend on the relevant Subscription
Tier selected and as displayed on the Website at the time of purchase.

To ensure that you are provided an uninterrupted experience of the Solution, your
Subscription will continue to renew on an automatic indefinite basis unless you notify us
that you wish to cancel in accordance with this clause 6 (Automatic Renewal).

While your Subscription is maintained, your Subscription Fees will continue to be debited
either at the beginning of each Renewal Period from the payment method you nominated
when you registered for an Account.

By signing up for a recurring Subscription, you acknowledge and agree that your
Subscription has an initial and recurring payment feature, and you accept responsibility
for all recurring charges prior to your cancellation of your Subscription.

If you fail to cancel your Subscription prior to a Renewal Period and you are charged
recurring charges, you have up to 5 Business Days from the date of that renewal to
cancel your Subscription by contacting us through support@cotranslator.com (Grace

Period). Cancellation within the Grace Period will allow you to cancel without penalty, but
you must reach out within this period. If you cancel your Subscription within the Grace
Period, please contact us via the email address specified above to request a refund for
any recurring fees charged during this period. The refund amount will be proportional to
the unused screenshot quota within the Renewal Period. The special cancellation link on
our website only provides for immediate cancellation of the current Free Trial or
cancellation of the next billing cycle’s renewal.

We may, from time to time, change our Subscription Fees and provide you with 5
Business Days’ notice prior to the changes. During this time, you have the opportunity to
cancel your Subscription with us. If you do not cancel your Subscription before the new
Subscription Fees take effect, the Grace Period will apply.

23. Late Payments

We reserve the right to suspend all or part of the Solution indefinitely if you fail to pay any Fees in
accordance with this clause 6.

GST

Unless otherwise indicated, the Fees do not include GST. In relation to any GST payable for a
taxable supply by us, you must pay the GST subject to us providing a tax invoice.

24. Card Surcharges

We reserve the right to charge credit card surcharges in the event payments are made using a
credit, debit or charge card (including Visa, MasterCard or American Express).

25. Online Payment Partner

We may use third-party online payment partner, currently Stripe (Online Payment
Partner) to process and collect the Fees.

Provided that the Service Provider has notified the Client of such Third Party Terms and
provided the Client with a copy of those terms, you acknowledge agree that:

the processing of payments by the Online Payment Partner will be, in addition
to this agreement, subject to the terms, conditions and privacy policies of the
Online Payment Partner, which can be found here
(https://stripe.com/au/legal/ssa);

you release us and our Personnel in respect of all liability for loss, damage or
injury which may be suffered by any person arising from any act or omission of
the Online Payment Partner, including any issue with security or performance of
the Online Payment Partner’s platform or any error or mistake in processing
your payment; and

We reserve the right to correct, or to instruct our Online Payment Partner to
correct, any errors or mistakes in collecting your payment.

You have the right to reject any terms and conditions of the Online Payment Partner. If
you reject those terms, we cannot provide you with the Service and clause 17 will apply.

26. Currency Conversion

All prices listed on our website are in United States Dollars (USD), regardless of your
location. If you are making a purchase from outside the United States, your financial
institution or payment processor will convert the total amount into your local currency at
the applicable exchange rate.

The exchange rate used for the currency conversion is determined by your payment
provider, and we are not responsible for any fluctuations or differences in the exchange
rate that may affect the final price charged to you.

Your payment provider may charge additional fees or charges for currency conversion or
international transactions. These charges are beyond our control and are your
responsibility. Please check with your payment provider for any such fees.

The final amount you will be charged for your purchase will depend on the exchange rate
and any additional fees applied by your payment provider at the time of the transaction.

27. Submitted Material

28. Warranties

By providing or posting any information, Material or other content in connection with the Software
(Submitted Material), you represent and warrant that, and must ensure that all Users make
equivalent representations and warranties:

you are authorised to provide the Submitted Material (including by being authorised to

• (a)provide any services that you represent you provide);

any Submitted Material which is in the form of a review or feedback is honest, accurate

• (a)and presents a fair view of the relevant person and/or your experience;

the Submitted Material is free from any harmful, discriminatory, defamatory or maliciously

• (a)false implications and does not contain any offensive or explicit material;

the Submitted Material is free from any material that may harm our reputation or that of

• (a)associated or interested parties;

the Submitted Material is not "passing off" of any product or service and does not

• (a)constitute unfair competition;

the Submitted Material does not infringe any Intellectual Property Rights, including
copyright, trademarks, business names, patents, Confidential Information or any other

• (a)similar proprietary rights, whether registered or unregistered, anywhere in the world;

the Submitted Material does not contain any viruses or other harmful code, or otherwise
compromise the security or integrity of the Solution or any network or system; and

the Submitted Material does not breach or infringe any applicable Laws.

29. Licence

• (a)You grant, and must ensure that all Users grant, to us a perpetual, irrevocable,
• (b)transferable, worldwide and royalty-free licence (including the right to sublicense) to use,

copy, modify, reproduce and adapt any Intellectual Property Rights in any Submitted
Material in Account for us to use, exploit or otherwise enjoy the benefit of such Submitted
Material.

If it is determined that you retain moral rights (including rights of attribution or integrity) in
any Submitted Material, you release us from any and all claims that you could assert
against us by virtue of any such moral rights, and you must ensure that all Users grant an
equivalent release.

You indemnify us against all damages, losses, costs and expenses incurred by us arising
in connection with any third party claim that Submitted Material infringes any third party’s
Intellectual Property Rights.

30. Removal

The Software acts as a passive platform for the online distribution of Submitted Material
and has no obligation to screen Submitted Material before it is shared or made available.
However, we may, in our absolute discretion, review and remove any Submitted Material
from the Solution at any time, without providing an explanation or justification for removal.
This may occur, for example, if we determine that the Submitted Material infringes a third
party’s Intellectual Property Rights, or is reasonably likely to do so.

You agree that you are responsible for keeping and maintaining records of Submitted
Material.

31. Intellectual Property And Data

32. Software Content Intellectual Property

(Our ownership) We retain ownership of all Materials provided to you throughout the

• (a)course of your Service in connection with the Software (including text, graphics, logos,

design, icons, images, sound and video recordings, pricing, downloads and software)
(Software Content) and reserve all rights in any Intellectual Property Rights owned or
licensed by us in the Software Content not expressly granted to you.

(Licence to you) You are granted a licence to the Software Content and you may make
a temporary electronic copy of all or part of any materials provided to you for the sole
purpose of viewing them and using them for the purposes of the Software. You must not
otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or
any Software Content without prior written consent from us or as otherwise permitted by

33. User Data

Our Rights and Obligations

• (a)You grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable,

worldwide and irrevocable licence to use User Data to the extent reasonably required to
provide the Solution, and for our internal business purposes, including to improve the
Solution and our other products and services, and including to apply machine learning
and other analytics processes to the User Data, to gain commercial insights and other
associated learnings, and to improve the Solution, our business and our other products
and services.

We reserve the right to remove any User Data at any time, for any reason, including

• (a)where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic,
• (b)sexist, homophobic or racist.

Your Obligations and Grant of Licence to Us

You are responsible for ensuring that:

You:

34. Privacy

you share User Data only with intended recipients; and

all User Data is appropriate and not in contravention of these Terms.

warrant that our use of User Data will not infringe any third-party Intellectual
Property Rights; and

indemnify us from and against all losses, claims, expenses, damages and
liabilities (including any taxes, fees or costs) which arise out of such
infringement.

We collect personal information about you in the course of providing you with the
Solution, to contact and communicate with you, to respond to your enquiries and for other
purposes set out in our Privacy Policy which can be found at
https://www.cotranslator.com/privacy-policy

Our Privacy Policy contains more information about how we use, disclose and store your
personal information and details how you can access and correct your personal
information.

By agreeing to these Terms, you agree to our handling of personal information in
accordance with our Privacy Policy.

We do not store any personal data or sensitive information provided by you in connection
with the use of the Solution. Any data you provide, including screenshots, files, and any
other documents, is processed to generate translation in real-time and not retained by us
beyond the duration of the specific transaction or session.

Please note that we use third-party services and websites to facilitate the operation of the
Solution. These third-party services may collect, store, or process your data, including
personal and sensitive information, in accordance with their own privacy policies. We are
not responsible for the data handling practices of these third-party services as set out in
clause 13.

It is your responsibility to review and ensure that you are comfortable with the privacy
practices of any third-party services used in connection with the Solution. By using the
Solution, you consent to disclosing your information to these third parties as necessary
for the provision of the services.

We are not liable for any loss, damage, or breach of privacy arising from the use of third-
party services. You agree to indemnify us against any claims, losses, or damages related
to the sharing of your information with third parties.

35. Third Party Terms

If we are required to acquire goods or services supplied by a third party, you may be
subject to the terms and conditions of that third party ('Third Party Terms'). All terms can
be found at: http://www.cotranslator.com/third-party-terms

Provided that we have notified you of such Third Party Terms and provided you with a
copy of those terms, you agree to any Third Party Terms applicable to any goods or
services supplied by a third party that we acquire as part of providing the Solution to you
and we will not be liable for any loss or damage suffered by you in connection with such
Third Party Terms.

You have the right to reject any Third Party Terms. If you reject the Third Party Terms, we
cannot provide the Solution to you and clause 17 will apply.

36. Confidentiality

Except as contemplated by these Terms, a party must not, and must not permit any of its
Personnel, use or disclose to any person any Confidential Information disclosed to it by
the other party without the disclosing party’s prior written consent.

Each party must promptly notify the other party if it learns of any potential, actual or
suspected loss, misappropriation or unauthorised access to, or disclosure or use of
Confidential Information or other compromise of the security, confidentiality, or integrity of
Confidential Information.

The notifying party will investigate each potential, actual or suspected breach of
confidentiality and assist the other party in connection with any related investigation.

37. Liability

38. Warranties And Limitations

(Warranties) We warrant that:

during the Subscription Period or term of the Service, the Software will perform

• (a)substantially in accordance with the Website;

during the Subscription Period or term of the Service, the Solution will be
provided as described to you in, and subject to, these Terms; and

to our knowledge, the use of the Software in accordance with these Terms will
not infringe the Intellectual Property Rights of any third party.

(Errors) We will correct any errors, bugs or defects in the Software which arise during
your Service and which are notified to us by you, unless the errors, bugs or defects:

result from the interaction of the Software with any other solution or computer

• (a)hardware, software or services not approved in writing by us;

result from any misuse of the Software; or

result from the use of the Software by you other than in accordance with these
Terms.

(Service Limitations) While we will use our best endeavours to ensure the Solution is
working for its intended purpose, you acknowledge and agree that from time to time, you
may encounter the following issues:

• (a)the Solution may have errors or defects;

• (a)the Solution may not be accessible at times;

messages sent through the Solution may not be delivered promptly, or delivered

• (a)at all;

information you receive or supply through the Solution may not be secure or
confidential; or

any information provided through the Solution may not be accurate or true.

(Exclusion) To the maximum extent permitted by applicable law, all express or implied
representations and warranties not expressly stated in these Terms are excluded.

(Consumer law) Nothing in these Terms is intended to limit the operation of the
Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth)
(ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund,
replacement or repair) if there is a failure with the goods or services provided.

39. Liability

To the maximum extent permitted by law and subject to clause 15.2(b), the total liability of
each party in respect of loss or damage sustained by the other party in connection with
these Terms or the Solution is limited to the total Fees paid to us by you in the 6 months
preceding the date of the event giving rise to the relevant liability. In the event that no
Fees have been paid, the liability shall be capped at $100.

Clause 15.2(a) does not apply to your liability in respect of loss or damage sustained by
Planets Software arising from your breach of:

third party intellectual property rights; or

clauses 2, 5.3, 5.4, 6, 10, 11, 12, and 14.

40. Consequential Loss

To the maximum extent permitted by law, neither party will be liable for any incidental, special or

• (a)consequential loss or damages, or damages for loss of data, business or business opportunity,

goodwill, anticipated savings, profits or revenue in connection with these Terms or any goods or
services provided by us, except:

in relation to a party’s liability for fraud, personal injury, death or loss or damage to
tangible property; or

to the extent this liability cannot be excluded under the Competition and Consumer Act
2010 (Cth).

41. Changes To Your Service

42. Refunds

Once the Fees have been debited from your Account, all Subscription Fees are non-refundable for
failure to use or change of mind except within the Grace Period specified in clause 9.1(f) (subject to
Australian Consumer Law). Please let us know if you have any issues with our Services that you
think should entitle you to a refund and we'll consider your situation.

43. Amending Your Service

You may notify us that you would like to upgrade, downgrade or otherwise amend your
Service or Subscription Tier at any time. If you do, we will:

take reasonable steps to promptly provide you with access to the new Service
or Subscription Tier; and

For upgrades, your current quota will be retained and added to the new quota
for the current billing cycle. The new Fees will be applied at the time of the

upgrade request, with the upgraded plan starting immediately and the old plan
being canceled at the same time. Any new quota will begin to accrue, and there

• (a)will be no refund for the old plan;

• (a)For downgrades, the new Fees will apply starting from the next Renewal Period,

and access to the new Service or Subscription Tier will take effect at the
beginning of that period. Downgrades generally will not be pro-rated between
Renewal Periods, although we reserve the right to do so at our discretion.

If you choose to downgrade or otherwise amend your Service or Subscription Tier, you
acknowledge and agree we are not liable, and you release us from all claims in relation
to, any loss of content, features, or capacity, including any User Data.

44. Cancellation

45. Cancellation At Any Time

Either party may cancel or terminate the Service for convenience by providing written notice to the
other party. Cancellation will take effect immediately upon notice, and the service will cease at the
end of the current billing cycle, with no further charges applicable for the next billing cycle.

46. Cancellation For Breach

Either party may cancel your Service immediately by written notice if there has been a
Breach of these Terms.

A "Breach" of these Terms means:

a party (Notifying Party) considers the other party (or any of its Personnel or

• (a)Users) is in breach of these Terms and notifies the other party;

the other party is given 10 Business Days to rectify the breach; and

the breach has not been rectified within 10 Business Days or another period
agreed between the parties in writing.

47. Effect Of Cancellation

Upon termination of this agreement:

you will no longer have access to the Solution, your Account or your User Data and we
will have no responsibility to store or otherwise retain any User Data (and you release us
in respect of any loss or damage which may arise out of us not retaining any User Data

• (a)beyond that point);

unless agreed in writing, any Subscription Fees that would otherwise have been payable
after termination for the remainder of the relevant Renewal Period will remain payable

• (a)and, to the maximum extent permitted by law, no Fees already paid will be refundable;

and

each party must comply with all obligations that are by their nature intended to survive the
end of this agreement.

48. Dispute Resolution

A party claiming that a dispute has arisen under or in connection with this agreement
must not commence court proceedings arising from or relating to the dispute, other than a
claim for urgent interlocutory relief, unless that party has complied with the requirements
of this clause.

A party that requires resolution of a dispute which arises under or in connection with this
agreement must give the other party or parties to the dispute written notice containing
reasonable details of the dispute and requiring its resolution under this clause.

Once the dispute notice has been given, each party to the dispute must then use its best
efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of
14 days (or such other period as agreed by the parties in writing) after the date of the
notice, any party to the dispute may take legal proceedings to resolve the dispute.

49. Force Majeure

We will not be liable for any delay or failure to perform its obligations under this
agreement if such delay or failure arises out of a Force Majeure Event.

If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:

reasonable details of the Force Majeure Event; and

so far as is known, the probable extent to which We will be unable to perform or
be delayed in performing its obligations under this agreement.

Subject to compliance with clause 19(b), our relevant obligation will be suspended during
the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

For the purposes of this agreement, a 'Force Majeure Event' means any:

• (a)act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide,
• (b)explosion or fire;

• (a)strikes or other industrial action outside of the control of us;

war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil
commotion, epidemic, pandemic; or

any decision of a government authority in relation to COVID-19, or any threat of
COVID-19 beyond the reasonable control of us, to the extent it affects our ability
to perform our obligations.

50. Notices

A notice or other communication to a party under these Terms must be:

in writing and in English; and

delivered via email to the other party, to the email address specified on the
Account, or if no email address is specified on the Account, then the email
address most regularly used by the parties to correspond regarding the subject
matter of this agreement as at the date of this agreement (Email Address). The
parties may update their Email Address by notice to the other party.

Unless the party sending the notice knows or reasonably ought to suspect that an email
was not delivered to the other party’s Email Address, notice will be taken to be given:

24 hours after the email was sent, unless that falls on a Saturday, Sunday or a
public holiday in the state or territory whose laws govern this agreement, in
which case the notice will be taken to be given on the next occurring business
day in that state or territory; or

• (a)when replied to by the other party,

whichever is earlier.

51. General

52. Governing Law And Jurisdiction

This agreement is governed by the law applying in Western Australia, Australia. Each party
irrevocably submits to the exclusive jurisdiction of the courts of Western Australia, Australia and
courts of appeal from them in respect of any proceedings arising out of or in connection with this
agreement. Each party irrevocably waives any objection to the venue of any legal process on the
basis that the process has been brought in an inconvenient forum.

53. Waiver

No party to this agreement may rely on the words or conduct of any other party as a waiver of any
right unless the waiver is in writing and signed by the party granting the waiver.

54. Severance

Any term of this agreement which is wholly or partially void or unenforceable is severed to the
extent that it is void or unenforceable. The validity and enforceability of the remainder of this
agreement is not limited or otherwise affected.

55. Joint And Several Liability

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or
benefits them jointly and severally.

56. Assignment

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this
agreement without the prior written consent of the other party.

57. Entire Agreement

This agreement embodies the entire agreement between the parties and supersedes any prior
negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to
the subject matter of this agreement.

58. Interpretation

(singular and plural) words in the singular includes the plural (and vice versa);

(currency) a reference to $, US$, or "dollar" is a reference to the United States Dollars

59. (Usd);

(gender) words indicating a gender includes the corresponding words of any other

• (a)gender;

(defined terms) if a word or phrase is given a defined meaning, any other part of speech

• (a)or grammatical form of that word or phrase has a corresponding meaning;

(person) a reference to "person" or "you" includes an individual, the estate of an
individual, a corporation, an authority, an association, consortium or joint venture
(whether incorporated or unincorporated), a partnership, a trust and any other entity;

(party) a reference to a party includes that party’s executors, administrators, successors
and permitted assigns, including persons taking by way of novation and, in the case of a

• (a)trustee, includes any substituted or additional trustee;

(this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment
or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or
annexure to or of this agreement, and a reference to this agreement includes all

• (a)schedules, exhibits, attachments and annexures to it;

(document) a reference to a document (including this agreement) is to that document as

• (a)varied, novated, ratified or replaced from time to time;

(headings) headings and words in bold type are for convenience only and do not affect

• (a)interpretation;

(includes) the word "includes" and similar words in any form is not a word of limitation;
and

(adverse interpretation) no provision of this agreement will be interpreted adversely to a
party because that party was responsible for the preparation of this agreement or that
provision.

60. Definitions

Term

Definition

Confidential Information means information of or provided by a party that is by its nature is confidential
information, is designated by that party as confidential, or that the other party
knows or ought to know is confidential, but does not include information, which
is or becomes, without a breach of confidentiality, public knowledge.

Documentation

Refers to all manuals, help files, and other documents supplied by us to you
relating to the Software, whether in electronic or hardcopy form.

61. Eula

means the End User Licence Agreement in Schedule 2.

Intellectual Property
Rights

Material

Personnel

Service

Screenshot Data

Software

means any and all present and future intellectual and industrial property rights

• (a)throughout the world (whether registered or unregistered), including copyright,

trade marks, designs, patents, moral rights, semiconductor and circuit layout
rights, trade, business, company and domain names, and other proprietary
rights, trade secrets, know-how, technical data, confidential information and the
right to have information kept confidential, or any rights to registration of such
rights (including renewal), whether created before or after the date of
this agreement.

means any files, data, documents, information, or other materials that are
submitted to the Software by you or any other User, or which you, your
Personnel, or Users otherwise provide to us under or in connection with these
Terms, including any Intellectual Property Rights attaching to those materials.
This includes information submitted during the sign-up process on the Website.

means, in respect of a party, its officers, employees, contractors (including
subcontractors) and agents.

refers to the CoTranslator package or product selected by you, as described in
these Terms, and includes any other goods or services provided by us under
these Terms. The Service is governed by your chosen Subscription Tier.

means a specific type of Working Data referring to images or screenshots
automatically captured by the Software (either by user action or automatically)
and sent to the backend for processing, such as translation. Screenshot Data is
processed but not stored or retained beyond the immediate processing required
for service delivery.

Refers to the CoTranslator software, which is the SaaS-based solution offered
by Planets Software Pty Ltd, enabling streamlined text and document translation
across multiple languages, as detailed on our Website.

Software Content

has the meaning set out in clause 11.1(a), referring to the content provided as
part of the Software.

Solution

Subscription

refers to the combination of the Service, the Software, any related Software
Content, and any ancillary Documentation, as outlined in your Subscription Tier.

Refers to the access and use of the Service as specified by your chosen
Subscription Tier, which includes the benefits and limitations of that tier, as
described on our Website or communicated to you at the time of subscription.

Subscription Fees

has the meaning set out in clause 9.1 of these Terms.

Subscription Period

means the period of your Subscription to the Solution as agreed on the Website.

Subscription Tier

has the meaning given in clause 5.2(a).

Submitted Materials

• (a)means Materials, including documents, files, glossaries, or any other content,

that are actively uploaded or provided by you or your Users to the Software for
processing, such as for translation or other services.

Support Services

has the meaning given in clause 5.6.

Term

User

User Data

Website

Working Data

Definition

means you and any third party end user of the Software who you make the
Software available to.

• (a)Means any files, data, documents, information, or any other materials that you,

your personnel, or any users submit to the Software. This includes all data that
is explicitly uploaded or provided, such as documents, glossaries, and any data
shared through the app (including information provided during sign-up). This
data is typically intended to be retained or stored and is submitted via direct
actions (e.g., uploading files).

means the website at the URL set out in the first paragraph of these Terms, and
any other website operated by us in connection with the Solution.

means data generated or processed by the Software that is not directly
submitted by you. This includes content like screenshots or other data
automatically captured or processed by the Software but not stored or retained
long-term. Working Data is used for the purpose of delivering the Service.

Schedule 2

End User Licence Agreement

62. Key Terms

Term

End User

Meaning

means you, or any person to whom the Licensee provides the Solutions and
this EULA.

Head Agreement

means the agreement between the Provider and the Licensee in relation to the
Solutions.

Solution

Licensee

Purpose

Provider

Means "CoTranslator" as described on our Website.

means the entity which has entered into the Head Agreement with the Provider
in relation to the Software for the purpose of sublicensing the Software to the
End User.

means to Facilitate text and table translation.

means Planets Software Pty Ltd ACN 673 972 597.

63. Applicability And Deemed Acceptance

This EULA applies to any End Users of the Solutions. You agree to, and will be deemed
to have accepted, this EULA when you access the Solutions.

By accessing the Solutions, you irrevocably consent to the terms of this EULA and
represent and warrant that you will comply with the scope and restrictions of this End

• (a)User Licence to the Solutions provided under this EULA. If you do not accept this EULA,
• (b)you must not access, use or otherwise view the Solutions.

This EULA commences on the date the Solutions are provided to you and will end when
written notice is provided to you.

64. Use Of Licensed Materials

65. Grant Of Licence

You are granted a revocable, worldwide, royalty-free licence to use the Solutions for the
Purpose.

You must only use the Licenced Materials:

• (a)in accordance with the limitations of the Purpose;

in a manner that is consistent and compliant with clause 2.2; and

in compliance with any other restrictions notified to you in writing by the
Licensee or the Provider from time to time.

66. Restrictions On Licence

Except in accordance with clause 2.1(b), you must not, without prior written approval from the
Licensee or the Provider in their absolute discretion:

• (a)submit sensitive information or commercial secrets to the Solution;

• (a)submit any harmful, discriminatory, defamatory, maliciously false implications, offensive,

explicit, inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist

• (a)material to the Solution;

• (a)submit any material that is owned or copyrighted by a third party;

• (a)make copies of the Solution;

• (a)adapt, modify or tamper in any way with the Solution;

remove or alter any copyright, trade mark or other notice on or forming part of the

• (a)Solution;

• (a)create derivative works from, translate or reproduce the Solution;

publish or otherwise communicate the Solution to the public, including by making it

• (a)available online or sharing it with third parties;

sell, loan, transfer, sub-licence, hire or otherwise dispose of the Solution to any third

• (a)party;

decompile or reverse engineer the Solution or any part of it, or otherwise attempt to

• (a)derive its source code;

attempt to circumvent any technological protection mechanism or other security feature of

• (a)the Solution;

• (a)permit any unauthorised person to use or access the Solution;

intimidate, harass, impersonate, stalk, threaten, bully or endanger any other user of the
Solution or distribute unsolicited commercial content, junk mail, spam, bulk content or

• (a)harassment in connection with the Solution;

share your Solution account information with any other person and that any use of your
account by any other person is strictly prohibited. You, must immediately notify the
Provider of any unauthorised use of your account, password or email, or any other

• (a)breach or potential breach of the Solution’s security;

• (a)use the Solution for any purpose other than for the purpose for which it was designed,

such as not using the Solution in a manner that is illegal or fraudulent or facilitates illegal
or fraudulent activity; nor

act in any way that may harm the Provider’s reputation or that of associated or interested
parties or do anything at all contrary to the interests of the Provider or the Solution.

67. Limitations Of Solution

The Provider does not guarantee, and make no warranties, to the extent permitted by law, that:

• (a)the Solutions will be free from errors or defects;

the Solutions will be accessible or available at all times; or

any information provided through the Solutions is accurate or true.

68. Disclaimers

• (a)The Provider does not accept responsibility for any unauthorised use, destruction, loss,

damage or alteration to your data or information, your computer systems, mobile phones
or other electronic devices arising in connection with use of the Solutions.

You must take your own precautions to ensure that the process which you employ for

• (a)accessing the Solutions does not expose you to the risk of hacking, malware,
• (b)ransomware, viruses, malicious computer code or other forms of interference.

You indemnify the Provider and its employees, agents and contractors (Personnel) in
respect of all liability for loss, damage or injury which may be suffered by any person
arising from, or in connection with, your use of the Solutions or breach of this EULA (or
both, as the case may be).

You acknowledge and agree that the Provider will have no liability for any act or omission
by you which results in or contributes to damage, loss or expense suffered by you or
another user in connection with the use of the Solutions and indemnify the Provider for
any such damage, loss or expense.

All express or implied representations and warranties given by the Provider or its
Personnel are, to the maximum extent permitted by applicable law, excluded. Where any
law implies a condition, warranty or guarantee into this EULA which may not lawfully be

excluded, then to the maximum extent permitted by applicable law, our (and our
Personnel’s) liability for breach of that non-excludable condition, warranty or guarantee
will, at our option, be limited to:

in the case of goods, their replacement or the supply of equivalent goods or
their repair; and

in the case of services, the supply of the services again, or the payment of the
cost of having them supplied again.

To the maximum extent permitted under applicable law, including the Competition and
Consumer Act 2010 (Cth), under no circumstances will the Provider or its Personnel be
liable for any incidental, special or consequential loss or damages, or damages for loss of
data, business or business opportunity, goodwill, anticipated savings, profits or revenue
arising under or in connection with the Solutions, this EULA or their subject matter.

69. Liability

The total liability of each party in respect of loss or damage sustained by the other party in
connection with these Terms or the Solution is limited to the total Fees paid to us by you in the 6
months preceding the date of the event giving rise to the relevant liability. In the event that no Fees
have been paid, the liability shall be capped at $100.

70. Termination

71. Automatic Termination

This agreement will be automatically terminated, and your licence to the Solutions will be
immediately revoked, if the Head Agreement expires or is terminated.

72. Termination By Service Provider Or Licensee

The Provider or the Licensee (or both) may terminate this agreement immediately by notice to you
(as an individual user, without terminating the Head Agreement) if:

you are in breach of any term of this agreement and have failed to remedy the breach
within 10 Business Days after the notice; or

• (a)you commit, or the Provider or the Licensee reasonably suspects that you may commit,
• (b)any breach of this agreement including, without limitation, clause 2.

73. Effect Of Expiry Or Termination

In the event of expiry or termination of this EULA, you must immediately cease using the
Solutions;.

Termination of this agreement will not affect any rights accruing to either party to the date
of termination nor any obligation performed to the date of termination or any obligation
which expressly or impliedly survives termination of this agreement.

74. Your Data On Termination

You are solely responsible for removing any information you store in the Solution prior to
termination of this agreement. The Provider will not be liable to you for any loss of your or any other
user’s data or information upon termination of this agreement.

75. General

76. Governing Law And Jurisdiction

This agreement is governed by the law applying in Western Australia, Australia. Each party
irrevocably submits to the exclusive jurisdiction of the courts of Western Australia, Australia and
courts of appeal from them in respect of any proceedings arising out of or in connection with this
agreement. Each party irrevocably waives any objection to the venue of any legal process on the
basis that the process has been brought in an inconvenient forum.

77. Waiver

No party to this agreement may rely on the words or conduct of any other party as a waiver of any
right unless the waiver is in writing and signed by the party granting the waiver.

78. Further Acts And Documents

Each party must promptly do all further acts and execute and deliver all further documents required
by law or reasonably requested by another party to give effect to this agreement.

79. Assignment

You can’t assign, novate or otherwise transfer your rights or obligations under this agreement
without the Provider’s prior consent.

80. Entire Agreement

This agreement embodies the entire agreement between the parties and supersede any prior
negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to
the subject matter of this agreement.