TERMS AND CONDITIONS

Introduction

Introduction

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 assistance services in a wide range of languages, accessible to users from various countries and regions, 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.

1. Reading and Accepting These Terms

• (a)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.
• (b)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.
• (c)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.

2. Eligibility

• (a)By accepting these Terms, you represent and warrant that:
  • (i)you have the legal capacity and authority to enter into a binding contract with us; and
  • (ii)you are authorised to use the payment you provided when purchasing a Service.
• (b)The Software is not intended for unsupervised use by any person who has previously been suspended or prohibited from using the Software.
• (c)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.

3. Disclaimer

You acknowledge and agree that:

• (a)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 constitute financial, legal, or any other kind of professional advice;
• (b)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 may apply to your use of the Solution;
• (c)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 any use of translations that are inappropriate, misleading, or incorrect for any purpose, including business, legal, or personal use;
• (d)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 terms outlined in this agreement;
• (e)The Solution is provided “as is” and “as available,” without any representations or warranties of any kind, either express or implied, including but not limited to the accuracy, 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 secure;
• (f)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 any part of the Solution unless explicitly authorised in writing by the company;
• (g)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 consents or legal bases for such data processing are obtained in advance;
• (h)You agree to indemnify, defend, and hold harmless the company, its affiliates, and their 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.
• (i)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 might be 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.
• (j)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 indemnify, defend, and hold us harmless from any and all claims, damages, losses, 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.

4. Duration of the Services

4.1 Free Trial

• (a)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.
• (b)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 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.
• (c)The Free Trial period begins when the user first activates the plan and lasts for the duration specified at the time of activation, typically one month. 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.
• (d)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.
• (e)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.
• (f)Users may cancel their Free Trial at any time during the Free Trial period by following the instructions in their account settings.
• (g)We reserve the right to terminate or modify the Free Trial offer at any time without prior notice. If the user violates any of the terms and conditions during the Free Trial period, we may terminate the Free Trial and suspend access to the Solution.

4.2 Subscription Users

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

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

5. The Solution

5.1 Users and EULA

• (A)You must, and must ensure that all users of the Solution:
  • (i)comply with this agreement (including the EULA) at all times; and
  • (ii)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.

5.2 Scope of Service and the Solution

• (a)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.
• (b)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 ).

5.3 Account Registration

• (a)To use the Solution, you are required to sign-up, register and receive an account through the Website (an Account ).
• (b)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 Account, you authorise us to access and use certain Social Media Account information, including but not limited to your Social Media Account profile.
• (c)( 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.
• (d)( 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.
• (e)( 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.

5.4 Maintaining Your Account

• (a)You agree that you’re solely responsible for:
  • (i)maintaining the confidentiality and security of your CoTranslator Account information and your password; and
  • (ii)any activities and those of any third party that occur through your CoTranslator Account, whether those activities have been authorised by you or not.
• (b)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.
• (c)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.
• (d)CoTranslator may, in its absolute discretion, suspend or cancel your CoTranslator Account for any reason, including for any failure to comply with these terms.

5.5 Software

• (a)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.

• (b)We may change any features of the Solution at any time on notice to you.

5.6 Support Services

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

• (a)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 with issues that are beyond our reasonable control);
• (b)we will use our best endeavours to respond to requests for Support Services and you acknowledge that we may not be available 24/7 or respond within a particular time frame;
• (c)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
• (d)you will not have any claim for delay to your access to the Software due to any failure or delay in Support Services.

5.7 Client Obligations

You agree to:

• (a)provide us with all documentation, information and assistance reasonably required by us to perform the Services; and
• (b)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.

5.8 Client Material

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

5.9 Your Obligations

• (a)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.
• (b)You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:
  • (i)submit sensitive information or commercial secrets using the Software;
  • (ii)submit any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Software;
  • (iii)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 accepting a job which includes illegal activities or purposes;
  • (iv)submit any material that is owned or copyrighted by a third party;
  • (v)make copies of the Software;
  • (vi)adapt, modify or tamper in any way with the Software;
  • (vii)remove or alter any copyright, trade mark or other notice on or forming part of the Software or Documentation;
  • (viii)act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Software;
  • (ix)use the Software in a way which infringes the Intellectual Property Rights of any third party;
  • (x)create derivative works from or translate the Software;
  • (xi)publish or otherwise communicate the Software to the public, including by making it available online or sharing it with third parties;
  • (xii)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 writing;
  • (xiii)intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Software;
  • (xiv)sell, loan, transfer, sub-licence, hire or otherwise dispose of the Software to any third party, other than granting a User access as permitted under these Terms;
  • (xv)decompile or reverse engineer the Software or any part of it, or otherwise attempt to derive its source code;
  • (xvi)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 email, or any other breach or potential breach of the Solution’s security;
  • (xvii)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 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 consent;
  • (xix)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.
• (c)You agree, and you must ensure that all Users agree:
  • (i)to comply with each of your obligations in these Terms;
  • (ii)to sign up for an Account to use the Solution;
  • (iii)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
  • (iv)that we may cancel your, or any User’s, Account at any time if we consider, in our absolute discretion, that you or they are in breach of, or are likely to breach, this clause 5.7.

6. Use of Translation Technology and the Solution

• (a)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. You understand that no human review or oversight is performed on these translations, and the machine-generated translations should be used at your own discretion and risk.
• (b)You acknowledge and agree that when the application is running, any screenshots taken through the application will automatically be sent to our backend for processing. You understand and accept that, in the event the screenshot is processed, the original screenshot image may be deleted from your computer, and we will not be held responsible for any loss of the original screenshot data.

7. 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.

8. Third-Party Tools

You further acknowledge that the application may use third-party software to facilitate the screenshot function. By using the Solution, you consent to the use of such third-party tools as part of the Service. 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.

9. Fees and Payment

9.1 Subscription Fees

• (a)All Subscription Fees must be paid in advance and are non-refundable for change of mind.
• (b)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.
• (c)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 ).
• (d)While your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an Account.
• (e)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.
• (f)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.

• (g)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.

9.2 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.

9.3 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.

9.4 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).

9.5 Online Payment Partner

• (a)We may use third-party online payment partner, currently Stripe ( Online Payment Partner ) to process and collect the Fees.
• (b)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:
  • (i)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);
  • (ii)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
  • (iii)We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment.
• (b)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.

9.6 Currency Conversion

• (a)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.
• (b)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.
• (c)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.
• (d)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.

10. Submitted Material

10.1 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:

• (a)you are authorised to provide the Submitted Material (including by being authorised to provide any services that you represent you provide);
• (b)any Submitted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
• (c)the Submitted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
• (d)the Submitted Material is free from any material that may harm our reputation or that of associated or interested parties;
• (e)the Submitted Material is not “passing off” of any product or service and does not constitute unfair competition;
• (f)the Submitted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
• (g)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
• (h)the Submitted Material does not breach or infringe any applicable Laws.

10.2 Licence

• (a)You grant, and must ensure that all Users grant, to us a perpetual, irrevocable, 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.
• (b)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.
• (c)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.

10.3 Removal

• (a)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.
• (b)You agree that you are responsible for keeping and maintaining records of Submitted Material.

11. Intellectual Property and Data

11.1 Software Content Intellectual Property

• (a)( Our ownership ) We retain ownership of all Materials provided to you throughout the 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.
• (b)( 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 law.

11.2 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.
• (b)We reserve the right to remove any User Data at any time, for any reason, including where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.

Your Obligations and Grant of Licence to Us

• (c)You are responsible for ensuring that:
  • (i)you share User Data only with intended recipients; and
  • (ii)all User Data is appropriate and not in contravention of these Terms.
• (d)You:
  • (i)warrant that our use of User Data will not infringe any third-party Intellectual Property Rights; and
  • (ii)indemnify us from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

12. Privacy

• (a)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
• (b)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.
• (c)By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.
• (d)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.
• (e)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.
• (f)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.
• (g)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.

13. Third Party Terms

• (a)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
• (b)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.
• (c)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.

14. Confidentiality

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

15. Liability

15.1 Warranties and Limitations

• (a)( Warranties ) We warrant that:
  • (i)during the Subscription Period or term of the Service, the Software will perform substantially in accordance with the Website;
  • (ii)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
  • (iii)to our knowledge, the use of the Software in accordance with these Terms will not infringe the Intellectual Property Rights of any third party.
• (b)( 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:
  • (i)result from the interaction of the Software with any other solution or computer hardware, software or services not approved in writing by us;
  • (ii)result from any misuse of the Software; or
  • (iii)result from the use of the Software by you other than in accordance with these Terms.
• (c)( 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:
  • (i)the Solution may have errors or defects;
  • (ii)the Solution may not be accessible at times;
  • (iii)messages sent through the Solution may not be delivered promptly, or delivered at all;
  • (iv)information you receive or supply through the Solution may not be secure or confidential; or
  • (v)any information provided through the Solution may not be accurate or true.
• (d)( Exclusion ) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in these Terms are excluded.
• (e)( 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.

15.2 Liability

• (a)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.
• (b)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:
  • (i)third party intellectual property rights; or
  • (ii)clauses 2 , 5.3, 5.4, 6 , 10 , 11 , 12 , and 14.

15.3 Consequential Loss

• To the maximum extent permitted by law, neither party will 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 in connection with these Terms or any goods or services provided by us, except:

• (a)in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or
• (b)to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).

16. Changes To Your Service

16.1 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.

16.2 Amending Your Service

• (a)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:
  • (i)take reasonable steps to promptly provide you with access to the new Service or Subscription Tier; and
  • (ii)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 will be no refund for the old plan;
  • (iii)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.

• (b)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.

17. Cancellation

17.1 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.

17.2 Cancellation For Breach

• (a)Either party may cancel your Service immediately by written notice if there has been a Breach of these Terms.
• (b)A “ Breach ” of these Terms means:
  • (i)a party ( Notifying Party ) considers the other party (or any of its Personnel or Users) is in breach of these Terms and notifies the other party;
  • (ii)the other party is given 10 Business Days to rectify the breach; and
  • (iii)the breach has not been rectified within 10 Business Days or another period agreed between the parties in writing.

17.3 Effect of Cancellation

Upon termination of this agreement:

• (a)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 beyond that point);
• (b)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 and, to the maximum extent permitted by law, no Fees already paid will be refundable; and
• (c)each party must comply with all obligations that are by their nature intended to survive the end of this agreement.

18. Dispute Resolution

• (a)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.
• (b)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.
• (c)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.

19. Force Majeure

• (a)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.
• (b)If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:
  • (i)reasonable details of the Force Majeure Event; and
  • (ii)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.
• (c)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.
• (d)For the purposes of this agreement, a ‘Force Majeure Event’ means any:
  • (i)act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
  • (ii)strikes or other industrial action outside of the control of us;
  • (iii)war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
  • (iv)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.

20. Notices

• (a)A notice or other communication to a party under these Terms must be:
  • (i)in writing and in English; and
  • (ii)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.
• (b)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:
  • (i)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
  • (ii)when replied to by the other party,

whichever is earlier.

21. General

21.1 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.

21.2 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.

21.3 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.

21.4 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.

21.5 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.

21.6 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.

21.7 Interpretation

• (a)( singular and plural ) words in the singular includes the plural (and vice versa);
• (b)( currency ) a reference to $, US$, or “dollar” is a reference to the United States Dollars (USD);
• (c)( gender ) words indicating a gender includes the corresponding words of any other gender;
• (d)( defined terms ) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
• (e)( 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;
• (f)( 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 trustee, includes any substituted or additional trustee;
• (g)( 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 schedules, exhibits, attachments and annexures to it;
• (h)( document ) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
• (i)( headings ) headings and words in bold type are for convenience only and do not affect interpretation;
• (j)( includes ) the word “includes” and similar words in any form is not a word of limitation; and
• (k)( 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.

Definitions

Schedule 2: End User Licence Agreement

Key Terms

1. Applicability and Deemed Acceptance

• (a)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.
• (b)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 User Licence to the Solutions provided under this EULA. If you do not accept this EULA, you must not access, use or otherwise view the Solutions.
• (c)This EULA commences on the date the Solutions are provided to you and will end when written notice is provided to you.

2. Use of Licensed Materials

2.1 Grant of Licence

• (a)You are granted a revocable, worldwide, royalty-free licence to use the Solutions for the Purpose.
• (b)You must only use the Licenced Materials:
  • (i)in accordance with the limitations of the Purpose;
  • (ii)in a manner that is consistent and compliant with clause 2.2; and
  • (iii)in compliance with any other restrictions notified to you in writing by the Licensee or the Provider from time to time.

2.2 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;
• (b)submit any harmful, discriminatory, defamatory, maliciously false implications, offensive, explicit, inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material to the Solution;
• (c)submit any material that is owned or copyrighted by a third party;
• (d)make copies of the Solution;
• (e)adapt, modify or tamper in any way with the Solution;
• (f)remove or alter any copyright, trade mark or other notice on or forming part of the Solution;
• (g)create derivative works from, translate or reproduce the Solution;
• (h)publish or otherwise communicate the Solution to the public, including by making it available online or sharing it with third parties;
• (i)sell, loan, transfer, sub-licence, hire or otherwise dispose of the Solution to any third party;
• (j)decompile or reverse engineer the Solution or any part of it, or otherwise attempt to derive its source code;
• (k)attempt to circumvent any technological protection mechanism or other security feature of the Solution;
• (l)permit any unauthorised person to use or access the Solution;
• (m)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 harassment in connection with the Solution;
• (n)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 breach or potential breach of the Solution’s security;
• (o)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
• (p)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.

2.3 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;
• (b)the Solutions will be accessible or available at all times; or
• (c)any information provided through the Solutions is accurate or true.

3. 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.
• (b)You must take your own precautions to ensure that the process which you employ for accessing the Solutions does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
• (c)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).
• (d)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.
• (e)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:
  • (i)in the case of goods, their replacement or the supply of equivalent goods or their repair; and
  • (ii)in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.
• (f)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.

4. 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.

5. Termination

5.1 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.

5.2 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:
• (a)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
• (b)you commit, or the Provider or the Licensee reasonably suspects that you may commit, any breach of this agreement including, without limitation, clause 2.

5.3 Effect of Expiry or Termination

• (a)In the event of expiry or termination of this EULA, you must immediately cease using the Solutions;.
• (b)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.

5.4 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.

6. General

6.1 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.

6.2 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.

6.3 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.

6.4 Assignment

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

6.5 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.