Terms and Conditions

1 ZINGWORD ACCOUNTS

Section 1 goes into detail about what Users must agree to in order to use the Site and Site Services in addition to the different types of accounts that may be available.

1.1 REGISTRATION AND ACCEPTANCE

By clicking to agree to the Terms and Conditions when you register to use the Site and Site Services (“Account”) or are otherwise prompted to accept the Terms and Conditions, you agree to abide by this Agreement and all related agreements.

Subject to the Terms and Conditions, parts of the Site are available publicly to Site Visitors, while others can only be accessed by creating an Account.

Zingword reserves the right to reject account registrations for any lawful reason or business consideration.

If you create an Account on behalf of a company, you must be authorized to enter into binding contracts, including these Terms and Conditions, on the company’s behalf and your own behalf.

1.2 ACCOUNT ELIGIBILITY

Zingword offers the Site and Site Services for professional translators, interpreters, and clients.

To be eligible for an Account, you must meet the following criteria:

• a) Have or be employed by an independent business, including self-employment, and be authorized to represent this independent business;
• b) Compliance with any requirements with respect to the business you are representing, whether you own the business or otherwise;
• c) You are an individual 18 years or older who can form legally binding contracts.

1.3 ACCOUNT PROFILE

To register for an Account, you must complete your User Profile (“Profile”). You have the following controls for Profile publishing available to you:

• a) You can publish your Profile, or unpublish your Profile;
• b) You can choose to display your Profile in Zingword search results, or not to display your Profile in Zingword search results;
• c) You can choose to display your Profile on association search pages (“Association Search Pages”) for participating Associations to which you belong, or not to display your Profile on Association Search Pages;
• d) You can activate/deactivate your account;

When you publish your Profile, you consent to showing your Profile to other Users and Site Visitors, unless you change your publishing settings.

1.4 HONESTY AND PROFESSIONALISM

You agree to provide accurate information about yourself for your Profile, and to represent yourself accurately and professionally on all forms and communications on the Site.

You agree to provide accurate information about your identity, location, business, skills, or services you provide, and to redact any information that may be misleading.

Zingword reserves the right to request proof or other verification of any information you provide vis-à-vis the Site.

We reserve the right to revoke access to your Account, or any other privileges related to your Account, without warning if, at our sole discretion, we decide that false or misleading information has been provided anywhere on the Site, of if we deem your conduct to be unprofessional.

1.5 YOUR ORIGINAL CONTENT

You agree to provide content for your Profile that is not copied or duplicated from another source of information of information that is not yours.

Furthermore, you agree to provide original content wherever possible, that is not copied or duplicated from other sites or sources of information where you may have a similar Profile.

1.6 ACCOUNT TYPES

Zingword has two account types on the Site:

• a) Freelancer Accounts
• b) Client Accounts

It may be possible for a single account to have both types. Regardless, you agree not to have or register for more than one Account without express written permission from us.

1.7 FREELANCER, AGENCY, AND AGENCY MEMBER ACCOUNT

You can register for an Account or add an Account type to use the Site and Site Services as a Freelancer (a “Freelancer Account”). Freelancer Accounts are created to publish Profiles, promote your services, and work with Users who have Client Accounts.

Your Freelancer Account is to be used to represent yourself as a person and service provider. If you have a business with a logo, or form part of a larger business, your account must NOT do the following:

• a) Use the company logo as a profile picture (“Avatar”) instead of your own picture or other picture that best represents you as a person;
• b) Use a company name instead of your own name on your profile;
• c) List skills and qualifications that belong to an organization to which you might belong, and not to you individually;
• d) Otherwise represent a company or organization and not yourself.

1.8 CLIENT ACCOUNT

Client Accounts are specifically for using the Site and Site Services to contact and work with Users who have a Freelancer Account.

1.9 ACCOUNT PERMISSIONS

You agree not to have another person create a Freelancer Account on your behalf.

1.10 IDENTITY AND LOCATION VERIFICATION

When you register for an Account and afterward, your Account may be verified by Zingword. This verification may include, but is not limited to:

• a) Validation of your identity, location, or other information against third-party databases;
• b) Verification of official documentation of your identity;
• c) Verification of your authorization to represent your business and act on its behalf.

You grant Zingword the authority to directly, or through third parties, validate your identity, location, or ownership of your email address, subject to applicable law.

Upon request, you are required to provide information or documentation about yourself and your business in a timely fashion.

1.10.1 USERNAMES AND PASSWORDS

Each Account has an email address and password that are used for login credentials (“Login Credentials”). The confidentiality of your Login Credentials are your responsibility.

You agree to never share your Login Credentials with anyone to whom you have not granted the authorization to use your Account.

You agree to notify us immediately if an unauthorized person has your Login Credentials, or if you suspect the same.

You agree to notify us immediately if you suspect that an unauthorized person has the Login Credentials of another User.

You agree that Zingword can assume that activity on the Site and Site Services using your Login Credentials is your activity.

You further agree not to use the Login Credentials of any other User if you are not authorized to do so or if it would violate the Terms and Conditions or any other Agreement you have with Zingword.

2 PURPOSE OF ZINGWORD

2 Purpose of Zingword goes into detail about the Site and Site Services, what Zingword does and does not do, and what your responsibilities are when using the site.

The Site is several things:

• a) An agora or market where Freelancers and Clients can find each other to buy, sell, and promote translation, interpretation, or other relevant services online;
• b) A home for translators and interpreters to keep their updated Profile information for their own promotional purposes;
• c) A linked market where, via API, Clients can establish working relationships with Freelancers directly from other systems, including but not limited to, content management systems, translation management systems, newsletter production systems, social media systems, or other kinds of systems.

Zingword provides the Site and Site Services to Users, including maintenance and hosting of the site, assisting the formation of business relationships, and helping to resolve any disputes between Freelancers and/or Clients.

2.1 RELATIONSHIP WITH ZINGWORD

Zingword provides the Site and Site Services to Freelancers and Clients, helping them to find each other, work with each other, and have transactions between each other.

Zingword does not make professional recommendations for Clients or Freelancers besides the algorithms pertaining to matching Freelancers with Clients and projects.

The tools provided by Zingword as part of the Site Services may assist you with quality assessment of Freelancers, and our algorithms may present Freelancers to you on the basis of your search. Freelancers are notified when Clients request their services, and Clients are notified of Freelancers who may fit their needs.

However, Users are always responsible for the decisions they make on the Site. Such decisions include selecting appropriate projects or jobs, choosing which Clients to work with, choosing which Freelancers to work with, selecting rates and agreeing on financial terms for projects, or anything else discussed between the Freelancer and the Client.

Zingword is not a party to any agreements or service contracts between the Freelancer and Client.

You understand, acknowledge, and agree that Zingword is not a party to any service contracts, business agreements, financial relationships, or other dealings (“Business Relationships”) between Client and Freelancer. Users are solely and wholly responsible for:

• a) Ensuring or double-checking the veracity and legality of any User Content;
• b) Determining the appropriateness of other Users for any Business Relationships, including interviews, background checks, or similar actions;
• c) Negotiating service contracts or any other type of contract or agreement;
• d) Performing Freelancer Services;
• e) Paying for Freelancer Services.

You likewise understand, acknowledge, and agree that you are solely responsible for assessing whether to enter into a Business Relationship with another User and for checking the veracity any information about the User, including Composite Information (defined below).

Zingword does not guarantee the veracity or accuracy of any information provided by Freelancers or Clients on the Site or during the course of their activities on the Site.

Zingword does not guarantee the veracity of any information given by Users about Freelancers or Clients.

Zingword does not perform complete background checks on Freelancers or Clients.

Therefore, you agree that Zingword is not responsible for guiding, supervising, directing, or controlling Projects or Work Products that arise as part of a Business Relationship between Client and Freelancer.

You agree that Zingword is not responsible for the quality, legality, or confidentiality of Freelancer Services.

You agree that Zingword is not responsible for the verification of the background, identity, or qualification of any User.

You agree that Zingword is not responsible for the delivery of Freelancer Services.

You agree that Zingword is not responsible for the payment for Freelancer Services as part of any Business Relationship between Client and Freelancer.

You agree that Zingword is not responsible for the legality or veracity of any content or information provided by Users on the Site, including freelancer Profile information, references, reviews, or any other type of published information on the Site.

You agree that Zingword is not responsible for the success of any intended transaction between Client and Freelancer, or the ability for either party execute their part of the Business Relationship, except from those explicitly offered in this Agreement.

You agree that Freelancers have the right to determine which Projects to accept; the time, place, and manner in which they provide their Freelancer Services; which services they provide; the price or rate they charge for their services, and how that price is ultimately set.

You understand and agree that:

• e) You are not an employee of Zingword; you do not work for Zingword in any capacity; you are not eligible for any compensation or benefits from Zingword;
• f) Zingword has no liability or obligations related to Business Relationships gone awry between Clients and Freelancers;
• g) Zingword does not guarantee quality standards, the meeting of deadlines, dictate the performance of Freelancers or how they perform their Freelancer Services;
• h) Zingword does not supervise, direct, control, guide, or manage Clients or Freelancers or the Services they provide;
• i) Freelancers are free to perform their Freelancers Services however they like, if they like;
• j) Zingword assists with the pricing of certain projects, but it is the responsibility of the Freelancer to determine the final amount or nature of compensation they are charging for any Project;
• k) Clients shall pay Freelancers according to the terms negotiated in their Business Relationship, but Zingword is not responsible for those payments and does not guarantee any regular or minimum salary or payment;
• l) Zingword does not provide the office or location where Freelancers perform their work;

2.2 FEEDBACK AND USER CONTENT

You acknowledge and agree that Users publish content about themselves or other Users, such as Profiles, geographical location, feedback, Composite Information, verification of identity, or other published credentials. The accuracy of this content is not verified by Zingword, and does not represent an introduction or recommendation by Zingword on behalf of the User, and shall not be construed as such. Zingword provides this content for Users at their own convenience.

You acknowledge and agree that references, reviews, user feedback, our manual validation procedures, and all other data that feeds into your Credibility Score (“Composite Information”), in whatever form Zingword determines it is best employed, may include information provided by other Users about yourself and benefits all Users and the overall usefulness of the Site. Zingword provides tools to create and publish such content so that Users can share it publicly, and does not monitor, change, influence, make additions to, or redact these opinions.

You are solely responsible for your User Content and its accuracy, and are likewise solely responsible for any legal action taken by other Users or third parties in connection with User Content you publish. Zingword is not responsible, legally or otherwise, for any User Content published on the site by Users, under any circumstance, even if the content is illegal or offensive.

Though Zingword has no obligation to do so, Zingword does reserve the right to remove any User Content that, in Zingword’s judgement, violates the Terms of Service, has a negative impact on the integrity of the Site or the published User Content, or is deemed inconsistent with the business interests of Zingword.

You agree to report to Zingword any inaccurate statements in your User Content, the User Content of others, or Composite Information. Failing to report such inaccurate statements means Zingword and Users may rely on the accuracy of the information, should they choose to do so.

3 CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND FREELANCER

This section discusses the relationship you may decide to enter into with another User, including Service Contracts between Users, as detailed below.

3.1 SERVICE CONTRACTS

When Client and Freelancer decide to enter into a Service Contract, the established relationship is one directly and exclusively between the Client and the Freelancer. Both Client and Freelancer have total discretion to decide whether or not to enter into a Service Contract together, to establish the terms of such Service Contract and to terminate such Service Contracts. You understand, acknowledge, and agree that Zingword does not form part of any Service Contract, and that no employment or other service relationship between Zingword and a User exists in consequence of a Service Contract, or for any other reason, ever.

Clients and Freelancers may enter into written agreements with each other that they deem appropriate, like for example non-disclosure agreements, provided that any such agreements do not conflict with or alter in any way Zingword’s rights and obligations under the Terms and Conditions, including this Agreement.

3.1.1 WORKER CLASSIFICATION

No part of this Agreement is intended to create, or should be thought to have created, a partnership, joint venture, or employer-employee relationship between Zingword and a User. In fact, Zingword does not have a business relationship with the User beyond providing the Site Services.

The Client is solely responsible for selecting a Freelancer to work on any Project. The Client is solely responsible for determining the appropriate and legal business relationship between themselves and a Freelancer, for example whether the Freelancer should be classified as a independent contractor, employee, or by any other name or legal status in the relevant legal jurisdictions. Client, Freelancer, and Users agree that Zingword has no involvement in any particular Project, has no liability whatsoever, and does not advise or participate in the Client’s or Freelancer’s decisions about how to classify or characterize their relationship before the relevant authorities.

3.1.2 TEMPLATE AGREEMENTS

Zingword may offer Template Agreements, for example non-disclosure agreement templates, of different kinds to facilitate relationships and Service Contracts between Clients and Freelancers. Such Template Agreements are provided as assistance only. Clients and Freelancers enter into Template Agreements at their sole discretion, and may enter into any separate agreements as they please. Zingword expressly disclaims any and all liability regarding omissions, actions, errors, or any and all consequences of the provided Template Agreements. Such Template Agreements a) do not create any type of relationship between the User and Zingword, b) are not legal advice, and c) are not advertising or solicitation. Each Service Contract and relationship between Client and Freelancer is unique and requirements vary by jurisdiction and situation, and therefore both parties are responsible for obtaining their own legal advice.

3.1.3 NO RELATIONSHIP

Both the Client and the Freelancer understand, acknowledge, and agree that Zingword has no control or involvement in the final, agreed upon terms of any Service Contract or employment relationship that may arise between a Client and a Freelancer. Beyond the Site and Site Services, there is no implicit relationship between a User and Zingword.

3.1.4 ESTIMATES

Zingword may offer Estimates of different kinds, including word count estimates, price quote estimates on Projects, delivery timeline estimates, manpower estimates, or other estimates as part of the Site Services, for Clients, for Projects of different kinds, and for Freelancers who have Listings.

Such Estimates are provided as assistance only, and Clients and Freelancers use Estimates to establish Service Contracts at their sole discretion and at their own risk. Clients and Freelancers are encouraged to develop their own Estimates and agree upon their own word counts, price quotes, rates, or any other item of consideration as they please. Zingword expressly disclaims any and all liability regarding omissions, actions, errors, or any and all consequences of the provided Estimates. Such Estimates a) do not create any type of relationship between the User and Zingword, b) are not legal advice, and c) are not advertising or solicitation of any kind. Each Service Contract, Project, and/or relationship between Client and Freelancer is unique and requirements vary, and therefore both parties are responsible for ensuring that each Project or Service Contract is a success, which necessarily includes a careful review of any Estimates provided by Zingword.

3.1.5 RATES, DATES, AND CONDITIONS

The Client and the Freelancer acknowledge, understand, and agree that Zingword has no control over and does not involve itself in a) the establishment of the pay rates agreed upon between the Client and the Freelancer, b) the dates for deliveries or milestones agreed upon between the Client and the Freelancer, or c) the working conditions of the Freelancer, and the Freelancer does not have, nor should be construed to have, a contract with Zingword for such employment or Project terms; the Freelancer will also not have any contact with Zingword about such terms.

You understand, acknowledge, and agree that both Client and Freelancer have the opportunity and are encouraged to confirm, debate, or alter the terms of their Service Contract prior to commencing, and that it is their sole responsibility to establish terms that will lead to successful results.

3.1.6 PAYMENTS BETWEEN CLIENTS AND FREELANCERS

The Client and the Freelancer acknowledge, understand, and agree that Zingword has no control over and does not involve itself in payments between Clients and Freelancers. Likewise, the Client and the Freelancer acknowledge, understand, and agree that Zingword has no control over and does not involve itself in the selection process between Clients and Freelancers. The amount of a payment transaction, for what it will be paid, how it will be paid, and when it will be paid are at the sole discretion of the Client and the Freelancer, and it is their sole responsibility to establish a successful agreement as part of a Service Contract and to execute such an agreement faithfully. Estimates are provided for assistance only (see Estimates).

You understand, acknowledge, and agree that both Client and Freelancer have the opportunity and are encouraged to do their due diligence regarding payments between Clients and Freelancers, that it is their sole responsibility to establish terms that will lead to successful results, and that Zingword does not guarantee in any way the payment from Client to Freelancer, nor the delivery or production of work from Freelancer to Client.

3.2 DISPUTES AMONG USERS

Disputes may arise between Clients and Freelancers for any reason. Zingword will not and is not obligated to provide any dispute assistance to any Users whatsoever. Zingword is not responsible for causing or resolving any disputes, because Users enter into Service Contracts and use the Site Services at their sole discretion and at their own risk.

Clients or Freelancers may find it necessary to take independent measures to resolve their disputes. No matter what independent measures you take, Zingword is not obligated to provide any assistance and bears no responsibility to resolve your dispute.

If a Freelancer or Client pursues their dispute in court or with any arbitrator and an order is produced directing Zingword to take some action or refrain from taking some action, that party shall ensure that as a precondition to issuing such an order, Zingword shall be a) paid fairly for our time in complying with the order, b) paid in advance for any amounts to which we are entitled, and c) be given at least 10 days of notice before we must comply with any order.

3.3 CONFIDENTIAL INFORMATION

Users may agree to any terms regarding confidentiality that they deem prudent or fitting, including any that are included as part of a Template Agreement. If no separate agreement is articulated and agreed to, then Client and Freelancer agree that this Section 3.3, Confidential Information, applies.

Whenever one User provides Confidential Information to another User, the recipient will keep the secrecy of the discloser’s Confidential Information with the same measures of care that it takes to protect its own Confidential Information, and never with less than due care. Upon written request from either User, the recipient of the Confidential Information shall destroy or return the Confidential Information and any copies thereof, whether digital, hardcopy, in another known multiverse, or otherwise.

3.4 THIRD-PARTY BENEFICIARIES

Users who disclose or receive Confidential Information from the Parties to this Agreement are considered third-party beneficiaries of this Agreement in respect to Section 3.

4 ZINGWORD FEES

Section 4 describes what fees you agree to pay to Zingword in exchange for Zingword providing the Site and Site Services to you and what taxes Zingword may collect, as detailed below.

4.1 SERVICE FEES FOR SITE SERVICES

The Site Services are currently free of charge for Clients and Freelancers. We reserve the right to change the service fees for the Site Services.

4.2 MEMBERSHIP FEES

Membership and having an account with Zingword are currently free of charge for Clients and Freelancers. We reserve the right to change the service fees for the Site Services.

4.3 FREELANCER PLACEMENT FEES

Zingword does not allow Freelancers to pay fees in order to be highlighted in the search results.

4.4 NO FEE FOR INTRODUCING OR FOR FINDING PROJECTS

Zingword does not assist Freelancers in securing Projects, and does not assist Clients to find and hire Freelancers. The purpose of the Site and Site Services is to enable Clients and Freelancers to help themselves. From time to time, Zingword may highlight Clients, Freelancers, or Projects that may be of interest. Therefore, Zingword does not charge fees when Clients find suitable Freelancers, when Freelancers find suitable projects, when public feedback, composite or compiled feedback is created, including Composite Information.

5 PAYMENTS

Section 5 discusses your payment agreements, what happens if a Client doesn’t pay, and related topics, as detailed below.

5.1 NO PAYMENT SERVICES

Zingword offers the Site and Site Services as-is, and does not involve itself in payments between Clients and Freelancers. Facilitating payments does not form part of the Site or Site Services. Therefore, establishing suitable payment terms is the sole responsibility of the involved Client and Freelancer; establishing a quality standard for the translation is the responsibility of the involved Client and Freelancer; ensuring that the work performed is satisfactory is the responsibility of both the Client and Freelancer; and ensuring that the agreed upon payment terms are executed correctly and on-time are the sole responsibility of the Client and Freelancer.

5.2 NO DELIVERY SERVICES

Zingword offers the Site and Site Services as-is, and does not involve itself in or guarantee the quality or timeliness of translation deliveries between Clients and Freelancers. Zingword may facilitate translation or other work deliveries from freelancers to clients, as well as provide collaboration tools to improve work processes. However, these tools are provided as-is; establishing suitable delivery methods, deadlines, or quality standards is the sole responsibility of the involved Client and Freelancer.

5.3 NON-DELIVERY OR POOR QUALITY TRANSLATIONS

If the Freelancer is “delinquent” in their Service Contract, either by delivering the translation Project late, failing to deliver the Project completely, or by delivering translations that do not meet the agreed upon quality standards, resolving such issues and their consequences is the sole responsibility of the Client and the Freelancer. Ensuring that the work performed is satisfactory is the responsibility of both the Client and Freelancer. You understand, acknowledge, and agree that Zingword has no liability whatsoever for failed deliveries, late deliveries, non-deliveries, unexpected quality outputs from Freelancers, or any other things that may go wrong between Clients and Freelancers.

If a Freelancer fails to meet the quality standards for a given Service Contract, negotiated independently by a Client and Freelancer and taking into account that such standards may be subjective in their detail, and Zingword is presented with conclusive proof of such delinquency according to the sole discretion of Zingword, Zingword may, without notice, temporarily or permanently close the Freelancer’s Account, revoke the Freelancer’s access to the Site and Site Services, list the offending Client publicly together with any evidence, Feedback, or Composite or Compiled Feedback, publish any reviews or accounts of what happened as Feedback, or comment on the incident in social media or content we create. Such disputes should be sent to disputes@zingword.com.

However, the Freelancer will remain responsible for any outstanding work or issues that accrue on any open Projects at the time a limitation is put on the Freelancer’s Account if the Client prefers them to keep the terms of their independently negotiated Service Contract; Zingword is not responsible for translation deliveries or their quality in any way, and any actions taken to limit a User’s account is separate and entirely disconnected from the actual Service Contract and its subsequent fulfillment.

5.4 NON-PAYMENT

You understand, agree, and acknowledge that Zingword has no liability, whatsoever, for payments that were late, partial, or never made, translations that were delivered late, of poor quality, or never delivered, or any other consequence related to the establishment and execution of payment terms.

If a Client is in “default,” meaning the Client fails to pay the Freelancer Fees or other amounts for a Service Contract according to the terms negotiated independently by the Client and Freelancer, and Zingword is presented with conclusive proof of such delinquency according to the sole discretion of Zingword, Zingword may, without notice, temporarily or permanently close the Client’s Account, revoke the Client’s access to the Site and Site Services, list the offending client publicly together with any evidence, Feedback, or Composite or Compiled Feedback, publish any reviews or accounts of what happened as Feedback, or comment on the incident in social media or content we create. Such disputes should be sent to disputes@zingword.com.

However, the Client will remain responsible for any outstanding amounts that accrue on any open Projects at the time a limitation is put on the Client’s Account as a result of the default; Zingword is not responsible for payments in any way, and any actions taken to limit a User’s account is separate and entirely disconnected from the actual Service Contract and its subsequent fulfillment.

6 RECORDS OF COMPLIANCE

Section 6 discusses your agreement to make and keep all required records.

Each User will create and keep records documenting their obligations under this Agreement. The User is solely responsible for keeping their own business records, including storage and backup of such records. This Agreement and any registration for or subsequent use of the Site does not create any responsibility for Zingword to backup, store, keep, maintain, or provide access to any information or data for any period of time.

7 LIMITATION OF LIABILITY

Section 7 discusses your agreement that Zingword will not have to pay Users for damages relating to their use of the Site and Site Services.

You understand and acknowledge that Zingword is not liable for any damages or losses that may occur in connection with the Terms and Conditions, including, but not limited to:

Related to the Site and Site Services: Delays, disruptions, outages, software bugs, broken functionality, viruses or malicious code that may be transmitted inadvertently or between Users, inaccuracies, glitches, errors, data loss, damage to your hardware device used to access the Site or Site Services, or the content, actions, or absence of action of third parties’ usage of the Site or Site Services;

Related to your Account: Suspensions, deletions, erasure, cancellations.

Zingword is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to:

your use of or your inability to use the Site or Site Services;

disruptions or delays in our Site or Site Services;

malicious software, viruses, or malware obtained by accessing, or linking to, our Site or Site Services;

bugs, glitches, stutters, errors, inaccuracies, mistakes, or accidents of any kind in our Site or Site Services;

damage to your hardware from the use of the Site or Site Services;

the actions, inactions, or content made by third parties who use the Site or Site Services;

any actions taken regarding your Account, including suspensions, cancellations, or any other measures taken by Zingword;

your reliance on the accuracy, quality, or reliability of information published on Zingword including Profiles, references, ratings, recommendations, feedback, Composite Information, or other analytical tools made available through the Site;

your need to modify your behavior, content, or processes as a result of changes to the Terms of Service;

Additionally, Zingword, Zingword affiliates, licensors, or third-party services providers will NOT be liable for any damages or indirect costs including, but not limited to, litigation costs, installation costs, removal costs, data loss, losses in profits or business opportunities, or production costs; the liability of Zingword, Zingword affiliates, licensors, or third-party service providers to any User related to a claim in connection with, or originating from this Agreement or the other Terms of Service will not exceed 500 pounds sterling. Some jurisdictions may not allow for such foregoing exclusions and limitations; to that extent, some of these exclusions and limitations may not apply to you.

8 WARRANTY DISCLAIMER

Section 8 discusses your agreement and understanding that the Site and Site Services may not always be available or work perfectly, as detailed below.

You agree NOT to rely on the Site, the Site Services, or any information on the Site or any continuation of the Site. The Site and Site Services are available on an “as is” and “as available” basis. Zingword makes no guarantees, warranties, or representations regarding the Site, Site Services, Work Product, or any other items or activities related to this Agreement or the Terms of Service. Zingword disclaims all explicit or implicit conditions such as fitness for a particular purpose, accuracy, title, and non-infringement.

9 RELEASE

Section 9 discusses your agreement not to hold us responsible for any dispute you may have with another User, as detailed below.

In addition to acknowledging and agreeing that Zingword is not party to contracts between Users, you also agree to release Zingword, our Affiliates, officers, directors, agents, subsidiaries, partners, joint ventures, employees, or service providers from any claim, demand, or damage connected any dispute you have with another User without limitation.

For example, this release includes any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes.

To the furthest extent applicable by law, you agree to waive any relevant protections under the law which may contradict or undermine the Terms of Service.

This release does not apply to claims that Zingword failed in our obligations under the Terms of Service.

10 INDEMNIFICATION

Section 10 discusses your agreement to pay for any costs or losses we have as a result of a claim brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as detailed below.

You will indemnify, defend, and hold harmless Zingword, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default (described in Section 5.4 (Non-Payment)) incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of Zingword as an employer or joint employer of Freelancer; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Section 10, your agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.

“Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.

"Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

11 AGREEMENT TERM AND TERMINATION

Section 11 explains your and Zingword’s agreement about the duration of this Agreement, when and how either Zingword or yourself can terminate this Agreement, and what happens if the Agreement is terminated.

11.1 TERMINATION

Either you or Zingword can terminate this Agreement at our sole discretion at any time upon written notice to the other. Such notice will terminate this Agreement as well as the other Terms of Service, except as provided herein.

You may provide written notice to legalnotices@zingword.com.

Should you properly terminate this Agreement, your right to use the Site and Site Services is discontinued automatically, and your Account will be ended.

As previously stated, Zingword does not form part, nor is a party to, any Service Contracts between Users; therefore, you understand and acknowledge that terminating this Agreement does not terminate or alter your Service Contracts or Projects with other Users.

Zingword may cancel your account, ban your participation on the Site and deny registration for future accounts you wish to create, or refuse to provide any or all Site Services for any reason, including but not limited to, suspicions that you have provided misleading information, any breaches in letter or spirt of this Agreement, or if we believe that your use of the site may result in legal liability to you, Zingword, or other Users of the site.

Should Zingword ban your participation on the Site, you are forbidden to create a new Account or use the same Account without prior written consent. Furthermore, Zingword retains the right to maintain your name, email address, or other unique identifiers in an anonymized format, upon a proper termination request and even upon a GDPR data erasure request, to ensure that Zingword has such remedies available to reactivate your Account upon written request or likewise deny any new Account created with your unique identifier. You understand, acknowledge, and agree that such remedies are in your “legitimate interest,” as they are in the legitimate interest of all Users.

You acknowledge, understand, and agree that the Site and Site Services rely on the goodwill of all Users, and that should Zingword close your account or ban your participation on the Site, for any reason, Zingword has the right (but not the obligation) to notify other Users of your Account status in the form of communication Zingword deems appropriate and explain, in detail, our reasons for this change in status. You agree that Zingword is not liable for any consequences arising from such notification of Users.

11.2 ACCOUNT DATA ON CLOSURE

If your account is closed by Zingword for any reason, your data and materials you keep on the Site will no longer be accessible. We may delete your content at our discretion. In any case, Zingword will have no liability whatsoever for such consequences.

Zingword may, at its sole discretion, keep some or all of your Account information, and you agree and acknowledge that our ability to maintain records of current and past users is absolutely necessary to the proper function of the Site and Site Services and is in your legitimate interest as a User of the Site.

11.3 SURVIVAL

After this Agreement terminates, the Terms of Service that are naturally relevant to the future after this Agreement terminates will survive and continue in full force.

For example, provisions related to intellectual property, liability, non-circumvention, or indemnification, by their nature, demand observance after this Agreement terminates.

Termination of this Agreement does not release you or Zingword from obligations incurred prior to terminating this Agreement.

12 DISPUTES BETWEEN YOU AND ZINGWORD

This section describes your agreement with Zingword, and Zingword’s agreement with you, about the resolution of any disputes. This section especially includes an agreement to try to resolve any dispute informally and, if you are in the United Kingdom, to use arbitration instead of going to court or using a jury, should the dispute prove impossible to resolve informally.

12.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE

Should a dispute arise between you and Zingword or any of our Affiliates, our objective is to resolve the dispute efficiently. You, Zingword, and our Affiliates agree to resolve any claim, dispute, or controversy that relates to this Agreement, the other Terms of Service, your relationship with Zingword or the termination thereof, or the Site Services where each dispute is a “Claim” in accordance with this section.

This provision covers Claims including, but not limited to, all disputes or disagreements originating from or relating to this Agreement, the Terms of Service, any Service Contract, payments or monies you claim are due to you from Zingword or our Affiliates, trade secrets, false advertising, consumer protection, unfair competition, privacy or GDPR complaints, wages, placement in search algorithms, work conditions, discrimination, harassment, or any other Claims arising under the law.

12.2 GOVERNANCE

This Agreement, other Terms of Service, and any and all Claims will be governed by and created in accordance with the laws of the United Kingdom; such Claims shall be made without conflict of law provisions, and shall exclude the United Nations Convention on Contracts for the International Sale of Goods.

12.3 INFORMAL DISPUTE RESOLUTION

Prior to serving a demand for arbitration on your Claim, you and Zingword agree to first notify each other of the Claim. Zingword can be notified at legalnotices@zingword.com.

Our objective is to resolve disputes quickly and efficiently, which you understand and acknowledge is your best interest as well. Therefore, you and Zingword agree to seek an informal and voluntary resolution to the Claim.

Any notice must include your Account information, a detailed description of your Claim, and your contact information so that we can try to work together to come to an understanding and resolve your Claim.

From that point, you and Zingword have 120 days to resolve the Claim informally, which will avoid the need for arbitration or litigation.

12.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED KINGDOM AND ITS TERRITORIES)

This Arbitration Provision applies to all Users except Users located outside of the United Kingdom and its territories. Should the parties be unable to resolve a Claim within 120 days of the receipt of the Notice, you, Zingword, and any of our Affiliates agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.

You understand, agree, and acknowledge that under the Indemnification provision of this agreement, you shall bear the cost of such arbitration and court filings to the maximum extent allowed by law.

12.4.1 SURVIVAL OF ARBITRATION AND THE CONDUCT OF SUCH ARBITRATION

This Arbitration Provision governs any Claim the parties may have and survives should your relationship with Zingword end.

This Arbitration Provision is intended to cover Claims that that would otherwise be resolved in a court of law or in some other forum that isn’t arbitration. Should JAMS decline to arbitrate your Claim, either party may secure the appointment of a neutral arbitrator by applying to a court of competent jurisdiction whose authority includes the location where the arbitration will be conducted.

Except as otherwise provided herein, arbitration will be conducted in London, United Kingdom, in accordance with the JAMS rules and procedures in effect at the time of arbitration.

The relevant JAMS rules for arbitration can be found at www.jamsadr.com or by searching online for the expressions “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute about the relevance of particular JAMs rules will be resolved solely by the arbitrator. Any party has the right to be present at the arbitration by telephone and/or video, rather than in person.

The arbitrator must follow the relevant laws and award only those solutions that would have applied should the matter have been heard in court. Judgment can be entered on the arbitrator’s decision in any court that has jurisdiction.

This Arbitration Provision does not apply to any litigation between you and Zingword that is already pending in court or arbitration. Notwithstanding any other provision of this Agreement, amendments made to this Arbitration Provision will apply to any matter pending an arbitration proceeding brought under this provision, unless all parties to that specific arbitration consent in writing to the amendment.

This Arbitration Provision does not apply to claims for workers compensation, disability insurance, or unemployment insurance benefits.

This Arbitration Provision and its contents do not prevent you from filing a claim, report, or charge with a government agency. This Arbitration Provision and its contents do not prevent a government agency from investigating any claim, report, or charge otherwise covered by this Arbitration Provision. This Arbitration Provision and its contents do not prevent government agencies from adjudicating your claims or awarding remedies based on said claims, even if those claims are otherwise covered by this Arbitration Provision. This Arbitration Provision and its contents do not prevent or release a party from satisfying any conditions precedent and/or exhausting administrative remedies under the relevant laws before filing a claim in arbitration. Zingword will not retaliate against you for filing a 1 with a government agency or for exercising your rights under United Kingdom law.

12.4.2 INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION

This Arbitration Provision is the total agreement regarding the formal resolution of Claims. Unless stated otherwise in this provision, this Arbitration Provision covers any disputes related to the interpretation, application, or enforcement of this Arbitration Provision. The arbitrator shall have exclusive jurisdiction to decide such disputes, including those related to the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of it. Such disputes or doubts shall be resolved by the arbitrator and not by a court. The parties expressly agree that the arbitrator, and not a court, shall decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that this Terms of Service, Agreement, or Arbitration Provision, or any part of portion thereof, is void or voidable.

Should any portion of this Arbitration Provision be deemed unenforceable, the remainder of this Arbitration Provision shall be enforceable. If any part of the Class Action Waiver below is deemed unenforceable, you and Zingword agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.

12.4.3 CLASS AND COLLECTIVE WAIVER

Private solicitor general representative actions which are not arbitratable or not within the scope of this Arbitration Provision may be maintained in a court of law. This Arbritatoin Provision does, however, affect your ability to participate in collective or class actions. Both you and Zingword agree to bring disputes in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There shall be no authority or right for any dispute to be brought, heard, or arbitrated as a collective or class action, or as a member of any such collective or class proceeding (“Class Action Waiver”). Notwithstanding the JAMS rules or any other provision of this Agreement, disputes regarding the scope, validity, enforceability, revocability, or breach of the Class Action Waiver may only be resolved by a court of competent jurisdiction and not by an arbitrator. In any case where the dispute is filed as a collective or class action and there is a final judicial determination that all or portions of the Class Action Waiver is unenforceable, the collective or class action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.

You and Zingword agree that there will be no retaliation, discipline, or threats of discipline as a result of participating in, or filing a collective or class action, in any forum. However, Zingword may lawfully seek enforcement of both the Class Action Waiver and Arbitration Provision as well as dismissal of such collective or class actions or claims.

12.4.4 Enforcement of this Arbitration Provision.

This Arbitration Provision replaces any prior agreements relating to the arbitration of disputes, and it is the total agreement relating to the formal resolution of disputes covered by this Arbitration Provision. Should any part or portion of this Arbitration Provision be deemed unenforceable, the remainder of this Arbitration Provision shall be enforceable. Should any part or portion of the Class Action Waiver be deemed unenforceable, you and Zingword agree that this Arbitration Provision shall be enforced to the fullest extent permitted by law.

13 GENERAL

This section explores some additional terms of the agreement between you and Zingword, including that the Terms of Service contain our total agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations.

13.1 ENTIRE AGREEMENT

This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and Zingword and supersedes and cancels any other relevant discussions, informal agreements, warranties, representations, or any other communications between you and us, whether written, oral, audio-visual, or otherwise, on or through any medium of communication. The section headings in the Terms of Service are included for ease of reference only; they do not have binding affect. Though Zingword produced the Terms of Service, you represent that you had plenty of time to review and decide whether or not you would agree and be party to to the Terms of Service. Should an ambiguity or question of interpretation of the Terms of Service arise, no presumption or burden of proof will arise favoring one party or the other because of the authorship of the Terms of Service or any provision therein.

13.2 MODIFICATIONS; WAIVER

No modification or amendment to the Terms of Service will be binding upon Zingword unless it is contained in an appropriately drafted instrument and signed by an authorized representative of Zingword or posted on the Site by Zingword. Should we fail to react to a breach by you or others, that does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.

13.3 ASSIGNABILITY

User may not assign the Terms of Service, or any of its obligations or rights hereunder, without Zingword’s prior written content in the form of an appropriately drafted instrument signed by a duly authorized representative of Zingword. Zingword may freely assign this Agreement and the other Terms of Service without User’s consent. Attempted assignments or transfers that violate this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and shall inure to the benefit of the successors, heirs, and permitted asigns of the parties.

13.4 SEVERABILITY

Should any provision of this Agreement or the other Terms of Service be held illegal, invalid, or unenforceable in whole or in part under relevant law, such provision or portion thereof will be ineffective in the jurisdiction in which it is held as such and will be deemed modified to the extent necessary to conform to the relevant law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provisions in one juristiction will not affect the legality, validity, or enforceability of such provisions in any other jurisdiction.

13.5 FORCE MAJEURE

The parties to this Agreement shall not be responsible for delays or failures to perform, related to any obligation hereunder, for a reasonable period due to labor disturbances, earthquakes, emergent dystopias, global pandemics, blockades, accidents, fires, floods, telecommunications or internet failures, strikes, wars, riots, nuclear explosions, asteroid impacts, biochemical laboratory accidents, portal gun mishaps, proletariat revolutions, sports junky rebellions, cataclysmic ecosystem failures, acts of government, non-acts of government, extraordinary governmental requirements, regulations, or restrictions which are imposed, the rapture, or an other similar conditions beyond the reasonable control of such party.

13.6 PREVAILING LANGUAGE AND LOCATION

The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.

13.7 ACCESS OF THE SITE OUTSIDE THE UNITED KINGDOM

Zingword does not represent that the Site is appropriate for use outside of the United Kingdom. Those who access the Site, or use the Site, from other jurisdictions do so at their own risk and are entirely responsible for compliance with relevent foreign or UK laws or regulations. Such laws and regulations include, but are not limited to, import/export regulations or sanctions programs imposed by a relevant government. You must not sell, export, re-export, divert, transfer, or otherwise dispose of any software or service, directly or indirectly, without obtaining the required paperwork and authorizations from the appropriate government authorities. You also warrant that you are not prohibited, in any way, from receiving United Kingdom origin products, including software or services.

When you access or use the Site or Site Services, you hereby warrant that you are not a) a resident or citizen of a country, region, or geographic area in which access to or use of the Site or Site Services is prohibited by relevant law, decree, edict, regulation, treaty, or administrative act, b) a resident or citizen of, or located in, a country, region, or geographic area that is subject to United Kingdom sanctions or embargoe, or c) an individual or an individual employed by or associated with an entity that is ineligible to receive items subject to UK export control laws, regulations, or other sanction rules. You agree that if your country, region, or geographic area changes, and the above warrants are no longer true, you shall immediatley cease using the Site and Site Services, and your license to use the Site or Site Services will be immediately withdrawn.

13.8 CONSENT TO USE ELECTRONIC RECORDS

Related to the Site Terms of Use, you may be entitled to receive certain records from Zingword, such as contacts, notices, and communications, in writing. To facilitate your use of the Site and Site Services, you agree to grant us permission to provide such records electronically rather than paper form.

14 DEFINITIONS

This section provides some definitions of capitalized terms that appear in the Terms of Service but other capitalized terms are defined above, which are easy to spot because the term is visible with quotation marks and bold font. Capitalized terms not defined below or above obtain the meanings described in the Site Terms of Use or elsewhere in the Terms of Service.

“Confidential Information” means any information or material, in any form whether electronic, verbal, visual, written or other, that is provided to or created by a User for the purpose of evaluating a Projects or the suitability of another User to work on a Project. Confidential Information does not include information or materials that is already in the public domain or that a) is known to third parties separately from any communications by the Freelancer or Client, b) was received legally from a third party which had the right to disseminate the information, c) was already known by User before they received it from the other party and which was not received from a third party breaching their own obligations of confidentiality, or d) was developed or obtained independently by User without relying on another User’s or person’s “Confidential Information.”

"Freelancer Fees” means: the fees negotiated independently by the Client and Freelancer that the Client shall pay to the Freelancer according to the payment methods and due dates agreed upon between the two parties and that form part of the terms of their Service Contract.

The term “including” as used herein means including without limitation.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

“Project” means any specific procurement of Freelancer Services by a Client or provision of Freelancer Services by a Freelancer related to a Service Contract.

“Freelancer Services” means any services, tangible or intangible, that Freelancer offers to Client for the purposes of working on Projects and agreeing to Service Contracts.

“Service Contract” means, as applicable, (a) the agreement negotiated completely independently of Zingword by the Freelancer and Client that governs the provision and procurement of Freelancer Services and includes, but is not limited to, specific services to be performed by a Freelancer for the Client, expectations regarding quality, deliveries, or timelines, and the payment amounts, terms, methods, and due dates.

“Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to produce for, or delivers to, Client as a result of performing the Freelancer Services.