The Lokalise Application License Agreement
This Lokalise Application License Agreement ("Agreement") is a binding agreement between you or your organization ("End User" or "you" or “Customer”) and Lokalise, Inc., including any of its subsidiary and affiliated companies, (the "Company" or “Lokalise”). This Agreement governs your access to and use of the Lokalise’s real-time translation application used on or with selected chat platforms, (including all related documentation, the "Application"). The Application is licensed, not sold, to you.
BY CLICKING THE "INSTALL" BUTTON AND ACCESSING THE APPLICATION, YOU HEREBY (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, YOU HAVE ALL LEGAL AUTHORITY TO DO SO, AND (D) YOU ACCEPT THIS AGREEMENT AND AGREE THAT YOU, OR IF YOU ARE REPRESENTING AN ORGANIZATION, THEN THE ORGANIZATION, ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE APPLICATION.
Please note, for the avoidance of doubt, that if you accepted this Agreement for the purposes of or on behalf of an organization, any and all references to “you” means that organization and the organization is and will be fully liable and responsible for use by it or any of its personnel.
Lokalise Application in a nutshell
The Lokalise Application is designed to provide real-time translation of support tickets and support chat messages for users of selected chat platforms, for example, Intercom Chat, Zendesk Chat and Zendesk Support.
At this time, limited usage of the Lokalise Application is made available free of charge for Lokalise End Users for a limited translation volume. If you or your organization would like to enable additional usage of the Application beyond the limited usage, please contact us at: email@example.com or firstname.lastname@example.org. Please note that Lokalise has the right to start charging a fee for the limited Application use and access at any time.
1. License Grant. Subject to the terms of this Agreement, Lokalise grants you a limited, non-exclusive, and nontransferable license to:
(a) install and use the Application for your use or on behalf of your organization strictly in accordance with this Agreement; and
(b) Access and use the translated content (“Content”) and Application made available in or otherwise accessible through the Application, strictly in accordance with this Agreement.
2. License Restrictions. You shall not:
(a) copy the Application, except as expressly permitted by this license;
(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;
(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason;
(f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application; or
(g) use the Application in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including any power generation systems; aircraft navigation or communication systems, air traffic control systems, or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire, or other safety response systems; and military or aerospace applications, weapons systems, or environments.
3. Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Lokalise and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
4. Fees. Use of the Application may be free of charge up to a designated translation volume. If your needs exceed this limited volume, you may purchase additional translation volume by reaching out to: email@example.com or firstname.lastname@example.org. At such time, Lokalise will issue you an Order Form with the designated fees and usage. Your billing information will be required at this time for your continued use of the Application. You will pay the Fees by the date specified on the applicable Order Form or invoice issued by Lokalise. All Fees, refunds and Taxes due hereunder will be paid in U.S. dollars. Payment obligations are non-cancelable and, except as expressly stated in this Agreement, your payments are non-refundable.
Lokalise will not change the Fees for Customers during an existing term as stipulated on the Order Form. However, Lokalise reserves the right to change the Fees for a particular plan starting from a new billing cycle, provided Customers have been given advance notice regarding the upcoming changes.
Please be advised that Lokalise may use a third-party service provider to manage credit card processing, and your credit card information is transmitted directly to the third-party service. This third-party processing service is not permitted to store, retain, or use your billing information except as necessary to process your credit card information for current or future purchases on or with Lokalise. Your full credit card number is never transmitted to or viewed by anyone at Lokalise (however, we are given and may print a portion of your credit card information on your receipt to let you know what credit card you used to make a purchase).
If at any time you fail to pay a fee charge when due, then in addition to all other remedies available to Lokalise, Lokalise may immediately suspend or terminate access to the Application and/or Content and Services, in whole or in part.
5. Taxes. The Fees stated are exclusive of any and all taxes. You will be responsible for paying all taxes and charges for any purchases with regard to the Application and Content and Services, except for those taxes based on Lokalise’s net income. Should any payment for the Application or any Content and Services be subject to withholding tax by any government, you will reimburse us for said withholding tax in full.
8. Geographic Restrictions. You acknowledge that you may not be able to access all or some of the features of the Application or the Content and Services in certain countries and that access to the Application or to the Content and Services may not be legal by certain persons or in certain countries. If you use or access the Application or the Content and Services from outside the member states of the European Union, the United Kingdom or the United States of America, you do so at your own risk and you are entirely responsible for compliance with the laws of the United States of America and any local laws. You further represent and warrant that you are not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country. You further agree not to access or use the Application in violation of any U.S. export embargo, prohibition, or restriction and (c) will not submit to the Application any information controlled under the U.S. International Traffic in Arms Regulations.
9. Updates. Lokalise may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, modifications, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Lokalise has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.
10. Third-Party Materials. The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites, products or services, including through third-party advertising, or be made available via third party platforms ("Third-Party Materials"). You acknowledge and agree that Lokalise is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Lokalise does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.
11 . Term and Termination.
(a) The term of Agreement commences when you install or use the Application and will continue in effect until terminated by you or Lokalise as set forth in this Section 11.
(b) You may terminate this Agreement by uninstalling the Application and all copies thereof from the device(s) from which you access the Application or any Content and Services.
(c) Lokalise may terminate this Agreement at any time without notice and in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
(d) Upon termination:
(i) all rights granted to you under this Agreement will also terminate; and
(ii) you must cease all use of the Application and delete all copies of the Application from your applicable devices and account.
(e) Termination will not limit any of Lokalise's rights or remedies at law or in equity.
12. Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO END USER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LOKALISE, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, LOKALISE PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
13. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LOKALISE OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:
(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR LOKALISE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
14. Indemnification. You agree to indemnify, defend, and hold harmless Lokalise and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement, including but not limited to the content you submit or make available through this Application.
15. Export Regulation. The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.
16. US Government Rights. The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
17. Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect; provided, however, that if any fundamental term or provision of this Agreement (including without limitation Disclaimer of Warranties or Limitation of Liability), is invalid, illegal, or unenforceable, the remainder of this Agreement shall be unenforceable.
18. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. This Agreement and its terms may be enforceable in any court of the world.
19. Limitation of Time to File Claims. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND LOKALISE AGREE THAT ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
20. Changes to this Agreement. We reserve the right to revise, add, delete, change, update or otherwise modify (the “Change”) all or any part of this Agreement and other related contracts at our sole and absolute discretion. By continuing to access the Application after any Changes to the Agreement become effective, you agree to be bound by the revised Agreement. The then-current version of the Agreement will supersede all earlier versions. If you do not agree to the updated Agreement, please stop accessing the Application after the effective date of the Change,
22. Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.