1. Scope and Parties
1.1. Protranslate Platform is a platform created in order to mediate between Protranslate Customers and Translators for providing translation services. These Terms and Conditions of Use (the “Agreement”) provides terms and conditions of use/access/make use of contents/services provided via Protranslate Platform (especially, the translation services provided by Translator to Protranslate Customers via Platform).
1.2. Parties to the Agreement are Net Impression Digital Services LTD, whose registered office is situated at 14 Mehmet Akif Caddesi Köşklü Çiftlik LEFKOŞA / K.K.T.C. (hereinafter referred to as “Protranslate”) and the User.
1.3. Protranslate and the User shall be referred to as the “Parties” collectively and as the “Party” individually.
In this Agreement,
“User” means any natural or, if applicable, legal person, who accesses to Protranslate Platform, whether signed up or not, (in case of registration, the User shall be hereinafter referred to as “Protranslate Customer” or “Translator” according to their use of the Platform and its contents/services) and acquires or makes use of the contents and services on the Protranslate Platform in a way which is partial/complete and temporary/permanent on his/her behalf and at his/her own expense or on behalf of third parties and at their own expense,
“Translator” means any third party registered User, as an indenpendent contractor, who engage with Protranslate in order provide translation services to the Protranslate Customers,
“Protranslate Customer” means any third party registered User, who desires to acquire translation services via Protranslate Platform,
“Customer Materials” mean source contents, guidelines, glossaries and any other materials provided by Protranslate Customers for translation,
“Translated Contents” mean contents, which are translation of Customer Materials in source language to another (target) language by the Translator, applying the commonly known and recognized grammar rules as well as his/her own experience, profession and field – specific knowledge or the necessary vocabulary knowledge obtained through and on the basis of various dictionaries and thesauruses,
“Protranslate Platform/Platform” means online portal and platform containing Protranslate contents/services on www.protranslate.net,
“Translation Order” means any order for translation services via Platform by a Protranslate Customer,
“Quality Level Options” mean options for translation, stated as “Standard, Professional, Certified” in Protranslate Quality Standards.
3. Amendments/Updates in the Agreement
4. Establishment of the Agreement and Its Enforcement
4.1. On access to the Platform, whether or not the User signs up and independently from the duration of his/her activities, visits, membership and more of the same, this Agreement shall be established and entered into force and both Parties shall be deemed to have agreed to be legally bound and henceforth the User shall be deemed to have read, understood and confirmed this Agreement.
4.2. Following the establishment of this Agreement as stated in 4.1., this Agreement shall remain in force and legally bind the Parties during the time that the User accesses to/uses the Platform, its contents/services, independently from the time period of the User’s access to the referred.
5. Use of Protranslate Contents/Services and Obligations Related to the User Account
5.1. Age Restriction
In order to use/make use of Protranslate Platform and its contents/services, Users must not be under the age of 18 or under the legal age in his/her country. Minors are strictly prohibited to use Platform and its contents/services. If the User misrepresents his/her age during the registration, Protranslate shall have a right to cancel the referred User’s account. By accessing/using Platform and its contents/services, the User shall agree and guarantee that he/she meets these age restriction requirements.
5.2. Use of User Accounts
5.2.1. The User shall agree and guarantee to give complete and accurate information and update the referred information accordingly when the User signs in the Platform and/or uses the Protranslate contents/services in any manner.
5.2.2. In no event shall the User have any right to let third parties use, whether permanently or temporarily, his/her account information or any other authorizations on the Platform. Otherwise, Protranslate may suspend the respective User account permanently or temporarily.
5.2.3. The User shall be solely responsible for consequences of letting third parties use his/her account. In no event shall third parties, who use the User’s account whether permanently/temporarily and partially/completely, put forward any right or claim against Protranslate.
5.2.4. The User shall agree and guarantee not to create multiple user account for any reason. Otherwise, the User shall be responsible for any adverse outcome regarding such breach.
5.2.5. The User shall agree and guarantee not to share his/her account information with any other third party, to protect and keep the referred information confidential and to notify Protranslate immediately in case of such safety breach. Protranslate is not responsible for any damage, loss, cost and any other adverse outcome arising out of such unauthorized use.
5.2.7. The User shall agree not to violate, reverse engineer, decompile, reverse, disassemble or in other ways exploit the Platform and its contents/services. Additionaly, the User shall agree not to provide aid and assistance others in relation to the referred actions.
5.2.8. While using Protranslate services/contents, The User shall agree and guarantee not to transfer, communicate, publish, display, save, post, send, forward, store, provide access any content construed as illegal, harassing, threatening, harmful, torts, defamatory, abusive, rude, containing violence, slang, pornographic, sexually offensive, interference to other people’s private life, racist or humiliating, ethnic identities or similarly inconvenient to Protranslate, its affiliates, directors, employees, other Users and any other third parties and not to use Protranslate contents/services in the referred manner. Otherwise, the User shall be exclusively responsible for his/her related actions. Protranslate reserves the right to remove any such material from the Platform without any notice.
5.2.9. In cases where the User violates the clauses stated hereinabove above, the User account shall be suspended permanently/temporarily and the User may be deprived of accessing Protranslate services/contents by Protranslate and if demanded by official authorities, Protranslate shall disclose contents generated by the User, which violate the clause hereinabove.
5.2.10 Protranslate shall only be liable for removal of the referred illegal contents from the related User account and the Platform as long as the removal is technically possible and Protranslate shall not be liable for the referred removal against the respective User.
5.2.11. Without Protranslate’s explicit written authorization, the User shall not make Translators to provide translations services outside the Platform or make Protranslate Customers to send their Customer Materials outside the Platform or negotiate translation fees for a Translation Order with other Users directly and not attempt to do the referred actions. In addition, the User shall guarantee not to communicate or not attemp to communicate with Translators except the areas provided on Platform
5.2.12. Protranslate shall not be liable for any condition and consequence arising out of or relating to the loss or unavailability of the User accounts and/or any component/contents on these User accounts as a result of technical reasons while providing contents/services.
5.2.13. In order to protect the Users from improper advertising or solicitation and to maintain usage integrity on the Platform, Protranslate shall have right to restrict access of services/contents for Users on Platform partially or completely.
5.2.14. There may be third party links, contents, including advertisements, on Protranslate Platform. The User shall decide solely whether to access or use or not to use contents of third parties via Platform. Terms and conditions of use of the referred contents shall be determined by their owners. In this regard, Protranslate do not have any power to determine these terms and conditions of use and any dispute or claim in relation to the referred terms and conditions of use shall not be asserted against Protranslate.
6. Translation Services
6.1. Since Protranslate shall provide intermediation between Protranslate Customers and Translator for translation services via Platform, Translator shall be tested by Protranslate, once or more than once, in order to determine their skills/profession for translation services. Evaluation of these tests and assignment of Translators for Translation Orders are exclusively determined by Protranslate and its decisions/determinations are final.
6.2. In order to get translation services via Platform, Protranslate Customers have to give Translation Orders. In a Translation Order, Protranslate Customers shall determine and provide certain information, including Quality Level Options, as stated in Protranslate Quality Standards. Protranslate Customers may demand translation of their materials into one/more languages, with a single Translation Order. Protranslate Customers shall have to provide all necessary information/documents for translation. Since the quality of translations depends on Customer Materials provided, Protranslate Customers shall agree and guarantee that information/documents provided by them are explicit, accurate and complete.
6.3. Translation Orders given by Protranslate Customers are recorded to the Protranslate system and Protranslate assign a Translator according to his/her skills/profession and availability. Protranslate Customers shall have right to cancel any of their Translation Orders via e-mail or through their account on Platform, without any payment liability, if a respective order has not yet been engaged by a Translator. Otherwise, Translation Orders cannot be cancelled and there will be no refund of their payment.
6.4. Protranslate shall not guarantee that a particular Translator or that any Translator will engage on a Translation Order. For each Translation Order, Protranslate shall state an estimated time for completion of translation but this may not be an exact delivery time. Protranslate shall not guarantee that translation service will be completed on that estimated time. When translation service is completed, Protranslate notify respective Protranslate Customer about the completion for review.
6.5. Upon Protranslate’s notification stated hereinabove, Protranslate Customer will have .... hours to review Translated Contents. Translated Contents will be deemed approved if Protranslate Customers approves it or do not respond in any manner within that time period. If Protranslate Customer believes that Translated Contents do not comply with Protranslate Quality Standards then Protranslate Customer has to reject and object within that time period. Protranslate shall answer your rejection within a reasonable time.
6.6. The User shall agree and accept that Protranslate is only a intermediator between Translators and Protranslate Customers; Protranslate Customers and Translators shall use translation services at their own risk and shall be responsible to each other for their own actions/transactions, including Translated Contents. Protranslate shall give no guarantees regarding on their actions/transactions.
6.7. For the reason stated hereinabove, Protranslate is not obliged to control and supervise about Translated Contents and gives no guarantees regarding on translation services via Platform (including but not limited to, the accuracy, quality, reliability, completeness, lawfulness of translations, Translators’ language skills/professions for translation and/or whether Protranslate Customers provides accurate, explicit, complete information for translation services and/or whether a Translation Order is completed on estimated time).
7.1. Some of the contents/services provided on Platform may require payment and the rest of them may be free. Protranslate shall have exclusive right to determine which contents/services require payment and in what way and how long this determination will continue.
7.2. In relation to translation services on Protranslate Platform, payments are made by Protranslate Customers, on the date that Translation Order is given. Payments are executed via PayPal or by credit card. If a Protranslate Customer’ membership is defined as “Approved Corporate Membership”, those respective Protranslate Customers shall have right to make their payments monthly in return for proper invoice. Payments, which will be given to Translators, shall be made monthy in Turkish Liras as stated in Translator Agreement. On the other hand, a Translator’s accumulated income in a month in return for his/her monthly translation services via Platform is under 50 TL, then for that month Protranslate do not make any payment for the Translator and waits for that the accumulated income exceeds the limit stated herein.
7.3. Protranslate shall have right to suspend a payment if source of the payment is suspected to be fraudulent. In such case, if payment is done to the Translator, the Translator is obliged to return payment completely to Protranslate. Otherwise, failin shall be considered as breach of this Agreement and Protranslate shall have right to terminate this Agreement and/or suspend the respective User account permanently/completely.
7.4. Any User, which Protranslate cancels their membership due to violation of this Agreement, will receive no credit/payment or any kind of financial interest.
8.2. It may be required for the User to provide some information (including but not limited to their name, surname, e-mail address, information about their language skills) during registration. Protranslate pays attention to take neceessary measures for protection the referred information.
8.4. Protranslate may disclose Client Materials to potential Translators, for the sole purpose of allowing him/her to preview the content in order to decide whether to engage Translation Order. In this regard, the Users are solely responsible for editing or removing any confidential or personally identifiable information in Client Materials if the Users do not want to disclose that information.
9. Intellectual Property Rights
9.1. Any visual/written content, any coprighted material and/or any other protected proprietary information/content, trademarks on Platform and any title, rights and interests on the referred are exclusively owned by Protranslate. Nothing in this Agreement shall construed to provide any right to use or license to the Users on Protranslate’s marks, trademarks for any purpose, without express prior written content of Protranslate. Except as set forth herein, the User shall not in any way copy, modify, publish, transmit, retransmit, display, sell, distribute, or reproduce or use in any manner any content or material stated herein.
9.2. The User shall agree that any right, title or interest on any content, any coprighted materials and any other protected proprietary materials on Protranslate Platform (including, but not limited to translated contents/contents disclosed by the Users) any rights on the referred including intellectual property rights are the sole property of Protranslate; Translated Contents and any economic rights on these Translated Contents (including right to reproduce, adaptation, performance, distribute and transmit, retransmit, communicate) shall be transfered to the respective Protranslate Customers without any limitation, only if they comply with this Agreement and approve Translated Contents.
9.3. The User shall agree that all kinds of contents, services and/or other materials, documents provided on Protranslate Platform are protected by Intellectual Property Law, Trademark Law, Patent Law and related international treaties and any other similar laws and the Agreement. In this regard, the User shall guarantee not to act against the referred rules and regulations and to be exclusively liable for any adverse outcome in case of any breach.
9.4. In relation to translation services provided for Protranslate Customers, any content and any other copyrighted materials and protected proprietary information provided by third parties to the Platform and any rights on the referred belongs to their third party respective owners (Protranslate Customers) which provide the referred to the Platform. The User shall agree and guarantee not to breach any of the referred Protranslate Customers’ rights.
9.5. By posting any information or content to any public area of the Platform, the User shall automatically grant and represent and warrant that he/she have the right to grant the Owner and other Users an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to use, copy, perform, distribute, display, communicate, reproduce, to grant and authorize sublicenses, prepare derivative works of or incorporate into other works and use in any other manner.
10. Indemnification and Recourse
11. Waiver of Warranty
11.1. PROTRANSLATE PLATFORM AND ITS CONTENTS/SERVICES ARE PROVIDED “AS IS”. THE USER USES THE REFERRED AT HIS/HER OWN RISK AND CONTROL. PROTRANSLATE SHALL GIVE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AGAINST ANY KIND OF DEFECT, SEIZURE, THIRD PARTY OWNERSHIP, INTELLECTUAL PROPERTY OWNERSHIP CLAIMS AND CONCERNING THE CONTINUITY, ACCURACY, RELIABILITY, QUALITY, UNINTERRUPTIBILITY OF THE PLATFORM AND ANY OF ITS CONTENTS AND SERVICES OR ANY TIME PERIOD EXCLUDING THE TIME WHILE OPERATING.
11.2. THE PROVISIONS OF NO-WARRANTY CLAUSE 11.1 ABOVE SHALL NOT BE INTERPRETED AS THAT PROTRANSLATE HAS TAKEN OR WILL TAKE DELIBERATE ACTIONS FOR ANY KIND OF PROBLEM SET FORTH IN 11.1 OR HAS PURSUED OR WILL PURSUE THESE KINDS OF ACTIONS AND GOALS.
12. Limitation of Liability
12.1. IN NO EVENT WHETHER IN CONTRACT, TORT, OBJECTIVE LIABILITY OR ANY OTHER LEGAL LIABILITY REGULATIONS AND PRINCIPLES SHALL PROTRANSLATE BE LIABLE TO THE USER OR ANY THIRD PARTIES RELATED TO THE USER UNDER ANY CIRCUMSTANCES WITHOUT LIMITATION IN TIME FOR ANY CONSEQUENCE, LOST PROFIT, LOST SAVING OR INCIDENTAL, INDIRECT, DIRECT, SPECIAL, PERSONAL, PUNITIVE, MULTIPLE OR CONSEQUENTIAL DAMAGE, LOSS ARISING OUT OF THE USER’S USE, ABUSE, INABILITY TO USE, MISUSE OF THE PROTRANSLATE PLATFORM AND/OR ITS CONTENTS/SERVICES, OR GROSS NEGLIGENCE OF THIS AGREEMENT EVEN IF PROTRANSLATE, ITS AFFILIATES, DIRECTORS, EMPLOYEES ARE INFORMED OR SHOULD BE INFORMED ABOUT THE POSSIBILITY OF SUCH DAMAGES AND CONSEQUENCES AND/OR BY WAY OF ASSERTING ANY CLAIM OF THIS KIND.
12.2. UNDER NO CIRCUMSTANCES, THE USER SHALL DEMAND FROM PROTRANSLATE ANY COMPENSATION, IN RELATION TO THIS AGREEMENT DIRECTLY/INDIRECTLY, MORE THAN THE SINGLE PAYMENT AMOUNT OF SUCH INDIVIDUAL TRANSACTION THAT IS SUBJECT TO SUCH CLAIM.
13. Force Majeure
Protranslate shall not be liable for any failure or delay in the performance of this Agreement (including but not limited to the failures by Protranslate to comply with its obligations contained in this Agreement) by an event of force majeure, reasonably unpredictable events occurring beyond the control of Protranslate (including but not limited to, acts of God, war, terrorist attack, riot, embargo, acts, decisions and regulations of civil or military authorities, fire, flood, accident, strike, limitation on transportation facilities or unavailability of fuel, power, labor or materials).
14. Relationship Between the Parties
This Agreement shall not constitute and not to be interpreted as forming a joint venture, partnership, agency, employment or any other similar relationship between the Parties. This Agreement shall not affect any other previous agreements between the Parties as long as these previous agreements shall not contravene the provisions of this Agreement.
15. Headings and Interpretation
The section headings contained in this Agreement are for reference purposes only. These headings shall have no legal effect and shall not in any way affect the meaning or interpretation of this Agreement.
16. Partial Invalidity
If any provision contained in this Agreement is found to be illegal or unenforceable for any reason, that provision shall be replaced by a valid one to the maximum extent permissible so as to affect the intent of the Parties and the remainder of this Agreement shall remain in full force and effect. However, if it is determined that the clause found to be illegal or unenforceable could not be reformulated, it is agreed that the clause in question is separable from the remaining provisions of the Agreement and that determination shall not affect the validity and enforceability of these remaining provisions.
17. Assignment and Transfer
17.1. The User shall not assign, transfer or charge any right or warrant hold directly or indirectly related to this Agreement, to any third party, without prior written consent of Protranslate.
17.2. Protranslate may assign, transfer or charge all or part of its rights, warrants or obligations under this Agreement, at any time, to any third party, with giving notice to the User.
18.1. Protranslate’s failure to exercise any provision contained in this Agreement shall never be interpreted as a waiver or shall not constitute relinquishment of the Parties’ right to assert or rely upon the provision in question or any other provision in this Agreement.
18.2. Protranslate’s explicit waiver of any provision in this Agreement shall never constitute Protranslate’s relinquishment of its obligation to act according to the provision in question in the future.
19. Applicable Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of Republic of Turkey. The Parties consent to the exclusive jurisdiction of Istanbul Central Courts and Execution Offices for any dispute arising out of this Agreement.