PLEASE READ THESE TERMS OF SERVICE (THESE “TERMS”) CAREFULLY BEFORE USING THE SAY HELLO PLATFORM (AS DEFINED BELOW) AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.
YOU ACKNOWLEDGE AND AGREE THAT, BY USING THE SAY HELLO PLATFORM, YOU ARE INDICATING THAT YOU HAVE READ AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS WHETHER YOU BECOME A REGISTERED USER OR NOT. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, THEN YOU HAVE NO RIGHT AND MUST NOT TO USE THE SAY HELLO PLATFORM. FAILURE TO USE THE SAY HELLO PLATFORM IN ACCORDANCE WITH THESE TERMS MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES. UPON OUR REQUEST, YOU AGREE TO SIGN A NON-ELECTRONIC VERSION OF THESE TERMS.
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IN SUCH AN EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO SUCH ENTITY.
PLEASE NOTE THAT THESE TERMS INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, INCLUDING A MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER CLAUSE.
The Say Hello Platform
Say Hello Global Inc. – 19C Trolley Square, Wilmington, New Castle, Delaware, United States, 19806 ("Say Hello", "we", "us" or "our") provides an online platform through which Translators offer and respond to requests for translation services and Customers order translations directly with the Translators (the "Services"). The Services are accessible at www.say-hello.com and the Say Hello affiliated sites (collectively, the "Site" or "Sites") and through mobile device applications (the "Application" or "Applications" and collectively with the Sites, the "Say Hello Platform").
YOU UNDERSTAND AND AGREE THE SAY HELLO PLATFORM IS INTENDED TO BE USED TO FACILITATE CONNECTIONS BETWEEN TRANSLATORS AND CUSTOMERS AND THE ORDERING OF TRANSLATIONS DIRECTLY BETWEEN EACH OTHER. SAY HELLO IS NOT A PROVIDER OR AGENT OF TRANSLATIONS OR TRANSLATION SERVICES NOR WILL SAY HELLO BECOME A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN TRANSLATORS AND CUSTOMERS OF THE SERVICE. SAY HELLO CANNOT AND DOES NOT CONTROL THE CONTENT, QUALITY, LEGALITY OR SUITABILITY OF ANY TRANSLATION PROVIDED BY TRANSLATORS, NOR OF THE CONTENT PROVIDED BY CUSTOMERS FOR TRANSLATION AND DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. ACCORDINGLY, ANY ORDERS WILL BE MADE OR ACCEPTED AT THE YOUR OWN RISK. UNLESS EXPLICITLY SPECIFIED OTHERWISE ON THE SAY HELLO PLATFORM, SAY HELLO'S RESPONSIBILITIES ARE LIMITED TO: (I) FACILITATING THE AVAILABILITY OF THE SAY HELLO PLATFORM AND (II) SERVING AS THE LIMITED PAYMENT COLLECTION AGENT OF EACH TRANSLATOR FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM CUSTOMERS ON BEHALF OF SUCH TRANSLATOR.
Except as expressly provided in these Terms, no part of the Say Hello Platform may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including mirroring) to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without our express prior written consent.
You acknowledge that Say Hello has no obligation to monitor your access to or use of the Say Hello Platform or to review or edit any User Content, but has the right to do so for the purpose of ensuring your compliance with these Terms.
The Say Hello Platform and all Content thereon, including but not limited to the design, structure, expression, look and feel and layout of such Content is owned, controlled or licensed by or to Say Hello, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Say Hello Platform.
Subject to and conditioned upon your compliance with these Terms, and solely for so long as you are permitted by Say Hello to access the Say Hello Platform, Say Hello grants you a limited, non-exclusive, non-transferable, limited right and license, to (i) access the Say Hello Platform and view any Content solely for your personal and non-commercial purposes; and to (ii) access the Say Hello Platform and view any User Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted hereby. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Say Hello or its licensors, except for the licenses and rights expressly granted in these Terms. Say Hello reserves all rights in the Application not expressly granted to you by these Terms.
Any content that you post, upload, publish, submit, transmit or otherwise make available on or through the Say Hello Platform (including Translations), except such Content owned by Say Hello shall be deemed "User Content".
Say Hello does not claim any ownership rights in any such User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such User Content. As a Translator, any Translation you provide shall be deemed as work made for hire on behalf of the relevant Customer and you will exclusively assign (without reservation condition or limitation) to the extent permitted by applicable law, or will assign, to such Customer, as appropriate, all rights (including all intellectual property rights) in such Work anywhere in perpetuity (including, without limitation "moral rights of authors"/"droits moreaux" and publication rights).
You acknowledge and agree that you are solely responsible for all User Content that you make available through the Say Hello Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Say Hello Platform or you have all rights, licenses, consents and releases that are necessary to grant to Say Hello the rights in such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Say Hello's use of the User Content (or any portion thereof) on, through or by means of the Say Hello Platform will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Say Hello reserves the right, at any time and without prior notice, to edit, remove or disable access to any Content or User Content that Say Hello, acting in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Say Hello Platform.
The Say Hello Account
To access certain features of the Say Hello Platform, including to offer translation services (as a Translator) and to Order a Translation (as a Customer), you must Register on the Say Hello Platform and create an account (the "Say Hello Account"). You agree to provide accurate, current and complete information during the registration process and to update your information to keep it accurate, current and complete at all times.
If you are under the age of thirteen (13) you may not use the Say Hello Platform, or provide any Personal Information through the Say Hello Platform (including, name, address, telephone number, or e-mail address).
You can Register using your e-mail address and password or with certain third-party social networking sites (including, Facebook and Google+ (each, a "Third-Party Account")). If using a Third Party Account, you represent and warrant that you are entitled to disclose your Third-Party Account login information to Say Hello and/or grant Say Hello access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Say Hello to pay any fees or making Say Hello subject to any usage limitations imposed by such third-party service providers. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDER ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNT IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.
By granting Say Hello access to any Third-Party Accounts, you understand that Say Hello will access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account so that it is available on and through the Say Hello Platform and your Profile page.
Unless otherwise specified in these Terms, all such content, if any, will be considered to be User Content for all purposes of these Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts will be available on and through your Say Hello Account on the Say Hello Platform.
You may not have more than one (1) active Say Hello Account. Say Hello reserves the right to merge multiple accounts or to suspend or terminate your Say Hello Account and your access to the Say Hello Platform if you create more than one (1) Say Hello Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current or incomplete.
Translators and Customers are required by these Terms to provide accurate information, and although Say Hello may undertake additional checks and processes designed to help verify or check the identities or backgrounds of Users, we do not make any representations about, confirm, or endorse any Translator or Customer or the their purported identity or background.
By using the Say Hello Platform, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or other third parties will be limited to a claim against the particular user on the Say Hello Platform or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Say Hello with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other user on the Say Hello Platform regarding any Offers, Orders or Translations made. This limitation shall not apply to any claim by a Translator against Say Hello regarding the remittance of payments received from a Customer by Say Hello on behalf of a Translator, which instead shall be subject to the limitations described in the section below entitled "Limitation of Liability".
Please note that Say Hello does not currently charge fees for the display of your Translation Offer or your Public Profile on the Say Hello Platform. However, you as a Translator acknowledge and agree that Say Hello reserves the right, in its sole discretion, to charge you for and collect fees from you for the display of your Translation Offer or Public Profile. Please note that Say Hello will provide notice of the imposition of any such fee via the Say Hello Platform, prior to implementing such a feature.
You are responsible for safeguarding your Account password. You agree that you will not disclose such password to any third party and that you will take sole responsibility for any activities or actions under your Say Hello Account, whether or not you have authorized such activities or actions. You will immediately notify Say Hello of any unauthorized use of your Say Hello Account.
Following Registration, your Say Hello Account and your Profile and Public Profile will be created for your use on the Say Hello Platform, based on personal information you provide to us. Your Public Profile will be made immediately publicly available via the Say Hello Platform to all users. You have the ability to hide your Public Profile at any time, under the Account Settings section of the Say Hello Platform.
Your Profile Description may not contain:
We reserve the right to remove, crop or resize any photo and remove any text we perceive to be outside of the above guidelines, at our discretion.
Account Suspension, Termination and Cancellation
We may, at our discretion and without liability to you, with or without cause, with or without prior notice and at any time, decide to limit, suspend, deactivate or cancel your Say Hello Account, including but not limited to if you breach any provision of these Terms.
If we exercise our discretion to do so: (a) your Say Hello Account may be deactivated, and you will not be able to access the Say Hello Platform (b) any pending, requested or accepted future Translation Orders may be immediately terminated, (c) we may communicate to your Customers or Translators that a potential or confirmed Order has been cancelled, (d) we may refund your Customers in full for any and all confirmed Orders, (e) we may contact your Customers to inform them about other Translators they can use to fulfill their Orders, and (f) you will not be entitled to any compensation for Orders (even if confirmed) or Translations completed.
IF WE RECEIVE MORE THAN ONE CLAIM FROM YOUR CUSTOMERS UNDER THE CUSTOMER REFUND POLICY, OR YOUR AVERAGE RATING FALLS BELOW 4 STARS, WE MAY, AT OUR SOLE DISCRETION CANCEL OR SUSPEND YOUR ACCOUNT.
If we take any legal action against you as a result of your violation of these Terms, we will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to us. All provisions of these Terms that by their nature should survive termination shall survive termination, including, without limitation, disclaimers, limitations of liability and indemnification.
You may cancel your Say Hello Account at any time by sending us a cancellation request here. Please note that if your Say Hello Account is cancelled, we do not have an obligation to delete or return to you any User Content you have posted to the Say Hello Platform, including, but not limited to, any reviews or feedback.
Translation Offers, Requests and Orders
As a Translator, you may create an Offer for Translation Services at the speed and Rate/Word of your choosing. In order to be shown in the Translation Request search results section of the Say Hello Platform, you will be required to complete certain details, including:
Offers (as well as your Public Profile) will be made publicly available via the Say Hello Platform to all users who have submitted a Translation Request. Users may view Translator Public Profiles, your capabilities, prices and the speed at which you can provide Translations. Customers will be able to book Translations you have Offered via the Say Hello Platform based upon the information provided in your Offer.
You acknowledge and agree that you alone are responsible for any and all Offers and User Content you post. Accordingly, you represent and warrant that any Offer you post and the Ordering of a Translation or a Translation itself based on an Offer you have posted (i) will not breach any agreements you have entered into with any third parties, including any employment agreements and (ii) will (a) be in compliance with all applicable laws that may apply, and (b) not conflict with the rights of third parties.
Please note that Say Hello does not currently charge fees for the creation of Offers. However, you as a Translator acknowledge and agree that Say Hello reserves the right, in its sole discretion, to charge you for and collect fees from you for the creation of Offers. Please note that Say Hello will provide notice of the imposition of any such fee via the Say Hello Platform, prior to implementing such a feature.
Users may submit a Translation Request through the Say Hello Platform, indicating:
Once the Translation Request is submitted, you may view Translator Public Profiles which match your Translation Request requirements, however, to Order a Translation or to create a Profile, you must first Register and create a Say Hello Customer Account.
You acknowledge and agree that you alone are responsible for any and all Translation Requests, Orders and User Content you post. Accordingly, you represent and warrant that any Translation Request you post and the Ordering of a Translation or the materials provided to the Translator (i) will not breach any agreements you have entered into with any third parties, and (ii) will (a) be in compliance with all applicable laws that may apply, and (b) not conflict with the rights of third parties.
Customers will be able to Order a Translation meeting their requirements via the Say Hello Platform based upon the information provided by a Translator in their Offer. When an Order is placed on the Say Hello Platform, you, as a Translator will be provided with the materials in need of translation and we will also provide you, with certain information about the Customer. You may view the Customer Public Profile (if any) prior to your acceptance of an Order.
If you are a Translator and an Order is placed following an Offer and a Translation Request via the Say Hello Platform, you will be required to either confirm or reject the Order within the Order Request Period, otherwise the Order request will automatically expire. If you are unable to confirm or decide to reject an Order request within the Order Request Period, the Order will be deemed as rejected by you and any amounts collected by Say Hello for the requested Order will be refunded to the applicable Customer's credit card and any pre-authorization of such credit card will be released.
When you confirm a Translation Order, Say Hello will send you an e-mail, text message (if available) or message via the Application (if available) confirming such Order, depending on the selections you make in the Account Settings section of the Say Hello Platform.
Once an Order is confirmed, the Customer may not cancel such Order. You understand and agree that once, you as a Translator confirm an Order, you may not request the Customer to pay a higher price than in the Order request.
Please note that Say Hello assumes no responsibility for a Translator or Customer’s compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. Say Hello reserves the right, at any time and without prior notice, to remove or disable access to any Offer, Translation Request or Order for any reason, including Offers, Translation Requests or Orders that Say Hello, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or Say Hello's Policies, or otherwise harmful to the Say Hello Platform.
If an Order is confirmed by the Translator, any agreement entered into between the Customer and the Translator (including the Non-Disclosure Agreement) is between the two of you, and Say Hello is not a party to it. Notwithstanding the foregoing, Say Hello serves as the limited authorized payment collection agent of the Translator for the purpose of accepting, on behalf of the Translator, payments from Customers of such amounts stipulated by the Translator (including any certification or other fees and/or Taxes) (see below).
Translation Acceptance, Translation Revision or Rejection
Following notice of delivery of a Translation by Say Hello, a Customer will have 96 hours to review and accept such Translation via the Say Hello Platform. If a Customer does not respond within the required time-frame, the Translation will deemed to be accepted. Alternatively, the Customer (within the 96 hours) request a revision to the Translation or, in certain cases, may reject the Translation and submit a claim under the Customer Refund Policy (in accordance with the terms thereof).
YOU UNDERSTAND AND AGREE THAT SAY HELLO DOES NOT ACT AS A TRANSLATION REVIEWER OR AS YOUR CONTRACTING AGENT. YOU ACKNOWLEDGE AND AGREE THAT THE TRANSLATOR, USER, OR THE CUSTOMER, AS THE CASE MAY BE, IS SOLELY RESPONSIBLE FOR ITS OWN ACTS AND OMISSIONS IN RELATION TO A TRANSLATION OFFER, REQUEST, ORDER AND THE QUALITY OF ANY TRANSLATION PROVIDED.
Say Hello may offer Translators the option of having their translations certified (“Certified Translation”). If you, as a Translator, choose to have your Translations certified, you must use the Translation Certification Provider recommended by Say Hello from time to time. Such certification may not be available in all jurisdictions and at all times. Check the Say Hello Platform for availability.
Furthermore, Say Hello does not endorse any User, Translator, Customer, Translation Offer, Request, Order or any Translation.
Say Hello may provide Translator Certifications, which are intended only to indicate the translation level at which Say Hello reasonably believes (based on information received from a Translators) that a Translator can provide a Translation and are not an endorsement by Say Hello of any Translator or a particular Translation and do not amount to certified translations. Translator Certifications are given by Say Hello based on optional language testing that a Translator may complete on the Say Hello Platform (a “Translator Certification”), however Say Hello has no ability to verify that the relevant Translator was the one who completed the language test on which the Translator Certification is based.
Any references on the Say Hello Platform to a user being "verified" (or similar language) only indicates that the user has completed a relevant verification process, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by Say Hello about any user, including of the user’s identity and whether the user is trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Say Hello Platform. We therefore recommend that you always exercise due diligence and care when deciding whether to book a Translation with a Translator or to accept a Translation Order from a Customer, or to have any other interaction with any other user. Except as provided in the Customer Refund Policy, we are not responsible for any claims or losses resulting from your interactions with other users.
Ordering and Paying
In consideration for the use of Say Hello's Platform, Say Hello charges Service Fees, made up of Customer Fees and the Translator Fees. Where applicable, Taxes (such as VAT) may also be charged in respect of the Service Fees. More information on Services Fees can be found under Help. Except as otherwise provided herein, Service Fees are non-refundable.
Say Hello deducts the Translator Fees (and applicable Taxes) from the Translation Costs before remitting the balance to the Translator as described in these Terms. Customer Fees are included in the Total Fees.
Balances will be remitted by Say Hello to Translators via PayPal or other payment methods selected by the Translator in the Account Settings section of the Say Hello Platform. Amounts may be rounded up or down as described herein.
PayPal or any other payment service provider selected by the Translator may impose certain fees on the receipt of any payment. Such fees are not controlled by Say Hello and shall be your responsibility.
Please note that Say Hello, may impose or deduct foreign currency processing costs on or from any payments or payouts by Say Hello in currencies other than USD. More information on any such costs or deductions will be available via the Say Hello Platform.
Your payment company (for example, your credit or bank card issuer) will use a currency conversion rate for and may impose a currency conversion fee on your payment or payout, if your card or bank account is denominated in a currency that is different from the Ordering Currency or the Payout Currency respectively. Similarly, third-party payment processors may also use a currency conversion rate for or impose a currency conversion fee on any payment or payout. All of these currency conversion rates and fees are not controlled by or known to Say Hello and shall be your responsibility.
Financial Terms for Customers
The Total Fees payable will be displayed to you before you send an Order request to a Translator. As noted above, the Translator is required to either confirm or reject the Order request within the Order Request Period; otherwise, the requested Order will be automatically cancelled. If a requested Order is cancelled or deemed to be cancelled (i.e. not confirmed by the relevant Translator), any amounts collected by Say Hello will be refunded to you, depending on the selections you make via Say Hello Platform, and any pre-authorization of your credit card will be released, if applicable.
Pending the applicable Translator's confirmation of your Order request, you understand and agree that Say Hello, on behalf of the Translator, reserves the right, in its sole discretion, to (i) obtain a pre-authorization via your credit card for the Total Fees or (ii) charge your credit card a nominal amount, not to exceed one dollar (USD1), or a similar sum in the currency in which you are transacting, to verify your credit card. If necessary the Total Fees may also instead be collected at that time.
Where an Order is not confirmed (or not confirmed on time), or the Translation quality is objected to in accordance with the Customer Refund Policy, Say Hello may cancel the Order and refund or credit (at Say Hello’s option) to the Customer the (relevant portion of the) Translation Costs.
Once your confirmed Order transaction is complete you will receive a confirmation e-mail summarizing your confirmed Order. The Translators, not Say Hello, are solely responsible for honoring any confirmed Orders and making available any Translations reserved through the Say Hello Platform.
If you, as a Customer, choose to enter into a transaction with a Translator for the Order of a Translation, you agree and understand that you will be required to enter into an agreement (including a Non-Disclosure Agreement) with the Translator and you agree to accept any terms, conditions, rules and restrictions associated with such Translation imposed by the Translator. You acknowledge and agree that you, and not Say Hello, will be responsible for performing the obligations of any such agreements, that Say Hello is not a party to such agreements, and that, with the exception of its payment obligations hereunder, Say Hello disclaims all liability arising from or related to any such agreements.
You acknowledge and agree that, notwithstanding the fact that Say Hello is not a party to any agreement between you and the Translator, Say Hello acts as the Translator's payment collection agent for the limited purpose of accepting payments from you on behalf of the Translator. Upon your payment of the Total Fees to Say Hello, your payment obligation to the Translator for the Translation Costs is extinguished, and Say Hello is responsible for remitting the Translation Costs (less the Translator Fees and any applicable Taxes), in the manner described in these Terms. In the event that Say Hello does not remit any such amounts as described in these Terms, such Translator will have recourse only against Say Hello.
Please note that Say Hello cannot control any fees that may be charged to a Customer by their bank related to Say Hello's collection of the Total Fees, and Say Hello disclaims all liability in this regard.
Financial Terms for Translators
As described above, Say Hello will collect the Total Fees at the time of the Order confirmation (i.e. when the Translator confirms the Order request).
Say Hello will credit the payment of the Translation Costs (less the Translator Fees and any applicable Taxes) to the Translator’s Say Hello Account within 7 days after the Customer receives the applicable Translation (except to the extent that a refund is due to the Customer under the Customer Refund Policy).
Once the Say Hello Account balance reaches 10 USD, or its equivalent in any other currency, Say Hello will initiate a payout to the Translator via the payout method selected by the Translator in the Account Settings section of the Say Hello Platform. The time it takes for the Translator to receive payouts will depend upon the payout method chosen. Some methods involve the use of third-party payment processors, who may impose their own additional charges for the use of their services on the Translator, including by deducting their charges from the payout amount. Say Hello disclaims all liability in this regard.
Each Translator hereby appoints Say Hello as the Translator's limited payment collection agent solely for the purpose of accepting the Translation Costs from Customers. Each Translator understands and agrees Say Hello's obligation to pay the Translator is subject to and conditional upon successful receipt of the associated payments from Customers. As such, Say Hello does not guarantee payments to Translators for amounts that have not been successfully received by Say Hello from Customers. In accepting the appointment as the limited payment collection agent of the Translator, Say Hello assumes no liability for any acts or omissions of a Translator or a Customer.
Each Translator agrees that payments made by a Customer through the Say Hello Platform, shall be considered the same as a payment made directly to the Translator, and the Translator will make the Translation available to the Customer in the agreed-upon manner as if the Translator has received the Translation Costs.
Cancellations and Refunds
If, as a Customer, you cancel your requested Order before the requested Order is confirmed by a Translator, Say Hello will cancel any pre-authorization to your credit card and/or refund any nominal amounts charged to your credit card in connection with the requested Order within a commercially reasonable time. You, as a Customer, may not cancel a confirmed Order.
If a Translator cancels a confirmed Order made via the Say Hello Platform (i) Say Hello will refund the Total Fees for such Order to the Customer within a commercially reasonable time of the cancellation and (ii) the Customer will receive an e-mail or other communication from Say Hello containing alternative Offers and other related information.
If, as a Translator, you fail to complete a Translation, or fail to complete a Translation on time following a confirmed Order, you agree that Say Hello may apply penalties or consequences to you, including (i) cancelling your Account, (ii) publishing an automated Review of you, or (iii) imposing a fee (to be withheld from any of your future payouts in your Say Hello Account).
In certain circumstances, Say Hello may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed Order made via the Say Hello Platform. Say Hello may also determine, in its sole discretion, to refund to the Customer part or all of the amounts charged to the Customer in accordance with the Customer Refund Policy. You agree that Say Hello and the relevant Customer or Translator will not have any liability for such cancellations or refunds.
If, as a Translator, Say Hello decides that it is necessary to cancel a confirmed Order, and Say Hello issues a refund to the Customer in accordance with the Customer Refund Policy or other applicable policies, you agree that in the event you have already been credited or paid, Say Hello shall be entitled to recover the amount of any such Customer refund from you, including by subtracting such refund amount out from any future Translation Costs due to you.
Say Hello may, in its sole discretion, round up or round down amounts that are payable from Customers or to Translators to the nearest whole functional base unit in which the relevant currency is denominated. For example, Say Hello will round up an amount of USD .055 to .06, and round down USD .054 to .05.
Payment Processing Errors
We will take steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payout to or payment by you, so that you end up receiving or paying the correct amount. If you become aware of a payment processing error, you must notify us immediately of such error.
If you owe or agree to pay any amount via Say Hello (whether as a result of your Order or actions as a Customer or otherwise), then Say Hello may (but is not obliged to) withhold the amount owing to Say Hello from any payout amounts due to you, and use the withheld amount to set-off the amount owed by you to Say Hello. If Say Hello does so, then your obligation to pay Say Hello will be extinguished to the extent of the amount withheld by Say Hello, and Say Hello will cease to owe to you any obligations (including, but not limited to, any obligation to pay you) with respect to the amount withheld. In addition to the amount due, if your account is delinquent or you otherwise have chargebacks on your account, you may be charged fees that are incidental to our collection of these delinquent amounts and chargebacks. Such fees or charges may include collection fees, convenience fees, or other third party charges. You hereby explicitly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone, as provided to Say Hello by you. Such communication may be made by Say Hello or by anyone on its behalf, including but not limited to a third party collection agent.
You understand and acknowledge that appropriate governmental agencies, departments or authorities (the "Tax Authority") where the Translator is located may require Taxes to be collected on Translations completed, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these taxes may be required to be collected and remitted as a percentage of the Translation Costs set by Translators, and are sometimes called "sales taxes" or "value added taxes" (hereafter, "Taxes").
You as a Translator understand and agree that you are solely responsible for determining (i) the Taxes that should be included, and for including Taxes to be collected or obligations relating to applicable Taxes in your Offers and (ii) your applicable Tax reporting requirementst. You are also solely responsible for remitting to the relevant authority any Taxes included or received by you. Say Hello cannot and does not offer Tax-related advice to any User.
Your Use of the Say Hello Platform
In connection with your access and use of the Say Hello Platform, you may not and you agree that you will not:
Say Hello has the right to investigate and prosecute violations of any of the above to the fullest extent of the law including taking steps to suspend and/or terminate your access to and use of the Say Hello Platform. You hereby accept all risks and responsibility for your violations, and agree to hold Say Hello harmless from any liability associated in connection therewith.
If you have exchanges with anyone through the Say Hello Platform you feel is acting or has acted inappropriately, please contact the relevant authorities and then advise us here.
THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SAY HELLO PLATFORM REMAINS WITH YOU.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SAY HELLO OFFERS THE SAY HELLO PLATFORM INCLUDING ALL CONTENT AVAILABLE ON OR THROUGH THE SAY HELLO PLATFORM) ON AN ‘AS-IS’ AND ‘AS-AVAILABLE’ BASIS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE SERVICES OR THE SAY HELLO PLATFORM, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
SAY HELLO DOES NOT WARRANT THAT THE FUNCTIONS OF THE SAY HELLO PLATFORM WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT CONTENT MADE AVAILABLE ON OR THROUGH THE SAY HELLO PLATFORM WILL BE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY SERVERS USED BY SAY HELLO ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SAY HELLO DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OF THE SAY HELLO PLATFORM IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SAY HELLO OR THROUGH THE SAY HELLO PLATFORM, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ACKNOWLEDGE AND AGREE THAT SAY HELLO:
NOTWITHSTANDING SAY HELLO'S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF THE TRANSLATORS IN ACCORDANCE WITH THE TERMS HEREOF, SAY HELLO EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER OR OTHER THIRD PARTY.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT WILL:
CERTAIN JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
You agree to release, defend, indemnify and hold harmless Say Hello, its shareholders, officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, from and against any and all claims, damages (compensatory, direct, incidental, consequential or otherwise), obligations, losses, injuries, liabilities, costs or debt, and expenses (including but not limited to attorneys' fees) of any kind arising from or in any way connected with:
This defense and indemnification obligation will survive termination, modification or expiration of these Terms and your use of and access to the Say Hello Platform.
Compliance with Law
You agree to use the Say Hello Platform in strict compliance with all applicable laws (including import, export, or re-export control laws and embargo restrictions), rulings and regulations (including U.S. Export Administration Regulations). In addition, we expect users of the Say Hello to respect the rights of others.
Say Hello controls and operates the Say Hello Platform from its location in the United States, and is not intended to subject Say Hello to the laws or jurisdiction of any state, country or territory other than that of the United States. Although the Say Hello Platform is accessible worldwide, Say Hello does not represent or warrant that the Say Hello Platform or any part thereof is appropriate or available for use in any particular jurisdiction.
If you choose to access the Say Hello Platform from outside the United States, you do so on your own initiative and at your own risk and you are solely responsible for complying with applicable local laws, rules and regulations. We may limit the Say Hello Platform’s availability in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion. Any offer for any feature of the Say Hello Platform is void where prohibited.
These Terms constitute the entire understanding and agreement between Say Hello and you and supersedes and replaces any previous arrangements, understanding or agreement (whether oral or written) relating to the subject matter hereof.
In addition to the terms and conditions of these Terms, certain areas of the Say Hello Platform may have different terms and conditions or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Say Hello Platform, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Say Hello Platform.
If at any time any provision of these Terms shall be held to be illegal, void, invalid or unenforceable in whole or in part by any court or administrative body in any jurisdiction, then such provision shall be enforced to the maximum extent permissible so as to affect our intent and (a) to the extent that it is illegal, void, invalid or unenforceable be given no effect and shall be deemed not to be included in these Terms; and (b) not affect or impair the legality, validity or enforceability in that jurisdiction of any other provision of these Terms; or the legality, validity or enforceability under the law of any other jurisdiction of such provision or any other provision of these Terms; and we shall use all reasonable endeavors to replace such a provision with a valid and enforceable substitute provision which carries out, as closely as possible, the intentions of these Terms.
Our rights and remedies shall not be affected by any failure by us to exercise or delay in exercising any right or remedy or by the giving of any indulgence to you or by anything whatsoever except a specific waiver or release in writing by a duly authorized representative of Say Hello and any such waiver or release shall not prejudice or affect any other rights or remedies we may have. No single or partial exercise of any right or remedy shall prevent any further or other exercise thereof or the exercise of any other right or remedy.
Without prejudice to any other rights or remedies that any of us may have available at law and equity, you acknowledge and agree that Say Hello may be irreparably injured by a breach of these Terms by you and that damages alone may not be an adequate remedy for such breach. As such, Say Hello shall be entitled without proof of special damage to seek the remedies of injunctive relief and specific performance as well as any other equitable relief for any threatened or actual breach of the provisions of these Terms by you.
You may not, without Say Hello's prior written consent, assign or transfer these Terms, by operation of law or otherwise. Any attempt by you to assign or transfer these Terms, without such consent, will be shall be ineffective. Say Hello may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
These Terms do not and are not intended to confer any rights or remedies upon any person other than you and Say Hello. Notwithstanding the foregoing, each of us agrees that the card payment providers are third party beneficiaries of these Terms for purposes of enforcing provisions related to payments, but that their consent or agreement is not necessary for any changes or modifications to these Terms.
These Terms were prepared in English, and to the fullest extent permitted by law, the controlling language for these Terms is English. If all or any part of these Terms is for any reason translated into any language other than English, the English text shall prevail.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Say Hello (i) via e-mail (in each case to the address that you provide) or (ii) by posting to the Say Hello Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Say Hello does not accept ideas, concepts, or techniques for new services or products through the Say Hello Platform (the “Submissions”). If such Submissions are received, you acknowledge that (a) they will not be considered confidential or proprietary, (b) Say Hello and its affiliates are under no obligation to keep such information confidential, and (c) Say Hello will have an unrestricted, irrevocable, world-wide, royalty-free right to use, communicate, reproduce, publish, display, distribute, and exploit such Submissions in any manner it chooses.
To the fullest extent permitted by law, these Terms and any disputes, controversies or claims (collectively, “Disputes”) arising out of, or in connection with, its subject matter are governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict-of-law provisions.
You agree that all Disputes arising from or in connection with these Terms, its breach, termination, validity or interpretation, shall be exclusively decided by Arbitration in accordance with the Delaware Rapid Arbitration Act (DRAA). The language to be used in the arbitral proceedings shall be English. You confirm that you understand English, and are content for all communications relating to these Terms to be served on you in English. Any claim under these Terms must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred.
We reserve the right, at our sole discretion, to change, modify, add or remove portions of these Terms, including the Service Fees at any time without prior notice. When we change these Terms in a material way, a notice will be posted on the Say Hello Platform along with the updated Terms. It is your responsibility to periodically check these Terms for changes. Your continued use of the Say Hello Platform following the posting of changes will mean that you accept and agree to the changes. If the modified Terms are not acceptable to you, your only recourse is to cease using the Say Hello Platform.
"Content" means all text, graphics, images, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, audio, video, music, artwork, software, computer code information or other materials on the Say Hello Platform, excluding User Content.
"Customer" means a customer who Orders a Translation via the Say Hello Platform.
"Customer Fees" means the fees that Say Hello charges a Customer for the use of the Say Hello Platform (calculated as a percentage (currently 15%, min. USD 1.00) of the applicable Translation Costs).
"Customer Profile" means a profile created by a Customer on the Say Hello Platform.
"Non-Disclosure Agreement" means the agreement to be entered into between a Translator and Customer governing the translation of confidential materials.
"Offer(s)" means an offer by a Translator to provide translation services via the Say Hello Platform at a certain price and within a certain timeframe.
"Order" means an Order placed by a Customer with a Translator for a Translation through the Say Hello Platform.
"Ordering Currency" means the currency in which a Customer is charged for their Translation Order.
"Order Request Period" means the time period starting from the time when an Order is requested by a Customer (as determined by Say Hello in its sole discretion), within which a Translator may decide whether to confirm or reject that Order request, as stated on the Say Hello platform. Different Order Request Periods may apply depending on the type of Translation requested.
"Payout Currency" means the currency in which a Translator is paid for their Translation.
"Profile" means a "Translator Profile" or a "Customer Profile".
"Public Profile" means a Profile which is generally made available for viewing by anyone accessing the Say Hello Platform.
"Service Fees" means collectively the Customer Fees and the Translator Fees.
"Tax" or "Taxes" mean any sales taxes, value added taxes (VAT), goods and services taxes (GST) or fees that Translators may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.
"Total Fees" means collectively the Translation Costs and the Customer Fees plus any Taxes.
"Translation Costs" means the amounts charged by a Translator for a Translation Ordered by a Customer. Customer Fees are added to the Translation Costs for the Total Fees payable by a Customer for Translations Ordered through the Say Hello Platform.
"Translations" means content translated from one language to another by a Translator through the Say Hello Platform.
"Translator" means a User who creates an Offer via the Say Hello platform.
"Translator Fees" means the fee that Say Hello charges a Translator for the use of the Services (calculated as a percentage (currently 3%) of the applicable Translation Costs).
"Translator Profile" means a profile created by a Translator on the Say Hello Platform.
"Translation Request" means a request by a user for something to be Translated through the Say Hello Platform.
"User" or "Registered User" means a person who completes Say Hello's account registration process, including Translators and Customers.
"User Content" means all Content that a User posts, uploads, publishes, submits, transmits, or includes in their Profile to be made available through the Say Hello Platform.
Feedback & Contacting Us
Your opinion counts. If you have any feedback or questions about this Terms of Service, or any concerns or a complaints regarding its application, please contact us here. One of our Team Members will contact you within a reasonable time after receipt of your e-mail.
Last Updated: 14 June, 2016.
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