End-User License Agreement

 (“Agreement”)

Last updated: May 17, 2020

Please read this End-User License Agreement carefully before clicking the”I Agree” button, downloading or using TransVerb.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions.

The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of this End-User License Agreement:

Agreement means this End-User License Agreement that forms the entire agreement between You and the Company regarding the use of the Application. 

Application means the software program provided by the Company downloaded by You to a Device, named Transverb

Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to bGenius LLC, 110 Walton St, NY, 13202.

Content refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.

Country refers to: New York,  United States

Device means any device that can access the Application such as a computer, a smartphone or a digital tablet.

Third-Party Services means any services or content (including data, information, applications and other products services) provided by a third-party that may be displayed, included or made available by the Application.

You refers to the individual accessing or using the Application or the company, or other legal entity on behalf of which such individual is accessing or using the Application, as applicable.

Acknowledgement

By clicking the “I Agree” button, downloading or using the Application, You are agreeing to be bound by the terms and conditions of this Agreement. If You do not agree to the terms of this Agreement, do not click on the “I Agree” button, do not download or do not use the Application.

This Agreement is a legal document between You and the Company and it governs Your use of the Application made available to You by the Company.

The Application is licensed, not sold, to You by the Company for use strictly in accordance with the terms of this Agreement.

No one under 13 is allowed to create an account or use the Application. 

By using the Application, You state that:

• You can form a binding contract with the Company

• You are not a person who is barred from receiving the Application under the laws of the United States or any other applicable jurisdiction—including, for example, that You do not appear in the U.S. Treasury Department’s list of Specially Designated Nationals or face any other similar prohibition.

• You are not a convicted sex offender.

• You will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations.

License

Scope of License

The Company grants You a personal, worldwide, royalty-free, non-assignable, revocable, non-exclusive, non-transferable, limited license to download, install and use the Application strictly in accordance with the terms of this Agreement.

This license is for the sole purpose of letting You use and enjoy the Application’s benefits in a way that this Agreement and our usage policies, such as our Community Guidelines, allow.

The license that is granted to You by the Company is solely for Your personal, non-commercial purposes strictly in accordance with the terms of this Agreement.

You may not rent, lease, lend, sell, redistribute or sublicense the Application. You may not copy (except as expressly permitted by this license), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Application). Any attempt to do so is a violation of rights of the Company and its licensors. If You breach this restriction, You may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by the Company that replace and/or supplement the original Application, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

Our Application lets You create, upload, post, send, receive, and store content. When You do that, You retain whatever ownership rights in that content You had to begin with. But You grant us a license to use that content.

For all content You submit to the Application other than Public Content, You grant the Company and our affiliates a worldwide, royalty-free, sub-licensable, and transferable license to host, store, use, display, reproduce, modify, adapt, edit, publish, and distribute that content. This license is for the limited purpose of operating, developing, providing, promoting, and improving the Application and researching and developing new features.

Because Public Content is inherently public and chronicles matters of public interest, the license You grant us for this content is broader. For Public Content, You grant the Company, our affiliates, and our business partners all of the same rights You grant for non-Public Content in the previous paragraph, as well as a perpetual license to create derivative works from, promote, exhibit, broadcast, syndicate, publicly perform, and publicly display Public Content in any form and in any and all media or distribution methods (now known or later developed). To the extent it’s necessary, when You appear in, create, upload, post, or send Public Content, You also grant the Company, our affiliates, and our business partners the unrestricted, worldwide, perpetual right and license to use Your name, likeness, and voice, including in connection with commercial or sponsored content. This means, among other things, that You will not be entitled to any compensation from the Company, our affiliates, or our business partners if Your name, likeness, or voice is conveyed through the Application.

While we’re not required to do so, we may access, review, screen, and delete Your content at any time and for any reason, including to provide and develop the Application or if we think Your content violates this Agreement. You alone, though, remain responsible for the content You create, upload, post, send, or store through the Application.

The Application may contain advertisements. In consideration for the Company letting You access and use the Application, You agree that we, our affiliates, and our third-party partners may place advertising in the Application. Because the Application contains content that You and other users provide us, advertising may sometimes appear near Your content.

We always love to hear from our users. But if You provide feedback or suggestions, just know that we can use them without compensating You, and without any restriction or obligation to You.

Much of the content on our Application is produced by users, publishers, and other third parties. Whether that content is posted publicly or sent privately, the content is the sole responsibility of the person or organization that submitted it. Although the Application reserves the right to review or remove all content that appears on the Application, we do not necessarily review all of it. So we cannot—and do not—take responsibility for any content that others provide through the Application.

Through this Agreement and our Community Guidelines, we make clear that we do not want the Application put to bad uses. But because we do not review all content, we cannot guarantee that content on the Application, or that our users’ use of our Application, will always conform to our Agreement or Guidelines.

Third-Party Services

The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services.

You acknowledge and agree that the Company shall not be responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Company does not assume and shall not have any liability or responsibility to You or any other person or entity for any Third-party Services.

You must comply with applicable Third parties' Terms of agreement when using the Application. Third-party Services 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.

Term and Termination

This Agreement shall remain in effect until terminated by You or the Company.

The Company may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.

This Agreement will terminate immediately, without prior notice from the Company, in the event that You fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Application and all copies thereof from Your Device or from Your computer.

Upon termination of this Agreement, You shall cease all use of the Application and delete all copies of the Application from Your Device.

Termination of this Agreement will not limit any of the Company's rights or remedies at law or in equity in case of breach by You (during the term of this Agreement) of any of Your obligations under the present Agreement.

Intellectual Property

The Company respects the rights of others. And so should You. You therefore may not use the Application, or enable anyone else to use the Application, in a manner that:

• violates or infringes someone else’s rights of publicity, privacy, copyright, trademark, or other intellectual property right.

• bullies, harasses, or intimidates.

• defames.

• spams or solicits our users.

You must also respect The Company’s rights and adhere to the Brand Guidelines and any other brand guidelines published by The Company. You may not do any of the following (or enable anyone else to do so):

• use branding, logos, icons, user interface elements, designs, photographs, videos, or any other materials used in our Application, except as explicitly allowed or other brand guidelines published by The Company.

• violate or infringe the Company’s copyrights, trademarks, or other intellectual property rights.

• copy, archive, download, upload, distribute, syndicate, broadcast, perform, display, make available, or otherwise use any portion of the Services or the content on the Services except as set forth in these Terms.

• use the Services, any tools provided by the Services, or any content on the Services for any commercial purposes without our consent.

In short: You may not use the Application or the content on the Application in ways that are not authorized by this Agreement. Nor may You help anyone else in doing so.

User Content

a. Definition. “User Content” means any content that users upload, post or transmit (collectively, “Post”) to or through the Application including, without limitation, any text, comments and other works subject to protection under the laws of the United States or any other jurisdiction, including, but not limited to, patent, trademark, trade secret, and copyright laws, and excludes any and all Company Content.

b. Screening User Content. The Company offers end users the ability to submit User Content to or transmit User Content through the Application. The Company does not pre-screen any User Content, but reserves the right to remove, disallow, block, or delete any User Content in its sole discretion. The Company does not guarantee the accuracy, integrity, appropriateness, availability, or quality of any User Content, and under no circumstances will The Company be liable in any way for any User Content.

c. Licenses to User Content. While you retain ownership of any rights you may have in your User Content, you hereby grant the Company an unrestricted, assignable, sublicensable, revocable, royalty-free license throughout the universe to reproduce, distribute, publicly display, communicate to the public, publicly perform (including by means of digital audio transmissions and on a through-to-the-audience basis), make available, create derivative works from, retransmit from External Sites, and otherwise exploit and use (collectively, “Use”) all or any part of all User Content you Post to or through the Application by any means and through any media and formats now known or hereafter developed, for the purposes of (i) advertising, marketing, and promoting the Company and the Application; (ii) displaying and sharing your User Content to other users of the Application; and (iii) providing the Application as authorized by this Agreement. You further grant the Company a royalty-free license to use your user name, image, voice, and likeness to identify you as the source of any of your User Content. Any User Content posted by you to or through the Application or transmitted to the Company will be considered non-confidential and non-proprietary, and treated as such by Company, and may be used by Company in accordance with this Agreement without notice to you and without any liability to Company.

d. You Must Have Rights to the Content You Post. You represent and warrant that: (i) you own the User Content Posted by you on or through the Application or otherwise have the right to grant the license set forth in this EULA; (ii) the Posting and Use of your User Content on or through the Application does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, including, but not limited to, the rights of any person visible in any of your User Content; (iii) the Posting of your User Content on the Application will not require us to obtain any further licenses from or pay any royalties, fees, compensation, or other amounts or provide any attribution to any third parties; and (iv) the Posting of your User Content on the Service does not result in a breach of contract between you and a third party. You agree to pay all monies owing to any person as a result of your Posting your User Content on the Application.

e. Waiver of Rights to User Content. By Posting User Content to or through the Application, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain, or permit any action based on any moral rights that you may have in or with respect to any User Content you Post to or through the Service.

f. Objectionable Content. You agree not to Post any User Content to the Application that is or could be interpreted to be (i) abusive, bullying, defamatory, harassing, harmful, hateful, inaccurate, infringing, libelous, objectionable, obscene, offensive, pornographic, shocking, threatening, unlawful, violent, vulgar, or in violation of any applicable laws (including laws related to speech); or (ii) promoting any product, good, or service, or bigotry, discrimination, hatred, intolerance, racism, or inciting violence (including suicide) (collectively, “Objectionable Content”). The Posting of any Objectionable Content may subject you to third party claims and none of the rights granted to you in this EULA may be raised as a defense against such third party claims. If you encounter any Objectionable Content on the Service, then please immediately email translate@transverbapp.com. The Company in its sole discretion may take any actions it deems necessary and/or appropriate against any User who Posts Objectionable Content on the Application.

Indemnification

You agree to indemnify and hold the Company and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of Your: (a) use of the Application; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.

No Warranties

The Application is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, 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, the Company 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.

Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Application, or the information, content, and materials or products included thereon; (ii) that the Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Application; or (iv) that the Application, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, time-bombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section 11 shall be applied to the greatest extent enforceable under applicable law. To the extent any warranty exists under law that cannot be disclaimed, the Company shall be solely responsible for such warranty.

Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Agreement and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You for the Application or through the Application.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Application, third-party software and/or third-party hardware used with the Application, or otherwise in connection with any provision of this Agreement), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.

Severability and Waiver

Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Product Claims

The Company does not make any warranties concerning the Application.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Changes to this Agreement

The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of the Company.

By continuing to access or use the Application after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use the Application.

Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern this Agreement and Your use of the Application. Your use of the Application may also be subject to other local, state, national, or international laws.

Entire Agreement

The Agreement constitutes the entire agreement between You and the Company regarding Your use of the Application and supersedes all prior and contemporaneous written or oral agreements between You and the Company.

You may be subject to additional terms and conditions that apply when You use or purchase other Company's services, which the Company will provide to You at the time of such use or purchase.

Contact Us

If You have any questions about this Agreement, You can contact bGenius LLC:

By email: translate@transverbapp.com

By visiting this page on our website: www.transverbapp.com