This Software as a Service Agreement (this “Agreement”), effective as of (the “Effective Date”), is by and between Virtual Leaf LLC with a mailing address of P.O. Box 60, Van Buren, Ohio, 45889 (“Provider”), and (“Customer”). Provider and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”
WHEREAS, Provider provides access to software as a service that provides human translations of Customer-provided content, marketed under the name Dialect Ready (the “Services”) to its customers;
WHEREAS Customer desires to access the Services, and Provider desires to provide Customer access to the Services, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Caching Policy
The Parties agree that content may be stored by third-parties in caching systems on Customer’s devices, such as by third-party browsers, as well as in a CDN (content delivery network), this is for performance optimization. Content is not stored by Provider in any other form nor shared or distributed to third parties outside the scope of these Services. Caching is a core function of the Service and applies to all processed content. Customer agrees caching functionality cannot be selectively disabled.
2. Content Ownership
“Customer Data” means information, data, any other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer through the Services, including content processed and translated by the Services. Customer owns all right, title, and interest in and to Customer Data. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display Customer Data and perform all acts with respect to the Customer Data as may be necessary for Provider to provide Services to Customer.
Customer agrees to be responsible for maintaining and updating the source content being translated. When Customer updates or modifies content translated by the Services, those changes are reflected in caching systems with subsequent browser requests for the content. Content that is removed by Customer, such as via Customer update, is removed from the translations.
“Provider IP” means the Services, any documentation, and any and all intellectual property provided to Customer in connection with providing Services. Customer acknowledges that, as between Customer and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP. Customer acknowledges that Provider may use artificial intelligence to provide and develop the Provider IP and that intellectual property created from such use of artificial intelligence shall be considered Provider IP. For clarity, Caching Data shall be considered Provider IP.
3. Prohibited Content
Customer agrees to be responsible for detecting and removing content related to abuse, child sexual abuse material (CSAM), sex trafficking, adult entertainment, racism, sexism, bullying, slander, or illegal activity. Provider reserves the right, in Provider’s sole discretion, to terminate this Agreement immediately on written notice to Customer for any reason, including, but not limited to, failure to comply with this provision.
4. Disclaimer of Liability
THE SERVICES ARE PROVIDED “AS IS” AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
5. Indemnification
Customer shall indemnify, defend, and hold harmless Provider from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) incurred by Customer resulting from any third-party claim, suit, action, or proceeding from use of the Services or Customer-provided content.
6. Cancellation Policy
Customers may cancel their subscription at any time. Refunds for unused subscription periods, if applicable, are subject to the terms of the specific plan.
7. Governing Law
This Agreement is governed by and construed in accordance with the laws of the State of Ohio without giving effect to any choice or conflict of law provision. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services provided hereunder shall be instituted exclusively in the federal and state courts located in Hancock County, Ohio, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding, and waives any contention that any such court is an improper venue.
