Terms & Conditions

Welcome to the Motamo’s digital ecosystem.

This document contains the terms and conditions that govern all types of use of our Local Websites and Web Portal (as defined below) and Services (as defined below) and all content, services, and/or products available on or through the Local Websites and Web Portal (collectively, the “Motamo Services”).

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE MOTAMO SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE, OR OTHERWISE USE THE LOCAL WEBSITES AND WEB PORTAL OR THE MOTAMO SERVICES.

The Motamo Services are offered to you subject to your acceptance, without modification (other than Special Terms (as defined below) agreed by the parties pursuant to these Terms of Service), of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, our Privacy Policy, the Guidelines (as defined below) and any future modifications thereof, and procedures that may be published from time to time on the Local Websites and Web Portal or made available to you on or through the Motamo Services (collectively, the “Terms”).

When accepted by you (as defined below), these Terms form a legally binding contract between you and the Supplier (as defined below). If you are entering into these Terms on behalf of an entity, such as your employer or the company you work for, by accepting them you declare that you have the legal authority to bind that entity.

Supplier may, in its sole discretion, elect to suspend or terminate access to, or use of the Motamo Services to anyone who violates these Terms. The original language of these Terms is English. Supplier may make available translations for convenience. In case of conflicts between the original English version and any translation, the English version shall prevail.

1. DEFINITIONS

Account	the primary means for accessing and using the Motamo Services through a Motamo’s local site or the Web Portal.
Activity	translation and interpreting services, editing, proofreading, desktop publishing, subtitling, voiceover, content writing, creative writing, copywriting, administrative language service support, source strings updates, comments, and issues, and any other type of tasks associated with a Job.
Authorization	the set of rights and privileges on the Web Site assigned to a User by a Customer or by a Vendor.
Customer	a natural or legal person who has accepted these Terms with the Supplier.
Customer Data	Files and any other digital data and information, including translations which are subjected to the Motamo Services or otherwise inserted to the System by the Customer.
Content	any data and information, other than Customer Data, available through Motamo Services or contained within the structure of the Local sites and Web Portal, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials owned by Motamo.
Files	documents of any kind (images, spreadsheets, text files, etc.) that are inserted into the System by the Customer, and usually associated with a particular Job.
Guidelines	additional guidelines or rules applicable to specific features, applications, products, or services that may be posted from time to time on the Local Websites and Web Portal or otherwise made available on or through the Motamo Services.
Motamo OÜ	Motamo OÜ, a private limited company established under the laws of the Republic of Estonia, having its principal place of business at ………………….., Republic of Estonia, ………………….. Register under code ……………………………
Motamo Materials	the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, the organization, and the compilation of the content, code, data, and all other elements of the Motamo Services.
Motamo Services	the Web Site, System, Content, Local Websites, and Web Portal, and all content, services, and/or products available on or through the Local Websites and Web Portal, subject to the plan selected by the Customer.
Local Websites and Web Portal	the Motamo Local websites and Main Web Portal through which Motamo’s Services are promoted, offered and sold.
Job	the planned set of interrelated translation, interpreting, localization, editing,  proofreading, subtitling, voiceover, content writing, creative writing, copywriting, or related to any other Motamo’s service tasks to be executed over a fixed period and within certain cost and other limitations.
Job Owner	the Customer who created the Job.
Public Job with Open Policy	a Job that any Customer or Vendor can join without a confirmation from the Job Owner. Any Customer Data posted may become public at the discretion of the Job Owner.
Public Job with Moderated Policy	a Job that a Customer or a Vendor can join only after the confirmation from the Job Owner. Any Customer Data posted may become public at the discretion of the Job Owner.
Reseller	third party entity that (i) purchases Motamo Services from Supplier and resells such Motamo Services to Customers, (ii) bills such Customers directly, and (iii) provides such Customers with customer service.
Special Terms	any particulars, specifications, and conditions by which the parties have agreed to deviate from these Terms.
Supplier	as the context requires, Motamo OÜ.
System	the integrated cloud computing solution for providing the Motamo Services, including applications, software, hardware, databases, interfaces, associated media, documentation, updates, new releases, and other components or materials provided therewith.
User   Vendor	a natural person granted with the Authorization to use the Account on behalf of a Customer or Vendor.   a natural person or any type of organization acting on performing jobs assigned by the Supplier.
Web Site	the compilation of all web documents (including images, php, and html files) made available via www.mota-mo.com or its sub-domains or domains with identical names under other top domains and owned by Supplier.
Workflow	the movement of tasks through a work process that ensures that specific Users perform activities in a specific sequence.

2. AUTHORITY TO ENTER INTO THESE TERMS WITH SUPPLIER

The use of the Motamo Services is subject to acceptance of these Terms. To accept these Terms for themselves or on behalf of a Customer or a Vendor, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age or have valid authorization from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated and in good standing.

The Terms are accepted as soon as one of the following occurs first: the person has received the confirmation of the creation of the Account and necessary credentials from Supplier in order to log in to his/her/its Account; or for those Motamo Services and parts or entire Web Sites the use of which is not dependent on creating an Account, upon the moment of gaining access to such services.

You may not, without Supplier’s prior written consent, access the Motamo Services (i) to monitor the availability, performance or functionality of the Motamo Services or (ii) other benchmarking or competitive purposes.

Once accepted, these Terms remain effective until terminated as provided for herein.

3. MODIFICATIONS OF THESE TERMS

The Supplier reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the Local Websites and Web Portal or the Motamo Services. Please check these Terms periodically for changes. Your continued use of the Motamo Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the Motamo Services, or (ii) 30 days from posting of such modified Terms on or through the Local Websites and Web Portal. Notwithstanding the foregoing, the resolution of any dispute that arises between you and the Supplier will be governed by the Terms in effect at the time such dispute arose.

4. OUR RESPONSIBILITIES

4.1. Provision of Motamo Services.

The Supplier will (a) make the Motamo Services, Content and Customer Data available to a Customer pursuant to these Terms, (b) provide applicable standard support for the Motamo Services to Customer at no additional charge, and/or upgraded support (for an additional charge, if applicable), (c) use commercially reasonable efforts to make the Motamo Services available 24 hours a day, 7 days a week, except for (i) planned downtime, and (ii) any unavailability caused by circumstances beyond Supplier’s reasonable control, including, for example, an act of God, an act of government, flood, fire, earthquake, civil unrest, an act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.

4.2. Protection of Customer Data.

The Supplier will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data, as described in the Guidelines. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification, or disclosure of Customer Data by Supplier personnel except (a) to provide the Motamo Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.4 (Compelled Disclosure) below, or (c) as a Customer or User expressly permit in writing.

The Services may be performed using equipment or facilities located in the European Union, the United States, and India. The Supplier’s service providers located outside the EU are either Privacy Shield compliant or have executed Standard Contractual Clauses (as approved by the European Commission) that provide legal grounds for assuring that, when processed outside the European Union, the personal data of EU citizens when using the Motamo Service will receive from the Supplier and its service providers located outside the EU an adequate level of protection within the meaning of Article 46 of Regulation (EU) 2016/679 (General Data Protection Regulation).

By agreeing to these Terms, the Customer or Vendor grants the Supplier a general authorization in the meaning of Article 28 (2) of Regulation (EU) 2016/679 to engage processors for the purposes of providing the Motamo Services. For more information about processors or if you want to subscribe to an email list and receive updates on the changes to the list of sub-processors, please see our List of Sub-processors

5. USING THE MOTAMO SERVICES

5.1 Establishing an Account.

Certain features, functions, parts, or elements of the Motamo Services can be used or accessed only by holders of an Account. The person who wishes to create an Account must:

1. complete the sign-up form on the Web Site or alternative process provided by a Reseller if access to the Motamo Services is purchased from a Reseller;
2. and accept these Terms by clicking “Sign up” or another similarly designated button in the interface.

Each Customer or Vendor may have only one Account. If several persons need to use an Account on behalf of Customer or Vendor, the Customer or the Vendor must designate such persons as Users.

Each such User shall be subject to the restrictions set forth in these Terms. If Customer or Vendor has designated Users and granted them Authorization, such Users will be deemed to be authorized to act on behalf of Customer or Vendor when using the Account.

The Supplier is not responsible for and shall have no liability for verifying the validity of Authorization of any User. However, the Supplier may, at its discretion, request additional information or proof of the person’s credentials. If Supplier is not certain if a User has been granted Authorization, Supplier may, in its sole discretion, prevent such User from accessing the Motamo Services and/or suspend or terminate the Account.

A User may be associated with multiple Customers or Vendors and Accounts. Blocking a User from one Account or Job will not remove the User from the Local Websites and Web Portal if he/she is connected to multiple Accounts. The Customer and any User associated with an Account must provide Supplier with true, accurate, current, and complete information about the Customer or Vendor, Users, and Account and keep it up to date.

5.2 Logging into Account.

The Customer or the Vendor creates a username and password (“Login Credentials”) to be used to log in to its Account unless the Customer or Vendor uses the single sign-on feature or another service to log in. These Login Credentials must not be used by multiple persons. If the Customer or Vendor has designated several Users, each User should create separate Login Credentials. Customer or Vendor and each User are responsible for keeping confidential all login credentials associated with an Account. Customer or Vendor must promptly notify Supplier of any disclosure, loss, or unauthorized use of any Login Credentials.

5.3 Termination of Account.

The Customer or the Vendor may terminate these Terms by terminating the Account at any time as provided in Section 17. Supplier shall permanently delete the Account within six months of the effective date of the termination.

6. PAYMENT

The following provisions are applicable only if you purchase access to the Motamo Services directly from the Supplier. If you purchase access to the Motamo Services through a Motamo’s Services Reseller, the payment terms are set forth in the agreement with your Reseller.

6.1 Credit Card Authorization.

Supplier’s payment processing partner listed in the processors’ list may seek pre-authorization of the Customer’s credit card account prior to your purchase of Motamo Services in order to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You authorize such credit card account to pay any amounts described herein and authorize Supplier to charge all sums described in these Terms to such credit card account. You agree to provide Supplier updated information regarding your credit card account upon Supplier’s request and any time the information earlier provided is no longer valid.

6.2 Electronic Invoice.

In case the Customer is executing a payment based on Motamo’s Sales Order via Wire Transfer, an electronic invoice for payment will be issued. The electronic invoices are available in Motamo’s database and shall be sent electronically to the Customer to the indicated Customer’s email. The Customer must pay the invoice by the due date indicated on the invoice.

7. CUSTOMER DATA

7.1 Uploading Customer Data to Local Websites and Web Portal.

If the Customer uploads Customer Data to the Local Websites and Web Portal, such Customer Data and any processing of such Customer Data must be in compliance with these Terms and applicable law. By uploading Customer Data to the Local Websites and Web Portal and/or using Motamo Services, the Customer represents that the Customer has all necessary legal rights, title, and interest in and to the Customer Data whether posted and/or uploaded by the Customer or with Customer’s authorization or made available on or through the Motamo Services by Supplier. By uploading Customer Data to the Local Websites and Web Portal, the Customer authorizes the Supplier to process the Customer Data.

The Customer is responsible for ensuring that:

• the Customer and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Customer Data that violates the content of these Terms, the rights of Supplier or is harmful (for example viruses, worms, malware, and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful;
• and the Customer or the Vendor and all of the Users associated with the Account have the necessary rights to use the Customer Data, including to insert it into the Local Websites and Web Portal and process it by means of the Account.
• the Account or Customer Data is not used for any illegal or unlawful activities.

7.2 No Guarantee of Accuracy.

The Supplier does not guarantee any accuracy with respect to any information contained in any Customer Data, and strongly recommends that you think carefully about what you transmit, submit, or post to or through the Motamo Services. You understand that all information contained in Customer Data is the sole responsibility of the person from whom such Customer Data originated.

This means that Customer, and not Supplier, is entirely responsible for all Customer Data that is uploaded, posted, transmitted, or otherwise made available through the Motamo Services, as well as for any actions taken by the Suppliers or other Customers or Users or third parties as a result of such Customer Data.

The Supplier has no obligations to monitor the use of or ensure that the Customer Data does not infringe upon the intellectual property rights of other Customers, Users, or third parties. Customer or User (as the case may be) is solely responsible for securing all necessary rights to the Customer Data.

7.3 Unlawful Customer Data.

The Supplier is not obliged to pre-screen, monitor, or filter any Customer Data or acts of its processing by the Customer in order to discover any unlawful nature therein. However, if such unlawful Customer Data or the action of its unlawful processing is discovered or brought to the attention of Supplier or if there is reason to believe that certain Customer Data is unlawful, Supplier has the right to:

• notify the Customer of such unlawful Customer Data;
• demand that the Customer bring the unlawful Customer Data into compliance with these Terms and applicable law;
• temporarily or permanently remove the unlawful Customer Data from the Web Site or Account, restrict access to it, suspend it or delete it.

If Supplier is presented convincing evidence that the Customer Data is not unlawful, Supplier may, at its sole discretion, restore such Customer Data, which was removed from the Account or access to which was restricted. In addition, in the event Supplier believes in its sole discretion Customer Data violates applicable laws, rules or regulations or these Terms, Supplier may (but has no obligation), to remove such Customer Data at any time with or without notice.

Motamo OÜ as the data processor will assist the Customer or Vendor as the data controller in meeting the Customer’s or Vendor’s obligations under Regulation (EU) 2016/679, providing subject access, and allowing data subjects to exercise their rights under Regulation (EU) 2016/679.

7.4 Compelled Disclosure.

Supplier may disclose a Customer’s or Vendors’ confidential information to the extent compelled by law to do so. In such instance, Supplier will use commercially reasonable efforts to provide Customer or Vendor with prior notice of the compelled disclosure (to the extent legally permitted) and Customer or Vendor shall provide reasonable assistance, at its cost, if Customer or Vendor wishes to contest the disclosure. If Supplier is compelled by law to disclose Customer’s or Vendors’ confidential information as part of a civil proceeding to which Supplier is a party, and Customer or Vendor is not contesting the disclosure, Customer or Vendor will reimburse Supplier for its reasonable cost of compiling and providing secure access to that confidential information.

8. SERVICES

8.1 Use of the Motamo Services.

Subject to these Terms, and the payment of the applicable service costs, Supplier grants Customer and/or Vendor and their authorized users a non-exclusive, non-transferable, non-sublicensable license to use the Motamo Services to:

• • collect, store and organize Customer Data, such as add new Language and another type of Localization resources, create Jobs and add Workflows into these Jobs, generate reports based on Customer Data, invite Vendors into Jobs and monitor the progress of any Job, add or download Files;
  • organize communication through Comments and Discussions;
  • add new Users and grant them Authorizations, assign Activities to a particular User;
  • modify and delete Customer Data;
  • customize the standard features of the Motamo Services in order to fit particular Customer’s needs;
  • receive reasonable help and guidance from the Supplier regarding the use of the Motamo Services.

8.2 Customer and Technical Support.

The Supplier shall provide reasonable customer and technical support to the Customer and its authorized User at the reasonable request of the Customer. The Supplier shall respond to inquiries of support from a Customer utilizing the contacts set forth below as soon as reasonably possible.

The contacts for all inquiries of support are as follows: the chat application on the Web Page, or the e-mail: support@mota-mo.com Notwithstanding the foregoing, if you have purchased access to the Motamo Services from a Reseller, the first-line customer or technical support will be provided by the Reseller and not by the Supplier.

8.3 Modifications to a Service.

The Supplier reserves the right to modify the Motamo Services or any part or element thereof from time to time without prior notice, including, without limitation:

• rebranding the Motamo Services at its sole discretion;
• ceasing providing or discontinuing the development of any particular Motamo Service or part or element of the Local Websites and Web Portal temporarily or permanently;
• taking such action as is necessary to preserve Supplier’s rights upon any use of the Motamo Services that may be reasonably interpreted as a violation of Supplier’s intellectual property rights, distribution of Internet viruses, worms, trojan horses, malware, and other destructive activities or illegal activity.

As applicable, the Customer may be notified of such modifications when logging in to the Account. Modifications, including changes in applicable rates for the Motamo Services, will become effective thirty (30) days before the effective date of such modification.

If the Customer does not accept the modification, the Customer shall notify Supplier or Reseller (if Customer purchased access to the Motamo Services from a Reseller) before the effective date of the modification, and these Terms will terminate on the effective date of the modification. The Customer’s continued use of the Motamo Services, or any part or element thereof, after the effective date of a modification shall indicate its consent to the modifications.

The Supplier shall not be liable to the Customer or to any third party for any modification, suspension, or discontinuance of the Motamo Services, or any part or element thereof.

8.4. Delay of delivery of Job

a. In case the delivery of a Job is delayed by the Supplier for more than 1/3 of the total time agreed for performing it, the Customer is entitled to receive an indemnity up to 100% of the total amount due.

b. In case delivery of a Job is delayed by the Vendor for more than 1/3 of the total time agreed for performing it, the Supplier is entitled to receive an indemnity up to 100% of the total amount due.

8.5. Cancellation of ongoing Jobs

a. In case ongoing  Jobs are canceled by the Customer, the Customer is obliged to pay the used time or the work done at the moment when the written cancellation is sent by email or through other channels on any Local Website or the Web Portal plus 1/2 of the amount due for the time not used or the remaining work as they are described in the initial Job order (Sales order).

b. In case ongoing Services or Jobs are canceled by the Vendor, the Vendor is not entitled to any remuneration except if mutually agreed otherwise between the Supplier and the Vendor (e.g. force Majeure, illness).

8.6 Complaints

In case of filing a complaint on Job, it must be submitted in writing no later than 7 days from the submission of the finished work, accompanied by a written motivation.
In the event that this period expires, the parties shall accept that the Job has been accepted in its entirety and without any objection.

When a complaint is not accepted by the Supplier, the parties agree to appoint an independent expert to verify the validity of the complaint. The parties agree to accept the assessment of the independent expert and to act in accordance with it in their subsequent actions to compensate or recover parts of the amounts already paid under the Job on which the complaint was sent.

9. DATA PROCESSING CONTRACT

For the purposes of Article 28 of Regulation (EU) 2016/679, these Terms constitute the data processing contract between the Customer in its capacity of the data controller and the Supplier as the data processor. The Customer hereby instructs the Supplier to process the data as described in these Terms.

9.1 Subject matter and nature of the processing.

The Supplier provides the Local Websites and Web Portal where the Customer, as the data controller, can collect, store and organize the personal data of data subjects determined by the Customer. The Local Websites and Web Portal has been designed to work as a Localization management tool but, to the extent not regulated by these Terms, the Customer decides how they use the Local Websites and Web Portal.

9.2 Duration.

The Supplier will process data on behalf of the Customer until the termination of the Motamo Services in accordance with these Terms. Upon termination, Motamo will store the Customer’s data for a period of six months, should the Customer wish to reopen the Account to resume the use of the Motamo Services or to export Customer Data, unless instructed otherwise by the Customer. The Supplier deletes or returns all the personal data to the controller after the end of the provision of services relating to processing, and deletes existing copies unless Union or Member State law requires the storage of the personal data.

9.3 Parties’ rights and obligations.

The Customer’s rights and obligations regarding Customer Data are provided in sections 4 through 10 of these Terms. The Supplier ensures that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. The Supplier takes all measures required pursuant to Article 32 of Regulation (EU) 2016/679. The Supplier undertakes to make available to the controller all information necessary to demonstrate compliance with their obligations and to allow for and contribute to audits, including inspections, conducted or mandated by the Customer as a data controller.

10. RESTRICTIONS

10.1 Prohibited Activities.

The Customer and its authorized Users may use the Motamo Services and any part of the elements thereof only within the limits of the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Customer nor any User may:

• use the Motamo Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;
• in case of complex software services are provided, to copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Motamo Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the Supplier is not permitted by that applicable law to exclude or limit the foregoing rights;
• use the Motamo Services or any part or element thereof unless it has agreed to these Terms.

11. PRIVACY

The Supplier takes the privacy of its Customers and Users very seriously. Supplier’s Privacy Policy is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs Supplier’s collection, use, and disclosure of Customer’s or User’s personal information.

12. INTELLECTUAL PROPERTY RIGHTS

12.1 Motamo’s Intellectual Property Rights in the Motamo Services.

The Motamo Services, Motamo Materials, Motamo trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by the Supplier and its third-party vendors and hosting partners. Motamo Materials are protected by copyright, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws.

The Supplier, its affiliates, and licensors retain all rights, titles, and interests in such Motamo Services, Motamo Materials, Motamo trade names and trademarks, and any parts or elements. Your use of the Motamo Services and Motamo Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein.

Any commercial or promotional distribution, publishing, or exploitation of the Motamo Materials is strictly prohibited unless you have received the express prior written permission from the Supplier or the otherwise applicable rights holder. Supplier reserves all rights to the Motamo Services, Motamo Materials, and Motamo trade names and trademarks not expressly granted in the Terms.

12.2 Content Owned by Motamo.

Subject to these Terms, the Supplier grants to the Customer and its authorized users a non-exclusive, non-transferable, non-sublicensable license to download a single copy of any part of the Content solely for your personal, non-commercial use if you retain all copyright and proprietary notices that are contained in such part of the Content.

You expressly acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through the Local Websites and Web Portal or the Motamo Services. You shall not copy, distribute or publish any Content or any information obtained or derived therefrom except as permitted on or through the Motamo Services or as otherwise permitted by applicable law.

12.3 Customer Data.

1. The Supplier may use Customer Data in an aggregated or anonymized format for research, educational, and other similar purposes. Supplier may not otherwise use or display Customer Data without Customer’s written consent. The Supplier respects your right to the exclusive ownership of your Customer Data. Unless specifically permitted by you, your use of the Motamo Services does not grant Supplier the license to use, reproduce, adapt, modify, publish or distribute the Customer Data created by you or stored in your Account for Supplier’s commercial, marketing, or any similar purpose. Customer expressly grants Supplier the right to use and analyze aggregate system activity data associated with the use of the Motamo Services by Customer and its Users for the purposes of optimizing, improving, or enhancing the way the Motamo Services operate, and to create new features and functionality in connection with the Motamo Services in the sole discretion of Supplier.
2. The Customer is solely responsible for its own Customer Data and the consequences of posting or publishing them on or through the Motamo Services. In connection with Customer Data, the Customer affirms, represents, and warrants that: (i) Customer either owns its Customer Data or has the necessary licenses, rights, consents, and permissions to use and authorize the Suppliers to display or otherwise use the Customer Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to your Customer Data in a manner consistent with the intended features of the Motamo Services and these Terms, and to grant the rights and license which are necessary to perform services hereunder, and (ii) Customer Data, Supplier’s or any Motamo Licensee’s use of such Customer Data pursuant to these Terms, and Supplier’s or any Motamo Licensee’s exercise of the license rights which are necessary to perform services hereunder. Customer further affirms, represents, and warrants do that the Customer does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees and/or royalties by Supplier to any third party for the performance of any Motamo Services Customer has chosen to be performed by Supplier or for the exercise of any rights granted in these Terms unless Customer and Supplier otherwise agree.
3. Special Terms for Motamo Customers. (For Motamo Customers and their respective Users Only) As part of your contribution to any Motamo Job, by agreeing to these terms, you are acknowledging and agreeing that your name, username, and email address will become embedded and part of the Job and organization, which may be available to the organization admins. You understand the removal of this information would be impermissibly destructive to the Job and the interests of all those who contribute, utilize, and benefit from it. Therefore, in consideration of your participation in any Job, you understand that retaining your name, username, and email address, as described above, does not require your consent and that the right of erasure, as spelled out in the GDPR Article 17 (1) b does not apply. The legal basis for our lawful processing of this personal data is Article 6 (1) f (“processing is necessary for the purposes of the legitimate interests pursued by the controller”).

12.4 Feedback.

If a Customer or a User provides Supplier with any comments, bug reports, style or terminology contestation, feedback, or modifications for the Motamo Services (“Feedback”), Supplier shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Motamo Services.

Customer or User (as applicable) hereby grants Supplier a perpetual, irrevocable, nonexclusive, royalty-free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose.

Supplier shall have the right to modify or remove any Feedback provided in the public areas of the Web Site if the Supplier deems, at its discretion, harmful, offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful.

13. THIRD-PARTY SITES, PRODUCTS, AND SERVICES

The Motamo Services may include links to other websites or services (“Linked Sites”) solely as a convenience to Customers. Unless otherwise specifically and explicitly indicated, Supplier does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Supplier makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites.

ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.

Any content referred to as community provided is provided by third parties and not developed or maintained by Motamo. By using any community-licenced code or libraries in your software development, you acknowledge and agree that Motamo is not in any way responsible for the performance or damages caused by such community-provided code or library in any web development, localization, or any other Job.

14. DISCLAIMERS; NO WARRANTY CLAUSE

UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, THE MOTAMO SERVICES, MOTAMO MATERIALS, AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE MOTAMO SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SUPPLIER AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANT’S ABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.

UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT THAT THE MOTAMO SERVICES AND ANY CONTENT, CUSTOMER DATA SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE MOTAMO SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE MOTAMO SERVICES AND ANY CONTENT, CUSTOMER DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE MOTAMO SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

UNLESS OTHERWISE EXPRESSLY STATED BY THE SUPPLIER, THE SUPPLIER AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE LOCAL WEBSITES AND WEB PORTAL, THE Motamo SERVICES, Motamo MATERIAL OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

15. INDEMNIFICATION

You agree to defend, indemnify and hold harmless Supplier and its affiliates, and their respective directors, officers, employees, and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Motamo Services, Motamo Materials, representations made to the Supplier, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants.

The Supplier reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Supplier, and you agree to cooperate with such defense of these claims.

16. LIMITATION OF LIABILITY

16.1 No Liability:

The Supplier shall not be liable to the Customer or Vendor or User for any consequences resulting from:

• any modifications in these Terms, calculation, and rates of Fees, the Motamo Services, Motamo Material, or any part or element thereof (including but not limited to Account),
• including any error, permanent or temporary interruption, discontinuance, suspension, or another type of unavailability of the Motamo Services or Motamo Materials;
• deletion of, corruption of, or failure to store any Customer Data;
• use of Customer Data by the Customer or Vendor or any of the Users associated with the Account;
• upgrading or downgrading the current Plan;
• any disclosure, loss, or unauthorized use of the login credentials of Customer or Vendor or any unauthorized use due of  to Customer’s or Vendors’ failure to keep them confidential;
• the Customer’s or Vendors’ use of the Account or the Motamo Services by means of browsers other than those accepted or supported by the Supplier;
• the application of any remedies against the Customer or Vendor or authorized Users by the Supplier, for example, if the Customer or Vendor or User has committed a crime or conducted a breach of applicable law by using the Motamo Services or any part or element thereof;
• the differences between technologies and Local Websites and Web Portals used for access, for example, if certain features, functions, parts, or elements of the Motamo Services are designed for use on a personal computer or laptop and do not function on a mobile Local Websites and Web Portal or a tablet;
• the Supplier’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterward.

In addition, Supplier and its affiliates shall not be liable to the Customer or Vendor for any claim by any User, person, Organization or third parties against the Customer or Vendor arising out of the Customer’s or Vendors’ failure to:

• provide Supplier with accurate information about the Customer, Users or Account;
• notify Supplier of any reasons due to which a User does not have the right to use the Account on behalf of the Customer or Vendor;
• provide any Products which it has agreed to provide to such a person or Organization (whether such failure arises as a result of Supplier’s negligence, breach of these Terms or otherwise);
• ensure the lawfulness of the Customer Data;
• obtain the necessary rights to use the Customer Data; or
• abide by any of the restrictions described in these Terms.

16.2 Limitation of Liability.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF MOTAMO AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE MOTAMO SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE.

16.3 Exclusion of Consequential and Related Damages.

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

17. TERMINATION OF THESE TERMS

17.1 For Convenience.

These Terms may be terminated for convenience upon written notice to the other party as indicated in the “Notice” Section below:

• by the Customer, at any time by closing the Account, or if the Customer is paying for the Service with a PayPal account, or if the Customer is paying for the Service via a Reseller, by means agreed upon between the Customer and the Reseller;
• by the Vendor, at any time by closing the Account;
• by Supplier upon decision to end the provision of the Motamo Services and close the Local Websites and Web Portal; or
• immediately by either concerned parties, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.

17.2 For Cause.

These Terms may be terminated for default upon written notice to the other party as indicated in the “Notice” Section below:

• by either concerned party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party; or
• immediately by either party if the other party breaches its obligations, as applicable under Section 12, Intellectual Property Rights and Section 15, Indemnification of these Terms.
• immediately by the Supplier, in its sole discretion, in the event of a material breach of these Terms or to prevent any unlawful or illegal activity or use.

17.3 Effect of Termination.

Upon termination of these Terms, Supplier shall deactivate and permanently delete the Account, within six months of the effective date of termination of these Terms. If the Customer has specifically requested for an earlier deletion of the Account, Supplier shall fulfill such request within 1 month of its receipt of such request.

The customer is obliged to:

• stop using and prevent the further usage of the Motamo Services, including, without limitation, the Local Websites and Web Portal;
• pay any amounts owed to Supplier under these Terms; and
• discharge any liability incurred by the Customer under these Terms prior to their termination; and

The Vendor must:

• stop using and prevent the further usage of the Motamo Services, including, without limitation, the Local Websites and Web Portal;

The following provisions shall survive the termination of these Terms: Sections 1, 7.4, 10, 11, 12, 14, 15, 16, 18, and 19.

17.4 Remedies.

If Supplier terminates these Terms as a result of an uncured breach by a Customer or Vendor or User, Supplier is entitled to use the same or similar remedies against any other persons who use the Motamo Services in conflict with these Terms. Notwithstanding the foregoing, the Supplier may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the Customer or Vendor, or User may lose Access or suffer a loss of certain features, functions, parts, or elements of the Motamo Services.

If Supplier has reasonable grounds to believe that the Customer’s or Vendors’ or User’s use of the Motamo Services, including the Account may harm any third parties, Supplier has the right to take adequate measures under its control to prevent, stop and eliminate the harm, where possible, in order to protect those third parties.

18. WHO YOU ARE CONTRACTING WITH

18.1 General.

By accepting these Terms, the Customer or Vendor is contracting with the Supplier Motamo OÜ, registered at ……………….. …………………….., ……………………, …………………………, Republic of Estonia,

18.2 Governing Law and Jurisdiction.

This Agreement shall be governed by and construed and enforced in accordance with the substantive law of the Republic of Estonia.

In the event of a dispute, controversy, or claim arising out of or in relation to these Terms, including but not limited to the formation, validity, breach, or termination thereof, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms and conditions set forth below.

Notwithstanding the foregoing and subject to the terms and conditions set forth below, either party may seek injunctive relief with respect to any disputed matter to the extent possible under applicable law. Should an amicable settlement between parties not be possible, the dispute shall be finally solved in court or by arbitration as designated herein subject to the terms and conditions set forth below.

The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) shall not be applied to these Terms. Any questions relating to these Terms which are not expressly or implicitly settled by the provisions contained in these Terms shall be governed by and construed in accordance with the laws of the Republic of Estonia, without giving effect to any principles of conflicts of law. The court having exclusive jurisdiction is the Court of ………….. County Estonia.

The parties agree that they shall bring any dispute against the other in their respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding, or as an association. In addition, we each agree that disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions.

If any part of this provision is ruled to be unenforceable, then the balance of this provision shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein.

Use of the Motamo Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section.

Notwithstanding the foregoing, you and the Suppliers agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either party’s right to (i) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (ii) seek injunctive relief in a court of law, or (iii) to file suit in a court of law to address intellectual property infringement claims.

19. GENERAL PROVISIONS

19.1 Relationship of the Parties.

The parties will act solely as independent contractors. These Terms shall not be construed as creating any agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Customer or Vendor and Supplier the Customer and the Vendor jointly shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.

19.2 Severability.

If any term, condition, or provision of these Terms is held to be invalid, unenforceable, or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions, or provisions, or portions of them, shall not be affected.

19.3 Entire Agreement.

These Terms are the entire agreement between Customer or Vendor and Supplier regarding Customer’s or Vendors’ use of the Motamo Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted.

19.4 Assignment.

Customer or Vendor may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Supplier’s prior written consent. Any attempted assignment, transfer, or delegation without such prior written consent will be void and unenforceable.

Notwithstanding the foregoing, the Customer or Vendor, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the Customer or Vendor, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Customer or Vendor, or its permitted successive assignees or transferees.

19.5 No Waiver.

Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.

19.6 Notices.

Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.

The Motamo Team